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

                                   FORM 10-QSB

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

FOR THE FISCAL QUARTER ENDED JUNE 30, 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)
<TABLE>
<CAPTION>
<S>                                <C>                          <C>
          DELAWARE                             3571                 76-0582435
  (State or Other Jurisdiction     Primary Standard Industrial   (I.R.S. Employer
of Incorporation or Organization)  Classification Code Number   Identification No.)
</TABLE>

                      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 August 12, 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004


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


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

  Consolidated Condensed Balance Sheet as of June 30, 2005
    and December 31, 2004                                           F-3

  Unaudited Consolidated Condensed Statement of Operations for
    the three months and six months ended June 30, 2005 and 2004    F-4

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

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the six months ended June 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 SHEET
                         JUNE 30, 2005 AND DECEMBER 31, 2004
                                     __________


                                                                JUNE 30,      DECEMBER
                                                                  2005        31, 2004
     ASSETS                                                   (UNAUDITED)      (NOTE)
     -------                                                  ------------  ------------
<S>                                                           <C>           <C>
Current assets:
  Cash and cash equivalents                                   $     1,946   $     9,447
  Accounts receivable                                              17,993        15,367
  Inventory                                                       121,962       124,775
                                                              ------------  ------------

    Total assets                                              $   141,901   $   149,589
                                                              ============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current liabilities:
  Book overdraft                                              $    11,964   $         -
  Current portion of notes payable                                 91,754       179,401
  Current portion of long-term debt to related parties             18,000        18,000
  Accounts payable and accrued liabilities                        112,808        85,423
  Accounts payable to related parties                              23,000             -
                                                              ------------  ------------

    Total current liabilities                                     257,526       282,824

Long-term debt to related parties                                 555,258       372,600
Long-term notes payable                                           135,000             -
                                                              ------------  ------------

      Total liabilities                                           947,784       655,424
                                                              ------------  ------------

Commitments and contingencies

Stockholders' equity (deficit):
  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                                                 -         5,000
  Unissued preferred stock                                      1,030,674     1,030,674
  Accumulated deficit                                          (9,001,306)   (8,655,058)
  Subscription receivable                                          (9,500)       (9,500)
                                                              ------------  ------------

      Total stockholders' equity (deficit)                       (805,883)     (505,835)
                                                              ------------  ------------

        Total liabilities and stockholders' equity (deficit)  $   141,901   $   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 STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                          __________

                                           THREE MONTHS ENDED           SIX MONTHS ENDED
                                                JUNE 30,                    JUNE 30,
                                       --------------------------  --------------------------
                                           2005          2004          2005          2004
                                       ------------  ------------  ------------  ------------
<S>                                    <C>           <C>           <C>           <C>
Revenue:
  System Sales                         $    21,769   $   141,575   $    37,706   $   161,275
  Merchandise sales                          1,758         6,543         5,089        10,750
                                       ------------  ------------  ------------  ------------

    Total revenue                           23,527       148,118        42,795       172,025
                                       ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of systems                            4,680        63,066         7,043        73,267
  Cost of merchandise sold                   3,376         2,294         6,436         7,043
  Operating and general expenses           136,723       173,722       335,310       378,447
  Stock and option based compensation        3,300         7,860        12,300        14,160
  Depreciation expense                           -             -             -            23
                                       ------------  ------------  ------------  ------------

    Total costs and expenses               148,079       246,942       361,089       472,940
                                       ------------  ------------  ------------  ------------

Loss from operations                      (124,552)      (98,824)     (318,294)     (300,915)
                                       ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                               91             3            91             5
  Interest expense                         (15,526)       (2,831)      (28,045)      (13,151)
                                       ------------  ------------  ------------  ------------

    Other income (expense), net            (15,435)       (2,828)      (27,954)      (13,146)
                                       ------------  ------------  ------------  ------------

Net loss                               $  (139,987)  $  (101,652)  $  (346,248)  $  (314,061)
                                       ============  ============  ============  ============

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


Weighted average shares outstanding     94,095,098    92,673,108    94,372,285    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)
                                                            __________


                                                                                                                         TOTAL
                                                                                                                         STOCK-
                                                      ADDITIONAL   UNISSUED    UNISSUED     SUBSCRIP-                   HOLDERS
                                    COMMON STOCK       PAID-IN    PREFERRED     COMMON        TION       ACCUMULATED     EQUITY
                                  SHARES    AMOUNT     CAPITAL      STOCK       STOCK      RECEIVABLE      DEFICIT      (Deficit)
                                ----------  -------  -----------  ----------  ----------  ------------  -------------  ----------
<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                          -        -        9,000           -     27,000             -              -      36,000

Common stock issued for cash
  previously received              500,000      500       31,500           -    (32,000)            -              -           -

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

Net loss                                 -        -            -           -          -             -       (346,248)   (346,248)
                                ----------  -------  -----------  ----------  ----------  ------------  -------------  ----------

Balance at June 30, 2005        94,253,098  $94,253  $ 7,079,996  $1,030,674  $       -   $    (9,500)  $ (9,001,306)  $(805,883)
                                ==========  =======  ===========  ==========  ==========  ============  =============  ==========
</TABLE>

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


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   __________

                                                         JUNE 30,    JUNE 30,
                                                           2005        2004
                                                        ----------  ----------
<S>                                                     <C>         <C>
Cash flows from operating activities:
  Net loss                                              $(346,248)  $(314,061)
  Adjustment to reconcile net loss to net cash used in
    operating activities                                  225,083     (23,328)
                                                        ----------  ----------

          Net cash used in operating activities          (121,165)   (337,389)
                                                        ----------  ----------

Cash flows from financing activities:
  Proceeds from book overdraft                             11,964           -
  Proceeds from notes payable and long-term debt          115,800     131,308
  Proceeds from sale of common and preferred stock          6,900     181,650
  Payments on notes payable and long-term debt            (21,000)    (12,035)
                                                        ----------  ----------

      Net cash provided by financing activities           113,664     300,923
                                                        ----------  ----------

Net decrease in cash and cash equivalents                  (7,501)    (36,466)

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

Cash and cash equivalents, end of period                $   1,946   $   2,393
                                                        ==========  ==========


Supplemental disclosure of cash flow information:

  Cash paid for interest                                $     449   $       -
                                                        ==========  ==========
</TABLE>

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


                                       F-6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


1.   BASIS  OF  PRESENTATION  AND  SIGNIFICANT  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 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 sales. Internet merchandise sales are recognized
     at  the time the merchandise is shipped from our facility. Revenue from VIP
     Systems  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
                                   __________


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
     six months ended June 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  six  months  ended  June  30,  2005,  the  Company received an
     investment  of  $27,000  for  450,000  shares  of common stock, received an
     investment  of  $6,900  from  a  related party for 160,000 shares of common
     stock  (these  shares  included a $3,300 compensation expense as the shares
     were sold below market) and issued 500,000 shares of common stock that were
     previously  unissued.


                                       F-8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     FORWARD-LOOKING  STATEMENT  AND  INFORMATION

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

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

     CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     The  Company's  discussion  and  analysis  of  its  financial condition and
     results of operations are based upon its consolidated financial statements,
     which  have  been prepared in accordance with generally accepted accounting
     principles  in  the  United  States.

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


                                        3
<PAGE>
     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 elected to not change to the fair value based method of
     accounting  for  stock  based  compensation.

     REVENUE  RECOGNITION

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

     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.

     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


                                        4
<PAGE>
     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.

     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  will be 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 two 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, if approved, 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.

     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  believe that this will open new opportunities for our
     company  to  introduce  our  product  line  to  a large number of potential
     customers.

     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. As
     a  result  of  these meetings, we are currently in negotiations to open new
     dealerships  in  Europe  and  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 $346,248 and $314,061 during the six months ended
     June  30, 2005 and 2004, respectively. We also had negative cash flows from
     operations  of  $121,165  and $337,389 during the six months ended June 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 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 accumulative deficit of $9,001,306
     June  30,  2005.  Revenues  for  the  three months ended June 30, 2005 were
     $23,527  compared  to  revenues of $148,118 for the three months ended June
     30,  2004.  The  decrease  in  revenue  is  a  result  of  normal  business
     fluctuations.  Losses in the three months ended June 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.


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<PAGE>
     RESULTS  OF  OPERATIONS

     By  the  end  of  2003,  as  part  of  our  plan  to  transition out of the
     telecommunications  business  we  completed  our  divestiture  of  our four
     overseas  subsidiaries  as  follows:

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

          -    In  2002,  we sold Andevis AS ("Andevis") back to its management,
               in  exchange  for their agreement to return 254,270 shares of our
               common  stock,  to  forego  the exercise of their scheduled stock
               option  and  to  retain  100,000  shares  of  the common stock we
               originally  tendered  to  acquire  Andevis;

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

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


     THE  THREE MONTHS ENDED JUNE 30, 2005 AS COMPARED TO THE THREE MONTHS ENDED
     JUNE  30,  2004

     During  the  three months ended June 30, 2005, our revenues were $23,527 as
     compared  to  $148,118  for  the  three  months  ended  June  30,  2004.

     During the three months ended June 30, 2005, operating and general expenses
     decreased  by  $36,999  or  21% to $136,723 as compared to the three months
     ended  June 30, 2004. This decrease was the result of expense optimization.

     During  the three months ended June 30, 2005, we had stock and option based
     compensation of $3,300 as compared to $7,860 in the three months ended June
     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 June 30, 2005, we had a net loss of $139,987
     as  compared  to  a net loss of $101,652 in the three months ended June 30,
     2004.

     THE SIX MONTHS ENDED JUNE 30, 2005 AS COMPARED TO THE SIX MONTHS ENDED JUNE
     30,  2004

     During  the  six  months  ended June 30, 2005, our revenues were $42,795 as
     compared  to  $172,025  for  the  six  months  ended  June  30,  2004.

     During  the  six months ended June 30, 2005, operating and general expenses
     decreased by $43,137 or 11% to $335,310 as compared to the six months ended
     June  30,  2004.  This  decrease  was  the  result of expense optimization.

     During  the  six  months ended June 30, 2005, we had stock and option based
     compensation of $12,300 as compared to $14,160 in the six months ended June
     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 six months ended June 30, 2005, we had a net loss of $346,248 as
     compared  to  a net loss of $314,061 in the six months ended June 30, 2004.


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<PAGE>
     LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June  30,  2005,  we had cash resources of $1,946. We estimate that
     during  three  months ending September 30, 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 June 30, 2005, we received $6,900 in cash for
     shares  of  our  common  stock  from  related  party  investors.

     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-June 2005, United Capital made several loans to the Company under three
     separate  promissory  notes  for  a total principal amount of $33,000 which
     bear interest at the rate of 8% and which are due in May-June 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 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 June 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.

     During the three months ended June 30, 2005, we received $6,900 for a total
     of 160,000 shares of our common stock from two related party investors. The
     market  value for these issuances was $0.07 per share. These sales resulted
     in  a  $3,300 charge to compensation expense for the quarter ended June 30,
     2005,  for  the  difference between the sales price and the market price at
     the  date  of  sale.


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:  August  15,  2005         By: /s/ Alex Genin
                                      Alex Genin
                                      Chief Executive Officer and
                                      Acting Chief Financial Officer


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