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, 1996
                                       ------------------

         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
                               ---------

                             FBR Capital Corporation
                             -----------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

          Nevada                                                 13-3465289
------------------------------                               -------------------
(State of Other Jurisdiction of                              (I.R.S. Employer
Incorporation of Organization)                               Identification No.)

           14988 North 78th Way, Suite 203, Scottsdale, Arizona 85260
           ----------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  (602)483-1466
           ----------------------------------------------------------
                 (Issuer's Telephone Number Including Area Code

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



          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  12, 1997,
Issuer had  outstanding  4,648,205  shares of Common Stock,  par value $.005 per
share.

Transitional Small Business Disclosure Format:  Yes        No  X
                                                   -----     -----


                            Page 1 of 12 Total Pages
                              Exhibit Index - None
<PAGE>
PART 1.     FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS

                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                                 BALANCE SHEETS
                                DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                           December 31        June 30
ASSETS                                                                                        1996             1996
                                                                                              ----             ----
                                                                                           (Unaudited)
<S>                                                                                       <C>             <C>          
CURRENT ASSETS:
   Cash and cash equivalents                                                              $     43,533    $      61,871
   Investment in U.S. Government Treasury Bills                                                399,559                -
   Investment in common stock of Parlux Fragrances, Inc.                                     1,526,250        3,746,250
   Receivable from acquiror of discontinued operations                                               -          750,000
   Other current assets                                                                         15,229            6,991
                                                                                          ------------    -------------

TOTAL ASSETS                                                                              $  1,984,571    $   4,565,112
                                                                                          ============    =============


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                                                       $      6,577    $     121,789
   Accrued expenses                                                                             52,824          180,417
   Convertible notes payable                                                                    19,500          117,000
                                                                                          ------------    -------------

              Total current liabilities                                                         78,901          419,206
                                                                                          ------------    -------------

SERIES A REDEEMABLE PREFERRED STOCK:
   $.01 par value;
      529 shares authorized;
      517 shares issued and outstanding;
      at liquidation value of $5,600 per share                                               2,895,200        2,895,200
                                                                                          ------------    -------------

STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock, $.01 par value;
      10,000,000 shares authorized;
      no shares outstanding except 517 shares issued as
       Series A Redeemable Preferred Stock                                                           -                -
   Common stock, $.005 par value;
      16,777,667 shares authorized;
      4,648,205 shares issued and outstanding                                                   23,241           23,183
   Additional paid-in capital                                                                7,245,850        7,241,768
   Accumulated deficit                                                                      (6,038,621)      (6,014,245)
   Unrealized loss on investment                                                            (2,220,000)               -
                                                                                          ------------    -------------

              Total stockholders' equity (deficit)                                            (989,530)       1,250,706
                                                                                          ------------    -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                      $  1,984,571    $   4,565,112
                                                                                          ============    =============
</TABLE>
      The accompanying notes are an integral part of these balance sheets.
                                       -2-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                            STATEMENTS OF OPERATIONS
                       SIX MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                              1996              1995
                                                                                              ----              ----

<S>                                                                                       <C>                <C>        
Operating expenses                                                                        $   (82,467)       $         -
                                                                                          -----------        -----------

              Loss from operations                                                            (82,467)                 -
                                                                                          -----------        -----------

Other income (expense):
   Interest expense                                                                            (6,002)                 -
   Gain on extinguishment of debt                                                              53,385                  -
   Interest income                                                                             10,708                  -
                                                                                          -----------        -----------

              Other income (expense), net                                                      58,091                  -

Loss from discontinued operations                                                                   -           (737,007)
                                                                                          -----------        -----------

   Net loss                                                                               $   (24,376)       $  (737,007)
                                                                                          ===========        ===========

Earnings per common share and common share equivalents:
   Loss per share from continuing operations                                              $      (.01)       $         -
   Loss per share from discontinued operations                                                      -               (.17)
                                                                                          -----------        -----------

              Net loss per share                                                          $      (.01)       $      (.17)
                                                                                          ===========        ===========


Weighted average common share and common share
 equivalents outstanding                                                                    4,648,205          4,419,548
                                                                                          ===========        ===========
</TABLE>
        The accompanying notes are an integral part of these statements.
                                       -3-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                            STATEMENTS OF OPERATIONS
                      THREE MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                              1996              1995
                                                                                              ----              ----
<S>                                                                                       <C>                <C>        
Operating expenses                                                                        $   (39,218)       $         -
                                                                                          -----------        -----------

              Loss from operations                                                            (39,218)                 -
                                                                                          -----------        -----------

Other income (expense):
   Interest expense                                                                            (1,579)                 -
   Gain on extinguishment of debt                                                              53,385                  -
   Interest income                                                                              6,425
                                                                                          -----------        -----------

              Other income (expense), net                                                      58,231                  -

Loss from discontinued operations                                                                   -           (780,161)
                                                                                          -----------        -----------

   Net income (loss)                                                                      $    19,013        $  (780,161)
                                                                                          ===========        ===========

Earnings per common share and common share equivalents:
   Income per share from continuing operations                                            $         -        $         -
   Loss per share from discontinued operations                                                      -               (.18)
                                                                                          -----------        -----------

              Net income (loss) per share                                                 $         -        $      (.18)
                                                                                          ===========        ===========


Weighted average common share and common share
 equivalents outstanding                                                                    4,648,205          4,419,548
                                                                                          ===========        ===========
</TABLE>
        The accompanying notes are an integral part of these statements.
                                       -4-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                            STATEMENTS OF CASH FLOWS
                       SIX MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                  1996          1995
                                                                                                  ----          ----
<S>                                                                                           <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                                   $   (24,376)   $         -
                                                                                              -----------    -----------
   Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
      Depreciation                                                                                      -        248,385
      Discontinued operations                                                                           -       (737,007)
      Gain on extinguishment of debt                                                              (53,385)             -
      (Increase) decrease in:
        Accounts receivable                                                                             -        249,041
        Inventories                                                                                     -        415,991
        Other assets                                                                               (8,238)       154,071
      Increase (decrease) in:
        Accounts payable and accrued expenses                                                    (220,280)      (165,171)
                                                                                              -----------    -----------

              Total adjustments                                                                  (281,903)       165,310
                                                                                              -----------    -----------

      Net cash provided by (used in) continuing operations                                       (306,279)       902,317
      Net cash used in discontinued operations                                                          -       (737,007)
                                                                                              -----------    -----------

              Net cash provided by (used in) operating activities                                (306,279)       165,310
                                                                                              -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Receipt of amount due from acquiror of discontinued operations                                 750,000              -
   Investment in U.S. Government Treasury Bills                                                  (399,559)             -
   Purchase of property and equipment                                                                   -        (39,011)
                                                                                              -----------    ------------

              Net cash provided by (used in) investing activities                                 350,441        (39,011)
                                                                                              -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of convertible notes payable                                                         (62,500)             -
                                                                                              -----------    -----------

              Net cash used in financing activities                                               (62,500)             -
                                                                                              -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                              (18,338)       126,299

CASH AND CASH EQUIVALENTS, beginning of period                                                     61,871        339,715
                                                                                              -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                                                      $    43,533    $   466,014
                                                                                              ===========    ===========
</TABLE>

Non-cash financing activities:

   On October 21,  1996,  the  Company  completed  extinguishment  of $97,500 of
   Convertible  Notes in exchange for an  aggregate  of $62,500 in cash,  11,500
   shares of the  Company's  Common  Stock,  and five  three-year  Warrants (the
   Warrants)  each to purchase up to 2,500 shares of the Company's  Common Stock
   at $2 per share.  The total amount of debt  (including  principal and accrued
   but  unpaid  interest  of  $22,525)  extinguished  pursuant  to the  exchange
   aggregated  $120,025.  This amount,  less the cash paid,  value of the common
   stock  and  the  Warrants  issued  in  the  exchange  offer,  resulted  in an
   extraordinary gain on the extinguishment of debt in the amount of $53,385.

        The accompanying notes are an integral part of these statements.
                                       -5-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and the  instructions to Form 10-QSB.  Accordingly,  they do not include all the
information and footnotes required by Generally Accepted  Accounting  Principles
("GAAP") for complete financial  statements.  In the opinion of management,  all
adjustments  (which include only normal recurring  adjustments)  necessary for a
fair  presentation  of the results for the interim  periods  presented have been
made.  The results for the six month and three month periods ended  December 31,
1996 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, 1996.

Cash and Cash Equivalents and Investments

The Company's policy is to invest cash in excess of expenditure  requirements in
income-producing  investments.  Temporary cash investments are all highly liquid
investments  with  maturity  of three  months  or less  when  purchased  and are
considered to be cash  equivalents  for cash flow  purposes.  Investments in the
common stock of Parlux Fragrances,  Inc. and U.S.  Government Treasury Bills are
accounted for in accordance with Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities".

The  Company's  investment  in  common  stock  of  Parlux  Fragrances,  Inc.  is
classified as "available for sale". Changes in the market value are reflected in
the  stockholders'  equity  section of the  Company's  balance  sheet  under the
caption "Unrealized loss on investment".

Earnings (Loss) Per Common Share

Earnings  (loss) per common share is computed by dividing  net income  (loss) by
the  weighted  average  number of  common  share and  common  share  equivalents
outstanding during the period.  Primary and fully diluted earnings per share are
considered to be the same in all periods. The impact of outstanding warrants and
stock options were not included in the calculation of net loss per share in 1996
and net income per share in 1995, as their inclusion would have an anti-dilutive
effect on those results.
                                       -6-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)




Income Taxes

The Company has a net operating loss carryforward of approximately $6,300,000 at
December 31, 1996. Historically, no federal tax benefit has been recorded due to
the  uncertainty  of the  Company's  ability to realize  benefits by  generating
taxable  income in the future.  These  carryforwards  expire through fiscal year
2011.  Due to a greater  than 50% change in the  ownership  of the  Company,  as
defined in the Internal Revenue Code,  resulting from various equity  offerings,
certain  restrictions exist as to the use of net operating loss carryforwards to
offset future taxable income.

Although the Company has significant net operating loss carryforwards  available
to offset future  taxable  income,  due to the  uncertainty  as to the Company's
future  earnings,  a full  valuation  allowance  has been provided to offset all
deferred  tax  assets.  No income  taxes  have been  provided  for either of the
interim periods based on the Company's ability to utilize its net operating loss
to offset taxable income, if any, during the periods.

ITEM 2.       MANAGEMENT'S  DISCUSSIONS  AND  ANALYSIS  OF  FINANCIAL  CONDITION
              AND PLAN OF OPERATIONS

Plan of Operations

On July 28, 1996, the Company sold to Parlux Fragrances, Inc. (Parlux) virtually
all of the assets, properties and rights owned by the Company in connection with
its business (the "Asset Sale").

The Company has not conducted any operations since the Asset Sale.  Accordingly,
the results of its previous  operations  are not  material.  The reasons for the
Asset Sale and the  discontinuance  of the Company's  business  were  previously
reported in the Company's Proxy Statement,  dated April 22, 1996 and Form 10 KSB
for the fiscal year ended June 30, 1996.

Upon the  consummation  of the Asset  Sale and  Exchange  Offer and  payment  of
certain  expenses,  the Company  had  approximately  $630,000  in cash.  Of that
amount, approximately $56,000 was applied to discharge certain accounts payable,
including  legal,  accounting and consulting fees for the fiscal year ended June
30, 1996. On December 31, 1996,  the Company had  approximately  $43,000 in cash
and  approximately  $400,000  in U.S.  Government  Treasury  Bills.  The Company
expects that it will earn approximately $20,000 from interest during the current
fiscal year ending June 30, 1997.
                                       -7-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)




Corporate and  administrative  expenses for the current fiscal year are expected
to be approximately $130,000 including $82,000 in fees and expense reimbursement
to the directors,  $18,000 for accounting fees for audit and tax returns, $3,000
for office and telephone expenses,  $17,000 for liability insurance,  $6,000 for
stock transfer  services and approximately  $4,000 for  miscellaneous  expenses.
Expenditures  for liability  insurance are primarily to cover  exposure that may
arise from products previously sold by the Company that are still in the market.
Administrative  expense relates  primarily to resolution of matters arising from
the  Company's  prior  business.  Funds to pay the  expenses  are expected to be
derived from interest  income earned during the year and from the Company's cash
on hand.


The Company has been  identifying and conducting  discussions  with respect to a
possible business  combination with one or more entities interested in acquiring
or being acquired by the Company. The Company is free to investigate  businesses
of  essentially  any kind or  nature  including  but not  limited  to,  finance,
technology,   manufacturing,  service,  research  and  development,  healthcare,
communications,  insurance or  transportation.  While the Company has not chosen
any  particular  area of  business in which it may propose to engage and has not
conducted any market studies with respect to any business, property or industry,
the directors of the Company have considered the strengths and weaknesses of the
Company and  established  certain initial  criteria for its search.  The Company
will first seek a business  combination with a company having a business or line
of products with good  prospects for future  profits and growth.  In view of the
Company's small size and book value, the appropriate candidate is expected to be
an  emerging or  developing  company.  Other  priority  candidates  may be those
desiring  to  become a public  company  and  those  which  have an  interest  in
acquiring the company's cash and net operating loss carryforwards.

A number of companies have been identified which appear to meet the criteria set
forth above and  discussions  have been held with  several of them.  There is no
assurance of the  availability,  viability or success of any  acquisition or the
results of  operations  of the Company in  connection  with any  acquisition  or
business  venture.  Even if a suitable  candidate for a business  combination is
found and  negotiations  are  successfully  completed,  there is no assurance of
successful  operations  after the combination has been effected or that existing
stockholders of the Company will not suffer substantial dilution of their equity
position,  either upon the business combination itself or upon the completion of
any additional financing which may be necessary.
                                       -8-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)



The  Company  does not  believe  that it is an  investment  company  required to
register as such under the  Investment  Company Act of 1940, as amended.  If the
Company has not concluded a business  combination before June 28, 1997, that is,
one year after the Asset Sale, and if, because of its continued ownership of the
Parlux  Stock or other  securities,  it would be required to register or seek an
exemption from such  registration,  the Company  anticipates  that it will sell,
transfer  or  otherwise  divest  itself of its  ownership  thereof,  redeem  any
outstanding  Preferred Stock and make a determination as to whether to liquidate
and  distribute  its  assets  or  to  continue  to  seek  out  viable   business
combinations.

The Company  continues to hold the Parlux  Stock and on December  31, 1996,  had
approximately  $43,000 in cash in banks and $400,000 in U.S. Government Treasury
Bills  maturing in  February  1997.  The Parlux  Stock may be sold to the public
pursuant to a currently  effective  Registration  Statement under the Securities
Act of 1933, covering those shares. Under the terms of the Company's outstanding
Preferred Shares,  however, no sale of the Company's assets having a fair market
value of $250,000 or more, either alone or in the aggregate with all other sales
of the Company assets, may be sold without the prior consent of the holders of a
majority of the Preferred  Stock unless the net proceeds of the sale are applied
to the  payment of the  Redemption  Price  ($5,600  per share) of the  Preferred
Stock.  The  aggregate  Redemption  Price of the 517 shares of  Preferred  Stock
outstanding  is  $2,895,200  and  the  holders  of the  Preferred  Stock  have a
liquidation preference in that amount. The Company is obligated to redeem all of
the Preferred  Stock by June 27, 1997. If such  redemption is not effected,  the
holders  of the  majority  of the  Preferred  Stock have the right to demand the
liquidation  of the Company and the  application  of its assets to satisfy their
liquidation preference.

On June 28,  1996,  the market  value of the Parlux Stock was $10.125 per share,
and the  aggregate  value  would  have  been  sufficient  to pay  the  aggregate
Redemption  Price.  At that  time,  however,  the  Parlux  Stock  had  not  been
registered  for  resale  under  the  Securities  Act if 1933  and,  accordingly,
transfer  thereof was restricted.  The Parlux Stock was registered on August 12,
1996,  on which date the last sale price had  declined  to $7.625 per share.  On
December  31,  1996,  the last sale price was $4.125 per share.  On February 12,
1997,  the last  sale  price  was $3.50 per  share.  If, by June 27,  1997,  the
mandatory  redemption  date for the  Preferred  Shares,  the market price of the
Parlux Stock has not substantially recovered, or if some accommodation cannot be
reached between the Company and the holders of the Preferred  Stock, the Company
will probably be required to pay  substantially  all of its cash, in addition to
the proceeds of any sale of the Parlux Stock,  to fulfill its  obligation to pay
the Redemption  Price. Any significant  reduction in the amount of its available
cash will probably
                                       -9-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)



reduce the Company's value as an acquisition  candidate for other businesses and
the Company's  opportunities to effect a favorable acquisition  transaction will
be substantially reduced.

The Company has cash available to fund current expenditures but will be required
to  raise  additional   capital  for  future   acquisitions  or  other  business
opportunities.

On January  13,  1994,  the  Company  entered  into a series of 10%  convertible
subordinated  promissory  notes due January 15,  1996 (the  Convertible  Notes),
totalling $5,157,750.  On June 30, 1996,  simultaneously with the closing of the
Asset Sale, the Company  completed an exchange offer with certain holders of the
Convertible Notes in the aggregate principal amount of $5,040,750. The remaining
$117,000 of Convertible  Notes,  held by three note holders,  were recorded as a
current liability on the September 30, 1996 and June 30, 1996, balance sheets.

On  October  21,  1996,  the  Company  completed  extinguishment  of  $97,500 of
Convertible Notes in exchange for an aggregate of $62,500 in cash, 11,500 shares
of the  Company's  Common  Stock  (market  value  of $.36 per  share),  and five
three-year  Warrants (the  Warrants)  each to purchase up to 2,500 shares of the
Company's  Common  Stock at $2 per share.  The total  amount of debt  (including
principal and accrued but unpaid interest of $22,525)  extinguished  pursuant to
the exchange aggregated $120,025.  This amount, less the cash paid, value of the
common  stock and the  Warrants  issued in the  exchange  offer,  resulted in an
extraordinary gain on the extinguishment of debt in the amount of $53,385.

The Company believes that the remaining holder of the last Convertible  Note, in
the principal amount of $19,500,  will also accept a settlement of the Company's
obligations  on terms not  requiring  the full cash payment of the amount due on
the  Convertible  Note.  Funds for this settlement are expected to come from the
Company's cash on hand.

During  November  1996,  the  Company  received a request for payment of claimed
amounts totaling  approximately  $137,000  purported to be owed to Muelhens GMBH
with whom the Company had a  distribution  agreement  from December 1993 to June
30, 1995.  As set forth in the  Company's  Annual  Report on Form 10-KSB for the
fiscal year ended June 30, 1996,  distribution agreements with Muelhens GMBH and
affiliated  parties  were  terminated  effective  June 30,  1995 on a basis that
relieved  the Company of  obligations  to Muelhens - affiliated  companies.  The
Company is attempting to determine  whether the claimed amounts were included in
the numerous transactions resolved in the termination arrangements in June 1995.
                                      -10-
<PAGE>
                             FBR CAPITAL CORPORATION
                   (Formerly Richard Barrie Fragrances, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 1996
                                   (Unaudited)



The Company is not presently able to determine  whether this request for payment
is valid and what amount, if any, may be due and owing thereon.

Forward-Looking Statements

Certain  information  contained  in  third  Quarterly  Report  on  Form  10-QSB,
including,  without  limitation,  information  appearing  under  Part 1, Item 2,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations",  are forward-looking  statements (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934).  Factors  set forth in the  Company's  Annual  Report on Form 10K for the
fiscal  year  ended  June  30,  1996,  under  Item  1,  "Business"  and  Item  6
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  together  with other  factors that appear with the  forward-looking
statements, or in the Company's other Securities and Exchange Commission filings
could affect the Company's  actual results and could cause the Company's  actual
results  to  differ  materially  from  those  expressed  in any  forward-looking
statements  made by, or on behalf of, the  Company in this  Quarterly  Report on
Form 10-QSB.

PART 2.       OTHER INFORMATION
ITEM 2.       CHANGES IN SECURITIES

        (c)   See Management's  Discussions and Analysis of Financial  Condition
              and Plan of  Operations  with  respect to issuance of common stock
              and warrants in exchange for certain convertible notes.
                                      -11-
<PAGE>
                                   SIGNATURES


        In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  Registrant  caused  this  Report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                            FBR CAPITAL CORPORATION

                                            (Registrant)
   Dated:  February 12, 1997
                                            By: /s/ Charles D. Snead, Jr.
                                              -----------------------------
                                                Charles D. Snead, Jr., President
                                      -12-