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 SEPTEMBER 30, 2001

  [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
             FOR THE TRANSITION PERIOD FROM _________ TO __________

                        COMMISSION FILE NUMBER: 000-26271

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

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

                 5120 WOODWAY, SUITE 9004, HOUSTON, TEXAS 77056
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

     CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PAST 12
MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH
 REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90
                                      DAYS.
                                YES [X]    NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

   STATE  THE  NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
     COMMON EQUITY, AS OF NOVEMBER 11, 2001, THERE WERE  84,901,012 SHARES OF
                           COMMON STOCK  OUTSTANDING.

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


<PAGE>
                               TABLE  OF  CONTENTS

                       PART  I  -  FINANCIAL  INFORMATION

                  ITEM  1.  CONSOLIDATED  FINANCIAL  STATEMENTS

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

PART  II  -  OTHER  INFORMATION

   Item  2.  Changes  in  Securities



SIGNATURES


PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS


<PAGE>






                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________




              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000






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


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

  Consolidated Condensed Balance Sheet as of
    September 30, 2001 and December 31, 2000      F-3

  Unaudited Consolidated Condensed Statement
    of Operations for the three months and nine
    months ended September 30, 2001 and 2000      F-4

  Unaudited Consolidated Condensed Statement
    of Stockholders' Equity for the nine months
    ended September 30, 2001                      F-5

  Unaudited Consolidated Condensed Statement
    of Cash Flows for the nine months ended
    September 30, 2001 and 2000                   F-6

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


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


                                                                     SEPTEMBER 30,  DECEMBER 31,
                                                                         2001           2000
     ASSETS                                                           (UNAUDITED)      (NOTE)
                                                                    --------------  ------------
<S>                                                                 <C>             <C>
Current assets:
  Cash and cash equivalents                                         $      22,865   $   179,915
  Accounts receivable, net                                                125,114        70,503
  Inventory                                                                87,976       157,282
  Prepaid expenses and other                                               14,289         6,696
                                                                    --------------  ------------

    Total current assets                                                  250,244       414,396

Cost in excess of net assets of
  acquired businesses, net                                                272,211       351,436

Furniture and equipment, net                                              159,619       122,217
                                                                    --------------  ------------

      Total assets                                                  $     682,074   $   888,049
                                                                    ==============  ============


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

Current liabilities:
  Note payable                                                      $      46,844   $     5,151
  Accounts payable and accrued liabilities                                219,786        97,549
                                                                    --------------  ------------

    Total current liabilities                                             266,630       102,700

Long-term debt                                                                  -        12,500

Minority interest                                                           5,017             -

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000
    shares authorized; 81,891,412 and 76,251,412
    shares issued and outstanding at September 30,
    2001 and December 31, 2000, respectively                               81,891        76,251
  Additional paid-in capital                                            4,374,261     3,956,301
  Unissued common stock                                                    37,865       150,365
  Accumulated deficit                                                  (4,084,024)   (3,408,292)
  Accumulated other comprehensive income (loss)                               434        (1,776)
                                                                    --------------  ------------

      Total stockholders' equity                                          410,427       772,849
                                                                    --------------  ------------

        Total liabilities and stockholders'
          equity                                                    $     682,074   $   888,049
                                                                    ==============  ============
<FN>
Note:  The consolidated balance sheet at December 31, 2000 has been derived from
the  audited  financial  statements at that date but does not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.
</TABLE>


                             See accompanying notes.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                              FIRST CAPITAL INTERNATIONAL, INC.
                  UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                         __________


                                         THREE  MONTHS  ENDED        NINE  MONTHS  ENDED
                                            SEPTEMBER  30,              SEPTEMBER  30,
                                      --------------------------  --------------------------
                                          2001          2000          2001         2000
                                      ------------  ------------  ------------  ------------
<S>                                   <C>           <C>           <C>           <C>
Revenue:
  Service fees                        $   174,599   $   149,870   $   410,807   $   249,182
  Merchandise sales                        50,248        11,365       184,228        43,180
                                      ------------  ------------  ------------  ------------

    Total revenue                         224,847       161,235       595,035       292,362
                                      ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of merchandise sold                 26,906         4,073       104,550        22,242
  Cost of providing services              141,969        66,542       283,946       142,787
  Stock and option based compensa-
    tion                                   27,600             -        92,690        18,000
  Operating and general expenses          293,594       309,109       768,863       628,675
  Amortization of cost in excess
    of net assets of businesses
    acquired                                4,564         5,312        14,081         5,312
                                      ------------  ------------  ------------  ------------

    Total costs and expenses              494,633       385,036     1,264,130       817,016
                                      ------------  ------------  ------------  ------------

Loss from operations                     (269,786)     (223,801)     (669,095)     (524,654)
                                      ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                             197             -         1,906             -
  Other income (expense)                      194           144           298         7,825
  Interest expense                         (1,901)         (173)       (3,733)         (357)
                                      ------------  ------------  ------------  ------------

    Other income (expense), net            (1,510)          (29)       (1,529)        7,468
                                      ------------  ------------  ------------  ------------

      Loss from continuing opera-
        tions before minority
        interest                         (271,296)     (223,830)     (670,624)     (517,186)

Minority interest                           1,568             -         6,683             -
                                      ------------  ------------  ------------  ------------

        Loss from continuing
          operations                     (269,728)     (223,830)     (663,941)     (517,186)
                                      ------------  ------------  ------------  ------------

Discontinued operations:
  Income (loss) from operation of
    discontinued business segments         20,413        20,549         5,432       (18,769)
  Gain (loss) on disposal of dis-
    continued business segments,
    including losses during the
    phase-out period                      (17,223)            -       (17,223)       38,837
                                      ------------  ------------  ------------  ------------

      Income (loss) from discon-
        tinued operations                   3,190        20,549       (11,791)       20,068
                                      ------------  ------------  ------------  ------------

Net loss                              $  (266,538)  $  (203,281)  $  (675,732)  $  (497,118)
                                      ============  ============  ============  ============

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

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

Weighted average shares outstanding    80,312,825    74,532,158    78,246,720    73,571,481
                                      ============  ============  ============  ============
</TABLE>


                             See accompanying notes
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                             FIRST CAPITAL INTERNATIONAL, INC.
                            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                                        __________


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

Net loss                               -         -           -         -       (675,732)               -         (675,732)

Other comprehensive income-
  foreign currency transla-
  tion adjustment                      -         -           -         -              -            2,210            2,210
                                                                                                           ---------------

Comprehensive income            (673,522)
                              -----------

Common stock issued for cash   5,390,000     5,390     290,210         -              -                -          295,600

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

Common stock issued for
  services                       130,000       130      20,960         -              -                -           21,090

Stock options issued for
  services                             -         -      71,600         -              -                -           71,600

Common stock issued for
  Flamingo Travel                 20,000        20      14,980   (15,000)             -                -                -

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

Balance at September 30,
  2000                        81,891,412   $81,891  $4,374,261  $ 37,865   $ (4,084,024)  $          434   $      410,427
                              ===========  =======  ==========  =========  =============  ===============  ===============
</TABLE>


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


                                            NINE  MONTHS  ENDED
                                               SEPTEMBER  30,
                                           ----------------------
                                              2001        2000
                                           ----------  ----------
                                                       (RESTATED)
<S>                                        <C>         <C>
Cash flows from operating activities       $(382,193)  $(462,559)
                                           ----------  ----------

Cash flows from investing activities:
  Acquisition of equipment                   (57,905)          -
  Acquisition of TGK-Link AS                 (12,875)          -
  Acquisition of Mediafon                     (7,281)          -
  Acquisition of Mainor Anet AS                    -     (50,000)
                                           ----------  ----------

    Net cash required by investing
      activities                             (78,061)    (50,000)
                                           ----------  ----------

Cash flows from financing activities:
  Proceeds from sale of common stock         295,600     655,000
  Proceeds from notes payable and long-
    term debt                                  9,089      12,500
  Payments on notes payable and long-
    term debt                                 (1,000)           -
                                           ----------  ----------

    Net cash provided by financing
      activities                             303,689     667,500
                                           ----------  ----------

Effects of exchange rate changes on cash        (485)           -
                                           ----------  ----------

Net increase (decrease) in cash and cash
  equivalents                               (157,050)    154,941

Cash and cash equivalents, beginning
  of period                                  179,915      67,193
                                           ----------  ----------

Cash and cash equivalents, end of period   $  22,865   $ 222,134
                                           ==========  ==========
</TABLE>


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


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

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial information and with the instructions to Form 10-QSB and
     Article  10  of Regulation S-B. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  three  month  and nine month periods ended September 30, 2001 and 2000
     are  not necessarily indicative of the results that may be expected for the
     respective  full  years.

     A  summary  of  the  Company's  significant  accounting  policies and other
     information  necessary  to  understand these consolidated interim financial
     statements  is  presented in the Company's audited financial statements for
     the  years  ended  December  31,  2000 and 1999. Accordingly, the Company's
     audited  financial  statements  should  be  read  in  connection with these
     financial  statements.


2.   ACQUISITIONS
     ------------

     TGK  LINK  AS  ("TGK")
     ----------------------

     On  January  12,  2001, the Company acquired 65% of TGK, an Estonian public
     limited  company  that  provides  voice-over-internet-protocol ("VOIP") and
     INTERNET  banking  services  in  Estonia.  The  total  purchase  price  was
     approximately  $35,000  based  on  the  issuance  of  100,000 shares of the
     Company's  common  stock  and the payment of $15,000 in cash. In July 2001,
     the  Company  acquired  the  remaining  35%  of  TGK  for  $2,600.

     MEDIAFON
     --------

     On  June  7, 2001, the Company acquired 51% of Mediafon, a Lithuanian close
     joint  stock company that provides internet and VOIP services in Lithuania.
     The  net  purchase price was approximately $7,000 in cash and, although the
     Company  has  a  51% interest in Mediafon, its voting interest is only 49%.
     The  Company may be required to make additional cash payments in connection
     with  the Mediafon acquisition if Mediafon exceeds certain profit levels on
     existing  business.

     Following  is  a  summary of assets acquired and liabilities assumed in the
     purchases  of  TGK  and Mediafon that occurred during the nine months ended
     September  30,  2001:


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


2.     ACQUISITIONS,  CONTINUED
       ------------------------

                                    MEDIAFON     TGK
                                    ---------  --------
     Assets acquired:
       Fair value of tangible
         assets acquired            $  34,468  $ 43,863
       Excess of cost over net
       assets of business acquired      9,810    29,777
                                    ---------  --------

         Total assets acquired         44,278    73,640

     Cash paid or payable, net of
       cash acquired                    7,281    12,875
     Market value of common stock
       issued or issuable                   -    20,310
                                    ---------  --------

     Liabilities assumed and
       minority interest            $  36,997  $ 40,455
                                    =========  ========


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

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

4.   SEGMENT  AND  GEOGRAPHIC  INFORMATION
     -------------------------------------

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

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

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


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


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

Following  is  a  summary  of  segment  information:

<TABLE>
<CAPTION>
                                      THREE  MONTHS  ENDED     NINE  MONTHS  ENDED
                                     ----------------------  ----------------------
                                          SEPTEMBER  30,         SEPTEMBER  30,
                                        2001        2000        2001        2000
                                     ----------  ----------  ----------  ----------
<S>                                  <C>         <C>         <C>         <C>
     Net Revenue:
       United States-corporate       $  50,352   $  11,365   $ 185,673   $  43,180
       Estonia-internet service         81,099      78,659     146,961      95,735
       Estonia-telecommunications
         and contract software
         development                    73,418      71,211     235,408     153,447
       Lithuania-telecommunications     19,978            -     26,993            -
                                     ----------  ----------  ----------  ----------

         Total net revenue           $ 224,847   $ 161,235   $ 595,035   $ 292,362
                                     ==========  ==========  ==========  ==========


     Income (loss) from continuing
       operations:
       United States-corporate       $(221,988)  $(204,137)  $(525,265)  $(478,134)
       Estonia-internet service        (32,088)    (14,230)   (101,695)    (28,231)
       Estonia-telecommunications
         and contract software
         development                   (12,314)     (5,463)    (35,651)    (10,821)
       Lithuania-telecommunications     (3,338)           -     (1,330)           -
                                     ----------  ----------  ----------  ----------

         Total loss from continuing
           operations                $(269,728)  $(223,830)  $(663,941)  $(517,186)
                                     ==========  ==========  ==========  ==========
</TABLE>

                                        SEPTEMBER 30,   DECEMBER 31,
                                             2001           2000
                                        --------------  -------------
     Assets:
       United States-corporate          $       96,592  $     297,772
       United States-travel services                 -        140,942
       Estonia-internet service                174,708        196,509
       Estonia-telecommunications and
         contract software development         344,383        252,826
       Lithuania-telecommunications             66,391              -
                                        --------------  -------------

         Total assets                   $      682,074  $     888,049
                                        ==============  =============


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

FORWARD-LOOKING  STATEMENT  AND  INFORMATION

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

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

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

INTRODUCTION

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

     In  January,  2001  we  acquired  a  65%  of the equity and in July 2001 we
acquired  the  remaining 35% of the equity of TGK-LINK AS, an Estonia based VoIP
company  with  extensive  relationships  within the local corporate marketplace.
TGK-LINK  also  acts  as  the  "Global  One"  service Representative in Estonia,
providing  data  transmission  to  the  banking  sector  in Estonia. In the past
several  years  TGK-LINK  has  been  involved  in  the  "Smart  Card" technology
development  and  Service  Applications  within  the  Baltic  Regional  Markets.

     In  June  2001  we  acquired 51% of the equity of UAB Mediafon, a Lithuania
based  mobile  telephone  service  marketing  company.  We  established  a joint
VOIP/ISP  service operations in Vilnius, Lithuania and believe that it can bring
us  a  substantial  origination  and  termination  traffic  within Lithuania and
enhance  our revenue stream. However, this requires some investments in hardware
and marketing, and success of this venture depends on our ability to raise funds
for  our  Lithuanian  operations.


<PAGE>
     As  a main new development, we have entered into a "smart house" technology
market in the USA. Utilizing our extensive Internet/software expertise in the US
and Estonia, we are developing a Home Command Center device ("VIP Butler"). This
device  represents  a combination of uniquely built computer with a touch screen
monitor  and a proprietary software package. We believe that the concept of this
system  will appeal to builders, high speed Internet providers and home security
providers.  We  already  sold several systems and currently working on marketing
alliances.

     We are currently on the stage of Beta testing of our Home Automation System
-  VIP Butler. The system allows you to control your home remotely from anywhere
in  the  world,  it  has  a  built into the wall futuristic look, a touch screen
command  panel, it's fully Internet enabled and easy to operate. We believe that
all  these  features  can  attract  customers  to  our  product.

     www.3Dzip.com.  In  April  2000  we  launched  the  formal operation of our
www.3Dzip.com  web  site and subsequently received our first contract to provide
3-D web design services. At present, we are looking for an opportunity to divest
from  website  development  business  and  currently  in  the  process of making
proposals  to  various  retail  customers  in  order to sell this website. These
activities  will  be  subject  to  our  receiving  funding.

     Anet  Eesti AS. In April 2000, we acquired Anet Eesti AS (formerly known as
AS Mainor Anet, an Internet service provider in Estonia. This ISP is expected to
contribute  about  $150,000  per  year  in  revenue  to  our consolidated income
statement  and  has  set  the  stage  for  additional  acquisitions  in  the
telecommunications and data transmission industry in Eastern and Central Europe.
The  management  of  Anet Eesti AS provides us with expertise and infrastructure
for  both  present  activities  and  future  activities  and acquisitions in the
region.

     On  September  30,  2001,  we  sold Flamingo Travel back to its management.
Flamingo  Travel was not fitting into technology concept of our business, and we
believe  that  with  new efforts on Home Automation system market we will try to
divest  ourselves  from  other  business  activities.

     www.MDGshop.com.  We are actively pursuing brand recognition of merchandise
offered  at  this site. At present, the site generates gross sales of $10,000 to
$16,000  per  month  without related increases in our advertising costs. We have
completed  the selection of vendors to supply our products and these vendors are
now  prepared to provide our customers with luxury items that we have picked for
sale  at our web site. Our current plan requires additional marketing personnel,
as  well  as additional advertising expenditures. We plan to conduct research to
find  alliances with certain major retail chains to promote our luxury goods and
will  be  attempting  to negotiate formal agreements to sell "Marchese di Genin"
branded  items  through  these  major  retail  chains.

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

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

     Our  major  efforts  during  the  second half of the year 2001 have been to
develop  and complete testing of our Home Automation System - VIP Butler - among
several builders in Houston, Texas. Our current plan is to complete Beta Testing
in  2001  and  start marketing of our finished product in the beginning of 2002.
Our  initial  sales  efforts  of  VIP  Butler  System in the US show outstanding
response  and  interest  from  local  builders  and  integrators.


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

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

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

We  intend to sell off our Internet web sites as we focus on the Home Automation
technology;  Baltic,  Eastern  and  Central European telecommunications and data
transmission  market.


ANALYSIS  OF  FINANCIAL  CONDITION

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

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

GOING  CONCERN  ISSUE

     Since we began operations, we have been dependent on debt and equity raised
from  individual  investors  and  related  parties to sustain our operations. We
incurred  net  losses  of  $675,732  and  $497,118  during the nine months ended
September  30,  2001  and  2000,  respectively.  We had negative cash flows from
operations  of  $382,193 and $462,559 during the nine months ended September 30,
2001  and  2000.  These  factors  and  our  history  of  recurring  losses raise
substantial  doubt  about  our  ability  to  continue  as  a  going concern. Our
long-term  viability  as  a going concern is dependent upon three key factors as
follows:

-    Our  ability  to  obtain adequate sources of debt or equity funding to meet
     current  commitments  and  fund the continuation of our business operations

-    Our  ability  of  to  acquire  or  internally  develop  viable  businesses

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

     As  a  result  of  these  potential  liquidity problems, our auditors, Ham,
Langston  & Brezina, L.L.P. have added an explanatory paragraph in their opinion
on  our  audited  financial statements for the years ended December 31, 2000 and
1999,  indicating that substantial doubt exists about our ability to continue as
a  going  concern.


<PAGE>
     Our ability to achieve profitability depends on our ability to successfully
develop  and  market  ISP  services,  VoIP  services,  software  subcontracting
services,  telecommunications  services  and  data transmissions services in the
Baltic  Region and in Eastern and Central Europe.  We can give no assurance that
we  will  be  able  to  achieve commercial success.  We are subject to all risks
inherent in a growing venture, including the need to develop marketing expertise
and produce significant revenue.  We may incur losses for the foreseeable future
due  to  the  significant  costs  associated  with  our  operations.

Recurring  losses  have  resulted  in  an  accumulative deficit of $3,408,292 at
December  31,  2000, and $4,084,024 at September 30, 2001. Revenues for the nine
months  ended  September 30, 2001 were $595,035 compared to revenues of $292,362
for  the  nine months ended September 30, 2000. The increase in our revenue is a
direct  result  of  acquisitions  and our efforts to refocus our business in the
technology,  telecommunications and data transmission sectors. Our new focus has
resulted  in  our  purchase of businesses that we feel can improve our operating
results.  Losses  in  the  nine  months  ended  September 30, 2001 and 2000 were
attributable  primarily  to the early stage of our business. We believe that our
revenues  will  increase, and that we will ultimately be profitable, although we
can  provide  no  assurance  that  profitability  will  occur.

     Acquisition  activities  and  business  development  resulted  in corporate
headquarters  accounting  for approximately 79% and 92% of our total net loss in
the  nine  months  ended  September  30,  2001  and  2000,  respectively.

COMPETITION

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

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

RESULTS  OF  OPERATIONS

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

THE  NINE  MONTHS  ENDED SEPTEMBER 30, 2001 AS COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER  30,  2000

     During  the  nine  months  ended  September  30,  2001,  our  revenues from
continuing  operations were $595,035 as compared to $292,362 for the nine months
ended September 30, 2000. The $302,673 increase was a result of our acquisitions
of  AS  TGK-Link  and  Mediafon  combined  with  merchandise  sales  on  our
www.MDGshop.com  web  site.

     During  the  nine  months  ended  September 30, 2001, operating and general
expenses  increased  by  $140,188  or  22%  as compared to the nine months ended
September  30,  2000.  This increase was made up of increases in personnel costs
and  in  administrative  expenses.  The  increases  were  attributable  to  the
development  of  our  internal  structure  to support growing operations and the
acquisitions  of  AS  TGK-Link  and  Mediafon.


<PAGE>
     Depreciation  expense  and  amortization  of  goodwill  were  approximately
$75,000 in the nine months ended September 30, 2001 as compared to approximately
$10,000  in  the  nine  months  ended  September  30,  2000, and the increase is
directly  related to two businesses we acquired. Each business had equipment and
each  acquisition included a cost that was in excess of the net assets acquired.

     During  the  nine  months  ended  September  30, 2001, we had a net loss of
$675,732  as  compared  to  a  net  loss  of  $497,118  in the nine months ended
September 30, 2000. Since September 30, 2000 we reduced stock compensation, sold
one  subsidiary  and  acquired  two  new businesses in Eastern Europe. All these
factors contributed to the results of operations. Our losses are attributable to
our  operations  in  both  the  United  States  and  Eastern  Europe.

THE  THREE MONTHS ENDED SEPTEMBER 30, 2001 AS COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER  30,  2000

     During  the  three  months  ended  September  30,  2001,  our revenues from
continuing operations were $224,847 as compared to $161,235 for the three months
ended  September  30,  2000.

     During  the  three  months  ended September 30, 2001, operating and general
expenses  decreased  by  $15,515  or  5%  as  compared to the three months ended
September  30,  2000.  This decrease was made up of decreases in personnel costs
and  administrative  expenses.  The decreases were attributable to cost controls
that  we  have  in  place  to  conserve  capital.

     Depreciation expense and amortization of goodwill were $26,823 in the three
months  ended September 30, 2001 as compared to $5,000 in the three months ended
September  30,  2000.  This  increase  is  directly related to the businesses we
acquired  since  September  30,  2001.  Each  business  had  equipment  and each
acquisition  included  a  cost  that  was  in excess of the net assets acquired.

     During  the  three  months  ended  September 30, 2001, we had a net loss of
$266,538  as  compared  to  a  net  loss  of  $203,281 in the three months ended
September 30, 2000. Since September 30, 2000 we increased stock and option based
compensation  charges,  sold  one  subsidiary and acquired two new businesses in
Eastern  Europe. All these factors contributed to the results of operations. Our
losses  are attributable to our operations in both the United States and Eastern
Europe.


LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  September  30,  2001, we had cash resources of $22,865. We estimate
that during three months ending December 31, 2001, 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  2001  unless  our
revenue-producing  operations  expand  significantly.  Such  an  expansion  of
operations  would  require  that we raise a substantial amount of capital (cash)
through  the  sale  of  our stock or through borrowing. Such sales of our common
stock  would  continue  until cash flow from operations was adequate to fund our
ongoing  cash  requirements.  Although  we  plan  to obtain additional financing
through  the  sale of our common stock and by obtaining debt financing, there is
no  assurance  that capital will be available from any source, or, if available,
upon  terms  and  conditions  acceptable  to  us.

     We  currently have no material commitments for capital expenditures for our
U.S.  operations.  We  anticipate  that  the following expenditures will be made
during  the  three  months  ending  December  31,  2001, if funds are available:
$100,000  for  home  automation  technology,  telecommunications  and  data
transmission  equipment;  $100,000  for  marketing  expenses;  and  $150,000 for
business  development  and  acquisitions  in  Eastern  and  Central  Europe.

     During the nine months ended September 30, 2001, we raised $295,000 in cash
from  the  sale  of  our  securities.


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

FOREIGN  CURRENCY  TRANSLATION  AND  INFLATION  ISSUES

     Foreign  Currency  Issues.  The  Estonian  kroon  ("EEK") is the functional
currency  for  our  Estonian subsidiaries.  Small changes in the U.S. dollar/EEK
exchange  rate  do  not  have  a significant impact on our financial position or
results  of  operations.  However,  declines  in  the value of the EEK generally
reduce  the  value  of  our assets and cause deterioration our overall financial
position.  To  stabilize the EEK, the government of Estonia has enacted monetary
policy  that  "pegs"  the exchange rate of the EEK to the German mark ("DEM") in
the  ratio of 8 EEK = 1 DEM.  Because the exchange rate of the DEM is relatively
stable  against  the  U.S.  dollar,  the exchange rate of the EEK should also be
expected  to  be  relatively stable against the U.S. dollar.  Because the EEK is
the  functional  currency  of our Estonian subsidiary under Financial Accounting
Standards  Board  Statement  No.  52,  "Foreign  Currency Translation" (FAS 52),
assets  and  liabilities  denominated  in  foreign  functional  currencies  are
generally  translated  at  the  exchange  rate  as  of  the  balance sheet date.
Translation  adjustments  are  recorded as a separate component of stockholders'
deficit.  Revenues,  costs  and  expenses  denominated  in  foreign  functional
currencies  are translated at the weighted average exchange rate for the period.
Therefore,  we  have  exposure  to  foreign  currency  fluctuations  and foreign
government intervention such as a devaluation of the local currency, or a freeze
of international transfer of funds.  The Estonian Central Bank does not have the
power  to  devalue  the  EEK,  and  technical fluctuations are restricted to 3%.
However,  a  devaluation of the German Mark (DM) or the Euro could occur, with a
resulting effect on the exchange rate of the EEK.  The Estonian Central Bank has
officially  pegged  the  EEK at 8 EEK = 1 DM.  Therefore, we are also subject to
foreign  currency  risks  related  to  the  DM.  Relative  to the U.S. dollar, a
declining  EEK  or DM would negatively impact the value, in U.S. dollars, of our
transactions  in  Estonia.  The Estonian Central Bank has also officially pegged
to  the Euro at 15.64 EEK = 1 Euro, which is considered the equivalent of the DM
peg.  Therefore, we are also subject to the same types of foreign currency risks
related  to  the  Euro.  Relative  to  the  U.S.  dollar, a declining Euro would
negatively  impact  the  value, in U.S. dollars, of our transactions in Estonia.

     Our  results  of  operations  were  improved  when  our functional currency
changed  from  the  U.S.  dollar  to the Estonian Kroon. Estonia's economy has a
historically  higher inflation rate than the United States economy. All currency
losses  associated  with  the translation of financial statements where the U.S.
dollar  is  considered  the  functional  currency,  are  reflected  as losses in
operations  rather  than  as charges against stockholders' equity as is the case
when  the  Estonian  kroon  is  considered  our  functional  currency

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


<PAGE>
                           PART  II  -  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During  the  three  months  ended  September  30,  2001,  the  following
transactions  were  effected  by  the  Company  in reliance upon exemptions from
registration  under the Securities Act of 1933 as amended as provided in Section
4(2)  thereof.  Each  certificate issued for unregistered securities contained a
legend  stating  that  the securities have not been registered under the Act and
setting  forth  the  restrictions  on  the  transferability  and the sale of the
securities.  No  underwriter  participated  in,  nor  did  the  Company  pay any
commissions  or  fees  to  any  underwriter  in  connection  with  any  of these
transactions.  None  of the transactions involved a public offering. The Company
believes  that  each  of these persons had knowledge and experience in financial
and  business  matters which allowed them to evaluate the merits and risk of the
purchase  or  receipt  of  these securities of the Company. The Company believes
that each of these persons were knowledgeable about the Company's operations and
financial  condition.

During  the three months ended September 30, 2001, we issued 3,090,000 shares of
our  common  stock,  90,000  shares (the market value for these issuances ranged
from $0.16 to $0.20 per share) as a bonus to employees and vendors and 3,000,000
to  investors  for  cash  totaling  $150,000. These sales resulted in charges to
compensation  expense  for the difference between the sales price and the market
price  at  the  date  of  sale.

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

During the three months ended September 30, 2001, we granted options to purchase
up  to  210,000  shares  of  common  stock  to  our employees. These options are
immediately  exercisable  at an exercise price between $0.01 and $0.10 per share
and  expire  between  September  2002  and  September  2003.



                                   SIGNATURES

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


                                   First  Capital  International,  Inc.


Date:  November 13, 2001            By:  /s/  Alex Genin
                                        ------------------------------
                                        Alex Genin
                                        Chief  Executive  Officer,
                                        Acting Chief Financial Officer


<PAGE>