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 MARCH 31, 2006

                                       OR

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

FOR THE TRANSITION PERIOD FROM TO

                          COMMISSION FILE NO. 000-26271

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

          DELAWARE                      3571                76-0582435
(State or Other Jurisdiction      Primary Standard            (I.R.S.
of Incorporation  Industrial       Classification            Employer
        or Organization)             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 [X] No [_]

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


Number of shares outstanding as of the close of business on May 3, 2006:

                TITLE OF CLASS                 NUMBER OF SHARES OUTSTANDING
     ----------------------------------       -----------------------------
     Common  Stock,  $0.001  par  value.                   95,708,532

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


<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 ENDED MARCH 31, 2006 AND 2005




                                       F-1

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



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

  Consolidated Condensed Balance Sheet as of March 31, 2006
    and December 31, 2005                                       F-3

  Unaudited Consolidated Condensed Statement of Operations
    for the three months ended March 31, 2006 and 2005          F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Equity for the three months ended March 31, 2006            F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the three months ended March 31, 2006 and 2005          F-6

Notes to Unaudited Consolidated Condensed Financial Statements  F-7

</TABLE>


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                           FIRST CAPITAL INTERNATIONAL, INC.
                              CONSOLIDATED BALANCE SHEETS
                         MARCH 31, 2006 AND DECEMBER 31, 2005
                                      __________



                                                           MARCH 31,     DECEMBER 31,
                                                              2006           2005
     ASSETS                                               (UNAUDITED)     (AUDITED)
     ------                                               ------------  --------------
<S>                                                       <C>           <C>
Current assets:
  Cash and cash equivalents                               $   124,241   $       9,149
  Accounts receivable                                          91,427          41,282
  Inventory                                                   114,640         116,910
                                                          ------------  --------------

      Total assets                                        $   330,308   $     167,341
                                                          ============  ==============


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

Current liabilities:
  Notes payable                                           $    84,733   $      90,399
  Current portion of long-term debt to related parties         43,500          56,200
  Accounts payable and accrued liabilities                    106,066         176,157
                                                          ------------  --------------

      Total current liabilities                               234,299         322,756

Long-term debt to related parties                             678,926         843,440
Other long-term liabilities                                   462,963               -
                                                          ------------  --------------

      Total liabilities                                     1,376,188       1,166,196
                                                          ------------  --------------


Stockholders' deficit:
  Preferred stock, $0.001 par value; 10,000,000 shares
    authorized; 4,500,000 shares issued and outstanding         4,500           4,500
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 95,708,532 shares issued and outstanding       95,708          94,988
  Additional paid-in capital                                8,232,927       8,129,610
  Accumulated deficit                                      (9,371,890)     (9,218,453)
  Subscription receivable                                      (7,125)         (9,500)
                                                          ------------  --------------

      Total stockholders' deficit                          (1,045,880)       (998,855)
                                                          ------------  --------------

        Total liabilities and stockholders' deficit       $   330,308   $     167,341
                                                          ============  ==============

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


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                          FIRST CAPITAL INTERNATIONAL, INC.
              UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                     __________


                                                           MARCH 31,     MARCH 31,
                                                              2006          2005
                                                          ------------  ------------
<S>                                                       <C>           <C>
Revenue:
  System sales                                            $   101,582   $    15,937
  Merchandise sales                                             2,357         3,331
                                                          ------------  ------------

    Total revenue                                             103,939        19,268
                                                          ------------  ------------

Costs of sales:
  Cost of systems                                              23,192         2,363
  Cost of merchandise sold                                        655         3,060
                                                          ------------  ------------

    Total cost of sales                                        23,847         5,423
                                                          ------------  ------------

Gross margin                                                   80,092        13,845
                                                          ------------  ------------

Selling, general and administrative expenses:
  Operating and general expenses                              213,749       198,587
  Stock and option based compensation                               -         9,000
                                                          ------------  ------------

      Total selling, general and administrative expenses      213,749       207,587
                                                          ------------  ------------

Loss from operations                                         (133,657)     (193,742)

Other expense:
    Interest expense                                           19,780        12,519
                                                          ------------  ------------

Net loss                                                  $  (153,437)  $  (206,261)
                                                          ============  ============

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

Weighted average shares outstanding                        92,781,423    93,593,098
                                                          ============  ============
<FN>
                The accompanying notes are an integral part of these
               unaudited consolidated condensed financial statements.
                                      Continued
</TABLE>


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                                 FIRST CAPITAL INTERNATIONAL, INC.
                                UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                             FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                                            __________

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

Balance at December 31, 2005     4,500,000  $ 4,500  94,988,098   $ 94,988  $ 8,129,610  $    (9,500)  $ (9,218,453)  $  (988,855)

Common stock voluntarily
    returned to treasury and
    cancelled                            -        -  (2,393,566)   (2,394)        2,394            -              -             -

Common stock issued for cash             -        -     614,000       614        66,386            -              -        67,000

Common stock issued as
    collateral for Note Payable          -        -   2,500,000     2,500        34,537            -              -        37,037

Cash received for subscription
   receivable                            -        -           -         -             -        2,375              -         2,375

Net loss                                 -        -           -         -             -            -       (153,437)     (153,437)
----------------------------------------------------------------------------------------------------------------------------------

Balance at March 31, 2006        4,500,000  $ 4,500  95,708,532   $95,708   $ 8,232,927  $    (7,125)  $ (9,371,890)  $(1,045,880)
<FN>
                                       The accompanying notes are an integral part of these
                                      unaudited consolidated condensed financial statements.
                                                             Continued
</TABLE>


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                    __________


                                                          MARCH 31,    MARCH 31,
                                                            2006         2005
                                                         -----------  -----------
<S>                                                      <C>          <C>
Cash flows from operating activities:
  Net loss                                               $ (153,437)  $ (206,261)
  Adjustments to reconcile net loss to net cash used in
    operating activities:

    Stock based payments                                          -        9,000
    Changes in operating assets and liabilities:
      Accounts receivable                                   (50,145)       1,506
      Inventory                                               2,270        1,800
      Notes payable                                          (5,666)           -
      Accounts payable and accrued liabilities              (70,091)      14,448
                                                         -----------  -----------

          Net cash used in operating activities            (277,069)    (179,507)
                                                         -----------  -----------


Cash flows from financing activities:
  Proceeds from book overdraft                                    -       13,694
  Proceeds from notes payable and long-term debt                  -      138,319
  Proceeds from notes payable secured by issuance
  of common stock                                           500,000            -
  Proceeds from sale of common stock                         69,375       27,000
  Payments on notes payable and long-term debt             (177,214)           -
                                                         -----------  -----------

          Net cash provided by financing activities         392,161      179,013
                                                         -----------  -----------

Net increase (decrease) in cash and cash equivalents        115,092         (494)

Cash and cash equivalents, beginning of period                9,149        9,447
                                                         -----------  -----------

Cash and cash equivalents, end of period                 $  124,241   $    8,953
                                                         ===========  ===========


Supplemental disclosure of cash flow information:

  Cash paid for interest                                 $   22,782   $    3,598
                                                         ===========  ===========

  Cash paid for income taxes                             $        -   $        -
                                                         ===========  ===========
<FN>
               The accompanying notes are an integral part of these
              unaudited consolidated condensed financial statements.
                                    Continued
</TABLE>


                                       F-6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                   __________

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

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

     The  unaudited  consolidated condensed financial statements included herein
     have  been  prepared without audit pursuant to the rules and regulations of
     the  Securities  and  Exchange Commission. Certain information and footnote
     disclosures  normally  included  in  financial  statements  prepared  in
     accordance  with  accounting  principles  generally  accepted in the United
     States  of  America  have been condensed or omitted, pursuant to such rules
     and  regulations.  These  unaudited  consolidated  condensed  financial
     statements  should  be  read  in  conjunction with the audited consolidated
     financial statements and notes thereto of First Capital International, Inc.
     (the  "Company") included in the Company's Annual Report on Form 10-KSB for
     the  year  ended  December  31,  2005.

     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.

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

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

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

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


                                       F-7
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                   __________


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

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


     Until  December 31, 2005, we accounted for employee stock options using the
     intrinsic  value  method  in  accordance  with  Accounting Principles Board
     Opinion  ("APB")  No. 25, Accounting for Stock Issued to Employees, and had
     adopted  the  disclosure-only  alternative  of SFAS No. 123, Accounting for
     Stock-Based  Compensation,  as  amended  by  SFAS  No.  148, Accounting for
     Stock-Based  Compensation-Transition  and  Disclosure.  Under the intrinsic
     value  method,  we  only  recorded  stock-based compensation resulting from
     options  granted  at below fair market value. Effective January 1, 2006, we
     adopted  SFAS  No.  123R,  "Share  Based  Payment",  which requires that we
     measure  the cost of employee services received in exchange for an award of
     equity  instruments  based  on  the grant-date fair value of the award, and
     recognize  that  cost  over  the  vesting  period.

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

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

     Expected Volatility-Stock-based payments made prior to January 1, 2006 were
     accounted for using the intrinsic value method under APB 25. The fair value
     of  stock  based  payments  made subsequent to December 31, 2005 are valued
     using  the Black-Scholes valuation method with a volatility factor based on
     our  historical  stock  trading  history.

     Risk-Free  Interest  Rate-We  base  the risk-free interest rate used in the
     Black-Scholes  valuation method on the implied yield currently available on
     U.S.  Treasury  securities  with  an  equivalent  term.

     Estimated  Forfeitures-When  estimating forfeitures, we considers voluntary
     termination  behavior  as  well  as  analysis of actual option forfeitures.

     We  recognized  no stock-based compensation cost in the quarter ended March
     31,  2006,  because  no stock-based awards were granted for the three month
     period  ending  March  31,  2006. Restricted stock is expensed based on the
     fair  market  value  on  the  grant  date.


                                      F-8
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                   __________

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

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

     Through  March  2006,  the  FASB  has  issued  several  new  pronouncements
     including  SFAS  No. 156, "Accounting for Servicing of Financial Assets- an
     amendment  of  FASB  Statement No.140". Adoption of these pronouncements is
     not  expected  to have any significant impact on the financial condition or
     results  of  operations.


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

     Since  the  Company  began  operations,  it  has been dependent on debt and
     equity  raised from individual investors and related parties to sustain its
     operations.  During the years ended December 31, 2005 and 2004, the Company
     incurred  net  losses  of  $(563,395) and $(840,564), respectively, and had
     negative  cash  flows  from  operations  of $(488,211) and $(600,739). Such
     losses  and  negative  cash flows from operations have continued during the
     three  months  ended  March  31,  2006.  These factors, among others, raise
     substantial  doubt  about  the  Company's  ability  to  continue as a going
     concern.

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

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

     -    In  the  long-term,  Management  believes  that  cash  flows from home
          automation  products  that  the Company has developed will provide the
          resources  for  its  continued  operations.

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

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

     -    The  ability  of  the  Company  to  develop  businesses.

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

     -    The  Company's  cash  requirement  for  2006  is  expected  to  be
          approximately  $200,000  per  quarter.  The Company does not presently
          believe  that  we will have positive cash flow from operations in 2006
          unless  our  revenue-producing  operations  expand  significantly.

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


                                       F-9
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                   __________


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
       ---------------------

     On March 24, 2006, the Company issued 2,500,000 restricted common shares at
     $0.20  per  share  to  a  sophisticated investor as collateral for the Note
     Payable  bearing  interest  0%  and  due on May 30, 2007. The contract also
     allows  the  disposal of the shares by the investor, in part or full, prior
     to  May  30,  2007;  and  the  proceeds  from such disposal will reduce the
     principle balance of $500,000. The Company is accreting the repayment value
     of this Note using the effective interest method over the repayment period,
     based  on  an effective interest rate of 8.0%. The repayment value at March
     31,  2006 is $462,963 and is recorded as other long-term liabilities in the
     consolidated  balance  sheet.


5.     CONVERTIBLE PREFERRED STOCK AND STOCK OPTIONS OUTSTANDING
       ---------------------------------------------------------

     In  the  event  that  holders of convertible rights of option exercise such
     rights  of  conversion,  the  Company  does  not  have sufficient number of
     authorized  shares  conversion  stock  to  fulfill  such  obligations and a
     shareholder  meeting would be required to approve the additional authorized
     number of shares. There is no assurance that the shareholders would approve
     the  increase  to  the  number  of  authorized  shares of stock to meet the
     conversion  obligations under the various conversion agreements or options.


                                      F-10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     FORWARD-LOOKING  STATEMENT  AND  INFORMATION

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

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

     CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

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

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

     REVENUE  RECOGNITION

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


                                        3
<PAGE>
     STOCK-BASED  COMPENSATION

     Until  December 31, 2005, we accounted for employee stock options using the
     intrinsic  value  method  in  accordance  with  Accounting Principles Board
     Opinion  ("APB")  No. 25, Accounting for Stock Issued to Employees, and had
     adopted  the  disclosure-only  alternative  of SFAS No. 123, Accounting for
     Stock-Based  Compensation,  as  amended  by  SFAS  No.  148, Accounting for
     Stock-Based  Compensation-Transition  and  Disclosure.  Under the intrinsic
     value  method,  we  only  recorded  stock-based compensation resulting from
     options  granted  at below fair market value. Effective January 1, 2006, we
     adopted  SFAS  No.  123R,  "Share  Based  Payment",  which requires that we
     measure  the cost of employee services received in exchange for an award of
     equity  instruments  based  on  the grant-date fair value of the award, and
     recognize  that  cost  over  the  vesting  period.

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

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

     Expected Volatility-Stock-based payments made prior to January 1, 2006 were
     accounted for using the intrinsic value method under APB 25. The fair value
     of  stock  based  payments  made subsequent to December 31, 2005 are valued
     using  the Black-Scholes valuation method with a volatility factor based on
     our  historical  stock  trading  history.

     Risk-Free  Interest  Rate-We  base  the risk-free interest rate used in the
     Black-Scholes  valuation method on the implied yield currently available on
     U.S.  Treasury  securities  with  an  equivalent  term.

     Estimated  Forfeitures-When  estimating forfeitures, we considers voluntary
     termination  behavior  as  well  as  analysis of actual option forfeitures.

     We  recognized  no stock-based compensation cost in the quarter ended March
     31,  2006,  because  no stock-based awards were granted for the three month
     period  ending  March  31,  2006. Restricted stock is expensed based on the
     fair  market  value  on  the  grant  date.

     NEW  ACCOUNTING  PRONOUNCEMENTS

     Through  March  2006,  the  FASB  has  issued  several  new  pronouncements
     including  SFAS  No. 156, "Accounting for Servicing of Financial Assets- an
     amendment  of  FASB  Statement No.140". Adoption of these pronouncements is
     not  expected  to have any significant impact on the financial condition or
     results  of  operations.


     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).


                                        4
<PAGE>
     We  developed  an  Industrial  Security  Solution  ("Solution") for complex
     industrial projects including projects related to the oil and gas industry.
     This  Solution  allows  a  client to monitor remote sites, record events on
     video and exercise full control over any power units at the industrial site
     remotely.  This  system  can  also  be  used as an anti-terrorist device to
     preclude  unauthorized  use  of important industrial equipment in case of a
     takeover  attempt.  We  believe  that this Solution can be marketed through
     government  agencies, as well as major industrial companies. At the present
     time,  we  are  looking  into  possible  alliances  in order to market this
     product  worldwide.

     In  January 2004, we filed an application for a patent with the U.S. Patent
     Office  for  use of our technology in a manner that addresses issues of the
     new  Air Sea Ground Defense System ("ASGDS") with Active Control Link. This
     new  ASGDS  technology  allows  an  air/sea and/or ground control center to
     actually  see  inside  an aircraft or ship when it is still in the air/open
     sea  and  allow  the  ground  center  to  take  control  of  the respective
     aircraft/ship  in  the  event  of  a  hijacking  attempt or other terrorist
     attempts  to take over an airplane/ship. In cooperation with US Coast Guard
     and  the  Port  of Houston Authorities, we successfully completed the pilot
     project  and  installed  a  Marine  Security  System  on one of the MARAD's
     military  Ro-Ro  vessels  at  the Port of Houston. The presentation of this
     technology  was held on October 12, 2004 at the Port of Houston facilities.
     This  event  was  covered  by  media and attended by the Houston Diplomatic
     Corp.

     Our  second  demonstration of our ASGDS is scheduled for May 11, 2006. This
     event  is  hosted  by  the  Port  of Houston Authority and US Department of
     Homeland  Security.  This  event  will be attended by the Consular Corps of
     Houston,  as  well  as  representatives from oil and gas companies. At this
     event,  we  intend to demonstrate our technology, fully integrated with the
     satellite  broadband  service  and the new state-of-the-art DefendIR camera
     system.

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

     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.

     In  November  2004, we signed a contract with A/O Topaz, one of the leading
     alcoholic beverage producers in Russia, to install a fully integrated video
     surveillance  system  throughout their production facilities in Russia. The
     first  installation  was completed in the second quarter of 2005. We expect
     to work with this group to integrate other features offered by VIP Systems.

     In  October 2004, we received a contract from Trammell Crow Company, one of
     the  largest  US  real  estate  developers,  to  install  a  pilot  video
     surveillance  system.  We  successfully  completed  this  installation  in
     December  2004,  as  well  as  several  follow-up installations in 2005. At
     present  we  are trying to negotiate a large regional contract for Trammell
     Crow's  commercial  buildings  and  multifamily  developments.

     We  are currently in negotiations with several potential dealers in Eastern
     Europe  to  sell  VIP  equipment  through  dealerships. If negotiations are
     successful  in  obtaining  dealerships,  the  sale of equipment through the
     dealerships  could  improve  our  sales.

     During  2005, we completed several security installations at Marriott Hotel
     Group  properties  in Texas and Louisiana. At present time we are expanding
     our  relations  with  Marriott  Hotel  Group.

     As  a  result  of our marketing efforts, in March 2005 we signed a contract
     with  the  Dinerstein  Companies, a large real estate developer, to provide
     basic  home  automation/security  package  for  their  mid-rise  project in
     Florida.  We have completed the installation of the demo unit in the second
     quarter of 2005 and expect to start the second phase of the installation in
     the  second  quarter  of  2006.

     We  are actively bidding on several hi-rise condominium projects in Houston
     and  Galveston  Area.  If  we  obtain  contracts,  these  projects  can
     substantially  increase  our  revenue  stream.


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<PAGE>
     In  January 2006, we signed a contract with Sunhill Group to offer our home
     automation  equipment  to  the residents of their new high rise condominium
     towers  in Galveston, Texas. We will provide marketing materials, personnel
     and  integration  for  the  project. We expect that these marketing efforts
     will  start  in  the  showroom unit provided by Sunhill Group in the second
     quarter  of  2006.

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

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

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

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

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

     ANALYSIS  OF  FINANCIAL  CONDITION

     We  currently  have 14 employees and are planning to increase the number of
     our  employees  as  needed.  Expansion of our work force and support of our
     current  operations  will  be  financed  from the sale of our common stock.
     Accordingly,  we  expect  that  our  existing  stockholders  will  suffer
     significant  dilution  in  per  share  book  value.

     GOING  CONCERN  ISSUE

     Since we began operations, we have been dependent on debt and equity raised
     from individual investors and related parties to sustain our operations. We
     incurred  net losses of $153,437 and $206,261 during the three months ended
     March 31, 2006 and 2005, respectively. We also had negative cash flows from
     operations of $277,069 and $179,507 during the three months ended March 31,
     2006  and  2005,  respectively.  These factors and our history of recurring
     losses  raise  substantial  doubt  about  our  ability  to


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<PAGE>
     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 McConnell
     and  Jones, L.L.P. and our former auditors, Ham, Langston & Brezina, L.L.P.
     have  added  an  explanatory  paragraph  in  their  opinion  on our audited
     financial  statements  for  the  years  ended  December  31,  2005 and 2004
     respectively, indicating that substantial doubt exists about our ability to
     continue  as  a  going  concern.

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

     Recurring  losses  have resulted in an accumulated deficit of $9,371,890 on
     March  31,  2006.  Revenues  for the three months ended March 31, 2006 were
     $103,939  compared  to revenues of $19,268 for the three months ended March
     31,  2006.  The  increase  in revenue is a result of our marketing efforts.
     Losses  in the three months ended March 31, 2006 and 2005 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  and  video security markets. 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.  Our  ability  to  add video security features and install a
     complete  integrated solution gives us a competitive edge. We believe 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.


     THE THREE MONTHS ENDED MARCH 31, 2006 AS COMPARED TO THE THREE MONTHS ENDED
     MARCH  31,  2005

     During the three months ended March 31, 2006, our revenues were $103,939 as
     compared  to  $19,268 for the three months ended March 31, 2005, due to our
     marketing  activities.

     During  the  three  months  ended  March  31,  2006,  operating and general
     expenses  increased  by  $15,162 or 8% to $213,749 as compared to the three
     months  ended  March  31,  2005.  This  increase was due to normal business
     fluctuation.

     During the three months ended March 31, 2006, we had stock and option based
     compensation  of  $0  as compared to $9,000 in the three months ended March
     31, 2005. 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.


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<PAGE>
     During the three months ended March 31, 2006, we had a net loss of $153,437
     as  compared  to a net loss of $206,261 in the three months ended March 31,
     2005.

     LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  March 31, 2006, we had cash resources of $124,241. We estimate that
     during  three  months  ending  June 30, 2006, our cash requirements will be
     approximately  $200,000  (or  approximately  $65,000  per month). We do not
     presently  believe  that we will have positive cash flow from operations in
     2006  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  2006  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 March 31, 2006, we received $67,000 in cash
     for  shares  of  our  common  stock  from  four  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.  This  brings  United Capital Group's total investment in
     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 has been partially paid off during the
     first  quarter  of 2006. The remaining balance on this note as of March 31,
     2006 is $68,546. 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-December 2005, United Capital made several
     loans  to  the  Company  under twelve separate promissory notes for a total
     principal  amount  of  $109,000  which  bear interest at the rate of 8% and
     which  are due between November 2006 and December 2007. None of these notes
     are  collateralized.

     During  2004,  Alex  Genin,  the  Company's  chief  executive officer, made
     several  loans  to  the  Company  under six separate promissory notes for a
     total  principal  amount of $41,700 which bear interest at the rate ranging
     from  6%  to  7%  and which are due between November 2006 and October 2008.
     During 2005, Alex Genin made several loans to the Company under 20 separate
     promissory  notes  for  a  total  principal  amount  of  $93,190 which bear
     interest  at  the  rate  ranging  from  7%  to 8% and which are due between
     October  2006  and  April  2008.  None  of  these notes are collateralized.

     During  2004,  Eastern  Credit  Limited, Inc., a company controlled by Alex
     Genin,  the  Company's  chief  executive officer, made several loans to the
     Company  under 13 separate promissory notes for a total principal amount of
     $145,700  which  bear  interest at the rate ranging from 6% to 7% and which
     are  due between October 2006 and October 2008. During the first quarter of
     2006  some  of  these  notes  were paid off. The remaining balance on these
     notes  is  $108,121. During 2005, Eastern Credit Limited, Inc. made several
     loans  to  the  Company  under  18  separate  promissory  notes for a total
     principal  amount  of $141,250 which bear interest at the rate ranging from
     6% to 8% and which are due between May 2007 and March 2008. During 2005 one
     note  was  paid off. The remaining balance on these notes is $140,800. None
     of  these  notes  are  collateralized.

     During  2004, Stromberg Development, Inc., a company owned by the spouse of
     Alex  Genin,  the  Company's chief executive officer, made several loans to
     the  Company  under  two  separate  promissory  notes for a total principal
     amount  of  $3,433  which bear interest at the rate of 8% and which are due
     between  November 2006 and October 2007. These notes were paid off in 2005.
     During  2005, Stromberg Development, Inc. made several loans to the Company
     under  four  separate  promissory  notes  for  a  total


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<PAGE>
     principal amount of $28,000 which bear interest at the rate of 8% and which
     are  due  between February 2007 and February 2008. None of these notes were
     collateralized.  As  off  March  31,  2006 all notes were paid off in full.

     During  2005,  ECL  Trading,  Inc., a company controlled by Alex Genin, the
     Company's  chief executive officer, made several loans to the Company under
     two separate promissory notes for a total principal amount of $20,000 which
     bear interest at the rate of 6% and which are due in February 2008. None of
     these notes were collateralized. As of March 31, 2006, all these notes were
     paid  off  in  full.

     During  2005,  First National Petroleum, Inc., a company controlled by Alex
     Genin,  the  Company's  chief  executive officer, made several loans to the
     Company under two separate promissory notes for a total principal amount of
     $14,500  which  bear  interest  at the rate of 8% and which are due between
     April  2007  and  June  2007.  None  of  these  notes  are  collateralized.

     During  2005, Pacific Commercial Credit, Inc., a company controlled by Alex
     Genin,  the  Company's  chief  executive officer, made several loans to the
     Company under ten separate promissory notes for a total principal amount of
     $29,855  which  bear  interest  at the rate of 8% and which are due between
     November  2006  and December 2007. None of these notes were collateralized.
     As  of  March  31,  2006,  all  these  notes  were  paid  off  in  full.

     On March 24, 2006, the Company issued 2,500,000 restricted common shares at
     $0.20  per  share  to  a  sophisticated investor as collateral for the Note
     Payable  bearing  interest  0%  and  due on May 30, 2007. The contract also
     allows  the  disposal of the shares by the investor, in part or full, prior
     to  May  30,  2007;  and  the  proceeds  from such disposal will reduce the
     principle  balance  of  $500,000. The present value of this Note Payable is
     $462,963  based on an effective interest rate of 8.0% and recorded as other
     long-term  liabilities  in  the  consolidated  balance  sheet.

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

     As  previously  discussed,  our  auditors,  McConnell and Jones, L.L.P. and
     former  auditors, Ham, Langston & Brezina, L.L.P. have added an explanatory
     paragraph  in  their  opinion  on  our audited financial statements for the
     years  ended  December  31,  2005  and  2004  accordingly,  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.


                           PART II - OTHER INFORMATION


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

     During  the  three  months ended March 31, 2006, 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


                                        9
<PAGE>
     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 March 31, 2006, we received $67,000 from four
     investors  for  a  total  sale  of  614,000 shares of our restricted common
     stock.  The  market value of these issuances ranged from $0.06 to $0.12 per
     share.

     On March 24, 2006, the Company issued 2,500,000 restricted common shares at
     $0.20  per  share  to  a  sophisticated investor as collateral for the Note
     Payable  bearing  interest  0%  and  due on May 30, 2007. The contract also
     allows  the  disposal of the shares by the investor, in part or full, prior
     to  May  30,  2007;  and  the  proceeds  from such disposal will reduce the
     principle  balance  of  $500,000. The present value of this Note Payable is
     $462,963  based on an effective interest rate of 8.0% and recorded as other
     long-term  liabilities  in  the  consolidated  balance  sheet.

     CONVERTIBLE  PREFERRED  STOCK  AND  STOCK  OPTIONS  OUTSTANDING

     In  the  event  that  holders of convertible rights of option exercise such
     rights  of  conversion,  the  Company  does  not  have sufficient number of
     authorized  shares  conversion  stock  to  fulfill  such  obligations and a
     shareholder  meeting would be required to approve the additional authorized
     number of shares. There is no assurance that the shareholders would approve
     the  increase  to  the  number  of  authorized  shares of stock to meet the
     conversion  obligations under the various conversion agreements or options.


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: May 12, 2006            By: /s/ Alex Genin
                                   Alex Genin
                                   Chief Executive Officer and
                                   Acting Chief Financial Officer


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