U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-QSB
                                 Amendment No. 1


[X]     Quarterly  Report  Pursuant  to  Section  13  or 15(d) of the Securities
Exchange  Act  of  1934  for  the  Quarterly  Period  Ended  September  30, 1999

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT  OF  1934

For  the  transition  period  from  ________________  to  ____________________

                      Commission  File  Number:  000-26271

                        First Capital International, Inc.
                 (Name of small business issuer in its charter)

                 Delaware                                 76-0582435
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation  or organization)                 Identification No.)

                 5120 Woodway, Suite 9004, Houston, Texas  77056
                    (address of principal executive offices)

                   Issuer's telephone number:  (713) 629-4866
                      Issuer's fax number:  (713) 629-4913

Check  whether  the  issuer  (1)  filed  all  reports  required  to  be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.                            Yes  [X]      No  [ ]

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS

State  the  number  of  shares  outstanding  of  each of the issuer's classes of
common  equity,  as  of  November  11,  1999: 68,561,142 shares of common stock.

<PAGE>
                                TABLE OF CONTENTS

PART  I  -  FINANCIAL  INFORMATION

     Item  1.  Consolidated  Financial  Statements

     Consolidated  Condensed  Balance  Sheet  as  of
       December  31,  1998  and  September   30,  1999

     Consolidated  Condensed  Statement  of
       Operations  for  the  three  and  nine  months
       ended  September   30,  1999
       and  1998

     Consolidated  Condensed  Statement  of
       Stockholders'  Equity  for  the  nine  months
       ended  September   30,  1999

     Consolidated  Condensed  Statement  of  Cash
       Flows  for  the  nine  months  ended  September   30,
       1999  and  1998

     Selected  Notes  to  Consolidated  Financial
       Statements

     Item  2.  Management's  Discussion  and  Analysis  of
               Financial  Condition  and  Results  of  Operation

PART  II  -  OTHER  INFORMATION

     Item  2.  Changes  in  Securities

     Item  6.  Exhibits  and  Reports  on  Form  8-K

SIGNATURES

                                        2
<PAGE>

                       PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS






                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________



                   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)







                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                        FIRST CAPITAL INTERNATIONAL, INC.
                                TABLE OF CONTENTS
                                   __________


PAGE(S)
-------------------------------------------------
<S>                                                <C>

Unaudited Consolidated Condensed Financial
  Statements:

  Consolidated Condensed  Balance Sheet as of
    September 30, 1999 and December 31, 1998       F-3

  Consolidated Condensed Statement of
    Operations for the three and nine months
    ended September 30, 1999 and 1998              F-4

  Consolidated Condensed Statement of
    Stockholders' Deficit for the nine months
    ended September 30, 1999 and 1998              F-5

  Consolidated Condensed Statement of Cash Flows
    for the nine months ended September 30, 1999
    and 1998                                       F-6

Selected Notes to Consolidated Condensed
  Financial Statements                             F-7
</TABLE>


                                       F-2
<PAGE>
<TABLE>
<CAPTION>


                        FIRST CAPITAL INTERNATIONAL, INC.
                       CONSOLIDATED CONDENSED BALANCE SHEET
                     SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                                    __________



                                                       SEPTEMBER 30,  DECEMBER 31,
                                                          1999           1998
     ASSETS                                           (UNAUDITED)       (NOTE)
---------------------------------------------------  --------------  ------------
                                                       (RESTATED)     (RESTATED)
<S>                                                  <C>             <C>
Current assets:
  Cash and cash equivalents                          $     269,334   $    61,467
  Short-term investments                                    25,000             -
  Lease receivables, net                                    94,441       107,200
  Other                                                     20,732        34,794
                                                     --------------  ------------

    Total current assets                                   409,507       203,461

Lease receivables                                           94,526       119,339

Accounts and notes receivable, net                           4,225         3,082

Property and equipment, net                                  3,816         9,519
                                                     --------------  ------------

      Total assets                                   $     512,074   $   335,401
                                                     ==============  ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
---------------------------------------------------

Current liabilities:
  Note payable to a related party                    $           -   $    65,390
  Accounts payable and accrued liabilities                   4,954        26,501
                                                     --------------  ------------

    Total current liabilities                                4,954        91,891

Long-term debt to a related party                          305,474       333,641
                                                     --------------  ------------

      Total liabilities                                    310,428       425,532
                                                     --------------  ------------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $0.001 par value; 100,000,000
    shares authorized; 68,538,142 and 55,751,142
    shares issued and outstanding at September 30,
    1999 and December 31, 1998, respectively                68,538        55,751
  Additional paid-in capital                             2,650,687     1,535,970
  Accumulated deficit                                   (2,516,712)   (1,678,996)
  Accumulated foreign currency translation
    adjustments                                               (867)       (2,856)
                                                     --------------  ------------

      Total stockholders' equity (deficit)                 201,646       (90,131)
                                                     --------------  ------------

        Total liabilities and stockholders'
          equity (deficit)                           $     512,074   $   335,401
                                                     ==============  ============
</TABLE>

Note:  The consolidated balance sheet at December 31, 1998 has been derived from
the  audited  financial  statements at that date but does not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.  See  accompanying  notes.


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                           FIRST CAPITAL INTERNATIONAL, INC.
                     CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                       __________
                                      (UNAUDITED)


                                     THREE  MONTHS  ENDED        NINE  MONTHS  ENDED
                                        SEPTEMBER  30,              SEPTEMBER  30,
                                 --------------------------  --------------------------
                                     1999          1998          1999          1998
                                 ------------  ------------  ------------  ------------
                                  (RESTATED)                  (RESTATED)
<S>                              <C>           <C>           <C>           <C>
Revenue:
  Interest income                $     9,559   $    12,420   $    28,977   $    34,321
  Other operating revenue             75,252           162       137,181         9,387
                                 ------------  ------------  ------------  ------------

    Total revenue                     84,811        12,582       166,158        43,708
                                 ------------  ------------  ------------  ------------

Costs and expenses:
  Operating, general and admin-
    istrative expenses               132,337         5,038       296,113        13,234
  Stock and option based com-
    pensation                         17,500             -       416,210             -
  Depreciation and amortization        1,529         2,171         5,523         6,341
  Interest expense                    27,310         8,098       267,758        23,411
  Other expense, net                   3,693         2,441        18,270         9,757
                                 ------------  ------------  ------------  ------------

    Total costs and expenses         182,369        17,748     1,003,874        52,743
                                 ------------  ------------  ------------  ------------

Net loss                         $   (97,558)  $    (5,166)  $  (837,716)  $    (9,035)
                                 ============  ============  ============  ============

Basic and dilutive net loss
  per common share               $     (0.00)  $     (0.00)  $     (0.01)  $     (0.00)
                                 ============  ============  ============  ============

Weighted average shares
  outstanding                     66,558,479    46,651,142    64,287,809    46,651,142
                                 ============  ============  ============  ============
</TABLE>

                             See accompanying notes.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                FIRST CAPITAL INTERNATIONAL, INC.
                    CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                           __________
                                           (UNAUDITED)



                                                                        FOREIGN       COMPRE-
                                         ADDITIONAL                    CURRENCY       HENSIVE
                                COMMON     PAID-IN     ACCUMULATED    TRANSLATION      INCOME
                                 STOCK     CAPITAL       DEFICIT      ADJUSTMENT       (LOSS)
                                -------  -----------  -------------  -------------  ------------
<S>                             <C>      <C>          <C>            <C>            <C>
Balance at December 31, 1998,
  as restated                   $55,751  $ 1,535,970  $ (1,678,996)  $     (2,856)  $(1,639,371)
                                                                                    ------------

Net loss, as restated                 -            -      (837,716)             -      (837,716)

Other comprehensive income-
  foreign currency transla-
  tion adjustment                     -            -             -          1,989         1,989
                                                                                    ------------

  Comprehensive income, as
    restated                                                                           (835,727)
                                                                                    ------------

Common stock issued, as re-
  stated (12,787,000 shares)     12,787      904,027             -              -             -

Compensatory stock options,
  as restated                         -       77,500             -              -             -

Value of conversion feature
  on convertible debt, as
  restated                            -      133,190             -              -             -
                                -------  -----------  -------------  -------------  ------------

Balance at September 30,
  1999, as restated             $68,538  $ 2,650,687  $ (2,516,712)  $       (867)  $(2,475,098)
                                =======  ===========  =============  =============  ============
</TABLE>

                             See accompanying notes.

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                   __________
                                   (UNAUDITED)


                                                 NINE MONTHS ENDED
                                                   SEPTEMBER 30,
                                               ---------------------
                                                  1999       1998
                                               ----------  ---------
(RESTATED)
<S>                                            <C>         <C>
Cash flows from operating activities:          $(166,989)  $(13,166)
                                               ----------  ---------

Cash flows from financing activities:
  Proceeds from sale of common stock             278,139     21,378
  Proceeds from notes payable to a
    related party                                133,190          -
  Payments on long-term debt to a
    related party                                (38,462)         -
                                               ----------  ---------

        Net cash provided by financing
          activities                             372,867     21,378
                                               ----------  ---------

Effects of exchange rate changes on cash           1,989      3,501
                                               ----------  ---------

Net increase in cash and cash equivalents        207,867     11,713

Cash and cash equivalents, beginning
  of period                                       61,467     42,292
                                               ----------  ---------

Cash and cash equivalents, end of period       $ 269,334   $ 54,005
                                               ==========  =========


Non-cash investing and financing activities:

  Conversion of note payable to a related
    party to common stock                      $ 300,000   $      -

  Short term investment received in payment
    Of accounts receivable                     $  44,951   $      -
</TABLE>


                             See accompanying notes.

                                       F-6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

1.     INTERIM  FINANCIAL  STATEMENTS
       ------------------------------

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation  S-B.  Accordingly,  they  do  not include all of the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial statements.  In the opinion of management, all adjustments (consisting
of  normal recurring accruals) considered necessary for a fair presentation have
been  included.  Operating  results  for  the three-month and nine-month periods
ended  September 30, 1999 and 1998 are not necessarily indicative of the results
that  may  be  expected  for  the  respective  full  years.

A summary of the Company's significant accounting policies and other information
necessary  to  understand  these  consolidated  interim  financial statements is
presented  in  the  Company's  audited  financial statements for the years ended
December  31,  1998  and  1997.  Accordingly,  the  Company's  audited financial
statements  should  be  read  in  connection  with  these  financial statements.


2.     RESTATEMENT  OF  FINANCIAL  STATEMENTS
       --------------------------------------

During  the  nine  months  ended  September  30, 1999, the Company issued 22,000
shares  of  its common stock for services at prices representing a discount from
the  quoted  market  price  of the Company's common stock at the dates of issue.
The  Company  also  issued  300,000 non-qualified compensatory stock options for
shares  of  its  common  stock and convertible debt with a beneficial conversion
feature.  The  stock options bear exercise prices that represent a discount from
the quoted market price of the Company's common stock at the date of issue.  The
fair  value  of  the  Company's  common  stock,  for  purposes  of  determining
compensation  expense  associated  with stock and stock options and the value of
the  beneficial  conversion  feature  associated  with  convertible  debt,  was
determined  based upon quoted market prices in an inactive market with discounts
for  trading  restrictions  on  such  shares and a thin market for the Company's
common  stock.  Generally  accepted  accounting principles do not allow for such
discounts  from  the  quoted  market  price.

The  effect  of  correcting  this  error  in  application  of generally accepted
accounting  principles  on  the  Company's financial statements at September 30,
1999  and  for  the  nine  months  then  ended,  is  as  follows:


                                       F-7
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

2.     RESTATEMENT  OF  FINANCIAL  STATEMENTS,  CONTINUED
       --------------------------------------------------

<TABLE>
<CAPTION>
<S>                                     <C>
Decrease in total assets                $        -
                                        ===========

Decrease in total liabilities           $        -
                                        ===========

Increase in common and preferred stock
  and additional paid-in capital        $1,258,873
                                        ===========

Increase in accumulated deficit         $1,258,877
                                        ===========

Increase in net loss                    $  445,217
                                        ===========

Increase in basic and dilutive net
  loss per common share                 $    (0.00)
                                        ===========
</TABLE>


3.     SHORT-TERM  INVESTMENTS
       -----------------------

Short-term  investments  at  September  30,  1999  consist  of marketable equity
securities  that  are  considered  trading  securities.  Accordingly, unrealized
gains  and  losses  are  included  in  net earnings.  Short-term investments are
reported  at market value based upon quoted market prices.  The Company utilizes
the specific identification method in accounting for its short-term investments.


4.     INCOME  TAXES
       -------------

The  difference  between  the 34% federal statutory income tax rate shown in the
accompanying  interim  financial  statements  is  primarily  attributable  to an
increase  in  the  valuation  allowance  applied  against  the  tax benefit from
utilization  of  net  operating  loss  carryforwards.


5.     STOCKHOLDERS'  EQUITY
       ---------------------

During  the  nine  months ended September 30, 1999, the Company issued shares of
common  stock  and  had  other  increases  to  stockholders'  equity as follows:


                                       F-8
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

5.     STOCKHOLDERS'  EQUITY,  CONTINUED
       ---------------------------------

<TABLE>
<CAPTION>
                                              ADDITIONAL
                                     COMMON     PAID-IN
                                     STOCK      CAPITAL     TOTAL
                                    --------  -----------  --------
<S>                                 <C>       <C>          <C>
  Common stock issued for cash
    (3,045,000 shares)              $  3,045  $   275,094  $278,139

  Compensation recognized on
    common stock issued to of-
    ficers and employees at
    below market value (22,000
    shares)                               22      338,653   338,675

  Common stock issued in payment
    of note payable to a related
    party (9,720,000 shares)           9,720      290,280   300,000
                                    --------  -----------  --------

                                      12,787     $904,027  $916,814
                                    ========  ===========  ========
</TABLE>

During  the  nine  months  ended  September  30,  1999,  the Company also issued
compensatory  stock options to a consultant and to the Company's chief executive
officer  to  acquire  a  total  of 300,000 shares of the Company's common stock.
Such  options included exercise prices less than the fair value of the Company's
common  stock  at  the  date  of  grant  and,  accordingly, compensation expense
totaling  $77,500  was  recognized  in  connection  with  such  options.


6.     SEGMENT  AND  GEOGRAPHIC  INFORMATION
       -------------------------------------

The Company currently operates in the equipment and real estate direct financing
lease  business  but  is  actively seeking qualified businesses to acquire.  The
Company's  two  reportable  segments  are based upon geographic area and type of
business.  All  of  the  Company's foreign operations are currently conducted by
EIP  in  Estonia.  EIP  operates  with  the  Estonian  kroon  as  its functional
currency.

The  corporate  component  of  operating  loss  represents corporate general and
administrative  expenses  and  expenses  incurred  in  developing  the Company's
internet  site.  Corporate  assets  include  cash  and  cash  equivalents.


                                       F-9
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

6.     SEGMENT  AND  GEOGRAPHIC  INFORMATION,  CONTINUED
       -------------------------------------------------

Following  is  a  summary  of  segment  information:

<TABLE>
<CAPTION>
                                THREE  MONTHS  ENDED    NINE  MONTHS  ENDED
                                    SEPTEMBER  30,        SEPTEMBER  30,
                                ---------------------  ---------------------
                                   1999        1998       1999        1998
                                -----------  --------  -----------  --------
                                (RESTATED)             (RESTATED)
<S>                             <C>          <C>       <C>          <C>
Net Revenue:
  United States - Corporate     $        -   $     -   $        -   $     -
  Estonia - Leasing                 84,811    12,582      166,158    43,708
                                -----------  --------  -----------  --------

    Total net revenue           $   84,811   $12,582   $  166,158   $43,708
                                ===========  ========  ===========  ========


Income (loss) from operations:
  United States - Corporate     $ (139,819)  $     -   $ (917,991)  $     -
  Estonia - Leasing                 42,261    (5,166)      80,275    (9,035)
                                -----------  --------  -----------  --------

    Total loss from operations  $  (97,558)  $(5,166)  $ (837,716)  $(9,035)
                                ===========  ========  ===========  ========
</TABLE>


<TABLE>
<CAPTION>
                             SEPTEMBER 30,   DECEMBER 31,
                                  1999           1998
                             --------------  -------------
<S>                          <C>             <C>

Assets:
  United States - Corporate  $      133,972  $           -
  Estonia - Leasing                 378,102        335,401
                             --------------  -------------

    Total assets             $      512,074  $     335,401
                             ==============  =============
</TABLE>


                                      F-10

<PAGE>
ITEM  2.  MANAGEMENT  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF  OPERATIONS

     The  following  description of the Company's financial position and results
of  operations  should  be read in conjunction with the Financial Statements and
the  Notes  to  Financial  Statements,  contained  in  this  report as set forth
beginning  on  page  F-1.

INTRODUCTION

     In August, 1998, upon appointment of its present officers and directors and
initiation  of  the  recapitalization  involving  EIP, the Company began current
operations.  Management  has  evaluated the operations of EIP and has determined
that it does not currently make economic sense to commit additional resources to
expand  EIP's  leasing operations in Estonia.  It is management's current intent
to  grow  the Company through the continued development and commercialization of
its  Internet  based  business,  PlazaRoyal.com  in  both  the United States and
Eastern  Europe.  The  Company  will  also consider the acquisition of financial
services  or  Internet  related  businesses  in  the  same  markets.

     The Company intends to make all of the acquisitions by issuing common stock
in  exchange  for  the  acquired  businesses.  However,  the  Company  may  need
additional  capital  to  enter  into acquisitions.  In the event that capital is
needed to effectuate certain acquisitions, the Company will be required to raise
substantially  all  of the funds for such acquisitions.  The Company anticipates
that most, if not all, of any acquisitions it may make during the next 12 months
will  be  of  operating  entities  that  have  current  management  in  place.

     The  Company's  first  acquisition  occurred  in  September,  1998 when the
Company  completed  the  acquisition  of  100%  of  the  stock  of  EIP from the
stockholders  of  EIP  in  exchange  for  a  total  of  34,000,000 shares of the
Company's  common  stock.

     EIP  operates in a part of the world which could be viewed as having a high
potential  for  political,  economic  and  military  instability.  For  example,
Estonia  is near Russia.  If the political situation in Russia worsened, a spill
over  effect  into  Estonia could have adverse consequences for EIP.  Some other
nations  which  gained  independence  after  the  fall  of the Soviet Union have
experienced  instability.  If  such  instability  were  to occur in Estonia, the
Company's  business  could  be  adversely  affected.

                                        3
<PAGE>
     The  operations  of  EIP  are  conducted  in  Estonia  with  transactions
denominated  in  the local currency of Estonia, the EEK.  Therefore, the Company
has  exposure  to  foreign  currency  fluctuations  and  foreign  government
intervention  such  as  a  devaluation  of  the  local  currency  (see below for
discussion  of  foreign  currency  issues).  The  Company  believes  that  EIP's
existing  cash  flow  is  adequate  to  fund  its existing lease portfolio.  The
Company's  future  ability  to  enter  into  new  leases  is  dependent upon the
availability  of financing.  The Company's main objective for the next 12 months
is  to  maintain  the  existing  portfolio  of  leases.

     The  Company  presently  believes that the development and expansion of its
e-commerce  business web site, Plaza Royal.com, will require additional capital.
The  Company will seek financing for Plaza Royal.com through the sale of debt or
equity.  In  order  to achieve these objectives, the Company will be required to
raise  additional  funds  from  the  sale  of equity or debt. The sale of equity
securities  could  dilute  the  Company's  existing  stockholders' interest, and
borrowings from third parties could result in restrictive loan terms which would
increase  the  Company's  debt  service  requirements  and  could  restrict  the
Company's  operations.  It  is  unknown at this time whether the Company will be
successful  in raising capital on reasonable terms for the purpose of increasing
the  capital  base  of  EIP  or  for  financing the further development of Plaza
Royal.com.

PLAN  OF  OPERATION

     The Company's current plan of operation involves the further development of
our  main  E-commerce  Portal: PlazaRoyal.com.  The Company originally developed
this  portal  in  March  and  April of 1999.  At the present time the Company is
actively in the process of signing on new merchants for the PlazaRoyal.com Mall.
Among those already signed are Dell Computers, CBS Sport Stores, Discover Nature
Stores,  the  Sharper  Image,  Omaha  Steaks,  the Swiss Army Depot, Office Max,
Hickory  Farms  and  Amazon.com.

     Additionally,  the  Company  is  working  on  the  development  of  the new
cyberstore  concept,  which  will  allow  merchants  to operate their respective
stores on the Internet as a joint venture with our Company.  Also, we are in the
process  of  developing  a  detailed  marketing  program,  which will enable our
shopping  mall  to function in several languages in several different countries.
Various  local  Internet providers in several countries have expressed an active
interest  in  supporting  these  developments  in  Europe.

ANALYSIS  OF  FINANCIAL  CONDITION

                                        4
<PAGE>
     The  Company  is actively seeking new acquisitions in the United States and
throughout Europe and currently negotiations are underway for the acquisition of
several  E-commerce  companies  in  the United States, as well as travel related
service companies with E-commerce features.  The Company is pursuing several new
acquisition opportunities in Eastern Europe and is presently negotiating for the
acquisition  of several Internet providers in the Baltic Region.  The Company is
seeking  to  accomplish  any further acquisition on a stock exchange basis only.
This would enable the Company to acquire additional assets and maintain its cash
flow  as  well.  However, it may result in substantial dilution in per share net
tangible  book  value  to  existing  shareholders.

     Further,  the  Company  is  in  the  process  of  actively developing a new
international  legal  directory portal under the name of "LegalClaims.com." This
portal  will  enable  us  to expand our E-commerce services into this new market
segment,  as  well  as, generate new revenue(s) for the Company from the sale of
memberships  to  legal  professionals,  as well as, revenue from advertising and
other  types  of  services  to  the  global  legal  community.

     The  Company currently has plans to increase the number of its employees by
hiring  a  marketing  manager  and an operations manager.  Also, the Company has
contracted  with  the  E-commerce  Solution  Company  in  order  to provide full
E-commerce  services  to  the clients of the PlazaRoyal.com portal.  The Company
intends to finance these respective expenditures from the sale of its securities
and the Company's existing stockholders could suffer significant dilution in per
share  net  tangible  book  value  from such sales of securities by the Company.

     Since  the  Company  emerged from dormancy it has been dependent on outside
financing  from  individuals  and  related  parties  to  fund  its Internet site
development  and general corporate overhead.  The Company is now in the phase of
building markets for PlazaRoyal.com and will continue to be dependent on outside
financing  for the foreseeable future.  If the Company is unable to successfully
transition  from  site development to commercial success for PlazaRoyal.com in a
reasonable  time  frame  and/or  is  unable to acquire other commercially viable
businesses,  the  Company  may be unable to obtain adequate sources of long-term
financing  to  continue  operations.

GOING  CONCERN  ISSUE

     During  1998  and  1997,  the Company has been dependent on debt and equity
raised  from  individual investors and related parties to sustain its operations
and has incurred net losses of $827,104 and $30,078, respectively.  Also, during
the  year  ended  December  31,  1998,  the Company had negative cash flows from
operations  of  $190,567.  These  factors  along with a stockholders' deficit of
$130,699  at  December  31,  1998  raise  substantial  doubt about the Company's
ability  to  continue  as  a  going  concern.

     During the nine months ended September 30, 1999 and the year ended December
31,  1998  the  Company  has  been  dependent  on  debt  and  equity raised from
individual  investors  and  related  parties  to sustain its operations.  During
those  periods the Company has incurred net losses of ($392,499) and ($827,104),
respectively.  Additionally, the Company had negative cash flows from operations
during  those  periods  of  $122,240  and $190,567, respectively.  These factors
along  with  am  accumulated  deficit  of $1,257,839 at September 30, 1999 raise
substantial  doubt  about  the Company's ability to continue as a going concern.

                                        5
<PAGE>
     The  Company's  long-term  viability  as  a going concern is dependent upon
three  key  factors  as  follows:

---  The  Company's ability to obtain adequate sources of debt or equity funding
     to  meet  current  commitments  and  fund  the continuation of its business
     operations.

---  The  ability  of  the  Company  to  acquire  or  internally  develop viable
     businesses.

---  The ability of the Company to ultimately achieve adequate profitability and
     cash  flows  from  operations  to  sustain  its  operations.

     As  a  result  of  potential liquidity problems that the Company faces, its
auditors,  Ham,  Langston & Brezina, L.L.P.  have added an explanatory paragraph
in  their  opinion  on  the  Company's  financial  statements for the year ended
December  31,  1998 indicating that substantial doubt exists about the Company's
ability  to  continue  as  a  going  concern.

     Management  has  specific  plans  to  address  the  financial  situation as
follows:

---  In  the near term the Company plans a private placement of its common stock
     to  qualified  investors  to  fund  its  current  operations.

---  In the near term, the Company recently became a reporting company under the
     Securities  and  Exchange  Act of 1934.  Management believes this step will
     provide  a  market  for  its  common stock and provide a means of obtaining
     future  funds  necessary  to  implement  its  business  plan.

---  In  the  long-term,  the  Company  believes  that  cash flows from acquired
     businesses  and businesses that it is currently developing will provide the
     resources  for  its  continued  operations.  The  Company  has  developed
     PlazaRoyal.com,  a  virtual  mall,  for launch on the Internet.  Management
     Believes  that  revenues  from this virtual mall, if successfully marketed,
     will  more  than  cover  overhead  at  the  corporate  level.  Acquisition
     activities  and  development of  the Company's Internet project resulted in
     corporate headquarters accounting for  95%  of the Company's total net loss
     in 1998 and substantially all of the Company's  total net loss for the nine
     months  ended  September  30, 1999.

                                        6
<PAGE>
COMPETITION

     The  Company  believes  that  only  a  very  limited number of sites on the
Internet  offer  the  same  type  of 3-D shopping experience that PlazaRoyal.com
intends  to  offer.  The  Company  also  believes that as technology and related
Internet  access speeds improve, that PlazaRoyal.com will attract both a greater
number  of  customers  and  more  intense  competition  from  other 3-D Internet
shopping  sites.  Such competition could ultimately make 3-D an ordinary feature
of  Internet  shopping malls.  The Company has developed a normal 2-D version of
its  site  that  requires  less  graphic  data transfer and is better suited for
current  technology.  This  2-D  Internet  site  is  already  subject to extreme
competition and an inability by the Company to properly target its customers and
differentiate  its  Internet site from the sites of its competitors could have a
significant  adverse impact on the Company.  The Company plans to target markets
in  Eastern  Europe  that  management believes are either undeveloped or are not
adequately  served.

     Company  believes  that EIP, the Company's leasing operation in Estonia, is
not  subject  to severe competition in the markets it serves because the leasing
industry  is  relatively  new  to  Estonia.  However,  the  financial systems in
Estonia  are not as well developed as those in the United States and the Company
intends  to  continue leasing operations in Estonia only to the extent that they
are  supported  by  EIP's  current  cash  flows  from  operations.

FOREIGN  CURRENCY  TRANSLATION  AND  INFLATION  ISSUES

     Foreign  Currency  Issues.  EIP's functional currency is the Estonian kroon
     -------------------------
("EEK")  and  substantially  all  business  conducted by EIP is conducted within
Estonia.  Small  changes  in  the  U.S.  dollar/EEK  exchange rate do not have a
significant  impact  on  EIP's  financial  position  or  results  of operations.
However,  declines in the value of the EEK generally reduce the value of certain
of  EIP's  assets  and  cause  deterioration  in the Company's overall financial
position.  To  stabilize  its  currency,  the  government of Estonia has enacted
monetary  policy  that  "pegs"  the  exchange rate of the EEK to the German mark
("DEM")  in the ratio of 8 EEK = 1 DEM.  Because the exchange rate of the DEM is
relatively  stable  against the U.S. dollar, the exchange rate of the EEK should
also  be  expected  to  be  relatively  stable  against  the  U.S.  dollar.

     The  local  currency  of Estonia is the Estonian kroon or EEK.  Because the
EEK  is  the  functional  currency  for  its Estonian subsidiary under Financial
Accounting Standards Board Statement No. 52, "Foreign Currency Translation" (FAS
52),  assets  and  liabilities  denominated in foreign functional currencies are
generally  translated  at  the  exchange  rate  as  of  the  balance sheet date.
Translation  adjustments  are  recorded as a separate component of stockholders'
deficit.  Revenues,  costs  and  expenses  denominated  in  foreign  functional
currencies  are translated at the weighted average exchange rate for the period.
Therefore, the Company has exposure to foreign currency fluctuations and foreign
government intervention such as a devaluation of the local currency, or a freeze
of international transfer of funds.  The Estonian Central Bank does not have the
power  to  devalue  the  EEK,  and  technical fluctuations are restricted to 3%.
However,  a  devaluation of the German Mark (DM) or the Euro could occur, with a
resulting effect on the exchange rate of the EEK.  The Estonian Central Bank has
officially  pegged  the  EEK  at  8  EEK = 1 DM.  Therefore, the Company is also
subject  to  foreign  currency  risks  related  to the DM.  Relative to the U.S.
dollar,  a  declining  EEK  or  DM  would  negatively  impact the value, in U.S.
dollars,  of  the  Company's transactions in Estonia.  The Estonian Central Bank
has  also  officially  pegged  to  the  Euro  at  15.64  EEK  = 1 Euro, which is
considered the equivalent of the DM peg.  Therefore, the Company is also subject
to  the same types of foreign currency risks related to the Euro Relative to the
U.S.  dollar,  a  declining  Euro  would  negatively  impact  the value, in U.S.
dollars,  of  the  Company's  transactions  in  Estonia.

                                        7
<PAGE>
     The  Company's  results  of  operations  were  improved  when the Company's
functional  currency  changed  from  the  U.S.  dollar  to  the  Estonian Kroon.
Estonia's  economy  has  a  historically  higher  inflation rate than the United
States  economy  and  all  currency  losses  associated  with the translation of
financial statements where the U.S. dollar is considered the functional currency
are  reflected  as  losses  in  operations  rather  than  as  charges  against
stockholders'  equity as is the case when the Estonian kroon is considered EIP's
functional  currency.

     Estonian  Inflation  Issues.  Estonia  does  not have a highly inflationary
     ---------------------------
economy  now,  although  in  the  recent past it did.  Estonia has experienced a
great  amount of political and economic instability and inflation increased, but
then  stabilized  in  1999.  Accordingly, the government's monetary policy could
come  under  pressure.  If  inflation  increases,  both  the outlook for leasing
operations  and the effect of translation adjustments will negatively impact the
Company's  financial  position and results of operations.  According to the July
12,  1999  "Quarterly Review-Estonia", a PricewaterhouseCoopers publication, the
Estonian inflation rate has been negative since December, 1998, and the Estonian
Consumer  Price Index growth rate has fallen to 3.1% in June, 1999 from 10.2% in
June,  1998.  The tight credit environment has led to a reduction in imports and
an increase in unemployment, both of which act to reduce inflationary tendencies
and  to  lower  consumer prices.  If Estonia experiences growing inflation, then
Estonia's  economy  could  be  classified as a highly inflationary economy under
generally accepted accounting principles.  Under such circumstances, declines in
the  value  of  the  EEK  would  be reflected in operations and would negatively
impact  the  Company's  financial  position  and  results  of  operations.

SIGNIFICANT  TRENDS

     During  1998  EIP  entered into 37 new finance leases as compared to 111 in
1997.  Substantially  all  leases entered into by EIP are finance leases and the
average  dollar  amount of each lease was approximately $14,630 in both 1998 and
1997.  This trend highlights the fact that the Company's leasing operations have
been  and  are  expected  to continue to be adversely impacted by underdeveloped
Estonian  financial  markets and by managements decision to employ substantially
all new capital resources in funding the Company's Internet site development and
in  building  markets  for  its Internet sites.  The Company intends to continue
servicing its existing lease portfolio but intends to enter into new leases only
to  the  extent  that  such  new  leases  are supported by EIP's cash flows from
operations.  Because  EIP  experienced  negative  cash  flows from operations of
approximately  $7,000 during 1998, the Company will fund few, if any, new leases
in  1999.  The  Company  expects that negative cash flows from operations at EIP
during  1999  will  meet  or  exceed those experienced in 1998 not only due to a
decline  in leasing activity but also because the Company intends to use the EIP
employees to help in the development of markets for the Company's Internet sites
and  in  fund  raising  efforts  in  Eastern  Europe.

                                        8
<PAGE>
RESULTS  OF  OPERATIONS

Three  Months  Ended  September  30,  1999  Compared  to  the Three Months Ended
September  30,  1998

     During  the  three  months  ended September 30, 1999 the Company's revenues
increased  approximately  $72,000  or 570% as compared to the three months ended
September  30,  1998.  Leasing  revenues  in  EIP were consistent as a result of
consistently  weak  leasing  activity  in  EIP  caused by a deterioration of the
financial  markets  in  Estonia  and  related limitations on the availability of
capital  to enter into new leases.  (See Significant Trends) However, during the
three  months  ended  September  30,  1999,  EIP earned approximately $66,000 in
revenue  for  market  research  services  provided  to  a related entity.  These
revenues  account  for  the  overall  increase.

     During  the  three months ended September 30, 1999 the Company's operating,
general  and administrative costs increased by approximately $70,000 as compared
to  the  three months ended September 30, 1998.  This increase was made up of an
increase  in  personnel  costs  and  in  legal and other professional fees.  The
increase  was  primarily  attributable  to  the  development  of  the  Company's
PlazaRoyal.com  Internet  site  and  to  general  business  development.

     During  the  three  months  ended  September  30,  1999  depreciation  and
amortization  remained relatively constant as compared to the three months ended
September  30,  1998  due  to  similar  levels  of  activity  in  EIP.

     During  the  three  months  ended September 30, 1999 stock and option based
compensation  was  $14,375  due  to  the  sale  of  common stock to officers and
employees  at  below  market  prices.  Such  sales  resulted  in  charges  to
compensation  expense  for the difference between the market price and the sales
price  at  the date of sale.  In the three months ended September 30, 1998 there
were  no  similar  sales  of  stock  and  options.

     Interest  expense  increased  from  $8,098  during  the  three months ended
September  30, 1998 to $27,310 during the three months ended September 30, 1999.
The increase was the result of the Company issuing convertible debt with a below
market conversion rate during late 1998.  The resulting discount on the debt has
been  amortized  to  interest  expense over the term of the debt and resulted in
substantially  all  of  the  increase  in interest during the three months ended
September  30,  1999.

     During the three months ended September 30, 1999 the Company had a net loss
of  $37,607 compared to a net loss of $5,166 in the three months ended September
30,  1998.  The  increased  net  loss  was attributable to the operations in the
United  States,  as  the  Company's operations in Estonia produced net income of
$42,261  during  the  three  months  ended September 30, 1999 due not to leasing
operations,  but  to fees for market research provided to a related company.  As
described  in  more  detail  above, the primary reasons for the increased losses
were  stock and option based compensation charges, increases in interest expense
and  increases  in  personnel,  legal  and  professional  fees  in  1998.

                                        9
<PAGE>
Nine Months Ended September 30, 1999 Compared to the Nine Months Ended September
30,  1998


     During  the  nine  months  ended  September 30, 1999 the Company's revenues
increased  approximately  $122,000  or 289% as compared to the nine months ended
September  30,  1998.  Leasing  revenues  in  EIP were consistent as a result of
consistently  weak  leasing  activity  in  EIP  caused by a deterioration of the
financial  markets  in  Estonia  and  related limitations on the availability of
capital  to enter into new leases (See Significant Trends).  However, during the
nine  months  ended  September  30,  1999,  EIP earned approximately $116,268 in
revenue  for  marketing  research  services provided to a related entity.  These
revenues  account  for  the  overall  increase.  The marketing research  revenue
is not expected to continue.


     During  the  nine  months ended September 30, 1999 the Company's operating,
general and administrative costs increased by approximately $226,000 as compared
to  the  nine  months ended September 30, 1998.  This increase was made up of an
increase  in  personnel  costs  and  in  legal and other professional fees.  The
increase  was  primarily  attributable  to  the  development  of  the  Company's
PlazaRoyal.com  Internet  site  and  to  general  business  development.

     During  the  nine  months  ended  September  30,  1999  depreciation  and
amortization  remained  constant  as compared to the nine months ended September
30,  1998  due  to  similar  levels  of  activity  in  EIP.

     During  the  nine  months  ended  September 30, 1999 stock and option based
compensation  was  $163,879  due  to  the  sale  of common stock to officers and
employees at below market prices and due to the issuance of options for purchase
of  common  stock  with exercise prices below the current price of the Company's
common  stock  at  the  date  of  issue.  Such  sales  resulted  in  charges  to
compensation  expense  for  the  difference  between  the  market  price and the
exercise/sales  price  at  the  date  of  issue/sale.  In  the nine months ended
September  30,  1998  there  were  no  similar  sales  of  stock  and  options.

     Interest  expense  increased  from  $23,411  during  the  nine months ended
September  30, 1998 to $131,698 during the nine months ended September 30, 1999.
The increase was the result of the Company issuing convertible debt with a below
market conversion rate during late 1998.  The resulting discount on the debt has
been  amortized  to  interest  expense over the term of the debt and resulted in
substantially  all  of  the  increase  in  interest during the nine months ended
September  30,  1999.

     During  the nine months ended September 30, 1999 the Company had a net loss
of $ 392,499 compared to a net loss of $9,035 in the nine months ended September
30,  1998.  The  increased  net  loss  was attributable to the operations in the
United  States  as  the  Company's  operations in Estonia produced net income of
$80,275  during  the  nine  months  ended  September 30, 1999 due not to leasing
operations,  but  to fees for market research provided to a related company.  As
described  in  more detail l above, the primary reasons for the increased losses
were  stock and option based compensation charges, increases in interest expense
and  increases  in  personnel,  legal  and  professional  fees  in  1998.

                                       10
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     At  September  30,  1999,  the  Company had cash resources of approximately
$269,334.  The  Company's  cash requirements for operations for the last quarter
of  1999  will  be approximately $60,000.  The Company estimates that during the
year  2000,  its  cash  requirements will be approximately $150,000 per quarter.
Accordingly,  the  Company  will  require  approximately  $150,000  from outside
sources to fund its operations for each quarter of the year 2000.  At October 1,
1999,  the  Company had on hand cash resources of approximately $120,000. To the
extent that the Company's cash on hand is otherwise fully allocated or disbursed
before  the  end  of  the  last  quarter  of  1999,  the Company plans to obtain
additional  financing  through  the sale of its securities and by obtaining debt
financing.  Further,  the  Company  plans  to  sell  its  securities  to  obtain
financing  in the year 2000, until cash flow from operations is adequate to fund
the  Company's  ongoing  cash  requirements.  There is no assurance that capital
will  be  available  from any of these sources, or, if available, upon terms and
conditions  acceptable  to  the  Company.

     The  Company  has  no material commitments for capital expenditures for its
U.S.A.  operations,  and anticipates future material capital commitments for its
1999  U.S.A.  operations as follows, but only if funds become available: $20,000
for  advertising the Plaza Royal web site, $30,000 for merchandise for resale by
Plaza  Royal  and  $10,000  for  Internet  e-commerce  operating  expenses.

     The  Company  does  not  currently  have  any  commitments  for  capital
expenditures  in  EIP.  The  Company  intends to continue servicing its existing
lease  portfolio  but  intends  to enter into new leases only to the extent that
such leases are supported by EIP's cash flows from operations.  Those cash flows
are  not  expected  to  allow  additional leases in 1999 (See Significant Trends
above).  The  Company  has  no  anticipated  capital  commitments  for  EIP.

     The  Company  expects  to  be  able  to  raise  sufficient capital for 1999
operations  but raising the capital may cause dilution in per share net tangible
book  value  to  existing  shareholders.  The  Company  will  ultimately need to
produce positive cash flows from operations to meet its long-term capital needs.
(See  Going  Concern  Issue  above.)

IMPACT  OF  THE  YEAR  2000  ISSUE

     The  Year  2000  issue is the result of computer programs and hardware with
embedded  date  technology using two digits to define the applicable year rather
than  four.  Any  programs or hardware that are time sensitive and have not been
determined to be Year 2000 compliant may recognize a date using "00" as the year
1900  rather than the year 2000.  Such improper date recognition could, in turn,
result  in  erroneous  processing  of  data,  or,  in extreme situations, system
failure.

                                       11
<PAGE>
     The Company is currently implementing a Year 2000 program which encompasses
performing an inventory of information technology and non-information technology
systems,  assessing  the  potential  problem areas, testing the systems for Year
2000  readiness,  and  modifying  systems  that  are  not  Year  2000 compliant.

     To date, inventory and assessment are in progress for all core systems that
are  essential  for  business  operations.  The Company believes all of its core
systems  are Year 2000 compliant.  Because many of the Company's systems are new
and  designed to be year 2000 compliant, the Company's management estimates that
the  work  they  have completed represents more than seventy-five percent of the
work  involved  preparing  the  Company's  systems  for  the  Year  2000.

     In  assessing  the  readiness  of  third  parties, the Company has received
correspondence  from  Hagen  &  Associates ("Hagen"), the Company's Internet web
site host and service provider, dated September 28, 1999, stating that Hagen has
found  its  systems  to  be  Year  2000  compliant.

     Although  the  Company  expects to be ready to continue business activities
without  interruption  by a Year 2000 problem, Company management recognizes the
general  uncertainty  inherent  in  the  Year 2000 issue, in part because of the
uncertainty  about  the  Year  2000  readiness of third parties, particularly in
Estonia  and  other  Eastern  European countries.  Under a "worst case Year 2000
scenario",  it  may be necessary for the Company to temporarily interrupt normal
business  activities  or  operations and to seek outside financing for cash flow
problems  brought  on  by  customer payment problems.  The Company believes that
such  circumstances  could result in a material adverse impact to its operations
and  in  its  current financial position, threaten its continued existence.  The
Company  has  begun, but not yet completed, development of a contingency plan to
deal  with the most likely worst case Year 2000 scenario".  The contingency plan
is  expected  to  be  completed  during  the  fourth  quarter  of  1999.

     Based  on  a  current assessment, the Company's total cost of becoming Year
2000  compliant  is  not  expected  to be significant to its financial position,
results  of  operations  or cash flows and is estimated to be less than $10,000.

                                       12
<PAGE>
                         PART  II  -  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During  the  quarter  ended  September 30, 1999, the following transactions
were effected by the Company in reliance upon exemptions from registration under
the Securities Act of 1933 as amended as provided in Section 4(2) thereof.  Each
certificate  issued  for unregistered securities contained a legend stating that
the  securities  have  not  been  registered under the Act and setting forth the
restrictions  on  the  transferability  and  the  sale  of  the  securities.  No
underwriter  participated in, nor did the Company pay any commissions or fees to
any  underwriter  in  connection  with  any  of these transactions.  None of the
transactions  involved  a  public  offering.  The  Company believes that each of
these  persons  had  knowledge  and experience in financial and business matters
which allowed them to evaluate the merits and risk of the purchase or receipt of
these  securities  of  the  Company.  The  Company  believes  that each of these
persons  were  knowledgeable  about  the  Company's  operations  and  financial
condition.

     In  July,  1999 one investor purchased 40,000 shares of common stock of the
Company  for  $.25  per  share,  or  total  consideration  of  $10,000.00.

     In  August, 1999, two employees received a total of 10,000 shares of common
stock  of  the  Company  as  compensation  for  services  rendered.

     In  August,  1999, one creditor of the Company received 2,280,000 shares of
common  stock  of the Company upon conversion of $114,000 of debt of the Company
at  a  conversion  price  of  $.05  per  share.

     In  August,  1999,  the  Company sold a total of 1,000,000 shares of common
stock  to  one  investor  for  cash  consideration  of  $200,000.

     In  September,  1999  the Company issued a total of 10,000 shares of common
stock  to  a  vendor  as  compensation  for  services  rendered.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

EXHIBIT  NO.  27  -  FINANCIAL  DATA  SCHEDULE

(B)  REPORTS  ON  FORM  8-K

NONE

                                       13
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                          First  Capital  International,  Inc.

Date:  November  30,  1999                By  /s/  Alex  Genin
                                          ------------------------------
                                              Alex  Genin
                                              Chief  Executive  Officer



Date:  November  30,  1999                By  /s/  Joselito  H.  Sangel
                                          ------------------------------
                                              Joselito  H.  Sangel
                                              Vice  President  of  Finance

****
                                       14
<PAGE>