UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

--------------------------------------------------------------------------------


(Mark one)
   X     Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange
------   Act of 1934


                For the quarterly period ended September 30, 2003

         Transition  Report Under Section 13 or 15(d of The Securities  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: November 17, 2003: 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 September 30, 2003

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         14

  Item 3   Controls and Procedures                                           16

Part II - Other Information

  Item 1   Legal Proceedings                                                 16

  Item 2   Changes in Securities                                             16

  Item 3   Defaults Upon Senior Securities                                   16

  Item 4   Submission of Matters to a Vote of Security Holders               16

  Item 5   Other Information                                                 17

  Item 6   Exhibits and Reports on Form 8-K                                  17


Signatures                                                                   17



















                                                                               2

<PAGE>

Part I
Item 1 - Financial Statements

                  Million Dollar Saloon, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                           September 30, 2003 and 2002

                                   (Unaudited)

                                                 September 30,    September 30,
                                                      2003             2002
                                                 -------------    -------------
                                     ASSETS
Current Assets
   Cash on hand and in bank                      $     131,652    $   1,089,750
   Marketable securities                               385,270             --
   Accounts receivable
     Trade                                             133,770           92,867
     Prepaid income taxes                               16,450             --
   Inventory                                            34,377           21,903
   Prepaid expenses                                    142,830           98,629
                                                 -------------    -------------

     Total current assets                              844,349        1,303,149
                                                 -------------    -------------


Property and Equipment - At Cost
   Buildings and related improvements                2,096,714        2,017,514
   Furniture and equipment                             889,699          867,452
                                                 -------------    -------------
                                                     2,986,413        2,884,966
   Less accumulated depreciation                    (1,953,623)      (1,878,702)
                                                 -------------    -------------
                                                     1,032,790        1,029,174
   Land                                                741,488          741,488
                                                 -------------    -------------

     Net property and equipment                      1,774,278        1,747,752
                                                 -------------    -------------


Other Assets
   Land held for future development                  2,649,786             --
   Deposits and other                                    1,725            4,725
                                                 -------------    -------------

     Total other assets                              2,651,511            4,725
                                                 -------------    -------------

Total Assets                                     $   5,247,475    $   3,055,626
                                                 =============    =============



                                  - Continued -



    The consolidated financial information presented herein has been prepared
    by management without audit by independent certified public accountants.
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                                                               3

<PAGE>

                                   Million Dollar Saloon, Inc. and Subsidiaries
                     Consolidated Balance Sheets - Continued
                           September 30, 2003 and 2002

                                   (Unaudited)

                                                   September 30,   September 30,
                                                        2003            2002
                                                   -------------   -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Note payable                                    $   2,156,714   $        --
   Loan from officer                                     140,000            --
   Accounts payable - trade                               23,734          12,885
   Accrued liabilities                                    61,825          42,260
   Federal income taxes payable                             --           116,014
   Tenant deposits                                         6,500           6,500
                                                   -------------   -------------

     Total current liabilities                         2,388,773         177,659
                                                   -------------   -------------


Long-Term Liabilities
   Deferred tax liability                                288,916         134,524
                                                   -------------   -------------

     Total liabilities                                 2,677,689         312,183
                                                   -------------   -------------


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 shares issued and outstanding               5,732           5,732
   Retained earnings                                   2,564,054       2,737,711
                                                   -------------   -------------

     Total shareholders' equity                        2,569,786       2,743,443
                                                   -------------   -------------

Total Liabilities and Shareholders' Equity         $   5,247,475   $   3,055,626
                                                   =============   =============




    The consolidated financial information presented herein has been prepared
    by management without audit by independent certified public accountants.
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                  Million Dollar Saloon, Inc. and Subsidiaries
      Consolidated Statements of Operations and Comprehensive Income (Loss)
             Nine and Three months ended September 30, 2003 and 2002

                                   (Unaudited)

                                               Nine months      Nine months     Three months     Three months
                                                  ended            ended            ended            ended
                                              September 30,    September 30,    September 30,    September 30,
                                                   2003             2002             2003             2002
                                              -------------    -------------    -------------    -------------
<S>                                           <C>              <C>              <C>              <C>
Revenues
   Bar and restaurant sales                   $   2,541,912    $   2,699,352    $     835,416    $     885,893
   Rental income                                    442,959          424,920          126,050          127,775
                                              -------------    -------------    -------------    -------------
     Total revenues                               2,984,871        3,124,272          961,466          993,668
                                              -------------    -------------    -------------    -------------

Cost of Sales - Bar and
   Restaurant Operations                          1,465,881        1,694,772          507,383          581,955
                                              -------------    -------------    -------------    -------------

Gross Profit                                      1,518,990        1,429,500          454,083          411,713
                                              -------------    -------------    -------------    -------------

Operating Expenses
   General and administrative expenses            1,274,853          993,437          458,133          350,717
   Interest                                         110,106              207           44,052              207
   Depreciation and amortization                     68,042           68,721           22,663           22,907
                                              -------------    -------------    -------------    -------------
     Total operating expenses                     1,453,001        1,062,365          524,848          362,486
                                              -------------    -------------    -------------    -------------

Income (Loss) from Operations                        65,989          367,135          (70,765)          37,882

Other Income (Expenses)
   Interest and other miscellaneous                  12,640            6,590            4,773           (3,647)
   Unrealized gain on marketable securities           6,462             --               --               --
                                              -------------    -------------    -------------    -------------

Income (Loss) before Income Taxes                    85 091          373,725          (65,992)          34,235

Income Tax (Expense) Benefit
   Currently payable                                (20,000)        (126,000)          35,000          (33,428)
   Deferred                                            --               --               --               --
                                              -------------    -------------    -------------    -------------

Net Income (Loss)                                    65,091          247,725          (30,992)             807

Other Comprehensive Income                             --               --               --               --
                                              -------------    -------------    -------------    -------------

Comprehensive Income (Loss)                   $      65,091    $     247,725    $     (30,992)   $         807
                                              =============    =============    =============    =============

Earnings per share of common stock
   outstanding, computed on net income
   - basic and fully diluted                  $        0.01    $        0.04    $       (0.01)             nil
                                              =============    =============    =============    =============

Weighted-average number
   of shares outstanding                          5,731,778        5,731,778        5,731,778        5,731,778
                                              =============    =============    =============    =============
</TABLE>



    The consolidated financial information presented herein has been prepared
    by management without audit by independent certified public accountants.
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                                                               5

<PAGE>
<TABLE>
<CAPTION>

                  Million Dollar Saloon, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                  Nine months ended September 30, 2003 and 2002

                                   (Unaudited)

                                                              Nine months      Nine months
                                                                 ended            ended
                                                             September 30,    September 30,
                                                                  2003             2002
                                                             -------------    -------------
<S>                                                          <C>              <C>
Cash Flows from Operating Activities
   Net income                                                $      65,091    $     247,725
   Adjustments to reconcile net income to
     net cash provided  by operating activities
       Depreciation and amortization                                68,042           68,721
       Unrealized loss on marketable securities                     (6,462)            --
       (Increase) decrease in
         Accounts receivable - trade and other                     (65,242)         (36,001)
         Inventory                                                  13,710             --
         Prepaid expenses                                          (99,087)         (98,626)
       Increase (decrease) in
         Accounts payable and other liabilities                   (229,532)         (69,982)
         Federal income taxes payable                              (14,950)          41,614
         Unearned revenues                                          (9,500)            --
                                                             -------------    -------------

     Net cash provided by operating activities                    (277,930)         150,965
                                                             -------------    -------------


Cash Flows from Investing Activities
   Purchases of property and equipment                              (8,788)            --
   Cash paid for land held for future development                 (493,072)            --
                                                             -------------    -------------

     Net cash used in investing activities                        (501,860)            --
                                                             -------------    -------------


Cash Flows from Financing Activities
   Cash received on note payable to officer                        140,000             --
   Cash paid for marketable securities                             (11,715)            --
                                                             -------------    -------------

     Net cash provided by financing activities                     128,285             --
                                                             -------------    -------------

Increase in Cash and Cash Equivalents                             (651,505)         150,965

Cash at beginning of period                                        783,157          938,785
                                                             -------------    -------------

Cash at end of period                                        $     131,652    $   1,089,750
                                                             =============    =============


Supplemental Disclosures of Interest and Income Taxes Paid
     Interest paid during the period                         $     110,106    $        --
                                                             =============    =============
     Income taxes paid (refunded)                            $      34,950    $        --
                                                             =============    =============
</TABLE>




    The consolidated financial information presented herein has been prepared
    by management without audit by independent certified public accountants.
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                                                               6

<PAGE>

                  Million Dollar Saloon, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements


NOTE A - Background and Organization

Million Dollar Saloon,  Inc. (MDS) was incorporated  under the laws of the State
of Nevada on September 28, 1987. MDS is a holding company  providing  management
support to its operating  subsidiaries:  Furrh,  Inc., Tempo Tamers,  Inc., Don,
Inc. and Corporation Lex.

Furrh,  Inc.  (Furrh) was  incorporated  under the laws of the State of Texas on
February 25, 1974. Furrh provides  management services to Tempo Tamers, Inc, its
wholly-owned subsidiary.  Tempo Tamers, Inc. (Tempo), was incorporated under the
laws  of  the  State  of  Texas  on  July  3,  1978.  Tempo  operates  an  adult
entertainment  lounge and restaurant facility,  located in Dallas,  Texas, under
the registered trademark and trade name "Million Dollar Saloon(R)".

Don,  Inc.  (Don)  was  incorporated  under  the  laws of the  State of Texas on
November 8, 1973. Don owns and manages  commercial  rental  property  located in
Tarrant County, Texas.

Corporation Lex (Lex) was  incorporated  under the laws of the State of Texas on
November 30, 1984. Lex owns and manages  commercial  rental property  located in
Dallas County, Texas.


NOTE B - Preparation of Financial Statements

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
adopted a year-end of December 31.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 2002.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
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, 2003

These  financial  statements  reflect  the books and  records of Million  Dollar
Saloon, Inc., Furrh, Inc., Tempo Tamers, Inc., Corporation Lex and Don, Inc. for
the nine months ended September 30, 2003 and 2002, respectively. All significant
intercompany transactions have been eliminated in combination.  The consolidated
entities are referred to as Company.

                                                                               7

<PAGE>

                  Million Dollar Saloon, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements - Continued


NOTE C - Summary of Significant Accounting Policies

1.   Cash and Cash Equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  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.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2.   Marketable Securities
     ---------------------

     Investments in the equity  securities of other companies,  including mutual
     fund investments, that have readily determinable fair values (as defined in
     Statement  of  Financial  Accounting  Standards  No. 115,  "Accounting  for
     Certain   Investments  in  Debt  and  Equity  Securities"  (SFAS  115)  are
     classified, at the date of acquisition, into three categories and accounted
     for as follows:

     Trading Securities - Equity securities that are bought and held principally
     for the  purpose  of  selling  them in the near term are  reported  at fair
     value. Unrealized gains and losses are included in earnings.

     Available-for-Sale  Securities - Equity  securities not classified in other
     categories  are reported at fair value,  with  unrealized  gains and losses
     excluded   from   earnings  and   reported  in  a  separate   component  of
     shareholders' equity.

     Held-to-Maturity  Securities - Equity  securities  that the Company has the
     positive  intent and ability to hold to maturity  are reported at amortized
     cost.

     Other  investments that do not have a readily  determinable  fair value are
     recorded at amortized cost.

     The Company  evaluates  the  carrying  value of all  marketable  securities
     classified as  "held-to-maturity"  or "other investments that do not have a
     readily  determinable  fair value" on a quarterly  basis in accordance with
     Statement of Financial  Accounting  Standards No. 144,  "Accounting for the
     Impairment or Disposal of Long-Lived Assets". Any permanent impairment,  if
     any, is charged to operations in the quarter in which the  determination of
     impairment is made.

     For  purposes  of  computing   realized  gains  and  losses,  the  specific
     identification method is used.

3.   Accounts Receivable and Revenue Recognition
     -------------------------------------------

     In the normal course of business,  the Company extends  unsecured credit to
     virtually  all of its tenants  related to rental  property  operations  and
     accepts  cash or  nationally  issued  bankcards  as  payment  for goods and
     services in its adult lounge and entertainment  facility.  Bankcard charges
     are normally paid by the clearing institution within three to fourteen days
     from the date of presentation by the Company.

     Since  December  31,  2000,  all  lessors of Company  rental  property  are
     entities  controlled  by a Company  controlling  shareholder,  officer  and
     director.  All lease rental payments are due in advance on the first day of
     the week for that week. All revenue sources are located either in Dallas or
     Tarrant County, Texas.


                                                                               8

<PAGE>

                  Million Dollar Saloon, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements - Continued


NOTE C - Summary of Significant Accounting Policies - Continued

3.   Accounts Receivable and Revenue Recognition - continued
     -------------------------------------------

     Because of the credit risk  involved,  management has provided an allowance
     for doubtful  accounts  which  reflects  its opinion of amounts  which will
     eventually become uncollectible.  In the event of complete non-performance,
     the  maximum  exposure  to the  Company  is the  recorded  amount  of trade
     accounts   receivable   shown  on  the   balance   sheet  at  the  date  of
     non-performance.

4.   Inventory
     ---------

     Inventory  consists  of  food  and  liquor  consumables  necessary  in  the
     operation of Tempo's adult lounge and entertainment  facility.  These items
     are  valued at the lower of cost or market  using the  first-in,  first-out
     method of accounting.

5.   Property and Equipment
     ----------------------

     Property  and  equipment  is  recorded  at  cost  and is  depreciated  on a
     straight-line  basis,  over the estimated  useful lives  (generally 5 to 40
     years)  of the  respective  asset.  Major  additions  and  betterments  are
     capitalized and depreciated  over the estimated useful lives of the related
     assets. Maintenance, repairs, and minor improvements are charged to expense
     as incurred.

6.   Trademark rights
     ----------------

     Amounts  paid in  conjunction  with the  acquisition  and  retention of the
     trademark "Million Dollar Saloon(R)" have been capitalized. The life of the
     registration  is  twenty  years  from  its  affirmation  in 1988 and may be
     extended as allowed by applicable law at that point in time. This trademark
     has been  assigned  Registration  No.  1,509,636  by the U. S.  Patent  and
     Trademark Office.

     The  Company  amortizes  the  trademark  over  a  10-year  life  using  the
     straight-line method.

     On December 31, 2002, in accordance with Statement of Financial  Accounting
     Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
     Assets",  Management  reflected  an  impairment  equivalent  to 100% of the
     unamortized  balance  (approximately  $2,250) against the carrying value of
     this asset.

7.   Income Taxes
     ------------

     The Company files a consolidated Federal Income Tax return and utilizes the
     asset and liability method of accounting for income taxes. The deferred tax
     asset and deferred tax liability accounts, as recorded when material to the
     financial statements, are entirely the result of temporary differences.  No
     valuation  allowance was provided  against  deferred tax assets.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization.


                                                                               9

<PAGE>

                  Million Dollar Saloon, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements - Continued


NOTE C - Summary of Significant Accounting Policies - Continued

8.   Earnings per share
     ------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,   whichever  is  later.  As  of  September  30,  2003  and  2002,
     respectively,  the Company has no outstanding  stock  warrants,  options or
     convertible  securities  which could be considered as dilutive for purposes
     of the loss per share calculation.


NOTE D - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


NOTE E - Concentrations of Credit Risk

The Company  maintains its cash accounts in a financial  institution  subject to
insurance coverage issued by the Federal Deposit Insurance  Corporation  (FDIC).
Under FDIC rules,  the Company and its  subsidiaries  are  entitled to aggregate
coverage of $100,000 per account type per  separate  legal entity per  financial
institution.  During  the  nine  months  ended  September  30,  2003  and  2002,
respectively,   the  various  operating  companies  had  deposits  in  financial
institutions  with credit risk  exposures in excess of statutory  FDIC coverage.
The  Company has  incurred no losses  during 2003 and 2002 as a result of any of
these unsecured situations.


NOTE F - Marketable Securities

Marketable securities as of September 30, 2003 consist entirely of an investment
in a money market instrument-based mutual funds and are summarized as follows:

                                                    Available     Held to
                                        Trading     for sale     Maturity
                                       ---------   ---------   -----------
     Aggregate fair value              $ 378,808   $    --     $      --
     Gross unrealized holding gains    $   6,462   $    --     $      --
     Gross unrealized holding losses   $    --     $    --     $      --
     Amortized cost basis              $ 385,270   $    --     $      --


The net  unrealized  holding gains and losses on trading  securities  which have
been included in the statement of operations were  approximately  $6,462 for the
nine months ended September 30, 2003.

                                                                              10

<PAGE>

                  Million Dollar Saloon, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements - Continued


NOTE G - Property and Equipment

Property and equipment consists of the following at September 30, 2003 and 2002,
respectively.
<TABLE>
<CAPTION>

                                          September 30,    September 30,
                                               2003             2002        Estimated life
                                          -------------    -------------    --------------
     <S>                                  <C>              <C>              <C>
     Buildings and related improvements       2,096,714        2,017,514      15-40 years
     Furniture and equipment                    889,699          867,452       5-10 years
                                          -------------    -------------
                                              2,986,413        2,884,966
     Less accumulated depreciation           (1,953,623)      (1,878,702)
                                          -------------    -------------
                                               1,032,790        1,029,174
     Land                                       741,488          741,488
                                           -------------    -------------

     Net property and equipment           $   1,774,278    $   1,747,752
                                          =============    =============
</TABLE>


Depreciation  expense for the nine months ended  September 30, 2003 and 2002 was
approximately $68,042 and $68,721, respectively.


NOTE H - Land Held for Future Development
         Note Payable
         Loan from Officer

On February 14, 2003, the Company purchased 6.695 acres of undeveloped  property
located in Dallas,  Texas.  The  purchase  price was  approximately  $2,650,312,
including closing expenses of approximately $53,599.

The Company paid $493,072 cash, inclusive of a $140,000 loan to the Company from
Duncan Burch, an officer and director of the Company, and issued to the seller a
one-year note in the principal amount of $2,156,713 with 8% annual interest. The
payment of the note is secured with a lien  against the property  granted to the
note  holder  by the  Company.  The  interest  on the  note is  payable  monthly
(approximately  $14,678 per month)  beginning  April 1, 2003 with the  principal
amount due and payable on February 1, 2004.

The Company will be required to pay approximately  $132,000 during Calendar 2003
to service this debt.

The property is undeveloped  and suitable for commercial  development.  Although
the  Company  has not  determined  the usage of the land,  the Company may use a
portion  of the land for an adult  cabaret  and sell the  remaining  undeveloped
property to a third party.  The  development  of the property will be subject to
the Company  obtaining a construction  loan. The Company does not currently know
the amount of the loan it will need to develop this  property or whether it will
be able to obtain a  sufficient  loan for  development  of the  property  or, if
obtained, whether the terms of the loan will be favorable to the Company.

The Company  intends to seek  long-term  financing  for the  purchased  property
before the principal  note is due in February  2004. If the Company is unable to
obtain long-term financing, the Company may have to sell the property to pay the
note.  There can be no  assurance  that the  property  can be sold for the total
amount  of the  note.  The  sale of the  property  for less  than the  Company's
purchase price will result in a loss which may  materially  impact the Company's
future financial condition and results of operations.

                                                                              11

<PAGE>

                  Million Dollar Saloon, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements - Continued


NOTE H - Income Taxes

The  components  of income  tax  expense  (benefit)  for the nine  months  ended
September 30, 2003 and 2002, respectively, are as follows:

                                                    Nine months     Nine months
                                                       ended           ended
                                                   September 30,   September 30,
                                                        2003            2002
                                                   -------------   -------------
     Federal:
       Current                                     $      20,000   $     126,000
       Deferred                                             --              --
                                                   -------------   -------------
                                                          20,000         126,000
                                                   -------------   -------------
     State:
       Current                                              --              --
       Deferred                                             --              --
                                                   -------------   -------------
                                                            --              --
                                                   -------------   -------------

       Total                                       $      20,000   $     126,000
                                                   =============   =============

The Company's  income tax expense  (benefit) for the nine months ended September
30, 2003 and 2002, respectively,  differed from the statutory federal rate of 34
percent as follows:
<TABLE>
<CAPTION>

                                                               Nine months      Nine months
                                                                  ended            ended
                                                              September 30,    September 30,
                                                                   2003             2002
                                                              -------------    -------------
     <S>                                                      <C>              <C>
     Statutory rate applied to earnings before income taxes   $      22,000    $     127,100
     Increase (decrease) in income taxes resulting from:
       State income taxes                                              --               --
       Deferred income taxes                                           --               --
       Estimated proposed adjustments on IRS audit
         of prior years returns                                        --            (21,000)
       Effect of incremental tax brackets and the
         application of business tax credits                         (2,000)          19,900
                                                              -------------    -------------

     Income tax expense                                       $      20,000    $     126,000
                                                              =============    =============
</TABLE>

The  deferred  current  tax asset and  non-current  deferred  tax  liability  on
September  30,  2003 and  2002  balance  sheets,  respectively,  consist  of the
following:

                                                 September 30,    September 30,
                                                      2003             2002
                                                 -------------    -------------

     Non-current deferred tax liability          $    (288,916)   $    (133,101)
                                                 =============    =============

The  non-current  deferred  tax  liability  results  from the usage of statutory
accelerated tax depreciation and amortization methods.



                                                                              12

<PAGE>

                  Million Dollar Saloon, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements - Continued


NOTE I - Capital Stock Transactions

On  March  19,  1998,  the  Company  entered  into a  Stock  Purchase  Agreement
(Agreement)  with an unrelated  individual.  The  Agreement  contained a "second
closing"  clause,  as amended,  whereby the individual may acquire an additional
400,000 shares of restricted,  unregistered common stock at a price of $1.10 per
share on or before the close of business on October 18,  2004.  As of  September
30,  2003,  no shares of common  stock have been issued in  accordance  with the
"second closing" portion of the Agreement.


NOTE J - Commitments

The Company leases  commercial  real estate to entities  controlled by a Company
shareholder,  officer and director on both short and long-term operating leases.
The leases require minimum weekly lease payments,  plus reimbursement for annual
property taxes.  The respective  tenants are responsible for normal  maintenance
and  repairs,  insurance  and other  direct  operating  expenses  related to the
property. As of December 31, 2002, future minimum non-cancellable lease revenues
are as follows:
                                            Year ending
                                            December 31,       Amount
                                            ------------      --------
                                               2003           $169,750
                                                              ========


NOTE K - 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  operations  in  these
geographic  areas. As of September 30, 2003 and 2002,  respectively,  all rental
revenues  are  derived  from  entities   controlled  by  a  Company  controlling
shareholder,  officer  and  director.  Approximately  13.8%  and  16.5% of total
revenues for Calendar 2002 and 2001, respectively, came from related parties.
<TABLE>
<CAPTION>

                                         Restaurant          Rental         General and
                                          facility        real estate      administrative        Total
                                       --------------    --------------    --------------   --------------
<S>                                    <C>               <C>               <C>              <C>
Nine months ended September 30, 2003
------------------------------------
   Revenue from external customers     $    2,541,912    $         --      $         --     $    2,541,912
   Revenue from related parties                  --             442,959              --            442,959
   Revenue (expenses) from/to
     intercompany sources                    (180,000)         (326,000)          506,000             --
   Interest income                               --                 893            11,747           12,640
   Interest expense                              --                --             110,106          110,106
   Depreciation and amortization               23,785            56,004              --             68,042
   Income tax expense (benefit)                (8,100)           22,000             6,100           20,000
   Segment assets                             423,078         1,868,171         2,956,226        5,247,475
   Fixed asset expenditures                     8,788              --           2,649,786        2,658,574
Nine months ended September 30, 2002
------------------------------------
   Revenue from external customers     $    2,699,352    $         --      $         --     $    2,699,352
   Revenue from related parties                  --             424,920              --            424,920
   Revenue (expenses) from/to
     intercompany sources                    (180,000)             --             180,000             --
   Interest income                               --               4,590             2,000            6,590
   Interest expense                              --                 207              --                207
   Depreciation and amortization               24,465            44,256              --             68,721
   Income tax expense (benefit)                 5,590           119,730               680          126,000
   Segment assets                             478,298         2,208,197           369,131        3,055,626
   Fixed asset expenditures                      --                --                --               --
</TABLE>


                                                                              13

<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

(6)  Caution Regarding Forward-Looking Information

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(7)  Results of Operations

Nine months ended  September 30, 2003 as compared to Nine months ended September
--------------------------------------------------------------------------------
30, 2002
--------

Bar and restaurant  sales declined by  approximately  $157,000 (or 5.82)% in the
nine  months  ended   September  30,  2003.  Bar  and   restaurant   sales  were
approximately  $2,542,000  for the  nine  months  ended  September  30,  2003 as
compared to  approximately  $2,699,000  in the  comparable  period of 2002.  The
decrease was  attributable  to overall  fluctuations  in visitor  traffic to the
Dallas-Ft.  Worth Metroplex and local  patronage.  While the Company's  facility
holds a valid "sexually oriented business" license issued by the City of Dallas,
Texas; the City of Dallas, Texas continues to pursue enforcement of its Sexually
Oriented  Business  Ordinance.  This Ordinance  restricts the attire and dancing
activities  at the  Company's  Million  Dollar  Saloon,  and other  local  adult
cabarets, which has resulted in a decrease in patron attendance at the Company's
facilities.

Management's  continues  to direct it's  efforts  towards  customer  service and
increasing sales through effective marketing and advertising methods to maintain
and increase its bar and restaurant patronage and comply with current regulatory
conditions and environment.

The Company's rental income increased by approximately  $18,000 to approximately
$443,000 for the first nine months of 2003 as compared to approximately $425,000
in the same  period  of  Calendar  2002.  All of the  leases  are with  entities
controlled by Duncan Burch, one of the Company's  controlling  shareholders.  On
January 30, 2001, the Company's Board of Directors  approved an amendment to the
lease  agreement  covering  the  property  owned by  Corporation  Lex, a Company
subsidiary.  The amendment  provides that  effective  January 1, 2001,  the base
rental will be reduced  from  $4,750 per week to $1,000 per week.  Additionally,
the amended lease provided that the Company,  as landlord,  shall receive 10% of
the gross revenues generated from the business located at the property,  payable
quarterly.  Since the scheduled expiration of this lease in May 2002, the lessee
has been on a month-to-month  basis at the same rental rate. As of September 30,
2003,  the Company is due  approximately  $134,000 in additional  rents over and
above the  required  weekly  payment  as  calculated  on the gross  sales of the
related  party  tenant.  As a part of the  settlement  with the  City of  Dallas
related to the  location  and  operation of sexually  oriented  businesses,  the
tenant of the Corporation  Lex property ceased  operations on July 31, 2003. The
tenant also cancelled the  month-to-month  lease as of that date. At the present
time,  this property is vacant and available for lease.  Management is uncertain
of the future use or ability to obtain a suitable tenant on this property.


                                                                              14

<PAGE>

Cost of sales  decreased to  approximately  $1,466,000 for the nine months ended
September  30, 2003 as compared to  approximately  $1,695,000  for the same nine
month period of 2002. Gross profit  percentages  remain  relatively  constant at
50.89%  (approximately  $1,519,000) for the nine months ended September 30, 2003
versus 45.75% (approximately $1,430,000) for the nine months ended September 30,
2002.  Fluctuations  in the  Company's  gross  profit  percentages  react to and
parallel the key areas of management focus for cost of sales expenditure control
-  principally  personnel  staffing  levels and food and beverage  costs.  These
areas,   specifically  cost  controls  over  purchasing,   inventory  management
protocols  and labor  management,  are  continuously  monitored  to maintain the
Company's gross profit percentages.

General and administrative expenses were approximately  $1,275,000 for the first
nine months ended September 30, 2003 as compared to  approximately  $993,000 for
the  comparable  nine month period of 2002.  The increase  was  attributable  to
increased  professional fees for investigation of possible business  acquisition
targets  and  increased  legal  expenses as a result of ongoing  litigation  and
issues  related  to the City of Dallas  Sexually  Oriented  Business  Ordinance.
Further, the Company experienced increases in executive compensation during 2002
which  continue  into  2003.  The  Company   anticipates   relatively   constant
expenditure  levels  for  general  operating  expenses  in  future  periods  and
management  continues  to monitor  its  expenditure  levels to  achieve  optimum
financial results.

Net income  before  income  taxes was  approximately  $85,000 for the first nine
months ended September 30, 2003 versus approximately $374,000 for the first nine
months ended September 30, 2002. After-tax net income decreased by approximately
$86,000 from  approximately  $248,000 for the first nine months ended  September
30, 2002 to  approximately  $65,000 for the same  period in Calendar  2003.  The
Company  experienced  earnings  per share of  approximately  $0.01 and $0.04 per
share for each of the respective nine month periods ended September 30, 2003 and
2002, respectively.

As  a  general  rule,  the  Company's   adult  cabaret   operations   experience
unpredictable  fluctuations  as a result of the overall  discretionary  spending
habits  related to the U. S.  economy,  visitation  levels  related to  visitor,
convention and business travel levels and impacts related to the City of Dallas'
various enforcement actions and on-premises  monitoring of entertainer  conduct.
Management  makes it's best efforts to timely adjust its  expenditure  levels to
these events as they occur in order to maintain profitability.

(3)  Liquidity

As of  September  30,  2003,  the Company has working  capital of  approximately
($1,444,000)  as compared  to  approximately  $981,000 at December  31, 2002 and
approximately  $1,125,000 at September 30, 2002. The Company  achieved  positive
(negative) cash flows from operations of approximately  $(278,000) for the first
nine months of 2003 versus  approximately  $151,000 for the first nine months of
Calendar 2002. The  deterioration  of the Company's  working capital is directly
related to the note payable  given to acquire  land held for future  development
which matures in February 2004.

Future  operating  liquidity and debt service 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 public offerings.

At September  30,  2003,  the Company is due  approximately  $134,000 in accrued
percentage rent from an entity owned by a controlling shareholder of the Company
on the  Corporation  Lex property.  At this time, it is uncertain if the related
party will pay the Company the funds due under the modified lease agreement,  as
discussed  in  previous  sections.  In the event  this  amount is not paid,  the
Company will realize a charge to operations  equal to the accrued amount for the
related party bad debt expense.

(4)  Capital Resources

On February 14, 2003, the Company purchased 6.695 acres of undeveloped  property
located in Dallas,  Texas.  The  purchase  price was  approximately  $2,650,312,
including closing expenses of approximately $53,599.

The Company paid $493,072 cash, inclusive of a $140,000 loan to the Company from
Duncan Burch, an officer and director of the Company, and issued to the seller a
one-year note in the principal amount of $2,156,713 with 8% annual interest. The
payment of the note is secured with a lien  against the property  granted to the
note holder by the Company.

                                                                              15

<PAGE>

The interest on the note is payable  monthly  (approximately  $14,678 per month)
beginning April 1, 2003 with the principal amount due and payable on February 1,
2004.

The Company will be required to pay approximately  $132,000 during Calendar 2003
to service this debt.

The property is undeveloped  and suitable for commercial  development.  Although
the  Company  has not  determined  the usage of the land,  the Company may use a
portion  of the land for an adult  cabaret  and sell the  remaining  undeveloped
property to a third party.  The  development  of the property will be subject to
the Company  obtaining a construction  loan. The Company does not currently know
the amount of the loan it will need to develop this  property or whether it will
be able to obtain a  sufficient  loan for  development  of the  property  or, if
obtained, whether the terms of the loan will be favorable to the Company.

The Company  intends to seek  long-term  financing  for the  purchased  property
before the principal  note is due in February  2004. If the Company is unable to
obtain long-term financing, the Company may have to sell the property to pay the
note.  There can be no  assurance  that the  property  can be sold for the total
amount  of the  note.  The  sale of the  property  for less  than the  Company's
purchase price will result in a loss which may  materially  impact the Company's
future financial condition and results of operations.

The Company has identified no other significant  capital  requirements for 2003,
other than normal repair and  replacement  activity at the Company's  commercial
rental properties and the adult  entertainment  lounge and restaurant  facility.
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.

Item 3 - Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief  Executive  and  Chief  Financial  Officer.  Based  upon  that
evaluation, the Company's President, Chief Executive and Chief Financial Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive and Chief Financial Officer as appropriate,  to allow timely decisions
regarding required disclosure.


Part II - Other Information

Item 1 - Legal Proceedings

The  Company  may from time to time be a party to various  other  legal  actions
arising in the ordinary  course of its  business.  The Company is not  currently
involved in any such actions and believes any, if any,  future events should not
have a  material  adverse  effect on its  results  of  operations  or  financial
condition.

Item 2 - Changes in Securities

None

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.


                                                                              16

<PAGE>

Item 5 - Other Information

None

Item 6 - Exhibits and Reports on Form 8-K

Exhibits
--------
  31.1    Certifications Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
  32.1    Certifications Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Reports on Form 8-K
-------------------
  None

--------------------------------------------------------------------------------

                                   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.

Dated: November 17, 2003                                   /s/ Nick Mehmeti
       -----------------                             ---------------------------
                                                                    Nick Mehmeti
                                                         Chief Operating Officer
                                                                    and Director



                                                                              17