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 March 31, 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 March 31, 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                                  13

  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



                                                                               2

<PAGE>



<TABLE>

<CAPTION>
Part 1 - Item 1 - Financial Statements

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

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

CURRENT ASSETS
   Cash on hand and in bank                                          $   785,680    $   149,952
   Note receivable - current portion                                      22,604         22,604
   Prepaid income taxes receivable                                         4,248         37,248
   Inventory                                                              13,339         16,097
   Prepaid expenses                                                       81,782         73,544
                                                                     -----------    -----------

         Total current assets                                            907,653        299,445
                                                                     -----------    -----------


PROPERTY AND EQUIPMENT
   Buildings and related improvements                                  1,955,132      1,955,132
   Furniture and equipment                                               757,110        757,110
   Vehicles                                                               52,728         52,728
                                                                     -----------    -----------
                                                                       2,764,970      2,764,970
   Less accumulated depreciation                                      (1,497,934)    (1,475,570)
                                                                     -----------    -----------
                                                                       1,267,036      1,289,400
   Land                                                                  741,488        741,488
                                                                     -----------    -----------

         Net property and equipment                                    2,008,524      2,030,888
                                                                     -----------    -----------


OTHER ASSETS
   Note receivable - noncurrent portion                                   99,995        105,442
   Accounts receivable from officers,  shareholders and affiliates       815,824        805,684
   Organization costs, net of accumulated amortization
      of $38,406 and $34,658, respectively                                36,522         40,270
   Loan costs, net of accumulated amortization of
       $15,804 and $14,222 respectively                                   15,803         17,384
   Other                                                                   7,725          7,725
                                                                     -----------    -----------

         Total other assets                                              975,869        976,505
                                                                     -----------    -----------

TOTAL ASSETS                                                         $ 3,892,046    $ 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
                      March 31, 1998 and December 31, 1997

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                                            (Unaudited)(Audited)
                                                             March 31,  December 31,
                                                              1998         1997
                                                           -----------  -----------
<S>                                                                             <C>     

CURRENT LIABILITIES
   Current portion of long-term debt                       $  163,288   $  163,288
   Accounts payable - trade                                    24,393       22,571
   Accrued liabilities                                         46,200       35,622
   Dividends payable                                           61,445       54,095
   Tenant deposits                                              7,510        6,500
                                                           ----------   ----------

         Total current liabilities                            302,836      282,076
                                                           ----------   ----------


LONG-TERM LIABILITIES
   Long-term debt, net of current maturities                  295,631      334,872
   Deferred tax liability                                      98,936       98,936
                                                           ----------   ----------

         Total liabilities                                    697,403      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                                        2,461,976    2,585,545
                                                           ----------   ----------

         Total shareholders' equity                         3,194,643    2,590,954
                                                           ----------   ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $3,892,046   $3,306,838
                                                           ==========   ==========

</TABLE>


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

                                                                               4

<PAGE>



                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                   Three months ended March 31, 1998 and 1997
                                   (Unaudited)

                                              1998          1997
                                         -----------    -----------
REVENUES
   Bar and restaurant sales              $   829,942    $   841,070
   Rental income                             125,422        110,805
                                         -----------    -----------
      Total revenues                         955,364        951,875
                                         -----------    -----------

COST OF SALES - BAR AND
   RESTAURANT OPERATIONS                     464,553        473,558
                                         -----------    -----------

GROSS PROFIT                                 490,811        478,317
                                         -----------    -----------

OPERATING EXPENSES
   General and administrative expenses       366,187        257,130
   Interest expense                           13,202         17,291
   Depreciation and amortization              27,691         29,452
                                         -----------    -----------
      Total operating expenses               407,080        303,873
                                         -----------    -----------

INCOME FROM OPERATIONS                        83,731        174,444

OTHER INCOME (EXPENSES)
   Interest and other miscellaneous           13,048          9,566
   Gain on sale of fixed assets                 --           48,499
                                         -----------    -----------

INCOME BEFORE
   INCOME TAXES                               96,779        232,509

INCOME TAX (EXPENSE) BENEFIT
   Currently payable                         (33,000)       (54,000)
   Deferred                                     --             --
                                         -----------    -----------

NET INCOME                               $    63,779    $   178,509
                                         ===========    ===========

Earnings per share of
   common stock outstanding              $      0.01    $      0.04
                                         ===========    ===========

Weighted-average number
   of shares outstanding                   5,515,618      5,010,084
                                         ===========    ===========

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
                   Three months ended March 31, 1998 and 1997
                                   (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                         $  63,779    $ 178,509
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Depreciation and amortization                                   27,691       29,452
         Gain on sale of fixed assets                                      --        (48,499)
         Common stock issued for consulting fees                         69,700         --
         Interest income from shareholders capitalized as principal     (10,140)     (10,683)
         (Increase) decrease in
            Federal income taxes receivable                              33,000         --
            Inventory                                                     2,758         (556)
            Prepaid expenses                                             (8,238)     (23,517)
            Deferred tax asset and other                                   --           --
         Increase (decrease) in
            Accounts payable and other accrued liabilities               12,402      (26,369)
            Tenant deposits                                               1,010         --
            Income taxes payable                                           --         54,000
                                                                      ---------    ---------
Net cash provided by operating activities                               191,962      152,337
                                                                      ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Principal collections on note receivable                               5,447        3,386
   Net proceeds from sale of fixed assets                                  --        149,374
   Purchases of property and equipment                                     --         (1,081)
                                                                      ---------    ---------
Net cash used in investing activities                                     5,447      151,679
                                                                      ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Private placement of common stock                                    530,000         --
   Principal payments on long-term notes payable                        (39,241)     (60,057)
   Funds advanced to affiliated and shareholders - net                     --           --
   Dividends paid                                                       (52,440)    (150,301)
                                                                      ---------    ---------
Net cash used in financing activities                                   439,319     (210,358)
                                                                      ---------    ---------

INCREASE IN CASH AND CASH EQUIVALENTS                                   635,728       93,658

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

Cash and cash equivalents at end of period                            $ 785,680    $ 361,514
                                                                      =========    =========
</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
                   Three months ended March 31, 1998 and 1997
                                   (Unaudited)

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

      Interest paid during the period                  $13,202   $ 17,291
                                                       =======   ========
      Income taxes paid (refunded)                     $  --     $   --
                                                       =======   ========


SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES

      Declaration of first quarter
         dividend at $0.01 and $0.04
         per share, respectively                       $61,445   $200,401
                                                       =======   ========




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

                                                                               7

<PAGE>



                           MILLION DOLLAR SALOON, INC.

                          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  March  31,  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.

                    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.

                    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 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.




                (Remainder of this page left blank intentionally)











                                                                              10

<PAGE>



Part I - Item 2

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

(1)   Results of Operations

Bar and restaurant  operations  remained  relatively  constant between the first
quarter  of 1998 as  compared  to the  first  quarter  of  1997.  Total  bar and
restaurant sales for the 1998 period were approximately  $830,000 as compared to
approximately $841,000 for the 1997 period. The decline of approximately $11,000
was due to  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  $15,000 for the same period from  approximately  $111,000 for the
first quarter of 1997 to  approximately  $125,000 for the first quarter 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 $9,000 during the first three months of
1998 as compared to the same expenses for the same period in 1996. This decrease
reflects the effect of the restructured inventory management controls which were
implemented  during  the  second  quarter  of  1997.  Gross  profit  percentages
increased  slightly to 51.3% for the first three months of 1998 versus 50.2% for
the first three months of 1997.

General and administrative  expenses increased by approximately  $109,000 in the
first three  months of 1998 versus the first three  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 $184,000 for the first three months
of 1997  versus  approximately  $97,000  for the  first  three  months  of 1996.
After-tax net income has declined by approximately  $115,000  yielding  earnings
per share of approximately $0.01 per share for the first three months of 1998 as
compared to approximately $0.04 per share for the first three months of 1997.


(2)   Liquidity

As of March 31, 1998, the Company has working capital of approximately  $608,198
as compared  to  approximately  $17,369at  December  31, 1997 and  approximately
$103,000  at March 31,  1997.  The  Company  achieved  positive  cash flows from
operations of  approximately  $192,000 for the first three months of 1998 versus
approximately $152,000 for the first three 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.


                                                                              11

<PAGE>



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  and  paid
approximately  $52,000  during the first quarter of 1998 and declared a dividend
of  approximately  $61,400  to be paid in the  second  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

   On  March  19,  1998,   the  Company  sold  530,000   shares  of  restricted,
   unregistered common stock pursuant to an exemption from registration to Linda
   S.  Weaver,  an  individual  unrelated  to the  Company,  (Weaver)  for gross
   proceeds of $530,000.  Weaver will also purchase an additional 400,000 shares
   of  restricted,  unregistered  common  stock at $1.10  per  share,  for gross
   proceeds  of  $440,000,  on or before  July 15,  1998.  Further,  the Company
   granted Weaver an option to purchase up to an additional  1,000,000 shares of
   restricted,  unrestricted  common  stock on or before  February 28, 1998 at a
   price of $1.25 per share.  This option  expires on February  28, 1998 and the
   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.

   On March  19,  1998,  the  Company  issued  an  aggregate  205,000  shares of
   restricted,  unregistered  common stock to Steve Wheeler  (Wheeler) under the
   terms of a Consulting  Agreement  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 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 Wheeler upon
   receipt of the $440,000 due on or before July 15, 1998.

                                                                              12

<PAGE>



   Upon  execution  of the  Consulting  Agreement  and  receipt of the  $530,000
   related to the Stock  Purchase  Agreement,  the Company issued to Wheeler 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.

Item 3 - Defaults on Senior Securities

   None

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

     Exhibit 10.1 - Stock Purchase Agreement by and among Million Dollar Saloon,
                    Inc., Bjorn  Heyerdahl, The Joshua Furrh Trust (Sellers) and
                    Linda S. Weaver (Purchaser)

     Exhibit 10.2 - Consulting  Agreement by and between  Million Dollar Saloon,
                    Inc. and Steve Wheeler


















                                                                              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.




April    30   , 1998                                      /s/ Nina J. Furrh
      --------                              ------------------------------------
                                                              Nina J. Furrh
                                                          President and Director



April    30   , 1998                                     /s/ Ronald W. Johnston
      --------                              -----------------------------------
                                                             Ronald W. Johnston
                                            Chief Financial Officer and Director





                                                                              14