U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549
                                  FORM  10-QSB


  [X]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(D) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD ENDED SEPTEMBER 30,
        2002

  [ ]   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 9000, 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 13, 2002, THERE WERE 89,982,932 SHARES OF COMMON STOCK
OUTSTANDING.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE);  YES [ ]  NO [X]


<PAGE>
                               TABLE  OF  CONTENTS

PART  I   -  FINANCIAL  INFORMATION

     Item  1.  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

SIGNATURES




<PAGE>
PART  I  -  FINANCIAL  INFORMATION

Item  1.  CONSOLIDATED  FINANCIAL  STATEMENTS



                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________




              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001




                                      F-1
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                                TABLE OF CONTENTS
                                   __________

                                                                         PAGE(S)
                                                                         -------

Unaudited  Consolidated  Condensed  Financial  Statements:

  Consolidated Condensed Balance Sheet as of September 30, 2002
    and  December  31,  2001                                               F-3

  Unaudited Consolidated Condensed Statement of Operations
    for the three months and nine months ended September 30,
    2002 and 2001                                                          F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Equity for the nine months ended September 30, 2002                    F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the nine months ended  September 30, 2002 and 2001                 F-6

Notes to Unaudited Consolidated Condensed Financial Statements             F-7


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                         FIRST CAPITAL INTERNATIONAL, INC.
                                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
                                                    __________


                                                                                  SEPTEMBER 30,  DECEMBER 31,
                                                                                     2002           2001
     ASSETS                                                                       (UNAUDITED)      (NOTE)
     ------                                                                       ------------   -----------
<S>                                                                               <C>            <C>
Current assets:
  Cash and cash equivalents                                                       $    21,440    $   10,788
  Accounts receivable, trade, net                                                       1,059         2,555
  Other receivable                                                                     15,000          -
  Inventory                                                                            90,951        69,494
  Prepaid expenses and other                                                            5,452         1,382
  Net current assets of discontinued operations                                         2,926        26,589
                                                                                  -----------    -----------

    Total current assets                                                              136,828       110,808

Property and equipment, net                                                             1,047         1,685

Net non-current assets of discontinued operations                                       3,874       361,700
                                                                                  -----------    -----------

      Total assets                                                                $  141,749     $  474,193
                                                                                  ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current liabilities:
  Note payable to a related party                                                 $    65,000    $     -
  Other notes payable                                                                   8,797        16,136
  Accounts payable and accrued liabilities                                             86,956        62,125
                                                                                  -----------    -----------

    Total current liabilities                                                         160,753        78,261

Commitments and contingencies

Stockholders' equity (deficit):
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 88,977,202 and 86,963,412 shares issued
    and outstanding at September 30, 2002 and December 31,
    2001, respectively                                                                 88,977        86,963
  Additional paid-in capital                                                        6,385,106     6,157,499
  Unissued stock                                                                      280,000        37,865
  Accumulated deficit                                                              (6,734,012)   (5,885,029)
  Accumulated other comprehensive income (loss)                                        (935)         (1,366)
  Treasury stock, 254,270 shares at cost                                              (38,140)         -
                                                                                  -----------    -----------
      Total stockholders' equity (deficit)                                            (19,004)      395,932
                                                                                  -----------    -----------

        Total liabilities and stockholders' equity (deficit)                      $   141,749    $  474,193
                                                                                  ===========    ===========
</TABLE>

Note:  The consolidated balance sheet at December 31, 2001 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.


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                     FIRST  CAPITAL  INTERNATIONAL,  INC.
                         UNAUDITED  CONSOLIDATED  CONDENSED  STATEMENT  OF  OPERATIONS
             FOR  THE  THREE  MONTHS  AND  NINE  MONTHS  ENDED  SEPTEMBER  30,  2002  AND  2001
                                                __________


                                                           THREE MONTHS ENDED          NINE MONTHS ENDED
                                                              SEPTEMBER 30,               SEPTEMBER 30,
                                                      --------------------------  --------------------------
                                                           2002         2001          2002          2001
                                                      ------------  ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>           <C>
Revenue:
  Service revenue                                     $       -     $       105   $       385   $     1,445
  Internet merchandise sales                               10,435        50,247        62,800       184,228
  System sales                                                -             -          41,020          -
                                                      ------------  ------------  ------------  ------------

    Total revenue                                          10,435        50,352       104,205       185,673
                                                      ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of merchandise sold                                  8,507        26,906        41,070       104,550
  Cost of systems sold                                        -             -           20,420          -
  Operating and general expenses                          116,697       169,475       500,587       546,233
  Stock and option based compensation-
                                                            1,600        92,690       106,066        92,690
  Depreciation expense                                        192           192           638           638
                                                      ------------  ------------  ------------  ------------

    Total costs and expenses                              126,996       289,263       668,781       744,111
                                                      ------------  ------------  ------------  ------------

Loss from operations                                     (116,561)     (238,911)     (564,576)     (558,438)
                                                      ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                                              99           149           330         1,685
  Other income (expense)                                      -             -             -              27
  Interest expense                                         (2,593)       (1,019)       (7,234)       (1,659)
                                                      ------------  ------------  ------------  ------------

    Other income (expense), net                            (2,494)         (870)       (6,904)           53
                                                      ------------  ------------  ------------  ------------

Loss from continuing operations                          (119,055)     (239,781)     (571,480)     (558,385)
                                                      ------------  ------------  ------------  ------------

Discontinued operations:
  Loss from disposal of discon-
    tinued business segment                               (91,311)          -        (331,658)          -
  Loss from operation of discon-
    tinued business segment, net
    of provision for income taxes
    of $4,611 in the nine months
    ended September 30, 2002                               (3,602)      (26,757)       54,155      (117,347)
                                                      ------------  ------------  ------------  ------------

    Income (loss) from discontin-
      ued operations                                      (94,913)      (26,757)     (277,503)     (117,347)
                                                      ------------  ------------  ------------  ------------

Net loss                                                 (213,968)  $  (266,538)  $  (848,983)  $  (675,732)
                                                      ============  ============  ============  ============

Basic and diluted net loss per
  common share:
  Continuing operations                               $     (0.00)  $     (0.00)  $     (0.01)  $     (0.01)
  Discontinued operations                               -                 (0.00)            -         (0.00)
                                                      ------------  ------------  ------------  ------------

    Net loss                                          $     (0.00)  $     (0.00)  $     (0.01)  $     (0.01)
                                                      ============  ============  ============  ============


Weighted average shares outstanding                    88,074,951    80,312,825    87,602,395    78,246,720
                                                      ============  ============  ============  ============
</TABLE>

              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                              FIRST CAPITAL INTERNATIONAL, INC.
                            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                                       __________

                                                                                                        ACCUMULATED
                                                                                                         OTHER COMP-
                                                                  ADDITIONAL                              REHENSIVE
                                              COMMON STOCK         PAID-IN      UNISSUED    ACCUMULATED     INCOME     TREASURY
                                          SHARES        AMOUNT     CAPITAL       STOCK        DEFICIT       (LOSS)      STOCK
                                      -------------  ----------  ----------  -------------  ------------  ----------  ----------
<S>                                   <C>            <C>         <C>         <C>            <C>           <C>         <C>
Balance at December 31, 2001            86,963,412   $   86,963  $6,157,499  $     37,865   $(5,885,029)  $  (1,366)  $    -

Net loss                                      -            -          -              -         (848,983)       -           -

Other comprehensive income-foreign
  currency translation                        -            -          -              -             -            431        -

  Comprehensive loss
Common stock issued for cash               886,871        1,887      96,993          -             -           -           -

Common stock issued to officers and
  employees as compensation                116,919          117      67,647          -             -           -           -

Common stock issued to vendors for
  services performed                        10,000           10       1,190          -             -           -           -

Compensatory stock options issued
  to officers and employees                   -            -         56,237          -             -           -           -

Compensatory stock options issued
  to vendors and other third parties          -            -          5,540          -             -           -           -

Adjustment of the purchase price of
  businesses previously acquired              -            -           -          (37,865)         -           -           -

Preferred stock sold but not yet
  issued                                      -            -           -          280,000          -           -           -

Common stock returned to treasury
  upon disposal of Andevis AS, at
  cost                                        -            -           -             -             -           -        (38,140)
                                      -------------  ----------  ----------  -------------  ------------  ----------  ----------

Balance at September 30, 2002            87,977,202  $   88,977  $6,385,106  $     280,000  $(6,734,012)  $    (935)  $ (38,140)
                                      =============  ==========  ==========  =============  ============  ==========  ==========


                                        TOTAL
                                        STOCK -
                                       HOLDERS'
                                        EQUITY
                                      ----------
<S>                                   <C>
Balance at December 31, 2001          $ 395,932

Net loss                               (848,983)

Other comprehensive income-foreign
  currency translation                      431
                                      ----------

  Comprehensive loss                   (848,552)
                                      ----------

Common stock issued for cash             98,880

Common stock issued to officers and
  employees as compensation              67,764

Common stock issued to vendors for
  services performed                      1,200

Compensatory stock options issued
  to officers and employees              56,237

Compensatory stock options issued
  to vendors and other third parties      5,540

Adjustment of the purchase price of
  businesses previously acquired        (37,865)

Preferred stock sold but not yet
  issued                                280,000

Common stock returned to treasury
  upon disposal of Andevis AS, at
  cost                                  (38,140)
                                      ----------

Balance at September 30, 2002         $ (19,004)
                                      ==========
</TABLE>

              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   __________


                                                       SEPTEMBER 30,    SEPTEMBER 30,
                                                           2002             2001
                                                      ---------------  ---------------
<S>                                                   <C>              <C>
Cash flows from operating activities:
  Net loss                                            $     (848,983)  $     (675,732)
  Adjustments to reconcile net loss to net cash
    used by operating activities                             435,531          293,539
                                                      ---------------  ---------------

    Net cash used by operating activities                   (413,452)        (382,193)
                                                      ---------------  ---------------

Cash flows from investing activities:
  Acquisition of furniture and equipment                      (5,383)         (57,905)
  Business acquisitions                                         -             (20,156)
  Cash surrendered upon sale or disposal of
    businesses                                                (7,054)            -
                                                      ---------------  ---------------

    Net cash used by investing activities                    (12,437)         (78,061)
                                                      ---------------  ---------------

Cash flows from financing activities:
  Proceeds from sale of common and preferred stock           378,880          295,600
  Proceeds from notes payable and long-term debt                -               9,089
  Proceeds from note payable to a related party               65,000             -
  Payments on notes payable and long-term debt                (7,339)          (1,000)
                                                      ---------------  ---------------

    Net cash provided by financing activities                436,541          303,689
                                                      ---------------  ---------------

Effects of exchange rate changes on cash                        -                (485)
                                                      ---------------  ---------------

Net increase (decrease) in cash and cash equivalents          10,652         (157,050)

Cash and cash equivalents, beginning of period                10,788          179,915
                                                      ---------------  ---------------

Cash and cash equivalents, end of period              $       21,440   $       22,865
                                                      ===============  ===============
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED 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,
      2002  and  2001  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, 2001 and 2000. Accordingly, the Company's
      audited  financial  statements  should  be  read  in connection with these
      financial  statements.


2.    GOING  CONCERN  CONSIDERATION
      -----------------------------

      Since  the  Company  began  operations,  it has been dependent on debt and
      equity raised from individual investors and related parties to sustain its
      operations. During the years ended December 31, 2001 and 2000, the Company
      incurred  net losses of $(2,476,737) and $(587,475), respectively, and had
      negative  cash  flows  from  operations of $(530,773) and $(605,374). Such
      losses  and  negative cash flows from operations have continued during the
      nine  months  ended  September  30,  2002. These factors raise substantial
      doubt  about  the  Company's  ability  to  continue  as  a  going concern.

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

      -     In  the  near  term  Management  plans  private  placements  of  the
            Company's  common  stock  to  qualified  investors  to  fund  its
            operations.

      -     In  the long-term, Management believes that cash flows from acquired
            businesses  and  from  home  automation products that the Company is
            currently  developing  will  provide the resources for its continued
            operations.

      There  can be no assurance that the Company's planned private placement of
      equity  securities  will  be  successful or that the Company will have the
      ability  to  implement  its  business  plan  and  ultimately  attain
      profitability.  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.


                                    Continued
                                      F-7


<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
    NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
                                   __________


3.    DISCONTINUED  OPERATIONS
      ------------------------

      During  the  nine  months  ended  September  30,  2002  the Company made a
      decision  to concentrate the Company's efforts on home automation systems.
      During  the  quarter  ended  September  30,  2002,  the  Company  sold all
      Lithuanian  and  Estonian  operations  except for TGK Link. The Company is
      actively marketing TGK Link and expects to complete a sale by December 31,
      2002.

      The  Company's  decision  to sell all of its foreign operations marked the
      end  of  its  involvement  in  the  telecommunications  industry,  and,
      accordingly,  the  Company's  telecommunications  assets,  liabilities and
      operations  have  been  broken  out  and  presented  separately  in  the
      accompanying  balance sheet and statement of operations. The components of
      net current and net non-current assets of discontinued operations included
      in  the  Company's  consolidated  balance  sheet at September 30, 2002 and
      December  31,  2001,  are  as  follows:

<TABLE>
<CAPTION>
                                                SEPTEMBER 30,   DECEMBER 31,
                                                     2002           2001
                                                --------------  -------------
<S>                                             <C>             <C>

  Current assets
    Cash                                        $        1,225  $      21,768
    Accounts receivable                                  4,330        121,914
    Prepaid expenses                                     7,541         23,018
                                                --------------  -------------

      Total current assets                              13,096        166,700
                                                --------------  -------------

  Current liabilities
    Notes payable                                        6,613          9,036
    Accounts payable and accrued liabilities             3,557        131,075
                                                --------------  -------------

      Total current liabilities                         10,170        140,111
                                                --------------  -------------

        Net current assets of discontinued
          Operations                            $        2,926  $      26,589
                                                ==============  =============


  Non-current assets:
    Property and equipment, net                 $        3,874  $     119,016
    Goodwill, net                                         -           265,123
                                                --------------  -------------

      Total non-current assets                           3,874        384,139
                                                --------------  -------------

  Long-term liabilities:
    Deferred income taxes                                 -             4,611
    Minority interest                                     -            17,828
                                                --------------  -------------

      Total non-current liabilities                       -            22,439
                                                --------------  -------------

        Net non-current assets of discontinued
          Operations                            $        3,874  $     361,700
                                                ==============  =============
</TABLE>


                                   Continued
                                      F-8


<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
    NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
                                   __________


3.    DISCONTINUED  OPERATIONS,  CONTINUED
      ------------------------------------

      The  components of income (loss) from discontinued business operations for
      the  three  and  nine  months  ended  September  30,  2002 and 2001 are as
      follows:

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED        NINE MONTHS ENDED
                                                      SEPTEMBER 30,            SEPTEMBER 30,
                                                -----------------------   -----------------------
                                                   2002         2001         2002         2001
                                                ----------   ----------   ----------   ----------
<S>                                             <C>          <C>          <C>          <C>
  Service revenue                               $   12,165   $  222,341   $  479,054   $  519,496
                                                ----------   ----------   ----------   ----------
  Costs and expenses:
    Supplies and materials                           5,493      141,969      216,603      283,946
    Operating and general
      Expenses                                       9,170       79,858      173,810      277,385
    Depreciation expense                               792       22,067       43,047       59,849
    Amortization expense                              -           4,564         -          14,081
                                                ----------   ----------   ----------   ----------

       Total costs and
         expenses                                   15,455      248,458      433,460      635,261
                                                ----------   ----------   ----------   ----------

  Income (loss) from
    operations                                      (3,290)     (26,117)      45,594     (115,765)

  Other income and expense
    Interest income                                   -              48          337          492
    Other income                                      -             194       12,839
    Interest expense                                  (312)        (882)      (1,212)      (2,074)
                                                ----------   ----------   ----------   ----------
       Total other
         expense, net                                 (312)        (640)      11,964       (1,582)
                                                ----------   ----------   ----------   ----------

  Income (loss) before
    minorityinterest                                (3,602)     (26,757)      57,558     (117,347)

  Minority interest                                   -            -          (3,403)        -
                                                ----------   ----------   ----------   ----------

  Net income (loss)                             $   (3,602)  $  (26,757)  $   54,155   $ (117,347)
                                                ==========   ==========   ==========   ==========
</TABLE>


                                    Continued
                                      F-9


<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
    NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
                                   __________


The  components of gain (loss) from disposal of discontinued business operations
are  as  follows:

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED           NINE MONTHS ENDED
                                              SEPTEMBER 30,               SEPTEMBER 30,
                                                  2002                        2002
                                             --------------               -------------
<S>                                           <C>                         <C>
  Provision for impairment
    of goodwill                              $       -                    $     240,347
  Loss on sale subsidiaries                          91,311                      91,311
                                             --------------               -------------

  Loss from sale of discon-
    tinued business
    operations                               $      (91,311)              $    (331,658)
                                             ==============               =============
</TABLE>


4.    FEDERAL  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.    SEGMENT  AND  GEOGRAPHIC  INFORMATION
       ------------------------------------

      The  Company  has  adopted SFAS No. 131, "Disclosures about Segments of an
      Enterprise and Related Information". Statement 131 requires enterprises to
      report information about operating segments in annual financial statements
      and  selected  information  about reportable segments in interim financial
      reports.  It  also  established  standards  for  related disclosures about
      products,  geographic  areas  and  major  customers.

      During the quarter ended September 30, 2002, the Company made the decision
      to  exit  all  foreign business operations and focus its resources on home
      automation  systems  and  internet  merchandise  sales.  Accordingly,  the
      Company  now  operates  in  only  one  business  segment  and  all foreign
      operations  that  comprised  the  Company  telecommunications business are
      presented  as  discontinued  operations  in  the  accompanying  financial
      statements  (See  Note  3).


6.    NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES
      -----------------------------------------------

      During  the  quarter ended September 30, 2002, the Company sold Andevis AS
      and  accepted  a  $15,000  receivable  from  the  acquirer.


                                      F-10
<PAGE>
Item  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
           RESULTS  OF  OPERATIONS

FORWARD-LOOKING  STATEMENT  AND  INFORMATION

     The Company is including the following cautionary statement in this Form
10-QSB to make applicable and take advantage of the safe harbor provision of the
Private Securities Litigation Reform Act of 1995 for any forward-looking
statements made by, or on behalf of, the Company. Forward-looking statements
include statements concerning plans, objectives, goals, strategies,
expectations, future events or performance and underlying assumptions and other
statements which are other than statements of historical facts. Certain
statements contained herein are forward-looking statements and, accordingly,
involve risks and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward-looking statements.

     The Company's expectations, beliefs and projections are expressed in good
faith and are believed by the Company to have a reasonable basis, including
without limitations, management's examination of historical operating trends,
data contained in the Company's records and other data available from third
parties, but there can be no assurance that management's expectations, beliefs
or projections will result or be achieved or accomplished. In addition to other
factors and matters discussed elsewhere herein, the following are important
factors that, in the view of the Company, could cause actual results to differ
materially from those discussed in the forward-looking statements: the ability
of the Company's management to operate on a global basis; the ability of the
Company to effectuate and successfully operate acquisitions, and new operations;
the ability of the Company to obtain acceptable forms and amounts of financing
to fund current operations and planned acquisitions; the political, economic and
military climate in nations where the Company may have interests and operations;
the ability to engage the services of suitable consultants or employees in
foreign countries; and competition and the ever-changing nature of the
technology and the telecommunications industries. The Company has no obligation
to update or revise these forward-looking statements to reflect the occurrence
of future events or circumstances.

     The following description of our financial position and results of
operations should be read in conjunction with our Financial Statements and the
Notes to Financial Statements contained in this report on Form 10-QSB.


INTRODUCTION

     It is our intent to grow through the continued development of our Home
Automation technology.

     On September 30, 2002, we had one subsidiary in Europe, TGK-Link AS, an
Estonian Voice-Over-IP company that we acquired in July 2001.

     In August 2002, we sold both Andevis AS and Anet Eesti AS and returned UAB
Mediafon to the previous owners in order to maintain our 51% ownership of the
company. Sales and dispositions of these subsidiaries allowed us to exit the
telecommunications business and we are actively looking for buyers for our
remaining assets in Estonia.

     Our stock is listed on the Berlin Stock Exchange, Frankfurt Stock Exchange
and Xetra Stock Exchange (Germany). This will allow the Company to expand its
abilities to raise funds through the expansive European investment communities.

     We have entered into "smart house" technology in the US Utilizing our
extensive Internet/software expertise in the US and Estonia, we have developed a
Home Command Center device (VIP Systems(TM)). This device represents a
combination of uniquely built computer with a touch screen monitor and a
proprietary software package. We believe that the concept of this system will
appeal to builders, high speed Internet providers and home security providers.

     At the present time we have selected a major manufacturer overseas to start
main production for our LCD wall panels, and have ordered first run


<PAGE>
production units from a US manufacturer. A manufacturing contract with Kontron
America will allow us to produce LCD wall panels to satisfy market demand for
2003 production.

We have started first deliveries to our customers and installations through
CompUSA network. Our demo unit is installed at the CompUSA's Digital Living
Center in Plano, TX and we anticipate installing more demo units at CompUSA's
Digital Living Centers nationwide. We have begun an installation training
program with CompUSA personnel in Houston, Texas. We installed our System in
Land Tejas Development Center in Houston, Texas, and we anticipate new orders in
the next quarter. We are also planning to participate at the largest European
"Net-atHome" exhibit in November 2002, and to show our system at the major US
shows, including CES 2003 and International Builders Show (IBS) 2003. We plan to
participate at the Next Generation Home event at the CES and IBS. These events
will give our product nationwide exposure through the Michael Holigan TV series.
An increase in US and European exposure may give us an opportunity to increase
our revenue stream in accordance with our business model.

     We have changed our marketing strategy and will introduce our system as a
turn-key "all options included" package. Although this is a new approach to the
Home Automation market, our all options included package has been well received
by the industry and may allow us to position ourselves as a leader in the Home
Automation Industry.

     The VIP Systems(TM) allows users to control their home remotely from
anywhere in the world. It has a built into the wall futuristic look and a touch
screen command panel. It is fully Internet enabled and easy to operate and we
believe that the features it offers can attract customers to our product.

     We intend to start selling our VIP Systems(TM) line in 2002 through our
agreement with CompUSA as well as independent integrators. We anticipate a
substantial increase in sales activity from our Home Automation business in the
near future.

     In October 2001 we filed a US patent application for our VIP Systems with
fully integrated software/hardware and began assembling units for Beta testing,
which was successfully completed in the last quarter of 2001. We started signing
up premiere builders for the test site. The first contract for installation of
VIP Systems(TM) was signed with one of the leading upscale Houston builders
Kickerillo Homes in December 2001.

     Upon successful completion of testing of our VIP System, we developed a
business relationship with Premise Systems, Inc., a leader in Home Automation
software, and signed an OEM agreement on November 2, 2001. Concurrently with the
signing of this agreement, our software development team in Eastern Europe
completed a proprietary browsing interface that enabled us to incorporate all
hardware/software solutions into a full home automation package.

     In February 2002 we signed a Nationwide agreement with CompUSA to provide
full 24/7 technical support and distribution for our VIP Systems throughout the
US.

     In November 2001 through international marketing efforts we signed a
contract in Russia to provide over 700 units for the leading upscale residential
high-rise builder in Moscow. Currently we are developing a new interface for the
Russian market, and are actively seeking a supplier of remotely controlled
electric switches that can handle the instability of the Russian electrical
current. We believe that overcoming the obstacles inherent in this Russian
contract will take another 6 months.

     In November 2001 we established a dealership in San Antonio, Texas to
market our VIP Systems to homebuilders in that market. To build awareness and
demand for our VIP Systems, we have participated in a number of key trade shows,
including the Consumer Electronics Show in Las Vegas, NV in January 2002, the
International Builders Shows in Atlanta, GA and San Antonio, TX in February
2002, and the Electronic House Expo in Orlando, FL in March 2002. We also
participated in Bob Vila's dotCom dreamHome project and presented our System
during the Grand Opening of the project in Las Vegas, NV in April, 2002.


<PAGE>
     Our business relationship with CompUSA has been transformed into a strong
alliance under CompUSA's nationwide program, the "Digital Living Partnership".
We installed our System in CompUSA's Digital Living Center in Plano, TX, in May
2002. Our Touch Screen system is playing a central role in home automation
environment marketing by CompUSA nationwide. We presented our VIP Systems(TM),
jointly with CompUSA, at the "Connections 2002" show in Dallas, TX in May 2002.

     We have discontinued operation of all our web sites, with the exception of
our 3D shopping mall www.plazaroyal.com. Our web sites were once a central focus
                     ------------------
of our U.S. operation; however, as we have changed our focus to Home Automation
Technology we have shifted our resources to this promising technology.


ANALYSIS  OF  FINANCIAL  CONDITION

     We currently plan to increase the number of our employees. Expansion of our
work force and support of our current operations will be financed from sale of
our common stock. Accordingly, we expect that our existing stockholders will
suffer significant dilution in per share book value.


GOING  CONCERN  ISSUE

     Since we began operations, we have been dependent on debt and equity raised
from individual investors and related parties to sustain our operations. We
incurred net losses of $(848,983) and $(675,732) during the nine months ended
September 30, 2002 and 2001, respectively. We had negative cash flows from
operations of $(413,452) and $(382,193) during the nine months ended September
30, 2002 and 2001.
These factors and our history of recurring losses raise substantial doubt about
our ability to continue as a going concern. Our long-term viability as a going
concern is dependent upon three key factors as follows:

     -    Our ability to obtain adequate sources of debt or equity funding to
          meet current commitments and fund the continuation of our business
          operatio ns

     -    Our ability to acquire or internally develop viable businesses

     -    Our ability to ultimately achieve a sustaining level of profitability
          and cash flows from operations.

     As a result of the factors described above, our auditors, Ham, Langston &
Brezina, L.L.P. included an explanatory paragraph in their opinion on our
audited financial statements for the years ended December 31, 2001 and 2000,
indicating that substantial doubt exists about our ability to continue as a
going concern.

     Our ability to achieve profitability depends on our ability to successfully
market our Home Automation technology. We can give no assurance that we will be
able to achieve commercial success. We are subject to all risks inherent in a
growing venture, including the need to develop marketing expertise and produce
significant revenue. We may incur losses for the foreseeable future due to the
significant costs associated with our operations.

     Recurring losses have resulted in a stockholders' deficit of $(19,004) at
September 30, 2002. Revenues for the nine months ended September 30, 2002 were
$104,205 compared to revenues of $185,673 for the nine months ended September
30, 2001. The decrease in our revenue is a direct result of our efforts to
refocus our business on home automation technology. Losses from continuing
operations in the nine months ended September 30, 2002 and 2001 were
attributable to the high cost of entering the home automation business. Losses
from operation and disposition of our telecommunications subsidiaries had a very
negative effect in 2002. We believe that revenues will increase, and that we
will ultimately be profitable, although we can provide no assurance that
profitability will occur.


<PAGE>
COMPETITION

     There are currently three major competitors in the home automation
industry. Certain of our competitors are more established companies with
substantially greater capital resources and substantially greater marketing
capabilities. We can give no assurances that we will be able to successfully
compete with those more established competitors. In the Home Automation sector
we believe that our VIP Systems(TM) has superior integration and more
functionality than other products on the market. When compared to similar units
manufactured by Crestron Electronics, Inc., HAI and ELAN Home Systems, Inc., our
system is more affordable for distributors and the general public. Our alliance
with CompUSA gives us nationwide technical support, as well as marketing and
distribution channels. These factors may provide First Capital a competitive
advantage in comparison with similar products currently available. We anticipate
that the number of competitors in our market will increase in the future.


RESULTS  OF  OPERATIONS

THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2002  AS  COMPARED TO THE NINE  MONTHS
ENDED SEPTEMBER  30,  2001

     During the nine months ended September 30, 2002, our revenues from
continuing operations were $104,205 as compared to $183,673 for the nine months
ended September 30, 2001.

     During the nine months ended September 30, 2002, operating and general
expenses decreased by $45,646 or 8% as compared to the nine months ended
September 30, 2001. This decrease was the result of our efforts to control costs
and administrative expenses during 2002. The operating and general expenses are
primarily attributable to the development of our internal structure to support
growing operations.

     During the nine months ended September 30, 2002 and 2001 we had stock and
option based compensation of $106,066 and $92,690 due to the issuance of options
or sale of common stock at a below market prices. These sales resulted in
charges to compensation expense for the difference between the sales price and
the market price at the date of sale.

     During the nine months ended September 30, 2002, we had a net loss of
$848,983 as compared to a net loss of $675,732 in the nine months ended
September 30, 2001. Our stock and option based compensation increased slightly
due to our need to compensate and retain qualified personnel.

THE  THREE MONTHS ENDED SEPTEMBER 30, 2002 AS COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER
30,  2001

     During the three months ended September 30, 2002, our revenues from
continuing operations were $10,435 as compared to $50,352 for the three months
ended September 30, 2001. The decrease in revenues is a direct result of our
shift of focus from internet sales to home automation technology.

     During the three months ended September 30, 2002, operating and general
expenses decreased by $52,778 or 31% as compared to the three months ended
September 30, 2001. This decrease was the result of our efforts to control
costs.

     During the three months ended September 30, 2002, we had a net loss of
$(213,968) as compared to a net loss of $(266,538) in the three months ended
September 30, 2001. The reduction in net loss was directly attributable to
improvement in the results of our Eastern European subsidiaries that now
represent discontinued operations, a reduction in stock and option based
compensation and lower Operating and general expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As of September 30, 2002, we had cash resources of $21,440. We estimate
that during three months ending December 31, 2002, our cash requirements will be


<PAGE>
approximately $150,000, or $50,000 per month. We do not presently believe that
we will have positive cash flow from operations in 2002 unless our
revenue-producing operations expand significantly. Such an expansion of
operations would require that we raise a substantial amount of capital (cash)
through the sale of our stock or through borrowing. Such sales of our common
stock would continue until cash flow from operations was adequate to fund our
ongoing cash requirements. Although we plan to obtain additional financing
through the sale of our common stock and by obtaining debt financing, there is
no assurance that capital will be available from any source, or, if available,
upon terms and conditions acceptable to us.

     We currently have no material commitments for capital expenditures for our
U.S. operations. We anticipate that the following expenditures will be made
during the three months ending December 31, 2002, if funds are available:
$100,000 for home automation technology; $100,000 for marketing expenses; and
$150,000 for business development.

     During the nine months ended September 30, 2002, we raised approximately
$378,880 in cash from the sale of our securities. However, we will ultimately
need to produce positive cash flows from operations to meet our long-term
capital needs.


ITEM  3.  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

     Alex Genin, our Chief Executive Officer and also acting Chief Financial
Officer, has concluded that our disclosure controls and procedures are
appropriate and effective. He has evaluated these controls and procedures as of
a date within 90 days of the filing date of this report on Form 10-QSB. There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


                          PART II - OTHER INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During the three months ended September 30, 2002, 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.

     During the three months ended September 30, 2002, we issued 1,000,000
shares of our common stock to investor for cash totaling $50,000 (the market
value for this issuance was $0.11 per share). This sale resulted in charges to
compensation expense for the difference between the sales price and the market
price at the date of sale. This transaction was a private placement made in
reliance on Section 4(2) of the Act.

     During the three months ended September 30, 2002, we granted options to
purchase up to 20,000 shares of common stock to our employees, directors and
vendors. These options are immediately exercisable at an exercise price of $0.20
per share and expire on September 12, 2003. This transaction was a private
placement made in reliance on Section 4(2) of the Act.

     During the three months ended September 30, 2002, due to sale of our
subsidiary Andevis AS, 254,270 shares of common stock were returned to treasury.


<PAGE>
ITEM  5.  OTHER  INFORMATION

     In August 2002, we sold three of our four overseas subsidiaries. We sold
Andevis AS back to the management, who agreed to return 254,270 shares of FCAI,
not exercise their scheduled stock option and retain 100,000 shares for a
nominal consideration.

     We sold Anet Eesti to an independent third party for $15,000.

     We also decided not to exercise option to make payments to UAB Mediafon in
order to maintain our 51% ownership of the company.

     Sale of subsidiaries allows us to divest ourselves from the
telecommunications business and we are actively looking for buyers for our
remaining assets in Estonia.


ITEM  6.  Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits  --  None

(b)  Reports  on  From  8-K--None



                                   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  13,  2002                 By:  /s/
                                              ----------------------------------
                                              Alex  Genin
                                              Chief Executive Officer,
                                              Acting Chief Financial Officer



<PAGE>
                           CERTIFICATIONS
                           --------------


CERTIFICATION  OF  CHIEF  EXECUTIVE  OFFICER
--------------------------------------------

I, Alex Genin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of First Capital
International, Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  November  13,  2002                               /s/  Alex  Genin
                                                         Chief Executive Officer



<PAGE>
CERTIFICATION  OF  CHIEF  FINANCIAL  OFFICER
--------------------------------------------

I, Alex Genin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of First Capital
International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


<PAGE>
Date:  November  13,  2002                               /s/  Alex  Genin
                                                         Chief Financial Officer


I,  Alex Genin, the Chief Executive Officer of First Capital International, Inc.
hereby  certify that First Capital International, Inc.'s periodic report on Form
10QSB  and  the  financial  statements  contained  therein,  fully complies with
the  requirements  of  Section  13(a) or 15(d) of the Securities Exchange Act of
1934  (15  U.S.C. 78m or 78o(d))  and that information contained in the periodic
report  on  Form  10QSB and the  financial  statements  contained therein fairly
represents, in all material respects, the financial condition and results of the
operations  of  First  Capital  International,  Inc.


Date:     November 13, 2002                   /s/     Alex  Genin
                                              Chief Executive Officer of
                                              First Capital International, Inc.



I,  Alex  Genin,  the  Acting  Chief  Financial  Officer  of  First  Capital
International,  Inc.  hereby  certify  that  First Capital International, Inc.'s
periodic  report  on  Form 10QSB and the financial statements contained therein,
fully  complies  with  the  requirements  of  Section  13(a)  or  15(d)  of  the
Securities  Exchange Act of 1934 (15  U.S.C. 78m or 78o(d)) and that information
contained  in  the  periodic  report on  Form 10QSB and the financial statements
contained  therein  fairly  represents, in  all material respects, the financial
condition and results of the operations of  First  Capital  International,  Inc.


Date:     November 13, 2002                   /s/     Alex  Genin
                                              Acting Chief Financial Officer of
                                              First Capital International, Inc.


<PAGE>