UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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


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

                    For the quarterly period ended March 31, 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: April 30, 1998: 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 March 31, 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         10


Part II - Other Information

  Item 1   Legal Proceedings                                                 12

  Item 2   Changes in Securities                                             12

  Item 3   Defaults Upon Senior Securities                                   12

  Item 4   Submission of Matters to a Vote of Security Holders               12

  Item 5   Other Information                                                 12

  Item 6   Exhibits and Reports on Form 8-K                                  12


Signatures                                                                   12






                                                                               2

<PAGE>

<TABLE>

<CAPTION>


Part 1 - Item 1 - Financial Statements

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             March 31, 1999 and 1998

                                   (Unaudited)

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

                                     ASSETS
Current Assets
   Cash on hand and in bank                                          $   675,690    $   785,680
   Note receivable - current portion                                      24,480         22,604
   Prepaid income taxes receivable                                        33,653          4,248
   Inventory                                                              18,560         13,339
   Prepaid expenses                                                       71,212         81,782
                                                                     -----------    -----------

      Total current assets                                               823,595        907,653
                                                                     -----------    -----------


Property and Equipment - At Cost
   Buildings and related improvements                                  1,987,514      1,955,132
   Furniture and equipment                                               798,372        757,110
   Vehicles                                                               52,728         52,728
                                                                     -----------    -----------
                                                                       2,838,614      2,764,970
   Less accumulated depreciation                                      (1,591,391)    (1,497,934)
                                                                     -----------    -----------
                                                                       1,247,223      1,267,036
   Land                                                                  741,488        741,488
                                                                     -----------    -----------

      Net property and equipment                                       1,988,711      2,008,524
                                                                     -----------    -----------


Other Assets
   Note receivable - noncurrent portion                                   73,868         99,995
   Accounts receivable from officers, shareholders and affiliates           --          815,824
   Organization costs, net of accumulated amortization
      of $53,391 and $38,406, respectively                                21,537         36,522
   Loan costs, net of accumulated amortization of
       $22,125 and $15,804 respectively                                    9,482         15,803
   Other                                                                   6,975          7,725
                                                                     -----------    -----------

      Total other assets                                                 111,862        975,869
                                                                     -----------    -----------

Total Assets                                                         $ 2,924,168    $ 3,892,046
                                                                     ===========    ===========
</TABLE>


                                  - Continued -

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

<PAGE>

<TABLE>

<CAPTION>


                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                             March 31, 1999 and 1998

                                   (Unaudited)
                                    ---------
                                                               1999         1998        
                                                           ----------   ----------
<S>                                                        <C>          <C>
              
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities
   Current portion of long-term debt                       $  181,905   $  163,288
   Accounts payable - trade                                    27,803       24,393
   Accrued liabilities                                         61,274       46,200
   Dividends payable                                           56,418       61,445
   Tenant deposits                                              6,500        7,510
                                                           ----------   ----------

      Total current liabilities                               333,900      302,836
                                                           ----------   ----------


Long-Term Liabilities
   Long-term debt, net of current maturities                  112,754      295,631
   Deferred tax liability                                     125,057       98,936
                                                           ----------   ----------

      Total liabilities                                       571,711      697,403
                                                           ----------   ----------


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                                        2,346,725    2,589,534
                                                           ----------   ----------

      Total shareholders' equity                            2,352,457    3,194,643
                                                           ----------   ----------

Total Liabilities and Shareholders' Equity                 $2,924,168   $3,892,046
                                                           ==========   ==========
</TABLE>



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

<PAGE>



                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                   Three months ended March 31, 1999 and 1998

                                   (Unaudited)
                                    ---------

                                                          1999          1998 
                                                     -----------    -----------
Revenues
   Bar and restaurant sales                          $   855,208    $   829,942
   Rental income                                         169,911        125,422
                                                     -----------    -----------
      Total revenues                                   1,025,119        955,364
                                                     -----------    -----------

Cost of Sales - Bar and Restaurant Operations            486,098        464,553
                                                     -----------    -----------

Gross Profit                                             539,021        490,811
                                                     -----------    -----------

Operating Expenses
   General and administrative expenses                   332,940        366,187
   Interest expense                                        8,779         13,202
   Depreciation and amortization                          28,817         27,691
                                                     -----------    -----------
      Total operating expenses                           370,536        407,080
                                                     -----------    -----------

Income from Operations                                   168,485         83,731

Other Income (Expenses)
   Interest and other miscellaneous                        4,906         13,048
                                                     -----------    -----------

Income before Income Taxes                               173,391         96,779

Income Tax (Expense) Benefit
   Currently payable                                     (58,000)       (33,000)
   Deferred                                                 --             --
                                                     -----------    -----------

Net Income                                               115,391         63,779

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

Comprehensive Income                                 $   115,391    $    63,779
                                                     ===========    ===========

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

Weighted-average number of shares outstanding          5,731,778      5,515,618
                                                     ===========    ===========

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

<PAGE>

<TABLE>

<CAPTION>

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three months ended March 31, 1999 and 1998

                                   (Unaudited)
                                    ---------
                                                                         1999         1998        
                                                                      ---------    ---------
<S>                                                                   <C>          <C>

Cash Flows from Operating Activities
   Net income                                                         $ 115,391    $  63,779
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Depreciation and amortization                                   28,817       27,691
         Common stock issued for consulting fees                           --         69,700
         Interest income from shareholders capitalized as principal        --        (10,140)
         (Increase) decrease in
            Accounts receivable - trade and other                         6,671         --
            Federal income taxes receivable                              58,000       33,000
            Inventory                                                      (156)       2,758
            Prepaid expenses                                            (14,752)      (8,238)
         Increase (decrease) in
            Accounts payable and other accrued liabilities                2,883       12,402
            Tenant deposits                                                --          1,010
                                                                      ---------    ---------
      Net cash provided by operating activities                         196,854      191,962
                                                                      ---------    ---------

Cash Flows from Investing Activities
   Principal collections on note receivable                               5,902        5,447
   Purchases of property and equipment                                     --           --
                                                                      ---------    ---------
      Net cash used in investing activities                               5,902        5,447
                                                                      ---------    ---------

Cash Flows from Financing Activities
   Private placement of common stock                                       --        530,000
   Principal payments on long-term notes payable                        (43,665)     (39,241)
   Dividends paid                                                       (58,218)     (52,440)
                                                                      ---------    ---------
      Net cash used in financing activities                            (101,883)     438,319
                                                                      ---------    ---------

Increase in Cash and Cash Equivalents                                   100,873      635,728
   Cash and cash equivalents at beginning of period                     574,817      149,952
                                                                      ---------    ---------

Cash and cash equivalents at end of period                            $ 675,690    $ 785,680
                                                                      =========    =========

Supplemental Disclosures of Interest
   and Income Taxes Paid
      Interest paid during the period                                 $   8,779    $  13,202
                                                                      =========    =========
      Income taxes paid (refunded)                                    $    --      $    --
                                                                      =========    =========

Supplemental Disclosure of Non-Cash
   Investing and Financing Activities
      Declaration of first quarter dividend
      of  $0.01per share, respectively                                $  57,318    $  61,445
                                                                      =========    =========

</TABLE>

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

<PAGE>



                           MILLION DOLLAR SALOON, INC.

                          Notes to Financial Statements



Note 1 - Basis of Presentation

Million Dollar Saloon,  Inc.  (Company) was  incorporated  under the laws of the
State of Nevada on September 28, 1987.  These financial  statements  reflect the
books and records of Million Dollar Saloon,  Inc.,  Furrh,  Inc.,  Tempo Tamers,
Inc.,  Corporation  Lex and Don,  Inc. for the periods  ended March 31, 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 U. S. Securities and Exchange  Commission.
The information  presented  herein does 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  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.


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 March 31, 1999,  the  individual  has not complied with the
"second closing" portion of the Agreement.


                                                                               7

<PAGE>


                           MILLION DOLLAR SALOON, INC.

                    Notes to Financial Statements - Continued



Note 3 - Common stock transactions - Continued

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

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


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 three  month  period  ended  March  31,  1999 and 1998,
respectively.

<TABLE>

                                           Restaurant     Rental         General and
                                           facility       real estate    administrative     Total   
                                           ----------     -----------    --------------     ----------  
<S>                                        <C>            <C>             <C>               <C>
Three months ended March 31, 1999
----------------------------------
   Revenue from external customers          $855,208      $ 169,911       $    -            $1,025,119
   Revenue (expenses) from/to
     intercompany sources                       -              -               -                  -
   Interest income                              -             2,108           2,798              4,906
   Interest expense                              631                          8,148              8,779
   Depreciation and amortization               8,714         17,279           2,824             28,817
   Income tax expense (benefit)               13,800         45,600          (1,400)            58,000
   Segment assets                            537,873      1,910,667         475,628          2,924,168
   Fixed asset expenditures                     -              -               -                  -

</TABLE>

                                                                               8

<PAGE>

<TABLE>

<CAPTION>


                           MILLION DOLLAR SALOON, INC.

                    Notes to Financial Statements - Continued



Note 4 - Segment Information
                                           Restaurant      Rental           General and
                                            facility       real estate      administrative      Total    
                                           ----------      -----------      --------------     ---------
<S>                                         <C>            <C>              <C>                <C>   
 Three months ended March 31, 1998 
 ---------------------------------                                                                      
   Revenue from external customers          $829,942       $125,422         $    -              $955,364 
   Revenue (expenses) from/to                                                                            
     intercompany sources                    (32,099)        32,099              -                  -    
   Interest income                             2,552         10,148               348             13,048 
   Interest expense                              871         12,331              -                13,202 
   Depreciation and amortization               7,843         17,024             2,824             27,691 
   Income tax expense (benefit)               18,200         39,800           (25,000)            33,000 
   Segment assets                            628,998      2,738,224           557,824          3,925,046 
   Fixed asset expenditures                     -              -                 -                  -    
                                   
</TABLE>
                                                            



                (Remainder of this page left blank intentionally)




                                                                               9

<PAGE>



Part I - Item 2

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

(1)  Results of Operations

Bar and restaurant  operations  remained  relatively  constant between the first
quarter  of 1999 as  compared  to the  first  quarter  of  1998.  Total  bar and
restaurant sales for the 1999 period were approximately  $855,000 as compared to
approximately  $830,000  for the 1998  period.  The  increase  of  approximately
$25,000 was due to fluctuations in patronage, which is dependent upon convention
and visitor activity and other  uncontrollable  factors in the Dallas-Ft.  Worth
Metroplex   geographic   area.   Additionally,   rental   income   increased  by
approximately  $45,000 for the same period from  approximately  $125,000 for the
first quarter of 1998 to  approximately  $170,000 for the first quarter of 1999.
This is due to scheduled  increases  in weekly  rental  income on the  Company's
properties.

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

Cost of sales increased by  approximately  $22,000 during the first three 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 52.6%  for the first  three  months of 1999
versus 51.4% for the first three 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  decreased by approximately  $36,500 in the
first three months of 1999 versus the first three months of 1998.  This decrease
is principally  related to a decrease in legal and professional fees incurred by
management  related to  preliminary  investigations  of potential  merger and/or
acquisition  candidates.  As of this filing,  management  has not identified any
suitable  merger or  acquisition  candidates  as a result  of their  preliminary
investigations.   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  $173,000 for the first three
months of 1999 versus approximately  $97,000 for the first three months of 1998.
After-tax net income also increased by approximately  $51,000 from approximately
$64,000 for the first three  months of 1998 to  approximately  $115,000  for the
first  three  months of 1999.  The  Company  experienced  earnings  per share of
approximately  $0.02 per share for the first three months of 1999 as compared to
approximately $0.01 per share for the first three months of 1998.


(2)  Liquidity

As of March 31, 1999, the Company has working capital of approximately  $489,695
as compared to  approximately  $440,568 at December  31, 1998 and  approximately
$608,198  at March 31,  1998.  The  Company  achieved  positive  cash flows from
operations of  approximately  $197,000 for the first three months of 1999 versus
approximately $192,000 for the first three 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.


                                                                              10

<PAGE>



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

The  1997  Stock  Purchase  Agreement   specifically   details  and  limits  the
utilization of the $530,000  received as follows:1)  potential  acquisition of a
similar bar and  restaurant  operation in Denver,  Colorado;  2)  expansion  and
renovation of the Company's existing Dallas, Texas bar and restaurant operation;
3) expansion  and  renovation  of property  owned by the Company  which is under
lease to an unrelated third party and which lease expired and was renewed during
1998; 4) acquisition of treasury stock and 5) other corporate  expenses  related
to strategic planning. The Company completed the expansion and renovation of the
Dallas Texas  facility and the leased  facility  during 1998. As of this filing,
the  Company  has no  definitive  agreements  to  acquire  or  expand  any other
properties.

The  Company   anticipates  the  continuance  of  dividend   payments  and  paid
approximately  $58,000 and $52,000  during the first  quarters of 1999 and 1998,
respectively and declared  dividends of approximately  $57,000 and $61,400 to be
paid in the second  quarter  of 1999 and 1998,  respectively.  Future  operating
liquidity,  debt service and dividend payments are expected to be sustained from
continuing operations. Additionally,  management is of the opinion that there is
additional   potential   availability  of  incremental  mortgage  debt  and  the
opportunity  for the sale of  additional  common stock  through  either  private
placements or secondary offerings.

(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.




                (Remainder of this page left blank intentionally)



                                                                              11

<PAGE>



Part II - Other Information

Item 1 - Legal Proceedings

   None

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.

Item 5 - Other Information

   None

Item 6 - Exhibits and 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.


May    6   , 1999                         /s/ Nina J. Furrh                    
    -------                              --------------------------------------
                                                                  Nina J. Furrh
                                                         President and Director


May    6   , 1999                               /s/ Ronald W. Johnston         
    -------                              --------------------------------------
                                                             Ronald W. Johnston
                                           Chief Financial Officer and Director





                                                                              12