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

                                   FORM 10-QSB

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

FOR THE FISCAL QUARTER ENDED MARCH 31, 2005

                                       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 May 13, 2005:

              TITLE OF CLASS                        NUMBER OF SHARES OUTSTANDING
    -----------------------------------             ----------------------------
    Common  Stock,  $0.001  par  value.                     94,093,098

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

SIGNATURES


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS



                        FIRST CAPITAL INTERNATIONAL, INC.
                                   __________



              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


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



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

  Consolidated Condensed Balance Sheet as of March 31, 2005
    and December 31, 2004                                         F-3

  Unaudited Consolidated Condensed Statement of Operations
    for the three months ended March 31, 2005 and 2004            F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Equity for the three months ended March 31, 2005              F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the three months ended March 31, 2005 and 2004            F-6

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


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                           FIRST CAPITAL INTERNATIONAL, INC.
                              CONSOLIDATED BALANCE SHEET
                         MARCH 31, 2005 AND DECEMBER 31, 2004
                                      ----------


                                                           MARCH 31,     DECEMBER 31,
                                                              2005           2004
     ASSETS                                               (UNAUDITED)       (NOTE)
     ------                                               ------------  --------------
<S>                                                       <C>           <C>
Current assets:
  Cash and cash equivalents                               $     8,953   $       9,447
  Accounts receivable                                          13,861          15,367
  Inventory                                                   122,975         124,775
                                                          ------------  --------------

    Total assets                                          $   145,789   $     149,589
                                                          ============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Book overdraft                                          $    13,694   $           -
  Current portion of notes payable                            175,093         179,401
  Current portion of long-term debt to related parties         18,000          18,000
  Accounts payable and accrued liabilities                     99,871          85,423
                                                          ------------  --------------

    Total current liabilities                                 306,658         282,824

Long-term debt to related parties                             493,227         372,600
Long-term notes payable                                        22,000               -
                                                          ------------  --------------

      Total liabilities                                       821,885         655,424
                                                          ------------  --------------

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 93,593,098 shares issued and outstanding       93,593          93,593
  Additional paid-in capital                                7,038,456       7,029,456
  Unissued common stock                                        32,000           5,000
  Unissued preferred stock                                  1,030,674       1,030,674
  Accumulated deficit                                      (8,861,319)     (8,655,058)
  Subscription receivable                                      (9,500)         (9,500)
                                                          ------------  --------------

      Total stockholders' equity                             (676,096)       (505,835)
                                                          ------------  --------------

        Total liabilities and stockholders' equity        $   145,789   $     149,589
                                                          ============  ==============
</TABLE>

Note:  The consolidated balance sheet at December 31, 2004 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 STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   ----------


                                              MARCH 31,     MARCH 31,
                                                 2005          2004
                                             ------------  ------------
<S>                                          <C>           <C>
Revenue:
  System sales                               $    15,937   $    19,700
  Merchandise sales                                3,331         4,207
                                             ------------  ------------

    Total revenue                                 19,268        23,907
                                             ------------  ------------

Costs and expenses:
  Cost of systems                                  2,363        10,201
  Cost of merchandise sold                         3,060         4,749
  Operating and general expenses                 198,587       204,725
  Stock and option based compensation              9,000         6,300
  Depreciation expense                                 -            23
                                             ------------  ------------

    Total costs and expenses                     213,010       225,998
                                             ------------  ------------

Loss from operations                            (193,742)     (202,091)

Other income (expense):
  Interest income                                      -             2
  Interest expense                               (12,519)      (10,320)
                                             ------------  ------------

    Other income (expense), net                  (12,519)      (10,318)
                                             ------------  ------------

Net loss                                     $  (206,261)  $  (212,409)
                                             ============  ============

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

Weighted average shares outstanding           93,593,098    92,458,740
                                             ============  ============
</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 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                            ----------

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


Balance at December 31, 2004    93,593,098  $ 93,593  $ 7,029,456  $1,030,674  $   5,000  $     (9,500)  $(8,655,058)  $(505,835)

Cash received for common stock
  that has not been issued to
  related party                          -         -        9,000           -     27,000             -             -      36,000

Net loss                                 -         -            -           -          -             -      (206,261)   (206,261)
                                ----------  --------  -----------  ----------  ---------  -------------  ------------  ----------

Balance at March 31, 2005       93,593,098  $ 93,593  $ 7,038,456  $1,030,674  $  32,000  $     (9,500)  $(8,861,319)  $(676,096)
                                ==========  ========  ===========  ==========  =========  =============  ============  ==========
</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 THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   ----------


                                                         MARCH 31,    MARCH 31,
                                                           2005         2004
                                                        -----------  -----------
<S>                                                     <C>          <C>
Cash flows from operating activities:
  Net loss                                              $ (206,261)  $ (212,409)
  Adjustment to reconcile net loss to net cash used in
    operating activities                                    26,754      (32,618)
                                                        -----------  -----------

    Net cash used in operating activities                 (179,507)    (245,027)
                                                        -----------  -----------

Cash flows from financing activities:
  Proceeds from book overdraft                              13,694            -
  Proceeds from notes payable and long-term debt           138,319      126,978
  Proceeds from sale of common and preferred stock          27,000      122,300
  Payments on notes payable and long-term debt                   -         (735)
                                                        -----------  -----------

    Net cash provided by financing activities              179,013      248,543
                                                        -----------  -----------

Net (decrease) increase in cash and cash equivalents          (494)       3,516

Cash and cash equivalents, beginning of period               9,447       38,859
                                                        -----------  -----------

Cash and cash equivalents, end of period                $    8,953   $   42,375
                                                        ===========  ===========


Supplemental disclosure of cash flow information:

  Cash paid for interest                                $    3,598   $    3,288
                                                        ===========  ===========

  Cash paid for income taxes                            $        -   $        -
                                                        ===========  ===========
</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.   BASIS  OF  PRESENTATION  AND  CRITICAL  ACCOUNTING  POLICIES
     ------------------------------------------------------------

     First  Capital  International,  Inc.  (the  "Company"),  formerly
     Ranger/USA,  Inc.,  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. Under this acquisition
     strategy,  the  Company  acquired three companies in 2000 and two companies
     2001. Since 2001, the Company has focused its operations on the development
     of  its  "smart  house"  technology  and markets for the Company's new home
     command center.

     The  unaudited  consolidated  condensed  financial  statements  included
     herein  have  been  prepared  without  audit  pursuant  to  the  rules  and
     regulations  of the Securities and Exchange Commission. Certain information
     and footnote disclosures normally included in financial statements prepared
     in  accordance  with accounting principles generally accepted in the United
     States  of  America  have been condensed or omitted, pursuant to such rules
     and  regulations.  These  unaudited  consolidated  condensed  financial
     statements  should  be  read  in  conjunction with the audited consolidated
     financial statements and notes thereto of First Capital International, Inc.
     (the  "Company") included in the Company's Annual Report on Form 10-KSB for
     the year ended December 31, 2004.

     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.

     SIGNIFICANT  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  making  it  reasonably  possible  that a change in the estimates
     could occur in the near term.

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

     The  Company  has  adopted  Statement  of  Financial  Accounting  Standards
     ("SFAS")  No.  123  - "Accounting for Stock Based Compensation." Under SFAS
     No.  123,  the  Company  is  permitted  to either record expenses for stock
     options  and other employee compensation plans based on their fair value at
     the  date  of  grant  or to continue to apply our current accounting policy
     under  Accounting  Principles Board, ("APB") Opinion No. 25 "Accounting for
     Stock  Issued  to  Employees,"  and recognize compensation expense, if any,
     based  on  the  intrinsic value of the equity instrument at the measurement
     date.

     The  Company  utilizes  the  disclosure-only  provisions  of  SFAS  No. 123
     and  applies  APB  Opinion No. 25 and related interpretations in accounting
     for  its  stock option plans. Under APB No. 25, because the exercise prices
     of  the  Company's  employee stock options were less than the fair value of
     the  Company's  stock  on  the  date  of  grant,  re-pricing  or extension,
     compensation  expense  has been recognized in these financial statements to
     reflect the value of stock option-related compensation to employees.

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

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

     RECLASSIFICATIONS
     -----------------

     The  Company  has  reclassified certain prior year amounts in the financial
     statements to conform to the 2004 presentation.


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


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

     Since  the  Company  began  operations,  it  has been dependent on debt and
     equity  raised from individual investors and related parties to sustain its
     operations.  During the years ended December 31, 2004 and 2003, the Company
     incurred  net  losses  of  $(840,564) and $(784,050), respectively, and had
     negative  cash  flows  from  operations  of $(600,739) and $(587,354). Such
     losses  and  negative  cash flows from operations have continued during the
     three  months  ended  March 31, 2005. 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.   FEDERAL  INCOME  TAXES
     ----------------------

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


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

     During  the  quarter  ended  March  31,  2005,  the  Company  received  an
     investment  of  $27,000 for 450,000 shares of common stock that has not yet
     been issued.


                                      F-8
<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  making  it  reasonably  possible  that a change in the estimates
     could occur in the near term.

     STOCK-BASED COMPENSATION


                                        3
<PAGE>
     The  Company  has  adopted  Statement  of  Financial  Accounting  Standards
     ("SFAS")  No.  123  - "Accounting for Stock Based Compensation." Under SFAS
     No.  123,  the  Company  is  permitted  to either record expenses for stock
     options  and other employee compensation plans based on their fair value at
     the  date  of  grant  or to continue to apply our current accounting policy
     under  Accounting  Principles Board, ("APB") Opinion No. 25 "Accounting for
     Stock  Issued  to  Employees,"  and recognize compensation expense, if any,
     based  on  the  intrinsic value of the equity instrument at the measurement
     date.  In  December  of 2002, the FASB issued SFAS No. 148, "Accounting for
     Stock-  Based  Compensation  -  Transition and Disclosure - An Amendment to
     FASB  Statement No. 123" to provide alternative methods of transition for a
     voluntary  change  to  the  fair  value  based  method  of  accounting  for
     stock-based employee compensation. The Company elected to not change to the
     fair  value  based  method  of  accounting  for  stock  based compensation.
     Additionally, the statement amended disclosure requirements of SFAS No. 123
     to  require  more prominent disclosure in both annual and interim 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.

     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  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).

     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 Moscow,
     Russia.  We  also  signed  an  agreement  with  Chimmashexport (the leading
     Russian  industrial  export  organization) to market our industrial product
     line through their marketing channels in the CIS countries.

     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  remotely.  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.


                                        4
<PAGE>
     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  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.

     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.

     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.

     In  April  2004,  through  our  Moscow  dealer,  we got a contract with the
     Russian  Trawl  Fleet  Company,  to  install video surveillance system with
     teleconference  capabilities at their headquarters. This unique combination
     will  likely  open  a  new market application for our product line. We have
     successfully  completed  this  installation  and  are currently considering
     several other projects with the Russian Trawl Fleet Company.

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

     In  October  2004,  we  received  a  contract  from  Trammell Crow Company,
     one  of  the  largest  US  real estate developers, to install a pilot video
     surveillance  system.  We  successfully  completed  this  installation  in
     December  2004.  At  present  we  are  trying 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. 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:

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

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

          -    The House Beautiful Show in Houston, 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;


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

     GOING CONCERN ISSUE

     Since  we  began  operations,  we  have  been  dependent on debt and equity
     raised  from  individual  investors  and  related  parties  to  sustain our
     operations.  We  incurred  net  losses  of $206,261 and $212,409 during the
     three  months  ended  March  31,  2005  and 2004, respectively. We also had
     negative  cash  flows  from  operations of $179,507 and $245,027 during the
     three months ended March 31, 2005 and 2004, 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,  2004  and  2003,  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  accumulative  deficit  of
     $8,861,319  March  31, 2005, and $8,655,058 at March 31, 2004. Revenues for
     the  three months ended March 31, 2005 were $19,268 compared to revenues of
     $23,907  for the three months ended March 31, 2004. The decrease in revenue
     is  a  result  of  normal business fluctuations. Losses in the three months
     ended  March  31,  2005  and  2004 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


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     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  MARCH  31,  2005 AS COMPARED TO THE THREE MONTHS
     ENDED MARCH 31, 2004

     During  the  three  months  ended  March  31,  2005,  our  revenues  were
     $19,268 as compared to $23,907 for the three months ended March 31, 2004.

     During  the  three  months  ended  March  31,  2005,  operating and general
     expenses  decreased  by $6,138 or 3.0% to $198,587 as compared to the three
     months  ended  March  31,  2004.  This  decrease  was the result of expense
     optimization.

     During  the  three  months  ended  March  31, 2005, we had stock and option
     based  compensation  of  $9,000  as  compared to $6,300 in the three months
     ended  March  31, 2004. The increase was the result of the issuance or sale
     of  common  stock  at below market prices. The sales resulted in charges to
     compensation  expense  for  the  difference between the sales price and the
     market price at the date of sale.

     During  the  three  months  ended  March  31,  2005,  we  had a net loss of
     $206,261  as  compared  to a net loss of $212,409 in the three months ended
     March 31, 2004.

     LIQUIDITY AND CAPITAL RESOURCES

     As  of  March  31,  2005,  we  had  cash  resources  of $8,953. We estimate
     that  during  three months ending June 30, 2005, 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
     2005  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


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     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 2005 if funds are available: $250,000 for continued development of
     our  home automation and video security business and $100,000 for marketing
     expenses.

     During  the  three  months  ended  March  31,  2005, we received $27,000 in
     cash for shares of our common stock from one director and one related party
     investor.

     During  2004,  under  the  Agreement  signed  on  February  6,  2003,  the
     Company  received  the  last  installments  of $163,800 from United Capital
     Group  for preferred stock that has not yet been issued. This brings United
     Capital  Group's  total investment in unissued preferred stock to $750,674.
     United  Capital  Group  is  controlled  by  Alex Genin, the Company's chief
     executive  officer.  On  March 11, 2004, United Capital also made a loan to
     the Company under an $80,000 promissory note bearing interest of 6% and due
     March  11,  2005. On March 25, 2005, United Capital also made a loan to the
     Company  under  a  $22,000  promissory  note bearing interest of 8% and due
     March 25, 2007. These notes are un-collateralized.

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

     As  previously  discussed,  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, 2004 and 2003,
     indicating that substantial doubt exists about our ability to continue as a
     going concern.


ITEM 3. CONTROLS AND PROCEDURES

     Alex  Genin,  our  Chief  Executive  Officer  and  acting  Chief  Financial
     Officer,  has  evaluated  our  disclosure  controls and procedures, and has
     concluded  that  our controls and procedures are appropriate and effective.
     He  has evaluated these controls and procedures as of the end of the period
     covered  by  this report. There 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  March  31,  2005,  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  March  31, 2005, we received $27,000 for
     the  total  of 450,000 shares of our common stock from one director and one
     related  party  investor.  These shares, along with 50,000 shares of common
     stock  which had been previously paid for in the third quarter of 2004 were
     issued  on April 18, 2005. The market value for these issuances ranged from
     $0.06  to  $0.10  per  share.  These  sales  resulted in a $9,000 charge to
     compensation expense for the


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     quarter  ended  March  31,  2005  for  the  difference  between  the  sales
     price and the market price at the date of sale.


ITEM  6.  EXHIBITS


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

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

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

     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.



     SIGNATURES

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


     First Capital International, Inc.


     Date: May 13, 2005          By: /s/ Alex Genin
                                 Alex Genin
                                 Chief Executive Officer and
                                 Acting Chief Financial Officer


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