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

                                   FORM 10-QSB

X    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended December 31, 1995

     Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

        For the transition period from   to

        Commission File number 1-10320



                         Richard Barrie Fragrances, 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 or Organization)                   Identification No.)


                15 Executive Boulevard, Orange, Connecticut 06477
                    (Address of Principal Executive Offices)


                                 (203) 795-5300

                 (Issuer's Telephone Number Including Area Code)




     (Former Name,  Former Address and Former Fiscal Year, if Changed Since Last
                                    Report)


     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. Yes X No

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date: At February 9, 1995, Issuer
had outstanding 4,419,548 shares of Common Stock, par value $.005 per share.





                              Page 1 of 53 Total Pages
                            Exhibit Index on Page 16

<PAGE>


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

<TABLE>

                                 BALANCE SHEETS
<CAPTION>

                                                        December      June 30,
                                                        31, 1995      1995
                                                            (unaudited)

<S>                                                        <C>          <C>

          ASSETS

Current Assets:
Cash and Cash Equivalents ...........................     466,014  $   339,715
  Accounts Receivable - Net .........................   1,521,149    1,770,190
  Inventory & Promotional Merchandise ...............   2,324,730    2,740,721
  Other Current Assets ..............................     199,996      354,067
    Total Current Assets ............................   4,511,889    5,204,693

Fixed Assets
  (At Cost, Less Accumulated Depreciation of
  $710,786 and $538,031, respectively) ..............   1,040,358    1,174,102

Debt Issuance Cost
  (At Cost, Less Accumulated Amortization of
  $306,698 and $231,068, respectively) ..............       6,302       81,932

Other Long Term Assets ..............................   1,825,404    1,825,404

     Total Assets ................................... $ 7,383,953  $ 8,286,131

     LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)

Current Liabilities:
  Convertible Notes Payable .........................   5,157,750    5,157,750
  Accounts Payable ..................................     573,676      389,033
  Accrued Expenses ..................................   1,666,771    2,016,585
     Total Current Liabilities ......................   7,398,197    7,563,368
                                                        7,398,197    7,563,368
  Total Liabilities

Stockholders' Equity / (Deficit):
  Preferred Stock, $0.01 Par Value, 10,000,000
    Shares Authorized, No Shares Outstanding ........           0            0
  Common Stock, $0.005 Par Value, 16,666,667
    Shares Authorized, 4,419,548 and 4,419,548
    Shares Issued and Outstanding, Respectively .....      22,097       22,097
  Additional Paid-In Capital ........................   6,982,738    6,982,738
  Accumulated Deficit ...............................  (7,019,079)  (6,282,072)
  Total Stockholders' Equity/(Deficit) ..............     (14,244)     722,763

  Total Liabilities and Stockholders' Equity/(Deficit)$ 7,383,953  $ 8,286,131

</TABLE>

      The accompanying notes are an integral part of these balance sheets.



<PAGE>

<TABLE>


                            Statements of Operations
               For the Six Months Ended December 31, 1995 and 1994
<CAPTION>

                                                       1995           1994
                                                            (unaudited)

<S>                                                     <C>           <C>

Net Sales ......................................... $ 6,232,247  $ 10,953,932

Cost of Sales .....................................   1,974,102     3,525,325

  Gross Profit ....................................   4,258,145     7,428,607

Operating Expenses:
  Advertising & Promotion .........................   3,164,261     5,163,678
  Selling, General and Administrative .............   2,202,442     2,831,330
  Royalties .......................................     366,431       133,228

      Total Operating Expenses ....................   5,733,134     8,128,236

  Operating Income / (Loss) .......................  (1,474,989)     (699,629)

Other Income / (Expense):
  Interest Expense - Net ..........................    (264,559)     (229,884)
  Miscellaneous Income - Net ......................   1,002,541       124,933

      Total Other Income / (Expense) ..............     737,982      (104,951)

  Income / (Loss) Before Provision for Income Taxes    (737,007)     (804,580)

Provision for Income Taxes ........................           0             0

  Net Income / (Loss) .............................    (737,007)     (804,580)

Net Income / (Loss) Per Share .....................      ($0.17)       ($0.18)

Weighted Average Shares Outstanding ...............   4,419,548     4,419,548

</TABLE>










        The accompanying notes are an integral part of these statements.




<PAGE>
<TABLE>

                        
                            Statements of Operations
              For the Three Months Ended December 31, 1995 and 1994

<CAPTION>
                                                        1995         1994
                                                           (unaudited)

<S>                                                      <C>         <C>

Net Sales ......................................... $ 2,167,456  $ 4,155,205

Cost of Sales .....................................     580,229    1,340,088

  Gross Profit ....................................   1,587,227    2,815,117

Operating Expenses:
  Advertising & Promotion .........................   1,545,729    3,242,033
  Selling, General and Administrative .............   1,077,633    1,452,521
  Royalties .......................................     153,191       70,728

    Total Operating Expenses ......................   2,776,553    4,765,282

  Operating Income / (Loss) .......................  (1,189,326)  (1,950,165)

Other Income / (Expense):
  Interest Expense - Net ..........................    (131,093)    (120,252)
  Miscellaneous Income - Net ......................     540,258       89,444

    Total Other Income / (Expense) ................     409,165      (30,808)

  Income / (Loss) Before Provision for Income Taxes    (780,161)  (1,980,973)

Provision for Income Taxes ........................           0            0

  Net Income / (Loss) .............................    (780,161) ($1,980,973)

Net Income / (Loss) Per Share .....................      ($0.18)      ($0.45)

Weighted Average Shares Outstanding ...............   4,419,548    4,419,548

</TABLE>

        The accompanying notes are an integral part of these statements.


<PAGE>

<TABLE>

                  Statement of Stockholders' Equity / (Deficit)
                   For the Six Months Ended December 31, 1995

<CAPTION>
                                                              Common Stock             Additional
                                                              ($0.005 Par)              Paid-In         Accumulated
                                                         Shares          Amount         Capital          Deficit            Total
<S>                                                       <C>             <C>              <C>             <C>                <C>

Balances, June 30, 1995 .........................       4,419,548       $22,097       $6,982,738       ($6,282,072)         722,763

Net Income / (Loss)
 for the Six Months
 Ended December 31, 1995 ........................               0             0                0          (737,007)        (737,007)

Balances, December 31, 1995 .....................       4,419,548       $22,097       $6,982,738       ($7,019,079)       ($ 14,244)
          (unaudited)

</TABLE>





         The accompanying notes are an integral part of this statement.

<PAGE>

<TABLE>

                         Richard Barrie Fragrances, Inc.
                             Statements of Cash Flows
               For the Six Months Ended December 31, 1995 and 1994

<CAPTION>
                                                          1995           1994
                                                               (unaudited)

<S>                                                        <C>            <C>

Cash Flows From Operating Activities:

  Net Income / (Loss) .................................. ($737,007) ($  804,580)

  Adjustments to Reconcile Net Income / (Loss) to:
  Net Cash Provided by / (Used in) Operating Activities:
     Depreciation and Amortization .....................   248,385      241,519
     (Increase) / Decrease in:
        Accounts Receivable ............................   249,041   (1,270,656)
        Inventory and Promotional Merchandise ..........   415,991     (687,295)
        Other Current and Long Term Assets .............   154,071     (759,514)
      Increase / (Decrease) in:
        Accounts Payable ...............................   184,643    1,046,238
        Accrued Expenses ...............................  (349,814)     856,442

      Total Adjustments ................................   902,317     (573,266)

  Net Cash Provided by / (Used in) Operating Activities    165,310   (1,377,846)

Cash Flows from Investing Activities:

  Purchase of Property, Plant and Equipment ............   (39,011)      (4,204)

  Net Cash Used in Investing Activities ................   (39,011)      (4,204)

Cash Flows from Financing Activities:

  Repayment of Notes Payable to Muelhens Inc. ..........         0   (1,028,315)
  Net Proceeds from Private Placement of Shares, net
     of Share Issuance Costs ...........................         0      (21,250)

  Net Cash Used in Financing Activities ................         0   (1,049,565)

Net Change in Cash and Cash Equivalents ................   126,299   (2,431,615)

Cash and Cash Equivalents at June 30, 1995 and 1994 ....   339,715    3,382,698

Cash and Cash Equivalents at December 31, 1995 and 1994  $ 466,014  $   951,083

</TABLE>

        The accompanying notes are an integral part of these statements.



<PAGE>





                         Richard Barrie Fragrances, Inc.
                          Notes to Financial Statements
                                   (unaudited)



     1. The financial  statements reflect all adjustments which, in management's
opinion, are necessary to make the financial statements not misleading.  Results
of  operations  for the  six  month  period  ended  December  31,  1995  are not
representative of results to be expected for the full year.

     2. Net income / (loss) per share was computed by dividing the Company's net
income / (loss) by the weighted average number of shares  outstanding during the
period.  The impact of outstanding  warrants and stock options were not included
in the  calculation of net loss per share,  as such effect,  if included,  would
have an anti- dilutive  effect on net income / (loss) per share. 

     3. The  Company  is in an  accumulated  loss  position  for both  financial
reporting and income tax purposes. Historically, no federal tax benefit has been
recorded due to the uncertainty of the Company's  ability to realize benefits by
generating taxable income in the future. The Company had a tax loss carryforward
for financial  reporting purposes of approximately  $7,000,000 and approximately
$6,500,000  for tax purposes at December 31, 1995.  These  carryforwards  expire
through  fiscal  year 2011.  Due to the  changes  in  control of the  Company as
determined by the Internal Revenue Code resulting from various equity offerings,
certain  restrictions exist as to the use of net operating loss carryforwards to
offset future taxable income.

     Although  the Company has  significant  net  operating  loss  carryforwards
available to offset future book and taxable income, due to the uncertainty as to
the Company's future earnings,  a full valuation  allowance has been provided to
offset any  deferred  tax assets  which would  arise.  No income taxes have been
provided for either of the interim periods presented based on the Company's best
estimate of the effective tax rate expected to be applicable for the full fiscal
year.

                                     - 9 -
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Significant Events

     Effective   December  14,  1993  the  Company  entered  into   distribution
agreements  with Muelhens KG  ("Muelhens"),  a worldwide  marketer of fragrance,
cosmetic and skin  treatment  products,  and one of Muelhens KG's  subsidiaries,
Laboratoires Dr. N.G. Payot, S.A. ("Payot").  Pursuant to these agreements,  the
Company was appointed the exclusive United States  distributor for the fragrance
brands  Moments and  Experiences  by Priscilla  Presley,  Gabriela  Sabatini and
Magnetic by Gabriela Sabatini and 4711 Original Eau de Cologne, and the cosmetic
and skin treatment line of Payot. In addition,  on December 14, 1993 the Company
purchased from Muelhens Inc.  ("Muelhens-USA"),  another subsidiary of Muelhens,
certain inventory and promotional merchandise totaling approximately  $3,750,377
and fixed assets totaling approximately $1,600,000. Under the terms of the asset
purchase  agreement,  $1,305,000  was  paid at  closing  for the  inventory  and
promotional merchandise with the balance to be paid in defined installments over
the next eighteen months,  and $800,000 was paid at closing for the fixed assets
with  the  balance  to be  paid  in  twelve  equal  quarterly  installments.  In
connection with these  transactions,  the Company hired certain key Muelhens-USA
personnel   to  permit  the   Company  to  perform  its  own   warehousing   and
administrative functions for these products, and the Company entered into a five
year lease, with renewal terms, for  approximately  90,000 square feet of office
and warehouse space previously used by Muelhens Inc. in Orange,  Connecticut. In
order to partially finance these transactions and to provide working capital, on
December 14, 1993 and January 13, 1994 the Company completed a private placement
of its  securities,  including  $5,157,750 of principal  amount 10%  Convertible
Subordinated  Promissory  Notes due January 15, 1996,  from which it derived net
proceeds of $5,580,930.

     On June 6, 1995, the parties to the distribution agreements described above
agreed to terminate the  distribution  agreements,  effective June 30, 1995, and
Muelhens-USA  agreed to repurchase  from the Company,  effective  June 30, 1995,
approximately  $4,360,305 in inventory and related materials held by the Company
related  to  the  products  under  the  distribution  agreements.  In  addition,
Muelhens-USA  agreed to establish in favor of the Company an $876,712  credit in
consideration for credits given by the Company to retailers for returns accepted
by the Company of products sold by Muelhens-USA  prior to December 14, 1993. The
Company was  permitted  to offset  against  any  amounts  owed by the Company to
Muelhens  affiliated  parties  the amount  owed by  Muelhens-USA  to the Company
pursuant  to the  repurchase  arrangement,  as well as the  amount of the credit
established in favor of the Company.  The effect of the transaction was that the
Company was relieved of  approximately  $5,237,017  in debt  obligations  to the
Muelhens affiliated companies at June 30, 1995.

     On June 6, 1995, the Company  entered into an  Administration,  Selling and
Warehousing  Agreement (the "AS&W"  Agreement")  with  Muelhens-USA  pursuant to
which the Company was appointed the  exclusive  selling and marketing  agent for
Muelhens-USA  in the United States for the products  formerly the subject of the
Muelhens distribution  agreement and the Payot distribution  agreement,  and the
Company  will  perform  certain  administrative  and  warehousing  services  for
Muelhens-USA.  The AS&W Agreement  became  effective July 1, 1995 and expires on
December 31, 1998,  subject to automatic and  successive  two year renewal terms
unless  either party gives notice not to renew six months prior to expiration of
the then current term. Pursuant to the AS&W Agreement,  Muelhens-USA will pay to
the Company  monthly in the first contract  period (July 1 to December 31, 1995)
50% of the Company's  budgeted  fixed costs (as defined in the AS&W  Agreement),
but not in excess of 50% of the Company  actual  fixed costs.  In future  years,
Muelhens-USA  will pay  monthly to the  Company a  percentage  of the  Company's
budgeted fixed costs based upon the  relationship  between budgeted net sales of
the products  pursuant to the AS&W  Agreement  and the budgeted net sales of all
products  sold by the Company.  In addition,  the Company will be paid a monthly
service fee at the rate of $100,000 per annum.  If  Muelhens-USA  net  operating
results attain a level projected in the annual budget for such year, the Company
will receive incentive compensation equal to 1% of the net sales of the products
sold pursuant to the AS&W Agreement for such year. In addition,  if Muelhens-USA
attains the "stretch" net operating goal for such year, the Company will be paid
additional  incentive  compensation  equal to 1% of net  sales of such  products
during such year.  Under the AS&W  Agreement,  Muelhens-USA  is responsible  for
financing   all   inventory,    advertising   and   promotion,    manufacturer's
representative  commissions and other costs directly related to the Muelhens and
Payot brands.

     As a result of the Company restructuring its relationship with the Muelhens
affiliated  companies,  the Company can no longer  record  sales of the Muelhens
products in its financial statements and, accordingly, recorded net sales are

                                                              - 10 -
<PAGE>

expected to decline  dramatically in fiscal 1996. For the fiscal year ended
June 30, 1995, net sales of the Muelhens products constituted 69.9% of total net
sales for the Company.  Correspondingly,  Muelhens-USA  must now finance its own
inventory,   advertising  and  promotion,  and  direct  sales  and  distribution
expenses,  as well as pay fees to the  Company for its  services  under the AS&W
Agreement.

     The Company  failed to pay the July 15, 1995  interest  payment of $257,887
due  on  its  $5,157,750  principal  amount  of  10%  Convertible   Subordinated
Promissory  Notes due  January  15,  1996.  Due to this,  holders  of 51% of the
aggregate  principal amount  outstanding of the Notes have demanded  accelerated
payment of the principal  amount,  and  accordingly,  at December 31, 1995,  the
principal  amount of  $5,157,750,  along with  accrued  but unpaid  interest  of
$501,542, is due and payable.

     On January 31, 1996,  the Company and Parlux  Fragrances,  Inc.  ("Parlux")
signed an Asset  Purchase  Agreement  under which Parlux would  purchase all the
assets of the Company and would  assume most of the  liabilities  of the Company
with the significant exception of the Company's obligations under its $5,157,750
principal amount 10% Convertible  Subordinated  Promissory Notes ("Notes").  The
purchase  price is (i) the  issuance to the  Company of 370,000  shares of newly
issued Common Stock of Parlux,  and (ii)  $750,000 in cash.  The closing of this
transaction, presently anticipated to occur on April 30, 1996, is subject to the
approvals  by  the  Boards  of  Directors  of  both  companies, as well  as the
stockholders and Noteholders of the Company.

Results of Operations

     Net sales  for the  three  and six  months  ended  December  31,  1995 were
$2,167,456  and  $6,232,247,  respectively,  a 47.8% and 43.1% decrease from the
corresponding periods of the previous year. This decrease is attributable to the
termination of the Muelhens and Payot distribution  agreements  described above,
whose net sales totaled  $2,462,836 and $7,756,296,  respectively,  in the prior
year  periods.  Net sales on the non Muelhens  brands  increased by $475,087 and
$3,034,611,  a 28.1% and 94.9% increase,  respectively,  from the  corresponding
periods of the prior fiscal year. Net sales on Melrose Place,  which launched in
the summer of 1995, were $455,280 and $2,078,083, respectively, and net sales on
the  Baryshnikov  brands  increased  by $19,807 and  $956,528,  a 1.2% and 29.9%
increase,   respectively,   primarily  due  to  the  expanded   distribution  of
Baryshnikov  pour femme,  which offset the continued  decline of Misha whose net
sales decreased by $495,146 and $827,866,  respectively,  due to the brand being
at the end of its lifecycle.

     Cost of sales  were  26.8%  and  31.7% of net  sales  for the three and six
months  ended  December  31,  1995,  as  compared  to  32.3  and  32.2%  for the
corresponding periods of the prior fiscal year. The cost of sales percentage for
the current six month period was impacted by the  Company's  decision to reserve
approximately  $340,000 to write-down certain inventory items to their estimated
net realizable value,  mostly with the Misha brand.  Aside from this write-down,
the  Baryshnikov  and Melrose Place brands have lower cost of goods than did the
Muelhens brands.

     Advertising and promotion  expenses  decreased by $1,696,304 and $1,999,417
in the three and six months ended  December 31, 1995, a 52.3% and 38.7% decrease
from the  corresponding  periods  of the prior  fiscal  year.  The  decrease  in
advertising and promotion  expenses  resulted from the lower level of net sales.
As a percentage  of sales,  advertising  and  promotion  expenses were 71.3% and
50.8% for the three and six months ended December 31, 1995, as compared to 78.0%
and 47.1% in the prior fiscal year.

     Selling,   general  and  administrative  ("S,G&A")  expenses  decreased  by
$374,888 and $628,888 in the three and six months ended December 31, 1995.  This
decrease was primarily due to variable selling and distribution  costs that were
lower as a result of the net sales decreases.

     Royalties  were 7.1% and 5.9% of net  sales  for the  three and six  months
ended December 31, 1995, as

                                                              - 11 -
<PAGE>

compared to 1.7% and 1.2% of net sales for the corresponding periods of the
prior fiscal year.  The  Muelhens  brands had no royalty  costs for the calendar
year ending  December 31, 1994,  while the  Baryshnikov and Melrose Place brands
both have 5% royalty rates, with certain minimums.

     Net interest expense  increased by $10,841 and $34,675 during the three and
six months ended December 31, 1995, due to less interest  income from investment
of available cash reserves.

     Miscellaneous  income  increased by $450,814 and $877,608  during the three
and  six  months  ended   December  31,  1995.   The  new  AS&W  Agreement  with
Muelhens-USA,   as  described   above,   accounted  for  $411,867  and  $804,902
respectively,  of these  increases with profit on production work done on behalf
of  other  companies  accounting  for the  majority  of the  remainder  of these
increases.

     Net  losses  for the three and six  months  ended  December  31,  1995 were
$780,161 and $737,007, respectively, as compared to net losses of $1,980,973 and
$840,580 for the  corresponding  periods of the prior  fiscal year.  The primary
reasons  for the  current  three and six month net losses  were (i) net sales of
Melrose  Place  being less than  anticipated  due to a decrease in demand at the
retail level leading to customers  ordering  less product from the Company,  and
the Company having to set up higher  reserves for potential  sales returns,  and
(ii) writing  down  certain  inventory  items,  mostly with the Misha brand,  by
approximately $340,000.

Liquidity and Capital Resources

     Cash and cash  equivalents  at December  31, 1995 were  $466,014,  which is
comparable to the $339,715 at June 30, 1995.

     Accounts  receivable  decreased  to  $1,521,149  at December  31, 1995 from
$1,770,190  at June 30,  1995  primarily  due to  increased  reserves  for sales
returns relating to the Melrose Place brand.

     Inventory and promotional  merchandise  decreased to $2,324,730 at December
31,  1995 from  $2,740,721  at June 30,  1995.  The  decrease  of  $415,991  was
primarily  due  to  writing  down  the  value  of  certain  inventory  items  by
approximately  $340,000,  mostly with the Misha brand, to more properly  reflect
current estimated net realizable values.

     Other  current  assets  decreased  to $199,996  at  December  31, 1995 from
$354,067  at June 30,  1995.  The  decrease  of $154,071  was  primarily  due to
expensing  print media  advertising run during the six months ended December 31,
1995 that was included in other current assets at June 30, 1995.

     Other  assets  consists  of amounts  from barter  transactions,  in which a
barter agent exchanges the Company's  products for advertising time. The Company
did not utilize any of this barter  time in the six months  ended  December  31,
1995.

     The  combination  of accounts  payable and accrued  expenses  decreased  to
$2,240,447 at December 31, 1995 from  $2,405,618 at June 30, 1995.  The decrease
of $165,171 was  primarily  due to making  payments on inventory and other sales
related  expenses  associated  with the launch of Melrose Place and the expanded
distribution of Baryshnikov pour femme.

     At  December  31,  1995,  the  Company  had  negative  working  capital  of
$2,886,308, and a current ratio of 0.6 to 1, principally due to Covertible Notes
payable totaling $5,157,750  (discussed below). The Company has no bank lines of
credit or long term borrowing from banks.


                                                              - 12 -
<PAGE>

     The Company's operating activities provided net cash of $165,310 in the six
months ended  December 31, 1995,  as compared to net cash used in  operations of
$1,377,846 for the corresponding period of the prior fiscal year. The $1,543,156
increase of net cash provided by  operations  was primarily due to (i) a heavier
concentration of sales occurring  earlier in the current fiscal year than in the
prior fiscal year,  leading to a greater percentage of cash collections on sales
during  the  current  fiscal  year,  and (ii) the  Company  was much  closer  to
projections  with the launch of Melrose Place and the expanded  distribution  of
Baryshnikov  pour  femme  this  year  than the  Company  was last  year with the
relaunch of 4711 Eau de Cologne and Moments by Priscilla  Presley  which had led
to the Company purchasing a much greater amount of inventory than was shipped to
customers.  The Company  anticipates,  with the major exception of the principal
amount due on  Convertible  Notes  Payable in January  1996 and the 10% interest
payments due on these notes (discussed below),  that its current working capital
combined with cash generated from  continuing  operations  will be sufficient to
meet all other foreseeable short term operating requirements.

     The  only  remaining  debt is the  Notes  totaling  $5,157,750,  which  are
convertible  into  shares of  Common  Stock at a  conversion  price of $2.25 per
share.  The Company failed to pay the July 15, 1995 interest payment of $257,887
due on its $5,157,750 principal amount of Notes. As a result,  holders of 51% of
the  aggregate   principal  amount   outstanding  of  the  Notes  have  demanded
accelerated  payment of the principal amount, and accordingly,  at this time the
principal  amount of  $5,157,750  is due and  payable.  The Company does not now
have, nor does it expect to have in the foreseeable future, the ability to repay
the Notes.

     As previously discussed, the Company has signed an asset purchase agreement
with Parlux,  to sell its business to Parlux.  Such sale is conditioned upon the
approval by the stockholders and Noteholders of the Company. The sale price will
not be  sufficient  to repay the Notes in full,  and  accordingly,  the  Company
anticipates that stockholder and Noteholder  approval will require  modification
of the Company's  debt  obligations  under the Notes.  If the  transaction  with
Parlux is not approved,  the Company would need to do one or a combination
of the following:  (i) restructure  the payment terms of the Notes,  which would
require  consent of the  Noteholders,  (ii) induce  conversion of the Notes into
common  stock by reducing  the  conversion  price,  or (iii)  obtain  additional
financing in order to make such  repayment.  There can be no assurance  that the
Company will be able to successfully  accomplish any of these  alternatives.  In
this case, the Company's most likely alternative would be to seek protection and
reorganize under Chapter 11 of the United States bankruptcy code.

     The Company does not have any  specific  additional  capital  requirements,
either short term or long term, except as discussed above and except for general
working capital purposes.  If the sale to Parlux is not completed,  and provided
that the Company has the necessary  resources,  the Company  anticipates that it
will spend  approximately  $150,000 on research and development  during the next
twelve months. The Company is currently developing two new fragrance lines under
the Baryshnikov  license, a men's line called Baryshnikov Sport for Men, that it
plans  to  introduce  in the  spring  of 1996,  and a new  women's  line  called
Baryshnikov  Sport for Women,  that it plans to introduce in the spring of 1997,
if the sale to Parlux is not completed.

     It is the Company's practice,  as is common in the fragrance  industry,  to
accept  returns of the Company's  products from retailers with which the Company
has an ongoing  relationship in order to obtain continuing orders from retailers
for other products of the Company that the retailer  believes  achieve a greater
"sell-  through" to its  customers.  In  accepting  these  returns,  the Company
typically provides a credit to the retailer with respect to accounts  receivable
from  that  retailer  on a  dollar-for-dollar  basis,  In  recognition  of  this
practice,  the Company  establishes  a reserve for  anticipated  returns that is
reflected  in the net sales  reported by the Company  each fiscal  quarter.  The
amount of such  reserve is based on several  factors,  including  the  Company's
sales level during that  quarter,  the  Company's  historical  level of returns,
although it should be noted that the Company has a limited  operational  history
with the Melrose Place brand, and the seasonality of the fragrances  business in
general.  Historically,  although  the  levels of  reserves  established  by the
Company
                                                              - 13 -

<PAGE>

     have been adequate, a less than anticipated "sell-through" of the Company's
products  during the year end holiday  season,  during which a  disproportionate
share of sales occurs,  can have an adverse  affect on the  Company's  operating
results and liquidity.

     Under the Baryshnikov  license agreement,  certain minimum annual net sales
levels must be achieved.  The minimum net sales level is $7,250,000 for the 1995
and 1996  calendar  years.  The  Company  is also  obligated  to spend a certain
minimum amount  annually for the  advertising  and promotion of the  Baryshnikov
products,  this  amount  being the greater of (i) 22% of net sales in the United
States during the  preceding  calendar  year or (ii)  $1,500,000,  with at least
$250,000 expended for media buys for national  advertising in the United States.
The  Company  did not  achieve  the  minimum  net sales  requirements  under the
Baryshnikov agreement for the 1995 calendar year, but Mr. Baryshnikov has waived
this requirement for such year. In the future,  the Company  anticipates that it
will meet all the minimum requirements under the Baryshnikov agreement.

     Under the Melrose Place license, the Company must achieve minimum net sales
levels of the Melrose Place products of $2,000,000 in the 1995 calendar year and
$4,000,000 in the 1996 calendar  year.  The Company is also obligated to spend a
certain minimum amount annually for the advertising and promotion of the Melrose
Place products,  this amount being at least 20% of net sales each calendar year.
If the Company  fails to meet such  expenditure  level,  the Company must either
expend such shortfall within six months after such calendar year or pay directly
to the licensor 50% of such shortfall. The Company has met all the 1995 calendar
year requirements, but it is not anticipated that the Company will meet the 1996
minimum net sales requirements.


PART II.  OTHER INFORMATION


Item 5.  Other Information.


Item 6.  Exhibits and Reports on Form 8-K.

 (a) Exhibits.

     10.2.9 Ninth Amendment to License Agreement, dated January 10, 1996,
            between Registrant and Mikhail Baryshnikov.
 
     10.17  Asset Purchase Agreement between Registrant and Parlux Fragrances,
            Inc., dated January 31, 1996.

     27     Financial data schedule.

 (b) Reports on Form 8-K

       None


                                                              - 14 -
<PAGE>


                                   Signatures


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned there unto duly authorized.

                                     Richard Barrie Fragrances, Inc.
                                     (Registrant)



Dated:  February 13, 1996            By: /s/ Richard Barrie
                                         Richard Barrie, President



Dated:  February 13, 1996            By: /s/ Joseph Buvel
                                         Joseph Buvel, Chief Financial Officer

                                                              - 15 -
<PAGE>


Exhibit Index

10.2.9  Ninth Amendment to License Agreement, dated January 10, 1996,
        between Registrant and Mikhail Baryshnikov.

10.17   Asset Purchase Agreement between  Registrant and Parlux  Fragrances,
        Inc., dated January 31, 1996.

27      Financial data schedule.




                                                              - 16 -
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