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 September 30, 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 November  13, 1995,
Issuer had  outstanding  4,419,548  shares of Common Stock,  par value $.005 per
share.

                            Page 1 of 12 Total Pages
                            Exhibit Index -- None


<PAGE>



PART 1.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                                          RICHARD BARRIE FRAGRANCES, INC.

                                                  BALANCE SHEETS

<TABLE>



<S>                                                                 <C>                          <C>

                                                                  September                      June
                                                                  30, 1995                     30, 1995
            ASSETS                                                           (unaudited)

Current Assets:
  Cash and Cash Equivalents                                       $ 319,218                  $  339,715
  Accounts Receivable - Net                                       2,481,032                   1,770,190
  Inventory                                                       1,817,624                   2,415,000
  Promotional Merchandise                                           367,315                     325,721
  Other Current Assets                                              766,852                     354,067
                                                                  -----------                 -----------
    Total Current Assets                                          5,752,041                   5,204,693
Fixed Assets
  (At Cost, Less Accumulated Depreciation                         1,120,806                   1,174,102
   of $624,445 and $538,031, Respectively)
Debt Issuance Cost
  (At Cost, Less Accumulated Amortization of                         44,117                      81,932
   $268,883 and $231,068, Respectively)
Other Long Term Assets                                            1,825,404                   1,825,404
                                                                  -----------                 -----------
  Total Assets                                                   $8,742,368                  $8,286,131
                                                                  ==========                  ==========
             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Convertible Notes Payable                                       5,157,750                   5,157,750
  Accounts Payable                                                  190,866                     389,033
  Accrued Expenses                                                2,627,835                   2,016,585
                                                                  -----------                 -----------
    Total Current Liabilities                                     7,976,451                   7,563,368
                                                                  -----------                 -----------
  Total Liabilities                                               7,976,451                   7,563,368
                                                                  -----------                 -----------
Stockholders' Equity:
  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                                            (6,238,918)                 (6,282,072)
                                                                  -----------                 ----------- 
  Total Stockholders' Equity                                        765,917                     722,763
                                                                  -----------                 -----------
  Total Liabilities and Stockholders' Equity                      $8,742,368                  $8,286,131
                                                                  ==========                  ==========

</TABLE>



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



                                                  -2-

<PAGE>



                        RICHARD BARRIE FRAGRANCES, INC.

                            STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

<TABLE>
<S>                                                                    <C>                         <C>  
                                                                       1995                        1994
                                                                       ----                        ----
                                                                                  (unaudited)
Net Sales                                                          $4,064,791                  $6,798,727
Cost of Sales                                                       1,393,873                   2,185,237
                                                                   -----------                 -----------
  Gross Profits                                                     2,670,918                   4,613,490
                                                                   -----------                 -----------
Operating Expenses:
  Advertising & Promotion                                           1,618,532                   1,921,645
  Selling, General and Administrative                               1,124,809                   1,378,809
  Royalties                                                           213,240                      62,500
                                                                   -----------                 ------------
    Total Operating Expenses                                         2,956,581                  3,362,954
                                                                   -----------                 -----------
  Operating Income / (Loss)                                           (285,663)                 1,250,536
                                                                   -----------                 -----------
Other Income / (Expense):
  Interest Expense - Net                                              (133,466)                  (109,632)
  Miscellaneous Income - Net                                           462,283                     35,489
                                                                   -----------                 ------------
    Total Other Income / (Expense)                                     328,817                    (74,143)
                                                                   -----------                 ------------ 
  Income Before Provision for Income Taxes                              43,154                  1,176,393
                                                                   ------------                -----------
Provision for Income Taxes                                               -0-                         -0-
  Net Income                                                           $43,154                 $1,176,393
                                                                   ===========                 ==========
Net Income Per Share                                                     $0.01                      $0.26
                                                                   ============                =============
Weighted Average Shares Outstanding                                  4,419,548                  4,518,742
                                                                   ==========                  ===========

</TABLE>




























     The accompanying notes are an integral part of these statements.


                                                  -3-

<PAGE>



                        RICHARD BARRIE FRAGRANCES, INC.

                       STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995

<TABLE>
<S>                                   <C>         <C>                <C>                  <C>                 <C>    
                                         Common Stock             Additional
                                         $(0.005 Par)               Paid-In            Accumulated
                                     Shares      Amount             Capital              Deficit            Total
Balances, June 30, 1995              4,419,548   $22,097          $6,982,738        ($6,282,072)          722,763
  Net Income for the Three Months
  Ended September 30, 1995           0             0                  0                  43,154            43,154
                                    --             --                 --            -------------       ---------
Balances, September 30, 1995         4,419,548   $22,097          $6,982,738       ($6,238,918)          $765,917
      (unaudited)                    =========   =======          ==========       ============          ========
                              


</TABLE>




































     The accompanying notes are an integral part of this statement.


                                                  -4-

<PAGE>



                        RICHARD BARRIE FRAGRANCES, INC.

                            STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

<TABLE>
<S>                                                                                     <C>                  <C>       


                                                                                        1995                 1994
                                                                                               (unaudited)
Cash Flows From Operating Activities:
  Net Income                                                                         $  43,154            $1,176,393
                                                                                     ---------            ----------
  Adjustments to Reconcile Net Income to:
  Net Cash Provided by / (Used in) Operating Activities:
    Depreciation and Amortization                                                      124,229              119,174
    (Increase) / Decrease in:
    Accounts Receivable                                                               (710,842)            (2,759,053)
    Inventory and Promotional Merchandise                                              555,782               (716,088)
    Other Current and Long Term Assets                                                (412,785)              (589,497)
    Increase / (Decrease) in:
    Accounts Payable and Accrued Expenses                                              413,083              1,407,221
                                                                                     ---------            -----------

    Total Adjustments                                                                  (30,533)            (2,538,243)
                                                                                     ---------            ----------- 

   Net Cash Provided by / (Used in) Operating Activities:                               12,621             (1,361,850)
                                                                                     ---------            ----------- 
Cash Flows from Investing Activities:
  Purchase of Property, Plant and Equipment                                            (33,118)                 (1,422)
                                                                                     ---------            ------------ 
  Net Cash Used in Investing Activities                                                (33,118)                 (1,422)
                                                                                     ---------            ------------ 
Cash Flows from Financing Activities:
    Repayment of Notes Payable to Muelhens Inc.                                         0                    (513,059)
    Net Proceeds from Private Placement of Shares, net of                               0                     (20,548)
                                                                                     -----------           ------------ 
      Shares Issuance Costs
  Net Cash Used in Financing Activities                                                 0                    (533,607)
                                                                                    -----------            ----------- 
  Net Change in Cash and Cash Equivalents                                             (20,497)              (1,896,879)
  Cash and Cash Equivalents at June 30, 1995 and 1994                                 339,715                3,382,698
                                                                                     ---------            -----------
  Cash and Cash Equivalents at September 30, 1995 and 1994                           $319,218               $1,485,819
                                                                                     --------               ----------

</TABLE>





















     The accompanying notes are an integral part of these statements.



                                                  -5-

<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 three  month  period  ended  September  30, 1995 are not
representative of results to be expected for the full year.

2. Net income per share was computed by dividing the Company's net income 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 income per share for 1995, as their  inclusion  would have an  anti-dilutive
effect on net  income  per share.  For 1994,  the  impact of 78,566  outstanding
warrants and 20,628 stock options were included in the calculation of net income
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  $6,200,000 and approximately
$5,700,000 for tax purposes at September 30, 1995.  These  carryforwards  expire
through  fiscal  year  2010.  Due to the  change 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.


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



                                                  -6-

<PAGE>



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 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.  Overall,  the  Company  anticipates  that this will have a  positive
impact on net income in fiscal 1996.




                                                  -7-

<PAGE>



         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 this time the principal
amount of $5,157,750 is due and payable.

         On November 1, 1995, a letter of intent was signed  between the Company
and Parlux Fragrances, Inc. ("Parlux") under which Parlux would purchase all the
assets of the Company and would assume all the  liabilities  of the Company with
the exception of the Company's obligations under its $5,157,750 principal amount
10%  Convertible  Subordinated  Promissory  Notes  ("Notes").  The  contemplated
purchase  price is (i) the  issuance to the  Company of 185,000  shares of newly
issued Common Stock of Parlux,  and (ii) $750,000 in cash. The foregoing  number
of shares is based upon the average  closing price of the Common Stock being not
less than $13.00 per share or greater  than $19.00 per share for the ten trading
days ending three  trading  days prior to the closing.  In the event the average
closing price is outside of this range, then appropriate adjustment will be made
as set forth  with more  particularity  in the  Agreement.  The  closing of this
transaction is subject to the Company negotiating and signing a definitive asset
purchase  agreement with Parlux,  and the approvals by the Board of Directors of
both companies, as well as the stockholders and Noteholders of the Company.

Results of Operations

         Net  sales  for  the  three  months  ended   September  30,  1995  were
$4,064,791,  a 40.2%  decrease  from the three months ended  September 30, 1994.
This  decrease is  attributable  to the  termination  of the  Muelhens and Payot
distribution  agreements  described above, whose net sales totaled $5,293,460 in
the three months ended  September 30, 1994. Net sales on the non Muelhens brands
increased by $2,559,524, a 170.0% increase, from the corresponding period of the
prior fiscal year. Net sales on Melrose  Place,  which launched in the summer of
1995,  totaled  $1,622,803,  while sales on the Baryshnikov  brands increased by
$936,721,   or  62.2%,  due  primarily  to  the  expanded  distribution  of  the
Baryshnikov pour femme brand.

         Cost of sales  were  34.3% of net  sales  for the  three  months  ended
September  30, 1995,  as compared to 32.1% for the  corresponding  period of the
prior fiscal year. The increase was principally due to the Company's  reserve of
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 the
Muelhens brands.

         Advertising and promotion  expenses  decreased by $303,113 in the three
months ended  September  30, 1995, a 15.8%  decrease from 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
39.8% for the three months ended  September  30, 1995,  as compared to 28.3% for
the prior  fiscal  year.  This  percentage  increase  was  primarily  due to (i)
supporting  the  launch  of  Melrose  Place  and the  expanded  distribution  of
Baryshnikov  pour femme during the three months ended  September  30, 1995,  and
(ii) in the prior fiscal year,  the Company  received a significant  increase in
net sales from the  relaunch  of 4711 Eau de Cologne  and  Moments by  Priscilla
Presley, while having relatively low levels of advertising and promotion support
during that quarter (the major  advertising  and promotion  expenses,  including
approximately  $1,498,000  in media  spending,  were  incurred in the  following
quarter ended December 31, 1994).

         Selling,  general and  administrative  ("S,G&A")  expenses decreased by
$254,000 in the three months ended  September 30, 1995. This decrease was due to
variable selling and  distribution  costs that were lower as a result of the net
sales decreases.



                                                  -8-

<PAGE>




         Royalties  were 5.2% of net sales for the three months ended  September
30, 1995, as compared to 0.9% 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, and had a 1% royalty rate through June 30, 1995,
when the  distribution  agreements  were  terminated,  while the Baryshnikov and
Melrose Place brands have 5% royalty rates, with certain minimums.

         Net interest expense increased by $23,834 during the three months ended
September 30, 1995,  primarily due to less  interest  income from  investment of
available cash reserves.

         Miscellaneous  income  increased  by $426,794  during the three  months
ended  September  30,  1995,  primarily  due to fees  generated  by the new AS&W
Agreement with Muelhens-USA, as described above.

         Net income for the three months ended  September  30, 1995 was $43,154,
as  compared to net income of  $1,176,393  for the  corresponding  period of the
prior fiscal year. The primary reasons for the decline in net income were (i) in
the prior fiscal year,  the Company  received a significant  net income  benefit
from the relaunch of 4711 Eau de Cologne and Moments by Priscilla  Presley,  due
to greatly increased net sales from this relaunch,  together with relatively low
levels of  advertising  and  promotion  support  during that  quarter (the major
advertising and promotion expenses,  including approximately $1,498,000 in media
spending,  were incurred in the following  quarter ended December 31, 1994), 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 September 30, 1995 were $319,218, which is
comparable to the $339,715 at June 30, 1995.

         Accounts receivable  increased to $2,481,032 at September 30, 1995 from
$1,770,190 at June 30, 1995 due to the increased  volume of net sales  primarily
from the launch of Melrose Place during this quarter.

         Inventory  and  promotional  merchandise  decreased  to  $2,184,939  at
September 30, 1995 from  $2,740,721  at June 30, 1995.  The decrease of $555,782
was  primarily due to shipping  Melrose Place in this quarter,  and 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  increased to $766,852 at September 30, 1995 from
$354,067 at June 30, 1995. The increase of $412,785 was primarily due to prepaid
print media  advertising  that will be run during October and November,  1995 to
support the Melrose Place and Baryshnikov pour femme brands.

         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 three months ended  September 30,
1995.

         The combination of accounts payable and accrued  expenses  increased to
$2,818,701 at September 30, 1995 from  $2,405,618 at June 30, 1995. The increase
of $413,083 was primarily  due to the  increased net sales and inventory  volume
associated  with the launch of Melrose  Place and the expanded  distribution  of
Baryshnikov pour femme.




                                                  -9-

<PAGE>



         At September  30, 1995,  the Company had  negative  working  capital of
$2,224,410,   and  a  current  ratio  of  0.7  to  1,  principally  due  to  the
classification of the convertible notes payable totaling  $5,515,750  (discussed
below) as a current  liability.  If not for the convertible  notes payable,  the
working  capital would have been  $2,933,340,  with a current ratio of 2.0 to 1.
The Company has no bank lines of credit or long term borrowing from banks.

         The Company's operating  activities provided net cash of $12,621 in the
three  months  ended  September  30,  1995,  as  compared  to net  cash  used in
operations of $1,361,850 for the corresponding  period of the prior fiscal year.
The $1,374,471  increase of net cash provided by operations was primarily due to
(1) a heavier concentration of sales occurred earlier in the quarter this fiscal
year than in the prior  fiscal  year  leading  to a greater  percentage  of cash
collections  on sales during the current  quarter,  and (2) 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  10%  Convertible   Subordinated
Promissory Notes. 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 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 a letter of intent with
Parlux, to sell its business to Parlux.  Such sale would be 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 for whatever reason the
transaction with Parlux does not get completed, the Company would need to do one
or a combination  of the  following:  (a)  restructure  the payment terms of the
Notes, which would require consent of the Noteholders,  (b) induce conversion of
the Notes into common  stock by reducing  the  conversion  price,  or (c) 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.  The Company  anticipates  approximately  $150,000 in
expenditures for research and development  during the next twelve months,  which
is anticipated  to be internally  funded.  The Company  launched a fragrance for
both men and women,  Melrose Place,  based upon the popular  television show, in
the summer of 1995.  The Company is currently  developing a new men's  fragrance
line under the Baryshnikov  license,  called Baryshnikov Sport, that it plans to
introduce  in the  spring of 1996.  Over the next  several  years,  the  Company
anticipates  the development of additional  products,  which the Company expects
would be funded from working  capital or external  sources of financing that may
be available at that time. The Company's  present plans for product  development
and marketing focus on products under the



                                                  -10-

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Baryshnikov and Melrose Place licenses. Future product lines may be developed or
acquired outside of the Company's current agreements to the extent the Company's
financial resources permit it to do so.

         Under the Baryshnikov license,  certain minimum annual net sales levels
must be  achieved.  The  minimum  net  sales  level is  $7,250,000  for the 1995
calendar year.  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.  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.  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
anticipates that it will be able to meet all these minimum requirements.


PART II.  OTHER INFORMATION

Item 5.  Other Information.

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

         (a)      Exhibits.

                  None

         (b)      Reports on Form 8-K

                  None



                                                  -11-

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                                                        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 thereunto duly authorized.


                                             Richard Barrie Fragrances, Inc.
                                             (Registrant)



Dated:  November  13, 1995          By:   /s/Richard Barrie
                                          Richard Barrie, President


Dated:  November  13, 1995          By:  /s/ Joseph Buvel
                                          Joseph Buvel, Chief Financial Officer




                                                  -12-

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