U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

    [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

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

                        COMMISSION FILE NUMBER: 000-26271

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

   STATE  THE  NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
    COMMON  EQUITY,  AS  OF  NOVEMBER 1, 2000, THERE WERE 75,051,412 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


<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS


                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________



              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)




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

                                                                         PAGE(S)
                                                                         -------

Unaudited  Consolidated  Condensed  Financial
  Statements:

  Consolidated  Condensed  Balance  Sheet  as  of
    September  30,  2000  and  December  31,  1999                        F-3

  Unaudited  Consolidated  Condensed  Statement
    of  Operations  for  the  three  months  and  nine
    months  ended  September  30,  2000  and  1999                        F-4

  Unaudited  Consolidated  Condensed  Statement
    of  Stockholders'  Deficit  for  the  nine  months
    ended  September  30,  2000                                           F-5

  Unaudited  Consolidated  Condensed  Statement
    of  Cash  Flows  for  the  nine  months  ended
    September  30,  2000  and  1999                                       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
                                             __________


                                                                  SEPTEMBER 30,  DECEMBER 31,
                                                                      2000          1999
     ASSETS                                                         (UNAUDITED)    (NOTE)
     ------                                                       -------------  ------------

Current assets:
<S>                                                               <C>            <C>
  Cash and cash equivalents                                        $   222,134   $    67,193
  Accounts receivable, net                                              88,370         2,331
  Inventory                                                            109,049        35,457
  Other                                                                  4,345         9,981
  Net current assets of discontinued
    operations                                                               -       145,954
                                                                  -------------  ------------

    Total current assets                                               423,898       260,916

Property and equipment, net                                            130,225         3,463

Excess of cost over net assets of
  businesses acquired, net                                             322,688             -
                                                                  -------------  ------------

      Total assets                                                $    876,811   $   264,379
                                                                  =============  ============


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

Current liabilities:
  Notes payable to related parties                                $     17,577   $    11,372
  Accounts payable and accrued liabilities                             134,815        32,106
                                                                  -------------  ------------

    Total current liabilities                                          152,392        43,478

Net non-current liabilities of discontinued
  operations                                                                 -       199,123

Minority interest                                                        2,697             -
                                                                  -------------  ------------

      Total liabilities                                                155,089       242,601
                                                                  -------------  ------------

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000
    shares authorized; 75,051,412 and 70,061,142
    shares issued and outstanding at September 30,
    2000 and December 31, 1999, respectively                            75,051        70,061
  Additional paid-in capital                                         3,975,259     2,794,371
  Accumulated deficit                                               (3,317,935)   (2,820,817)
  Accumulated foreign currency translation
    adjustments                                                        (10,653)      (21,837)
                                                                  -------------  ------------

      Total stockholders' equity                                       721,722        21,778
                                                                  -------------  ------------

        Total liabilities and stockholders'
          equity                                                  $    876,811   $   264,379
                                                                  =============  ============
<FN>
Note:  The  consolidated  balance  sheet  at  December  31,  1999 has been derived from the audited
financial  statements  at  that  date  but  does  not  include all of the information and footnotes
required  by  generally  accepted  accounting  principles  for  complete financial statements.  See
accompanying  notes.
</TABLE>


                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                             FIRST CAPITAL INTERNATIONAL, INC.
                 UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                        __________
                                        (UNAUDITED)

                                       THREE  MONTHS  ENDED        NINE  MONTHS  ENDED
                                           SEPTEMBER  30,             SEPTEMBER  30,
                                    --------------------------  --------------------------
                                        2000          1999          2000          1999
                                    ------------  ------------  ------------  ------------
                                                   (RESTATED)                  (RESTATED)
<S>                                 <C>           <C>           <C>           <C>
Revenue:
  Merchandise sales                 $    11,365   $         -   $    43,180   $         -
  Internet service fees                 149,870             -       249,182             -
  Travel transactions                    20,207             -        62,903             -
                                    ------------  ------------  ------------  ------------
    Total revenue                       181,442             -       355,265             -
                                    ------------  ------------  ------------  ------------

Cost of sales and services:
  Cost of merchandise sold                4,073             -        22,242             -
  Cost of providing internet
    services                             66,542             -       142,787             -
  Cost of travel transactions             3,544             -        11,033             -
                                    ------------  ------------  ------------  ------------
    Total cost of sales and
      services                           74,159             -       176,062             -
                                    ------------  ------------  ------------  ------------

Gross margin                            107,283             -       179,203             -

Selling, general and admin-
  istrative expense                     310,535       100,736       678,078       256,933

Common stock and option based
  compensation                                -        17,500        18,000       416,210
                                    ------------  ------------  ------------  ------------
  Loss from operations                 (203,252)     (118,236)     (516,875)      673,143
                                    ------------  ------------  ------------  ------------

Other income (expenses):
  Interest expense                         (173)      (21,583)         (357)     (244,848)
  Other income                              144             -         7,825             -
                                    ------------  ------------  ------------  ------------
    Total other income (expense)            (29)      (21,583)        7,468      (244,848)
                                    ------------  ------------  ------------  ------------
Loss from continuing operations        (203,281)     (139,819)     (509,407)     (917,991)
                                    ------------  ------------  ------------  ------------

Discontinued operations:
  Gain (loss) from operation of
    discontinued leasing division             -        42,261       (26,548)       80,275
  Gain on disposal of discontin-
    ued leasing division, inclu-
    ding provision for losses
    during the phaseout period                -             -        38,837             -
                                    ------------  ------------  ------------  ------------

    Total income from discontin-
      ued operations                          -             -        12,289             -
                                    ------------  ------------  ------------  ------------
Net loss                            $  (203,281)  $   (97,558)  $  (497,118)  $  (837,716)
                                    ============  ============  ============  ============

Basic and diluted net loss per
  common share:
  Continuing operations             $     (0.00)  $     (0.00)  $     (0.01)  $     (0.01)
  Discontinued operations                  0.00          0.00          0.00          0.00
                                    ------------  ------------  ------------  ------------
    Net loss                        $     (0.00)  $     (0.00)  $     (0.01)  $     (0.01)
                                    ============  ============  ============  ============
Weighted average shares out-
  standing                           74,532,158    66,558,479    73,571,481    64,287,809
                                    ============  ============  ============  ============
</TABLE>

                             See accompanying notes.


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                               FIRST CAPITAL INTERNATIONAL, INC.
              UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                          __________
                                          (UNAUDITED)


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

Net loss                               -            -     (497,118)            -      (497,118)

Other comprehensive income-
  foreign currency transla-
  tion adjustment                      -            -            -        11,202        11,202
                                                                                      ---------
  Comprehensive income                                                                (485,916)
                                                                                     ----------
Common stock issued,
  (4,990,270 shares)               4,990    1,180,888            -             -             -
                               ----------  ----------  ------------  ------------  ------------
Balance at September 30,
  2000                         $  75,051   $3,975,259  $(3,317,935)  $    10,635   $(3,293,329)
                               ==========  ==========  ============  ============  ============
</TABLE>


                             See accompanying notes.


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

                                             NINE  MONTHS  ENDED
                                                SEPTEMBER  30,
                                            ----------------------
                                               2000        1999
                                            ----------  ----------
                                                        (RESTATED)
<S>                                         <C>         <C>
Cash flows from operating activities        $(462,559)  $(205,451)
                                            ----------  ----------
Cash flows from investing activities:
  Acquisition of Mainor Anet AS               (50,000)          -
                                            ----------  ----------
    Net cash used by investing activities     (50,000)          -
                                            ----------  ----------
Cash flows from financing activities:
  Proceeds from sale of common stock          655,000     278,139
  Proceeds from notes payable to a
    related party                              12,500     133,190
                                            ----------  ----------
    Net cash provided by financing
      activities                              667,500     411,329
                                            ----------  ----------
Effects of exchange rate changes on cash            -       1,989
                                            ----------  ----------
Net increase in cash and cash equivalents     154,941     207,867

Cash and cash equivalents, beginning
  of period                                    67,193      61,467
                                            ----------  ----------
Cash and cash equivalents, end of period    $ 222,134   $ 269,334
                                            ==========  ==========
</TABLE>


                             See accompanying notes.


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

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

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim financial  information and with the instructions to Form 10-QSB and
     Article 10 of Regulation S-B.  Accordingly,  they do not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  nine  month  periods  ended  September  30,  2000  and  1999  are  not
     necessarily  indicative  of the  results  that  may  be  expected  for  the
     respective full years.

     A  summary  of the  Company's  significant  accounting  policies  and other
     information  necessary to understand these  consolidated  interim financial
     statements is presented in the Company's audited  financial  statements for
     the years ended  December  31, 1999 and 1998.  Accordingly,  the  Company's
     audited  financial  statements  should  be read in  connection  with  these
     financial statements.


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

     During the nine months ended  September 30, 1999, the Company issued 22,000
     shares of its common stock for services at prices  representing  a discount
     from the quoted market price of the Company's  common stock at the dates of
     issue.  The Company also issued 300,000  non-qualified  compensatory  stock
     options  for  shares  of its  common  stock  and  convertible  debt  with a
     beneficial  conversion feature. The stock options bear exercise prices that
     represent a discount from the quoted  market price of the Company's  common
     stock at the date of issue.  The fair value of the Company's  common stock,
     for purposes of determining  compensation expense associated with stock and
     stock options and the value of the beneficial conversion feature associated
     with convertible debt, was determined based upon quoted market prices in an
     inactive market with discounts for trading  restrictions on such shares and
     a thin market for the Company's common stock. Generally accepted accounting
     principles do not allow for such discounts from the quoted market price.

     The effect of correcting  this error in application  of generally  accepted
     accounting  principles on the Company's  financial  statements at September
     30, 1999 and for the nine months then ended, is as follows:


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


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

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

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

     Increase in common and preferred stock
       and additional paid-in capital        $1,258,873
                                             ===========

     Increase in accumulated deficit         $1,258,873
                                             ===========

     Increase in net loss                    $  445,217
                                             ===========

     Increase in basic and dilutive net
       loss per common share                 $    (0.00)
                                             ===========


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

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


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

     During the nine months ended  September 30, 2000, the Company issued shares
     of common stock and had other increases to stockholders' equity as follows:


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

4.   STOCKHOLDERS'  EQUITY,  CONTINUED
     ---------------------------------


                                           ADDITIONAL
                                  COMMON    PAID-IN
                                  STOCK     CAPITAL       TOTAL
                                 --------  ----------  ----------

Common stock and stock options
  issued for cash (4,350,000
  shares and 1,300,000 options)  $  4,350  $  650,650  $  655,000

Common stock issued in connec-
  tion with acquisitions              604     512,274     512,878

Compensation recognized on
  common stock issued to of-
  ficers or employees at below
  market value (36,000 shares)         36      17,964      18,000
                                 --------  ----------  ----------

    Total                        $  4,990  $1,180,888  $1,185,878
                                 ========  ==========  ==========

     In addition to the 1,300,000  options shown above,  the Company also issued
     1,150,000  options to employees for services and 20,000 options to a vendor
     for services.  All employee and vendor  options bear strike prices equal to
     the fair value of the Company's common stock at the date of issue.


5.   ACQUISITIONS
     ------------

     On July 5, 2000, the Company  acquired 98.8% of AS Andevis  ("Andevis") and
     Andevis  became a  majority-owned  consolidated  subsidiary of the Company.
     Andevis is an Estonian  corporation that provides  software  subcontracting
     services to European clients. This acquisition has been accounted for using
     the purchase  method of accounting and the results of operations of Andevis
     have been consolidated with the Company's from the date of acquisition. The
     $177,000  purchase price was  accomplished  through the issuance of 354,270
     shares of the Company's  common stock. The purchase price could be adjusted
     upward based upon Andevis'  financial  results for the year ending December
     31, 2000 as compared to 1999.  The purchase price has been allocated to the
     assets  acquired and  liabilities  assumed based on an internal  valuation.
     Approximately  $122,000 was  allocated to excess of cost over net assets of
     businesses  acquired and is being  amortized  over a fifteen year estimated
     useful life.


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

5.   ACQUISITIONS,  CONTINUED
     ------------------------

     On March 24, 2000,  the Company  acquired 100% of Mainor Anet AS ("Mainor")
     and Mainor became a  wholly-owned  consolidated  subsidiary of the Company.
     Mainor is an Estonian  corporation  that provides  internet  service and is
     engaged  in other  internet-related  activities  in the  Baltic  region and
     Russia.  This  acquisition has been accounted for using the purchase method
     of   accounting   and  the  results  of  operations  of  Mainor  have  been
     consolidated with the Company's from the date of acquisition.  The $253,000
     purchase price was  accomplished  through the issuance of 250,000 shares of
     the  Company's  common stock and a commitment to pay $50,000 in cash within
     90 days of the  acquisition.  The purchase  price has been allocated to the
     assets  acquired and  liabilities  assumed based on an internal  valuation.
     Approximately  $130,000 was  allocated to excess of cost over net assets of
     businesses  acquired and is being  amortized  over a fifteen year estimated
     useful life.

     Effective  April 27, 2000,  the Company  acquired 100% of Flamingo  Travel,
     Inc.  ("Flamingo"),  a Texas  corporation  engaged in the booking of travel
     services  that  the  Company  plans to fully  integrate  into its  Internet
     business plans.  Under the terms of the acquisition,  the owner of Flamingo
     will  receive  shares  of the  Company  based on a formula  of three  times
     Flamingo's  pre-tax  income for the year ended March 31,  2000,  divided by
     $0.62 per share, the market value of the Company's common stock at the date
     of the  agreement.  Management  believes  that this  formula  will  yield a
     purchase price of  approximately  150,000  shares or $93,000.  The purchase
     agreement also provides for the Company to issue  additional  shares of its
     common  stock  based upon five times the  increase  in  Flamingo's  pre-tax
     income for the year ended  March 31,  2000 as  compared  to the year ending
     March 31, 1999,  divided by 70% of the quoted price of the Company's common
     stock at  December  31,  2000,  not to exceed  $1.00 per share.  Management
     cannot currently predict the contingent  consideration that will be yielded
     by this formula. The $93,000 estimated purchase price has been allocated to
     the assets acquired and liabilities assumed based upon internal valuations.
     Approximately $82,000 of the purchase price was allocated to excess of cost
     over net  assets  of  businesses  acquired  and is being  amortized  over a
     fifteen year estimated useful life.


                                      F-10
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

5.   ACQUISITIONS,  CONTINUED
     ------------------------

     The following is a summary of assets  acquired and  liabilities  assumed in
     the purchases:

                                      MAINOR     FLAMINGO    ANDEVIS
                                     ---------   --------    --------
Assets acquired:
  Fair value of tangible assets
   acquired                          $ 192,000   $ 19,000   $ 110,000
  Excess of cost over net assets of
    business acquired                  124,000     82,000     122,000
                                     ----------  ---------  ----------

    Total assets acquired              316,000    101,000     232,000

Cash paid or payable, net of cash
  acquired                             (43,000)         -           -
Market value of common stock issued
  or issuable                         (203,000)   (93,000)   (177,000)
                                     ----------  ---------  ----------
Liabilities assumed and minority
  interest                           $  70,000   $  8,000   $  55,000
                                     ==========  =========  ==========

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

     During the  quarter  ended June 30,  2000,  the  Company  adopted a plan to
     dispose of all leasing  operations.  The Company's  leasing  operations are
     conducted through its wholly owned subsidiary, EIP Liisingu AS.

     In July 2000,  the Company sold EIP for $10,000 cash and  recognized a gain
     of  $38,837  on  the  sale.  The  operations  of the  discontinued  leasing
     operation  have been  separated  and presented as a single line item in the
     accompanying  statements of  operations  as gain (loss) from  operations of
     discontinued leasing operations.

     Current assets and liabilities of the discontinued  leasing operations have
     been  netted  and  presented  as  current  assets of  discontinued  leasing
     operations at their estimated net realizable value.  Non-current assets and
     liabilities of  discontinued  leasing  operations have also been netted and
     presented at their net realizable value.

                                      F-11
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  __________

7.   SEGMENT  AND  GEOGRAPHIC  INFORMATION
     -------------------------------------

     The Company currently operates in the Internet and software  subcontracting
     services,  Internet merchandise and travel agency businesses. The Company's
     three  reportable  segments  are  based  upon  geographic  area and type of
     business.  All of the Company's continuing foreign operations are currently
     conducted by Mainor and Andevis in Estonia. Mainor and Andevis both operate
     with the Estonian kroon as their functional currency.

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

     Following is a summary of segment information:

<TABLE>
<CAPTION>
                                   THREE  MONTHS  ENDED     NINE  MONTHS  ENDED
                                      SEPTEMBER  30,           SEPTEMBER  30,
                                  -----------------------  ----------------------
                                     2000         1999        2000        1999
                                  -----------  ----------  ----------  ----------
                                               (RESTATED)              (RESTATED)
<S>                               <C>          <C>         <C>         <C>
Net Revenue:
  United States-Corporate         $   11,365   $       -   $  43,180   $       -
  Estonia-Internet services          149,870           -     249,182           -
  United States-Travel services       20,207           -      62,903           -
                                  -----------  ----------  ----------  ----------
    Total net revenue             $  181,442   $       -   $ 355,265   $       -
                                  ===========  ==========  ==========  ==========

Income (loss) from operations:
  United States-Corporate         $ (204,137)  $(118,236)  $(485,584)  $(673,143)
  Estonia-Internet services          (19,664)          -     (39,070)          -
  United States-Travel services       20,549           -       7,779           -
                                  -----------  ----------  ----------  ----------

    Total loss from operations    $ (203,252)  $(118,236)  $(516,875)  $(673,143)
                                  ===========  ==========  ==========  ==========
</TABLE>

<TABLE>
<CAPTION>
                                   SEPTEMBER 30,  DECEMBER 31,
                                       2000          1999
                                   -------------  ------------
<S>                                <C>            <C>
Assets:
  United States-Corporate          $     278,877  $    118,425
  Estonia-Internet services              490,478             -
  United States-Travel services          107,456             -
  Estonia-Discontinued operations              -       145,954
                                   -------------  ------------

    Total assets                   $     876,811  $    264,379
                                   =============  ============
</TABLE>


                                      F-12
<PAGE>
ITEM  2.  MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
AND  RESULTS  OF  OPERATIONS

FORWARD-LOOKING  STATEMENT  AND  INFORMATION

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

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


INTRODUCTION

     It  is our current intent to grow First Capital International, Inc. through
the  continued  development  and  commercialization  of  our  internet  based
businesses.   We  intend  to  make  any  business acquisitions by issuing common
stock;  however,  we  may  need  additional  cash to complete acquisitions.   If
additional  capital  is  needed, we will raise substantially all such funds from
outside  sources.   We anticipate that most acquisitions we make during the next
12  months  will  be  of  operating  entities with existing management in place.

     We are currently working on establishing IP Telephony and wireless Internet
service  applications  in  the  Baltic  Region.  We  have signed a contract with
Networks  Technology Corporation ( a wholly-owned subsidiary of Infonet Services
Corporation)  to  provide  full  voice  over  IP  services  ("VOIP"),  including
equipment,  connectivity  and  back  office  services  for our operations in the
Baltic  Region.  Through our subsidiary, Anet Eesti AS, an Estonian corporation,
we  are  negotiating  the  purchase of IP Telephony equipment locally and we are
negotiating with potential business customers that have the appropriate level of
telephone  usage.


<PAGE>
     We  have  signed  an Alliance Agreement with Estonian TV cable Companies to
expand our ISP services to cable tv subscribers in Estonia.  This will enable us
to  expand  out  ISP  and  VOIP  services  in  Estonia.

     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.
Additionally,  we  are  planning  to  register  with U.S. Government agencies to
explore  3D  design  possibilities.  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 will
contribute  about  $400,000  per  year  in  revenue  to  our consolidated income
statement  and  will  set  the  stage  for  additional  acquisitions  in  the
telecommunications  and  Internet  fields  in Eastern Europe.  The management of
Anet Eesti AS provides us with expertise and infrastructure for not only present
activities  but  also  future  activities  and  acquisitions  in  the  region.

     www.FlamingoTravel.net.  In  April  2000, we also acquired Flamingo Travel,
Inc.,  an  existing  U.S.  travel  agency  with  online  operations  at
www.flamingotravel.net.  This  acquisition  will  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 $4,000 to
$7,000  per  month  and  has  not  increased our advertising costs.  We recently
signed  an  agreement  with  Nabisco  Championship wherein we became an official
supplier  of  watches for the Nabisco Championship Golf Tournament for 2001.  We
estimate  that this agreement will result in revenues exceeding $130,000 through
2001.  We  have  completed  the selection of vendors to supply our site and such
vendors are now prepared to provide our customers with luxury items that we have
picked for sale at our 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 result in annual revenues in
excess of $300,000 for the next fiscal year.  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, and as a solutions provider in the
U.S.

     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  EIP  has not been
profitable  and  because EIP does not fit into our current business model.   Our
current  business  model is to start or acquire businesses that can be conducted
as  e-commerce  entities  on  the  Internet.   The  terms and conditions of this
transaction  were  determined  by  the parties through arms length negotiations.
However,  no  formal  appraisal  was  conducted.


<PAGE>
ANALYSIS  OF  FINANCIAL  CONDITION

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

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

GOING  CONCERN  ISSUE

     During the nine months ended September 30, 2000 and the year ended December
31,  1999  we  have  been  dependent  on  debt and equity raised from individual
investors  and  related parties to sustain its operations.  During those periods
we  have  incurred  significant net losses.  For the nine months ended September
30,  2000  we  had  a  net  loss  of $497,118 and for the year ended December 31
1999,  we  had  a  net  loss  of  $1,141,821.

Additionally,  we  had  negative  cash  flows from operations of $462,559 during
the  nine  months  ended  September  30,  2000,  and $440,781 for the year ended
December  31,  1999.  These  factors  along  with  an  accumulated  deficit  of
$3,317,935  at  September  30, 2000 raise substantial doubt about our ability to
continue  as  a  going  concern.

     Our  long-term  viability  as  a  going concern is dependent upon three key
factors  as  follows:

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

-    Our  ability  to  acquire  or  internally  develop  viable  businesses.

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

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

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

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

-    In  the  long-term, we believe that cash flows from acquired businesses and
     businesses  we  are currently developing will provide the resources for our
     continued  operations.


     We  have  developed  and  launched  several  e-commerce  web  sites.

     We believe that revenues from these our web sites, as well as revenues from
newly  acquired  companies, will more than cover overhead at the corporate level
if  our marketing is successful.   Acquisition activities and development of our
internet  projects  resulted  in  corporate  headquarters  accounting  for  more
than  90%  of  our  total net loss for the nine months ended September 30, 2000.


<PAGE>
COMPETITION

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

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

RESULTS  OF  OPERATIONS


     During  the  quarter  ended  June  30,  2000, the Company adopted a plan to
dispose  of  all  leasing  operations.  The  Company's  leasing  operations  are
conducted  through  its  wholly  owned  subsidiary,  EIP  Liisingu  AS.

     In  July  2000, the Company sold EIP for $10,000 cash and recognized a gain
of  $38,837  on  the sale.  The operations of the discontinued leasing operation
have  been  separated  and  presented  as a single line item in the accompanying
statements  of operations as gain (loss) from operations of discontinued leasing
operations.

     Current  assets and liabilities of the discontinued leasing operations have
been  netted  and presented as current assets of discontinued leasing operations
at  their estimated net realizable value.  Non-current assets and liabilities of
discontinued leasing operations have also been netted and presented at their net
realizable  value.

Nine  Months  Ended  September  30,  2000  as  Compared to the Nine Months Ended
September  30,  1999:

     During  the  nine  months  ended  September  30,  2000,  our  revenues from
continuing  operations  were  $355,265  as  compared to $-0- for the nine months
ended September 30, 1999.  The increase was due primarily to the acquisitions of
www.FlamingoTravel.net,  Anet  Eesti  AS  and  AS  Andevis.

     During  the  nine  months  ended  September  30,  2000 selling, general and
administrative costs increased by approximately $421,145 as compared to the nine
months  ended  September  30,  1999.  This  increase  in  costs  was  made up of
increases  in  personnel  costs  and  in legal and other professional fees.  The
increases  were  attributable  to  the  development of our internal structure to
support  growing  operations  and the acquisitions of www.FlamingoTravel.net and
Anet  Eesti  AS  and  AS  Andevis.

     During  the  nine  months  ended September 30, 2000 we had stock and option
based  compensation of $18,000 due to the sale of common stock to an employee at
a below market price.  The sale resulted in a charge to compensation expense for
the difference between the sales price and the market price at the date of sale.


<PAGE>
     Interest  expense  for the nine months ended September 30, 2000 was $357 as
compared  to  $244,848  for  the  nine  months  ended  September  30, 1999.  The
significant  decrease in interest expense is the direct result of our conversion
of  very  high  rate  debt to equity in February 2000 and the elimination of the
interest  charges  associated  with  such  debt.

     During  the  nine  months  ended  September  30,  2000 we had a net loss of
$497,118  as  compared  to  a  net  loss  of  $837,716  in the nine months ended
September  30,  1999.  The  primary  reason for our decreased losses was reduced
stock  and  option  based  compensation charges.  Our losses during both periods
were  attributable  to  our  operations  in  the United States, as the Company's
operations  in  Estonia  produced  minimal  losses.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  September 30, 2000 we had cash resources of approximately $222,134.  We
estimate  that  during  the last quarter of the year 2000, our cash requirements
will  be  approximately  $150,000 and such requirements will need to be met from
outside sources.  We plan to obtain additional financing through the sale of our
common  stock  and  by obtaining debt financing.  Such sales of our common stock
will  continue until cash flow from operations is adequate to fund the Company's
ongoing requirements.  There is no assurance that capital will be available from
any  source,  or,  if  available,  upon  terms  and conditions acceptable to us.

     We  currently have no material commitments for capital expenditures for our
U.S.  operations;  however,  we  anticipate  that  the  following  near-term
expenditures  will  be  made if funds are available: $20,000 for advertising our
www.MDGshop.com  web site, $30,000 for merchandise to be offered for sale at our
www.MDGshop.com web site and $10,000 for Internet e-commerce operating expenses.

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

YEAR  2000  ISSUES

     We  have  not had any Year 2000 deficiencies internally or externally.   We
do not expect to have any Year 2000 deficiencies internally and externally.   If
a  Year  2000  deficiency  occurs  internally  or  externally, we will shift our
internal  and  external  resources to fix the deficiency.   We do not expect any
Year  2000  deficiency  to  require  an  expenditure  of  more  than  $10,000.

                           PART  II  -  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During  the  quarter  ended  September 30, 2000, the following transactions
were effected by the Company in reliance upon exemptions from registration under
the Securities Act of 1933 as amended as provided in Section 4(2) thereof.  Each
certificate  issued  for unregistered securities contained a legend stating that
the  securities  have  not  been  registered under the Act and setting forth the
restrictions  on  the  transferability  and  the  sale  of  the  securities.  No
underwriter  participated in, nor did the Company pay any commissions or fees to
any  underwriter  in  connection  with  any  of these transactions.  None of the
transactions  involved  a  public  offering.  The  Company believes that each of
these  persons  had  knowledge  and experience in financial and business matters
which allowed them to evaluate the merits and risk of the purchase or receipt of
these  securities  of  the  Company.  The  Company  believes  that each of these
persons  were  knowledgeable  about  the  Company's  operations  and  financial
condition.

     In  August 2000, we issued a total of 354,270 shares of common stock to two
persons  to  purchase AS Andevis.  This transaction was a private placement made
in  reliance  on  Section  4(2)  of  the  Act.

In  September  2000, we issued 1,000,000 of common stock to one investor for the
$150,000  in cash.  This transaction was a private placement made in reliance on
Section  4(2)  of  the  Act.


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

(A)  EXHIBITS

EXHIBIT
NO.

27.1    Financial  Data  Schedule

(B)  REPORTS  ON  FORM  8-K

On August 14, 2000 we filed a report on Form 8-K reporting item 2 acquisition or
disposition  of  assets.

On  July  17, 2000 we filed a report on Form 8-K reporting item 2 acquisition or
disposition  of  assets.

                                   SIGNATURES


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


                                 First Capital International, Inc.



Date:  November  12,  2000          By:  /s/  Alex  Genin
                                    -------------------------------
                                    Alex  Genin
                                    Chief  Executive  Officer



Date:  November  12,  2000          By:  /s/  Joselito  H.  Sangel
                                    -------------------------------
                                    Joselito  H.  Sangel
                                    Vice  President  of  Finance



Exhibit  Index

EXHIBIT
NO.

27.1    Financial  Data  Schedule

**
<PAGE>