First Capital International (FCPN) 10-Q 2009 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended June 30, 2009

OR

o 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 registrant as specified in its Charter)

Delaware	76-0582435
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
5120 Woodway
Suite 9024
Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

(713) 629-4866

(Issuer’s Telephone Number, Including Area Code)

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchanged 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 ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Number of shares outstanding as of the close of business on August 4, 2009:

TITLE OF CLASS	NUMBER OF SHARES OUTSTANDING
Common Stock, $0.001 par value.	36,809,671

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements	F-1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3. Quantitative and Qualitative Disclosure about Market Risk	6
Item 4T. Controls and Procedures	6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3. Defaults Upon Senior Securities	8
Item 4. Submission of Matters to a Vote of Security Holders	8
Item 5. Other Information	8
Item 6. Exhibits	9
SIGNATURES	9

FIRST CAPITAL INTERNATIONAL, INC.

__________

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

F-1

FIRST CAPITAL INTERNATIONAL, INC.

TABLE OF CONTENTS

__________

	Page
Unaudited Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2009 (Unaudited)and December 31, 2008	F-3
Unaudited Consolidated Statements of Operations for the three months and six months ended June 30, 2009 and 2008	F-4
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008	F-5
Notes to Unaudited Consolidated Financial Statements	F-6

F-2

FIRST CAPITAL INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2009 and December 31, 2008

__________

	June 30,			December 31,
	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	19,904		$	3,938
Accounts receivable		95,061			16,247
Employee receivables		4,421			11,786
Due from related parties		4,437			4,910
Total assets	$	123,823		$	36,881
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Credit card obligations and line of credit	$	104,513		$	125,292
Accounts payable and accrued liabilities		53,278			141,996
Accrued interest payable to related parties		197,160			174,008
Current portion of notes payable to related parties		125,042			68,314
Current portion of notes payable		55,235			55,235
Convertible notes payable to related parties		50,000			50,000
Convertible notes payable		500,000			500,000
Deferred revenue		271,988			155,025
Total current liabilities		1,357,216			1,269,870
Notes payable to related parties, non-current		651,483			742,083
Total liabilities		2,008,699			2,011,953
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 4,500,000 shares issued and outstanding as of June 30, 2009 and December 31, 2008, respectively		4,500			4,500
Common stock, $0.001 par value; 200,000,000 shares authorized; 36,809,671 and 36,809,671 shares issued and outstanding, as of June 30, 2009 and December 31, 2008, respectively		36,810			36,810
Additional paid-in capital		9,533,505			9,481,055
Accumulated deficit		(11,459,691	)		(11,497,437	)
Total stockholders’ deficit		(1,884,876	)		(1,975,072	)
Total liabilities and stockholders’ deficit	$	123,823		$	36,881

The accompanying notes are an integral part of these

unaudited consolidated financial statements.

F-3

FIRST CAPITAL INTERNATIONAL, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2009 and 2008

__________

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Revenue:
System sales	$	260,466		$	209,785		$	663,977		$	286,472
Consulting services		-			-			-			14,000
Total revenue		260,466			209,785			663,977			300,472
Costs of sales:
Cost of systems		107,545			143,526			236,424			181,074
Cost of consulting services		-			-			-			2,800
Total cost of sales		107,545			143,526			236,424			183,874
Gross Margin		152,921			66,259			427,553			116,598
Selling, general and administrative expenses		185,054			181,918			350,568			344,455
Income/(Loss) from operations		(32,133	)		(115,659	)		76,985			(227,857	)
Other expense:
Interest expense		(19,479	)		(21,084	)		(39,240	)		(40,301	)
Net profit/(loss)	$	(51,612	)	$	(136,743	)	$	37,745		$	(268,158	)
Basic and diluted net profit/(loss)per common share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.01	)
Weighted average shares outstanding		36,809,671			36,289,661			36,809,671			36,118,827

The accompanying notes are an integral part of these

unaudited consolidated financial statements.

F-4

FIRST CAPITAL INTERNATIONAL, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

2009 and 2008

__________

	June 30,			June 30,
	2009			2008
Cash flows from operating activities:
Net income/(loss)	$	37,745		$	(268,158	)
Adjustments to reconcile net income (loss) to net cash
Provided by (used in) operating activities:
Stock based compensation		52,450			3,277
Changes in operating assets and liabilities:
Accounts receivable		(78,812	)		22,704
Employee receivable		7,365			(5,006	)
Other current assets		473			(553	)
Credit card obligations		(20,779	)		25,970
Accounts payable and accrued liabilities		(88,718	)		74,930
Accrued interest		23,152			19,902
Deferred income		116,963			(2,488	)
Net cash provided by (used in) operating activities:		49,839			(129,422	)
Cash flows from financing activities:
Payments of notes payable and long-term debt to related party		(38,373	)		(17,800	)
Proceeds from notes payable and long-term debt to related party		4,500			156,000
Proceeds from sale of common stock		-			10,600
Net cash provided by (used in) financing activities:		(33,873	)		148,800
Net increase in cash and cash equivalents		15,966			19,378
Cash and cash equivalents, beginning of period		3,938			3,972
Cash and cash equivalents, end of period	$	19,904		$	23,350
Supplemental disclosure of cash flow information:
Cash paid for interest	$	16,088		$	10,852
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non cash investing and financing activities:
Cashless exercise of options	$	-		$	54,000
Reduction of related party note in connection with option exercise	$	-		$	43,790
Reduction of accrued interest in connection with option exercise	$	-		$	10,210

The accompanying notes are an integral part of these

unaudited consolidated financial statements.

F-5

FIRST CAPITAL INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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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 and assumed its current name in August 1998 when new management took over the Company.

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-K for the year ended December 31, 2008.

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.

Use Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Principles of Consolidation

The consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiary VIP Systems, Inc. after elimination of all significant intercompany accounts and transactions.

Net Income/(Loss) per Common Share

Basic and diluted net income per share are computed by dividing the net income/ (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the years.  Common stock equivalents consist of common stock issuable under the Company’s stock compensation plan for its employees and consultants. Common stock equivalents are not included in diluted loss per share calculations because they would be anti-dilutive.  There were no common stock equivalents during June 30, 2009 and December 31, 2008.

2. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has a net profit of $37,745 for the six months ended June 30, 2009, however, has an accumulated deficit of $(11,459,691) and a working capital deficit of $(1,233,393) at June 30, 2009. These conditions raise substantial doubt as to the Company's ability to continue as a going concern.

F-6

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management intends to finance these deficits by selling its common stock.

3. Convertible Note Payable

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 a 1-for-3 reverse split) to a sophisticated investor as collateral for note payable bearing 0% interest due on May 30, 2007. The agreement allowed the investor to dispose of the shares, in part or full, prior to May 30, 2007.  The proceeds from any such disposal would reduce the principal balance of $500,000. The promissory note is also secured by all assets of the Company. In accordance with APB Opinion 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants, this instrument is accounted for as a liability in the financial statements.  The note expired on May 30, 2007.  We are in default of this Note and are currently in litigation.

4. Notes Payable to Related Parties

During the six months ended June 30, 2009, the Company had the following notes payable to related parties transactions:

During 2009, ten promissory notes to Alex Genin, our chief executive officer, were paid off.  The total principal and interest paid on these notes were $18,400 and $5,360 respectively.  Two promissory notes originally due April and May 2009 bearing 8% interest for a total principal amount of $37,500 were extended three years.  None of these notes were collateralized.  As of June 30, 2009 the total principal amount due on all notes to Alex Genin is $175,000.

During 2009, Eastern Credit Limited, Inc., a company controlled by Alex Genin, our chief executive officer, made a loan to us under a $2,500 promissory note which bear interest at the rate of 8% and which is due February 2012. In the same period, one promissory note with principal and interest of $ $3,000 and $978, respectively, was paid off.  None of these notes were collateralized.  As of June 30, 2009 the total principal amount due on all notes to Eastern Credit Limited, Inc. is $243,300.

During 2009, one promissory note to ECL Trading Co., Inc., a company controlled by Alex Genin, our chief executive officer, was partially paid. The total principal and interest paid on this note was $6,000 and $433, respectively.  This note was not collateralized.  As of June 30, 2009 the total principal amount due on notes to ECL Trading is $2,000.

During 2009, First National Petroleum, Corp., a company controlled by Alex Genin, our chief executive officer, made a loan to us under a $2,000 promissory note which bear interest at the rate of 8% and which is due April 2012.  A note for $7,500 originally due April 2009 which bear interest at the rate of 8% was extended three years. None of these notes were collateralized.  As of June 30, 2009 the total principal amount due on all notes to First National Petroleum is $16,500.

During 2009, a promissory note to Pacific Commercial Credit, Ltd., a company controlled by Alex Genin, our chief executive officer, was partially paid.  The total principal and interest paid on this note were $2,400 and $1,695 respectively.  The remaining balance on this note is $7,000.  None of the notes to Pacific Commercial Credit were collateralized.  As of June 30, 2009 the total principal amount due on all notes to Pacific Commercial Credit is $85,000.

During 2009, a promissory note to Stromberg Development, Inc., a company owned by Alex Genin, our chief executive officer, was partially paid.  The total principal and interest paid on this note were $6,000 and $600 respectively.  The remaining balance on this note is $4,000.  None of the notes to Stromberg Development were collateralized.  As of June 30, 2009 the total principal amount due on all notes to Stromberg Development is $36,000.

During 2009, United Capital Group, Ltd., a company controlled by Alex Genin, our chief executive officer, extended three years, a $67,983 promissory note originally due March 2009 which bear interest at the rate of 8%. None of the notes to United Capital Group were collateralized.  As of June 30, 2009 the total principal amount due on all notes to United Capital Group is $198,983.

5. Stock and Option Transactions

During the six months ended June 30, 2009, the company sold 0 shares of restricted common stock. Ten options to purchase up to 4,240,000 shares of our common stock were granted and four options to purchase up to 2,620,000 shares expired in the period. For the six month period ended June 30, 2009, the company recognized $52,450 in stock-based compensation. 1,020,000 options granted during the year end 2008, vest in May 2010 thus the compensation expense is recognized over the 24 month service period. Of the total 4,240,000 options granted during the six months ended June 30, 2009, 50,000 is immediately exercisable, 90,000 vest in December 2009, 100,000 vest in December 2010, and 4,000,000 vest in December 2011 thus the compensation expense is recognized over the applicable service period.

F-7

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 period ended June 30, 2009: (i) average dividend yield of 0.00%; (ii) expected volatility of 380%,; (iii) expected life of 2 years; and (iv) estimated risk-free interest rate of 2.4%.

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.

F-8

PART I - FINANCIAL INFORMATION

Item 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Please see financial statements beginning on page F-1

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENT AND INFORMATION

We are including the following cautionary statement in this Form 10-Q 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.

The following discussion should be read in conjunction with our unaudited consolidated interim financial statements and related notes thereto included in this quarterly report and in our audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contained in our Form 10-K for the year ended December 31, 2008. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

REVENUE RECOGNITION

The Company enters into two types of sales of VIP Systems: sales to end-users and sales to resellers. Revenue on sales to end-users is recognized upon completion of installation and testing of the system. Revenue on sales to resellers is recognized either upon delivery of systems or for major long-term projects, recognized upon completion of each phase of installation.

Payments and advances received for future sales or installation of systems are deferred until the delivery and/or installation is complete.  For major long-term projects, revenue is recognized upon completion of each phase of installation.

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 Payments”, 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 is 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.

Compensation expenses for Restricted Stocks issued to employees and others are calculated based on the fair market value on the grant date.  We recognized $52,450 stock-based compensation cost in the six months ended June 30, 2009 for the options and there were 0 shares of restricted stock issued to employees and others.

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-Q.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

INTRODUCTION

First Capital International, Inc. (the “Company”), formerly Ranger/USA, Inc., incorporated as a Delaware Corporation on April 21, 1994 and 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.

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References to First Capital International, Inc. in this Form 10-Q include First Capital International, Inc. and our wholly-owned subsidiary VIP Systems, Inc., which is a home automation and video surveillance solutions firm.

At the annual meeting of the stockholders held on July 14, 2006, the stockholders approved a 1-for-3 reverse split.  The effect of our reverse split is reflected in all references to the price of our common stock and the audited financial statements herein.

Our principal executive offices are located at 5120 Woodway, Suite 9024, Houston, Texas 77056; voice: (713) 629-4866 fax: (713) 629-4913. Our corporate web site is at www.FirstCap.net.

We are engaged in the design, production and sale of security systems for homeland security applications as well as home automation and video surveillance systems, including highly sophisticated marine video surveillance applications.  It is our intent to grow through the continued development and marketing of this new and innovative technology.

Patents

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.

PROJECTS

During 2005-2006, we completed several security installations at Marriott Hotel Group properties in Texas, Florida and Louisiana.  Our marketing efforts with the Marriott Hotel Group allowed us to secure contracts to install video surveillance systems in several Marriott Hotels in Florida and Texas.  We are currently working on much larger proposals for their new “under construction” hotels.

Projects in Florida

In March 2005, we signed a contract with the Dinerstein Companies, a large real estate developer, to provide a basic home automation/security package for their mid-rise project in Florida.  We are currently conducting upsell marketing efforts and have been able to secure an upsell option for 40% of the development.

Despite the real estate downturn, we are bidding on several hi-rise commercial building projects in Florida and believe that our efforts will bring contracts to provide CCTV/automation solutions for these projects.

Projects in Texas

We are bidding on large security projects with several Houston area school districts and are planning on marketing our products and capabilities to various government entities.

We are bidding on several high-rise condominium projects in the Houston area. The current economic conditions have hindered our efforts in successfully closing new deals with new luxury high-rise complexes in Houston to install a security solution as well as to design for the owners a new state-of-the-art “Concierge” Digital Living Automation software.  We believe are new opportunities for our home automation solutions.   We anticipate the hi-rise condo project will be a good source for the Company’s revenue through upsell activities, of which there can be no assurances.

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We are also actively involved in several Houston hotels’ installation projects, predominantly Marriott and Hilton Hotels, as well as upscale residential projects in Houston.

We are considering launching our “Concierge” software platform nationwide.  We have had numerous discussions with integrators and hi-rise management companies that showed interest in purchasing our concierge platform.  As a result, we are developing strategies for selling and marketing the “Concierge” platform nationwide.  However, we are anticipating a market slowdown in home automation due to the current national economic crisis.

New Developments

Due to the current economic crisis, we foresee instabilities and a rise of domestic terrorism throughout the United States.  As a countermeasure company, we are developing a threat evaluation program for owners of condominium properties, commercial malls, office buildings and municipal facilities.

We have also developed applications jointly with ZuluBravo, LLC, allowing detection of homemade explosives throughout buildings, malls and hotels.

We believe this new technology will augment the Company’s current security system and video surveillance product line and will greatly enhance our marketing position.

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 had a profit of $37,745 during the six months ended June 30, 2009. We also had positive cash flows from operations of $49,839 during the six months ended June 30, 2009.  However, we had an accumulated deficit of $(11,459,691) and a working capital deficit of $(1,233,393) at June 30, 2009.  These conditions 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 potential liquidity problems, our auditors have added an explanatory paragraph in their opinion on our financial statements for the years ended December 31, 2008 and 2007, indicating that substantial doubt exists concerning 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 due to the significant costs associated with home automation and video security technology operations.

Recurring losses resulted in the accumulated deficit of $(11,459,691) at June 30, 2009. Revenues for the six months ended June 30, 2009 were $663,977 compared to revenues of $300,472 for the six months ended June 30, 2008. The increase in revenue is mainly attributable to our success in acquiring major projects as a result of our marketing efforts.

Our losses were attributable primarily to the developmental stage of our business. Our new focus has resulted in our further development of VIP Systems(TM) which has substantially improved our operating results.  Our revenues have significantly increased and we have shown a profit for the six months ended June 30, 2009.  However, we can provide no assurance that profitability will be sustainable.

COMPETITION

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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 cannot give any assurances that we will be able to successfully compete in this market.

RESULTS OF OPERATION FOR THE THREE MONTHS ENDED JUNE 30, 2009 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2008

During the three months ended June 30, 2009, our revenues were $260,466 as compared to $209,785 for the three months ended June 30, 2008, which increase in revenues is attributable to our success in completing major projects.

During the three months ended June 30, 2009, selling, general and administrative expenses increased slightly by $3,246 or 2% to $185,054, from $181,918, as compared to the three months ended June 30, 2008. This is mainly attributable to  increases in payroll and stock and option compensation expenses offset by decreases in contracted and professional services.

During the three months ended June 30, 2009, we had a net loss of $51,612 as compared to a net loss of $136,743 in the three months ended June 30, 2008.

RESULTS OF OPERATION FOR THE SIX MONTHS ENDED JUNE 30, 2009 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2008

During the six months ended June 30, 2009, our revenues were $663,977 as compared to $300,472 for the six months ended June 30, 2008, which increase in revenues is primarily due to our marketing activities.

During the six months ended June 30, 2009, selling, general and administrative expenses increased slightly by $6,115 or 2% to $350,568, from $344,455, as compared to the six months ended June 30, 2008. The net increase is mainly attributable to increased charges to stock and option compensation and rent expenses offset by decreases in charges to contracted and  professional services.

During the six months ended June 30, 2009, we had a net profit of $37,745 as compared to a net loss of $268,158 in the six months ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2009, we had cash resources of $19,904. We estimate that during the three months ending September 30, 2009, our cash requirements will be approximately $270,000 (or approximately $90,000 per month). We believe that our revenue-producing operations will expand. Such an expansion of operations will require funding for pending contracts.  We anticipate raising additional capital through the sale of our stock or through borrowing.  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 2009 if funds are available: $100,000 for continued development of our home automation and video security business and $250,000 for marketing expenses.

During the six months ended June 30, 2009, we received $0 cash from the sale of our securities and $0 on exercise of options to purchase our shares.

During 2009, we had several loan transactions with Alex Genin, our Chief Executive Officer and Acting Chief Financial Officer and companies controlled or related to him.  Mr. Genin is a significant stockholder of the company.  The following is a summary of all the loan transactions through June 30, 2009

During 2009, ten promissory notes to Alex Genin, our Chief Executive Officer, were paid off.  The total principal and interest paid on these notes were $18,400 and $5,360 respectively.  Two promissory notes originally due in April and May 2009 bearing 8% interest for a total principal amount of $37,500 were extended three years.  None of these notes were collateralized.  As of June 30, 2009 the total principal amount due on all notes to Alex Genin is $175,000.

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During 2009, Eastern Credit Limited, Inc., a company controlled by Alex Genin, our Chief Executive Officer, made a loan to us under a $2,500 promissory note which bear interest at the rate of 8% and which is due in February 2012. In the same period, one promissory note with principal and interest of $3,000 and $978, respectively, was paid off.  None of these notes were collateralized.  As of June 30, 2009 the total principal amount due on all notes to Eastern Credit Limited, Inc. is $243,300.

During 2009, one promissory note to ECL Trading Co., Inc., a company controlled by Alex Genin, our Chief Executive Officer, was partially paid. The total principal and interest paid on this note was $6,000 and $433, respectively.  This note was not collateralized.  As of June 30, 2009 the total principal amount due on notes to ECL Trading is $2,000.

During 2009, First National Petroleum, Corp., a company controlled by Alex Genin, our Chief Executive Officer, made a loan to us under a $2,000 promissory note which bears interest at the rate of 8% and which is due in April 2012.  A note for $7,500 originally due in April 2009 which bears interest at the rate of 8% was extended three years. None of these notes were collateralized.  As of June 30, 2009 the total principal amount due on all notes to First National Petroleum, Corp. is $16,500.

During 2009, a promissory note to Pacific Commercial Credit, Ltd., a company controlled by Alex Genin, our Chief Executive Officer, was partially paid.  The total principal and interest paid on this note were $2,400 and $1,695 respectively.  The remaining balance on this note is $7,000.  None of these notes were collateralized.  As of June 30, 2009, the total principal amount due on all notes to Pacific Commercial Credit, Ltd. is $85,000.

During 2009, a promissory note to Stromberg Development, Inc., a company owned by Alex Genin, our Chief Executive Officer, was partially paid.  The total principal and interest paid on this note were $6,000 and $600 respectively.  The remaining balance on this note is $4,000.  None of the notes to Stromberg Development, Inc. were collateralized.  As of June 30, 2009 the total principal amount due on all notes to Stromberg Development is $36,000.

During 2009, United Capital Group, Ltd., a company controlled by Alex Genin, our Chief Executive Officer, extended for three years a $67,983 promissory note originally due March 2009 which bears interest at the rate of 8%. None of the notes to United Capital Group, Ltd. were collateralized.  As of June 30, 2009 the total principal amount due on all notes to United Capital Group, Ltd. is $198,983.

In May 2008, one of the directors of the Company made a short term loan to us for a total principal amount of $18,000, bearing 6% interest, which is due in 2009.  This loan was not collateralized.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report on Form 10-Q, our Chief Executive Officer and our Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective in timely recording, processing, summarizing and reporting material information required to be included in our Exchange Act filings.

Management noted no changes in the following material weaknesses stated in the 10-K:

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1. As of December 31, 2008, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

 Management is currently addressing the material weaknesses identified in its internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting for that period.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

On May 27, 2008, a lawsuit was filed against us by Virage Consulting at the US Southern District Court of New York.  The issue arises from a promissory note collateralized by an option to purchase 2,500,000 shares (or 833,334 shares after a 1-for-3 reverse split) of our company for $500,000 by Virage Consulting in 2006 to expire in May, 2007.  However, Virage Consulting decided to exercise its option to convert and purchased the shares.  The shares were issued and delivered to Virage Consulting at their request.  The agreement allowed the investor to dispose of the shares, in part or in full prior to May, 2007.  The proceeds from any such disposal would have reduced the principal balance of $500,000.  We believe the note effectively became null and void when Virage Consulting accepted the shares in April 2006. We have hired an attorney and are proceeding accordingly. Currently, the principal balance remains on the books as a current note payable until an outcome can be reasonably determined.

On October 8, 2008, J.W. Rogers, an investor, named the Company and Alex Genin, our Chief Executive Officer, parties to a lawsuit filed in the 295th Judicial District Court of Harris County, Texas alleging impropriety and fraud in a recent stock purchase.  We consider this to be a meritless lawsuit and are planning to file a motion for summary judgment.

On December 19, 2008, a lawsuit was filed against VIP Systems and Alex Genin, our Chief Executive Officer, by Brodson Construction for breach of contract as a sub-contractor for approximately $34,000 including damages.  We consider this to be a frivolous lawsuit and have retained an attorney to counter sue.

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

During the six months ended June 30, 2009, 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 our operations and financial condition.

1.  During the six months ended June 30, 2009, ten options to purchase up to 4,240,000 shares of our common stock were granted to directors and seven employees of the Company at an exercise price ranging from $0.03 to $0.20.  These options were issued as consideration for services rendered to the Company.  Of the total 4,240,000 options, 50,000 are immediately exercisable, 90,000 vest in December 2009, 100,000 vest in December 2010, and 4,000,000 vest in December 2011.  These options expire 90 days after they vest.

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Item 3. DEFAULT UPON SENIOR SECURITIES

On March 24, 2006, we signed a promissory note bearing interest of 0% due on May 30, 2007 to a sophisticated investor and issued 2,500,000 restricted common shares at $0.20 per share (or 833,334 shares of restricted common stock at $0.60 after a 1-for-3 reverse split) as collateral. The agreement allows the disposal of the shares by the investor, in part or full, prior to May 30, 2007; and the proceeds from such disposal would reduce the principal balance of $500,000. The promissory note is also secured by all assets of the Company. In accordance with APB Opinion 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants, this instrument is accounted for as a liability in the financial statements.  The note expired on May 30, 2007.  We are in default of this Note and are currently in litigation.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

Item 5. OTHER INFORMATION

None

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Item 6. EXHIBITS

Exhibit 31.1 and 31.2 – Certification of Chief Executive Officer and Acting Chief Financial Officer of First Capital International, Inc. required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 and 32.2 - Certification of Chief Executive Officer and Acting Chief Financial Officer of First Capital International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

SIGNATURES

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

	First Capital International, Inc.
Date:  August 4, 2009	By: /s/ Alex Genin
	Alex Genin
	Chief Executive Officer and
	Acting Chief Financial Officer
	(Principal Financial Officer)

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