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, 2004

                                       OR

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

FOR THE TRANSITION PERIOD FROM          TO

                          COMMISSION FILE NO. 000-26271

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

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

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


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchanged Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes        No

Number of shares outstanding as of the close of business on August 16, 2004:

<TABLE>
<CAPTION>
                   TITLE OF CLASS          NUMBER OF SHARES OUTSTANDING
          -------------------------------  ----------------------------
<S>                                        <C>
          Common Stock, $0.001 par value.           92,701,432
</TABLE>

     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. Changes in Securities and Small Business Issuer Purchases of Equity
Securities

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>


                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________


              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003


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


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

Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheet as of June 30, 2004
    and December 31, 2003                                         F-3

  Unaudited Consolidated Condensed Statement of Operations for
    the three months and six months ended June 30, 2004 and 2003  F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Equity for the six months ended June 30, 2004                 F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the six months ended June 30, 2004 and 2003               F-6

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


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                           FIRST CAPITAL INTERNATIONAL, INC.
                               CONSOLIDATED BALANCE SHEET
                          JUNE 30, 2004 AND DECEMBER 31, 2003
                                       __________

                                                               JUNE 30,      DECEMBER
                                                                 2004        31, 2003
     ASSETS                                                  (UNAUDITED)      (NOTE)
     ------                                                  ------------  ------------
<S>                                                          <C>           <C>
Current assets:
  Cash and cash equivalents                                  $     2,393   $    38,859
  Accounts receivable                                             19,312         4,222
  Inventory                                                      132,762       136,558
                                                             ------------  ------------

    Total current assets                                         154,467       179,639

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

      Total assets                                           $   154,467   $   179,662
                                                             ============  ============


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

Current liabilities:
  Notes payable and current portion of long-term debt        $    91,531   $    87,273
  Notes payable to related parties                               326,293       207,291
  Book overdraft                                                   6,348             -
  Accounts payable and accrued liabilities                        37,858        70,422
                                                             ------------  ------------

    Total current liabilities                                    462,030       364,986

Long-term debt                                                     5,673         9,660
                                                             ------------  ------------

      Total liabilities                                          467,703       374,646
                                                             ------------  ------------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 92,711,432 and 92,376,432 shares issued
    and outstanding at June 30, 2004 and December 31, 2003,
    respectively                                                  92,711        92,376
  Additional paid-in capital                                   6,705,234     6,669,760
  Unissued preferred stock                                     1,007,874       866,874
  Unissued common stock                                           19,000             -
  Accumulated deficit                                         (8,128,555)   (7,814,494)
  Subscription receivable                                         (9,500)       (9,500)
                                                             ------------  ------------

      Total stockholders' deficit                               (313,236)     (194,984)
                                                             ------------  ------------

        Total liabilities and stockholders' deficit          $   154,467   $   179,662
                                                             ============  ============
<FN>

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

                  The accompanying notes are an integral part of these
                 unaudited consolidated condensed financial statements.
</TABLE>


                                       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, 2004 AND 2003
                                          __________


                                           THREE MONTHS ENDED           SIX MONTHS ENDED
                                                 JUNE 30,                    JUNE 30,
                                       --------------------------  --------------------------
                                           2004          2003          2004        2003  _
                                       ------------  ------------  ------------  ------------
<S>                                    <C>           <C>           <C>           <C>
Revenue:
  System Sales                         $   141,575   $   121,924   $   161,275   $   175,580
  Merchandise sales                          6,543         7,231        10,750        16,174
                                       ------------  ------------  ------------  ------------

    Total revenue                          148,118       129,155       172,025       191,754
                                       ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of systems                           63,066        61,628        73,267        96,915
  Cost of merchandise sold                   2,294         4,875         7,043        10,625
  Operating and general expenses           173,722       141,109       378,447       329,390
  Stock and option based compensation        7,860             -        14,160         6,476
  Research and development                       -         3,262             -        22,251
  Depreciation expense                           -           164            23           394
                                       ------------  ------------  ------------  ------------

    Total costs and expenses               246,942       211,038       472,940       466,051
                                       ------------  ------------  ------------  ------------

Loss from operations                       (98,824)      (81,883)     (300,915)     (274,297)
                                       ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                                3            37             5            79
  Interest expense                          (2,831)       (2,610)      (13,151)       (5,060)
                                       ------------  ------------  ------------  ------------

    Other income (expense), net             (2,828)       (2,573)      (13,146)       (4,981)
                                       ------------  ------------  ------------  ------------

Loss from continuing operations           (101,652)      (84,456)     (314,061)     (279,278)

Discontinued operations - Loss from
  operation of discontinued business
  segment                                        -        (1,590)            -        (3,780)
                                       ------------  ------------  ------------  ------------

Net loss                               $  (101,652)  $   (86,046)  $  (314,061)  $  (283,058)
                                       ============  ============  ============  ============

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

    Net loss                           $     (0.00)  $     (0.00)  $     (0.00)  $     (0.00)
                                       ============  ============  ============  ============


Weighted average shares outstanding     92,673,108    92,238,932    92,613,108    91,693,871
                                       ============  ============  ============  ============
<FN>


                     The accompanying notes are an integral part of these
                    unaudited consolidated condensed financial statements.
</TABLE>


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                               FIRST CAPITAL INTERNATIONAL, INC.
                         UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                          __________


                                                                                                                      TOTAL
                                                   ADDITIONAL    UNISSUED   UNISSUED    SUBSCRIP-                     STOCK-
                                COMMON     STOCK     PAID-IN    PREFERRED    COMMON        TION       ACCUMULATED    HOLDERS
                                SHARES    AMOUNT     CAPITAL      STOCK       STOCK     RECEIVABLE      DEFICIT       EQUITY
                              ----------  -------  -----------  ----------  ---------  ------------  -------------  ----------
<S>                           <C>         <C>      <C>          <C>         <C>        <C>           <C>            <C>

Balance at December 31, 2003  92,376,432  $92,376  $ 6,669,760  $  866,874  $       -  $    (9,500)  $ (7,814,494)  $(194,984)

Cash received for unissued
  preferred stock                      -        -            -     141,000          -            -              -     141,000

Cash received for unissued
  common stock                         -        -            -           -     19,000            -              -      19,000

Common stock issued for cash
  and services of $2,760         265,000      265       24,145           -          -            -              -      24,410

Common stock issued for
  services                        70,000       70        4,829           -          -            -              -       4,899

Compensatory stock options
  issued to officers and
  employees                            -        -        6,500          --          -            -              -       6,500

Net loss                               -        -            -           -          -            -       (314,061)   (314,061)
                              ----------  -------  -----------  ----------  ---------  ------------  -------------  ----------

Balance at June 30, 2004      92,711,432  $92,711  $ 6,705,234  $1,007,874  $  19,000  $    (9,500)  $ (8,128,555)  $(313,236)
                              ==========  =======  ===========  ==========  =========  ============  =============  ==========
<FN>


                                     The accompanying notes are an integral part of these
                                    unaudited consolidated condensed financial statements.
</TABLE>


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   __________


                                                         JUNE 30,    JUNE 30,
                                                           2004        2003
                                                        ----------  ----------
<S>                                                     <C>         <C>
Cash flows from operating activities:
  Net loss                                              $(314,061)  $(283,058)
  Adjustment to reconcile net loss to net cash used in
    operating activities                                  (23,328)     12,142
                                                        ----------  ----------

    Net cash used in continuing operations               (337,389)   (270,916)
    Net cash provided by (used in) discontinued
      operations                                                -        (252)
                                                        ----------  ----------

      Net cash used in operating activities              (337,389)   (271,168)
                                                        ----------  ----------

Cash flows from financing activities:
  Proceeds from notes payable and long-term debt          131,308     131,308
  Proceeds from sale of common and preferred stock        181,650     118,700
  Payments on notes payable and long-term debt            (12,035)     (8,582)
                                                        ----------  ----------

    Net cash provided by continuing operations            300,923     241,426
    Net cash used in discontinued operations                    -           -
                                                        ----------  ----------

      Net cash provided by financing activities           300,923     241,426
                                                        ----------  ----------

Effects of exchange rate changes on cash:
  Continuing operations                                         -           -
  Discontinued operations                                       -         942
                                                        ----------  ----------

    Total effect of exchange rate changes on cash               -         942
                                                        ----------  ----------

Net decrease in cash and cash equivalents                 (36,466)    (28,800)

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

Cash and cash equivalents, end of period                $   2,393   $  41,622
                                                        ==========  ==========
<FN>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
</TABLE>


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


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

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial information and with the instructions to Form 10-QSB and
     Article  10  of Regulation S-B. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  six-month  periods  ended  June  30, 2004 and 2003 are not necessarily
     indicative  of  the  results  that  may be expected for the respective full
     years.

     A  summary  of  the  Company's  significant  accounting  policies and other
     information  necessary  to  understand these consolidated interim financial
     statements  is  presented in the Company's audited financial statements for
     the  years  ended  December  31,  2003 and 2002. Accordingly, the Company's
     audited  financial  statements  should  be  read  in  connection with these
     financial  statements.

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

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

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

     REVENUE RECOGNITION

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

     STOCK-BASED COMPENSATION

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


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


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

     Since  the  Company  began  operations,  it  has been dependent on debt and
     equity  raised from individual investors and related parties to sustain its
     operations.  During the years ended December 31, 2003 and 2002, the Company
     incurred  net  losses of $(784,050) and $(1,145,415), respectively, and had
     negative  cash  flows  from  operations  of $(587,354) and $(801,327). Such
     losses  and  negative  cash flows from operations have continued during the
     three  months  ended  June  30, 2004. These factors raise substantial doubt
     about  the  Company's  ability  to  continue  as  a  going  concern.

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

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

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

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

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

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

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


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

     Following  is  summary  results of operations information for the Company's
     discontinued  segments  for  the three months and six months ended June 30,
     2003:

<TABLE>
<CAPTION>
                                         THREE MONTHS    SIX MONTHS
                                        --------------  ------------
<S>                                     <C>             <C>

     Service revenue                    $      11,674   $    23,365
                                        --------------  ------------

     Costs and expenses:
       Operating and general expenses           5,862        12,182
       Supplies and materials                   5,999        12,158
       Depreciation expense                     1,403         2,805
                                        --------------  ------------

         Total costs and expenses              13,264        27,145
                                        --------------  ------------

     Loss from discontinued operations  $      (1,590)  $    (3,780)
                                        ==============  ============
</TABLE>


                                       F-8
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


4.   FEDERAL INCOME TAXES
     --------------------

     The  difference  between the 34% federal statutory income tax rate shown in
     the  accompanying interim financial statements is primarily attributable to
     an increase in the valuation allowance applied against the tax benefit from
     utilization  of  net  operating  loss  carryforwards.


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

     During  the  six  months  ended  June  30,  2004,  the  Company received an
     investment  of  $141,000 from United Capital Group for preferred stock that
     has not yet been issued. The investment brings United Capital Group's total
     investment in unissued preferred stock to $727,874. United Capital Group is
     controlled by Alex Genin, the Company's chief executive officer. During the
     six  months  ended  June  30,  2004, United Capital also made a loan to the
     Company  under  an  $80,000  promissory note bearing interest of 6% and due
     March  11,  2005.  This  note  is  un-collateralized.


                                       F-9
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


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 under different assumptions or conditions,
          and  these  differences  may  be  material.

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

          REVENUE  RECOGNITION

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


                                        3
<PAGE>
          STOCK-BASED  COMPENSATION

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

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

          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);  and

               -    Ranger  Car  Care  Corporation  (now  dormant).


          INTRODUCTION

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

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

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

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

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

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


                                        4
<PAGE>
          products.   Also during Spring 2004, we successfully completed several
          video  surveillance  installations in the restaurant/bar sector of the
          market,  as  well  as  one  of the Houston's Marriott Hotel locations.

          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. 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"). 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. Currently, we are preparing a
          pilot  project to demonstrate this technology. This pilot project will
          be  presented  in cooperation with the Port of Houston Authorities and
          the U.S. Coast Guard. We believe that the success of this installation
          will  open  new  and  exciting  opportunities  for  us  worldwide.

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

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

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

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

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

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

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

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

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

               -    The  Electronic  House  Expo  in  Orlando,  FL  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, we
          had  several meetings with prospective dealers from various countries.
          As  a  result  of  these meetings, we are currently in negotiations to
          open  new  dealerships  in  Europe  and  Middle  East.

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

          Through our Moscow Dealer, we recently got a contract with 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 currently
          considering  several  other  projects  with  the  Russian  Trawl Fleet
          Company.

          We  recently awarded a dealership to VIP Distribution LLC in New York,
          New York. This dealer has a state-of-the-art showroom in the center of
          Manhattan  which  can  provide exposure for our products among upscale
          New  York  customers.  As  a result of our marketing activities in New
          York  City,  in  June  2004,  we


                                        5
<PAGE>
          received  a  contract  to  open  a  showroom in the luxurious 800-unit
          Oceana Avenue condominium complex in Brooklyn, New York. This contract
          presents  an  outstanding  marketing  opportunity  for  us.

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


          ANALYSIS OF FINANCIAL CONDITION

          We  currently  plan to increase the number of our employees. Expansion
          of  our  work  force  and  support  of  our current operations will be
          financed  from  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 $314,061 and $283,058 during the
          six  months  ended  June  30, 2004 and 2003, respectively. We also had
          negative  cash  flows  from operations of $337,389 and $271,168 during
          the  six  months  ended  June  30,  2004 and 2003, 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, 2003 and 2002, indicating that substantial
          doubt  exists  about  our  ability  to  continue  as  a going concern.

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

          Recurring  losses  have  resulted  in  an  accumulative  deficit  of
          $8,128,555  at  June  30,  2004,  and $7,814,494 at December 31, 2003.
          Revenues  from  continuing  operations for the three months ended June
          30,  2004 were $148,118 compared to revenues of $129,155 for the three
          months ended June 30, 2003. The increase in revenue is a direct result
          of slightly higher sales of our home automation systems. Losses in the
          three  months ended June 30, 2004 and 2003 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.


                                        6
<PAGE>
          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.


          RESULTS  OF  OPERATIONS

          As  of  June 30,  2004,  as  part  of  our  plan  to transition out of
          the  telecommunications  business  and  to  focus  on  home automation
          technology,  we  completed  our  divestiture  of  our  four  overseas
          subsidiaries  as  follows:

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

               -    In  2002,  we  sold  Andevis  AS  ("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  sale  of  these  subsidiaries  has  allowed  us  to  divest
          ourselves  from  the  telecommunications  sector  of  our  business.


          THE  THREE  MONTHS ENDED JUNE 30, 2004 AS COMPARED TO THE THREE MONTHS
          ENDED  JUNE  30,  2003

          During  the  three  months  ended  June 30, 2004,  our  revenues  from
          continuing  operations  were  $148,118 as compared to $129,155 for the
          three  months  ended  June  30,  2003.

          During  the  three  months  ended  June  30,  2004,  operating  and
          general  expenses  increased by $32,613 or 23% to $173,722 as compared
          to  the three months ended June 30, 2003. This increase was the result
          of  business  development  efforts  in  our  home automation business.

          Depreciation  expense  was  insignificant  in  the  three months ended
          June  30,  2004  and  2003.

          During  the  three  months  ended  June  30,  2004,  we  had stock and
          option  based  compensation  of  $7,860 as compared to $0 in the three
          months  ending  June  30,  2003.  The  increase  was the result of the
          issuance or sale of common stock at below-market prices to consultants
          and  vendors and the issuance of compensatory stock options. 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,  2004,  we  had  research
          and  development  expense  of  $0  as compared to $3,262 for the three
          months  ended June 30, 2003. This reflects our emphasis on development
          of  our  VIP  Systems(TM)  in  2003.


                                        7
<PAGE>
          During  the  three  months  ended  June 30, 2004,  we  had  a net loss
          of  $101,652  as compared to a net loss of $86,046 in the three months
          ended  June  30,  2003.

          THE SIX MONTHS ENDED JUNE 30, 2004 AS COMPARED TO THE SIX MONTHS ENDED
          JUNE  30,  2003

          During  the  six  months  ended  June  30,  2004,  our  revenues  from
          continuing  operations  were  $172,025 as compared to $191,754 for the
          six  months  ended  June  30,  2003.

          During  the  six  months  ended  June  30,  2004,  operating  and
          general  expenses  increased by $49,057 or 15% to $378,447 as compared
          to the six months ended June 30, 2003. This increase was the result of
          business  development  in  our  home  automation  business.

          Depreciation  expense  was  insignificant in both the six months ended
          June  30,  2004  and  2003.

          During  the  six  months  ended  June  30,  2004 and 2003 we had stock
          and  option  based  compensation  of  $14,160  and  $6,476  due to the
          issuance  or sale of common stock at a below market prices consultants
          and  vendors and the issuance of compensatory stock options. The sales
          resulted in charges to compensation expense for the difference between
          the  sales  price  and  the  market  price  at  the  date  of  sale.

          Research  and  development  expense  for  the  six  months  ended June
          30,  2004 was $0, as compared to $22,251 for the six months ended June
          30,  2003. This was a result of the emphasis on development of our VIP
          Systems(TM)  in  2003.

          During  the  six  months  ended  June  30,  2004,  we  had  a net loss
          of  $314,061  as  compared to a net loss of $283,058 in the six months
          ended  June  30,  2003.


          LIQUIDITY AND CAPITAL RESOURCES

          As  of  June  30,  2004,  we had cash resources of $2,393. We estimate
          that  during  three  months  ending  September  30,  2004,  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  2004  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 2004 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,  2004,  we  received
          $19,000  in cash for unissued preferred stock, and $19,000 in cash for
          unissued  common  stock.

          During  the  six  months  ended June 30, 2004, the Company received an
          investment  of  $141,000 from United Capital Group for preferred stock
          that  has not yet been issued. That includes $19,000 that was received
          during  the  three  months  ended June 30, 2004. The investment brings
          United Capital Group's total investment in unissued preferred stock to
          $727,874.  United  Capital  Group  is  controlled  by  Alex Genin, the
          Company's  chief  executive  officer. During the six months ended June
          30,  2004,  United  Capital  also  made a loan to the Company under an
          $80,000 promissory note bearing interest of 6% and due March 11, 2005.
          This  note  is  un-collateralized.


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


                                        8
<PAGE>
ITEM 3.   CONTROLS  AND  PROCEDURES

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


                           PART II - OTHER INFORMATION


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

          During  the  three  months  ended  June  30,  2004,  the  following
          transactions  were effected by the Company in reliance upon exemptions
          from  registration  under  the  Securities  Act  of 1933 as amended as
          provided  in  Section  4(2)  thereof.  Each  certificate  issued  for
          unregistered securities contained a legend stating that the securities
          have  not  been  registered  under  the  Act  and  setting  forth  the
          restrictions on the transferability and the sale of the securities. No
          underwriter  participated  in, nor did the Company pay any commissions
          or  fees  to  any  underwriter  in  connection  with  any  of  these
          transactions. None of the transactions involved a public offering. The
          Company  believes  that  each  of  these  persons  had  knowledge  and
          experience  in  financial  and  business matters which allowed them to
          evaluate  the  merits  and  risk  of  the purchase or receipt of these
          securities  of  the  Company.  The Company believes that each of these
          persons was knowledgeable about the Company's operations and financial
          condition.

          During  the  three  months  ended  June  30,  2004,  we issued 300,000
          shares  of  our  common stock to our vendors and investors as follows:
          50,000  shares  as  a compensation for services and 250,000 shares for
          cash,  totaling  approximately  $23,000  (the  market  value for these
          issuances  ranged from $0.06 to $0.07 per share). These sales resulted
          in  charges  to  compensation  expense  for the difference between the
          sales  price  and  the  market  price  at  the  date  of  sale.

          During  the  three  months  ended  June 30, 2004,  we  granted options
          to  purchase  up to 200,000 shares of common stock to investors. These
          options  are  immediately exercisable at an exercise price ranged from
          $0.055  to  $0.06  per  share and expire on April 30, 2005 and June 7,
          2005.  We  valued  this  transaction  at  $1,500.

          During  the  three  months  ended  June  30, 2004,  10,000  shares  of
          common  stock  were  returned  to  us  and  remain  in  our  Treasury.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (A)  EXHIBITS

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

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

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


                                        9
<PAGE>
          Exhibit  32.2  -  Certification  of  Chief  Financial Officer  of
          First  Capital  International,  Inc.  pursuant  to  Section 906 of the
          Sarbanes-Oxley  Act  of  2002  and  Section  1350  of  18  U.S.C.  63.


          (B)  REPORTS  ON  FORM  8-K

          None


          SIGNATURES

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


          First Capital International, Inc.


          Date:  August 16, 2004     By:  /s/ Alex Genin
                                    Alex Genin
                                    Chief Executive Officer and
                                    Acting Chief Financial Officer


                                       10
<PAGE>