-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TXPK4No2V40y9XB+hh8+wND7d2oqqLudS0WG8T9PA0Dn7CsQGwTEyM6O9/qOTHJF K3UBogqI3oP/wnlEzhpAew== 0000950147-99-000243.txt : 19990319 0000950147-99-000243.hdr.sgml : 19990319 ACCESSION NUMBER: 0000950147-99-000243 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FBR CAPITAL CORP /NV/ CENTRAL INDEX KEY: 0000836937 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133465289 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 033-58694 FILM NUMBER: 99568212 BUSINESS ADDRESS: STREET 1: 15 EXECUTIVE BLVD CITY: ORANGE STATE: CT ZIP: 06477 BUSINESS PHONE: 2037994609 MAIL ADDRESS: STREET 1: 15 EXECUTIVE BLVD CITY: ORANGE STATE: CT ZIP: 06477 FORMER COMPANY: FORMER CONFORMED NAME: BARRIE RICHARD FRAGRANCES INC DATE OF NAME CHANGE: 19920703 10QSB/A 1 AMENDMENT NO. 1 TO FORM 10-QSB OF FBR CAPITAL 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 DECEMBER 31, 1998 [ ] 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 33-58694 FBR CAPITAL CORPORATION ----------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 13-3465289 - ------------------------------- ---------------- (State of Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification No.) 14988 North 78th Way, Suite 203, Scottsdale, Arizona 85260 ---------------------------------------------------------- (Address of Principal Executive Offices) (602)483-1466 ---------------------------------------------- (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 errors in the Statements of Operations for the three months and six months ended December 31, 1997 included in Part 1, Item 1. Page 1 of 8 Total Pages Exhibit Index - None PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FBR CAPITAL CORPORATION BALANCE SHEETS DECEMBER 31 JUNE 30 ASSETS 1998 1998 ----------- ----------- (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents $ 1,374 $ 15,223 Investment in U.S. Government Treasury Bills 270,240 275,670 Investment in common stock of Parlux Fragrances, Inc. 14,237 53,541 Other current assets 1,656 4,536 ----------- ----------- TOTAL ASSETS $ 287,507 $ 348,970 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 6,506 $ 4,691 Accrued expenses 11,274 9,449 Convertible notes payable 19,500 19,500 ----------- ----------- Total current liabilities 37,280 33,640 ----------- ----------- SERIES A REDEEMABLE PREFERRED STOCK: $.01 par value; 529 shares authorized; 2 shares issued and outstanding; at liquidation value of $5,600 per share 11,200 11,200 ----------- ----------- STOCKHOLDERS' EQUITY (DEFICIT): Preferred stock, $.01 par value; 10,000,000 shares authorized; no shares outstanding except 2 shares issued as Series A Redeemable Preferred Stock -- -- Common stock, $.005 par value; 16,777,667 shares authorized; 4,648,205 shares issued and outstanding 23,241 23,241 Additional paid-in capital 9,337,192 9,337,192 Accumulated deficit (9,013,461) (8,834,150) Accumulated other comprehensive loss (107,945) (222,153) ----------- ----------- Total stockholders' equity 239,027 304,130 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 287,507 $ 348,970 =========== =========== The accompanying notes are an integral part of these balance sheets. -2- FBR CAPITAL CORPORATION STATEMENTS OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997 (UNAUDITED) 1998 1997 ---- ---- Operating expenses $ (52,207) $ (72,927) ---------- ---------- Loss from operations (52,207) (72,927) ---------- ---------- Other income (expense): Interest expense (1,475) (1,474) Interest income 6,227 9,528 Other income -- 1,304 Realized loss on disposal of Parlux common stock (131,856) -- ---------- ---------- Other income (expense), net (127,104) 9,358 ---------- ---------- Net loss (179,311) (63,569) Other comprehensive loss: Unrealized loss on investment: Unrealized holding loss arising during period (18,435) (23,704) ---------- ---------- Comprehensive loss $ (197,746) $ (87,273) ========== ========== Loss per common share and common share equivalents $ (.04) $ (.01) ========== ========== Weighted average common share and common share equivalents outstanding 4,648,205 4,648,205 ========== ========== The accompanying notes are an integral part of these statements. -3- FBR CAPITAL CORPORATION STATEMENTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997 (UNAUDITED) 1998 1997 ---- ---- Operating expenses $ (20,418) $ (32,384) ---------- ---------- Loss from operations (20,418) (32,384) ---------- ---------- Other income (expense): Interest expense (737) (737) Interest income 2,969 4,640 Realized loss on disposal of Parlux common stock (131,856) -- ---------- ---------- Other income (expense), net (129,624) 3,903 ---------- ---------- Net loss (150,042) (28,481) Other comprehensive loss: Unrealized loss on investment: Unrealized holding loss arising during period (16,062) (2,288) ---------- ---------- Comprehensive loss $ (166,104) $ (30,769) ========== ========== Loss per common share and common share equivalents $ (.03) $ (.01) ========== ========== Weighted average common share and common share equivalents outstanding 4,648,205 4,648,205 ========== ========== The accompanying notes are an integral part of these statements. -4- FBR CAPITAL CORPORATION STATEMENTS OF CASH FLOWS SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997 (UNAUDITED) 1998 1997 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(179,311) $(60,069) --------- -------- Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Realized loss on disposal of Parlux common stock 153,512 -- (Increase) decrease in: Other current assets 2,880 1,694 Increase (decrease) in: Accounts payable and accrued expenses 3,640 3,329 --------- -------- Total adjustments 160,032 5,023 --------- -------- Net cash used in operations activities (19,279) (55,046) --------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Receipts of amount due from acquiror of discontinued operations -- -- Investment in U.S. Government Treasury Bills -- -- Proceeds from sale of U.S. Government Treasury Bills 5,430 57,278 --------- -------- Net cash provided by investing activities 5,430 57,278 --------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (13,849) 2,232 CASH AND CASH EQUIVALENTS, beginning of period 15,223 10,238 --------- -------- CASH AND CASH EQUIVALENTS, end of period $ 1,374 $ 12,470 ========= ======== The accompanying notes are an integral part of these statements. -5- FBR CAPITAL CORPORATION NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED DECEMBER 31, 1998 (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 six month and three month periods ended December 31, 1998 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, 1998. 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 "Accumulated Other Comprehensive Loss", in accordance with Statement of Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE INCOME. 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 1998 and 1997 as their inclusion would have an anti-dilutive effect on those results. INCOME TAXES The Company has a net operating loss carryforward of approximately $6,800,000 at December 31, 1998. 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 2013. Due to a greater than 50% change in the ownership of the Company, as -6- FBR CAPITAL CORPORATION NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED) 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. RECENTLY ISSUED ACCOUNTING STANDARD During 1998, the Company adopted Financial Accounting Standards Board Statement NO. 130, REPORTING COMPREHENSIVE INCOME (SFAS No. 130). SFAS No. 130 requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosures of certain financial information that historically has not been recognized in the calculation of net income. At December 31, 1998, the Company held an investment classified as available-for-sale, which has an unrealized loss of $18,435 for the six months ended December 31, 1998. SUBSEQUENT EVENT On February 16, 1999, the Company agreed in principle to acquire all of the outstanding shares of Vitrix Incorporated ("Vitrix"), a private corporation, that is a developer and provider of software and hardware for time and labor management solutions for businesses of all sizes. Vitrix products are designed to improve productivity by automating collection of time and attendance data, staff scheduling and management of labor resources. FBR will acquire the Vitrix shares for a combination of newly-issued FBR common stock and Series B FBR preferred shares that are convertible into FBR common shares. Under the proposed transaction, after issuance and conversion of the FBR shares, the Vitrix shareholders will own 80% of the outstanding shares of FBR and the current shareholders of FBR will own 20%. FBR currently has 4,648,205 shares issued and outstanding. The proposed transaction is subject to certain conditions including negotiation of a definite agreement and is subject to the approval of the Board of Directors of FBR and the written approval of at least 90% of the Vitrix shareholders. -7- FBR CAPITAL CORPORATION 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: March 16, 1999 By: /s/ Charles D. Snead, Jr. -------------------------------- Charles D. Snead, Jr., President -8- -----END PRIVACY-ENHANCED MESSAGE-----