SecProbe.io

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                              LETTER OF RESPONSES
                        FIRST CAPITAL INTERNATIONAL, INC.
                      FORM 10-KSB FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 2004

July 22, 2005

VIA EDGAR AND U.S. MAIL
-----------------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention:  Stathis Kouninis

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

Ladies and Gentlemen:

     This letter responds to comments of the Staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") contained in the letter
from the Staff to First Capital International, Inc. (the "Company") dated June
24, 2005 regarding the above-referenced filing.

     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 payments should be
          reported as liabilities; and
     -    Refer to the accounting literature that you relied on to support
          recording these amounts as equity.

     Response
     --------

     The nature of the transactions was a promise to issue preferred stock in
     exchange for cash. United Capital Group Limited, Bailey Pacific
     Enterprises, Limited and Neftetech International, Limited are the parties
     that will receive the preferred stock.

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Securities and Exchange Commission
July 22, 2005
Page 2

     The preferred shares have not been issued because management simply had not
     taken  the  steps  necessary  to  do  so. In response to the comment by the
     Staff,  management  will  take  the  necessary steps to issue the preferred
     shares  within  the  next  few  weeks.

     Management concluded that these payments should be classified as equity and
     not  considered  liabilities  because:

     a)   Neither  management  nor  the investors ever intended that the amounts
          would  be  repaid  or that a contractual return would be earned on the
          cash  invested  in  the  Company.

     b)   The intent of both parties in the transaction was known and the intent
          was  that  the  cash  payments be a part of the equity of the Company.

     c)   The  parties  involved  signed  subscription  agreements  that clearly
          indicated  the  intent  of  the  parties.  There  were no terms in the
          agreements  whereby  the  subscriptions  would  be  refunded.

     The  Financial Accounting Standards Board Statement of Financial Accounting
     Concepts No. 6: Elements of Financial Statements describes a liability as a
     "probable  future  sacrifice  of  economic  benefit  arising  from  present
     obligations  of  a particular entity to transfer assets or provide services
     to  other  entities  in  the  future  as  a result of a past transaction or
     event".  These  stock  transactions  do not represent a future sacrifice of
     assets  as the terms of the transactions are not such that the cash will be
     paid  back  to  the  equity  holders.  We  relied  on  the substance of the
     transaction  and  did not consider the lack of issuance of the shares to be
     sufficient  reason  to  record  the  payments  as  liabilities.

     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 entered 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

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Securities and Exchange Commission
July 22, 2005
Page 3

               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.

     Response:
     --------

     The Company enters into two types of sales: Sales to end-users and sales to
     resellers.

     For  sales  to  end-users,  VIP  systems  are sold at a price that includes
     installation  and  testing.  We  recognize  revenue  upon completion of the
     installation  process  and  testing  of  the  system. The entire process of
     delivery  of  equipment, installation and testing takes anywhere from 1 day
     to  1  week  depending  on  the  complexity  of  the system. Although these
     arrangements  do  contain  multiple  deliverables there is no objective and
     reliable  evidence  of  the  fair  value  of  each  item  and since all the
     necessary  steps  that  must  be  completed  to  fulfill  all the company's
     obligations  take  such a short period of time, we account for all elements
     as  a  single  unit  of  accounting,  not  separate  units of accounting as
     mentioned in EITF 00-21. We do not recognize revenue until all deliverables
     are  completed.  This business accounts for approximately 75% of our system
     sales  revenues.

     For  sales  to  resellers,  we  make such sales under terms that include no
     return  provision  for  reasons  other  than  product defect or failure. We
     recognize  these  sales  upon delivery of the VIP Systems to the resellers.
     Since these sales do not contain any provisions for the company to complete
     any  other  obligations  we  do  not  consider  these  arrangements to have
     multiple  elements.  The reseller takes responsibility for installation and
     testing  after they receive the equipment and deliver it to their customer.
     This  business  accounts for approximately 25% of our system sales revenue.

     For  each type of sale mentioned above, we collect payment in advance of or
     at  the  time of delivery (collection is assured and delivery has occurred)
     and we document the sale through the use of a standard invoice (arrangement
     exists  at  a fixed price). All criteria of SAB Topic 13.A. are met through
     these  two  terms  of  our  arrangements.

     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

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Securities and Exchange Commission
July 22, 2005
Page 4

     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.

     Response:
     --------

     See  the  response  to  question  number 2 for details on transactions with
     resellers.  All  formal reseller agreements were cancelled prior to January
     1,  2004  as  required sales quotas were not met. However, as stated above,
     standard  invoices  document  our arrangements with our resellers. Payments
     are  made  up  front and there are not special return privileges that would
     effect  the stated price other than if the product is defective or fails to
     operate.  To  date  we have not had any products returned due to defects or
     failure.

     We  follow  the  revenue recognition criteria in SAB Topic 13.A. to support
     our  revenue  recognition  policy  related  to  resellers.

     We trust that you will find the foregoing responsive to the comments of the
Staff.  Comments  or questions regarding this letter may be directed to Mr. Alex
Genin at (713) 629-4866

                                     Very truly yours,

                                     Alex Genin
                                     President and Chief Executive Officer

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