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, 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  August  7, 2000, there were 73,989,012 shares of common
stock  outstanding.

Transitional  Small  Business  Disclosure  Format  (check  one);  Yes [ ] No [X]


                                        1
<PAGE>
                                TABLE OF CONTENTS

PART  I  -  FINANCIAL  INFORMATION

   Item  1.  Consolidated  Financial  Statements

     Consolidated  Condensed  Balance  Sheet  as  of  December  31,
      1999  and  June  30,  2000

     Consolidated  Condensed  Statement  of  Operations  for  the
      Six  months  ended  June  30,  2000  and  1999

     Consolidated  Condensed  Statement  of  Stockholders'  Equity
      for  the  six  months  ended  June  30,  2000

     Consolidated  Condensed  Statement  of  Cash  Flows  for  the
      six  months  ended  June  30,  2000  and  1999

     Selected  Notes  to  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


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

                        FIRST CAPITAL INTERNATIONAL, INC.

                                   __________



              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

                                   (UNAUDITED)


                                       F-1
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.

                                TABLE OF CONTENTS

                                   __________

                                                                  PAGE(S)
                                                                  -------

Unaudited  Consolidated  Condensed  Financial
  Statements:

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

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

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

  Unaudited  Consolidated  Condensed  Statement
    of  Cash  Flows  for  the  three  months  and  six
    months  ended  June  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

                               __________


                                                   JUNE 30,    DECEMBER 31,
                                                     2000          1999
     ASSETS                                       (UNAUDITED)      (NOTE)
     ------                                       -----------  ------------
<S>                                               <C>          <C>
Current assets:
  Cash and cash equivalents                       $  256,209   $    67,193
  Accounts receivable, net                            47,537         2,331
  Inventory                                           84,063        35,457
  Other                                                5,659         9,981
  Net current assets of discontinued
    operations                                       140,973       145,954
                                                  -----------  ------------

    Total current assets                             534,441       260,916

Property and equipment, net                          106,804         3,463

Excess of cost over net assets of
  businesses acquired, net                           202,706             -
                                                  -----------  ------------

      Total assets                                $  843,951   $   264,379
                                                  ===========  ============


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

Current liabilities:
  Notes payable to related parties                $  151,684   $    11,372
  Accounts payable and accrued liabilities            86,167        32,106
                                                  -----------  ------------

    Total current liabilities                        237,851        43,478

Net non-current liabilities of discontinued
  operations                                         130,973       199,123
                                                  -----------  ------------

      Total liabilities                              368,824       242,601
                                                  -----------  ------------

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000
    shares authorized; 73,697,142 and 70,061,142
    shares issued and outstanding at June 30,
    2000 and December 31, 1999, respectively          73,697        70,061
  Additional paid-in capital                       3,516,860     2,794,371
  Accumulated deficit                             (3,114,654)   (2,820,817)
  Accumulated foreign currency translation
    adjustments                                         (776)      (21,837)
                                                  -----------  ------------

      Total stockholders' equity                     475,236        21,778
                                                  -----------  ------------

        Total liabilities and stockholders'
          equity                                  $  843,951   $   264,379
                                                  ===========  ============
</TABLE>

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.


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

                                         THREE MONTHS ENDED          SIX MONTHS ENDED
                                             JUNE 30,                    JUNE 30,
                                    --------------------------  --------------------------
                                        2000          1999          2000          1999
                                    ------------  ------------  ------------  ------------
                                                    (RESTATED)                 (RESTATED)
<S>                                 <C>           <C>           <C>           <C>
Revenue:
  Merchandise sales                 $    15,855   $         -   $    31,815   $         -
  Internet service fees                  99,312             -        99,312             -
  Travel transactions                    42,696             -        42,696             -
                                    ------------  ------------  ------------  ------------

    Total revenue                       157,863             -       173,823             -
                                    ------------  ------------  ------------  ------------

Cost of sales and services:
  Cost of merchandise sold               11,782             -        18,169             -
  Cost of providing internet
    services                             76,245             -        76,245             -
  Cost of travel transactions             7,489             -         7,489             -
                                    ------------  ------------  ------------  ------------

    Total cost of sales and
      services                           95,516             -       101,903             -
                                    ------------  ------------  ------------  ------------

Gross margin                             62,347             -        71,920             -

Selling, general and admin-
  istrative expense                     225,459        93,502       367,543       154,738

Common stock and option based
  compensation                            8,000        77,860        18,000       400,850
                                    ------------  ------------  ------------  ------------

  Loss from operations                 (171,112)     (171,362)      313,623       555,588
                                    ------------  ------------  ------------  ------------

Other income (expenses):
  Interest expense                         (184)     (104,205)         (184)     (224,814)
  Other income                            6,999             -         7,681             -
                                    ------------  ------------  ------------  ------------

    Total other income (expense)          6,815      (104,205)        7,497      (224,814)
                                    ------------  ------------  ------------  ------------

Loss from continuing operations        (164,297)     (275,567)     (306,126)     (780,402)
                                    ------------  ------------  ------------  ------------

Discontinued operations:
  Gain (loss) from operation of
    discontinued leasing division       (18,566)       42,652       (26,548)       38,104
  Gain on disposal of discontin-
    ued leasing division, inclu-
    ding provision of $2,000
    for losses during the phase-
    out period                           38,837             -        38,837             -
                                    ------------  ------------  ------------  ------------

    Total income from discontin-
      ued operations                     20,271        42,652        12,289        38,104
                                    ------------  ------------  ------------  ------------

Net loss                            $  (144,026)  $  (232,915)  $  (293,837)  $  (742,298)
                                    ============  ============  ============  ============

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

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

Weighted average shares out-
  standing                           73,091,142    65,137,977    71,991,742    46,651,142
                                    ============  ============  ============  ============
</TABLE>

                             See accompanying notes.


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                 FIRST CAPITAL INTERNATIONAL, INC.

                UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

                              FOR THE SIX MONTHS ENDED JUNE 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                                 -           -      (293,837)             -      (426,137)

Other comprehensive income-
  foreign currency transla-
  tion adjustment                        -           -             -         21,061        21,061
                                                                                      ------------

  Comprehensive income                   -           -             -              -      (405,076)
                                                                                      ------------

Common stock issued,
  (3,636,000 shares)                 3,636     722,489             -              -             -
                               -----------  ----------  -------------  -------------  ------------

Balance at June 30, 2000       $    73,697  $3,516,860  $ (3,114,654)  $       (776)  $(3,212,489)
                               ===========  ==========  =============  =============  ============
</TABLE>

                             See accompanying notes.


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.

            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

                                   __________

                                   (UNAUDITED)

                                               SIX MONTHS ENDED
                                                  JUNE  30,
                                            ----------------------
                                               2000        1999
                                            ----------  ----------
                                                        (RESTATED)
<S>                                         <C>         <C>
Cash flows from operating activities        $(302,357)  $(135,481)
                                            ----------  ----------

Cash flows from investing activities:
  Acquisition of Mainor Anet AS               (25,000)          -
                                            ----------  ----------

    Net cash used by investing activities     (25,000)          -
                                            ----------  ----------

Cash flows from financing activities:
  Proceeds from sale of common stock          505,000      68,139
  Proceeds from notes payable to a
    related party                              11,373     133,190
                                            ----------  ----------

    Net cash provided by financing
      activities                              516,373     201,329
                                            ----------  ----------

Effects of exchange rate changes on cash            -      10,328
                                            ----------  ----------

Net increase in cash and cash equivalents     189,016      76,176

Cash and cash equivalents, beginning
  of period                                    67,193      61,467
                                            ----------  ----------

Cash and cash equivalents, end of period    $ 256,209   $ 137,643
                                            ==========  ==========
</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 six month periods ended June 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  six months ended June 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 June 30, 1999 and
for  the  six  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                $1,179,249
                                                        ===========

     Increase  in  accumulated  deficit                 $1,179,249
                                                        ===========

     Increase  in  net  loss                            $  387,406
                                                        ===========

     Increase  in  basic  and  dilutive  net
       loss  per  common  share                         $    (0.01)
                                                        ===========


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  six  months  ended June 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
       ---------------------------------

<TABLE>
<CAPTION>
                                                ADDITIONAL
                                        COMMON   PAID-IN
                                        STOCK    CAPITAL    TOTAL
<S>                                   <C>       <C>       <C>
                                      --------  --------  --------
     Common stock and stock options
       issued for cash (3,350,000
       shares and 1,000,000 options)  $  3,350  $501,650  $505,000

     Common stock issued in connec-
       tion with acquisition of
       Mainor Anet AS                      250   202,875   203,125

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

         Total                        $  3,636  $722,489  $726,125
                                      ========  ========  ========
</TABLE>



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

     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.


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

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

     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.

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

<TABLE>
<CAPTION>
                                            MAINOR     FLAMINGO
                                          ----------  -----------
<S>                                       <C>         <C>
     Assets acquired:
       Fair value of tangible assets
        acquired                          $ 192,000   $ 19,000
       Excess of cost over net assets of
         business acquired                  124,000     82,000
                                          ----------  ---------

         Total assets acquired              316,000    101,000

     Cash paid or payable, net of cash
       acquired                             (43,000)         -
     Market value of common stock issued
       or issuable                         (203,000)   (93,000)
                                          ----------  ---------

     Liabilities assumed                  $  70,000   $  8,000
                                          ==========  =========
</TABLE>


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

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 Lissingu 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.


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

     The  Company  currently   operates  in  the  Internet   service,   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
     Anet AS in Estonia.  Mainor Anet AS operates with the Estonian kroon as its
     functional currency.

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


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

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

Following  is  a  summary  of  segment  information:


<TABLE>
<CAPTION>
                                              THREE  MONTHS  ENDED     SIX  MONTHS  ENDED
                                                    JUNE  30,               JUNE  30,
                                          --------------------------  ---------------------
                                              2000          1999        2000        1999
                                          -------------  -----------  --------  -----------
                                                         (RESTATED)              (RESTATED)
<S>                                       <C>            <C>          <C>       <C>
      Net Revenue:
        United States-Corporate           $      15,855  $         -  $ 31,815  $      -
        Estonia-Internet services                99,312            -    99,312         -
        United States-Travel services            42,696            -    42,696         -
                                          -------------  -----------  --------  --------

          Total net revenue               $     157,863  $         -  $173,823  $      -
                                          =============  ===========  ========  ========


      Loss from operations:
        United States-Corporate           $     146,433  $   275,567  $281,447  $780,402
        Estonia-Internet services                11,909            -    11,909         -
        United States-Travel services            12,770            -    12,770         -
                                          -------------  -----------  --------  --------

          Total loss from operations      $     171,112  $   275,567  $306,126  $780,402
                                          =============  ===========  ========  ========



                                                            JUNE 30,  DECEMBER 31,
                                                              2000        1999
                                                         -----------  -------------
      Assets:
        United States-Corporate                          $   138,489  $118,425
        Estonia-Internet services                            466,791         -
        United States-Travel services                         97,698         -
        Estonia-Discontinued operations                      140,973   145,954
                                                         -----------  --------

          Total assets                                   $   843,951  $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.


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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.   Through our subsidiary, Anet Eesti
AS,  an  Estonian  corporation,  we are negotiating the purchase of IP Telephony
equipment and we are negotiating with potential business customers that have the
appropriate  level  of  telephone  usage.

     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.

     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  $500,000  in revenue to our consolidated income statement and
will set the stage for additional acquisitions in the e-commerce area 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  $7,000 to $8,000 per month and has not increased our advertising costs.   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.


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     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.

     In  July 2000, we acquired an Internet solutions company, Andevis, Ltd., an
Estonian  corporation.  Andevis  is  a  provider  of  Internet  and  e-commerce
solutions,  as  well  as  database solutions, to its European clients.   Andevis
employs  15  experienced  programmers,  and  includes  the designation of Oracle
certified  specialist  among  its  capabilities.   Andevis  has been in business
since  1992.

     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.


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  six months ended June 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 six months ended June 30, 2000 we had
a  net  loss  of  $293,837 and for the year ended December 31 1999, we had a net
loss  of  $1,141,821.


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     Additionally, we had negative cash flows from operations of $302,357 during
the six months ended June 30, 2000, and $440,781 for the year ended December 31,
1999.   These  factors  along  with am accumulated deficit of $3,114,654 at June
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
approximately  91%  of  our  total  net loss for the three months ended June 30,
2000.

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


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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  crowed  in  the  future.

RESULTS  OF  OPERATIONS

Six  Months  Ended  June  30,  2000 as Compared to the Six Months Ended June 30,
1999:

     During  the  six  months  ended June 30, 2000, our revenues from continuing
operations  were  $157,863 as compared to zero for the six months ended June 30,
1999.  The  increase  was  due  primarily  to  the  acquisitions  of
www.FlamingoTravel.net  and  Anet  Eesti  AS.

     During  the  six  months  ended  June  30,  2000  selling,  general  and
administrative  costs increased by approximately $210,000 as compared to the six
months ended June 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.

     During  the  six  months  ended June 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.
In  the  six  months  ended  June  30,  1999  we  had  significant  issuances of
compensatory  stock  options  and  stock  issuances  that resulted in charges to
expense  totaling  $400,850.  As  the  Company  becomes  more  established,  it
anticipates  fewer  issuances  of  common  stock  and  options for compensation.

     Interest  expense  for  the  six  months  ended  June  30, 2000 was $184 as
compared  to  $224,814 for the six months ended June 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 six months ended June 30, 2000 we had a net loss of $293,837 as
compared  to a net loss of $742,298 in the six months ended June 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.


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LIQUIDITY  AND  CAPITAL  RESOURCES

     At  June  30,  2000  we  had  cash  resources of approximately $256,209. We
estimate  that  during  the  second half 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  June 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.


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     In  April  2000, we issued 16,000 shares of common stock to one employee as
compensation  for  services  rendered that we valued at $8,000.   We also issued
250,000  shares  of  common  stock  to  the  former  owners  of Anet Eesti AS in
connection  our  acquisition  of Anet Eesti AS which we valued at $203,125. This
transaction was a private placement made in reliance on Section 4(2) of the Act.



     In June, 2000, we sold 1,000,000 shares of common stock to one investor for
$200,000  in  cash.   We  also granted this investor an option to purchase up to
1,000,000  shares  of common stock. This option is immediately exercisable at an
exercise  price  of  $.38  per  share and expires in June 2003.   We valued this
transaction  at  $270,000.  This  transaction  was  a  private placement made in
reliance  on  Section  4(2)  of  the  Act.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

EXHIBIT
NO.

10.1    Transaction  document for the sale of EIP.  Incorporated by reference to
        Form  8-K  filed  August  9,  2000.
10.2    Transaction  document  the  acquisition  of Anet  Eesti AS (formerly, AS
        Mainor Anet) Incorporated by reference to Form 8-K filed April 18, 2000.
10.3    Transaction  document  for  acquisition  of  www.  FlamingoTravel.net.
        Incorporated  by  reference  to  Form  8-K  filed  May  8,  2000.
10.4    Transaction  document  for  acquisition of Andevis Ltd. Incorporated by
        reference  to  Form  8-K  filed  July  17,  2000.
27.1    Financial  Data  Schedule

(B)  REPORTS  ON  FORM  8-K

On  April  18, 2000, we filed a report on Form 8-K dated April 6, 2000 reporting
Item.  2.  Acquisition  of  Assets.

On  May  8,  2000,  we filed a report on Form 8-K dated April 27, 2000 reporting
Item.  2.  Acquisition  of  Assets.


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                                   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, 2000    By:  /s/  Alex  Genin
                          Alex  Genin
                          Chief  Executive  Officer



                          _____________________________
Date:  August 14, 2000    By:  /s/  Joselito  H.  Sangel
                          Joselito  H.  Sangel
                          Vice  President  of  Finance


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