______________________________________________________________________________

                      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, 1996.
                                   OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934
                        Commission File Number: 0-8835
                             TAURUS PETROLEUM, INC.
            (Exact name of registrant as specified in its charter)
             Colorado		                             						84-0736215
     (State or other jurisdiction					                 		(IRS Employer
    of incorporation or organization)	                Identification No.)
                          2016 Main Street, Suite 109
                             Houston, Texas 77002
         (Address of principal executive offices, including zip code)
                              (713) 650-0161
            (Registrant's telephone number, including area code)
                              _________________

Securities registered under Section 12(b) of the Exchange Act:
                                              Name of Each Exchange
Title of Each Class				  		                    on which Registered
 	     	N/A		                                   						 N/A
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. [  ]

Issuer's revenues for the year ended September 30, 1996  were $88,340.  The 
aggregate market value of Common Stock held by non-affiliates of the registrant 
at September 30, 1996, based upon the last reported sales prices on OTC 
Bulletin Board, was $60,000.00  As of September 19, 1997, there were 60,307,749 
shares of Common Stock outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE
	                                  N/A
______________________________________________________________________________
<PAGE>

TABLE OF CONTENTS


PART I
Item 1.		Business	                                                        3 

Item 2.		Properties                                                      	7

Item 3.		Legal Proceedings	                                               7

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                                                         	8


Item 6.		Management's Discussion and Analysis of Financial Condition 
         and Results of Operations	                                       9

Item 7.		Financial Statements                                           	11

Item 8.		Changes in and Disagreements With Accountants on Accounting 
         and Financial Disclosure                                       	11



PART III

Item 9.		Directors, Executive Officers, Promoters and Control Persons; 
         Compliance with Section 16(a) of  The Exchange Act	             13

Item 10.	Executive Compensation	                                         15

Item 11.	Security Ownership of Certain Beneficial Owners and Management 	16

Item 12.	Certain Relationships and Related Transactions                 	16

Item 13.	Exhibits and Reports on Form 8-K	                               17

<PAGE>

PART I

Item 1.		BUSINESS

Taurus Petroleum, Inc. (the "Company") was organized in 1977, as a Colorado 
corporation, and was engaged in the oil and gas business until 1996.  In 
November, 1984 Taurus Oil Corporation and The Methane Gas Company were merged 
into the Company under Chapter 11 of the Bankruptcy Reform Act of 1978, as 
amended.  The Company owned interests in 67 productive oil and gas wells 
located in Texas, Louisiana, Wyoming, Oklahoma, and Montana, and operated 39 of 
the wells, until July 1, 1996, when the Company reached an agreement to sell 
substantially all of its oil and gas assets to its principal stockholder, 
Thomas P. McDonnell and to Validus Operating, Inc. ("Validus") a corporation 
wholly owned by Mr. McDonnell.  In exchange for the sale of the assets to Mr. 
McDonnell and Validus, which was the Company's largest creditor, Mr. McDonnell 
and Validus agreed to assume substantially all of the then existing 
indebtedness of the Company.  As a result of this transaction, the Company may 
be categorized as being a "clean public shell" at the present time, that is a 
corporation with a substantial number of stockholders but with only nominal 
assets and little or no liabilities, which might ultimately be combined with a 
privately-held business.

In July 1996 SBCA Holdings, Inc. ("SBCA") entered into an agreement to acquire 
all of the common stock of the Company held individually and/or beneficially by 
Mr. McDonnell and Validus.  SBCA, which is controlled by Stephen E. Fischer, a 
member of the Board of Directors of the Company and currently the President and 
Chairman of the Company, acquired a total of 28,262,602 shares from Mr. 
McDonnell and Validus which represented approximately 47% of the outstanding 
shares of common stock of the Company.  In exchange for the shares of common 
stock of the Company, SBCA conveyed 17,500 shares of common stock in The Enigma 
Group, Inc. ("Enigma"), a private Texas corporation, which Mr. Fischer also 
controlled.  The Board of Directors of the Company (other than Mr. McDonnell 
and Mr. Fischer) determined that the transaction was in the best interest of 
the Company as the Board of Directors believed that the liabilities assumed by 
Mr. McDonnell were in excess of the asset value of the oil and gas properties 
conveyed to him.

Mr. McDonnell is presently a director of the Company although he will not stand 
for re-election at the Company's next annual stockholder's meeting.  As a 
result of these transactions, the Company may be categorized as being a shell 
company at the present time. 

Entry Into Adult Entertainment Industry


In November, 1996, the Company entered into discussions with Enigma which owns 
and operates certain commercial real estate assets in Houston, Texas, as well 
as certain adult entertainment venues, for the purposes of exploring mutual 
business interests and the desirability of a business combination.  As a result 
of these discussions the Company decided to enter the adult entertainment 
business and is currently in discussions with Enigma related to a business 
combination with Enigma.  The Company is also engaged in discussions with other 
private companies in the adult entertainment business, which are controlled by 
Eric Langan, who will be a nominee as a Director at the next annual meeting of 
stockholders of the 
<PAGE>
Company.  Such negotiations are intended to result in 
business combinations which will cause the Company to enter into the adult 
entertainment business.

It is the Company's intention to acquire existing clubs, and to open new adult 
cabarets in metropolitan areas other than Houston, Texas.   In general, the 
target acquisitions will need to be currently profitable and catering to the 
middle income to upper income market.  Clubs that are not profitable will be 
considered only if the Company's management team determines these operations 
are potentially profitable with improved management systems and marketing.  In 
most acquisitions the Company will seek operations where the real estate can 
also be purchased.  Start-up projects also will be considered if market and 
demographic data meets the Company's standards.  However, the Company prefers 
to purchase existing operations.  Over time the Company will try to cross 
market its clubs to not only build its client base but to also build name 
recognition.

There are more than 2,500 clubs throughout the United States currently 
operating, many of which are owned and managed by their founders.  The Company 
believes that there are a limited number of buyers for gentlemen's clubs and 
that the opportunity presently exists to acquire existing operations from their 
owners.  The Company believes that with the proceeds from this Offering that it 
is well positioned to aggressively pursue the acquisition of these gentlemen's 
clubs through the use of not only its cash but its stock.

In determining which cities will be prime locations, a variety of factors will 
be considered.  The current regulatory environment will be one of the factors.  
The city must presently permit alcoholic beverages to be sold in a topless 
cabaret or allow alcohol consumption on premises in an all-nude cabaret and 
must permit table dancing.  Other factors that will be considered are the 
availability of locations.  The city must have available a number of sites, 
located in high traffic commercial areas.  The Company also will review 
potential competition in the area and will attempt to analyze the current 
market conditions and profitability of other adult cabarets in the city.  The 
proximity to Houston of a particular city will also be considered.  In the 
early years of expansion, the city must be within easy commuting distance.  
This will facilitate the participation of Houston-based management in the 
construction and opening of the new club projects.  It is anticipated that a 
significant number of personnel from the Houston operation will be used to 
ensure the same level of quality operations and controls.  The existing 
business climate will also be of critical importance.  The city must have a 
significant population of indigenous businessmen, be a recognized tourist 
destination and have a well-developed convention business.

Compliance and Controls


The Company will have a policy of ensuring that its business is carried on in 
conformity with local, state and federal laws.  In particular, the Company's 
management will have a "no tolerance" policy as to illegal drug use in or 
around its premises.  Posters will be placed throughout the clubs to reinforce 
this policy as will periodic unannounced searches of the entertainer's lockers.
Entertainers and waitresses who arrive for work will not be allowed to leave 
the premises without the permission of management.  Once an entertainer does 
leave the premises, she will not be allowed to return to work until the next 
day.  Management will continually monitor the behavior of entertainers, 
waitresses and customers to ensure 
<PAGE>
that proper standards of behavior are 
observed.  The Company's management will have the power to suspend an 
entertainer for breaches of the Company's rules.  In the event an entertainer 
is suspended, a consultation with management will be required of the 
entertainer.

Management will have in place a policy which provides that all credit card 
charges must be approved, in writing, by management before any charges are 
accepted.  Management will be particularly trained to review credit card 
charges to ensure that the only credit card charges approved for payment are 
for food, drink and entertainment.  A guest's identification is also reviewed 
in this process.

Operational and accounting controls are essential to the successful operation 
of a cash intensive nightclub and bar business.  The Company will implement 
internal procedures and controls designed to ensure the integrity of its 
operational and accounting records.  The Company will use a blind cash check in 
and check out procedures.  The Company will use a combination of accounting and 
physical inventory control mechanisms to ensure a high level of integrity in 
its accounting practices.  Computers will 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 will be reconciled each day to a 
daily income report.  In addition, management will 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 from the point of sale network will alert management of any variances 
from expected financial results based on historical norms. 

Competition

The adult entertainment business is highly competitive with respect to price, 
service and location, as well as the professionalism of its entertainment.  The 
Company will compete with a number of adult cabarets.  While there are 
restrictions on the location of a so-called "sexually oriented business" there 
are no barriers to entry into the adult cabaret entertainment market.  There 
are approximately 36 adult cabarets located in the Houston area which would be 
in direct competition with the Company.  Although the Company believes that it 
will be well-positioned to compete successfully, there can be no assurance that 
the Company will be competitive in Houston or any other city.

Governmental Regulations


The Company is subject to various federal, state and local laws affecting its 
business activities.  A significant portion of revenues will come from the sale 
of alcoholic beverages.  In Texas, the authority to issue a permit to sell 
alcoholic beverages is governed by the Texas Alcoholic Beverage Commission (the 
"TABC"), which has the authority, in its discretion, to issue the appropriate 
permits.   These permits are subject to annual renewal.  Renewal of a permit is 
subject to protest, which may be made by a law enforcement agency or by a 
member of the general public.  In the event of a protest, the TABC may hold a 
hearing at which time the views of interested parties are expressed.  The TABC 
has the authority after 
<PAGE>
such hearing not to issue a renewal of the protested 
alcoholic beverage permit.   Other states may have similar laws which may limit 
the availability of a permit to sell alcoholic beverages or which may provide 
for suspension or revocation of a permit to sell alcoholic beverages in certain 
circumstances.  The temporary or permanent suspension or revocations of either 
of the Permits or the inability to obtain permits in areas of expansion would 
have a material adverse effect on the revenues, financial condition and results 
of operations of the Company.  Prior to expanding into any new market, the 
Company will take all steps necessary to ensure compliance with all licensing 
and regulatory requirements for the sale of alcoholic beverages as well as the 
sale of food.

Various groups have increasingly advocated certain restrictions on "happy hour" 
and other promotions involving alcoholic beverages. The Company cannot predict 
whether additional restrictions on the promotion of sales of alcoholic 
beverages will be adopted, or if adopted, the effect of such restrictions on 
its business.

The Company intends to operate adult entertainment businesses in Houston, Texas 
and other cities.  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 "Ordinance").  The new Ordinance 
establishes new distances that Sexually Oriented Businesses ("SOB") may be 
located to schools, churches, playgrounds and other sexually oriented 
businesses.  There are no provisions in the Ordinance exempting previously 
permitted sexually oriented businesses from the effect of the new Ordinance.  
The Company has entered into discussions with entities that own and operate 
SOB's and own the real estate upon which SOB's are located.  These entities 
have applied for new permits under the new ordinance, but the permits were 
denied.  The Ordinance provides for an amortization period during which and SOB 
can continue to operate as it recaptures its investment. The entities which the 
Company has entered into discussions with have been denied amortization, but 
intend to appeal this decision.  These entities and a number of sexually 
oriented businesses have filed suit against the City of Houston to challenge 
the constitutionality of the new ordinance, seeking injunctive relief to halt 
implementation of the new ordinance until such time as the matter can be 
brought before a full and considered hearing.  There are other provisions in 
the ordinance, such as provisions governing the level of lighting in a sexually 
oriented business, the distance between a customer and a dancer while the 
dancer is performing in a state of nudity and provisions regarding the 
licensing of dancers which may be detrimental to the conduct of business by the 
Company and all of these provisions also are the subject of the above mentioned 
litigation.  The City of Houston has agreed not to enforce the Ordinance until 
the constitutionality of the Ordinance has been decided at court trial.

 No assurance can be given as to the likelihood of the success of any 
litigation filed against the City of Houston, but in the event that such 
litigation is unsuccessful the Company will be able to take the benefit of an 
amortization provision contained in the new ordinance designed to allow 
recovery of a business's investment and which will allow the Company to 
continue in business at its present location during the amortization period.

<PAGE>


Future Events

The Company anticipates holdings its next annual meeting of stockholders during 
October, 1997.  At the stockholder meeting, the Company intends to change its 
name to Taurus Entertainment, Inc., to effect a one share for 300 share reverse 
stock split of the issued and outstanding shares of common stock of the 
Company, to reduce the number of the Company's authorized shares of common 
stock to 20,000,000 after the reverse stock split and to authorize 10,000,000 
shares of preferred stock of the Company.  In addition, the Company intends to 
nominate five directors to serve for the ensuing year.

Employees 

As of September 8, 1997 the Company had one full time employee, Mr. Fischer.

Transfer Agent

The transfer agent and registrar for the Common Stock and the Warrant Agent for 
the Warrants is Colonial Stock Transfer, 455 E. 400 So. #100, Salt Lake City, 
Utah, 84111; telephone (801) 355-5740. 


Item 2.		PROPERTIES

The Company's principal executive offices are located in shared facilities in 
Houston, Texas, consisting of a total of approximately 500 square feet.  The 
Company believes that its offices are adequate for its present needs and that 
suitable space will be available to accommodate its future needs.

Item 3.		LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding.  As disclosed 
herein in Item 1--Business--Government Regulations, entities with which the 
Company has entered into discussions for business combinations have commenced 
litigation challenging the constitutionality of the City of Houston SOB 
Ordinance.

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

        	Not Applicable
<PAGE>


PART II


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

Price Range of Common Stock

The Company's Common Stock is traded in the over-the-counter securities market 
under the symbol "TAUR"  The following table sets forth, for the periods 
indicated, the high and low closing bid prices for the Common Stock of the 
Company 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.
<TABLE>
<CAPTION>
                                        COMMON STOCK PRICE RANGE	
                                            HIGH BID 	LOW BID   
<S>                                         <C>        <C>         
1995
First Quarter                   	      					$ 0.001   	$ 0.001   
Second Quarter	      				                   $ 0.001	   $ 0.001   
Third Quarter						                         $ 0.001	   $ 0.001   
Fourth Quarter	                         				$ 0.001	   $ 0.001

<S>                                         <C>        <C>
1996
First Quarter		      		                   		$ 0.001	   $ 0.001   
Second Quarter	                         				$ 0.001   	$ 0.001   
Third Quarter		                   				      $ 0.001	   $ 0.001   
Fourth Quarter	                        					$ 0.001    $ 0.001

<S>                                         <C>        <C>
1997
First Quarter      						                   $ 0.001	   $ 0.001   
Second Quarter	      				                   $ 0.001   	$ 0.001   
Third Quarter		                   				      $ 0.001	   $ 0.001   
Fourth Quarter (through September 16, 1997)	$ 0.001   	$ 0.001

</TABLE>
On September 16, 1997 , the last bid price for the Common Stock of the Company 
was $0.001 per share.  On September 16, there were approximately 4,978 
stockholders of record of the Common Stock, including broker-dealers holding 
shares beneficially owned by their customers.


<PAGE>


Dividend Policy

The Company has never declared a cash dividend on its Common Stock.  The Board 
of Directors presently intends to retain all earnings for use in the Company's 
business, and, therefore, does not anticipate paying any cash dividends in the 
foreseeable future.  The declaration of dividends in the future, if any, will 
be subject to the discretion of the Board of Directors, which will consider 
such factors as the Company's 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

Results of Operations

Consolidated net losses were $95,304, $137,056, and $83,119 for fiscal years 
1996, 1995 and 1994 respectively.  Operating revenue decreased $62,733 during 
fiscal 1996, and decreased $98,110 during fiscal 1995, as compared to fiscal 
1994.  The decrease in operating revenue in fiscal 1996 was due to the decrease 
in the price the Company received for its gas along with a reduction in the 
quantities of oil and gas production due primarily to the natural production 
decline in the Company's properties and the disposal of all oil and gas 
properties

The Company produced 1,157 barrels of oil during fiscal 1996 as compared to 
3,380 barrels in fiscal 1995 and 5,696 in fiscal 1994.  Gas production in 
fiscal 1996 was 24,503 MCF as compared to 61,227 MCF in fiscal 1995 and 88,893 
MCF in fiscal 1994.  The decrease in oil production is due to the aging of the 
Company's oil properties combined with the divestiture of wells.  The reduction 
in gas production is attributed to the natural aging of the gas properties.  

Administrative overhead revenue in fiscal 1996 decreased $3,970 compared to 
fiscal 1995.  This decrease is the result of the loss of administrative 
overhead from properties that have been sold or plugged and all operations were 
liquidated as of July 1996.

Lease operating expenses for the Company were $59,414, $121,04 and $117,700 for 
fiscal 1996, 1995, and 1994, respectively.  The decrease in 1996 as compared to 
fiscal 1995 is primarily due to discontinuing lease operations.

The Company's depreciation and depletion ("D&D") expense decreased by $20,397 
in fiscal 1996 as compared to 1995.  The decrease in fiscal 1995 and fiscal 
1996 was the result of production volumes being a smaller percentage of 
reserves.

The Company's general and administrative expenses increased by $17,406 in 
fiscal 1996.  This increase is associated with the transition of new management 
and a change in the Company's business plan.

<PAGE>
Interest expense decreased to $482 in fiscal 1996 as compared to $10,468 and 
$7,656 in fiscal 1995 and 1994, respectively.  This is the result of the 
Company liquidating the assets of the Corporation to settle its debt 
obligation.

For the fiscal year 1996, the Company sold all of its oil and gas properties.  
The Company sold one producing property in fiscal 1995 and none in fiscal 1994.

Liquidity and Capital Resources

The Company's current liabilities exceed current assets by $29,844 at September 
30, 1996 as compared to a negative working capital of $155,938 at September 30, 
1995.

The Company had a negative cash flow of $82,464 (Net loss plus depreciation and 
depletion) during fiscal 1996 as compared to the negative cash flow of $103,819 
for fiscal 1995 and $42,727 for fiscal 1994.  The negative cash flow in fiscal 
1996, 1995, and 1994 were funded by loans from its controlling shareholders, 
existing cash, issuance of Common Stock and sale of properties.

On December 7, 1992 the Company issued 20,000,000 shares of TPI Common Stock to 
Validus Operating, Inc. ("Validus") at $.005 per share as consideration for 
$100,000 of the management fees payable to Validus.  In addition, TPI converted 
a portion of the management fee payable of $99,000 to a long-term note.  Also, 
on September 30, 1993, TPI converted $50,000 of the management fee payable to 
Validus to long-term note.  Validus has represented that it will require 
payment of future management fees and the notes payable only to the extent of 
available cash flow of TPI.

In addition, on December 7, 1992, the Company issued 2,000,000 shares of newly 
issued TPI Common Stock to Brian Cornish at $.005 per share as consideration 
for the $10,000 owed to Mr. Cornish.

Management is aware that positive steps are needed to increase the Company's 
size.  In 1996, the Company decided to liquidate the assets of the Company, pay 
liabilities and give the Company a new direction.  The largest creditor and 
President of the Company accepted all the oil and gas assets and certain 
liabilities of the Company as payment for his notes to the corporation, past 
due management fees and other moneys loaned to the Company.  The liabilities of 
the company, with the exception of certain accrued administrative costs, of 
$149,000, were liquidated.  The book value of the assets exchanged was $26,007.
In the view of the Board of Directors, the Company received above market value 
for the assets exchanged.  This transaction facilitated two objectives. First, 
it eliminated the ongoing negative cash flow operations.  Second, it made the 
"shell company" available as a vehicle to enter other business ventures as 
described below.


In July, 1996 SBCA Holdings, Inc. a company controlled by Stephen E. Fischer 
exchanged shares of the Enigma Group, Inc., a private Texas corporation, for 
Mr. McDonnell's approximately 47% interest in Taurus.  The Board of Directors 
of Taurus  authorized this stock exchange.  In April, 1996 Mr. Fischer was 
voted Chairman of the Board.  At this time it was decided that the Company 
would shift its efforts away from the energy industry to the real estate and 
adult entertainment 

<PAGE>

business.  As of the end of the fiscal year 1996 no 
transactions were completed, however several business combinations have been 
studied. 

Item 7.		FINANCIAL STATEMENTS

The information required hereunder is included in this report as set forth in 
the "Index to Financial Statements" on page F-1.


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

Ernst & Young L.L.P. ("Ernst & Young"), Certified Public Accountants, of San 
Antonio, Texas, audited the financial statements of the Company for the year 
ended September 30, 1995.  Ernst and Young was dismissed as of January 6, 1997. 

Simonton, Kutac & Barnidge, L.L.P. ("SB&K"), Certified Public Accountants, of 
Houston, Texas was engaged as the Company's accountant on June 3, 1997. 

There were no disagreements between the Company and Ernst & Young, whether 
resolved or not resolved, on any matter of accounting principles or practices, 
financial statement disclosure or auditing scope or procedure, which, if not 
resolved, would have caused them to make reference to the subject matter of the 
disagreement in connection with their report.

The report of Ernst & Young for the past two fiscal years did not contain any 
adverse opinion or disclaimer of opinion, excepting a "going concern" 
qualification, and was not qualified or modified as to uncertainty, audit scope 
or accounting principles.

The decision to change principal accountants was not submitted for approval to 
the Board of Directors; the change was made by the Company's President, Stephen 
E. Fischer, because SK&B's offices were located near the new principal 
executive offices of the Company.

Also, during the Company's two most recent fiscal years, and since then, Ernst 
& Young has not advised the Company that any of the following exist or are 
applicable:

(1)	That the internal controls necessary for the Company to develop reliable 
financial statements do not exist, that information has come to their attention 
that has lead them to no longer be able to rely on management's 
representations, or that has made them unwilling to be associated with the 
financial statements prepared by management;


(2)	That the Company needs to expand significantly the scope of its audit, or 
that information has come to their attention that if further investigated may 
materially impact the fairness or reliability of a previously issued audit 
report or the underlying
<PAGE
 financial statements or any other financial 
presentation, or cause him to be unwilling to rely on management's 
representations or be associated with the Company's financial statements for 
the foregoing reasons or any other reason; or

(3)	That they have advised the Company that information has come to their 
attention that they have concluded materially impacts the fairness or 
reliability of either a previously issued audit report or the underlying 
financial statements for the foregoing reasons or any other reason.

Further, during the Company's two most recent fiscal years and since then, the 
Company has not consulted Ernst & Young regarding the application of accounting 
principles to a specified transaction, either completed or proposed; or the 
type of audit opinion that might be rendered on the Company's financial 
statements or any other financial presentation whatsoever.

The Company subsequently filed a current report on Form 8-K dated January 10, 
1997 which reported the termination of Ernst & Young and included a letter from 
Ernst & Young addressed to the Commission pursuant to Regulation S-B Item 304.  

The Company subsequently filed a current report on Form 8-K dated June 3, 1997 
which reported the engagement of SK&B.

<PAGE>

PART III

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

Directors are elected annually and 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 following table provides information with respect to all directors and 
executive officers of the Company.


     Name                               			Age            Term as Director    

STEPHEN E. FISCHER, Chairman of          			49	         	April 1996-present    
the Board of Directors, Chief 
Executive Officer,President, 
Secretary, and Chief Accounting Officer

BRIAN E. CORNISH, Director              				56         		August 1987-present    
        
DAVID S. CROCKETT, JR., Director,	        		51	         	July 1988-present    

CHRISTOPHER N. CURNOW, Director	          		50         		November 1987-present

THOMAS P. MCDONNELL, Director,           			43         		July 1990-present    

WILLIAM B. WEEKLEY, Director	            			44         		April 1996-present    


Business Experience

Stephen E. Fischer has been involved in the food and beverage business since 
1975.  He was elected to the Board of Directors in April, 1996.  He has owned 
and operated eleven clubs, and one motel project.  Mr. Fischer has owned and 
operated three adult entertainment clubs in the Houston, Texas area.  He has a 
B.B.A. degree from the University of North Dakota (1975).  His experience 
includes club design, construction, and management.    

<PAGE>

Brian E. Cornish was elected to the Board of Directors in August, 1987, and 
became Chairman of the Board on July 12, 1988.  Effective January 1, 1989, Mr. 
Cornish became Chairman of the Board and Chief Executive Officer of the 
Company.  Mr. Cornish is a practicing petroleum geologist who graduated from 
the University of Adelaide in Economic Geology in 1960.  He subsequently has 
gained wide experience in resource exploration both in the Australian and 
international oil exploration industry which included a number of years with 
The Superior Oil Co. Group.  He has been a consulting geologist to a number of 
resource oriented corporations.  Mr. Cornish is an active member of a number of 
professional petroleum and mineral organizations both in Australia and the 
United States.  Since 1967 he has been the Geologist and Managing Director of 
B.E. Cornish & Associates Pty. Ltd., geological and technical consultants, of 
Sydney, Australia.  Mr. Cornish is Chairman and Managing Director of both 
Cornwall Resource Corporation N.L. and its wholly owned subsidiary CPC 
Petroleum Corporation N.L. of Sydney.

Thomas P. McDonnell was elected to the Board of Directors in July, 1990.  Mr. 
McDonnell is a graduate of the University of Florida, where he received his BS 
degree in Electrical Engineering in 1975.  Mr. McDonnell received an MBA from 
Corpus Christi State University in 1978.  Mr. McDonnell was employed by 
Schlumberger Offshore Services as an Openhole Logging Engineer from 1975 to 
1978.  Mr. McDonnell was a District Manager of an Openhole logging District for 
Birdwell Division of SSC from 1978 to 1980.  In 1980 Mr. McDonnell was employed 
by WENCO Engineering as a Petroleum Engineer.  WENCO is an engineering firm 
specializing in production exploration and reservoir engineering.  Mr. 
McDonnell was involved in reservoir engineering for private companies; however, 
his main position involved supervising exploration and development.  From 1981 
to 1987, Mr. McDonnell was employed as President of McDonnell Oil and Gas 
Consultants, Inc.  In this position, Mr. McDonnell consulted in the drilling 
and completion of numerous wells in Oklahoma, Texas and Tennessee.  He also 
operated over 50 wells in the Midcontinent Region.  In 1984 Mr. McDonnell 
formed Validus Operating, Inc. of which he is the President and Chairman of the 
Board.  Validus Operating, Inc. is an oil and gas production company with 
production in Texas, Oklahoma and New Mexico.  Along with operating its own 
properties, Validus Operating, Inc. operates properties as a third party.  Mr. 
McDonnell is also Chairman of the Board of Epoch Resources, Inc. an oil and gas 
production company with operations in Texas and Oklahoma.

Christopher N. Curnow was elected to the Board of Directors in November, 1987.  
On December 15, 1988, Mr. Curnow was elected Vice President of the Company.  
Mr. Curnow has over 20 years' experience in the petroleum industry since 
graduating from the University of Adelaide with a Bachelor of Science (Honors) 
degree in 1968.  Mr. Curnow spent 13 years with Exxon Corporation both in 
Australia and Canada, the USA and Malaysia.  During these years, he gained a 
wide range of experience in technical, operational and management aspects of 
the oil industry.  Since 1981 Mr. Curnow has been a consultant specializing in 
the management and technical supervision of oil and gas activities of several 
Australian companies.  Mr. Curnow has been associated with Cornwall Resource 
Corporation N.L. since January 1986 and has been responsible for the management 
of the petroleum interests of the Cornwall Group of Companies.  Since 1982 Mr. 
Curnow has been Chief Executive Officer of Centaur Petroleum Pty. Ltd., a 
company engaged in oil exploration in Australia.  Mr. Curnow is a Director of 
Cornwall Resource Corporation N.L. of Sydney, Australia.

<PAGE>

David S. Crockett, Jr. was elected to the Board of Directors in July, 1988.  
Mr. Crockett has been President of David S. Crockett & Co., certified public 
accountants, since July 1972.  Since April 1983, Mr. Crockett has been 
Assistant Treasurer, and since May 1984 Vice President of Stonetex Oil Corp.

William B. Weekley holds an MBA from the University of Texas.  Mr. Weekley was 
elected to the Board of Directors in April, 1996.  During the past twelve years 
he has been an independent consultant providing financial advisory services, 
and a private investor in the oil & gas and entertainment industries.  He has 
been the President of HarCor Capital Markets Inc. which is an investment 
banking firm,  and he presently serves as the Chairman of Cambridge Trading and 
Transportation, Inc. and Pen Roy Oil Company. 

Certain Securities Filings

The Company believes that the following persons are each late in filing Form 5: 
Thomas P. McDonnell, David S. Crockett, Jr., Brian E. Cornish, William B. 
Weekley, Christopher N. Curnow, and Stephen E. Fischer.  The Company also 
believes that Messrs. Fischer and McDonnell are each late filing one 
transaction on Form 4 reporting the acquisition by Mr. Fischer of common stock 
of the Company from Mr. McDonnell.

Item 10.	EXECUTIVE COMPENSATION

Mr. Stephen E. Fischer became Chairman of the Board of Directors, President and 
Chief Executive Officer of the Company in April 1996.  During 1996, Mr. Fischer 
did not receive any compensation for the services he rendered to the Company.  
Mr. Thomas P. McDonnell served as Director and President during 1995 and until 
Mr. Fischer replaced him in April, 1996.  No executive officer of the Company 
received compensation in 1995 or 1996.
<TABLE>
SUMMARY COMPENSATION TABLE

<CAPTION>
Name and	            			Annual Compensation		               All 
Principal								                                        	  Other
Position	               		Year	    Salary	   Bonus   Other		Compensation
<S>                       <C>        <C>       <C>    <C>     <C>

Stephen E. Fischer
Chief Executive Officer	  1996      	-0-	     -0-    	-0-	 		-0-

Thomas P. McDonnell
Formerly, Chief Executive	1996      	-0-	     -0-    	-0-	 		-0-
Officer			                1995       -0-      -0-    	-0-		 	-0-
</TABLE>

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.

<PAGE>
Item 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of August 1, 1997 with 
respect to the beneficial ownership of shares of Common Stock by (i) each 
person 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. Each stockholder has sole voting and investment power with respect to 
the shares shown.
<TABLE>
<CAPTION>
                                  Shares of
Name of Beneficial Owner			       Common Stock	         	% of Total
<S>                               <C>                     <C>

Stephen E. Fischer            				28,262,602(1)        			46.87%

Christopher N. Curnow	          		15,425,611(2)        			25.73%

Brian E. Cornish               				6,250,000           			10.42%

David S. Crockett	            		      -0-	          			   -0-

William B. Weekley		          		      -0-		          		   -0-

Thomas P. McDonnell	          		      -0-		          		   -0-

All directors and officers
as a group (6 persons)         			49,938,213           			83.29%

_____________________
<FN>
(1)Includes holdings of SBCA Holdings, Inc. which is controlled by Stephen E. 
Fischer.  
(2) Includes shares of Centaur Petroleum Pty. Ltd. which is controlled by 
Christopher N. Curnow.
</TABLE>
The Company has entered into discussions for business combinations with 
entities in the adult entertainment business which are controlled by Eric 
Langan.  Mr. Langan  will be a nominee for Director of the Company at the next 
annual meeting of stockholders of the Company, anticipated to be held in 
October 1997.  The Company's discussions with Mr. Langan have not resulted in 
any definitive agreements as of the date hereon.  In the event that a business 
combination is consummated with such entities, Eric Langan could acquire 
control of the Company.

Item 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The Company was operated by Validus Operating, Inc. ("Validus") under a 
Management Agreement, which was originally effective April 1, 1990 and had been 
extended through January 31, 1996.  Under the terms of this agreement, Validus 
was entitled to receive $10,000 per month for its services.  Validus is an oil 
and gas operating company of which Thomas P. McDonnell is the sole stockholder.
Mr.
<PAGE>
 McDonnell currently serves as a member of the Board of Directors.  On 
December 7, 1992, the Company issued 20,000,000 shares of the Company's Common 
Stock to Validus at $.005 per share as consideration for $100,000 of the 
management fees payable to Validus.  In addition, the Company converted the 
remaining management fee payable of $99,000 to a long-term note payable.  Also 
on September 30, 1993, the Company converted an additional $50,000 of 
management fee payable to a long-term note payable.  The principal of both 
notes would have been amortized over a 10 year period at the prevailing monthly 
prime rate of interest.  In an effort to eliminate the liabilities of the 
Company, the Board of Directors decided to divest all the oil and gas assets of 
the Company in exchange for the extinguishment of the debt owed to Validus. In 
July, 1996, the Company reached an agreement to sell substantially all of its 
oil and gas assets to its principal stockholder, Mr. McDonnell and to Validus.  
In exchange for the sale of the assets to Mr. McDonnell and Validus, which was 
the Company's largest creditor, Mr. McDonnell and Validus agreed to assume 
substantially all of the then existing indebtedness of the Company. This 
transaction was effective July 1, 1996.

SBCA Holdings, Inc. ("SBCA") entered into an agreement to acquire all of the 
common stock of the Company held individually and/or beneficially by Mr. 
McDonnell and Validus.  SBCA, which is controlled by Stephen E. Fischer, a 
member of the Board of Directors of the Company and currently the President and 
Chairman of the Company, acquired a total of 28,262,602 shares from Mr. 
McDonnell and Validus which represented approximately 47% of the outstanding 
shares of common stock of the Company.  In exchange for the shares of common 
stock of the Company, SBCA conveyed 17,500 shares of common stock in The Enigma 
Group, Inc. ("Enigma"), a private Texas corporation, which Mr. Fischer also 
controlled.  The Board of Directors of the Company (other than Mr. McDonnell 
and Mr. Fischer) determined that the transaction was in the best interest of 
the Company as the Board of Directors believed that the liabilities assumed by 
Mr. McDonnell was in excess of the asset value of the oil and gas properties 
conveyed to him.


Item 13.	EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibits

Exhibit No.	Identification of Exhibit

10.1 	Agreement between the Company and Thomas P. McDonnell
27.1	Financial Data Schedule
____________________


(b)	Reports on Form 8-K.

A report on Form 8-K was filed on July 22, 1996, which reported a change in 
control, disposition of assets, and other events. 

<PAGE>

                 TAURUS PETROLEUM, INC. & SUBSIDIARIES

                         FINANCIAL STATEMENTS

            For the Years Ended September 30, 1996 and 1995

                                 and

                    Report of Independent Auditors

<PAGE>

Report of Independent Auditors


Board of Directors and Stockholders
Taurus Petroleum, Inc.

We have audited the consolidated balance sheets of Taurus Petroleum, Inc. and 
Subsidiaries as of September 30, 1996 and 1995, and the related consolidated 
statements of operations, stockholders' equity and cash flows for the years 
then ended.  These consolidated financial statements are the responsibility of 
the management of Taurus Petroleum, Inc..  Our responsibility is to express an 
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards.  These 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 consolidated 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 audit provides a 
reasonable basis for our opinion.

In our opinion, the consolidated financial statements included herein present 
fairly, in all material respects, the financial position of Taurus Petroleum, 
Inc. and Subsidiaries at September 30, 1996, and the results of their 
operations and their cash flows for the year then ended, in conformity with 
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Taurus 
Petroleum, Inc. will continue as a going concern.  As more fully discussed in 
Note 1, the Company has incurred recurring operating losses and has a working 
capital deficiency.  These conditions raise substantial doubt about the 
Company's ability to continue as a going concern. These financial statements do 
not include any adjustments to reflect the possible future effects on the 
recoverability and classification of assets or the amounts and classification 
of liabilities that may result from the outcome of this uncertainty.


Simonton, Kutac & Barnidge, L.L.P.
Houston, Texas

September 15, 1997

<PAGE>
                           TAURUS PETROLEUM, INC. & SUBSIDIARIES

                                CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS

	                                                  	September 30,	
		                                                  1996   			1995	
 <S>                                               <C>        <C>
Current Assets:
	Cash and cash equivalents                        	$	156     	$	2,174
	Accounts receivable:
		Joint interest owners, net of allowance for 
		  doubtful accounts of $17,009 in 1995            		--      		5,650
		Oil and gas sales		                                 --	     	24,809
                                                  _________  _________
		Total accounts receivable	                         	--	     	30,459

	Other current assets		                               --	     	17,163
                                                  _________  _________
			Total Current Assets                            		156     		49,796
                                                  _________  _________
Property and Equipment, at cost:                 
	Oil and gas properties, successful
	  efforts methods (Notes 1 and 7)				
		Unproved oil and gas properties	                  	--	      	17,285
		Proved oil and gas properties	                    	--   		2,145,930
	Other		                                             --      		36,110
					                                                --   		2,199,325
Less accumulated depreciation and depletion	        	--		   1,888,241
                                                 _________  _________ 
			Net Property and Equipment	                      	--     		311,084
                                                 _________  _________
Other assets                                     		26,844      		--
                                                 _________  _________
			Total Assets                                 	$	27,000  	$	360,880
                                               ___________  ___________ 
CONSOLIDATED BALANCE SHEETS
</TABLE>

         The following notes are an integral part of these financial statements

<PAGE>
                               TAURUS PETROLEUM, INC. & SUBSIDIARIES

<TABLE>
                            LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
<CAPTION>
                                                		September 30,	
	                                             	1996	      		1995	
<S>                                            <C>          <C>
Current Liabilities:
	Accounts payable - trade                    	$	30,000    	$	61,000
	Accounts payable - related parties	      	        --		     107,396
	Current portion of notes payable -
		related parties	                                	--		      21,922
	Undistributed oil and gas sales		                 --	      	13,451
	Other current liabilities		                       --       		1,965
                                             ----------   ---------- 
			Total Current Liabilities		                  30,000	    	205,734
                                             ----------   ----------
Notes payable - related parties, net of
	current portion	                                 	--	      	92,358

Stockholders' Equity:
	Common stock, par value $.001; authorized
		200,000,000 shares; issued 60,307,749
		shares in 1996 and 1995                     		60,307    		60,307
	Additional paid-in capital		                3,111,844 		3,082,328
	Accumulated deficit (since date of
		reorganization in November 1994)	        	(3,092,578)	(2,997,274)
                                            ----------- -----------
					                                           79,573	   	145,361
Less treasury stock, 353,707 shares at cost	  	(82,573)	  	(82,573)
                                            ----------- -----------
		Total Stockholders' (Deficit) Equity		        (3,000)	   	62,788
                                            ----------- -----------
		Total Liabilities and Stockholders' 
                      (Deficit) Equity	       $	27,000  	$	360,880
                                         -------------  -------------
</TABLE>

         The following notes are an integral part of these financial statements
<PAGE>
                                   TAURUS PETROLEUM, INC. & SUBSIDIARIES
<TABLE>
                                   CONSOLIDATED STATEMENTS OF OPERATIONS


<CAPTION>
                                             		  For the Years Ended
		                                                   September 30,	
		                                               1996       			1995	
 <S>                                         <C>            <C>

Operating Revenue:
	Oil and gas sales	                          $	82,782	      $	141,545	
	Administrative overhead		                      5,558	         	9,528	
                                          ___________      __________
					                                          88,340       		151,073	

Costs and operating expenses:
	Lease operating, including taxes            		59,414	       	121,043	
	Depreciation and depletion	                  	12,840        		33,237	
	General and administrative		                  50,964	        	33,558	
	Management agreement	                        	60,000	       	120,000	
	Bad debt provision	                            	--	           	8,811	
                                          -----------     -----------
                                         					183,218       		316,649	
                                          -----------     -----------
		Loss from operations                      		(94,878)     		(165,576)	

Other income (expense):
	Interest expense                              		(482)     		(10,468)	
	Gain on sale of property and equipment		        --		         37,723	
	Other	                                           	56	        	1,265	
                                          -----------    -----------
                                            					(426)      		28,520	

		Net loss                                 	$	(95,304)   	$	(137,056)	
                                      ----------------  ---------------
Net loss per common share                   		$	(0.00)      	$	(0.00)	
                                      ----------------  ---------------
Weighted average number of 
	common shares outstanding	               	60,307,749	   	59,954,042	
                                      ----------------  ---------------
</TABLE>

         The following notes are an integral part of these financial statements 
<PAGE>
                          TAURUS PETROLEUM, INC. & SUBSIDIARIES

<TABLE>
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

                    For the Years Ended September 30, 1996 and 1995



													
<CAPTION>                                                                                 	  			        Total
							                                       	     Additional                     Less   		Stockholders'
       	  				                  Common Stock	     		  Paid-In	 	  Accumulated		  	Treasury			(Deficit)
                         					Shares    			Amount    	Capital	    		Deficit	   	  	Stock			   Equity
	
<S>                           <C>         <C>        <C>            <C>              <C>        <C>


Balance, September 30, 1994		60,307,749	 $	60,307	 $	3,082,328	  $	(2,860,218)	  $	(82,573)	 $	199,844

Net loss	                        	--	       --         		--		        (137,056)		     --	      (137,056)
                             ----------  --------  -----------   -------------   ----------  ----------   
Balance, September 30, 1995		60,307,749  		60,307	  	3,082,328   		(2,997,274)		   (82,573)		   62,788

Contributed capital             		--	      	--	        	29,516	        	--	          --		       29,516

Net loss	                        	--	      	--	         	--         		(95,304)	     	--	       (95,304)
                             ----------  --------  -----------   -------------   ----------  ----------
Balance, September 30, 1996		60,307,749 	$	60,307	 $	3,111,844	  $	(3,092,578)	  $	(82,573)	  $	(3,000)
                             ----------  --------  -----------   -------------   ----------  ----------                             
</TABLE>

         The following notes are an integral part of these financial statements
<PAGE>
                       TAURUS PETROLEUM, INC. & SUBSIDIARIES

<TABLE>
                       CONSOLIDATED STATEMENT OF CASH FLOWS



                                                    		For the Years Ended
	                                                         	September 30,	
	                                                      	1996      			1995	
 <S>                                                  <C>          <C>

Cash Flows from Operating Activities:
	Net loss                                        	  $	(95,304)  	$	(137,056)	
	Adjustments to reconcile net loss to
 	  net cash used in operations:
		  Depreciation and depletion		                       12,840	      	33,237	
		  Gain from sale of property and equipment	          	--	         (37,723)	
		  Bad debt provision		                                --	          	3,217	
		  Other changes in current assets and
			 liabilities relating to operations		            (128,112)       	94,358	
                                                    ---------    ----------
		Net cash provided by (used in) operating 
			activities                                     		(210,576)     		(43,967)	

Cash Flows from Investing Activities:
	Net proceeds from sale of property 
		and equipment	                                    	311,084       		70,000	
	Capital expenditures		                                --         		(11,524)	
	Increase in other assets		                          (26,844)        		--	
                                                    ---------    -----------
		Net cash provided by (used in) investing 
			activities	                                      	284,240      		 58,476	

Cash Flows from Financing Activities:
	Note payments	                                     	(92,358)     		(13,235)	
	Other	                                              	16,676	         	--	
                                                    ---------   ------------
		Net cash (used in) financing activities		          (75,682)	     	(13,235)	
                                                    ---------   ------------
		Net increase (decrease) in cash	                   	(2,018)       		1,274	

Cash and cash equivalents:

	Beginning of year	                                   	2,174          		900	
                                                    --------   ------------
	End of year	                                          $	156	       $	2,174	
                                                   ----------  -------------
</TABLE>

         The following notes are an integral part of these financial statements
<PAGE>
                         TAURUS PETROLEUM, INC. & SUBSIDIARIES
<TABLE>
                   CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)


<CAPTION>
                                               		For the Years Ended
		                                                  September 30,	
	                                               	1996       			1995	
    <S>                                         <C>            <C>

Supplemental disclosure of cash 
	flow information:

		Cash paid during the year
		  for interest                               	$	482	         $	9,190	
                                               -------         -------
Supplemental schedule of noncash
	investing and financing activities:
		Conversion of accounts payable
			to common stock                             	$	--	          $	--	
		Conversion to accounts payable                -------        -------
			to note payable                             	$	--          	$	--	
		Purchase of oil and gas properties            -------        -------
			for reduction in accounts receivable	        $	--	          $	--	
                                                -------        -------
</TABLE>


         The following notes are an integral part of these financial statements
<PAGE>
                     TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation  ---  The accompanying consolidated financial 
statements include the accounts of Taurus Petroleum, Inc. ("TPI" or the 
"Company") and its wholly owned subsidiaries for year ended September 30, 1996.
The Company's only significant subsidiary was Ridgeway Exco, Inc. ("Ridgeway").
All intercompany balances and transactions have been eliminated in 
consolidation, and Ridgeway is no longer a subsidiary at September 30, 1996.

Effective July 1, 1996, SBCA Holdings, Inc. acquired all the common stock 
previously controlled individually and/or beneficially by Thomas P. McDonnell 
and Validus Operating, Inc., (8,262,602 and 20,000,000, respectively) for a 
total of 28,262,602 shares or 46.87% of the Company's common stock.  SBCA 
Holdings, Inc. exchanged 17,500 shares of common stock it owns in a private 
company, The Enigma Group, Inc., for the aforementioned common stock of the 
Company.  SBCA Holdings, Inc. is controlled by Mr. Stephen E. Fischer.  The 
Board of Directors of the Company appointed Mr. Stephen E. Fischer to the Board 
of Directors and appointed Mr. Fischer as Chairman of the Board on April 29, 
1996.  The Company has entered into business combination discussions with 
entities controlled by Mr. Fischer, as well as other entities.

These financial statements have been prepared on the "going concern" basis, 
which presumes that the Company will be able to realize its assets and 
discharge its liabilities in the normal course of business for the foreseeable 
future.

The Company's continuation as a "going concern" is dependent on the 
establishment of profitable operations, and upon either the continued financial 
support of its principal shareholders or upon the ability of the Company to 
raise additional capital.  Management is pursuing various options to attract 
capital, including infusions of cash and mergers.  The outcome of these matters 
cannot be predicted at this time.  These financial statements do not include 
any adjustments to the amounts and classification of assets and liabilities 
that might be necessary should the Company be unable to continue in business.

Property and Equipment  ---  The Company follows the successful efforts method 
of accounting for its oil and gas producing activities.  Under this method of 
accounting, all property acquisition costs and well costs of exploratory and 
development wells are capitalized when incurred, pending determination of 
whether the well will be productive.  If any exploratory well is nonproductive, 
the capitalized costs of drilling the well, net of any salvage value, are 
charged to expense.  The cost of development wells are capitalized, whether the 
well is productive or unproductive.  Unproved properties are assessed 
periodically to determine whether there has been a decline in value, and if 
such decline is indicated, a loss is recognized. 

<PAGE>
                   TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995

Geological and geophysical costs and the costs of carrying and retaining 
undeveloped properties, including delay rentals, are expenses as incurred. 

<PAGE>
                    TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Depreciation and depletion are computed separately on each individual prospect.
Proved property leasehold and mineral rights are depleted on the unit-of-
production method over the estimated total proved reserves of the individual 
prospects.  Completed well costs are depreciated on the unit-of-production 
method over the estimated proved developed reserves of each well.

The Company uses the present value of net revenue from proved oil and gas 
reserves, based on constant prices in assessing the recorded net investment in 
proved oil and gas properties.

Depreciation of other property and equipment is computed on the straight line 
method over estimated useful lives ranging from 5 to 10 years.

Federal Income Tax  ---  The Company records income taxes under Financial 
Accounting Standards Board Statement No. 109 using the liability method (See 
Note 3).  Under this method, deferred tax assets and liabilities are measured 
by using the enacted tax rates and laws that will be in effect when the 
differences are expected to reverse.  Prior to the adoption of Statement No. 
109, income tax expense was determined using the deferred method.  Deferred tax 
expense was based on items of income and expense that were reported in 
different years in the financial statements and tax returns and were measured 
at the tax rate in effect in the year the differences originated.

Loss Per Common Share  ---  Loss per common share was computed by dividing the 
net loss by the weighted average number of common shares outstanding during the 
respective periods.

Cash Equivalents  ---  For purposes of the statement of cash flows, all highly 
liquid investments with original maturities of three months or less are 
considered to be cash equivalents.

Oil and Gas Sales  ---  The Company recognizes revenue for its oil and gas 
sales when produced and delivered to the purchaser.

Gas Balancing  ---  The Company recognizes the sale of gas when the gas is 
produced and delivered to the purchasers.  At this time the Company's exposure 
with respect to gas imbalances is minimal.  The Company has no gas imbalance 
situations involving its operated properties.  Outside operated properties may 
have gas imbalance situations.  However, if present, the effect to the Company 
would be minimal, due to the Company's small ownership in outside operated 
properties.


<PAGE>
                    TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995

NOTE 2 - NOTES PAYABLE

At September 30, 1995, notes payable consisted of unsecured notes in the 
original amounts of $99,000 and $50,000 due in monthly installments through 
2002 and 2004, respectively.  The notes were payable to Validus Operating, Inc. 
and bear interest at the prime rate of six and one half percent at September 
30, 1995.  These notes were extinguished as part of the change of ownership and 
control effective July 1, 1996.

NOTE 3 - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes.  There are no 
significant temporary differences.

Deferred tax assets consist of the Company's net operating losses.  Due to past 
operating losses and the probable limitations on the future use of the 
operating loss carryforwards as discussed below, a valuation allowance to 
offset the deferred tax assets has been established at September 30, 1996.

As a result of the business and ownership changes discussed in Notes 1 and 6, 
it is unlikely that the Company will ever be able to utilize the net operating 
loss carryforwards or unused investment tax credits that have accumulated over 
past years.

NOTE 4 - STOCK OPTIONS AND COMPENSATION

On April 24, 1986, the Board of Directors of TPI adopted the 1986 Incentive 
Stock Option Plan (the "Option Plan"), reserving 500,000 shares for issuance 
under the Option Plan.  Under the Option Plan, the Board of Directors may grant 
options to the officers and key employees of TPI and its subsidiaries.  As of 
September 30, 1991, all options granted under this plan have expired.  At 
September 30, 1995, options to purchase 500,000 shares remained available for 
grant under the plan, however, the plan was terminated on April 24, 1996.


<PAGE>
                     TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995

NOTE 5 - MAJOR CUSTOMERS

Sales to individual customers which as a percentage of total revenue exceeded 
10% were as follows:
<TABLE>
<CAPTION>
                                                  		For the Years Ended
		                                                      September 30,	
      <S>                                           <C>            <C>

	    	Customers	                                  		1996        			1995	

	Detroit of Texas (Gulf Coast Pipeline)            		64%	          	44%	
	Texaco Trading & Transportation		                  	26%	          	-- 	
	Enron Oil Trading & Transportation (EOTT)         		--	           	17%	
	Longhorn Production			                              --           		10%	

</TABLE>
NOTE 6 - SIGNIFICANT SUBSEQUENT EVENTS

In addition to the change of ownership and control effective July 1, 1996 (See 
Note 1), the Company's business and operations have also changed significantly.
It has divested itself of all oil and gas assets and will no longer continue in 
this business.  The Company plans to enter the entertainment business.

NOTE 7 - RELATED PARTY TRANSACTIONS

Prior to July 1, 1996, TPI was operated by Validus Operating, Inc. (Validus) 
under a Management Agreement, which was originally effective April 1, 1990, and 
has been extended through January 31, 1996.  Under the terms of this agreement, 
Validus is entitled to $10,000 per month for its services.  Validus is an oil 
and gas operating company controlled by Thomas P. McDonnell ("McDonnell").  Mr. 
McDonnell currently serves as a member of the Board of Directors.  On December 
7, 1992, the Company issued 20,000,000 shares of TPI Common Stock to Validus at 
$.005 per share as consideration for $100,000 of the management fees payable to 
Validus.  In addition, TPI converted the remaining management fee payable at 
September 30, 1992 of $99,000 to a long-term note payable.  Also on September 
30, 1993, TPI converted an additional $50,000 of management fee payable to a 
long-term note payable.  The principal of both notes would have been amortized 
over a 10 year period at the prevailing monthly prime rate of interest.  In an 
effort to eliminate the liabilities of the Company, the Board of Directors 
decided to divest all of the oil and gas assets of the Company in exchange for 
the extinguishment of the debt owed to Validus.  These assets were divested to 
Mr. Thomas P. McDonnell currently the sole shareholder of Validus Operating, 
Inc.  The liabilities exceeded the asset value of the Company.  This 
transaction was effective July 1, 1996.


<PAGE>
                    TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995

NOTE 8 - DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES

At September 30, 1996 and 1995, capitalized costs and the accumulated 
depreciation and depletion relating to the Company's oil and gas producing 
activities, all of which are in the United States, were as follows:
<TABLE>
<CAPTION>
                                                      		September 30,
                                                      		1996   			1995	
<S>                                                     <C>      <C>
Unproved oil and gas properties	                        $	--	    $	17,285
Proved oil and gas properties		                           --	  	2,145,930
Accumulated depreciation and depletion	                  	-- 		(1,852,597)
                                                       ------- -----------
	Net capitalized costs	                                 $	--	   $	310,618
                                                       ------- -----------

</TABLE>
Costs incurred, capitalized and expensed in connection with oil and gas 
producing activities for the years ended September 30, 1996 and 1995 were as 
follows:
<TABLE>
                                                    		  1996     			1995	
    <S>                                                 <C>         <C>
Property acquisition costs:
	Proved	                                                $	--	      $	11,524	
	Unproved	                                               	--         		--	
Exploration costs	                                       	--         		--	
Depreciation and depletion		                            12,640     		33,107	

Results of operations from oil and gas producing activities for the years ended 
September 30, 1996 and 1995 were as follows:

</TABLE>
<TABLE>
                                                      	 	1996	      		1995	
    <S>                                                   <C>          <C>

Oil and gas leases	                                   $	82,782    	$	141,545	
Lease operating costs		                                (59,414)   		(121,043)	
Depreciation and depletion		                           (12,640)    		(33,107)	
General and administrative		                           (10,482)    		(16,779)	
                                                     ----------   -----------  
Results of operations for producing
	activities, excluding corporate
	overhead and interest expense                          	$	246	     	(29,384)	
                                                     ----------   -----------

</TABLE>
<PAGE>
                    TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995


NOTE 8 - DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES (Continued)

No income taxes are reflected in the above table due to the effect of tax 
credits and loss carryforwards related to oil and gas producing activities.

A summary of changes in quantities of proved oil and gas reserves for the years 
ended September 30, 1996 and 1995 is as follows (all reserves are proved 
developed) (unaudited):
<TABLE>
<CAPTION>
                                             		Gas	            		Oil
		                                             (MCF)			         (Bbls.)	
<S>                                            <C>               <C>
Balances, September 30, 1994              		 1,038,861	         	32,434

Revisions to previous estimates               		51,720	         	(9,276)
Sales of Reserves in Place		                     --	           	(13,575)
Production		                                   (61,227)	        	(3,380)
                                            -----------         ---------
Balances, September 30, 1995		               1,029,354	 	         6,203

Sales of Reserves in Place                		(1,004,851)	        	(5,046)	
Production                                   		(24,503)        		(1,157)
                                            -----------          --------
Balances, September 30, 1996                  	$	--	              $	--
                                           -------------        -----------
</TABLE>
<PAGE>
                    TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995

NOTE 8 - DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES (Continued)

The standardized measured of discounted future net cash flows relating to 
proved oil and gas reserves at September 30, 1996 and 1995 are as follows 
(unaudited):
<TABLE>
<CAPTION>
                                               		1996        			1995	
  <S>                                             <C>           <C>
Future cash inflows	                            $	--	       $	1,355,556	
Future production and development costs	         	--		         (648,945)	
                                              ---------    -------------
		Future net cash flows                         		--		          706,611	

10% annual discount for estimated
	timing of cash flows		                           --	          	337,675	
                                              ---------   --------------
Standardized measure of discounted
	future net cash flows                         	$	--         	$	368,936	
                                            ------------  --------------

</TABLE>

The changes in the standardized measure of discounted future net cash flows 
relating to proved oil and gas reserves for the years ended September 30, 1996 
and 1995 are as follows (unaudited):
<TABLE>

<CAPTION>
                                             		1996	           		1995	

<S>                                           <C>                <C>
Sales of oil and gas produced, net
	of production costs	                          $	--	           $	(20,502)	
Net change in prices and production costs		      --	           	(222,080)	
Revisions of previous quantity estimates		       --             		(1,400)	
Sales of reserves in place		                  (368,936)	        	(84,000)	
Net change in discount                         		--	            	185,642	
Other	                                          	--	           	(162,444)	
                                              ---------         ---------
		Net increase (decrease)		                   (368,936)	       	(304,784)	

Beginning of period	                          	368,936         		673,720	
                                              ---------         ---------
End of period	                                   $	--         	$	368,936	
                                            -----------       -----------
</TABLE>

<PAGE>
                    TAURUS PETROLEUM, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1996 AND 1995


NOTE 8 - DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES (Continued)

The estimate of proved reserves and related valuations for 1996 and 1995 were 
determined by an independent petroleum engineering firm.  The standardized 
measure of discounted future net cash flows relating to proved oil and gas 
reserves and the changes in standardized measure of discounted future net cash 
flows relating to proved oil and gas reserves were presented in accordance with 
the provisions of Statement of Financial Accounting Standard No. 69.  The 
standardized measure does not purport to represent the fair market value of the 
Company's proved oil and gas reserves.  An estimate of fair market value would 
also take into account, among other factors, anticipated future changes in 
prices and costs and a discount factor more representative of the time value of 
money and the risks inherent in reserve estimates.  Under the standardized 
measure future cash inflows were computed by applying year-end prices to 
estimated future production of year-end reserves.  Future production and 
development costs are computed by estimating the expenditures to be incurred in 
developing and producing the proved oil and gas reserves at year-end, based on 
year-end costs and assuming continuation of existing economic conditions.  No 
future income taxes are reflected due to the effect of tax credits and loss 
carryforwards related to oil and gas producing activities.  Future net cash 
flows are discounted at a rate of 10% annually to derive the standardized 
measure of discounted future net cash flows.

<PAGE>

	                           SIGNATURES

In accordance with the requirements of Section 13 of 15(d) of the Securities 
Exchange Act of 1934, as amended, the Registrant has caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized, on the 22 
day of September,  1997.


                                 By	   /s/ Stephen E. Fischer                
                                        Stephen E. Fischer
                                        Chairman of the Board, Chief Executive
                                        Officer, President and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the undersigned on behalf of the registrant and 
in the capacity and on the date indicated.


Date		September 22, 1997   		By	   /s/ Stephen E. Fischer                 
                                       Stephen E. Fischer  
                                       Chairman of the Board, Chief Executive 
                                       Officer		President and Chief Accounting 
                                       Officer


Date		September 24, 1997			        /s/ Thomas P. McDonnell                   
                                       Thomas P. McDonnell
                                       Director


Date		September ___, 1997			                                                  
                                      Brian E. Cornish, Director

Date		September 24, 1997			       /s/ Christopher N. Curnow                  
                                      Christopher N. Curnow, Director

Date		September 24, 1997	        /s/  David S. Crockett, Jr.             
                                      David S. Crockett, Jr., Director


Date		September 22, 1997			       /s/ William B. Weekley                      
                                      William B. Weekley, Director


<PAGE>
EXHIBTS




Exhibits No.	Identification of Exhibits

10.1 Agreement between the Company and Thomas P. McDonnell
27.1		Financial Data Schedule

<PAGE>
SBCA HOLDINGS, INC.
412 N. SAM HOUSTON PARKWAY EAST
HOUSTON, TEXAS 77060


February 21, 1996

Mr. Thomas P. McDonnell
P.O. Box 790710
San Antonio, Texas 78279

Dear Tom,

Per our conversations over the past few months, SBCA Holdings, Inc. (or its 
nominee) is prepared to make the following offer to purchase your beneficial 
ownership of Taurus Petroleum, Inc.:

1. SBCA will purchase your beneficial ownership (common stock) of Taurus 
Petroleum, Inc. for 1.5% of the common stock of The Enigma Group, Inc. (the 
owner of Northbelt Market Investments, Inc./Atcomm Services, Inc./Broadstreets, 
Inc.)  This ownership position represents approximately 47% of the outstanding 
common stock of Taurus.
2. The financial liabilities assumed by SBCA/Taurus will include the remaining 
Auditor fees of E. Young and the transfer agent AST for a total not to exceed 
$13,500.00.  Certain oil and gas properties will be transferred from the 
Company before closing and will not be part of this transaction.
3. As the controlling shareholder, SBCA will liquidate the indebtedness of 
Taurus to you and all oil and gas related venders, royalty interest and tax 
authorities through the exchange of all the oil and gas properties, leases 
(producing and non-producing), equipment and prepaid expenses to you or your 
nominee.  In this regard, you will be responsible for all the aforementioned 
liabilities as they pertain to oil and gas related activities of the Company.
4. Upon taking control, you will work with the Company to make the necessary 
transition of the properties and corporate activities.  It will be your 
responsibility to implement the release of title, tile opinions, or other 
releases required by you to transfer the properties.  It is also required that 
to your best knowledge this releases Taurus of any loan obligations.
5. While their will be no requirements that you escrow funds to pay the 
liabilities above, SBCA will need reasonable assurance that payment will be 
made since the credit reporting, they are the obligations of Taurus if you 
default.
6. In the event the Australian investor group requires additional ownership in 
Taurus to smooth the transition in ownership, Taurus will issue a pro-rata 
shares to you or your nominee.

<PAGE>
It is our desire to complete this transaction as soon as possible with an 
effective date of March 1, 1996.  We look forward to working with you and 
hearing from you in the very near future.


Sincerely yours,

       /s/ Stephen E. Fischer
           Stephen E. Fischer
           Chairman

AGREED AND ACCEPTED THIS 24th DAY OF FEBRUARY 1996

   By: /s/ Thomas P. McDonnell
           Thomas P. McDonnell
<PAGE>