SecProbe.io

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Room 4561
June 24, 2005

Mr. Alex Genin
President and Chief Executive Officer
First Capital International, Inc.
5120 Woodway
Suite 9000
Houston, Texas 77056

      Re:	First Capital International, Inc.
      Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed April 14, 2005
      File No. 0-26271

Dear Mr. Genin,

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
only your financial statements and related disclosures and do not
intend to expand our review to other portions of your document.
We
may ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  After reviewing this information,
we
may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for Fiscal Year Ended December 31, 2004

Item 7. Financial Statements

Consolidated Statements of Stockholders` Equity, page F-7

1. Please provide us with the following additional information
regarding your "unissued" preferred stock:

* Explain the nature of the transactions and identify the parties
involved;
* Indicate why the shares have not been issued;
* Explain what recourse or claims to the cash paid that the
purchasers may have considering that the stock has never been
issued;
* Explain how you concluded that these payments should be reported
as
equity and tell us how you considered whether these amounts should
be
reported as liabilities; and
* Refer to the accounting literature that you relied on to support
recording these amounts as equity.

Note 1.   Organization and Significant Accounting Policies

Revenue  Recognition, page F-9

2. Please provide us with the following regarding your revenue
recognition:

* Describe the arrangements that you enter into with customers and
identify the deliverables offered.  Refer to paragraphs 1 and 2 of
EITF 00-21;
* In arrangements that contain more than one deliverable (e.g.,
VIP
system and related installation), explain how you apply the
guidance
in Issue 1 of EITF 00-21 regarding whether each deliverable may be
accounted for separately as a single unit of accounting; and
* For each unit of accounting, explain how you determine that
persuasive evidence of an arrangement exists, delivery has
occurred
or services have been rendered, the price is fixed or
determinable,
and collectibility is reasonably assured.  Refer to SAB Topic
13.A.

3. Tell us about your revenue recognition policies for
transactions
with resellers, distributors or others who are not end-users.  In
this regard, clarify when you recognize this revenue and describe
the
material terms of your arrangements with resellers.  Describe the
payment terms offered and any return or special rights granted
that
may affect the determination of whether the price is fixed or
determinable.  Refer to the applicable accounting literature that
supports your revenue recognition policies related to resellers.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* 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 United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Mark Kronforst, Senior Staff Accountant, at (202) 551-
3451
or me at (202) 551-3730 if you have any questions regarding these
comments.

							Very truly yours,

							Craig Wilson
						Senior Assistant Chief Accountant
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Alex Genin
First Capital International, Inc.
June 22, 2005
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