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, 1999

---------  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: August 5, 1999: 5,731,778

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



<PAGE>



                           Million Dollar Saloon, Inc.

                 Form 10-QSB for the Quarter ended June 30, 1999

                                Table of Contents


                                                                            Page
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         12


Part II - Other Information

  Item 1   Legal Proceedings                                                 14

  Item 2   Changes in Securities                                             14

  Item 3   Defaults Upon Senior Securities                                   15

  Item 4   Submission of Matters to a Vote of Security Holders               15

  Item 5   Other Information                                                 15

  Item 6   Exhibits and Reports on Form 8-K                                  15


Signatures                                                                   16









                                                                               2

<PAGE>

<TABLE>
<CAPTION>


Part 1 - Item 1 - Financial Statements

                  Million Dollar Saloon, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                             June 30, 1999 and 1998

                                   (Unaudited)

                                     Assets
                                     ------
                                                                        1999           1998
                                                                     -----------    -----------
<S>                                                                  <C>            <C>

Current Assets
   Cash on hand and in bank                                          $   644,251    $   719,685
   Note receivable - current portion                                      24,480         22,604
   Prepaid income taxes receivable                                        12,903           --
   Inventory                                                              17,375         12,115
   Prepaid expenses                                                       65,872         80,828
                                                                     -----------    -----------

      Total current assets                                               764,881        835,232
                                                                     -----------    -----------


Property and Equipment - At Cost
   Buildings and related improvements                                  1,987,514      1,955,132
   Furniture and equipment                                               805,087        788,706
   Vehicles                                                               52,728         52,728
                                                                     -----------    -----------
                                                                       2,845,328      2,796,566
   Less accumulated depreciation                                      (1,614,881)    (1,520,298)
                                                                     -----------    -----------
                                                                       1,230,447      1,276,268
   Land                                                                  741,488        741,488
                                                                     -----------    -----------

      Net property and equipment                                       1,971,935      2,017,756
                                                                     -----------    -----------


Other Assets
   Note receivable - noncurrent portion                                   67,850         93,094
   Accounts receivable from officers,  shareholders and affiliates          --          825,965
   Organization costs, net of accumulated amortization
      of $57,137 and $42,152, respectively                                17,791         32,776
   Loan costs, net of accumulated amortization of
       $23,705 and $17,384 respectively                                    7,902         14,223
   Other                                                                   6,975          7,725
                                                                     -----------    -----------

      Total other assets                                                 100,518        973,783
                                                                     -----------    -----------

Total Assets                                                         $ 2,837,334    $ 3,826,771
                                                                     ===========    ===========
</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, 1999 and 1998

                                   (Unaudited)

                      Liabilities and Shareholders' Equity
                      ------------------------------------

                                                              1999          1998
                                                           -----------   -----------
<S>                                                        <C>           <C>

Current Liabilities
   Current portion of long-term debt                       $   181,905   $   122,370
   Accounts payable - trade                                     23,510        32,462
   Accrued liabilities                                          43,362        51,733
   Dividends payable                                            57,318        61,445
   Tenant deposits                                               6,500         6,500
                                                           -----------   -----------

      Total current liabilities                                312,595       274,510
                                                           -----------   -----------


Long-term Liabilities
   Long-term debt, net of current maturities                    67,832       296,514
   Deferred tax liability                                      125,057        98,936
                                                           -----------   -----------

      Total liabilities                                        505,484       669,960
                                                           -----------   -----------


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.  5,731,778 and 6,144,451 issued
      and outstanding, respectively                              5,732         6,144
   Additional paid-in capital                                     --         598,965
   Retained earnings                                         2,326,118     2,581,702
                                                           -----------   -----------
                                                             2,331,850     3,186,811
     Treasury stock (30,000 shares at cost)                       --         (30,000)
                                                           -----------   -----------

      Total shareholders' equity                             2,331,850     3,156,811
                                                           -----------   -----------

Total Liabilities and Shareholders' Equity                 $ 2,837,334   $ 3,826,771
                                                           ===========   ===========

</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 and Comprehensive Income
                Six and Three months ended June 30, 1999 and 1998

                                   (Unaudited)

                                      Six months     Six months    Three months   Three months
                                        ended           ended          ended          ended
                                     June 30, 1999  June 30, 1998  June 30, 1999  June 30, 1998
                                     -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>
Revenues
   Bar and restaurant sales           $ 1,644,382    $ 1,648,655    $   789,174    $   818,713
   Rental income                          340,436        239,055        170,525        113,633
                                      -----------    -----------    -----------    -----------
      Total revenues                    1,984,818      1,887,710        959,699        932,346
                                      -----------    -----------    -----------    -----------

Cost of Sales - Bar and
   Restaurant Operations                1,016,637        986,748        530,539        522,195
                                      -----------    -----------    -----------    -----------

Gross Profit                              968,181        900,962        429,160        410,151
                                      -----------    -----------    -----------    -----------

Operating Expenses
   General and administrative             672,906        672,652        339,966        306,465
   Interest                                16,299         25,610          7,520         19,438
   Depreciation and amortization           57,632         55,382         28,815         29,330
                                      -----------    -----------    -----------    -----------
      Total operating expenses            746,837        753,644        376,301        346,564
                                      -----------    -----------    -----------    -----------

Income from Operations                    221,344        147,618         52,859         63,587

Other Income (Expenses)
   Interest and other miscellaneous        10,235         29,163          5,329         16,115
                                      -----------    -----------    -----------    -----------

Income before Income Taxes                231,579        176,481         58,188         79,702

Income tax (expense)
   Currently payable                      (78,750)       (59,089)       (20,750)       (26,089)
   Deferred                                  --             --             --             --
                                      -----------    -----------    -----------    -----------

Net Income                                152,829        117,392         37,438         53,613

Other comprehensive income                   --             --             --             --
                                      -----------    -----------    -----------    -----------

Comprehensive Income                  $   152,829    $   117,392    $    37,438    $    53,613
                                      ===========    ===========    ===========    ===========

</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 Income and Comprehensive Income
                Six and Three months ended June 30, 1999 and 1998

                                   (Unaudited)

                                Six months       Six months      Three months     Three months
                                  ended            ended             ended            ended
                               June 30, 1999    June 30, 1998    June 30, 1999    June 30, 1998
                               -------------    -------------    -------------    -------------
<S>                             <C>              <C>              <C>              <C>

Net Income                      $  152,829       $  117,392       $   37,438       $   53,613

Other comprehensive income            --               --               --               --
                                ----------       ----------       ----------       ----------


Comprehensive Income            $  152,829       $  117,392       $   37,438       $   53,613
                                ==========       ==========       ==========       ==========


Earnings per share of common
   stock outstanding computed
   on net income - basic and
   fully diluted                     $0.03            $0.02           $0.01             $0.01
                                      ====             ====            ====              ====

Weighted-average number
   of shares outstanding -
   basic and fully diluted       5,731,778        5,831,771        5,731,778        6,144,451
                                ==========       ==========       ==========       ==========

</TABLE>


                (Remainder of this page left blank intentionally)













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

                                                                               6



<PAGE>

<TABLE>
<CAPTION>

                  Million Dollar Saloon, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                     Six months ended June 30, 1999 and 1998

                                   (Unaudited)

                                                                        1999         1998
                                                                      ---------    ---------
<S>                                                                   <C>          <C>

Cash Flows from Operating Activities
   Net income                                                         $ 152,829    $ 117,392
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Depreciation and amortization                                   57,632       55,382
         Common stock issued for consulting fees                           --         69,700
         Interest income from shareholders capitalized as principal        --        (20,281)
         (Increase) decrease in
            Accounts receivable - trade and other                         6,671         --
            Federal income taxes receivable                              78,750       37,248
            Inventory                                                     1,029        3,982
            Prepaid expenses                                             (9,412)      (7,284)
         Increase (decrease) in
            Accounts payable and other accrued liabilities              (19,321)      19,161
            Income taxes payable                                           --          6,841
                                                                      ---------    ---------
Net cash provided by operating activities                               268,178      282,141
                                                                      ---------    ---------

Cash Flows from Investing Activities
   Principal collections on note receivable                              11,920       12,348
   Net proceeds from sale of fixed assets                                  --           --
   Purchases of property and equipment                                   (6,714)     (31,596)
                                                                      ---------    ---------
Net cash used in investing activities                                     5,206      (19,248)
                                                                      ---------    ---------

Cash Flows from Financing Activities
   Private placement of common stock                                       --        530,000
   Principal payments on long-term notes payable                        (88,587)     (79,276)
   Funds advanced to affiliated and shareholders - net                     --           --
   Purchase of treasury stock                                              --        (30,000)
   Dividends paid                                                      (115,363)    (113,884)
                                                                      ---------    ---------
Net cash used in financing activities                                  (203,950)     306,840
                                                                      ---------    ---------

Increase in Cash and Cash Equivalents                                    69,434      569,733

Cash and cash equivalents at beginning of period                        574,817      149,952
                                                                      ---------    ---------

Cash and cash equivalents at end of period                            $ 644,251    $ 719,685
                                                                      =========    =========
</TABLE>

                                  - Continued -


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
                Consolidated Statements of Cash Flows - Continued
                     Six months ended June 30, 1999 and 1998

                                   (Unaudited)

                                                                1999     1998
                                                               -------  -------
Supplemental Disclosures of Interest
   and Income Taxes Paid

      Interest paid during the period                          $16,299   $25,610
                                                               =======   =======

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


Supplemental Schedule of Non-Cash Investing
   and Financing Activities

      Declaration of second quarter dividend,
         payable in the third quarter at $0.01
         and $0.01 per share, respectively                     $57,318   $61,445
                                                               =======   =======





                (Remainder of this page left blank intentionally)










The financial  information  presented  herein has been  prepared  by  management
  without audit by independent certified public accountants.
                                                                               8


<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, 1999 and 1998, 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
accompanying  financial  statements do 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, 1999.

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.)   Cash and cash equivalents
      -------------------------

      The Company considers all cash on hand and in banks, including accounts in
      book overdraft positions,  certificates of deposit and other highly-liquid
      investments with maturities of three months or less, when purchased, to be
      cash and cash equivalents.






                                                                               9

<PAGE>


                  Million Dollar Saloon, Inc. and Subsidiaries

                    Notes to Financial Statements - Continued


Note 3 - 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.  As of June 30, 1999,  the  individual  has not complied with the
"second closing" portion of the Agreement.

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.

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 was 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,  which was originally 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>


                  Million Dollar Saloon, Inc. and Subsidiaries

                    Notes to Financial Statements - Continued


Note 4 - Segment Information

The  Company  operates  with a  centralized  management  structure  and  has two
identifiable  operating segments:  an adult entertainment  lounge and restaurant
located in Dallas, Texas and commercial rental real estate located in Dallas and
Tarrant  Counties,  Texas.  All revenues are generated from  operations in these
geographic  areas.  The Company has a relationship  whereby rental revenues from
various entities under common control comprise  approximately 16.6% and 13.1% of
total  revenues  for  the six  month  period  ended  June  30,  1999  and  1998,
respectively.

<TABLE>

                                      Restaurant      Rental       General and
                                       facility     real estate   administrative    Total
                                     -----------    -----------   -------------- -----------
<S>                                  <C>            <C>           <C>            <C>

Six months ended June 30, 1999
------------------------------
   Revenue from external customers   $ 1,644,382    $   340,436   $      --      $ 1,984,818
   Revenue (expenses) from/to
     intercompany sources                   --             --            --             --
   Interest income                          --            4,098         6,137         10,235
   Interest expense                        1,008         15,291        16,299
   Depreciation and amortization          17,427         34,557         5,648         57,632
   Income tax expense (benefit)          (22,265)       102,235        (1,220)        78,750
   Segment assets                        420,369      1,940,851       476,114      2,837,334
   Fixed asset expenditures                 --            6,714          --            6,714

Six months ended June 30, 1998
------------------------------
   Revenue from external customers   $ 1,648,655    $   239,055   $      --      $ 1,984,818
   Revenue (expenses) from/to
     intercompany sources                   --             --            --             --
   Interest income                         5,106         14,852         9,205         29,163
   Interest expense                        1,701         23,909          --           25,610
   Depreciation and amortization          15,686         34,048         5,648         55,382
   Income tax expense (benefit)            9,590         74,384       (24,885)        59,089
   Segment assets                        647,144      2,701,123       478,504      3,826,771
   Fixed asset expenditures                 --           31,596          --             --

</TABLE>


Note 5 - Commitments

On July 9, 1999,  Dewanna Ross,  the Company's  Chief  Operating  Officer,  Vice
President of Operations,  Secretary,  Treasurer and a director,  entered into an
Employment Agreement  (Agreement) with the Company for a term of two years which
provides for a salary of $1,400 per week during the first year of the  Agreement
and $1,500 per week during the second year of the Agreement.



                                                                              11

<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 remained relatively constant between the first six
months  of 1999 as  compared  to the first  six  months  of 1998.  Total bar and
restaurant sales for the 1999 period were  approximately  $1,644,000 as compared
to  approximately  $1,649,000  for the 1998 period.  Rental income  increased by
approximately  $101,000 for the same period from approximately  $239,000 for the
first six  months of 1998 to  approximately  $340,000  for the first  quarter of
1999.  This  is due to  scheduled  increases  in  weekly  rental  income  on the
Company's properties and the execution of a new lease renewal at higher rates in
1998.

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

Cost of sales increased by approximately  $30,000 during the first six months of
1999 as compared to the same expenses for the same period in 1998. This increase
is a result of an approximate  $16,000 increase in entertainer  compensation and
charges for upgrading and renovations to stage lighting and sound systems in the
Company's  Dallas  Texas  entertainment   facility.   Gross  profit  percentages
increased  slightly to 48.78% for the first six months of 1999 versus 47.73% for
the first six months of 1998. Increased cost controls over purchasing, inventory
management  protocols and labor  management  continue to contribute to improving
gross profit percentages.

General and administrative  expenses were relatively consistent in the first six
months of 1999  versus the first six months of 1998.  The Company  continues  to
experience  relatively  constant  expenditure levels for other general operating
expenses.  Management  continues  to monitor its  expenditure  levels to achieve
optimum financial results.

Net income  before  income  taxes was  approximately  $232,000 for the first six
months of 1999 versus  approximately  $176,000 for the first six months of 1998.
After-tax net income also increased by approximately  $36,000 from approximately
$117,000  for the first six  months of 1998 to  approximately  $153,000  for the
first  six  months  of 1999.  The  Company  experienced  earnings  per  share of
approximately  $0.03 per share for the first six months of 1999 as  compared  to
approximately $0.02 per share for the first six months of 1998.



                                                                              12

<PAGE>


(2)  Liquidity

As of June 30, 1999, the Company has working capital of  approximately  $452,000
as compared to  approximately  $441,000 at December  31, 1998 and  approximately
$561,000  at March 31,  1998.  The  Company  achieved  positive  cash flows from
operations  of  approximately  $268,000  for the first six months of 1999 versus
approximately  $282,000 for the first six months of 1998. The Company's  working
capital position was impacted by the increased calculation of current maturities
of long-term  debt for 1999 and the payment of income tax estimates  during 1998
which were carried forward into 1999.

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 Company an aggregate of approximately $115,000 and $114,000 during the first
six  months  of  1999  and  1998,   respectively   and  declared   dividends  of
approximately  $57,000 and  $61,000 to be paid in the third  quarter of 1999 and
1998,  respectively.  Future  operating  liquidity,  debt  service and  dividend
payments, if any, are expected to be sustained from continuing operations.

(3)  Year 2000 Considerations

The Year 2000 (Y2K) date change is believed to affect  virtually  all  computers
and  organizations.  The Company has  undertaken a  comprehensive  review of its
information  systems,  including  personal  computers,  software and  peripheral
devices,  and its  general  communications  systems.  The  Company has no direct
electronic  links with any  customer or supplier.  In addition,  the Company has
held discussions with certain of its software  suppliers with respect to the Y2K
date change.  The Company has  completed its detailed  review,  as a preliminary
assessment and the Company believes, as of the date of this filing, that it will
not be  required  to modify or  replace  significant  portions  of its  computer
hardware or software and any such modifications or replacements are, or will be,
readily  available.  The Company  anticipates that it will complete its detailed
review by June 30, 1999 and complete any modifications, upgrades or replacements
during the third quarter of 1999.

The Company is also planning to hold discussions with its significant suppliers,
shippers,  customers  and other  external  business  partners  related  to their
readiness for the Y2K date change.

The  Company  does not  expect  the costs  associated  with the Y2K date  change
compliance to have a material effect on its financial position or its results of
operations.  There can be no assurance until January 1, 2000, however,  that all
of the Company's systems, and the systems of its suppliers,  shippers, customers
or other external business partners will function adequately.










                                                                              13


<PAGE>


Part II - Other Information

Item 1 - Legal Proceedings

   The Company is one of several  defendants in Cause No.  DV99-02585-L;  Roy D.
   Stedham v. The Million Dollar Saloon,  et al.; 193rd District  Court,  Dallas
   County,  Texas which is alleged to be a class action seeking monetary damages
   for violation of the Texas Finance Code concerning  overcharges for purchases
   of certain  items by the use of a credit  card.  The  Company  has denied the
   allegations  and  intends to  vigorously  contest  the claims  asserted.  The
   Company  does not  believe  that the  plaintiff/class  will  prevail on their
   claims.  The monetary  damages sought,  plus attorneys' fees, in management's
   opinion does not constitute an amount that is material to the Company.

Item 2 - Changes in Securities

   On July  9,  1999,  W-W  Investments,  L.L.P.,  a  Texas  registered  limited
   liability partnership ("W-W Investments"),  acquired in a private transaction
   460,001  shares of the  common  stock of Million  Dollar  Saloon,  Inc.  (the
   "Company")  from  Bjorn  Heyerdahl,  a former  officer  and  director  of the
   Company, for $299,000 ($.65 per share) and additionally acquired from Nina J.
   Furrh, the President,  Chief Executive Officer and a director of the Company,
   1,823,297 shares of the common stock of the Company for $1,427,637 ($.7829975
   per share).  The 2,283,298 shares of the Company's common stock acquired from
   the  two  shareholders  represents  approximately  39.8%  of the  outstanding
   5,731,778 shares of the Company's common stock.

   As part of the  transaction,  Nina J.  Furrh,  Sharon  Furrh  and  Ronald  W.
   Johnston resigned as directors.  Nina J. Furrh also resigned as President and
   Chief  Executive  Officer of the Company.  Nina Furrh will  continue with the
   Company  until  August 31,  1999 as a salaried  employee  to assist  with the
   management during the transaction period. Dewanna Ross will continue to serve
   as the Company's Chief Operating Officer and Ronald W. Johnston will continue
   as the Chief Financial Officer of the Company.

   With the acquisition of the 2,283,298  shares of the Company's  common stock,
   W-W  Investments  and its  affiliates own 3,351,574  shares or  approximately
   58.5% of the Company's issued and outstanding shares of common stock.

   W-W  Investments  is an investment  partnership in which the Estate of Edward
   Weaver and Steven  Wheeler  are  partners.  Linda  Weaver is the  independent
   executrix of the Estate of Edward Weaver.  In addition to the shares acquired
   by W-W Investments,  Linda Weaver owns 500,000 shares of the common stock and
   has an option from the Company to purchase an  additional  400,000  shares of
   common stock for $440,000 or $1.10 per share.  As a result of the acquisition
   of the shares by W-W Investment, Linda Weaver owns beneficially,  directly or
   indirectly,  3,473,898  shares of common stock which  includes the  2,283,298
   shares  owned by W-W  Investments,  500,000  shares  owned  by Linda  Weaver,
   290,600  shares owned by Diamond  Production of Oklahoma,  L.P.,  and 400,000
   shares which may be acquired by Linda Weaver  pursuant to the option  granted
   to her by the Company in March 1998.

   As a result of the acquisition of the additional  shares by W-W  Investments,
   Steven Wheeler beneficially owns, directly or indirectly, 2,851,574 shares of
   the Company's  common stock which includes the 2,283,298  shares  acquired by
   W-W Investments, 218,000 shares owned by Steven Wheeler, 290,600 shares owned
   by Diamond  Production  of Oklahoma,  L.P. and 59,676 shares owned by Diamond
   Production  Company  L.L.C.,  which is owned by The Wheeler Trust '89.  Linda
   Weaver is a limited  partner of Diamond  Production  of  Oklahoma,  L.P.  and
   Diamond Production Company L.L.C. is the General Partner.



                                                                              14

<PAGE>


   Neither W-W Investments nor any of its partners borrowed from any third party
   the  funds  necessary  to  make  the  purchase  of the  shares  from  the two
   shareholders  nor has W-W  Investment  nor any of its  partners  pledged to a
   third party any of the shares of the Company's  common stock owned by them to
   obtain any funds for this transaction.

   W-W  Investments  has the  right to elect up to three  directors  to fill the
   vacancies  created by the  resignations  of Nina J. Furrh,  Sharon  Furrh and
   Ronald Johnston. On July 9, 1999, Michael R. Garrett was elected to the Board
   of  Directors  to  fill  one  of  the  vacancies   created  by  the  director
   resignations. It is anticipated that within the next 30 days, W-W Investments
   will submit two  additional  nominees to be elected to the Board of Directors
   of the Company.

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 27       Financial Data Schedule

   July 9, 1999     Form 8-K disclosing items discussed in Part II -Item 2 and
                    Part II - Item 5 above.





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<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    9   , 1999                                /s/ Dewanna Ross
       -------                               ----------------------------------
                                                                   Dewanna Ross
                                                        Chief Operating Officer
                                                                   and Director


August    9   , 1999                                /s/ Ronald W. Johnston
       -------                               ---------------------------------
                                                             Ronald W. Johnston
                                                        Chief Financial Officer















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