FIFTHCAI INC
10SB12G, EX-23, 2000-06-21
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                     [JAMES C. MARSHALL, CPA, PC LETTERHEAD]


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  consent  to the  inclusion  of our  audit  of the  financial  statements  of
FifthCAI, Inc. as of April 30, 2000 as part of this Form 10-SB.

                                        /s/ James C. Marshall, CPA, PC

Scottsdale, Arizona
May 3, 2000


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