RICKS CABARET INTERNATIONAL INC
10QSB, 2000-05-15
EATING & DRINKING PLACES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                            --------------------------
                                   FORM 10-QSB
                              --------------------


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934;  For  the  Quarterly  Period  Ended:  March  31,  2000

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

Commission  File  Number:  0-26958

                       RICK'S CABARET INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

               Texas                                           76-0458229
    (State or other jurisdiction                              IRS Employer
  of incorporation or organization)                         Identification  No.)

                            505 North Belt, Suite 630
                              Houston, Texas 77060
          (Address of principal executive offices, including zip code)

                                 (281) 820-1181
              (Registrant's telephone number, including area code)

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  [X]  No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

On  May  9,  2000,  there were 3,699,178 shares of common stock, $.01 par value,
outstanding.

Transitional  Small  Business  Disclosure  Format  (check  one);  Yes [ ] No [X]


<PAGE>
                       RICK'S CABARET INTERNATIONAL, INC.

                                    CONTENTS
                                    --------

PART  I  -  FINANCIAL  INFORMATION
- ----------------------------------

Item  1.  Financial  Statements

          Consolidated  Balance  Sheets  as  of  March  31, 2000 (unaudited) and
          September  30,  1999  (audited)

          Consolidated Statements of Operations  for  the  three  and six months
          ended  March  31,  2000  and  1999  (unaudited)

          Consolidated  Statements  of Cash Flows for the six months ended March
          31,  2000 and  1999  (unaudited)

          Notes  to  Consolidated  Financial  Statements

Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results  of  Operations



PART  II  -  OTHER  INFORMATION
- -------------------------------

Item  1.  Legal  Proceedings

Item  2.  Changes  in  Securities

Item  5.  Other  Events

Item  6.  Exhibits  and  Reports  on  Form  8-K

Signatures


<PAGE>
                         PART I - FINANCIAL INFORMATION

Item  1.  Financial  Statements

<TABLE>
<CAPTION>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------


                                                3/31/2000      9/30/99
                                               (UNAUDITED)    (AUDITED)
<S>                                            <C>          <C>
CURRENT ASSETS
  Cash                                         $   390,646   $   378,161
  Accounts receivable                              309,793       225,565
  Prepaid expenses                                 158,864       102,031
  Inventories                                      122,579       115,773
  Land held for sale                               200,000       200,000
                                               ------------  ------------

    Total current assets                         1,181,882     1,021,530
                                               ------------  ------------

PROPERTY AND EQUIPMENT
  Buildings, land and leasehold improvements     8,519,711     8,324,297
  Furniture & equipment                          1,625,170     1,569,767
                                               ------------  ------------

                                                10,144,881     9,894,064

  Accumulated depreciation                      (1,517,966)   (1,340,343)
                                               ------------  ------------

                                                 8,626,915     8,553,721
                                               ------------  ------------

OTHER ASSETS
  Goodwill less accumulated amortization         2,757,311     2,839,745
  Other                                            184,740       223,141
                                               ------------  ------------

                                                 2,942,051     3,062,886
                                               ------------  ------------

                                               $12,750,848   $12,638,137
                                               ============  ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


                                            3/31/2000      9/30/99
                                           (UNAUDITED)    (AUDITED)
<S>                                        <C>          <C>
CURRENT LIABILITIES
  Current portion of long term debt        $   323,478   $   375,622
  Accounts payable - trade                     451,948       514,447
  Accrued expenses                             324,983       115,752
                                           ------------  ------------

    Total current liabilities                1,100,409     1,005,821

LONG TERM DEBT, LESS CURRENT PORTION

  Long-term debt less current portion        4,120,525     4,282,777
                                           ------------  ------------

  Total Liabilities                          5,220,934     5,288,598
                                           ------------  ------------

COMMITMENTS AND CONTINGENCIES                      ---           ---

MINORITY INTERESTS                              26,778        34,247

STOCKHOLDERS' EQUITY
  Preferred stock - $.10 par, authorized
    1,000,000shares; none outstanding              ---           ---
  Common stock - $.01 par, authorized
    15,000,000 shares
    issued 3,699,178 and 3,613,678              36,992        36,137
  Additional paid in capital                 9,943,550     9,727,309
  Retained earnings (deficit)               (2,477,406)   (2,448,154)
                                           ------------  ------------

      Total stockholder's equity             7,503,136     7,315,292
                                           ------------  ------------

                                           $12,750,848   $12,638,137
                                           ============  ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                             RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF OPERATIONS
                                                 (UNAUDITED)

                                            FOR  THE  THREE  MONTHS     FOR  THE SIX MONTHS
                                                  ENDED  MARCH  31,       ENDED  MARCH  31,
                                                  2000        1999          2000         1999
<S>                                         <C>          <C>            <C>          <C>
REVENUES
  Sales                                     $2,841,515   $3,096,483     $5,559,690   $6,414,452
                                            -----------  -----------    -----------  -----------

OPERATING EXPENSES
  Cost of goods sold                           467,679      402,846        831,458      890,705
  Salaries and wages                           988,057      965,646      1,898,213    1,970,589
  Other general and administrative
      Taxes and permits                        435,156      503,355        840,657      792,051
      Charge card fees                          39,961       34,982         79,046       92,489
      Rent                                      15,235      132,879         26,725      268,034
      Legal and accounting                     173,988      185,689        286,054      327,797
      Advertising                              210,737      112,231        408,142      310,654
      Other                                    527,070      566,868      1,021,472    1,144,339
                                            -----------  -----------    -----------  -----------
                                             2,857,883    2,904,496      5,391,767    5,796,658
                                            -----------  -----------    -----------  -----------
INCOME/(LOSS) FROM OPERATIONS                  (16,368)     191,987        167,923      617,794

  Interest Expense                            (104,834)    (167,182)      (213,511)    (310,426)
  Interest Income                                7,924          145         16,336          656
  Loss on Termination of Lease                       0     (219,780)             0     (219,780)
  Gain on Sale of Subsidiary                         0      347,991              0      347,991
                                            -----------  -----------    -----------  -----------

NET INCOME/(LOSS) BEFORE                      (113,278)     153,161        (29,252)     436,235
  EXTRAORDINARY ITEM

EXTRAORDINARY ITEM
  Gain on Fire Damage                                0      256,592              0      256,592
                                            -----------  -----------    -----------  -----------

NET INCOME/(LOSS)                           $ (113,278)  $  409,753     $  (29,252)  $  692,827
                                            ===========  ===========    ===========  ===========

BASIC NET INCOME (LOSS) PER COMMON SHARE:
  INCOME (LOSS) BEFORE
   EXTRAORDINARY ITEM                       $    (0.03)  $     0.05     $    (0.01)  $     0.13
  EXTRAORDINARY ITEM                              0.00         0.08           0.00         0.08
                                            -----------  -----------    -----------  -----------
  NET INCOME (LOSS)                         $    (0.03)  $     0.13     $    (0.01)  $     0.21
                                            ===========  ===========    ===========  ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING                                  3,683,845    3,273,727      3,648,761    3,263,727
                                            ===========  ===========    ===========  ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                    SIX MONTHS ENDED MARCH 31, 2000 AND 1999


                                                      2000         1999
                                                   (UNAUDITED)  (UNAUDITED)
<S>                                                <C>          <C>
NET INCOME/(LOSS)                                  $  (29,252)  $  692,827

ADJUSTMENTS TO RECONCILE NET
  LOSS TO NET CASH PROVIDED (USED)
  BY OPERATING ACTIVITIES:
    Depreciation and amortization                     260,057      236,013
    Gain on fire damage and disposal of assets              0     (247,865)
    Loss on termination of lease                            0      219,780
    Gain on sale of subsidiary                              0     (347,991)
    Minority Interest                                  (7,469)       8,390
    Changes in assets and liabilities:
        Accounts receivable                           (84,228)    (611,271)
        Prepaid expenses                              (56,833)    (155,360)
        Inventories                                    (6,806)          90
        Other assets                                   38,401       52,747
        Accounts payable and accrued expenses         146,732     (383,583)
                                                    ----------  -----------
    Cash provided (used) by operating expenses        260,602     (536,224)
                                                    ----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to property equipment                  (250,817)    (239,316)
    Proceeds from insurance on fire damage                  0      504,457
    Proceeds from sale of subsidiary                        0    1,057,327
                                                    ----------  -----------
    Cash provided (used) by investing activities     (250,817)   1,322,468
                                                    ----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Common stock issued, less offering costs          217,086            0
    Payments on long-term debt                       (214,386)    (187,904)
                                                    ----------  -----------
    Cash provided (used) by financing activities        2,700     (187,904)
                                                    ----------  -----------

NET (INCREASE) IN CASH                                 12,485      598,340

CASH AT BEGINNING OF PERIOD                           378,161      597,644
                                                    ----------  -----------
CASH AT END OF PERIOD                              $  390,646   $1,195,984
                                                    ==========  ===========

CASH PAID DURING PERIOD FOR:

    Interest                                       $  104,834    $ 167,182
                                                    ==========  ===========
</TABLE>


<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000


1.   BASIS  OF  PRESENTATION

     The  accompanying  unaudited  financial  statements  have  been prepared in
accordance  with  generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B.  They do
not  include  all  information  and  footnotes  required  by  generally accepted
accounting  principles  for  complete  financial statements.  However, except as
disclosed herein, there has been no material change in the information disclosed
in  the  notes to the financial statements for the year ended September 30, 1999
included in the Company's Annual Report on Form 10-KSB filed with the Securities
and  Exchange  Commission.  The interim unaudited financial statements should be
read in conjunction with those financial statements included in the Form 10-KSB.
In  the  opinion  of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results  for  the six months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending September 30,
2000.


2.   SEGMENT  INFORMATION

     In  October  1999,  the  Company  launched  its  web-sites operation.  This
segment  derives  revenues from membership fees, traffic sold, and sale of feeds
to  other  web-site  operators.  Below  is  the  financial  information  on this
segment.  Since  the  web-sites  operation  started in October 1999, there is no
comparison  to  the  previous  year  of  operation.

<TABLE>
<CAPTION>
                         FOR THE THREE MONTHS     FOR THE SIX MONTHS
                         ENDED MARCH 31, 2000    ENDED MARCH 31, 2000
<S>                     <C>                     <C>
REVENUES
  Internet Web-sites    $             133,267   $             183,131
  Clubs operation                   2,708,248               5,376,559
                                -------------            -------------
                        $           2,841,515   $           5,559,690
                                =============            =============

NET INCOME/(LOSS)
  Internet Web-sites    $            (194,724)  $            (270,392)
  Clubs operation                     221,491                 493,466
  Corporate expenses                 (140,045)               (252,326)
                                -------------            -------------
                        $            (113,278)  $             (29,252)
                                =============            =============

PROPERTY & EQUIPMENT
  Internet Web-sites                            $             233,822
  Clubs operation                               $           8,393,033
                                                         -------------
                                                $           8,626,915
                                                         =============
</TABLE>


<PAGE>
Item  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESAULTS  OF  OPERATIONS

     The  following  discussion should be read in conjunction with the Company's
unaudited  consolidated  financial statements and related notes thereto included
in  this  quarterly  report and in the audited consolidated Financial Statements
and  Management's  Discussion and Analysis of Financial Condition and Results of
Operations  contained  in  the Company's 10-KSB for the year ended September 30,
1999.

FORWARD  LOOKING  STATEMENT  AND  INFORMATION

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

GENERAL

     We  currently  own and operate three adult Internet membership web sites at
www.dancerdorm.com and www.amateurdan.com, and www.smutdog.com.  These web sites
                       ------------------
were  launched in October, 1999.  We also own and operate adult nightclubs under
the  name  "Rick's  Cabaret"  and "XTC" which offer live adult entertainment and
restaurant  and  bar  operations.  We  own  and  operate  our  Internet  content
production  studio  and  web site operations center, and two adult nightclubs in
Houston,  Texas.  We  also  own  and  operate adult nightclubs in Austin and San
Antonio,  Texas, and Minneapolis, Minnesota.  We have also entered into a letter
of  intent  to  purchase a third location in Houston with lease on the property.

     In  July,  1999,  we opened a nightclub in San Antonio.  In March, 1999, we
sold  our  New  Orleans  location,  and closed the location of XTC in Houston in
December  1998.

     Our  revenues  are  derived  from  the sale of liquor, beer, wine and food,
cover charges and other income.  We anticipate significant revenue from Internet
operations  to  begin  during fiscal 2000.  Our fiscal year end is September 30.


<PAGE>
RESULTS  OF  OPERATIONS  FOR  THE  THREE  AND SIX MONTHS ENDED MARCH 31, 2000 AS
COMPARED  TO  THE  THREE  AND  SIX  MONTHS  ENDED  MARCH  31,  1999

     For  the  quarter  ended March 31, 2000, the Company had consolidated total
revenues of $2,841,515 compared to consolidated total revenues of $3,096,483 for
the  fiscal  quarter  ended  March  31,  1999,  or  a decrease of $254,968.  The
decrease  in  total  revenues  was  due to sale of the Company's location in New
Orleans,  Louisiana.

     The  cost  of goods sold for the quarter ended March 31, 2000 was 16.46% of
total  revenues  compared  to  13.01% for the quarter ended March 31, 2000.  The
increase was due primarily to the initial costs of our internet operations.  The
cost  of goods sold for the clubs operation for the quarter ended March 31, 2000
was  12.81%.  The management continued its efforts to achieve reductions in cost
of  goods  sold  through improved inventory management.  The Company continues a
program  to  improve  margins  from  liquor  and  food  sales  and  food service
efficiency.

     Payroll  and  related  costs  for  the  quarter  ended  March 31, 2000 were
$988,057  compared  to  $965,646  for  the  quarter  ended  March 31, 1999.  The
increase was a reflection of the additional personnel experienced by the company
as it adds more locations and continue to increase the size and the scope of its
internet  operation.  The  labor cost for the internet operation was $89,053 and
for  the  clubs  operation was $899,004.  Management currently believes that its
labor  and  management  staff  levels  are  of  appropriate  levels.

     Other  selling,  general  and administrative expenses for the quarter ended
March  31,  2000  were  $1,402,147  compared to $1,536,004 for the quarter ended
March  31,  1998.  The  decrease  was  due  to sale of the Company's club in New
Orleans  and  the  removal  of  its  associated  costs.

     Interest expense for the quarter ended March 31, 2000 was $104,834 compared
to  $167,182  for  the quarter ended March 31, 1999.  The decrease was primarily
due  to  the  Company's position in not obtaining new debts, but to aggressively
reduce  its  debt  burden.

     Net  loss for the quarter ended March 31, 2000 was ($113,278) compared to a
net  income  of $409,753 for the quarter ended March 31, 1999.  The decrease was
due  to  the sale of the Company's Louisiana subsidiary and the initial costs of
entering  the  adult  internet  market,  including  set  up  and  development of
www.dancerdorm.com.  Management  currently  believes  that the Company is in the
position  to  be  profitable  in  fiscal  2000.

     For the six months ended March 31, 2000, the Company had consolidated total
revenues of $5,559,690 compared to consolidated total revenues of $6,414,452 for
the  fiscal  six  months  ended  March  31, 1999, or a decrease of $854,762. The
decrease in revenues was due to the sale of the Company's New Orleans, Louisiana
location.

     The  cost  of goods sold for the six months ended March 31, 2000 was 14.96%
of  total  revenues  compared to 13.89% for the six months ended March 31, 1999.
The  increase  was due primarily to the initial costs of our internet operation.
The cost of goods sold for the club operation for the six months ended March 31,
2000 was 12.90%.  Management continued its efforts to achieve reductions in cost
of  goods  sold  through improved inventory management.  The Company continues a
program  to  improve  margins  from  liquor  and  food  sales  and  food service
efficiency.

     Payroll  and  related  costs  for  the six months ended March 31, 2000 were
$1,898,213  compared  to $1,970,589 for the six months ended March 31, 1999. The
decrease  was due to the sale of the Company's New Orleans location.   The labor
cost  for  the  internet  operation was $137,095 and for the clubs operation was
$1,761,118.  Management  currently  believes that its labor and management staff
levels  are  of  appropriate  levels.


<PAGE>
     Other selling, general and administrative expenses for the six months ended
March  31,  2000 were $2,662,096 compared to $2,935,364 for the six months ended
March  31,  1999.  The decrease was due to the sale of the Company's New Orleans
location.

     Interest  expense  for  the  six  months  ended March 31, 2000 was $213,511
compared  to $310,426 for the six months ended March 31, 1999.  The decrease was
primarily  attributable  to  Company's aggressive effort to pay off its debt and
not  acquiring  a  new  debt.

     Net  loss for the six months ended March 31, 2000 was ($29,252) compared to
a  income of $692,827 for the six months ended March 31, 1999.  The decrease was
due  to  the sale of the Company's New Orleans location and the initial costs in
the  Company's  internet  operation.  Management  currently  believes  that  the
Company  is  in  the  position  to  be  profitable  in  fiscal  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At March 31, 2000, the Company had working capital of $81,476 compared to a
working  capital  of  $  15,709  at September 30, 1999.  The increase in working
capital  was  due  primarily  to  the proceeds received from the issuance of the
Company's  shares  and  increase  in  clubs  revenues.

     Net cash provided by operating activities in the six months ended March 31,
2000 was $260,602 compared to net cash used of $536,224 for the six months ended
March  31,  1999.  The increase in cash provided by operating activities was due
principally  to  certain  non-cash  gains  in  1999  and an increase in accounts
payable  in  2000.

     Depreciation  and Amortization for the six months ended March 31, 2000 were
$260,057  compared  to  $236,013  for  the  six  months  ended  March  31, 1999.

     In  the  opinion  of management, working capital is not a true indicator of
the  financial  status.  Typically,  the  Company carries current liabilities in
excess  of  current assets because the business receives substantially immediate
payment for sales, with nominal receivables, while inventories and other current
liabilities  normally  carry  longer payment terms.  Vendors and purveyors often
remain  flexible  with payment terms providing the Company with opportunities to
adjust  to  short-term  business  down turns.  The Company considers the primary
indicators  of  financial  status  to  be  the  long-term trend and mix of sales
revenues,  overall  cash flow and profitability from operations and the level of
long-term  debt.

SEASONALITY

     The  Company is significantly affected by seasonal factors.  Typically, the
Company  has  experienced reduced revenues from April through September with the
strongest  operating  results  occurring  during  October  through  March.

YEAR  2000  ISSUES

     We have not had any Year 2000 deficiencies internally or externally.  We do
not  expect  to have any Year 2000 deficiencies internally and externally.  If a
Year 2000 deficiency occurs internally or externally, we will shift our internal
and  external  resources  to fix the deficiency.  We do not expect any Year 2000
deficiency  to  require  an  expenditure  of  more  than  $10,000.


                           PART II - OTHER INFORMATION
                           ---------------------------

Item  2.  Changes  in  Securities


<PAGE>
     In January, 2000, we sold 62,500 shares of common stock to one investor for
a  total  consideration  of $125,000.  We made this transaction in reliance upon
exemptions  from  registration under Section 4(2) of the Securities Act of 1933.
Each  certificate  issued for unregistered securities contained a legend stating
that the securities have not been registered under the Act and setting forth the
restrictions  on  the  transferability  and  the  sale  of  the  securities.  No
underwriter  participated in, nor did the Company pay any commissions or fees to
any  underwriter  in  connection  with  any  of these transactions.  None of the
transactions  involved  a  public  offering.  The  Company believes that each of
these  persons  had  knowledge and experience in financial and business matters,
which allowed them to evaluate the merits and risk of the purchase or receipt of
these  securities  of  the  Company.  The  Company  believes  that each of these
persons  were  knowledgeable  about  the  Company's  operations  and  financial
condition.

Item  5.  Other  Events

     In  early  April 2000, we entered into a letter of intent with Voice Media,
Inc. to acquire the adult web site www.XXXPASSWORD.com.  This web site had gross
revenues  of  $2.15 million for the seven months ended January 31, 2000.  Rick's
proposed acquisition will be the first of a planned series of adult Internet web
site  acquisitions  aimed at greatly increasing Rick's presence on the Internet.
Under  the  terms  of the letter of intent, Rick's will issue 700,000 restricted
shares  of  Rick's  common  stock  to Voice Media at the time the acquisition is
completed,  of which 250,000 shares will remain in escrow until certain earnings
benchmarks are achieved.  Voice Media could also receive up to $1,305,000 during
the  six years following Rick's acquisition if certain other earnings benchmarks
are achieved.  The cash portion of the purchase price is payable only from up to
50%  of  the  free  cash  flow  from  the  web  site.  As  part  of the proposed
acquisition,  Voice  Media will continue to manage and market the web site for a
flat  monthly  fee.  This  letter  of intent is subject to due diligence and the
execution  of  definitive documentation, which Rick's expects to be completed in
the  near  future.

     In  late  April  2000,  we entered into another Letter of Intent with Voice
Media,  Inc.  to  acquire  an  additional  adult  entertainment  website,
www.CLUBPIX.com. This website had gross revenues of $10.29 million for the eight
months  ended  February  2000.  Under  the terms of the Letter of Intent, Rick's
will  issue 1,700,000 restricted shares of Rick's common stock and $3,128,000 to
Voice  Media.  Of  the 1,700,000 shares of Rick's, 700,000 shares will remain in
escrow  until  certain  earnings  benchmarks  are  achieved.  The entire 700,000
shares  will  be  released  if  the  EBIDTA of www.clubpix.com equals or exceeds
$4,000,000  during  the  twelve  months  period  following  the  closing of this
transaction.  Voice  Media  could  also receive an additional 300,000 restricted
shares of Rick's common stock and up to $9,000,000 (inclusive of the $3,128,000)
if  certain  other  earnings benchmarks are achieved.  Voice Media would receive
the  entire  amount  if  the  EBIDTA of www.clubpix.com during the twelve months
period  following  the closing of this transaction exceeds $6,000,000.  The cash
portion  of  the  purchase price is payable only from up to 75% of the free cash
flow  from the web site payable over six years.  The Letter of Intent is subject
to  the  gross revenues of clubpix.com for the preceding twelve months exceeding
$14,000,000  and  earnings before EBIDTA derived from clubpix.com for the twelve
months  period being in excess of $3,500,000.  In addition, the Letter of Intent
is  subject  to  shareholder  approval  of  Rick's,  the  receipt by Rick's of a
fairness opinion from an independent third party and the execution of definitive
agreements  by  the  parties.

     These  two  proposed  web  site  acquisitions are a planned series of adult
Internet  website acquisitions aimed at greatly increasing the size and scope of
Rick's Internet business operations. Rick's anticipates that these transactions,
when  completed,  will  approximately  double  our  gross  revenues.

     In April 2000, we entered into a letter of intent with WMF Investments Inc.
to purchase the Chesapeake Bay Cabaret, an upscale gentlemen's club located just
minutes  from  the  NASA Space Center and Houston's Hobby Airport.  The purchase
price  calls  for  160,000 restricted shares of Rick's common stock to be issued
and  a  10-year  lease  agreement between Rick's and WMF Investments.  The lease
will  grant  Rick's  an  additional  10-year option.  The terms of the Letter of
Intent  call  for  the  closing to occur within three days after Rick's receives
approval  to  sell  liquor at the new location from the Texas Alcoholic Beverage
Commission.  Under  the  terms  of  the Letter of Intent Rick's will immediately
enter  into  a  Management  Agreement  to  operate Chesapeake Bay Club until the
permit  is approved.  The Letter of Intent is subject to execution of definitive
documentation.


<PAGE>
Item  6.  Exhibits  and  Reports  on  Form  8-K

     (a)  Exhibits

             Financial  Data  Schedule  --  Exhibit  27.1

     (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.


                                          RICK'S  CABARET  INTERNATIONAL,  INC.


Date:  May 10, 2000                       By:  /s/  Eric  Langan
                                             -----------------------
                                          Eric  Langan
                                          President and Chief Accounting Officer


<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



Board  of  Directors  and  Stockholders
Rick's  Cabaret  International,  Inc.  and  Subsidiaries


     We  have  reviewed  the  accompanying  balance  sheets  of  Rick's  Cabaret
International,  Inc.  and  Subsidiaries  as  of  March 31, 2000, and the related
Statements  of  operations  for the three month and six month periods then ended
and the statement of cash flows  for  the  three  month period then ended. These
financial  statements  are  the  responsibility  of  the  Company's  management.

     We  conducted  our  review  in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information  consists principally of analytical procedures applied to
financial  data  and  making  inquiries of persons responsible for financial and
accounting  matters.  It  is  substantially  less  in  scope  than  an  audit in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of  an  opinion  regarding  the financial statements taken as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

     Based  on  our reviews, we are not aware of any material modifications that
should  be made to the accompanying financial statements in order for them to be
in  conformity  with  generally  accepted  accounting  principles.

     We  have previously audited, in accordance with generally accepted auditing
standards,  the  balance  sheet  of  Rick's  Cabaret  International,  Inc.  and
Subsidiaries. as of September 30, 1999, and the related statements of operations
and cash flows for the year then ended (not presented separately herein), and in
our  report dated December 1, 1999, we expressed an unqualified opinion on those
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  balance  sheet  as of September 30, 1999, is fairly stated, in all
material  respects,  in  relation  to  the  balance sheet from which it has been
derived.


                                              Jackson  &  Rhodes  P.C.


Dallas, Texas
May 10, 2000


<PAGE>

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