U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended December 31, 1999

[ ]  Transition report under Section 13 or 15(d) of the Exchange Act

     For the transition period from _______________ to _______________

     Commission File number 33-58694


                                  VITRIX, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            Nevada                                               13-3465289
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)


              51 West Third Street, Suite 310, Tempe, Arizona 85281
              -----------------------------------------------------
                    (Address of principal executive offices)


                                 (480) 967-5800
                           ---------------------------
                           (Issuer's telephone number)


               20 East University, Suite 304, Tempe, Arizona 85281
         ---------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: At February 11, 2000, the issuer had
outstanding 25,441,031 shares of Common Stock, par value $.005 per share.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS.

                                  VITRIX, INC.
                                 BALANCE SHEETS

                                                        1999           1999
                                                     -----------    -----------
                                                     (Unaudited)
                                     ASSETS
Current Assets:
  Cash and cash equivalents                          $   352,019    $   376,365
  Accounts receivable - trade, net                        89,930         42,596
  Inventory                                              104,508         28,397
  Prepaid expenses and other current assets               78,829         10,591
                                                     -----------    -----------
      TOTAL CURRENT ASSETS                               625,286        457,949

PROPERTY AND EQUIPMENT, NET                              107,050         60,865
                                                     -----------    -----------
  TOTAL ASSETS                                       $   732,336    $   518,814
                                                     ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                  $    36,985    $    28,848
  Accounts payable                                       140,486        146,084
  Accrued liabilities                                     93,645         64,125
  Deferred revenue                                        40,837         13,235
                                                     -----------    -----------
      TOTAL CURRENT LIABILITIES                          311,953        252,292

LONG-TERM DEBT, LESS CURRENT PORTION                      34,302         14,466
                                                     -----------    -----------
      TOTAL LIABILITIES                                  346,255        266,758
                                                     -----------    -----------
COMMITMENTS:                                                  --             --

STOCKHOLDERS' EQUITY:
  Preferred Stock, $.01 par value, 10,000,000
    shares authorized, 0 and 10,000,000 shares
    issued and outstanding                                    --        100,000
  Common stock, $.005 par value, 50,000,000
    shares authorized, 25,441,031 and 13,241,031
    shares issued and outstanding                        127,205         66,205
  Contributed capital                                  1,544,293        956,468
  Accumulated deficit                                 (1,285,417)      (870,617)
                                                     -----------    -----------
      TOTAL STOCKHOLDERS' EQUITY                         386,081        252,056
                                                     -----------    -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $   732,336    $   518,814
                                                     ===========    ===========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                        2
<PAGE>
                                  VITRIX, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                    Three Months Ended               Six Months Ended
                                       December 31,                    December 31,
                               ----------------------------    ----------------------------
                                   1999            1998            1999            1998
                               ------------    ------------    ------------    ------------
<S>                            <C>             <C>             <C>             <C>
Revenues:
  Product sales                $    332,094    $    217,898    $    531,385    $    338,261
  Services revenue                   29,112          28,811          32,490          33,311
                               ------------    ------------    ------------    ------------
    TOTAL REVENUES                  361,206         246,709         563,875         371,572

COST OF REVENUES                    142,122          79,282         207,684         116,612
                               ------------    ------------    ------------    ------------
GROSS PROFIT                        219,084         167,427         356,191         254,960
                               ------------    ------------    ------------    ------------
COSTS AND EXPENSES:
  Sales and marketing               188,480          78,224         285,522         122,453
  Research and development          105,621          52,507         207,505          87,496
  General and administrative        156,331          29,765         282,803          66,081
                               ------------    ------------    ------------    ------------
    TOTAL COSTS AND EXPENSES        450,432         160,496         775,830         276,030
                               ------------    ------------    ------------    ------------
NET LOSS FROM OPERATIONS           (231,348)          6,931        (419,639)        (21,070)
                               ------------    ------------    ------------    ------------
OTHER INCOME (EXPENSE):
  Interest expense                   (2,018)         (8,250)         (4,126)        (15,833)
  Interest income                     5,745             871           8,965           1,904
                               ------------    ------------    ------------    ------------
                                      3,727          (7,379)          4,839         (13,929)
                               ------------    ------------    ------------    ------------
NET LOSS                       $   (227,621)   $       (448)   $   (414,800)   $    (34,999)
                               ============    ============    ============    ============
BASIC LOSS PER SHARE           $      (0.01)   $      (0.00)   $      (0.02)   $      (0.00)
                               ============    ============    ============    ============
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING             25,312,770      14,012,820      24,329,074      14,012,820
                               ============    ============    ============    ============
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                        3
<PAGE>
                                  VITRIX, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      FOR THE YEAR ENDED JUNE 30, 1999 AND
             THE SIX MONTH PERIOD ENDED DECEMBER 31,1999 (Unaudited)

<TABLE>
<CAPTION>
                                            Preferred Stock              Common Stock
                                        -------------------------  ------------------------  Contributed  Accumulated
                                          Shares        Amount       Shares       Amount       Capital      Deficit        Total
                                        -----------   -----------  -----------  -----------  -----------  -----------   -----------
<S>                                     <C>           <C>          <C>          <C>          <C>          <C>           <C>
Balance at June 30, 1998                  7,536,681        75,367    6,476,139       32,381      387,873     (601,315)     (105,694)
  Conversion of related party
    debt and interest                     1,463,319        14,633    1,257,404        6,287      243,650           --       264,570
  Sale of stock, net of
    costs of $9,063                       1,000,000        10,000      859,283        4,296      176,622           --       190,918
  Merger with Vitrix Incorporated                                    4,648,205       23,241      148,323                    171,564
  Net loss                                                                  --           --           --     (269,302)     (269,302)
                                        -----------   -----------  -----------  -----------  -----------  -----------   -----------
Balance at June 30, 1999                 10,000,000   $   100,000   13,241,031  $    66,205  $   956,468  $  (870,617)  $   252,056
  Issuance of stock options                      --            --           --           --       12,000           --        12,000
  Sale of common stock, Net of costs             --            --    2,000,000       10,000      486,825           --       496,825
  Issuance of common stock for services          --            --      200,000        1,000       39,000           --        40,000
  Preferred stock conversion            (10,000,000)     (100,000)  10,000,000       50,000       50,000                         --
  Net loss                                       --            --           --           --           --     (414,800)     (414,800)
                                        -----------   -----------  -----------  -----------  -----------  -----------   -----------
Balance at December 31, 1999                     --   $        --   25,441,031  $   127,205  $ 1,544,293  $(1,285,417)  $   386,081
                                        ===========   ===========  ===========  ===========  ===========  ===========   ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                        4
<PAGE>
                                  VITRIX, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                            Six Months Ended
                                                               December 31,
                                                          ---------------------
                                                            1999        1998
                                                          ---------   ---------
Increase (Decrease) in Cash and Cash Equivalents:
  Cash flows from operating activities:
  Net Loss                                                $(414,800)  $ (34,999)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
    Depreciation                                             17,321      12,715
    Common stock and stocks options issued for services      52,000          --
  Changes in Assets and Liabilities:
    Accounts receivable-trade                               (47,334)        703
    Inventory                                               (76,111)     (2,471)
    Prepaid expenses and other current assets               (68,238)         --
    Accounts payable                                         (5,598)      5,385
    Accrued liabilities                                      29,520      37,219
    Deferred revenue                                         27,602          --
                                                          ---------   ---------
      NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES     (485,638)     18,552
                                                          ---------   ---------
  CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                      (30,737)     (2,060)
                                                          ---------   ---------
      NET CASH USED BY INVESTING ACTIVITIES                 (30,737)     (2,060)
                                                          ---------   ---------
  CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of capital leases                              (4,796)     (1,294)
    Proceeds from issuance of stock                         496,825          --
                                                          ---------   ---------
      NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES      492,029      (1,294)
                                                          ---------   ---------
Net change in cash and cash equivalents                     (24,346)     15,198

Cash and cash equivalents at beginning of period            376,365      96,775
                                                          ---------   ---------
Cash and cash equivalents at end of period                $ 352,019   $ 111,973
                                                          =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                         $   2,663   $     833
                                                          =========   =========
    Income taxes paid                                     $      --   $      --
                                                          =========   =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
    Issuance of common stock and stock
      options for services                                $  52,000   $      --
                                                          =========   =========
    Assets acquired by entering into
      capital leases                                      $  32,769   $  24,049
                                                          =========   =========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                        5
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND INTERIM FINANCIAL STATEMENTS

The  accompanying   financial  statements  of  Vitrix,  Inc.  ("Vitrix"  or  the
"Company") have been prepared in accordance with generally  accepted  accounting
principles ("GAAP"), pursuant to the rules and regulations of the Securities and
Exchange Commission, and are unaudited. Accordingly, they do not include all the
information and footnotes required by 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  period ended
December 31,  1999,  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, 1999.

NAME CHANGE:

The  Company  changed  its name from FBR  Capital  Corporation  to Vitrix,  Inc.
pursuant  to  approval  by a vote of the  Company's  shareholders  at its annual
meeting held on October 7, 1999.

COMMITMENTS:

During the quarter ended December 31, 1999, the Company entered into a lease for
office space in Tempe, Arizona under a non-cancelable  operating lease agreement
which expires  December 31, 2004. The Company also leases office space in Tempe,
Arizona under a  non-cancelable  operating  lease agreement which expires in May
2001.

Future  minimum lease payments due under the operating  lease  agreements are as
follows:

                                               Year Ending
                          Year                 December 31,
                          ----                  ---------
                          2000                  $ 162,700
                          2001                    147,000
                          2002                    135,600
                          2003                    141,300
                          2004                    145,500
                                                ---------
                                                $ 732,100
                                                =========

LOSS PER SHARE:

Basic loss per share of common  stock was  computed by dividing  the net loss by
the weighted average number of shares outstanding of common and preferred stock.
The common and preferred stock amounts in the accompanying  financial statements
have been  restated  to give effect to the  exchange  ratio  established  in the
Exchange  Agreement,  dated April 15, 1999, between FBR Capital  Corporation and
Vitrix  Incorporated.  The preferred  stock has been included in the calculation
for all periods  presented due to its automatic  conversion into common stock at
such time as the Company had  sufficient  authorized  common  stock to issue the
common  shares.   In  October  1999,   the  Company   amended  its  Articles  of
Incorporation  to increase the number of authorized  common stock to 50,000,000,
resulting in the automatic conversion of the preferred stock to shares of common
stock.

                                        6
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LOSS PER SHARE (CONTINUED):

Diluted  earnings per share are computed based on the weighted average number of
shares of common stock and dilutive  securities  outstanding  during the period.
Dilutive  securities are options and warrants that are freely  exercisable  into
common stock at less than the prevailing market price.  Dilutive  securities are
not  included in the  weighted  average  number of shares when  inclusion  would
increase the earnings per share or decrease the loss per share.

STOCKHOLDERS' EQUITY:

During the quarter  ended  December  31, 1999,  the Company  completed a private
placement of $200,000 of common stock and common stock warrants.  The securities
were issued  under an  Agreement  with one  institutional  investor  and certain
members of the Company's Board of Directors and officers. The offering consisted
of 800,000  shares of common  stock and  warrants to purchase  an  aggregate  of
400,000 shares of common stock.  The warrants are  exercisable at $.35 per share
for a period of three years.

SUBSEQUENT EVENTS:

On February 8, 2000,  the Company  completed a private  placement of $946,500 of
common stock and common  stock  warrants.  The  offering  consisted of 4,732,500
shares of common stock and warrants to purchase an aggregate of 2,366,250 shares
of common stock.  The warrants are exercisable at $.28 per share for a period of
three years.

                                        7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

     REVENUES.  Revenue  for six  month  period  ended  December  31,  1999 (the
"reporting period"),  rose 52% to $563,875,  compared to revenue of $371,572 for
the six month period ended  December 31, 1998 (the  "comparable  period").  This
growth  was  principally  the  result of an  increased  customer  demand for the
Company's  software and  hardware  solutions,  which  resulted in an increase in
sales volume.

     GROSS  PROFIT.  Gross  profit as a  percentage  of  revenue  was 63% in the
reporting  period,  compared to 69% in the  comparable  period.  The decrease in
gross  profit as a  percentage  of  revenue  was  primarily  attributable  to an
increase in the proportion of bundled  software and hardware  solutions sales to
software-only  solutions  sales.  The  average  gross  profit  per unit  sold on
software and  hardware  units is lower than the average  gross profit  margin on
software-only solutions.

     EXPENSES.  Sales and marketing expenses were $285,522,  or 51% of revenues,
in the  reporting  period,  compared to  $122,453,  or 33% of  revenues,  in the
comparable  period.  The increase in sales and marketing expense is attributable
to  increased  labor costs  resulting  from the hiring of  additional  sales and
marketing personnel and increased advertising and promotional expense.

     Research and development expenses were $207,505, or 37% of revenues, in the
reporting  period,  compared to $87,496,  or 24% of revenues,  in the comparable
period.  The increase in research and  development  expense is  attributable  to
increased  labor costs as a result of the  Company's  commitment  to develop new
products and enhance existing products.

     General and administrative  expenses were $282,803,  or 50% of revenues, in
the reporting period, compared to $66,081, or 18% of revenues, in the comparable
period.  The  increase  in general  and  administrative  expenses  is  primarily
attributable  to the hiring of additional  management  personnel and  additional
expenses incurred as a result of the Company being a public reporting company.

COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

     REVENUES.  Revenue for the three month period ended  December 31, 1999 (the
"reporting quarter"), rose 46% to $361,206,  compared to revenue of $246,709 for
the three month period ended December 31, 1998 (the "comparable quarter").  This
growth  was  principally  the  result of an  increased  customer  demand for the
Company's  software and  hardware  solutions,  which  resulted in an increase in
sales volume.

     GROSS  PROFIT.  Gross  profit as a  percentage  of  revenue  was 61% in the
reporting quarter,  compared to 68% in the comparable  quarter.  The decrease in
gross  profit as a  percentage  of revenues  was  primarily  attributable  to an
increase in the proportion of bundled  software and hardware  solutions sales to
software-only  solutions  sales.  The  average  gross  profit  per unit  sold on
software and  hardware  units is lower than the average  gross profit  margin on
software-only solutions.

                                       8
<PAGE>
     EXPENSES.  Sales and marketing expenses were $188,480,  or 52% of revenues,
in the  reporting  quarter,  compared to  $78,224,  or 32% of  revenues,  in the
comparable quarter.  The increase in sales and marketing expense is attributable
to  increased  labor costs  resulting  from the hiring of  additional  sales and
marketing personnel and increased advertising and promotional expense.

     Research and development expenses were $105,621, or 29% of revenues, in the
reporting quarter,  compared to $52,507,  or 21% of revenues,  in the comparable
quarter.  The increase in research and  development  expense is  attributable to
increased  labor costs as a result of the  Company's  commitment  to develop new
products and enhance existing products.

     General and administrative  expenses were $156,331,  or 43% of revenues, in
the  reporting  quarter,  compared  to  $29,765,  or  12%  of  revenues,  in the
comparable  quarter.  The  increase  in general and  administrative  expenses is
primarily  attributable  to the hiring of  additional  management  personnel and
additional expenses incurred as a result of the Company being a public reporting
company.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital as of December 31, 1999 was $313,333,  compared to $24,839
at December  31,  1998.  Cash and cash  equivalents  at those dates  amounted to
$352,019 and $111,973, respectively.

     OPERATIONS.  Net cash  used by  operations  increased  to  $485,638  in the
reporting period,  compared to net cash provided by operations of $18,552 in the
comparable period. The decrease was primarily attributable to an increase in the
net loss, accounts receivable, inventory and prepaid expenses.

     INVESTMENT  ACTIVITIES.  For the reporting period, the Company used $30,737
to purchase property and equipment, compared to $2,060 of property and equipment
purchases in the comparable period.

     FINANCING  ACTIVITIES.  Net cash provided by financing activities increased
to  $492,029 in the  reporting  period,  compared to net cash used by  financing
activities of $1,294 in the comparable period. The increase was primarily due to
the Company  raising  $496,825  through a private  placement of common stock and
common stock warrants in the reporting period.

     The  Company  believes  that,  with its current  working  capital and funds
generated through its recently completed private placements, along with the cash
flow from  operations,  it will have  sufficient  working capital to address the
anticipated growth of demand and market for its products for the next 12 months.
The Company may, however,  seek to obtain  additional  capital through a line of
credit at a financial institution or through additional debt or equity offerings
during this time period.  The raising of  additional  capital in public  markets
will primarily be dependent upon prevailing market conditions and the demand for
the Company's products and services.  No assurance can be given that the Company
will be able to raise additional  capital,  or that such capital,  if available,
will be on acceptable terms.

                                        9
<PAGE>
YEAR 2000 COMPLIANCE

     The Company has reviewed its computer  systems to identify those areas that
could be adversely affected by the Year 2000 ("Y2K") issue. The Y2K issue is the
result of computer  programs  being written using two digits rather than four to
define  the  applicable  year.  The  Company  has  determined  that  all  of its
information  systems  are Y2K  compliant.  The  compliance  effort  to date  has
resulted in immaterial  cost to the Company.  Although the Company  expects that
any future  expenditures  made in connection  with Y2K  conversions  will not be
material,  the Company may experience material  unanticipated problems and costs
caused by undetected errors or defects in its systems.

     The Company  believes that some of its customers may be impacted by the Y2K
problem,  which could in turn negatively impact the Company's sales efforts with
respect to such customers and the Company's results of operations.

     The Company  has  completed  an inquiry of key vendors to assess  their Y2K
readiness.  Based on this inquiry, the Company is not aware of any problems that
would  materially  affect its  business,  results  of  operations  or  financial
condition. However, the inability of such vendors to meet Y2K requirements could
materially  impact the Company's ability to procure materials from these vendors
and to meet its obligations to supply products to its customers.

     The Company  has  formulated  a  contingency  plan to address the  possible
effects of problems  encountered as a result of Y2K issues.  The Company expects
the  costs of this plan to be  immaterial.  As of the date of this  filing,  the
Company is not aware of any material Y2K related issues.

FORWARD-LOOKING INFORMATION

     This  Quarterly  Report on Form  10-QSB  contains  certain  forward-looking
statements and information  which the Company believes are within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  The forward - looking  statements
contained  herein can be  identified by the use of  forward-looking  terminology
such as "believes," "expects," "may," "will," "should," or "anticipates," or the
negative thereof or other variations  thereon or comparable  terminology,  or by
discussions of strategy that involve risks and uncertainties. The Company wishes
to  caution  the  reader  that  these  forward-looking  statements  that are not
historical  facts are only  predictions.  No  assurances  can be given  that the
future results indicated,  whether expressed or implied, will be achieved. While
sometimes  presented with numerical  specificity,  these  projections  and other
forward-looking  statements are based upon a variety of assumptions  relating to
the  business of the  Company,  which,  although  considered  reasonable  by the
Company,  may not be  realized.  Because of the number and range of  assumptions
underlying the Company's  projections and  forward-looking  statements,  many of
which are subject to significant uncertainties and contingencies that are beyond
the reasonable control of the Company,  some of the assumptions  inevitably will
not materialize, and unanticipated events and circumstances may occur subsequent
to the  date of this  report.  These  forward-looking  statements  are  based on
current  expectations  and the  Company  assumes no  obligation  to update  this
information.  Therefore,  the actual  experience  of the Company and the results
achieved   during  the  period   covered  by  any   particular   projections  or
forward-looking  statements  may  differ  substantially  from  those  projected.
Consequently,  the inclusion of projections and other forward-looking statements
should not be regarded as a  representation  by the Company or any other  person
that these  estimates and projections  will be realized,  and actual results may
vary materially.  There can be no assurance that any of these  expectations will
be realized or that any of the forward-looking  statements contained herein will
prove to be accurate.

                                       10
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     The Company is from time to time involved in legal proceedings arising from
the normal course of business. As of the date of this report, the Company is not
currently involved in any legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     On October 8, 1999, the Company  completed a private  placement of $200,000
of common stock and common stock  warrants.  The securities were issued under an
agreement with one  institutional  investor and certain  Company  Insiders.  The
offering consisted of 800,000 shares of common stock and warrants to purchase an
aggregate of 400,000  shares of common stock.  The warrants are  exercisable  at
$.35 per share for a period of three  years.  On February  8, 2000,  the Company
completed  a private  placement  of $946,500  of common  stock and common  stock
warrants.  The  offering  consisted  of  4,732,500  shares of  common  stock and
warrants to purchase an  aggregate  of  2,366,250  shares of common  stock.  The
warrants  are  exercisable  at $.28 per share for a period of three  years.  The
common  stock  and  warrants  issued in the  private  offerings  were  issued in
reliance on the exemption  provided  under Section 4(2) of the Securities Act of
1933, as amended, and Regulation D thereunder.

     The proceeds from the private  offerings are being used for general working
capital needs.

                                       11
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     On October 7, 1999, the Company held its annual meeting of  shareholders at
which  13,921,677,  or  60%  of  the  23,241,031  common  and  preferred  shares
outstanding were represented by proxy or in person.  The following  persons were
elected to the board of directors with shares voted as follows:

Election of Directors                        For                       Withheld
---------------------                        ---                       --------
Michael A. Wolf                           13,921,677                      --
Todd P. Belfer                            13,921,677                      --
Lise Lambert                              13,921,677                      --
Philip R. Shumway                         13,921,677                      --
Hamid Shojaee                             13,921,677                      --
Bahan Sadegh                              13,921,677                      --

     At that meeting,  the shareholders also approved the proposed  amendment to
the Company's Articles of Incorporation to change the Company's name to "Vitrix,
Inc." and to  increase  the  number of  authorized  shares of common  stock from
16,666,667 to 50,000,000  shares. The shareholders also approved the proposal to
adopt the Company's 1999 Equity Compensation Plan. Shareholders voted 13,921,677
shares for approval of the above proposals with no shares withheld or abstained.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The following exhibits are filed herewith pursuant to Regulation SB:

     No exhibits are filed with this report

(b)  Reports on Form 8-K

     No reports  were filed on Form 8-K during the quarter  ended  December  31,
     1999.

                                       12
<PAGE>
                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        VITRIX, INC.

Dated: February 11, 2000
                                        By /s/ Craig J. Smith
                                           -------------------------------------
                                           Craig J. Smith
                                           Chief Financial Officer