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 June 30, 1999

[ ]     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       No    X
    ---        ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.

Yes       No
    ---        ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS


     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  June  30,  1999:  65,196,142
                                           ----------

<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.

                                TABLE OF CONTENTS

          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

                                                                           PAGE
                                                                           ----
PART  I  -  FINANCIAL  INFORMATION

     Item  1.  Consolidated  Financial  Statements

          Consolidated  Condensed  Balance  Sheet  as  of
            December  31,  1998  and  June  30,  1999                       F-1

          Consolidated  Condensed  Statement  of
            Operations  for  the  three  and  six  months
            ended  June  30,  1999
            and  1998                                                       F-2

          Consolidated  Condensed  Statement  of
            Stockholders'  Equity  for  the  six  months
            ended  June  30,  1999                                          F-3

          Consolidated  Condensed  Statement  of  Cash
            Flows  for  the  six  months  ended  June  30,
            1999  and  1998                                                 F-4

          Selected  Notes  to  Consolidated  Financial
            Statements                                                      F-5

     Item  2.  Management's  Discussion  and  Analysis  of                    1
               Financial  Condition  and  Results  of  Operation

PART  II  -  OTHER  INFORMATION

     Item  2.  Changes  in  Securities                                       12

     Item  6.  Exhibits  and  Reports  on  Form  8K                          13

SIGNATURES                                                                   14

<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

<PAGE>
<TABLE>
<CAPTION>
                         FIRST CAPITAL INTERNATIONAL, INC.
                       CONSOLIDATED CONDENSED BALANCE SHEET
                        JUNE 30, 1999 AND DECEMBER 31, 1998
                                    __________


                                                            JUNE 30,    DECEMBER 31,
                                                              1999         1998
     ASSETS                                               (UNAUDITED)     (NOTE)
------------------------------------------------          ------------  ----------
<S>                                                     <C>           <C>
Current assets:
  Cash and cash equivalents                               $    92,692   $  61,467
  Short-term investments                                       44,951           -
  Lease receivables, net                                       92,787     107,200
  Other                                                        25,365      34,794
                                                          ------------  ----------

    Total current assets                                      255,795     203,461

Lease receivables                                              77,348     119,339

Accounts and notes receivable, net                              2,262       3,082

Property and equipment, net                                     6,043       9,519
                                                          ------------  ----------

      Total assets                                        $   341,448   $ 335,401
                                                          ============  ==========

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

Current liabilities:
  Note payable to a related party                         $    94,327   $ 105,958
  Accounts payable and accrued liabilities                      6,701      26,501
                                                          ------------  ----------

    Total current liabilities                                 101,028     132,459

Long-term debt to a related party                             295,179     333,641
                                                          ------------  ----------

      Total liabilities                                       396,207     466,100
                                                          ------------  ----------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $0.001 par value; 100,000,000
    shares authorized; 65,196,142 and 55,751,142
    shares issued and outstanding at June 30,
    1999 and December 31, 1998, respectively                   65,196      55,751
  Additional paid-in capital                                1,102,261     681,746
  Accumulated deficit                                      (1,220,232)   (865,340)
  Accumulated foreign currency translation
    adjustments                                                (1,984)     (2,856)
                                                          ------------  ----------

      Total stockholders' deficit                             (54,759)   (130,699)
                                                          ------------  ----------

        Total liabilities and stockholders'
          deficit                                         $   341,448   $ 335,401
                                                          ============  ==========
</TABLE>

Note:  The consolidated balance sheet at December 31, 1998 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-1
<PAGE>
<TABLE>
<CAPTION>
                           FIRST CAPITAL INTERNATIONAL, INC.
                     CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                     ___________
                                     (UNAUDITED)

                                 THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                 --------------------------  --------------------------
                                     1999          1998          1999          1998
                                 ------------  ------------  ------------  ------------
<S>                              <C>           <C>           <C>           <C>
Revenue:
  Interest income                $     8,948   $    11,201   $    19,418   $    21,901
  Other operating revenue             59,453         7,120        61,929         9,225
                                 ------------  ------------  ------------  ------------

    Total revenue                     68,401        18,321        81,347        31,126
                                 ------------  ------------  ------------  ------------

Costs and expenses:
  Operating, general and admin-
    istrative expenses                98,120         4,044       163,776         8,196
  Stock and option based com-
    pensation                          6,930             -       149,504             -
  Depreciation and amortization        1,937         2,085         3,994         4,170
  Interest expense                    35,376         7,716       104,388        15,313
  Other expense, net                  11,714         5,284        14,577         7,316
                                 ------------  ------------  ------------  ------------

    Total costs and expenses         154,077        19,129       436,239        34,995
                                 ------------  ------------  ------------  ------------

Net loss                         $   (85,676)  $      (808)  $  (354,892)  $    (3,869)
                                 ============  ============  ============  ============

Basic and dilutive net loss
  per common share               $     (0.00)  $     (0.00)  $     (0.00)  $     (0.00)
                                 ============  ============  ============  ============

Weighted average shares
  outstanding                     65,137,977    46,651,142    63,133,639    46,651,142
                                 ============  ============  ============  ============
</TABLE>

                             See accompanying notes.

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                               FIRST CAPITAL INTERNATIONAL, INC.
                   CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                            FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                          __________
                                          (UNAUDITED)

                                                                      FOREIGN       COMPRE-
                                        ADDITIONAL                   CURRENCY        HENSIVE
                               COMMON    PAID-IN     ACCUMULATED    TRANSLATION      INCOME
                                STOCK    CAPITAL       DEFICIT      ADJUSTMENT       (LOSS)
                               -------  ----------  -------------  -------------  ------------
<S>                            <C>      <C>         <C>            <C>            <C>
Balance at December 31, 1998   $55,751  $  681,746  $   (865,340)  $     (2,856)  $  (827,955)

Net loss                             -           -      (354,892)             -      (354,892)

Other comprehensive income-
  foreign currency transla-
  tion adjustment                    -           -             -            872           872
                                                                                  ------------

  Comprehensive income (loss)                                                        (354,020)
                                                                                  ------------

Common stock issued
  (9,445,000 shares)             9,445     394,198             -              -             -

Value of conversion feature
  on convertible debt                -      26,317             -              -             -
                               -------  ----------  -------------  -------------  ------------

Balance at June 30, 1999       $65,196  $1,102,261  $ (1,220,232)  $     (1,984)  $(1,181,975)
                               =======  ==========  =============  =============  ============
</TABLE>

                            See  accompanying  notes.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                   __________
                                   (UNAUDITED)

                                           SIX MONTHS ENDED JUNE 30,
                                          -----------------------------
                                                 1999       1998
                                               ---------  ---------
<S>                                           <C>         <C>
Cash flows from operating activities:         $ (56,614)  $ (7,122)
                                               ---------  ---------

Cash flows from investing activities:
  Purchase of short-term investments            (44,951)         -
                                               ---------  ---------

        Net cash used by investing
          activities                            (44,951)         -
                                               ---------  ---------

Cash flows from financing activities:
  Proceeds from sale of common stock             68,139     19,706
  Proceeds from notes payable to a
    related party and conversion feature        113,441          -
  Payments on long-term debt to a
    related party                               (38,462)         -
                                               ---------  ---------

        Net cash provided by financing
          activities                            143,118     19,706
                                               ---------  ---------

Effects of exchange rate changes on cash        (10,328)      (781)
                                               ---------  ---------

Net increase in cash and cash equivalents        31,225     11,803

Cash and cash equivalents, beginning
  of period                                      61,467     42,292
                                               ---------  ---------

Cash and cash equivalents, end of period      $  92,692   $ 54,095
                                              ==========  =========


Non-cash investing and financing activities:

  Conversion of note payable to a related
    party to common stock                      $186,000   $     -
</TABLE>

                             See accompanying notes.

                                       F-4
<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 and six-month periods
ended  June 30, 1999 and 1998 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,  1998  and  1997.  Accordingly,  the  Company's  audited financial
statements  should  be  read  in  connection  with  these  financial statements.


2.     INCOME  TAXES
       -------------

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


3.     STOCKHOLDERS'  EQUITY
       ---------------------

During  the  six months ended June 30, 1999, the Company issued shares of common
stock  and  had  other  increases  to  stockholders'  equity  as  follows:

                                       F-5
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


3.     STOCKHOLDERS'  EQUITY,  CONTINUED
       ---------------------------------

<TABLE>
<CAPTION>
                                            ADDITIONAL
                                    COMMON   PAID-IN
                                    STOCK    CAPITAL    TOTAL
                                  --------  --------  ---------
<S>                               <C>       <C>       <C>
  Common stock issued for cash    $  2,005  $ 66,134  $ 68,139

  Compensation recognized on
    common stock issued to of-
    ficers and employees at
    below market value                   -   149,504   149,504

  Common stock issued in payment
    of note payable to a related
    party                            7,440   178,560   186,000
                                  --------  --------  --------

                                  $  9,445  $394,198  $403,643
                                  ========  ========  ========
</TABLE>

4.     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.

Following  is  a  summary  of  segment  information:

<TABLE>
<CAPTION>
                            THREE MONTHS ENDED  SIX MONTHS ENDED
                                 JUNE  30,         JUNE  30,
                             ----------------  ----------------
                               1999     1998     1999     1998
                             -------  -------  -------  -------
<S>                          <C>      <C>      <C>      <C>
Net Revenue:
  United States - Corporate  $     -  $     -  $     -  $     -
  Estonia - Leasing           68,401   18,321   81,347   31,126
                             -------  -------  -------  -------

    Total net revenue        $68,401  $18,321  $81,347  $31,126
                             =======  =======  =======  =======
</TABLE>

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

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

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED       SIX MONTHS ENDED
                                     JUNE  30,               JUNE  30,
                                ------------------  --------------------------
                                   1999      1998      1999          1998
                                ----------  ------  ----------  --------------
<S>                             <C>         <C>     <C>         <C>
Income (loss) from Operations:
  United States - Corporate     $(128,328)  $   -   $(392,996)  $           -
  Estonia - Leasing                42,652    (808)     38,104          (3,869)
                                ----------  ------  ----------  --------------

    Total loss from operations  $ (85,676)  $(808)  $(354,892)  $      (3,869)
                                ==========  ======  ==========  ==============


                                                    JUNE 30,    DECEMBER 31,
                                                         1999            1998
                                                    ----------  --------------
Assets:
  United States - Corporate                         $  15,075   $           -
  Estonia - Leasing                                   326,373         335,401
                                                    ----------  --------------

    Total assets                                    $ 341,448   $     335,401
                                                    ==========  ==============
</TABLE>

                                       F-7
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

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
10QSB  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 and analysis should be read in conjunction with
the Unaudited  Consolidated  Condensed  Financial  Statements  of  First Capital
International,  Inc.  (the  "Company") as of June 30, 1999 and for the three and
six  month  periods ended June 30, 1999 and 1998, included elsewhere herein, and
with  the  Company's  Form  10SB  that  includes the Company's audited financial
statements  for  the  years  ended  December  31,  1998  and  1997 and the Notes
to Financial Statements, contained in this report as set forth beginning on page
F-1.

                                        1
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

INTRODUCTION

     In August, 1998, upon appointment of its present officers and directors and
initiation  of  the  recapitalization  involving  EIP, the Company began current
operations.  Management  has  evaluated the operations of EIP and has determined
that it does not currently make economic sense to commit additional resources to
expand  EIP's  leasing operations in Estonia.  It is management's current intent
to  grow  the Company through the continued development and commercialization of
its  Internet  based  business,  PlazaRoyal.com  in  both  the United States and
Eastern  Europe.  The  Company  will  also consider the acquisition of financial
services  or  Internet  related  businesses  in  the  same  markets.

     The Company intends to make all of the acquisitions by issuing common stock
in  exchange  for  the  acquired  businesses.  However,  the  Company  may  need
additional  capital  to  enter  into acquisitions.  In the event that capital is
needed to effectuate certain acquisitions, the Company will be required to raise
substantially  all  of the funds for such acquisitions.  The Company anticipates
that most, if not all, of any acquisitions it may make during the next 12 months
will  be  of  operating  entities  that  have  current  management  in  place.

     The  Company's  first  acquisition  occurred  in  September,  1998 when the
Company  completed  the  acquisition  of  100%  of  the  stock  of  EIP from the
stockholders  of  EIP  in  exchange  for  a  total  of  34,000,000 shares of the
Company's  common  stock.

     EIP  operates in a part of the world which could be viewed as having a high
potential  for  political,  economic  and  military  instability.  For  example,
Estonia  is near Russia.  If the political situation in Russia worsened, a spill
over  effect  into  Estonia could have adverse consequences for EIP.  Some other
nations  which  gained  independence  after  the  fall  of the Soviet Union have
experienced  instability.  If  such  instability  were  to occur in Estonia, the
Company's  business  could  be  adversely  affected.

     The  operations  of  EIP  are  conducted  in  Estonia  with  transactions
denominated  in  the local currency of Estonia, the EEK.  Therefore, the Company
has  exposure  to  foreign  currency  fluctuations  and  foreign  government
intervention  such  as  a  devaluation  of  the  local currency.  (See below for
discussion  of  Foreign  Currency  Translation  and  Inflation  Issues)

     The  Company believes that EIP's existing cash flow is adequate to fund its
existing lease portfolio.  The Company's future ability to enter into new leases
is  dependent  upon the availability of financing.  The Company's main objective
for  the  next  12  months  is  to  maintain  the  existing portfolio of leases.

                                        2
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

     The  Company  presently  believes that the development and expansion of its
e-commerce  business  website,  PlazaRoyal.com, will require additional capital.
The  Company  will seek financing for PlazaRoyal.com through the sale of debt or
equity.  In  order  to achieve these objectives, the Company will be required to
raise  additional  funds  from  the  sale of equity or debt.  The sale of equity
securities  could  dilute  the  Company's  existing  stockholders' interest, and
borrowings from third parties could result in restrictive loan terms which would
increase  the  Company's  debt  service  requirements  and  could  restrict  the
Company's  operations.  It  is  unknown at this time whether the Company will be
successful in raising capital on reasonable terms for the further development of
PlazaRoyal.com.

     During  late  1998  through  March  31,  1999,  the  Company,  in  private
transactions,  raised  approximately  $65,000  in  cash  through the sale of its
common  stock  and  options.


PLAN  OF  OPERATION

     The Company's current plan of operation involves further development of its
main  E-commerce  Portal: PlazaRoyal.com.  The Company originally developed this
portal  in March and April of 1999.  At the present time the Company is actively
in  the  process of signing on new merchants for the PlazaRoyal.com Mall.  Among
those  already  signed  are  Dell  Computers,  CBS Sport Stores, Discover Nature
Stores,  the  Sharper  Image,  Omaha  Steaks,  the Swiss Army Depot, Office Max,
Hickory  Farms  and  Amazon.com.

     Additionally,  the  Company  is  working  on  the  development  of  the new
cyberstore  concept,  which  will  allow  merchants  to operate their respective
stores on the Internet as a joint venture with our Company.  Also, we are in the
process  of  developing  a  detailed  marketing  program,  which will enable our
shopping  mall  to function in several languages in several different countries.
Various  local  Internet providers in several countries have expressed an active
interest  in  supporting  these  developments  in  Europe.


ANALYSIS  OF  FINANCIAL  CONDITION

     As  of  June  30,  1998,  the  Company has an unused amount of $19,672 on a
credit line which  was in the original amount of $300,000.  This credit line was
provided  by  United  Capital  Group,  a  major  shareholder  of  the  Company.

                                        3
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

     The  Company  is actively seeking new acquisitions in the United States and
throughout Europe and currently negotiations are underway for the acquisition of
several  E-commerce  companies  in  the United States, as well as travel related
service companies with E-commerce features.  The Company is pursuing several new
acquisition opportunities in Eastern Europe and is presently negotiating for the
acquisition  of  several Internet providers in the Baltic Region. The Company is
seeking  to  accomplish  any further acquisition on a stock exchange basis only.
This  method of acquisition will enable the Company to acquire additional assets
and  maintain  its cash flow; however, it may result in substantial dillution of
existing  stockholders.

     Further,  the  Company  is  in  the  process  of  actively developing a new
international  legal directory portal under the name of "LegalClaims.com."  This
portal  will  enable  us  to expand our E-commerce services into this new market
segment,  as  well  as, generate new revenue(s) for the Company from the sale of
memberships  to  legal  professionals,  as well as, revenue from advertising and
other  types  of  services  to  the  global  legal  community.

     The  Company currently has plans to increase the number of its employees by
hiring  a  marketing  manager  and an operations manager.  Also, the Company has
contracted  with  the  E-commerce  Solution  Company  in  order  to provide full
E-commerce  services  to  the PlazaRoyal.com portal and to LegalClaims.com.  The
Company  intends  to  finance these respective expenditures from the sale of its
securities  and  the  Company's  existing  stockholders could suffer significant
dilution  in  per share net tangible book value from such sales of securities by
the  Company.

     Since  the  Company  emerged from dormancy it has been dependent on outside
financing  from  individuals  and  related  parties  to  fund  its Internet site
development  and general corporate overhead.  The Company is now in the phase of
building markets for PlazaRoyal.com and will continue to be dependent on outside
financing  for the foreseeable future.  If the Company is unable to successfully
transition  from  site development to commercial success for PlazaRoyal.com in a
reasonable  time  frame  and/or  is  unable to acquire other commercially viable
businesses,  the  Company  may be unable to obtain adequate sources of long-term
financing  to  continue  operations.

                                        4
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

GOING  CONCERN  ISSUE

     During  the  six months ended June 30, 1999 and the year ended December 31,
1998  the  Company  has been dependent on debt and equity raised from individual
investors  and  related parties to sustain its operations.  During those periods
the  Company has incurred net losses of ($354,892) and ($827,104), respectively.
Additionally,  the  Company  had  negative cash flows from operations of $56,614
and $190,567, respectively.  These factors along with a stockholders' deficit of
$54,759  at June 30, 1999 raise substantial doubt about the Company's ability to
continue  as  a  going  concern.  The  Company's  long-term viability as a going
concern  is  dependent  upon  three  key  factors  as  follows:

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

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

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

     As  a  result  of  potential liquidity problems that the Company faces, its
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, 1998, indicating that substantial doubt exists about the Company's
ability  to  continue  as  a  going  concern.

-    Management  has  specific  plans  to  address  the  financial  situation as
     follows:

-    In  the near term the Company plans a private placement of its common stock
     to  qualified  investors  to  fund  its  current  operations.

-    In  the  intermediate  term,  the  Company  has  filed a Form 10SB and is a
     reporting company under the Securities and Exchange Act of 1934. Management
     believes  this  step will provide a market for its common stock and provide
     a means of obtaining future funds necessary to implement its business plan.

                                        5
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

-    In  the  long-term,  the  Company  believes  that  cash flows from acquired
     businesses  and  businesses  that  it  is currently developing will provide
     the resources  for  its  continued  operations.  The  Company has developed
     PlazaRoyal.com,  a virtual  mall, for  launch  on the Internet.  Management
     Believes  that  revenues  from this virtual mall, if successfully marketed,
     will  more  than  cover  overhead  at  the  corporate  level.  Acquisition
     activities and development of  the Company's Internet project resulted  in
     corporate headquarters accounting for substantially of the Company's total
     net loss in the six months ended June 30,  1999.


COMPETITION

     The  Company  believes  that  only  a  very  limited number of sites on the
Internet  offer  the  same  type  of 3-D shopping experience that PlazaRoyal.com
intends  to  offer.  The  Company  also  believes that as technology and related
Internet access speeds improve, that PlazaRoyal.com 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.  The Company has developed a normal 2-D  version  of
its  site  that  requires  less  graphic  data transfer and is better suited for
current  technology.  This  2-D  Internet  site  is  already  subject to extreme
competition and an inability by the Company to properly target its customers and
differentiate  its Internet site from the sites of  its competitors could have a
significant  adverse impact on the Company.  The Company plans to target markets
in  Eastern  Europe  that  management believes are either undeveloped or are not
adequately  served.

     The  Company believes that EIP, the Company's leasing operation in Estonia,
is  not  subject  to  severe  competition  in  the markets it serves because the
leasing  industry  is relatively new to Estonia.  However, the financial systems
in  Estonia  are  not  as  well  developed as those in the United States and the
Company  intends  to  continue  leasing operations in Estonia only to the extent
that  they  are  supported  by  EIP's  current  cash  flows  from  operations.

                                        6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

FOREIGN  CURRENCY  TRANSLATION  AND  INFLATION  ISSUES

     EIP's  functional  currency is the Estonian Kroon ("EEK") and substantially
all business conducted by EIP is conducted within Estonia.  Small changes in the
U.S.  dollar/EEK  exchange  rate  do  not  have  a  significant  impact on EIP's
financial  position  or  results  of  operations.  However,  declines in the EEK
generally reduce the value of certain of EIP's assets and cause deterioration in
the  Company's  overall  financial position.  If Estonia continues to experience
growing  inflation,  the  Company  could  be classified as a highly inflationary
economy  under  generally  accepted  accounting  principles.  Under  this
circumstance,  declines  in  the  EEK would be reflected in operations and would
negatively  impact  the  Company's financial position and results of operations.
To stabilize its currency, 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.

     Estonia  has  experienced  a  great  amount  of  political  and  economic
instability  and inflation has increased in 1999.  Accordingly, the government's
monetary  policy  could  come  under pressure.  If inflation increases, both the
outlook  for  leasing  operations and the effect of translation adjustments will
negatively  impact  the  Company's financial position and results of operations.


SIGNIFICANT  TRENDS

     During  1998  EIP entered into 37 new finance leases  as compared to 111 in
1997.  The  Company  has  entered  into  substantially  no new leases in the six
months  ended  June 30, 1999.  This trend highlights the fact that the Company's
leasing  operations  have  been  and  are  expected  to continue to be adversely
impacted  by  underdeveloped  Estonian  financial  markets  and  by  managements
decision  to  employ  substantially  all  new  capital  resources in funding the
Company's  Internet  site  development  and in building markets for its Internet
sites.  The  Company  intends to continue servicing its existing lease portfolio
but intends to enter into new leases only to the extent that such new leases are
supported  by  EIP's  cash  flows from operations.  Because  EIP has experienced
negative  cash  flows  from  operations,  the Company will fund few, if any, new
leases in 1999. The Company expects that  negative cash flows from operations at
EIP  during 1999 will meet or exceed those experienced in 1998 not only due to a
decline in leasing activity but also because the Company  intends to use the EIP
employees  to  help  in  the  development of markets for the Company's  internet
sites  and  in  fund  raising  efforts  in  Eastern  Europe.

                                        7
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  JUNE  30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998

     During  the  three  months  ended  June  30,  1999  the  Company's revenues
increased  approximately  $50,000  or 161% as compared to the three months ended
June  30,  1998.  Leasing  revenues  in  EIP  were  consistent  as  a  result of
consistently  weak  leasing  activity  in  EIP  caused by a deterioration of the
financial  markets  in  Estonia  and  related limitations on the availability of
capital  to enter into new leases. (See Significant Trends)  However, during the
three  months  ended  June 30, 1999, EIP earned approximately $50,000 in revenue
for  market  research  services  provided  to  a related entity.  These revenues
account  for  the  overall  increase.

     During  the  three  months  ended  June  30,  1999 the Company's operating,
general  and administrative costs increased by approximately $94,000 as compared
to  the  three  months  ended  June  30,  1998.  This increase was made up of an
increase  in  personnel  costs  and  in  legal and other professional fees.  The
$94,000  increase was primarily attributable to the development of the Company's
PlazaRoyal.com  internet  site  and  to  general  business  development.

     During  the  three months ended June 30, 1999 depreciation and amortization
remained  constant  as  compared  to the three months ended June 30, 1998 due to
similar  levels  of  activity  in  EIP.

     During  the  three  months  ended  June  30,  1999  stock  and option based
compensation  was  $6,930  due  to  the  sale  of  common  stock to officers and
employees  at  below  market  prices.  Such  sales  resulted  in  charges  to
compensation  expense  for the difference between the market price and the sales
price  at  the date of sale.  In the three months ended June 30, 1998 there were
no  similar  sales  of  stock  and  options.

     Interest  expense  increased from $7,716 during the three months ended June
30,  1998  to $35,376 during the three months ended June 30, 1999.  The increase
was  the  result  of  the  Company  issuing convertible debt with a below market
conversion  rate  during late 1998.  The resulting discount on the debt has been
amortized  to  interest  expense  over  the  term  of  the  debt and resulted in
substantially all of the increase in interest during the three months ended June
30,  1999.

                                        8
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

     During  the  three months ended June 30, 1999 the Company had a net loss of
($85,676)  compared  to a net loss of  ($808) in the three months ended June 30,
1998.  The  increased  net loss was attributable to the operations in the United
States,  as  the  Company's operations in Estonia produced net income of $38,104
during  the  three months ended June 30, 1999 due not to leasing operations, but
to fees for market research provided to a related company.  As described in more
detail above, the primary reasons for the increased losses were stock and option
based  compensation  charges,  increases  in  interest  expense and increases in
personnel,  legal  and  professional  fees  in  1998.


SIX  MONTHS  ENDED  JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998

     During  the six months ended June 30, 1999 the Company's revenues increased
approximately $50,000 or 161% as compared to the six months ended June 30, 1998.
Leasing revenues in EIP were consistent as a result of consistently weak leasing
activity  in  EIP  caused by a deterioration of the financial markets in Estonia
and related limitations on the availability of capital to enter into new leases.
(See  Significant  Trends)  However,  during the six months ended June 30, 1999,
EIP  earned  approximately  $50,000  in revenue for marketing research  services
provided  to a related entity.  These revenues account for the overall increase.

     During  the six months ended June 30, 1999 the Company's operating, general
and  administrative costs increased by approximately $156,000 as compared to the
six  months  ended  June  30, 1998.  This increase was made up of an increase in
personnel costs and in legal and other professional fees.  The $156,000 increase
was  primarily  attributable  to the development of the Company's PlazaRoyal.com
internet  site  and  to  general  business  development.

     During  the  six  months  ended June 30, 1999 depreciation and amortization
remained  constant  as  compared  to  the  six months ended June 30, 1998 due to
similar  levels  of  activity  in  EIP.

     During  the  six  months  ended  June  30,  1999  stock  and  option  based
compensation  was  $149,504  due  to  the  sale  of common stock to officers and
employees at below market prices and due to the issuance of options for purchase
of  common  stock with exercise  prices below the current price of the Company's
common  stock  at  the  date  of  issue.  Such  sales  resulted  in  charges  to
compensation  expense  for  the  difference  between  the  market price  and the
exercise/sales  price  at  the date of issue/sale.  In the six months ended June
30,  1998  there  were  no  similar  sales  of  stock  and  options.

                                        9
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

     Interest  expense  increased  from $15,313 during the six months ended June
30,  1998  to  $104,388 during the six months ended June 30, 1999.  The increase
was  the  result  of  the  Company  issuing convertible debt with a below market
conversion  rate  during late 1998.  The resulting discount on the debt has been
amortized  to  interest  expense  over  the  term  of  the  debt and resulted in
substantially  all  of the increase in interest during the six months ended June
30,  1999.

     During  the  six  months ended June 30, 1999 the Company had a net loss  of
($354,892)  compared to a net loss of  ($3,869) in the six months ended June 30,
1998.  The  increased  net loss was attributable to the operations in the United
States  as  the  from the Company's operations in Estonia produced net income of
$38,104  during  the  six  months  ended  June  30,  1999  due  not  to leaseing
operations,  but  to fees for market research provided to a related company.  As
described  in  more  detai l above, the primary reasons for the increased losses
were stock and option based compensation  charges, increases in interest expense
and  increases  in  personnel,  legal  and  professional  fees  in  1998.


LIQUIDITY  AND  CAPITAL  RESOURCES

     At  June  30, 1999, the Company had cash resources of approximately $93,000
and  believes  that  it  can obtain additional convertible debt from an existing
related  party  lender of approximately $200,000 to fund its current operations.
The  Company's  capital  requirements  for  operations  currently  average
approximately  $150,000  per  quarter  and  management  does  not  expect  cash
requirements for operations to improve until at least the first quarter of 2000.
Accordingly,  the  Company  will  require approximately a total of $300,000 from
outside  sources  to  fund  its  remaining  1999  operations.

     The  Company  does  not  currently  have  any  commitments  for  capital
expenditures  in  EIP.  As discussed under Significant Trends above, the Company
intends  to continue servicing its existing lease portfolio but intends to enter
into  new leases only to the extent that such leases are supported by EIP's cash
flows  from operations.  Those cash flows are not expected to allow the addition
of  new  leases  in  1999.

     The  Company  expects  to  be  able  to  raise  sufficient capital for 1999
operations  but raising the capital may cause dilution in per share net tangible
book  value  to  existing  shareholders.  The  Company  will  ultimately need to
produce positive cash flows from operations to meet its long-term capital needs.
(See  Going  Concern  Issue  above.)

                                       10
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
          FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999

IMPACT  OF  THE  YEAR  2000  ISSUE

     The  Year  2000  issue is the result of computer programs and hardware with
embedded  date  technology using two digits to define the applicable year rather
than  four.  Any  programs or hardware that are      time sensitive and have not
been determined to be Year 2000 compliant may recognize a date using "00" as the
year  1900  rather than the year 2000.  Such improper date recognition could, in
turn,  result in erroneous processing of data, or, in extreme situations, system
failure.

     The Company is currently implementing a Year 2000 program which encompasses
performing  an  inventory  of  information  technology  and  non-information
technology  systems,  assessing the potential problem areas, testing the systems
for Year 2000 readiness, and modifying systems that are not Year 2000 compliant.

     To date, inventory and assessment are in progress for all core systems that
are  essential  for  business  operations.  The Company believes all of its core
systems  are Year 2000 compliant.  Because many of the Company's systems are new
and  designed to be year 2000 compliant, the Company's management estimates that
the  work  they  have completed represents more than seventy-five percent of the
work  involved  preparing  the  Company's  systems  for  the  Year  2000.

     Although  the  Company  expects to be ready to continue business activities
without  interruption  by a Year 2000 problem, Company management recognizes the
general  uncertainty  inherent  in  the Year  2000 issue, in part because of the
uncertainty  about  the  Year  2000  readiness of third parties, particularly in
Estonia  and  other  Eastern  European countries.  Under a "worst case Year 2000
scenario",  it  may be necessary for the Company to temporarily interrupt normal
business  activities  or  operations and to seek outside financing for cash flow
problems  brought  on  by  customer payment problems.  The Company believes that
such  circumstances  could result in a material adverse impact to its operations
and  in  its  current financial position, threaten its continued existence.  The
Company  has  begun, but not yet completed, development of a contingency plan to
deal  with the most likely worst case Year 2000 scenario".  The contingency plan
is  expected  to  be  completed  during  the  fourth  quarter  of  1999.

     Based  on  a  current assessment, the Company's total cost of becoming Year
2000  compliant  is  not  expected  to be significant to its financial position,
results  of  operations  or cash flows and is estimated to be less than $10,000.

                                       11
<PAGE>
PART  II  -  OTHER  INFORMATION
-------------------------------

     ITEM  2.  CHANGES  IN  SECURITIES

     From  April,  1999  through June, 1999, the Company sold a total of 175,000
shares  of  its  common  stock at prices ranging from $.05 per share to $.25 per
share  to  six  persons for a total consideration of $26,000. These transactions
were effectuated by the company upon reliance upon exemptions from  registration
under the Securities Act of 1933  as  amended (the 'Act") as provided in section
4(2)  thereof.  The  certificates  issued  for  these  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  the
transactions.  The  transactions  did  not  involve  a  public  offering.  The
Company  believes  that  each  of  the persons had  knowledge  and experience in
financial and business matters  which  allow them  to  evaluate  the merits  and
risks  of  these  securities  of  the  Company.

                                       12
<PAGE>
     ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

          (A)  EXHIBITS

               EXHIBIT  NO.  27  -  FINANCIAL  DATA  SCHEDULE

          (B)  REPORTS  ON  FORM  8-K

               NONE

                                       13
<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:  August 24, 1999                By  /s/  Alex  Genin
      ----------------                ----------------------------------
                                               Alex  Genin
                                               Chief Executive Officer



Date:  August 24, 1999                By  /s/  Joselito H. Sangel
      ----------------                ----------------------------------
                                               Joselito H. Sangel
                                               Vice President of Finance


                                       14
<PAGE>