U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and
Form 10-QSB [ ]Form N-SAR
For period ended: September 30, 1996.
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Entire Quarterly Report on Form
10-QSB for the period ended September 30, 1996.
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Part I - Registrant Information
Full Name of Registrant: FBR Capital, Inc.
Former Name if Applicable: Richard Barrie Fragrances, Inc.
Address of Principal Executive Office (Street and Number): 14988 N. 78th Way,
Suite 203
(City, State and Zip Code): Scottsdale, Arizona 85260.
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Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report/portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report/portion thereof will be
filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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Part III - Narrative
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed time period. See Attachment A.
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Part IV - Other Information
(1) Name and telephone number of persons to contact in regard to this
notification: Stephen T. Meadow, 602/279-9411.
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the Registrant was required to file such report(s) been
filed? If answer no identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and
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quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. See Attachment A.
FBR Capital, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: November 13, 1996.
FBR Capital, Inc.
by /s/ Stephen T. Meadow
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Stephen T. Meadow, Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934).
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained or filed with the form will
be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended
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notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
file a report solely due to electronic difficulties. Filers unable to submit a
report within the time period prescribed due to difficulties in electronic
filing should comply with either Rule 201 or Rule 202 of Regulation S-T
(ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).
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ATTACHMENT A
On June 28, 1996, the Registrant sold virtually all of its assets, all of its
officers and directors resigned and all of its employees were terminated. The
Registrant's present staff consists of two officers, who are part-time
consultants to the Registrant. The significant change in the nature of the
Registrant's business and the Registrant's reduced staffing (mandated by its
limited resources) causes the Registrant to be unable to timely file, without
unreasonable effort and expense, the subject report.
As indicated above, the Registrant sold virtually all of its assets on June 28,
1996. Accordingly, the Registrant has had no ongoing business to produce
revenues and its only source of income is interest income. This is in comparison
to net sales of $4,064,791 in the quarter ended September 30, 1995. The
Registrant anticipates that the net loss for the quarter ending September 30,
1996 to be approximately $43,000 as compared to net income of $43,154 in same
quarter of fiscal 1995.
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