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,  1999
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, 1999 were $1,667,778.
The most recent bid price occurred in December, 1998. The aggregate market value
of  Common  Stock held by non-affiliates of the registrant at December 20, 1999,
based upon the December, 1998 last reported price on the OTCBB, was $3030. As of
December  20,  1999,  there  were  4,305,012 shares of Common Stock outstanding.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


PART I
<S>       <C>                                                    <C>
Item 1.   Business                                                3

Item 2.   Properties                                              7

Item 3.   Legal Proceedings                                       8

Item 4.   Submission of Matters to a Vote of Security Holders    10

PART II

Item 5.   Market for Registrant's Common Equity
          and Related Stockholder Matters                        10

Item 6.   Management's Discussion and Analysis
          of Financial Condition and Results of Operations       11

Item 7.   Financial Statements                                   15

Item 8.   Changes in and Disagreements With Accountants
          on Accounting and Financial Disclosure                 15

PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a)
          of The Exchange Act                                    15

Item 10.  Executive Compensation                                 16

Item 11.  Security Ownership of Certain Beneficial Owners
          And Management                                         17

Item 12.  Certain Relationships and Related Transactions         18

Item 13.  Exhibits and Reports on Form 8-K                       20
</TABLE>


                                        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's)  re-opened  the  north  Houston
location as a "Rick's Cabaret" in December, 1998. We also own a facility located
in  South Houston which suffered fire  damage in December, 1998 and is presently
undergoing  renovations to be reopened as an XTC Cabaret.  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.  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.

     We  were  an oil and gas company until 1997. All oil and gas properties and
operations  were  divested by 1996.  We entered the adult entertainment business
in  December,  1997.

BUSINESS  STRATEGY


                                        3
<PAGE>
     We  have  followed  a  policy of maintaining high standards in the areas of
both  personal  appearance  and  personality  of  the  topless  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 topless industry, in the
belief  that  management  which  has  not  been  exposed  to operating practices
prevalent  in  the topless industry and with diverse management backgrounds will
produce  a  management  team that operates with a high level of integrity.  This
practice  of training management without adult nightclub experience may cause us
to  experience  a  shortage  of qualified management necessary to fulfill growth
plans.

     We  have a policy of ensuring that our business is carried on in conformity
with local, state and federal laws.  In particular, we have an 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 food,
drink  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.


                                        4
<PAGE>
COMPETITION

     The  adult  topless  club 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"  are
proprietary.  For  example,  there are approximately nine adult cabarets located
in the Austin which in competition with us.  Although the 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.  In particular, in Texas the authority to issue a permit to
sell  alcoholic beverages is governed by the Texas Alcoholic Beverage Commission
(the  "ABC"),  which  has  the  authority,  in  its  discretion,  to  issue  the
appropriate permits.  We presently hold a Mixed Beverage Permit and a Late Hours
Permit  (the  "Permits").  These Permits are subject to annual renewal, provided
we  have complied with all rules and regulations governing the permits.  Renewal
of a permit is subject to protest, which may be made by a law enforcement agency
or  by  the  public.  In  the  event of a protest, the ABC may hold a hearing at
which  time  the  views  of  interested  parties are expressed.  The ABC has the
authority  after  such hearing not to issue a renewal of the protested alcoholic
beverage  permit.  We  have  never been the subject of a protest hearing against
the  renewal  of  Permits.

     In  addition  to  various  regulatory  requirements  affecting  the sale of
alcoholic  beverages the location of a topless cabaret is subject to restriction
by  city  ordinance.  For example, the operation of a topless club by our parent
company, Rick's, in Houston, Texas is subject to "The Sexually Oriented Business
Ordinance"  (the  "Ordinance") which contains prohibitions on the location of an
adult  cabaret.  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  the  operation  of a sexually oriented business at our Houston locations was
not  permitted  we  could  be  adversly  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.  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, we were informed that
one  of  our  Houston  locations  at  3113  Bering  Drive  failed  to  meet  the
requirements  of  the  Ordinance  and  accordingly  the  renewal of our Business
License  at  that  location  was  denied.


                                        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.

     We filed a request with the City of Houston requesting an extension of time
during  which  operations at our north Houston facility could continue under the
Amortization  Period  provisions of the Ordinance since we were unable to recoup
our  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 us.  At the Hearing, we were granted an
amortization  period  through  June  2000 for its location in north Houston.  We
have  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.  In  the event that the City of Houston is successful in an appeal, the
Company's  Bering  Drive  location  could  be out of compliance. 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
which  may  be  detrimental to our business.  We, in concert with other sexually
oriented  businesses,  are  appealing  these  aspects  of  the  Houston,  Texas
Ordinance.  In  the event that our court appeal is unsuccessful, such an outcome
could  have  an  adverse  impact  on  us.

     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 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
our  Houston  locations.


                                        6
<PAGE>
     In  Austin,  we are required to be in compliance with liquor licensing laws
and  with  Travis  County  restrictions  on  the  location  of sexually oriented
businesses.

Employees  and  Independent  Contractors

     As  of  September 30, 1998, we had approximately 40 full-time employees, of
which  4  are  in  management  positions, including corporate and administrative
operations,  and  approximately  36  are  engaged in customer service, including
bartenders and waitresses.  None of our employees are represented by a union and
the  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.

Transfer  Agent  and  Registrar

     The  transfer  agent  and  registrar  for  the our common stock is American
Securities  Transfer  &  Trust,  Inc.,  1825 Lawrence Street, Suite 444, Denver,
Colorado  80202-1817.

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, 1999 that we owe on the mortgage is $411,478 and the interest
rate  is  10%.  We  pay $13,758 in monthly mortgage payments.  The last mortgage
payment  is  due  in  April,  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, 1999 that we owe on the mortgage
is  $547,464  and  the  interest rate is 10%.  We pay $5,380 in monthly mortgage
payments.  The last mortgage payment is due in July, 2003 with a balloon payment
of  $432,682.


                                        7
<PAGE>
     Taurus  also owns a 12,000 square foot building in Houston, Texas which was
purchased  from  Ralph  McElroy,  one  of  our  principal stockholders, and this
property  is presently being renovated after fire damage for reopening as an XTC
Cabaret.  We  acquired the property from Mr. McElroy for the same price that Mr.
McElroy  paid for the property.  We financed the purchase of the property by the
issuance  of  a  six  year  $286,744  Convertible Debenture, secured by the real
estate  acquired.  We  are  a  guarantor  of  this  Convertible  Debenture.  The
principal balance of the Convertible Debenture is due in July, 2004, in one lump
sum  payment.  Interest  is  due  and  payable  monthly, with the first interest
payment  beginning in September, 1998.  The Convertible Debenture is convertible
into  shares of our common stock at any time prior to maturity at the Conversion
Price  of $5.50 per share.  See, Certain Relationships and Related Transactions.

     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, 1999 that we owe on the Brazoria County
ranch  mortgage  is  $308,202  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, 1999 that we owe on the Wise County raw
land  mortgage  is  $147,439  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 a subsidiary of
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 suit seeks specific
performance  and  damages  against  Texas  Warehouse  Company,  Inc. regarding a
Purchase Option Agreement.  Plaintiff also alleges a tortuous interference claim
against  Citation  in  the  amount  of  $540,000.  Counsel  for Citation filed a
counterclaim.  Counsel  for  Citation  believes that the exposure to Citation is
minimal.  We  intend  to vigorously defend itself in this matter and to deny all
allegations.

     On  October  15,  1998, All City Beverage and Entertainment, Inc. initiated
litigation  against  one  of our subsidiaries in a case styled All City Beverage
and  Entertainment,  Inc.  v.  Taurus Entertainment Companies, Inc.("Taurus") in
Cause No. 98-49119, in the 61st Judicial District Court of Harris County, Texas.
The  suit  sought  damages in the amount of $25,000 and 175,000 shares of common
stock  of Taurus in connection with an Asset Purchase Agreement between All City
Beverage  and  Entertainment,  Inc.  and  Taurus.  Taurus  filed a counter-claim
asserting  that  there  were undisclosed obligations that Taurus was required to
pay.  The  counter-claim sought damages in an amount in excess of $25,000.  This
matter  was  dismissed  for  want  of  prosecution.


                                        8
<PAGE>
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, we were informed that
our  Houston  location  in  north Houston failed to meet the requirements of the
Ordinance  and  accordingly the renewal of our 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.

     We filed a request with the City of Houston requesting an extension of time
during  which  operations at our north Houston facility could continue under the
Amortization  Period  provisions of the Ordinance since we were unable to recoup
our  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 us.  At the Hearing, we were granted an
amortization  period  through  June  2000 for our location in north Houston.  We
have  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.  In  the event that the City of Houston is successful in an appeal, the
Company's  Bering  Drive  location  could  be out of compliance. 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 our business.  We, in concert with other
sexually  oriented businesses, are appealing these aspects of the Houston, Texas
Ordinance.  In  the event that our court appeal is unsuccessful, such an outcome
could  have  an  adverse  impact  on  us.


                                        9
<PAGE>
     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  our  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  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 our
Houston  locations.

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

     During  the  fourth  quarter  of 1999, 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  (*).

<TABLE>
<CAPTION>
                COMMON STOCK PRICE RANGE
                  HIGH BID    LOW BID
<S>              <C>         <C>
1998
 First Quarter   $     .001  $    .001
 Second Quarter  $     .001  $    .001
 Third Quarter   $      .75  $     .75
 Fourth Quarter         (*)        (*)

1999
 First Quarter   $      .01  $     .01
 Second Quarter  $      (*)  $     (*)
 Third Quarter   $      (*)  $     (*)
 Fourth Quarter  $      (*)  $     (*)
<FN>
____________________
(*)  During  the  last  quarter  of  fiscal 1998, and the last three quarters of
fiscal 1999, we believe there were no bids or trades for our common stock on the
OTCBB,  which  we  believe  is  a result of the acquisition of 93% of our common
stock  by  Rick's  in  August,  1998.  On  December  20,  1999,  there were 1388
stockholders  of  record of the common stock. The most recent bid price occurred
in  December,  1998  and  was  reported  on  the  OTCBB  at  $.01.
</TABLE>


                                       10
<PAGE>
Transfer  Agent  and  Registrar

     The  transfer  agent  and  registrar  for  our  common  stock  is  American
Securities  Transfer  &  Trust,  Inc.,  1825 Lawrence Street, Suite 444, Denver,
Colorado  80202-1817.

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

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.


                                       11
<PAGE>
GENERAL

     We  currently  own  and  operate  one  adult  nightclub under the name "XTC
Cabaret  "  in  Austin,  Texas.  We  own  commercial  income  real  estate  and
undeveloped  real  estate.

     Our  revenues are derived from club cover charges, food, and charges to the
entertainers.  Our  fiscal  year  end  is  September  30.

General

     The Company had been operated as an oil and gas company until 1997. All oil
and  gas properties and operations were divested by 1996 and the Company entered
the  adult  entertainment  business  in  December,  1997.

Results  of  Operations

YEAR  ENDED  SEPTEMBER  30,  1999  COMPARED  TO  YEAR  ENDED SEPTEMBER 30, 1998.

     For  the  1999  fiscal  year,  we  had  consolidated  total  revenues  of
$1,667,778,  a  decrease  of  $1,727,005  compared  to  fiscal  1998 revenues of
$3,394,783.  This  decrease  was  due  to  the closing of a location due to fire
damage.

     Costs  of goods sold were 46% and 34% of beverage sales for fiscal 1999 and
1998,  respectively.  This  increase  is  due  to  the  fact  that 1998 included
alcoholic  beverage  sales  at  the  fire  damaged  location.

     Salaries  and  wages decreased $729,814 from fiscal 1998 due to the closing
of  a  location  due to fire damage and a reduction in corporate overhead due to
our  being  acquired  by  our  parent,  Rick's  Cabaret  International,  Inc.

     Other  general and administrative expenses decreased $1,346,752 from fiscal
1998  to  fiscal  1999.  Charge  card  fees  decreased  $37,777.  All  of  these
decreases  were  due  to  the  closing  of  a  location  due  to  fire  damage


                                       12
<PAGE>
     Legal  and  accounting  fees  decreased $72,055.  Advertising and promotion
decreased  by  $140,078  due  to  the  closing of a location due to fire damage.
Other costs decreased $732,739 from fiscal 1998 due to the closing of a location
due  to  fire  damage  and  a  reduction  in corporate overhead due to our being
acquired  by  our  parent,  Rick's  Cabaret International, Inc. Interest expense
increased  to  $190,664  during  fiscal  1999.

     We  experienced  net  income  of $246,919 for fiscal 1999 compared to a net
loss  of  $604,864  for  fiscal  1998.

YEAR  ENDED  SEPTEMBER  30,  1998  COMPARED  TO  YEAR  ENDED SEPTEMBER 30, 1997.

     For the 1998 fiscal year, we had consolidated total revenues of $3,394,783,
an  increase  of  $1,634,397  from  fiscal  1997  revenues  of  $1,760,386.

     Consolidated net losses were $620,464 and $90,048 for fiscal years 1998 and
1997  respectively.

     Operating  revenue  increased  by $1,634,397 during fiscal 1998 over fiscal
1997.  The increase in operating revenue in fiscal 1998 was the direct result of
our  acquisitions  and  entry  into  the  adult  entertainment  business.

     The  overall  decline  in profitability was attributable to the effect of a
new ordinance passed in by Houston City Council in January, 1997, by the failure
of  a  new location in New Orleans to produce significant sales from the time of
its  opening  in  April,  1998 to the time of its closure in July, 1998 and by a
fire  in  May,  1998  which closed our location at 410 Sam Houston Parkway East,
Houston,  Texas.

     Salaries  and  wages  increased $434,408 or 60% from fiscal 1997 due to the
addition  of  personnel  related  to  the  acquisition  of  Taurus Entertainment
Companies,  Inc.

     Other general and administrative expenses increased 262% or $1,409,262 from
fiscal  1997  to  fiscal 1998. Charge card fees increased $37,750 largely due to
the  operation  of  one of locations for a portion of the fiscal year. Legal and
accounting  fees increased $89,775 as a result of the opening of the New Orleans
property  and  legal  and  accounting assistance obtained in connection with the
acquisition  of  93%  of  our common stock by Rick's Cabaret International, Inc.
Advertising and promotion increased by $93,038 because of the opening of the New
Orleans  location  and our location at 410 Sam Houston Parkway East. Our current
media expenditures have declined reflecting the decrease in need for advertising
due  to  the  closure  of the New Orleans location and the closure of one of our
locations.  Other costs increased $765,623 during fiscal 1998 as a result of the
costs  associated with opening the New Orleans location and the operation of our
other  locations.  Interest  expense  was  ($156,238)  during  fiscal  1998.

     We  experienced  a  net  loss of $620,464 for fiscal 1998 compared to a net
loss  of  $90,048  for  fiscal  1997.


                                       13
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     At  September  30,  1999  we  had  a  working capital deficit of $(198,892)
compared  to  a working capital deficit of $(295,335) at the end of fiscal 1998.
The  decrease  in the working capital deficit is primarily due to net income for
1999.

     In  our  opinion,  working capital is not a good indicator of our financial
status  due to the short cash liquidity cycle that results in the realization of
cash  within  no  more  than  five  days after the culmination of a transaction.

     Net  cash  provided  by  operating  activities  in fiscal 1999 was $143,942
compared  to  net  cash  provided  by operating activities of $147,129 in fiscal
1998.

     Net  cash provided by investing activities was $215,731 in 1999 compared to
net  cash  used of $(785,619) in 1998.   The increase in cash provided is due to
receipt  of  fire  insurance  proceeds  and decreased investment in property and
equipment.

     Cash  used by financing activities was $(589,244) compared to cash provided
by  financing  activities of $875,964 in fiscal 1998.  The increase in cash used
is  due  to the payment of long term debt and payments on a loan from our parent
company,  Rick's  Cabaret  International,  Inc.

     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 topless club 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  adult  topless  club entertainment business 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.


                                       14
<PAGE>
SEASONALITY

     We  are  significantly  affected  by  seasonal  factors.  Typically,  we
experience  reduced  revenues  from May through September.  We have historically
experienced  our  strongest  operating  results  during  October  through April.

YEAR  2000

     We  believe  that  we do not have any significant exposure to uncertainties
nor  material  anticipated costs related to Year 2000 issues including internal,
vendor  and  customer  issues.  Our current systems and any anticipated upgrades
are  Year  2000  compliant.

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  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  Company's  Board of
Directors  consists  of one person, Eric Langan, who is also our Chairman, Chief
Executive  Officer,  President  and  Chief  Financial  Officer


                                       15
<PAGE>
     Since  1997, Eric S. Langan, age 31, 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.  Through  these  activities,  Mr.  Langan  has
acquired  the  knowledge  and  skills  necessary  to  successfully operate adult
entertainment businesses.  Through these activities, Mr. Langan has acquired the
knowledge  and  skills  necessary  to  successfully  operate 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
Name and                            Annual    Restricted  Underlying           Other     All
Principal                          Compen-      Stock      Options/             LTIP   Compens-
Position   Year   Salary   Bonus  sation (1)    Awards       SARs     Payouts  sation
---------  ----  --------  -----  ----------  ----------  ----------  -------  ------
<S>        <C>   <C>       <C>    <C>         <C>         <C>         <C>      <C>     <C>

Eric       1999  $ 52,000 (2)-0-         -0-         -0-         -0-              -0-       -0-
Langan     1998  $108,275    -0-         -0-         -0-         -0-              -0-       -0-
Director,  1997       -0-    -0-         -0-         -0-         -0-              -0-       -0-
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.


                                       16
<PAGE>
(2)     Our parent, Rick's Cabaret International, Inc. paid Mr. Langan $155,000 as compensation
in  fiscal  1999,  of  which  $52,000  was  allocated  to  us.
</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.

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 20, 1999
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 20,  1999. there were 4,305,012 shares of Common
Stock  outstanding.

<TABLE>
<CAPTION>
Name and                               Number of       Title of     Percent
Address                                  Shares         Class      of Class
<S>                                  <C>             <C>           <C>
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%
<FN>
__________________________
(1)     Mr.  Langan is a Director and President of Rick's Cabaret International,
Inc.
</TABLE>


                                       17
<PAGE>
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.

     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.


                                       18
<PAGE>
     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 owns certain real
estate  in  Houston,  Texas  at which another company, XTC Cabaret, Inc. ("XTC")
operates  an  adult  entertainment  business  (the "XTC Location"). As discussed
below,  the Company has acquired all of the stock of XTC and intends to continue
operating  an  adult  entertainment  business at the XTC Location. 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").  XTC  operates two adult entertainment businesses, in Houston and
Austin.  Citation  is  the landlord of one of XTC's adult nightclubs in Houston,
Texas  and  has 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.


                                       19
<PAGE>
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.

 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.


                                       20
<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  20,  1999.

               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 20,1999
-----------------  Chief Executive Officer, President
Eric  Langan       And Chief Financial Officer


                                       21
<PAGE>
<TABLE>
<CAPTION>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES

                          AUDITED FINANCIAL INFORMATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                            PAGE
                                                            -----
<S>                                                         <C>
Independent Auditors' Report                                F-2-3

Consolidated Balance Sheets for the years ended
  September 30, 1999 and 1998                               F-4

Consolidated Statements of Operations for the years ended
  September 30, 1999 and 1998                               F-5

Consolidated Statements of Changes in Stockholders' Equity
  for the years ended September 30, 1999 and 1998           F-6

Consolidated Statements of Cash Flows for the years ended
  September 30, 1999 and 1998                               F-7

Notes to Consolidated Financial Statements                  F-8
</TABLE>


<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, 1999 and
1998,  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, 1999 and
1998, and the results of their operations and their cash flows for the year then
ended  in  conformity  with  generally  accepted  accounting  principles.


                        /s/ Jackson  &  Rhodes  P.C.

Dallas,  Texas
December  1,  1999


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                    TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                 SEPTEMBER 30, 1999 AND 1998


                               ASSETS
                                                                      1999          1998
                                                                  ------------  ------------
<S>                                                               <C>           <C>
Current assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    13,775   $   243,346
  Accounts receivable. . . . . . . . . . . . . . . . . . . . . .        6,254         2,343
  Accounts receivable - related party. . . . . . . . . . . . . .            -         9,755
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .        7,866         2,365
  Land held for sale . . . . . . . . . . . . . . . . . . . . . .      200,000       200,000
                                                                  ------------  ------------
    Total current assets . . . . . . . . . . . . . . . . . . . .      227,895       457,809
                                                                  ------------  ------------

Property and equipment:
  Buildings, land and leasehold improvements . . . . . . . . . .    1,782,119     2,138,641
  Furniture and equipment. . . . . . . . . . . . . . . . . . . .      251,684       169,671
                                                                  ------------  ------------
                                                                    2,033,803     2,308,312

  Less accumulated depreciation. . . . . . . . . . . . . . . . .      (99,195)      (69,751)
                                                                  ------------  ------------

                                                                    1,934,608     2,238,561
                                                                  ------------  ------------

Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .           55       108,705
                                                                  ------------  ------------
                                                                  $ 2,162,558   $ 2,805,075
                                                                  ============  ============

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable (Note 4). . . . . . . . . . . . . . . . . . . . .  $         -   $    25,000
  Current portion of long-term debt (Note 5) . . . . . . . . . .      195,821       220,527
  Payable to Parent. . . . . . . . . . . . . . . . . . . . . . .       67,484        79,851
  Accounts payable - trade . . . . . . . . . . . . . . . . . . .      133,705       185,644
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .       29,777       203,677
  Income taxes payable . . . . . . . . . . . . . . . . . . . . .            -        38,445
                                                                  ------------  ------------
    Total current liabilities. . . . . . . . . . . . . . . . . .      426,787       753,144

Long-term debt, less current portion (Note 5). . . . . . . . . .    1,369,888     1,932,967
                                                                  ------------  ------------

        Total liabilities. . . . . . . . . . . . . . . . . . . .    1,796,675     2,686,111
                                                                  ------------  ------------

Commitments and contingencies (Note 8) . . . . . . . . . . . . .            -             -


Stockholders' equity (Notes 1 and 3):
  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). . . . . . . . . . . . . . . . . .   (3,664,805)   (3,911,724)
                                                                  ------------  ------------
    Total stockholders' equity . . . . . . . . . . . . . . . . .      365,883       118,964
                                                                  ------------  ------------
                                                                  $ 2,162,558   $ 2,805,075
                                                                  ============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998


                                                     1999         1998
                                                  -----------  -----------
<S>                                               <C>          <C>
Revenues:
  Sales of alcoholic beverages . . . . . . . . .  $        -   $  781,566
  Sales of non-alcoholic beverages . . . . . . .     176,405      311,611
  Service revenues . . . . . . . . . . . . . . .   1,380,643    2,275,937
  Other. . . . . . . . . . . . . . . . . . . . .     110,730       25,669
                                                  -----------  -----------

                                                   1,667,778    3,394,783
                                                  -----------  -----------

Operating expenses:
  Cost of goods sold . . . . . . . . . . . . . .      81,386      372,585
  Salaries and wages . . . . . . . . . . . . . .     354,643    1,084,457
  Other general and administrative:
    Taxes and permits. . . . . . . . . . . . . .     182,232      414,323
    Charge card fees . . . . . . . . . . . . . .       9,128       46,905
    Rent . . . . . . . . . . . . . . . . . . . .      99,156      231,168
    Legal and accounting . . . . . . . . . . . .      69,860      141,915
    Advertising. . . . . . . . . . . . . . . . .      59,549      199,627
    Other. . . . . . . . . . . . . . . . . . . .     508,303    1,241,042
                                                  -----------  -----------

                                                   1,364,257    3,732,022
                                                  -----------  -----------

Income (loss) from operations. . . . . . . . . .     303,521     (337,239)
  Interest expense . . . . . . . . . . . . . . .    (190,664)    (156,238)
  Loss (gain) on fire damages. . . . . . . . . .     290,769     (135,377)
  Loss on termination of lease . . . . . . . . .    (219,780)           -
  Other. . . . . . . . . . . . . . . . . . . . .      63,073            -
                                                  -----------  -----------
Loss before income taxes and extraordinary item.     246,919     (628,854)

  Income taxes (benefit) (Note 8). . . . . . . .           -       (8,390)
                                                  -----------  -----------
Net income (loss). . . . . . . . . . . . . . . .  $  246,919   $ (620,464)
                                                  ===========  ===========


Basic net income (loss) per common share . . . .  $     0.06   $    (0.16)
                                                  ===========  ===========

Weighted average shares outstanding. . . . . . .   4,305,012    3,922,711
                                                  ===========  ===========
</TABLE>

          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, 1999 AND 1998


                                           Common Stock      Additional     Retained
                                       -------------------
                                       Number of              Paid-in       Earnings
                                         Shares    Amount     Capital      (Deficit)      Total
                                       ----------  -------  ------------  ------------  ----------
<S>                                    <C>         <C>      <C>           <C>           <C>
Balance, September 30, 1997 . . . . .      2,000   $ 2,000  $   284,256   $   108,704   $ 394,960

Revaluation of equity accounts of the
acquisition of Taurus Entertainment
Companies, Inc. . . . . . . . . . . .  3,674,026     1,676    3,194,094    (3,181,464)     14,306

Deemed dividend on acquisition. . . .          -         -            -      (218,500)   (218,500)

Purchase of treasury stock. . . . . .       (172)        -          (38)            -         (38)

Sale of common stock for cash . . . .    195,500       196      155,304             -     155,500

Issuance of common stock for services    340,500       340      323,260             -     323,600

Conversion of debt to common stock. .     93,158        93       69,507             -      69,600

Net loss. . . . . . . . . . . . . . .          -         -            -      (620,464)   (620,464)
                                       ----------  -------  ------------  ------------  ----------

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
                                       ==========  =======  ============  ============  ==========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998


                                                            1999         1998
                                                         ----------  ------------
<S>                                                      <C>         <C>
Net income (loss) . . . . . . . . . . . . . . . . . . .  $ 246,919   $  (620,464)

Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
  Depreciation and amortization . . . . . . . . . . . .     46,538        66,388
  Common stock issued for services. . . . . . . . . . .          -       323,600
  Loss (gain) on fire damages . . . . . . . . . . . . .   (290,769)      154,634
  Loss on termination of lease. . . . . . . . . . . . .    219,780
  Changes in assets and liabilities:
    Accounts receivable . . . . . . . . . . . . . . . .     (3,911)        2,946
    Prepaid expenses and other assets . . . . . . . . .    103,149      (104,545)
    Accounts payable and accrued liabilities. . . . . .   (139,319)      339,421
    Income taxes payable/receivable . . . . . . . . . .    (38,445)      (14,851)
                                                         ----------  ------------
      Net cash provided by operating activities . . . .    143,942       147,129
                                                         ----------  ------------

Cash flows from investing activities:
  Additions to property and equipment . . . . . . . . .   (280,894)   (1,137,348)
  Insurance proceeds from fire damaged assets . . . . .    496,625       351,729
                                                         ----------  ------------
      Net cash used by investing activities . . . . . .    215,731      (785,619)
                                                         ----------  ------------

Cash flows from financing activities:
  Common stock issued . . . . . . . . . . . . . . . . .          -       155,500
  Increase in notes payable and long-term debt. . . . .          -       839,991
  Payments on long-term debt. . . . . . . . . . . . . .   (326,040)     (262,918)
  Increase in accounts receivable - related party . . .      9,755        63,540
  Increase (decrease) in loan from Parent . . . . . . .   (272,959)       79,851
                                                         ----------  ------------
      Net cash provided (used) by financing activities.   (589,244)      875,964
                                                         ----------  ------------

Net increase (decrease) in cash . . . . . . . . . . . .   (229,571)      237,474

Cash at beginning of year . . . . . . . . . . . . . . .    243,346         5,872
                                                         ----------  ------------

Cash at end of year . . . . . . . . . . . . . . . . . .     13,775       243,346
                                                         ==========  ============


Cash paid during the period for:
  Interest. . . . . . . . . . . . . . . . . . . . . . .    190,664       156,238
                                                         ==========  ============

  Income taxes. . . . . . . . . . . . . . . . . . . . .     30,793         6,461
                                                         ==========  ============
<FN>
Noncash  transactions:
     During  the  year  ended  September 30, 1998, the Company issued $225,000 of
     debt  in  connection with the acquisition (Note 3).  The Company also issued
     93,158 shares of common stock to  convert  $69,600  of  debt.
     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, 1999 AND 1998


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.  See Note 3 for information regarding acquisitions by Taurus in
December  1997  and  the  basis of presentation of the accompanying consolidated
financial  statements.  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 $198,892 and has an
accumulated  deficit  of  $3,664,805  at  September  30,  1999.

The  Company  has  become  profitable  for the year ended September 30, 1999 and
management  believes  it has implemented plans that will ensure that the Company
will  continue  to be profitable in 2000.  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.  (Also  see  Note  3.)

Inventories

Inventories,  consisting  principally of liquor and 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  (Loss)  Per  Common  Share

In  March  1997,  the  Financial  Accounting Standards Board issued 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.  The Company was required to adopt this standard
in  the  fourth  quarter of calendar 1997.  Because the Company has no potential
dilutive  securities outstanding, the accompanying presentation is only of basic
income  (loss)  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.

Reclassifications

Certain  amounts  in  the  1998  financial  statements have been reclassified to
conform  to  the  1999  presentation.

3.     ACQUISITIONS  AND  BASIS  OF  PRESENTATION

On  December 31, 1997, Taurus Entertainment Companies, Inc. ("Taurus"),  entered
into an Asset Purchase Agreement (the "Enigma Agreement") with The Enigma Group,
Inc.  ("Enigma")  which  provided for the acquisition by Taurus 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") which is the existing location of
Broadstreets  Cabaret,  an adult entertainment cabaret ("Broadstreets Cabaret");
(ii) furniture, fixtures, equipment, goods, and other personal property, located
at  the  Enigma Location; (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  general  intangibles.  Pursuant to the terms of the
Enigma  Agreement, as consideration for the Enigma Assets, Taurus paid to Enigma
350,000  shares  of  common  stock  of  Taurus.

The  lessee  of  the  Enigma Location is Atcomm Services, Inc. ("Atcomm"), which
operates  Broadstreets  Cabaret.  Taurus,  through  its wholly owned subsidiary,
Broadstreets  Cabaret,  Inc.  ("Broadstreets"),  entered  into an Asset Purchase
Agreement  with  Atcomm  which  provided  for  the  acquisition  by  Taurus  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


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

3.     ACQUISITIONS  AND  BASIS  OF  PRESENTATION  (CONTINUED)

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.  The Company
intends  to continue to operate the adult nightclub at this location (see Note 6
regarding a fire at this location).  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.   Atcomm  was  owned by the son of a director of
Taurus.

On December 31, 1997, Taurus entered into an Exchange Agreement with the members
of  Citation  Land,  L.L.C.  (the  "Citation  Agreement") which provided for the
acquisition by Taurus of all of the outstanding membership interests in Citation
Land,  L.L.C. ("Citation").  Citation owns certain real estate in Houston, Texas
at  which  another company, XTC Cabaret, Inc. ("XTC") formerly operated an adult
entertainment  business  (the  "XTC  Location").  As discussed below, Taurus has
acquired all of the stock of XTC.  Citation also owns approximately 350 acres of
ranch  land  in  Brazoria  County,  Texas,  50 acres of raw land in Wise County,
Texas,  and  owns real estate in Austin, Texas at which Taurus operates an adult
entertainment  businesses  and  San  Antonio, Texas, at which location it leases
real estate to Rick's, which operates an adult entertainment business.  Pursuant
to the terms of the Citation Agreement, Taurus paid to the Citation Stockholders
an  aggregate  of  2,500,000  shares  of  common  stock  of  Taurus.

On  December  31,  1997, Taurus entered into a Stock Exchange Agreement with the
stockholders  of  XTC Cabaret, Inc. (the "XTC Agreement") which provided for the
acquisition  by  Taurus  of  all  of  the outstanding stock of XTC Cabaret, Inc.
("XTC").  XTC now operates one adult entertainment business in Austin.  Citation
has an option to purchase the real estate in Austin.  Taurus intends to continue
operating  XTC as an adult entertainment business.  Pursuant to the terms of the
XTC  Agreement,  Taurus paid the XTC Stockholders an aggregate of 525,000 shares
of  common  stock  of  Taurus.

Each  of  the  aforementioned  acquired  businesses had common ownership and are
referred  to  below  as  "the  combined  entities".  The  acquisitions have been
accounted  for as a "reverse acquisition" whereby the combined entities acquired
Taurus  in  a  transaction  accounted for as a purchase.  The purchase price has
been  determined  based on the fair value of Taurus' net assets (liabilities) at
the  date  of acquisition.  Because Taurus' balance sheet at that date consisted
of  cash  and accounts payable, the purchase price was determined essentially to
be  the  net  book  value  of  Taurus  and  no  goodwill  was  recognized in the
transaction.  The  note  consideration  of  $225,000  paid  for  the  acquired
businesses  was  accounted  for  as  a  deemed  dividend.


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

3.     ACQUISITIONS  AND  BASIS  OF  PRESENTATION  (CONTINUED)

Since  the  acquisition  has  been  accounted  for as a reverse acquisition, the
combined  entities  have  been  deemed  the  reporting entity.  The consolidated
financial  statements  and  financial  information  as of and for the year ended
September  30,  1998  represent  the  combined financial position and results of
operations  of  the combined entities for the entire period and Taurus since the
date  of  acquisition.  Herein,  the  "Company"  refers to the combined entities
before  the  acquisitions  and  to  the  entire  consolidated  group  after  the
acquisitions.  No  pro  forma information, as if the combination had occurred as
of the beginning of the earliest year presented, is provided since Taurus had no
continuing  operations.

4.     NOTE  PAYABLE

At  September  30,  1998,  the  Company  has a $25,000 non-interest bearing note
payable  to  a  corporation  which is in default.  The note agreement is for the
purchase  of  the  common  stock  of Lucky's of Bourbon Street, Inc. d/b/a Lucky
Pierre's  Cabaret,  a Louisiana corporation that operates an adult entertainment
club  in  New  Orleans.  As  of September 30, 1998, the Company has not paid the
note  or issued the common stock due to a dispute regarding certain post-closing
costs  paid  by Taurus on behalf of the Seller.  The note was written off during
the  year  ended  September  30,  1999 in connection with the termination of the
lease  on  the  property.

5.     LONG-TERM  DEBT

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

<TABLE>
<CAPTION>
                                                           1999     1998
                                                          -------  -------
<S>                                                       <C>      <C>
 Note payable to partnership maturing March 2026,
 due in monthly installments of $576 including principal
 and interest at 12%; secured by real estate.. . . . . .  $55,169  $55,443

 Note payable to partnership maturing July 2007,
 due in monthly installments of $653 including principal
 and interest at 12%; secured by real estate.. . . . . .   62,557   62,868

 Note payable to partnership maturing July 2007,
 due in monthly installments of $309 including principal
 and interest at 12%; secured by real estate.. . . . . .   29,713   29,842
</TABLE>


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

5.     LONG-TERM  DEBT  (CONTINUED)

<TABLE>
<CAPTION>
                                                               1999         1998
                                                            -----------  -----------
<S>                                                         <C>          <C>
 Note payable to corporation maturing December 2000,
 due in monthly principal installments of $2,000 plus
 interest at 9%; secured by real estate. . . . . . . . . .  $        -   $  147,854

 Note payable to individual maturing July 2004,
 due in monthly installments of $2,868 including principal
 and interest at 12%; secured by real estate.  Transferred
 to Rick's during 1999.. . . . . . . . . . . . . . . . . .           -      286,745

 Note payable to individual maturing March 2006,
 due in monthly installments of $2,573, plus interest at
 9.25%; secured by real estate.. . . . . . . . . . . . . .     304,201      310,455

 Note payable to corporation maturing April 2002,
 due in monthly installments of $13,758 including
 principal and interest at 10%; secured by real estate.. .     411,478      528,970

 Note payable to corporation maturing June 2001,
 due in monthly installments of $667, plus interest at
 8.3%; secured by certain equipment.  Paid in 1999.. . . .           -       19,624

 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      556,566

 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 . . . . . . . . .     155,127      155,127
                                                            -----------  -----------
                                                             1,565,709    2,153,494
 Less current maturities . . . . . . . . . . . . . . . . .    (195,821)    (220,527)
                                                            -----------  -----------
                                                            $1,369,888   $1,932,967
                                                            ===========  ===========
</TABLE>


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

5.     LONG-TERM  DEBT  (CONTINUED)

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

2000. . . .  $  195,821
2001. . . .     164,107
2002. . . .     161,183
2003. . . .     450,647
2004. . . .       4,867
 Thereafter     589,084
             ----------
             $1,565,709
             ==========

6.     FIRE  DAMAGE

On  May  5,  1998,  a  fire  damaged  the  adult entertainment facility known as
Broadstreets  Cabaret located in Houston, Texas. The Company incurred a material
decline  in  revenues  subsequent to the closure of Broadstreets.  The insurance
settlement  resulted  in  a  loss  of  $135,577  in  1998.

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.

7.     INCOME  TAXES

Income  tax  expense  (benefit)  consisted  of  current taxes for 1999 and 1998.

Following  is a reconciliation of income taxes (benefit) at the U.S. Federal tax
rate  to  the  amounts recorded by the Company for the years ended September 30:

<TABLE>
<CAPTION>
                                                     1999        1998
                                                   ---------  ----------
<S>                                                <C>        <C>
Taxes (credit) on income (loss) before income
    taxes at the statutory rate . . . . . . . . .  $ 84,000   $(168,000)
Net operating loss carryover. . . . . . . . . . .   (84,000)          -
Separate return limitation - unavailable
    loss carrybacks and nonconsolidated companies         -     159,610
                                                   ---------  ----------
                                                   $      -   $  (8,390)
                                                   =========  ==========
</TABLE>


                                      F-13
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.     INCOME  TAXES  (CONTINUED)

The  components  of  the  net  deferred  tax  asset/liability  are as follows at
September  30:

<TABLE>
<CAPTION>
                                           1999        1998
                                        ----------  ----------
<S>                                     <C>         <C>
Operating loss carryforwards . . . . .  $(150,000)  $(226,000)
Deductible preopening costs. . . . . .     16,000      16,000
Deferred tax asset valuation allowance    134,000     210,000
                                        $       -   $       -
                                        ==========  ==========
</TABLE>

For tax purposes, the Company has a net operating loss carryforward amounting to
approximately  $440,000  which  will expire, if not utilized, beginning in 2012.

8.     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:

2000. . . .  $ 13,536
2001. . . .    13,536
2002. . . .    14,382
2003. . . .    15,228

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  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.


                                      F-14
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Litigation

In  November,  1998, LMTD, Inc. initiated litigation against a subsidiary of 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 suit seeks specific
performance  and  damages  against  Texas  Warehouse  Company,  Inc. regarding a
Purchase Option Agreement.  Plaintiff also alleges a tortious interference claim
against  Citation  in  the amount of $540,000.   Counsel for Citation intends to
file  a  counterclaim  and  or  cross action at the time that its answer is due.
Counsel  for  Citation  believes  that the exposure to Citation is minimal.  The
Company  intends  to  vigorously  defend  itself  in this matter and to deny all
allegations.

On  October  15,  1998,  All  City  Beverage  and  Entertainment, Inc. initiated
litigation  against  one of the Company's subsidiaries in a case styled All City
Beverage  and  Entertainment,  Inc.  v.  Taurus  Entertainment  Companies,
Inc.("Taurus"),  Cause  No.  98-  49119, in the 61st  Judicial District Court of
Harris  County,  Texas.  The  suit  seeks  damages  in the amount of $25,000 and
175,000  shares  of  common stock of Taurus in connection with an Asset Purchase
Agreement  between All City Beverage and Entertainment, Inc. and Taurus.  Taurus
has  filed  a  counter-claim  asserting  that there were undisclosed obligations
which Taurus was required to pay.  The counter-claim sought damages in an amount
in  excess  of  $25,000.  This  matter  was  dismissed  for want of prosecution.

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-15
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     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-16
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.     ACCOUNTING  DEVELOPMENTS

SFAS  130

Statement of Financial Accounting Standards (SFAS) 130, "Reporting Comprehensive
Income,"  establishes  standards  for  reporting  and  display  of comprehensive
income,  its  components  and  accumulated  balances.  Comprehensive  income  is
defined to include all changes in equity except those resulting from investments
by  owners  and  distributions  to  owners.  Among  other  disclosures, SFAS 130
requires  that  all  items  that  are  required  to be recognized under  current
accounting  standards  as  components  of  comprehensive income be reported in a
financial  statement  that  is  displayed  with  the  same  prominence  as other
financial  statements.  Results  of  operations  and  financial  position  are
unaffected  by  implementation  of  this  new  standard.

SFAS  131

SFAS  131,  "Disclosure  about  Segments of a Business  Enterprise", establishes
standards for the way that public enterprises report information about operating
segments  in  annual  financial  statements  and  requires reporting of selected
information  about  operating segments in interim financial statements issued to
the  public.  It  also  establishes standards for disclosures regarding products
and services, geographic areas and major  customers.  SFAS 131 defines operating
segments  as  components  of  an  enterprise  about  which  separate  financial
information  is  available  that  is  evaluated regularly by the chief operating
decision  maker  in  deciding  how  to  allocate  resources  and  in  assessing
performance.  This  accounting  pronouncement  will  not  have  an effect on the
Company's  financial  statements, since the Company only operates in one segment
of  business,  the  operation  of  adult  night  clubs.

SFAS  132

Statement  of  Financial Accounting Standards (SFAS) 132, "Employers' Disclosure
about  Pensions  and  Other  Postretirement  Benefits,"  revises  standards  for
disclosures  regarding  pensions  and  other  postretirement  benefits.  It also
requires  additional  information on changes in the benefit obligations and fair
values  of  plan assets that will facilitate financial analysis.  This statement
does  not  change  the  measurement  or  recognition  of  the  pension and other
postretirement plans.  The financial statements are unaffected by implementation
of  this  new  standard.


                                      F-17
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.     ACCOUNTING  DEVELOPMENTS  (CONTINUED)

SFAS  133

Statement  of  Financial  Accounting  Standards  (SFAS)  133,  "Accounting  for
Derivative  Instruments  and  Hedging  Activities,"  establishes  accounting and
reporting  standards  for  derivative  instruments, including certain derivative
instruments  embedded  in  other  contracts,  (collectively  referred  to  as
derivatives)  and  for hedging activities.  It requires that an entity recognize
all  derivatives  as  either assets or liabilities in the statement of financial
position and measure those instruments at fair value.  If certain conditions are
met,  a derivative may be specifically designated as (a) a hedge of the exposure
to  changes  in  the  fair  value  of  a  recognized  asset  or  liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of  a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a  net  investment  in  a foreign operation, an unrecognized firm commitment, an
available-for  sale  security,  or  a  foreign-currency-denominated  forecasted
transaction.  Because  the  Company  has  no  derivatives,  this  accounting
pronouncement  has  no  effect  on  the  Company's  financial  statements.

10.     RELATED  PARTY  TRANSACTIONS

See  Note 3 for various related transactions with related parties which comprise
the  "reverse  acquisitions."

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
$132,000  in  management  fees expenses during the year ended September 30, 1999
(included  in  other  general  and  administrative  expenses).


                                      F-18
<PAGE>