UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark ~~one~~One)

T☒ ~~QUARTERLY~~Quarterly ~~REPORT~~report ~~PURSUANT~~under TOSection ~~SECTION~~ 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

For the ~~quarterly~~Quarter ~~period~~Ended ~~ended~~ March 31, ~~2010~~2022.

OR☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)

oFor ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~from to .

~~For~~Commission ~~the~~file ~~transition~~number: ~~period from to~~000-26271

~~Commission~~First ~~File~~Capital ~~No.~~International, ~~000-26271~~Inc

~~FIRST~~(Name ~~CAPITAL~~of ~~INTERNATIONAL,~~Registrant ~~INC.~~in Its Charter)

(Exact name of registrant as specified in its charter)

Delaware	76-0582435
(State or Other Jurisdiction of Incorporation or	(I.R.S. Employer Identification No.)
Organization)

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)

5829 W Sam Houston Pkwy N

Suite 405

Houston, Texas

(Address of Principal Executive Offices)

(713) 629-4866

(Issuer’s Telephone Number, Including Area Code)

~~Indicate~~Securities byregistered ~~check~~under ~~whether the registrant (1) has filed all reports required to be filed by~~ Section ~~13 or 15~~12(dg) of the ~~Securities~~Exchange ~~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 T No o:

~~Indicate~~Common byStock ~~check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company~~($0. ~~See~~001 ~~the~~Par ~~definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~Value)

~~Large accelerated filer o Accelerated filer o Non-accelerated filer o~~ (DoTitle ~~not~~of ~~check~~Each ~~if a smaller reporting company~~Class) ~~Smaller reporting company T~~

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~Section ~~the registrant is a shell company~~ 12(asb) ~~defined in Rule 12b-2~~ of the ~~Exchange~~ Act~~). Yes o No T~~:

~~Number~~Title of ~~shares~~each ~~outstanding~~class asTrading ofSymbol(s) ~~the~~Name ~~close~~ of ~~business~~each exchange on ~~June~~which ~~22,~~registered ~~2010:~~N/A N/A N/A

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

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

At May 16, 2022, there were 34,401,924 shares of the registrant’s common stock outstanding (the only class of voting common stock).

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Note About Forward-Looking Statements

PART I	FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements

	Unaudited Balance Sheets as of March 31, 2022 and December 31, 2021	4

	Unaudited Statements of Operations for the three months ended March 31, 2022 and 2021	5

	Unaudited Statements of Stockholders’ Deficit for the three months and three months ended March 31, 2022 and 2021	6

	Unaudited Statements of Cash Flows for the three months ended March 31, 2022 and 2021	7

	Notes to Unaudited Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	12

Item 4.	Controls and Procedures	12

PART II	OTHER INFORMATION

Item 1A.	Risk Factors	13

Item 6.	Exhibits	13

	Signatures	14

Item 1.	Unaudited Consolidated Financial Statements	F-1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1
Item 4.	Controls and Procedures	6
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Default Upon Senior Securities	8
Item 6.	Exhibits	9
SIGNATURES		9

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including information included or incorporated by reference, include “forward-looking statements.” Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements in this Quarterly Report on Form 10-Q and the documents incorporated by reference herein and therein are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records, and other data available from third parties. While we believe such third-party information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections, which speak only as of the date on which they are made. As a result, you are cautioned not to place undue reliance on these forward-looking statements.

Factors that could cause or contribute to actual results differing materially from those discussed in the forward-looking statements include in this report, include but are not limited to, those discussed in this report and in our Annual Report on Form 10-K for the year ended December 31, 2021, and in particular, the risks discussed in our Form 10-K under the caption “Risk Factors” in Item 1A therein, and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to:

●

our future operating or financial results;

●

our financial condition and liquidity, including our ability to pay amounts that we owe, obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

●

our ability to continue as a going concern;

●

our development of successful operations;

●

the speculative nature of our business plan;

●

our ability to rely on strategic relationships which are subject to change;

●

changes in governmental rules and regulations;

●

factors relating to our business plan to combine with another company, for which there can be no assurance that a transaction will be initiated or completed; and

●

other factors listed from time to time in registration statements, reports or other materials that we may file or furnish with the SEC.

These factors and the other risk factors described in this Quarterly Report on Form 10-Q and the documents incorporated by reference herein and therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, that they may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.

Unless otherwise indicated, or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “First Capital,” the “Company,” “we,” “us,” and “our” mean First Capital International, Inc.

Table of Contents

FIRST CAPITAL INTERNATIONAL, INC.

~~__________~~BALANCE SHEETS

~~UNAUDITED~~March ~~CONSOLIDATED~~31, ~~FINANCIAL~~2022 ~~STATEMENTS~~and 2021

~~F-1~~(unaudited)

	March 31,			December 31,
	2022			2021

ASSETS
Current assets:
Cash and cash equivalents	$	2,251		$	7,682
Total current assets		2,251			7,682
Property and equipment, net		-			-
Total assets	$	2,251		$	7,682

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	7,512		$	7,816

Other current liabilities:
Accrued interest payable		243			95
Preferred dividends payable to related parties		296,125			283,250
Due to related parties		46,711			41,711
Total current liabilities		343,079			325,056

Total liabilities		350,591			332,872

Stockholders’ deficit:

Preferred stock, $0.001 par value; 20,000,000 shares authorized; designated 4,500,000 Series A Convertible Preferred Stock issued and outstanding		4,500			4,500
Common stock, $0.001 par value; 200,000,000 shares authorized; 34,401,924 shares issued and outstanding		34,402			34,402
Additional paid-in capital		10,497,317			10,497,317
Accumulated deficit		(10,884,559	)		(10,861,409	)
Total stockholders’ deficit		(348,340	)		(325,190	)

Total liabilities and stockholders’ deficit	$	2,251		$	7,682

See accompanying notes to these unaudited financial statements.

Table of Contents

FIRST CAPITAL INTERNATIONAL, INC.

~~TABLE~~STATEMENTS OF ~~CONTENTS~~OPERATIONS

~~__________~~For the Three Ended March 31, 2022 and 2021

	Page
Unaudited Consolidated Financial Statements:
Consolidated Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009	F-3
Unaudited Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009	F-4
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009	F-5
Notes to Unaudited Consolidated Financial Statements	F-6

(unaudited)

F-2

	Three Months Ended
	March 31,
	2022			2021
Operating expenses:
Selling, general and administrative expenses		10,127			12,000

Loss from operations		(10,127	)		(12,000	)

Other income (expense)
Interest expense		148			-

Total other income (expense)		(148	)		-

Net loss	$	(10,275	)	$	(12,000	)

Preferred dividends		(12,875	)		(12,875	)

Net loss available to common stockholders		(23,150	)		(24,875	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding – basic and diluted		34,401,924			34,401,924

See accompanying notes to these unaudited financial statements.

Table of Contents

FIRST CAPITAL INTERNATIONAL, INC.

~~CONSOLIDATED~~STATEMENTS ~~BALANCE~~OF ~~SHEETS~~STOCKHOLDERS’ DEFICIT

~~March~~For ~~31,~~the ~~2010~~Three ~~and~~Months ~~December~~Ended March 31, ~~2009~~2022 and 2021

__________

	March 31,			December 31,
	2010			2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,079		$	4,442
Accounts receivable		26,862			59,289
Employee receivables		2,185			2,385
Due from related parties		1,013			681
Total assets	$	35,139		$	66,797
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Credit cards obligations and line of credit	$	110,383		$	113,574
Accounts payable and accrued liabilities		108,095			110,178
Accrued interest payable to related parties		247,290			228,662
Current portion of notes payable to related parties		367,771			281,344
Convertible notes payable to related parties		50,000			50,000
Convertible notes payable		500,000			500,000
Deferred revenue		198,374			196,525
Total current liabilities		1,581,913			1,480,283
Long term liabilities:
Notes payable		38,126			38,126
Notes payable to related parties, non-current		622,283			636,783
Total long term liabilities		660,409			674,909
Total liabilities		2,242,322			2,155,192
Stockholders’ deficit:
Preferred stock, $0.001 par value; 20,000,000 shares authorized;4,500,000 shares issued and outstanding		4,500			4,500
Common stock, $0.001 par value; 200,000,000 shares authorized;36,809,671 and 36,809,671 shares issued and outstanding, respectively		36,810			36,810
Additional paid-in capital		9,693,253			9,587,680
Accumulated deficit		(11,941,746	)		(11,717,385	)
Total stockholders’ deficit		(2,207,183	)		(2,088,395	)
Total liabilities and stockholders’ deficit	$	35,139		$	66,797

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-3

Table of Contents

FIRST CAPITAL INTERNATIONAL, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2010 and 2009

(unaudited)

	March 31,			March 31,
	Series A Convertible Preferred						Common Stock				Paid-in		Accumulated			Total Stockholders’
	2010			2009
	Shares			Amount			Shares		Amount		Capital		Deficit			Deficit
Revenue:
Balance, December 31, 2020		4,500,000		$	4,500			34,401,924	$	34,402	$	10,497,317	$	(10,767,969	)	$	(231,750	)
System sales	$	55,021		$	403,511
Preferred dividends		-			-			-		-		-		(12,875	)		(12,875	)
Total revenue		55,021			403,511
Net loss		-			-			-		-		-		(12,000	)		(12,000	)
Costs of sales:
Balance, March 31, 2021		4,500,000		$	4,500			34,401,924	$	34,402	$	10,497,317	$	(10,792,844	)	$	(256,625	)
Cost of systems		19,729			128,879
Total cost of sales		19,729			128,879
Gross Margin		35,292			274,632
Selling, general and administrative expenses		238,091			165,513
Income/(loss) from operations		(202,799	)		109,119
Other expense:
Interest expense		(21,562	)		(19,761	)
Net income/(loss)	$	(224,361	)	$	89,358
Basic and diluted net income/(loss) per common share	$	( 0.01	)	$	0.00
Weighted average shares outstanding		36,809,671			36,809,671

The accompanying notes are an integral part of these

	Series A Convertible Preferred				Common Stock				Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance, December 31, 2021		4,500,000	$	4,500		34,401,924	$	34,402	$	10,497,317	$	(10,861,409	)	$	(325,190	)

Preferred dividends		-		-		-		-		-		(12,875	)		(12,875	)
Net loss		-		-		-		-		-		(10,275	)		(10,275	)

Balance, March 31, 2022		4,500,000	$	4,500		34,401,924	$	34,402	$	10,497,317	$	(10,884,559	)	$	(348,340	)

~~unaudited~~See ~~consolidated~~accompanying notes to these unaudited financial statements.

~~F-4~~6

Table of Contents

FIRST CAPITAL INTERNATIONAL, INC.

~~UNAUDITED CONSOLIDATED~~ STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, ~~2010~~2022 and ~~2009~~2021

(unaudited)

	March 31,			March 31,
	2010			2009
	2022			2021
Cash flows from operating activities:
Net income/(loss)	$	(224,361	)	$	89,358
Net loss	$	(10,275	)	$	(12,000	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Non-cash adjustments to reconcile net loss to net cash provided by operating activities:
Stock based compensation		105,574			15,347
Amortization		-
Changes in operating assets and liabilities:
Accounts receivable		32,427			(152,272	)
Accounts payable		(304	)		-
Employee receivables		200			7,015
Accrued interest payable		148			-
Other current assets		-			139
Due to related parties		5000			14,000
Credit Card Obligations		(3,191	)		(10,878	)
Net cash provided by (used in) operating activities:		(5,431	)		2,000
Accounts payable and accrued liabilities		(2,009	)		(5,172	)
Cash flows from financing activities:		-			-
Accrued Interest		18,628			11,598
Net increase in cash and cash equivalents		(5,431	)		2,000
Deferred Income		1,849			75,910
Cash and cash equivalents, beginning of period		7,682			-
Net cash provided by (used in) operating activities		(70,883	)		31,045
Cash and cash equivalents, end of period	$	2,251		$	2,000
Cash flows from financing activities:
Payments of notes payable and long-term debt to related party		(14,833	)		(15,773	)
Proceeds from notes payable and long-term debt to related party		86,353			2,500
Net cash provided by (used in) financing activities		71,520			(13,273	)
Net increase in cash and cash equivalents		637			17,772
Cash and cash equivalents, beginning of period		4,442			3,938
Cash and cash equivalents, end of period	$	5,079		$	21,710
Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,935		$	8,164
Interest paid		148			-
Cash paid for taxes	$	-		$	-
Taxes paid		-			-
Supplemental disclosure of non cash investing and financing activities:
Supplemental disclosure of non-cash investing and financing activities:
Preferred dividends payable		12,875			12,875

~~The~~See accompanying notes ~~are~~to anthese ~~integral~~unaudited ~~part~~financial ~~of these~~statements.

~~unaudited consolidated financial statements.~~7

F-5

Table of Contents

FIRST CAPITAL INTERNATIONAL, INC.

NOTES TO UNAUDITED ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

(unaudited)

NOTE 1. ~~Basis~~– ~~of Presentation and Critical Accounting Policies~~ORGANIZATION

First Capital International, Inc. (the “Company”), ~~formerly~~was ~~Ranger/USA, Inc.,~~ incorporated as a Delaware ~~Corporation~~corporation on April 21, 1994 and assumed its current name in August 1998 when new management took over the Company. The Company is currently a holding company with no existing operations.

~~The~~NOTE ~~unaudited~~2 ~~consolidated~~– ~~condensed~~SUMMARY ~~financial~~OF ~~statements~~SIGNIFICANT ~~included~~ACCOUNTING 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, 2009.POLICIES

InBasis ~~the opinion~~ of ~~management,~~Presentation 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.

The unaudited 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 financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company included in the Company's Annual Report on Form 10 for the year ended December 31, 2021.

In the opinion of management, the unaudited 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.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company currently is a holding company with no existing operations. As shown in the accompanying unaudited financial statements, the Company incurred losses of $10,275 for the three months ended March 31, 2022 and has an accumulated deficit of $10,884,559 and working capital deficit of $348,340 at March 31, 2022. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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~~Related ofParty ~~Consolidation~~Transactions

~~The~~Related ~~consolidated~~party ~~condensed~~transactions ~~financial~~historically ~~statements~~have ~~include~~been ~~the~~with ~~accounts~~companies ofeither ~~the~~owned ~~Company~~or ~~and~~controlled ~~its~~by ~~wholly~~Mr. ~~owned~~Alex ~~subsidiary~~Genin, ~~VIP~~the ~~Systems~~Company CEO, ~~Inc.~~Chairman ~~after~~of ~~elimination~~the Board of ~~all~~Directors ~~significant~~and ~~intercompany~~President ~~accounts~~of ~~and~~the ~~transactions~~Company.

~~Recent~~During ~~Accounting~~the ~~Pronouncements~~three months ended March 31, 2022, the Company received a cash advance from Alex Genin in the amount of $5,000 to pay for the Company’s invoices. Outstanding balance due to the related parties amounted to $46,711 as of March 31, 2022,

InNet ~~March 2010, the FASB~~ Income/(~~Financial Accounting Standards Board~~Loss) ~~issued~~per ~~Accounting~~Common Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.Share

InBasic ~~February~~and ~~2010,~~diluted ~~the~~net ~~FASB~~income ~~Accounting~~per ~~Standards~~share ~~Update~~are ~~2010-10~~computed ~~(ASU~~by ~~2010-10),~~dividing ~~“Consolidation~~the ~~(Topic~~net ~~810~~income/ (loss): ~~Amendments~~by ~~for~~the ~~Certain~~weighted ~~Investment~~average ~~Funds.” The~~number ~~amendments~~of inshares ~~this~~of ~~Update~~common ~~are~~stock ~~effective~~and ascommon ofstock ~~the~~equivalents ~~beginning~~outstanding ofduring athe ~~reporting~~years. ~~entity’s~~Common ~~first~~stock ~~annual~~equivalents ~~period~~consist ~~that~~of ~~begins~~common ~~after~~stock ~~November~~issuable ~~15,~~under ~~2009~~the ~~and~~Company’s ~~for~~stock ~~interim~~compensation ~~periods~~plan ~~within~~for ~~that~~its ~~first~~employees ~~reporting~~and ~~period~~consultants. ~~Early~~Common ~~application~~stock isequivalents ~~not~~related ~~permitted~~to 4. ~~The~~5 ~~Company’s~~million ~~adoption~~common ofshares ~~provisions~~issuable upon conversion of ~~ASU~~the ~~2010-10~~Series ~~did~~A ~~not~~Convertible ~~have~~Preferred aStock ~~material~~are ~~effect~~not onincluded in the ~~financial~~diluted ~~position,~~loss ~~results~~per ofshare ~~operations~~calculations oras ~~cash~~their ~~flows~~effect would be anti-dilutive due to the Company’s net loss.

F-6

Table of Contents

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

2. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company, incurred net losses of $224,361 for the three months ended March 31, 2010 and has an accumulated deficit of $11,941,746 and a working capital deficit of $1,046,774 at March 31, 2010. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. 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. This instrument was accounted for as a liability in the financial statements. The note expired on May 30, 2007. We were in default of this Note and lawsuit was filed in May 2008. The lawsuit was subsequently dismissed in March 2010 and the appeal period expired on April 19, 2010 without further action from the other party.

4. Notes Payable to Related Parties

During the three months ended March 31, 2010, the Company had the following notes payable to related parties transactions:

During 2010, Alex Genin, our Chief Executive Officer, made loans to us under 2 promissory notes for a total principal amount of $14,000 which bear interest at the rate of 0% and 8% and which are due January 2013. One of these notes was partially paid. The total principal paid on this note was $6,000 and $0 interest. None of the notes to Alex Genin were collateralized. As of March 31, 2010 the total principal amount due on all notes to Alex Genin, individually, is $174,000.

During 2010, Eastern Credit Limited, Inc., a company controlled by Alex Genin, extended three years a loan to us under a $5,000 promissory note originally due April 2010 which bear interest at the rate of 8%. None of the notes to Eastern Credit Limited were collateralized. As of March 31, 2010 the total principal amount due on all notes to Eastern Credit Limited, Inc. is $243,300.

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During 2010, we paid off the balance on a promissory note to ECL Trading, a company controlled by Alex Genin,. The total principal and interest paid on this note is $500 and $120 respectively. As of March 31, 2010 there is $0 balance on notes to ECL Trading.

During 2010, First National Petroleum, Corp., a company controlled by Alex Genin, made several loans to us under 17 promissory notes for a total principal amount of $72,500 of which 16 notes bear interest at the rate of 8% and one note for $12,000 bears interest at 0%. These notes are due in three years ranging from January 2013 thru March 2013. None of the notes to First National Petroleum were collateralized. As of March 31, 2010 the total principal amount due on all notes to First National Petroleum is $232,500.

During 2010, two promissory notes to Pacific Commercial Credit, Ltd., a company controlled by Alex Genin, were extended three years which notes were originally due April and May 2010. None of the notes to Pacific Commercial Credit were collateralized. As of March 31, 2010 the total principal amount due on all notes to Pacific Commercial Credit is $85,000.

During 2010, a promissory note to Stromberg Development, Inc., a company owned by Alex Genin, was extended three years which note was originally due April 2010 None of the notes to Stromberg Development were collateralized. As of March 31, 2010 the total principal amount due on all notes to Stromberg Development is $36,800.

In 2010, United Capital Group, Ltd., a company controlled by Alex Genin, has 14 outstanding promissory notes. None of the notes to United Capital Group were collateralized. As of March 31, 2010 the total principal amount due on all notes to United Capital Group is $198,983.

In 2010, Cathy George, a director of the Company, has one outstanding promissory note and one convertible note. None of these notes were collateralized. As of March 31, 2010 the total principal amount due on all notes to Cathy George is $68,000.

5. Stock and Option Transactions

During the three months ended March 31, 2010, the company sold 0 shares of restricted common stock. Ten options to purchase up to 3,620,000 shares of our common stock, which are immediately exercisable, were granted at exercise price ranging from $0.025to $0.03 per share and four options to purchase up to 90,000 shares expired in the same period. The company recognized $105,574 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. As of March 31, 2010, the Company had stock-based compensation expense of $105,574 consisting of a one-time expense of $90,500 and an amortization of $15,074.

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 March 31, 2010: (i) average dividend yield of 0.00%; (ii) expected volatility of 409%,; (iii) expected life of 2 years; and (iv) estimated risk-free interest rate of 1.46%.

6. 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. The lawsuit was dismissed in March and the appeal period expired on April 19, 2010 without further action from the other party.

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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 are settling the lawsuit for $10,000. The settlement agreement is in process as of March 31, 2010.

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. The lawsuit is still in process with no probable outcome. As such, no accrual is recorded as of March 31, 2010.

On August 21, 2009, a lawsuit was filed by Carnes Engineering, Inc. against the Company and Alex Genin, our Chief Executive Officer filed in the County Civil Court at Law No. 1 of Harris County, Texas, alleging non-payment for services performed in the Company’s main office amounting to approximately $19,000. Management has agreed to settle the case for $10,500. The settlement agreement is still in process as of March 31, 2010. The accrual of $19,000 at December 31, 2009 was reduced to $10,500 at March 31, 2010.

On February 25, 2010, a lawsuit was filed by Federal Fence against the Company in Justice Court, Precinct 1, Place 2 of Harris County, Texas for unpaid invoices totaling $4,809 plus attorneys fees of $3,400. An accrual for $3,400 attorneys fees was made. The invoice and the accrual for attorneys fees is part of the total accounts payable and accrued liabilities.

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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, 2009. 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.

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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

Beginning January 1, 2006, the Company adopted current accounting guidance which requires all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, be measured at the fair value of the award and expensed over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the Black-Scholes option pricing model by using the historical volatility of comparable public companies. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate.

The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the date required by current accounting guidance. In accordance with current accounting guidance, the options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or 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 — The fair value of stock based payments 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 $105,574 stock-based compensation cost in the three months ended March 31, 2010 for the options granted and there were no 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

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

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In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

INTRODUCTION

First Capital International, Inc. (the “Company”), formerly Ranger/USA, Inc., incorporated as a Delaware Corporation on April 21, 1994, assumed its current name in August 1998 when new management took over the Company. At the time new management assumed control, the Company had no existing operations, and began implementation of a new business plan. Beginning in 1998, the Company’s original focus was the identification, acquisition and operation of businesses serving or focused on Central and Eastern European markets. Since 2001, the Company has focused its operations on the development of its “smart house” technology and markets for the Company’s new home command center.

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 system 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.

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PROJECTS

During 2009, 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, Texas and Louisiana.

Projects in Florida

We are focusing on video surveillance business opportunities in Florida and are currently in negotiation to install security systems with several large properties including a Four Season Hotel and the Beach Club condominium complex in Miami.

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 renewing our marketing efforts for our products and capabilities to various government entities and are currently bidding on large security projects with several Houston area school districts and various government entities. We are also planning to bid on several RFP’s (Requests for Proposal) for Homeland Security projects in Texas.

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

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 are working on a pilot project and have developed several proposals for this program. Upon successful testing, we are planning to launch this program nationwide.

We have also developed applications jointly with Bravo Zulu, 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.

We also have recently become an authorized dealer of FLIR Systems, Inc., a leading world leader in infrared cameras and thermal imaging equipment supplier to the US government We believe this will give our company to an opportunity to provide integration services for Homeland Security projects in the US.

Due to the current energy crises and significant rise in alternative energy projects worldwide, we are also working on the development of a security concept for wind power and solar farm projects. We believe we can market this alternative energy security concept worldwide.

GOING CONCERN CONSIDERATION

Since we began operations, we have been dependent on debt and equity raised from individual investors and related parties to sustain our operations. We incurred net losses of $224,361 during the three months ended March 31, 2010. We also had negative cash flows from operations of $70,883 during the three months ended March 31, 2010. Our history of recurring losses raises 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:

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· 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 continue to 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, 2009 and 2008, 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 had resulted in an accumulated deficit of $11,941,746 as of March 31, 2010. Revenues for the three months ended March 31, 2010 were $55,021 compared to revenues of $403,511 for the three months ended March 31, 2009. The decrease in revenue is mainly attributable to lack of new major projects due to the downturn in our economy.

We will continue to focus on the further development of VIP Systems(TM) which, we believe, will substantially improve our operating results. We can provide no assurance that we will attain sustainable profitability.

COMPETITION

There are presently several major competitors in the home automation industry as well as in video surveillance industry. Many of our competitors are more established companies with substantially greater capital resources and substantially greater marketing capabilities than us. We can not give any assurances that we will be able to successfully compete in this market.

THE THREE MONTHS ENDED MARCH 31, 2010 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2009

During the three months ended March 31, 2010, our revenues were $55,021 as compared to $403,511 for the three months ended March 31, 2009. This decrease is attributable to our inability to acquire new major projects to generate substantial revenue for the three months ended March 31, 2010.

During the three months ended March 31, 2010, selling, general and administrative expenses increased by $72,578 or 44% to $238,091 from $165,513 as compared to the three months ended March 31, 2009. This increase was mainly attributable to an increase in stock option compensation and provisions for lawsuit settlement partially offset by decreases in personnel related expenses.

During the three months ended March 31, 2010, we had a net loss of $224,361 as compared to a net profit of $89,358 in the three months ended March 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2010, we had cash resources of $5,079. We estimate that during the three months ending June 30, 2010, our cash requirements will be approximately $180,000 (or approximately $60,000 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/or 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.

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We currently have no material commitments for capital expenditures for our operations. We anticipate that the following expenditures will be made in 2010 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 three months ended March 31, 2010, we received $0 cash from the sale of our securities and $0 on the exercise of options to purchase our shares.

During 2010, 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 March 31, 2010

During 2010, Alex Genin made loans to us under 2 promissory notes for a total principal amount of $14,000 which bear interest at the rate of 0% and 8% and which are due January 2013. One of these notes was partially paid. The total principal paid on this note was $6,000 and $0 interest. None of the notes to Alex Genin were collateralized. As of March 31, 2010 the total principal amount due on all notes to Alex Genin, individually, is $174,000.

During 2010, we paid off the balance on a promissory note to ECL Trading, a company controlled by Alex Genin. The total principal and interest paid on this note is $500 and $120 respectively. As of March 31, 2010 there is $0 balance on notes to ECL Trading.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer (who is also our principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, or “disclosure controls,” pursuant to Exchange Act Rule 13a-15(e). Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

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Based on that evaluation, our principal executive officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is recorded, processed, and summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms to allow timely decisions regarding required disclosure.

Because of the limited personnel and lack of segregation of duties, management determined that a material weakness existed in the processes, procedures and controls related to the preparation of our quarterly financial statements. This material weakness could result in the reporting of financial information and disclosures in future consolidated annual and interim financial statements that are not in accordance with generally accepted accounting principles.

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

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

During the three months ended March 31, 2010, 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. On January 27, 2010, the Company granted to its officers and employees ten options to purchase up to 3,620,000 shares of our common stock, which are immediately exercisable at exercise prices ranging from $0.025 to $0.03 per share. Also, four options to purchase up to 90,000 shares expired in the same period. The Company recognized $105,574 in stock-based compensation.

Item 3. DEFAULT UPON SENIOR SECURITIES

On March 24, 2006, the Company 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 were in default of this Note and lawsuit was filed in May 2008. The lawsuit was subsequently dismissed in March 2010 and the appeal period expired on April 19, 2010 without further action from the other party.

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~~Item~~Recent 6.Accounting ~~EXHIBITS~~Pronouncements

~~Exhibit~~The ~~31.1~~Company ~~and~~does ~~31.2~~not –expect ~~Certification~~the ofadoption ~~Chief Executive Officer and Acting Chief Financial Officer~~ of ~~First~~recently ~~Capital~~issued ~~International,~~accounting ~~Inc.~~pronouncements ~~required~~to byhave ~~Rule 13a - 14(1) or Rule 15d - 14(~~a) ofsignificant ~~the~~impact ~~Securities~~on ~~Exchange~~its ~~Act~~results of ~~1934~~operations, asfinancial ~~adopted~~position ~~pursuant~~or tocash ~~Section 302 of the Sarbanes-Oxley Act of 2002~~flow.

~~Exhibit~~NOTE ~~32.1~~3 ~~and~~– ~~32.2~~STOCKHOLDERS’ - 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.EQUITY

~~SIGNATURES~~During the three months ended March 31, 2022, the Company did not issue any common stock shares, preferred stock shares, warrants or options.

~~Pursuant~~Accrued todividends ~~the~~on ~~requirements~~preferred ofshares for the ~~Securities~~three ~~Exchange~~months ~~Act~~ended ofMarch ~~1934~~31, ~~the~~2022 ~~registrant~~is ~~has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~$12,875.

	First Capital International, Inc.
Date: June 23, 2010	By: /s/ Alex Genin
	Alex Genin
	Chief Executive Officer and
	Acting Chief Financial Officer
	(Principal Financial Officer)

NOTE 4 – SUBSEQUENT EVENTS

The Company evaluated events occurring after March 31, 2022, and through the date the financial statements were issued, May 16, 2022 and did not identify any events or transactions that would require disclosure in these financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Plan of Operation

Overview

The Company’s current business objective is to seek a business combination with an operating company. We intend to use the Company’s limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:

	●	may significantly reduce the equity interest of our stockholders;
	●	will likely cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director; and
	●	may adversely affect the prevailing market price for our common stock.

Similarly, if we issued debt securities, it could result in:

	●	default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;
	●	acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants;
	●	our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and
	●	our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

Results of Operations during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021

We have not generated any revenues during the three months ended March 31, 2022 and 2021. We had total operating expenses of $10,127 related to general and administrative expenses during the three months ended March 31, 2022, compared to total operating expenses of $12,000 during the three months ended March 31, 2021. We incurred interest expense of $148 and $0 during the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022 and 2021, we had a net loss of $10,275 and $12,000, respectively, mainly due to our general and administrative expenses.

Liquidity and Capital Resources

At present, the Company has no business operations and no cash resources other than that provided by management. We are dependent upon interim funding provided by management to pay professional fees and expenses. Our President and CEO, Alex Genin, has informally agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. Such funding from Mr. Genin is not guaranteed and he reserves the right to cease providing such funding at any time. The Company would be unable to continue as a going concern without interim financing provided by management.

If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company will depend upon services provided by management to fulfill its filing obligations under the Exchange Act. At present, the Company has no financial resources to pay for such services.

The Company does not currently engage in any business activities that provide cash flow. It is anticipated that the costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition will be paid from additional money contributed by our President and CEO, Alex Genin, or an affiliated party.

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During the next 12 months we anticipate incurring costs related to:

	●	filing of Exchange Act reports;
	●	franchise fees, registered agent fees, legal fees and accounting fees, and
	●	investigating, analyzing and consummating an acquisition or business combination.

We estimate that these costs will be in the range of $60,000 to $80,000 per year, and that we will be able to meet these costs as necessary through advances or loans to us by management and/or an affiliated party.

At March 31, 2022 we had current assets of $2,251, consisting entirely of cash and cash equivalents, and on December 31, 2021, we had current assets of $7,682, also consisting entirely of cash and cash equivalents.

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from our President and CEO Alex Genin and believes it can satisfy its cash requirements. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company’s operating costs, professional fees and for general corporate purposes. There is no written funding agreement between the Company and our President and CEO Alex Genin. The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors have an unqualified audit opinion for the years ended December 31, 2021 and 2020 with an explanatory paragraph on going concern.

Off-Balance Sheet Arrangements

As of March 31, 2022 and 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

As of March 31, 2022 and 2021, we did not have any contractual obligations.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our unaudited financial statements for the three months ended March 31, 2022 and 2021, and are included elsewhere in this report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Alex Genin, our President and Chief Executive Officer, is our principal executive officer and our principal financial officer.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report, an evaluation was carried out by our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Securities and Exchange Commission’s (“SEC”) Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of December 31, 2021. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

Based on management’s evaluation, it concluded that our disclosure controls and procedures were not effective as of March 31, 2022. This determination is based on the previously reported material weakness management previously identified in our internal control over financial reporting, as described below. We are in the process of remediating the material weakness in our internal control, as described below. We believe the completion of these processes should remedy our disclosure controls and procedures. We will continue to monitor these issues.

Previously Reported Material Weakness in Internal Control Over Financial Reporting

In our Annual Report for the year ended December 31, 2021, filed with the SEC on April 15, 2022, management concluded that our internal control over financial reporting was not effective as of December 31, 2021. In the evaluation, management identified a material weakness in internal control related to (a) inadequate segregation of duties within account processes due to limited personnel; (b) lack of written policies and procedures for accounting, IT and financial reporting and record keeping (no control procedures in place); and (c) lack of multiple levels of review over the financial reporting process.

Remediation Efforts to Address Material Weakness

In response to the material weaknesses described above, we anticipate hiring additional accounting personnel in the future, which we believe will help remediate all three of the material weaknesses. Although we hope to hire additional accounting personnel as soon as possible, currently we do not have sufficient capital to hire such additional personnel. It is possible that we will not have adequate financial resources to hire additional accounting personnel until such time as a business combination transaction is consummated.

Changes in Internal Control Over Financial Reporting

Except for the changes discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, one should carefully consider the discussion of various risks and uncertainties contained in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. We believe the risk factors presented in this filing and those presented on our 2021 Form 10-K are the most relevant to our business and could cause our results to differ materially from any forward-looking statements made by us.

ITEM 6. EXHIBITS

Exhibit No.		Description
3.1		Certificate of Incorporation, as amended (Incorporated by reference from Form 10 filed with the SEC on October 28, 2021.) *

3.2		Bylaws (Incorporated by reference from Form 10 filed with the SEC on October 28, 2021.) *

4.1		Certificate of Designation of Series A Convertible Preferred Stock (Incorporated by reference from Form 10/A filed with the SEC on November 29, 2021.) *

31.1		Certification of principal executive officer and principal financial officer 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.

32.1		Certification of principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference from our previous filings with the SEC

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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: May 16, 2022	By: /s/ Alex Genin
	Alex Genin
	Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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