FIRST CAPITAL INTERNATIONAL, INC.
5120 Woodway, Suite 9000
Houston, Texas 77056
(713) 629-4866
June 21, 2006
U.S. Securities and Exchange Commission
Division of Corporation Finance
Attn: Daniel Lee
450 Fifth Street, N.W.
Washington, D.C. 20549-0308
RE: FIRST CAPITAL INTERNATIONAL, INC.
PRELIMINARY PROXY STATEMENT, AMENDMENT NO. 1 ON SCHEDULE 14A FILED JUNE 15,
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2006; (File No. 0-26271)
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Dear Mr. Lee:
On behalf of First Capital International, Inc. (the "Company"), the following
responses are submitted to your comment letter dated June 19, 2006, in
connection with the Preliminary Proxy Statement, Amendment No. 1 of First
Capital International, Inc. (the "Issuer") filed with the Securities and
Exchange Commission (the "Commission") on June 15, 2006 (the "Proxy Statement").
The following responses numerically correspond to the comments of the Commission
in its letter of June 19, 2006.
1. In response to the Staff's comment, we have provided this correspondence
which has been executed by an authorized person and contains the necessary
representations of the Company as set forth in your letter of June 14,
2006.
2. In response to the Staff's comment, please note that we do not have an
audit committee. However, we have included the disclosure for Item 306 of
Regulation S-B on Page 4 of the Proxy Statement as requested by the
Commission.
3. In response to the Staff's comment, we have expanded our disclosure in
Proposal 3 on pages 14-15 to clarify that the reverse stock split, if
approved, would include a reverse split of the outstanding shares and
authorized shares of common stock.
4. In response to the Staff's comment, we have revised our disclosure on Page
16 to confirm that we have no plans, proposals or arrangements, written or
otherwise, for the newly available authorized capital.
5. In response to the Staff's comment, we have expanded our disclosure in
Proposal 4 in the chart on page 22 to clarify that the reverse stock split,
if approved, would include a reverse split of the outstanding shares and
authorized shares of common stock. (See also Response No. 3)
The Company acknowledges the following:
The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the
filing; and
The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the placecountry-regionUnited States.
If you have any questions or need any additional information, please contact me
at your earliest convenience. I thank you in advance for your attention to this
matter.
Very truly yours,
/s/ Alex Genin
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Alex Genin
President and Chief Executive Officer