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, 2002

  [ ]   TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT  OF  1934
             FOR  THE  TRANSITION  PERIOD  FROM             TO
                                                 ---------      ----------
                        COMMISSION  FILE  NUMBER:  000-26271

                        FIRST  CAPITAL  INTERNATIONAL,  INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                 DELAWARE                               76-0582435
       (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)

                 5120  WOODWAY,  SUITE  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  14,  2002,  THERE  WERE  87,664,702 SHARES OF
                           COMMON  STOCK  OUTSTANDING.

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


                               TABLE  OF  CONTENTS

PART I  -  FINANCIAL INFORMATION

     Item 1.  CONSOLIDATED  FINANCIAL  STATEMENTS

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

PART II -  OTHER INFORMATION

     Item 2.  Changes  in  Securities

SIGNATURES



<PAGE>
PART I  -  FINANCIAL INFORMATION
Item 1.  CONSOLIDATED FINANCIAL STATEMENTS



                        FIRST CAPITAL INTERNATIONAL, INC.
                                   ----------



              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001




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


                                                                         PAGE(S)
                                                                         -------

Unaudited Consolidated Condensed Financial Statements:

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

   Unaudited Consolidated Condensed Statement of Operations
     for the three months ended March 31, 2002 and 2001                      F-4

   Unaudited Consolidated Condensed Statement of Stockholders'
     Equity for the three months ended March 31, 2002                        F-5

   Unaudited Consolidated Condensed Statement of Cash Flows
     for the three months ended March 31, 2002 and 2001                      F-6

Notes to Unaudited Consolidated Condensed Financial Statements               F-7


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


                                                               MARCH 31,     DECEMBER 31,
                                                                  2002           2001
     ASSETS                                                   (UNAUDITED)       (NOTE)
     ------                                                   ------------  --------------
<S>                                                           <C>           <C>
Current assets:
  Cash and cash equivalents                                   $    38,888   $      32,556
  Accounts receivable, net                                        134,324         124,469
  Inventory                                                        92,310          69,494
  Prepaid expenses and other                                       25,806          24,400
                                                              ------------  --------------

    Total current assets                                          291,328         250,919

Goodwill, net                                                           -         278,212

Property and equipment, net                                       104,340         120,701
                                                              ------------  --------------

      Total assets                                            $   395,668   $     649,832
                                                              ============  ==============


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

Current liabilities:
  Notes payable                                               $     8,698   $      25,172
  Accounts payable and accrued liabilities                        351,295         193,200
                                                              ------------  --------------

    Total current liabilities                                     359,993         218,372

Deferred income taxes                                                   -           4,611

Minority interest                                                  15,883          30,917

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 87,664,702 and 86,963,412 shares issued
    and outstanding at March 31, 2002 and December 31, 2001,
    respectively                                                   87,664          86,963
  Additional paid-in capital                                    6,298,794       6,157,499
  Unissued common stock                                           120,000          37,865
  Accumulated deficit                                          (6,487,856)     (5,885,029)
  Accumulated other comprehensive loss                              1,190          (1,366)
                                                              ------------  --------------

      Total stockholders' equity                                   19,792         395,932
                                                              ------------  --------------

        Total liabilities and stockholders' equity            $   395,668   $     649,832
                                                              ============  ==============
</TABLE>

Note:  The consolidated balance sheet at December 31, 2001 has been derived from
the  audited  financial  statements at that date but does not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.



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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   ----------


                                                            MARCH 31,     MARCH 31,
                                                               2002          2001
                                                           ------------  ------------
<S>                                                        <C>           <C>
Revenue:
  Service revenue                                          $   192,240   $   120,474
  Merchandise sales                                             37,212       104,953
                                                           ------------  ------------

    Total revenue                                              229,452       225,427
                                                           ------------  ------------

Costs and expenses:
  Cost of providing services                                   126,308        73,188
  Cost of merchandise sold                                      15,410        60,542
  Operating and general expenses                               272,673       230,918
  Stock and option based compensation                           92,753             -
  Amortization of goodwill                                           -         4,919
  Depreciation expense                                          21,744        17,924
                                                           ------------  ------------

    Total costs and expenses                                   528,888       387,491
                                                           ------------  ------------

Loss from operations                                          (299,436)     (162,064)

Other income (expense):
  Interest income                                                  426         1,058
  Other income (expense)                                       (68,688)         (361)
  Interest expense                                              (1,338)         (540)
  Provision for impairment of goodwill                        (240,347)            -
                                                           ------------  ------------

    Other income, net                                         (309,947)          157
                                                           ------------  ------------

Loss from continuing operations before provision for
  income taxes and minority interest                          (609,383)     (161,907)

Benefit (provision) for income taxes                             4,611             -
                                                           ------------  ------------

Loss from continuing operations before minority interest      (604,772)     (161,907)

Minority interest                                                1,945         4,062
                                                           ------------  ------------

  Loss from continuing operations                             (602,827)     (157,845)

Discontinued operations:
  Income from operation of discontinued business segment             -         6,452
                                                           ------------  ------------

      Income from discontinued operations                            -         6,452
                                                           ------------  ------------

Net loss                                                   $  (602,827)  $  (151,393)
                                                           ============  ============

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

    Total                                                  $     (0.01)  $     (0.00)
                                                           ============  ============

Weighted average shares outstanding                         87,314,057    76,486,142
                                                           ============  ============
</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
                                   ----------

                                                                                                    ACCUMULATED
                                                                                                    OTHER COMP-     TOTAL
                                                           ADDITIONAL    UNISSUED                    REHENSIVE      STOCK-
                                        COMMON     STOCK     PAID-IN      COMMON     ACCUMULATED      INCOME       HOLDERS'
                                        SHARES    AMOUNT     CAPITAL      STOCK        DEFICIT        (LOSS)        EQUITY
                                      ----------  -------  -----------  ----------  -------------  -------------  ----------
<S>                                   <C>         <C>      <C>          <C>         <C>            <C>            <C>
Balance at December 31, 2001          86,963,412  $86,963  $ 6,157,499  $  37,865   $ (5,885,029)  $     (1,366)  $ 395,932

Net loss                                       -        -            -          -       (602,827)             -    (602,827)

Other comprehensive income-foreign
  currency translation                         -        -            -          -              -          2,556       2,556
                                                                                                                  ----------

  Comprehensive loss                                                                                               (600,271)
                                                                                                                  ----------

Common stock issued for cash             616,290      616       23,963          -              -              -      24,579

Common stock issued to officers and
  employees as compensation               75,000       75       60,335          -              -              -      60,410

Common stock issued to vendors for
  services performed                      10,000       10        1,190          -              -              -       1,200

Compensatory stock options issued
  to officers and employees                    -        -       51,837          -              -              -      51,837

Compensatory stock options issued
  to vendors and other third parties           -        -        3,970          -              -              -       3,970

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

Preferred stock sold but not yet
  issued                                       -        -            -    120,000              -              -     120,000
                                      ----------  -------  -----------  ----------  -------------  -------------  ----------

Balance at March 31, 2002             87,664,702  $87,664  $ 6,298,794  $ 120,000   $ (6,487,856)  $      1,190   $  19,792
                                      ==========  =======  ===========  ==========  =============  =============  ==========
</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 THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   ----------


                                                     MARCH 31,   MARCH 31,
                                                        2002        2001
                                                    -----------  ---------
<S>                                                 <C>         <C>
Cash flows from operating activities                $(115,739)  $  (43,311)
                                                    ----------  -----------

Cash flows from investing activities:
  Acquisition of furniture and equipment               (5,383)      (2,136)
  Acquisition of TGK-Link AS                                -      (10,275)
                                                    ----------  -----------

    Net cash required by investing activities          (5,383)     (12,411)
                                                    ----------  -----------

Cash flows from financing activities:
  Proceeds from sale of common and preferred stock    144,579       45,000
  Proceeds from notes payable                               -       23,020
  Payments on notes payable                           (16,474)      (1,000)
                                                    ----------  -----------

    Net cash provided by financing activities         128,105       67,020
                                                    ----------  -----------

Effects of exchange rate changes on cash                 (651)      (3,081)
                                                    ----------  -----------

Net increase in cash and cash equivalents               6,332        8,217

Cash and cash equivalents, beginning of period         32,556      179,915
                                                    ----------  -----------

Cash and cash equivalents, end of period            $  38,888   $  188,132
                                                    ==========  ===========
</TABLE>


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

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


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

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial information and with the instructions to Form 10-QSB and
     Article  10  of Regulation S-B. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  three  month periods ended March 31, 2002 and 2001 are not necessarily
     indicative  of  the  results  that  may be expected for the respective full
     years.

     A  summary  of  the  Company's  significant  accounting  policies and other
     information  necessary  to  understand these consolidated interim financial
     statements  is  presented in the Company's audited financial statements for
     the  years  ended  December  31,  2001 and 2000. Accordingly, the Company's
     audited  financial  statements  should  be  read  in  connection with these
     financial  statements.


2.   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.


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, 2001 and 2000, the Company
     incurred  net  losses of $(2,476,737) and $(587,475), respectively, and had
     negative  cash  flows  from  operations of $(530,773) and $(605,374). These
     factors  raise substantial doubt about the Company's ability to continue as
     a  going  concern.

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

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

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

     There  can  be no assurance that the Company's planned private placement of
     equity  securities  will  be  successful  or that the Company will have the
     ability to implement its business plan and ultimately attain profitability.
     The  Company's  long-term  viability  as  a going concern is dependent upon
     three  key  factors,  as  follows:

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

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


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


3.   GOING  CONCERN  CONSIDERATIONS,  CONTINUED
     ------------------------------------------

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


4.   GOODWILL
     --------

     During  the quarter ended March 31, 2002, based on decisions to concentrate
     the  Company's  efforts on home automation systems, all goodwill related to
     Estonian  and  Lithuanian  subsidiaries  was  written  off  resulting  in a
     $240,347  provision  for  impairment  of  goodwill.


5.   SEGMENT  AND  GEOGRAPHIC  INFORMATION
     -------------------------------------

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

     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 five 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. The Company's Lithuanian subsidiary operates using the Lithuanian
     litas  as  its  functional  currently.

     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,   MARCH 31,
                                                         2002        2001
                                                     ----------  ----------
<S>                                                   <C>         <C>
      Net Revenue:
        United States - corporate, internet commerce
          and home automation systems                 $   41,097  $  106,128
        Estonia - internet service                        36,928      36,961
        Estonia - telecommunications and contract
          software development                           101,668      82,338
        Lithuania - telecommunications                    49,759           -
                                                      ----------  ----------

          Total net revenue                           $  229,452  $  225,427
                                                      ==========  ==========
</TABLE>


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


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

                                                        THREE MONTHS ENDED
                                                     ---------------------------
                                                       MARCH 31,     MARCH 31,
                                                         2002           2001
                                                     -----------  --------------
<S>                                                  <C>          <C>
     Depreciation
      United States - corporate, internet commerce
         and home automation systems                 $    1,268   $         317
       Estonia - internet service                        10,753          11,893
       Estonia - telecommunications and contract
         software development                             8,149           5,714
       Lithuania - telecommunications                     1,574               -
                                                     -----------  --------------

         Total depreciation                          $   21,744   $      17,924
                                                     ===========  ==============

     Income (loss) from operations:
       United States - corporate, internet commerce
         and home automation systems                 $ (218,816)  $    (116,379)
       Estonia - internet service                       (78,560)        (32,787)
       Estonia - telecommunications and contract
         software development                               575         (12,898)
       Lithuania - telecommunications                    (2,635)              -
                                                     -----------  --------------

         Total loss from operations                  $ (299,436)  $    (162,064)
                                                     ===========  ==============


                                                      MARCH 31,    DECEMBER 31,
                                                         2002          2001
                                                     -----------  -------------
     Assets:
       United States - corporate, internet commerce
         and home automation systems                 $   98,903   $      87,676
       Estonia - internet service                        93,518         215,361
       Estonia - telecommunications and contract
         software development                           113,521         247,071
       Lithuania - telecommunications                    89,726          99,724
                                                     -----------  --------------

         Total assets                                $  395,668   $     649,832
                                                     ===========  ==============
</TABLE>


                                      F-9
<PAGE>
Item 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
          RESULTS  OF  OPERATIONS


FORWARD-LOOKING  STATEMENT  AND  INFORMATION

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

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

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


INTRODUCTION

     It  is  our current intent to grow through the continued development of our
Home  Automation  technology and telecommunication operations. 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  have  four  subsidiaries  in  Europe: Andevis AS - an Estonian Internet
solutions  company  (98.8%  acquired  in July 2000); Anet Eesti AS - an Estonian
Internet  provider  (fully  acquired in April 2000); UAB Mediafon - a Lithuanian
mobile  telephone  service  marketing  company  (51% acquired in June 2001); and
TGK-Link  AS  - an Estonian Voice-over-IP company (fully acquired in July 2001).

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

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

     We  are  currently on the stage of final selection of manufacturers for our
home automation system - VIP Systems(TM). For the last three months we have been
researching  various  manufacturing  facilities  in Asia, Europe and USA. We are
currently  negotiating  contracts  with  several  manufacturers and expecting to
conclude this process by summer 2002. The System allows you to control your home
remotely  from  anywhere  in  the world, it has a built into the wall futuristic
look,  a  touch  screen  command  panel, it's fully Internet enabled and easy to
operate.  We  believe  that  all  these  features  can  attract customers to our
product.


<PAGE>
     We  intend  to  start  selling  VIP  Systems(TM)  line  in 2002 through our
partnership  network  with  CompUSA. We anticipate substantial increase in sales
activities  from  our  Home  Automation  business  in  the  second half of 2002.

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

     Upon  successful  testing,  we  have  developed  partnership relations with
Premise Systems, Inc., Nation's leader in Home Automation software industry, and
signed  an  OEM  Business  Agreement  on  November 2, 2001. At the same time our
software  development  team  in  Eastern  Europe  has  completed the proprietary
browsing  interface  that  enabled  us  to  incorporate  all  hardware/software
solutions  into  a  full  home  automation  package.

     In  February  2002  we  signed  a  Nationwide  agreement  with a leading US
retailer  CompUSA  to  provide  full  24/7  technical  support  and distribution
throughout  the  US  market.

     In  November  2001  through our International Marketing efforts we signed a
major  contract  in  Russia  to  provide  over 700 units for the leading upscale
residential  high-rise  builder in Moscow. Currently this contract is under work
and  we  are developing a new interface for the Russian market, and also looking
for  a  supplier  of  remotely  controlled  electric  switches  that  can handle
instability  of  the  Russian electrical current. We estimate that this contract
will  take  another  6  months  before  all  relevant obstacles can be overcome.

     In  November  2001  we  established a new dealership in San Antonio, Texas.
Also,  the  company  successfully  participated in several Trade Shows: Consumer
Electronics  Show  in Las Vegas, NV in January 2002; International Builders Show
in  Atlanta,  GA  and show in San Antonio, TX in February 2002; Electronic House
Expo  in  Orlando,  FL  in March 2002. We also participated in Bob Vila's dotCom
dreamHome  project  and  presented  our  System  during the Grand Opening in Las
Vegas,  NV  in  Aril,  2002.

     Our  partnership  with  CompUSA transformed into a  strong  alliance  under
the  CompUSA's  Nationwide  Program  "Digital  Living Partnership". We installed
our  System  in  the  CompUSA's Digital Living Center in Plano, TX, that will be
ready  for the Grand Opening in May 2002. Our  Touch  Screen  system  is playing
a  central  role  in  the  home  automation  environment  marketing  by  CompUSA
Nationwide.  We  are planning to present the VIP System(TM) jointly with CompUSA
at  the  "Connections  2002"  show  in  Dallas,  TX  in  May  2002.

     We  own and operate several web sites: Web design site www.3dzip.com, legal
directory  online  www.legalclaims.com, and 3D shopping mall www.plazaroyal.com.
We  intend to sell off our Internet web sites as we focus on the Home Automation
Technology.


ANALYSIS  OF  FINANCIAL  CONDITION


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


GOING  CONCERN  ISSUE

     Since we began operations, we have been dependent on debt and equity raised
from  individual  investors  and  related  parties to sustain our operations. We
incurred net losses of $602,827 and $151,393 during the three months ended March
31,  2002  and 2001, respectively. We had negative cash flows from operations of
$115,739  and  $43,311  during  the  three months ended March 31, 2002 and 2001.
These  factors and our history of recurring losses raise substantial doubt about
our  ability  to continue as a going concern. Our long-term viability as a going
concern  is  dependent  upon  three  key  factors  as  follows:

-    Our  ability  to  obtain adequate sources of debt or equity funding to meet
     current  commitments  and  fund the continuation of our business 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, 2001 and
2000,  indicating that substantial doubt exists about our ability to continue as
a  going  concern.


<PAGE>
     Our ability to achieve profitability depends on our ability to successfully
develop  and  market  Home  Automation technology and telecommunications. 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 $6,487,856 at
March  31, 2002, and $5,885,029 at March 31, 2001. Revenues for the three months
ended  March  31,  2002  were  $229,452 compared to revenues of $225,427 for the
three  months  ended  March  31,  2001.  The increase in our revenue is a direct
result  of  acquisitions  and  our  efforts  to refocus our. Losses in the three
months  ended  March  31, 2002 and 2000 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.

     Business  development  resulted  in  corporate  headquarters accounting for
approximately 99% of our total net loss in the three months ended March 31, 2002
and  2001.


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.  In  the  Home  Automation sector we believe that VIP
Systems(TM) is more integrated and has more functionality than other products on
the  market;  comparing  to  similar units manufactured by Crestron Electronics,
Inc., HAI and ELAN Home Systems, Inc. it is the most affordable for distributors
and  general public. Also, alliance with CompUSA gives us a Nationwide technical
support,  as well as marketing and distribution channels. 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

     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  discontinued  leasing  operations.


THE  THREE  MONTHS  ENDED MARCH 31, 2002 AS COMPARED TO THE THREE  MONTHS  ENDED
MARCH  31,  2001

     During  the three months ended March 31, 2002, our revenues from continuing
operations  were  $229,452  as  compared  to $225,427 for the three months ended
March  31,  2001.

     During  the  three  months  ended  March  31,  2002,  operating and general
expenses  increased  by  $41,755  or  18%  as compared to the three months ended
March  31,  2001.  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.

     Depreciation  expense were $21,744 in the three months ended March 31, 2002
as  compared  to  $17,924  in  the  three  months  ended March 31, 2001, and the
increase  is  directly  related  to  businesses  we  acquired. Each business had
equipment  and  each  acquisition  included a cost that was in excess of the net
assets  acquired.

     During  the  three  months  ended  March 31, 2002 and 2001 we had stock and
option  based  compensation  of  $92,753  and  $0 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.

     During the three months ended March 31, 2002, we had a net loss of $602,827
as  compared to a net loss of $151,393 in the three months ended March 31, 2001.
Since  March  31,  2001,  our stock and option based compensations and operating
expenses  increased  due  to  our  acquisition  activities.  All  these  factors
contributed  to  the  results  of operations. Our losses are attributable to our
operations  in  both  the  United  States  and  Eastern  Europe.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  March  31, 2002, we had cash resources of $38,888. We estimate that
during  three  months  ending  June  30,  2002,  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  2002  unless  our
revenue-producing  operations  expand  significantly.  Such  an  expansion  of
operations  would  require  that we raise a substantial amount of capital (cash)
through  the  sale  of  our stock or through borrowing. Such sales of our common
stock  would  continue  until cash flow from operations was adequate to fund our
ongoing  cash  requirements.  Although  we  plan  to obtain additional financing
through  the  sale of our common stock and by obtaining debt financing, there is
no  assurance  that capital will be available from any source, or, if available,
upon  terms  and  conditions  acceptable  to  us.

     We  currently have no material commitments for capital expenditures for our
U.S.  operations.  We  anticipate  that  the following expenditures will be made
during  the  three months ending June 30, 2002, if funds are available: $100,000
for  home  automation  technology; $100,000 for marketing expenses; and $150,000
for  business  development.

     During  the  three  months  ended  March  31, 2002, we raised approximately
$25,000  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

     Estonian  Inflation  Issues.  Estonia  does  not have a highly inflationary
     ---------------------------
economy  now, although in the recent past Estonia did have a highly inflationary
economy.  Estonia  has  experienced  a  great  amount  of political and economic
instability  and  inflation increased, but then 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 increased to 5.8%
in  2001  from  4.0%  in  2000.  Estonia's imports in the year 2001 increased by
approximately  4%  over  2000.  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.


<PAGE>
                           PART  II  -  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During  the  three  months ended March 31, 2002, the following transactions
were effected by the Company in reliance upon exemptions from registration under
the  Securities Act of 1933 as amended as provided in Section 4(2) thereof. Each
certificate  issued  for unregistered securities contained a legend stating that
the  securities  have  not  been  registered under the Act and setting forth the
restrictions  on  the  transferability  and  the  sale  of  the  securities.  No
underwriter  participated in, nor did the Company pay any commissions or fees to
any  underwriter  in  connection  with  any  of  these transactions. None of the
transactions involved a public offering. The Company believes that each of these
persons  had  knowledge  and  experience in financial and business matters which
allowed them to evaluate the merits and risk of the purchase or receipt of these
securities  of the Company. The Company believes that each of these persons were
knowledgeable  about  the  Company's  operations  and  financial  condition.

     During  the  three months ended March 31, 2002, we issued 701,290 shares of
our common stock, 85,000 (the market value for these issuances ranged from $0.12
to  $0.16  per share) as a bonus to employees, directors and vendors and 616,290
to  investors and employees for cash totaling approximately $25,000. 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  March  31,  2002,  we granted options to
purchase  up to 1,082,710 shares of common stock to our employees, directors and
vendors.  These options are immediately exercisable at an exercise price ranging
from  $0.025  to $0.15 per share and expire between January 30, 2003 and January
30,  2005.

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


<PAGE>
                                   SIGNATURES

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


                                    First Capital International, Inc.


Date:  May 15, 2002                 By:  /s/
                                        ----------------------------------
                                        Alex Genin
                                        Chief Executive Officer,
                                        Acting Chief Financial Officer


<PAGE>