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 SEPTEMBER 30, 2005

                                       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        Classification Code Number   Identification No.)
        Organization)

                      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 November 11, 2005:

            TITLE OF CLASS                       NUMBER OF SHARES OUTSTANDING
   -----------------------------------        ---------------------------------
   Common  Stock,  $0.001  par  value.                    94,253,098

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


<PAGE>
                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

Item 3. Controls and Procedures

                          PART II - OTHER INFORMATION

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

Item 6. Exhibits

SIGNATURES


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1.  CONSOLIDATED  FINANCIAL  STATEMENTS


                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________


              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004


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

<TABLE>
<CAPTION>
<S>                                                                     <C>
                                                                        PAGE(S)
                                                                        -------

Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheets as of September 30, 2005
    and December 31, 2004                                               F-3

  Unaudited Consolidated Condensed Statements of Operations for
    the three months and nine months ended September 30, 2005 and 2004  F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Equity for the nine months ended September 30, 2005                 F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the nine months ended September 30, 2005 and 2004               F-6

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


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                             FIRST CAPITAL INTERNATIONAL, INC.
                                CONSOLIDATED BALANCE SHEETS
                         SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
                                        __________

                                                           SEPTEMBER 30,     DECEMBER 31,
                                                               2005             2004
     ASSETS                                                 (UNAUDITED)        (NOTE)
     ------                                               ---------------  ---------------
<S>                                                       <C>              <C>
Current assets:
  Cash and cash equivalents                               $        2,204   $        9,447
  Accounts receivable                                             22,285           15,367
  Inventory                                                      120,617          124,775
                                                          ---------------  ---------------

    Total assets                                          $      145,106   $      149,589
                                                          ===============  ===============


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

Current liabilities:
  Book overdraft                                          $       24,751   $            -
  Current portion of notes payable                                     -          179,401
  Current portion of long-term debt to related parties            66,060           18,000
  Accounts payable and accrued liabilities                       204,530           85,423
                                                          ---------------  ---------------

    Total current liabilities                                    295,341          282,824

Long-term debt to related parties                                751,090          372,600
                                                          ---------------  ---------------

      Total liabilities                                        1,046,431          655,424
                                                          ---------------  ---------------

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 94,253,098 shares issued and outstanding          94,253           93,593
  Additional paid-in capital                                   7,079,996        7,029,456
  Unissued common stock                                           15,500            5,000
  Unissued preferred stock                                     1,030,674        1,030,674
  Accumulated deficit                                         (9,112,247)      (8,655,058)
  Subscription receivable                                         (9,500)          (9,500)
                                                          ---------------  ---------------

      Total stockholders' equity                                (901,324)        (505,835)
                                                          ---------------  ---------------

        Total liabilities and stockholders' equity        $      145,107   $      149,589
                                                          ===============  ===============
</TABLE>


Note:  The consolidated balance sheet at December 31, 2004 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 STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                          __________


                                           THREE MONTHS ENDED           NINE MONTHS ENDED
                                              SEPTEMBER 30,               SEPTEMBER 30,
                                       --------------------------  --------------------------
                                           2005          2004          2005          2004
                                       ------------  ------------  ------------  ------------
<S>                                    <C>           <C>           <C>           <C>
Revenue:
  System Sales                         $    52,151   $   117,390   $    89,857   $   278,665
  Merchandise sales                             37         6,609         5,127        17,359
                                       ------------  ------------  ------------  ------------

    Total revenue                           52,188       123,999        94,984       296,024
                                       ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of systems                           12,593        22,173        19,636        95,440
  Cost of merchandise sold                      10         1,315         2,918         8,358
  Operating and general expenses           143,207       229,343       482,046       607,790
  Stock and option based compensation            -           600        12,300        14,760
  Depreciation expense                           -             -             -            23
                                       ------------  ------------  ------------  ------------

    Total costs and expenses               155,810       253,431       516,900       726,371
                                       ------------  ------------  ------------  ------------

Loss from operations                      (103,622)     (129,432)     (421,916)     (430,347)
                                       ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                                3             2            94             7
  Interest expense                          (7,322)       (9,661)      (35,367)      (22,812)
                                       ------------  ------------  ------------  ------------

    Other income (expense), net             (7,319)       (9,659)      (35,273)      (22,805)
                                       ------------  ------------  ------------  ------------

Net loss                               $  (110,941)  $  (139,091)  $  (457,189)  $  (453,152)
                                       ============  ============  ============  ============

Basic and diluted net loss per
  common share                         $     (0.00)  $     (0.00)  $     (0.00)  $     (0.00)
                                       ============  ============  ============  ============


Weighted average shares outstanding     94,253,098    92,614,549    93,980,431    92,613,108
                                       ============  ============  ============  ============

</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)
                                           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                                                            __________

                                                                                                                         TOTAL
                                                      ADDITIONAL   UNISSUED    UNISSUED     SUBSCRIP-                    STOCK-
                                     COMMON STOCK      PAID-IN     PREFERRED    COMMON        TION       ACCUMULATED     HOLDERS
                                  SHARES     AMOUNT    CAPITAL       STOCK      STOCK      RECEIVABLE      DEFICIT       EQUITY
                                ----------  -------  -----------  ----------  ----------  ------------  -------------  ----------
<S>                             <C>         <C>      <C>          <C>         <C>         <C>           <C>            <C>
Balance at December 31, 2004    93,593,098  $93,593  $ 7,029,456  $1,030,674  $   5,000   $    (9,500)  $ (8,655,058)  $(505,835)

Cash received for common stock
  that has not been issued to
  related party                          -        -            -           -     51,500             -              -      51,500

Common stock issued for cash
  previously received              500,000      500       40,500           -    (41,000)            -              -           -

Common stock issued to related
  party for cash                   160,000      160       10,040           -          -             -              -      10,200

Net loss                                 -        -            -           -          -             -       (457,189)   (457,189)
                                ----------  -------  -----------  ----------  ----------  ------------  -------------  ----------

Balance at September 30, 2005   94,253,098  $94,253  $ 7,079,996  $1,030,674  $  15,500   $    (9,500)  $ (9,112,247)  $(901,324)
                                ==========  =======  ===========  ==========  ==========  ============  =============  ==========

</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 STATEMENTS OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                      __________

                                                         SEPTEMBER 30    SEPTEMBER 30,
                                                             2005            2004
                                                        --------------  --------------
<S>                                                     <C>             <C>
Cash flows from operating activities:
  Net loss                                              $    (457,189)  $    (453,152)
  Adjustment to reconcile net loss to net cash used in
    operating activities                                      151,297         (11,581)
                                                        --------------  --------------

          Net cash used in operating activities              (305,892)       (464,733)
                                                        --------------  --------------

Cash flows from financing activities:
  Proceeds from notes payable and long-term debt              349,950         239,623
  Proceeds from sale of common and preferred stock             51,500         195,650
  Payments on notes payable and long-term debt               (102,801)              -
                                                        --------------  --------------

      Net cash provided by financing activities               298,649         435,273
                                                        --------------  --------------

Net decrease in cash and cash equivalents                      (7,243)        (29,460)

Cash and cash equivalents, beginning of period                  9,447          38,859
                                                        --------------  --------------

Cash and cash equivalents, end of period                $       2,204   $       9,399
                                                        ==============  ==============


Supplemental disclosure of cash flow information:

  Cash paid for interest                                $           -   $           -
                                                        ==============  ==============
</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
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                                   __________

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

     First  Capital  International,  Inc.  (the "Company"), formerly Ranger/USA,
     Inc., 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.  Under  this  acquisition strategy, the Company
     acquired three companies in 2000 and two companies in 2001. 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,  2004.

     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.

     SIGNIFICANT  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  making  it  reasonably  possible  that a change in the estimates
     could  occur  in  the  near  term.

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

     The  Company  has  adopted  Statement  of  Financial  Accounting  Standards
     ("SFAS")  No.  123  - "Accounting for Stock Based Compensation." Under SFAS
     No.  123,  the  Company  is  permitted  to either record expenses for stock
     options  and other employee compensation plans based on their fair value at
     the  date  of  grant  or to continue to apply our current accounting policy
     under  Accounting  Principles Board, ("APB") Opinion No. 25 "Accounting for
     Stock  Issued  to  Employees,"  and recognize compensation expense, if any,
     based  on  the  intrinsic value of the equity instrument at the measurement
     date.

     The  Company  utilizes  the  disclosure-only provisions of SFAS No. 123 and
     applies  APB  Opinion  No. 25 and related interpretations in accounting for
     its  stock  option  plans. Under APB No. 25, because the exercise prices of
     the  Company's  employee stock options were less than the fair value of the
     Company's stock on the date of grant, re-pricing or extension, compensation
     expense  has  been  recognized in these financial statements to reflect the
     value  of  stock  option-related  compensation  to  employees.

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

     Revenue  is  generated  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.


                                       F-7
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                                   __________


2.   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, 2004 and 2003, the Company
     incurred  net  losses  of  $(840,564) and $(784,050), respectively, and had
     negative  cash  flows  from  operations  of $(600,739) and $(587,354). Such
     losses  and  negative  cash flows from operations have continued during the
     nine months ended September 30, 2005. 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.   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.   STOCKHOLDERS'  EQUITY
     ---------------------

     During  the  nine  months ended September 30, 2005, the Company received an
     investment  of  $33,900  for  610,000 shares of common stock from a related
     party  (these  shares  included a $3,300 compensation expense as the shares
     were  sold below market). The Company also received a partial investment of
     $15,500 from a related party for 400,000 shares of common stock, and issued
     50,000  shares of common stock to an investor that were previously unissued
     at  December  31,  2004.


                                       F-8


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,  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.

     STOCK-BASED  COMPENSATION

     We  have  adopted  Statement of Financial Accounting Standards ("SFAS") No.
     123  -  "Accounting  for Stock Based Compensation." Under SFAS No. 123, the
     Company  is permitted to either record expenses for stock options and other
     employee  compensation plans based on their fair value at the date of grant
     or  to  continue  to  apply  our current accounting policy under Accounting
     Principles  Board,  ("APB")  Opinion No. 25 "Accounting for Stock Issued to
     Employees,"  and  recognize  compensation  expense,  if  any,  based on the
     intrinsic  value  of  the  equity  instrument  at  the measurement date. We
     elected  to  not  change  to  the fair value based method of accounting for
     stock  based  compensation.


     REVENUE  RECOGNITION


                                        3
<PAGE>
     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.

     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.

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

          -  VIP  Systems,  Inc.  (a  home  automation  firm).


     INTRODUCTION

     First Capital International, Inc. 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.

     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).

     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 Moscow,
     Russia.  We  also  signed  an  agreement  with  Chimmashexport (the leading
     Russian  industrial  export  organization) to market our industrial product
     line  through  their  marketing  channels  in  the  CIS  countries.

     We  also 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.  The  defense system can also be used as an anti-terrorist device
     to preclude unauthorized use of important industrial equipment in case of a
     takeover  attempt.  We  believe  that this Solution can be marketed through
     government  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 have 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 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  Ro-Ro  vessels  at  the Port of Houston. The presentation of this
     technology  was held on October 12, 2004 at the Port of Houston facilities.
     This  event  was  covered  by  media and attended by the Houston Diplomatic
     Corp.

     In  April  2004,  through  our  Moscow  dealer,  we got a contract with the
     Russian  Trawl  Fleet  Company,  to  install video surveillance system with
     teleconference  capabilities at their headquarters. This unique combination
     will  likely  open  a  new market application for our product line. We have
     successfully  completed  this  installation  and  are currently considering
     several  other  projects  with  the  Russian  Trawl  Fleet  Company.


                                        4
<PAGE>
     We  signed a contract with A/O Topaz, one of the leading alcoholic beverage
     producers  in  Russia,  to  install  a  fully integrated video surveillance
     system  throughout  their  production  facilities  in  Russia.  The  first
     installation was completed in the second quarter of 2005. We expect to work
     with  this  group  to  integrate  other  features  offered  by VIP Systems.

     In  October 2004, we received a contract from Trammell Crow Company, one of
     the  largest  US  real  estate  developers,  to  install  a  pilot  video
     surveillance  system.  We  successfully  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's  commercial  buildings  and  multifamily  developments.

     We  are actively bidding on several hi-rise condominium projects in Houston
     and  Galveston  Area. These projects can substantially increase our revenue
     stream.

     We  are currently in negotiations with several potential dealers in Eastern
     Europe to open VIP Store dealerships. If negotiations are successful, these
     deals  can  also  substantially  improve  our  sales.

     As  a  result  of our marketing efforts, 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 have completed the installation of the demo unit in the second
     quarter of 2005 and expect to start the second phase of the installation in
     the  second  quarter  of  2006.

     In June 2005, we signed an agreement with the InnerLoopCondos.com, Inc., to
     market  our  products  throughout  their  hi-rise condominium properties in
     Houston, Texas. We installed the demo unit in the third quarter of 2005 and
     estimate that marketing will start in the first quarter of 2006. We believe
     that  this  will  open  new  opportunities for our company to introduce our
     product  line  to  a  large  number  of  potential  customers.

     In  September  2005  we  signed a contract with Sunhill Group to market our
     basic  home  automation  package throughout their new high rise condominium
     towers  in  Galveston,  Texas.  We expect that their marketing efforts will
     start  in  the  second  quarter  of  2006.

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

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

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

          -  The  House  Beautiful  Show  in  Houston,  Texas  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,  Nevada  in  January 2003 and 2004;

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

          -  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;

     In  March  2004,  we  attended  the  CeBIT  show, one of the major European
     electronics  shows  in  Hannover, Germany, as a Member of the United States
     Department  of  Commerce  Exhibitor's  Pavilion.  At  this  show,


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<PAGE>
     we had several meetings with prospective dealers from various countries. We
     are  currently  in  negotiations  to open new dealerships in Europe and the
     Middle  East.


     ANALYSIS  OF  FINANCIAL  CONDITION

     We  currently  have 14 employees and are planning to increase the number of
     our  employees  as  needed.  Expansion of our work force and support of our
     current  operations  will  be  financed  from the 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 $457,189 and $453,152 during the nine months ended
     September  30, 2005 and 2004, respectively. We also had negative cash flows
     from  operations  of  $305,892  and  464,733  during  the nine months ended
     September 30, 2005 and 2004, 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 former 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, 2004 and 2003, 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 $9,112,247
     September  30, 2005. Revenues for the three months ended September 30, 2005
     were  $52,188  compared  to revenues of $123,999 for the three months ended
     September  30, 2004. The decrease in revenue is a result of normal business
     fluctuations.  Losses in the three months ended September 30, 2005 and 2004
     were attributable primarily to the early 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 give no assurances that we will be able to
     successfully  compete  in  this  market. We believe that VIP Systems(TM) is
     more integrated and has more functionality than other products currently in
     the  home  automation  market.  VIP  Systems(TM)  is  more  affordable  for
     distributors and the general public, compared to similar units manufactured
     by  Crestron  Electronics, Inc., HAI and ELAN Home Systems, Inc. Management
     believes  these  factors give us 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.


                                        6
<PAGE>
     THE  THREE  MONTHS ENDED SEPTEMBER 30, 2005 AS COMPARED TO THE THREE MONTHS
     ENDED  SEPTEMBER  30,  2004

     During the three months ended September 30, 2005, our revenues were $52,188
     as  compared to $123,999 for the three months ended September 30, 2004, due
     to  scaling  down  our  marketing  activities  overseas.

     During  the  three  months  ended September 30, 2005, operating and general
     expenses  decreased  by $86,136 or 37% to $143,207 as compared to the three
     months  ended  September  30, 2004. This decrease was the result of expense
     optimization.

     During  the  three months ended September 30, 2005, we had stock and option
     based  compensation  of  $0  as  compared to $600 in the three months ended
     September 30, 2004. The decrease was the result of fewer issuances or sales
     of  common stock at a below market prices. The 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  September 30, 2005, we had a net loss of
     $110,941  as  compared  to a net loss of $139,091 in the three months ended
     September  30,  2004.


     THE  NINE  MONTHS  ENDED  SEPTEMBER 30, 2005 AS COMPARED TO THE NINE MONTHS
     ENDED  SEPTEMBER  30,  2004

     During  the nine months ended September 30, 2005, our revenues were $94,984
     as  compared  to $296,024 for the nine months ended September 30, 2004, due
     to  scaling  down  our  marketing  activities  overseas.

     During  the  nine  months  ended  September 30, 2005, operating and general
     expenses  decreased  by $125,744 or 21% to $482,046 as compared to the nine
     months  ended  September  30, 2004. This decrease was the result of expense
     optimization.

     During  the  nine  months ended September 30, 2005, we had stock and option
     based  compensation  of  $12,300  as compared to $14,760 in the nine months
     ended September 30, 2004. The decrease was the result of fewer issuances or
     sales  of  common  stock  at  a  below market prices. The 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  nine  months  ended  September  30, 2005, we had a net loss of
     $457,189  as  compared  to  a net loss of $453,152 in the nine months ended
     September  30,  2004.


     LIQUIDITY  AND  CAPITAL  RESOURCES

     As of September 30, 2005, we had cash resources of $2,204. We estimate that
     during three months ending December 31, 2005, our cash requirements will be
     approximately  $180,000  (or  approximately  $60,000  per month). We do not
     presently  believe  that we will have positive cash flow from operations in
     2005  unless our revenue-producing operations expand significantly. Such an
     expansion of operations would require that we raise a substantial amount of
     capital  through  the sale of our stock or through borrowing. Such sales of
     our common stock would continue until cash flow from operations is adequate
     to  fund  our  ongoing  cash  requirements.  Although  we  plan  to  obtain
     additional  financing through the sale of our common stock and by obtaining
     debt  financing,  there is no assurance that capital will be available from
     any  source,  or, if available, upon terms and conditions acceptable to us.

     We  currently have no material commitments for capital expenditures for our
     U.S. operations. We anticipate that the following expenditures will be made
     in  2005  if funds are available: $250,000 for continued development of our
     home  automation  and  video  security  business and $100,000 for marketing
     expenses.

     During  the  three  months ended September 30, 2005, we received $12,500 in
     cash  for  shares  of  our  common  stock  from one related party investor.


                                        7
<PAGE>
     During  2004,  under  the Agreement signed on February 6, 2003, the Company
     received  the  last  installments of $163,800 from United Capital Group for
     preferred  stock  that  has not yet been issued. This brings United Capital
     Group's  total  investment  in unissued preferred stock to $750,674. United
     Capital  Group  is  controlled by Alex Genin, the Company's chief executive
     officer.  On March 11, 2004, United Capital also made a loan to the Company
     under  an $80,000 promissory note bearing interest of 6%. This note was due
     on March 11, 2005, but has been extended until March 11, 2007. 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. During
     May-September  2005, United Capital made several loans to the Company under
     nine  separate  promissory  notes  for  a total principal amount of $73,000
     which  bear  interest  at the rate of 8% and which are due in May-September
     2007.  None  of  these  notes  are  collateralized.

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

     As  previously  discussed,  our  former  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, 2004 and 2003,
     indicating that substantial doubt exists about our ability to continue as a
     going  concern.


ITEM 3.  CONTROLS  AND  PROCEDURES

     Alex Genin, our Chief Executive Officer and acting Chief 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 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.


                                        8
<PAGE>
                           PART II - OTHER INFORMATION


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

     During  the  three  months  ended  September  30,  2005,  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.

     As  previously  reported,  in  June  2005 we received $3,000 from a related
     party  investor.  During  the  three  months  ended  September 30, 2005, we
     received  $12,500 from the same related party investor. Upon receipt of the
     $500  remaining  balance  due  to the Company, we will complete the sale of
     400,000  restricted  shares of our common stock. These shares are presently
     unissued.


ITEM  6.  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: November 14, 2005          By: /s/ Alex Genin
                                      Alex Genin
                                      Chief Executive Officer and
                                      Acting Chief Financial Officer


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