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

                                   FORM 10-QSB

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

FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2004

                                       OR

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

FOR THE TRANSITION PERIOD FROM         TO


                          COMMISSION FILE NO. 000-26271

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

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

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

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

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

Number of shares outstanding as of the close of business on November 12, 2004:

           TITLE OF CLASS                       NUMBER OF SHARES OUTSTANDING
  -------------------------------               ----------------------------
  Common Stock, $0.001 par value.                       92,843,098

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


<PAGE>
                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

Item 3.  Controls and Procedures

                         PART II - OTHER INFORMATION

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

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS



                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________




              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003



                                      F-1
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.

                                TABLE OF CONTENTS
                                   __________


                                                                    PAGE(S)
                                                                    -------

Unaudited Consolidated Condensed Financial Statements:

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

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

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

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

Notes to Unaudited Consolidated Condensed Financial Statements        F-7


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                           FIRST CAPITAL INTERNATIONAL, INC.

                               CONSOLIDATED BALANCE SHEET

                        SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
                                       __________


                                                              SEPTEMBER      DECEMBER
                                                               30, 2004      31, 2003
     ASSETS                                                  (UNAUDITED)      (NOTE)
     ------                                                  ------------  ------------
<S>                                                          <C>           <C>
Current assets:
  Cash and cash equivalents                                  $     9,399   $    38,859
  Accounts receivable                                             21,196         4,222
  Inventory                                                      129,197       136,558
                                                             ------------  ------------

    Total current assets                                         159,792       179,639

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

      Total assets                                           $   159,792   $   179,662
                                                             ============  ============


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

Current liabilities:
  Notes payable and current portion of long-term debt        $    96,392   $    87,273
  Notes payable to related parties                               445,782       207,291
  Book overdraft                                                   2,181             -
  Accounts payable and accrued liabilities                        51,491        70,422
                                                             ------------  ------------

    Total current liabilities                                    595,846       364,986

Long-term debt                                                     1,673         9,660
                                                             ------------  ------------

      Total liabilities                                          597,519       374,646
                                                             ------------  ------------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 92,843,098 and 92,376,432 shares issued
    and outstanding at June 30, 2004 and December 31, 2003,
    respectively                                                  92,843        92,376
  Additional paid-in capital                                   6,719,702     6,669,760
  Unissued common and preferred stock                          1,026,874       866,874
  Accumulated deficit                                         (8,267,646)   (7,814,494)
  Subscription receivable                                         (9,500)       (9,500)
                                                             ------------  ------------

      Total stockholders' deficit                               (437,727)     (194,984)
                                                             ------------  ------------

        Total liabilities and stockholders' deficit          $   159,792   $   179,662
                                                             ============  ============
</TABLE>




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


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                        FIRST CAPITAL INTERNATIONAL, INC.

            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   __________


                                           THREE MONTHS ENDED          NINE MONTHS ENDED
                                              SEPTEMBER 30,               SEPTEMBER 30,
                                       ------------  ------------  ------------  ------------
                                           2004          2003          2004         2003
                                       ------------  ------------  ------------  ------------
<S>                                    <C>           <C>           <C>           <C>
Revenue:
  System sales                         $   117,390   $    20,788   $   278,665   $   196,368
  Merchandise sales                          6,609         8,576        17,359        24,750
                                       ------------  ------------  ------------  ------------

    Total revenue                          123,999        29,364       296,024       221,118
                                       ------------  ------------  ------------  ------------

Costs and expenses:
  Cost of systems                           22,173        12,852        95,440       109,767
  Cost of merchandise sold                   1,315         4,802         8,358        15,427
  Operating and general expenses           229,343       183,478       607,790       512,868
  Stock and option based compensation          600         4,500        14,760        10,976
  Research and development                       -         5,386             -        27,637
  Depreciation expense                           -            75            23           469
                                       ------------  ------------  ------------  ------------

    Total costs and expenses               253,431       211,093       726,371       677,144
                                       ------------  ------------  ------------  ------------

Loss from operations                      (129,432)     (181,729)     (430,347)     (456,026)
                                       ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                                2            15             7            94
  Interest expense                          (9,661)       (7,315)      (22,812)      (12,375)
                                       ------------  ------------  ------------  ------------

    Other income (expense), net             (9,659)       (7,300)      (22,805)      (12,281)
                                       ------------  ------------  ------------  ------------

Loss from continuing operations           (139,091)     (189,029)     (453,152)     (468,307)
                                       ------------  ------------  ------------  ------------

Discontinued operations:
  Loss from disposal of discontinued
    business segment                             -        (2,106)            -        (2,106)

  Loss from operation of discontinued
    business segment                             -        (2,383)            -        (6,163)
                                       ------------  ------------  ------------  ------------

Loss from discontinued operations                -        (4,489)            -        (8,269)
                                       ------------  ------------  ------------  ------------

Net loss                               $  (139,091)  $  (193,518)  $  (453,152)  $  (476,576)
                                       ============  ============  ============  ============

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

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


Weighted average shares outstanding     92,614,549    92,288,932    92,613,108    91,892,225
                                       ============  ============  ============  ============
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                          FIRST CAPITAL INTERNATIONAL, INC.

                     UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                    __________


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

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

Common stock voluntarily returned
  to treasury and cancelled            (10,000)      (10)           10            -            -              -           -

Cash received for unissued common
  and preferred stock                        -         -             -      160,000            -              -     160,000

Common stock issued for cash and
  services of $16,760                  396,666       397        38,013            -            -              -      38,410

Common stock issued for services        80,000        80         5,419            -            -              -       5,499

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

Net loss                                     -         -             -            -            -       (453,152)   (453,152)
                                    -----------  --------  -----------  -----------  ------------  -------------  ----------

Balance at September 30, 2004       92,843,098   $92,843   $ 6,719,702  $ 1,026,874  $    (9,500)  $ (8,267,646)  $(437,727)
                                    ===========  ========  ===========  ===========  ============  =============  ==========
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                              FIRST CAPITAL INTERNATIONAL, INC.

                   UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                        __________


                                                            SEPTEMBER 30,    SEPTEMBER 30,
                                                                2004             2003
                                                           ---------------  ---------------
<S>                                                        <C>              <C>
Cash flows from operating activities:
  Net loss                                                 $     (453,152)  $     (476,576)
  Adjustment to reconcile net loss to net cash used in
    operating activities                                          (11,581)          15,933
                                                           ---------------  ---------------

    Net cash used in continuing operations                       (464,733)        (460,643)
    Net cash used in discontinued operations                            -             (252)
                                                           ---------------  ---------------

      Net cash used in operating activities                      (464,733)        (460,895)
                                                           ---------------  ---------------

Cash flows from investing activities:
  Cash received (surrendered) upon sale or disposal
    of businesses                                                       -            1,000
                                                           ---------------  ---------------

    Net cash used in continuing operations                              -                -
    Net cash used in discontinued operations                            -            1,000
                                                           ---------------  ---------------

      Net cash provided by (used in) investing activities               -            1,000
                                                           ---------------  ---------------

Cash flows from financing activities:
  Proceeds from notes payable and long-term debt                  239,623          131,308
  Proceeds from sale of common and preferred stock                195,650          275,150
  Payments on notes payable and long-term debt                          -          (12,647)
                                                           ---------------  ---------------

    Net cash provided by continuing operations                    435,273          393,811
    Net cash used in discontinued operations                            -                -
                                                           ---------------  ---------------

      Net cash provided by financing activities                   435,273          393,811
                                                           ---------------  ---------------

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

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

Net increase (decrease) in cash and cash equivalents              (29,460)         (65,142)

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

Cash and cash equivalents, end of period                   $        9,399   $        5,280
                                                           ===============  ===============
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-6
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


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

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

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


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

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

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

     REVENUE  RECOGNITION

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

     STOCK-BASED  COMPENSATION

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


                                      F-7
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


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

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

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

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

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

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

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

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

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


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

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

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

     Service revenue                    $       8,949   $     32,314
                                        --------------  -------------

     Costs and expenses:
       Operating and general expenses           4,201         19,012
       Supplies and materials                   6,854         16,383
       Depreciation expense                       277          3,082
                                        --------------  -------------

         Total costs and expenses              11,332         38,477
                                        --------------  -------------

     Loss from discontinued operations  $      (2,383)  $     (6,163)
                                        ==============  =============
</TABLE>


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

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


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

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


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

     During  the  nine  months ended September 30, 2004, the Company received an
     investment  of  $160,000 from United Capital Group for preferred stock that
     has not yet been issued. The investment brings United Capital Group's total
     investment in unissued preferred stock to $746,874. United Capital Group is
     controlled by Alex Genin, the Company's chief executive officer. During the
     nine  months  ended  September 30, 2004, United Capital also made a loan to
     the Company under an $80,000 promissory note bearing interest of 6% and due
     March  11,  2005.  This  note  is  un-collateralized.



                                      F-9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENT AND INFORMATION

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

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

     CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The  Company's  discussion  and  analysis  of  its  financial condition and
     results of operations are based upon its consolidated financial statements,
     which  have  been prepared in accordance with generally accepted accounting
     principles  in  the  United  States.  The  preparation  of  these financial
     statements requires the Company to make estimates and judgments that affect
     the  reported  amounts  of  assets,  liabilities, revenue and expenses, and
     related  disclosure  of  contingent  assets  and liabilities. On an ongoing
     basis, the Company evaluates its estimates. The Company bases its estimates
     on historical experience and on various other assumptions that are believed
     to  be  reasonable under the circumstances. These estimates and assumptions
     provide  a  basis  for making judgments about the carrying values of assets
     and  liabilities  that  are not readily apparent from other sources. Actual
     results  may  differ  from  these  estimates under different assumptions or
     conditions,  and  these  differences  may  be  material.

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

     REVENUE RECOGNITION

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


                                        3
<PAGE>
     STOCK-BASED COMPENSATION

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

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

     References to First Capital International, Inc. in this Form 10-QSB include
     First  Capital  International,  Inc.  and our wholly-owned subsidiaries, as
     follows:

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

          -    Ranger Car Care Corporation (now dormant).


     INTRODUCTION

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

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

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

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

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

     During  spring  2004,  we successfully completed testing of our set-top box
     through  Procter  &  Gamble  Consumer  Focus  Group. This will enable us to
     market  this  device  further  to  Fortune  500 companies. We are currently
     working  with  Procter & Gamble to accept this device as a unique marketing
     tool for their products. Also during spring 2004, we successfully completed
     several  video  surveillance  installations in the restaurant/bar sector of
     the  market,  as  well  as  one  of the Houston's Marriott Hotel locations.


                                        4
<PAGE>
     We  recently  awarded a dealership to VIP Distribution LLC in New York, New
     York.  This  dealer  has  a  state-of-the-art  showroom  in  the  center of
     Manhattan  which  can  provide  exposure for our products among upscale New
     York  customers.  As a result of our marketing activities in New York City,
     in  June  2004,  we received a contract to open a showroom in the luxurious
     800-unit  Oceana  Avenue  condominium  complex  in Brooklyn, New York. This
     contract  presents an outstanding marketing opportunity for us. Our dealers
     in  New  York  are actively marketing our systems to the hotel industry and
     commercial  developers.

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

     We  have  filed an application for a patent with the U.S. Patent Office for
     use  of our technology in a manner that addresses issues of the new Air Sea
     Ground  Defense  System  ("ASGDS") 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 Coastguard 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.

     On  October  13,  2004,  we signed a Joint Marketing/NDA Agreement with TRC
     Security,  LP (TRC), a leading U.S. provider of technical, engineering, and
     risk management services to government and private industry. This agreement
     will  allow VIP Systems to participate in TRC's proposals and provide video
     surveillance  expertise  for  the  project.

     As  a result of our Marine Security Presentation, we received a request for
     proposal  jointly  with  TRC  Security,  LP to evaluate strategic points of
     security from the Republic of Angola, utilizing VIP Systems(TM) technology.
     Currently  this  proposal  is  under consideration by the Government of the
     Republic  of  Angola.

     Partnering  with  TRC, we are planning to penetrate Port Security market in
     Eastern  Europe  and  Russia.  We  are  currently  putting  together  the
     infrastructure  and  conducting  consultations  with  TRC  on the strategic
     plans.  We  believe  that our joint marketing efforts with TRC will bring a
     substantial  revenue  growth  in  the  video  security  market  segment.

     Through  our  Moscow  dealer,  we  recently got a contract with the Russian
     Trawl  Fleet  Company,  to  install  video  surveillance  system  with
     teleconference  capabilities at their headquarters. This unique combination
     will  likely  open  a  new market application for our product line. We have
     successfully  completed  this  installation  and  are currently considering
     several  other  projects  with  the  Russian  Trawl  Fleet  Company.

     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.  Upon successful installation, we believe the Company
     will  have  an  opportunity  to  negotiate  a  large  regional contract for
     Trammell  Crow's  commercial  buildings  and  multifamily  developments.

     We  are actively bidding on several hi-rise condominium projects in Houston
     and  Galveston  Area,  as well as a condominium complex in Toronto, Canada.
     These projects, if approved, can substantially increase our revenue stream.

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


                                        5
<PAGE>
          -    The House Beautiful Show in Houston, TX in April 2004;

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

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

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

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

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

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

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

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

     In  March  2004,  we  attended  the  CeBIT  show, one of the major European
     electronics  shows  in  Hannover, Germany, as a Member of the United States
     Department  of  Commerce Exhibitor's Pavilion. At this show, we had several
     meetings  with  prospective  dealers from various countries. As a result of
     these meetings, we are currently in negotiations to open new dealerships in
     Europe  and  Middle  East.


     ANALYSIS  OF  FINANCIAL  CONDITION

     We  currently  have 13 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 $453,152 and $476,576 during the nine months ended
     September  30, 2004 and 2003, respectively. We also had negative cash flows
     from  operations  of  $464,733  and  $460,895  during the nine months ended
     September 30, 2004 and 2003, respectively. These factors and our history of
     recurring losses raise substantial doubt about our ability to continue as a
     going concern. Our long-term viability as a going concern is dependent upon
     three  key  factors  as  follows:

          -    Our ability to obtain adequate sources of debt or equity funding
               to meet current commitments and fund the continuation of our
               business operations;

          -    Our ability to acquire or internally develop viable businesses;
               and

          -    Our ability to ultimately achieve profitability and cash flows
               from operations in amounts that would sustain our operations.

     As  a  result  of  these  potential  liquidity problems, our auditors, Ham,
     Langston  &  Brezina,  L.L.P.  have added an explanatory paragraph in their
     opinion  on  our  audited financial statements for the years ended December
     31,  2003  and  2002,  indicating  that  substantial doubt exists about our
     ability  to  continue  as  a  going  concern.

     Our ability to achieve profitability depends on our ability to successfully
     develop  and  market  Home Automation 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.


                                        6
<PAGE>
     Recurring  losses have resulted in an accumulative deficit of $8,267,646 at
     September  30,  2004,  and  $7,814,494  at December 31, 2003. Revenues from
     continuing  operations  for  the three months ended September 30, 2004 were
     $123,999  compared  to  revenues  of  $29,364  for  the  three months ended
     September  30, 2003. The increase in revenue is a direct result of slightly
     higher  sales  of our home automation and video security systems. Losses in
     the  three  months  ended  September  30,  2004  and 2003 were attributable
     primarily  to the early stage of our business. Although we believe that our
     revenues  will  increase, and that we will ultimately be profitable, we can
     provide  no  assurance  that  profitability  will  occur.

     COMPETITION

     There  are  presently  several  major  competitors  in  the home automation
     industry.  Many  of  our  competitors  are  more established companies with
     substantially greater capital resources and substantially greater marketing
     capabilities  than  us.  We  can give no assurances that we will be able to
     successfully  compete  in  this  market. We believe that VIP Systems(TM) is
     more integrated and has more functionality than other products currently in
     the  home  automation  market.  VIP  Systems(TM)  is  more  affordable  for
     distributors and the general public, compared to similar units manufactured
     by  Crestron  Electronics, Inc., HAI and ELAN Home Systems, Inc. Management
     believes  these  factors give us a competitive advantage in comparison with
     other  similar  products  on  the  market,  although we anticipate that the
     number  of  competitors  will  increase  in  the  future.


     RESULTS OF OPERATIONS

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

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

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

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

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

     The  sale of these subsidiaries has allowed us to divest ourselves from the
     telecommunications  sector  of  our  business.


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

     During  the  three  months  ended  September  30,  2004,  our revenues from
     continuing  operations  were  $123,999 as compared to $29,364 for the three
     months  ended  September  30,  2003.

     During  the  three  months  ended September 30, 2004, operating and general
     expenses  increased  by $45,865 or 25% to $229,343 as compared to the three
     months  ended  September 30, 2003. This increase was the result of business
     development  efforts  in  our  home  automation  business.


                                        7
<PAGE>
     Depreciation  expense was insignificant in the three months ended September
     30,  2004  and  2003.

     During  the  three months ended September 30, 2004, we had stock and option
     based  compensation of $600 as compared to $4,500 in the three months ended
     September 30, 2003. The decrease was the result of decrease in the issuance
     or  sale  of common stock at below-market prices to consultants and vendors
     and  the  decrease  in  issuance  of  compensatory stock options. The sales
     resulted  in charges to compensation expense for the difference between the
     sales  price  and  the  market  price  at  the  date  of  sale.

     During  the  three  months  ended  September  30, 2004, we had research and
     development  expense of $0 as compared to $5,386 for the three months ended
     September  30,  2003.  This reflects our emphasis on development of our VIP
     Systems(TM)  in  2003.

     During  the  three  months  ended  September 30, 2004, we had a net loss of
     $139,091  as  compared  to a net loss of $193,518 in the three months ended
     September  30,  2003.

     THE  NINE  MONTHS  ENDED  SEPTEMBER 30, 2004 AS COMPARED TO THE NINE MONTHS
     ENDED  SEPTEMBER  30,  2003

     During  the  nine  months  ended  September  30,  2004,  our  revenues from
     continuing  operations  were  $296,024 as compared to $221,118 for the nine
     months  ended  September  30,  2003.

     During  the  nine  months  ended  September 30, 2004, operating and general
     expenses  increased  by  $94,922 or 19% to $607,790 as compared to the nine
     months  ended  September 30, 2003. This increase was the result of business
     development  in  our  home  automation/video  security  business.

     Depreciation  expense  was  insignificant  in  both  the  nine months ended
     September  30,  2004  and  2003.

     During  the  nine months ended September 30, 2004 and 2003 we had stock and
     option  based  compensation  of  $14,760 and $10,976 due to the issuance or
     sale  of  common  stock at a below market prices to consultants and vendors
     and  the  issuance  of  compensatory  stock  options. The sales resulted in
     charges  to compensation expense for the difference between the sales price
     and  the  market  price  at  the  date  of  sale.

     Research  and  development  expense for the nine months ended September 30,
     2004 was $0, as compared to $27,637 for the nine months ended September 30,
     2003.  This  was  a  result  of  the  emphasis  on  development  of our VIP
     Systems(TM)  in  2003.

     During  the  nine  months  ended  September  30, 2004, we had a net loss of
     $453,152  as  compared  to  a net loss of $476,576 in the nine months ended
     September  30,  2003.

     LIQUIDITY  AND  CAPITAL  RESOURCES

     As of September 30, 2004, we had cash resources of $9,399. We estimate that
     during three months ending December 31, 2004, our cash requirements will be
     approximately  $180,000  (or  approximately  $60,000  per month). We do not
     presently  believe  that we will have positive cash flow from operations in
     2004  unless our revenue-producing operations expand significantly. Such an
     expansion of operations would require that we raise a substantial amount of
     capital  through  the sale of our stock or through borrowing. Such sales of
     our common stock would continue until cash flow from operations is adequate
     to  fund  our  ongoing  cash  requirements.  Although  we  plan  to  obtain
     additional  financing through the sale of our common stock and by obtaining
     debt  financing,  there is no assurance that capital will be available from
     any  source,  or, if available, upon terms and conditions acceptable to us.

     We  currently have no material commitments for capital expenditures for our
     U.S. operations. We anticipate that the following expenditures will be made
     in  2004  if funds are available: $250,000 for continued development of our
     home  automation  and  video  security  business and $100,000 for marketing
     expenses.


                                        8
<PAGE>
     During  the  three  months ended September 30, 2004, we received $19,000 in
     cash  for  unissued  preferred  stock.

     During  the  nine  months ended September 30, 2004, the Company received an
     investment  of  $160,000 from United Capital Group for preferred stock that
     has not yet been issued. The investment brings United Capital Group's total
     investment in unissued preferred stock to $746,874. United Capital Group is
     controlled by Alex Genin, the Company's chief executive officer. During the
     nine  months  ended  September 30, 2004, United Capital also made a loan to
     the Company under an $80,000 promissory note bearing interest of 6% and due
     March  11,  2005.  This  note  is  un-collateralized.

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

ITEM 3. CONTROLS AND PROCEDURES

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


                          PART II - OTHER INFORMATION


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

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

     During  the three months ended September 30, 2004, we issued 141,666 shares
     of  our  common  stock  to  our  employees and investors as follows: 10,000
     shares as a compensation for services to 2 employees and 131,666 shares for
     cash, totaling approximately $14,000 that was paid in June 2004 (the market
     value  for  these  issuances  ranged  from $0.06 to $0.07 per share). These
     sales  resulted  in  $600 charge to compensation expense for the difference
     between  the  sales  price  and  the  market  price  at  the  date of sale.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (A)  EXHIBITS

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

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


                                        9
<PAGE>
     Exhibit  32.1  -  Certification of Chief Executive Officer of First Capital
     International,  Inc.  pursuant  to Section 906 of the Sarbanes-Oxley Act of
     2002  and  Section  1350  of  18  U.S.C.  63.

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


     (B)  REPORTS ON FORM 8-K

     None


     SIGNATURES

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


     First Capital International, Inc.


     Date:  November  12,  2004           By:  /s/ Alex Genin
                                          Alex Genin
                                          Chief Executive Officer and
                                          Acting Chief Financial Officer


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<PAGE>