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, 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 Industrial  (I.R.S. Employer
      of Incorporation                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 November 13, 2006:

               TITLE OF CLASS           NUMBER OF SHARES OUTSTANDING
       -------------------------------  ----------------------------
       Common Stock, $0.001 par value.          32,531,170

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


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

<S>                                                                    <C>
Item 1. Consolidated Financial Statements . . . . . . . . . . . . . .  F-1

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

Item 3. Controls and Procedures . . . . . . . . . . . . . . . . . . .   10

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .   10

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

Item 4. Submission of Matters to a Vote of Security Holders . . . . .   11

Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . .   11

SIGNATURES
</TABLE>


                                        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 SEPTEMBER 30, 2006 AND 2005


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


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

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

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

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

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

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


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

                                                           SEPTEMBER 30,    DECEMBER 31,
                                                               2006             2005
ASSETS                                                      (UNAUDITED)      (AUDITED)
------                                                    -------------------------------
<S>                                                       <C>              <C>
Current assets:
  Cash and cash equivalents                               $        5,047   $       9,149
  Accounts receivable                                             30,226          41,282
  Inventory                                                       49,706         116,910
                                                          ---------------  --------------

    Total assets                                          $       84,979   $     167,341
                                                          ===============  ==============

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

Current liabilities:
  Notes payable                                           $       77,911   $      90,399
  Accounts payable and accrued liabilities                       109,283         176,157
  Current portion of long-term debt to related parties           325,973          56,200
  Current portion of other long-term liabilities                 478,836               -
                                                          ---------------  --------------

    Total current liabilities                                    992,003         322,756

Long-term debt to related parties                                340,617         843,440
                                                          ---------------  --------------

    Total liabilities                                          1,332,620       1,166,196
                                                          ---------------  --------------

Stockholders' deficit:
  Preferred stock, $0.001 par value; 20,000,000 shares
    authorized; 4,500,000 shares issued and outstanding            4,500           4,500
  Common stock, $0.001 par value; 200,000,000 shares
    authorized; 32,531,170 shares issued and outstanding          32,531          31,663
  Additional paid-in capital                                                   8,761,558
  Accumulated deficit                                        (10,039,105)     (9,218,453)
  Subscription receivable                                         (7,125)         (9,500)
                                                          ---------------  --------------

    Total stockholders' deficit                               (1,247,641)       (998,855)
                                                          ---------------  --------------

      Total liabilities and stockholders' deficit         $       84,979   $     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 NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                      --------

                                         THREE MONTHS ENDED           NINE MONTHS ENDED
                                            SEPTEMBER 30,              SEPTEMBER 30,
                                     --------------------------  --------------------------
                                         2006          2005          2006          2005
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Revenue:
  System sales                       $     7,736   $    52,151   $   133,311   $    89,857
  Merchandise sales                       52,348            37        56,910         5,127
                                     ------------  ------------  ------------  ------------

    Total revenue                         60,084        52,188       190,221        94,984
                                     ------------  ------------  ------------  ------------

Costs of sales:
  Cost of systems                          4,729        12,593        43,743        19,636
  Cost of merchandise sold                64,265            10        65,491         2,918
                                     ------------  ------------  ------------  ------------

    Total cost of sales                   68,994        12,603       109,234        22,554
                                     ------------  ------------  ------------  ------------

Gross Margin                              (8,910)       39,585        80,987        72,430

Selling, general and
  administrative expenses                426,053       143,207       832,866       494,346
                                     ------------  ------------  ------------  ------------


Loss from operations                    (434,963)     (103,622)     (751,879)     (421,916)
                                     ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                              -             3             -            94
  Interest expense                       (22,971)       (7,322)      (68,773)      (35,367)
                                     ------------  ------------  ------------  ------------

    Other income (expense), net          (22,971)       (7,319)      (68,773)      (35,273)
                                     ------------  ------------  ------------  ------------

Net loss                             $  (457,934)  $  (110,941)  $  (820,652)  $  (457,189)
                                     ============  ============  ============  ============

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

Weighted average shares outstanding   32,172,789    31,417,699    31,792,885    31,326,810
                                     ============  ============  ============  ============
</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 NINE MONTHS ENDED SEPTEMBER 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  31,662,699   $31,663   $ 8,192,935  $    (9,500)  $ (9,218,453)  $  (998,855)
Common stock voluntarily
  returned to treasury and
  cancelled                           -        -    (817,866)     (818)          818            -              -             -

Common stock issued for cash          -        -     496,335       496       169,004            -              -       169,500

Common stock issued upon
  exercise of options                 -        -     336,668       337        40,163            -              -        40,500

Common stock issued to
  employees for services              -        -      20,000        20         5,980            -              -         6,000

Common stock issued as
  collateral for Note
  Payable                             -        -     833,334       833        36,204            -              -        37,037

Compensatory stock options
  issued to  employees                -        -           -         -        15,512            -              -        15,512

Compensatory stock options
  issued to  Officers and
  Directors                           -        -           -         -       279,630            -              -       279,630

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                              -        -           -         -             -            -       (820,652)     (820,652)
-------------------------------------------------------------------------------------------------------------------------------

Balance at
September 30, 2006            4,500,000  $ 4,500  32,531,170   $32,531   $ 8,761,558  $    (7,125)  $(10,039,105)  $(1,247,641)
                              =========  =======  ===========  ========  ===========  ============  =============  ============
</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 NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                     ----------

                                                          SEPTEMBER 30,    SEPTEMBER 30,
                                                              2006             2005
                                                         ---------------  ---------------
<S>                                                      <C>              <C>
Cash flows from operating activities:
  Net loss                                               $     (820,652)  $     (457,189)
  Adjustments to reconcile net loss to net cash used in
    operating activities:

    Stock based payments                                        322,454           12,300
    Changes in operating assets and liabilities:
      Accounts receivable                                        11,056           (6,918)
      Inventory                                                  67,204            4,158
      Notes payable                                             (12,488)          22,650
      Accounts payable and accrued liabilities                  (51,001)         119,107
                                                         ---------------  ---------------

        Net cash used in operating activities                  (483,427)        (305,892)
                                                         ---------------  ---------------

Cash flows from financing activities:
  Proceeds from notes payable and long-term debt                 14,500          349,950
  Proceeds from notes payable secured by issuance
  of common stock                                               500,000                -
  Proceeds from sale of common stock                            212,375           51,500
  Payments for notes payable and long-term debt                (247,550)        (102,801)
                                                         ---------------  ---------------

        Net cash provided by financing activities               479,325          298,649
                                                         ---------------  ---------------

Net decrease in cash and cash equivalents                        (4,102)          (7,243)

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

Cash and cash equivalents, end of period                 $        5,047   $        2,204
                                                         ===============  ===============


Supplemental disclosure of cash flow information:

  Cash paid for interest                                 $       75,042   $        9,670
                                                         ===============  ===============
</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 NINE MONTHS ENDED SEPTEMBER 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.

     On  July 14, 2006, the stockholders approved a 3-for-1 reverse stock split,
     which  became  effective on August 7, 2006. All references to common stock,
     common shares outstanding, average number of common shares outstanding, per
     share  amounts  and  options  in  these  financial  statements and notes to
     financial statements have been restated to reflect the 3-for-1 common stock
     reverse  split  on  a  retroactive  basis.


     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.


                                     F-7
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
                                  ---------

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

     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.

     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  $322,454  stock-based  compensation cost in the nine months
     ended  September  30,  2006. Restricted stock is expensed based on the fair
     market  value  on  the  grant  date.


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

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

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

     In  September  2006,  the  Financial  Accounting  Standards  Board ("FASB")
     issued  FASB Statement No. 157, Fair Value Measurements. FASB Statement No.
     157  provides  enhanced guidance for using fair value to measure assets and
     liabilities.  FASB  Statement  No. 157 also provides guidance regarding the
     extent to which companies measure assets and liabilities at fair value, the
     information  used  to  measure  fair  value,  and  the effect of fair value
     measurements  on  earnings.  FASB  Statement No. 157 applies whenever other
     standards  require (or permit) assets or liabilities to be measured at fair
     value  but  does not expand the use of fair value in any new circumstances.
     FASB  Statement  No.  157  is  effective  for  fiscal years beginning after
     November  15,  2007,  and  interim  periods within those fiscal years, with
     early  adoption permitted. FASB Statement No. 157 is not expected to have a
     material  impact  on  our  financial position or results of operations upon
     adoption.

     In  September  2006,  the  SEC  issued  Staff  Accounting  Bulletin ("SAB")
     No.  108  ("SAB  108").  SAB  108  addresses  how the effects of prior year
     uncorrected  misstatements  should  be  considered  when  quantifying
     misstatements  in  current-year  financial  statements.  SAB  108  requires
     registrants  to  quantify  misstatements  using  both the balance sheet and
     income-statement approaches and to evaluate whether either approach results
     in  quantifying an error that is material in light of relevant quantitative
     and  qualitative  factors.  SAB  108  does  not  change  the SEC's previous
     guidance  in  SAB  No.  99,  Materiality,  on evaluating the materiality of
     misstatements.  A  registrant  applying the new guidance for the first time
     that  identifies material errors in existence at the beginning of the first
     fiscal  year  ending  after  November  15,  2006,  may correct those errors
     through  a  one-time  cumulative  effect  adjustment  to  beginning-of-year
     retained  earnings.  The cumulative effect alternative is available only if
     the application of the new guidance results in a conclusion that a material
     error  exists  as  of  the  beginning of the first fiscal year ending after
     November 15, 2006, and those misstatements were determined to be immaterial
     based  on  a  proper  application  of  the registrant's previous method for
     quantifying  misstatements.  The  adjustment  should  not  include  amounts
     related to changes in accounting estimates. SAB 108 is not expected to have
     a  material  impact  on  our  financial  position or results of operations.

     Through  September  2006,  the  FASB  has issued several new pronouncements
     including  SFAS No. 158, "Employers' Accounting for Defined Benefit Pension
     and  Other Postretirement Plans-an amendment of FASB Statements No. 87, 88,
     106,  and 132(R)'. Adoption of these pronouncements is not expected to have
     any significant impact on the financial condition or results of operations.


                                     F-9
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 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.


3.   RELATED  PARTY  TRANSACTIONS
     ----------------------------

     On  September  30,  2006,  we  sold  our  Marchese  di  Genin  merchandise
     inventory  to  Alex  Genin, our chief executive officer for $50,983 or cost
     less  20%  discount.  This amount was applied to promissory notes Mr. Genin
     has made to us in 2003 and other expenses due to him. The revenues from the
     sale  of this merchandise for the last several years were insignificant and
     we  have  decided  to  divest  the  Company  of  this  line of business and
     concentrate  on  our  technology  business.


                                      F-10
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
                                   ---------

4.   STOCKHOLDERS'  EQUITY
     ---------------------

     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.

     On  March  24,  2006,  the  Company  issued  2,500,000  restricted  common
     shares  at $0.20 per share (or 833,334 shares of restricted common stock at
     $0.60  after  reverse  split) 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
     September  30,  2006  is  $478,836  and  is  recorded  as  other  long-term
     liabilities  in  the  consolidated  condensed  balance  sheet.


5.     STOCK  OPTIONS
       --------------

     During  the  nine  months ended September 30, 2006, we issued non-qualified
     options  to  investors,  vendors, employees, officers and directors and all
     such  options  are  immediately exercisable for shares of our common stock.
     The  table below summarizes the activity in the Company's stock options for
     the  nine  months  ended  September  30,  2006:

<TABLE>
<CAPTION>
                                                                 WEIGHTED
                                                                  AVERAGE
                                                                 EXERCISE
                                     OPTIONS    EXERCISE PRICE     PRICE
                                    ----------  ---------------  ---------
<S>                                 <C>         <C>              <C>
Balance at December 31, 2005        3,150,004   $0.045 to $0.15  $    0.06
                                    ==========

  Granted to employees,
    officers and directors            995,002   $ 0.06 to $0.30  $    0.11
  Granted to vendors                  123,335   $ 0.15 to $0.36  $    0.30
  Exercised                          (336,668)  $ 0.12 to $0.15  $    0.12
  Cancelled or expired               (116,667)  $ 0.06 to $0.15  $    0.12
                                    ----------

Balance at September 30, 2006       3,815,006   $0.045 to $0.36  $    0.07
                                    ==========
</TABLE>

     Fair  value  of  the  Company's  stock  options  was  determined based upon
     the Black-Scholes option pricing model. The following assumptions were used
     to  calculate  fair  value using the Black Scholes option pricing model for
     the  nine  months  ended  September 30, 2006: (i) average dividend yield of
     0.00%;  (ii)  expected volatility of 100.00%; (iii) expected life between 1
     and  2  years;  and  (iv)  estimated  risk-free  interest  rate  of  8%.


                                      F-11
<PAGE>
                        FIRST CAPITAL INTERNATIONAL, INC.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
                                   ---------

5.     STOCK  OPTIONS-  CONTINUED
       --------------------------

     The  Black-Scholes  option  valuation  model  was  developed  for  use  in
     estimating fair value of traded options, which have no vesting restrictions
     and  are  fully  transferable. In addition, option valuation models require
     the  input  of  highly  subjective assumptions including the expected stock
     price  volatility.  Because  the  Company's  employee  stock  options  have
     characteristics  significantly  different from those of traded options, and
     because  changes  in the subjective input assumptions can materially affect
     the  fair  value  estimate, in management's opinion, the existing models do
     not  necessarily provide a reliable single measure of the fair value of its
     employee  stock  options.

     All  outstanding  stock  options  are  currently  exercisable. A summary of
     outstanding  stock  options  at  September  30,  2006  follows:

<TABLE>
<CAPTION>
      NUMBER OF
     COMMON STOCK                    REMAINING
       EXERCISE                     CONTRACTUAL
     EQUIVALENTS   EXPIRATION DATE  LIFE (YEARS)  PRICE
     ------------  --------------   ------------  ------
     <C>           <S>             <C>           <C>
           50,001  December 2006            0.2  $0.045
          933,335  February 2007            0.3    0.09
           33,334  June 2007                0.7    0.36
           66,668  June 2007                0.7    0.24
           40,000  July 2007                0.8    0.36
           58,334  August 2007              0.8    0.30
        1,733,334  December 2007            1.2   0.045
          900,000  January 2008             1.3    0.06
     ------------
        3,815,006
     ============
</TABLE>


                                      F-12
<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  discussion  and  analysis  of  our  financial condition and results of
     operations are based upon its consolidated financial statements, which have
     been  prepared  in accordance with generally accepted accounting principles
     in  the  United  States.

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

     REVENUE  RECOGNITION

     We  enter  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.


                                        3
<PAGE>
     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.

     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  $322,454  stock-based  compensation  cost  in  the  nine
     months  ended September 30, 2006. Restricted stock is expensed based on the
     fair  market  value  on  the  grant  date.

     NEW  ACCOUNTING  PRONOUNCEMENTS

     In  September  2006,  the  Financial  Accounting  Standards  Board ("FASB")
     issued  FASB Statement No. 157, Fair Value Measurements. FASB Statement No.
     157  provides  enhanced guidance for using fair value to measure assets and
     liabilities.  FASB  Statement  No. 157 also provides guidance regarding the
     extent to which companies measure assets and liabilities at fair value, the
     information  used  to  measure  fair  value,  and  the effect of fair value
     measurements  on  earnings.  FASB  Statement No. 157 applies whenever other
     standards  require (or permit) assets or liabilities to be measured at fair
     value  but  does not expand the use of fair value in any new circumstances.
     FASB  Statement  No.  157  is  effective  for  fiscal years beginning after
     November  15,  2007,  and  interim  periods within those fiscal years, with
     early  adoption permitted. FASB Statement No. 157 is not expected to have a
     material  impact  on  our  financial position or results of operations upon
     adoption.


                                        4
<PAGE>
     In  September  2006,  the  SEC  issued  Staff  Accounting  Bulletin ("SAB")
     No.  108  ("SAB  108").  SAB  108  addresses  how the effects of prior year
     uncorrected  misstatements  should  be  considered  when  quantifying
     misstatements  in  current-year  financial  statements.  SAB  108  requires
     registrants  to  quantify  misstatements  using  both the balance sheet and
     income-statement approaches and to evaluate whether either approach results
     in  quantifying an error that is material in light of relevant quantitative
     and  qualitative  factors.  SAB  108  does  not  change  the SEC's previous
     guidance  in  SAB  No.  99,  Materiality,  on evaluating the materiality of
     misstatements.  A  registrant  applying the new guidance for the first time
     that  identifies material errors in existence at the beginning of the first
     fiscal  year  ending  after  November  15,  2006,  may correct those errors
     through  a  one-time  cumulative  effect  adjustment  to  beginning-of-year
     retained  earnings.  The cumulative effect alternative is available only if
     the application of the new guidance results in a conclusion that a material
     error  exists  as  of  the  beginning of the first fiscal year ending after
     November 15, 2006, and those misstatements were determined to be immaterial
     based  on  a  proper  application  of  the registrant's previous method for
     quantifying  misstatements.  The  adjustment  should  not  include  amounts
     related to changes in accounting estimates. SAB 108 is not expected to have
     a  material  impact  on  our  financial  position or results of operations.

     Through  September  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  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.


                                        5
<PAGE>
     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  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  2005-2006,  we completed several security installations at Marriott
     Hotel Group properties in Texas and Louisiana. At present, 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 our home automation
     equipment  in  the  Dinerstein's  model condo unit in the second quarter of
     2005 and expect to start the second phase of the installation in the second
     quarter  of  2007.

     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
     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  first  quarter  of  2007.

     In  June  2006,  we  had  several  meetings  with  CompUSA  Digital  Living
     Division.  They  have  evaluated  our  product  line,  and we are currently
     negotiating  a  Nationwide Partnership Agreement, under which CompUSA would
     provide  installation  and  support  services  for  VIP  Systems  equipment
     nationwide.

     We  are  actively  looking  for  new  opportunities to introduce our system
     on  the  mass  scale  in  US and Europe. We are in discussions with several
     dealers  to  open  VIP  Systems  dealerships  in  various  countries.

     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;


                                        6
<PAGE>
          -    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 $820,652 and $457,189 during the nine
     months  ended  September  30,  2006  and  2005,  respectively.  We also had
     negative  cash  flows  from  operations of $483,427 and $305,892 during the
     nine  months ended September 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

          -    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 $10,039,105 on
     September  30,  2006. Revenues for the nine months ended September 30, 2006
     were  $190,221  compared  to  revenues of $94,984 for the nine months ended
     September  30,  2005.  The increase in revenue is a result of our marketing
     efforts.  Losses  in the nine months ended September 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


                                        7
<PAGE>
     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  SEPTEMBER  30,  2006  AS  COMPARED  TO THE THREE
     MONTHS  ENDED  SEPTEMBER  30,  2005

     During  the  three  months  ended  September  30,  2006,  our revenues were
     $60,084  as  compared  to  $52,188 for the three months ended September 30,
     2005,  due  to  the  sale  of  our Marchese di Genin merchandise inventory.

     During  the  three  months  ended  September 30, 2006, selling, general and
     administrative  expenses  increased  by  $282,846  or  198%  to $426,053 as
     compared  to  the  three months ended September 30, 2005. This increase was
     attributable  to  issuances  of  stock options. This resulted in charges to
     compensation  expense.

     During  the  three  months  ended  September 30, 2006, we had a net loss of
     $457,934  as  compared  to a net loss of $110,941 in the three months ended
     September  30,  2005.

     THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2006  AS  COMPARED  TO  THE  NINE
     MONTHS  ENDED  SEPTEMBER  30,  2005

     During  the  nine  months  ended  September  30,  2006,  our  revenues were
     $190,221  as  compared  to  $94,984 for the nine months ended September 30,
     2005,  due  to  the  sale  of  our Marchese di Genin merchandise inventory.

     During  the  nine  months  ended  September  30, 2006, selling, general and
     administrative  expenses  increased  by  $338,520  or  68%  to  $832,866 as
     compared  to  the  nine  months ended September 30, 2005. This increase was
     attributable  to  issuances  of  stock options. This resulted in charges to
     compensation  expense.

     During  the  nine  months  ended  September  30, 2006, we had a net loss of
     $820,652  as  compared  to  a net loss of $457,189 in the nine months ended
     September  30,  2005.

     LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  September  30,  2006,  we had cash resources of $5,047. We estimate
     that  during  three  months ending December 31, 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  September 30, 2006, we received $107,500
     in  cash  for  shares  of  our  common  stock  from  three  investors.

     On  September  30,  2006,  we  sold  our  Marchese  di  Genin  merchandise
     inventory  to  Alex  Genin, our chief executive officer for $50,983 or cost
     less  20%  discount.  This amount was applied to promissory notes Mr. Genin
     has made to us in 2003 and other expenses due to him. The revenues from the
     sale  of this merchandise for the last several years were insignificant and
     we  have  decided  to  divest  the  Company  of  this  line of business and
     concentrate  on  our  technology  business.


                                        8
<PAGE>
     During  2004,  under  the Agreement signed on February 6, 2003, we 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, our
     chief executive officer. On March 11, 2004, United Capital also made a loan
     to  us  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 September 30, 2006 is $67,983. 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 May 2007
     and December 2007. On September 20, 2006, United Capital made a loan to the
     Company under a $13,500 promissory note bearing interest of 8% which is due
     September 20, 2008. None of these notes are collateralized. As of September
     30,  2006,  total principal amount due on all notes to United Capital Group
     is  $212,483.

     During  2004,  Alex  Genin,  our  chief  executive  officer,  made  several
     loans  to  us  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  January 2007 and November 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. As of September 30, 2006,
     total  principal  amount  due  on  all  notes  to  Alex  Genin is $234,890.

     During  2004,  Eastern  Credit  Limited,  Inc.,  a  company  controlled  by
     Alex  Genin, our chief executive officer, made several loans to us 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
     September  2007  and October 2008. During the first quarter of 2006 some of
     these notes were paid off. The remaining balance on these notes is $62,917.
     During 2005, Eastern Credit Limited, Inc. made several loans to us 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.  On August 7, 2006, Eastern Credit
     Limited,  Inc.  made  a  loan  to  us  under $1,000 promissory note bearing
     interest  of  8%  which  is  due  August  7,  2008. None of these notes are
     collateralized. As of September 30, 2006, total principal amount due on all
     notes  to  Eastern  Credit  Limited  is  $204,717.

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

     During  2005,  ECL  Trading,  Inc.,  a  company  controlled  by Alex Genin,
     our  chief  executive  officer, made several loans to us 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 in
     February  2006.

     During  2005,  First  National  Petroleum,  Inc.,  a  company controlled by
     Alex Genin, our chief executive officer, made several loans to us 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. As of September 30,
     2006,  total  principal amount due on all notes to First National Petroleum
     is  $14,500.

     During  2005,  Pacific  Commercial  Credit,  Inc.,  a company controlled by
     Alex Genin, our chief executive officer, made several loans to us 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.


                                        9
<PAGE>
     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  no  interest  and due on May 30, 2007. The agreement also
     allows  for  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 as of
     September  30, 2006 is $478,836 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.

ITEM 3. CONTROLS AND PROCEDURES

     Alex  Genin,  our  Chief Executive Officer and Principal 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 changes in our internal controls over
     financial reporting that have materially affected, or are reasonably likely
     to  materially  affect,  our  internal  control  over  financial reporting.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On  September  22,  2006,  a  lawsuit  was filed against us by Norpro Saint
     Gobain  at  In  the  County Civil Court at Law No (1), Harris County Texas,
     Case  No.  865,612.  The  issue  arises from the sublease agreement for our
     office  space  from  June  2002 to May 2003. The total amount in dispute is
     $16,000.  In 2003, we paid an amount which we believed settled the dispute.
     However,  Norpro  Saint  Gobain  contacted  us  in  April  2006,  alleging
     additional  amounts  were owed under the agreement. Currently, the trial is
     set for January 2, 2007, however, we are currently attempting to settle the
     matter.


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

     During the three months ended September 30, 2006, we effected the following
     transactions  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 we pay any commissions
     or  fees  to  any underwriter in connection with any of these transactions.
     None  of  the transactions involved a public offering. We believe 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. We believe that each of
     these  persons  was  knowledgeable  about  the  Company's  operations  and
     financial  condition.

     During  the three months ended September 30, 2006, we received $67,500 from
     one  investor  and  one  employee for a total sale of 191,668 shares of our
     restricted  common  stock;  and $40,000 from one related party investor for
     the  option  to purchase 333,334 shares of our restricted common stock. The
     market  value  of  these  issuances  ranged  from $0.36 to $0.45 per share.

     During the three months ended September 30, 2006, we granted six options to
     purchase  up  to  958,334  shares  of  common stock to employees, including
     900,000  to  our  CEO.  These  options  are  immediately  exercisable at an
     exercise  price  ranged  from  $0.06  to $0.30 per share and expire between
     August  1,  2007  and  January  30,  2008.  We valued these transactions at
     $289,459.


                                       10
<PAGE>
ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIY  HOLDERS

     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  of  the  common  stock  became  effective on August 7,
     2006.  The  effect  of  this  reverse  split  is reflected in the unaudited
     condensed  financial  statements  herein.


ITEM  6.  EXHIBITS

     Exhibit  31.1  -  Certification  of  Chief  Executive Officer and Principal
     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 Principal
     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: November 13, 2006           By: /s/ Alex Genin
                                       Alex Genin
                                       Chief Executive Officer and
                                       Principal Financial Officer


                                       11