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

                  5120 WOODWAY
                   SUITE 9024
                  HOUSTON, TEXAS                              77056
         (Address and telephone number                      (Zip Code)
         of Principal Executive Offices)

                                 (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 November 12, 2007:

           TITLE OF CLASS                   NUMBER OF SHARES OUTSTANDING
     -------------------------------        ----------------------------
     Common Stock, $0.001 par value.                33,453,671


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                                         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    9

Item 3. Default Upon Senior Securities                                 9

Item 6. Exhibits                                                      10

SIGNATURES                                                            10
</TABLE>


                                       2
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________




              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 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 September 30, 2007
    and December 31, 2006                                               F-3

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

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

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the nine months ended September 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
                    SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
                                   __________


                                                           SEPTEMBER 30,    DECEMBER 31,
                                                               2007             2006
                                                            (UNAUDITED)      (AUDITED)
                                                          ---------------  --------------
<S>                                                       <C>              <C>
ASSETS
------

Current assets:
  Cash and cash equivalents                               $        8,288   $      95,138
  Accounts receivable                                             30,924           2,729
  Employee receivables                                            20,326          12,851
  Due from related parties                                         3,766          19,863
  Inventory                                                       12,752          42,765
                                                          ---------------  --------------

    Total assets                                          $       76,056   $     173,346
                                                          ===============  ==============


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

Current liabilities:
  Notes payable                                           $      138,002   $      81,349
  Accounts payable and accrued liabilities                       176,138         125,447
  Current portion of notes payable to related parties            209,100         382,473
  Convertible notes payable                                      500,000         500,000
  Deferred revenue                                               204,109         204,109
                                                          ---------------  --------------
    Total current liabilities                                  1,227,349       1,293,378

Notes payable to related parties, non-current                    520,675         275,088
                                                          ---------------  --------------

      Total liabilities                                        1,748,024       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          33,454          32,799
  Additional paid-in capital                                   9,137,220       8,782,753
  Accumulated deficit                                        (10,841,877)    (10,208,047)
  Subscription receivable                                         (5,265)         (7,125)
                                                          ---------------  --------------

      Total stockholders' deficit                             (1,671,968)     (1,395,120)
                                                          ---------------  --------------

        Total liabilities and stockholders' deficit       $       76,056   $     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 NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                   __________

                                    THREE MONTHS ENDED           NINE MONTHS ENDED
                                       SEPTEMBER 30,               SEPTEMBER 30,
                                     2007          2006          2007          2006
                                 ------------  ------------  ------------  ------------
<S>                              <C>           <C>           <C>           <C>
Revenue:
  System sales                   $   148,880   $     7,736   $   348,126   $   133,311
  Merchandise sales                        -        52,348             -        56,910
                                 ------------  ------------  ------------  ------------

    Total revenue                    148,880        60,084       348,126       190,221
                                 ------------  ------------  ------------  ------------

Costs of sales:
  Cost of systems                     67,886         4,729       184,507        43,743
  Cost of merchandise sold                 -        64,265             -        65,491
                                 ------------  ------------  ------------  ------------

    Total cost of sales               67,886        68,994       184,507       109,234
                                 ------------  ------------  ------------  ------------

Gross Margin                          80,994        (8,910)      163,619        80,987

Selling, general and
   administrative expenses           212,059       426,053       747,887       832,866
                                 ------------  ------------  ------------  ------------


Loss from operations                (131,065)     (434,963)     (584,268)     (751,879)
                                 ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                          -             -             -             -
  Interest expense                   (18,110)      (22,971)      (49,562)      (68,773)
                                 ------------  ------------  ------------  ------------

    Other income (expense), net      (18,110)      (22,971)      (49,562)      (68,773)
                                 ------------  ------------  ------------  ------------

Net loss                         $  (149,175)  $  (457,934)  $  (633,830)  $  (820,652)
                                 ============  ============  ============  ============

Basic and diluted net loss per
  common share                   $     (0.00)  $     (0.01)  $     (0.02)  $     (0.03)
                                 ============  ============  ============  ============

Weighted average shares
  outstanding                     33,358,617    32,172,789    33,056,894    31,792,885
                                 ============  ============  ============  ============
</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 NINE MONTHS ENDED SEPTEMBER 30, 2007
                                   __________

                                                                                                                   TOTAL
                                                                          ADDITIONAL    SUBSCRIP-                  STOCK-
                                                                           PAID-IN        TION      ACCUMULATED   HOLDERS'
                            PREFERRED STOCK       COMMON STOCK             CAPITAL     RECEIVABLE     DEFICIT     DEFICIT
                           SHARES    AMOUNT     SHARES      AMOUNT
----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>      <C>         <C>          <C>           <C>         <C>            <C>
Balance at December
  31, 2006                4,500,000  $ 4,500  32,798,670  $    32,799  $  8,782,753  $  (7,125)  $(10,208,047)  $(1,395,120)

Common stock
  issued for cash                 -        -     630,001          630       115,670          -              -       116,300

Common stock
  issued to
  employees for services          -        -      25,000           25         2,725          -              -         2,750

Compensatory
  stock options
  issued to  employees            -        -           -            -        69,943          -              -        69,943

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                      -        -           -            -             -      1,860              -         1,860

Net loss                          -        -           -            -             -          -       (633,830)     (633,830)
----------------------------------------------------------------------------------------------------------------------------

Balance at September
  30, 2007                4,500,000  $ 4,500  33,453,671  $    33,454  $  9,137,220  $  (5,265)  $(10,841,877)  $(1,671,968)
                          =========  =======  ==========  ===========  ============  ==========  =============  ============
</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 NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                   __________

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

Cash flows from operating activities:
  Net loss                                               $     (633,830)  $     (820,652)
  Adjustments to reconcile net loss to net cash used in
    operating activities:

    Stock based payments                                        238,821          322,454
    Changes in operating assets and liabilities:
      Accounts receivable                                       (19,572)          11,056
      Inventory                                                  30,013           67,204
    Accounts payable and accrued liabilities                     50,691          (51,001)
                                                         ---------------  ---------------
          Net cash used in operating activities                (333,877)        (470,939)
                                                         ---------------  ---------------


Cash flows from financing activities:
  Net proceeds from notes payable                                56,653          (12,488)
  Proceeds from notes payable and long-term debt
    to related party                                             77,000           14,500
  Proceeds from notes payable secured by issuance
    of common stock                                                   -          500,000
  Proceeds from sale of common stock                            118,160          212,375
  Payments for notes payable and long-term debt
    to related party                                             (4,786)        (247,550)
                                                         ---------------  ---------------
          Net cash provided by financing activities             247,027          466,837
                                                         ---------------  ---------------

Net decrease in cash and cash equivalents                       (86,850)          (4,102)

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

Cash and cash equivalents, end of period                 $        8,288   $        5,047
                                                         ===============  ===============


Supplemental disclosure of cash flow information:

  Cash paid for interest                                 $       12,017   $       75,042
                                                         ===============  ===============
</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 NINE MONTHS ENDED SEPTEMBER 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 NINE MONTHS ENDED SEPTEMBER 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 either upon delivery of systems
     or  for major long-term projects, recognized upon completion of each phase.

     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 NINE MONTHS ENDED SEPTEMBER 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.

     ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES
     --------------------------------------------

     Accrued  liabilities  include  interest  payable  to related parties. As of
     September  30,  2007, the total accrued interest payable to related parties
     is  $113,237.

     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 NINE MONTHS ENDED SEPTEMBER 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  September 30, 2007, issued 25,000 shares
     to  employees  for services. The company granted six options to purchase up
     to  85,000  shares  of  common  stock  to  employees.  These  options  are
     immediately  exercisable  at  an exercise price ranging from $0.08 to $0.11
     per  share  and  expire  on  July  11,  2008.

     The  company  recognized  $2,750  stock-based  compensation  for  25,000
     shares  issued to employees for services and $4,452 for options to purchase
     up  to  85,000  shares  in  the  three  months  ended  September  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 NINE MONTHS ENDED SEPTEMBER 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  September  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
     December  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 NINE MONTHS ENDED SEPTEMBER 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
     2008  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,  the  Company  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 0% interest 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  in default of this Note and an
     extension  is  under  negotiation  as  of  September  30,  2007.

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

     During  the  three  months  ended  September  30,  2007,  the  company sold
     290,000  shares  of  restricted common stock to investors (including one of
     the directors) for cash and issued 25,000 shares to employees for services.
     The  market  value of these issuances ranged from $0.11 to $0.30 per share.
     The  company  granted six options to purchase up to 85,000 shares of common
     stock  to  employees.  These  options  are  immediately  exercisable  at an
     exercise price ranging from $0.08 to $0.11 per share and expire on July 11,
     2008. There were 40,000 share options to investors and 38,334 share options
     to  employees that expired and an option for 50,000 shares was exercised in
     the  same  period.]

     The  company  recognized  $2,750  stock-based  compensation  for  25,000
     shares  issued to employees for services and $4,452 for options to purchase
     up  to  85,000  shares  in  the  three  months  ended  September  30, 2007.


                                      F-12
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED  FINANCIAL  STATEMENTS

     Please  see  financial  statements  beginning  on  page  F-1


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 either upon delivery of systems
     or  for major long-term projects, recognized upon completion of each phase.
     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.

     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.


                                       1
<PAGE>
     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  $238,821  stock-based  compensation  cost  in  the  nine
     months  ended September 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.

     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


                                       2
<PAGE>
     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  September  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.

     We  are  engaged  in  the  development,  production  and  sale  of  home
     automation  and  video surveillance systems, including highly sophisticated
     marine  video  surveillance  applications. 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  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


                                       3
<PAGE>
     Security  System  on  one  of  the  MARAD's military vessels at the Port of
     Houston.  The  presentation of this technology was held on October 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  former Soviet Union 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.

     PROJECTS

     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 Texas. We are now working on much larger proposals for their new "under
     construction"  hotels.

     Projects  in  Florida

     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 the second phase of the
     installation  was  started  in  the  third  quarter  of  2007.

     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 have opened a formal office in Miami in
     October  2007.

     Projects  in  Houston

     We  are  bidding  on  several  high-rise  condominium  projects  in  the
     Houston  and  Miami  area.  As  a  result, we signed an initial contract in
     August  2007  with  a  new  luxury  high-rise complex in Houston to install
     security  solution  as  well  as  to  design  for  the  owners  a  new
     state-of-the-art  "Concierge"  Digital Living Automation software. This has
     created  new  opportunities  for  our  home  automation  solutions.  We are
     currently  working  on  the  software  design  and  planning  to  invest in
     marketing  the  "Concierge"  concept  into  other  regions.

     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 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.


                                       4
<PAGE>
     Projects in Russia

     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 to sell our products 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.

     In  September  2007,  we  have  signed  a  joint  working  agreement  with
     Decisive  Analytics  Corporation,  a  US  defense system integrator. We are
     working with them on possibilities of implementing some of our technologies
     into  their  current  research  product.  We  are also working with them on
     possibilities  on  designing complex security solutions for potential power
     plant  projects in Russia currently under development with Washington Group
     International,  Inc.

     We  are  also  currently  considering  a  teaming  agreement  with  Worley
     Parsons  Energy  Company,  a  leading  Australian  engineering construction
     conglomerate,  to  be  involved  with  our  company in the construction and
     development  of  our  potential  Russian  power  plant  projects.

     To  secure  execution  of  the  above-referenced  projects,  we  have  an
     agreement  with  OAO Ruselectronics, one of the largest defense contractors
     in  Russia,  to  provide  all  the necessary manpower and resources and the
     necessary  permits  for  these  projects.

     Trade  Shows

     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;


                                       5
<PAGE>
          -    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;

          -    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 $633,830 and $820,652 during the nine
     months  ended  September  30,  2007  and  2006,  respectively.  We also had
     negative  cash  flows  from  operations of $333,877 and $470,939 during the
     nine  months ended September 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
     $10,841,877  on  September  30,  2007.  Revenues  for the nine months ended
     September  30,  2007 were $348,126 compared to revenues of $190,221 for the
     nine  months  ended September 30, 2006. The increase in revenue is a result
     of  our  marketing  efforts.  Losses in the nine months ended September 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.


                                       6
<PAGE>
     THE  THREE  MONTHS  ENDED  SEPTEMBER  30,  2007  AS  COMPARED  TO THE THREE
     MONTHS  ENDED  SEPTEMBER  30,  2006

     During  the  three  months  ended  September  30,  2007,  our revenues were
     $148,880  as  compared  to $60,084 for the three months ended September 30,
     2006,  due  to  our  marketing  activities.

     During  the  three  months  ended  September 30, 2007, selling, general and
     administrative  expenses  decreased  by  $213,994  or  50%  to  $212,059 as
     compared  to  the  three months ended September 30, 2006. This decrease was
     mainly  attributable  to decreased issuance of stock options which resulted
     in  decreased  charges  to  stock and option compensation expense partially
     offset  by  an  increase  in rent, personnel related expenses and inventory
     markdowns  and  write-offs  .

     During  the  three  months  ended  September 30, 2007, we had a net loss of
     $149,175  as  compared  to a net loss of $457,934 in the three months ended
     September  30,  2006.

     THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2007  AS  COMPARED  TO  THE  NINE
     MONTHS  ENDED  SEPTEMBER  30,  2006

     During  the  nine  months  ended  September  30,  2007,  our  revenues were
     $348,126  as  compared  to $190,221 for the nine months ended September 30,
     2006,  due  to  our  marketing  activities.

     During  the  nine  months  ended  September  30, 2007, selling, general and
     administrative  expenses  decreased  by  $84,979  or  10%  to $747,887 from
     $832,866  as  compared to the nine months ended September 30, 2006. The net
     decrease was attributable to a decrease in travel and professional expenses
     and  decreased  issuance  of options which resulted in decreased charges to
     stock  and  option  compensation expense partially offset by an increase in
     personnel  related  expenses  and  inventory  markdowns  and  write-offs  .

     During  the  nine  months  ended  September  30, 2007, we had a net loss of
     $633,830  as  compared  to  a net loss of $820,652 in the nine months ended
     September  30,  2006.

     LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  September  30,  2007,  we had cash resources of $8,288. We estimate
     that  during  three  months ending December 31, 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
     2008  and  our revenue-producing operations will expand significantly. Such
     an  expansion  of operations will require funding for pending contracts. We
     anticipate  raising  additional  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  September  30, 2007, we received $73,000
     cash  from  the  sale  of  our  securities  and  $3,800  in  subscription
     receivables.

     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  $750,000.  United Capital Group is controlled by Alex
     Genin,  our chief executive officer. On March 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  was


                                       7
<PAGE>
     initially  due  March  25,  2007  and  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 bearing 8% interest rate, which were initially due between May
     2007  and  December 2007. The notes due between May 2007 and September 2007
     have  been extended three years. None of these notes are collateralized. As
     of  September  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 are due between July 2007 and May 2009. The notes
     due  which  were  initially July and August 2007 were extended three years.
     None  of  these  notes  are collateralized. As of September 30, 2007, total
     principal  amount  due  on  all  notes  to  Alex  Genin  is  $237,890.

     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 were initially due between May 2007
     and  March 2008. Four of the notes maturing October 2007 were paid off. The
     rest  of  the  notes  originally maturing between May 2007 and October 2007
     were  extended three years. On August 7, 2006, Eastern Credit Limited, Inc.
     made  a  loan  to  us under a $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  September  30,  2007,  the  total  principal amount due on all notes to
     Eastern  Credit  Limited  is  $200,002.

     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 were initially due between June
     2007  and April 2009. The note due June 2007 was extended three years. None
     of  these  notes  are  collateralized.  As of September 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 a $9,400 promissory note bearing interest of 8% which is due November
     6,  2008.  During February-May 2007, Pacific Commercial Credit, Ltd. made a
     loan  to  us  under  four  separate  promissory notes for a total principal
     amount  of  $31,500 which bear interest at the rate of 8%. Two of the notes
     are  two-year  loans  due  in  February  and  May  2009.  The other two are
     three-year  loans  due  in  April  and  May  2010.  These  notes  are  not
     collateralized. As of September 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 six separate loans
     to  us  for  a total principal amount of $37,500 which bear interest at the
     rate  of  8%  and  are due in three years between April and September 2010.
     None  of  these  notes  were  collateralized. As of September 30, 2007, the
     total  principal  amount due on all notes to Stromberg Development, Inc. is
     $37,500.

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.


                                       8
<PAGE>
                           PART II - OTHER INFORMATION

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

     During  the  three  months  ended  September  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  September  30,  2007,  we  received
     $67,500  cash  from  investors (including one of our directors) for a total
     sale  of  240,000  shares  of our restricted common stock. An option to buy
     50,000  shares  was  exercised at $0.11 for a total cash of $5,500. We also
     received  $3,800 in subscription receivables in the same period. The market
     value  of  these  issuances  ranged  from  $0.11  to  $0.30  per  share.

     2.  During  the  three  months  ended  September  30,  2007, we granted six
     options to purchase up to 85,000 shares of common stock to employees. These
     options are immediately exercisable at an exercise price ranging from $0.08
     to  $0.11  per  share  and  expire  on July 11, 2008. We also issued 25,000
     shares  of  common  stock  as  compensation  to  employees. We valued these
     transactions  at  $7,202.  Seven  options  to  purchase up to 78,000 shares
     expired  in  the  same  period,

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  in default of this Note and an
     extension  is  under  negotiation  as  of  September  30,  2007.


                                       9
<PAGE>
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:  November  13,  2007      By:  /s/  Alex  Genin
                                     Alex Genin
                                     Chief Executive Officer and
                                     Acting Chief Financial Officer


                                       10