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First Capital International Inc – ‘PRER14A’ on 6/15/06

On: Thursday, 6/15/06, at 5:28pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1140361-6-9220 · File #: 0-26271

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/15/06  First Capital International Inc   PRER14A¶               2:73K                                    Broadridge Fin’l So… Inc

Revised Preliminary Proxy Solicitation Material — Sch. 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     First Capital International Prer 14A 07-14-2006       24    115K 
 2: CORRESP   ¶ Comment-Response or Other Letter to the SEC            2±     4K

‘PRER14A’ — First Capital International Prer 14A 07-14-2006
Document Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Proxy Statement Reverse Split
1	1st Page – Filing Submission
3	Proxy Statement
16	Reverse Split

PRER14A 1st Page of 24 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

Filed by the Registrant  [X]                                                    
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      
[X]  Preliminary  Proxy  Statement                                              
[ ]  CONFIDENTIAL,  FOR  USE  OF  THE  COMMISSION  ONLY  (AS  PERMITTED  BY RULE
14A-6(E)(2))                                                          
[ ]  Definitive  Proxy  Statement                                               
[ ]  Definitive  Additional  Materials                                          
[ ]  Soliciting  Material  Pursuant  Sec.  240.14a-12                           

 FIRST CAPITAL INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
[X]  No  fee  required                                                          
[ ]  Fee  computed  on  table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     1)   Title  of  each  class  of  securities  to  which transaction applies:
--------------------------------------------------------------------------------
  2)   Aggregate  number  of  securities  to  which  transaction  applies:
--------------------------------------------------------------------------------
     3)   Per  unit  price  or  other  underlying  value of transaction computed
          pursuant  to Exchange Act Rule 0-11 (set forth the amount on which the
       filing  fee  is  calculated  and  state  how  it  was  determined):
--------------------------------------------------------------------------------
4)   Proposed  maximum  aggregate  value  of  transaction:            
--------------------------------------------------------------------------------
5)   Total  fee  paid:                                                
--------------------------------------------------------------------------------
[ ]  Fee  paid  previously  with  preliminary  materials.                       

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and  identify  the filing for which the offsetting fee was paid
     previously.  Identify the previous filing by registration statement number,
or  the  Form  or  Schedule  and  the  date  of  its  filing.         

1)   Amount  Previously  Paid:                                        
--------------------------------------------------------------------------------
2)   Form,  Schedule  or  Registration  Statement  No.:               
--------------------------------------------------------------------------------
3)   Filing  Party:                                                   
--------------------------------------------------------------------------------
4)   Date  Filed:                                                     
--------------------------------------------------------------------------------

PRER14A 2nd Page of 24 TOC 1st Previous Next ↓Bottom Just 2nd
 FIRST CAPITAL INTERNATIONAL, INC.
5120 WOODWAY, SUITE 9000
 HOUSTON, TX 77056
(713) 629-4866

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 14, 2006 

The  Annual  Meeting  of  Stockholders  (the  "Annual Meeting") of First Capital
International,  Inc.  (the "Company") will be held at the Sheraton Suites Hotel,
2400  West  Loop  South,  Houston, Texas, on Friday, July 14, 2006 at 10:00 a.m.
(CDT)  for  the  following  purposes:                                           

(1)  To  elect  three  (3)  Directors.                                          

(2)  To  ratify  the  selection  of  McConnell  &  Jones,  LLP  as the Company's
     independent  registered public accounting firm for the year ending December
31,  2006.                                                            

(3)  To  approve  a  three-to-one  reverse  split  of  the  common  stock.      

(4)  To  approve an amendment to the Certificate of Incorporation increasing the
     authorized number of shares of common stock from 100,000,000 to 200,000,000
     and  increasing  the  authorized  number  of shares of preferred stock from
10,000,000  to  20,000,000.                                           

(5)  To  act  upon  such  other  business as may properly come before the Annual
Meeting.                                                              

     Only  holders of common stock of record at the close of business on June 1,
2006, will be entitled to vote at the Annual Meeting or any adjournment thereof.

     You are cordially invited to attend the Annual Meeting.  Whether or not you
plan to attend the Annual Meeting, please sign, date and return your proxy to us
promptly.  Your  cooperation  in signing and returning the proxy will help avoid
further  solicitation  expense.                                                 

                                  BY ORDER OF THE BOARD OF DIRECTORS
              /S/ ALEX GENIN
                     CHAIRMAN OF THE BOARD

JUNE 22, 2006                                                                   
HOUSTON, TEXAS                                                                  

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 FIRST CAPITAL INTERNATIONAL, INC.
5120 WOODWAY, SUITE 9000
 HOUSTON, TX 77056
(713) 629-4866

PROXY STATEMENT 
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 14, 2006 

This  proxy statement (the "Proxy Statement") is being furnished to stockholders
(the "Stockholders") in connection with the solicitation of proxies by the Board
of  Directors  of First Capital International, Inc., a Delaware corporation (the
"Company")  for  their  use  at  the  Annual  Meeting  (the "Annual Meeting") of
Stockholders  of  the Company to be held at the Sheraton Suites Hotel, 2400 West
Loop  South  , Houston, Texas, on July 14, 2006 at 10:00 a. m. (CDT), and at any
adjournments thereof, for the purpose of considering and voting upon the matters
set  forth  in  the  accompanying  Notice of Annual Meeting of Stockholders (the
"Notice").  This  Proxy  Statement  and  the  accompanying  form  of  proxy (the
"Proxy")  are first being mailed to Stockholders on or about June 22, 2006.  The
cost  of  solicitation  of  proxies  is  being  borne  by  the  Company.        

The  close of business on June 1, 2006 has been fixed as the record date for the
determination  of  Stockholders  entitled to notice of and to vote at the Annual
Meeting  and  any  adjournment  thereof.  As  of  the  record  date,  there were
95,608,532  shares of the Company's common stock, par value $.001 per share (the
"Common  Stock") issued and outstanding and entitled to vote.  As of the record,
we  had  4,500,000  shares  of the Company's preferred stock ("Preferred Stock")
issued  and  outstanding.  The  presence, in person or by proxy, of holders of a
majority  of  the  outstanding  shares  of  Common  Stock  on the record date is
necessary  to  constitute  a quorum at the Annual Meeting.  Each share of common
stock  is entitled to one vote on all issues requiring a Stockholder vote at the
Annual  Meeting.                                                                

Each nominee for Director named in Proposal Number 1 must receive a plurality of
the votes cast in person or by proxy of our Common Stock in order to be elected.
The  affirmative  vote  of  a  majority  of the issued and outstanding shares of
Common  Stock present or represented by proxy and entitled to vote at the Annual
Meeting  is  required  for the approval of Proposal Number 2, Proposal Number 3,
and  Proposal  Number  4  set  forth  in  the  accompanying  Notice.            

All  shares  represented  by  properly  executed  proxies,  unless  such proxies
previously  have been revoked, will be voted at the Annual Meeting in accordance
with  the  directions  on  the proxies. If no direction is indicated, the shares
will  be  voted (I) FOR THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL NUMBER 1,
(II)  FOR  THE  RATIFICATION  OF  MCCONNELL  AND  JONES,  LLP  AS  THE COMPANY'S
INDEPENDENT  REGISTERED  PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2006, (III) FOR THE APPROVAL OF A THREE-FOR-ONE REVERSE STOCK SPLIT AND (IV) FOR
THE APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER  OF  SHARES  OF                                                          

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AUTHORIZED  COMMON  STOCK  FROM  100,000,000  TO 200,000,000 AND TO INCREASE THE
NUMBER OF SHARES OF PREFERRED STOCK FROM 10,000,000 TO 20,000,000.  The Board of
Directors  is  not  aware of any other matters to be presented for action at the
Annual  Meeting.  However,  if  any  other  matter  is properly presented at the
Annual  Meeting,  it is the intention of the persons named in the enclosed proxy
to  vote  in  accordance  with  their  best  judgment  on  such  matters.       

The  enclosed  Proxy,  even  though executed and returned, may be revoked at any
time  prior  to  the  voting  of  the Proxy (a) by execution and submission of a
revised  proxy, (b) by written notice to the Secretary of the Company, or (c) by
voting  in  person  at  the  Annual  Meeting.                                   

REVOCABILITY OF PROXY                                                           

Any  Proxy  given  pursuant  to  this  solicitation may be revoked by the person
giving  it  at any time before it is voted. Proxies may be revoked by (i) filing
with  the  President  of our Company, at or before the taking of the vote at the
Meeting,  a  written  notice of revocation bearing a later date than the date of
the  Proxy;  (ii)  duly executing a subsequent Proxy relating to the same shares
and  delivering  it to the President of our Company before the Meeting; or (iii)
by  attending  the  Meeting  and  voting  in  person (although attendance at the
Meeting  will  not  in  and  of  itself constitute a revocation of a Proxy). Any
written  notice  revoking a Proxy should be sent to First Capital International,
Inc.,  5120  Woodway,  Suite  9000,  Houston,  Texas  77056,  Attn:  Alex Genin,
President,  or  hand  delivered to the President, at or before the taking of the
vote  at  the  Meeting.                                                         
 ___________________________________________________________________

 (1)     TO ELECT THREE (3) DIRECTORS FOR THE ENSUING YEAR
 ___________________________________________________________________

NOMINEES FOR DIRECTORS                                                          

The  persons  named  in  the  enclosed  Proxy have been selected by the Board of
Directors  to  serve  as  proxies  (the  "Proxies")  and  will  vote  the shares
represented  by  valid  proxies  at  the  Annual  Meeting  of  Stockholders  and
adjournments  thereof.  They  have indicated that, unless otherwise specified in
the Proxy, they intend to elect as Directors the nominees listed below.  All the
nominees  are  presently  members  of the Board of Directors.  Each duly elected
Director  will  hold  office  until his death, resignation, retirement, removal,
disqualification,  or until his successor shall have been elected and qualified.
Each nominee for Director named in Proposal Number 1 must receive a plurality of
the  votes cast in person or by proxy in order to be elected.   Stockholders may
not  cumulate  their  votes  for  the  election  of  Directors.                 

Unless  otherwise  instructed  or  unless  authority  to  vote  is withheld, the
enclosed  Proxy  will  be  voted  FOR the election of the nominees listed below.
Although  our  Board  of Directors does not contemplate that any of the nominees
will be unable to serve, if such a situation arises prior to the Annual Meeting,
the persons named in the enclosed Proxy will vote for the election of such other
person(s)  as  may  be  nominated  by  the  Board  of  Directors.               

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES LISTED BELOW.                                                      

The nominees for Director are:                                                  

Alex Genin                                                            
Merrill P. O'Neal                                                     
Andew Grebe                                                           

BIOGRAPHIES                                                                     

ALEX  GENIN  has  been  our Director, Chairman, CEO and President, and our major
shareholder  since August, 1998. Since 1992, Mr. Genin has been the President of
ECL  Trading Company, which trades goods and commodities in Europe and countries
of  the  former  Soviet  Union.  Since 1985, Mr. Genin has been the President of
Eastern Credit Ltd. Inc. which provides financial consulting services in Europe,
Asia  and  the  United  States.  Mr.  Genin has extensive experience in business
activities  in  Europe,  Asia  and  countries  of  the  former  Soviet  Union.  

MERRILL  P.  O'NEAL  has  been  our Director since December, 2001. In 1970's Mr.
O'Neal had a substantial part in growing a small freight forwarding company into
a  major international freight forwarding company, Behring International. In the
early  1980's  through  early  1990's, Mr. O'Neal served as the President of the
Texas Ocean Freight Forwarders Association, and as a director of the Brookhollow
National  Bank  (now  a  part  of Compass Bank) and Woodway National Bank. Since
1995,  Mr. O'Neal has been a business management consultant to small businesses,
helping  them  to  grow by providing assistance in areas of corporate direction,
strategy and management. Mr. O'Neal has a BBA Degree in International Trade from
the  University  of  Texas.                                                     

H.  ANDREW  GREBE, Ph.D, has been our Director since January 2005. Mr. Grebe has
an  extensive  background  and  experience  of  over  20 years within industrial
companies around the world, as well as teaching experience as a Professor at the
Texas  A&M  University.  For  the last eleven years Mr. Grebe has been a manager
with  Tex-Tube  Company,  one of the leading pipe manufacturers. His involvement
within  the  academic circles and the energy and petroleum industry will help to
facilitate  the  marketing  of  VIP  Systems product line to industrial markets.

OUR DIRECTORS AND EXECUTIVE OFFICERS                                            

Our  Directors  may  be  elected  annually and hold office until our next annual
meeting  of  stockholders,  or until their successors are elected and qualified.
Officers  serve  at the discretion of the Board of Directors. There is no family
relationship  between  or  among  any  of  our directors and executive officers.

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Our current Board of Directors consists of three (3) persons:                   

NAME                     AGE            POSITION                                
--------------------------------------------------------------------------------

Alex Genin               54             President, Chief Executive Officer      
                                      and Chairman of the Board of Directors

Merrill P. O'Neal        77             Director                                

Andrew Grebe             50             Director                                

INFORMATION CONCERNING THE BOARD OF DIRECTORS                                   
AND ITS COMMITTEES                                                              

BOARD  OF  DIRECTORS                                                            

We  held  two  meetings  of  the Board of Directors during the fiscal year ended
December  31,  2005, and the Board of Directors took action at Board meetings or
by  unanimous  written  consent  15 times during that period.   Mr. Genin is our
only  Director  who  is  also  an officer.  Due to the size of our business, the
Board  of  Directors  does  not  currently  have  any  committees.  The Board of
Directors,  consisting  of  Alex  Genin,  Merrill  P.  O'Neal, and Andrew Grebe,
perform  the  equivalent  functions  of  the  Audit  Committee.                 

We  do  not currently have a process for security holders to send communications
to  the  Board of Directors which we believe is appropriate based on the size of
the  Company,  the  limited number of our shareholders and the limited number of
communications which we receive. However, we welcome comments and questions from
our  shareholders. Shareholders can direct communications to our Chief Executive
Officer,  Alex  Genin,  at  our  executive  offices,  5120  Woodway, Suite 9000,
Houston, Texas 77056. While we appreciate all comments from shareholders, we may
not be able to individually respond to all communications. We attempt to address
shareholder  questions  and  concerns  in our press releases and documents filed
with  the  SEC  so  that  all  shareholders have access to information about the
Company  at  the  same  time.  Mr.  Genin collects and evaluates all shareholder
communications.  If  the  communication  is  directed  to the Board of Directors
generally  or  to  a  specific  director,  Mr.  Genin  will  disseminate  the   
communications to the appropriate party at the next scheduled Board of Directors
meeting.  If  the  communication requires a more urgent response, Mr. Genin will
direct  that  communication  to  the  appropriate  executive  officer.  All     
communications  addressed  to  our  directors  and  executive  officers  will be
reviewed  by  those  parties  unless  the  communication  is  clearly frivolous.

COMPENSATION OF DIRECTORS                                                       

We do not currently pay any cash directors' fees.                               

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                               

Section  16(a) of the Securities Exchange Act of 1934 requires our Directors and
Executive  Officers,  and  persons who own beneficially more than ten percent of
our  common  stock,  to  file                                                   

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reports  of  their stock ownership and changes of their stock ownership with the
Securities and Exchange Commission. Based solely on the reports we have received
and  on  written representations from certain reporting persons, we believe that
the  directors,  executive officers, and our greater than ten percent beneficial
owners have complied with all applicable filing requirements for the fiscal year
ended  December  31,  2005.                                                     

CODE OF ETHICS                                                                  

We  have  adopted  a code of business conduct and ethics for directors, officers
(including  our  Chief  Executive  Officer,  Chief  Financial  Officer and Chief
Accounting Officer) and employees, known as the Code of Conduct. The copy of the
Code  of  Conduct was filed with our Form 10-KSB the fiscal year ending December
31,  2003.                                                                      

EXECUTIVE COMPENSATION                                                          

The  following  sets  forth  all forms of compensation in excess of $100,000 per
year per person that we paid our executive officers for the years ended December
31,  2005,  2004  and  2003.                                                    

                                                        [Enlarge/Download Table]

                                       SUMMARY COMPENSATION TABLE                                         

----------------------------------------------------------------------------------------------------------
                                                             Long Term Compensation                       
---------------------------------------------------  -------------------------------------  --------------
                        Annual Compensation                   Awards              Payouts                 
----------------  ---------------------------------  --------------------------  ---------  --------------
                                                     Restricted    Securities                             
Name and                              Other Annual      Stock      Underlying      LTIP       All Other   
Principle          Salary    Bonus    Compensation     Award(s)   Options/SARs    Payouts    Compensation 
Position    Year    ($)       ($)         ($)            ($)           (#)          ($)          ($)      
----------  ----  --------  -------  --------------  -----------  -------------  ---------  --------------
                                                                                                          
Alex Genin  2005  $ 26,640  $   -0-  $          -0-          -0-   2,500,000(1)  $     -0-  $          -0-
Director,   ----  --------  -------  --------------  -----------  -------------  ---------  --------------
Chairman,   2004  $ 79,920  $   -0-  $          -0-          -0-   5,200,000(2)  $     -0-  $          -0-
 CEO and    ----  --------  -------  --------------  -----------  -------------  ---------  --------------
President   2003  $ 76,960  $   -0-  $          -0-          -0-           -0-   $     -0-  $          -0-
----------------------------------------------------------------------------------------------------------

(1) During 2005, we issued 2,500,000 immediately exercisable options as         
compensation to Mr. Genin. This option has an exercise price of $0.03 per share 
and expires on February 1, 2007.                                                

(2) During 2004, we cancelled all 4,400,000 options granted to Mr. Genin with an
exercise  price ranging from $0.05 to $0.10 per share and issued a new 5,200,000
immediately  exercisable option. This option has an exercise price of $0.015 per
share  and  expires  on  December  20,  2007.                                   

                                                        [Enlarge/Download Table]

                                   OPTION/SAR GRANTS FOR FISCAL YEAR 2005                                

---------------------------------------------------------------------------------------------------------
                                            Individual Grants                                            
----------  ------------------------  -----------------------------------  ------------------  ----------
              Number of Securities                                                                       
            Underlying Options/SARs   % of Total Options/SARs Granted to    Exercise or Base   Expiration
Name              Granted (#)              Employees in Fiscal Year           Price ($/Sh)        Date   
----------  ------------------------  -----------------------------------  ------------------  ----------
                                                                                                         
Alex Genin        2,500,000                           94%                  $             0.03   2/1/2007 
---------------------------------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]

                                 AGGREGATED OPTION/SAR EXERCISES IN FISCAL                             
                             YEAR 2005 AND DECEMBER 31, 2005 OPTION/SAR VALUES                         

-------------------------------------------------------------------------------------------------------
                                        Number of Securities Underlying    Value of Unexercised In-the 
                                        Unexercised Options/SARs at FY-   Money Options/SARs at FY-End 
               Shares                               End (#)                            ($)             
            Acquired on      Value                                                                     
Name        Exercise (#)  Realized ($)     Exercisable/Unexercisable        Exercisable/Unexercisable  
----------  ------------  ------------  --------------------------------  -----------------------------
                                                                                                       
Alex Genin      -0-           -0-                   -0-/-0-                          -0-/-0-           
-------------------------------------------------------------------------------------------------------

EMPLOYMENT AGREEMENTS                                                           

We  do  not  have an employment contract with any of our employees. We presently
intend  to  negotiate an employment contract with Alex Genin which would require
the  Board  approval;  however,  no  terms  have  been  discussed  at this time.

DIRECTOR COMPENSATION                                                           

We do not currently pay any cash directors' fees.                               

EMPLOYEE STOCK OPTION PLAN                                                      

We  presently do not have any employee stock option plan but we may adopt one in
the  future.  We  believe  that  equity  ownership is an important factor in our
ability  to attract and retain skilled personnel, and our Board of Directors may
adopt  an  employee  stock  option  plan in the future. The purpose of the stock
option  program  will be to further our interests by providing incentives in the
form  of  stock options to key employees and directors who contribute materially
to  our  success  and profitability. The option grants will recognize and reward
outstanding  individual performance and contributions and will give such persons
a  proprietary  interest  in  us,  thus enhancing their personal interest in our
continued  success  and progress. This program will also assist us in attracting
and  retaining  key  employees  and  directors.                                 

REPRICING OF OPTIONS                                                            

None.                                                                           

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                                 
AND MANAGEMENT                                                                  

The  following  table  sets  forth  certain information as of June 1, 2006, with
respect  to  the  beneficial  ownership  of  shares of common stock by: (i) each
person  who  is  known to us to beneficially own more than 5% of our outstanding
shares  of common stock, (ii) each of our directors, (iii) each of our executive
officers,  and  (iv)  all  of  our  executive officers and directors as a group.
Unless  otherwise  indicated,  each  stockholder  has sole voting and investment
power  with  respect  to  the  shares shown. At June 1, 2006, we had outstanding
95,608,532  shares  of  common  stock  and  4,500,000  share  of preferred stock
outstanding.                                                                    

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                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------
NAME/ADDRESS                    NUMBER OF SHARES    TITLE OF CLASS   PERCENT OF CLASS(9)
                                                                                        
----------------------------  --------------------  ---------------  -------------------
Alex Genin - Director, CEO,        65,570,000        Common stock           64.4%       
Acting CFO, President             (1)(2)(3)(4)                                          
5120 Woodway, Suite 9000                                                                
Houston, Texas 77056                                                                    

----------------------------  --------------------  ---------------  -------------------
Merrill P. O'Neal - Director        100,000          Common stock           0.1%        
5120 Woodway, Suite 9000                                                                
Houston, Texas 77056                                                                    

----------------------------  --------------------  ---------------  -------------------
H. Andrew Grebe - Director          200,000          Common stock           0.2%        
5120 Woodway, Suite 9000                                                                
Houston, Texas 77056                                                                    

----------------------------  --------------------  ---------------  -------------------
ALL OF OUR DIRECTORS AND           65,870,000        COMMON STOCK           64.7%       
OFFICERS AS A                                                                           
GROUP OF THREE (3) PERSONS                                                              
----------------------------  --------------------  ---------------  -------------------

----------------------------  --------------------  ---------------  -------------------

----------------------------  --------------------  ---------------  -------------------
Eurocapital Group, Ltd           28,500,000 (3)      Common stock           30.6%       
19 Peel Road                                                                            
Douglas, Isle of Man                                                                    
British Isles 1M1 4LS                                                                   

----------------------------  --------------------  ---------------  -------------------
United Capital Group Limited  22,370,000 (3)(4)(5)   Common stock           23.8%       
50 Town Range, Suite 7B                                                                 
Gibraltar                                                                               

----------------------------  --------------------  ---------------  -------------------
NefteCredit Ltd.                   4,640,000         Common stock           5.0%        
13/F, Silver Fortune Plaza                                                              
1 Wellington Street,                                                                    
Central, Hong Kong                                                                      

----------------------------  --------------------  ---------------  -------------------

----------------------------  --------------------  ---------------  -------------------

----------------------------  --------------------  ---------------  -------------------
Alex Genin - Director, CEO,     1,500,000 (3)(6)    Preferred stock         33.3%       
Acting CFO, President                                                                   
5120 Woodway, Suite 9000                                                                
Houston, Texas 77056                                                                    

----------------------------  --------------------  ---------------  -------------------
Merrill P. O'Neal - Director           0            Preferred stock         0.0%        
5120 Woodway, Suite 9000                                                                
Houston, Texas 77056                                                                    

----------------------------  --------------------  ---------------  -------------------
H. Andrew Grebe - Director             0            Preferred stock         0.0%        
5120 Woodway, Suite 9000                                                                
Houston, Texas 77056                                                                    

----------------------------  --------------------  ---------------  -------------------
ALL OF OUR DIRECTORS AND           1,500,000        PREFERRED STOCK         33.3%       
OFFICERS AS A                                                                           
GROUP OF THREE (3) PERSONS                                                              
----------------------------------------------------------------------------------------

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(1)  Includes  options to purchase up to 5,200,000 shares of our common stock at
an exercise price of $0.015 was granted in December 2004. This option expires on
December  20,  2007.                                                            

(2)  Includes  an  option to purchase up to 2,500,000 shares of our common stock
which  is  presently  exercisable  at  an exercise price of $.03 per share. This
option  expires  on  February  1,  2007.                                        

(3)  Alex  Genin currently holds powers of attorney from Eurocapital Group, Ltd.
and  United  Capital Group Limited pursuant to which Mr. Genin is granted voting
and  investment  power with respect to our shares. Mr. Genin is deemed to be the
beneficial  owner  of  these  shares.  Mr.  Genin  does  not  own  any  stock of
Eurocapital  Group,  Ltd.  or  United  Capital  Group  Limited.                 

(4)  Includes shares of common stock owned by Eurocapital Group, Ltd. and United
Capital  Group  Limited.  Excludes  13,846,154  shares of our common stock which
would  be  issuable  upon  the  conversion  of shares of preferred stock held by
United  Capital Group Limited but which have not been converted because there is
not  currently  a  sufficient  number  of  authorized  shares  of  common  stock
available.                                                                      

(5)  Includes  an  option to purchase up to 1,000,000 shares of our common stock
which  is  presently  exercisable  at  an exercise price of $.04 per share. This
option  expires  on  October  14,  2006.                                        

(6)  Shares  owned  by  United  Capital  Group  Limited.                        

RELATED TRANSACTIONS                                                            

Except  as  described  below,  none  of  the following persons has any direct or
indirect  material  interest  in any transaction to which we were or are a party
during  the  past two years, or in any proposed transaction to which the Company
proposes  to  be  a  party:                                                     

(A)  any  of  our  directors  or  executive  officers;                          
(B)  any  nominee  for  election  as  one  of  our  directors;                  
(C)  any  person who is known by us to beneficially own, directly or indirectly,
     shares  carrying  more  than 5% of the voting rights attached to our common
stock;  or                                                            
(D)  any  member  of  the immediate family (including spouse, parents, children,
     siblings  and  in-laws)  of any of the foregoing persons named in paragraph
(A),  (B)  or  (C)  above.                                            

We believe that the terms and conditions of all of the following transactions   
were no less favorable to us than terms attainable from unaffiliated third      
parties. The terms of these transactions were determined by the parties through 
arms length negotiations.                                                       

Pursuant  to  a  letter  agreement  signed  on February 6, 2003, during 2004 the
Company received the last installments of $163,800 from United Capital Group for
the  purchase  of  preferred  stock.  United Capital Group is controlled by Alex
Genin,  the  Company's  chief  executive  officer.    Pursuant  to  the  letter 
agreement,  United Capital Group purchased the following shares of our preferred
stock:                                                                          

A.   500,000  shares  of  preferred  stock,  convertible,  at  the option of the
     holder,  into  common  shares  of  the  Company  prior  to June 30, 2006 by
     multiplying  the number of shares of preferred stock being converted by the
     applicable  conversion  rate  as  provided in the agreement. The conversion
     rate  in  effect  at  any  time  is  determined  by  dividing  the  initial

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     stock  issue  price  of  $1.00 by the conversion price, which is 50% of the
     market  price  of  common  stock  on  the date of conversion, not exceeding
     $0.05.  In  addition, these stocks carry a cumulative coupon dividend of 6%
     per  annum. The total accumulated coupon dividend due on these shares as of
     December  31,  2005, was $34.68. The conversion feature of these shares has
    been  extended  to  June  30,  2008  by  agreement  of  the  parties;  and

B.   1,000,000  shares  of  preferred  stock,  convertible, at the option of the
     holder,  into  common  shares  of  the  Company  prior  to  May 15, 2006 by
     multiplying  the number of shares of preferred stock being converted by the
     applicable  conversion  rate  as  provided in the agreement. The conversion
     rate  in  effect  at  any  time is determined by dividing the initial stock
     issue  price  of  $.25  by the conversion price, which is 50% of the market
     price  of  common  stock on the date of conversion, not exceeding $0.05. In
     addition,  these stocks carry a cumulative coupon dividend of 6% per annum.
     The  total  accumulated  coupon dividend due on these shares as of December
     31,  2005,  was  $192.16.  The  conversion feature of these shares has been
extended  to  May  15,  2008  by  agreement  of  the  parties.        

In  January, 2004, we cancelled all options granted to Mr. Genin and in December
2004  granted a new 5,200,000 immediately exercisable option. This option has an
exercise  price  of  $0.015  per  share  and  expires  on  December  20,  2007. 

In  December  2005,  we  granted  Mr. Genin an immediately exercisable option to
purchase  up  to  2,500,000 shares of our common stock and 300,000 shares of our
common  stock  to  related  party  investors exercisable at $0.03 per share that
expire  in  February,  2007.                                                    

In  February,  2004,  we  granted Mr. Dashkovsky an option to purchase 2,500,000
shares  of  our  common  stock  exercisable  at  $0.12 per share that expires in
February,  2005.  This  option  was  not  exercised  and  presently  expired.   

During  2004,  the  Company received approximately $305,333 of advances from Mr.
Genin,  its  chief executive officer and a company controlled or related to him.
During  2005, the Company received $423,295 of advances from its chief executive
officer  and  companies  controlled  or  related to him. The principle due under
these advances as of December 31, 2005 was $899,640.  The following is a summary
of  all  loan  transactions  with  entities  related  to  Mr.  Genin:           

On  March  11,  2004,  United  Capital  also made a loan to the Company under an
$80,000  promissory note bearing interest of 6%.  This note was due on March 11,
2005,  but  has  been  extended  until March 11, 2007. On March 25, 2005, United
Capital  also made a loan to the Company under a $22,000 promissory note bearing
interest  of  8%  which  is due March 25, 2007. During May-December 2005, United
Capital made several loans to the Company under twelve separate promissory notes
for  a  total principal amount of $109,000 which bear interest at the rate of 8%
and  which are due between November 2006 and December 2007.  None of these notes
are  collateralized.                                                            

During  2004,  Alex  Genin,  the Company's chief executive officer, made several
loans  to  the                                                                  

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Company  under  six  separate  promissory  notes for a total principal amount of
$41,700  which bear interest at the rate ranging from 6% to 7% and which are due
between  November  2006  and  October 2008. During 2005, Alex Genin made several
loans  to  the  Company under 20 separate promissory notes for a total principal
amount  of  $93,190  which  bear  interest at the rate ranging from 7% to 8% and
which  are  due  between  October  2006  and April 2008. None of these notes are
collateralized.                                                                 

During  2004,  Eastern Credit Limited, Inc., a company controlled by Alex Genin,
the  Company's  chief executive officer, made several loans to the Company under
13 separate promissory notes for a total principal amount of $145,700 which bear
interest  at  the  rate  ranging from 6% to 7% and which are due between October
2006  and  October  2008. During 2005, Eastern Credit Limited, Inc. made several
loans  to  the  Company under 18 separate promissory notes for a total principal
amount  of  $141,250  which  bear interest at the rate ranging from 6% to 8% and
which  are  due  between  May  2007  and  March  2008.  None  of these notes are
collateralized.                                                                 

During  2004, Stromberg Development, Inc., a company owned by the spouse of Alex
Genin,  the Company's chief executive officer, made several loans to the Company
under two separate promissory notes for a total principal amount of $3,433 which
bear  interest  at  the  rate  of 8% and which are due between November 2006 and
October  2007.  These  notes  were  paid  off  in  2005.  During 2005, Stromberg
Development,  Inc.  made  several  loans  to  the  Company  under  four separate
promissory  notes for a total principal amount of $28,000 which bear interest at
the  rate of 8% and which are due between February 2007 and February 2008. Three
of  these  notes  were  paid off in 2005, the remaining principle balance on the
last  note  as  of  December  31,  2005  was  $8,248.  None  of  these notes are
collateralized.                                                                 

During  2005,  ECL  Trading,  Inc.,  a  company  controlled  by  Alex Genin, the
Company's  chief  executive officer, made several loans to the Company under two
separate  promissory  notes  for  a total principal amount of $20,000 which bear
interest  at  the  rate  of  6% and which are due in February 2008. One of these
notes  was  partially paid off in 2005, the remaining principle balance on these
notes  as  of  December  31,  2005  was  $14,448.  None  of  these  notes  are  
collateralized.                                                                 

During 2005, First National Petroleum, Inc., a company controlled by Alex Genin,
the  Company's  chief executive officer, made several loans to the Company under
two separate promissory notes for a total principal amount of $14,500 which bear
interest  at  the rate of 8% and which are due between April 2007 and June 2007.
None  of  these  notes  are  collateralized.                                    

During  2005,  Pacific  Commercial  Credit,  Inc.,  a company controlled by Alex
Genin,  the Company's chief executive officer, made several loans to the Company
under  ten  separate  promissory  notes  for a total principal amount of $29,855
which  bear  interest  at the rate of 8% and which are due between November 2006
and  December  2007.  None  of  these  notes  are  collateralized.              

CHANGES  IN  CONTROL                                                            

We know of no circumstances that could result in a change of control of the     
Company.                                                                        

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________________________________________________________________________________

 (2)     TO RATIFY THE SELECTION OF MCCONNELL & JONES, LLP
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 
ENDING DECEMBER 31, 2006
________________________________________________________________________________

The  Board  of  Directors  has  selected McConnell & Jones, LLP as the Company's
independent  registered  public accounting firm for the year ending December 31,
2006.                                                                           

Although  not  required by law or otherwise, the selection is being submitted to
the  Stockholders  of  the  Company  as  a  matter of corporate policy for their
approval.  The  Board  of  Directors  wishes  to  obtain from the Stockholders a
ratification of their action in appointing their existing independent registered
public  accounting firm, McConnell & Jones, LLP as independent registered public
accounting  firm  of  the  Company  for  the  year ending December 31, 2006. The
affirmative  vote  of  a  majority  of  the  shares  of  Common Stock present or
represented  by proxy and entitled to vote at the Annual Meeting is required for
the  approval  of  Proposal  2.                                                 

In the event the appointment of McConnell & Jones, LLP as independent registered
public  accounting  firm  is  not ratified by the Stockholders, the adverse vote
will  be considered as a direction to the Company's Board of Directors to select
other independent registered public accounting firm for the year ending December
31,  2006.  A representative of McConnell & Jones, LLP is expected to be present
at the Annual Meeting.  The Board of Directors unanimously recommends a vote FOR
the  ratification  of  McConnell  &  Jones, LLP as independent registered public
accounting  firm  for  year  ending  December  31,  2006.                       

Previous Independent Registered Public Accounting Firm                          
------------------------------------------------------                          

On  October 5, 2005, our Chief Executive Officer received formal notice that our
independent  registered public accounting firm, Ham, Langston & Brezina, L.L.P.,
had  made the decision to resign as our independent registered public accounting
firm  effective  October  3,  2005.  On October 10, 2005, the Board of Directors
voted  unanimously  to  accept  the  resignation.                               

The  audit  report  of  Ham,  Langston & Brezina, L.L.P. for the past two fiscal
years  contained no adverse opinion or disclaimer of opinion, or was modified as
to  audit  scope  or accounting principles.  Ham, Langston & Brezina, L.L.P. did
modify  its  opinion  to  state  that  substantial  doubt  exists concerning the
registrant's  ability  to  continue  as  a  going  concern.                     

For the past two fiscal years and subsequent interim periods through the date of
resignation,  there  have  been no disagreements with the former auditors on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or  procedure,  which  disagreement,  if  not  resolved  to the
satisfaction  of Ham, Langston & Brezina, L.L.P., would have caused them to make
reference  thereto  in  there  report  on  the  financial  statements.          

During  the  two  most recent fiscal years and the interim period to the date of
their resignation, there have been no reportable events, as that term is defined
in  Item  304(a)(1)(v)  of  Regulation  S-B.                                    

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We  have  provided  Ham,  Langston  &  Brezina  a copy of the disclosure made in
response  to  this  Item  4.01  and  have requested that Ham, Langston & Brezina
provide  a  letter  addressed to the Securities & Exchange Commission confirming
their  agreement with the disclosure contained herein.  Pursuant to our request,
Ham, Langston & Brezina has provided the SEC with such a letter. The copy of the
letter  was  attached  to  our  Form  8-K  dated  November  15,  2005.          

New Independent Registered Public Accounting Firm                               
-------------------------------------------------                               

On  October  10,  2005,  the  Board  of  Directors  unanimously  voted to engage
McConnell  &  Jones,  LLP,  as  our new independent registered public accounting
firm.                                                                           

During  the  two  most recent fiscal years and the interim period to October 10,
2005,  the  Registrant  has not consulted with McConnell & Jones, LLP, regarding
either  (i) the application of accounting principles to a specified transaction,
either  completed  or  proposed,  or  the  type  of  audit opinion that might be
rendered  on our financial statements, and neither a written report was provided
to us or oral advice was provided that the Registrant concluded was an important
factor considered by us in reaching a decision as to the accounting, auditing or
financial  reporting  issue; or (ii) any matter that was either the subject of a
disagreement,  as  that  term is defined in Item 304(a)(1)(iv) or Regulation S-B
and  the  related  instructions  to  Item 304 of Regulation S-B, or a reportable
event,  as  that  term  is  defined  in  Item  304(a)(1)(v)  of  Regulation S-B.

AUDIT FEES                                                                      

Our  former  independent  registered  public  accounting  firm Ham, Langston and
Brezina,  L.L.P.  billed  us  in  the aggregate amount of $8,492 and our current
independent registered public accounting firm McConnell and Jones, L.L.P. billed
us  in  the  aggregate  amount of $15,500 for professional services rendered for
their  audit  of  our  annual  financial  statements  and  their  reviews of the
financial statements included in our Form 10-KSB for the year ended December 31,
2005. Our former independent registered public accounting firm Ham, Langston and
Brezina,  L.L.P.  billed  us in the aggregate amount of $27,000 for professional
services  rendered  for their audit of our annual financial statements and their
reviews  of  the  financial  statements included in our Form 10-KSB for the year
ended  December  31,  2004.                                                     

AUDIT-RELATED FEES                                                              

Our  independent  registered  public  accounting  firms did not bill us for, nor
perform  professional  services rendered for assurance and related services that
were  reasonably  related to the performance of audit or review of the Company's
financial  statements  for the fiscal years ended December 31, 2005 and December
31,  2004.                                                                      

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES                    

For  the  fiscal  years  ended  December  31,  2005  and  December 31, 2004, our
independent registered public accounting firms did not bill us for, nor perform,
any  financial  information                                                     

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systems  design  or implementation. For the fiscal years ended December 31, 2005
and  December  31,  2004,  we were not billed for professional services from any
other  accounting  firm  for  information  systems  design  or  implementation. 

TAX FEES                                                                        

Our  independent  registered  public  accounting  firms did not bill us for, nor
perform  professional  services rendered for tax related services for the fiscal
years  ended  December  31,  2005  and  December  31,  2004.                    

ALL OTHER FEES                                                                  

We were not billed for any other professional services for the fiscal year ended
December  31,  2005.                                                            

INDEPENDENCE OF REGISTERED PUBLIC ACCOUNTING FIRM                               

Our  Board  of  Directors  considers that the work done for us in the year ended
December  31, 2005 by McConnell and Jones, L.L.P. is compatible with maintaining
McConnell  and  Jones,  L.L.P.'s  independence. Our Board of Directors considers
that  the  work done for us in the year ended December 31, 2005 by Ham, Langston
and  Brezina,  L.L.P.  is compatible with maintaining Ham, Langston and Brezina,
L.L.P.'s  independence.                                                         

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S TIME ON TASK                    

All of the work expended by McConnell and Jones, L.L.P. on our December 31, 2005
audit  was  attributed  to  work  performed  by  McConnell  and  Jones, L.L.P.'s
full-time,  permanent  employees.  All of the work expended by Ham, Langston and
Brezina,  L.L.P. on our December 31, 2005 audit was attributed to work performed
by  Ham,  Langston  and  Brezina,  L.L.P.'s  full-time,  permanent  employees.  

 ___________________________________________________________________

 (3)     TO APPROVE A THREE-TO-ONE REVERSE SPLIT
 OF THE COMMON STOCK
 ___________________________________________________________________

The  Company's  shareholders  are  being asked to approve a three-to-one reverse
split  of  the common stock (the "Reverse Split").  If the proposal is approved,
the  Board  of  Directors  will  effect  the  reverse stock split.  The Board of
Directors  has  adopted  resolutions  declaring  the advisability of the reverse
stock  split,  subject  to  shareholder  approval.                              

The  affirmative  vote  of  a majority of the outstanding shares of Common Stock
entitled  to vote at the Annual Meeting is required for the actions described in
this  Proposal  Number  3.                                                      

If  the proposed three-to-one reverse split of the common stock is approved, the
total  number  of  shares of common stock outstanding, reserved for issuance and
available  for  issuance  shares  will  be  as  follows:                        

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------
                              Before three-to-one reverse   After three-to-one reverse split
                             split (as of the record date)                                  
--------------------------------------------------------------------------------------------
                                                                                            
Common shares outstanding                       95,608,532                        31,869,511

--------------------------------------------------------------------------------------------
Common shares reserved for                      29,456,154                         9,818,718
issuance                                                                                    
--------------------------------------------------------------------------------------------
Common shares available for                              0                                 0
issuance                                                                                    
--------------------------------------------------------------------------------------------

In  the  event  that  the  Shareholders  do not approve Proposal 4 of this Proxy
Statement  to  increase  the  number of shares of common stock, then we will not
have  sufficient  share of common stock available to issue if the holders of the
stock  options  and  preferred  stock  elect  to  exercise  their  rights.      

As  of June 14, 2006, the market price of our common stock was $0.17  per share.

Following  approval  of  the  Reverse  Split at the Annual Meeting, the Board of
Directors  will  have                                                           

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the  authority, without further stockholder consent, to effect the Reverse Split
approved  by  the  stockholders  at  such  time  as  the  Board of Directors may
determine  is  in  the best interest of the Company and its stockholders. In the
event  the Board of Directors determines to implement a reverse stock split, the
Company  will  file  the  Reverse  Split  Amendment.                            

REVERSE SPLIT                                                                   

Our Stockholders will vote to approve a proposal to reverse split the issued and
outstanding  shares  of  common stock of the Company on the basis of 1 share for
each  3  shares  held.                                                          

INTRODUCTION                                                                    

The  Board  of  Directors  unanimously  adopted  a  resolution  declaring  the  
advisability  of,  and  the  Board  submits  to the shareholders for approval, a
proposal  to  reverse split the issued and outstanding shares of common stock of
the  Company  on  the basis of 1 share for each 3 shares held. The Reverse Split
will  result  in  one  share of common stock being outstanding for each 3 shares
issued  and  outstanding  immediately  prior  to the Reverse Split. The proposal
would reduce the number of outstanding shares of the Company's Common Stock from
95,608,532  shares to approximately 31,869,511 shares. Upon the affirmative vote
of  shareholders  to  effect this Reverse Split, the conversion of shares of the
Company's  common  stock  in  connection  with  the  Reverse  Split  will  occur
immediately  and  without  any action on the part of shareholders of the Company
and  without regard to the date or dates certificates representing shares of the
Company's  common  stock  are  physically  surrendered  for transfer or exchange
("Effective  Date").                                                            

EFFECT OF REVERSE STOCK SPLIT                                                   

The effect of the proposed stock split on the holders of common stock will be as
follows:                                                                        

     1.   Holders  of  record  of  fewer  than  3  shares of common stock on the
          Effective  Date  of  the  Reverse  Split will receive one whole share.

     2.   Holders  of record of 3 shares or more on the Effective Date will have
          their  shares  automatically  converted  in the Reverse Split into the
          number of shares equal to the number of their shares divided by 3. Any
          fractional  shares resulting from the Reverse Split will automatically
be  rounded  to  the  nearest  whole  share.                

The  common  stock is currently registered under section 12(g) of the Securities
Exchange  Act  of  1934,  as  amended (the "Exchange Act"), and as a result, the
Company  is  subject  to  the  periodic  reporting and other requirements of the
Exchange  Act. The proposed stock splits will not affect the registration of the
common stock under the Exchange Act, and the Company has no present intention of
terminating  the  registration  under  the  Exchange  Act  in  order to become a
"private"  company.                                                             

Because  the reverse stock split will apply to all issued and outstanding shares
of  Common  Stock  and  outstanding rights to acquire Common Stock, the proposed
reverse  stock  split  will  not  alter                                         

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the  relative  rights and preferences of existing stockholders.  As a result, at
the  Effective  Time of the reverse stock split, the stated capital with respect
to  the Common Stock on the Company's balance sheet will be reduced to one-third
of  its  present  amount,  and  the  additional  paid-in capital account will be
credited  with  the  amount by which such stated capital account is reduced. The
per  share  net  income  or  loss and net book value of the Common Stock will be
increased  because  there  will be fewer shares of the Common Stock outstanding.

If  the  proposed  Reverse Split Amendment is approved at the Annual Meeting and
effected  by the Board of Directors, some stockholders may consequently own less
than  one  hundred  shares  of Common Stock. A purchase or sale of less than one
hundred  shares  (an  "odd  lot" transaction) may result in incrementally higher
trading  costs  through  certain  brokers,  particularly "full service" brokers.
Therefore, those stockholders who own less than one hundred shares following the
reverse  stock  split  may  be required to pay modestly higher transaction costs
should  they  then  determine  to  sell  their  shares  of  Common  Stock.      

Stockholders  have  no  dissenter's  right  under  Delaware law or the Company's
Certificate  of  Incorporation, as amended, or the Company's Bylaws with respect
to  the  reverse  stock  split.                                                 

REASONS FOR THE REVERSE STOCK SPLIT                                             

The  Board  believes that the Reverse Split of the issued and outstanding shares
of  common  stock of the Company is in the best interests of the Company and its
shareholders  for  several  reasons.  The  Reverse  Split  should  enhance  the 
acceptability  of  the common stock by the financial community and the investing
public.  The  reduction in the number of issued and outstanding shares of common
stock  caused  by the Reverse Split is expected to increase the market price per
share  of  the  common  stock. The Board also believes that the proposed Reverse
Split  may  result  in  a  broader  market  for the common stock than that which
currently  exists.   Additionally, the purpose of this amendment, in conjunction
with  Proposal  Number 4, is to allow us a sufficient number of shares of common
stock available for future issuance related to the exercise of stock options and
the  conversion  of  the currently outstanding preferred stock.  In addition, it
will  allow  us  to  have shares of common stock authorized for future potential
capital  raising,  potential  future  acquisitions  and/or  transactions  and   
compensation  plans.  Although  we  continually  evaluate  and discuss potential
capital  raising,  potential  acquisitions  and/or transactions and compensation
plans,  we  currently  have no definite proposals, written or otherwise, at this
time.                                                                           

The  Board  believes that many securities brokerage houses tend to have policies
that  discourage individual brokers within the firms from making transactions in
low  priced stocks.  Some of those policies and practices pertain to the payment
of  broker's  commissions and to time-consuming procedures that function to make
the  handling  of  lower  priced stocks economically unattractive to brokers. In
addition,  the  structure  of  trading commissions also tends to have an adverse
impact  upon holders of lower priced stock because the brokerage commission on a
sale  of lower priced stock generally represent a higher percentage of the sales
price  than  the  commission  on  a relatively higher priced issue. The proposed
Reverse Split may result in a price level for the Common Stock that will reduce,
to  some  extent,  the  effect of the above-referenced policies and practices of
brokerage  firms  and  may diminish the adverse impact of trading commissions on
the  market  for  the common stock, although there can be no assurance that such
will  be  the  case.                                                            

There  can  be  no  assurance  that  any  or  all  of  these effects will occur;
including,  without  limitation, that the market price per share of common stock
after the Reverse Split will be greater than the market price pre-split, or that
such  price  will either exceed or remain in excess of the current market price.
Further,  there  is  no  assurance  that the market for the common stock will be

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improved. Stockholders should note that the Board cannot predict what effect the
reverse  split  will  have  on  the  market  price  of  the  Common  Stock.     

REDUCTION  OF  SHAREHOLDER  BASE.                                               

As  of  June  1,  2006,  the Company believes that none of the record holders of
common  stock owned fewer than 3 shares of common stock. Therefore, there should
be  no  reduction  in  the  shareholder  base.                                  

EXCHANGE OF STOCK CERTIFICATES                                                  

As  soon  as practicable after the Effective Date, the Company will send Letters
of  Transmittal  to  all shareholders of record on the Effective Date for use in
transmitting stock certificates ("old certificates") to the Transfer Agent. Upon
proper  completion and execution of the Letter of Transmittal and return thereof
to  the  Transfer  Agent,  together with old certificates, each shareholder will
receive  certificates  ("new  certificates")  representing  the  number of whole
shares  of  common  stock  into  which  their  shares  of common stock have been
converted  as  a  result  of  the  proposed  stock  splits. Until surrendered or
exchanged,  each  outstanding old certificate held by a shareholder who holds of
record 3 or more shares shall be deemed for all purposes to represent the number
of  whole  shares  to  which  the holder is entitled as a result of the proposed
Reverse  Split and if transferred or sold, will automatically be reissued in the
transferee's name in the new post-split number of shares. Further, any rights to
acquire  the  Company's  common stock will be subject to automatic adjustment to
reflect  the  one  share  for  3  shares  Reverse  Split.                       

The  Board  of Directors reserves the right, even after stockholder approval, to
forego  or  postpone  the  filing of the Reverse Split Amendment approved by the
stockholders  if  it determines such is not in the best interests of the Company
and  the  Company's  stockholders.                                              

In  this  proposal,  the Company's stockholders are being asked to authorize the
Board  of  Directors,  in  its discretion, to amend the Company's Certificate of
Incorporation, as amended, to effect a one-for-three reverse split of the issued
and  outstanding  Common  Stock without further approval or authorization of the
Company's  stockholders,  at any time prior to the Company's next annual meeting
of  stockholders.                                                               

If  approved  by  the  Company's  stockholders  and  implemented by the Board of
Directors, the proposed one-for-three reverse stock split would become effective
by  filing  the  Reverse Split Amendment attached hereto as Exhibit "A" with the
Delaware Secretary of State. At 5:00 p.m. eastern time on the date of filing the
Reverse  Split  Amendment  (the  "Effective  Time"):                            

   - each  outstanding share of Common Stock would automatically be changed into
one-third  of  a  share  of  Common  Stock;  and                      

   - the  number  of shares of Common Stock subject to the Company's outstanding
     options,  and  the number of shares reserved for future issuances under the
Company's  stock  plans  will  be  reduced  by  a  factor  of  three. 

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ANTI-TAKEOVER  PROVISIONS                                                       

The  increase  in  the  number of shares of common stock authorized for issuance
could,  under  certain  circumstances,  be  construed as having an anti-takeover
effect.  For  example,  in  the  event  a person seeks to effect a change in the
composition  of  our  Board of Directors or contemplates a tender offer or other
transaction  involving  the  combination of the Company with another company, it
may  be  possible  for  us to impede the attempt by issuing additional shares of
common  stock, thereby diluting the voting power of the other outstanding shares
and  increasing  the  potential  cost  to  acquire  control  of  the Company. By
potentially  discouraging  initiation  of any such unsolicited takeover attempt,
our  Articles of Incorporation may limit the opportunity for our stockholders to
dispose  of  their  shares  at  the higher price generally available in takeover
attempts  or  that  may  be  available  under  a  merger  proposal. The proposed
amendment  may  also  have  the  effect  of  permitting  our current management,
including  our board of directors, to retain its position indefinitely and place
it  in a better position to resist changes that stockholders may wish to make if
they  are  dissatisfied  with  the  conduct  of  our  business.                 

The  proposed  amendment  also increases the number of shares of preferred stock
which could be issued by the Board in series with such rights (including voting,
dividends and conversion), preferences and designations as it deems necessary or
advisable  without  any  action  by the Company's stockholders. This is commonly
referred  to as "blank check" preferred stock which is available to and utilized
by  corporations  to  satisfy  their continuing capital requirements. Having the
authority  to  create  equity  instruments  with  any  number of provisions will
provide  us  with  the  greatest  possible  flexibility  in financing the future
operations  of  the  Company.  For  example,  the  availability  of  blank check
preferred  stock  will permit the Board negotiate the precise terms of an equity
investment  by simply creating a new series of preferred stock without incurring
the  cost  and  delay  of  obtaining stockholder approval. This flexibility will
permit  us  to take advantage of market conditions as they occur and put us in a
better  position to effectively negotiate with and satisfy the precise financial
criteria  of  any  investor  in  a  timely  manner.                             

The  availability  of  undesignated  preferred  stock  may have certain negative
effects  on  the  rights  of  the  Company's  common  stockholders. The proposed
amendment  will  permit  the  Board,  without  stockholder  approval,  to  issue
additional  shares  of  preferred  stock with dividend, liquidation, conversion,
voting  or  other  rights  which  are superior to and could adversely affect the
voting  power  or other rights of the holders of our common stock. Specifically,
the  Company  will be in a position to issue securities which would grant to the
holders thereof, preferences or priorities over the holders of common stock with
respect  to,  among  other things, liquidation, dividends and voting. This could
result  in holders of common stock receiving less in the event of a liquidation,
dissolution  or  other winding up of the Company, reduce the amount of funds, if
any, available for dividends on common stock, and dilute the voting power of the
holders  of  common  stock.                                                     

In  addition,  the additional shares of preferred stock could be utilized, under
certain  circumstances,  as  a  method of discouraging, delaying or preventing a
change  in  control  of  the Company. For example, the Board could designate and
issue  a  series of preferred stock in an amount that sufficiently increases the
number  of  outstanding  shares  to overcome a vote by the holders of our common
stock  or with rights and preferences that include special voting rights to veto
a  change  in  control. The effect of such provisions could delay or frustrate a
merger,  tender  offer  or proxy contest, the removal of incumbent directors, or
the  assumption  of control by stockholders, even if such proposed actions would
be  beneficial to our stockholders. This could include discouraging bids for the
Company  even  if such bid represents a premium over the Company's then existing
trading  price and thereby prevent stockholders from receiving the maximum value
for  their  shares.                                                             

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FEDERAL INCOME TAX CONSEQUENCES                                                 

The following description of the material federal income tax consequences of the
reverse  stock  split  is  based  on  the  Code, applicable Treasury Regulations
promulgated  thereunder,  judicial  authority and current administrative rulings
and  practices  as in effect on the date of this Proxy Statement. Changes to the
laws could alter the tax consequences described below, possibly with retroactive
effect.  The Company has not sought and will not seek an opinion of counsel or a
ruling  from  the  Internal  Revenue  Service  regarding  the federal income tax
consequences  of  the  reverse  stock  split.  This  discussion  is  for general
information  only  and  does not discuss the tax consequences which may apply to
special  classes  of  taxpayers  (e.g.,  non-resident aliens, broker/ dealers or
insurance  companies). The state and local tax consequences of the reverse stock
split  may  vary  significantly  as  to  each  stockholder,  depending  upon the
jurisdiction  in  which  such  stockholder  resides.  Stockholders  are urged to
consult their own tax advisors to determine the particular consequences to them.

The  Company believes that because the reverse stock split is not part of a plan
to increase periodically a stockholder's proportionate interest in the Company's
assets  or  earnings  and  profits, the reverse stock split will likely have the
following  federal  income  tax  effects:                                       

          A  stockholder  who  receives  solely  a  reduced  number of shares of
          Common Stock will not recognize gain or loss. In the aggregate, such a
          stockholder's  basis  in  the reduced number of shares of Common Stock
          will  equal the stockholder's basis in its old shares of Common Stock.

The  Company  will  not  recognize  any  gain or loss as a result of the reverse
stock  split.                                                                   

 _________________________________________________________

(4)  PROPOSAL TO APPROVE AN AMENDMENT TO THE CERTIFICATE
 OF INCORPORATION INCREASING THE AUTHORIZED NUMBER
 OF SHARES OF COMMON STOCK FROM 100,000,000 TO 200,000,000
AND INCREASING THE AUTHORIZED NUMBER OF SHARES
OF PREFERRED STOCK FROM 10,000,000 TO 20,000,000
 _________________________________________________________

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The board of directors unanimously recommends a vote FOR the proposal to approve
an  amendment  to  the  Certificate  of  Incorporation increasing the authorized
number  of shares of common stock from 100,000,000 to 200,000,000 and increasing
the authorized number of shares of preferred stock from 10,000,000 to 20,000,000
after  the three-to-one reverse stock split discussed in Proposal Number 3.  The
affirmative  vote  of  a  majority  of  the  outstanding  shares of Common Stock
entitled  to vote at the Annual Meeting is required for the actions described in
this  Proposal  Number  4.                                                      

Our  Certificate  of  Incorporation  presently  authorizes 100,000,000 shares of
common  stock,  $.001  par  value.  The proposed amendment to the Certificate of
Incorporation will increase the number of authorized shares of common stock from
100,000,000  to 200,000,000 with a stated par value of $.001. On June 1 2006, we
had  95,608,532  shares  of  common  stock outstanding.  On June 1, 2006, we had
9,410,000  options  for  common  stock  outstanding.  If,  on  June 1, 2006, all
options had been exercised, then on that date we would have had an obligation to
issue  an additional 9,410,000 shares of common stock which would have increased
our  outstanding  shares  of  common  stock  to a total of 105,238,532 shares of
common  stock.                                                                  

Our  Certificate  of  Incorporation  presently  authorizes  10,000,000 shares of
preferred  stock, $.001 par value.  The proposed amendment to the Certificate of
Incorporation  will  increase  the  number  of  shares  of  preferred stock from
10,000,000  to 20,000,000 with a stated par value of $.001.  On June 1, 2006, we
had  4,500,000  shares of preferred stock outstanding which are convertible into
20,046,154  shares  of  common stock.  If, on June 1, 2006, all preferred shares
had  been  converted  into  common stock, then on that date we would have had an
obligation  to issue an additional 20,046,154 shares of common stock which would
have  increased our outstanding shares of common stock to a total of 115,654,686
shares  of  common  stock.                                                      

If,  on  June 1, 2006, all preferred shares had been converted into common stock
and  all  options  had  been  exercised,  then on that date we would have had an
obligation  to issue an additional 29,456,154 shares of common stock which would
have  increased our outstanding shares of common stock to a total of 125,064,686
shares  of  common  stock.                                                      

The  purpose  of this amendment is to allow us to reserve a sufficient number of
shares  of common stock available for future issuance related to the exercise of
stock  options  and the conversion of the currently outstanding preferred stock.
In  addition,  it  will  allow  us to have shares of common stock authorized for
future  potential  capital  raising,  potential  future  acquisitions  and/or   
transactions  and  compensation  plans.  Although  we  continually  evaluate and
discuss  potential  capital  raising, potential acquisitions and/or transactions
and  compensation  plans,  we  currently  have no definite proposals, written or
otherwise,  at  this  time.  In  the  event the Shareholders do not approve this
Proposal  4  to  increase  the  number  of authorized shares of common stock and
preferred  stock,  it  would reduce or eliminate our ability to raise additional
capital through the issuance of common stock or to issue any convertible debt as
we  will  not  have  sufficient shares of common stock available for conversion.

The  amendment  will  amend  ARTICLE  IV  to  read  as  follows:      

"ARTICLE  IV                                                          

     The  aggregate number of shares of common stock which the corporation shall
     have  authority  to  issue is 200,000,000 shares of common stock, par value
     $.001 per share. No share of common stock shall be issued until it has been
paid  for  and  it  shall  thereafter  be  non-assessable.            

     The  amount  of the total authorized preferred stock of this corporation is
     divided  into  20,000,000  shares  of  preferred  stock at $.001 par value.

     The  Board  of  Directors is authorized to: (i) designate the voting power,
     preferences,  relative participating, optional or other special rights, and
     qualifications,  limitations or restrictions of capital stock and preferred
     stock,  and, (ii) create one or more classes of capital stock and preferred
     stock  and  one  or  more  series  of  capital  stock and preferred stock."

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In  compliance  with Item 13(a), we hereby incorporate by reference all relevant
information  contained in our Form 10-KSB for the fiscal year ended December 31,
2005,  which  is  delivered  herewith.                                          

The  impact of the proposed increased in our authorized capital on the number of
shares  of  preferred  and  common  stock  currently  outstanding,  reserved for
issuance  and  available  for  issuance  will  be  as  follows:                 

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------
                                 Before the increase    After the increase  After the increase 
                                in authorized capital     in authorized        in authorized   
                                  (as of the record        capital upon        capital upon    
                                        date)             disapproval of    approval of reverse
                                                          reverse split       split proposal   
                                                             proposal                          
-----------------------------------------------------------------------------------------------
                                                                                               
Preferred shares outstanding                 4,500,000           4,500,000            4,500,000

-----------------------------------------------------------------------------------------------
Preferred shares available for               5,500,000          15,500,000           15,500,000
issuance                                                                                       
-----------------------------------------------------------------------------------------------
Common shares outstanding                   95,608,532          95,608,532           31,869,511

-----------------------------------------------------------------------------------------------
Common shares reserved for                  29,456,154          29,456,154            9,818,718
issuance                                                                                       
-----------------------------------------------------------------------------------------------
Common shares available for                          0          74,935,314          158,311,771
issuance                                                                                       
-----------------------------------------------------------------------------------------------

 ___________________________________________________________________

 (5)     OTHER MATTERS
 ___________________________________________________________________

The  Board  of  Directors  is not aware of any other matters to be presented for
action  at  the  Annual  Meeting.  However,  if  any  other  matter  is properly
presented at the Annual Meeting, it is the intention of the persons named in the
enclosed  proxy  to vote in accordance with their best judgment on such matters.

FUTURE PROPOSALS OF STOCKHOLDERS                                                

The deadline for stockholders to submit proposals to be considered for inclusion
in  the  Proxy  Statement for the 2006 Annual Meeting of Stockholders is January
15,  2007.                                                                      

                                  BY ORDER OF THE BOARD OF DIRECTORS
              /S/ ALEX GENIN
                     CHAIRMAN OF THE BOARD

JUNE 22, 2006                                                                   
HOUSTON, TEXAS                                                                  

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Exhibit "A" 

 STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION 

FIRST  CAPITAL  INTERNATIONAL,  INC., a corporation organized and existing under
and  by  virtue  of  the  General  Corporation  Law  of  the  State of Delaware,

DOES  HEREBY  CERTIFY:                                                

   FIRST:  At  a  meeting  of  the  Board  of  Directors  of  FIRST  CAPITAL
INTERNATIONAL,  INC.,  resolutions  were duly adopted setting forth one proposed
amendment  of  the  Certificate  of Incorporation of said corporation, declaring
said  amendments  to  be  advisable and calling a meeting of the stockholders of
said  corporation  for  consideration thereof.  The resolution setting forth the
proposed  amendments  is  as  follows:                                          

     RESOLVED,  that  the  Certificate  of  Incorporation of this corporation be
amended  by  changing  the  Article  thereof  numbered  "Article IV" so that, as
amended,  said  Article  shall  be  and  read  as  follows:                     

     "The aggregate number of shares of common stock which the corporation shall
     have  authority  to  issue is 200,000,000 shares of common stock, par value
     $.001 per share. No share of common stock shall be issued until it has been
paid  for  and  it  shall  thereafter  be  non-assessable.            

     The  amount  of the total authorized preferred stock of this corporation is
     divided  into  20,000,000  shares  of  preferred  stock at $.001 par value.

     The  Board  of  Directors is authorized to: (i) designate the voting power,
     preferences,  relative participating, optional or other special rights, and
     qualifications,  limitations or restrictions of capital stock and preferred
     stock,  and, (ii) create one or more classes of capital stock and preferred
     stock  and  one  or  more  series  of  capital  stock and preferred stock."

     SECOND:  That thereafter, pursuant to resolution of its Board of Directors,
a  meeting of the stockholders of said corporation was duly called and held upon
notice  in  accordance  with  Section  222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute  were  voted  in  favor  of  the  amendment.                            

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242  of  the  General  Corporation  Law of the State of
Delaware.                                                                       

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IN  WITNESS  WHEREOF,  said  FIRST  CAPITAL  INTERNATIONAL, INC. has caused this
certificate  to  be  signed  by  Alex  Genin,  its  President  and  attested  by
          ,  its                  , this       day of                      2006.
----------        ----------------       -----        --------------------      

                       First Capital International, Inc.

By:       
                                      ------------------------------------------
           Alex Genin, President
ATTEST:                                                                         

By:                                                                             
-----------------------------                                             
,                                   
-------------------   -------------------                                 

THE STATE OF TEXAS  Sec.                                                        
COUNTY OF HARRIS    Sec.                                                        

     BEFORE  ME, the undersigned authority, on this day personally appeared Alex
Genin,  known  to  me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration  therein  expressed.                                              

     GIVEN  UNDER  MY  HAND  AND SEAL of this office the       day of June 2006.
                                       -----

/seal/                                                                          
                               -----------------------------
                          NOTARY PUBLIC IN AND FOR
                    THE STATE OF TEXAS

THE STATE OF TEXAS  Sec.                                                        
COUNTY OF HARRIS    Sec.                                                        

     BEFORE  ME,  the  undersigned  authority,  on  this day personally appeared
           ,  known  to  me  to  be  the  person whose name is subscribed to the
-----------                                                                     
foregoing  instrument  and  acknowledged to me that he executed the same for the
purposes  and  consideration  therein  expressed.                               

     GIVEN  UNDER  MY  HAND  AND  SEAL of this office the      day of June 2006.
                                        ----

/seal/                                                                          

-----------------------------------------                             

                        NOTARY PUBLIC IN AND FOR
                  THE STATE OF TEXAS

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRER14A’ Filing	Date	First	Last	Other Filings

	6/30/08	11		10-Q
	5/15/08	11		NT 10-Q
	12/20/07	7	11	4
	3/25/07	11
	3/11/07	11
	2/1/07	7	10
	1/15/07	22
	12/31/06	2	13	10KSB, 10KSB/A, NT 10-K
	10/14/06	10
	7/14/06	2	3	DEF 14A
	6/30/06	10		10QSB
	6/22/06	2	22
Filed on:	6/15/06			UPLOAD
	6/14/06	15
	6/1/06	2	21
	5/15/06	11		10QSB
	12/31/05	6	22	10KSB, 10KSB/A, NT 10-K
	11/15/05	14		8-K/A
	10/10/05	13	14
	10/5/05	13
	10/3/05	13		8-K, 8-K/A
	3/25/05	11
	3/11/05	11
	12/31/04	7	15	10KSB, NT 10-K
	3/11/04	11
	12/31/03	7		10KSB
	2/6/03	10
				List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/26/06  SEC                               UPLOAD¶     9/28/17    1:33K  First Capital International Inc.

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Revised Preliminary Proxy Solicitation Material — Sch. 14AFiling Table of Contents

‘PRER14A’ — First Capital International Prer 14A 07-14-2006Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

On: Thursday, 6/15/06, at 5:28pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1140361-6-9220 · File #: 0-26271

Revised Preliminary Proxy Solicitation Material — Sch. 14A
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