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

                                   FORM 10-QSB

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

    For the quarterly period ended MARCH 31, 2000

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

    For the transition period from _______________ to _______________

    Commission File number 33-58694


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


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


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

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

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  At May 11, 2000,  the issuer had
outstanding 30,243,531 shares of Common Stock, par value $.005 per share.

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

ITEM 1. - FINANCIAL STATEMENTS.

                                  VITRIX, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    MARCH 31,      JUNE 30,
                                                                      2000          1999
                                                                   -----------    ---------
                                                                   (Unaudited)
<S>                                                                <C>            <C>
                                     ASSETS
Current Assets:
  Cash and cash equivalents                                        $   956,599    $ 376,365
  Accounts receivable - trade, net                                     184,294       42,596
  Inventory                                                             79,622       28,397
  Prepaid expenses and other current assets                             33,527       10,591
                                                                   -----------    ---------
    TOTAL CURRENT ASSETS                                             1,254,042      457,949

PROPERTY AND EQUIPMENT, NET                                            155,410       60,865
                                                                   -----------    ---------

    TOTAL ASSETS                                                   $ 1,409,452    $ 518,814
                                                                   ===========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                                $    44,423    $  28,848
  Accounts payable                                                      77,518      146,084
  Accrued liabilities                                                  112,877       64,125
  Deferred revenue                                                      99,131       13,235
                                                                   -----------    ---------
    TOTAL CURRENT LIABILITIES                                          333,949      252,292

LONG-TERM DEBT, LESS CURRENT PORTION                                    41,746       14,466
                                                                   -----------    ---------
    TOTAL LIABILITIES                                                  375,695      266,758
                                                                   -----------    ---------

COMMITMENTS:                                                                --           --

STOCKHOLDERS' EQUITY:
  Preferred Stock, $.01 par value, 10,000,000 shares authorized,
    0 and 10,000,000 shares issued and outstanding                          --      100,000
  Common stock, $.005 par value, 50,000,000 shares authorized,
    30,243,531 and 13,241,031 shares issued and outstanding            151,218       66,205
  Contributed capital                                                2,493,505      956,468
  Accumulated deficit                                               (1,610,966)    (870,617)
                                                                   -----------    ---------
    TOTAL STOCKHOLDERS' EQUITY                                       1,033,757      252,056
                                                                   -----------    ---------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 1,409,452    $ 518,814
                                                                   ===========    =========
</TABLE>
     The Accompanying Notes are an Integral Part of the Financial Statements

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

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED                 NINE MONTHS ENDED
                                               MARCH 31,                         MARCH 31,
                                     -----------------------------     -----------------------------
                                         2000             1999             2000             1999
                                     ------------     ------------     ------------     ------------
<S>                                 <C>              <C>              <C>              <C>
Revenues:
  Product sales                     $    308,407      $    135,690      $    834,237      $    463,787
  Services revenue                        68,105            23,319           106,150            67,114
                                    ------------      ------------      ------------      ------------

      TOTAL REVENUES                     376,512           159,009           940,387           530,901
                                    ------------      ------------      ------------      ------------
COST OF REVENUES:
  Product                                111,549            48,227           319,233           164,838
  Services                                30,052                --            30,052                --
                                    ------------      ------------      ------------      ------------

      TOTAL COST OF REVENUES             141,601            48,227           349,285           164,838
                                    ------------      ------------      ------------      ------------

GROSS PROFIT                             234,911           110,782           591,102           366,063
                                    ------------      ------------      ------------      ------------
COSTS AND EXPENSES:
  Sales and marketing                    236,936            48,177           522,458           170,631
  Research and development               152,260            52,879           359,765           140,375
  General and administrative             174,557            40,212           457,360           106,614
                                    ------------      ------------      ------------      ------------

      TOTAL COSTS AND EXPENSES           563,753           141,268         1,339,583           417,620
                                    ------------      ------------      ------------      ------------

NET LOSS FROM OPERATIONS                (328,842)          (30,486)         (748,481)          (51,557)
                                    ------------      ------------      ------------      ------------
OTHER INCOME (EXPENSE):
  Interest expense                        (4,438)           (6,438)           (8,564)          (22,270)
  Interest income                          7,731             1,271            16,696             3,176
                                    ------------      ------------      ------------      ------------

                                           3,293            (5,167)            8,132           (19,094)
                                    ------------      ------------      ------------      ------------

NET LOSS                            $   (325,549)     $    (35,653)     $   (740,349)     $    (70,651)
                                    ============      ============      ============      ============

BASIC LOSS PER SHARE                $      (0.01)     $      (0.00)     $      (0.03)     $      (0.00)
                                    ============      ============      ============      ============
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                          28,279,218        15,437,711        26,272,949        14,480,850
                                    ============      ============      ============      ============
</TABLE>
     The Accompanying Notes are an Integral Part of the Financial Statements

                                       3
<PAGE>
                                  VITRIX, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      FOR THE YEAR ENDED JUNE 30, 1999 AND
             THE NINE MONTH PERIOD ENDED MARCH 31, 2000 (Unaudited)

<TABLE>
<CAPTION>
                                   PREFERRED STOCK           COMMON STOCK
                              ------------------------  ----------------------  CONTRIBUTED  ACCUMULATED
                                SHARES        AMOUNT      SHARES      AMOUNT      CAPITAL      DEFICIT       TOTAL
                              -----------    ---------  ----------   ---------  -----------  -----------  -----------
<S>                             <C>          <C>         <C>         <C>        <C>          <C>           <C>
Balance at June 30, 1998        7,536,681    $  75,367   6,476,139   $  32,381  $  387,873  $  (601,315)  $ (105,694)
 Conversion of related party
  debt and interest             1,463,319       14,633   1,257,404       6,287     243,650           --      264,570
 Sale of  stock, net of
 costs of $9,063                1,000,000       10,000     859,283       4,296     176,622           --      190,918
 Merger with Vitrix
   Incorporated                 4,648,205       23,241     148,323     171,564
 Net loss                              --           --          --    (269,302)   (269,302)
                              -----------    ---------  ----------   ---------  ----------  -----------   ----------

Balance at June 30, 1999       10,000,000    $ 100,000  13,241,031   $  66,205  $  956,468  $  (870,617)  $  252,056
 Issuance of stock options             --           --          --          --      12,000           --       12,000
 Exercise of stock options         70,000          350      26,375          --      26,725
 Sale of common stock,
  net of costs                         --           --   6,732,500      33,663   1,409,662           --    1,443,325
 Issuance of common stock
  for services                         --           --     200,000       1,000      39,000           --       40,000
 Preferred stock conversion   (10,000,000)    (100,000) 10,000,000      50,000      50,000           --
 Net loss                              --           --          --          --          --     (740,349)    (740,349)
                              -----------    ---------  ----------   ---------  ----------  -----------   ----------

Balance at March 31, 2000              --    $      --  30,243,531   $ 151,218  $2,493,505  $(1,610,966)  $1,033,757
                              ===========    =========  ==========   =========  ==========  ===========   ==========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       4
<PAGE>
                                  VITRIX, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED MARCH 31,
                                                               ------------------------------
                                                                   2000               1999
                                                               -----------        -----------
<S>                                                            <C>            <C>
Increase (Decrease) in Cash and Cash Equivalents:
 Cash flows from operating activities:
  Net Loss                                                     $  (740,349)       $   (70,651)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
   Depreciation                                                     30,983             20,701
   Accrued interest converted to equity                                 --             64,570
   Common stock and stocks options issued for services              52,000                 --
  Changes in Assets and Liabilities:
   Accounts receivable-trade                                      (141,698)            (5,026)
   Inventory                                                       (51,225)           (11,492)
   Prepaid expenses and other current assets                       (22,936)            (8,600)
   Accounts payable                                                (68,566)            23,173
   Accrued liabilities                                              48,752            (26,926)
   Deferred revenue                                                 85,896                 --
                                                               -----------        -----------
         NET CASH USED BY OPERATING ACTIVITIES                    (807,143)           (14,251)
                                                               -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                               (73,384)           (15,725)
                                                               -----------        -----------
         NET CASH USED BY INVESTING ACTIVITIES                     (73,384)           (15,725)
                                                               -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of capital leases                                       (9,289)            (2,814)
  Proceeds from issuance of stock and exercise
    of stock options                                             1,470,050            190,918
                                                               -----------        -----------
         NET CASH PROVIDED BY FINANCING ACTIVITIES               1,460,761            188,104
                                                               -----------        -----------

Net change in cash and cash equivalents                            580,234            158,128

Cash and cash equivalents at beginning of period                   376,365             96,775
                                                               -----------        -----------

Cash and cash equivalents at end of period                     $   956,599        $   254,903
                                                               ===========        ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Interest paid                                                 $     6,370        $     2,541
                                                               ===========        ===========
 Income taxes paid                                             $        --        $        --
                                                               ===========        ===========
NONCASH INVESTING AND FINANCING ACTIVITIES:
 Issuance of common stock and stock options for services       $    52,000        $        --
                                                               ===========        ===========
 Assets acquired by entering into capital leases               $    52,145        $    24,049
                                                               ===========        ===========
 Conversion of related party notes and accrued
    interest to equity                                         $        --        $   264,570
                                                               ===========        ===========
</TABLE>
     The Accompanying Notes are an Integral Part of the Financial Statements

                                       5
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND INTERIM FINANCIAL STATEMENTS:

The  accompanying   financial  statements  of  Vitrix,  Inc.  ("Vitrix"  or  the
"Company") have been prepared in accordance with generally  accepted  accounting
principles ("GAAP"), pursuant to the rules and regulations of the Securities and
Exchange Commission, and are unaudited. Accordingly, they do not include all the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management,  all adjustments (which include only normal recurring
adjustments)  necessary for a fair  presentation  of the results for the interim
periods  presented  have been made.  The results for the nine month period ended
March 31, 2000, may not be indicative of the results for the entire year.  These
financial  statements  should be read in conjunction  with the Company's  Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1999.

NAME CHANGE:

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

COMMITMENTS:

During the  quarter  ended March 31,  2000,  the  Company  entered  into a lease
agreement for additional office space in its existing location in Tempe, Arizona
under a  non-cancelable  operating lease  agreement  which expires  December 31,
2004.  The  Company  also  leases  office  space  in  Tempe,   Arizona  under  a
non-cancelable operating lease agreement which expires in May 2001.

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


                                                 YEAR ENDING
                  YEAR                            MARCH 31,
                  ----                           -----------

                  2001                           $   224,400
                  2002                               216,400
                  2003                               220,500
                  2004                               229,000
                  2005                               175,600
                                                 -----------

                                                 $ 1,065,900
                                                 ===========

LOSS PER SHARE:

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

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

LOSS PER SHARE (CONTINUED):

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

STOCKHOLDERS' EQUITY:

During the  quarter  ended  March 31,  2000,  the  Company  completed  a private
placement of $946,500 of common stock and common stock warrants.  The securities
were issued  under an  Agreement  with one  institutional  investor  and various
accredited investors. The offering consisted of 4,732,500 shares of common stock
and warrants to purchase an aggregate of 2,366,250  shares of common stock.  The
warrants are exercisable at $.28 per share for a period of three years.

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

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999

         REVENUES.  Revenue for the nine month  period ended March 31, 2000 (the
"reporting period"),  rose 77% to $940,387,  compared to revenue of $530,901 for
the nine month  period  ended March 31,  1999 (the  "comparable  period").  This
growth was principally the result of increased customer demand for the Company's
software and hardware solutions, which resulted in an increase in sales volume.

         GROSS  PROFIT.  Gross profit as a percentage  of revenue was 63% in the
reporting  period,  compared to 69% in the  comparable  period.  The decrease in
gross  profit as a  percentage  of  revenue  was  primarily  attributable  to an
increase in the proportion of bundled  software and hardware  solutions sales to
software-only  solutions  sales.  The  average  gross  profit  per unit  sold on
software and  hardware  units is lower than the average  gross profit  margin on
software-only  solutions. Due to the Company's increased service revenue volume,
the Company also has added additional service support personnel  resulting in an
increase in cost of services.

         EXPENSES.  Sales  and  marketing  expenses  were  $522,458,  or  56% of
revenues, in the reporting period,  compared to $170,631, or 32% of revenues, in
the  comparable   period.  The  increase  in  sales  and  marketing  expense  is
attributable  to increased  labor costs  resulting from the hiring of additional
sales  and  marketing  personnel  and  increased   advertising  and  promotional
expenses.

         Research and development expenses were $359,765, or 38% of revenues, in
the  reporting  period,  compared  to  $140,375,  or  26%  of  revenues,  in the
comparable  period.  The  increase  in  research  and  development   expense  is
attributable  to increased  labor costs for the development of the Company's ASP
(Application Service Provider) product and to enhance its existing products.

         General and administrative  expenses were $457,360, or 49% of revenues,
in the  reporting  period,  compared to  $106,614,  or 20% of  revenues,  in the
comparable  period.  The  increase  in general  and  administrative  expenses is
primarily  attributable  to the hiring of  additional  management  personnel and
additional expenses incurred as a result of the Company being a public reporting
company.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999

         REVENUES.  Revenue for the three month period ended March 31, 2000 (the
"reporting quarter"), rose 137% to $376,512, compared to revenue of $159,009 for
the three month period  ended March 31, 1999 (the  "comparable  quarter").  This
growth was principally the result of increased customer demand for the Company's
software and hardware solutions, which resulted in an increase in sales volume.

         GROSS  PROFIT.  Gross profit as a percentage  of revenue was 62% in the
reporting quarter,  compared to 70% in the comparable  quarter.  The decrease in
gross  profit as a  percentage  of revenues was  primarily  attributable  to the
Company's increased service revenue volume, which resulted in the Company adding
additional service support personnel.

                                       8
<PAGE>
         EXPENSES.  Sales  and  marketing  expenses  were  $236,936,  or  63% of
revenues, in the reporting quarter,  compared to $48,177, or 30% of revenues, in
the  comparable  quarter.  The  increase  in  sales  and  marketing  expense  is
attributable  to increased  labor costs  resulting from the hiring of additional
sales  and  marketing  personnel  and  increased   advertising  and  promotional
expenses.

         Research and development expenses were $152,260, or 40% of revenues, in
the  reporting  quarter,  compared  to  $52,879,  or  33%  of  revenues,  in the
comparable  quarter.  The  increase  in  research  and  development  expense  is
attributable   to  increased   labor  costs  for  the  development  of  its  ASP
(Application Service Provider) product and to enhance its existing products.

         General and administrative  expenses were $174,557, or 46% of revenues,
in the  reporting  quarter,  compared to  $40,212,  or 25% of  revenues,  in the
comparable  quarter.  The  increase  in general and  administrative  expenses is
primarily  attributable  to the hiring of  additional  management  personnel and
additional expenses incurred as a result of the Company being a public reporting
company.

LIQUIDITY AND CAPITAL RESOURCES

         Working capital as of March 31, 2000 was $920,093, compared to $240,005
at March 31, 1999. Cash and cash equivalents at those dates amounted to $956,599
and $254,903, respectively.

         OPERATIONS.  Net cash used by  operations  increased to $807,143 in the
reporting period,  compared to $14,251 in the comparable period. The increase in
net  cash  used was  primarily  attributable  to an  increase  in the net  loss,
accounts  receivable,  inventory and prepaid expenses and a decrease in accounts
payable.

         INVESTMENT  ACTIVITIES.  For the  reporting  period,  the Company  used
$73,384 to purchase property and equipment,  compared to $15,725 of property and
equipment purchases in the comparable period.

         FINANCING  ACTIVITIES.   Net  cash  provided  by  financing  activities
increased to  $1,460,761 in the  reporting  period,  compared to $188,104 in the
comparable  period.  The  increase  was  primarily  due to the  Company  raising
$1,470,050 through a private placement of common stock and common stock warrants
in the reporting period.

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

                                       9
<PAGE>
YEAR 2000 COMPLIANCE

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

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

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

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

FORWARD-LOOKING INFORMATION

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

                                       10
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

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

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

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

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


             NO.                               DESCRIPTION
             ---                               -----------
            10.1      First  Amendment  to Office  Lease  Agreement,
                      dated  March 28, 2000, between LAFP Phoenix, Inc,
                      as Lessor, and the Registrant, as Lessee

        (b) Reports on Form 8-K

               No reports were filed on Form 8-K during the quarter  ended March
          31, 2000.

                                       11
<PAGE>
                                   SIGNATURES


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

                                         VITRIX, INC.


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


                                       12