<TABLE>
<CAPTION>
<S> <C>
-----------------------------
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
-----------------------------
-----------------------------
NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER
33-58694
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR -----------------------------
-----------------------------
CUSIP NUMBER
For Period Ended: ________________ -----------------------------
[ ] 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:
-------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name of Registrant
Richard Barric Fragrances, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Former Name if Applicable
14988 N. 78th Way, Suite #203
- ------------------------------------------------------------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Scottsdale, Arizona 85260
- ------------------------------------------------------------------------------------------------------------------------------------
City, State and Zip Code
PART II -- RULE 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 appropriate box.)
[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, Form 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 why the Form 10-K, 11-K, 20-F 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.)
SEC 1344 (6/94)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART IV--OTHER INFORMATION
<C> <S>
(1) Name and telephone number of person to contact in regard to this notification
Charles D. Snead, Jr. (602) 483-1466
-------------------------------------------- ------------------------------- -------------------------------------------------
(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 report(s) been filed? If the answer
is 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 quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
See Attachment A
--------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
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 29, 1997 By /s/ Charles D. Snead Jr.
------------------------------------- -----------------------------------------------------
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 --------------------------------------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
- ------------------------------------------------------------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 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 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 notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely 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 or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
</TABLE>
(102196DTI)
<PAGE>
ATTACHMENT A
Since selling virtually all of its assets on June 28, 1996, Registrant has not
conducted any operations or acquired a new line of business. Registrant has ,
however, engaged in various transactions in an effort to eliminate the
possibility of a forced liquidation of the Company by its preferred shareholders
and to make Registrant a more attractive acquisition candidate. Registrant's
staff has continued to consist of two officers who are part time consultants to
the Company. Registrant has no employees. On June 18, 1997, just prior to the
end of its fiscal year, Registrant completed a disposition of assets to its
preferred shareholders that eliminated the prospect of a forced liquidation of
the Company. This and other transactions during the year required greater than
anticipated work by the officer-consultants and outside auditors which has not
yet been completed. Registrant's reduced staffing mandated by its limited
resources has caused the Registrant to be unable to timely file the subject
report without unreasonable effort and expense.
The Registrant anticipates that the net loss for the fiscal year ended June 30,
1997 will amount to approximately $611,000 ($0.13 per share), including a loss
of $575,000 on the exchange of Parlux Stock to preferred shareholders. While not
comparable because of discontinued operations, Registrant recorded net income of
$267,827 ($0.06 per share) for the fiscal year ended June 30, 1996 which
included a loss from discontinued operations of $4,828,165, a gain on
disposition of assets of discontinued operations of $2,280,836 and a gain on
extinguishment of debt of $2,815,156.
