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, 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. Employer
        of Incorporation        Industrial Classification   Identification No.)
        or Organization)              Code Number


                            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 July 18, 2006:

              TITLE OF CLASS              NUMBER OF SHARES OUTSTANDING
  -----------------------------------  ---------------------------------
  Common  Stock,  $0.001  par  value.              96,078,532

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


<PAGE>
                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements. . . . . . . . . . . . . . . F-1

Item 2. Management's Discussion and Analysis or Plan of Operations . .   3

Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . . .   9

                           PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. .  10

Item 6. Exhibits . . . . . . . . . . . . . . . . ..  . . . . . . . . .  10

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 JUNE 30, 2006 AND 2005


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


                                                                          PAGE
                                                                          ----

Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheets as of June 30, 2006
    and December 31, 2005                                                  F-3

  Unaudited Consolidated Condensed Statements of Operations
    for the three months and six months ended June 30, 2006 and 2005       F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Deficit for the six months ended June 30, 2006                         F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the six months ended June 30, 2006 and 2005                        F-6

Notes to Unaudited Consolidated Condensed Financial Statements             F-7


                                     F-2
<PAGE>
<TABLE>
<CAPTION>
                               FIRST CAPITAL INTERNATIONAL, INC.
                             CONSOLIDATED CONDENSED BALANCE SHEETS
                              JUNE 30, 2006 AND DECEMBER 31, 2005
                                          __________



                                                                    JUNE 30,     DECEMBER 31,
                                                                      2006           2005
ASSETS                                                            (UNAUDITED)     (AUDITED)
------                                                            ----------------------------
<S>                                                               <C>           <C>
Current assets:
  Cash and cash equivalents                                       $    13,177   $       9,149
  Accounts receivable                                                  82,084          41,282
  Inventory                                                           114,096         116,910
                                                                  ------------  --------------

      Total assets                                                $   209,357   $     167,341
                                                                  ============  ==============


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

Current liabilities:
  Notes payable                                                   $    75,517   $      90,399
  Accounts payable and accrued liabilities                            127,181         176,157
  Current portion of long-term debt to related parties                262,136          56,200
  Current portion of other long-term liabilities                      470,900               -
                                                                  ------------  --------------

      Total current liabilities                                       935,734         322,756

Long-term debt to related parties                                     460,290         843,440
                                                                  ------------  --------------

      Total liabilities                                             1,396,024       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; 96,078,532 shares issued and outstanding               96,078          94,988
  Additional paid-in capital                                        8,301,052       8,129,610
  Accumulated deficit                                              (9,581,172)     (9,218,453)
  Subscription receivable                                              (7,125)         (9,500)
                                                                  ------------  --------------

      Total stockholders' deficit                                  (1,186,667)       (998,855)
                                                                  ------------  --------------

        Total liabilities and stockholders' deficit               $   209,357   $     167,341
                                                                  ============  ==============
</TABLE>

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


                                     F-3
<PAGE>
<TABLE>
<CAPTION>
                       FIRST CAPITAL INTERNATIONAL, INC.
           UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   __________


                                          THREE MONTHS ENDED          SIX MONTHS ENDED
                                               JUNE 30,                    JUNE 30,
                                     --------------------------  --------------------------
                                         2006          2005          2006          2005
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Revenue:
  System sales                       $    23,992   $    21,769   $   125,574   $    37,706
  Merchandise sales                        2,205         1,758         4,562         5,089
                                     ------------  ------------  ------------  ------------

    Total revenue                         26,197        23,527       130,136        42,795
                                     ------------  ------------  ------------  ------------

Costs of sales:
  Cost of systems                         15,821         4,680        39,014         7,043
  Cost of merchandise sold                   571         3,376         1,225         6,436
                                     ------------  ------------  ------------  ------------

    Total cost of sales                   16,392         8,056        40,239        13,479
                                     ------------  ------------  ------------  ------------

Gross Margin                               9,805        15,471        89,897        29,316

Selling, general and
   administrative expenses               193,064       140,023       406,814       347,610
                                     ------------  ------------  ------------  ------------


Loss from operations                    (183,259)     (124,552)     (316,917)     (318,294)
                                     ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                              -            91             -            91
  Interest expense                       (26,022)      (15,526)      (45,802)      (28,045)
                                     ------------  ------------  ------------  ------------

    Other income (expense), net          (26,022)      (15,435)      (45,802)      (27,954)
                                     ------------  ------------  ------------  ------------

Net loss                             $  (209,281)  $  (139,987)  $  (362,719)  $  (346,248)
                                     ============  ============  ============  ============

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

Weighted average shares outstanding   95,744,532    94,095,098    94,798,580    93,923,098
                                     ============  ============  ============  ============
</TABLE>

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


                                     F-4
<PAGE>
<TABLE>
<CAPTION>
                                                FIRST CAPITAL INTERNATIONAL, INC.
                               UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                              FOR THE SIX MONTHS ENDED JUNE 30, 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)  $  (998,855)
Common stock voluntarily
  returned to treasury
  and cancelled                       -          -  (2,393,566)   (2,394)        2,394            -              -             -

Common stock issued for cash          -          -     914,000       914       101,086            -              -       102,000

Common stock issued upon
  exercise of options by
  employees                           -          -      10,000        10           490            -              -           500

Common stock issued to
  employees for services              -          -      60,000        60         5,940            -              -         6,000

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

Compensatory stock options
  issued to employees                 -          -           -         -         5,683            -              -         5,683

Stock options issued
  to vendors and other third
  parties for
  services                            -          -           -         -        21,312            -              -        21,312

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

Net loss                              -          -           -         -             -            -       (362,719)     (362,719)
---------------------------------------------------------------------------------------------------------------------------------


Balance at June 30, 2006      4,500,000  $   4,500  96,078,532   $96,078   $ 8,301,052  $    (7,125)  $ (9,581,172)  $(1,186,667)
                              =========  =========  ===========  ========  ===========  ============  =============  ============
</TABLE>

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


                                     F-5
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   __________


                                                          JUNE 30,    JUNE 30,
                                                            2006        2005
                                                         ----------  ----------
<S>                                                      <C>         <C>
Cash flows from operating activities:
  Net loss                                               $(362,719)  $(346,248)
  Adjustments to reconcile net loss to net cash used in
    operating activities:

    Stock based payments                                    32,995      12,300
    Changes in operating assets and liabilities:
      Accounts receivable                                  (40,802)     (2,626)
      Inventory                                              2,814       2,813
      Notes payable                                        (14,882)    162,211
      Accounts payable and accrued liabilities             (41,039)     50,385
                                                         ----------  ----------

          Net cash used in operating activities           (423,633)   (121,165)
                                                         ----------  ----------


Cash flows from financing activities:
  Proceeds from book overdraft                                   -      11,964
  Proceeds from notes payable and long-term debt                 -     115,800
  Proceeds from notes payable secured by issuance
  of common stock                                          500,000           -
  Proceeds from sale of common stock                       104,875       6,900
  Payments for notes payable and long-term debt           (177,214)    (21,000)
                                                         ----------  ----------

          Net cash provided by financing activities        427,661     113,664
                                                         ----------  ----------

Net increase (decrease) in cash and cash equivalents         4,028      (7,501)

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

Cash and cash equivalents, end of period                 $  13,177   $   1,946
                                                         ==========  ==========


Supplemental disclosure of cash flow information:

  Cash paid for interest                                 $  61,617   $     449
                                                         ==========  ==========
</TABLE>

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


                                     F-6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 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  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  valuation of stock based
     payments.

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

     The  Company  enters  into  two  types  of  sales  of VIP Systems: sales to
     end-users  and  sales  to  resellers.  Revenue  on  sales  to  end-users is
     recognized  upon  completion  of  installation  and  testing of the system.
     Revenue  on  sales  to  resellers  is  recognized upon delivery of systems.

     Retail  merchandise  sales are recognized upon shipment of the merchandise.


                                     F-7
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 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  consider
     voluntary  termination  behavior  as  well  as  analysis  of  actual option
     forfeitures.

     We  recognized  $32,995  stock-based  compensation  cost  in the six months
     ended  June 30, 2006. Restricted stock is expensed based on the fair market
     value  on  the  grant  date.

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

     Through  June  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.


                                     F-8
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2006
                                   __________


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

     Since  the  Company  began  operations,  it  has been dependent on debt and
     equity  raised  from  individual  investors,  related  parties  and certain
     sophisticated  investors  to sustain its operations. During the years ended
     December  31,  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 six months ended June 30, 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  $150,000 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 SIX MONTHS ENDED JUNE 30, 2006
                                   __________


3.   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 agreement
     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 June
     30,  2006 is $470,900 and is recorded as other long-term liabilities in the
     consolidated  condensed  balance  sheet.


4.   SUBSEQUENT EVENT
     ----------------

     At  the  Annual  Meeting  of  Stockholders  held  on  July  14,  2006,  the
     stockholders:

     -    Approved  a  three-to-one  reverse  split  of  the  common  stock, and
     -    Approved  an  amendment  to  the  Certificate  of  Incorporation
          increasing  the  authorized  number  of  shares  of  common stock from
          100,000,000  to  200,000,000  and  increasing the authorized number of
          shares  of  preferred  stock  from  10,000,000  to  20,000,000.
     The  reverse  split  is  expected  to  become  effective on or about August
     7,  2006.  Therefore,  the effect of this reverse split is not reflected in
     the  unaudited  consolidated condensed financial statements for the quarter
     ending  June  30,  2006.


                                      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 First Capital International, Inc. (the
     "Company"). Forward-looking statements include statements concerning plans,
     objectives,  goals,  strategies, expectations, future events or performance
     and  underlying  assumptions  and  other  statements  which  are other than
     statements  of  historical  facts.  Certain statements contained herein are
     forward-looking  statements  and,  accordingly,  involve  risks  and
     uncertainties  which  could  cause  actual  results  or  outcomes to differ
     materially  from  those  expressed  in  the  forward-looking  statements.

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

     CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

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

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

     REVENUE  RECOGNITION

     The  Company  enters  into  two  types  of  sales  of VIP Systems: sales to
     end-users  and  sales  to  resellers.  Revenue  on  sales  to  end-users is
     recognized  upon  completion  of  installation  and  testing of the system.
     Revenue  on  sales  to  resellers  is  recognized upon delivery of systems.

     Retail  merchandise  sales are recognized upon shipment of the merchandise.

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


                                        3
<PAGE>
     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).

     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  consider
     voluntary  termination  behavior  as  well  as  analysis  of  actual option
     forfeitures.

     We  recognized  $32,995  stock-based  compensation  cost  in the six months
     ended  June 30, 2006. Restricted stock is expensed based on the fair market
     value  on  the grant date. NEW ACCOUNTING PRONOUNCEMENTS Through June 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

     The  Company  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).

     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


                                        4
<PAGE>
     can  also  be used as an anti-terrorist device to preclude unauthorized use
     of  important  industrial  equipments  in  case  of  a takeover attempt. We
     believe  that  this Solution can be marketed through governmental agencies,
     as  well as major industrial companies. At the present time, we are looking
     into  possible  alliances  in  order  to  market  this  product  worldwide.

     In  January  2004,  we  filed  an  application  for  a patent with the U.S.
     Patent  Office  for use of our technology in a manner that addresses issues
     of  the  new  Air  Sea  Ground Defense System ("ASGDS") with Active Control
     Link.  This  new  ASGDS  technology allows an air/sea and/or ground control
     center  to  actually see inside an aircraft or ship when it is still in the
     air/open  sea and allow the ground center to take control of the respective
     aircraft/ship  in  the  event  of  a  hijacking  attempt or other terrorist
     attempts  to  take  over an airplane/ship. In cooperation with the US Coast
     Guard  and  the  Port of Houston Authorities, we successfully completed the
     pilot  project and installed a Marine 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  was on May 11, 2006. This event
     was  hosted  by the Port of Houston Authority and US Department of Homeland
     Security  and  attended  by  the  Consular  Corps  of  Houston,  as well as
     representatives  from oil and gas companies. At this event, we demonstrated
     our  technology,  fully integrated with the satellite broadband service and
     the new state-of-the-art DefendIR camera system, manufactured by ICX, Inc.,
     the  leader  on  US  thermal  camera  market.  In  June  2006, we signed an
     exclusive  two  year  contract  to market ICX cameras in the CIS countries.

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

                                      ***

     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,  Inc.

     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  Company's  commercial  buildings  and  multifamily  developments.

     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  third  quarter  of  2006.

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

     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


                                        5
<PAGE>
     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  third  quarter  of  2006.

     In  June  2006,  we  had  several  meetings  with  CompUSA  Digital  Living
     Division. They took our product line for evaluation and as a result, we are
     working  on  the  Nationwide  Partnership  Agreement. Under this Agreement,
     CompUSA  will  provide  installation  and  support services for VIP Systems
     equipment  nationwide.

     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;

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

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

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

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

          -    CeBIT -  United  States  Department  of  Commerce  Exhibitor's
               Pavilion  -  major European electronics show in Hannover, Germany
               in  March  2004;

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

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

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

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

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

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

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

          -    The Electronic  House  Expo  in  Orlando,  Florida  in  February
               2003;


     GOING  CONCERN  CONSIDERATION

     Since  we  began  operations,  we  have  been  dependent on debt and equity
     raised  from  individual  investors  and  related  parties  to  sustain our
     operations.  We incurred net losses of $362,719 and $346,248 during the six
     months  ended  June  30,  2006 and 2005, respectively. We also had negative
     cash  flows  from operations of $423,633 and $121,165 during the six months
     ended  June  30, 2006 and 2005, 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


                                        6
<PAGE>
          -    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 $9,581,172
     on  June  30,  2006.  Revenues  for the six months ended June 30, 2006 were
     $130,136  compared to revenues of $42,795 for the six months ended June 30,
     2005.  The increase in revenue is a result of our marketing efforts. Losses
     in  the six months ended June 30, 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 not give any 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 on
     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  JUNE  30,  2006  AS COMPARED TO THE THREE MONTHS
     ENDED  JUNE  30,  2005

     During  the  three  months  ended  June 30, 2006, our revenues were $26,197
     as compared to $23,527 for the three months ended June 30, 2005, due to our
     marketing  activities.

     During  the  three  months  ended  June  30,  2006,  selling,  general  and
     administrative expenses increased by $53,041 or 38% to $193,064 as compared
     to  the three months ended June 30, 2005. This increase was attributable to
     increase  of interest expenses and also to issuances of options or sales of
     common  stock  at  a  below  market  prices.  This  resulted  in charges to
     compensation  expense.

     During  the  three  months  ended  June  30,  2006,  we  had  a net loss of
     $209,281  as  compared  to a net loss of $139,987 in the three months ended
     June  30,  2005.

     THE  SIX  MONTHS  ENDED  JUNE  30, 2006 AS COMPARED TO THE SIX MONTHS ENDED
     JUNE  30,  2005

     During  the  six  months  ended  June  30, 2006, our revenues were $130,136
     as  compared  to $42,795 for the six months ended June 30, 2005, due to our
     marketing  activities.

     During  the  six  months  ended  June  30,  2006,  selling,  general  and
     administrative expenses increased by $59,204 or 17% to $406,814 as compared
     to  the  six  months  ended  June  30,  2005.  This  increase  was


                                        7
<PAGE>
     attributable  to  increase  of  interest  expenses and also to issuances of
     options or sales of common stock at a below market prices. This resulted in
     charges  to  compensation  expense.

     During  the  six  months  ended  June  30,  2006,  we  had  a  net  loss of
     $362,719 as compared to a net loss of $346,248 in the six months ended June
     30,  2005.

     LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June  30,  2006,  we  had  cash  resources  of $13,177. We estimate
     that  during  three months ending September 30, 2006, our cash requirements
     will  be approximately $150,000 (or approximately $50,000 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  June  30,  2006,  we received $35,500 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  June  30, 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


                                        8
<PAGE>
     Development,  Inc.  made  several  loans to the Company under four separate
     promissory  notes  for  a  total  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. All notes were paid
     off  in  full  by  February  2006.

     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. All notes were paid off in full by
     February  2006.

     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.  All  notes  were  paid off in full in February-March 2006.

     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 agreement
     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
     $470,900  based  on  an  effective  interest  rate  of 8.0% and recorded as
     current  portion of 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.

     SUBSEQUENT  EVENT

     At  the  Annual  Meeting  of  Stockholders  held  on  July  14,  2006,  the
     stockholders:

          -    Re-elected  Alex  Genin,  Merrill  P.  O'Neal and Andrew Grebe as
               Directors  of  the  Company;
          -    Ratified  the  selection  of  McConnell  &  Jones,  LLP  as  the
               Company's  independent  registered public accounting firm for the
               year  ending  December  31,  2006;
          -    Approved  a  three-to-one  reverse  split  of  the  common stock;
          -    Approved  an  amendment  to  the  Certificate  of  Incorporation
               increasing  the  authorized number of shares of common stock from
               100,000,000  to  200,000,000 and increasing the authorized number
               of  shares  of  preferred  stock  from  10,000,000 to 20,000,000.

     The  reverse  split  is  expected  to  become  effective on or about August
     7,  2006.  Therefore,  the effect of this reverse split is not reflected in
     the  unaudited  condensed  financial statements for the quarter ending June
     30,  2006.


     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.


                                        9
<PAGE>
                           PART II - OTHER INFORMATION


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

     During  the  three  months  ended June 30, 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  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, 2006, we received $35,500 from
     two  investors  and  one employee for a total sale of 310,000 shares of our
     restricted  common stock. 60,000 shares of our restricted common stock were
     granted  to  one  employee for services, which resulted in $6,000 charge to
     compensation expense. The market value of these issuances ranged from $0.10
     to  $0.15  per  share.

     During  the  three  months  ended  June 30, 2006, we granted two options to
     purchase up to 110,000 shares of common stock to employees and four options
     to  purchase up to 320,000 shares of common stock to vendors. These options
     are immediately exercisable at an exercise price ranged from $0.05 to $0.12
     per share and expire between July 7, 2006 and July 1, 2007. We valued these
     transactions  at  $26,995.


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: July, 28, 2006          By: /s/ Alex Genin
                                   Alex Genin
                                   Chief Executive  Officer  and
                                   Acting  Chief  Financial  Officer


                                       10