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, 2003

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

             FOR  THE  TRANSITION  PERIOD  FROM             TO
                                                 ---------      ----------

                        COMMISSION  FILE  NUMBER:  000-26271


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


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

                 5120  WOODWAY,  SUITE  9000,  HOUSTON,  TEXAS  77056
                    (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)

                    ISSUER'S  TELEPHONE  NUMBER:  (713)  629-4866
                       ISSUER'S  FAX  NUMBER:  (713)  629-4913

                      APPLICABLE  ONLY  TO  CORPORATE  ISSUERS

   STATE  THE  NUMBER  OF  SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
     COMMON  EQUITY,  AS  OF  May  8,  2003,  THERE  WERE  92,238,932  SHARES OF
                           COMMON  STOCK  OUTSTANDING.

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


<PAGE>
                                TABLE OF CONTENTS

PART I  -  FINANCIAL  INFORMATION

     Item 1.  CONSOLIDATED  FINANCIAL  STATEMENTS

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

     Item 3.  Controls  and  Procedures

PART II  -  OTHER  INFORMATION

     Item 2.  Changes  in  Securities

     Item 6.  Exhibits  and  Reports  on  Form  8-K

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, 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 March 31, 2003
    and December 31, 2002                                           F-3

  Unaudited Consolidated Condensed Statement of Operations
    for the three months ended March 31, 2003 and 2002              F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Equity for the three months ended March 31, 2003                F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the three months ended March 31, 2003 and 2002              F-6

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


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

                                   ----------


                                                                MARCH 31,     DECEMBER 31,
                                                                   2003           2002
     ASSETS                                                    (UNAUDITED)       (NOTE)
     ------                                                    ------------  --------------
<S>                                                            <C>           <C>
Current assets:
  Cash and cash equivalents                                    $     9,431   $      70,422
  Accounts receivable                                                8,921           5,102
  Inventory                                                        145,017         151,277
  Current assets of discontinued business segment                   15,528          12,146
                                                               ------------  --------------

    Total current assets                                           178,897         238,947

Office equipment, net                                                  628             858

Non-current assets of discontinued business segment                  1,680           3,082
                                                               ------------  --------------

      Total assets                                             $   181,205   $     242,887
                                                               ============  ==============


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

Current liabilities:
  Notes payable and current portion of long-term debt          $    89,942   $      69,269
  Notes payable to related parties                                 125,606          23,434
  Accounts payable and accrued liabilities                          36,782          33,605
  Current liabilities of discontinued business segment               6,406           3,380
                                                               ------------  --------------

    Total current liabilities                                      258,736         129,688

Long-term debt                                                      13,477          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 March 31, 2003 and December 31, 2002,
    respectively                                                    92,239          90,032
  Additional paid-in capital                                     6,518,392       6,392,073
  Unissued preferred stock                                         530,000         530,000
  Unissued common stock                                              1,100         119,450
  Accumulated deficit                                           (7,227,456)     (7,030,444)
  Subscription receivable                                           (5,800)         (5,800)
  Accumulated other comprehensive loss                                 517             120
                                                               ------------  --------------

      Total stockholders' equity (deficit)                         (91,008)         95,431
                                                               ------------  --------------

        Total liabilities and stockholders' equity (deficit)   $   181,205   $     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 ENDED MARCH 31, 2003 AND 2002

                                   ----------


                                                 MARCH 31,     MARCH 31,
                                                    2003          2002
                                                ------------  ------------
<S>                                             <C>           <C>
Revenue:
  System sales                                  $    53,656   $         -
  Merchandise sales                                   8,943        40,712
  Other                                                   -           385
                                                ------------  ------------

    Total revenue                                    62,599        41,097
                                                ------------  ------------

Costs and expenses:
  Cost of systems                                    35,287             -
  Cost of merchandise sold                            5,750        15,410
  Operating and general expenses                    171,646       265,021
  Stock and option based compensation                23,111        92,753
  Research and development                           18,989             -
  Depreciation expense                                  230           230
                                                ------------  ------------

    Total costs and expenses                        255,013       373,414
                                                ------------  ------------

Loss from operations                               (192,414)     (332,317)

Other income (expense):
  Interest income                                        42           138
  Interest expense                                   (2,450)            -
                                                ------------  ------------

    Other income (expense), net                      (2,408)          138
                                                ------------  ------------

Loss from continuing operations                    (194,822)     (332,179)

Discontinued operations-loss from operation of
  discontinued business segments                     (2,190)     (270,648)
                                                ------------  ------------

Net loss                                        $  (197,012)  $  (602,827)
                                                ============  ============

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

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

Weighted average shares outstanding              91,148,810    87,314,057
                                                ============  ============
</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)

                                   ----------


                                                        ADDITIONAL   UNISSUED    UNISSUED     SUBSCRIP-
                                     COMMON STOCK        PAID-IN    PREFERRED     COMMON        TION        ACCUMULATED
                                 SHARES       AMOUNT     CAPITAL      STOCK        STOCK      RECEIVABLE      DEFICIT
                              -------------  ---------  ----------  ----------  -----------  -------------  ------------
<S>                           <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)

Net loss                                 -           -           -           -           -              -      (197,012)

Other comprehensive loss:
  foreign currency trans-
  lation                                 -           -           -           -           -              -             -


  Comprehensive loss

Common stock issued for
  cash                           2,139,000       2,139     118,661           -    (117,100)             -             -

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

Compensatory stock options
  issued to officers and
  employees                              -           -       5,200           -           -              -             -
                              -------------  ---------  ----------  ----------  -----------  -------------  ------------

Balance at March 31, 2003       92,238,932   $  92,239  $6,518,392  $  530,000  $    1,100   $     (5,800)  $(7,227,456)
                              =============  =========  ==========  ==========  ===========  =============  ============



                              ACCUMULATED
                              OTHER COMP-    TOTAL
                               REHENSIVE    STOCK-
                               INCOME       HOLDERS
                                (LOSS)      EQUITY
                              -----------  ----------
<S>                           <C>          <C>
Balance at December 31, 2002  $       120  $  95,431

Net loss                                -   (197,012)

Other comprehensive loss:
  foreign currency trans-
  lation                              397        397
                                           ----------

  Comprehensive loss                        (196,615)
                                           ----------

Common stock issued for
  cash                                  -      3,700

Common stock issued for
  services                              -      1,276

Compensatory stock options
  issued to officers and
  employees                             -      5,200
                              -----------  ----------

Balance at March 31, 2003     $       517  $ (91,008)
                              ===========  ==========
</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, 2003 AND 2002

                                   ----------


                                                          MARCH 31,    MARCH 31,
                                                            2003         2002
                                                         -----------  -----------
<S>                                                      <C>          <C>
Cash flows from operating activities:
  Net loss                                               $ (197,012)  $ (602,827)
  Adjustment to reconcile net loss to net cash used in
    operating activities                                     13,370      465,643
                                                         -----------  -----------

    Net cash used in continuing operations                 (182,498)    (137,184)
    Net cash provided by (used in) discontinued
      operations                                             (1,144)      21,445
                                                         -----------  -----------

      Net cash used in operating activities                (183,642)    (115,739)
                                                         -----------  -----------

Cash flows from investing activities:
  Acquisition of property and equipment                           -       (5,383)
                                                         -----------  -----------

    Net cash provided by (used in) investing activities           -            -
    Net cash used in discontinued operations                      -       (5,383)
                                                         -----------  -----------

      Net cash used in investing activities                       -       (5,383)
                                                         -----------  -----------

Cash flows from financing activities:
  Proceeds from notes payable and long-term debt            122,845            -
  Proceeds from sale of common and preferred stock            3,700      144,579
  Payments on notes payable and long-term debt               (4,291)     (16,474)
                                                         -----------  -----------

    Net cash provided by continuing operations              122,254      144,579
    Net cash used in discontinued operations                      -      (16,474)
                                                         -----------  -----------

      Net cash provided by financing activities             122,254      128,105
                                                         -----------  -----------

Effects of exchange rate changes on cash:
  Continuing operations                                           -            -
  Discontinued operations                                       397         (651)
                                                         -----------  -----------

    Total effect of exchange rate changes on cash               397         (651)
                                                         -----------  -----------

Net increase (decrease) in cash and cash equivalents        (60,991)       6,332

Cash and cash equivalents, beginning of period               70,422       32,556
                                                         -----------  -----------

Cash and cash equivalents, end of period                 $    9,431   $   38,888
                                                         ===========  ===========


Supplemental disclosure of cash flow information:

  Cash paid for interest                                 $        -   $        -
                                                         ===========  ===========

  Cash paid for income taxes                             $        -   $        -
                                                         ===========  ===========
</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, 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.

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  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".


                                       F-6
<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  ended  March 31, 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.


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

     Following  is  summary  results of operations information for the Company's
     discontinued  segments  for the three months ended March 31, 2003 and 2002:

     MARCH  31,  2003  SUMMARY  RESULTS  OF  OPERATIONS  INFORMATION
     ---------------------------------------------------------------

                                                  TGK
                                                --------
     Service revenue                            $11,691
                                                --------

     Costs and expenses:
       Operating and general expenses             6,297
       Supplies and materials                     6,183
       Depreciation expense                       1,402
                                                --------

         Total costs and expenses                13,882
                                                --------

     Loss from discontinued operations          $(2,191)
                                                ========


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

                                   ----------


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


     MARCH  31,  2002  SUMMARY  RESULTS  OF  OPERATIONS  INFORMATION
     ---------------------------------------------------------------

<TABLE>
<CAPTION>
                                     ANET      ANDEVIS       TGK      MEDIAFON     TOTAL
                                  ----------  ----------  ---------  ----------  ----------
<S>                               <C>         <C>         <C>        <C>         <C>
Service revenue                   $  24,716   $ 101,668   $ 12,212   $  49,759   $ 188,355
                                  ----------  ----------  ---------  ----------  ----------

Costs and expenses:
  Operating and general expenses     21,477      29,976      4,855      14,312      70,620
  Supplies and materials             19,812      65,270      4,718      36,508     126,308
  Depreciation expense               10,753       5,845      2,304       1,574      20,476
  Impairment of goodwill             86,299     104,796     30,219      19,033     240,347
  Other income and expense, net          87         287      1,260        (382)      1,252
                                  ----------  ----------  ---------  ----------  ----------

    Total costs and expenses        138,428     206,174     43,356      71,045     459,003
                                  ----------  ----------  ---------  ----------  ----------

Income (loss) from discontinued
  operations                      $(113,712)  $(104,506)  $(31,144)  $ (21,286)  $(270,648)
                                  ==========  ==========  =========  ==========  ==========
</TABLE>


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

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


                                       F-8
<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  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 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.


<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.

     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

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 that we added to our business in 2001. Based
on  our  revised  business  plan,  we  sold  or made plans to dispose of all our
Eastern  European  subsidiaries  in  2002. Accordingly, at March 31, 2003 we own
only  one  subsidiary  in Europe, TGK-Link AS, an Estonian Voice-Over-IP company
that  we  acquired  in  July  2001.

In  August  2002,  we  sold  both  Andevis AS and Anet Eesti AS and returned UAB
Mediafon to 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  and  we  are  actively  looking  for buyers of our remaining assets in
Estonia.

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.

We  have  selected  a major foreign manufacturer to produce our LCD wall panels,
and  have  ordered  first  run  production  units  from  a  US  manufacturer.  A
manufacturing  contract with Kontron America will allow us to produce additional
LCD  wall  panels  to  satisfy  market  demand  for  2003  production.


<PAGE>
We  have  started  first  deliveries  to our customers and installations through
the  CompUSA  network  and  through  other  distribution  channels.  We  have
installed  a  demo  unit at the CompUSA's Digital Living Center in Plano, TX and
Stonegate  Development  in  Houston,  TX.  We  anticipate installing  more  demo
units at CompUSA's Digital Living Centers nationwide. We have  also  started  an
installation  training  program  with  CompUSA personnel in Houston,  Texas  and
have  installed  our  System  in  the Land Tejas Development Center  in Houston,
Texas.  We  anticipate  that  our installations will produce new orders  in  the
coming  quarters.

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
give  us  an  opportunity  to increase our revenue stream in accordance with our
business  model.

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 participated at the Electronic House Expo in February 2003 in Orlando, FL. As
a  result  of this show we set up a training schedule for our dealers. A team of
our  sales  representatives developed a dealers network for VIP Systems products
in  February 2003 that currently  covers  29  states.  We  have started training
in  April  2003.  We  also  believe  that  our  marketing  efforts  will
substantially  improve  the  position  of  our  VIP  Systems(TM) home automation
products.

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 believe that Russia represents
a  lucrative  market  for  our  technology.

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.

The  VIP  Systems(TM)  allows  users to control their home from remote locations
almost  anywhere  in  the  world.  It has a built-in futuristic look and a 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.

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.

We  also  started  actively  selling  our  VIP  Systems(TM)  line  in  the first
quarter  of  2003  through  both  our  dealers  network  and  independent
integrators.  We  anticipate  a  substantial increase in sales activity from our
home  automation  business  in  the  near  future.

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


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

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

     -    The  Consumer  Electronics  Show  in  Las  Vegas,  NV  in January 2002

     -    The International Builders Shows in Atlanta, GA and San Antonio, TX in
          February  2002

     -    The  Electronic  House  Expo  in  Orlando,  FL  in  March  2002.

     -    Bob  Vila's  dotCom  dreamHome  project  where we presented our System
          during  the  Grand  Opening  of the project in Las Vegas, NV in April,
          2002

     -    The  Electronic  House  Expo  in  Long  Beach,  CA  in  November  2002

     -    The  Net-atHome  Conference  in  France  in  November  2002

     -    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.

Our business relationship with CompUSA is developing. We installed our System in
CompUSA's  Digital  Living  Center  in  Plano, TX, in May 2002. Our Touch Screen
system  is  playing  a  central role in home automation environment marketing by
CompUSA  nationwide.  We presented our VIP Systems(TM), jointly with CompUSA, at
the  "Connections  2002"  show  in Dallas, TX in May 2002. We also provided main
Home  Automation  System  for  Stonegate  subdivision in Houston, TX, managed by
CompUSA.

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 First
Capital
International,  Inc.  and  our  wholly-owned  subsidiaries,  as  follows:

     -    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.


<PAGE>
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 $197,012 and $602,827 during the three months ended March
31,  2003  and 2002, respectively. We had negative cash flows from operations of
$182,498  and  $137,184  during  the  three  months  ended  March  31,  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 $7,227,456 at
March  31,  2003,  and  $6,487,856  at March  31, 2002. Revenues from continuing
operations  for the three months ended  March  31,  2003  were  $62,599 compared
to  revenues  of  $41,097  for  the three  months  ended  March  31,  2002.  The
increase  in  our revenue is a direct result of sale of home automation systems.
Losses  in  the  three months  ended  March  31, 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.

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 the most 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

In  August 2002, as part of our plan to transition out of the telecommunications
business  and  to  focus  on  home  automation  technology, we sold or otherwise
divested  of  three  of the four overseas subsidiaries that we owned as follows:


<PAGE>
     -    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.

     -    We  sold  Anet  Eesti  to  an  independent  third  party  for  nominal
          consideration.

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

THE  THREE  MONTHS  ENDED MARCH 31, 2003 AS COMPARED TO THE THREE  MONTHS  ENDED
MARCH  31,  2002

During  the  three  months  ended  March  31, 2003, our revenues from continuing
operations  were  $62,599  as  compared  to  $41,097  for the three months ended
March  31,  2002.

During  the  three  months  ended  March  31,  2003,  operating  and  general
expenses  decreased  by  $93,375  or  35%  as compared to the three months ended
March  31,  2002.  This  decrease  was  the result of cost controls that we have
in  place.

Depreciation  expense  was  $230  in  the  three months ended March 31, 2003 and
2002.

During  the  three  months  ended  March  31,  2003  and  2002  we had stock and
option  based  compensation  of  $23,111  and  $92,753  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.  This  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  three  months  ended  March 31, 2003
and  2002 was  $18,989 as  a  result  of  the emphasis on development of our VIP
Systems(TM).

During  the  three months ended March 31, 2003, we had a net loss of $197,012 as
compared  to  a  net  loss of $602,827 in the three months ended March 31, 2002.
Since  March  31,  2002,  our stock and option based compensations and operating
expenses  decreased  due  to  sale  of  our  subsidiaries.


LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  March  31,  2003, we had cash resources of $9,431. We estimate that
during  three  months  ending  June  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.


<PAGE>
     During  the  three  months  ended  March  31,  2003,  we  raised  more than
$3,700  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.


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.


                          PART II - OTHER INFORMATION

ITEM 2.  CHANGES  IN  SECURITIES

     During  the  three  months ended March 31, 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 March 31, 2003, we issued 2,207,000 shares
of  our  common  stock  as  follows:  68,000  shares (the market value for these
issuances  ranged  from  $0.13 to  $0.25  per share) as a bonus to employees and
vendors  and  2,139,000  shares  for  cash to investors and employees, including
exercise  of  options  for  39,000 shares of common stock totaling approximately
$100,000  (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.  We  valued  the  transaction  for  68,000  shares  at  $2,526.

     During  the  three  months  ended  March  31,  2003,  we granted options to
purchase  up  to  65,000  shares of common stock to our employees, directors and
vendors.  These  options  are  immediately  exercisable  at an exercise price of
$0.01  and  expired  in  March  17,  2003. We valued this transaction at $5,200.

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

ITEM  6.  Exhibits  and  Reports  on  Form  8-K

(a)  Exhibit  99.1  Certification

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


<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 13, 2003                 By:  /s/
                                        ----------------------------------
                                        Alex  Genin
                                        Chief  Executive  Officer,
                                        Acting  Chief  Financial  Officer


<PAGE>
CERTIFICATION  OF  CHIEF  EXECUTIVE  OFFICER

I,  Alex  Genin,  certify  that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  First
Capital  International,  Inc;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
quarterly  report  whether  there  were significant changes in internal controls
or  in  other  factors  that  could  significantly  affect  internal  controls
subsequent  to  the  date  of  our  most  recent  evaluation,  including  any
corrective  actions  with  regard  to  significant  deficiencies  and  material
weaknesses.

     Date:  May 13, 2003            /s/ Alex Genin
                                    Chief Executive Officer


<PAGE>
CERTIFICATION  OF  CHIEF  FINANCIAL  OFFICER

I,  Alex  Genin,  certify  that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  First
Capital  International,  Inc;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
quarterly  report  whether  there  were significant changes in internal controls
or  in  other  factors  that  could  significantly  affect  internal  controls
subsequent  to  the  date  of  our  most  recent  evaluation,  including  any
corrective  actions  with  regard  to  significant  deficiencies  and  material
weaknesses.

     Date:  May 13, 2003               /s/ Alex Genin
                                       Chief Financial Officer


<PAGE>