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,  2000

[  ]     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  2,  2000,  72,634,742  shares  of  common  stock.


<PAGE>
                                TABLE OF CONTENTS

PART  I  -  FINANCIAL  INFORMATION

     Item  1.  Consolidated  Financial  Statements

         Consolidated  Condensed  Balance  Sheet  as  of  December  31,
            1999  and  March  31,  2000

         Consolidated  Condensed  Statement  of  Operations  for  the
            three  months  ended  March  31,  2000  and  1999

         Consolidated  Condensed  Statement  of  Stockholders'  Equity
            for  the  three  months  ended  March  31,  2000

         Consolidated  Condensed  Statement  of  Cash  Flows  for  the
            three  months  ended  March  31,  2000  and  1999

         Selected  Notes  to  Consolidated  Financial  Statements

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

PART  II  -  OTHER  INFORMATION

     Item  2.  Changes  in  Securities

     Item  6.  Exhibits  and  Reports  on  Form  8-K

SIGNATURES


<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS




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

                   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)






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

                                                           PAGE(S)
                                                           -------

Unaudited  Condensed  Consolidated  Financial
  Statements:

  Condensed  Consolidated  Balance  Sheet  as  of
    March  31,  2000  and  December  31,  1999               F-3

  Unaudited  Condensed  Consolidated  Statement
    of  Operations  for  the  three  months  ended
    March  31,  2000  and  1999                              F-4

  Unaudited  Condensed  Consolidated  Statement
    of  Stockholders'  Deficit  for  the  three
    months  ended  March  31,  2000                          F-5

  Unaudited  Condensed  Consolidated  Statement
    of  Cash  Flows  for  the  three  months  ended
    March  31,  2000  and  1999                              F-6

Selected  Notes  to  Unaudited  Consolidated
  Condensed  Financial  Statements                           F-7


                             F-2

<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                              -------------

<TABLE>
<CAPTION>
                                                     MARCH  31,   DECEMBER 31,
                                                       2000            1999
   ASSETS                                          (UNAUDITED)        (NOTE)
   ------                                          -----------     ---------
<S>                                                <C>           <C>
Current assets:
  Cash and cash equivalents                        $   280,760   $   115,838
  Short-term investments                                18,750        15,650
  Lease receivables, net                                66,934        79,813
  Inventory                                             33,230        35,457
  Other                                                 23,542        22,898
                                                   ------------  ------------

    Total current assets                               423,216       269,656

Lease receivables                                       93,392       111,155

Accounts and notes receivable, net                      10,648        13,624

Property and equipment, net                             11,655        13,202
                                                   ------------  ------------

      Total assets                                 $   538,911   $   407,637
                                                   ------------  ------------


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

Current liabilities:
  Note payable to a related party                  $    14,615   $    11,372
  Accounts payable and accrued liabilities               4,419        40,846
                                                   ------------  ------------

    Total current liabilities                           19,034        52,218

Long-term debt to a related party                      333,641       333,641
                                                   ------------  ------------

      Total liabilities                                352,675       385,859
                                                   ------------  ------------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $0.001 par value; 100,000,000
    shares authorized; 72,431,142 and 70,061,142
    shares issued and outstanding at March 31,
    2000 and December 31, 1999, respectively            72,431        70,061
  Additional paid-in capital                         3,107,001     2,794,371
  Accumulated deficit                               (2,970,628)   (2,820,817)
  Accumulated foreign currency translation
    adjustments                                        (22,568)      (21,837)
                                                   ------------  ------------

      Total stockholders' equity (deficit)             186,236        21,778
                                                   ------------  ------------

        Total liabilities and stockholders'
          equity (deficit)                         $   538,911   $   407,637
                                                   ------------  ------------
</TABLE>
Note:  The consolidated balance sheet at December 31, 1999 has been derived from
the  audited  financial  statements at that date but does not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.  See  accompanying  notes.


                                   F-3


<PAGE>
                   FIRST  CAPITAL  INTERNATIONAL,  INC.
     UNAUDITED  CONDENSED  CONSOLIDATED  STATEMENT  OF  OPERATIONS
                               -----------
                               (UNAUDITED)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                    MARCH 31,
                                          --------------------------
                                              2000          1999
                                          ------------  ------------
                                                         (RESTATED)
Revenue:
<S>                                       <C>           <C>
  Merchandise sales                       $    15,960   $         -
  Interest income                              15,560        10,470
  Other operating revenue                         682         2,476
                                          ------------  ------------

    Total revenue                              32,202        12,946
                                          ------------  ------------
Costs and expenses:
  Cost of merchandise sales                     6,387             -
  Operating, general and administrative
    expenses                                  157,068        65,656
  Stock and option based compensation          10,000       320,850
  Depreciation and amortization                 1,547         2,057
  Interest expense                              7,011       128,770
  Other expense, net                                -         2,863
                                          ------------  ------------
    Total costs and expenses                  182,013       520,196
                                          ------------  ------------
Net loss                                  $  (149,811)  $  (507,250)
                                          ------------  ------------
Basic and dilutive net loss per
  common share                            $     (0.00)  $     (0.01)
                                          ------------  ------------
Weighted average shares
  outstanding                              70,891,802    61,107,031
                                          ------------  ------------
</TABLE>


                           See accompanying notes.

                                     F-4
<PAGE>
                     FIRST  CAPITAL  INTERNATIONAL,  INC.
     UNAUDITED  CONDENSED  CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  DEFICIT
                 FOR  THE  THREE  MONTHS  ENDED  MARCH  31,  2000
                                  ----------
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        FOREIGN
                                            ADDITIONAL                  CURRENCY     COMPREHENSIVE
                                COMMON      PAID-IN      ACCUMULATED    TRANSLATION  INCOME
                                STOCK       CAPITAL      DEFICIT        ADJUSTMENT   (LOSS)
                               ---------  ------------  -------------  ---------  ------------
<S>                            <C>        <C>           <C>            <C>        <C>
Balance at December 31, 1999   $  70,061  $  2,794,371  $ (2,820,817)  $(21,837)  $(2,807,413)

Net loss                               -             -      (149,811)         -      (149,811)

Other comprehensive income-
  foreign currency transla-
  tion adjustment                      -             -             -       (731)         (731)
                                                                                  ------------

  Comprehensive income                 -             -             -          -      (150,542)
                                                                                  ------------

Common stock issued,
  (2,370,000 shares)               2,370       312,630             -          -             -
                               ---------  ------------  -------------  ---------  ------------

Balance at March 31, 2000      $  72,431  $  3,107,001  $ (2,970,628)  $(22,568)  $(2,957,955)
                               ---------  ------------  -------------  ---------  ------------
</TABLE>


                              See  accompanying  notes.

                                        F-5
<PAGE>
                            FIRST  CAPITAL  INTERNATIONAL,  INC.
               UNAUDITED  CONDENSED  CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
                                     ----------
                                     (UNAUDITED)

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                                     MARCH 31,
                                               --------------------
                                                 2000       1999
                                               ---------  ---------
(RESTATED)
<S>                                            <C>        <C>
Cash flows from operating activities           $(27,288)  $(12,840)
                                               ---------  ---------

Cash flows from financing activities:
  Proceeds from sale of common stock            305,000     42,104
  Proceeds from notes payable to a
    related party                                 3,243          -
                                               ---------  ---------

        Net cash provided by financing
          activities                            308,243     42,104
                                               ---------  ---------

Effects of exchange rate changes on cash           (195)       808
                                               ---------  ---------

Net increase in cash and cash equivalents       164,922     30,072

Cash and cash equivalents, beginning
  of period                                     115,838     61,467
                                               ---------  ---------

Cash and cash equivalents, end of period       $280,760   $ 91,539
                                               ---------  ---------

Non-cash investing and financing activities:
  Conversion of note payable to a related
    party to common stock                      $      -   $186,000
                                               ---------  ---------
</TABLE>

                      See  accompanying  notes.

                                F-6
<PAGE>
                  FIRST CAPITAL INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED 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,
2000 and 1999 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,  1999  and  1998.  Accordingly,  the  Company's  audited financial
statements  should  be  read  in  connection  with  these  financial statements.


2.     RESTATEMENT  OF  FINANCIAL  STATEMENTS
       --------------------------------------

During  the  three months ended March 31, 1999, the Company issued 22,000 shares
of  its  common  stock  for  services at prices representing a discount from the
quoted  market  price  of the Company's common stock at the dates of issue.  The
Company  also issued 300,000 non-qualified compensatory stock options for shares
of  its  common stock and convertible debt with a beneficial conversion feature.
The stock options bear exercise prices that represent a discount from the quoted
market price of the Company's common stock at the date of issue.  The fair value
of  the Company's common stock, for purposes of determining compensation expense
associated  with  stock  and  stock  options  and  the  value  of the beneficial
conversion  feature  associated with convertible debt, was determined based upon
quoted  market  prices  in  an  inactive  market  with  discounts  for  trading
restrictions  on  such  shares and a thin market for the Company's common stock.
Generally  accepted  accounting  principles do not allow for such discounts from
the  quoted  market  price.

The  effect  of  correcting  this  error  in  application  of generally accepted
accounting  principles  on  the Company's financial statements at March 31, 1999
and  for  the  three  months  then  ended,  was  as  follows:


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

2.     RESTATEMENT  OF  FINANCIAL  STATEMENTS,  CONTINUED
       --------------------------------------------------

     Decrease  in  total  assets                           $     -
                                                           ----------

     Decrease  in  total  liabilities                      $     -
                                                           ----------

     Increase  in  common  and  preferred  stock
       and  additional  paid-in  capital                   $  352,135
                                                           ----------

     Increase  in  accumulated  deficit                    $ (352,135)
                                                           ----------

     Increase  in  net  loss                               $ (352,135)
                                                           ----------

     Increase  in  basic  and  dilutive  net
       loss  per  common  share                            $    (0.01)
                                                           ----------

3.     INCOME  TAXES
       -------------

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


4.     STOCKHOLDERS'  EQUITY
       ---------------------

During  the  three  months  ended  March  31, 2000, the Company issued shares of
common  stock  and  had  other  increases  to  stockholders'  equity as follows:


<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                -------------
<TABLE>
<CAPTION>
                                           ADDITIONAL
                                   COMMON   PAID-IN
                                   STOCK    CAPITAL    TOTAL
                                 --------  --------  --------
<S>                              <C>       <C>       <C>
  Common stock issued for cash
    (2,350,000 shares)           $  2,350  $302,650  $305,000

  Compensation recognized on
    common stock issued to of-
    ficers or employees at
    below market value (20,000
    shares)                            20     9,980    10,000
                                 --------  --------  --------

    Total                        $  2,370  $312,630  $315,000
                                 --------  --------  --------
</TABLE>

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

The Company currently operates in the equipment and real estate direct financing
lease  business  but  is  actively seeking qualified businesses to acquire.  The
Company's  two  reportable  segments  are based upon geographic area and type of
business.  All  of  the  Company's foreign operations are currently conducted by
EIP  in  Estonia.  EIP  operates  with  the  Estonian  kroon  as  its functional
currency.

The  corporate  component  of  operating  loss  represents corporate general and
administrative  expenses  and  expenses  incurred  in  developing  the Company's
internet  site.  Corporate  assets  include  cash  and  cash  equivalents.


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

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

       Following  is  a  summary  of  segment  information:
<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED
                                           MARCH 31,
                                 --------------------------
                                      2000          1999
                                 --------------  ----------
                                                 (RESTATED)
Net Revenue:
<S>                              <C>             <C>
  United States - Corporate      $      17,117   $       -
  Estonia - Leasing                     15,085      12,946
                                 --------------  ----------
    Total net revenue            $      32,202   $  12,946
                                 --------------  ----------


Loss from operations:
  United States - Corporate      $    (141,829)  $(502,702)
  Estonia - Leasing                     (7,982)     (4,548)
                                 --------------  ----------
    Total loss from operations   $    (149,811)  $(507,250)
                                 --------------  ----------


                                      MARCH 31,   DECEMBER 31,
                                          2000        1999
                                 --------------  ----------
Assets:
  United States - Corporate      $     278,885   $ 108,446
  Estonia - Leasing                    260,026     299,191
                                 --------------  ----------
    Total assets                 $     538,911   $ 407,637
                                 --------------  ----------
</TABLE>


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

FORWARD-LOOKING  STATEMENT  AND  INFORMATION

     The Company is including the following cautionary statement in this Form
10-QSB to make applicable and take advantage of the safe harbor provision of the
Private  Securities  Litigation  Reform  Act  of  1995  for  any forward-looking
statements  made  by,  or on behalf of, the Company.  Forward-looking statements
include  statements  concerning  plans,  objectives,  goals,  strategies,
expectations,  future events or performance and underlying assumptions and other
statements  which  are  other  than  statements  of  historical  facts.  Certain
statements  contained  herein  are  forward-looking statements and, accordingly,
involve  risks and uncertainties which could cause actual results or outcomes to
differ  materially  from those expressed in the forward-looking statements.  The
Company's  expectations, beliefs and projections are expressed in good faith and
are  believed  by  the  Company  to  have  a reasonable basis, including without
limitations,  management's  examination  of  historical  operating  trends, data
contained  in the Company's records and other data available from third parties,
but  there  can  be  no  assurance  that  management's  expectations, beliefs or
projections  will  result  or be achieved or accomplished.  In addition to other
factors  and  matters  discussed  elsewhere  herein, the following are important
factors  that,  in the view of the Company, could cause actual results to differ
materially  from  those discussed in the forward-looking statements: the ability
of  the  Company's  management  to operate on a global basis; the ability of the
Company to effectuate and successfully operate acquisitions, and new operations;
the  ability  of the Company to obtain acceptable forms and amounts of financing
to fund current operations and planned acquisitions; the political, economic and
military climate in nations where the Company may have interests and operations;
the  ability  to  engage  the  services  of suitable consultants or employees in
foreign  countries; and competition and the ever-changing nature of the Internet
and  e-commerce.  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  and in our annual
report  on  Form  10-KSB.

INTRODUCTION

     It  is our current intent to grow First Capital International, Inc. through
the  continued  development  and  commercialization  of  our  internet  based
businesses.  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.

     www.3Dzip.com.  In  April  2000  we  launched  the  formal operation of our
     -------------
www.3Dzip.com  website  and  subsequently received our first contract to provide
3-D  web  design  services.  At  present,  we  are  developing  bids for several
projects and are in the process of making proposals to various retail customers.
Additionally,  we  are  planning  to  register  with U.S. Government agencies to
explore  3D  design  possibilities.

     AS  MAINOR  ANET.  In  April  2000, we acquired AS MAINOR ANET, an internet
     ----------------
service provider ("AISP") in Estonia. This ISP will contribute about $500,000 in
revenue  to  our  consolidated  income  statement  and  will  set  the stage for
additional  acquisitions  in  the  e-commerce  area  in  Eastern  Europe.  The
management  of  AS MAINOR ANET provides us with expertise and infrastructure for
not  only  present activities but also future activities and acquisitions in the
region.

     www.FlamingoTravel.net.  In  April  2000, we also acquired Flamingo Travel,
     -----------------------
Inc.,  an  existing  U.S.  travel  agency  with  online  operations  at
www.flamingotravel.net.  This acquisition will add another $1,000,000 in revenue
and will improve our ability to cross-market promotions among our web sites.  In
addition,  this  acquisition  will allow us to enter into the lucrative e-travel
business  and  will  provide  increased  exposure  of  our  web  sites to travel
consumers  in  various  regions  throughout  the  world.

     www.MarchesediGenin.com:  We  are  actively  pursuing  brand recognition of
     ------------------------
merchandise offered at this site.  At present, the site generates gross sales of
$7,000 to $8,000 per month and has not increased our advertising costs.  We have
completed  the  selection of vendors to supply our site and such vendors are now
prepared to provide our customers with luxury items  that  we  have  picked  for
sale  at our website.  Our current plan requires additional marketing personnel,
as  well  as  additional  advertising expenditures.  We plan to conduct showings
with  certain  major  retail  chains  to  promote  our luxury goods and will be
attempting  to  negotiate  formal agreements to sell "Marchese di Genin" branded
items  through  these  major  retail  chains.


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

     Finally, due to poor financial results, we are seeking a buyer for EIP, our
leasing  subsidiary.

ANALYSIS  OF  FINANCIAL  CONDITION

     We  are  actively  seeking  new  acquisitions  in  the  United  States
and Europe.  In the United States, negotiations currently are underway for
the acquisition of several  E-commerce  companies, as well as travel related
service  companies,  with  E-commerce features.  In Eastern Europe, we are
pursuing various acquisition  opportunities, including certain ISP's  in the
Baltic Region.  We are seeking to accomplish  any  future  acquisitions
through exchange of our common stock for target companies.  This approach will
enable  us  to  expand our asset base without using our cash resources.
Although, current  stockholders  may experience substantial dilution in per
share  book  value.

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


GOING  CONCERN  ISSUE

     During  the  three  months ended March 31, 2000 and the year ended December
31,  1999  we  have  been  dependent  on  debt  and  equity  raised  from
individual  investors  and  related  parties  to sustain its operations.  During
those  periods  we  have  incurred significant net losses.  For the three months
ended  March  31,  2000  we  had  a  net loss of $149,811 and for the year ended
December  31  1999,  we  had  a  net  loss  of  $1,148,821.

     Additionally,  we had negative cash flows from operations of $27,288 during
the  three  months  ended  March  31,  2000,  and  $1,141,821 for the year ended
December  31,  1999.  These  factors  along  with  am  accumulated  deficit  of
$2,970,628  at  March  31,  2000 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 its business operations.

-     Our ability to acquire or internally develop viable businesses.


<PAGE>
-     Our  ability  to  ultimately achieve adequate profitability and cash flows
      from  operations  to  sustain  its  operations.

     As  a  result  of  potential liquidity problems that we face, our auditors,
Ham,  Langston  &  Brezina,  L.L.P. have added an explanatory paragraph in their
opinion  on  the Company's  financial statements for the year ended December 31,
1999 indicating that substantial doubt exists about our ability to continue as a
going  concern.

      We  have  specific  plans  to  address the financial situation as follows:

-     In  the  near  term  we  plan  private  placements  of our common stock to
      qualified  investors  to  fund  our  current  operations.

-     In  the long-term, we believe that cash flows from acquired businesses and
      businesses we are currently developing will provide the resources for our
      continued operations. We have developed and launched several e-commerce
      web sites.

     We believe that revenues from these our web sites, as well as revenues from
newly  acquired  companies, will more than cover overhead at the corporate level
if  our  marketing is successful.  Acquisition activities and development of our
internet  projects  resulted  in  corporate  headquarters  accounting  for
approximately  95%  of  our  total net loss for the three months ended March 31,
2000.

COMPETITION

     We  believe  that only a very limited number of sites on the internet offer
the  same  type  of  3-D  shopping  experience  found  at  PlazaRoyal.com  and
MarchesediGenin.com.  We  also  believe  that as technology and related internet
access speeds improve, that our 3-D web sites will attract both a greater number
of  customers  and  more  intense  competition  from other 3-D Internet shopping
sites.  Such  competition  could  ultimately  make  3-D  an  ordinary feature of
internet  shopping  malls.  We  have developed a normal 2-D version of our sites
that  requires  less  graphic  data  transfer  and are better suited for current
technology.  These  2-D  internet  web  sites  are  already  subject  to extreme
competition and our inability to properly target our customers and differentiate
our  internet  web  sites  from  the  sites  of  our  competitors  could  have a
significant  adverse impact on our financial results.  We plan to target markets
in  Eastern Europe that  we believe are either undeveloped or are not adequately
served.

     Our  3Dzip.com web site has lessor competition because there are relatively
few  companies  marketing  3-D web site design and development. However, the 3-D
marketplace  could  become  crowed  in  the  future.

RESULTS  OF  OPERATIONS

Three  Months  Ended  March 31, 2000 as Compared to the Three Months Ended March
--------------------------------------------------------------------------------
31,  1999:
----------

     During  the  three  months  ended  March  31,  2000, our revenues increased
approximately  $19,000  or  148% as compared to the three months ended March 31,
1999.  The  increase  was  due  primarily  to  sales  of  merchandise  through
PlazaRoyal.com.  Merchandise sales were not added until the fourth quarter of
1999.


<PAGE>
     During  the  three  months  ended March 31, 2000 our operating, general and
administrative costs increased by approximately $91,000 as compared to the three
months ended March 31, 1999.  This increase in costs was made up of increases in
personnel  costs  and  in legal and other professional fees.  The increases were
attributable  to  the  development  of our internal structure to support growing
operations.

     During  the three months ended March 31, 2000 depreciation and amortization
remained  relatively  constant  as  compared to the three months ended March 31,
1999.

     During  the three months ended March 31, 2000 we had stock and option based
compensation  of  $10,000  due  to  the sale of common stock to an employee at a
below  market price.  The sale  resulted in a charge to compensation expense for
the difference between the sales price and the market price at the date of sale.
In  the  three  months  ended  March  31,  1999  we had significant issuances of
compensatory  stock  options  and  stock  issuances  that resulted in charges to
expense  totaling  $320,850.  As  the  Company  becomes  more  established,  it
anticipates  fewer  issuances  of  common  stock  and  options for compensation.

     Interest  expense  for  the three months ended March 31, 2000 was $7,011 as
compared  to  $128,770  for  the  three  months  ended  March  31,  1999.  The
significant  decrease in interest expense is the direct result of our conversion
of  very  high  rate  debt to equity in February 2000 and the elimination of the
interest  charges  associated  with  such  debt.

     During the three months ended March 31, 2000 we had a net loss of  $149,811
as  compared to a net loss of $507,250 in the three months ended March 31, 1999.
The  primary  reason for our decreased losses was reduced stock and option based
compensation  charges.  Our  losses during both periods were attributable to our
operations in the United States, as the Company's operations in Estonia produced
minimal  losses.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  March  31,  2000  we  had cash resources of approximately $280,000.  We
estimate  that during the year 2000, our cash requirements will be approximately
$150,000  per  quarter  and  such  requirements will need to be met from outside
sources.  We  plan to obtain additional financing through the sale of our common
stock  and  by  obtaining  debt  financing.  Such sales of our common stock will
continue  until  cash  flow  from  operations  is adequate to fund the Company's
ongoing requirements.  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;  however,  we  anticipate  that  the  following  near-term
expenditures  will  be  made if funds are available: $20,000 for advertising our
Plaza  Royal  web  site,  $30,000  for merchandise to be offered for sale at our
Plaza  Royal  web  site  and $10,000 for Internet e-commerce operating expenses.

     We  currently  have  no  commitments for capital expenditures in EIP and we
intend  to  continue  servicing  our existing lease portfolio and enter into new
leases  only  to  the  extent that such leases are supported by EIP's cash flows
from  operations.  EIP's cash flows are not expected to allow additional leases.


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

THE  YEAR  2000  ISSUE

     We  experienced  no  year  2000  problems.


<PAGE>
PART  II  -  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During  the  quarter  ended March 31, 2000, 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.

     In  January  2000,  four investors purchased a total of 2,050,000 shares of
our common stock for $.10 per share for the total consideration of $205,000.  We
made  these  transactions  in reliance upon exemptions under Section 4(2) of the
Securities  Act  of  1933.

     In  January  2000,  we issued a total of 250,000 options to seven employees
and  directors  as  in-kind  payment for services rendered.  The strike price of
these  options is $.25 per share and the options expire on January 20, 2002.  We
made  these  transactions  in reliance upon exemptions under Section 4(2) of the
Securities  Act  of  1933.  The  value  we  allocated  to these transactions was
$62,500.

     In  February  2000,  we  issued 20,000 to one vendor as payment in-kind for
services  rendered.  We made this transactions in reliance upon exemptions under
Section  4(2)  of  the  Securities  Act of 1933.  The value we allocated to this
transactions  was  $10,000.

     In  March  2000,  one investor purchased 300,000 shares of our common stock
for  $.3333  per  share for total consideration of $100,000.  In connection with
this  purchase,  we  also issued to the investor 300,000 options to purchase our
common  stock  at  an exercise price of $.50 per share, expiring on May 3, 2004.
We  made this transactions in reliance upon exemptions under Section 4(2) of the
Securities  Act  of  1933.

     In  March  2000, we issued a total of 720,000 options to eight employees as
in-kind  payment  for  services  rendered.  The strike price of these options is
$.50  per  share  and  the  options  expire  on January 20, 2002.  We made these
transactions  in  reliance  upon exemptions under Section 4(2) of the Securities
Act  of  1933.  The  value  we  allocated  to  these  transactions was $360,000.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

EXHIBIT  NO.  27  -  FINANCIAL  DATA  SCHEDULE

(B)  REPORTS  ON  FORM  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  15,  2000                    By     /s/  Alex  Genin
                                          Alex  Genin
                                          Chief  Executive  Officer


                                          ------------------------------------
Date:  May  15,  2000                    By     /s/  Joselito  H.  Sangel
                                           Joselito  H.  Sangel
                                           Vice  President  of  Finance


<PAGE>