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, 2001

                                       OR

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

                         COMMISSION FILE NUMBER: 0-8835

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

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

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

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

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

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

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

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

Issuer's revenues for the year ended September 30, 2001, were $1,538,823.  The
aggregate market value of Common Stock held by non-affiliates of the registrant
at December 3, 2001, based upon the last reported price on the OTCBB, was
$77,002.  As of December 3, 2000, there were approximately 4,310,012 shares of
common stock outstanding.


                                        1
<PAGE>
                                TABLE OF CONTENTS


PART I

Item  1.  Business                                                             3

Item  2.  Properties                                                           5

Item  3.  Legal Proceedings                                                    5

Item  4.  Submission of Matters to a Vote of Security Holders                  6


PART II

Item  5.  Market for Registrant's Common Equity                                6
          and Related Stockholders' Matters

Item  6.  Management's Discussion and Analysis                                 7
          of Financial Condition and Results of Operations

Item  7.  Financial Statements                                                 8

Item  8.  Changes in and Disagreements With Accountants on Accounting          9
          and  Financial  Disclosure


PART III

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

Item 10.  Executive Compensation                                               9

Item 11.  Security Ownership of Certain Beneficial Owners And Management      10

Item 12.  Certain Relationships and Related Transactions                      10

Item 13.  Exhibits and Reports on Form 8-K                                    11


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<PAGE>
PART I

ITEM 1.  BUSINESS

Taurus Entertainment Companies, Inc. currently owns and operates one adult
cabaret in Austin, Texas under the name XTC Cabaret.  We also own a facility in
north Houston that we lease to our parent company, Rick's Cabaret International,
Inc. (Nasdaq  "Rick"), that Rick's operates as a Rick's Cabaret.  Our other real
estate holdings consist of 350 acres of ranch land in Brazoria County, Texas and
approximately 50 acres of raw land in Wise County, Texas.

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

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

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

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

BUSINESS STRATEGY

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

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

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

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

Operational and accounting controls are essential to the successful operation of
our cash intensive nightclub and bar business.  We have implemented internal
procedures and controls designed to ensure the integrity of our operational and
accounting records.  We separate management personnel from all cash handling to
ensure that management is isolated from, and does not handle, any cash.  We use
a combination of accounting procedures and physical inventory control mechanisms
to ensure a high level of integrity in our accounting practices.  Computers play
a significant role in capturing and analyzing a variety of information to
provide management with the information necessary to efficiently manage and
control the nightclub.  Deposits of cash and credit card receipts are reconciled
each day to a daily income report.  In addition, we review on a daily basis: (i)
cash and credit card summaries which tie together all cash and credit card
transactions occurring at the front door, the bars in the club and the cashier
station, (ii) a summary of the daily bartenders' check-out reports, and (iii)  a


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<PAGE>
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 to any variances from expected financial
results based on a comparison to our historical operations.  Further, we
conduct, on a monthly basis, an independent overview of our financial condition
and have engaged independent accountants to conduct an annual audit and to
review and advise us about our internal controls.

COMPETITION

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

GOVERNMENTAL REGULATIONS

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

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

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

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

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

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

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


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<PAGE>
dancer be licensed may result in fewer dancers working, which could have an
adverse impact on the Houston locations.  It is unknown what future impact the
enforcement of the Houston Ordinance may have on us.

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

Employees and Independent Contractors

As of September 30, 2001, we had approximately 38 full-time employees, of which
10 are in management positions, including corporate and administrative
operations, and of which approximately 28 are engaged in customer service,
including bartenders and waitresses.  None of our employees is represented by a
union and we consider our employee relations to be good.

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

ITEM 2.  PROPERTIES

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

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

Our north Houston location has 12,000 square feet of space.  The balance as of
September 30, 2001 that we owe on the mortgage is $138,295.15 and the interest
rate is 10%.  We pay $13,758 in monthly principal and interest payments.  The
last mortgage payment is due in August 2002.

Our XTC nightclub in Austin has 6,800 square feet of space, which sits on 1.2
acres of land.  We own the property free and clear.

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

The balance as of September 30, 2001 that we owe on the Brazoria County ranch
mortgage is $303,023 and the interest rate is 9.25%.  We pay $2,573 in monthly
principal and interest payments.  The last mortgage payment is due in 2006 with
a balloon payment of $287,920.

The balance as of September 30, 2001 that we owe on the Wise County raw land
mortgage is $145,730 and the interest rate is 12%.  We pay $1,537 in monthly
principal and interest payments.  The last mortgage payment is due in March
2026.

ITEM 3.  LEGAL PROCEEDINGS

Sexually Oriented Business Ordinance of Houston, Texas

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

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.


                                        5
<PAGE>
In May 1997, the City of Houston agreed to defer implementation of the Ordinance
until the constitutionality of the entire Ordinance was decided by court trial
by other parties, including our parent, Rick's Cabaret International, Inc.  In
February 1998, the U.S. District Court for the Southern District of Texas,
Houston Division, struck down certain provisions of the Ordinance, including the
provision mandating a 1,500 foot distance between a club and schools, churches
and other sexually oriented business, leaving intact the provision of the 750
foot distance as it existed in the prior Houston, Texas Ordinance.  The City of
Houston has appealed the District Court's rulings with the Fifth Circuit Court
of Appeals.  Our parent.  Rick's Cabaret International, Inc. and other parties
have filed briefs in this appeal to the Fifth Circuit Court of Appeals.  Our
business would be adversely affected if the appeal is unsuccessful.

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

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

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

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

During the fourth quarter of fiscal 2001, 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 RELATEDSTOCKHOLDER MATTERS

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

COMMON STOCK PRICE RANGE

                      HIGH BID       LOW BID
Our fiscal year
ended
September 30, 2001

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

Fiscal  2001
 First  Quarter      $      .01     $     .01
 Second  Quarter     $      .06     $     .06
 Third  Quarter      $      .06     $     .06
 Fourth  Quarter     $      .06     $     .06


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____________________
(*) During these quarters we believe there were no bids or trades for our common
stock on the OTCBB. On December 3, 2000, there were approximately 1,384
stockholders of record of the common stock. On November 28, 2001, the bid price
on our common stock was $0.25 per share.

TRANSFER AGENT AND REGISTRAR

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

DIVIDEND POLICY

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

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

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

FORWARD LOOKING STATEMENT AND INFORMATION

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

GENERAL

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

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001, AS
COMPARED TO THE FISCAL YEAR ENDED SEPTEMBER 30, 2000

For the year ended September 30, 2001, we had consolidated total revenues of $
1,538,823 compared to consolidated total revenues of $1,509,457 for the year
ended September 30, 2000, or an increase of $29,366.  The increase in revenues
was due to the increase in revenues at our location in Austin, Texas.

The cost of goods sold for the year ended September 30, 2001 was approximately
5.94% of total revenues compared to approximately 6% for the year ended
September 30, 2000.  The decrease was due primarily to decrease in cost of
providing complimentary food.

Payroll and related costs for the year ended September 30, 2001 were $323,772


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<PAGE>
compared to $304,182 for the year ended September 30, 2000.  The increase was
due to the increase in payroll expenses in the Austin location.

Other selling, general and administrative expenses for the year ended September
30, 2001 were $830,275 compared to $878,914 for the year ended September 30,
2000.  The decrease in these expenses was primarily due to general expense
reductions.

Interest expense for the year ended September 30, 2001 was $82,549 compared to
$133,487 for the year ended September 30, 2000.  The decrease was attributable
to our effort to pay down our debts and not to incur any new debts.

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

Net income for the year ended September 30, 2001 was $210,772 compared to net
income of $549,238 for the year ended September 30, 2000.  The decrease was
primarily due to the lack of vendors' concessions on our liabilities and gains
on the sale of assets.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2001, we had a working capital deficit of $254,869 compared to
a working capital deficit of $376,461 at September 30, 2000.  The increase in
working capital was primarily due to the increase in cash and decrease in the
current portion of long term debt, offset a little bit by the increase in
payable to Parent company.

Net cash provided by operating activities in the year ended September 30,
2001was $301,357, compared to net cash provided by operations of $255,353 for
the year ended September 30, 2000.  The increase in cash provided by operating
activities was primarily due to net income before depreciation.

Depreciation and Amortization for the year ended September 30, 2001 were $65,989
compared to $65,000 for the year ended September 30, 2000.

In our opinion, working capital is not a true indicator of our financial
condition.  We typically carry current liabilities in excess of current assets
because we receive collect substantially immediate payment for sales, with de
minimis receivables, while inventories and other current liabilities normally
carry longer payment terms.  Vendors and purveyors often remain flexible with
payment terms that allow us to adjust to short-term business down turns.  We
consider the primary indicators of financial status to be the long term trend,
the mix of sales revenues, overall cash flow and profitability from operations,
and the level of long-term debt.

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

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

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

SEASONALITY

We are significantly affected by seasonal factors.  Historically, we have
experienced reduced revenues from April through September with the strongest
operating results occurring during October through March.

ITEM 7.  FINANCIAL STATEMENTS

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


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<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
     None.

PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

Our Directors hold office until our next annual meeting of the stockholders 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 our directors and executive officers.  Our
Board of Directors consists of one person, Eric S. Langan, who is also our
Chairman, Chief Executive Officer, President and Chief Financial Officer.

Since 1997, Eric S. Langan, age 33, has been our Director, Chief Executive
Officer, President and Chief Financial Officer.  Mr. Langan has been involved in
the adult entertainment business since 1989.  From January 1997 through the
present, he has held the position of President with XTC Cabaret, Inc., which we
subsequently acquired.  From November 1992 until January 1997, Mr. Langan was
the President of Bathing Beauties, Inc.  Since 1989, Mr. Langan has exercised
managerial control over the grand openings and operations of more than twelve
adult entertainment businesses.  Mr. Langan has also been an officer of Citation
Land LLC, which owned commercial income real estate in Houston, Texas, which we
also subsequently acquired.  Since 1998, Mr. Langan has been a Director and the
Chief Executive Officer and Chief Accounting Officer of our parent company,
Rick's Cabaret International, Inc.

In 2001, Mr. Langan was charged by a Mobile, Alabama circuit court on charges
related to a tanning salon that Mr. Langan previously owned and sold more than
five years ago.  The charges are completely and totally unrelated to our
operations or activities, or Mr. Langan's relationship as our President and
Director.  The charges relate to a recently enacted statute in Alabama aimed at
the adult entertainment business.  The charges allege that Mr. Langan owned, had
an interest in or was in control of, the tanning salon in Alabama where the
State alleges that nudity occurred in violation of Section 13A-12-200.11 of the
Code of Alabama.  The charges are in connection with acts that purportedly
occurred in January 2001 and March 2001, more than five years after Mr. Langan
sold the tanning salon business.  Mr. Langan, who has not been in Mobile,
Alabama for more than five years, stated that, "These charges are wholly without
merit and I intend to aggressively and vigorously defend myself against these
charges.  I am confident that I will be completely vindicated in this matter."

CERTAIN SECURITY FILINGS

We believe that all persons subject to Section 16(a) of the Exchange Act in
connection with us have complied on a timely basis.

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

ITEM 10.   EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

            Annual Compensation                          Long Term Compensation
                                                      Awards             Payouts
                                       Other                  Securities               All
Name and                              Annual      Restricted  Underlying              Other
Principal                             Compen-          Stock    Options/     LTIP  Compens-
Position   Year     Salary     Bonus  sation (1)      Awards        SARs  Payouts    sation
<S>        <C>   <C>           <C>    <C>         <C>         <C>         <C>      <C>
           2001  $   -0-         -0-         -0-         -0-         -0-      -0-       -0-
Eric       2000  $   -0-  (2)    -0-         -0-         -0-         -0-      -0-       -0-
Langan     1999  $52,000  (2)    -0-         -0-         -0-         -0-      -0-       -0-
Director,
President
and CFO


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<PAGE>
<FN>
----------------------------
(1)     We provide 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 our parent, Rick's Cabaret International, Inc. which owns 93% of our common stock.  Mr. Langan
also receives compensation from Rick's Cabaret International, Inc.

(2)     Our parent, Rick's Cabaret International, Inc. paid Mr. Langan $239,600 as compensation in
fiscal 2001and $175,890 in fiscal 2000, none of which was allocated to us.  In fiscal 1999, $52,000
was allocated to us, and in fiscal 2000, none was allocated to us.
</TABLE>

DIRECTOR COMPENSATION

We do not currently pay any cash director's fees, but we may pay the expenses,
if any, of our directors in attending board meetings.

EMPLOYEE STOCK OPTION PLAN

We do not presently have a stock option plan in place and we have no present
intention to implement such a plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information at December 3, 2001, with
respect to the beneficial ownership of shares of common stock by (i) each person
known to us who owns beneficially more than 5% of the outstanding shares of
Common Stock, (ii) each of our Directors, (iii) each of our executive officers
and  (iv) all of our executive officers and directors as a group.  Rick's
Cabaret International, Inc. has sole voting and investment power with respect to
the shares shown as beneficially owned by it.  As of December 3, 2001, there
were approximately 4,310,012 shares of our common stock outstanding.

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

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

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

All directors and officers as
a  group  (one  person)                    -0-      Common Stock     0.0%

------------------------
(1)     Mr.  Langan is a Director and President of our parent, Rick's Cabaret
International, Inc.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

In December 1997, we entered into an Asset Purchase Agreement (the  "Enigma
Agreement") with The Enigma Group, Inc. ("Enigma") which provided for the
acquisition by us 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


                                       10
<PAGE>
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, we
paid to Enigma 350,000 shares of our common stock valued at $1.00 per share.
The Enigma Agreement was the result of negotiations between Enigma and us and
was based on numerous factors including our estimate of the value of the Enigma
Location and the Personal Property.  However, no appraisal was done.   Eric
Langan, our Director, and Stephen E. Fischer, a former Director of ours,
controlled Enigma.

The lessee of the Enigma Location was Atcomm Services, Inc. ("Atcomm"), which
operated an adult entertainment business.  In December 1997, we, through our
wholly owned subsidiary Broadstreets Cabaret, Inc. ("Broadstreets"), entered
into an Asset Purchase Agreement with Atcomm which provided for the acquisition
by us 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 Atcomm
and us was based on numerous factors including our 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 ours.

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

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

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

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

          None.

(b)  Reports on Form 8-K.

          We filed a report dated September 10, 2001 on Form 8-K filed September
18, 2001 reporting Item 5 Other Events.


                                       11
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES

                          AUDITED FINANCIAL INFORMATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            PAGE
                                                                            ----

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

Consolidated Balance Sheets for the years ended
     September 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . .   F-3

Consolidated Statements of Income for the years ended
     September 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . .   F-4

Consolidated Statements of Changes in Stockholders' Equity
     for the years ended September 30, 2001 and 2000 . . . . . . . . . . .   F-5

Consolidated Statements of Cash Flows for the years ended
     September 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . .   F-6

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


<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, 2001 and
2000,  and  the  related  consolidated  statements  of  income,  changes  in
stockholders'  equity  and  cash flows for the years then ended. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the consolidated financial position of Taurus
Entertainment  Companies,  Inc.  and  subsidiaries  as of September 30, 2001 and
2000, 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 9, 2001


<PAGE>
<TABLE>
<CAPTION>
                     TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS
                                  SEPTEMBER 30, 2001 AND 2000


                                            ASSETS


                                                                        2001          2000
                                                                    ------------  ------------
<S>                                                                 <C>           <C>
Current assets:
  Cash                                                              $    94,660   $    35,184
  Accounts receivable                                                    37,637        36,413
  Inventory                                                                 566         2,276
  Prepaid expenses                                                       10,701         4,510
  Land held for sale                                                    200,000       200,000
                                                                    ------------  ------------
    Total current assets                                                343,564       278,382
                                                                    ------------  ------------

Property and equipment:
  Buildings, land and leasehold improvements                          1,686,696     1,678,915
  Furniture and equipment                                               264,221       230,186
                                                                    ------------  ------------
                                                                      1,950,917     1,909,101

  Less accumulated depreciation                                        (212,726)     (146,740)
                                                                    ------------  ------------

                                                                      1,738,191     1,762,362
                                                                    ------------  ------------

Other assets - note receivable                                          105,902       139,839
                                                                    ------------  ------------
                                                                    $ 2,187,657   $ 2,180,583
                                                                    ============  ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt (Note 3)                        $   147,338   $   335,955
  Payable to Parent                                                     333,214       197,324
  Accounts payable - trade                                               75,337        75,173
  Accrued expenses                                                       42,544        46,391
                                                                    ------------  ------------
    Total current liabilities                                           598,433       654,843

Long-term debt, less current portion (Note 3)                           463,281       610,619
                                                                    ------------  ------------

        Total liabilities                                             1,061,714     1,265,462
                                                                    ------------  ------------

Commitments and contingencies (Note 6)                                        -             -


Stockholders' equity:
  Preferred stock - $.10 par, authorized
    10,000,000 shares; none issued and outstanding                            -             -
  Common stock - $.01 par, authorized 20,000,000 shares;
     issued and outstanding 4,310,012 shares and 4,305,012 shares         4,310         4,305
  Additional paid-in capital                                          4,026,428     4,026,383
  Retained earnings (deficit)                                        (2,904,795)   (3,115,567)
                                                                    ------------  ------------
    Total stockholders' equity                                        1,125,943       915,121
                                                                    ------------  ------------
                                                                    $ 2,187,657   $ 2,180,583
                                                                    ============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


                                             2001         2000
                                          -----------  -----------
<S>                                       <C>          <C>
Revenues:
  Sales of alcoholic beverages            $        -   $        -
  Sales of non-alcoholic beverages           181,393      157,518
  Service revenues                         1,322,623    1,338,669
  Other                                       34,807       13,271
                                          -----------  -----------

                                           1,538,823    1,509,457
                                          -----------  -----------

Operating expenses:
  Cost of goods sold                          91,455       97,557
  Salaries and wages                         323,772      304,182
  Other general and administrative:
    Taxes and permits                        148,112      166,028
    Charge card fees                           4,225        4,476
    Legal and accounting                      82,582       40,251
    Advertising                               65,467      124,734
    Other                                    529,889      543,424
                                          -----------  -----------

                                           1,245,502    1,280,653
                                          -----------  -----------

Income from operations                       293,321      228,804
  Interest expense                           (82,549)    (133,487)
  Vendors' concessions                             -      262,486
  Gain on sale of assets                           -      181,840
  Other                                            -        9,594
                                          -----------  -----------
Net income                                $  210,772   $  549,238
                                          ===========  ===========

Basic net income (loss) per common share  $     0.05   $     0.13
                                          ===========  ===========

Weighted average shares outstanding        4,310,012    4,305,012
                                          ===========  ===========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                 TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


                                Common Stock
                             -------------------  Additional   Retained
                             Number of             Paid-in     Earnings
                              Shares     Amount    Capital     (Deficit)      Total
                             ---------  --------  ----------  ------------  ----------
<S>                          <C>        <C>       <C>         <C>           <C>

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

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

Balance, September 30, 2000  4,305,012     4,305   4,026,383   (3,115,567)     915,121

Issuance of common shares        5,000         5          45            0           50

Net income                           -         -           -      210,772      210,772
                             ---------  --------  ----------  ------------  ----------
Balance, September 30, 2001  4,310,012  $  4,310  $4,026,428  $(2,904,795)  $1,125,943
                             =========  ========  ==========  ============  ==========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

                                                    2001        2000
                                                 ----------  ----------
<S>                                              <C>         <C>
Net income                                       $ 210,772   $ 549,238

Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation and amortization                     65,989      65,000
  Issuance of common shares for expense                 50           -
  Vendors' concessions                                   -    (262,486)
  Gain on sale of assets                                 -    (181,840)
  Changes in assets and liabilities:
    Accounts receivable                             (1,224)    (30,159)
    Inventory                                        1,710      (2,276)
    Prepaid expenses and other assets               27,746      38,572
    Accounts payable and accrued liabilities        (3,686)     79,304
                                                 ----------  ----------
      Net cash provided by operating activities    301,357     255,353
                                                 ----------  ----------

Cash flows from investing activities:
  Additions to property and equipment              (41,816)   (135,912)
  Proceeds from sale of assets                           -     240,136
                                                 ----------  ----------
      Net cash provided by investing activities    (41,816)    104,224
                                                 ----------  ----------

Cash flows from financing activities:
  Increase in notes payable and long-term debt           -     228,150
  Payments on long-term debt                      (335,955)   (696,158)
  Increase (decrease) in loan from Parent          135,890     129,840
                                                 ----------  ----------
      Net cash used by financing activities       (200,065)   (338,168)
                                                 ----------  ----------

Net increase (decrease) in cash                     59,476      21,409

Cash at beginning of year                           35,184      13,775
                                                 ----------  ----------

Cash at end of year                              $  94,660   $  35,184
                                                 ==========  ==========

Cash paid during the period for:
  Interest                                          82,549     133,487
                                                 ==========  ==========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-6
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000

1.   ORGANIZATION

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

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Basis  of  Presentation

     The Company's financial statements have been presented on the basis that it
     is  a  going  concern, which contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business. The financial
     statements  do  not  include  any  adjustments  that  might result from the
     outcome  of  this  uncertainty.  The Company is reporting a working capital
     deficit  of  $254,869  and  has  an  accumulated  deficit  of  2,904,795 at
     September  30,  2001.

     The Company has become profitable in the years ended September 30, 2001 and
     2000 and management believes it has implemented plans that will ensure that
     the  Company  will  continue  to be profitable. Additionally, funds will be
     generated  by  sale  of  the  land  held  for  sale.

     Principles  of  Consolidation

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

     Inventories

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


                                      F-7
<PAGE>
              TAURUS ENTERTAINMENT COMPANIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Net  Income  Per  Common  Share

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

     Use  of  Estimates  and  Assumptions

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

     Cash  Equivalents

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

     Property  and  Equipment

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

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

     Revenue  Recognition

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


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

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Land  Held  for  Sale

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

     Income  Taxes

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

3.   LONG-TERM  DEBT

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

<TABLE>
<CAPTION>
                                                             2001        2000
                                                          ----------  ----------
<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.             $  54,512   $  54,860

 Note payable to partnership maturing July 2007,
 due in monthly installments of $653 including principal
 and interest at 12%; secured by real estate.                61,813      62,207

 Note payable to partnership maturing July 2007,
 due in monthly installments of $309 including principal
 and interest at 12%; secured by real estate.                29,404      29,567

 Note payable to individual maturing March 2006,
 due in monthly installments of $2,573, plus interest at
 9.25%; secured by real estate.                             303,023     305,732

 Note payable to corporation maturing April 2002,
 due in monthly installments of $13,758 including
 principal and interest at 10%; secured by real estate.     138,295     281,682


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

3.   LONG-TERM  DEBT  (CONTINUED)

                                                             2001        2000
                                                          ----------  ----------

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

 Note payable to a finance company, payable $597 per
 month including interest at 9.9%, collateralized by
 equipment                                                   23,572      28,150
                                                          ----------  ----------
                                                            610,619     946,574
 Less current maturities                                   (147,338)   (335,955)
                                                          ----------  ----------
                                                          $ 463,281   $ 610,619
                                                          ==========  ==========
</TABLE>

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

          2002      $      147,338
          2003              22,151
          2004              11,020
          2005             290,953
          2006             139,157

4.   FIRE  DAMAGE

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

5.   INCOME  TAXES

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

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


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

6.   COMMITMENTS  AND  CONTINGENCIES

     Leases

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

          2001      $        13,536
          2002               14,382
          2003               15,228
          2004                7,914

     Concentration  of  Credit  Risk

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

     Fair  Value  of  Financial  Instruments

     The  following  disclosure  of  the  estimated  fair  value  of  financial
     instruments  is  made  in accordance with the requirements of SFAS No. 107,
     Disclosures  about  Fair Value of Financial Instruments. The estimated fair
     value  amounts  have been determined by the Company, using available market
     information  and  appropriate  valuation  methodologies.

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

     Litigation

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


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

6.   COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     Sexually  Oriented  Business  Ordinance  of  Houston,  Texas

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

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

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

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

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

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


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

6.   COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     these  aspects of the Houston, Texas Ordinance. In the event that the court
     appeal is unsuccessful, such an outcome could have an adverse impact on the
     Company.

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


7.   RELATED  PARTY  TRANSACTIONS

     The  Company was allocated $300,000 in management fees expenses during each
     of  the  years ended September 30, 2001 and 2000 (included in other general
     and  administrative  expenses).

8.   OTHER  INCOME

     Vendors'  concessions  during 2000 of approximately $263,000 represents the
     writeoff  of old outstanding accounts payable which the Company believes is
     no  longer  owed  to  certain  third  parties.


                                      F-13
<PAGE>
                                   SIGNATURES

In accordance with the requirements of Section 13 of 15(d) of the Exchange Act,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on December 17, 2001.

               TAURUS ENTERTAINMENT COMPANIES, INC.




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


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


SIGNATURE                  TITLE                               DATE



________________________
/s/ Eric Langan

    Eric Langan           Director, Chairman of the Board,     December 17, 2001
                          Chief Executive Officer, President
                          And  Chief  Financial  Officer


                                       12
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