- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-QSB AMENDMENT NO. 1
_________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934; For the Quarterly Period Ended: December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000-08835
TAURUS ENTERTAINMENT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
formerly TAURUS PETROLEUM, INC.
Colorado 84-0736215
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
16770 Hedgecroft, Suite 714
Houston, Texas 77060
(Address of principal executive offices, including zip code)
(281) 820-1181
(Registrant's telephone number, including area code)
Check whether the issuer (1) 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 (2)
has been subject to such filing requirements for the past 90 days.Yes [x] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
At February 18, 1998, approximately 3,840,141 shares of post-reverse stock
split common stock, $.001 par value, were outstanding.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [x]
<PAGE>
TAURUS ENTERTAINMENT COMPANIES, INC.
CONTENTS
--------
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements (Unaudited)
Balance Sheet as of December 31, 1997
Statement of Operations --
Three months ended December 31, 1997 and 1996
Statement of Changes in Stockholders Equity --
Three months ended December 31, 1997
Statement of Cash Flow --
Three months ended December 31, 1997 and 1996
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II - OTHER INFORMATION
- ------------------------------
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Events
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
- ----------
<PAGE>
TAURUS ENTERTAINMENT COMPANIES, INC.
AMENDED QUARTERLY REPORT ON FORM 10-QSB
INDEX
-----
PART I. FINANCIAL INFORMATION
Item I. Financial Statements (unaudited)
Balance Sheet - December 31, 1997
Statement of Operations -
Three Months Ended December 31, 1997 and 1996
Statement of Changes in Stockholders' Equity
Three Months Ended December 31, 1997
Statement of Cash Flows -
Three Months Ended December 31, 1997 and 1996
Notes to Unaudited Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
BALANCE SHEET
-------------
(UNAUDITED)
DECEMBER 31, 1997
-----------------
ASSETS
- ------
<S> <C>
Current Assets:
Cash. . . . . . . . . . . . . . . $ 16,370
Trade receivables . . . . . . . . 12,248
Employee and stockholder advances 9,479
Accounts receivable - other . . . 2,876
Notes receivable. . . . . . . . . 32,131
Inventory . . . . . . . . . . . . 6,500
Prepaid rent. . . . . . . . . . . 4,500
-----------
Total Current Assets. . . . . 84,104
-----------
Property and Equipment:
Buildings . . . . . . . . . . . . 907,195
Furniture and fixtures. . . . . . 305,705
Equipment . . . . . . . . . . . . 88,629
Accumulated depreciation. . . . . (134,593)
-----------
1,166,936
Land. . . . . . . . . . . . . . . 762,732
-----------
Total Property and Equipment. 1,929,668
-----------
Other Assets:
Other . . . . . . . . . . . . . . 54,400
-----------
Total Other Assets. . . . . . 54,400
-----------
Total Assets. . . . . . . . . $2,068,172
===========
<FN>
The following notes are an integral part of these unaudited financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
BALANCE SHEET
-------------
(UNAUDITED)
DECEMBER 31, 1997
-----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
<S> <C>
Current Liabilities:
Bank overdraft. . . . . . . . . . . . . . . . $ 23,162
Accounts payable and accrued liabilities. . . 72,969
Accounts payable - related party. . . . . . . 14,880
Income taxes payable. . . . . . . . . . . . . 70,527
Notes payable - related party . . . . . . . . 10,770
Current portion of notes payable. . . . . . . 299,040
------------
Total Current Liabilities . . . . . . . . 491,348
------------
Long-term portion of notes payable. . . . . . . 1,371,323
------------
Stockholders' Equity:
Common stock, par value $.001; authorized
20,000,000 shares; 3,840,141 issued and
outstanding shares. . . . . . . . . . . . . 3,676
Additional paid-in capital. . . . . . . . . . 6,644,325
Accumulated deficit (since date of
reorganization in November 1994). . . . . . (6,359,927)
Less treasury stock, 1,179 shares at cost . . . (82,573)
------------
Total Stockholders' Equity. . . . . . . . . 205,501
------------
Total Liabilities and Stockholders' Equity. $ 2,068,172
============
<FN>
The following notes are an integral part of these unaudited financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
STATEMENT OF OPERATIONS
-----------------------
(UNAUDITED)
For the
Three Months Ended
December 31,
--------- ------------
1997 1996
--------- ------------
<S> <C> <C>
Operating Revenue:
Cover charge revenue. . . . . $ -- $ --
Bar and food sales revenue. . -- --
Floor fee revenue . . . . . . -- --
Other revenue . . . . . . . . -- 147
--------- ------------
Total Operating Revenues. . -- 147
--------- ------------
Operating Expenses:
Costs of sales. . . . . . . . -- --
General and administrative. . 15,363 --
Salaries and wages. . . . . . -- --
Contract labor. . . . . . . . -- --
Rent and utilities. . . . . . - --
Taxes and insurance . . . . . -- --
Advertising . . . . . . . . . -- --
Legal and professional. . . . 35,017 --
Depreciation and amortization -- --
--------- ------------
Total Operating Expenses. . 50,380 --
--------- ------------
Loss from operations. . . . . . (50,380) --
Other income (expense):
Interest expense. . . . . . . -- --
--------- ------------
Loss before income tax expense (50,380) --
Income tax expense. . . . . . . - --
--------- ------------
Net loss. . . . . . . . . . . . $(50,380) $ (850)
========= ============
Net loss per common share:
Basic and diluted . . . . . $ (0.25) $ (0.00)
========= ============
Weighted average number of
common shares outstanding:
Basic and diluted . . . . . 201,026 60,307,749
========= ============
<FN>
The following notes are an integral part of these unaudited financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
--------------------------------------------
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997
--------------------------------------------
(UNAUDITED)
Total
Additional Less Stockholders'
Common Stock Paid-In Accumulated Treasury (Deficit)
-----------------------
Shares Amount Capital Deficit Stock Equity
------------ --------- -------------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1997 . 60,307,749 $ 60,307 $ 3,112,694 $ (3,131,084) $ (82,573) $ (40,656)
Reverse stock split . . . . . (60,106,723) (60,106) 60,106 -- -- --
Issuance of common shares . . 100,000 100 99,900 -- -- 100,000
Shares issued in exchange for
asset acquired. . . . . . . 3,375,000 3,375 3,371,625 -- -- 3,375,000
Deemed dividend . . . . . . . -- -- -- (3,178,463) -- (3,178,463)
Net loss. . . . . . . . . . . -- -- -- (50,380) -- (50,380)
------------ --------- -------------- ------------- ---------- -------------
Balance, December 31, 1997. . 3,676,026 $ 3,676 $ 6,644,325 $ (6,359,927) $ (82,573) $ 205,501
============ ========= ============== ============= ========== =============
<FN>
The following notes are an integral part of these unaudited financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
STATEMENT OF CASH FLOWS
-----------------------
(UNAUDITED)
For the
Three Months Ended
December 31,
------------------
1997 1996
---------- ------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss . . . . . . . . . . . . . . . . . $ (50,380) $(850)
Adjustments to reconcile net loss to
net cash used in operations:
Depreciation and depletion . . . . . . -- --
Increase in receivables. . . . . . . . -- --
Increase in prepaid expenses . . . . . -- --
Increase in accounts payable . . . . . (34,047) --
Increase in current portion of
notes payable. . . . . . . . . . . . . -- --
---------- ------
Net cash provided by (used in) operating
activities . . . . . . . . . . . . . . (84,427) (850)
Cash Flows from Investing Activities:
Acquisition of property and equipment. . . -- --
Increase in other assets . . . . . . . . . -- --
---------- ------
Net cash provided by (used in) investing
activities . . . . . . . . . . . . . . -- --
---------- ------
Cash Flows from Financing Activities:
Proceeds from sale of common stock . . . . (100,000) --
Capital contributions, net . . . . . . . . -- 850
---------- ------
Net cash from financing activities . . . (100,000) 850
---------- ------
Net increase (decrease) in cash. . . . . 15,573 --
Cash and cash equivalents:
Beginning of period. . . . . . . . . . . . 797 156
---------- ------
End of period. . . . . . . . . . . . . . . $ 16,370 $ 156
========== ======
Supplemental disclosure of cash
flow information:
Cash paid during the period
for interest . . . . . . . . . . . . . $ -- $ --
========== ======
<FN>
The following notes are an integral part of these unaudited financial statements.
</TABLE>
<PAGE>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997
------------------
(UNAUDITED)
NOTE 1 - GENERAL
- -------------------
The accounting policies followed by Taurus Entertainment Companies, Inc. (the
"Company"), formerly named Taurus Petroleum, Inc., are set forth in the notes to
the Company's audited financial statements in the report on Form 10-K filed for
the year ended September 30, 1997, which is incorporated herein by reference.
Such policies have been continued without change. Also, refer to the notes with
those financial statements for additional details of the Company's financial
condition, results of operations and cash flows. All material items included in
those notes have not changed except as a result of normal transactions in the
interim, or as disclosed within this report. Any and all adjustments are of a
"normal recurring nature".
In the opinion of management, the accompanying interim unaudited financial
statements contain all adjustments necessary to present fairly the Company's
financial position as of December 31, 1997, and the results of operations and
cash flows for the three month periods ended December 31, 1997 and 1996.
NOTE 2 - ACQUISITION OR DISPOSITION OF ASSETS
- ----------------------------------------------------
On December 31, 1997, Taurus Entertainment Companies, Inc. (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") which is the
existing location of Broadstreets Cabaret, an adult entertainment cabaret
("Broadstreets Cabaret"); (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. Plus, the Company assumed approximately $578,000 of
debt associated with the real estate. 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 and Stephen E. Fischer, directors of the
Company, controlled Enigma. Mr. Langan and Mr. Fischer abstained from voting on
this transaction.
<PAGE>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997
------------------
(UNAUDITED)
NOTE 2 - ACQUISITION OR DISPOSITION OF ASSETS (CONTINUED)
- ----------------------------------------------------------------
The lessee of the Enigma Location is Atcomm Services, Inc. ("Atcomm"), which
operates Broadstreets Cabaret. 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. The Company
intends to continue to operate the adult nightclub 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. 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 was owned by the son of
Stephen E. Fischer, a director of the Company. Mr. Fischer abstained on voting
on this transaction.
On 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 owns options to purchase real estate in Austin,
Texas and San Antonio, Texas, at which the Company contemplates operating adult
entertainment businesses.
<PAGE>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997
------------------
(UNAUDITED)
NOTE 2 - ACQUISITION OR DISPOSITION OF ASSETS (CONTINUED)
- ----------------------------------------------------------------
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. Mr. Langan abstained on voting on this transaction.
On December 31, 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 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. The
Company intends to continue operating XTC as an adult entertainment business.
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,
Chairman of the Board of the Company and Mitchell White, director of the
Company, are the sole stockholders of XTC. Messrs. Langan and White abstained
on voting on this transaction.
<PAGE>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997
------------------
(UNAUDITED)
NOTE 2 - ACQUISITION OR DISPOSITION OF ASSETS (CONTINUED)
- ----------------------------------------------------------------
Each of the aforementioned acquired businesses has common ownership with the
Company as noted. The transaction was accounted for using the purchase method
as follows:
<TABLE>
<CAPTION>
Atcomm
Services, Inc The
d/b/a Enigma Citation XTC
Broadstreets Group, Land, Cabaret,
Cabaret Inc. LLC Inc. Total
-------------- ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
Assets . . . . . . . . . . $ 6,500 $ 868,269 $ 1,123,943 $ 197,119 $ 2,195,831
Liabilities. . . . . . . . -- (578,665) (1,025,210) (170,419) (1,774,294)
-------------- ---------- ------------ ---------- ------------
Net tangible assets. . . 6,500 289,604 98,733 26,700 421,537
-------------- ---------- ------------ ---------- ------------
Consideration Paid:
Issuance of note payable 225,000 -- -- -- 225,000
Common stock issued
at $1 per share . . . -- 350,000 2,500,000 525,000 3,375,000
-------------- ---------- ------------ ---------- ------------
Total Consideration. . . 225,000 350,000 2,500,000 525,000 3,600,000
-------------- ---------- ------------ ---------- ------------
Dividend paid to
shareholders . . . . . . $ 218,500 $ 60,396 $ 2,401,267 $ 498,300 $ 3,178,463
============== ========== ============ ========== ============
</TABLE>
Treatment of the excess cash consideration paid for the acquired businesses is
accounted for as a deemed dividend in accordance with generally accepted
accounting principles. Goodwill was not recorded since this transaction was
consummated with related parties and this treatment would have constituted a
step-up in basis. The transaction is reflected in the financial statements on
the date the transaction occurred of December 31, 1997, in accordance with
generally accepted accounting principles.
NOTE 3 - STOCKHOLDERS' EQUITY
- ---------------------------------
In November 1997, the Company's 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, the Company authorized
10,000,000 shares of preferred stock.
<PAGE>
TAURUS ENTERTAINMENT COMPANIES, INC.
------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997
------------------
(UNAUDITED)
NOTE 4 - GOING CONCERN
- --------------------------
These financial statements have been prepared on the "going concern" basis,
which presumes that the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future.
The Company's continuation as a "going concern" is dependent on the
establishment of profitable operations, and upon either the continued financial
support of its principal shareholders or upon the ability of the Company to
raise additional capital. Management is pursuing various options to attract
capital, including infusions of cash and mergers. The outcome of these matters
cannot be predicted at this time. These financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that
might be necessary should the Company be unable to continue in business.
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
GENERAL
In December 1997 the Company entered into the Adult Entertainment Industry
through the acquisition of two nude cabarets and one topless cabaret in Houston,
Texas and one nude cabaret in Austin, Texas. Prior to this period the Company
had divested all of its assets and was effectively a "shell company" with no
existing operation.
RESULTS OF OPERATIONS
Total operating revenues was $0 for the first quarter ended December 31, 1997
compared to $147 in the first quarter ended December 31, 1996.
Cost of goods sold was $0 for the first quarter ended December 31, 1997 compared
with $0 for the first quarter ended December 31, 1996.
General and administrative costs were $50,380 for the first quarter of fiscal
1998 compared to $0 for the same period in 1997. The increase is due to the
acquisition of several Adult Entertainment establishments, the costs associated
with the annual shareholders meeting and the reverse stock split.
Net Losses for the first quarter of fiscal 1998 were ($50,380) compared to
losses of ($850) for the first quarter of fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997 the Company has working capital deficit of $407,244
compared to working capital deficit of $29,844 at December 31, 1996. The
decrease in working capital is due primarily to the Company's investment in the
acquisition of property and equipment.
In the opinion of the management, working capital is not a true indication of
the status of the Company, due to the short cycle of liquidity, which results in
the realization of cash within no more than five (5) days after culmination of a
transaction.
Net cash used in operating activities in the first three months of fiscal 1998
was $84,427 compared to net cash used of $0 for the same period in fiscal 1997.
The increase in the usage of cash provided by operating activities was due
primarily to certain general and administrative expenses that were associated
with the Annual Shareholders Meeting and the Company's reverse stock split.
Net cash used in investing activities was $0. Cash provided by financing
activities was $100,000 due primarily to proceeds from issuance of common
stocks.
The Company has not established lines of credit other than the existing debts,
therefore, there can be no assurance that the Company will be able to obtain
additional financing on reasonable terms, if at all.
The adult entertainment business is highly competitive with respect to price,
service and location, as well as the professionalism of the entertainment. The
Company's clubs in Houston compete with a number of locally-owned adult cabaret,
some of whose names enjoy recognition that equals that of the Company's.
Although the Company believes that it is well positioned to compete successfully
in the future, there can be no assurance that the Company's clubs will be able
to maintain their high level of name recognition and prestige within the
marketplace.
ANTICIPATED INCREASE IN REVENUES
The Company further anticipates revenues to increase as a result of the purchase
of two nude clubs and a topless cabaret in Houston, Texas as disclosed in the
Company's Form 8-K dated December 31, 1997 which was filed on January 15, 1998.
The Company believes it will be profitable in the second quarter of 1998 as a
result of an anticipated increase in revenue and the reduction of certain
General and Administrative expenses in the first fiscal quarter of 1998 that
were associated with the Annual Shareholders Meeting and the Company's reverse
stock split.
SPECIAL NOTE REGARDING FORWARD LOOKING INFORMATION
The management Discussion and Analysis contains various " forward looking
statements" which represent the Company's expectations of beliefs concerning
future events and involves a number of risks and uncertainties. Important
factors that could cause actual results to differ materially from those
indicated include risk and uncertainties relating to the continuation of
operations and/or the anticipated increase in future revenues.
<PAGE>
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on November 24,
1997.
(a) A new Board of five Directors was elected consisting of Eric Langan,
Stephen E. Fischer, Mitchell White, Christopher N. Curnow and Michael Thurman.
No other directors continued in office.
Director For
- -------- ---
Eric Langan 46,608,969
Stephen E. Fischer 46,608,969
Mitchell White 46,608,969
Christopher N. Curnow 46,608,969
Michael Thurman 46,608,969
(b) The Shareholders voted to change the name of the Company to Taurus
Entertainment Companies, Inc.
For Against Abstain
- --- ------- -------
46,609,475 1,464 374
(c) The Shareholders voted to effectuate a one share for 300 shares (1 :
300) reverse stock split of the issued and outstanding shares of common stock of
the Company.
For Against Abstain
- --- ------- -------
46,609,751 4,377 1,377
(d) The Shareholders voted to reduce the number of the Company's authorized
shares of common stock par value $0.001 to 20,000,000 shares.
For Against Abstain
- --- ------- -------
46,609,111 4,896 1,498
(e) The Shareholders voted to authorize 10,000,000 shares of Preferred Stock
of the Company.
For Against Abstain
- --- ------- -------
46,605,840 4,170 1,281
II-1
<PAGE>
(f) The Shareholders voted to ratify the selection of Simonton, Kutac &
Barnidge L.L.P., Certified Public Accountants as the Company's independent
auditor for the fiscal year ending 1997.
For Against Abstain
- --- ------- -------
46,609,929 434 928
Item 5. OTHER EVENTS
During December 1997, the Company acquired two nude cabarets and one
topless bar in Houston, Texas, and one nude bar in Austin, Texas. The nude
cabarets in Houston operate under the name XTC Cabaret, while the Houston
topless bar, located near George Bush Intercontinental Airport, operates under
the name Broadstreets Cabaret. The Austin nude bar operates under the name of
XTC Cabaret. In addition to owning these cabaret operations, the Company also
owns and manages the related real estate at three of its four locations. The
Company filed a Current Report on Form 8-K on January 15, 1998 reporting these
acquisitions.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation SB
(2) Exhibit 27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TAURUS ENTERTAINMENT COMPANIES, INC.
Date: May 28, 1998 By: /s/ Eric Langan
------------------------
Eric Langan, Chairman and
Chief Accounting Officer
II-2
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-10-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 16
<SECURITIES> 0
<RECEIVABLES> 12
<ALLOWANCES> 0
<INVENTORY> 7
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0
0
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</TABLE>
