**U.S. Securities and Exchange Commission**

 

**Washington, D.C. 20549**

 

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**FORM 10QSB**

 

**ý**** QUARTERLY REPORT UNDERSECTION 13OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

 

**For the quarterly period ended March 31, 2004**

 

**OR**

 

**o**** TRANSITION REPORTUNDER SECTION 13OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

 

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**Commission FileNo.      **

 

**FIRSTMETROPLEX CAPITAL, INC.**

 

| State of Organization                                       |   | IRS Employer Identification |
|-------------------------------------------------------------|--------|-----------------------------|
| **Texas**                                                   |   | No. 71-0919962         |
|                                                        |   |                        |
| **15950 Dallas Parkway, Suite 525**                         |
| **Dallas, Texas   75248**                              |
|                                                        |   |                        |
| Registrant’s telephone number:   **972-720-9000** |

 

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Checkwhether the issuer (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90days.      (1) Yes  ý No  o   (2) Yes  ý No  o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Exchange Act).      oYes  ýNo

 

Asof March 31, 2004, no shares of the Registrant’s common stock wereoutstanding.

 

 

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**FIRST METROPLEX CAPITAL, INC.**

**DALLAS, TEXAS**

**(A DEVELOPMENT STAGE ENTERPRISE)**

 

**BALANCE SHEET**

**(UNAUDITED)**

 
|                                                                                      |   | **March 31,  2004** |      | **December 31,  2003** |     |
|-------------------------------------------------------------------------------------------|--------|--------------------------|-----------|-----------------------------|----------|
| Assets                                                                                    |   |                     |      |                        |     |
| Cash                                                                                      |   | $                        | 351,411   |                        | $        | 342,711 |   |
| Prepaid expenses                                                                          |   | 53,715                   |      | 60,430                      |     |
| Property and equipment, net of accumulated  depreciation of $3,003 and $890, respectively |   | 34,045                   |      | 28,521                      |     |
| Construction-in-progress                                                                  |   | 17,785                   |      | —                      |     |
| Other assets                                                                              |   | 26,502                   |      | 24,717                      |     |
| Deferred tax asset                                                                        |   | 133,437                  |      | —                      |     |
|                                                                                      |   |                     |      |                        |     |
| **Total assets**                                                                          |   | $                        | 616,895   |                        | 456,379  |   |
|                                                                                      |   |                     |      |                        |     |
| Liabilities                                                                               |   |                     |      |                        |     |
| Accrued expenses                                                                          |   | —                   |      | $                           | 14,445   |   |
| Advances from organizers                                                                  |   | $                        | 1,380,000 |                        | $        | 1,062,500 |   |
|                                                                                      |   |                     |      |                        |     |
| **Total liabilities**                                                                     |   | $                        | 1,380,000 |                        | $        | 1,076,945 |   |
|                                                                                      |   |                     |      |                        |     |
| Stockholders’ deficit                                                                |   |                     |      |                        |     |
| Capital stock, par value $.01, 10,000,000  shares authorized, none issued and outstanding |   | —                   |      | —                      |     |
| Deficit accumulated in the development  stage                                             |   | $                        | (763,105  | )                           | (620,566 | ) |
|                                                                                      |   |                     |      |                        |     |
| **Total liabilities and stockholders’ deficit**                                      |   | $                        | 616,895   |                        | $        | 456,379 |   |

 

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**FIRST METROPLEX CAPITAL, INC.**

**DALLAS, TEXAS**

**(A DEVELOPMENT STAGE ENTERPRISE)**

 

**STATEMENT OF OPERATIONS**

**(UNAUDITED)**

 
|                                        |   | **For the  three  months ended  March 31, 2004** |     | **Inception  (February 20, 2003)  to December 31, 2003** |   |
|---------------------------------------------|--------|-------------------------------------------------------|----------|--------------------------------------------------------------------|--------|
|                                        |   |                                                  |     |                                                               |   |
| Expenses                                    |   |                                                  |     |                                                               |   |
| Professional fees                           |   | $                                                     | 58,807   |                                                               | $      | 91,339 |   |
| Consulting fees                             |   | 122,501                                               |     | 284,066                                                            |   |
| Regulatory application and filing fees      |   | —                                                |     | 45,037                                                             |   |
| Management fees                             |   | 25,500                                                |     | 85,000                                                             |   |
| Payroll expense                             |   | 47,935                                                |     | 86,463                                                             |   |
| Depreciation                                |   | 2,113                                                 |     | 890                                                                |   |
| Miscellaneous                               |   | 33,565                                                |     | 27,771                                                             |   |
|                                        |   |                                                  |     |                                                               |   |
| **Loss before  provision for income taxes** |   | $                                                     | (290,421 | )                                                                  | $      | (620,566 | ) |
|                                        |   |                                                  |     |                                                               |   |
| **Income tax benefit  (expense)**           |   | $                                                     | 42,519   |                                                               | — |   |
|                                        |   |                                                  |     |                                                               |   |
| **Net income (loss)**                       |   | $                                                     | (247,902 | )                                                                  | — |   |

 

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**FIRST METROPLEX CAPITAL, INC.**

**DALLAS, TEXAS**

**(A DEVELOPMENT STAGE ENTERPRISE)**

**NOTES TO FINANCIAL STATEMENTS**

**MARCH 31, 2004**

 

**NOTE 1 - BASIS OF PRESENTATION**

 

Theaccompanying financial statements have been prepared in accordance withgenerally accepted accounting principles for interim financial information andwith the instructions to Form 10-QSB. Accordingly, they do not include all the information and footnotes requiredby generally accepted accounting principles for complete financialstatements.  In the opinion ofmanagement, all adjustments (consisting of normal recurring accruals)considered necessary for a fair presentation have been included.  Operating results for the three-month periodended March 31, 2004 are not necessarily indicative of the results thatmay be expected for the year ending December 31, 2004.  These statements should be read inconjunction with the financial statements and footnotes thereto included in theprospectus dated April 30, 2004.

 

**NOTE 2 - SUMMARY OF ORGANIZATION**

 

TheCompany is a proposed one-bank holding company with respect to a de novo bank,T Bank, N.A. (In Organization), Dallas, Texas (the “Bank”).  The Company filed applications with theOffice of the Comptroller of the Currency (the “OCC”) to charter the Bank andwith the Federal Deposit Insurance Corporation (the “FDIC”) for federal depositinsurance.  Preliminary approvals ofeach of these applications has been received. The Company expects to file an application with the Federal Reserve Bankof Dallas for prior approval to form a bank holding company within the nextsixty days.

 

TheCompany is a development stage enterprise as defined by the FinancialAccounting Standards Board Statement No. 7, “Accounting and Reporting byDevelopment Stage Enterprises,” as it devotes substantially all its efforts toestablishing a new business, its planned principal operations have notcommenced and there has been no significant revenue from the planned principaloperations.

 

**ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATION.**

 

Thefollowing discussion and analysis provides information which the Companybelieves is relevant to an assessment and understanding of the Company’sresults of operations and financial condition. This discussion should be read in conjunction with the financialstatements and accompanying notes appearing in this report.

 

**OVERVIEW**

 

FirstMetroplex Capital, Inc. (the “Company”) was incorporated on December 23,2002 to serve as a holding company for a proposed de novo bank, T Bank, N.A.(In Organization), Dallas, Texas (the “Bank”). The Company is still in a development stage and will remain in thatstage until the Bank opens for business. Since its inception, the Company’s main focus has been centered onactivities relating to the organization of the Company and the Bank, conductingthe Company’s initial public offering, applying to the Office of theComptroller of the Currency (the “OCC”) for a bank charter, applying to theFederal Deposit Insurance Corporation (the “FDIC”) for deposit insurance,conducting the sale of the Company’s common stock, interviewing and hiringpersonnel, and preparing the locations from which the Company and itssubsidiary Bank will operate.

 

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TheCompany has filed a Registration Statement on Form SB-2 with the Securities andExchange Commission (the “SEC”) which Registration Statement became effectiveApril 30, 2004.  Pursuant to theRegistration Statement, a minimum of 1,100,000 shares of the Company’s commonstock, $.01 par value per share, and a maximum of 1,400,000 shares of commonstock were registered for sale at an offering price of $10.00 per share.  As of the date of this report, subscriptionsfunds in the amount of $700,000 have been received into escrow for the purchaseof shares.

 

**FINANCIAL RESULTS**

 

Forthe three-month period ended March 31, 2004, net loss amounted to$247,421.  For the three-month periodended March 31, 2004, the primary expenses were consulting fees ($116,395)and professional fees ($58,807). Because the Company is in the organizational stage, it has no operationsfrom which to generate revenues. Because the Company had engaged in no material operations during thethree months ended March 31, 2003, comparative financial information forsuch period is unavailable.  The Companyhas included comparative financial information as of and for the period endedDecember 31, 2003.

 

Initially,the Bank anticipates deriving its revenues principally from interest charged onloans and, to a lesser extent, from interest earned on investments, feesreceived in connection with the origination of loans and other miscellaneousfees and service charges.  Its principalexpenses are anticipated to be interest expense on deposits and operatingexpenses.  The funds for theseactivities are anticipated to be provided principally by operating revenues,deposit growth, purchases of federal funds from other banks, sale of loans andinvestment securities, and partial or full repayment of loans by borrowers.

 

TheBank’s operations will depend substantially on its net interest income, whichis the difference between the interest income earned on its loans and otherassets and the interest expense paid on its deposits and other borrowings.  This difference is largely affected bychanges in market interest rates, credit policies of monetary authorities, andother local, national or international economic factors which are beyond theBank’s ability to predict or control. Large moves in interest rates may decrease or eliminate the Bank’sprofitability.

 

**FUNDING OF OPERATIONS AND LIQUIDITY**

 

TheCompany’s operations from inception through March 31, 2004 have beenfunded from advances made by its organizers. To date, the organizers have advanced $1,380,000 to the Company.  The Company believes that the proceeds to beraised during the initial public offering will provide sufficient capital tosupport the growth of both the Company and the Bank for their initial years ofoperations.  The Company does notanticipate that it will need to raise additional funds to meet expendituresrequired to operate its business or that of the Bank over the initial twelvemonths after a successful offering; all anticipated material expendituresduring that period are expected to be provided for out of the proceeds of theCompany’s initial public offering.

 

**CAPITAL EXPENDITURES**

 

Therehave been no significant capital expenditures undertaken by the Company.  As of March 31, 2004, the Company hadpurchased property and equipment having an aggregate cost of under$35,000.  In addition, the Company hasexpended $17,785 for construction in progress.

 

**ADVISORY NOTE REGARDING FORWARD-LOOKING STATEMENTS**

 

Certainof the statements contained in this report on Form 10-QSB that are nothistorical facts are forward looking statements relating to, withoutlimitation, future economic performance, plans and objectives of management forfuture operations, and projections of revenues and other financial items that

 

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are based on the beliefs of the Company’s management, as well asassumptions made by and information currently available to the Company’smanagement.

 

TheCompany cautions readers of this report that such forward-looking statementsinvolve known and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Company to bematerially different from those expressed or implied by such forward-lookingstatements.  Although the Company’smanagement believes that their expectations of future performance are based onreasonable assumptions within the bounds of their knowledge of their businessand operations, there can be no assurance that actual results will not differmaterially from their expectations.

 

TheCompany’s operating performance each quarter is subject to various risks anduncertainties that are discussed in detail in the Company’s filings with theSecurities and Exchange Commission, including the “Risk Factors”section of the Company’s Registration Statement (Registration No.333-111153) as filed with the Securities and Exchange Commission and declaredeffective on April 30, 2004.

 

**ITEM 3.  CONTROLS ANDPROCEDURES**

 

TheCompany’s Chief Financial Officer has evaluated the Company’s disclosurecontrols and procedures as of a date within 90 days prior to the date of thisfiling, and concluded that these controls and procedures are effective.  There have been no significant changes ininternal controls or in other factors that could significantly affect thesecontrols subsequent to the date of this evaluation.

 

Disclosurecontrols and procedures are the Company’s controls and other procedures thatare designed to ensure that information it is required to disclose in thereports it files under the Exchange Act is recorded, processed, summarized andreported, within the time periods specified in the Securities and ExchangeCommission’s rules and forms. Disclosure controls and procedures include, without limitation, controlsand procedures designed to ensure that information the Company is required todisclose in the reports that it files under the Exchange Act is accumulated andcommunicated to management, including the principal executive and financialofficers, as appropriate, to allow timely decisions regarding requireddisclosure.

 

**PART II.  OTHERINFORMATION**

 

**ITEM 1.  LEGALPROCEEDINGS.**

 

TheCompany is not a party to any pending litigation.

 

**ITEM 2.  CHANGES INSECURITIES AND USE OF PROCEEDS.**

 

Duringthe three months ended March 31, 2004, the Company did not issue anysecurities without registration under the Securities Act of 1933.

 

**ITEM 3.  DEFAULTS UPONSENIOR SECURITIES.**

 

Thisitem is not applicable.

 

**ITEM 4.  SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS.**

 

Nomatters were submitted to a vote of the shareholders of the Company during thethree months ended March 31, 2004.

 

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**ITEM 5.  OTHERINFORMATION.**

 

Thisitem is not applicable.

 

**ITEM 6.  EXHIBITS ANDREPORTS ON FORM 8-K.**

 

(a)                                  The certification pursuant to Rules 13a-15(e)and 15d-15(e) of the Securities Exchange Act is filed as Exhibit 31 hereto.

 

(b)                                 The certification pursuant to Rules 13a-14(b)or Rule 15d-14(b) of the Securities Exchange Act and 18 U.S.C. §1350 is filedas Exhibit 32 hereto.

 

(c)                                  Reports on Form 8-K.  Registrant filed no reports on Form 8-Kduring the three month period ended March 31, 2004.

 

**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
|                           | FIRST  METROPLEX CAPITAL, INC. |
|--------------------------------|--------------------------------|
|                           |                           |
|                           |                           |   |
| Date:  June 14, 2004 | By:                            | /s/ Patrick G. Adams |   |
|                           |                           | Patrick G. Adams |
|                           |                           | Chief Executive Officer |
|                           |                           | (Executive, Financial and Accounting Officer) |

 

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**EXHIBIT INDEX**

 
| **Exhibit  Number** |   | **Description  of Exhibit**                                                                                               |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------|
| **31**              |   | **Certification pursuant to Rules  13a-15(e) and 15d-15(e) of the Securities Exchange Act**                               |
| **32**              |   | **Certification pursuant to Rules  13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act and 18 U.S.C.  §1350** |

 

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