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Commission File No.: 1-10320
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F
|_| Form 10-Q |_| Form N-SAR
For Period Ended: June 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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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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:
PART I - REGISTRANT INFORMATION
FBR Capital Corporation
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Full Name of Registrant
Richard Barrie Fragrances, Inc.
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Former Name if Applicable
14988 N. 78th Way, Suite 203
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Address of Principal Executive Office (Street and Number)
Scottsdale, Arizona 85260
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City, State and Zip Code
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, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on
Form 10-Q, or 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed) SEE ATTACHMENT A
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Charles D. Snead, Jr. (602) 922-5213
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(Name) (Area Code) (Telephone Number)
(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 reports)
been filed? If answer is no, identify report(s) |X| Yes |_| No
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(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
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See Attachment A
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FBR Capital Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date September 30, 1996 By: /s/ Charles D. Snead, Jr.
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Charles D. Snead, Jr.,
President
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 in
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 notification s 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 notification.
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ATTACHMENT A
On June 28, 1996, immediately prior to its fiscal year end, 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 Company'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, on June 28, 1996, the Registrant sold virtually all of its
assets. The Registrant anticipates that the loss from discontinued operations
will amount to approximately $4,828,000 as compared to a loss from operations of
$876,000 in fiscal 1995. As a result of a gain on disposal of assets and the
extinguishment of debt occuring simultaneously with the sale of assets, the
Registrant anticipates recording net income of approximately $268,000 ($.06 per
share) as compared to a net loss of $876,000 ($.20 per share) in fiscal 1995.
