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,  1998

               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.)

                                16770 Hedgecroft
                              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     Name  of  Each Exchange on which Registered

          N/A               N/A

Securities  registered  pursuant  to  12(g)  of  the  Exchange  Act:

          Title  of  Each  Class

          Common  Stock,  $.001  par  value

Indicate by check mark whether the registrant (i) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or  for  such  shorter  period  that  the  registrant was required to file such
reports),  and (ii) has been subject to such filing requirements for the past 90
days.  Yes  [X]  No  [  ]

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

Issuer's  revenues for the year ended September 30, 1998 were $3,394,780.  There
has  been  no  reported  bid  price  on  the  OTBCC  during the last sixty days,
therefore,  the aggregate market value of common stock held by non-affiliates of
the  registrant  at  November  9,  1998  cannot  be calculated.  See, Market for
Registrant's  Common  Equity  and  Other Stockholder Matters.  As of January 11,
1999.  there  were  4,305,012  shares  of  Common  Stock  outstanding.

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>         <C>                                                              <C>
PART I

  Item 1.   Business                                                          1

  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                18

  Item 10.  Executive Compensation                                           19

  Item 11.  Security Ownership of Certain Beneficial Owners and
            Management                                                       21

  Item 12.  Certain Relationships and Related Transactions                   22

  Item 13.  Exhibits and Reports on Form 8-K                                 24
</TABLE>

<PAGE>
                                     PART I

ITEM  1.     BUSINESS

     Taurus  Entertainment  Companies,  Inc.  (the  "Company"),  formerly Taurus
Petroleum,  Inc.,  changed  its name in November 1997, to reflect its entry into
the  adult  entertainment business.  Presently, the Company owns and operates an
adult  cabaret in Austin, owns one other cabaret facility in north Houston which
suffered  damage  in a fire in May, 1998 and which has been renovated, leased to
Rick's  Cabaret  International, Inc. ("Rick's) and re-opened as an adult cabaret
in  December,  1998.  Additionally  the Company owns an adult cabaret located in
South  Houston  which  suffered  damage in a fire in December, 1998 and which is
presently closed as a result of that damage. The company also leases premises on
Bourbon  Street,  in  New  Orleans,  Louisiana  which  are  presently  closed.

     The  Company  was  formed  as  a  Colorado  corporation  in  1977,  and was
previously  an  independent  oil and gas exploration, development and production
company.   In  November, 1984 Taurus Oil Corporation and The Methane Gas Company
were  merged  into  the Company under Chapter 11 of the Bankruptcy Reform Act of
1978,  as  amended.  The  Company  owned  interests in 67 productive oil and gas
wells  located in Texas, Louisiana, Wyoming, Oklahoma, and Montana, and operated
39  of  the  wells, until July 1, 1996, when the Company divested all of its oil
and  gas  assets.

Entry  into  Adult  Entertainment  Industry

     During  1997  and 1998, the Company successfully effectuated its entry into
the  adult  entertainment business.  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.  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.

     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,
approximately  50  acres  of raw land in Wise County, Texas, and, at the time of
this transaction, owned options to purchase real estate in Austin, Texas and San
Antonio,  Texas,  at  which  the  Company  had  contemplated  operating  adult
entertainment  businesses.  Mr.  Langan 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, Chairman of the Board 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.

     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 which the
Company  estimated,  based  upon current operations and future revenues from its
three  existing  adult  nightclubs to be approximately $525,000.  Eric Langan, a
Director  of  the  Company and Mitchell White, a former director of the Company,
were  the  sole  stockholders  of  XTC  on  voting  on  this  transaction.

     In February, 1998, the Company entered into a Stock Purchase Agreement with
the  sole stockholder of Lucky's of Bourbon Street, Inc.  ("Lucky's") to acquire
all  of  the  outstanding  common stock of Lucky's.  Lucky's is the lessee for a
cabaret  location  at 735 Bourbon Street in New Orleans, Louisiana (the "Bourbon
Street  Location").  The Company opened the Bourbon Street Location for business
in  April,  1998,  and  subsequently  closed this location.  The Company has the
necessary  permits  to  serve  alcoholic  beverages  and  provide  topless adult
entertainment.  The  Company's  lease  for  the Bourbon Street Location provides
that  the  Company  has  an  option to acquire the Bourbon Street Location under
certain  conditions.  The  company  is  presently evaluating its options as they
relate  to  the  future  development  of  this  property.

     In  May,  1998,  a  fire  damaged Broadstreets Cabaret, which is located in
north  Houston,  Texas  and  this facility was closed for remodeling and repair.
The Company was fully insured for the property damage.  However, the Company did
not  maintain  business interruption insurance.  Thus, the Company experienced a
reduction in company-wide revenues due to the loss of revenue from Broadstreets.
This  resulted  in  a  material  decline  in  revenues  during  the  closure  of
Broadstreets.  In  August,  1998,  the  Company  leased the Broadstreets Cabaret
facility to Rick's Cabaret International, Inc and the facility was renovated and
opened  as  an  adult  cabaret  in  December,  1998.

     In  August,  1998, Rick's Cabaret International, Inc.  ( "Rick's") acquired
approximately  93%  of  the  common stock (the "Shares") of the Company.  Rick's
acquired  the  Shares  in  a  private  transaction (the "Exchange") with certain
principal  shareholders  (the  "Shareholders")  of  Taurus.  Rick's now controls
Taurus.

     Rick's  is  a  publicly  owned  company in the adult entertainment business
trading  on  NASDAQ  under  the  symbol  RICK, for Rick's common stock.   Rick's
operates  adult  entertainment  busiG23
nesses in Houston, Texas, New Orleans, Louisiana and Minneapolis, Minnesota, and
a  dance club in Houston.  Robert L.  Watters, Chairman and President of Rick's,
was  appointed  as  a  new  Director  of  Taurus.

Business  Strategy

     The  Company presently plans to operate its existing cabaret in Austin, and
to  receive  rental  revenue  for the Broadstreets Cabaret facility from Rick's.
The  Company  intends to evaluate its options for development of the New Orleans
property,  including  pursuing  possible  joint  venturers  or  sub-leasing  the
property  and  to  evaluate  the  redevelopment of its property in south Houston
which was damaged in a fire in December, 1998.  The Company intends to place its
Wise  County,  Texas  land  for sale.  The Company intends to place its Brazoria
County,  Texas  ranch  for  sale  .  See,  Properties.

Compliance  Policies

     The  Company  has  a  policy of ensuring that its business is carried on in
conformity  with  local,  state  and federal laws.  In particular, the Company's
management  has  a "no tolerance" policy as to illegal drug use in or around the
premises.  Posters  placed  throughout the nightclub 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.  Management continually
monitors  the  behavior of entertainers, waitresses and customers to ensure that
proper  standards  of  behavior  are observed.  The Company's management has the
power to levy fines on entertainers for breaches of the Company's rules.  In the
event  an  entertainer  is  fined  three times by management, the entertainer is
barred  from  future  performances.

     Management  also  reviews  all  credit  card  charges  made  by  customers.
Specifically,  management  has  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.

Controls

     Operational  and  accounting  controls  are  essential  to  the  successful
operation  of  a  cash  intensive  nightclub  and bar business.  The Company has
implemented internal procedures and controls designed to ensure the integrity of
its  operational  and  accounting  records.  The  Company  separates  management
personnel  from all cash handling to ensure that management is isolated from and
does  not  handle  any  cash.  The  Company uses a combination of accounting and
physical inventory control mechanisms to ensure a high level of integrity in its
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, management reviews 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.

Competition

     The  adult  entertainment  business  is  highly competitive with respect to
price,  service  and  location,  as  well  as  the  professionalism  of  its
entertainment.  For example, the Company in Austin, Texas competes with a number
of  locally-owned  adult  cabarets,  some  of  whose names may enjoy recognition
greater  than  the  Company.  Although  the  Company  believes  that  it  is
well-positioned  to compete successfully, there can be no assurance that it will
remain  competitive.

Governmental  Regulations

     The  Company  is subject to various federal, state and local laws affecting
its  business  activities.  The  Company  takes  all  steps  necessary to ensure
compliance  with  all  licensing  and  regulatory  requirements  for the sale of
beverages  as  well  as  the  sale  of  food.

     In Houston, and in many other cities, location of a topless or nude cabaret
is  subject to restriction by city ordinance.  The Company in Houston 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.

     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 distances that
Sexually  Oriented  Businesses  may be located to 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 its
locations  in  north  and  south  Houston failed to meet the requirements of the
Ordinance  and  accordingly  the  renewal  of the Company's Business Licenses at
those  locations  were  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.

     The  Company filed a written request with the City of Houston requesting an
extension  of  time  during  which  the Company could continue operations at its
locations Broadstreets Cabaret in North Houston and XTC Cabaret in South Houston
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  (the  "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 and was denied an extension of time for its
location  in south 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.

     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  the  business  by the Company.  The Company, in
concert  with  other sexually oriented businesses, is appealing these aspects of
the  Houston,  Texas  Ordinance.

     The  City  of  Houston has appealed the court's rulings.  In the event that
the  City  of  Houston  is  successful in an appeal, the Company's south Houston
location  could  be  out  of  compliance.  Such an outcome could have an adverse
impact  on  the  Company's  future.

     On  April  1, 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 Company's location 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  impact  the  enforcement of the Ordinance may have on the
Company's  Houston  locations.

     In  Austin,  the  Company  is  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,  the  Company  had approximately 15 full-time
employees,  of  which  8  are  in  management positions, including corporate and
administrative  operations, and approximately 7 are engaged in customer service,
including  bartenders  and  waitresses.  None  of  the  Company's  employees are
represented  by  a  union and the Company considers its employee relations to be
good.

     Additionally,  the  Company  has  independent contractor relationships with
over  80  entertainers,  who  are  self-employed  and work with the Company on a
non-exclusive  basis  as  independent  contractors.

Transfer  Agent  and  Registrar

     The transfer agent and registrar for the Company's Common Stock is American
Securities  Transfer  &  Trust,  Inc.,  1825 Lawrence Street, Suite 444, Denver,
Colorado  80202-1817.

ITEM  2.     PROPERTIES

     The  Company's principal executive offices are located in leased facilities
in  Houston,  Texas, consisting of a total of approximately 700 square feet at a
rental  rate  of $1000.00 per month .  The Company believes that its offices are
adequate  for  its  present  needs  and that suitable space will be available to
accommodate  its  future  needs.

     The  Company leases a 11,000 square foot facility in New Orleans, Louisiana
at  a rental rate of $10,000 per month.  Pursuant to this lease, the Company has
an  option  to  purchase  the  facility.  This  lease  expires  in  2001.

     The  Company  owns its location at 410 Sam Houston Parkway East in Houston.
This facility has undergone renovation after a fire in May, 1998.  This facility
is  leased to Rick's Cabaret International, Inc. and re-opened in late December,
1998. The Company receives $15,000 per month in lease income from this facility.
The lease  expires  in July, 2018.  The club will occupy 10,000 square feet in a
one story building. A mortgage on the property was executed in December, 1996 by
another party with an original principal amount of $660,000, bearing interest of
10%  per  annum,  with  monthly principal and interest payments of $10,790 and a
balloon  payment  due  in  January,  2005.

     The  Company owns its XTC Cabaret location in Houston, which was damaged in
a fire in December, 1998. The Company believes that it was fully insured against
the loss arising from the fire. The company's insurance policy included coverage
for  loss  arising  from business interruption.   The club occupies 8,000 square
feet  in  a  one  story  building, which sits on approximately one acre of land.

     The  Company  owns its XTC Cabaret in Austin. The club occupies 7000 square
feet  in  a one story building, which sits on 1.2 acres of land. The mortgage on
the  property  was  executed  in  July, 1998 in the original principal amount of
$557,000,  bearing  interest  of  10%  per  annum,  amortized over 20 years with
monthly  principal and interest payments of $5,380, and a balloon payment due in
July  2003.

     The  Company owns approximately 350 acres of ranch land in Brazoria County,
Texas.

     The  Company  owns approximately 50 acres of raw land in Wise County, Texas

ITEM  3.     LEGAL  PROCEEDINGS

     The  Company  is  a  party  to  litigation  in  All  City  Beverage  and
Entertainment,  Inc.  v.  Taurus  Entertainment, Inc., No. 98-49119, in the 61st
Judicial  District  Court  of  Harris  County, Texas.   The plaintiff is seeking
damages in connection with an asset purchase agreement between the parties.  The
Company  has  filed a counterclaim that is greater than the amount sought by the
plaintiff.  The  Company  intends to pursue a vigorous defense and to vigorously
pursue  its  counterclaim.


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 distances that
Sexually  Oriented  Businesses  may be located to 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 its
locations  in  north  and  south  Houston failed to meet the requirements of the
Ordinance  and  accordingly  the  renewal  of the Company's Business Licenses at
those  locations  were  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.

     The  Company filed a written request with the City of Houston requesting an
extension  of  time  during  which  the Company could continue operations at its
locations Broadstreets Cabaret in North Houston and XTC Cabaret in South Houston
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  (the  "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 and was denied an extension of time for its
location  in south 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.

     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  the  business  by the Company.  The Company, in
concert  with  other sexually oriented businesses, is appealing these aspects of
the  Houston,  Texas  Ordinance.

     The  City  of  Houston has appealed the court's rulings.  In the event that
the  City  of  Houston  is  successful  in  an  appeal,  the  Company's  south
Houston  location  could  be  out  of compliance.  Such an outcome could have an
adverse  impact  on  the  Company's  future.

     On  April  1, 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 Company's location 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  impact  the  enforcement of the Ordinance may have on the
Company's  Houston  locations.

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

     During  the  fourth  quarter  of 1998, 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

     The  Company's  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 for the Common Stock of the Company taking into account and
restated  for  all  stock  splits.  The  bid  prices  are  believed  to  reflect
inter-dealer quotations, do not include retail markups, markdowns or commissions
and  do  not  necessarily  reflect  actual  transactions.  Periods for which the
Company  believes  no  bids  were  being  made  are indicted by an asterisk (*).

<TABLE>
<CAPTION>
             COMMON STOCK PRICE RANGE
                   HIGH    LOW
<S>               <C>     <C>
                    1997
  First Quarter   $ .001  $ .001
  Second Quarter  $ .001  $ .001
  Third Quarter   $ .001  $ .001
  Fourth Quarter  $ .001  $ .001

                    1998
  First Quarter   $ .001  $ .001
  Second Quarter  $ .001  $ .001
  Third Quarter   $  .75  $  .75
  Fourth Quarter     (*)     (*)
<FN>
____________________
(*)     During  the last quarter of fiscal 1998, the Company believes there were
no  bids or trades for its Common Stock on the OTCBB, which the Company believes
is a result of the acquisition of 93% of the Company's common stock by Rick's in
August,  1998.  On November 9, 1998, there were approximately 1,405 stockholders
of  record  of  the  Common  Stock.
</TABLE>

Transfer  Agent  and  Registrar

     The transfer agent and registrar for the Company's Common Stock is American
Securities  Transfer  &  Trust,  Inc.,  1825 Lawrence Street, Suite 444, Denver,
Colorado  80202-1817.

Dividend  Policy

     The  Company has not paid, and the Company does not currently intend to pay
cash  dividends  on  its  Common  Stock  in the foreseeable future.  The current
policy of the Company's Board of Directors is to retain all earnings, if any, to
provide  funds  for  operation  and  expansion  of  the Company's business.  The
declaration of dividends, if any, will be subject to the discretion of the Board
of  Directors,  which  may  consider  such  factors  as the Company's results of
operations,  financial  condition, capital needs and acquisition strategy, among
others.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

     The  following  discussion should be read in conjunction with the financial
statements  and  notes thereto for the fiscal years ended September 30, 1998 and
1997.

Forward  Looking  Statement  and  Information

     This  Management  Discussion  and Analysis contains various forward looking
statements  which  represent  the  Company's  expectations or beliefs concerning
future  events  and  involve  a  number  of  risks and uncertainties.  Important
factors  that  could  cause  actual  results  to  differ  materially  from those
indicated  include  risks  and  uncertainties  relating  to  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
compatibility of operations  of  Taurus  Entertainment  Companies, Inc. with the
operations  and  management  of  Rick's  Cabaret  International,  Inc.,  and the
availability  of  acceptable financing to fund corporate expansion efforts.  The
Company  has  no obligation to update or revise these forward looking statements
to  reflect  the  occurrence  of  future  events  or  circumstances.

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,  1998  Compared  to  Year  Ended September 30, 1997.

     For  the  1998  fiscal year, the Company 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  the  Company's  acquisitions  and  entry  into  the  adult
entertainment  business.

     The overall decline in profitability is due is attributable to the chilling
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 the company's location at 410 Sam
Houston Parkway East, Houston, Texas. The company intends to remedy this decline
in  profitability  by  seeking  a  profitable  use for the New Orleans property,
selling  non-income  producing  properties and by receiving a rental stream from
the  lease  of its location at 410 Sam Houston Parkway East in Houston, Texas to
Rick's.

     Salaries  and  wages  increased $434,408 or 60% from fiscal 1997 due to the
addition  of  personnel  in  all  areas of the company due to the acquisition of
Taurus  Entertainment  Companies,  Inc.  and  in  preparation for the opening of
other  locations.

     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  Broadstreets Cabaret 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 the majority of the company's issued stock by Rick's Cabaret
International,  IncAdvertising and promotion increased by $93,038 because of the
opening  of  the  New  Orleans  location  and  the company's location at 410 Sam
Houston  Parkway  East.  The  company's current media expenditures have declined
reflecting  the  decrease  in need for advertising due to the closure of the New
Orleans  location  and the Broadstreets locationOther costs  increased  $765,623
during  fiscal  1998  as  a  result of the costs associated with opening the New
Orleans  location and the operation of Broadstreets Cabaret until its closure in
May  1998  due  to  a  fire.

     This Company experienced a net loss of $620,464 for fiscal 1998 compared to
a  net loss of $90,048 for fiscal 1997.  Management has taken steps as discussed
in  greater  detail  below to ensure the Company will become profitable in 1999,
principally  as  a  result  of increased revenues and decreased interest expense
resulting  from the sale of non-income producing properties.  See, Liquidity and
Capital  Resources.

     Interest  expense  was  ($156,238)  during  fiscal  1998.

Fiscal  Year  Ended  September  30,  1997  Compared  to  1996

     As  explained  in  Note  2  to  the  consolidated financial statements, the
acquisitions  of  the  entities  described  above  have  been accounted for as a
"reverse  acquisition."  Therefore,  the  combined entities have been deemed the
reporting  entity.  Consequently,  the  historical combined financial statements
and  financial  information  as of and for the year ended September 30, 1997 are
for  the combined entities.  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.  Since the
Company's  adult  entertainment  businesses  were not begun until the year ended
September  30,  1997,  the  Company had no continuing operations during the year
ended  September  30, 1996.  Therefore, no comparison of operations of the years
is  practicable.

Subsequent  Event

The  Company  owns  its  XTC Cabaret location in Houston, which was damaged in a
fire  in  December, 1998. The Company believes that it was fully insured against
the loss arising from the fire. The company's insurance policy included coverage
for  loss  arising  from business interruption. The Company does not expect that
any  material  loss  will  arise  as  a  result  of  the  fire.

Liquidity  and  Capital  Resources

     At  September 30, 1998 the Company had working capital of $73,734, compared
to  working  capital  of  $318,591  at  the end of fiscal 1997.  The decrease in
working  capital  is  primarily due to the closure of the topless cabaret in New
Orleans  and  the  closure  of the company's location at 410 Sam Houston Parkway
East  due  to  a  fire  in  May,  1998.

     In  the  opinion  of management, working capital is not a true indicator of
the  status of the Company due to the short cycle to liquidity, which results in
the  realization of cash within no more than five (5) days after the culmination
of  a  transaction.

     Net  cash  provided  by  operating  activities in fiscal 1998 was $ 147,129
compared to net cash provided by operating activities of $80,922 in fiscal 1997.
The  increase  in cash provided by operating activities was due primarily to the
net  loss of $620,464 being balanced by depreciation of $66,388,  an increase in
accounts  payable and accrued liabilities of $339,421, common stock being issued
for  services  in  the  amount  of  $323,600  and a loss on fire and disposal of
damaged  assets  of  $154,634  .  Net  cash  used  in  investing  activities was
$(785,619)  in  1998  and  was due to additions to property and equipment to the
value  of  $(1,137,348)  being  offset  by Insurance proceeds received from fire
damaged  assets  to  the  value  of  $351,729.

     Cash provided by financing activities was $875,964 in 1998 due primarily to
increase  in  notes payable and long-term debt $839,991, Common Stock issued was
$155,500  and  was balanced in part  by payments on long term debt in the amount
of  $(262,918).

     Management  believes  it  has  implemented  plans that will ensure that the
Company  will  become  profitable  in  fiscal  1999.  Management intends to sell
non-income  producing  assets, and to ensure a productive use of the New Orleans
property.   Emphasis  will  continue  to be placed on reduction of Cost of Goods
Sold  by  setting  and  monitoring  management  goals  at  each  location.

     Although  the  Company  has  not established lines of credit other than the
existing debt, there can be no assurance that the Company will be able to obtain
additional  financing on reasonable terms, if at all.  The Company has, however,
developed  numerous  contacts  with  professionals who have expertise in raising
capital through private placement of securities and the Company will look to the
public  marketplace  to  find  the  resources  necessary to continue its planned
expansion.

     The adult club entertainment business is highly competitive with respect to
price,  service  and  location,  as  well  as  the  professionalism  of  the
entertainment.  The  Company  competes  with  a  number  of  locally-owned adult
cabarets.  The Company believes it is well-positioned to compete successfully in
the  future.

Seasonality

     The  Company is significantly affected by seasonal factors.  Typically, the
Company  experiences  reduced  revenues from May through September.  The Company
has  historically  experienced  its  strongest  operating results during October
through  April.

Change  of  Control

     In  August,  1998, Rick's Cabaret International, Inc.  ( "Rick's") acquired
approximately  93% of the common stock (the "Shares") of the Company.  Rick's is
a  publicly  owned company in the adult entertainment business trading on NASDAQ
under  the  symbol  RICK.  Rick's  operates  adult  entertainment  businesses in
Houston,  Texas,  New Orleans, Louisiana and Minneapolis, Minnesota, and a dance
club in Houston.  Rick's also owns land in San Antonio, Texas and plans to build
an  adult  cabaret there.  The Company believes that its recent affiliation with
Rick's  will  be  synergistic.

Year  2000

     The  Company  currently  believes  that  it  does  not have any significant
exposure  to  uncertainties  nor material anticipated costs related to Year 2000
issues  including  Company,  vendor and customer issues.  The Company's believes
that  its  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
in  the  "Index  to  Financial  Statements"  on  page  F-1.


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

     The Company has had two changes in independent auditors during the past two
years.

     Ernst  &  Young L.L.P.  ("Ernst & Young"), Certified Public Accountants, of
San Antonio, Texas, audited the financial statements of the Company for the year
ended  December  31, 1995.  Ernst and Young was dismissed as of January 6, 1997.



     Simonton, Kutac & Barnidge, L.L.P.  ("SB&K"), Certified Public Accountants,
of Houston, Texas was engaged as the Company's accountant on June 3, 1997.  SB&K
was  subsequently  dismissed  when  the  Company  had a change in control.   See
below.

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

     The report of Ernst & Young for 1995 did not contain any adverse opinion or
disclaimer  of  opinion,  excepting a "going concern" qualification, and was not
qualified  or  modified as to uncertainty, audit scope or accounting principles.

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

     Also,  during the Company's 1995 fiscal year, and since then, Ernst & Young
has  not  advised the Company that any of the following exist or are applicable:

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

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

     Further,  during 1995 and since then, the Company has not consulted Ernst &
Young  regarding  the  application  of  accounting  principles  to  a  specified
transaction,  either  completed  or  proposed; or the type of audit opinion that
might  be  rendered on the Company's financial statements or any other financial
presentation  whatsoever.

     The  Company  has  provided  Ernst  &  Young  with a copy of the disclosure
provided  under  this caption, and Ernst & Young has provided the Company with a
letter  addressed  to  the  Securities and Exchange Commission agreeing with the
disclosures  made  herein.

     Simonton, Kutac & Barnidge, L.L.P.  ("SK&B") served as Taurus Entertainment
Companies,  Inc.'s  (the "Company"") independent auditor until October 13, 1998,
when  SK&B  was  dismissed.  Also  on  October  13,  1998, the firm of Jackson &
Rhodes, P.C.  was appointed as the Company's independent auditors for the fiscal
year  ended  June  30,  1998.

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

     The  report  of  SK&B  for  1997  did  not  contain  any adverse opinion or
disclaimer  of  opinion,  excepting a "going concern" qualification, and was not
qualified  or  modified as to uncertainty, audit scope or accounting principles.

     The  decision to change principal accountants was submitted for approval to
the entire Board of Directors and made at their request.  The change was made as
result  of  the  acquisition  of  the  Company by Rick's.  Jackson & Rhodes, the
independent  auditor of Rick's, became the independent auditor of the Company in
order  to  achieve  a  more  cost  efficient  audit.

     Also,  during  the  Company's most recent fiscal year, and since then, SK&B
has  not  advised the Company that any of the following exist or are applicable:

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

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

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

     Prior  to  the  engagement of Jackson & Rhodes as independent auditors, the
Company  had  not  consulted  Jackson  &  Rhodes  regarding  the  application of
accounting  principles to a specified transaction, either completed or proposed;
or  the  type of audit opinion that might be rendered on the Company's financial
statements  or  any  other  financial  presentation  whatsoever.

     SK&B  provided  the  Company  with a letter addressed to the Securities and
Exchange  Commission  in which SK&B agreed with the disclosure contained herein.

                                    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  two  persons.

<TABLE>
<CAPTION>
Name                Age                          Position
------------------  ---  ---------------------------------------------------------
<S>                 <C>  <C>
Eric Langan          30  Director, Chairman of the Board, Chief Executive Officer,
                         President and Chief Accounting Officer

Robert L.  Watters   47  Director

Timothy Winata       44  Chief Accounting Officer
</TABLE>

     Eric  Langan, age 30, has been involved in the adult entertainment business
since  1989.  He  has  served  as  the  President  and  Director of Taurus since
November, 1997.  From January 1997 through the present, he has held the position
of  President with XTC Cabaret, Inc., which was subsequently acquired by Taurus.
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.  Mr.
Langan  has also been an officer of Citation Land Company which owned commercial
income  real  estate  in Houston, Texas, which also was subsequently acquired by
Taurus.  Mr.  Langan became a Director of Rick's Cabaret International, Inc.  in
August,  1998.

     Robert  L.  Watters,  age  47,  has  been  a  director of the Company since
August,  1998.  Mr.  Watters  has  been president and chief executive officer of
Rick's  Cabaret International, Inc.  since 1991 and presently serves also as its
chief  financial officer.  He was also a founder in 1989 and operator until 1993
of  the  Colorado Bar & Grill, an adult cabaret located in Houston, Texas and in
1988  performed site selection, negotiated the property purchase and oversaw the
design and permitting for the cabaret that became the Cabaret Royale, in Dallas,
Texas.  Mr.  Watters  practiced  law  as  a  solicitor in London, England and is
qualified  to  practice  law  in  New  York  state.  Mr.  Watters  worked in the
international  tax  group  of  the  accounting  firm of Touche, Ross & Co.  (now
succeeded by Deloitte & Touche) from 1979 to 1983 and was engaged in the private
practice  of law in Houston, Texas from 1983 to 1986, when he became involved in
the  full-time  management  of  Rick's  Cabaret International, Inc.  Mr. Watters
graduated  from the London School of Economics and Political Science, University
of  London,  in 1973 with a Bachelor of Laws (Honours) degree and in 1975 with a
Master  of  Laws  degree  from  Osgoode  Hall  Law  School,  York  University.

     Timothy  Winata,  age 44, had served as the Chief Accounting Officer of the
Company  since  April  1,  1998.  From  September  1986 to March 1998 Mr. Winata
practiced  as a Certified Public Accountant with Winata, Charabaht & Associates,
Inc.  as  President  of  the  company.

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.

ITEM  10.     EXECUTIVE  COMPENSATION

     The  following table reflects all forms of compensation for services to the
Company  for  the fiscal years ended September 30, 1998, 1997, 1996 of the chief
executive  officer  of  the Company.  No executive officer (other than the chief
executive  officer) of the Company received compensation which exceeded $100,000
during  1998.

<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       1998  $108,275    -0-         -0-         -0-         -0-              -0-       -0-
Langan     1997       -0-    -0-         -0-         -0-         -0-              -0-       -0-
CEO        1996       -0-    -0-         -0-         -0-         -0-              -0-       -0-
<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.
</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 January 11, 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 January 11, 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.
3113 Bering
Houston, Texas 77057                 4,002,006  Common Stock      93.0%

Robert L.  Watters
3113 Bering
Houston, Texas 77057                       -0-  Common Stock       0.0%

Eric Langan
3113 Bering
Houston, Texas 77057                       -0-  Common Stock       0.0%

Timothy Winata
3113 Bering
Houston, Texas 77057                       -0-  Common Stock       0.0%

All directors and officers as
a group (three (3) persons)                -0-  Common Stock       0.0%
</TABLE>

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

     In  December, 31, 1997, the Company entered into an Exchange Agreement with
the  members of Citation Land, L.L.C.  (the "Citation Agreement") which provided
for  the  acquisition  by  the  Company  of  all  of  the outstanding membership
interests  in  Citation  Land, L.L.C.  ("Citation").  Citation 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
options  to  purchase  real  estate  in Austin, Texas and San Antonio, 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 which the Company estimated, based upon
current  operations and future revenues from its three existing adult nightclubs
to  be  approximately  $525,000.  Eric  Langan,  a  Director  of the Company and
Mitchell  White, a former director of the Company, were the sole stockholders of
XTC.

     The  Company  leases a premises located on the north side of Houston, Texas
to  its  parent,  Rick's  Cabaret  International,  Inc. , where a Rick's Cabaret
opened  in December, 1998.  The lease for this location continues until July 31,
2018  at  a  monthly  rent  of $15,000.00.  The lease is a triple net lease with
tenant  paying  taxes,  maintenance  and  insurance.  Rick's  will occupy 10,000
square  feet  in  a  one  story  building.

Item  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

<TABLE>
<CAPTION>
Exhibit  No.  Identification of Exhibit
<C>      <C>  <S>
    3.1    *  The Company's Articles of Incorporation as amended.

    3.2    *  The Company's By-laws as amended.

    4.1    *  Specimen of the Company's common stock certificate.
   10.1   **  Asset Purchase Agreement dated December 31, 1997, between the Company and The
              Enigma Group, Inc.-- incorporated by reference to the Company's report on Form 8-K dated
              December 31, 1997 and exhibits thereto.
   10.2   **  Asset Purchase Agreement dated December 31, 1997 between Broadstreets Cabaret, Inc.
              and Atcomm Services, Inc.-- incorporated by reference to the Company's report on Form 8-K
              dated December 31, 1997 and exhibits thereto.
   10.3   **  Stock Exchange Agreement dated December 31, 1997 between the Company and the
              Stockholders of XTC Cabaret, Inc.-- incorporated by reference to the Company's report on
              Form 8-K dated December 31, 1997 and exhibits thereto.
   10.4   **  Exchange Agreement dated December 31, 1997 between the Company and the Members of
              Citation Land, L.L.C.-- incorporated by reference to the Company's report on Form 8-K
              dated December 31, 1997 and exhibits thereto.
   16.1   **  First letter on change in certifying accountant -- incorporated by reference to the Company's
              report on Form 8-K filed as of January 13, 1997 and exhibits thereto.
   16.2   **  Second letter on change in certifying accountant -- incorporated by reference to the
              Company's report on Form 8-K dated October 15, 1998 and exhibits thereto.
   21.1    *  Subsidiaries
   27.1    *  Financial Data Schedule
<FN>
-----------------------------
           *  Filed herewith
          **  Incorporated by reference
</TABLE>

(b)     Reports  on  Form  8-K.  The  Company  filed  a report on Form 8-K dated
October  13,  1998 which reported Changes in Registrant's Certifying Accountant.


<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  the  January  11,  1999.

                         TAURUS  ENTERTAINMENT  COMPANIES  INC.

                         /s/  ERIC  LANGAN
                         -----------------
                         Eric  Langan
                         Director,  Chairman  of  the  Board,
                         Chief  Executive  Officer
                         and  President



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:

<TABLE>
<CAPTION>
SIGNATURE                             TITLE                      DATE
-----------------------  --------------------------------  ----------------
<S>                      <C>                               <C>
/s/ ERIC LANGAN          Director, Chairman of the Board,  January 11, 1999
-----------------------                                                    
Eric Langan              Chief Executive Officer
                         and President


/s/ ROBERT L.  WATTERS   Director                          January 11, 1999
-----------------------                                                    
Robert L.  Watters


/s/ TIMOTHY WINATA       Chief Accounting Officer          January 11, 1999
-----------------------                                                    
Timothy Winata
</TABLE>
<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, 1998 and 1997. . . . . . . . . . . . . . .  F-4

Consolidated Statements of Operations for the years ended
  September 30, 1998 and 1997. . . . . . . . . . . . . . .  F-5

Consolidated Statements of Changes in Stockholders' Equity
  for the years ended September 30, 1998 and 1997. . . . .  F-6

Consolidated Statements of Cash Flows for the years ended
  September 30, 1998 and 1997. . . . . . . . . . . . . . .  F-7

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


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board  of  Directors  and  Stockholders
Taurus  Entertainment  Companies,  Inc.


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Taurus
Entertainment Companies, Inc. and subsidiaries as of September 30, 1998, and the
related  consolidated  statements of operations, changes in stockholders' equity
and  cash  flows  for  the  year  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  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit 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  audit  provides  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, 1998, and the
results  of  their  operations  and  their cash flows for the year then ended in
conformity  with  generally  accepted  accounting  principles.












                                                   Jackson  &  Rhodes  P.C.


Dallas,  Texas
November  13,  1998,  except  for  Note  10,
    which  is  as  of  December  16,  1998

                                      F-2
<PAGE>

                           Independent Auditors Report

Board  of  Directors  and  Stockholders
Taurus  Entertainment  Companies,  Inc.

We  have  audited  the  accompanying  balance  sheet  of  Taurus  Entertainment
Companies,  Inc.  and  subsidiaries  as  of  September 30, 1997, and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  year  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  audit.

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

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Taurus Entertainment
Companies,  Inc and Subsidiaries at September 30, 1997, and the results of their
operations  and  their  cash  flows for the years then ended, in conformity with
generally  accepted  accounting  principles.



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

Houston,  Texas
May  13,  1998

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                   TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
                                SEPTEMBER 30, 1998 AND 1997


                                 ASSETS
                                                                      1998         1997
                                                                  ------------  -----------
<S>                                                               <C>           <C>
Current assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   243,346   $    5,872 
  Accounts receivable. . . . . . . . . . . . . . . . . . . . . .        2,343        5,289 
  Accounts receivable - related party. . . . . . . . . . . . . .        9,755       65,077 
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . . .          765        6,525 
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .        1,600            - 
  Land held for sale . . . . . . . . . . . . . . . . . . . . . .      569,069      567,501 
                                                                  ------------  -----------
    Total current assets . . . . . . . . . . . . . . . . . . . .      826,878      650,264 
                                                                  ------------  -----------

Property and equipment:
  Buildings, land and leasehold improvements . . . . . . . . . .    1,769,572    1,079,558 
  Furniture and equipment. . . . . . . . . . . . . . . . . . . .      169,671      308,897 
                                                                  ------------  -----------
                                                                    1,939,243    1,388,455 

  Less accumulated depreciation. . . . . . . . . . . . . . . . .      (69,751)     (81,992)
                                                                  ------------  -----------

                                                                    1,869,492    1,306,463 
                                                                  ------------  -----------

Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .      108,705            - 
                                                                  ------------  -----------
                                                                  $ 2,805,075   $1,956,727 
                                                                  ============  ===========


                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable (Note 4). . . . . . . . . . . . . . . . . . . . .  $    25,000   $        - 
  Current portion of long-term debt (Note 5) . . . . . . . . . .      220,527      222,427 
  Payable to Parent. . . . . . . . . . . . . . . . . . . . . . .       79,851            - 
  Accounts payable - trade . . . . . . . . . . . . . . . . . . .      185,644        4,691 
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .      203,677       51,259 
  Income taxes payable . . . . . . . . . . . . . . . . . . . . .       38,445       53,296 
                                                                  ------------  -----------
    Total current liabilities. . . . . . . . . . . . . . . . . .      753,144      331,673 

Long-term debt, less current portion (Note 5). . . . . . . . . .    1,932,967    1,230,094 
                                                                  ------------  -----------

        Total liabilities. . . . . . . . . . . . . . . . . . . .    2,686,111    1,561,767 
                                                                  ------------  -----------

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        2,000 
  Additional paid-in capital . . . . . . . . . . . . . . . . . .    4,026,383      284,256 
  Retained earnings (deficit). . . . . . . . . . . . . . . . . .   (3,911,724)     108,704 
                                                                  ------------  -----------
    Total stockholders' equity . . . . . . . . . . . . . . . . .      118,964      394,960 
                                                                  ------------  -----------
                                                                  $ 2,805,075   $1,956,727 
                                                                  ============  ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997


                                                     1998         1997
                                                  -----------  -----------
<S>                                               <C>          <C>
Revenues:
  Sales of alcoholic beverages . . . . . . . . .  $  781,566   $  253,812 
  Sales of food. . . . . . . . . . . . . . . . .     311,611      121,659 
  Service revenues . . . . . . . . . . . . . . .   2,275,937    1,224,011 
  Other. . . . . . . . . . . . . . . . . . . . .      25,669      160,904 
                                                  -----------  -----------

                                                   3,394,783    1,760,386 
                                                  -----------  -----------

Operating expenses:
  Cost of goods sold . . . . . . . . . . . . . .     372,585      154,758 
  Salaries and wages . . . . . . . . . . . . . .   1,084,457      650,049 
  Other general and administrative:
    Taxes and permits. . . . . . . . . . . . . .     414,323      137,336 
    Charge card fees . . . . . . . . . . . . . .      46,905        9,155 
    Rent . . . . . . . . . . . . . . . . . . . .     231,168       85,079 
    Legal and accounting . . . . . . . . . . . .     141,915       52,140 
    Advertising. . . . . . . . . . . . . . . . .     199,627      106,589 
    Other. . . . . . . . . . . . . . . . . . . .   1,241,042      475,419 
                                                  -----------  -----------

                                                   3,732,022    1,670,525 
                                                  -----------  -----------

Income (loss) from operations. . . . . . . . . .    (337,239)      89,861 

  Interest expense . . . . . . . . . . . . . . .    (156,238)    (130,569)
                                                  -----------  -----------

Loss before income taxes and extraordinary item.    (493,477)     (40,708)

  Income taxes (benefit) (Note 8). . . . . . . .      (8,390)      49,340 
                                                  -----------  -----------


Net loss before extraordinary item . . . . . . .    (485,087)     (90,048)

Extraordinary item - fire damage loss (Note 7) .    (135,377)           - 
                                                  -----------  -----------

Net loss . . . . . . . . . . . . . . . . . . . .  $ (620,464)  $  (90,048)
                                                  ===========  ===========


Basic net loss per common share:
  Loss before extraordinary item . . . . . . . .  $    (0.12)  $    (0.03)
  Extraordinary item . . . . . . . . . . . . . .       (0.03)           - 
                                                  -----------  -----------
  Net loss . . . . . . . . . . . . . . . . . . .  $    (0.16)  $    (0.03)
                                                  ===========  ===========

Weighted average shares outstanding. . . . . . .   3,922,711    3,576,026 
                                                  ===========  ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                      TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                         FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997


                                          Common Stock      Additional     Retained
                                       -------------------
                                       Number of              Paid-in      Earnings
                                         Shares    Amount     Capital     (Deficit)      Total
                                       ----------  -------  -----------  ------------  ----------
<S>                                    <C>         <C>      <C>          <C>           <C>
Balance, September 30, 1996 . . . . .      1,000   $ 1,000  $  284,256   $   198,752   $ 484,008 

Sale of common stock for cash . . . .      1,000     1,000           -             -       1,000 

Net loss. . . . . . . . . . . . . . .          -         -           -       (90,048)    (90,048)
                                       ----------  -------  -----------  ------------  ----------

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

          See accompanying notes to consolidated financial statements.

                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997


                                                                1998         1997
                                                            ------------  ----------
<S>                                                         <C>           <C>
Net loss . . . . . . . . . . . . . . . . . . . . . . . . .  $  (620,464)  $ (90,048)

Adjustments to reconcile net loss to net
  cash provided by operating activities:
  Depreciation and amortization. . . . . . . . . . . . . .       66,388      73,538 
  Common stock issued for services . . . . . . . . . . . .      323,600           - 
  Extraordinary item - loss on fire and disposal of assets      154,634           - 
  Changes in assets and liabilities:
    Accounts receivable. . . . . . . . . . . . . . . . . .        2,946      (5,289)
    Inventories. . . . . . . . . . . . . . . . . . . . . .        5,760      (6,525)
    Prepaid expenses and other assets. . . . . . . . . . .     (110,305)          - 
    Accounts payable and accrued liabilities . . . . . . .      339,421      55,950 
    Income taxes payable/receivable. . . . . . . . . . . .      (14,851)     53,296 
                                                            ------------  ----------
      Net cash provided by operating activities. . . . . .      147,129      80,922 
                                                            ------------  ----------

Cash flows from investing activities:
  Additions to property and equipment. . . . . . . . . . .   (1,137,348)   (803,129)
  Insurance proceeds from fire damaged assets. . . . . . .      351,729           - 
                                                            ------------  ----------
      Net cash used by investing activities. . . . . . . .     (785,619)   (803,129)
                                                            ------------  ----------

Cash flows from financing activities:
  Common stock issued. . . . . . . . . . . . . . . . . . .      155,500       1,000 
  Increase in notes payable and long-term debt . . . . . .      839,991     780,329 
  Payments on long-term debt . . . . . . . . . . . . . . .     (262,918)   (175,042)
  Increase decrease in accounts receivable - related party       63,540     (74,290)
  Increase in loan from Parent . . . . . . . . . . . . . .       79,851           - 
  Decrease in loan to shareholder. . . . . . . . . . . . .            -     192,382 
                                                            ------------  ----------
      Net cash provided by financing activities. . . . . .      875,964     724,379 
                                                            ------------  ----------

Net increase (decrease) in cash. . . . . . . . . . . . . .      237,474       2,172 

Cash at beginning of year. . . . . . . . . . . . . . . . .        5,872       3,700 
                                                            ------------  ----------

Cash at end of year. . . . . . . . . . . . . . . . . . . .      243,346       5,872 
                                                            ============  ==========


Cash paid during the period for:
  Interest . . . . . . . . . . . . . . . . . . . . . . . .      156,238     130,569 
                                                            ============  ==========

  Income taxes . . . . . . . . . . . . . . . . . . . . . .        6,461      11,168 
                                                            ============  ==========
<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.
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-7
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1998 AND 1997


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 90% 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 net losses of $620,464 and $90,048 for the years ended
September  30,  1998  and  1997.

Management  believes  it has implemented plans that will ensure that the Company
will  become  profitable  in fiscal 1999, including opening its Austin location,
renting  its  refurbished  Broadstreets  location to its parent, taking steps to
restructure management compensation, and reorganizing the accounting function to
more  effectively manage the business.  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.)


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


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Net  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
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.

     Inventories

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

     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


                                      F-9
<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.

Revenue  Recognition

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

Income  Taxes

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

3.     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
as


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


3.     ACQUISITIONS  AND  BASIS  OF  PRESENTATION  (CONTINUED)

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")  operates  an  adult
entertainment  business  (the  "XTC  Location").  As discussed below, Taurus 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 owns options to purchase real estate in Austin, Texas and San
Antonio,  Texas,  at  which  locations  Taurus  contemplates  operating  adult
entertainment  businesses.  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  operates three adult entertainment businesses, two in Houston and
one  in  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.  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  is  accounted  for  as  a  deemed  dividend.


                                      F-11
<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.  Consequently, the
historical combined financial statements and financial information as of and for
the  year  ended  September  30,  1997  are  for  the  combined  entities.  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.

5.     LONG-TERM  DEBT

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

<TABLE>
<CAPTION>
                                                           1998     1997
                                                          -------  -------
<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.. . . . . .  $55,443  $55,686

 Note payable to partnership maturing July 2007,
 due in monthly installments of $653 including principal
 and interest at 12%; secured by real estate.. . . . . .   62,868   63,144

 Note payable to partnership maturing July 2007,
 due in monthly installments of $309 including principal
 and interest at 12%; secured by real estate.. . . . . .   29,842   29,956
</TABLE>


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


5.     LONG-TERM  DEBT  (CONTINUED)

<TABLE>
<CAPTION>
                                                               1998         1997
                                                            -----------  -----------
<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   $  204,302 

 Note payable to individual maturing July 2004,
 due in monthly installments of $2,868 including principal
 and interest at 12%; secured by real estate.. . . . . . .     286,745      156,169 

 Note payable to individual maturing March 2006,
 due in monthly installments of $2,573, plus interest at
 9.25%; secured by real estate.. . . . . . . . . . . . . .     310,455      312,509 

 Note payable to corporation maturing April 2002,
 due in monthly installments of $13,758 including
 principal and interest at 10%; secured by real estate.. .     528,970      605,032 

 Note payable to corporation maturing June 2001,
 due in monthly installments of $667, plus interest at
 8.3%; secured by certain equipment. . . . . . . . . . . .      19,624       25,723 

 Note payable to a financing company maturing
 August 2003, due in monthly installments of $5,380,
 including interest at 10%, secured by real estate . . . .     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            - 
                                                            -----------  -----------
                                                             2,153,494    1,452,521 
 Less current maturities . . . . . . . . . . . . . . . . .    (220,527)    (222,427)
                                                            -----------  -----------
                                                            $1,932,967   $1,230,094 
                                                            ===========  ===========
</TABLE>


                                      F-13
<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:

<TABLE>
<CAPTION>
<S>          <C>
1999. . . . .$  220,527
2000. . . . .   330,234
2001. . . . .   248,308
2002. . . . .   176,850
2003. . . . .   450,976
 Thereafter .   726,599
             ----------

             $2,153,494
             ==========
</TABLE>

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  an  extraordinary  loss  of  $135,577  in  1998.

7.     INCOME  TAXES

Income  tax  expense  (benefit)  consisted  of  current taxes for 1998 and 1997.

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>
                                                      1998       1997
                                                   ----------  ---------
<S>                                                <C>         <C>
Tax credit on loss before income
    taxes at the statutory rate . . . . . . . . .  $(168,000)  $(31,000)
Separate return limitation - unavailable
    loss carrybacks and nonconsolidated companies    159,610     80,340 
                                                   ----------  ---------
                                                   $  (8,390)  $ 49,340 
                                                   ==========  =========
</TABLE>

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

<TABLE>
<CAPTION>
                                           1998     1997
                                        ----------  -----
<S>                                     <C>         <C>
Operating loss carryforwards . . . . .  $(226,000)  $   -
Deductible preopening costs. . . . . .     16,000 
Deferred tax asset valuation allowance    210,000       -
                                        $       -   $   -
                                        ==========  =====
</TABLE>


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


7.     INCOME  TAXES  (CONTINUED)

For tax purposes, the Company has a net operating loss carryforward amounting to
approximately  $664,000  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.  Future minimum lease payments
under  non-cancelable  leases  at  September  30,  1998  are  as  follows:

<TABLE>
<CAPTION>
Years Ending
September 30,
----------------------------  
<S>                           <C>
     1999. . . . . . . . . .  $125,445
     2000. . . . . . . . . .   120,000
     2001. . . . . . . . . .    50,000
                              --------

Total minimum lease payments  $295,445
                              ========
</TABLE>

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.

Litigation

In  November, 1998, LMTD, Inc. initiated litigation against a subsidiary of  the
Company,  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 do. 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  the  Company  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


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

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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.
The  Company  has  filed  a  counter-claim asserting that there were undisclosed
obligations  which  Taurus was required to pay.  The counter-claim seeks damages
in  an  amount  in  excess  of  $25,000.  This  matter is in the early stages of
litigation  and no discovery has taken place.  The Company intends to vigorously
defend  itself  in  this  matter.

The  Company  is in certain lawsuits arising in the ordinary course of business.
In  the  opinion  of  the  Company's legal counsel and management, any liability
resulting  from  such  litigation  would  not  be  material  in  relation to the
Company's  financial  position.

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 distances that Sexually
Oriented  Businesses  may be located to 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 its locations in
north  and  south  Houston  failed to meet the requirements of the Ordinance and
accordingly  the  renewal  of  the Company's Business License at those locations
were  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.

The  Company  filed  a  written  request  with the City of Houston requesting an
extension  of  time  during  which  the Company could continue operations at its
original  location  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 (the "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 and was denied an
extension  of time for its location in south Houston.  The Company has the right
to  appeal  any  decision  of  the Hearing official to the district court in the
State  of  Texas.


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

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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.

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  the  business  by the Company.  The Company, in
concert  with  other sexually oriented businesses, is appealing these aspects of
the  Houston,  Texas  Ordinance.

It  is  unknown  if the City of Houston will appeal the court's rulings.  In the
event that the City of Houston is successful in an appeal, the Company's Houston
location  could  be  out  of  compliance.  Such an outcome could have an adverse
impact  on  the  Company's  future.

On  April  1,  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 Company'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 location.  It
is  unknown  what  impact  the  enforcement  of  the  Ordinance  may have on the
Company's  Houston  locations.

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

9.     ACCOUNTING  DEVELOPMENTS

SFAS  129

Statement  of  Financial Accounting Standards No. 129, Disclosure of Information
about  Capital  Structure  ("SFAS  129"),  effective  for  periods  ending after
December  15,  1997,  establishes  standards for disclosing information about an
entity's  capital  structure.  SFAS  129  requires  disclosure  of the pertinent
rights  and  privileges  of  various  securities  outstanding  (stock,  options,
warrants, preferred stock, debt and participating rights) including dividend and
liquidation  preferences,  participant rights, call prices and dates, conversion
or exercise prices and redemption requirements.  Adoption of SFAS 129 has had no
effect  on  the  Company  as  it  currently discloses the information specified.

SFAS  130
               In June 1997, the Financial Accounting Standards Board issued two
new  disclosure  standards.  Results  of  operations  and financial position are
unaffected  by  implementation  of  these  new  standar
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.

10.     SUBSEQUENT  EVENT

The  Company  owns  its  XTC Cabaret location in Houston, which was damaged in a
fire  in  December, 1998. The Company believes that it was fully insured against
the loss arising from the fire. The company's insurance policy included coverage
for  loss  arising  from business interruption. The Company does not expect that
any  material  loss  will  arise  as  a  result  of  the  fire.


                                      F-18
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.     RELATED  PARTY  TRANSACTIONS

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

Beginning  in  December  1998,  the Company will lease its Broadstreets location
(see  Note  6) to Rick's for $15,000 per month on a twenty-year operating lease.


                                      F-19
<PAGE>
<TABLE>
<CAPTION>
                               INDEX TO EXHIBITS

EXHIBIT       SEQUENTIAL
NUMBER        DESCRIPTION
-------       ---------------------------------------------------------------------------------------------
<C>      <C>  <S>
    3.1    *  The Company's Articles of Incorporation as amended.

    3.2    *  The Company's By-laws as amended.

    4.1    *  Specimen of the Company's common stock certificate.
   10.1   **  Asset Purchase Agreement dated December 31, 1997, between the Company and The
              Enigma Group, Inc.-- incorporated by reference to the Company's report on Form 8-K dated
              December 31, 1997 and exhibits thereto.
   10.2   **  Asset Purchase Agreement dated December 31, 1997 between Broadstreets Cabaret, Inc.
              and Atcomm Services, Inc.-- incorporated by reference to the Company's report on Form 8-K
              dated December 31, 1997 and exhibits thereto.
   10.3   **  Stock Exchange Agreement dated December 31, 1997 between the Company and the
              Stockholders of XTC Cabaret, Inc.-- incorporated by reference to the Company's report on
              Form 8-K dated December 31, 1997 and exhibits thereto.
   10.4   **  Exchange Agreement dated December 31, 1997 between the Company and the Members of
              Citation Land, L.L.C.-- incorporated by reference to the Company's report on Form 8-K
              dated December 31, 1997 and exhibits thereto.
   16.1   **  First letter on change in certifying accountant -- incorporated by reference to the Company's
              report on Form 8-K filed as of January 13, 1997 and exhibits thereto.
   16.2   **  Second letter on change in certifying accountant -- incorporated by reference to the
              Company's report on Form 8-K dated October 15, 1998 and exhibits thereto.
   21.1    *  Subsidiaries
   27.1    *  Financial Data Schedule
<FN>
-----------------------------
           *  Filed herewith
          **  Incorporated by reference
</TABLE>
<PAGE>