U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For the quarterly period ended September 30, 1996
Transition report pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File number 1-10320
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FBR Capital Corporation
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(Exact Name of Small Business Issuer as Specified in its Charter)
Nevada 13-3465289
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(State of Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
14988 North 78th Way, Suite 203, Scottsdale, Arizona 85260
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(Address of Principal Executive Offices)
(602)483-1466
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(Issuer's Telephone Number Including Area Code
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report
This amendment is being filed to correct typographical errors in the
Statements of Cash Flows for the three months ended September 30, 1996 and 1995
included in Part 1, Item 1.
Page 1 of 7 Total Pages
Exhibit Index - None
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30 June 30
ASSETS 1996 1996
---- ----
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 181,646 $ 61,871
Investment in U.S. Government Treasury Bills 399,559 -
Investment in common stock of Parlux Fragrances, Inc. 1,757,500 3,746,250
Receivable from acquiror of discontinued operations - 750,000
Other current assets 13,969 6,991
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TOTAL ASSETS $ 2,352,674 $ 4,565,112
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 31,137 $ 121,789
Accrued expenses 90,770 180,417
Convertible notes payable 117,000 117,000
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Total current liabilities 238,907 419,206
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SERIES A REDEEMABLE PREFERRED STOCK:
$.01 par value;
529 shares authorized;
517 shares issued and outstanding;
at liquidation value of $5,600 per share 2,895,200 2,895,200
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STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value;
10,000,000 shares authorized;
no shares outstanding except 517 shares issued as
Series A Redeemable Preferred Stock
Common stock, $.005 par value;
16,777,667 shares authorized;
4,636,698 shares issued and outstanding 23,183 23,183
Additional paid-in capital 7,241,768 7,241,768
Accumulated deficit (6,057,634) (6,014,245)
Unrealized loss on investment (1,988,750) -
------------ -------------
Total stockholders' equity (deficit) (781,433) 1,250,706
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 2,352,674 $ 4,565,112
============ =============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
-2-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Operating expenses $ (43,248) $ -
------------ -------------
Loss from operations (43,248) -
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Other income (expense):
Interest expense (4,424) -
Interest income 4,283 -
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Other income (expense), net (141) -
Income from discontinued operations - 43,154
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Net income (loss) $ (43,389) $ 43,154
============ =============
Earnings per common share and common share equivalents:
Loss per share from continued operations $ (.01) $ -
Income per share from discontinued operations - .01
------------ -------------
Net earnings (loss) per share $ (.01) $ .01
============ =============
Weighted average common share and common share
equivalents outstanding 4,636,698 4,419,548
============ =============
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (43,389) $ -
----------- -----------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation - 124,229
Discontinued operations - 43,154
(Increase) decrease in:
Accounts receivable - (710,842)
Inventories - 555,782
Other assets (6,978) (412,785)
Increase (decrease) in:
Accounts payable and accrued expenses (180,299) 413,083
----------- -----------
Total adjustments (187,277) 12,621
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Net cash used in continuing operations (230,666) (30,533)
Net cash provided by discontinued operations - 43,154
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Net cash provided by (used in) operating activities (230,666) 12,621
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts of amount due from acquiror of discontinued operations 750,000 -
Investment in U.S. Government Treasury Bills (399,559) -
Purchase of property and equipment - (33,118)
----------- ------------
Net cash provided by (used in) investing activities 350,441 (33,118)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 119,775 (20,497)
CASH AND CASH EQUIVALENTS, beginning of period 61,871 339,715
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 181,646 $ 319,218
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB. Accordingly, they do not include all the
information and footnotes required by Generally Accepted Accounting Principles
("GAAP") for complete financial statements. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary for a
fair presentation of the results for the interim periods presented have been
made. The results for the three month period ended September 30, 1996 may not be
indicative of the results for the entire year. These financial statements should
be read in conjunction with the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1996.
Cash and Cash Equivalents and Investments
The Company's policy is to invest cash in excess of operating requirements in
income-producing investments. Temporary cash investments are all highly liquid
investments with maturity of three months or less when purchased and are
considered to be cash equivalents for cash flow purposes. Investments in the
common stock of Parlux Fragrances, Inc., and U.S. Government Treasury Bills are
accounted for in accordance with Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities".
Investment in common stock of Parlux Fragrances, Inc., is classified as
"available for sale". Changes in the market value are reflected in the
stockholders' equity section of the Company's balance sheet under the caption
"Unrealized loss on investment".
Earnings (Loss) Per Common Share
Earnings (loss) per common share is computed by dividing net income (loss) by
the weighted average number of common share and common share equivalents
outstanding during the period. Primary and fully diluted earnings per share are
considered to be the same in all periods. The impact of outstanding warrants and
stock options were not included in the calculation of net loss per share in 1996
and net income per share in 1995, as their inclusion would have an anti-dilutive
effect on those results.
-5-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
Income Taxes
The Company has a net operating loss carryforward of approximately $6,400,000 at
September 30, 1996. Historically, no federal tax benefit has been recorded due
to the uncertainty of the Company's ability to realize benefits by generating
taxable income in the future. These carryforwards expire through fiscal year
2011. Due to a greater than 50% change in the ownership of the Company, as
defined in the Internal Revenue Code, resulting from various equity offerings,
certain restrictions exist as to the use of net operating loss carryforwards to
offset future taxable income.
Although the Company has significant net operating loss carryforwards available
to offset future taxable income, due to the uncertainty as to the Company's
future earnings, a full valuation allowance has been provided to offset all
deferred tax assets. No income taxes have been provided for either of the
interim periods based on the Company's ability to utilize its net operating loss
to offset taxable income, if any, during the periods.
-6-
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FBR CAPITAL CORPORATION
(Registrant)
Dated: January 17, 1997
By: /s/ Charles D. Snead, Jr.
-----------------------------
Charles D. Snead, Jr., President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 181,646
<SECURITIES> 2,157,059
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,352,674
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,352,674
<CURRENT-LIABILITIES> 238,907
<BONDS> 0
2,859,200
0
<COMMON> 23,183
<OTHER-SE> (804,617)
<TOTAL-LIABILITY-AND-EQUITY> 2,352,674
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 43,248
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,424
<INCOME-PRETAX> (43,389)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (43,389)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
