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, 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 AUGUST 10, 2001, THERE WERE  78,801,412 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

   Item  6.  Exhibits  and  Reports  on Form 8-K


SIGNATURES


PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS


<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________



                   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED June 30, 2001 AND 2000
                                   (UNAUDITED)


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

                                                                         PAGE(S)
                                                                         -------

Unaudited  Consolidated  Condensed  Financial
  Statements:

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

  Unaudited  Consolidated  Condensed  Statement
    of  Operations  for  the  six  months  ended
    June 30,  2001  and  2000                                            F-4

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

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

Selected  Notes  to  Unaudited  Consolidated
  Condensed  Financial  Statements                                       F-7


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

                                                        JUNE 30,         DECEMBER 31,
                                                          2001               2000
     ASSETS                                            (UNAUDITED)          (NOTE)
     ------                                          ---------------  -------------------
<S>                                                  <C>              <C>
Current assets:
  Cash and cash equivalents                          $       82,272   $          179,915
  Accounts receivable, net                                   66,823               70,503
  Inventory                                                  97,427              157,282
  Prepaid expenses and other                                 13,167                6,696
                                                     ---------------  -------------------

    Total current assets                                    259,689              414,396

Cost in excess of net assets of
  acquired businesses, net                                  274,244              351,436

Furniture and equipment, net                                196,257              122,217
                                                     ---------------  -------------------

      Total assets                                   $      730,190   $          888,049
                                                     ===============  ===================


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

Current liabilities:
  Note payable                                       $       36,666   $            5,151
  Accounts payable and accrued liabilities                  182,144               97,549
                                                     ---------------  -------------------

    Total current liabilities                               218,810              102,700

Long-term debt                                               13,200               12,500

Minority interest                                             6,585                    -

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000
    shares authorized; 78,801,412 and 76,251,412
    shares issued and outstanding at June 30, 2001
    and December 31, 2000, respectively                      78,801               76,251
  Additional paid-in capital                              4,183,751            3,956,301
  Unissued common stock                                      37,865              150,365
  Accumulated deficit                                    (3,817,486)          (3,408,292)
  Accumulated other comprehensive income (loss)               8,664               (1,776)
                                                     ---------------  -------------------

      Total stockholders' equity                            491,595              772,849
                                                     ---------------  -------------------

        Total liabilities and stockholders'
          equity                                     $      730,190   $          888,049
                                                     ===============  ===================
</TABLE>
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.

                             See accompanying notes.


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


                                           THREE MONTHS ENDED           SIX MONTHS ENDED
                                                JUNE 30,                    JUNE 30,
                                       --------------------------  --------------------------
                                           2001          2000          2001          2000
                                       ------------  ------------  ------------  ------------
<S>                                    <C>           <C>           <C>           <C>
Revenue:
  Travel transactions                  $    22,051   $    42,696   $    62,487   $    42,696
  Internet service fees                    115,734        99,312       236,208        99,312
  Merchandise sales                         29,028        15,855       133,981        31,815
                                       ------------  ------------  ------------  ------------

    Total revenue                          166,813       157,863       432,676       173,823
                                       ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of merchandise sold                  17,102        11,782        77,644        18,169
  Cost of providing internet
    services                                     -        76,245             -        76,245
  Cost of traveling transactions                 -         7,489             -         7,489
  Supplies and materials                    68,789             -       141,977             -
  Stock and option based compensa-
    tion                                         -         8,000             -        18,000
  Operating and general expenses           315,102       225,459       579,600       367,543
  Amortization of cost in excess
    of net assets of businesses
    acquired                                 4,598             -         9,517             -
  Depreciation expense                      19,900             -        38,228             -
                                       ------------  ------------  ------------  ------------

    Total costs and expenses               425,491       328,975       846,966       487,446
                                       ------------  ------------  ------------  ------------

Loss from operations                      (258,678)     (171,112)     (414,290)     (313,623)
                                       ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                              651             -         1,709             -
  Other income (expense)                       465         6,999           104         7,681
  Interest expense                          (1,292)         (184)       (1,832)         (184)
                                       ------------  ------------  ------------  ------------

    Other income (expense), net               (176)        6,815           (19)        7,497
                                       ------------  ------------  ------------  ------------

      Loss from continuing opera-
        tions before minority
        interest                          (258,854)     (164,297)     (414,309)     (306,126)
                                       ------------  ------------  ------------  ------------

Minority interest                            1,053             -         5,115          -  _
                                       ------------  ------------  ------------  ------------

        Loss from continuing
          operations                      (257,801)     (164,297)     (409,194)     (306,126)
                                       ------------  ------------  ------------  ------------

Discontinued operations:
  Loss from operation of discon-
    tinued business segment                      -       (18,566)            -       (26,548)
  Gain on disposal of discontinued
    leasing division, including pro-
    vision of $2,000 for losses
    during the phase-out period                  -        38,837             -        38,837
                                       ------------  ------------  ------------  ------------

      Income (loss) from discon-
        tinued operations                        -        20,271             -        12,289
                                       ------------  ------------  ------------  ------------

Net loss                               $  (257,801)  $  (144,026)  $  (409,194)  $  (293,837)
                                       ============  ============  ============  ============

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
                                       ------------  ------------  ------------  ------------

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

Weighted average shares outstanding     77,941,192    73,091,142    77,213,667    71,991,742
                                       ============  ============  ============  ============
</TABLE>

                             See accompanying notes


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                             FIRST CAPITAL INTERNATIONAL, INC.
                             UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                           FOR THE SIX MONTHS ENDED JUNE 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                               -        -            -          -       (409,194)               -         (409,194)

Other comprehensive income-
  foreign currency transla-
  tion adjustment                      -        -            -          -              -           10,440           10,440
                                                                                                            ---------------

Comprehensive income                                                                                              (398,754)
                                                                                                            ---------------

Common stock issued for cash   2,390,000    2,390      143,210          -              -                -          145,600

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

Common stock issued for
  services                        40,000       40        5,050          -              -                -            5,090

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

Stock options issued for
  services                             -        -       44,000          -              -                -           44,000

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

Balance at March 31, 2000     78,801,412  $78,801  $ 4,183,751  $  37,865   $ (3,817,486)  $        8,664   $      491,595
                              ==========  =======  ===========  ==========  =============  ===============  ===============
</TABLE>

                             See accompanying notes.


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


                                             SIX  MONTHS  ENDED
                                                 JUNE  30,
                                           ----------------------
                                              2001        2000
                                           ----------  ----------
(RESTATED)
<S>                                        <C>         <C>
Cash flows from operating activities       $(198,637)  $(302,357)
                                           ----------  ----------

Cash flows from investing activities:
  Acquisition of equipment                   (57,905)          -
  Acquisition of TGK-Link AS                 (10,275)          -
  Acquisition of Mediafon                     (7,281)          -
  Acquisition of Mainor Anet AS                    -     (25,000)
                                           ----------  ----------

    Net cash required by investing
      activities                             (75,461)    (25,000)
                                           ----------  ----------

Cash flows from financing activities:
  Proceeds from sale of common stock         145,600     505,000
  Proceeds from notes payable and long-
    term debt                                 33,215           -
  Payments on notes payable and long-
    term debt                                 (1,000)          -
  Proceeds from notes payable to a
    related party                                  -      11,373
                                           ----------  ----------

    Net cash provided by financing
      activities                             177,815     516,373
                                           ----------  ----------

Effects of exchange rate changes on cash      (1,360)          -
                                           ----------  ----------

Net increase (decrease) in cash and cash
  equivalents                                (97,643)    189,016

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

Cash and cash equivalents, end of period   $  82,272   $ 256,209
                                           ==========  ==========
</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 six month periods ended June 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.


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

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

     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 six months ended
     June  30,  2001:

                                                             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    10,275
     Market value of common stock
       issued or issuable                                            -    20,310
                                                             ---------  --------

     Liabilities assumed and
       minority interest                                     $  36,997  $ 43,055
                                                             =========  ========

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.


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

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.

     Following  is  a  summary  of  segment  information:

<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED       SIX MONTHS ENDED
                                ----------------------  ----------------------
                                       JUNE 30,                JUNE 30,
                                   2001        2000        2001        2000
                                ----------------------  ----------------------
<S>                             <C>         <C>         <C>         <C>
Net Revenue:
  United States-corporate       $  29,193   $  15,855   $ 135,321   $  31,815
  United States-travel
    services                       22,051      42,696      62,487      42,696
  Estonia-internet service         28,902      99,312      65,863      99,312
  Estonia-telecommunications
    and contract software
    development                    79,652           -     161,990           -
  Lithuania-telecommunications      7,015           -       7,015           -
                                ----------  ----------  ----------  ----------

    Total net revenue           $ 166,813   $ 157,863   $ 432,676   $ 173,823
                                ==========  ==========  ==========  ==========


Income (loss) from operations:
  United States-corporate       $(185,369)  $(146,433)  $(301,748)  $(288,944)
  United States-travel
    services                      (21,433)    (12,770)    (14,981)    (12,770)
  Estonia-internet service        (36,820)    (11,909)    (69,607)    (11,909)
  Estonia-telecommunications
    and contract software
    development                   (16,111)          -     (29,009)          -
  Lithuania-telecommunications      1,055           -       1,055           -
                                ----------  ----------  ----------  ----------

    Total loss from operations  $ 258,678   $ 171,112   $ 414,290   $ 313,623
                                ==========  ==========  ==========  ==========
</TABLE>


                                    Continued
                                       F-9
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
    NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
                                   __________

4.   SEGMENT  AND  GEOGRAPHIC  INFORMATION  (CONTINUED)
     --------------------------------------------------

<TABLE>
<CAPTION>
                                   JUNE 30,    DECEMBER 31,
                                     2001          2000
                                   ---------  -------------
<S>                                <C>        <C>
Assets:
  United States-corporate          $ 144,435  $     297,772
  United States-travel services       10,340        140,942
  Estonia-internet service           180,253        196,509
  Estonia-telecommunications and
    contract software development    345,867        252,826
  Lithuania-telecommunications        49,295           -  _
                                   ---------  -------------

    Total assets                   $ 730,190  $     888,049
                                   =========  =============
</TABLE>


                                      F-10
<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
telecommunication, technology 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.

     We are currently working on establishing VoIP and wireless Internet service
applications  in  the Baltic Region.  We are currently working being an Internet
Service  Provider  ("ISP") to cable TV subscribers in Estonia.  This will enable
us  to  expand  ISP  and  VoIP  services  in  Estonia.  We plan to use a similar
business  model  to  exploit  markets  in  Eastern  and  Central  Europe.

     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>
     We  are developing contacts and exploring possibilities of expansion of our
business  to  Russia  and  Ukraine  thru  possible  acquisitions  in  the  new
technologies  and  communications sectors in these countries. This will open for
us an opportunity to step into very large markets of Russia (population over 150
million  people)  and  Ukraine  (population  over  50  million  people).

     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  (code name
"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  produced  several  demo models and
currently  working  on  marketing  alliances.

     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  developing  bids for several
projects and are in the process of making proposals to various retail customers.
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.

     www.FlamingoTravel.net.  In  April  2000, we also acquired Flamingo Travel,
Inc.,  an  existing  U.S.  travel  agency  with  online  operations  at
www.flamingotravel.net.  This  acquisition  will  allow  us  to  enter  into the
lucrative e-travel business and will provide increased exposure of our web sites
to  travel  consumers  in  various  regions  throughout  the  world.

     www.MDGshop.com.  We are actively pursuing brand recognition of merchandise
offered  at  this  site. At present, the site generates gross sales of $6,000 to
$12,000  per  month  without related increases in our advertising costs. We have
completed  the selection of vendors to supply our site 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 showings with
certain  major  retail chains to promote our luxury goods and will be attempting
to negotiate formal agreements to sell "Marchese di Genin" branded items through
these  major  retail  chains.

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

     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.  We plan to use Andevis to
develop  our own Baltic Region capabilities, as a solutions provider in the U.S.
and  to support our internal telecommunications operations in the Baltic Region.

     Our  major  efforts  during  the  first  half of the year 2001 have been to
establish  Voice over IP ("VoIP") telecommunications services in Eastern Europe.
We  intend to sell off our Internet web sites as we focus on the Baltic, Eastern
and  Central  European  telecommunications  and  data  transmission  market.

     We  have arrangements with two cable TV operators in Eastern Europe whereby
we will provide them with Internet service for their subscribers as well as VoIP
long  distance  service.  The total number of subscribers for these companies is
approximately  30,000  homes.


<PAGE>
     In  February  2001,  TGK-LINK  signed an Agreement with a leading U.S. VoIP
company,  I-BASIS,  to  provide  hardware and full logistic support for the VoIP
Service  beyond  Estonia.

     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.

     Our  current  business  model is to start or acquire telecommunications and
data  transmission  businesses  in  the Baltic Region and in Eastern and Central
Europe.

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 $409,194 and $293,837 during the six months ended June
30,  2001  and 2000, respectively. We had negative cash flows from operations of
$198,637 and $302,357 during the six months ended June 30, 2001 and 2000. During
the  six  months of 2001, we incurred net losses of $409,194, and had a negative
cash  flow  from  operations  of  $198,637.  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.

     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.


<PAGE>
Recurring  losses  have  resulted  in  an  accumulative deficit of $3,408,292 at
December  31, 2000, and $3,817,486 at June 30, 2001. Revenues for the six months
ended  June  30, 2001 were $432,676 compared to revenues of $173,823 for the six
months  ended  June  30,  2000.  Our  revenue  increase  is  a  direct result of
acquisitions  and  our efforts to refocus our business in the 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 six
months  ended June 30, 2001 and 2000 were attributable primarily to our Internet
activities  and  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 73% and 93% of our total net loss in
the  six  months  ended  June  30,  2001  and  2000,  respectively.

COMPETITION

     Through  the  capabilities  of  our  subsidiaries, TGK-Link, Anet Eesti and
Mediafon, we can 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  SIX MONTHS ENDED JUNE 30, 2001 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2000

     During  the  six  months  ended June 30, 2001, our revenues from continuing
operations  were  $432,676 as compared to $173,823 for the six months ended June
30,  2000.  The  increase  was  a  result  of our acquisitions of AS Andevis, AS
TGK-Link,  and  Mediafon  combined with merchandise sales on our www.MDGshop.com
web  site.

     During  the  six months ended June 30, 2001, operating and general expenses
increased  by  $212,057  or  57.70% as compared to the six months ended June 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
Andevis,  AS  TGK-Link,  and  Mediafon.

     Depreciation  expense  and amortization of goodwill were $47,745 in the six
months  ended  June  30, 2001 as compared to $0 in the six months ended June 30,
2000, and the increase is directly related to three businesses we acquired since
June  30, 2001. Each business had equipment and each acquisition included a cost
that  was  in  excess  of  the  net  assets  acquired.

     During the six months ended June 30, 2001, we had a net loss of $409,194 as
compared  to a net loss of $293,837 in the six months ended June 30, 2000. Since
June 30, 2000 we reduced stock and option based compensation charges, eliminated
a high interest rate debt, sold one subsidiary and acquired three new businesses
in  the  United  States and Eastern Europe. All these factors contributed to the
results  of  operations. Our losses during both quarters are attributable to our
operations  in  the  United  States  and  Eastern  Europe.

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

     During  the  three months ended June 30, 2001, our revenues from continuing
operations were $166,813 as compared to $157,863 for the three months ended June
30,  2000.

     During the three months ended June 30, 2001, operating and general expenses
increased  by  $89,643  or 39.76% as compared to the three months ended June 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
Andevis,  AS  TGK-Link,  and  Mediafon.

     Depreciation  expense  and  amortization  of  goodwill  were $24,498 in the
three  months  ended  June  30,  2001  as  compared  to  $0  in the three months
ended  June  30, 2000.  This increase is directly related to three businesses we
acquired  since  June 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 June 30, 2001, we had a net loss of $257,801
as  compared  to a net loss of $144,026 in the three months ended June 30, 2000.
Since  June  30,  2000  we  reduced stock and option based compensation charges,
eliminated a high interest rate debt, sold one subsidiary and acquired three new
businesses  in  Eastern  Europe. All these factors contributed to the results of
operations.  Our  losses during both quarters are attributable to our operations
in  the  United  States  and  Eastern  Europe.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June  30,  2001, we had cash resources of $82,272. We estimate that
during  six  months  ending  December  31,  2001,  our cash requirements will be
approximately  $300,000,  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 six months ending December 31, 2001, if funds are available: $100,000
for  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 six months ended June 30, 2001, we raised $145,000 in cash from
the  sale  of  our  securities.

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

FOREIGN  CURRENCY  TRANSLATION  AND  INFLATION  ISSUES

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

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


<PAGE>
     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.


                           PART  II  -  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During  the  three  months  ended June 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 June 30, 2001, we issued 2,080,000 shares of our
common  stock,  20,000  as  a  part  of  our acquisition agreement with Flamingo
Travel,  30,000  as  a  bonus  to employees and 2,030,000 to investors for cash.
These  sales  resulted  in  charges  to  compensation expense for the difference
between  the  sales  price  and the market price at the date of sale. No options
granted  during  this  quarter.

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

During  the  three  months  ended  June 30, 2001, we granted options to purchase
up  to  550,000  shares  of  common  stock to our employees and directors. These
options  are immediately exercisable at an exercise price of $0.08 per share and
expire  April  16,  2004.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

     NONE.


(B)  REPORTS  ON  FORM  8-K

     NONE.

                                   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 10, 2001             By:  /s/  Alex Genin
                                        ------------------------------
                                        Alex Genin
                                        Chief  Executive  Officer,
                                        Acting Chief Financial Officer


<PAGE>