UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

(MARK ONE)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.

FOR THE FISCAL QUARTER ENDED MARCH 31, 2004

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM         TO

                          COMMISSION FILE NO. 000-26271

                        FIRST CAPITAL INTERNATIONAL, INC.
              (Exact Name of Small Business Issuer in its Charter)


           DELAWARE                           3571               76-0582435
  (State or Other Jurisdiction   Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number Identification No.)


                          5120 WOODWAY
                           SUITE 9000
                          HOUSTON, TEXAS                            77056
(Address and telephone number of Principal Executive Offices)     (Zip Code)


                                 (713) 629-4866
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchanged Act 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 [_]

Number of shares outstanding as of the close of business on May 13, 2004:

                   TITLE OF CLASS          NUMBER OF SHARES OUTSTANDING
          -------------------------------  ----------------------------
          Common Stock, $0.001 par value.           92,411,432


  Transitional Small Business Disclosure Format (Check one):   Yes [X]  No [_]


<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

     Item 3.   Controls  and  Procedures

                         PART  II  -  OTHER  INFORMATION

     Item 2.   Changes  in  Securities

     Item 5.   Other Events

     Item 6.   Exhibits  and  Reports  on  Form  8-K

     SIGNATURES


<PAGE>
                       PART  I  -  FINANCIAL  INFORMATION


ITEM 1.   CONSOLIDATED  FINANCIAL  STATEMENTS




<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________




              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003




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


                                                                         PAGE(S)
                                                                         -------
<S>                                                             <C>
Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheet as of March 31, 2004
    and December 31, 2003                                                  F-3

  Unaudited Consolidated Condensed Statement of Operations
    for the three months ended March 31, 2004 and 2003                     F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Equity for the three months ended March 31, 2004                       F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the three months ended March 31, 2004 and 2003                     F-6

Notes to Unaudited Consolidated Condensed Financial Statements             F-7
</TABLE>


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                          FIRST CAPITAL INTERNATIONAL, INC.
                             CONSOLIDATED BALANCE SHEET
                        MARCH 31, 2004 AND DECEMBER 31, 2003
                                     __________

                                                           MARCH 31,      DECEMBER
                                                              2004        31, 2003
     ASSETS                                               (UNAUDITED)      (NOTE)
     ------                                               ------------  ------------
<S>                                                       <C>           <C>
Current assets:
  Cash and cash equivalents                               $    42,375   $    38,859
  Accounts receivable                                          18,284         4,222
  Inventory                                                   133,785       136,558
                                                          ------------  ------------

    Total current assets                                      194,444       179,639

Office equipment, net                                               -            23
                                                          ------------  ------------

      Total assets                                        $   194,444   $   179,662
                                                          ============  ============

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

Current liabilities:
  Notes payable and current portion of long-term debt     $    86,538   $    87,273
  Notes payable to related parties                            334,269       207,291
  Accounts payable and accrued liabilities                     43,559        70,422
                                                          ------------  ------------

    Total current liabilities                                 464,366       364,986

Long-term debt                                                  8,872         9,660
                                                          ------------  ------------

      Total liabilities                                       473,238       374,646
                                                          ------------  ------------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 92,411,432 shares issued and outstanding       92,411        92,376
  Additional paid-in capital                                6,676,324     6,669,760
  Unissued preferred stock                                    988,874       866,874
  Accumulated deficit                                      (8,026,903)   (7,814,494)
  Subscription receivable                                      (9,500)       (9,500)
                                                          ------------  ------------

      Total stockholders' deficit                            (278,794)     (194,984)
                                                          ------------  ------------

        Total liabilities and stockholders' deficit       $   194,444   $   179,662
                                                          ============  ============
</TABLE>


Note:  The consolidated balance sheet at December 31, 2003 has been derived from
the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.


              The accompanying notes are an integral part of these
              unaudited consolidated condensed financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   __________

                                                 MARCH 31,     MARCH 31,
                                                    2004          2003
                                                ------------  ------------
<S>                                             <C>           <C>
Revenue:
  System sales                                  $    19,700   $    53,656
  Merchandise sales                                   4,207         8,943
                                                ------------  ------------

    Total revenue                                    23,907        62,599
                                                ------------  ------------

Costs and expenses:
  Cost of systems                                    10,201        35,287
  Cost of merchandise sold                            4,749         5,750
  Operating and general expenses                    204,725       171,646
  Stock and option based compensation                 6,300        23,111
  Research and development                                -        18,989
  Depreciation expense                                   23           230
                                                ------------  ------------

    Total costs and expenses                        225,998       255,013
                                                ------------  ------------

Loss from operations                               (202,091)     (192,414)

Other income (expense):
  Interest income                                         2            42
  Interest expense                                  (10,320)       (2,450)
                                                ------------  ------------

    Other income (expense), net                     (10,318)       (2,408)
                                                ------------  ------------

Loss from continuing operations                    (212,409)     (194,822)

Discontinued operations-loss from operation of
  discontinued business segments                          -        (2,190)
                                                ------------  ------------

Net loss                                        $  (212,409)  $  (197,012)
                                                ============  ============

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

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

Weighted average shares outstanding              92,458,740    91,148,810
                                                ============  ============
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                                FIRST CAPITAL INTERNATIONAL, INC.
                           UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                            __________

                                                                                                                         TOTAL
                                                                 ADDITIONAL    UNISSUED    SUBSCRIP-                     STOCK-
                                              COMMON     STOCK     PAID-IN    PREFERRED       TION       ACCUMULATED    HOLDERS
                                              SHARES    AMOUNT     CAPITAL      STOCK      RECEIVABLE      DEFICIT       EQUITY
                                            ----------  -------  -----------  ----------  ------------  -------------  ----------
<S>                                         <C>         <C>      <C>          <C>         <C>           <C>            <C>
Balance at December 31, 2003                92,376,432  $92,376  $ 6,669,760  $  866,874  $    (9,500)  $ (7,814,494)  $(194,984)

Cash received for unissued preferred stock           -        -            -     122,000            -              -     122,000

Common stock issued for cash                    15,000       15          285           -            -              -         300

Common stock issued for services                20,000       20        1,379           -            -              -       1,399

Compensatory stock options issued to
  officers and employees                             -        -        4,900           -            -              -       4,900

Net loss                                             -        -            -           -            -       (212,409)   (212,409)
                                            ----------  -------  -----------  ----------  ------------  -------------  ----------

Balance at March 31, 2004                   92,411,432  $92,411  $ 6,676,324  $  988,874  $    (9,500)  $ (8,026,903)  $(278,794)
                                            ==========  =======  ===========  ==========  ============  =============  ==========
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   __________

                                                         MARCH 31,    MARCH 31,
                                                           2004         2003
                                                        -----------  -----------
<S>                                                     <C>          <C>
Cash flows from operating activities:
  Net loss                                              $ (212,409)  $ (197,012)
  Adjustment to reconcile net loss to net cash used in
    operating activities                                   (32,618)      14,514
                                                        -----------  -----------

    Net cash used in continuing operations                (245,027)    (182,498)
    Net cash used in discontinued operations                     -       (1,144)
                                                        -----------  -----------

      Net cash used in operating activities               (245,027)    (183,642)
                                                        -----------  -----------

Cash flows from financing activities:
  Proceeds from notes payable and long-term debt           126,978      122,845
  Proceeds from sale of common and preferred stock         122,300        3,700
  Payments on notes payable and long-term debt                (735)      (4,291)
                                                        -----------  -----------

    Net cash provided by continuing operations             248,543      122,254
    Net cash used in discontinued operations                     -            -
                                                        -----------  -----------

      Net cash provided by financing activities            248,543      122,254
                                                        -----------  -----------

Effects of exchange rate changes on cash:
  Continuing operations                                          -            -
  Discontinued operations                                        -          397
                                                        -----------  -----------

    Total effect of exchange rate changes on cash                -          397
                                                        -----------  -----------

Net increase (decrease) in cash and cash equivalents         3,516      (60,991)

Cash and cash equivalents, beginning of period              38,859       70,422
                                                        -----------  -----------

Cash and cash equivalents, end of period                $   42,375   $    9,431
                                                        ===========  ===========


Supplemental disclosure of cash flow information:

  Cash paid for interest                                $    3,288   $        -
                                                        ===========  ===========

  Cash paid for income taxes                            $        -   $        -
                                                        ===========  ===========
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


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

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial information and with the instructions to Form 10-QSB and
     Article  10  of Regulation S-B. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  three  month periods ended March 31, 2004 and 2003 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,  2003 and 2002. Accordingly, the Company's
     audited  financial  statements  should  be  read  in  connection with these
     financial  statements.

2.   CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES
     ----------------------------------------------

     The  preparation of these financial statements requires the Company to make
     estimates  and  judgments  that  affect  the  reported  amounts  of assets,
     liabilities,  revenue  and  expenses,  and related disclosure of contingent
     assets  and  liabilities.  On  an  ongoing basis, the Company evaluates its
     estimates.  The Company bases its estimates on historical experience and on
     various  other  assumptions  that  are  believed to be reasonable under the
     circumstances.  These  estimates and assumptions provide a basis for making
     judgments  about the carrying values of assets and liabilities that are not
     readily  apparent  from other sources. Actual results may differ from these
     estimates  under different assumptions or conditions, and these differences
     may  be  material.

     The  Company believes the following critical accounting policies affect its
     more  significant  judgments  and  estimates used in the preparation of its
     consolidated  financial  statements.

     REVENUE  RECOGNITION

     We  generate  revenue  from  two  major sources, merchandise sales over the
     internet  and  VIP  Systems(TM)  sales.  Internet  merchandise  sales  are
     recognized  at  the  time  the  merchandise  is  shipped from our facility.
     Revenue from VIP Systems(TM) sales is recognized at the time of delivery to
     the  customer.

     STOCK-BASED  COMPENSATION

     We  recognize  stock  based compensation costs for our stock based employee
     compensation  plans  using  the  intrinsic value based method of accounting
     prescribed  by  Accounting  Principles  Board  ("APB")  Opinion  No.  25,
     "Accounting  for  Stock  Issued  to  Employees".  The  Company accounts for
     compensation  cost for stock options. Because we issue a significant number
     of  stock  options  to  employees,  use  of  the  intrinsic value method of
     accounting  for  stock  based compensation reduces the compensation expense
     that is reflected in our financial statements as compared to the fair value
     based  method  encouraged by Statement of Financial Accounting Standard No.
     123,  "Accounting  for  Stock-Based  Compensation".


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


3.   GOING  CONCERN  CONSIDERATION
     -----------------------------

     Since  the  Company  began  operations,  it  has been dependent on debt and
     equity  raised from individual investors and related parties to sustain its
     operations.  During the years ended December 31, 2003 and 2002, the Company
     incurred  net  losses of $(784,050) and $(1,145,415), respectively, and had
     negative  cash  flows  from  operations  of $(587,354) and $(801,327). Such
     losses  and  negative  cash flows from operations have continued during the
     three  months  ended  March 31, 2004. These factors raise substantial doubt
     about  the  Company's  ability  to  continue  as  a  going  concern.

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

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

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

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

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

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

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


3.   DISCONTINUED  OPERATIONS
     ------------------------

     Following  is  summary  results of operations information for the Company's
     discontinued  segments  for  the  three  months  ended  March  31,  2003:

<TABLE>
<CAPTION>
     THREE MONTHS ENDED MARCH 31, 2003 SUMMARY RESULTS OF OPERATIONS INFORMATION
     ---------------------------------------------------------------------------

                                                                           TGK
                                                                        --------
<S>                                                                     <C>
     Service revenue                                                    $11,691
                                                                        --------
     Costs and expenses:
       Operating and general expenses                                     6,296
       Supplies and materials                                             6,183
       Depreciation expense                                               1,402
                                                                        --------

         Total costs and expenses                                        13,881
                                                                        --------

     Loss from discontinued operations                                  $(2,190)
                                                                        ========
</TABLE>


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


4.   FEDERAL  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.


5.   STOCKHOLDERS'  EQUITY
     ---------------------

     During the quarter ended March 31, 2004, the Company received an investment
     of  $122,000 from United Capital Group for preferred stock that has not yet
     been  issued. The investment brings United Capital Group's total investment
     in unissued preferred stock to $708,874. United Capital Group is controlled
     by  Alex  Genin,  the Company's chief executive officer. During the quarter
     ended  March 31, 2004, United Capital also made a loan to the Company under
     an  $80,000  promissory note bearing interest of 6% and due March 11, 2005.
     This  note  is  un-collateralized.


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

          FORWARD-LOOKING  STATEMENT  AND  INFORMATION

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

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

          CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

          The  Company's  discussion and analysis of its financial condition and
          results  of  operations  are  based  upon  its  consolidated financial
          statements,  which  have  been  prepared  in accordance with generally
          accepted  accounting  principles in the United States. The preparation
          of  these  financial statements requires the Company to make estimates
          and judgments that affect the reported amounts of assets, liabilities,
          revenue  and expenses, and related disclosure of contingent assets and
          liabilities. On an ongoing basis, the Company evaluates its estimates.
          The  Company  bases  its  estimates  on  historical  experience and on
          various other assumptions that are believed to be reasonable under the
          circumstances.  These  estimates  and  assumptions provide a basis for
          making  judgments  about the carrying values of assets and liabilities
          that  are  not readily apparent from other sources. Actual results may
          differ from these estimates under different assumptions or conditions,
          and  these  differences  may  be  material.

          The Company believes the following critical accounting policies affect
          its  more  significant judgments and estimates used in the preparation
          of  its  consolidated  financial  statements.

          REVENUE  RECOGNITION

          We  generate revenue from two major sources, VIP Systems(TM) sales and
          merchandise  sales  over  the  internet.  Revenue from VIP Systems(TM)
          sales  is recognized at the time of delivery to the customer. Internet
          merchandise  sales  are  recognized  at  the  time  the merchandise is
          shipped  from  our  facility.


<PAGE>
          STOCK-BASED  COMPENSATION

          We  recognize  stock  based  compensation  costs  for  our stock based
          employee  compensation plans using the intrinsic value based method of
          accounting  prescribed  by Accounting Principles Board ("APB") Opinion
          No.  25,  "Accounting  for  Stock  Issued  to  Employees". The Company
          accounts  for  compensation  cost for stock option. Because we issue a
          significant number of stock options to employees, use of the intrinsic
          value  method  of  accounting for stock based compensation reduces the
          compensation  expense that is reflected in our financial statements as
          compared  to  the  fair  value based method encouraged by Statement of
          Financial  Accounting  Standard  No.  123, "Accounting for Stock-Based
          Compensation".

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

          INTRODUCTION

          First  Capital  International,  Inc.  is  engaged  in the development,
          production  and sale of remote management control, home automation and
          video  surveillance  systems; and it is our intent to grow through the
          continued  development  and  marketing  of  this  new  and  innovative
          technology.

          In  October  2001  we  filed  a  US  patent  application  for  our VIP
          Systems(TM)  with  fully  integrated  software/hardware  and  began
          assembling units for Beta testing. On September 30, 2003 we received a
          patent  #  US  6,628,510  for  our  VIP  Systems(TM).

          In  February 2003 and 2004, we participated in the Hi-Fi Show, a major
          electronics show hosted in Moscow. This show allowed us to demonstrate
          the  capabilities  of  our  VIP  Systems(TM) to the Russian market. We
          started shipping VIP System(TM) products to our new dealers in Russia.
          As  a  result  of  extensive  marketing  efforts,  we also established
          dealership  in Riga, Latvia and Tallinn, Estonia; as well as signed an
          agreement with Chimmashexport (leading Russian export organization) to
          market our industrial product line through their marketing channels in
          the  CIS  countries.  Currently,  we  are  considering  an  additional
          dealership  in UK, Romania, Turkey and Ukraine. Each of our dealers is
          obligated  to purchase a demo system that could lead to more sales. We
          are  actively  developing  marketing contacts in Europe and evaluating
          new  sales/distribution  avenues  for  our  business  model.

          We have adapted our VIP Systems(TM) to conform to our understanding of
          this  market. Based on our understanding, we will introduce our system
          as  a  turn-key  "all  options  included"  package.  Although our "all
          options  included"  package  is  a new approach in the Home Automation
          market,  we believe our system has been well received and may allow us
          to  position  ourselves  as  a  leader  in  home  automation.

          During  the  second  half of 2003 we have developed a state-of-the-art
          set-top  box  Home  Entertainment  Center. This device offers complete
          audio,  video  and  home  automation  experience  at a very affordable
          price.  Set-top  boxes  are  the  fastest  growing market for consumer
          electronic  appliances  with  estimated  (by Parks Associates) over 20
          million units to be sold by 2008. At present time we submitted our new
          home  entertainment  device  to  several  major  US  corporations  for
          evaluation  of  possible  joint  market  efforts.

          During  spring  2004  we  have  successfully  completed testing of our
          set-top  box  through Procter & Gamble Consumer Focus Group. This will
          enable  us to market this device further to the Fortune 500 companies.
          We  are  currently working with Procter & Gamble to accept this device
          as  a  unique  marketing  tool  for  their  products.

          We  also  developed  an  Industrial  Security  Solution  for  complex
          industrial  projects  including  projects  related  to the oil and gas
          industry.  This  Solution  allows  monitoring  remote sites, recording
          events  on  video  and exercising full control over any power units at
          the  industrial  site.  The  defense  system  can  also  be used as an
          anti-terrorist  devise  to  preclude  unauthorized  use  of  important
          industrial  equipment  in  case of a takeover attempt. We believe that
          this  Solution  can  be  marketed  through  government


<PAGE>
          agencies,  as  well  as major industrial companies. At present time we
          are  looking  into  possible alliances in order to market this product
          worldwide.

          We  have  filed  an application for a Patent with the US Patent Office
          for use of our technology in a manner that addresses issues of the new
          Air  Sea  Ground  Defense  System ("ASGDS"). This new ASGDS technology
          allows  an air/sea and/or ground control center to actually see inside
          an aircraft or ship when it is still in the air/open sea and allow the
          ground  center  to take control of the respective aircraft/ship in the
          event  of a hijacking attempt or other terrorist attempts to take over
          an  airplane/ship.

          To  build  awareness  and  demand  for  our  VIP  Systems,  we  have
          participated  in  a  number  of  key  trade  shows,  including:

            -  The  House Beautiful Show in Houston, TX in April 2004

            -  The  HiFi  Show  in  Moscow,  Russia  in  February  2003 and 2004

            -  The  Houston  Home  and Garden Show in February 2003, October
               2003 and February  2004

            -  The  CES  Show  in  Las  Vegas,  NV  in  January  2003  and  2004

            -  The  EHX  Show  in  Long  Beach,  CA  in  November  2003

            -  The  High-Tech  Home  2003  in  Moscow,  in  November  2003

            -  The  International  Builders  Show  in  Las  Vegas, NV in January
               2003

            -  The  NextGen  House  Project in Las Vegas, NV in January-February
               2003

            -  The  Electronic  House  Expo  in  Orlando,  FL  in  February
               2003

          We have attended the CeBIT show, one of the major European electronics
          shows  in  Hannover,  Germany in March 2004, as a Member of the United
          States Department of Commerce Exhibitor's Pavilion. At the Show we had
          several meetings with prospective dealers from various countries. As a
          result of these meetings, we are currently in negotiations to open new
          dealerships  in  Europe  and  Middle  East.

          We  recently announced opening of the new dealership in Kazakhstan, an
          oil  rich  Republic  in the Central Asian region. We believe that this
          will  enable  our  company to introduce our product line to the region
          with  outstanding  potential  in  the  future.

          Through  our  Moscow  Dealer  we  recently  got  a contract with major
          Russian  Trawl Fleet Company to install video surveillance system with
          teleconference  capabilities.  This unique combination will open a new
          market  application  for  our  product line. We believe that the final
          installation  and  testing for this pilot project will be completed by
          the  end  of  June  2004.

          The Company recently awarded dealership to VIP Distribution LLC in New
          York, NY. This dealer with the state-of-the-art showroom in the center
          of  Manhattan  can  bring good exposure for our products among upscale
          New  York  customers.  As  a result of our marketing activities in New
          York  City,  we  received  a contract to open a showroom in the luxury
          Oceana  Avenue condominium complex in Brooklyn, NY with over 800 units
          in  June  2004.  This  contract  presents  an  outstanding  marketing
          opportunity  for  our  company.

          We  have  discontinued  operation  of  all  our  web  sites,  with the
          exception  of  our 3D shopping mall, www.plazaroyal.com. Our web sites
          were  once  a  central  focus  of our U.S. operation; however, we have
          changed our focus to home automation and we have shifted our resources
          to  this  promising  technology.

          References  to  First  Capital International, Inc. in this Form 10-QSB
          include  First  Capital  International,  Inc.  and  our  wholly-owned
          subsidiaries,  as  follows:


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            -  VIP  Systems,  Inc.,  which  is  a  home  automation  firm.

            -  Ranger  Car  Care  Corporation,  which  is  dormant.


          ANALYSIS  OF  FINANCIAL  CONDITION

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

          GOING  CONCERN  ISSUE

          Since  we  began operations, we have been dependent on debt and equity
          raised  from  individual  investors and related parties to sustain our
          operations. We incurred net losses of $212,409 and $197,012 during the
          three  months  ended  March  31,  2004  and 2003, respectively. We had
          negative  cash  flows  from operations of $245,027 and $183,642 during
          the  three months ended March 31, 2004 and 2003. These factors and our
          history  of recurring losses raise substantial doubt about our ability
          to  continue  as  a  going concern. Our long-term viability as a going
          concern  is  dependent  upon  three  key  factors  as  follows:

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

            -  Our  ability  to  acquire  or  internally  develop  viable
               businesses

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

          As  a result of these potential liquidity problems, our auditors, Ham,
          Langston  &  Brezina,  L.L.P.  have  added an explanatory paragraph in
          their  opinion on our audited financial statements for the years ended
          December  31,  2003 and 2002, indicating that substantial doubt exists
          about  our  ability  to  continue  as  a  going  concern.

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

          Recurring  losses  have  resulted  in  an  accumulative  deficit  of
          $8,026,903  at  March  31,  2004, and $7,814,494 at December 31, 2003.
          Revenues  from  continuing operations for the three months ended March
          31,  2004  were  $23,907 compared to revenues of $62,599 for the three
          months  ended  March 31, 2003. The decrease in our revenue is a direct
          result  of  lower  sales of our home automation systems. Losses in the
          three months ended March 31, 2004 and 2003 were attributable primarily
          to  the early stage of our business. We believe that our revenues will
          increase,  and  that we will ultimately be profitable, although we can
          provide  no  assurance  that  profitability  will  occur.

          COMPETITION

          There  are approximately three major competitors that are presently in
          the  home  automation  industry.  Many  of  our  competitors  are more
          established companies with substantially greater capital resources and
          have substantially greater marketing capabilities than us. We can give
          no assurances that we will be able to successfully compete. We believe
          that  VIP  Systems(TM)  is  more integrated and has more functionality
          than  other  products  on  the  home  automation  market. Comparing to
          similar units manufactured by Crestron Electronics, Inc., HAI and ELAN
          Home  Systems,  Inc.,  VIP  Systems(TM)  is  more  affordable  for
          distributors  and general public. All these factors give First Capital
          a  competitive  advantage in comparison with other similar products on
          the market, although we anticipate that the number of competitors will
          increase  in  the  future.


<PAGE>
          RESULTS  OF  OPERATIONS

          As  of  March  31,  2004, as part of our plan to transition out of the
          telecommunications  business  and  to  focus  on  home  automation
          technology,  we  completed  our  divestiture  of  our  four  overseas
          subsidiaries  as  follows:

            -  In  September  2003, we sold TGK-Link back to the management, who
               agreed to return 50,000 shares of our common stock and pay $2,500
               in  cash.

            -  In  2002,  we  sold  Andevis  AS  back  to  the  management,  who
               agreed  to  return  254,270 shares of our common stock, to forego
               the  exercise  of  their  scheduled  stock  option  and to retain
               100,000  shares  of  the  common  stock we originally tendered to
               acquire  Andevis  as  nominal  consideration.

            -  In  2002,  we  sold  Anet  Eesti  to  an  independent third party
               for  nominal  consideration.

            -  In  2002,  we  also  decided  not  to  exercise  our  option  to
               acquire  the remaining 49% of UAB Mediafon, and thereby, maintain
               our  51%  interest  in  UAB  Mediafon.

          Sale  of  subsidiaries  allowed  us  to  divest  ourselves  from  the
          telecommunications  business.


          THE  THREE MONTHS ENDED MARCH 31, 2004 AS COMPARED TO THE THREE MONTHS
          ENDED  MARCH  31,  2003

          During  the  three  months  ended  March  31,  2004, our revenues from
          continuing  operations  were  $23,907  as  compared to $62,599 for the
          three  months  ended  March  31,  2003.

          During  the  three  months ended March 31, 2004, operating and general
          expenses increased by $33,079 or 19% up to $204,725 as compared to the
          three  months  ended  March  31, 2003. This increase was the result of
          business  development  in  our  home  automation  business.

          Depreciation  expense was insignificant in both the three months ended
          March  31,  2004  and  2003.

          During the three months ended March 31, 2004 and 2003 we had stock and
          option based compensation of $6,300 and $23,111 due to the issuance or
          sale of common stock at a below market prices. These sales resulted in
          charges  to  compensation expense for the difference between the sales
          price  and  the  market  price  at  the  date  of  sale.

          Research  and development expense for the three months ended March 31,
          2003 was $18,989 as a result of the emphasis on development of our VIP
          Systems(TM)  in  2003.

          During  the  three  months  ended March 31, 2004, we had a net loss of
          $212,409  as  compared  to  a net loss of $197,012 in the three months
          ended  March  31,  2003.

          LIQUIDITY  AND  CAPITAL  RESOURCES

          As  of  March  31, 2004, we had cash resources of $42,375. We estimate
          that  during  three months ending June 30, 2004, our cash requirements
          will  be  approximately  $150,000,  or  $50,000  per  month. We do not
          presently believe that we will have positive cash flow from operations
          in  2004 unless our revenue-producing operations expand significantly.
          Such  an  expansion  of  operations  would  require  that  we  raise a
          substantial  amount of capital (cash) through the sale of our stock or
          through borrowing. Such sales of our common stock would continue until
          cash  flow  from  operations  was  adequate  to  fund our ongoing cash
          requirements.  Although we plan to obtain additional financing through
          the sale of our common stock and by obtaining debt financing, there is
          no  assurance  that  capital will be available from any source, or, if
          available,  upon  terms  and  conditions  acceptable  to  us.


<PAGE>
          We currently have no material commitments for capital expenditures for
          our  U.S.  operations.  We  anticipate that the following expenditures
          will  be  made  in 2004 if funds are available: $250,000 for continued
          development  of  our  home  automation  business;  and  $100,000  for
          marketing  expenses.

          During  the  three  months  ended  March  31,  2004,  we  received
          approximately  $120,000  in  cash  for  unissued  preferred  stock.

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


ITEM 3.   CONTROLS  AND  PROCEDURES

          Alex  Genin,  our  Chief  Executive  Officer  and  also  acting  Chief
          Financial  Officer,  has  concluded  that  our disclosure controls and
          procedures  are  appropriate  and  effective.  He  has evaluated these
          controls and procedures as of a date within 90 days of the filing date
          of  this  report  on Form 10-QSB. There were no significant changes in
          our  internal  controls  or  in other factors that could significantly
          affect  these  controls  subsequent  to  the date of their evaluation,
          including  any  corrective  actions  with  regard  to  significant
          deficiencies  and  material  weaknesses.



                           PART II - OTHER INFORMATION


ITEM 2.   CHANGES IN SECURITIES

          During  the  three  months  ended  March  31,  2004,  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 was knowledgeable about the Company's operations and financial
          condition.

          During  the three months ended March 31, 2004, we issued 35,000 shares
          of  our common stock to our employees: 20,000 shares as a compensation
          for  services  and 15,000 shares for cash, totaling approximately $300
          (the  market  value for these issuances ranged from $0.07 to $0.11 per
          share).  These  sales  resulted in charges to compensation expense for
          the  difference  between  the  sales price and the market price at the
          date  of  sale.

          During  the  three  months ended March 31, 2004, we granted options to
          purchase  up  to 2,570,000 shares of common stock to our employees and
          directors.  These  options  are immediately exercisable at an exercise
          price  ranged from $0.03 to $0.12 per share and expire on February 17,
          2005  and  July  12,  2005.  We  valued  this  transaction  at $4,900.

          During  the  three months ended March 31, 2004, we canceled options to
          purchase  up  to  4,950,000  shares  of common stock to our employees,
          directors  and  investors  due  to  current market conditions. Another
          option  to  purchase  up  to  300,000  shares  of  common stock to our
          investor  has  expired  on  March  3,  2004.

          These transactions were private placements made in reliance on Section
          4(2)  of  the  Act.


ITEM 5.   OTHER EVENTS

          The  Board  has not adopted a formal policy with regard to the process
          to  be  used  for identifying and evaluating nominees for director. At
          this  time, the consideration of candidates for the Board of Directors
          is  in  the  Board's discretion, which we believe is adequate based on
          the  size  of  the  Company  and  each  current  board  member's
          qualifications.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (A)  EXHIBITS

          Exhibit  31.1  -  Certification  of  Chief  Executive Officer of First
          Capital International, Inc. required by Rule 13a - 14(1) or Rule 15d -
          14(a)  of  the Securities Exchange Act of 1934, as adopted pursuant to
          Section  302  of  the  Sarbanes-Oxley  Act  of  2002.

          Exhibit  31.2  -  Certification  of  Chief  Financial Officer of First
          Capital International, Inc. required by Rule 13a - 14(1) or Rule 15d -
          14(a)  of  the Securities Exchange Act of 1934, as adopted pursuant to
          Section  302  of  the  Sarbanes-Oxley  Act  of  2002.

          Exhibit  32.1  -  Certification  of  Chief  Executive Officer of First
          Capital  International,  Inc.  pursuant  to  Section  906  of  the
          Sarbanes-Oxley  Act  of  2002  and  Section  1350  of  18  U.S.C.  63.

          Exhibit  32.2  -  Certification  of  Chief  Financial Officer of First
          Capital  International,  Inc.  pursuant  to  Section  906  of  the
          Sarbanes-Oxley  Act  of  2002  and  Section  1350  of  18  U.S.C.  63.


          (B)  REPORTS  ON  FORM  8-K

          None

          SIGNATURES

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


          First Capital International, Inc.


          Date:  May 13, 2004     By:  /s/ Alex Genin
                                  Alex Genin
                                  Chief Executive Officer,
                                  Acting Chief Financial Officer


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