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 JUNE 30, 2007

                                       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 of      Primary Standard         (I.R.S. Employer
 Incorporation or Organization)  Industrial Classification   Identification No.)
                                       Code Number

                        5120 WOODWAY
                         SUITE 9024
                        HOUSTON, TEXAS                              77056
(Address and telephone numberof 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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Number of shares outstanding as of the close of business on July 18, 2007:

         TITLE OF CLASS                        NUMBER OF SHARES OUTSTANDING
Common  Stock,  $0.001  par  value.                     33,138,671
-----------------------------------          ---------------------------------
 Transitional Small Business Disclosure Format (Check one):  Yes [ ] No [X]


<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION


<S>                                                                  <C>
Item 1. Financial Statements - please see financial statements
        beginning on page F-1 . . . . . . . . . . . . . . . . . . .  F-1

Item 2. Management's Discussion and Analysis or Plan of Operations. .  1

Item 3. Controls and Procedures . . . . . . . . . . . . . . . . . . . .8

                          PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds . .8

Item 3. Default Upon Senior Securities. . . . . . . . . . . . . . . . .9

Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . .  9

SIGNATURES
</TABLE>


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                        FIRST CAPITAL INTERNATIONAL, INC.

                                   ----------


              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006


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

                                   ----------

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

  Consolidated Condensed Balance Sheets as of June 30, 2007
    and December 31, 2006                                             F-3

  Unaudited Consolidated Condensed Statements of Operations
    for the three months and six months ended June 30, 2007 and 2006  F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Deficit for the six months ended June 30, 2007                    F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the six months ended June 30, 2007 and 2006                   F-6

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


                                     F-2
<PAGE>
<TABLE>
<CAPTION>
                           FIRST CAPITAL INTERNATIONAL, INC.
                              CONSOLIDATED BALANCE SHEETS
                          JUNE 30, 2007 AND DECEMBER 31, 2006

                                       ----------


                                                            JUNE 30,      DECEMBER 31,
                                                              2007            2006
                                                           (UNAUDITED)     (AUDITED)
                                                          -------------  --------------
ASSETS
------
<S>                                                       <C>            <C>
Current assets:
  Cash and cash equivalents                               $     10,286   $      95,138
  Accounts receivable                                           49,130           2,729
  Employee receivables                                          17,077          12,851
  Due from related parties                                       7,868          19,863
  Inventory                                                     39,384          42,765
                                                          -------------  --------------

    Total assets                                          $    123,745   $     173,346
                                                          =============  ==============


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

Current liabilities:
  Notes payable                                           $    135,003   $      81,349
  Accounts payable and accrued liabilities                     162,868         125,447
  Current portion of notes payable to related parties          260,400         382,473
  Convertible notes payable                                    500,000         500,000
  Deferred revenue                                             204,109         204,109
                                                          -------------  --------------

    Total current liabilities                                1,262,380       1,293,378

Notes payable to related parties, non-current                  468,161         275,088
                                                          -------------  --------------

      Total liabilities                                      1,730,541       1,568,466
                                                          -------------  --------------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock, $0.001 par value; 20,000,000 shares
    authorized; 4,500,000 shares issued and outstanding          4,500           4,500
  Common stock, $0.001 par value; 200,000,000 shares
    authorized; 33,138,671 shares issued and outstanding        33,139          32,799
  Additional paid-in capital                                 9,057,332       8,782,753
  Accumulated deficit                                      (10,692,702)    (10,208,047)
  Subscription receivable                                       (9,065)         (7,125)
                                                          -------------  --------------

      Total stockholders' deficit                           (1,606,796)     (1,395,120)
                                                          -------------  --------------

        Total liabilities and stockholders' deficit       $    123,745   $     173,346
                                                          =============  ==============
</TABLE>


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


                                     F-3
<PAGE>
<TABLE>
<CAPTION>
                             FIRST CAPITAL INTERNATIONAL, INC.
                UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006

                                        ----------


                                       THREE MONTHS ENDED               SIX MONTHS ENDED
                                            JUNE 30,                        JUNE 30,
                                      2007            2006            2007            2006
                                 --------------  --------------  --------------  --------------
<S>                              <C>             <C>             <C>             <C>
Revenue:
  System sales                   $      62,458   $      23,992   $     199,246   $     125,574
  Merchandise sales                          -           2,205               -           4,562
                                 --------------  --------------  --------------  --------------

    Total revenue                       62,458          26,197         199,246         130,136
                                 --------------  --------------  --------------  --------------

Costs of sales:
  Cost of systems                       36,986          15,821         116,621          39,014
  Cost of merchandise sold                   -             571               -           1,225
                                 --------------  --------------  --------------  --------------

    Total cost of sales                 36,986          16,392         116,621          40,239

Gross Margin                            25,472           9,805          82,625          89,897

Selling, general and
  administrative expenses              180,419         193,064         535,828         406,814
                                 --------------  --------------  --------------  --------------


Loss from operations                  (154,947)       (183,259)       (453,203)       (316,917)
                                 --------------  --------------  --------------  --------------

Other income (expense):
  Interest income                            -               -               -               -
  Interest expense                     (16,039)        (26,022)        (31,452)        (45,802)
                                 --------------  --------------  --------------  --------------

    Other income (expense), net        (16,039)        (26,022)        (31,452)        (45,802)
                                 --------------  --------------  --------------  --------------

Net loss                         $    (170,986)  $    (209,281)  $    (484,655)  $    (362,719)
                                 ==============  ==============  ==============  ==============

Basic and diluted net loss per
  common share                   $       (0.01)  $       (0.01)  $       (0.01)  $       (0.01)
                                 ==============  ==============  ==============  ==============

Weighted average shares
outstanding                         32,943,506      31,914,844      32,903,533      31,599,527
                                 ==============  ==============  ==============  ==============
</TABLE>


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


                                     F-4
<PAGE>
<TABLE>
<CAPTION>
                                               FIRST CAPITAL INTERNATIONAL, INC.
                             UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                            FOR THE SIX MONTHS ENDED JUNE 30, 2007

                                                          ----------


                                PREFERRED STOCK       COMMON STOCK                                                  TOTAL
                                                                       ADDITIONAL    SUBSCRIP-                      STOCK-
                                                                         PAID-IN        TION       ACCUMULATED     HOLDERS'
                               SHARES    AMOUNT     SHARES    AMOUNT     CAPITAL     RECEIVABLE      DEFICIT       DEFICIT
-----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>        <C>      <C>         <C>      <C>          <C>           <C>            <C>
Balance at December 31, 2006  4,500,000  $ 4,500  32,798,670  $32,799  $ 8,782,756  $    (7,125)  $(10,208,047)  $(1,395,120)

Common stock issued for cash          -        -     320,001      320       39,780            -              -        40,100
Common stock issued as
  subscription receivable             -        -      20,000       20        3,180       (3,200)             -             -
Compensatory stock options
  issued to  employees                -        -           -        -       65,490            -              -        65,490
Compensatory stock options
  issued to  Officers and
  Directors                           -        -           -        -      160,400            -              -       160,400
Stock options issued to
  other third parties for
  services                            -        -           -        -        5,729            -              -         5,729
Cash received for
  subscription
  receivable                          -        -           -        -            -        1,260              -         1,260
Net loss                              -        -           -        -            -            -       (484,655)     (484,655)
-----------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2007      4,500,000  $ 4,500  33,138,671  $33,139  $ 9,057,332  $    (9,065)  $(10,692,702)  $(1,606,796)
                              =========  =======  ==========  =======  ===========  ============  =============  ============
</TABLE>


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


                                     F-5
<PAGE>
<TABLE>
<CAPTION>
                       FIRST CAPITAL INTERNATIONAL, INC.
           UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006

                                   ----------


                                                          JUNE 30,    JUNE 30,
                                                            2007        2006
                                                         ----------  ----------
<S>                                                      <C>         <C>

Cash flows from operating activities:
  Net loss                                               $(484,655)  $(362,719)
  Adjustments to reconcile net loss to net cash used in
    operating activities:

    Share based payments                                   231,619      32,995
    Changes in operating assets and liabilities:
      Accounts receivable                                  (38,632)    (40,802)
      Inventory                                              3,381       2,814
      Accounts payable and accrued liabilities              37,421     (41,039)
                                                         ----------  ----------

          Net cash used in operating activities           (250,866)   (408,751)
                                                         ----------  ----------


Cash flows from financing activities:
  Proceeds from notes payable and long-term debt           124,654     (14,882)
  Proceeds from notes payable secured by issuance
    of common stock                                              -     500,000
  Proceeds from sale of common stock                        41,360     104,875
  Payments for notes payable and long-term debt                  -    (177,214)
                                                         ----------  ----------

          Net cash provided by financing activities        166,014     412,779
                                                         ----------  ----------

Net increase (decrease) in cash and cash equivalents       (84,852)      4,028

Cash and cash equivalents, beginning of period           $  95,138   $   9,149
                                                         ----------  ----------

Cash and cash equivalents, end of period                 $  10,286   $  13,177
                                                         ==========  ==========


Supplemental disclosure of cash flow information:

  Cash paid for interest                                 $   6,587   $  61,617
                                                         ==========  ==========

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


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


                                     F-6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007

                                   ----------

1.   BASIS  OF  PRESENTATION  AND  CRITICAL  ACCOUNTING  POLICIES
     ------------------------------------------------------------

     First  Capital  International,  Inc.  (the  "Company"),  formerly
     Ranger/USA, Inc., incorporated as a Delaware Corporation on April 21, 1994,
     assumed  its  current name in August 1998 when new management took over the
     Company.  At  the  time  new management assumed control, the Company had no
     existing  operations,  and  began  implementation  of  a new business plan.
     Beginning  in  1998,  the  Company's original focus was the identification,
     acquisition  and  operation of businesses serving or focused on Central and
     Eastern  European  markets.  Since  2001,  the  Company  has  focused  its
     operations  on  the development of its "smart house" technology and markets
     for  the  Company's  new  home  command  center.

     The  unaudited  consolidated  condensed  financial  statements  included
     herein  have  been  prepared  without  audit  pursuant  to  the  rules  and
     regulations  of the Securities and Exchange Commission. Certain information
     and footnote disclosures normally included in financial statements prepared
     in  accordance  with accounting principles generally accepted in the United
     States  of  America  have been condensed or omitted, pursuant to such rules
     and  regulations.  These  unaudited  consolidated  condensed  financial
     statements  should  be  read  in  conjunction with the audited consolidated
     financial statements and notes thereto of First Capital International, Inc.
     (the  "Company") included in the Company's Annual Report on Form 10-KSB for
     the  year  ended  December  31,  2006.

     In  the  opinion  of  management,  the  unaudited  consolidated  condensed
     financial  information  included herein reflect all adjustments, consisting
     only  of  normal,  recurring  adjustments,  which  are necessary for a fair
     presentation of the Company's financial position, results of operations and
     cash flows for the interim periods presented. The results of operations for
     the  interim periods presented herein are not necessarily indicative of the
     results  to  be  expected  for  a  full  year  or any other interim period.

     On  July  14,  2006,  the  stockholders  of  the Company approved a 1-for-3
     reverse  stock  split,  which  became  effective  on  August  7,  2006. All
     references  to  common  stock, common shares outstanding, average number of
     common  shares  outstanding,  per  share  amounts  and  options  in  these
     consolidated  condensed  financial  statements  and  notes  to consolidated
     condensed  financial  statements  have been restated to reflect the 1-for-3
     common  stock  reverse  split  on  a  retroactive  basis.

     MANAGEMENT  ESTIMATES
     ---------------------

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  in  the United States of America requires
     management  to  make  estimates  and  assumptions  that affect the reported
     amounts  of  assets and liabilities at the date of the financial statements
     and  the  reported  amounts  of  revenues and expenses during the reporting
     period.  Actual  results could differ from those estimates. These estimates
     mainly involve the useful lives of property and equipment, the valuation of
     deferred  tax  assets,  the  net  realizable  value  of  inventory,  the
     realizability  of  accounts  receivable  and  the  valuation of stock based
     payments.


                                     F-7
<PAGE>
                          FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007

                                   ----------

1.   BASIS  OF  PRESENTATION  AND  CRITICAL  ACCOUNTING  POLICIES  -  CONTINUED
     --------------------------------------------------------------------------

     PRINCIPLES  OF  CONSOLIDATION
     -----------------------------

     The  consolidated  condensed  financial  statements  include  the  accounts
     of  the  Company  and  its  wholly-owned subsidiary VIP Systems, Inc. after
     elimination  of  all  significant  intercompany  accounts and transactions.

     REVENUE  RECOGNITION
     --------------------

     The  Company  enters  into  two  types  of  sales  of VIP Systems: sales to
     end-users  and  sales  to  resellers.  Revenue  on  sales  to  end-users is
     recognized  upon  completion  of  installation  and  testing of the system.
     Revenue  on  sales  to  resellers  is  recognized upon delivery of systems.

     Retail  merchandise  sales  are  recognized  upon  shipment  of  the
     merchandise.  The  Company bears no physical inventory loss or returns risk
     related  to  these  sales.

     Payments  and  advances  received  for  future  sales  or  installation  of
     systems  are  deferred  until the delivery and/or installation is complete.

     CONCENTRATIONS  OF  CREDIT  RISK
     --------------------------------

     Cash  and  accounts  receivable  are  the  primary  financial  instruments
     that  subject  the  Company  to  concentrations of credit risk. The Company
     maintains  its cash in banks selected based upon management's assessment of
     the  bank's  financial stability. Cash balances are currently maintained in
     banks  primarily  in  the  United  States.  Cash balances in U.S. banks may
     periodically  exceed  the  $100,000  federal  depository  insurance  limit.

     Accounts  receivable  arise  primarily  from  transactions  with  customers
     in  the United States. The Company performs credit reviews of its customers
     and  provides  a  reserve  for  accounts where collectibility is uncertain.
     Collateral  is  generally  not  required  for  credit  granted.

     CASH  EQUIVALENTS
     -----------------

     For  purposes  of  reporting  cash  flows,  the  Company  considers  all
     short-term investments with an original maturity of three months or less to
     be  cash  equivalents.

     ACCOUNTS  RECEIVABLE
     --------------------

     Accounts  receivable  are  stated  at  the  amount billed to customers. The
     Company  provides an allowance for doubtful accounts, which is based upon a
     review  of  outstanding  receivables, historical collection information and
     existing  economic  conditions.  Accounts  receivable are ordinarily due 30
     days  after the issuance of the invoice. No interest is charged on the past
     due  accounts.  Accounts  past  due  more  than  90  days  are  considered
     delinquent.  Delinquent  receivables  are  written  off based on individual
     credit  evaluation  and  specific  circumstances  of  the  customer.


                                     F-8
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007

                                   ----------

1.   BASIS  OF  PRESENTATION  AND  CRITICAL  ACCOUNTING  POLICIES  -  CONTINUED
     --------------------------------------------------------------------------

     INVENTORY
     ---------

     Inventory  consists  primarily  of  electronic  equipment  held  for  sale.
     Inventory  is  recorded  at the lower of aggregate cost or market with cost
     determined  using  the  first-in,  first-out  (FIFO)  method.

     STOCK-BASED  COMPENSATION
     -------------------------

     In  December  2004,  the  FASB  issued  Statement  of  Financial Accounting
     Standards  123R  ("SFAS  123R"), Share-Based Payment - An Amendment of FASB
     Statements  No.  123 and 95. This revised standard addresses the accounting
     for  share-based  payment transactions in which a company receives employee
     services  in  exchange  for  either  equity  instruments  of the company or
     liabilities  that  are  based  on  the  fair  value of the company's equity
     instruments  or  that  may  be  settled  by  the  issuance  of  such equity
     instruments.  Under  the  new  standard,  companies  are  no longer able to
     account for share-based compensation transactions using the intrinsic-value
     method,  the  Company's  previous  accounting  method,  in  accordance with
     Accounting  Principles Board Opinion No. 25, Accounting for Stock Issued to
     Employees  ("APB  25"). Instead, companies are required to account for such
     transactions  using  a  fair-value  method and recognize the expense in the
     statement  of  operations.

     On  January  1,  2006,  the  Company  adopted  SFAS  123R  using  the
     prospective  transition  method,  as  required by the statement. Under this
     transition  method,  beginning  January  1,  2006,  employee  share-based
     compensation  cost  recognized  includes:  (a)  compensation  cost  for all
     share-based  payments  granted prior to, but not yet vested, as of December
     31, 2005 for (i) employees using the intrinsic value in accordance with the
     provisions  of  APB  25  and  (ii)  non-employees  using  the fair value in
     accordance  with  the provisions of SFAS 123, and (b) compensation cost for
     all  share-based  payments  granted  or modified subsequent to December 31,
     2005,  based  on the grant-date fair value estimated in accordance with the
     provisions  of  SFAS  123R.

     Valuation  and  Amortization  Method  -  The  Company  estimates  the  fair
     value  of  stock  options  granted  using  the Black-Scholes option-pricing
     formula  and  a  single  option  award  approach.  This  fair value is then
     amortized  on  a  straight-line basis over the requisite service periods of
     the  awards,  which  is  generally  the  vesting  period.

     Expected  Term  -  The  expected  term  represents  the  period  that  our
     stock-based  awards  are expected to be outstanding and is determined based
     on  historical  experience  of  similar awards, giving consideration to the
     contractual  terms  of  the  stock-based  awards,  vesting  schedules  and
     expectations  of  future  employee behavior as influenced by changes to the
     terms  of  its  stock-based  awards.

     Expected  Volatility  -  Volatility  factor  based  on  the  stock  trading
     history.

     Risk-Free  Interest  Rate  -  The  Company  bases  the  risk-free  interest
     rate  on  the implied yield currently available on U.S. Treasury securities
     with  an  equivalent  term.


                                     F-9
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007

                                   ----------

1.   BASIS  OF  PRESENTATION  AND  CRITICAL  ACCOUNTING  POLICIES  -  CONTINUED
     --------------------------------------------------------------------------

     STOCK-BASED  COMPENSATION,  CONTINUED
     -------------------------------------

     Estimated  Forfeitures  -  Based  on  voluntary  termination  behavior  as
     well  as  analysis  of  actual  option  forfeitures.

     During  the  three  months  ended  June 30, 2007, we sold 240,000 shares of
     our  restricted common stock to investors (including one of our directors).
     The  market  value  of these issuances was $0.11 per share. We granted five
     options  to  purchase up to 290,000 shares of common stock to employees and
     investors.  These  options are immediately exercisable at an exercise price
     ranging  from  $0.06  to $0.11 per share and expire on June 13, 2008. There
     were  three  options  to  investors  and an employee for a total of 100,000
     shares  that  expired  in  the  same  period.

     We  recognized  $17,795  stock-based  compensation  cost  in  the  three
     months  ended  June  30,  2007.

     NEW  ACCOUNTING  PRONOUNCEMENTS
     -------------------------------

     In  September  2006,  the  Financial  Accounting  Standards  Board ("FASB")
     issued  FASB Statement No. 157, Fair Value Measurements. FASB Statement No.
     157  provides  enhanced guidance for using fair value to measure assets and
     liabilities.  FASB  Statement  No. 157 also provides guidance regarding the
     extent to which companies measure assets and liabilities at fair value, the
     information  used  to  measure  fair  value  and  the  effect of fair value
     measurements  on  earnings.  FASB  Statement No. 157 applies whenever other
     standards  require (or permit) assets or liabilities to be measured at fair
     value  but  does not expand the use of fair value in any new circumstances.

     FASB  Statement  No.  157  is  effective  for  fiscal years beginning after
     November  15,  2007,  and  interim  periods within those fiscal years, with
     early  adoption permitted. FASB Statement No. 157 is not expected to have a
     material  impact  on  our  financial position or results of operations upon
     adoption.

     In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108
     ("SAB  108").  SAB  108 addresses how the effects of prior year uncorrected
     misstatements  should  be  considered  when  quantifying  misstatements  in
     current-year financial statements. SAB 108 requires registrants to quantify
     misstatements  using both the balance sheet and income-statement approaches
     and  to  evaluate  whether  either approach results in quantifying an error
     that is material in light of relevant quantitative and qualitative factors.
     SAB  108  does  not  change  the  SEC's  previous  guidance  in SAB No. 99,
     Materiality,  on  evaluating the materiality of misstatements. A registrant
     applying  the  new  guidance  for  the  first time that identifies material
     errors  in existence at the beginning of the first fiscal year ending after
     November  15,  2006, may correct those errors through a one-time cumulative
     effect  adjustment  to  beginning-of-year retained earnings. The cumulative
     effect alternative is available only if the application of the new guidance
     results in a conclusion that a material error exists as of the beginning of
     the  first  fiscal  year  ending  after  November  15,  2006,  and  those
     misstatements  were  determined  to  be  immaterial  based  on  a  proper
     application  of  the  registrant's  previous  method  for  quantifying
     misstatements. The adjustment should not include amounts related to changes
     in  accounting  estimates.  Implementation  of  SAB  108  did  not have any
     material  impact  on  our  financial  position  or  results  of operations.



                                      F-10
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007

                                   ----------

1.   BASIS  OF  PRESENTATION  AND  CRITICAL  ACCOUNTING  POLICIES  -  CONTINUED
     --------------------------------------------------------------------------

     NEW  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED
     -------------------------------------------

     In  June  2006,  the  Financial  Accounting  Standards  Board (FASB) issued
     FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
     Interpretation  of FASB Statement 109 (FIN 48). FIN 48 provides measurement
     and  recognition  guidance  related to accounting for uncertainty in income
     taxes by prescribing a recognition threshold for tax positions. FIN 48 also
     requires  extensive  disclosures  about  uncertainties  in  the  income tax
     positions  taken.  The  Company  adopted  FIN 48, as required on January 1,
     2007. Adoption of this pronouncement did not have any significant impact on
     the  financial  condition  or  results  of  operations.

     Through  June  2007,  the  FASB  has  issued  several  new  pronouncements
     including FAS 159, The Fair Value Option for Financial Assets and Financial
     Liabilities-including  an  amendment of FASB Statement No. 115. Adoption of
     these  pronouncements is not expected to have any significant impact on the
     financial  condition  or  results  of  operations.


2.   GOING  CONCERN  CONSIDERATION
     -----------------------------

     Since  the  Company  began  operations,  it  has been dependent on debt and
     equity  raised  from  individual  investors,  related  parties  and certain
     sophisticated  investors  to sustain its operations. During the years ended
     datelstransMonth12Day31Year2006December  31,  2006  and  2005,  the Company
     incurred  net  losses  of  $(989,594) and $(563,395), respectively, and had
     negative  cash  flows  from  operations of $(442,808) and $(488,211). These
     factors,  among others, 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  sophisticated  investors  to  fund  its
          operations.

     -    In the  long-term,  Management  believes  that  cash  flows  from home
          automation  and video security products that the Company has developed
          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 the
     following  key  factors:

     -    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  develop  businesses.

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


                                      F-11
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007

                                   ----------

2.   GOING  CONCERN  CONSIDERATION  -  CONTINUED
     -------------------------------------------

     The  Company's  cash  requirement  for  2007  is  expected  to  be
     approximately $180,000 per quarter. The management of the Company presently
     believes  that  the Company will have positive cash flow from operations in
     the  second  half  of  2007  and  revenue-producing  operations will expand
     significantly.

     The  accompanying  consolidated  financial  statements  do  not include any
     adjustments  that  might  result  from  the  outcome  of  this uncertainty.


3.   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.


4.   CONVERTIBLE  NOTE  PAYABLE
     --------------------------

     On  March  24,  2006,  we  issued  2,500,000  restricted  common  shares at
     $0.20  per  share  (or  833,334  shares of restricted common stock at $0.60
     after  a 1-for-3 reverse split) to a sophisticated investor as a collateral
     for note payable bearing interest 0% and due on May 30, 2007. The agreement
     allowed  the  investor  to dispose of the shares, in part or full, prior to
     May  30,  2007.  The  proceeds  from  any  such  disposal  would reduce the
     principal  balance  of $500,000. The promissory note is also secured by all
     assets  of  the  Company. In accordance with APB Opinion 14, Accounting for
     Convertible  Debt  and  Debt  Issued  with  Stock  Purchase  Warrants, this
     instrument is accounted for as a liability in the financial statements. The
     note  expired on May 30, 2007. We are currently in default of this Note and
     are  currently  attempting  to  negotiate  an  extension  of  this  note.

5.   STOCK  AND  OPTION  TRANSACTIONS
     --------------------------------

     During  the  three  months  ended  June  30, 2007, the company sold 240,000
     shares  of  restricted  common  stock  to  investors  (including one of the
     directors).  The  market  value of these issuances was $0.11 per share. The
     company  granted  five  options  to purchase up to 290,000 shares of common
     stock to employees and investors. These options are immediately exercisable
     at  an  exercise  price ranging from $0.06 to $0.11 per share and expire on
     June  13, 2008. There were three options to investors and an employee for a
     total  of  100,000  shares  that  expired  in  the  same  period.

     The  company  recognized  $17,795  stock-based  compensation  cost  in  the
     three  months  ended  June  30,  2007.


                                      F-12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     FORWARD-LOOKING  STATEMENT  AND  INFORMATION

     We  are 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 First Capital International, Inc. (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.

     Our  expectations,  beliefs and projections are expressed in good faith and
     we  believe  that  they  have  a  reasonable  basis,  including  without
     limitations,  management's examination of historical operating trends, data
     contained  in  our records and other data available from third parties, but
     there  can  be  no  assurance that our 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  our  view,  could cause actual results to differ materially from
     those  discussed  in the forward-looking statements: our ability to operate
     on  a  global  basis;  our  ability  to effectuate and successfully operate
     acquisitions,  and  new  operations; our ability to obtain acceptable forms
     and  amounts  of  financing  to  fund  current  operations  and  planned
     acquisitions; the political, economic and military climate in nations where
     we 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. We have 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 us 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, we evaluate our estimates. We base our
     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  making  it reasonably
     possible  that  a  change  in  the  estimates could occur in the near term.

     REVENUE  RECOGNITION

     The  Company  enters  into  two  types  of  sales  of VIP Systems: sales to
     end-users  and  sales  to  resellers.  Revenue  on  sales  to  end-users is
     recognized  upon  completion  of  installation  and  testing of the system.
     Revenue  on  sales  to  resellers  is  recognized upon delivery of systems.

     Retail  merchandise  sales are recognized upon shipment of the merchandise.
     The  Company  bears  no  physical inventory loss or returns risk related on
     these  sales.

     Payments  and advances received for future sales or installation of systems
     are  deferred  until  the  delivery  and/or  installation  is  complete.


                                        1
<PAGE>
     The  following  description  of  our  business,  our financial position and
     results  of  operations  should  be  read in conjunction with our Unaudited
     Consolidated  Condensed  Financial  Statements  and  the Notes to Financial
     Statements  contained  in  this  report  on  Form  10-QSB.

     References  to  First  Capital  International,  Inc.  in  this  Form 10-QSB
     include First Capital International, Inc. and our wholly-owned subsidiary -
     VIP  Systems,  Inc.  (a  home  automation  firm).

     STOCK-BASED  COMPENSATION

     In  December  2004,  the  FASB  issued  Statement  of  Financial Accounting
     Standards  123R  ("SFAS  123R"), Share-Based Payment - An Amendment of FASB
     Statements  No.  123 and 95. This revised standard addresses the accounting
     for  share-based  payment transactions in which a company receives employee
     services  in  exchange  for  either  equity  instruments  of the company or
     liabilities  that  are  based  on  the  fair  value of the company's equity
     instruments  or  that  may  be  settled  by  the  issuance  of  such equity
     instruments.  Under  the  new  standard,  companies  are  no longer able to
     account for share-based compensation transactions using the intrinsic-value
     method,  the  Company's  previous  accounting  method,  in  accordance with
     Accounting  Principles Board Opinion No. 25, Accounting for Stock Issued to
     Employees  ("APB  25"). Instead, companies are required to account for such
     transactions  using  a  fair-value  method and recognize the expense in the
     statement  of  operations.

     On  January  1,  2006,  the Company adopted SFAS 123R using the prospective
     transition  method,  as  required  by  the statement. Under this transition
     method,  beginning  January 1, 2006, employee share-based compensation cost
     recognized  includes:  (a)  compensation  cost for all share-based payments
     granted  prior  to,  but  not  yet  vested, as of December 31, 2005 for (i)
     employees  using  the  intrinsic value in accordance with the provisions of
     APB  25  and (ii) non-employees using the fair value in accordance with the
     provisions  of  SFAS  123,  and  (b)  compensation cost for all share-based
     payments  granted or modified subsequent to December 31, 2005, based on the
     grant-date  fair  value estimated in accordance with the provisions of SFAS
     123R.

     Valuation  and  Amortization  Method  -  The  Company  estimates  the  fair
     value  of  stock  options  granted  using  the Black-Scholes option-pricing
     formula  and  a  single  option  award  approach.  This  fair value is then
     amortized  on  a  straight-line basis over the requisite service periods of
     the  awards,  which  is  generally  the  vesting  period.

     Expected  Term  -  The  expected  term  represents  the  period  that  our
     stock-based  awards  are expected to be outstanding and is determined based
     on  historical  experience  of  similar awards, giving consideration to the
     contractual  terms  of  the  stock-based  awards,  vesting  schedules  and
     expectations  of  future  employee behavior as influenced by changes to the
     terms  of  its  stock-based  awards.

     Expected  Volatility  -  Volatility  factor  based  on  the  stock  trading
     history.

     Risk-Free  Interest  Rate  -  The  Company  bases  the  risk-free  interest
     rate  on  the implied yield currently available on U.S. Treasury securities
     with  an  equivalent  term.

     Estimated  Forfeitures  -  Based  on  voluntary  termination  behavior  as
     well  as  analysis  of  actual  option  forfeitures.

     We  recognized  $231,619  stock-based  compensation  cost in the six months
     ended  June 30, 2007. Restricted stock is expensed based on the fair market
     value  on  the  grant  date.

     NEW  ACCOUNTING  PRONOUNCEMENTS

     In  September  2006,  the  Financial  Accounting  Standards  Board ("FASB")
     issued  FASB Statement No. 157, Fair Value Measurements. FASB Statement No.
     157  provides  enhanced guidance for using fair value to measure assets and
     liabilities.  FASB  Statement  No. 157 also provides guidance regarding the
     extent to which companies measure assets and liabilities at fair value, the
     information  used  to  measure  fair  value,  and  the effect of fair value
     measurements  on  earnings.  FASB  Statement No. 157 applies whenever other
     standards  require (or permit) assets or liabilities to be measured at fair
     value  but  does not expand the use of fair value in any new circumstances.


                                        2
<PAGE>
     FASB  Statement  No.  157  is  effective  for  fiscal years beginning after
     November  15,  2007,  and  interim  periods within those fiscal years, with
     early  adoption permitted. FASB Statement No. 157 is not expected to have a
     material  impact  on  our  financial position or results of operations upon
     adoption.

     In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108
     ("SAB  108").  SAB  108 addresses how the effects of prior year uncorrected
     misstatements  should  be  considered  when  quantifying  misstatements  in
     current-year financial statements. SAB 108 requires registrants to quantify
     misstatements  using both the balance sheet and income-statement approaches
     and  to  evaluate  whether  either approach results in quantifying an error
     that is material in light of relevant quantitative and qualitative factors.
     SAB  108  does  not  change  the  SEC's  previous  guidance  in SAB No. 99,
     Materiality,  on  evaluating the materiality of misstatements. A registrant
     applying  the  new  guidance  for  the  first time that identifies material
     errors  in existence at the beginning of the first fiscal year ending after
     November  15,  2006, may correct those errors through a one-time cumulative
     effect  adjustment  to  beginning-of-year retained earnings. The cumulative
     effect alternative is available only if the application of the new guidance
     results in a conclusion that a material error exists as of the beginning of
     the  first  fiscal  year  ending  after  November  15,  2006,  and  those
     misstatements  were  determined  to  be  immaterial  based  on  a  proper
     application  of  the  registrant's  previous  method  for  quantifying
     misstatements. The adjustment should not include amounts related to changes
     in  accounting  estimates.  Implementation  of  SAB  108  did  not have any
     material  impact  on  our  financial  position  or  results  of operations.

     In  June  2006,  the  Financial  Accounting  Standards  Board (FASB) issued
     FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
     Interpretation  of FASB Statement 109 (FIN 48). FIN 48 provides measurement
     and  recognition  guidance  related to accounting for uncertainty in income
     taxes by prescribing a recognition threshold for tax positions. FIN 48 also
     requires  extensive  disclosures  about  uncertainties  in  the  income tax
     positions  taken.  The  Company  adopted  FIN 48, as required on January 1,
     2007.  Adoption  of  this  pronouncement  is  not  expected  to  have  any
     significant  impact  on  the  financial condition or results of operations.

     Through  June  2007,  the  FASB  has  issued  several  new  pronouncements
     including FAS 159, The Fair Value Option for Financial Assets and Financial
     Liabilities-including  an  amendment of FASB Statement No. 115. Adoption of
     these  pronouncements is not expected to have any significant impact on the
     financial  condition  or  results  of  operations.

     INTRODUCTION

     References to First Capital International, Inc. in this Form 10-QSB include
     First  Capital  International,  Inc.  and  our  wholly-owned subsidiary VIP
     Systems,  Inc., which is a home automation and video surveillance solutions
     firm.

     At  the  annual  meeting  of  the  stockholders  held on July 14, 2006, the
     stockholders  approved  a  1-for-3 reverse split. The effect of our reverse
     split  is  reflected in all references to the price of our common stock and
     the  audited  financial  statements  herein.

     Our  principal  executive  offices are located at 5120 Woodway, Suite 9024,
     Houston,  Texas  77056;  voice:  (713)  629-4866  fax:  (713) 629-4913. Our
     corporate  web  site  is  at  www.FirstCap.net.

     The  Company  is  engaged  in  the development, production and sale of home
     automation  and  video surveillance systems, including highly sophisticated
     marine  video  surveillance  applications;  and  it  is  our intent to grow
     through  the continued development and marketing of this new and innovative
     technology.

     Patents

     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 Patent # US 6,628,510 for our
     VIP  Systems(TM).

     We  developed  an  Industrial  Security  Solution  ("Solution") for complex
     industrial projects including projects related to the oil and gas industry.
     This  Solution  allows  a  client to monitor remote sites, record events on
     video and exercise full control over any power units at the industrial site
     remotely.  This  system  can  also  be  used as an anti-terrorist device to
     preclude  unauthorized  use of important industrial equipments in case of a
     takeover  attempt. We  believe


                                        3
<PAGE>
     that  this  Solution  can  be  marketed  through  governmental agencies, as
     well  as  major  industrial  companies. At the present time, we are looking
     into  possible  alliances  in  order  to  market  this  product  worldwide.

     In  January 2004, we filed an application for a patent with the U.S. Patent
     Office  for  use of our technology in a manner that addresses issues of the
     new  Air Sea Ground Defense System ("ASGDS") with Active Control Link. 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. In cooperation with the US Coast
     Guard  and  the  Port of Houston Authorities, we successfully completed the
     pilot  project and installed a Marine Security System on one of the MARAD's
     military  vessels  at  the  Port  of  Houston.  The  presentation  of  this
     technology  was  held on datelstransMonth10Day12Year2004October 12, 2004 at
     the  Port  of  Houston  facilities.

     Our  second  demonstration  of  our  ASGDS  was on May 11, 2006. This event
     was  hosted  by the Port of Houston Authority and US Department of Homeland
     Security.  At  this event, we demonstrated our technology, fully integrated
     with  the  satellite  broadband service and the new DefendIR camera system,
     manufactured  by  ICX,  Inc.  In June 2006, we signed an exclusive two year
     contract  to  market  ICX  cameras  in  the  CIS  countries.

     In  the  first  and  second  quarters of 2006, we had several meetings with
     the  representatives  of Russian Government regarding our ASGDS and believe
     that  good opportunities exist in Russia for our security solutions, due to
     rapidly  growing  business  of  LNG  export  from  Russia  to  USA.

     Current  Projects

     In  October  2004,  we  entered  a  contract  with Trammell Crow Company, a
     real  estate  development  company,  to  install a pilot video surveillance
     system. We completed this installation in December 2004, as well as several
     follow-up  installations  in 2005. At present, we are trying to negotiate a
     large  regional  contract  for Trammell Crow Company's commercial buildings
     and  multifamily  developments.

     During  2005-2006,  we completed several security installations at Marriott
     Hotel  Group  properties  in  Texas,  Florida  and Louisiana. Our marketing
     efforts  with the Marriott Hotels allowed us to secure contracts to install
     video surveillance systems in several Marriott Hotels in Florida and we are
     now  working  on  much  larger proposals for their new "under construction"
     hotels.

     We  are  also  working  with  KOR  Group  Developers  in  Florida  at their
     Tides  Hotel  properties  in  Miami,  Florida  working  on several security
     solutions including structure wiring, video surveillance and sound systems.

     In  March  2005,  we  signed  a  contract  with the Dinerstein Companies, a
     large  real  estate  developer,  to  provide basic home automation/security
     package  for  their  mid-rise  project  in  Florida.  We  completed  the
     installation  of  our  home  automation equipment in the Dinerstein's model
     condo  unit  in  the  second quarter of 2005 and expect to start the second
     phase  of  the  installation  in  the  third  quarter  of  2007.

     We  are  bidding  on  several  high-rise  condominium  projects  in  the
     Houston  and  Miami area. As a result, we signed an initial contract with a
     new  luxury  high-rise  complex in Houston to install security solution and
     have  an  opportunity  for  up-sell  for  our  home  automation  solutions.

     During  the  quarter  ending  June  30,  2007,  we  invested in our Florida
     operation and hired additional sales force in Florida. As a result, we have
     ongoing  negotiations  with RPC Holding Company, a well-known hi-rise condo
     developer  in  Miami,  Florida  to  market  our technology solutions to new
     hi-rise  condo  communities  in  Florida.  We have successfully completed a
     showroom  installation  in  their  Boca  Raton  office and are expecting to
     receive  a  formal  contract  to  supply  touch  screen  controllers, video
     security  solutions  and  home  automation  solutions  to  their  projects.

     We  believe  our  Florida  operations  are  positioned to bring substantial
     revenue within the next quarter and are considering opening a formal office
     in  Miami  in  September  2007.

     In  February  2007,  we  signed  a  Letter  of  Intent  with Teledyne Brown
     Engineering,  Inc.,  a leading US defense contractor and security provider,
     to  jointly  develop  a  marketing  strategy  for  possible Port of Houston
     business  opportunities.  As  a  result,  we  are  jointly involved in fact
     finding  missions  at  the  Port  of  Houston  and  are  preparing  a


                                        4
<PAGE>
     presentation  for  the  Port  management.  We are also considering business
     opportunities  in  Russia  in  cooperation with Teledyne Brown Engineering,
     Inc.  and  other  defense  related  companies  in  the  USA.

     In  March  2007, we had several meetings with the City of Houston officials
     to  discuss  a  joint  project with Teledyne Brown Engineering to install a
     mobile  video surveillance demo for the City of Houston and more units upon
     successful  demonstration.

     In May 2007, we signed an agreement with a major Russian electronic defense
     contractor,  OAO  Ruselectronics.  Under  this agreement, we will develop a
     marketing  strategy  for the Russian market and Ruselectronics will provide
     the resources to complete the developed projects in Russia. We believe this
     forthcoming  demonstration  and  support from Ruselectronics and the recent
     interest  in  this  technology from the members of the Russian Congress and
     Senate will give us opportunities to implement this technology jointly with
     Ruselectronics  in  the  Russian  Federation.

     Since  December  2006,  we  have  been  working  with  Washington  Group
     International,  Inc.,  a  U.S.  construction/defense company, to bring them
     opportunities  for  large  projects  in  Russia. Washington Group is in the
     final  negotiation  stage with H.E.S. (Heat Exchange System) Corporation, a
     Russian  power  generation  company,  to  build  a  new  power plant in St.
     Petersburg,  Russia  as well as several other gas generation and electrical
     power  plants  in  the  Moscow  region.  In  May  2007, we signed a teaming
     agreement  with  Washington  Group  International  specifying that, if such
     contracts are obtained, we will have exclusive rights to provide the design
     and  installation  of  video security systems, fire security systems and IT
     systems  for  these  projects.

     To  secure execution of the above-referenced projects, we have an agreement
     with Ruselectronics to provide all the necessary manpower and resources and
     the  necessary  permits  for  these  projects.

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

          -    International  Security  Conference  in  Brussels,  Belgium  in
               February  2007;

          -    International  Anti-Terrorist  Security  Conference  in  Moscow,
               Russia  in  November  2006;

          -    Port  of  Houston  Homeland Security Demonstration event using US
               Merchant  Fleet  ship  -  "New  challenges  for Port Security" in
               Houston,  Texas  in  May  2006;


          -    Houston  Apartment  Association  Show  in  Houston,  Texas  in
               April  2006;

          -    International  Security  Conference  in  Brussels,  Belgium  in
               February  2006;

          -    US Department  of  Homeland  Security  Exhibit  in Washington, DC
               in  March  2005;

          -    US Trade  Mission  and  exhibit  in  Moscow,  Russia  in February
               2005;

          -    Port of  Houston  LNG  Tankers  Security  Demo  in Houston, Texas
               in  October  2004;

          -    The House  Beautiful  Show  in  Houston,  Texas  in  April  2004;

          -    CeBIT -  United  States  Department  of  Commerce  Exhibitor's
               Pavilion  -  major European electronics show in Hannover, Germany
               in  March  2004;

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

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

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

          -    The EHX  Show  in  Long  Beach,  California  in  November  2003;


                                        5
<PAGE>
          -    The High-Tech  Home  2003  in  Moscow,  in  November  2003;

          -    The International  Builders  Show  in  Las  Vegas,  Nevada  in
               January  2003;

          -    The NextGen  House  Project  in  Las  Vegas,  Nevada  in
               January-February  2003;  and

          -    The Electronic  House  Expo  in  Orlando,  Florida  in  February
               2003;

     GOING  CONCERN  CONSIDERATION

     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 $484,655 and $362,719 during the six
     months  ended  June  30,  2007 and 2006, respectively. We also had negative
     cash  flows  from operations of $250,866 and $408,751 during the six months
     ended  June  30, 2007 and 2006, respectively. 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;  and

          -    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 auditor, McConnell
     and  Jones,  L.L.P., added an explanatory paragraph in their opinion on our
     audited financial statements for the years ended December 31, 2006 and 2005
     respectively, 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 and video security 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 accumulated deficit of $10,692,702 on
     June  30,  2007.  Revenues  for  the  six  months  ended June 30, 2007 were
     $199,246 compared to revenues of $130,136 for the six months ended June 30,
     2006.  The increase in revenue is a result of our marketing efforts. Losses
     in  the six months ended June 30, 2007 and 2006 were attributable primarily
     to  the  developmental  stage of our business. Although we believe that our
     revenues  will  increase, and that we will ultimately be profitable, we can
     provide  no  assurance  that  profitability  will  occur.

     COMPETITION

     There  are  presently  several  major  competitors  in  the home automation
     industry.  Many  of  our  competitors  are  more established companies with
     substantially greater capital resources and substantially greater marketing
     capabilities  than  us. We can not give any assurances that we will be able
     to  successfully  compete  in  this  market.

     THE  THREE  MONTHS  ENDED  JUNE  30,  2007  AS COMPARED TO THE THREE MONTHS
     ENDED  JUNE  30,  2006

     During  the  three  months  ended  June 30, 2007, our revenues were $62,458
     as compared to $26,197 for the three months ended June 30, 2006, due to our
     marketing  activities.

     During  the  three  months  ended  June  30,  2007,  selling,  general  and
     administrative  expenses decreased by $12,645 or 7% to $180,419 as compared
     to  the  three  months  ended  June  30,  2006.  This  decrease  was mainly
     attributable  to  decreased  issuance  of  stock  options. This resulted in
     decreased  charges  to  compensation  expense.


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<PAGE>
     During  the three months ended June 30, 2007, we had a net loss of $170,986
     as  compared  to  a net loss of $209,281 in the three months ended June 30,
     2006.

     THE SIX MONTHS ENDED JUNE 30, 2007 AS COMPARED TO THE SIX MONTHS ENDED JUNE
     30,  2006

     During  the  six  months ended June 30, 2007, our revenues were $199,246 as
     compared  to  $130,136  for  the six months ended June 30, 2006, due to our
     marketing  activities.

     During  the  six  months  ended  June  30,  2007,  selling,  general  and
     administrative  expenses  increased  by  $129,014  or  24%  to  $535,828 as
     compared to the six months ended June 30, 2006. The net increase was mainly
     attributable  to  an  increase in the issuance of options at a below market
     price  to  employees  and management which resulted in increased charges to
     compensation  expense partially offset by a decrease in travel expenses and
     other  service  related  expenses.

     During the six months ended June 30, 2007, we had a net loss of $484,655 as
     compared  to  a net loss of $362,719 in the six months ended June 30, 2006.

     LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June  30,  2007,  we  had  cash  resources  of $10,286. We estimate
     that  during  three months ending September 30, 2007, our cash requirements
     will  be  approximately  $180,000  (or approximately $60,000 per month). We
     presently  believe  that we will have positive cash flow from operations in
     the  second  half  of 2007 and our revenue-producing operations will expand
     significantly. Such an expansion of operations will require consummation of
     pending  contracts.  We  anticipate raising capital through the sale of our
     stock or through borrowing. Although we plan to obtain additional financing
     through the sale of our common stock and by obtaining debt financing, there
     is  no  assurance  that  capital  will be available from any source, or, if
     available,  upon  terms  and  conditions  acceptable  to  us.

     We  currently have no material commitments for capital expenditures for our
     U.S. operations. We anticipate that the following expenditures will be made
     in  2007  if funds are available: $100,000 for continued development of our
     home  automation  and  video  security  business and $250,000 for marketing
     expenses.

     During  the three months ended June 30, 2007, we received $31,100 cash from
     the  sale  of  our  securities.

     During  2006  and  2005,  we obtained loans from Alex Genin, Eastern Credit
     Limited,  Inc.,  and  corporations  Mr.  Genin  controls.  Mr.  Genin  is a
     significant  stockholder  of  the Company and serves as our Chief Executive
     Officer  and  Acting  Chief  Financial  Officer.

     During  2004,  under  the Agreement signed on February 6, 2003, we received
     the  last  installments of $163,800 from United Capital Group for preferred
     stock.  This  brings  United  Capital Group's total investment in preferred
     stock  to  $750,674.  United Capital Group is controlled by Alex Genin, our
     chief  executive  officer. On datelstransMonth3Day11Year2004March 11, 2004,
     United  Capital  also  made  a  loan to us under an $80,000 promissory note
     bearing  interest  of  6%. This note has been partially paid off during the
     first  quarter  of  2006. The remaining balance on this note as of December
     31,  2006  is  $67,983.  This  note was due on March 11, 2005, but has been
     extended  until March 11, 2009. On March 25, 2005, United Capital also made
     a  loan  to the Company under a $22,000 promissory note bearing interest of
     8% which is due March 25, 2007, but has been extended until March 25, 2009.
     During  May-December 2005, United Capital made several loans to the Company
     under  twelve  separate  promissory  notes  for a total principal amount of
     $109,000  which  bear  interest at the rate of 8% and which are due between
     May  2007  and  December 2007. The notes due between May 2007 and June 2007
     were  extended  three  years. None of these notes are collateralized. As of
     datelstransMonth6Day30Year2007June 30, 2007, the total principal amount due
     on  all  notes  to  United  Capital  Group  is  $198,983.

     During 2004, Alex Genin, our chief executive officer, made several loans to
     us  under  six  separate  promissory  notes for a total principal amount of
     $41,700 which bear interest at the rate ranging from 6% to 7% and which are
     due  between  February  2008 and January 2009. During 2005, Alex Genin made
     several loans to the Company under 20 separate promissory notes for a total
     principal amount of $93,190 which bear interest at the rate ranging from 7%
     to  8% and which are due between July 2007 and May 2009. The notes due July
     2007  were extended three years. None of these notes are collateralized. As
     of  June 30, 2007, total principal amount due on all notes to Alex Genin is
     $237,890.


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<PAGE>
     During  2004,  Eastern  Credit  Limited,  Inc.,  a  company  controlled  by
     Alex  Genin, our chief executive officer, made several loans to us under 13
     separate  promissory  notes  for a total principal amount of $145,700 which
     bear  interest  at the rate ranging from 6% to 7% and which are due between
     September 2007 and December 2008. During 2006 some of these notes were paid
     off.  The remaining balance on these notes is $57,988. During 2005, Eastern
     Credit  Limited, Inc. made several loans to us under 18 separate promissory
     notes  for  a total principal amount of $141,250 which bear interest at the
     rate  ranging  from  6%  to 8% and which are due between May 2007 and March
     2008. The notes maturing between May 2007 and June 2007 were extended three
     years.  During  2005  one note was paid off. The remaining balance on these
     notes  is  $140,800. On August 7, 2006, Eastern Credit Limited, Inc. made a
     loan to us under $1,000 promissory note bearing interest of 8% which is due
     August  7,  2008. A three year loan for $5,000 bearing 8% interest was made
     in April 2007. None of these notes are collateralized. As of June 30, 2007,
     the  total  principal  amount due on all notes to Eastern Credit Limited is
     $204,788.

     During  2005,  First National Petroleum, Inc., a company controlled by Alex
     Genin,  our  chief  executive  officer,  made several loans to us under two
     separate  promissory  notes  for  a total principal amount of $14,500 which
     bear  interest  at  the  rate of 8% and which are due between June 2007 and
     April  2009. The note due June 2007 was extended three years. None of these
     notes  are  collateralized. As of June 30, 2007, the total principal amount
     due  on  all  notes  to  First  National  Petroleum  is  $14,500.

     On November 11, 2006, Pacific Commercial Credit, Ltd., a company controlled
     by  Alex Genin, our chief executive officer, made a loan to us under $9,400
     promissory  note  bearing  interest  of  8%  which is due November 6, 2008.
     During  February-March 2007, Pacific Commercial Credit, Ltd. made a loan to
     us  under  two  separate  promissory  notes for a total principal amount of
     $23,000  which  bear  interest  at the rate of 8% and which are due between
     February  and  May 2009. Two additional three year loans were made in April
     and May 2007 bearing 8% interest. These notes are not collateralized. As of
     June  30,  2007,  the  total  principal  amount due on all notes to Pacific
     Commercial  Credit,  Ltd.  is  $40,900.

     During  2007, Stromberg Development, Inc., a company owned by the spouse of
     Alex Genin, our chief executive officer, made four separate loans to us for
     a  total  principal amount of $31,500 which bear interest at the rate of 8%
     and  are due in three years. None of these notes were collateralized. As of
     June  30,  2007,  the  total principal amount due on all notes to Stromberg
     Development,  Inc.  is  $31,500.

ITEM 3. CONTROLS AND PROCEDURES

     Alex  Genin,  our  Chief Executive Officer and Principal Financial Officer,
     has  evaluated  our  disclosure  controls and procedures, and has concluded
     that  our  controls  and  procedures  are appropriate and effective. He has
     evaluated these controls and procedures as of the end of the period covered
     by  this  report.  There have been no changes in our internal controls over
     financial reporting that have materially affected, or are reasonably likely
     to  materially  affect,  our  internal  control  over  financial reporting.


                           PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     During  the  three  months  ended  June 30, 2007, we effected the following
     transactions  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 we pay any commissions
     or  fees  to  any underwriter in connection with any of these transactions.
     None  of  the transactions involved a public offering. We believe 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. We believe that each of
     these  persons  was  knowledgeable  about  our  operations  and  financial
     condition.

     1.     During  the  three  months  ended  June  30,  2007, we received
     $31,100  cash  from  investors  (including  one  of  our  directors)  and
     $3,200 in subscription receivable for a total sale of 240,000 shares of our
     restricted  common


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<PAGE>
     stock.  The  $3,200  subscription  receivable  was  received  subsequent to
     the  quarter  end. The market value of these issuances was $0.11 per share.

     2.     During  the  three  months  ended  June  30,  2007,  we  granted
     five  options  to  purchase  up  to  290,000  shares  of  common  stock  to
     employees  and  investors.  These options are immediately exercisable at an
     exercise price ranging from $0.06 to $0.11 per share and expire on June 13,
     2008.  We  valued  these  transactions  at  $17,795.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

     On  March  24,  2006,  we  issued  2,500,000  restricted  common  shares at
     $0.20  per  share  (or  833,334  shares of restricted common stock at $0.60
     after  a 1-for-3 reverse split) to a sophisticated investor as a collateral
     for  a  note  payable  bearing  interest  0%  and  due on May 30, 2007. The
     agreement  allowed  the investor to dispose of the shares, in part or full,
     prior to May 30, 2007. The proceeds from any such disposal would reduce the
     principal  balance  of $500,000. The promissory note is also secured by all
     assets  of  the  Company. In accordance with APB Opinion 14, Accounting for
     Convertible  Debt  and  Debt  Issued  with  Stock  Purchase  Warrants, this
     instrument is accounted for as a liability in the financial statements. The
     note  expired on May 30, 2007. We are currently in default of this Note and
     are  currently  attempting  to  negotiate  an  extension  of  this  note.

ITEM  4.  EXHIBITS

     Exhibit  31.1  -  Certification  of  Chief  Executive  Officer  and  Acting
     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  and  Acting
     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.


     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, 2007          By: /s/ Alex Genin
           ---------------          Alex Genin
                                    Chief Executive Officer and
                                    Acting Chief Financial Officer


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