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, 2002

  [ ]   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  14,  2002, THERE WERE 88,977,702 SHARES OF COMMON STOCK
OUTSTANDING.

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



<PAGE>
                               TABLE  OF  CONTENTS

PART I  -  FINANCIAL INFORMATION

     Item 1.  CONSOLIDATED  FINANCIAL  STATEMENTS

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

PART II -  OTHER INFORMATION

     Item 2.  Changes  in  Securities

SIGNATURES



<PAGE>
PART I  -  FINANCIAL INFORMATION
Item 1.  CONSOLIDATED FINANCIAL STATEMENTS




                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________




              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001



                                      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, 2002
       and December 31, 2001                                               F-3

     Unaudited Consolidated Condensed Statement of Operations
       for the three months and six months ended June 30, 2002
       and 2001                                                            F-4

     Unaudited Consolidated Condensed Statement of Stockholders'
       Equity for the six months ended June 30, 2002                       F-5

     Unaudited Consolidated Condensed Statement of Cash Flows
       for the six months ended June 30, 2002 and 2001                     F-6

  Notes to Unaudited Consolidated Condensed Financial Statements           F-7


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                   FIRST CAPITAL INTERNATIONAL, INC.
                             UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                                  JUNE 30, 2002 AND DECEMBER 31, 2001
                                               __________

                                                                              JUNE 30,   DECEMBER 31,
                                                                                2002         2001
     ASSETS                                                                 (UNAUDITED)     (NOTE)
     ------                                                                ------------  ------------
<S>                                                                        <C>           <C>
Current assets:
  Cash and cash equivalents                                                $    13,404   $    32,556
  Accounts receivable, net                                                     166,484       124,469
  Inventory                                                                    121,990        69,494
  Prepaid expenses and other                                                    25,381        24,400
                                                                           ------------  ------------

    Total current assets                                                       327,259       250,919

Goodwill, net                                                                        -       278,212

Property and equipment, net                                                    126,752       120,701
                                                                           ------------  ------------

      Total assets                                                         $   454,011   $   649,832
                                                                           ============  ============


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

Current liabilities:
  Notes payable                                                            $     9,443   $    25,172
  Accounts payable and accrued liabilities                                     216,103       193,200
                                                                           ------------  ------------

    Total current liabilities                                                  225,546       218,372

Deferred income taxes                                                            4,611         4,611

Minority interest                                                               34,320        30,917

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 87,977,202 and 86,963,412 shares issued
    and outstanding at June 30, 2002 and December 31, 2001,
    respectively                                                                87,977        86,963
  Additional paid-in capital                                                 6,334,506     6,157,499
  Unissued common stock                                                        280,000        37,865
  Accumulated deficit                                                       (6,518,444)   (5,885,029)
  Accumulated other comprehensive income (loss)                                  5,495        (1,366)
                                                                           ------------  ------------

      Total stockholders' equity                                               189,534       395,932
                                                                           ------------  ------------

        Total liabilities and stockholders' equity                         $   454,011   $   649,832
                                                                           ============  ============
</TABLE>

Note:  The consolidated balance sheet at December 31, 2001 has been derived from
the  audited  financial  statements at that date but does not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.

              The accompanying notes are an integral part of these
              unaudited consolidated condensed financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                              FIRST CAPITAL INTERNATIONAL, INC.
                  UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                         __________


                                           THREE MONTHS ENDED         SIX MONTHS ENDED
                                                 JUNE 30,                 JUNE 30,
                                      --------------------------  --------------------------
                                          2002          2001          2002        2001  _
                                      ------------  ------------  ------------  ------------
<S>                                   <C>           <C>           <C>           <C>
Revenue:
  Service revenue                     $   275,034   $   115,734   $   467,274   $   236,208
  Internet merchandise sales               15,153        29,028        52,365       133,981
  System sales                             41,020             -        41,020             -
                                      ------------  ------------  ------------  ------------

    Total revenue                         331,207       144,762       560,659       370,189
                                      ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of providing services               99,932        68,789       226,240       141,977
  Cost of merchandise sold                 17,153        17,102        32,563        77,644
  Operating and general expenses          253,943       271,000       526,616       501,514
  Stock and option based compensa-
    tion                                   11,713             -       104,466             -
  Amortization of goodwill                      -         4,598             -         9,517
  Depreciation expense                     21,149        19,900        42,893        38,228
                                      ------------  ------------  ------------  ------------

    Total costs and expenses              403,890       381,389       932,778       768,880
                                      ------------  ------------  ------------  ------------

Loss from operations                      (72,683)     (236,627)     (372,119)     (398,691)
                                      ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                             721           651         1,147         1,709
  Other income (expense)                   55,849           465       (12,839)          104
  Interest expense                         (4,516)       (1,292)       (5,854)       (1,832)
  Provision for impairment of
    goodwill                                    -             -      (240,347)            -
                                      ------------  ------------  ------------  ------------

    Other income (expense), net            52,054          (176)     (257,893)          (19)
                                      ------------  ------------  ------------  ------------

Loss from continuing operations
  before income taxes and minority
  interest                                (20,629)     (236,803)     (630,012)     (398,710)

Provision for income tax                   (4,611)            -             -             -
                                      ------------  ------------  ------------  ------------

Loss from continuing operations
  before minority interest                (25,240)     (236,803)     (630,012)     (398,710)

Minority interest                          (5,348)        1,053        (3,403)        5,115
                                      ------------  ------------  ------------  ------------

  Loss from continuing operations         (30,588)     (235,750)     (633,415)     (393,595)
                                      ------------  ------------  ------------  ------------

Discontinued operations:
  Loss from operation of discon-
    tinued business segment                     -       (22,051)            -       (15,599)
                                      ------------  ------------  ------------  ------------

    Loss from discontinued
        operations                              -       (22,051)            -       (15,599)
                                      ------------  ------------  ------------  ------------

Net loss                              $   (30,588)  $  (257,801)  $  (633,415)  $  (409,194)
                                      ============  ============  ============  ============

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

    Net loss                          $     (0.00)  $     (0.00)  $     (0.01)  $     (0.01)
                                      ============  ============  ============  ============

Weighted average shares outstanding    87,477,125    77,941,192    87,366,117    77,213,667
                                      ============  ============  ============  ============
</TABLE>

              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                          FIRST CAPITAL INTERNATIONAL, INC.
                          UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                        FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                                      __________


                                                                                               ACCUMULATED
                                                                                               OTHER COMP-   TOTAL
                                                            ADDITIONAL   UNISSUED               REHENSIVE    STOCK-
                                          COMMON STOCK       PAID-IN      COMMON   ACCUMULATED    INCOME    HOLDERS'
                                        SHARES     AMOUNT    CAPITAL      STOCK      DEFICIT      (LOSS)     EQUITY
                                      -----------  -------  ----------  ---------  ------------  --------  ----------
<S>                                   <C>          <C>      <C>         <C>        <C>           <C>       <C>
Balance at December 31, 2001          86,963,412   $86,963  $6,157,499  $ 37,865   $(5,885,029)  $(1,366)  $ 395,932

Net loss                                       -         -           -         -      (633,415)        -    (633,415)

Other comprehensive income-foreign
  currency translation                         -         -           -         -             -     6,861       6,861
                                                                                                           ----------

  Comprehensive loss                                                                                        (626,554)
                                                                                                           ----------

Common stock issued for cash             886,871       887      47,993         -             -         -      48,880

Common stock issued to officers and
  employees as compensation              116,919       117      67,647         -             -         -      67,764

Common stock issued to vendors for
  services performed                      10,000        10       1,190         -             -         -       1,200

Compensatory stock options issued
  to officers and employees                    -         -      56,237         -             -         -      56,237

Compensatory stock options issued
  to vendors and other third parties           -         -       3,940         -             -         -       3,940

Adjustment of the purchase price of
  businesses previously acquired               -         -           -   (37,865)            -         -     (37,865)

Preferred stock sold but not yet
  issued                                       -         -           -   280,000             -         -     280,000
                                      -----------  -------  ----------  ---------  ------------  --------  ----------

Balance at June 30, 2002              87,977,202   $87,977  $6,334,506  $280,000   $(6,518,444)  $ 5,495   $ 189,534
                                      ===========  =======  ==========  =========  ============  ========  ==========
</TABLE>

              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   __________


                                                     JUNE 30,    JUNE 30,
                                                       2002        2001
                                                    ----------  ----------
<S>                                                 <C>         <C>
Cash flows from operating activities                $(326,920)  $(198,637)
                                                    ----------  ----------

Cash flows from investing activities:
  Acquisition of furniture and equipment               (5,383)    (57,905)
  Acquisition of TGK-Link AS                                -     (10,275)
  Acquisition of Mediafon                                   -      (7,281)
                                                    ----------  ----------

    Net cash required by investing activities          (5,383)    (75,461)
                                                    ----------  ----------

Cash flows from financing activities:
  Proceeds from sale of common and preferred stock    328,880     145,600
  Proceeds from notes payable                             848      33,215
  Payments on notes payable                           (16,577)     (1,000)
                                                    ----------  ----------

    Net cash provided by financing activities         313,151     177,815
                                                    ----------  ----------

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

Net decrease in cash and cash equivalents             (19,152)    (97,643)

Cash and cash equivalents, beginning of period         32,556     179,915
                                                    ----------  ----------

Cash and cash equivalents, end of period            $  13,404   $  82,272
                                                    ==========  ==========
</TABLE>

              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


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


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

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial information and with the instructions to Form 10-QSB and
     Article  10  of Regulation S-B. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  three month and six month periods ended June 30, 2002 and 2001 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,  2001 and 2000. 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.   GOING  CONCERN  CONSIDERATION
     -----------------------------

     Since  the  Company  began  operations,  it  has been dependent on debt and
     equity  raised from individual investors and related parties to sustain its
     operations.  During the years ended December 31, 2001 and 2000, the Company
     incurred  net  losses of $(2,476,737) and $(587,475), respectively, and had
     negative  cash  flows  from  operations  of $(530,773) and $(605,374). Such
     losses  and  negative  cash flows from operations have continued during the
     six months ended June 30, 2002. These factors raise substantial doubt about
     the  Company's  ability  to  continue  as  a  going  concern.

     Management  has specific plans to address the Company's financial situation
     as  follows:

     -    In  the near term Management plans private placements of the Company's
          common  stock  to  qualified  investors  to  fund  its  operations.

     -    In  the  long-term,  Management believes that cash flows from acquired
          businesses  and  from  home  automation  products  that the Company is
          currently  developing  will  provide  the  resources for its continued
          operations.

     There  can  be no assurance that the Company's planned private placement of
     equity  securities  will  be  successful  or that the Company will have the
     ability to implement its business plan and ultimately attain profitability.
     The  Company's  long-term  viability  as  a going concern is dependent upon
     three  key  factors,  as  follows:

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

                                    Continued


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


3.   GOING CONCERN CONSIDERATIONS, CONTINUED
     ---------------------------------------


     -    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.

4.   GOODWILL
     --------

     During  the  six  months  ended  June  30,  2002,  based  on  decisions  to
     concentrate  the Company's efforts on home automation systems, all goodwill
     related  to  Estonian and Lithuanian subsidiaries was written off resulting
     in  a  $240,347  provision  for  impairment  of  goodwill  (See  Note  6).


5.   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  home  automation  and
     telecommunications/data  transmission  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,
                                    2002      2001      2002    2001  _
                                  --------  --------  --------  --------
<S>                               <C>       <C>       <C>       <C>

Net Revenue:
    United States-corporate,
      internet commerce and home
      automation systems          $ 52,673  $ 29,193  $ 93,770  $135,321
    Estonia-internet service        91,518    28,902   128,446    65,863
    Estonia-telecommunications
      and contract software
      development                  112,485    79,652   214,153   161,990
    Lithuania-telecommunications    74,531     7,015   124,290     7,015
                                  --------  --------  --------  --------

      Total net revenue           $331,207  $144,762  $560,659  $370,189
                                  ========  ========  ========  ========
</TABLE>

                                    Continued


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


5.   SEGMENT  AND  GEOGRAPHIC  INFORMATION,  CONTINUED
     -------------------------------------------------
<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED     SIX MONTHS ENDED
                                     ----------------------  ----------------------
                                            JUNE  30,               JUNE  30,
                                        2002        2001        2002        2001
                                     ----------  ----------  ----------  ----------
<S>                                  <C>         <C>         <C>         <C>
     Income (loss) from operations:
       United States-corporate,
         internet commerce and home
         automation systems          $(202,058)  $(184,751)  $(428,074)  $(301,130)
       Estonia-internet service        107,515     (36,820)     30,885     (69,607)
       Estonia-telecommunications
         and contract software
         development                    (1,263)    (16,111)       (688)    (29,009)
       Lithuania-telecommunications     23,123       1,055      25,758       1,055
                                     ----------  ----------  ----------  ----------

         Total loss from operations  $ (72,683)  $(236,627)  $(372,119)  $(398,691)
                                     ==========  ==========  ==========  ==========
</TABLE>
<TABLE>
<CAPTION>
                                                    JUNE 30,   DECEMBER 31,
                                                      2002        2001
                                                   ---------  -------------
<S>                                                <C>        <C>
     Assets:
       United States-corporate, internet commerce
         and home automation systems               $ 142,093  $      87,676
       Estonia-internet service                       61,236        215,361
       Estonia-telecommunications and contract
         software development                        145,923        247,071
       Lithuania-telecommunications                  104,759         99,724
                                                   ---------  -------------

         Total assets                              $ 454,011  $     649,832
                                                   =========  =============
</TABLE>

6.   DISCONTINUED  OPERATIONS
     ------------------------

     Subsequent  to  June  30,  2002,  the  Company sold certain subsidiaries in
     Estonia  and  Lithuania  and  made  the  decision  to  completely  exit the
     telecommunications and internet service provider businesses. These business
     segments  will  be  presented as discontinued operations during the quarter
     ended  September  30,  2002.


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

FORWARD-LOOKING  STATEMENT  AND  INFORMATION

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

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

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


INTRODUCTION

     It  is  our current intent to grow through the continued development of our
Home  Automation  technology.

     On  June  30,  2002,  we  had  four subsidiaries in Europe: Andevis AS - an
Estonian Internet solutions company (98.8% acquired in July 2000); Anet Eesti AS
- an Estonian Internet provider (fully acquired in April 2000); UAB Mediafon - a
Lithuanian  mobile  telephone  service  marketing  company (51% acquired in June
2001);  and  TGK-Link  AS - an Estonian Voice-over-IP company (fully acquired in
July  2001).

     In  August  2002,  we  sold  Andevis  AS,  Anet Eesti AS and decided not to
exercise  option  to  make payments to UAB Mediafon in order to maintain our 51%
ownership  of  the  company.  Sale of subsidiaries allows us to divest ourselves
from  the telecommunications business and we are actively looking for buyers for
our  remaining  assets  in  Estonia.

     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.

     We  have  entered  into  a  "smart  house"  technology  market  in the USA.
Utilizing  our  extensive  Internet/software expertise in the US and Estonia, we
have  developed  a  Home  Command  Center  device (VIP Systems(TM)). 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.


<PAGE>
     At  present  time  we  have  selected a manufacturer overseas to start main
production  for  our  wall  panels  and  have  completed  full set up locally in
Houston,  TX  to  start  pilot  production for our advanced 18" touch screen LCD
panels with built-in TV tuner. We have started first deliveries to our customers
and  installations  through  CompUSA  network. Our demo unit is installed at the
CompUSA's  Digital  Living Center in Plano, TX and we anticipate installing more
demo  units at CompUSA's Digital Living Centers Nationwide. We are also planning
to  participate  at the largest European "Net-to-Home" exhibit in November 2002,
as  well as be a part of CompUSA's National "road show" exhibiting our system at
major  US shows, including CEDIA, CES 2003 and International Builders Show (IBS)
2003.  We  are  planning to participate at the Next Generation Home event at the
CES  and  IBS,  that will give our product a Nationwide exposure through Michael
Holigan  TV  series.  National  and European exposure gives us an opportunity to
increase  our  revenue  stream  in  accordance  with  our  business  model.

     The  VIP Systems(TM) allows you to control your home remotely from anywhere
in  the  world,  it  has  a  built into the wall futuristic look, a touch screen
command  panel, it's fully Internet enabled and easy to operate. We believe that
all  these  features  can  attract  customers  to  our  product.

     We  intend  to  start  selling  VIP  Systems(TM)  line  in 2002 through our
partnership  network  with  CompUSA  as  well  as  independent  integrators.  We
anticipate  substantial  increase  in  sales activities from our Home Automation
business  in  the  second  half  of  2002.

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

     Upon  successful  testing,  we  have  developed  partnership relations with
Premise Systems, Inc., Nation's leader in Home Automation software industry, and
signed  an  OEM  Business  Agreement  on  November 2, 2001. At the same time our
software  development  team  in  Eastern  Europe  has  completed the proprietary
browsing  interface  that  enabled  us  to  incorporate  all  hardware/software
solutions  into  a  full  home  automation  package.

     In  February  2002  we  signed  a  Nationwide  agreement  with a leading US
retailer  CompUSA  to  provide  full  24/7  technical  support  and distribution
throughout  the  US  market.

     In  November  2001  through our International Marketing efforts we signed a
major  contract  in  Russia  to  provide  over 700 units for the leading upscale
residential  high-rise  builder in Moscow. Currently this contract is under work
and  we  are developing a new interface for the Russian market, and also looking
for  a  supplier  of  remotely  controlled  electric  switches  that  can handle
instability  of  the  Russian electrical current. We estimate that this contract
will  take  another  6  months  before  all  relevant obstacles can be overcome.

     In  November  2001  we  established a new dealership in San Antonio, Texas.
Also,  the  company  successfully  participated in several Trade Shows: Consumer
Electronics  Show  in Las Vegas, NV in January 2002; International Builders Show
in  Atlanta,  GA  and show in San Antonio, TX in February 2002; Electronic House
Expo  in  Orlando,  FL  in March 2002. We also participated in Bob Vila's dotCom
dreamHome  project  and  presented  our  System  during the Grand Opening in Las
Vegas,  NV  in  April,  2002.

     Our  partnership  with CompUSA transformed into a strong alliance under the
CompUSA's  Nationwide  Program  "Digital  Living  Partnership". We installed our
System  in  the  CompUSA's  Digital Living Center in Plano, TX, in May 2002. Our
Touch Screen system is playing a central role in the home automation environment
marketing  by  CompUSA  Nationwide. We presented the VIP System(TM) jointly with
CompUSA  at  the  "Connections  2002"  show  in  Dallas,  TX  in  May  2002.

     At present time we discontinued operations of all our web sites, except for
3D  shopping  mall  www.plazaroyal.com,  as  we  focus  on  the  Home Automation
Technology.


<PAGE>
ANALYSIS  OF  FINANCIAL  CONDITION


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


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 $633,415 and $409,194 during the six months ended June
30,  2002  and 2001, respectively. We had negative cash flows from operations of
$326,920  and  $198,637  during  the  three months ended June 30, 2002 and 2001.
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  six  key  factors  as  follows:

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

-    Our  ability  to  acquire  or  internally  develop  viable  businesses

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

     As  a  result  of  these  potential  liquidity problems, our auditors, Ham,
Langston  & Brezina, L.L.P. have added an explanatory paragraph in their opinion
on  our  audited  financial statements for the years ended December 31, 2001 and
2000,  indicating that substantial doubt exists about our ability to continue as
a  going  concern.

     Our ability to achieve profitability depends on our ability to successfully
develop  and market Home Automation technology. We can give no assurance that we
will be able to achieve commercial success. We are subject to all risks inherent
in  a  growing  venture,  including  the need to develop marketing expertise and
produce  significant revenue. We may incur losses for the foreseeable future due
to  the  significant  costs  associated  with  our  operations.

     Recurring  losses have resulted in an accumulative deficit of $6,518,444 at
June  30,  2002,  and  $5,885,029  at June 30, 2001. Revenues for the six months
ended  June  30, 2002 were $560,659 compared to revenues of $370,189 for the six
months  ended  June  30, 2001. The increase in our revenue is a direct result of
acquisitions and our efforts to refocus our business activity. Losses in the six
months  ended  June  30,  2002 and 2001 were attributable primarily to the early
stage  of  our business. Also, provision for impairment of goodwill in amount of
$240,347  affected  the results of operations. We believe that our revenues will
increase,  and that we will ultimately be profitable, although we can provide no
assurance  that  profitability  will  occur.

     Business  development  resulted  in  corporate  headquarters accounting for
approximately  99%  of  our total net loss in the six months ended June 30, 2002
and  2001.


COMPETITION

     There  are  approximately three major competitors that are presently in the
home automation industry. Many of our competitors are more established companies
with  substantially  greater  capital  resources  and have substantially greater
marketing  capabilities  than us. We can give no assurances that we will be able
to  successfully  compete.  In  the  Home  Automation sector we believe that VIP
Systems(TM) is more integrated and has more functionality than other products on
the  market;  comparing  to  similar units manufactured by Crestron Electronics,


<PAGE>
Inc., HAI and ELAN Home Systems, Inc. it is the most affordable for distributors
and  general public. Also, alliance with CompUSA gives us a Nationwide technical
support,  as well as marketing and distribution channels. All these factors give
First  Capital a competitive advantage in comparison with other similar products
on  the  market.  Although,  we  anticipate  that the number of competitors will
increase  in  the  future.


RESULTS  OF  OPERATIONS

     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  discontinued  leasing  operations.


THE  SIX  MONTHS  ENDED JUNE 30, 2002 AS COMPARED TO THE SIX  MONTHS  ENDED
JUNE 30, 2001

     During  the  six  months  ended June 30, 2002, our revenues from continuing
operations  were  $560,659 as compared to $370,189 for the six months ended June
30,  2001.

     During  the  six months ended June 30, 2002, operating and general expenses
increased  by  $25,102  or 5% as compared to the six months ended June 30, 2001.
This  increase was made up of increases in personnel costs and in administrative
expenses  during  the  first quarter of 2002. The increases were attributable to
the  development  of  our  internal  structure  to  support  growing operations.

     Depreciation  expense were $42,893 in the six months ended June 30, 2002 as
compared  to  $47,745 in the six months ended June 30, 2001, and the increase is
directly related to businesses we acquired. 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, 2002 and 2001 we had stock and option
based  compensation  of  $104,466  and  $0 due to the issuance or sale of common
stock  at a below market prices. These sales resulted in charges to compensation
expense  for  the difference between the sales price and the market price at the
date  of  sale.

     During the six months ended June 30, 2002, we had a net loss of $633,415 as
compared  to a net loss of $409,194 in the six months ended June 30, 2001. Since
June  30,  2001,  our  stock and option based compensations increased due to our
acquisition  activities.  We also made a provision for impairment of goodwill in
amount  of $240,347. All these factors contributed to the results of operations.
Our  losses  are  attributable  to  our operations in both the United States and
Eastern  Europe.


THE  THREE MONTHS ENDED JUNE 30, 2002 AS COMPARED TO THE THREE MONTHS ENDED JUNE
30, 2001

     During  the  three months ended June 30, 2002, our revenues from continuing
operations were $331,207 as compared to $144,762 for the three months ended June
30,  2001.

     During the three months ended June 30, 2002, operating and general expenses
decreased  by $17,057 or 6% as compared to the three months ended June 30, 2001.
This  decrease was made up of decreases in personnel costs and in administrative
expenses.

     Depreciation expense and amortization of goodwill were $21,149 in the three
months ended June 30, 2002 as compared to $24,498 in the three months ended June
30,  2001  and  the increase is directly related to businesses we acquired. Each
business  had  equipment and each acquisition included a cost that was in excess
of  the  net  assets  acquired.


<PAGE>
     During  the  three months ended June 30, 2002, we had a net loss of $30,588
as  compared  to a net loss of $257,801 in the three months ended June 30, 2001.
During  the three months ended June 30, 2002, our revenues increased by $186,445
or  129%  as compared to the three months ended June 30, 2001. All these factors
contributed  to  the results of operations are attributable to our operations in
both  the  United  States  and  Eastern  Europe.


LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June  30,  2002, we had cash resources of $13,404. We estimate that
during  three  months  ending  September 30, 2002, our cash requirements will be
approximately  $150,000,  or $50,000 per month. We do not presently believe that
we  will  have  positive  cash  flow  from  operations  in  2002  unless  our
revenue-producing  operations  expand  significantly.  Such  an  expansion  of
operations  would  require  that we raise a substantial amount of capital (cash)
through  the  sale  of  our stock or through borrowing. Such sales of our common
stock  would  continue  until cash flow from operations was adequate to fund our
ongoing  cash  requirements.  Although  we  plan  to obtain additional financing
through  the  sale of our common stock and by obtaining debt financing, there is
no  assurance  that capital will be available from any source, or, if available,
upon  terms  and  conditions  acceptable  to  us.

     We  currently have no material commitments for capital expenditures for our
U.S.  operations.  We  anticipate  that  the following expenditures will be made
during  the  three  months  ending  September  30, 2002, if funds are available:
$100,000  for  home  automation technology; $100,000 for marketing expenses; and
$150,000  for  business  development.

     During the six months ended June 30, 2002, we raised approximately $315,000
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


<PAGE>
peg.  Therefore, we are also subject to the same types of foreign currency risks
related  to  the  Euro.  Relative  to  the  U.S.  dollar, a declining Euro would
negatively  impact  the  value, in U.S. dollars, of our transactions in Estonia.

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

     Estonian  Inflation  Issues.  Estonia  does  not have a highly inflationary
     ---------------------------
economy  now, although in the recent past Estonia did have a highly inflationary
economy.  Estonia  has  experienced  a  great  amount  of political and economic
instability  and  inflation increased, but then 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 increased to 5.8%
in  2001  from  4.0%  in  2000.  Estonia's imports in the year 2001 increased by
approximately  4%  over  2000.  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, 2002, 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, 2002, we issued 312,500 shares of
our  common  stock  to  investors  and employees for cash totaling approximately
$35,000  (the  market  value  for these issuances ranged from $0.13 to $0.18 per
share).  These  sales  resulted  in  charges  to  compensation  expense  for the
difference  between  the  sales  price and the market price at the date of sale.
This transaction was a private placement made in reliance on Section 4(2) of the
Act.

     During the three months ended June 30, 2002, we granted options to purchase
up  to  40,000  shares  of common stock to our employees, directors and vendors.
These  options  are  immediately  exercisable  at an exercise price of $0.01 per
share and expire on June 12, 2003. This transaction was a private placement made
in  reliance  on  Section  4(2)  of  the  Act.


ITEM 5. OTHER  INFORMATION

     In  August  2002,  we sold three of our four overseas subsidiaries. We sold
Andevis  AS back to the management, who agreed to return 254,270 shares of FCAI,
not  exercise  their  scheduled  stock  option  and  retain 100,000 shares for a
nominal  consideration.


<PAGE>
     We  sold  Anet  Eesti  to  an  independent  third  party  for  $15,000.

     We  also decided not to exercise option to make payments to UAB Mediafon in
order  to  maintain  our  51%  ownership  of  the  company.

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


ITEM 6.  Exhibits and Reports on Form 8-K

(a) Exhibit 99.1 Certification

(b) Reports on From 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 14, 2002             By:  /s/
                                        ----------------------------------
                                        Alex Genin
                                        Chief Executive Officer,
                                        Acting Chief Financial Officer


<PAGE>