UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2003

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM         TO

                          COMMISSION FILE NO. 000-26271

                        FIRST CAPITAL INTERNATIONAL, INC.
              (Exact Name of Small Business Issuer in its Charter)

<TABLE>
<CAPTION>
<S>                                <C>                          <C>
         DELAWARE                             3571                  76-0582435
  (State or Other Jurisdiction     Primary Standard Industrial   (I.R.S. Employer
of Incorporation or Organization)  Classification Code Number   Identification No.)
</TABLE>

                      5120 WOODWAY
                       SUITE 9000
                     HOUSTON, TEXAS                                    77056
(Address and telephone number of Principal Executive Offices)        (Zip Code)

                                 (713) 629-4866
                (Issuer's Telephone Number, Including Area Code)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or 15(d) of the Exchanged Act 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        No

Number  of  shares  outstanding as of the close of business on November 6, 2003:

        TITLE OF CLASS                       NUMBER OF SHARES OUTSTANDING
 -------------------------------             ----------------------------
 Common Stock, $0.001 par value.                     92,364,032

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

Item 3. Controls and Procedures

                          PART II - OTHER INFORMATION

Item 2. Changes in Securities

Item 5. Other Events

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>


                        FIRST CAPITAL INTERNATIONAL, INC.

                                   __________




              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002



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


                                                                 PAGE(S)
                                                                 -------
<S>                                                              <C>
Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheet as of September 30, 2003
    and December 31, 2002                                        F-3

  Unaudited Consolidated Condensed Statement of Operations
    for the three months and nine months ended September 30,
    2003 and 2002                                                F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Equity for the nine months ended September 30, 2003          F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the nine months ended September 30, 2003 and 2002        F-6

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


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
                                   __________


                                                               SEPTEMBER 30,    DECEMBER 31,
                                                                   2003             2002
     ASSETS                                                     (UNAUDITED)        (NOTE)
     ------                                                  ---------------  --------------
<S>                                                           <C>              <C>
Current assets:
  Cash and cash equivalents                                   $        5,280   $      70,422
  Accounts receivable                                                 17,468           5,102
  Inventory                                                          147,440         151,277
  Current assets of discontinued business segment                          -          12,146
                                                              ---------------  --------------

    Total current assets                                             170,188         238,947

Office equipment, net                                                    389             858

Non-current assets of discontinued business segment                        -           3,082
                                                              ---------------  --------------

      Total assets                                            $      170,577   $     242,887
                                                              ===============  ==============


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

Current liabilities:
  Notes payable and current portion of long-term debt         $      100,542   $      69,269
  Notes payable to related parties                                   128,590          23,434
  Accounts payable and accrued liabilities                            36,584          33,605
  Current liabilities of discontinued business segment                     -           3,380
                                                              ---------------  --------------

    Total current liabilities                                        265,716         129,688

Long-term debt                                                             -          17,768

Commitments and contingencies

Stockholders' equity (deficit):
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 92,238,932 and 90,031,932 shares issued
    and outstanding at June 30, 2003 and December 31, 2002,
    respectively                                                      92,316          90,032
  Additional paid-in capital                                       6,533,065       6,392,073
  Unissued preferred stock                                           800,000         530,000
  Unissued common stock                                                    -         119,450
  Accumulated deficit                                             (7,507,020)     (7,030,444)
  Subscription receivable                                            (13,500)         (5,800)
  Accumulated other comprehensive loss                                     -             120
                                                              ---------------  --------------

      Total stockholders' equity (deficit)                           (95,139)         95,431
                                                              ---------------  --------------

        Total liabilities and stockholders' equity (deficit)  $      170,577   $     242,887
                                                              ===============  ==============
</TABLE>


Note:  The consolidated balance sheet at December 31, 2002 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, 2003 AND 2002
                                   __________


                                         THREE MONTHS ENDED          NINE MONTHS ENDED
                                            SEPTEMBER 30,               SEPTEMBER 30,
                                     --------------------------  --------------------------
                                         2003          2002          2003          2002
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Revenue:
  Service revenue                    $         -   $         -   $         -   $       385
  System sales                            20,788        10,435       196,368        62,800
  Internet merchandise sales               8,576             -        24,750        41,020
                                     ------------  ------------  ------------  ------------

    Total revenue                         29,364        10,435       221,118       104,205
                                     ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of systems sold                    12,852             -       109,767        20,420
  Cost of merchandise sold                 4,802         8,507        15,427        41,070
  Operating and general expenses         183,478       116,697       512,868       500,587
  Stock and option based compensa-
    tion                                   4,500         1,600        10,976       106,066
  Research and development                 5,386             -        27,637             -
  Depreciation expense                        75           192           469           638
                                     ------------  ------------  ------------  ------------

    Total costs and expenses             211,093       126,996       677,144       668,781
                                     ------------  ------------  ------------  ------------

Loss from operations                    (181,729)     (116,561)     (456,026)     (564,576)
                                     ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                             15            99            94           330
  Interest expense                        (7,315)       (2,593)      (12,375)       (7,234)
                                     ------------  ------------  ------------  ------------

    Other income (expense), net           (7,300)       (2,494)      (12,281)       (6,904)
                                     ------------  ------------  ------------  ------------

Loss from continuing operations         (189,029)     (119,055)     (468,307)     (571,480)
                                     ------------  ------------  ------------  ------------

Discontinued operations:
  Loss from disposal of discon-
    tinued business segment               (2,106)      (25,094)       (2,106)      (76,674)
  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              (2,383)      (69,819)       (6,163)     (200,829)
                                     ------------  ------------  ------------  ------------

    Income (loss) from discontin-
      ued operations                      (4,489)      (94,913)       (8,269)     (277,503)
                                     ------------  ------------  ------------  ------------

Net loss                             $  (193,518)  $  (213,968)  $  (476,576)  $  (848,983)
                                     ============  ============  ============  ============

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

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


Weighted average shares outstanding   92,288,932    88,074,951    91,892,225    87,602,395
                                     ============  ============  ============  ============
</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 (DEFICIT)
                                            __________


                                                                                                                      ACCUMULATED
                                                                                                                      OTHER COMP-
                                                    ADDITIONAL   UNISSUED    UNISSUED     SUBSCRIP-                     REHENSIVE
                                  COMMONSTOCK        PAID-IN    PREFERRED     COMMON        TION       ACCUMULATED      INCOME
                                SHARES    AMOUNT     CAPITAL      STOCK       STOCK      RECEIVABLE      DEFICIT        (LOSS)
                              ----------  -------  -----------  ----------  ----------  ------------  -------------  -------------
<S>                           <C>         <C>      <C>          <C>         <C>         <C>           <C>            <C>
Balance at December 31, 2002  90,031,932  $90,032  $ 6,392,073  $  530,000  $ 119,450   $    (5,800)  $ (7,030,444)  $        120

Net loss                               -        -            -           -          -             -       (476,576)             -

Other comprehensive loss:
  foreign currency trans-
  lation                               -        -            -           -          -             -              -           (120)
                                                                                                                     -------------

  Comprehensive loss

Cash received for preferred
  stock not yet approved or
  issued                               -        -            -     270,000          -             -              -              -

Common stock issued for
  cash                         2,216,500    2,216      128,834           -   (118,200)       (7,700)             -              -

Common stock issued for
  services                        68,000       68        2,458           -     (1,250)            -              -              -

Compensatory stock options
  issued to officers and
  employees                            -        -        9,700           -          -             -              -              -
                              ----------  -------  -----------  ----------  ----------  ------------  -------------  -------------

Balance at September 30,
  2003                        92,316,432  $92,316  $ 6,533,065  $  800,000  $       -   $   (13,500)  $ (7,507,020)  $          -
                              ==========  =======  ===========  ==========  ==========  ============  =============  =============



                                TOTAL
                                STOCK-
                               HOLDERS
                                EQUITY
                              ----------
<S>                           <C>
Balance at December 31, 2002  $  95,431

Net loss                       (476,576)

Other comprehensive loss:
  foreign currency trans-
  lation                           (120)
                              ----------

  Comprehensive loss           (476,696)
                              ----------

Cash received for preferred
  stock not yet approved or
  issued                        270,000

Common stock issued for
  cash                            5,150

Common stock issued for
  services                        1,276

Compensatory stock options
  issued to officers and
  employees                       9,700
                              ----------

Balance at September 30,
  2003                        $ (95,139)
                              ==========
</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, 2003 AND 2002
                                   __________


                                                            SEPTEMBER 30,    SEPTEMBER 30,
                                                                2003             2002
                                                           ---------------  ---------------
<S>                                                        <C>              <C>
Cash flows from operating activities:
  Net loss                                                 $     (476,576)  $     (848,983)
  Adjustment to reconcile net loss to net cash used in
    operating activities                                           15,933          454,551
                                                           ---------------  ---------------

    Net cash used in continuing operations                       (460,643)        (394,432)
    Net cash used in discontinued operations                         (252)         (19,020)
                                                           ---------------  ---------------

      Net cash used in operating activities                      (460,895)        (413,452)
                                                           ---------------  ---------------

Cash flows from investing activities:
  Acquisition of property and equipment                                 -           (5,383)
  Cash received (surrendered) upon sale or disposal
    of businesses                                                   1,000           (7,054)
                                                           ---------------  ---------------

    Net cash used in continuing operations                              -                -
    Net cash used in discontinued operations                        1,000          (12,437)
                                                           ---------------  ---------------

      Net cash provided by (used in) investing activities           1,000          (12,437)
                                                           ---------------  ---------------

Cash flows from financing activities:
  Proceeds from notes payable and long-term debt                  131,308           65,000
  Proceeds from sale of common and preferred stock                275,150          378,880
  Payments on notes payable and long-term debt                    (12,647)          (7,339)
                                                           ---------------  ---------------

    Net cash provided by continuing operations                    393,811          436,541
    Net cash used in discontinued operations                            -                -
                                                           ---------------  ---------------

      Net cash provided by financing activities                   393,811          436,541
                                                           ---------------  ---------------

Effects of exchange rate changes on cash:
  Continuing operations                                                 -                -
  Discontinued operations                                             942                -
                                                           ---------------  ---------------

    Total effect of exchange rate changes on cash                     942                -
                                                           ---------------  ---------------

Net increase (decrease) in cash and cash equivalents              (65,142)          10,652

Cash and cash equivalents, beginning of period                     70,422           10,788
                                                           ---------------  ---------------

Cash and cash equivalents, end of period                   $        5,280   $       21,440
                                                           ===============  ===============
</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  nine  month  periods  ended  September  30,  2003  and  2002  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,  2002 and 2001. Accordingly, the Company's
     audited  financial  statements  should  be  read  in  connection with these
     financial  statements.

     Certain  items  in  our  September  30, 2002 financial statements have been
     reclassified  to  conform with the presentation used at September 30, 2003.


2.   CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES
     ----------------------------------------------

     The  preparation of these financial statements requires the Company to make
     estimates  and  judgments  that  affect  the  reported  amounts  of assets,
     liabilities,  revenue  and  expenses,  and related disclosure of contingent
     assets  and  liabilities.  On  an  ongoing basis, the Company evaluates its
     estimates.  The Company bases its estimates on historical experience and on
     various  other  assumptions  that  are  believed to be reasonable under the
     circumstances.  These  estimates and assumptions provide a basis for making
     judgments  about the carrying values of assets and liabilities that are not
     readily  apparent  from other sources. Actual results may differ from these
     estimates  under different assumptions or conditions, and these differences
     may  be  material.

     The  Company believes the following critical accounting policies affect its
     more  significant  judgments  and  estimates used in the preparation of its
     consolidated  financial  statements.

     REVENUE  RECOGNITION

     We  generate  revenue  from  two  major sources, merchandise sales over the
     internet  and  VIP  Systems(TM)  sales.  Internet  merchandise  sales  are
     recognized  at  the  time  the  merchandise  is  shipped from our facility.
     Revenue from VIP Systems(TM) sales is recognized at the time of delivery to
     the  customer  .

     STOCK-BASED  COMPENSATION

     We  recognize  stock  based compensation costs for our stock based employee
     compensation  plans  using  the  intrinsic value based method of accounting
     prescribed  by  Accounting  Principles  Board  ("APB")  Opinion  No.  25,
     "Accounting  for  Stock  Issued  to  Employees".  The  Company accounts for
     compensation  cost  for stock option. Because we issue a significant number
     of  stock  options  to  employees,  use  of  the  intrinsic value method of
     accounting  for  stock  based compensation reduces the compensation expense
     that is reflected in our financial statements as compared to the fair value
     based  method  encouraged by Statement of Financial Accounting Standard No.
     123,  "Accounting  for  Stock-Based  Compensation".


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


3.   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, 2002 and 2001, the Company
     incurred net losses of $(1,145,415) and $(2,476,737), respectively, and had
     negative  cash  flows  from  operations  of $(801,327) and $(530,773). Such
     losses  and  negative  cash flows from operations have continued during the
     three  months and nine months ended September 30, 2003. 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 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.


4.   DISCONTINUED  OPERATIONS
     ------------------------

     In  September  2003,  we  sold TGK link for $2,500 and the return of 50,000
     shares  of  our  common  stock.  Following is summary results of operations
     information  for  the  Company's  discontinued subsidiary, TGK Link for the
     three  months  and  nine  months  ended  September  30,  2003:


     THREE MONTHS ENDED SEPTEMBER 30, 2003 SUMMARY RESULTS OF OPERATIONS
     -------------------------------------------------------------------
     INFORMATION
     -----------

     Service revenue                                                    $ 8,949
                                                                        --------
     Costs and expenses:
       Operating and general expenses                                     4,201
       Supplies and materials                                             6,854
       Depreciation expense                                                 277
                                                                        --------
         Total costs and expenses                                        11,332
                                                                        --------
     Loss from discontinued operations                                  $(2,383)
                                                                        ========


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


4.   DISCONTINUED  OPERATIONS,  CONTINUED
     ------------------------------------

     NINE MONTHS ENDED SEPTEMBER 30, 2003 SUMMARY RESULTS OF OPERATIONS
     ------------------------------------------------------------------
     INFORMATION
     -----------


     Service revenue                                                    $32,314
                                                                        --------
     Costs and expenses:
       Operating and general expenses                                    19,012
       Supplies and materials                                            16,383
       Depreciation expense                                               3,082
                                                                        --------
         Total costs and expenses                                        38,477
                                                                        --------
     Loss from discontinued operations                                  $(6,163)
                                                                        ========


5.   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.


                                      F-9
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


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  industry.  The Company has no obligation to  update  or revise these
forward-looking  statements  to  reflect  the  occurrence  of  future  events or
circumstances.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The  Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States.  The  preparation  of  these  financial  statements requires the
Company  to  make  estimates  and  judgments that affect the reported amounts of
assets,  liabilities, revenue and expenses, and related disclosure of contingent
assets  and  liabilities.  On  an  ongoing  basis,  the  Company  evaluates  its
estimates.  The  Company  bases  its  estimates  on historical experience and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances.  These  estimates  and  assumptions  provide  a  basis for making
judgments  about  the  carrying  values  of  assets and liabilities that are not
readily  apparent  from  other  sources.  Actual  results  may differ from these
estimates  under  different  assumptions  or  conditions,  and these differences
maybe  material.

The  Company believes the following critical accounting policies affect its more
significant  judgments and estimates used in the preparation of its consolidated
financial  statements.

REVENUE  RECOGNITION

We  generate  revenue  from  two  major  sources,  VIP  Systems(TM)  sales  and
merchandise  sales  over  the  internet.  Revenue from VIP Systems(TM) sales  is
recognized  at  the  time  of  delivery  to  the  customer.  Internet
merchandise sales are recognized at the time the merchandise is shipped from our
facility.


<PAGE>
STOCK-BASED  COMPENSATION

We  recognize  stock  based  compensation  costs  for  our  stock based employee
compensation  plans  using  the  intrinsic  value  based  method  of  accounting
prescribed  by  Accounting  Principles Board ("APB") Opinion No. 25, "Accounting
for  Stock Issued to Employees".  The Company accounts for compensation cost for
stock  option.  Because  we  issue  a  significant  number  of  stock options to
employee,  use  of  the  intrinsic  value  method  of accounting for stock based
compensation reduces the compensation expense that is reflected in our financial
statements as compared to the fair value based method encouraged by Statement of
Financial  Accounting  Standard  No.  123,  "Accounting  for  Stock-Based
Compensation".

The  following  description  of  business,  our  financial  position  and  our
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

First  Capital International, Inc. is engaged in the development, production and
sale  of  remote  management  control,  home  automation  and video surveillance
systems;  and  it  is  our  intent  to  grow  through the continued  development
and  marketing  of  this  new  and  innovative  technology.

During  2001  and  2002  we operated in Internet commerce and telecommunications
industry  both  in  the  United  States  and  through  our  Eastern  European
subsidiaries.  However,  during 2002 we changed the direction of our business to
focus  on  home  automation  technology. Based on our revised business plan,  we
sold  or  made  plans  to dispose of all our Eastern  European  subsidiaries  in
2002.  Accordingly, on September 26, 2003 we sold our last 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 its previous owners rather than exercising our option to acquire the
remaining  49%  minority  interest. Sales and other dispositions of subsidiaries
have  allowed  us  to,  for  all practical purposes, exit the telecommunications
business.

In  addition  to  our  listing  on the NASD over-the-counter bulletin board, our
stock is listed on the Berlin Stock Exchange, Frankfurt Stock Exchange and Xetra
Stock  Exchange  (Germany).  We believe that our listing on various German stock
exchanges  allows  the  Company  to  raise  funds through the expansive European
investment  community.

During  2001  and  2002  we  became  involved in home automation and entered the
growing  market  for  "smart  house"  technology.  Using  our  extensive
Internet/software  expertise  in  the  United States and Estonia, we developed a
home  control  and  media  management  device  (VIP  Systems(TM)).  This  device
represents  a  combination  of  a  uniquely  built  computer with a touch screen
LCD  monitor  and  a  proprietary  software package. The system is also enhanced
with video observation capabilities.  We believe that the concept of this system
will  appeal  to  integrators,  builders,  high-speed  Internet  service
providers  and  home  security  providers.

The  VIP  Systems(TM)  allows  users to control their home from remote locations
almost  anywhere  in  the  world.  It  has  a  built-in  touch  screen  control
panel.  It  is  fully  Internet  enabled  and  easy to operate. We believe  that
the  features  our  system  offers  will  expand  the  market  for  our product.

We  have  selected  a  foreign  manufacturer to produce our LCD wall panels, and
have  ordered  first  run  production  units  from  a  US  manufacturer.  This
manufacturing  contract  will  allow  us to produce additional LCD  wall  panels
to  satisfy  market  demand  for  2004  production.

We  provided  training and shipped several systems to our new Las Vegas dealer -
Hilltop  Development,  LLC.  We  believe that this Las Vegas dealer will lead to
more  installations  and  sales  in  the  Las  Vegas  area.  We  also  opened  a
dealership  in Washington, DC area and believe that it could lead to increase of
sales  activity  in  the  region.

We participated at the important European "Net-atHome" exhibit in November 2002,
and  presented  our  system  at  the  major  US  shows,  including  CES 2003 and
International Builders Show (IBS) 2003. These events gave our product nationwide
exposure  through  the  Michael  Holigan  TV  series  and  through general media
coverage  during  the  shows. We plan to participate at the Next Generation Home
event  at the CES and IBS next year. An increase in US and European exposure may


<PAGE>
give  us  an  opportunity  to increase our revenue stream in accordance with our
business  model.
In  February  2003  we participated in the Hi-Fi Show, a major electronics shows
hosted  in  Moscow.  This show allowed us to demonstrate the capabilities of our
VIP  Systems(TM)  to  the  Russian market and, as a result, we have had interest
from  almost  60  potential  dealers  in  the  area.  We  started  shipping  VIP
System(TM)  products  to  our  new  dealers  in Russia. As a result of extensive
marketing  efforts,  we also established dealership in Riga, Latvia and planning
to  open  a  dealership  in  Tallinn,  Estonia. Currently, we are considering an
additional  dealership  in  London,  UK.  Each  of  our  dealers is obligated to
purchase  a  demo  system  that  could  lead  to  more  sales.  We  are actively
developing  marketing  contacts  in Europe and evaluating new sales/distribution
avenues  for  our  business  model.

We  have  adapted  our  VIP  Systems(TM) to conform to our understanding of this
market.  Based  on our understanding, we will introduce our system as a turn-key
"all options included" package. Although our "all options included" package is a
new  approach in the Home Automation market, we believe our system has been well
received  and may allow us to position ourselves as a leader in home automation.

In  April  2003 we developed a new state-of-the-art video observation system for
industrial  and  commercial use. This system allows users to record video at the
location,  as well as from any remote control center. We sold several systems in
the US and Europe in order to receive market response and currently have serious
discussions  with  several  customers  for  large  contract  purchases.  We  are
planning  to  hire  industrial  sales  personnel  in  order to cover this market
segment  and  implement  our  marketing  strategy.

We  also  developed  an  Industrial  Security  Solution  for  complex industrial
projects  including Oil and Gas industry. This Solution allows monitoring remote
sites,  record  events on video and exercising full control over any power units
at  the  industrial  site.  The  defense  system  can  also  be  used  as  an
anti-terrorist  devise  to  preclude  unauthorized  use  of important industrial
equipment  in case of a takeover  attempt.  We believe that this Solution can be
marketed  through government agencies, as well as major industrial companies. At
present  time  we  are  looking  into possible alliances in order to market this
product  worldwide.

During  the  first  quarter  of  2003 we have developed a new product - Advanced
Video  Server.  This product combines DVR with remote management capabilities in
one device. Its security and observation features make our Advanced Video Server
one  of the leading products currently available on the market. We have sold all
of our test units in the US and have great interest from US and European buyers.
We  will  continue developing this product to adapt it for commercial/industrial
market  and  we believe that Advanced Video Servers line can greatly enhance our
revenue  stream  in  the  near  future.

In  October  2001  we filed a US patent application for our VIP Systems(TM) with
fully  integrated software/hardware and began assembling units for Beta testing.
On  September  30,  2003  we  received  a  patent  #  US  6,628,510  for our VIP
Systems(TM).

To  build  awareness  and  demand for our VIP Systems, we have participated in a
number  of  key  trade  shows  this  year,  including:

     -    The  CES  Show  in  Las  Vegas,  NV  in  January  2003

     -    The  International  Builders  Show  in  Las  Vegas, NV in January 2003

     -    The  NextGen  House  Project in Las Vegas, NV in January-February 2003

     -    The  Electronic  House  Expo  in  Orlando,  FL  in  February  2003

     -    The  HiFi  Show  in  Moscow,  Russia  in  February  2003

     -    And the Houston Home and Garden Show with CompUSA in February 2003 and
          October  2003

We  are planning to attend the EHX show in Long Beach, CA, November 11-13, 2003,
as  well  as,  one  of  the major Russian Home Automation shows - High-Tech Home
2003,  November  25-29,  2003  in  Moscow.

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 and
we  have  shifted  our  resources  to  this  promising  technology.

References  to  First  Capital  International,  Inc.  in  this  Form  10-QSB
include  First  Capital  International,  Inc.  and  our  wholly-owned
subsidiaries,  as  follows:


<PAGE>
     -    TGK-LINK  AS,  which  is  a  VoIP  firm.

     -    VIP  Systems,  Inc.,  which  is  a  home  automation  firm.

     -    Ranger  Car  Care  Corporation,  which  is  dormant.


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  $476,576  and  $848,983  during the nine months ended
September  30,  2003  and  2002,  respectively.  We had negative cash flows from
operations  of  $460,895  and  $413,452  during  the nine months ended September
30,  2003  and  2002.  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  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, 2002 and
2001,  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  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  an  accumulative deficit of $7,507,020 at
September  30,  2003,  and  $7,030,444  at  December  31,  2002.  Revenues  from
continuing  operations  for  the  three  months ended  September 30,  2003  were
$29,364  compared  to  revenues  of  $10,435  for  the  three  months  ended
September  30,  2002.  The  increase  in  our revenue is a direct result of sale
of  home  automation  systems.  Losses  in  the  three  months  ended  September
30,  2003  and  2002 were attributable primarily  to  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.


<PAGE>
COMPETITION

There  are  approximately three major competitors that are presently in the home
automation industry. Many of our competitors are more established companies with
substantially  greater  capital  resources  and  have  substantially  greater
marketing  capabilities  than us. We can give no assurances that we will be able
to  successfully  compete.  We  believe  that VIP Systems(TM) is more integrated
and  has  more functionality than other products on the  home automation market.
Comparing  to  similar units manufactured by Crestron Electronics, Inc., HAI and
ELAN  Home  Systems,  Inc.,  VIP Systems(TM) is more affordable for distributors
and  general  public.  All  these  factors  give  First  Capital  a  competitive
advantage  in comparison with other similar products on  the  market.  Although,
we  anticipate  that  the  number of competitors will increase  in  the  future.

RESULTS  OF  OPERATIONS

As  of  September  30,  2003,  as  part  of  our  plan  to transition out of the
telecommunications  business  and  to  focus  on  home  automation  technology,
we  completed  our  divestiture  of  our  four overseas subsidiaries as follows:

-    In  September  2003, we sold TGK-Link back to the management, who agreed to
     return  50,000  shares  of  our  common  stock  and  pay  $2,500  in  cash.

-    In  2002  we  sold  Andevis AS back to the management, who agreed to return
     254,270  shares  of  our  common  stock,  to  forego  the exercise of their
     scheduled  stock option and to retain 100,000 shares of the common stock we
     originally  tendered  to  acquire  Andevis  as  nominal  consideration.

-    In  2002,  we  sold  Anet  Eesti  to an independent third party for nominal
     consideration.

-    In  2002,  we  also  decided  not  to  exercise  our  option to acquire the
     remaining  49%  and  thereby  maintain  our  51%  interest in UAB Mediafon.

Sale  of  subsidiaries  allowed  us  to  divest  ourselves  from  the
telecommunications  business.

THE  THREE MONTHS ENDED SEPTEMBER 30, 2003 AS COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER  30,  2002

During  the  three  months  ended  September  30,  2003,  our  revenues  from
continuing  operations  were $29,364 as compared to $10,435 for the three months
ended  September  30,  2002.

During  the  three  months  ended  September  30,  2003,  operating  and general
expenses  increased  by  $66,781  or  57%  as compared to the three months ended
September 30, 2002. This  increase  was  the  result  of business development in
our  home  automation  business.

Depreciation  expense  was $75 and $192  in the three months ended September 30,
2003  and  2002.

During  the  three  months  ended  September  30, 2003 and 2002 we had stock and
option  based  compensation  of $4,500 and $1,600 due to the issuance 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.

Research  and  development  expense  for  the  three  months ended September 30,
2003  and  2002  was  $5,386  and  $0 as a result of the emphasis on development
of  our  VIP  Systems(TM).

During  the  three  months  ended  September  30,  2003,  we  had  a net loss of
$193,518  as  compared  to  a  net  loss  of $213,968  in the three months ended
September  30,  2002. Since  September  30, 2002, our operating expenses and the
cost  of  VIP  Systems  has  increased.  At  the  same  time,  our  revenues
increased  only slightly and sale of our subsidiaries also affected  results  of
operations  on  September  30,  2003.


<PAGE>
THE  NINE  MONTHS  ENDED SEPTEMBER 30, 2003 AS COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER  30,  2002

During  the  nine  months  ended  September  30,  2003,  our  revenues  from
continuing  operations  were  $221,118  as  compared  to  $104,205  for the nine
months  ended  September  30,  2002.

During  the  nine  months  ended  September  30,  2003,  operating  and  general
expenses  increased  by  $12,281  or  2%  as  compared  to the nine months ended
September 30, 2002. We have strived to keep costs in line as we develop our home
automation  business.

Depreciation  expense  was  $469  and  $638  in  the  nine  months  ended
September  30,  2003  and  2002,  respectively.

During the nine months ended September 30, 2003 and 2002 we had stock and option
based compensation of $10,976 and $106,066 due to the issuance 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.  The  $95,090  decrease  is due to a significant decrease in the
direct  issuance  of  common  stock  to compensate employees and officers during
2003.

Research  and  development  expense  for  the  nine  months  ended  September
30,  2003  and  2002  was  $27,637  and  $0  as  a  result  of  the  emphasis on
development  of  our  VIP  Systems(TM).

During  the  nine  months  ended  September  30,  2003,  we  had  a  net loss of
$476,576  as  compared  to  a  net  loss  of  $848,983  in the nine months ended
September  30,  2002.  Since  September  30,  2002,  our  stock and option based
compensations  and  operating  expenses  decreased  due  to  sale  of  our
subsidiaries  and  we  have  eliminated  significant costs associated with those
subsidiaries.


LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  September  30,  2003,  we had cash resources of $5,280. We estimate that
during  three  months  ending  December  30,  2003,  our  cash  requirements
will  be  approximately  $150,000,  or  $50,000  per  month. We do not presently
believe  that  we  will  have  positive  cash  flow  from  operations  in  2003
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 in 2003
if  funds  are  available:  $250,000  for  continued  development  of  our  home
automation  business;  and  $100,000  for  marketing  expenses.

During  the  three  months  ended  September  30,  2003,  we  received
approximately  $150,000  in  cash  for  unissued  preferred  stock.

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


ITEM  3.  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.


<PAGE>
                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

During  the  three  months  ended September 30, 2003, 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, 2003, we issued 77,500 shares of
our  common  stock  as  an  exercise  of  options  by  our  employees  totaling
approximately $1,400  (the market value for these issuances ranged from $0.09 to
$0.12  per  share).  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  three  months  ended  September  30,  2003,  we  granted options to
purchase  up  to  150,000  shares  of common stock to our employees and vendors.
These  options  are  immediately  exercisable  at  an exercise price ranged from
$0.03  to  $0.06  per  share  and  expire  on  September 9, 2004. We valued this
transaction  at  $4,500.

These  transactions  were  private  placements  made in reliance on Section 4(2)
of  the  Act.

ITEM 5. OTHER EVENTS

On  October  23,  2003  the  Securities  and  Exchange Commission ("Commission")
accepted  the  Company's Offer of Settlement ("Offer") and that of Alex Genin's,
President  and  CEO of the Company ("Genin") in anticipation of the Commission's
institution of public cease-and-desist proceedings pursuant to Section 8A of the
Securities  Act  of 1933 ("Order").  Solely for the purpose of those proceedings
and any other proceedings brought by or on behalf of the Commission, and without
admitting  or denying the findings contained in the Order, the Company and Genin
consented  to  the  findings  in  the  Order.

On the basis of the Order and the Offers, the Commission found that Genin caused
to  be  distributed 20,000 and 44,500 Company unrestricted shares, respectively,
to  two  stock  advertising  promoters to create an investor awareness campaign.
The shares were transferred from a stock brokerage account over which Genin held
a power of attorney and subsequently sold by the promoters to the public in less
than  one  (1) year from their acquisition.  The Commission found that the stock
was  obtained  by  the  promoters  under Genin's discretion, who was directly or
indirectly controlling or controlled by the Company, or was under the control or
controlled  by the Company, with a view to distributing the stock to the public,
and,  therefore,  the  stock was not exempt from registration.  As a result, the
stock  was  restricted  and  could not be sold to the public within one (1) year
after  acquisition by the sellers of the 20,000 and 44,500 shares, respectively.
The  Company  and  Genin  were  ordered  to  cease and desist from committing or
causing any violations and any future violations of Section 5(a) and 5(c) of the
Securities  Act.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

Exhibit  31.1  -  Certification  of  Chief  Executive  Officer  of First Capital
International,  Inc.  required  by  Rule  13a - 14(1) or Rule 15d - 14(a) of the
Securities Exchange Act of 1934, as adopted  pursuant  to  Section  302  of  the
Sarbanes-Oxley  Act  of  2002.

Exhibit  31.2  -  Certification  of  Chief  Financial  Officer  of First Capital
International,  Inc.  required  by  Rule  13a - 14(1) or Rule 15d - 14(a) of the
Securities Exchange Act of 1934, as adopted  pursuant  to  Section  302  of  the
Sarbanes-Oxley  Act  of  2002.

Exhibit  32.1  -  Certification  of  Chief  Executive Officer  of  First Capital
International,  Inc.  pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002
and  Section  1350  of  18  U.S.C.  63.

Exhibit  32.2  -  Certification  of  Chief  Financial Officer  of  First Capital
International,  Inc.  pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002
and  Section  1350  of  18  U.S.C.  63.


<PAGE>
(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:  November 14, 2003           By:  /s/ Alex Genin
                                      ----------------------
                                   Alex Genin
                                   -----------
                                   Chief Executive Officer,
                                   Acting Chief Financial Officer


<PAGE>