SECURITIES AND EXCHANGE COMMISSION *
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
           ACT OF 1934; FOR THE FISCAL YEAR ENDED:  SEPTEMBER 30, 2000

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 0-8835

                      TAURUS ENTERTAINMENT COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  COLORADO                               84-0736215
         (STATE OR OTHER JURISDICTION OF               (IRS EMPLOYER
          INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

                            505 NORTH BELT, SUITE 630
                              HOUSTON, TEXAS 77060
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (281) 820-1181
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
                               TITLE OF EACH CLASS
                                 NOT APPLICABLE

          SECURITIES REGISTERED PURSUANT TO 12(G) OF THE EXCHANGE ACT:
                               TITLE OF EACH CLASS
                          COMMON STOCK, $.001 PAR VALUE

Indicate by check mark whether the registrant (i) has 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 (ii) has been subject to such filing requirements for the past 90
days.     Yes [X]     No [ ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.   [X]

Issuer's  revenues  for  the  year  ended  September  30, 2000, were $1,509,457.
The  aggregate  market  value  of  Common  Stock  held  by non-affiliates of the
registrant  at  December  4,  2000,
based  upon  the  last  reported  price  on  the  OTCBB,  was  $19,250.  As  of
December  4,  2000,  there  were  approximately 4,310,012 shares of Common Stock
outstanding.


<PAGE>
                               TABLE  OF  CONTENTS


PART  I
Item  1.   Business                                                            3

Item  2.   Properties                                                          5

Item  3.   Legal  Proceedings                                                  6

Item  4.   Submission of Matters to a Vote of Security Holders                 7

PART  II

Item  5.   Market  for  Registrant's  Common  Equity
          and  Related  Stockholder  Matters                                   7

Item  6.   Management's  Discussion  and  Analysis
          of  Financial Condition and Results of Operations                    8

Item  7.   Financial  Statements                                              10

Item  8.   Changes  in  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          10

PART  III

Item  9.   Directors,  Executive  Officers,  Promoters  and Control
          Persons;  Compliance  with  Section  16(a)
          of  The  Exchange  Act                                              10

Item  10.  Executive  Compensation                                            11

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners
          And  Management                                                     11

Item  12.  Certain  Relationships  and  Related  Transactions                 12

Item  13.  Exhibits  and  Reports  on  Form  8-K                              13


                                        2
<PAGE>
PART  I

ITEM  1.     BUSINESS

     Taurus  Entertainment  Companies, Inc. currently owns and operates an adult
cabaret  in  Austin under the name XTC Cabaret.  We also own a facility in north
Houston which suffered damage in a fire in May, 1998. Our parent company, Rick's
Cabaret  International,  Inc.  (Nasdaq  "Rick")  re-opened  the  north  Houston
location  as  a  "Rick's  Cabaret"  in  December,  1998.  Our  other real estate
holdings  consist  of  350  acres  of  ranch  land in Brazoria County, Texas and
approximately  50  acres  of  raw  land  in  Wise  County,  Texas.

     Our  company was formed as a Colorado corporation in 1977.  During 1997 and
1998,  we  entered  the  adult  entertainment  business.  In  December, 1997, we
purchased assets from The Enigma Group, Inc. and we issued 350,000 shares of our
common  stock  to  Enigma. These assets consisted of real estate known as 410 N.
Sam  Houston  Parkway  E.  Houston,  Texas  77060,  which  was  leased to Atcomm
Services,  Inc.  Also  in  December,  1997,  we purchased assets from Atcomm for
$225,000  promissory  note.  These assets consisted of the lease and a permit to
operate  a  sexually  oriented  business.

     In  December,  1997,  we  purchased  Citation  Land,  L.L.C., which owned a
facility  in  south  Houston, which we subsequently sold.  We also purchased XTC
Cabaret,  Inc.,  which owned an adult entertainment business.  We paid 2,500,000
shares  of  our  common  stock  to
the  Citation  stockholders.  We  paid 525,000 shares of our common stock to the
XTC  shareholders.

     In  February,  1998,  we  purchased  and  subsequently sold back Lucky's of
Bourbon  Street,  Inc.  which  was  the  lessee  for  a facility in New Orleans.

     In  August, 1998, Rick's Cabaret International, Inc. (Nasdaq RICK) acquired
approximately  93%  of  our  common  stock.


BUSINESS  STRATEGY

     We  have  followed  a  policy of maintaining high standards in the areas of
both  personal  appearance  and  personality  of  the  entertainers  and
waitresses.  Though  a  performer's  physical  appearance  is very important, of
equal  importance is her ability to present herself attractively and to converse
intelligently  with  customers.  We  prefer  that  the  performers  we  hire are
experienced  dancers.  We  make  a  determination  as  to  whether  a particular
applicant  is  suitable  based  on  such factors of appearance, attitude, dress,
communication  skills  and  demeanor.

     We  recruit  staff  from  both  inside  and outside the adult entertainment
industry.

     We  have a policy of ensuring that our business is carried on in conformity
with  local,  state  and  federal  laws.  In  particular, we have a no tolerance
policy  as  to  illegal  drug  use  in  or  around the premises.  Posters placed
throughout  the  nightclubs  reinforce  this  policy, as do periodic unannounced
searches  of  the entertainer's lockers.  Entertainers and waitresses who arrive
for  work  are  not  allowed  to  leave  the  premises without the permission of
management.  Once  an entertainer does leave the premises, she is not allowed to
return  to  work  until  the  next day.  We continually monitors the behavior of
entertainers,  waitresses  and  customers  to  ensure  that  proper standards of
behavior  are  observed.

     We  also  review  all  credit  card  charges  made  by  our  customers.
Specifically,  we  have  in place a formal policy which provides that all credit
card  charges must be approved, in writing, by management before any charges are
accepted.  Management  is  particularly trained to review credit card charges to
ensure  that  the  only  credit  card  charges  approved  for  payment  are  for
non-alcoholic  drinks  and  entertainment  at  XTC  Cabarets.

     Operational  and  accounting  controls  are  essential  to  the  successful
operation  of  a cash intensive nightclub and bar business.  We have implemented
internal  procedures  and  controls  designed  to  ensure  the  integrity of our
operational  and  accounting records.  We separate management personnel from all
cash handling to ensure that management is isolated from and does not handle any
cash.  We  use  a  combination  of  accounting  and  physical  inventory control
mechanisms  to  ensure  a  high  level of integrity in our accounting practices.
Computers  play  a  significant  role  in  capturing  and analyzing a variety of
information  to provide management with the information necessary to efficiently
manage and control the nightclub.  Deposits of cash and credit card receipts are
reconciled each day to a daily income report.  In addition, we review on a daily
basis: (i) cash and credit card summaries which tie together all cash and credit
card  transactions  occurring  at  the  front door, the bars in the club and the
cashier  station, (ii) a summary of the daily bartenders' check-out reports, and
(iii)  a  daily  cash  requirements analysis which reconciles the previous day's
cash  on  hand  to  the requirements for the next day's operations.  These daily
computer  reports  alert  management  of  any  variances from expected financial
results  based on historical norms.  Further, we conduct, on a monthly basis, an
independent  overview  of  our  financial condition and have engaged independent
accountants  to  conduct an annual audit and to review and advise us relating to
our  internal  controls.


                                        3
<PAGE>
COMPETITION

     The  adult  entertainment  business  is  highly competitive with respect to
price, service and location, as well as the professionalism of our entertainment
product.  All  of  our  nightclubs  compete with a number of locally-owned adult
cabarets.  While  there  may  be  restrictions  on  the  location of a so-called
"sexually  oriented  business"  there  are  no  barriers to entry into the adult
cabaret  entertainment  market  and  only the name "XTC Cabaret" is proprietary.
For  example, there are approximately nine adult cabarets located in the Austin,
Texas  area  which  are in competition with us.  Although we believe that we are
well-positioned  to compete successfully, there can be no assurance that we will
be  able  to maintain our high level of name recognition and prestige within the
marketplace.

GOVERNMENTAL  REGULATIONS

     We  are  subject  to  various  federal,  state and local laws affecting our
business  activities.

     The  location  of a sexually oriented business is subject to restriction by
city  ordinance.  For  example, the operation of a sexually oriented business by
our  parent  company,  Rick's Cabaret International, Inc., in Houston, Texas, is
subject  to  "The  Sexually Oriented Business Ordinance" (the "Ordinance") which
contains  prohibitions on the location of an adult cabaret.  We lease a facility
to  Rick's  Cabaret  International,  Inc.  The  prohibitions deal generally with
distance  from  schools,  churches,  and  other sexually oriented businesses and
contain  restrictions based on the percentage of residences within the immediate
vicinity of the sexually oriented business.  The granting of a Sexually Oriented
Business  Permit  ("Business Permit") is not subject to discretion; the Business
Permit  must  be granted if the proposed operation satisfies the requirements of
the  Ordinance.  If  our  lessee,  Rick's  Cabaret  International, Inc., was not
permitted  to  operate  a  sexually  oriented  business,  we  could be adversely
affected.

     In  January  1997,  the  City  Council  of  the  City  of  Houston passed a
comprehensive  new  Ordinance  regulating the location of and the conduct within
Sexually Oriented Businesses.  This Ordinance could have a negative impact on us
if  we  resume  operating  adult  clubs  in  Houston,  Texas.  The new Ordinance
established  new  minimum  distances  that  Sexually  Oriented Businesses may be
located  from  schools,  churches,  playgrounds  and  other  sexually  oriented
businesses.  There  were  no  provisions  in  the Ordinance exempting previously
permitted  sexually  oriented  businesses  from the effect of the new Ordinance.

     The  Ordinance  provided  that a business which was denied a renewal of its
operating  permit  due  to  changes in distance requirements under the Ordinance
would  be  entitled  to  continue  in  operation  for  a  period  of  time  (the
"Amortization Period") if the owner were unable to recoup, by the effective date
of  the  Ordinance, its investment in the business that was incurred through the
date  of  the  passage  and  approval  of  the  Ordinance.

     In May,  1997, the City of Houston  agreed to defer  implementation  of the
Ordinance  until the  constitutionality  of the entire  Ordinance was decided by
court  trial  by  other   parties,   including   our  parent,   Rick's   Cabaret
International,  Inc. In February 1998 the U.S.  District  Court for the Southern
District of Texas,  Houston,  Division,  struck down certain  provisions  of the
Ordinance,  including  the provision  mandating a 1,500 foot distance  between a
club and schools, churches and other sexually oriented business,  leaving intact
the provision of the 750 foot distance as it existed in the prior Houston, Texas
Ordinance.  The City of Houston has appealed the District  Court's  rulings with
the Fifth Circuit Court of Appeals.

     There  are  other  provisions  in  the  Houston,  Texas  Ordinance, such as
provisions  governing the level of lighting in a sexually oriented business, the
distance between a customer and dancer while the dancer is performing in a state
of  undress  and  provisions regarding the licensing of dancers that were upheld
which  may  be  detrimental  to  our  business.  The  parties to the lawsuit are
appealing  these  aspects  of  the  Houston,  Texas  Ordinance.

     In  1998,  the  City  of  Houston  began  enforcing certain portions of the
Ordinance,  including  the  distance requirement between a customer and a dancer
while  dancing,  and  the  requirement  that  dancers  be licensed.  The City of
Houston's  enforcement  of  the recently implemented provisions of the Ordinance
could  have  an  adverse  impact on us.  The current requirement of a three foot
distance  between a dancer and a customer could reduce customer satisfaction and
could result in fewer customers at the Houston location.  The requirement that a
dancer  be  licensed  may  result  in fewer dancers working, which could have an
adverse  impact  on the Houston locations.  It is unknown what future impact the
enforcement  of  the  Ordinance  may  have  on  us.


                                        4
<PAGE>
     In  Austin,  we  are  required  to  be  in  compliance  with  Travis County
restrictions  on  the  location  of  sexually  oriented  businesses.

Employees  and  Independent  Contractors

     As  of  September 30, 2000, we had approximately 34 full-time employees, of
which  four  are in management positions, including corporate and administrative
operations,  and  approximately  30  are  engaged in customer service, including
bartenders and waitresses.  None of our employees are represented by a union and
we  consider  our  employee  relations  to  be  good.

     Additionally,  we  have  independent contractor relationships with over 100
entertainers, who are self-employed and work with us on a non-exclusive basis as
independent  contractors.


ITEM  2.     PROPERTIES

     Our  principal executive offices are co-located at 505 North Belt, Houston,
Texas  77060  with  our  parent,  Rick's  Cabaret  International, Inc. in leased
facilities  consisting  of  a  total of 1,200 square feet.  Rick's provides this
office  space  at  no charge to us. We believe that our offices are adequate for
our  present  needs and that suitable space will be available to accommodate our
future  needs.

     We  own  the  north  Houston  location  where  our  parent,  Rick's Cabaret
International,  Inc.,  operates  a  Rick's  Cabaret.  We  also  own  the  Austin
location  of  our  XTC  Cabarets.

     Our  north Houston location has 12,000 square feet of space. The balance as
of  September 30, 2000, that we owe on the mortgage is $281,682 and the interest
rate  is  10%.  We  pay $13,758 in monthly mortgage payments.  The last mortgage
payment  is  due  in  August,  2002.

     The  XTC  nightclub in Austin has 6,800 square feet of space, which sits on
1.2 acres of land. The balance as of September, 2000 that we owe on the mortgage
is  $184,376  and  the  interest rate is 14%.  We pay 17,957 in monthly mortgage
payments.  The  last  mortgage  payment  is  due  in  August  2001.


     Taurus and its subsidiaries own a 350 acre ranch in Brazoria County, Texas,
and  approximately  50  acres  of  raw  land  in  Wise  County,  Texas.

     The  balance  as  of September 30, 2000, that we owe on the Brazoria County
ranch  mortgage  is  $305,732  and the interest rate is 9.25%.  We pay $2,573 in
monthly  mortgage  payments.  The  last  mortgage  payment is due in 2006 with a
balloon  payment  of  $287,920.

     The  balance  as  of  September 30, 2000 that we owe on the Wise County raw
land  mortgage  is  $146,634  and  the  interest  rate is 12%.  We pay $1,537 in
monthly  mortgage  payments.  The  last  mortgage payment is due in March, 2026.

ITEM  3.     LEGAL  PROCEEDINGS

     In  November,  1998,  LMTD,  Inc.  initiated  litigation against one of our
subsidiaries,  Citation  Land, LLC ("Citation"), in a case styled LMTD, Inc.  v.
Texas  Warehouse  Company,  Inc.,  et  al.  in Cause No.  98-12570, in the 200th
Judicial  District  Court  of  Travis  County,  Texas.  The  plaintiff alleged a
tortuous  interference  claim  against  Citation  in  the  amount of $540,000 in
connection  with a Purchase Option Agreement the plaintiff claims to have with a
company  named Texas Warehouse Company, Inc.  In October 2000, we were granted a
partial  summary  judgment  on  some  of the issues in this matter.  In November
2000,  the  court  signed  a  take-nothing  judgment  in  our  favor against the
plaintiff  on  all  other  matters.


Sexually  Oriented  Business  Ordinance  of  Houston,  Texas


     In  January  1997,  the  City  Council  of  the  City  of  Houston passed a
comprehensive  new  Ordinance  regulating the location of and the conduct within
Sexually Oriented Businesses.  This Ordinance could have a negative impact on us
if we resume operating adult clubs in Houston, Texas, or if the operation of our
tenant  in  Houston, Rick's Cabaret (our parent) is adversely affected.  The new
Ordinance  established  new  minimum distances that Sexually Oriented Businesses
may  be  located from schools, churches, playgrounds and other sexually oriented
businesses.  There  were  no  provisions  in  the Ordinance exempting previously
permitted  sexually  oriented  businesses  from the effect of the new Ordinance.


                                        5
<PAGE>
     The  Ordinance  provided  that a business which was denied a renewal of its
operating  permit  due  to  changes in distance requirements under the Ordinance
would  be  entitled  to  continue  in  operation  for  a  period  of  time  (the
"Amortization Period") if the owner were unable to recoup, by the effective date
of  the  Ordinance, its investment in the business that was incurred through the
date  of  the  passage  and  approval  of  the  Ordinance.


     In  May,  1997,  the  City of Houston agreed to defer implementation of the
Ordinance  until  the  constitutionality  of the entire Ordinance was decided by
court  trial  by  other  parties,  including  our  parent,  Rick's  Cabaret
International,  Inc.  In February 1998 the U.S.  District Court for the Southern
District  of  Texas,  Houston,  Division,  struck down certain provisions of the
Ordinance,  including  the  provision  mandating a 1,500 foot distance between a
club  and schools, churches and other sexually oriented business, leaving intact
the provision of the 750 foot distance as it existed in the prior Houston, Texas
Ordinance.  The  City  of Houston has appealed the District Court's rulings with
the  Fifth Circuit Court of Appeals.  Our parent.  Rick's Cabaret International,
Inc.  and  other  parties  have filed briefs in this appeal to the Fifth Circuit
Court  of  Appeals.  Our  business  would be adversely affected if the appeal is
unsuccessful.

     There  are  other  provisions  in  the  Houston,  Texas  Ordinance, such as
provisions  governing the level of lighting in a sexually oriented business, the
distance between a customer and dancer while the dancer is performing in a state
of  undress  and provisions regarding the licensing of dancers and club managers
that  were  upheld which may be detrimental to our business.  The parties to the
lawsuit  are  appealing  these  aspects  of  the  Houston,  Texas  Ordinance.

     In  1998,  the  City  of  Houston  began  enforcing certain portions of the
Ordinance,  including  the  distance requirement between a customer and a dancer
while  dancing,  and the requirement that dancers and club managers be licensed.
The  City of Houston's enforcement of the recently implemented provisions of the
Ordinance  could  have  an  adverse  impact on us.  The current requirement that
there  be  a  three  foot  distance between a dancer and a customer could reduce
customer  satisfaction  and  could  result  in  fewer  customers  at the Houston
location.  The requirement that a dancer be licensed may result in fewer dancers
working,  which  could  have  an adverse impact on the Houston locations.  It is
unknown  what  future  impact  the  enforcement of the Ordinance may have on Us.

     In  Austin,  we  are  required  to  be  in  compliance  with  Travis County
restrictions  on  the  location  of  sexually  oriented  businesses.



     In  November  2000,  a suit was filed against one of our subsidiaries.  The
subsidiary  has  not been served yet.  The suit is styled David Peters, et al v.
XTC  Cabaret, Inc.  et al, Number GN003282, 126th District Court, Travis County,
Texas.  The  plaintiffs  claim that they were assaulted by persons acting within
the  scope  of  our  employment.  We  intend  to  file  an  answer.

 ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     During  the  fourth quarter of fiscal 2000, there were no matters submitted
to a vote of the Security Holders, through solicitation of proxies or otherwise.

                                     PART  II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
MATTERS

     Our  common  stock  is  traded  on  the  OTCBB  under the symbol "TAUR" The
following  table  sets forth, for the periods indicated the high and low closing
bid  prices  of  our common stock taking into account and restated for all stock
splits.  The  bid prices are believed to reflect inter-dealer quotations, do not
include  retail markups, markdowns or commissions and do not necessarily reflect
actual  transactions.  Periods  for which we believe no bids were being made are
indicted  by  an  asterisk  (*).

                 COMMON  STOCK    PRICE   RANGE
                 HIGH    BID      LOW     BID

Our fiscal year ends September 30, 2000

Fiscal  1999
 First  Quarter   $      .01        $     .01
 Second  Quarter  $      (*)        $     (*)
 Third  Quarter   $      (*)        $     (*)
 Fourth  Quarter  $      (*)        $     (*)

Fiscal  2000
 First  Quarter   $      (*)        $     (*)
 Second  Quarter  $      .50        $     .50
 Third  Quarter   $      (*)        $     (*)
 Fourth  Quarter  $      .02        $     .02

____________________
(*)  During  these  quarters  we  believe  there  were no bids or trades for our
common  stock on the OTCBB.  On December 4, 2000, there were approximately 1,389
stockholders  of  record of the common stock. The most recent bid price occurred
in  October,  2000,  and  was  reported  on  the  OTCBB  at  $.0625  per  share.


                                        6
<PAGE>
Transfer  Agent  and  Registrar

     The  transfer agent and registrar for the our common stock is Computershare
Investor  Services.

Dividend  Policy

     We  have not paid, and do not currently intend to pay cash dividends on our
common  stock  in  the  foreseeable future.  Our current policy is to retain all
earnings,  if any, to provide funds for operation and expansion of our business.
The  declaration  of dividends, if any, will be subject to the discretion of the
Board  of  Directors,  which  may  consider  such  factors  as  our  results  of
operations,  financial  condition, capital needs and acquisition strategy, among
others.

ITEM  6.


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

     The  following  discussion should be read in conjunction with the Company's
audited  consolidated  financial  statements  and related notes thereto included
in  this  annual  report.

FORWARD  LOOKING  STATEMENT  AND  INFORMATION

     The  Company  is  including the following cautionary statement in this Form
10-KSB to make applicable and take advantage of the safe harbor provision of the
Private  Securities  Litigation  Reform  Act  of  1995  for  any forward-looking
statements  made  by,  or on behalf of, the Company.  Forward-looking statements
include  statements  concerning  plans,  objectives,  goals,  strategies, future
events or performance and underlying assumptions and other statements, which are
other  than  statements  of  historical  facts.  Certain statements in this Form
10-KSB  are  forward-looking statements.  Words such as "expects", "anticipates"
and "estimates" and similar expressions are intended to identify forward-looking
statements.  Such  statements  are subject to risks and uncertainties that could
cause  actual results to differ materially from those projected.  Such risks and
uncertainties  are  set  forth  below.  The  Company's expectations, beliefs and
projections  are expressed in good faith and are believed by the Company to have
a  reasonable  basis,  including without limitation, management's examination of
historical  operating  trends, data contained in the Company's records and other
data  available  from  third  parties,  but  there  can  be  no  assurance  that
management's expectation, beliefs or projections will result, be achieved, or be
accomplished.  In  addition  to  other  factors  and matters discussed elsewhere
herein,  the  following  are important factors that, in the view of the Company,
could  cause  material  adverse affects on the Company's financial condition and
results  of  operations:  the impact and implementation of the sexually oriented
business  ordinance  in  the City of Houston, competitive factors, the timing of
the  openings  of  other clubs, the integration of our operations and management
with  our  parent,  Rick's  Cabaret  International,  Inc.,  the  availability of
acceptable  financing  to fund corporate expansion efforts, competitive factors,
and  the dependence on key personnel. The Company has no obligation to update or
revise  these  forward-looking  statements  to  reflect the occurrence of future
events  or  circumstances.

GENERAL

     We  currently  own  and  operate one adult nightclub under the name "X.T.C.
Cabaret " in Austin, Texas. We own commercial income real estate and undeveloped
real  estate.  Our  revenues  are  derived  from  cover charges, and the sale of
non-alcoholic  beverages.


                                        7
<PAGE>
RESULTS  OF  OPERATIONS  FOR  THE  FISCAL  YEAR  ENDED  SEPTEMBER  30,  2000, AS
COMPARED  TO  THE  FISCAL  YEAR  ENDED  SEPTEMBER  30,  1999

      For  the year ended September 30, 2000, the Company had consolidated total
revenues of $1,509,457 compared to consolidated total revenues of $1,667,778 for
the  year  ended  September 30, 1999, or a decrease of $158,321. The decrease in
revenues  was  due  to  the  decrease  in  revenues at the Company's location in
Austin,  Texas.

     The  cost  of  goods  sold  for  the  year  ended  September  30,  2000 was
approximately  6%  of  total  revenues compared to approximately 4% for the year
ended  September  30, 1999.  The increase was due primarily to increased cost of
providing  complimentary  food and the addition of logo merchandise to our sales
mix,  which  has  a  higher  cost  of  goods  sold.

     Payroll  and  related  costs  for  the  year  ended September 30, 2000 were
$304,182  compared  to  $354,643  for  the  year  ended September 30, 1999.  The
decrease  was  due  to  the decrease in payroll expenses in the Austin location.

     Other  selling,  general  and  administrative  expenses  for the year ended
September  30,  2000  were  $878,914  compared  to  $928,228  for the year ended
September 30, 1999.  The decrease in these expenses was primarily due to expense
reductions.

     Interest  expense  for  the  year  ended  September  30,  2000 was $133,487
compared  to  $190,664  for the year ended September 30, 1999.  The decrease was
attributable  to  the Company's policy to pay its debts down and due to the sale
of  certain  property  and  the  payoff  of  related  debt.

     Other Income for year ended September 30, 2000 was $262,486 due to vendors'
concessions  on  our  liabilities,  and  a  $181,840 gain on the sale of assets.

     Net  income  for the year ended September 30, 2000 was $549,238 compared to
net  income of $246,919 for the year ended September 30, 1999.  The increase was
primarily  due  to  the vendors' concessions on our liabilities and gains on the
sale  of  assets.


LIQUIDITY  AND  CAPITAL  RESOURCES

     At  September  30,  2000,  the  Company  had  a  working capital deficit of
$376,461  compared  to a working capital deficit $198,892 at September 30, 1999.
The decrease in working capital was primarily due to the additions to property &
equipment,  payments  on note payable, and an increase in the current portion of
long  term  debt.

     Net  cash  provided by operating activities in the year ended September 30,
2000  was  $255,353  compared to net cash provided by operations of $143,942 for
the  year  ended September 30, 1999.  The increase in cash provided by operating
activities  was  primarily  due  to  the  increase  in  net  income  due to debt
concessions  by  vendors.

     Depreciation  and  Amortization  for the year ended September 30, 2000 were
$65,000  compared  to  $46,538  for  the  year  ended  September  30,  1999.

     In  the  opinion  of management, working capital is not a true indicator of
the  financial  status.  Typically,  the  Company carries current liabilities in
excess  of  current assets because the business receives substantially immediate
payment for sales, with nominal receivables, while inventories and other current
liabilities  normally  carry  longer payment terms.  Vendors and purveyors often
remain  flexible  with payment terms providing the Company with opportunities to
adjust  to  short-term  business  down turns.  The Company considers the primary
indicators  of  financial  status  to  be  the long term trend, the mix of sales
revenues,  overall cash flow and profitability from operations, and the level of
long-term  debt.

     We  have  not  established  lines  of  credit other than the existing debt.
There can be no assurance that we will be able to obtain additional financing on
reasonable  terms,  if  at  all.

     Because of the large volume of cash we handle, stringent cash controls have
been  implemented.  In  the  event  the  sexually  oriented business industry is
required  in all states to convert the entertainers who perform from independent
contractor  to  employee  status,  we  have  prepared  alternative plans that we
believe  will  protect our profitability.  We believe that the industry standard
of treating the entertainers as independent contractors provides sufficient safe
harbor  protection  to  preclude  any  payroll  tax  assessment for prior years.

     The  sexually  oriented  business  industry  is  highly  competitive  with
respect  to  price,  service and location, as well as the professionalism of the
entertainment.  Although  we  believe  that  we  are  well-positioned to compete
successfully  in  the  future, there can be no assurance that we will be able to
maintain our high level of name recognition and prestige within the marketplace.


                                        8
<PAGE>
SEASONALITY

     The  Company is significantly affected by seasonal factors.  Typically, the
Company  has  experienced reduced revenues from April through September with the
strongest  operating  results  occurring  during  October  through  March.

YEAR  2000  ISSUES

     We have not had any Year 2000 deficiencies internally or externally.  We do
not  expect  to have any Year 2000 deficiencies internally and externally.  If a
Year 2000 deficiency occurs internally or externally, we will shift our internal
and  external  resources  to fix the deficiency.  We do not expect any Year 2000
deficiency  to  require  an  expenditure  of  more  than  $10,000.



ITEM  7.     FINANCIAL  STATEMENTS

     The  information required hereunder is included in this report as set forth
beginning  on  page  F-1.


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None.

                                    PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Directors  and  Executive  Officers

     Directors  hold office until the next annual meeting of the stockholders of
the  Company  or until their successors are elected and qualified.  Officers are
elected  annually  and serve at the discretion of the Board of Directors.  There
is  no  family  relationship between or among any of the directors and executive
officers  of  the  Company.  The  Company's  Board  of Directors consists of one
person,  Eric  Langan,  who  is  also  our  Chairman,  Chief  Executive Officer,
President  and  Chief  Financial  Officer

     Since 1997, Eric S.  Langan, age 32, has been our Director, Chief Executive
Officer,  President  and Chief Financial Officer.  Mr.  Langan has been involved
in  the  adult entertainment business since 1989.  From January 1997 through the
present,  he has held the position of President with XTC Cabaret, Inc., which we
subsequently  acquired.  From  November 1992 until January 1997, Mr.  Langan was
the  President  of Bathing Beauties, Inc.  Since 1989, Mr.  Langan has exercised
managerial  control  over  the grand openings and operations of more than twelve
adult  entertainment  businesses.  Mr.  Langan  has  also  been  an  officer  of
Citation  Land  Company  which  owned  commercial income real estate in Houston,
Texas,  which we also subsequently acquired.  Since 1998, Mr.  Langan has been a
director  of  our  parent  company,  Rick's  Cabaret  International,  Inc.

Certain  Securities  Filings

     The  Company  believes  that  all  persons  subject to Section 16(a) of the
Exchange  Act  in  connection  with the Company have complied on a timely basis.

     We have no compensation, nominating or audit committees.  Mr. Langan is our
only  director  and  officer.

ITEM  10.     EXECUTIVE  COMPENSATION

<TABLE>
<CAPTION>
                                   SUMMARY COMPENSATION TABLE

                    Annual Compensation                 Long Term Compensation
                                                        Awards           Payouts
                                   Other                    Securities              All
Name and                           Annual       Restricted  Underlying             Other
Principal                          Compen-      Stock       Options/     LTIP     Compens-
Position   Year   Salary     Bonus  sation (1)  Awards      SARs sation  Payouts
---------  ----  ----------  -----  ----------  ----------  -----------  -------  ------
<S>        <C>   <C>         <C>    <C>         <C>         <C>          <C>      <C>
Eric       2000  $-0-    (2) -0-    -0-         -0-         -0-          -0-         -0-
Langan     1999  $ 52,000(2) -0-    -0-         -0-         -0-          -0-         -0-
           1998  $108,275    -0-    -0-         -0-         -0-          -0-         -0-
Director,
President
and CFO

<FN>
_____________________
(1)     The  Company provides Mr.  Langan with certain personal benefits.  Since
the  value  of  such  benefits  does  not exceed the lesser of $50,000 or 10% of
annual  compensation,  the amounts are omitted.  Mr.  Langan is also an employee
of Rick's Cabaret International, Inc.  which owns 93% of the Common Stock of the
Company.  Mr.  Langan  also  receives  compensation  from  Rick's  Cabaret
International,  Inc.

(2)     Our  parent,  Rick's  Cabaret  International,  Inc.  paid  Mr.  Langan
$175,890  as compensation in fiscal 2000, none of which was allocated to us.  In
fiscal  1999,  $  52,000  was  allocated  to  us.
</TABLE>


                                        9
<PAGE>
Director  Compensation

     The  Company  does  not currently pay any cash director's fees, but it pays
the  expenses,  if  any,  of  its  directors  in  attending  board  meetings.

Employee  Stock  Option  Plan

     The Company does not presently have a stock option plan in place and has no
present  intention  to  implement  such  a  plan.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain information at December 4, 2000
with  respect  to the beneficial ownership of shares of Common Stock by (i) each
person  known  to  the  Company  who  owns  beneficially  more  than  5%  of the
outstanding  shares  of  Common  Stock, (ii) each director of the Company, (iii)
each  executive  officer  of  the  Company  and  (iv) all executive officers and
directors of the Company as a group. Rick's Cabaret International, Inc. has sole
voting  and  investment  power  with respect to the shares shown as beneficially
owned  by  it.  As of December 4 2000, there were approximately 4,310,012 shares
of  our  Common  Stock  outstanding.

Name  and                               Number of        Title of       Percent
Address                                  Shares           Class         of Class

Rick's Cabaret International, Inc.
505  North  Belt,  Suite  630
Houston,  Texas  77060                 4,002,006 (1)   Common Stock       93.0%

Eric  Langan
505  North  Belt,  Suite  630
Houston,  Texas  77060                       -0- (1)   Common Stock        0.0%

All directors and officers as
a  group  (one  persons)                     -0-       Common Stock        0.0%
__________________________
(1)     Mr.  Langan is a Director and President of Rick's Cabaret International,
Inc.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  current  Board  of  Directors of the Company has adopted a policy that
Company  affairs  will  be  conducted in all respects by standards applicable to
publicly-held  corporations  and  that  the  Company  will  not  enter  into any
transactions and/or loans between the Company and its officers, directors and 5%
stockholders  unless the terms are no less favorable than could be obtained from
independent,  third  parties  and  will  be  approved  by  a  majority  of  the
independent,  disinterested  directors  of  the  Company.

     In  connection  with  all of the transactions below, interested persons who
are or were directors of the Company refrained from board votes reflecting these
matters:

     In  December,  1997,  the  Company entered into an Asset Purchase Agreement
(the  "Enigma  Agreement") with The Enigma Group, Inc. ("Enigma") which provided
for  the acquisition by the Company of substantially all of the assets of Enigma
(the  "Enigma Assets").  The Enigma Assets consisted of: (i) certain real estate
commonly  known  as  410  N.  Sam  Houston  Parkway E. Houston, Texas 77060 (the
"Enigma  Location");  (ii)  furniture,  fixtures,  equipment,  goods,  and other
personal property of Enigma as such existed on December 31, 1997, located at the
Enigma  Location  (the  "Personal  Property");  (iii) Enigma's lease interest as
lessor for the Enigma Location; and (iv) all right, title and interest in and to
any and all trademarks, trade names, trade dress, service marks, slogans, logos,
corporate  or  partnership  names  (and  any existing or possible combination or
derivation  of  any or all of the same) and general intangibles. Pursuant to the
terms  of  the  Enigma  Agreement,  as  consideration for the Enigma Assets, the
Company  paid  to Enigma 350,000 shares of common stock of the Company valued at
$1.00 per share. The Enigma Agreement was the result of negotiations between the
Company  and  Enigma  and  was based on numerous factors including the Company's
estimate of the value of the Enigma Location and the Personal Property. However,
no  appraisal  was done.  Eric Langan, a Director of the Company, and Stephen E.
Fischer,  a  former  Director  of  the  Company,  controlled  Enigma.


                                        10
<PAGE>
     The  lessee  of  the  Enigma Location was Atcomm Services, Inc. ("Atcomm"),
which  operated an adult entertainment business. In December, 1997, the Company,
through its wholly owned subsidiary Broadstreets Cabaret, Inc. ("Broadstreets"),
entered  into  an  Asset  Purchase  Agreement with Atcomm which provided for the
acquisition  by  the  Company  of substantially all of the assets of Atcomm (the
"Atcomm  Agreement").  The assets acquired by Broadstreets consisted of: (i) all
right,  title,  interest  and claim to the permit to operate a sexually oriented
business  at  the  Enigma  Location;  (ii)  all  inventory located at the Enigma
Location;  (iii)  Atcomm's lease interest as lessee for the Enigma Location; and
(iv)  all  right,  title  and  interest  in and to any and all trademarks, trade
names,  trade  dress,  service  marks,  slogans, logos, corporate or partnership
names  (and  any existing or possible combination or derivation of any or all of
the  same)  and general intangibles. Pursuant to the terms of the Asset Purchase
Agreement with Atcomm, Broadstreets agreed to pay, as consideration, $225,000 to
Atcomm,  payable  pursuant to the terms of a four year unsecured promissory note
of Broadstreets, payable monthly, in arrears and bearing interest at the rate of
six  percent (6%) per annum. The Atcomm Agreement was the result of negotiations
between  the  Company and Atcomm and was based on numerous factors including the
Company's  estimate  of the value of the sexually oriented business permit owned
by  Atcomm,  current revenues of Atcomm and the leasehold rights held by Atcomm.
Atcomm  is  owned  by  the  son  of Stephen E. Fischer, a former Director of the
Company.

     In  December, 31, 1997, the Company entered into an Exchange Agreement with
the  members  of Citation Land, L.L.C. (the "Citation Agreement") which provided
for  the  acquisition  by  the  Company  of  all  of  the outstanding membership
interests  in  Citation  Land,  L.L.C. ("Citation"). Citation owned certain real
estate in Houston, Texas which we subsequently sold in July, 2000. Citation also
owns  approximately  350 acres of ranch land in Brazoria County, Texas, 50 acres
of  raw  land in Wise County, Texas, and, at the time of this transaction, owned
an  option  to  purchase  real estate in Austin, Texas, at which the Company had
contemplated  operating  adult entertainment businesses. Mr. Langan, a Director,
of  the  Company  received  1,153,137  shares of the Company as a result of this
transaction.

     In  December,  1997,  pursuant  to the terms of the Citation Agreement, the
Company  paid  to  the Citation Stockholders an aggregate of 2,500,000 shares of
common  stock  of  the  Company which the Company valued at $1.00 per share. The
Citation  Agreement  was  the result of negotiations between the Company and the
members  of  Citation  and was based on numerous factors including the Company's
estimate  of  the  value  of the assets of Citation which the Company estimated,
based  upon  the  existing lease, the estimated value of the real estate and the
options, to be approximately $2,500,000. Eric Langan, a Director of the Company,
controlled  Citation.

     In December, 1997, the Company entered into a Stock Exchange Agreement with
the  stockholders of XTC Cabaret, Inc.  (the "XTC Agreement") which provided for
the  acquisition  by the Company of all of the outstanding stock of XTC Cabaret,
Inc.  ("XTC").  At the time, XTC operated two adult entertainment businesses, in
Houston  and  Austin.  At  the  time,  Citation was the landlord of one of XTC's
adult  nightclubs  and  had  an  option  to  purchase the real estate in Austin.
Pursuant  to  the  terms  of  the  XTC  Agreement,  the  Company  paid  the  XTC
Stockholders  an  aggregate  of  525,000  shares  of common stock of the Company
valued  at  $1.00  per  share.  The XTC Agreement was the result of negotiations
between  the  Company and the XTC Stockholders and was based on numerous factors
including  the  Company's  estimate  of  the  value  of the assets of XTC.  Eric
Langan,  a  Director of the Company and Mitchell White, a former director of the
Company,  were  the  sole  stockholders  of  XTC.


ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

Exhibit  No.  Identification  of  Exhibit

 3.1  *  The  Company's  Articles  of  Incorporation  as amended incorporated by
         reference  to  the  Company's  report on Form 10-KSB for the year ended
         September  30,  1998.

 3.2  *  The  Company's  By-laws  as  amended  incorporated  by reference to the
         Company's  report on Form 10-KSB for the year ended September 30, 1998.


                                       11
<PAGE>
 4.1  *  Specimen  of  the  Company's  common  stock certificate incorporated by
         reference  to  the  Company's  report on Form 10-KSB for the year ended
         September  30,  1998.

 21.1 *  Subsidiaries  incorporated by reference to the Company's report on Form
         10-KSB  for  the  year  ended  September  30,  1998.

 27.1 ** Financial  Data  Schedule
__________________________
 *  Incorporated  by  reference
**  Filed  herewith

(b)     Reports  on  Form  8-K.

None.


                                       12
<PAGE>
                                   SIGNATURES

     In  accordance with the requirements of Section 13 of 15(d) of the Exchange
Act,  the  Registrant  has  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  on  December  6,  2000.

               TAURUS  ENTERTAINMENT  COMPANIES  INC.


                         /s/  Eric  Langan
                         -------------------------------------
                         Eric  Langan
                         Director,  Chairman  of  the  Board,
                         Chief  Executive  Officer,  President
                         And  Chief  Financial  Officer

Pursuant  to  the  requirements of the Exchange Act, this report has been signed
below  by  the  following  persons in the capacities and on the dates indicated:

SIGNATURE               TITLE                                   DATE

/s/ Eric Langan         Director, Chairman of the Board,        December 6, 2000
Eric  Langan            Chief Executive Officer, President
                        And  Chief  Financial  Officer


                                       13
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES

                          AUDITED FINANCIAL INFORMATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----

Independent  Auditors'  Report. . . . . . . . . . . . . . . . . . . . . .    F-2

Consolidated Balance Sheets for the years ended
     September  30,  2000  and  1999. . . . . . . . . . . . . . . . . . .    F-3

Consolidated Statements of Operations for the years ended
     September  30,  2000  and  1999. . . . . . . . . . . . . . . . . . .    F-4

Consolidated Statements of Changes in Stockholders' Equity
     for the years ended September  30, 2000 and 1999 . . . . . . . . . .    F-5

Consolidated Statements of Cash Flows for the years ended
     September 30, 2000 and 1999. . . . . . . . . . . . . . . . . . . . .    F-6

Notes  to  Consolidated  Financial  Statements. . . . . . . . . . . . . .    F-7


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



Board  of  Directors  and  Stockholders
Taurus  Entertainment  Companies,  Inc.


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Taurus
Entertainment  Companies,  Inc.  and  subsidiaries  as of September 30, 2000 and
1999,  and  the  related  consolidated  statements  of  operations,  changes  in
stockholders'  equity  and  cash flows for the years then ended. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the consolidated financial position of Taurus
Entertainment  Companies,  Inc.  and  subsidiaries  as of September 30, 2000 and
1999, and the results of their operations and their cash flows for the year then
ended  in  conformity  with  generally  accepted  accounting  principles.



                                          Jackson  &  Rhodes  P.C.


Dallas, Texas
November 30, 2000


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                    TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                 SEPTEMBER 30, 2000 AND 1999


                                           ASSETS


                                                                      2000          1999
                                                                  ------------  ------------
Current assets:
<S>                                                               <C>           <C>
  Cash                                                            $    35,184   $    13,775
  Accounts receivable                                                  36,413         6,254
  Inventory                                                             2,276             -
  Prepaid expenses                                                      4,510         7,866
  Land held for sale                                                  200,000       200,000
                                                                  ------------  ------------
    Total current assets                                              278,382       227,895
                                                                  ------------  ------------

Property and equipment:
  Buildings, land and leasehold improvements                        1,678,915     1,782,119
  Furniture and equipment                                             230,186       251,684
                                                                  ------------  ------------
                                                                    1,909,101     2,033,803

  Less accumulated depreciation                                      (146,740)      (99,195)
                                                                  ------------  ------------

                                                                    1,762,362     1,934,608
                                                                  ------------  ------------

Other assets                                                          139,839            55
                                                                  ------------  ------------
                                                                  $ 2,180,583   $ 2,162,558
                                                                  ============  ============


                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt (Note 3)                      $   335,955   $   195,821
  Payable to Parent                                                   197,324        67,484
  Accounts payable - trade                                             75,173       133,705
  Accrued expenses                                                     46,391        29,777
  Income taxes payable                                                      -             -
                                                                  ------------  ------------
    Total current liabilities                                         654,843       426,787

Long-term debt, less current portion (Note 3)                         610,619     1,369,888
                                                                  ------------  ------------

        Total liabilities                                           1,265,463     1,796,675
                                                                  ------------  ------------

Commitments and contingencies (Note 6)                                      -             -


Stockholders' equity:
  Preferred stock - $.10 par, authorized
    10,000,000 shares; none issued and outstanding                          -             -
  Common stock - $.01 par, authorized
    20,000,000 shares;  issued and outstanding 4,305,012 shares         4,305         4,305
  Additional paid-in capital                                        4,026,383     4,026,383
  Retained earnings (deficit)                                      (3,115,567)   (3,664,805)
                                                                  ------------  ------------
    Total stockholders' equity                                        915,121       365,883
                                                                  ------------  ------------
                                                                  $ 2,180,583   $ 2,162,558
                                                                  ============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       F-3
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999


                                                  2000         1999
                                               -----------  -----------
Revenues:
  Sales of alcoholic beverages                 $        -   $        -
  Sales of non-alcoholic beverages                157,518      176,405
  Service revenues                              1,338,669    1,380,643
  Other                                            13,271      110,730
                                               -----------  -----------

                                                1,509,457    1,667,778
                                               -----------  -----------

Operating expenses:
  Cost of goods sold                               97,557       81,386
  Salaries and wages                              304,182      354,643
  Other general and administrative:
    Taxes and permits                             166,028      182,232
    Charge card fees                                4,476        9,128
    Rent                                                -       99,156
    Legal and accounting                           40,251       69,860
    Advertising                                   124,734       59,549
    Other                                         543,424      508,303
                                               -----------  -----------

                                                1,280,653    1,364,257
                                               -----------  -----------

Income from operations                            228,804      303,521
  Interest expense                               (133,487)    (190,664)
  Gain on fire damages                                  -      290,769
  Loss on termination of lease                          -     (219,780)
  Vendors' concessions                            262,486
  Gain on sale of assets                          181,840
  Other                                             9,594       63,073
                                               -----------  -----------
Net income                                     $  549,238   $  246,919
                                               ===========  ===========

Basic net income (loss) per common share       $     0.13   $     0.06
                                               ===========  ===========

Weighted average shares outstanding             4,305,012    4,305,012
                                               ===========  ===========

          See accompanying notes to consolidated financial statements.


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
               TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999


                                Common Stock
                             ------------------  Additional    Retained
                             Number of            Paid-in      Earnings
                              Shares    Amount    Capital     (Deficit)     Total
                             ---------  -------  ----------  ------------  --------
<S>                          <C>        <C>      <C>         <C>           <C>
Balance, September 30, 1998  4,305,012  $ 4,305  $4,026,383  $(3,911,724)  $118,964

Net income                           -        -           -      246,919    246,919
                             ---------  -------  ----------  ------------  --------

Balance, September 30, 1999  4,305,012    4,305   4,026,383   (3,664,805)   365,883

Net income                           -        -           -      549,238    549,238
                             ---------  -------  ----------  ------------  --------

Balance, September 30, 2000  4,305,012  $ 4,305  $4,026,383  $(3,115,567)  $915,121
                             =========  =======  ==========  ============  ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       F-5
<TABLE>
<CAPTION>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999


                                                      2000        1999
                                                   ----------  ----------
<S>                                                <C>         <C>
Net income                                         $ 549,238   $ 246,919

Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization                       65,000      46,538
  Gain on fire damages                                     -    (290,769)
  Loss on termination of lease                             -     219,780
  Vendors' concessions                              (262,486)          -
  Gain on sale of assets                            (181,840)          -
  Changes in assets and liabilities:
    Accounts receivable                              (30,159)     (3,911)
    Inventory                                         (2,276)          -
    Prepaid expenses and other assets                 38,572     103,149
    Accounts payable and accrued liabilities          79,305    (139,319)
    Income taxes payable/receivable                        -     (38,445)
                                                   ----------  ----------
      Net cash provided by operating activities      255,353     143,942
                                                   ----------  ----------

Cash flows from investing activities:
  Additions to property and equipment               (135,912)   (280,894)
  Proceeds from sale of assets                       240,136           -
  Insurance proceeds from fire damaged assets              -     496,625
                                                   ----------  ----------
      Net cash provided by investing activities      104,224     215,731
                                                   ----------  ----------

Cash flows from financing activities:
  Increase in notes payable and long-term debt       228,150           -
  Payments on long-term debt                        (696,158)   (326,040)
  Increase in accounts receivable - related party          -       9,755
  Increase (decrease) in loan from Parent            129,840    (272,959)
                                                   ----------  ----------
      Net cash used by financing activities         (338,168)   (589,244)
                                                   ----------  ----------

Net increase (decrease) in cash                       21,409    (229,571)

Cash at beginning of year                             13,775     243,346
                                                   ----------  ----------

Cash at end of year                                $  35,184   $  13,775
                                                   ==========  ==========


Cash paid during the period for:
  Interest                                           133,487     190,664
                                                   ==========  ==========

  Income taxes                                             -      30,793
                                                   ==========  ==========

Noncash  transactions:
     During  the  year  ended September 30, 1999, the Company transferred
     a note payable  of  $286,745 to its  parent.
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       F-6
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999


1.   ORGANIZATION

     Taurus Entertainment Companies, Inc. ("Taurus"), formerly Taurus Petroleum,
     Inc., changed its name in November 1997 to reflect its entry into the adult
     entertainment  business.  The  Company,  which  was  formed  as a  Colorado
     corporation in 1977, was previously an independent oil and gas exploration,
     development and production company until it divested all of its oil and gas
     assets in July 1996. In November 1997,  Taurus'  stockholders  approved a 1
     for 300 reverse  common stock split and the number of authorized  shares of
     common  stock was reduced from  200,000,000  to  20,000,000.  Additionally,
     Taurus authorized  10,000,000 shares of preferred stock. On August 4, 1998,
     the Company's principal  shareholders entered into an agreement with Rick's
     Cabaret   International,   Inc.   ("Rick's"),   whereby   Rick's   acquired
     approximately 93% of the outstanding common stock of the Company. Rick's is
     a publicly held company in the adult entertainment business.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The Company's financial statements have been presented on the basis that it
     is a going concern,  which  contemplates  the realization of assets and the
     satisfaction of liabilities in the normal course of business. The financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this  uncertainty.  The Company is  reporting a working  capital
     deficit  of  $376,461  and has an  accumulated  deficit  of  $3,115,567  at
     September 30, 2000.

     The Company has become profitable in the years ended September 30, 2000 and
     1999 and management believes it has implemented plans that will ensure that
     the Company will  continue to be  profitable.  Additionally,  funds will be
     generated by sale of the land held for sale.

     Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
     and its wholly-owned  subsidiaries.  All significant  intercompany balances
     and transactions are eliminated in consolidation.

     Inventories

     Inventories,  consisting  principally of food  products,  are stated at the
     lower of cost or market (first-in, first-out method).


                                      F-7
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Net  Income  Per  Common  Share

     The Company  reports  earnings per share in  accordance  with  Statement of
     Financial  Accounting  Standards No. 128,  Earnings Per Share ("SFAS 128").
     SFAS 128 provides a different method of calculating earnings per share than
     was formerly used in APB Opinion 15. SFAS 128 provides for the  calculation
     of basic and diluted earnings per share.  Basic earnings per share includes
     no  dilution  and is  computed  by  dividing  income  available  to  common
     stockholders  by the weighted  average number of common shares  outstanding
     for the period.  Dilutive earnings per share reflect the potential dilution
     of securities that could share in the earnings of the Company.  Because the
     Company has no potential dilutive securities outstanding,  the accompanying
     presentation is only of basic income per share.

     Use of Estimates and Assumptions

     Preparation  of the  Company's  financial  statements  in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates  and  assumptions   that  affect  certain  reported  amounts  and
     disclosures. Accordingly, actual results could differ from those estimates.

     Cash  Equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     Property  and  Equipment

     Property and  equipment are stated at cost.  Cost of property  renewals and
     betterments are capitalized;  costs of property maintenance and repairs are
     charged against operations as incurred.  Depreciation is computed using the
     straight-line  method over the  estimated  useful  lives of the  individual
     assets, as follows:

          Building  and  improvements                    31  years
          Equipment                                     5-7  years
          Leasehold  improvements                        10  years

Revenue  Recognition

The Company recognizes all revenues at point-of-sale upon receipt of cash, check
or  charge  sale.


                                      F-8
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Land Held for Sale

     Land held for sale is stated at lower of cost or market and is  expected to
     be liquidated within the next fiscal year.

     Income Taxes

     The Company  accounts for its income taxes in accordance  with Statement of
     Financial  Accounting  Standards  No.  109,  which  reflects  an asset  and
     liability  approach in accounting  for income  taxes.  The objective of the
     asset  and  liability  method  is to  establish  deferred  tax  assets  and
     liabilities for the temporary  differences  between the financial reporting
     basis and the tax basis of the Company's  assets and liabilities at enacted
     tax rates  expected  to be in effect  when such  amounts  are  realized  or
     settled.

3.   LONG-TERM DEBT

     Long-term debt at year-end consists of the following at September 30:

                                                               2000      1999
                                                             --------  --------

 Note payable to partnership maturing March 2026,
 due in monthly installments of $576 including principal
 and interest at 12%; secured by real estate.                $ 54,860  $ 55,169

 Note payable to partnership maturing July 2007,
 due in monthly installments of $653 including principal
 and interest at 12%; secured by real estate.                  62,207    62,557

 Note payable to partnership maturing July 2007,
 due in monthly installments of $309 including principal
 and interest at 12%; secured by real estate.                  29,567    29,713

 Note payable to individual maturing March 2006,
 due in monthly installments of $2,573, plus interest at
 9.25%; secured by real estate.                               305,732   308,201

 Note payable to corporation maturing April 2002,
 due in monthly installments of $13,758 including
 principal and interest at 10%; secured by real estate.       281,682   411,478


                                      F-9
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.   LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
                                                             2000        1999
                                                          ----------  -----------
<S>                                                       <C>         <C>
 Note payable to a financing company maturing
 August 2003, due in monthly installments of $5,380,
 including interest at 10%, secured by real estate                -      547,464

 Note payable to corporation in connection with
 Atcomm acquisition maturing December 2001,
 due in monthly installments of $5,284 including
 principal and interest at 6%; unsecured                          -      151,127

 Note payable to an individual, payable $17,957 per
 month including interest at 12%, collateralized by real
 estate in Austin, Texas                                    184,376            -

 Note payable to a finance company, payable $597 per
 month including interest at 9.9%, collateralized by
 equipment                                                   28,150            -
                                                          ----------  -----------
                                                            946,574    1,565,709
 Less current maturities                                   (335,955)    (195,821)
                                                          ----------  -----------
                                                          $ 610,619   $1,369,888
                                                          ==========  ===========
</TABLE>

Scheduled  maturities  of  long-term  debt  are  as follows for the years ending
September  30:

     2001                      $335,889
     2002                       147,293
     2003                         9,934
     2004                        10,964
     2005                        12,105
     Thereafter                 430,389
                              ---------
                               $946,574
                              =========


                                      F-10
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.   FIRE DAMAGE

     On December 16, 1998, a fire damaged the adult entertainment facility known
     as XTC Cabaret located in Houston,  Texas.  The Company incurred a material
     decline  in  revenues  subsequent  to the  closure  of XTC.  The  insurance
     settlement resulted in a gain of $290,769 in 1999.

5.   INCOME TAXES

     The Company will be included in a  consolidated  federal  income tax return
     with its parent.  No income taxes are payable since the consolidated  group
     has a net operating tax loss  carryforward  for the periods ended September
     30, 2000 and 1999. The consolidated group has elected to not allocate taxes
     in periods in which no tax is paid by the group.

     For  tax  purposes,  the  consolidated  group  has  a  net  operating  loss
     carryforward  amounting to approximately  $3,125,000 which will expire,  if
     not utilized, beginning in 2012.

6.   COMMITMENTS AND CONTINGENCIES

     Leases

     The  Company,   as  lessee,   has  entered  into  and/or  assumed   various
     non-cancelable leases for office space and operating facilities.  Following
     is a schedule of minimum lease payments for the years ending September 30:



          2001                   $ 13,536
          2002                     14,382
          2003                     15,228
          2004                      7,614


     Concentration of Credit Risk

     The  Company  invests its cash and  certificates  of deposit  primarily  in
     deposits with major banks.  Certain  deposits may be in excess of federally
     insured limits.  The Company has not incurred losses related to its cash on
     deposit with banks.

     Fair Value of Financial Instruments

     The  following   disclosure  of  the  estimated  fair  value  of  financial
     instruments is made in accordance  with the  requirements  of SFAS No. 107,
     Disclosures about Fair Value of Financial  Instruments.  The estimated fair
     value amounts have been determined by the


                                      F-11
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.   COMMITMENTS AND CONTINGENCIES (CONTINUED)

     Company,  using available  market  information  and  appropriate  valuation
     methodologies.

     The fair value of financial  instruments  classified  as current  assets or
     liabilities  including  cash and cash  equivalents  and notes and  accounts
     payable  approximate  carrying value due to the short-term  maturity of the
     instruments.  The fair value of short-term and long-term  debt  approximate
     carrying value base on their  effective  interest rates compared to current
     market rates.

     Litigation

     In November,  1998,  LMTD,  Inc.  initiated  litigation  against one of the
     Company's subsidiaries,  Citation Land, LLC ("Citation"),  in a case styled
     LMTD, Inc. v. Texas Warehouse Company,  Inc., et al. Cause No. 98-12570, in
     the 200th Judicial  District Court of Travis County,  Texas.  The Plaintiff
     alleged a tortuous  interference  claim  against  Citation in the amount of
     $540,000 in  connection  with a Purchase  Option  Agreement  the  plaintiff
     claims  to have with a company  named  Texas  Warehouse  Company,  Inc.  In
     October 2000, the Company was granted a partial summary judgment on some of
     the  issues  in  this  matter.   In  November  2000,  the  court  signed  a
     take-nothing  judgment in the Company's  favor against the plaintiff in all
     matters.


     Sexually Oriented Business Ordinance of Houston, Texas

     In  January  1997,  the  City  Council  of the  City of  Houston  passed  a
     comprehensive  new  Ordinance  regulating  the  location of and the conduct
     within  Sexually  Oriented  Businesses.  The new Ordinance  established new
     minimum  distances  that Sexually  Oriented  Businesses may be located from
     schools,  churches,  playgrounds  and other sexually  oriented  businesses.
     There were no provisions in the Ordinance  exempting  previously  permitted
     sexually oriented businesses from the effect of the new Ordinance. In 1997,
     the Company was informed that the Houston  location in north Houston failed
     to meet the  requirements  of the Ordinance and  accordingly the renewal of
     its Business License at that location was denied.

     The Ordinance  provided  that a business  which was denied a renewal of its
     operating  permit  due  to  changes  in  distance  requirements  under  the
     Ordinance  would be entitled to continue in operation  for a period of time
     (the  "Amortization  Period")  if the owner were  unable to recoup,  by the
     effective  date of the  Ordinance,  its investment in the business that was
     incurred through the date of the passage and approval of the Ordinance.


                                      F-12
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.   COMMITMENTS AND CONTINGENCIES (CONTINUED)

     Sexually Oriented Business Ordinance of Houston, Texas (Continued)

     The  Company  filed a  request  with  the  City of  Houston  requesting  an
     extension of time during which the Company could continue operations at the
     north Houston  facility  under the  Amortization  Period  provisions of the
     Ordinance  since the Company was unable to recoup its  investment  prior to
     the effective date of the Ordinance.  An administrative hearing was held by
     the City of Houston to determine the appropriate  Amortization Period to be
     granted  to the  Company.  At the  Hearing,  the  Company  was  granted  an
     amortization  period  through June 2000 for its location in north  Houston.
     The Company has the right to appeal any decision of the Hearing official to
     the district court in the State of Texas.

     In May,  1997, the City of Houston  agreed to defer  implementation  of the
     Ordinance until the  constitutionality  of the entire Ordinance was decided
     by court trial.  In February 1998 the U.S.  District Court for the Southern
     District of Texas, Houston, Division, struck down certain provisions of the
     Ordinance,  including the provision mandating a 1,500 foot distance between
     a club and schools, churches and other sexually oriented business,  leaving
     intact the  provision  of the 750 foot  distance as it existed in the prior
     Houston, Texas Ordinance.

     The City of Houston has  appealed  the  District  Court's  rulings with the
     Fifth  Circuit  Court of Appeals,  and the  Company  filed a brief with the
     Fifth  Circuit.  Such an  outcome  could  have  an  adverse  impact  on the
     Company's future.

     There  are  other  provisions  in the  Houston,  Texas  Ordinance,  such as
     provisions governing the level of lighting in a sexually oriented business,
     the distance  between a customer and dancer while the dancer is  performing
     in a state of undress and  provisions  regarding  the  licensing of dancers
     that were upheld by the court which may be detrimental to the business. The
     Company, in concert with other sexually oriented  businesses,  is appealing
     these aspects of the Houston, Texas Ordinance.  In the event that the court
     appeal is unsuccessful, such an outcome could have an adverse impact on the
     Company.

     In 1998,  the City of  Houston  began  enforcing  certain  portions  of the
     Ordinance,  including  the  distance  requirement  between a customer and a
     dancer while dancing,  and the  requirement  that dancers be licensed.  The
     City of Houston's enforcement of the recently implemented provisions of the
     Ordinance could have an adverse impact on the Rick's  locations in Houston,
     Texas.  The current  requirement of a three foot distance  between a dancer
     and a customer could reduce customer satisfaction and could result in fewer
     customers  at the  Houston  locations.  The  requirement  that a dancer  be
     licensed may result in fewer dancers  working,  which could have an adverse
     impact on the  Houston  locations.  It is unknown  what  future  impact the
     enforcement of the Ordinance may have on the Company's Houston locations.


                                      F-13
<PAGE>

7.   RELATED PARTY TRANSACTIONS

     The Company  received  $41,000 in rent  income from Rick's  during the year
     ended September 30, 1999 (included in other revenues). The Company also was
     allocated  $300,000 and $132,000 in  management  fees  expenses  during the
     years ended  September 30, 2000 and 1999,  respectively  (included in other
     general and administrative expenses).

8.   OTHER INCOME

     Vendors' concessions  represents  approximately  $263,000  representing the
     writeoff of old outstanding  accounts payable which the Company believes is
     no longer owed to certain third parties.


                                      F-14
<PAGE>