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 MARCH 31, 2001

  [ ]   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  MAY 9, 2001, THERE WERE 76,721,412 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

   Item  6.  Exhibits  and  Reports  on  Form  8-K

SIGNATURES



PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________



                   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)



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

                                                                         PAGE(S)
                                                                         -------

Unaudited  Consolidated  Condensed  Financial
  Statements:

  Consolidated  Condensed  Balance  Sheet  as  of
    March  31,  2001  and  December  31,  2000                             F-3

  Unaudited  Consolidated  Condensed  Statement
    of  Operations  for  the  three  months  ended
    March  31,  2001  and  2000                                            F-4

  Unaudited  Consolidated  Condensed  Statement
    of  Stockholders'  Equity  for  the  three
    months  ended  March  31,  2001                                        F-5

  Unaudited  Consolidated  Condensed  Statement
    of  Cash  Flows  for  the  three  months  ended
    March  31,  2001  and  2000                                            F-6

Selected  Notes  to  Unaudited  Consolidated
  Condensed  Financial  Statements                                         F-7


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                                    __________


                                                      MARCH 31,     DECEMBER 31,
                                                         2001           2000
     ASSETS                                          (UNAUDITED)       (NOTE)
     ------                                          ------------  --------------
<S>                                                  <C>           <C>
Current assets:
  Cash and cash equivalents                          $   188,132   $     179,915
  Accounts receivable, net                                65,500          70,503
  Inventory                                              100,295         157,282
  Prepaid expenses and other                               7,335           6,696
                                                     ------------  --------------

    Total current assets                                 361,262         414,396

Cost in excess of net assets of
  acquired businesses, net                               268,982         351,436

Furniture and equipment, net                             141,823         122,217
                                                     ------------  --------------

      Total assets                                   $   772,067   $     888,049
                                                     ============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Note payable                                       $    46,671   $       5,151
  Accounts payable and accrued liabilities               119,074          97,549
                                                     ------------  --------------

    Total current liabilities                            165,745         102,700

Long-term debt                                            11,500          12,500

Minority interest                                          1,610               -

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000
    shares authorized; 76,721,412 and 76,251,412
    shares issued and outstanding at March 31, 2001
    and December 31, 2000, respectively                   76,721          76,251
  Additional paid-in capital                           4,024,141       3,956,301
  Unissued common stock                                   52,865         150,365
  Accumulated deficit                                 (3,559,685)     (3,408,292)
  Accumulated other comprehensive loss                      (830)         (1,776)
                                                     ------------  --------------

      Total stockholders' equity                         593,212         772,849
                                                     ------------  --------------

        Total liabilities and stockholders'
          equity                                     $   772,067   $     888,049
                                                     ============  ==============
</TABLE>

Note:  The consolidated balance sheet at December 31, 2000 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.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                   __________

                                                  THREE  MONTHS  ENDED
                                                       MARCH  31,
                                               --------------------------
                                                   2001          2000
                                               ------------  ------------
<S>                                            <C>           <C>
Revenue:
  Booking revenue                              $    40,436   $         -
  Service revenue                                  120,474             -
  Merchandise sales                                104,953        15,960
                                               ------------  ------------

    Total revenue                                  265,863        15,960
                                               ------------  ------------

Costs and expenses:
  Cost of merchandise sold                          60,542         6,387
  Supplies and materials                            73,188             -
  Stock and option based compensation                    -        10,000
  Operating and general expenses                   264,498       142,322
  Amortization of cost in excess of net
    assets of businesses acquired                    4,919             -
  Depreciation expense                              18,328           237
                                               ------------  ------------

    Total costs and expenses                       421,475       158,946
                                               ------------  ------------

Loss from operations                              (155,612)     (142,986)
                                               ------------  ------------

Other income (expense):
  Interest income                                    1,058           475
  Other income (expense)                              (361)          682
  Interest expense                                    (540)            -
                                               ------------  ------------

    Other income, net                                  157         1,157
                                               ------------  ------------

      Loss from continuing operations before
        minority interest                         (155,455)     (141,829)
                                               ------------  ------------

Minority interest                                    4,062             -
                                               ------------  ------------

        Loss from continuing operations           (151,393)     (141,829)
                                               ------------  ------------

Discontinued operations:
  Loss from operation of discontinued
    business segment                                     -        (7,982)
                                               ------------  ------------

      Income (loss) from discontinued
        operations                                       -        (7,982)
                                               ------------  ------------

Net loss                                       $  (151,393)  $  (149,811)
                                               ============  ============

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

    Total                                      $     (0.00)  $     (0.00)
                                               ============  ============

Weighted average shares outstanding             76,486,142    70,891,802
                                               ============  ============
</TABLE>


                             See accompanying notes
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                      FIRST CAPITAL INTERNATIONAL, INC.
                     UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                  FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                              __________


                                                                                      ACCUMULATED
                                                   ADDITIONAL  UNISSUED                   OTHER       TOTAL
                                  COMMON STOCK      PAID-IN     COMMON    ACCUMULATED COMPREHENSIVE STOCKHOLDERS'
                                SHARES    AMOUNT    CAPITAL      STOCK      DEFICIT       LOSS       EQUITY
                              ----------  -------  ----------  ---------  ------------  --------  ----------
<S>                           <C>         <C>      <C>         <C>        <C>           <C>       <C>
Balance at December 31, 2000  76,251,412  $76,251  $3,956,301  $150,365   $(3,408,292)  $(1,776)  $ 772,849

Net loss                               -        -           -         -      (151,393)        -    (151,393)

Other comprehensive income-
  foreign currency transla-
  tion adjustment                      -        -           -         -             -       946         946
                                                                                                  ----------

Comprehensive income                                                                               (150,447)
                                                                                                  ----------

Common stock issued for cash     360,000      360      44,640         -             -         -      45,000

Common stock issued to ac-
  quire TGK-Link AS              100,000      100      20,210         -             -         -      20,310

Common stock issued for
  services                        10,000       10       2,990         -             -         -       3,000

Purchase price adjustment on
  acquisition of Flamingo
  Travel, Inc.                         -        -           -   (97,500)            -         -     (97,500)
                              ----------  -------  ----------  ---------  ------------  --------  ----------

Balance at March 31, 2000     76,721,412  $76,721  $4,024,141  $ 52,865   $(3,559,685)  $  (830)  $ 593,212
                              ==========  =======  ==========  =========  ============  ========  ==========
</TABLE>


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

                                            THREE  MONTHS  ENDED
                                                MARCH  31,
                                           ----------------------
                                             2001        2000
                                           ---------  -----------
                                                      (RESTATED)
<S>                                        <C>        <C>
Cash flows from operating activities       $(43,311)  $  (27,288)
                                           ---------  -----------

Cash flows from investing activities:
  Acquisition of furniture and equipment     (2,136)           -
  Acquisition of TGK-Link AS                (10,275)           -
                                           ---------  -----------

    Net cash required by investing
      activities                            (12,411)           -
                                           ---------  -----------

Cash flows from financing activities:
  Proceeds from sale of common stock         45,000      305,000
  Proceeds from notes payable                23,020        3,243
  Payments on notes payable                  (1,000)           -
                                           ---------  -----------

    Net cash provided by financing
      activities                             67,020      308,243
                                           ---------  -----------

Effects of exchange rate changes on cash     (3,081)        (195)
                                           ---------  -----------

Net increase in cash and cash equivalents     8,217      164,922

Cash and cash equivalents, beginning
  of period                                 179,915      115,838
                                           ---------  -----------

Cash and cash equivalents, end of period   $188,132   $  280,760
                                           =========  ===========
</TABLE>


                             See accompanying notes
                                       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  periods ended March 31, 2001 and 2000 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,  2000 and 1999. Accordingly, the Company's
     audited  financial  statements  should  be  read  in  connection with these
     financial  statements.


2.   ACQUISITION  OF  TGK-LINK  AS  ("TGK")
     --------------------------------------

     On  January  12,  2001, the Company acquired 65% of TGK, an Estonian public
     limited  company  that  provides  voice-over-internet-protocol ("VOIP") and
     INTERNET  banking  services  in  Estonia.  The  total  purchase  price  was
     approximately  $35,000  based  on  the  issuance  of  100,000 shares of the
     Company's  common  stock  and the payment of $15,000 in cash. In connection
     with  the  acquisition  of  TGK,  the  Company  committed  to provide up to
     $150,000 of additional investment in the ongoing activities of TGK in equal
     monthly  payments  over  the  eight  months  following the acquisition. The
     purchase  agreement  for  TGK  also  includes  a provision for the Company,
     twenty-  four  months  after  the  acquisition,  to have the right of first
     refusal  to  acquire  an additional 25% of TGK, based on a profits formula.

     Following  is  a  summary of assets acquired and liabilities assumed in the
     purchase  of  TGK  that  occurred  during the quarter ended March 31, 2001:


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


2.   ACQUISITION  OF  TGK-LINK  AS  ("TGK")  CONTINUED
     -------------------------------------------------

     Assets  acquired:
       Fair  value  of  tangible
         assets  acquired                  $   43,863
       Excess  of  cost  over  net
       assets  of  business  acquired          29,777
                                           ----------

         Total  assets  acquired               73,640

     Cash  paid  or  payable, net of
       cash  acquired                          10,275
     Market  value  of  common stock
       issued  or  issuable                    20,310
                                           ----------

     Liabilities  assumed  and
       minority  interest                  $   43,055
                                           ==========


3.   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.


4.   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.

     The Company currently operates in the telecommunications/data transmission,
     internet  service  and  travel  sectors  and is actively seeking additional
     qualified businesses to acquire. The Company's four reportable segments are
     based  upon  geographic  area  and  type  of  business. All subsidiaries in
     Estonia  currently  operate  with  the  Estonian  kroon as their functional
     currency.


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


4.   SEGMENT  AND  GEOGRAPHIC  INFORMATION  (CONTINUED)
     --------------------------------------------------

     The  accounting policies of the segments are the same as those described in
     the  summary  of  significant  accounting  policies in the Company's annual
     financial  statement.  The Company evaluates performance based on income or
     loss  from  operations  before  interest,  nonrecurring  gains  and losses,
     foreign  exchange  gains  and  losses,  and  income  taxes.

     Following  is  a  summary  of  segment  information:


<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED MARCH 31,
                                 ----------------------------
                                       2001        2000
                                    ----------  ----------
<S>                                 <C>         <C>
Net Revenue:
  United States - corporate and
    internet commerce               $ 106,128   $  17,117
  United States - travel services      40,436           -
  Estonia - internet service           36,961           -
  Estonia - telecommunications and
    contract software development      82,338           -
                                    ----------  ----------

    Total net revenue               $ 265,863   $  17,117
                                    ==========  ==========

Depreciation and amortization
  United States - corporate and
    internet commerce               $     317   $     237
  United States - travel services         404           -
  Estonia - internet service           11,893           -
  Estonia - telecommunications and
    contract software development      10,633           -
                                    ----------  ----------

    Total depreciation and
      amortization                  $  23,247   $     237
                                    ==========  ==========

Income (loss) from operations:
  United States - corporate and
    internet commerce               $(116,379)  $(141,829)
  United States - travel services       6,452           -
  Estonia - internet service          (32,787)          -
  Estonia - telecommunications and
    contract software development     (12,898)          -
                                    ----------  ----------

    Total loss from operations      $(155,612)  $(141,829)
                                    ==========  ==========
</TABLE>


                                    Continued
                                       F-9
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
    NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED

<TABLE>
<CAPTION>
4.   SEGMENT  AND  GEOGRAPHIC  INFORMATION,  CONTINUED
     -------------------------------------------------

                                      MARCH 31   DECEMBER 31
                                        2001         2000
                                      ---------  ------------
<S>                                   <C>        <C>

Long-Lived Assets:
  United States - corporate and
    internet commerce                 $   2,282  $      2,513
  United States - travel services         1,668         9,504
  Estonia - internet service             77,072        85,379
  Estonia - telecommunications and
       contract software development     60,801        24,821
                                      ---------  ------------

    Total long-lived assets           $ 141,823  $    122,217
                                      =========  ============

Assets:
  United States - corporate and
    internet commerce                 $ 212,892  $    297,772
  United States - travel services        33,829       140,942
  Estonia - internet service            187,224       196,509
  Estonia - telecommunications and
    contract software development       338,121       252,826
                                      ---------  ------------

    Total assets                      $ 772,067  $    888,049
                                      =========  ============

Capital Expenditures:
  United States - corporate and
    internet commerce                 $      86  $          -
  United States - travel services             -             -
  Estonia - internet service                517             -
  Estonia - telecommunications and
    contract software development         1,533             -
                                      ---------  ------------

    Total capital expenditures        $   2,136  $          -
                                      =========  ============
</TABLE>


                                       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 Internet
and  the telecommunications and data transmission 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 current intent to grow through the continued development of our
telecommunication  and data transmission operations, through internal growth and
through  acquisitions.  We  intend  to make any business acquisitions by issuing
common stock; however, we may need additional cash to complete acquisitions.  If
additional  capital  is  needed, we will raise substantially all such funds from
outside  sources.  We  anticipate that most acquisitions we make during the next
12  months  will  be  of  operating  entities with existing management in place.

     We are currently working on establishing VoIP and wireless Internet service
applications  in  the Baltic Region.  We are currently working being an Internet
Service  Provider  ("ISP") to cable TV subscribers in Estonia.  This will enable
us  to  expand  ISP  and  VoIP  services  in  Estonia.  We plan to use a similar
business  model  to  exploit  markets  in  Eastern  and  Central  Europe.

     In January, 2001 we acquired a 65% of the equity of TGK-LINK AS, an Estonia
based  VoIP  company  with  extensive  relationships  within the local corporate
marketplace.  TGK-LINK also acts as the ``Global One'' service Representative in
Estonia,  providing  data transmission to the banking sector in Estonia.  In the
past  several  years TGK-LINK has been involved in the ``Smart Card'' technology
development  and  Service  Applications  within  the  Baltic  Regional  Markets.

     www.3Dzip.com.  In  April  2000  we  launched  the  formal operation of our
www.3Dzip.com  web  site and subsequently received our first contract to provide
3-D  web  design  services.  At  present,  we  are  developing  bids for several
projects and are in the process of making proposals to various retail customers.
These  activities  will  be  subject  to  our  receiving  funding.


<PAGE>
     Anet  Eesti AS. In April 2000, we acquired Anet Eesti AS (formerly known as
AS Mainor Anet, an Internet service provider in Estonia. This ISP is expected to
contribute  about  $400,000  per  year  in  revenue  to  our consolidated income
statement  and  has  set  the  stage  for  additional  acquisitions  in  the
telecommunications and data transmission industry in Eastern and Central Europe.
The  management  of  Anet Eesti AS provides us with expertise and infrastructure
for  both  present  activities  and  future  activities  and acquisitions in the
region.

     www.FlamingoTravel.net.  In  April  2000, we also acquired Flamingo Travel,
Inc.,  an  existing  U.S.  travel  agency  with  online  operations  at
www.flamingotravel.net.  This  acquisition  will  allow  us  to  enter  into the
lucrative e-travel business and will provide increased exposure of our web sites
to  travel  consumers  in  various  regions  throughout  the  world.

     www.MDGshop.com.  We are actively pursuing brand recognition of merchandise
offered  at  this  site. At present, the site generates gross sales of $4,000 to
$7,000 per month without related increases in our advertising costs. We recently
signed  an  agreement  with  Nabisco  Championship wherein we became an official
supplier  of  watches  for  the  2001 Nabisco Championship Golf Tournament. This
agreement  resulted  in  revenues  of  approximately  $130,000  during the first
quarter  of  2001. We have completed the selection of vendors to supply our site
and  these  vendors  are now prepared to provide our customers with luxury items
that  we  have  picked  for  sale  at  our  web  site. Our current plan requires
additional  marketing personnel, as well as additional advertising expenditures.
We  plan  to  conduct  showings  with certain major retail chains to promote our
luxury  goods  and  will  be  attempting  to negotiate formal agreements to sell
"Marchese  di  Genin"  branded  items  through  these  major  retail  chains.

     www.LegalClaims.com.  We  are  actively looking for partnerships and formal
alliances  with  major  law  firms,  in order to launch a marketing campaign and
membership  drive.  At  the  present time, our site is being actively visited by
the  general  public  and  our  bulletin  board  is receiving a variety of legal
questions  from  all over the world.  However, we are currently unable to answer
most  of  these  postings  due to a lack of the necessary legal specialists, who
have the experience to respond to these postings.  We are proceeding with a plan
to  build  alliances  with qualified law firms that are capable of responding to
the  legal  questions  posted  to  our  LegalClaims.com  bulletin  board.

     www.Andevis.ee.  In  July  2000, we acquired an Internet solutions company,
AS  Andevis  We believe that this acquisition will contribute revenues in excess
of  $300,000 to year 2001 operating results.  Andevis has been in business since
1992  and  provides  Internet  and  database  solutions,  for  European clients.
Andevis  employs  15  experienced  programmers,  and includes the designation of
Oracle  certified  specialist among its capabilities.  We plan to use Andevis to
develop  our own Baltic Region capabilities, as a solutions provider in the U.S.
and  to support our internal telecommunications operations in the Baltic Region.

     Our  major  efforts  during  the  last  half  of the year 2000 have been to
establish  Voice over IP ("VoIP") telecommunications services in Eastern Europe.
We  intend  to  sell  off  our  Internet  web  sites  as we focus on the Baltic,
Eastern  and  Central  European telecommunications and data transmission market.

     We  have arrangements with two cable TV operators in Eastern Europe whereby
we will provide them with Internet service for their subscribers as well as VoIP
long  distance  service.  The total number of subscribers for these companies is
approximately  30,000  homes.

     In  January  2001,  we  acquired  65% TGK-LINK AS, a local VoIP Provider in
Estonia.  This  transaction  will  enable  us  to  acquire  the  local technical
expertise  needed for our VoIP Operations and the initial hardware equipment for
our  VoIP  operations.  In  February  2001,  TGK-LINK signed an Agreement with a
leading  U.S.  VoIP  company,  I-BASIS,  to  provide  hardware and full logistic
support  for  the  VoIP  Service  beyond  Estonia.

     During November and December 2000, our wholly-owned subsidiary, Anet Eesti,
leased  a  separate  direct broadband line to Helsinki, Finland in order to have
broadband  access  for  our  VoIP service.  We are negotiating joint ventures in
Lithuania  and  St.  Petersburg.  We expect to have a majority interest in these
joint ventures.  These joint ventures, if successfully negotiated, will allow us
to  offer  data/voice  transmission  service  in  that  region.  We  anticipate
generating  long  distance data/voice traffic in excess of 3,000,000 minutes per
month  from  these  joint  ventures.  However, the success of Anet Eesti and the
related joint ventures is dependent on our ability to raise funds to finance our
growth.


<PAGE>
     Our  stock  is  listed  on  the  Berlin  Stock Exchange and the NEWEX Stock
Exchange  (Austria).  This  will  allow  the  Company to expand its abilities to
raise  funds  through  the  expansive  European  investment  communities.

     Disposition  and  sale  of our EIP leasing subsidiary.  On July 24, 2000 we
sold  our  subsidiary,  EIP  Liisingu  AS, an Estonian corporation ("EIP").  The
buyer  was  Literary Financing Limited, a Hong Kong corporation, which purchased
all  of the outstanding shares of EIP from us for the sum of $10,000.  EIP is in
the  leasing business in Estonia.  We sold EIP because it was not profitable and
because  it  no  longer  fit  into  our  current  business model.  The terms and
conditions  of  this  transaction  were  determined  by the parties through arms
length  negotiations.  However,  no  formal  appraisal  was  conducted.

     Our  current  business  model is to start or acquire telecommunications and
data  transmission  businesses  in  the Baltic Region and in Eastern and Central
Europe.

ANALYSIS  OF  FINANCIAL  CONDITION

     We  are  actively seeking new acquisitions in the United States and Europe.
In  Eastern Europe, we are pursuing various acquisition opportunities, including
telecommunications and data transmission acquisition opportunities in the Baltic
Region.  We  are  seeking to accomplish any future acquisitions through exchange
of  our  common  stock  for  target  companies.  This approach will enable us to
expand  our  asset  base  without  using  our cash resources.  Although, current
stockholders  may  experience  substantial  dilution  in  per  share book value.

     We  currently  plan  to  increase  the  number of our employees by hiring a
marketing  manager  and  an  operations manager. 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 $587,475 and $1,141,821 during the years ended December
31,  2000  and  1999,  respectively.  We had negative cash flows from operations
of  $605,374  and  $440,781  during  the years ended December 31, 2000 and 1999.
During  the first quarter of 2001, we incurred net losses of $151,393, and had a
negative cash flow from operations of $43,311.  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 operations

-    Our  ability  of  to  acquire  or  internally  develop  viable  businesses

-    Our  ability  to  ultimately  achieve  profitability  and  cash  flows from
     operations  in  amounts  that  would  sustain  our  operations

     As  a  result  of  these  potential  liquidity problems, our auditors, Ham,
Langston  & Brezina, L.L.P. have added an explanatory paragraph in their opinion
on  our  audited  financial statements for the years ended December 31, 2000 and
1999,  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
develop  and  market  ISP  services,  VoIP  services,  software  subcontracting
services,  telecommunications  services  and  data transmissions services in the
Baltic  Region and in Eastern and Central Europe.  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.


<PAGE>
Recurring  losses  have  resulted  in  an  accumulative deficit of $3,408,292 at
December 31, 2000, and $3,559,685 at March 31, 2001.  Revenues for quarter ended
March  31, 2001 were $265,863  compared to revenues of $15,960 for quarter ended
March 31, 2000.  Our revenue increase is a direct result of acquisitions and our
efforts  to refocus our business in the telecommunications and data transmission
sectors.  Our  new focus has resulted in our purchase of businesses that we feel
can  improve our operating results.  Losses in the quarters ended March 31, 2001
and  2000  were  attributable primarily to our Internet activities and the early
stage  of our business.  We believe that our revenues will increase, and that we
will  ultimately  be  profitable,  although  we  can  provide  no assurance that
profitability  will  occur.

     Acquisition  activities  and  business  development  resulted  in corporate
headquarters  accounting  for  approximately  99%  of  our total net loss in the
quarters  ended  March  31,  2001  and  2000.

COMPETITION

     Through  the  capabilities of our subsidiaries, TGK-Link and Anet Eesti, we
can  become  a  major  VoIP  provider  in the Baltic Region.  Estonia is a newly
deregulated  telecommunications  market.  We  have four major competitors in the
Baltic  Region:  Eesti Telefon (a traditional phone company and the former phone
monopoly),  Tele2,  Uninet  and  STV.  Our  competitive advantage in the average
retail price for outbound VoIP ranges from 6% lower than Tele2 to 80% lower than
Eesti  Telefon.

     In  the  Baltic  Region,  most  retail  VoIP  services are marketed through
pre-paid  calling cards.  The technology is just becoming available, and not all
countries  have  deregulated  their  telecommunications  industry.  Latvia  and
Lithuania  have  monopoly  phone  companies  and  they  will  not  be completely
privatized  until  the  end  of 2002.  Currently, we are able to provide prepaid
VoIP  phone  cards,  which  have  much  lower  rates than the monopoly telephone
services.  This  also creates an advantage for us to establish infrastructure in
the  region  by  the  time  these  countries  start  the  deregulation  process.

RESULTS  OF  OPERATIONS

     We  had  a  plan  to  dispose of all of our leasing operations, and in July
2000,  we  sold  EIP  for  $10,000 cash and recognized a gain of $131,421 on the
sale.  The  operations of the discontinued leasing operation were presented as a
single line item in our audited financial statements for the year ended December
31,  2000  as  a gain (loss) from operations of discontinued leasing operations.

THE QUARTER ENDED MARCH 31, 2001 AS COMPARED TO THE QUARTER ENDED MARCH 31, 2000

     During  the  quarter  ended  March  31,  2001, our revenues from continuing
operations  were $265,863 as compared to $15,960 for the quarter ended March 31,
2000.  The  increase was a result of our acquisitions of www.FlamingoTravel.net,
Anet  Eesti  AS,  AS Andevis and AS TGK-Link, combined with merchandise sales on
our  www.MDGshop.com  web  site.

     During  the  quarter  ended  March 31, 2001, operating and general expenses
increased  by  $122,176  or 86% as compared to the quarter ended March 31, 2000.
This  increase was made up of increases in personnel costs and in administrative
expenses.  The  increases  were  attributable to the development of our internal
structure  to  support  growing  operations  and  the  acquisitions  of
www.FlamingoTravel.net,  Anet  Eesti  AS,  AS  Andevis  and  AS  TGK-Link.


     Depreciation  expense  and amortization of goodwill were $23,247 in quarter
ended  March  31,  2001  as  compared  to $237 the quarter ended March 31, 2000,
because  of  the four businesses we acquired during 2000 and 2001. Each business
had equipment and each acquisition included a cost that was in excess of the net
assets  acquired.


     During  the  quarter ended March 31, 2001, we had a net loss of $151,393 as
compared  to  a  net loss of $149,811 in the quarter ended March 31, 2000. Since
March  31,  2000  we  reduced  stock  and  option  based  compensation  charges,
eliminated  a high interest rate debt, sold one subsidiary and acquired four new
businesses  in  the  United  States  and  Eastern  Europe.  All  these  factors
contributed  to  the  results of operations. Our losses during both quarters are
attributable  to  our  operations  in  the  United  States  and  Eastern Europe.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  March 31, 2001, we had cash resources of $188,132. We estimate that
during  nine  months  ending  December  31,  2001, our cash requirements will be
approximately  $450,000,  or $50,000 per month. We do not presently believe that
we  will  have  positive  cash  flow  from  operations  in  2001  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  nine  months  ending  December  31,  2001,  if funds are available:
$150,000  for  telecommunications  and data transmission equipment; $100,000 for
marketing  expenses;  and  $250,000 for business development and acquisitions in
Eastern  and  Central  Europe.

     During the quarter ended March 31, 2001, we raised $45,000 in cash from the
sale  of  our  securities.

     We  will  ultimately need to produce positive cash flows from operations to
meet  our  long-term  capital  needs.

FOREIGN  CURRENCY  TRANSLATION  AND  INFLATION  ISSUES

     Foreign  Currency  Issues.  The  Estonian  kroon  ("EEK") is the functional
currency  for  our  Estonian subsidiaries.  Small changes in the U.S. dollar/EEK
exchange  rate  do  not  have  a significant impact on our financial position or
results  of  operations.  However,  declines  in  the value of the EEK generally
reduce  the  value  of  our assets and cause deterioration our overall financial
position.  To  stabilize the EEK, 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.  Because the EEK is
the  functional  currency  of our 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,  we  have  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, we are 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 our
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, we are 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 our transactions in Estonia.

     Our  results  of  operations  were  improved  when  our 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. 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  our  functional  currency


<PAGE>
     Estonian  Inflation  Issues.  Estonia  does  not have a highly inflationary
economy  at  the  present  time,  although in the recent past Estonia did have a
highly  inflationary economy.  Since the early 1990's, Estonia has experienced a
great  amount of political and economic instability and inflation increased, but
stabilized  in 1999 through 2000.  Accordingly, the government's monetary policy
could  come under pressure.  If inflation increases, both the outlook for us and
the  effect  of  translation  adjustments  will  negatively impact our financial
position  and  results  of operations.  The Estonian Consumer Price Index growth
rate  has  decreased  to  0.2%  in  December  2000  from 0.8% in December, 1999.
Estonia's imports in the year 2000 increased by approximately 43% over 1999.  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 our financial position and
results  of  operations.


                           PART  II  -  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During  the  quarter  ended  March  31,  2001,  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 quarter ended March 31, 2001, we issued 470,000 shares of our common
stock,  100,000  as a part of our acquisition agreement with AS TGK-Link, 10,000
as  a  payment  for  services  rendered and 360,000 to investors for cash. These
sales resulted in charges to compensation expense for the difference between the
sales  price and the market price at the date of sale. No options granted during
this  quarter.

This  transaction  was  a  private  placement  made
in  reliance  on  Section  4(2)  of  the  Act.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

     NONE.


(B)  REPORTS  ON  FORM  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:  May  9,  2001               By:  /s/  Alex  Genin
                                   Alex  Genin
                                   Chief  Executive  Officer


Date:  May  9,  2001               By:  /s/  Joselito  H.  Sangel
                                   Joselito  H.  Sangel
                                   Vice  President  of  Finance


<PAGE>