**U.S. Securities and ExchangeCommission**

 

**Washington,D.C.  20549**

 

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**FORM 10QSB**

 

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

 

**For thequarterly period ended September 30, 2004**

 

**OR**

 

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

 

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**CommissionFile No. 333-111153**

 

**FIRSTMETROPLEX CAPITAL, INC.**

 

| State  of Organization                                | IRS  Employer Identification |
|-------------------------------------------------------|------------------------------|
| **Texas**                                             | **No.  71-0919962**          |
|                                                  |                         |
| **16000  Dallas Parkway, Suite 125**                  |
| **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 by Section 13or 15(d) of the Exchange Act during the past 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.      (1) Yes ý   No o    (2) Yes ý   No o

 

Asof September 30, 2004, no shares of the Registrant’s common stock wereoutstanding.

 

 

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**FIRST METROPLEX CAPITAL,INC.**

**DALLAS, TEXAS**

**(A DEVELOPMENT STAGEENTERPRISE)**

** **

**BALANCE SHEET**

** **
| ** **                                                                                 | ** ** | **September 30,  2004** | ** ** | **December 31,  2003** | ** ** |
|--------------------------------------------------------------------------------------------|------------|------------------------------|------------|-----------------------------|------------|
| ** **                                                                                 | ** ** | **(unaudited)**              | ** ** | ** **                  | ** ** |
| Assets                                                                                     |       |                         |       |                        |       |
| Cash                                                                                       |       | $                            | 0          |                        | $          | 342,711 |   |
| Prepaid  expenses                                                                          |       | 51,608                       |       | 60,430                      |       |
| Prepaid rent                                                                               |       | 12,251                       |       | —                      |       |
| Property and  equipment, net of accumulated depreciation of $16,286 and $890, respectively |       | 156,653                      |       | 28,521                      |       |
| Construction-in-progress                                                                   |       | 705,573                      |       | —                      |       |
| Other assets                                                                               |       | 32,545                       |       | 24,717                      |       |
|                                                                                       |       |                         |       |                        |       |
| **Total assets**                                                                           |       | $                            | 958,630    |                        | $          | 456,379 |   |
|                                                                                       |       |                         |       |                        |       |
| Liabilities                                                                                |       |                         |       |                        |       |
| Checks drawn  in excess of deposits                                                        |       | $                            | 2,015      |                        | —     |   |
| Accrued  expenses                                                                          |       | —                       |       | $                           | 14,445     |   |
| Advances  from organizers                                                                  |       | $                            | 2,605,000  |                        | $          | 1,062,500 |   |
|                                                                                       |       |                         |       |                        |       |
| **Total liabilities**                                                                      |       | $                            | 2,607,015  |                        | $          | 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                                              |       | $                            | (1,648,385 | )                           | $          | (620,566 | ) |
|                                                                                       |       |                         |       |                        |       |
| **Total liabilities and stockholders’ deficit**                                       |       | $                            | 958,630    |                        | $          | 456,379 |   |

 

2

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**FIRST METROPLEX CAPITAL,INC.**

**DALLAS, TEXAS**

**(A DEVELOPMENT STAGEENTERPRISE)**

** **

**STATEMENT OF OPERATIONS**

**(UNAUDITED)**

** **
| ** **                      | ** ** | **For the three  months ended  Sept. 30, 2004** | ** ** | **For the three  months ended  Sept. 30, 2003** | ** ** |
|---------------------------------|------------|-------------------------------------------------|------------|-------------------------------------------------|------------|
| Expenses                        |       |                                            |       |                                            |       |
| Professional  fees              |       | $                                               | 5,336      |                                            | $          | 63,725 |   |
| Consulting  fees                |       | 19,520                                          |       | 130,450                                         |       |
| Regulatory  application fees    |       | —                                          |       | 25,000                                          |       |
| Management  fees                |       | 25,500                                          |       | 59,500                                          |       |
| Contract  labor/Payroll expense |       | 157,279                                         |       | 41,014                                          |       |
| Depreciation                    |       | 6,757                                           |       | —                                          |       |
| Advertising  expense            |       | 1,763                                           |       | 7,750                                           |       |
| Investor relations              |       | 13,298                                          |       | —                                          |       |
| Promotions                      |       | —                                          |       | 300                                             |       |
| Taxes –  Payroll           |       | 26,604                                          |       | —                                          |       |
| Rent                            |       | 45,921                                          |       | —                                          |       |
| Miscellaneous                   |       | 41,681                                          |       | 287                                             |       |
|                            |       |                                            |       |                                            |       |
| **Net  income (loss)**          |       | $                                               | (343,659   | )                                               | $          | (328,026 | ) |

 

3

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** **
| ** **                              | ** ** | **For the nine  months ended  Sept. 30, 2004** | ** ** | **Inception  (Feb. 20, 2003) to  Sept. 30, 2003** | ** ** | **Inception  (Feb. 20, 2003) to  Sept. 30, 2004** | ** ** |
|-----------------------------------------|------------|------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|
| Expenses                                |       |                                           |       |                                              |       |                                              |       |
| Professional  fees                      |       | $                                              | 85,590     |                                              | $          | 63,725                                            |       | $ | 176,929 |   |
| Consulting  fees                        |       | 233,281                                        |       | 130,450                                           |       | 517,347                                           |       |
| Regulatory  application and filing fees |       | —                                         |       | 25,000                                            |       | 45,037                                            |       |
| Management  fees                        |       | 76,500                                         |       | 59,500                                            |       | 161,500                                           |       |
| Contract  labor/Payroll expense         |       | 330,021                                        |       | 41,014                                            |       | 416,484                                           |       |
| Depreciation                            |       | 13,823                                         |       | —                                            |       | 14,713                                            |       |
| Advertising  expense                    |       | 15,396                                         |       | 7,750                                             |       | 15,396                                            |       |
| Investor  relations                     |       | 25,815                                         |       | —                                            |       | 25,815                                            |       |
| Promotions                              |       | 18,314                                         |       | 300                                               |       | 18,314                                            |       |
| Taxes –  Payroll                   |       | 40,119                                         |       | —                                            |       | 40,119                                            |       |
| Rent                                    |       | 96,192                                         |       | —                                            |       | 96,192                                            |       |
| Miscellaneous                           |       | 92,768                                         |       | 287                                               |       | 120,539                                           |       |
|                                    |       |                                           |       |                                              |       |                                              |       |
| **Net  income (loss)**                  |       | $                                              | (1,027,819 | )                                                 | $          | (328,026                                          | )          | $ | (1,648,385 | ) |

 

4

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**FIRST METROPLEX CAPITAL,INC.**

**DALLAS, TEXAS**

**(A DEVELOPMENT STAGEENTERPRISE)**

** **

**STATEMENT OF CASH FLOWS**

**(UNAUDITED)**

** **
| ** **                                                                 | ** ** | **For the nine  months ended  Sept. 30, 2004** | ** ** | **Inception  (Feb. 20, 2003)  to Sept. 30, 2003** | ** ** | **Inception  (Feb. 20, 2003)  to Sept. 30, 2004** | ** ** |
|----------------------------------------------------------------------------|------------|------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|
| Cash flows  from operating activities                                      |       |                                           |       |                                              |       |                                              |       |
| Net loss                                                                   |       | $                                              | (489,496   | )                                                 | $          | (328,026                                          | )          | $ | (1,648,385 | ) |
| Adjustments  to reconcile net loss to net cash used in operating activites |       |                                           |       |                                              |       |                                              |       |
| Depreciation  expense                                                      |       | 13,823                                         |       | —                                            |       | 14,713                                            |       |
| Changes in  operating assets and liabilities                               |       |                                           |       |                                              |       |                                              |       |
| Decrease  (increase) in prepaid expenses                                   |       | (3,429                                         | )          | (15,931                                           | )          | (63,859                                           | )          |
| (Increase)  in other assets                                                |       | (7,828                                         | )          | (21,660                                           | )          | (32,545                                           | )          |
| (Decrease)  in accrued expenses                                            |       | (14,445                                        | )          | —                                            |       | —                                            |       |
| Increase in  checks drawn in excess of deposits                            |       | 2,015                                          |       | —                                            |       | 2,015                                             |       |
|                                                                       |       |                                           |       |                                              |       |                                              |       |
| **Net cash  used in operating activities**                                 |       | (1,037,683                                     | )          | (365,617                                          | )          | (1,728,061                                        | )          |
|                                                                       |       |                                           |       |                                              |       |                                              |       |
| Cash flows  from investing activities:                                     |       |                                           |       |                                              |       |                                              |       |
| Purchases of  premises and equipment                                       |       | (847,528                                       | )          | —                                            |       | (876,939                                          | )          |
|                                                                       |       |                                           |       |                                              |       |                                              |       |
| Cash flows  from financing activities                                      |       |                                           |       |                                              |       |                                              |       |
| Advances  from organizers                                                  |       | 1,152,500                                      |       | 420,000                                           |       | 2,605,000                                         |       |
|                                                                       |       |                                           |       |                                              |       |                                              |       |
| **Net  increase (decrease) in cash and cash equivalents**                  |       | (342,711                                       | )          | 54,383                                            |       | —                                            |       |
|                                                                       |       |                                           |       |                                              |       |                                              |       |
| **Cash,  beginning of period**                                             |       | 342,711                                        |       | —                                            |       | —                                            |       |
|                                                                       |       |                                           |       |                                              |       |                                              |       |
| **Cash,  end of period**                                                   |       | —                                         |       | 54,383                                            |       | —                                            |       |
|                                                                            |            |                                                |            |                                                   |            |                                                   |            |  |  |  |

 

5

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**FIRSTMETROPLEX CAPITAL, INC.**

**DALLAS, TEXAS**

**(A DEVELOPMENT STAGEENTERPRISE)**

** **

**STATEMENTS OF CHANGES INSHAREHOLDERS’ EQUITY**

**FOR THE NINE MONTH PERIODSENDED SEPTEMBER 30, 2004 AND 2003**

**AND FROM INCEPTION TO SEPTEMBER 30,2004**

**(UNAUDITED)**

 
| ** **                                                 | ** ** | **Common  Stock** | ** ** | **Paid In  Capital** | ** ** | **(Deficit) Accumulated  During Development Stage** | ** ** | **Total**  | ** ** |
|------------------------------------------------------------|------------|-------------------|------------|----------------------|------------|-----------------------------------------------------|------------|------------|------------|
| Balance,  Inception (Feb 20, 2003)                         |       | —            |       | —               |       | —                                              |       | —     |       |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Comprehensive  Income:                                     |       |              |       |                 |       |                                                |       |       |       |
| Net loss,  nine month period ended September 30, 2003 |       | —            |       | —               |       | $                                                   | (328,026   | )          | $          | (328,026 | ) |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Total  comprehensive income                                |       | —            |       | —               |       | $                                                   | (328,026   | )          | $          | (328,026 | ) |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Balance, September 30,  2003                          |       | —            |       | —               |       | $                                                   | (328,026   | )          | $          | (328,026 | ) |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Balance, December 31,  2003                           |       | —            |       | —               |       | (620,566                                            | )          | (620,566   | )          |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Comprehensive  Income                                      |       |              |       |                 |       |                                                |       |       |       |
| Net loss,  nine month period ended September 30, 2004 |       | —            |       | —               |       | (1,027,819                                          | )          | (1,027,819 | )          |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Total  comprehensive income                                |       | —            |       | —               |       | (1,027,819                                          | )          | (1,027,819 | )          |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Balance, September 30,  2004                          |       | —            |       | —               |       | (1,648,385                                          | )          | (1,648,385 | )          |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| At inception  (Feb. 20, 2003)                              |       | —            |       | —               |       | —                                              |       | —     |       |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Comprehensive  Income:                                     |       |              |       |                 |       |                                                |       |       |       |
| Net loss,  from inception to September 30, 2004       |       | —            |       | —               |       | (1,648,385                                          | )          | (1,648,385 | )          |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Total  comprehensive income                                |       | —            |       | —               |       | (1,648,385                                          | )          | (1,648,385 | )          |
|                                                       |       |              |       |                 |       |                                                |       |       |       |
| Balance, September 30,  2004                          |       | —            |       | —               |       | (1,648,385                                          | )          | (1,648,385 | )          |

 

6

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**FIRSTMETROPLEX CAPITAL, INC.**

**DALLAS, TEXAS**

**(A DEVELOPMENT STAGEENTERPRISE)**

**NOTES TO FINANCIALSTATEMENTS**

**SEPTEMBER 30, 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 footnotesrequired by generally accepted accounting principles for complete financialstatements.  In the opinion ofmanagement, all adjustments (consisting of normal recurring accruals)considered  necessary for a fairpresentation have been included. Operating results for the three and nine month period ended September 30,2004 are not necessarily indicative of the results that may be expected for theyear ending December 31, 2004. These statements should be read in conjunction with the financialstatements and footnotes thereto included in the prospectus 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 of eachof these applications have been received. The Company has filed an application with the Federal Reserve Bank ofDallas for prior approval to form a bank holding company and has no reason tobelieve that approval of its application will not be forthcoming.

 

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 OFFINANCIAL CONDITION 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 that stageuntil the Bank opens for business.  Sinceits inception, the Company’s main focus has been centered on activitiesrelating to the organization of the Company and the Bank, conducting theCompany’s initial public offering, applying to the Office of the Comptroller ofthe Currency (the “OCC”) for a bank charter, applying to the Federal DepositInsurance Corporation (the “FDIC”) for deposit insurance, conducting the saleof the Company’s common stock,

 

7

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interviewing and hiring personnel, and preparing the locations fromwhich the Company and its subsidiary Bank will operate.

 

TheCompany has filed a Registration Statement on Form SB-2 with the Securities andExchange Commission (the “SEC”) which Registration Statement became effective April 30,2004.  Pursuant to the RegistrationStatement, a minimum of 1,100,000 shares of the Company’s common stock, $.01par value per share (the “Common Stock”), and a maximum of 1,400,000 shares ofCommon Stock were registered for sale at an offering price of $10.00 pershare.  As of the date of this report,subscriptions funds in the amount of approximately $11.8 million have beenreceived into escrow for the purchase of shares.

 

**FINANCIAL RESULTS**

 

Forthe nine-month period ended September 30, 2004, net loss amounted to$1,027,819.  For the nine-month periodended September 30, 2004, the primary expenses were consulting fees($233,281), contract labor/payroll expense ($330,021), professional fees($85,590) and rent ($96,196).  Becausethe Company is in the organizational stage, it has no operations from which togenerate revenues.  Because FirstMetroplex Capital, Inc. (“Company”) had engaged in no material operationsduring the nine months ended September 30, 2003, comparative financialinformation for such period is unavailable. The Company has included comparative financial information from the dateof inception through September 30, 2004.

 

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 these activitiesare anticipated to be provided principally by operating revenues, depositgrowth, 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 September 30, 2004 have beenfunded from advances made by its organizers. To date, the organizers have advanced $2,605,000 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**

 

TheCompany has made significant capital expenditures for the purpose of purchasingproperty and equipment to be utilized by the Bank in the ordinary course of itsbanking business following receipt of all final regulatory approvals and forthe purpose of making leasehold improvements to the properties from which theCompany and the Bank will conduct their respective operations.  As of September 30, 2004, the

 

8

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Company had purchased property and equipment having an aggregate costof approximately $172,939 and had expended approximately $705,573 forconstruction in progress in respect of the leasehold improvements.

 

**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 thatare based on the beliefs of the Company’s management, as well as assumptionsmade by and information currently available to the Company’s management.

 

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 ofthe Company’s Registration Statement (Registration No. 333-111153) as filedwith the Securities and Exchange Commission and declared effective on April 30,2004.

 

**ITEM 3. CONTROLS AND PROCEDURES**

 

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.  Disclosurecontrols and procedures include, without limitation, controls and proceduresdesigned to ensure that information the Company is required to disclose in thereports that it files under the Exchange Act is accumulated and communicated tomanagement, including the principal executive and financial officers, asappropriate, to allow timely decisions regarding required disclosure.

 

**PART II.  OTHER INFORMATION**

** **

**ITEM 1.  LEGALPROCEEDINGS.**

 

TheCompany is not a party to any pending litigation.

 

**ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.**

 

Duringthe nine months ended September 30, 2004, the Company did not issue anysecurities without registration under the Securities Act of 1933.

 

**ITEM 3. DEFAULTS UPON SENIOR SECURITIES.**

 

Thisitem is not applicable.

 

9

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

 

Nomatters were submitted to a vote of the shareholders of the Company during thenine months ended September 30, 2004.

 

**ITEM 5.  OTHERINFORMATION.**

 

Thisitem is not applicable.

 

**ITEM 6. EXHIBITS AND REPORTS 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 filed as Exhibit 32  hereto. |
|   |                                                                                                                                                     |
| (c)    | Reports on Form 8-K. Registrant filed no reports on Form 8-K during  the three month period ended September 30, 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: November 22, 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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