<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-1004

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

                                   FORM 10-Q

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

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the period ended March 31, 2002

                                      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 Number 0-12537

              First Capital Income Properties, Ltd.--Series VIII
            (Exact name of registrant as specified in its charter)

                          Florida                      59-2192277
              (State or other jurisdiction of       (I.R.S. Employer
               incorporation or organization)      Identification No.)

                 Two North Riverside Plaza,            60606-2607
                         Suite 700,                    (Zip Code)
                     Chicago, Illinois
          (Address of principal executive offices)

                                (312) 207-0020
             (Registrant's telephone number, including area code)

                                Not applicable
  (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [_]

Documents incorporated by reference:

The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the Partnership's Prospectus dated July 28, 1982,
included in the Partnership's Registration Statement on Form S-11, is
incorporated herein by reference in Part I of this report.

================================================================================

<PAGE>

BALANCE SHEETS
(All dollars rounded to nearest 00s)

<TABLE>
<CAPTION>
                                           March 31,
                                             2002     December 31,
                                          (Unaudited)     2001
              <S>                         <C>         <C>
              --------------------------- ----------- ------------

              ASSETS
              Investment in commercial
                rental property:
               Land                       $        -- $ 1,784,700
               Buildings and
                 improvements                      --   5,875,800
              --------------------------- ----------- ------------
                                                   --   7,660,500
               Accumulated depreciation
                 and amortization                  --  (3,008,900)
              --------------------------- ----------- ------------
               Total investment property,
                 net of accumulated
                 depreciation and
                 amortization                      --   4,651,600
              Cash and cash equivalents    11,917,600   6,199,700
              Rents receivable                     --       4,200
              Other assets                     38,100      49,500
              --------------------------- ----------- ------------
                                          $11,955,700 $10,905,000
              --------------------------- ----------- ------------

              LIABILITIES AND PARTNERS' CAPITAL
              Liabilities:
               Accounts payable and
                 accrued expenses         $   279,900 $   247,000
               Due to Affiliates                3,300      40,900
               Distributions payable        6,026,500     171,100
               Security deposits                   --      30,500
               Other liabilities               11,100          --
              --------------------------- ----------- ------------
                                            6,320,800     489,500
              --------------------------- ----------- ------------
              Partners' capital:
               General Partners                61,400      50,100
               Limited Partners (70,000
                 Units issued and
                 outstanding)               5,573,500  10,365,400
              --------------------------- ----------- ------------
                                            5,634,900  10,415,500
              --------------------------- ----------- ------------
                                          $11,955,700 $10,905,000
              ----------------------------------------------------
</TABLE>

STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 2002 (Unaudited) and the year ended December
31, 2001
(All dollars rounded to nearest 00s)

<TABLE>
<CAPTION>
                                 General    Limited
                                 Partners   Partners       Total
           <S>                   <C>       <C>          <C>
           --------------------- --------  -----------  -----------
           Partners' capital,
             January 1, 2001     $ 50,100  $10,626,500  $10,676,600
           Net income for the
             year ended
             December 31,
             2001                  62,200      298,900      361,100
           Distributions for the
             year ended
             December 31,
             2001                 (62,200)    (560,000)    (622,200)
           --------------------- --------  -----------  -----------
           Partners' capital,
             December 31,
             2001                  50,100   10,365,400   10,415,500
           Net income for the
             quarter ended
             March 31, 2002        26,900    1,219,000    1,245,900
           Distributions for the
             quarter ended
             March 31, 2002       (15,600)  (6,010,900)  (6,026,500)
           --------------------- --------  -----------  -----------
           Partners' capital,
             March 31, 2002      $ 61,400  $ 5,573,500  $ 5,634,900
           ---------------------------------------------------------
</TABLE>

4
    The accompanying notes are an integral part of the financial statements

<PAGE>

STATEMENTS OF INCOME AND EXPENSES--Discontinued Operations
For the quarters ended March 31, 2002 and 2001 (Unaudited)
(All dollars rounded to nearest 00s except per Unit amounts)

<TABLE>
<CAPTION>
                                                  2002      2001
             <S>                               <C>        <C>
             -----------------------------------------------------
             Income:
              Rental                           $  174,100 $164,800
              Interest                             31,200   88,600
              Other                                37,700
              Gain on sale of property          1,133,900
             -----------------------------------------------------
                                                1,376,900  253,400
             -----------------------------------------------------
             Expenses:
              Depreciation and amortization        31,000   42,000
              Property operating:
                Affiliates                          2,300    2,100
                Nonaffiliates                      25,100   37,200
              Real estate taxes                    23,600   31,200
              Insurance--Affiliate                  3,800    3,600
              Repairs and maintenance               5,100    7,100
              General and administrative:
                Affiliates                          2,300    1,500
                Nonaffiliates                      37,800   26,300
             -----------------------------------------------------
                                                  131,000  151,000
             -----------------------------------------------------
             Net income                        $1,245,900 $102,400
             -----------------------------------------------------
             Net income allocated to General
               Partners                        $   26,900 $ 15,600
             -----------------------------------------------------
             Net income allocated to Limited
               Partners                        $1,219,000 $ 86,800
             -----------------------------------------------------
             Net income allocated to Limited
               Partners per Unit (70,000 Units
               outstanding)                    $    17.41 $   1.24
             -----------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 2002 and 2001
(Unaudited)
(All dollars rounded to nearest 00s)

<TABLE>
<CAPTION>
                                                  2002         2001
         <S>                                   <C>          <C>
         ------------------------------------------------------------
         Cash flows from operating
           activities:
          Net income                           $ 1,245,900  $  102,400
          Adjustments to reconcile net
            income to net cash provided
            by operating activities:
            Gain on sale of property            (1,133,900)
            Depreciation and amortization           31,000      42,000
            Changes in assets and
              liabilities:
              Decrease in rents receivable           4,200      30,200
              Decrease in other assets              11,400       4,500
              Increase (decrease) in
                accounts payable and
                accrued expenses                    32,900     (49,300)
              (Decrease) increase in due
                to Affiliates                      (37,600)        600
              Increase in other liabilities         11,100         200
         ------------------------------------------------------------
            Net cash provided by
              operating activities                 165,000     130,600
         ------------------------------------------------------------
         Cash flows from investing
           activities:
          Payment for building and tenant
            improvements                          (116,700)         --
          Proceeds from sale of property         5,871,200          --
         ------------------------------------------------------------
            Net cash provided by
              investing activities               5,754,500          --
         ------------------------------------------------------------
         Cash flows from financing
           activities:
          Distributions paid to Partners          (171,100)   (155,600)
          (Decrease) in security deposits          (30,500)         --
         ------------------------------------------------------------
            Net cash (used for) financing
              activities                          (201,600)   (155,600)
         ------------------------------------------------------------
         Net increase (decrease) in cash and
           cash equivalents                      5,717,900     (25,000)
         Cash and cash equivalents at the
           beginning of the period               6,199,700   6,471,400
         ------------------------------------------------------------
         Cash and cash equivalents at the
           end of the period                   $11,917,600  $6,446,400
         ------------------------------------------------------------
</TABLE>


                                                                             5
    The accompanying notes are an integral part of the financial statements

<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 2002


1. Summary of significant accounting policies:

Definition of special terms:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is included in the Registration Statement and
incorporated herein by reference.

Accounting policies:
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States ("GAAP"). The Partnership
utilizes the accrual method of accounting. Under this method, revenues are
recorded when earned and expenses are recorded when incurred. The Partnership
recognizes rental income that is contingent upon tenants' achieving specified
targets, only to the extent that such targets are attained.

Preparation of the Partnership's financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent 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.

The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the three months ended March 31, 2002 are not necessarily indicative of the
operating results for the year ending December 31, 2002.

The Partnership has one reportable segment as the Partnership is in the
disposition phase of its life cycle, wherein it is seeking to resolve
post-closing matters related to the properties sold by the Partnership.

Commercial rental property held for investment is recorded at cost, net of any
provisions for value impairment, and depreciated (exclusive of amounts
allocated to land) on the straight-line method over its estimated useful life.
Upon classifying a commercial rental property as held for disposition, no
depreciation or amortization of such property is provided for in the financial
statements. Lease acquisition fees are recorded at cost and amortized over the
life of the lease. Repair and maintenance costs are expensed as incurred;
expenditures for improvements are capitalized and depreciated over the
estimated life of such improvements.

The Partnership evaluates its rental property for impairment when conditions
exist which may indicate that it is probable that the sum of expected future
cash flows (undiscounted) from a property is less than its estimated carrying
basis. Upon determination that an impairment has occurred, the carrying basis
in the rental property is reduced to its estimated fair market value.
Management was not aware of any indicator that would result in a significant
impairment loss during the periods reported.

Cash equivalents are considered all highly liquid investments with maturity of
three months or less when purchased.

Reference is made to the Partnership's annual report for the year ended
December 31, 2001 for a description of other accounting policies and additional
details of the Partnership's financial condition, results of operations,
changes in Partners' capital and changes in cash balances for the year then
ended. The details provided in the notes thereto have not changed except as a
result of normal transactions in the interim or as otherwise disclosed herein.

2. Related party transactions:

In accordance with the Partnership Agreement, subsequent to December 23, 1982,
the Termination of the Offering, the General Partners are entitled to 10% of
Cash Flow (as defined in the Partnership Agreement), as a Partnership
Management Fee. In addition, Net Profits (exclusive of Net Profits from the
sale or disposition of Partnership properties) are allocated: first, to the
General Partners, in an amount equal to the greater of the General Partners'
Partnership Management Fee for such fiscal year, or 1% of such Net Profits; and
second, the balance, if any, to the Limited Partners. Net Profits from the sale
or disposition of a Partnership property are allocated: first, to the General
Partners and the Limited Partners with negative balances in their capital
accounts, pro rata in proportion to such respective negative balances, to the
extent of the total of such negative balances; second, to the General Partners,
in an amount necessary to make the aggregate amount of their capital accounts
equal to the greater of the Sale or Refinancing Proceeds to be distributed to
the General Partners with respect to the sale or disposition of such property
or 1% of such Net Profits; and third, the balance, if any, to the Limited
Partners. Net Losses (exclusive of Net Losses from the sale, disposition or
provision for value impairment of Partnership properties) are allocated 1% to
the General Partners and 99% to the Limited Partners. Net Losses from the sale,
disposition or provision for value impairment of Partnership properties are
allocated: first, to the extent that the balance in the General Partners'
capital accounts exceeds their Capital Investment or the balance in the capital
accounts of the Limited Partners exceeds the amount of their Capital Investment
(the "Excess Balances"), to the General Partners and the Limited Partners pro
rata in proportion to such Excess Balances until such Excess Balances are
reduced to zero; second, to the General Partners and the Limited Partners pro
rata in proportion to the balances in their respective capital accounts until
the balances in their capital accounts shall be reduced to zero; and third, the
balance, if any, 99% to the Limited Partners and 1% to the General Partners. In
all events there shall be allocated to the General Partners not less than 1% of
Net Profits and Net Losses from the sale, disposition or provision for value
impairment of a Partnership property. For the three months ended March 31,
2002, the General Partners were paid a Partnership Management Fee of $15,600
and allocated Net Profits of $26,900, which included $11,300 from the sale of a
Partnership property. For the three months ended March 31, 2001, the General
Partners were paid a Partnership Management Fee and allocated Net Profits of
$15,600.


6

<PAGE>

Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter ended March 31, 2002 were as follows:

<TABLE>
<CAPTION>
                                                   Paid  Payable
                <S>                               <C>    <C>
                --------------------------------- ------ -------
                Property and asset management and
                  leasing fees                    $2,300   None
                Reimbursement of property
                  insurance premiums               3,800   None
                Reimbursement of expenses,
                  at cost:
                 --Accounting                      1,000  1,500
                 --Investor communications         1,200  1,800
                --------------------------------- ------ -------
                                                  $8,300 $3,300
                --------------------------------- ------ -------
</TABLE>

3. Property Sale:

On March 15, 2002, the Partnership completed the sale of Walker Springs Plaza
Shopping Center for a sale price of $6,210,000. Net Proceeds from this
transaction amounted to $5,871,200, which was net of actual and estimated
closing expenses. The Partnership reported a gain for financial reporting
purposes of $1,133,900 for the quarter ended March 31, 2002 and intends to
distribute $5,870,900 or $83.87 per Unit on May 31, 2002 to Limited Partners of
record as of March 15, 2002. In accordance with FAS 144, the Partnership's
Statements of Income and Expenses are presented as discontinued operations.





TRANSFER AGENT AND REGISTRAR
The Bank of New York
P.O. Box 7090
Troy, Michigan 48007-7090
(800) 447-7364




  [LOGO] FIRST CAPITAL
  INCOME PROPERTIES, Ltd.
  Series VII
                                    [GRAPHIC]

sponsored by FIRST CAPITAL FINANCIAL LLC
             Two North Riverside Plaza
             Chicago, Illinois 60606

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--continued


Reference is made to the Partnership's annual report for the year ended
December 31, 2001 for a discussion of the Partnership's business.

Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical facts, may be
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.

One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sale price. The
Partnership, in addition to being in the operation of properties phase, is in
the disposition of properties phase of its life cycle. During the disposition
phase of the Partnership's life cycle, comparisons of operating results are
complicated due to the timing and effect of property sales. Partnership
operating results are generally expected to decline as real property interests
are sold since the Partnership no longer receives the net income generated from
such properties.

Operations
The table below is a recap of certain operating results the Partnership's
property for the quarters ended March 31, 2002 and 2001. The discussion
following the table should be read in conjunction with the financial statements
and notes thereto appearing in this report.

<TABLE>
<CAPTION>
                                     Comparative Operating Results(a)
                                          For the Quarters Ended
                                        3/31/2002        3/31/2001
             <S>                     <C>               <C>
             --------------------------------------------------------
             Walker Springs Plaza Shopping Center
             Rental revenues         $174,100          $164,800
             --------------------------------------------------------
             Property net income (b) $ 83,300          $ 41,700
             --------------------------------------------------------
</TABLE>
(a)Excludes certain income and expense items, which are not directly related to
   individual property operating results such as interest income and general
   and administrative expenses.

(b)The property was sold on March 15, 2002. Property net income excludes the
   gain of $1,133,900 recorded on the sale.

Net income increased by $1,143,500 for the three months ended March 31, 2002
when compared to the three months ended March 31, 2001. The increase was
primarily the result of the gain recorded from the sale of Walker Springs Plaza
Shopping Center ("Walker Springs"). Exclusive of the gain on sale, net income
was relatively unchanged for the periods under comparison. The decline in
interest income was offset by improved operating results at Walker Springs and
the write-off of certain amounts due to the General Partner.

Operations at Walker Springs were impacted by its sale on March 15, 2002. The
increase in rental income was due to an increase in occupancy at the property
and the decrease in expenses was due to the property's sale during the quarter.


Liquidity and Capital Resources
One of the Partnership's objectives is to dispose of its property when market
conditions allow for the achievement of the maximum possible sales price.
Notwithstanding the Partnership's intention relative to property sales, another
primary objective of the Partnership is to provide cash distributions to
Partners from Partnership operations. To the extent cumulative cash
distributions exceed net income during a fiscal year, such excess distributions
will be treated as a return of capital. Cash Flow (as defined in the
Partnership Agreement) is generally not equal to net income or cash flows as
determined by accounting principles generally accepted in the United States
("GAAP"), since certain items are treated differently under the Partnership
Agreement than under GAAP. Management believes that to facilitate a clear
understanding of the Partnership's operations, an analysis of Cash Flow (as
defined in the Partnership Agreement) should be examined in conjunction with an
analysis of net income or cash flows as determined by GAAP. The following table
includes a reconciliation of Cash Flow (as defined in the Partnership
Agreement) to cash flow provided by operating activities as determined by GAAP
and are not indicative of actual distributions to Partners and should not
necessarily be considered as an alternative to the results disclosed in the
Statements of Income and Expenses and Statements of Cash Flows.

<TABLE>
           <S>                           <C>             <C>
                                         Comparative Cash Flow Results
                                            For the Quarters Ended
                                          3/31/2002       3/31/2001
           -----------------------------------------------------------
           Cash Flow (as defined in the
            Partnership Agreement)       $  143,000      $  144,400
           Items of reconciliation:
            Decrease in current assets       15,600          34,700
            Increase (decrease)
              in current liabilities....      6,400         (48,500)
           -----------------------------------------------------------
           Net cash provided by
             operating activities        $  165,000      $  130,600
           -----------------------------------------------------------
           Net cash provided
             by investing activities     $5,754,500      $       --
           -----------------------------------------------------------
           Net cash (used for) financing
             activities                  $ (201,600)     $ (155,600)
           -----------------------------------------------------------
</TABLE>

The decrease in Cash Flow (as defined in the Partnership Agreement) of $1,400
for the three months ended March 31, 2002 when compared to three months ended
March 31, 2001 was primarily due to the decrease in interest income earned on
the Partnership's short-term investments, partially offset by improved
operating results at Walker Springs and the write-off of a payable to the
General Partner, as previously discussed.

The increase in the Partnership's cash position of $5,717,900 for the three
months ended March 31, 2002 was primarily the result of the receipt of proceeds
from the sale of Walker Springs. Liquid assets (including cash and cash
equivalents) of the Partnership as of March 31, 2002 are comprised of amounts
held for distribution to Partners and amounts held to resolve potential
post-closing sale matters.

2

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--continued


Net cash provided by operating activities increased by $34,400 for the three
months ended March 31, 2002 when compared to the three months ended March 31,
2001. The decrease was primarily due to the improved operating results,
exclusive of depreciation and amortization, as previously discussed.

Net cash provided by investing activities increased by $5,754,500 for the three
months ended March 31, 2002 when compared to the three months ended March 31,
2001. The increase was primarily due to the receipt of proceeds from sale of
Walker Springs.

The Partnership has no financial instruments for which there are significant
market risks.

The increase in net cash used for financing activities of $46,000 for the
quarter ended March 31, 2002 as compared to the quarter ended March 31, 2001
was due to a decrease in the security deposits and the timing of the payment of
distributions to Partners.

In connection with the sale of Walker Springs, the Partnership intends to
distribute on May 31, 2002, $5,870,900 or $83.87 per Unit to Limited Partners
of record as of March 15, 2002.

For the quarter ended March 31, 2002, the Partnership utilized Cash Flow (as
defined by the Partnership Agreement) and $12,600 of previously retained Cash
Flow (as defined in the Partnership Agreement) in its distribution to Partners.

Distributions to Limited Partners for the quarter ended March 31, 2002 were
declared in the amount of $140,000, or $2.00 per Unit. Cash distributions are
made 60 days after the last day of each fiscal quarter.

Following the special distribution of Sale Proceeds and the Cash Flow
distribution on May 31, 2002, the Partnership does not anticipate making
another distribution until all post closing sale matters are resolved and the
Partnership liquidates. Providing that no unforeseen matters arise, the
Partnership intends to make a liquidating distribution of approximately $70.00
per unit to Limited Partners during the fourth quarter of 2002.

                                                                             3

<PAGE>

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits: None

(b) Reports on Form 8-K:

A report dated March 29, 2002 was filed on Form 8-K during the quarter ended
March 31, 2002.

8

<PAGE>

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 thereunto duly authorized.

                                          FIRST CAPITAL INCOME PROPERTIES,
                                            LTD.--SERIES VIII

                                          By: FIRST CAPITAL FINANCIAL LLC
                                             MANAGING GENERAL PARTNER

Date: May 13, 2002 By:               /s/  DOUGLAS CROCKER II
                                             __________________________________
                                                              DOUGLAS CROCKER II
                                                          President and Chief
                                                           Executive Officer

Date: May 13, 2002 By:                 /s/  PHILIP G. TINKLER
                                             __________________________________
                                                               PHILIP G. TINKLER
                                                         Vice
                                                           President--Finance
                                                           and Treasurer

                                                                             9