UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


(Mark one)
   XX     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--------  ACT OF 1934

                  For the quarterly period ended June 30, 1998

-------- TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

         For the transition period from ______________ to _____________



                         Commission File Number: 0-27006
                                                 -------

                           MILLION DOLLAR SALOON, INC.
        (Exact name of small business issuer as specified in its charter)

         Nevada                                                  13-3428657
-----------------------                                 ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                    6848 Greenville Avenue, Dallas, TX 75231
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (214) 691-6757
                                 --------------
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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: April 30, 1998: 6,144,451

Transitional Small Business Disclosure Format (check one): YES NO X


<PAGE>



                                                              

                           MILLION DOLLAR SALOON, INC.

                 Form 10-QSB for the Quarter ended June 30, 1998

                                Table of Contents


                                                                          Page
Part I - Financial Information

  Item 1 Financial Statements                                               3

  Item 2 Management's Discussion and Analysis or Plan of Operation         11


Part II - Other Information

  Item 1 Legal Proceedings                                                 12

  Item 2 Changes in Securities                                             12

  Item 3 Defaults Upon Senior Securities                                   12

  Item 4 Submission of Matters to a Vote of Security Holders               13

  Item 5 Other Information                                                 13

  Item 6 Exhibits and Reports on Form 8-K                                  13


Signatures                                                                 14











                                                                               2

<PAGE>

<TABLE>
<CAPTION>


Part 1 - Item 1 - Financial Statements

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       June 30, 1998 and December 31, 1997

                                     ASSETS
                                                                     (Unaudited)    (Audited)
                                                                      June 30,      December 31,
                                                                        1998           1997
                                                                     -----------    -----------
<S>                                                                  <C>            <C>    

CURRENT ASSETS
   Cash on hand and in bank                                          $   719,685    $   149,952
   Note receivable - current portion                                      22,604         22,604
   Prepaid income taxes receivable                                          --           37,248
   Inventory                                                              12,115         16,097
   Prepaid expenses                                                       80,828         73,544
                                                                     -----------    -----------

         Total current assets                                            835,232        299,445
                                                                     -----------    -----------


PROPERTY AND EQUIPMENT
   Buildings and related improvements                                  1,955,132      1,955,132
   Furniture and equipment                                               788,706        757,110
   Vehicles                                                               52,728         52,728
                                                                     -----------    -----------
                                                                       2,796,566      2,764,970
   Less accumulated depreciation                                      (1,520,298)    (1,475,570)
                                                                     -----------    -----------
                                                                       1,276,268      1,289,400
   Land                                                                  741,488        741,488
                                                                     -----------    -----------

         Net property and equipment                                    2,017,756      2,030,888
                                                                     -----------    -----------


OTHER ASSETS
   Note receivable - noncurrent portion                                   93,094        105,442
   Accounts receivable from officers,  shareholders and affiliates       825,965        805,684
   Organization costs, net of accumulated amortization
      of $42,152 and $34,658, respectively                                32,776         40,270
   Loan costs, net of accumulated amortization of
       $17,384 and $14,222 respectively                                   14,223         17,384
   Other                                                                   7,725          7,725
                                                                     -----------    -----------

         Total other assets                                              973,783        976,505
                                                                     -----------    -----------

TOTAL ASSETS                                                         $ 3,826,771    $ 3,306,838
                                                                     ===========    ===========
</TABLE>

                                  - Continued -



The financial information presented herein has been prepared by management
  without audit by independent certified public accountants.                   3


<PAGE>

<TABLE>
<CAPTION>

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                       June 30, 1998 and December 31, 1997

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                            (Unaudited)    (Audited)
                                                              June 30,    December 31,
                                                                1998          1997
                                                           ------------   ------------
<S>                                                                       <C>    
              
CURRENT LIABILITIES
   Current portion of long-term debt                       $   122,370    $   163,288
   Accounts payable - trade                                     32,462         22,571
   Accrued liabilities                                          51,733         35,622
   Dividends payable                                            61,445         54,095
   Tenant deposits                                               6,500          6,500
                                                           -----------    -----------

         Total current liabilities                             274,510        282,076
                                                           -----------    -----------


LONG-TERM LIABILITIES
   Long-term debt, net of current maturities                   296,514        334,872
   Deferred tax liability                                       98,936         98,936
                                                           -----------    -----------

         Total liabilities                                     669,960        715,884
                                                           -----------    -----------


COMMITMENTS AND CONTINGENCIES


SHAREHOLDERS' EQUITY
   Preferred stock - $0.001 par value.  5,000,000 shares
      authorized.  None issued and outstanding                    --             --
   Common stock - $0.001 par value.  50,000,000 shares
      authorized.  6,144,451 and 5,409,451 issued
      and outstanding, respectively                              6,144          5,409
   Additional paid-in capital                                  598,965           --
   Retained earnings                                         2,581,702      2,585,545
                                                           -----------    -----------
                                                             3,186,811      2,590,954
     Treasury stock (30,000 shares at cost)                    (30,000)          --
                                                           -----------    -----------

         Total shareholders= equity                          3,156,811      2,590,954
                                                           -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 3,826,771    $ 3,306,838
                                                           ===========    ===========
</TABLE>


The financial information presented herein has been prepared by management
  without audit by independent certified public accountants.                   4


<PAGE>


<TABLE>
<CAPTION>

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                Six and Three months ended June 30, 1998 and 1997
                                   (Unaudited)


                                      Six months      Six months    Three months   Three months
                                         ended           ended          ended          ended
                                     June 30, 1998   June 30, 1997  June 30, 1998  June 30, 1997
                                     -------------   -------------  -------------  -------------
<S>                                                                 <C>            <C>    
REVENUES
   Bar and restaurant sales           $ 1,648,655    $ 1,772,768    $   818,713    $   931,698
   Rental income                          239,055        220,612        113,633        109,807
                                      -----------    -----------    -----------    -----------
      Total revenues                    1,887,710      1,993,380        932,346      1,041,505
                                      -----------    -----------    -----------    -----------

COST OF SALES - BAR
   AND RESTAURANT
   OPERATIONS                             986,748      1,040,515        522,195        567,957
                                      -----------    -----------    -----------    -----------

GROSS PROFIT                              900,962        952,865        410,151        474,548
                                      -----------    -----------    -----------    -----------

OPERATING EXPENSES
   General and administrative             672,652        520,330        306,465        263,200
   Interest                                25,610         34,339         19,438         17,048
   Depreciation and amortization           55,382         58,782         27,691         29,330
                                      -----------    -----------    -----------    -----------
      Total operating expenses            753,644        613,451        346,564        309,327
                                      -----------    -----------    -----------    -----------

INCOME FROM OPERATIONS                    147,618        339,414         63,587        164,970

OTHER INCOME (EXPENSES)
   Interest and other miscellaneous        29,163         20,019         16,115         10,453
   Gain on sale of fixed assets              --           48,499           --             --
                                      -----------    -----------    -----------    -----------

INCOME BEFORE
   INCOME TAXES                           176,481        407,932         79,702        175,423

INCOME TAX (EXPENSE)
   BENEFIT
   Currently payable                      (59,089)       (96,700)       (26,089)       (42,700)
   Deferred                                  --             --             --             --
                                      -----------    -----------    -----------    -----------

NET INCOME                            $   117,392    $   311,232    $    53,613    $   132,723
                                      ===========    ===========    ===========    ===========

Earnings per share of
   common stock outstanding                 $0.02          $0.06          $0.01          $0.03
                                            =====          =====          =====          =====

Weighted-average number
   of shares outstanding                5,831,771      5,010,084      6,144,451      5,010,084
                                      ===========    ===========    ===========    ===========
</TABLE>



The financial information presented herein has been prepared by management
  without audit by independent certified public accountants.                   5

<PAGE>

<TABLE>
<CAPTION>

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six months ended June 30, 1998 and 1997
                                   (Unaudited)

                                                                        1998         1997
                                                                      ----------   ---------
<S>                                                                                <C>     

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                         $ 117,392    $ 311,232
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Depreciation and amortization                                   55,382       58,782
         Gain on sale of fixed assets                                      --        (48,499)
         Common stock issued for consulting fees                         69,700         --
         Interest income from shareholders capitalized as principal     (20,281)     (20,825)
         (Increase) decrease in
            Federal income taxes receivable                              37,248         --
            Inventory                                                     3,982         (175)
            Prepaid expenses                                             (7,284)     (12,240)
         Increase (decrease) in
            Accounts payable and other accrued liabilities               19,161      (26,932)
            Tenant deposits                                                --          4,550
            Income taxes payable                                          6,841       46,700
                                                                      ---------    ---------
Net cash provided by operating activities                               282,141      312,593
                                                                      ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Principal collections on note receivable                              12,348        9,520
   Net proceeds from sale of fixed assets                                  --        149,374
   Purchases of property and equipment                                  (31,596)      (1,731)
                                                                      ---------    ---------
Net cash used in investing activities                                   (19,248)     157,163
                                                                      ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Private placement of common stock                                    530,000         --
   Principal payments on long-term notes payable                        (79,276)     (95,450)
   Funds advanced to affiliated and shareholders - net                     --           --
   Purchase of treasury stock                                           (30,000)     (11,247)
   Dividends paid                                                      (113,884)    (350,707)
                                                                      ---------    ---------
Net cash used in financing activities                                   306,840     (457,404)
                                                                      ---------    ---------

INCREASE IN CASH AND CASH EQUIVALENTS                                   569,733       12,352

Cash and cash equivalents at beginning of period                        149,952      267,856
                                                                      ---------    ---------

Cash and cash equivalents at end of period                            $ 719,685    $ 280,208
                                                                      =========    =========
</TABLE>

                                  - Continued -



The financial information presented herein has been prepared by management
  without audit by independent certified public accountants.                   6


<PAGE>


                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                     Six months ended June 30, 1998 and 1997
                                   (Unaudited)

                                                         1998        1997
                                                         --------   --------
SUPPLEMENTAL DISCLOSURES OF
   INTEREST AND INCOME TAXES PAID

      Interest paid during the period                    $ 25,610   $ 34,339
                                                         ========   ========

      Income taxes paid                                  $ 15,000   $ 50,000
                                                         ========   ========


SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES

      Declaration of second quarter dividend,
         payable in the third quarter at $0.01
         and $0.02 per share, respectively               $ 61,445   $100,276
                                                         ========   ========








The financial information presented herein has been prepared by management
  without audit by independent certified public accountants.                   7

<PAGE>

                                                      

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                          Notes to Financial Statements



Note 1 - Basis of Presentation

Million Dollar Saloon,  Inc.  (Company) was  incorporated  under the laws of the
State of Nevada on September 28, 1987.  These financial  statements  reflect the
books and  records of Million  Dollar  Saloon,  Inc.  (Nevada),  Million  Dollar
Saloon, Inc. (Texas),  Furrh, Inc., Tempo Tamers, Inc., Corporation Lex and Don,
Inc. for the periods ended June 30, 1998 and 1997, respectively. All significant
intercompany transactions have been eliminated in combination.  The consolidated
entities are referred to as Company.

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the  Securities and Exchange  Commission.  The
December  31,  1997  balance  sheet  data was  derived  from  audited  financial
statements  of the  Company,  but does not include all  disclosures  required by
generally  accepted  accounting  principles.   Users  of  financial  information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 1998.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note 2 - Summary of Significant Accounting Policies

a) Accounting principles adopted and pending adoption
   --------------------------------------------------

   In June 1997, the Financial  Accounting Standards Board released Statement of
   Financial  Accounting  Standards No. 130, "Reporting  Comprehensive  Income",
   (SFAS130)   which   established   standards  for  reporting  and   displaying
   comprehensive  income  and its  components  (revenues,  expenses,  gains  and
   losses)  in a full  set of  general  purpose  financial  statements.  SFAS130
   requires that all items that are required to be recognized  under  accounting
   standards as  components of  comprehensive  income be reported in a financial
   statement  that is  displayed  with the same  prominence  as other  financial
   statements.  SFAS130 was effective for periods  beginning  after December 15,
   1997.  The  Company  does not have any items  which  would be  required to be
   presented in this separate  statement and experienced no material impact from
   this change in presentation of its consolidated financial statements.






                                                                               8


<PAGE>


                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                    Notes to Financial Statements - Continued



Note 2 - Summary of Significant Accounting Policies - Continued

a) Accounting principles adopted and pending adoption - continued
   --------------------------------------------------------------

   In June 1997, the Financial  Accounting Standards Board released Statement of
   Financial  Accounting  Standards No. 131,  "Disclosures  About Segments of an
   Enterprise and Related  Information",  (SFAS131)  which  establishes  revised
   standards for the method in which public  business  enterprises are to report
   information about operating segments in their annual financial statements and
   requires those  enterprises to report  selected  information  about operating
   segments in interim financial reports issued to shareholders.  This statement
   also revises the related disclosures about products and services,  geographic
   areas and major customers.  SFAS131  replaces the "industry  segment" concept
   established  in  Statement  of  Financial  Accounting  Standard No. 14 with a
   "management  approach"  concept  as  the  basis  for  identifying  reportable
   segments.  SFAS131 is effective for financial  statements  for annual periods
   beginning  after December 31, 1997 and for interim  periods  presented  after
   December 31, 1998.  The Company  does not  anticipate a material  impact from
   this  change  in  disclosure   presentation  in  its  consolidated  financial
   statements upon adoption of this standard.

Note 3 - Property and equipment

   During the first  quarter of 1997,  the Company  sold a rental  property  for
   gross cash proceeds of  approximately  $149,474,  net of closing  costs,  and
   recognized a gain of approximately $48,499.


Note 4 - Common stock transactions

On March 19, 1998, the Company sold 530,000  shares of restricted,  unregistered
common stock to an individual under a Stock Purchase Agreement  (Agreement) at a
price of $1.00 per  share for total  proceeds  to the  Company of $530,000.  The
Agreement also contains a "second  closing"  clause whereby the individual  will
acquire an  additional  400,000  shares of equivalent  restricted,  unregistered
common  stock at $1.10 per share for gross  proceeds of  $440,000,  on or before
July 15, 1998.

Further,  the  Company  has  granted  the  individual  the option to purchase an
additional 1,000,000 shares of restricted,  unregistered common stock at a price
of $1.25 per share on or before February 28, 1999. The option  expiration may be
accelerated  if the  Company's  common  stock is traded on the NASDAQ  Small-Cap
Market or other  national  exchange  and the closing bid price equals or exceeds
$1.75 per share for 10 consecutive trading days (Trading Period). In this event,
the expiration date of the option shall be the 90th day after the Trading Period
and the Company must notify the individual of the acceleration in writing.




                                                                               9

<PAGE>


                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                    Notes to Financial Statements - Continued



Note 4 - Common stock transactions - Continued

On March 19, 1998, concurrent with the Stock Purchase Agreement discussed above,
the Company entered into a Consulting  Agreement with a separate  individual for
consulting,  advisory and management services to be performed as directed by the
Company's Board of Directors.  The Consulting Agreement is for a term of one (1)
year and may be  terminated  by either party with ten (10) days written  notice.
The  compensation   for  the  Consulting   Agreement  was  paid  in  restricted,
unregistered  common stock of the Company as follows:  150,000 shares as payment
for consulting,  advisory and management services to be performed as directed by
the Company's Board of Directors and an additional 55,000 shares upon receipt of
the $530,000 discussed above.  An additional 45,000 shares will be issued to the
consultant upon receipt of the $440,000 due on or before July 15, 1998.

The Company,  upon  execution  of the  Consulting  Agreement  and receipt of the
$530,000 related to the Stock Purchase Agreement,  issued the respective 150,000
and  55,000  shares  due  under  the terms of the  Consulting  Agreement.  These
transactions  were  valued at  approximately  $0.34 per share,  or an  aggregate
$69,700,  which approximated the "fair value" of the Company's  restricted stock
issued on the transaction date.




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                                                                              10

<PAGE>


Part I - Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
   AND RESULTS OF OPERATIONS


(1)   Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended.  In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.


(2)   Results of Operations

Bar  and  restaurant   operations   declined  by   approximately   $130,000  (or
approximately  7.0%)  between the six months of 1998 and the first six months of
1997.   The  April  to  June  quarter   declined   approximately   $109,000  (or
approximately  10.48%)  from the  second  quarter  1998 and 1997.  Total bar and
restaurant sales for the year-to-date 1998 period were approximately  $1,648,655
as compared to  approximately  $1,772,768 for the 1997 period.  This decline was
due to seasonal  fluctuations  in patronage,  which is dependent upon convention
and visitor activity  and other  uncontrollable  factors in the Dallas-Ft. Worth
Metroplex   geographic   area.   Additionally,   rental   income   increased  by
approximately  $18,000  for the  first six  months  in 1998  from  approximately
$221,000  for the first six  months of 1997 to  approximately  $239,000  for the
first six months of 1998.  This is due to scheduled  increases in weekly  rental
income on the Company's properties.

The Company  continues to seek effective  marketing and  advertising  methods to
maintain and increase its bar and restaurant patronage.

Cost of sales decreased by approximately  $54,000 during the first six months of
1998 as compared to the same expenses for the same period in 1997. This decrease
reflects  the effect of the  related  declines in bar and  restaurant  revenues.
Gross profit  percentages  profiled  relatively  consistently  at 47.73% for the
first six months of 1998 versus 47.80% for the first six months of 1997.

General and administrative  expenses increased by approximately  $150,000 in the
first six months of 1998  versus the first six months of 1997.  Included in this
increase is a non-cash  charge of $69,700 as  compensation  under the Consulting
Agreement to Steve Wheeler,  increased legal and  professional  fees incurred by
management  related to  preliminary  investigations  of potential  merger and/or
acquisition   candidates  and  development  of  overall  corporate   operational
strategies  and other  broad  based  increases  in  general  corporate  overhead
expenses.  As of this filing,  management has not identified any suitable merger
or  acquisition  candidates  as a result  of their  preliminary  investigations.
Further,  management  continues  to monitor  its  expenditure  levels to achieve
optimum financial results.

Net income before  income taxes,  excluding the gain on the sale of fixed assets
of approximately $48,000, was approximately $359,000 for the first six months of
1998 versus  approximately $176,000 for the first six months of 1997.  After-tax
net income has declined by approximately $193,840 yielding earnings per share of
approximately  $0.01 per share for the first six months of 1998 as  compared  to
approximately $0.06 per share for the first six months of 1997.

                                                                              11


<PAGE>


(3)   Liquidity

As of June 30, 1998, the Company has working capital of  approximately  $560,700
as compared to  approximately  $17,369 at  December  31, 1997 and  approximately
$34,400  at June 30,  1997.  The  Company  achieved  positive  cash  flows  from
operations  of  approximately  $282,141  for the first six months of 1998 versus
approximately  $312,593 for the first six months of 1997. The Company's  working
capital position was greatly  enhanced by the receipt of approximately  $530,000
in proceeds related to the sale of  approximately  530,000 shares of restricted,
unregistered common stock on March 19, 1998.  The overall  decline in cash flows
from  operating  activities  is  directly  related to the  reduction  in bar and
restaurant revenues, primarily during the second quarter of 1998.

The Company has identified no significant  capital  requirements for the current
annual period.  Liquidity requirements mandated by future business expansions or
acquisitions,  if any are specifically identified or undertaken, are not readily
determinable  at this  time as no  substantive  plans  have been  formulated  by
management.

The Stock Purchase Agreement  specifically details and limits the utilization of
the $530,000 received as follows:  1) potential acquisition of a similar bar and
restaurant  operation in Denver,  Colorado;  2) expansion and  renovation of the
Company's existing Dallas, Texas bar and restaurant operation;  3) expansion and
renovation of property owned by the Company which is under lease to an unrelated
third party and which lease  expires  during 1998;  4)  acquisition  of treasury
stock and  5) other corporate expenses related to strategic planning. As of this
filing,  the  Company  has no  definitive  agreements  to  acquire or expand any
properties.

The Company  anticipates the continuance of dividend  payments in future periods
and paid approximately  $52,000 and $61,900 during the first and second quarters
of 1998,  respectively,  and declared a dividend of approximately  $61,400 to be
paid in the third quarter of 1998. Future operating liquidity,  debt service and
dividend  payments  are  expected to be sustained  from  continuing  operations.
Additionally,  management is of the opinion that there is  additional  potential
availability  of incremental  mortgage debt and the  opportunity for the sale of
additional   common  stock  through  either  private   placements  or  secondary
offerings.


Part II - Other Information

Item 1 - Legal Proceedings

   None

Item 2 - Changes in Securities

   None

Item 3 - Defaults on Senior Securities

   None



                                                                              12


<PAGE>


Item 4 - Submission of Matters to a Vote of Security Holders

   The Company has held no regularly  scheduled,  called or special  meetings of
   shareholders during the reporting period.

Item 5 - Other Information

   None

Item 6 - Exhibits and Reports on Form 8-K

   None





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                                                                              13


<PAGE>


                                   SIGNATURES


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

                                              MILLION DOLLAR SALOON, INC.


August    1   , 1998                                  /s/ Nina J. Furrh
       -------                     ------------------------------------
                                                          Nina J. Furrh
                                                 President and Director


August    1   , 1998                             /s/ Ronald W. Johnston
       -------                     ------------------------------------
                                                     Ronald W. Johnston
                                   Chief Financial Officer and Director














                                                                              14