-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 II8Q/nHQqiXoygxxjb7HG1laM++gF7mnpyyu+miaV5GRWkLHGFOUDz7lgiCpQkKF
 YBugg8eXFKLGMrF6nGvglw==

<SEC-DOCUMENT>0001015402-02-002815.txt : 20020814
<SEC-HEADER>0001015402-02-002815.hdr.sgml : 20020814
<ACCEPTANCE-DATETIME>20020814180324
ACCESSION NUMBER:		0001015402-02-002815
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020630
FILED AS OF DATE:		20020814

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RICKS CABARET INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000935419
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING & DRINKING PLACES [5810]
		IRS NUMBER:				760037324
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13992
		FILM NUMBER:		02737841

	BUSINESS ADDRESS:	
		STREET 1:		505 NORTH BELT SUITE 630
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77060
		BUSINESS PHONE:		2818201181

	MAIL ADDRESS:	
		STREET 1:		505 NORTH BELT SUITE 630
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77060
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                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: June 30, 2002

[ ]  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 CORPORATE ISSUERS


On August 8, 2002, there were 3,775,348 shares of common stock, $.01 par value,
outstanding.

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


<PAGE>
                       RICK'S CABARET INTERNATIONAL, INC.


                                TABLE OF CONTENTS
                                -----------------


PART  I     FINANCIAL  INFORMATION

Item  1.    Financial  Statements

            Consolidated Balance Sheets as of June 30, 2002 (unaudited)
            and September 30, 2001 (audited) . . . . . . . . . . . . . . . . .2

            Consolidated Statements of Operations for the three months and
            nine months ended June 30, 2002 and 2001 (unaudited). . . . . . . 3

            Consolidated Statements of Cash Flows for the nine months
            ended June 30, 2002 and 2001 (unaudited). . . . . . . . . . . . . 4

            Notes to Consolidated Financial Statements. . . . . . . . . . . . 5

Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results  of  Operations . . . . . . . . . . . . . . . . . . . . . 7


PART  II     OTHER  INFORMATION

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

Item  6.     Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . 11

             Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . 12


                                        i
<PAGE>
PART  I  -  FINANCIAL  INFORMATION

Item  1.  Financial  Statements

<TABLE>
<CAPTION>
                RICKS CABARET INTERNATIONAL, INC AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                                  June 30, 2002   September 30, 2001
                                                     (Unaudited)     (Audited)
<S>                                                  <C>           <C>
                      ASSETS
CURRENT ASSETS
  Cash                                               $   885,918   $   704,628
  Accounts Receivable                                    327,723       379,653
  Prepaid expenses                                        28,705        81,477
  Inventory                                              196,282       196,300
  Note receivable from stockholder                       100,000           ---
  Land held for sale                                         ---       200,000
                                                     ------------  ------------
      Total current assets                             1,538,628     1,562,058
                                                     ------------  ------------
PROPERTY AND EQUIPMENT
  Buildings, land and leasehold improvements           9,248,331     8,974,252
  Furniture & equipment                                1,716,769     1,545,876
  Accumulated depreciation                            (2,066,772)   (1,717,214)
                                                     ------------  ------------
      Total property and equipment, net                8,898,328     8,802,914
                                                     ------------  ------------
OTHER ASSETS
  Goodwill less accumulated amortization               4,688,658     4,415,391
  Other                                                  290,630       168,137
                                                     ------------  ------------
      Total assets                                   $15,416,244   $14,948,500
                                                     ============  ============

      LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
  Current portion of long term debt                  $   156,026   $   327,162
  Accounts payable-trade                                 264,429       234,591
  Accrued expenses                                       427,512       499,049
                                                     ------------  ------------
      Total current liabilities                          847,967     1,060,802
LONG TERM DEBT
  Long-term debt less current portion                  4,588,688     3,509,914
                                                     ------------  ------------
      Total liabilities                                5,436,655     4,570,716
                                                     ------------  ------------
MINORITY INTERESTS                                        78,816        78,816
                                                     ------------  ------------
STOCKHOLDERS' EQUITY
  Preferred stock - $.10 par, authorized 1,000,000
    shares; none outstanding                                 ---           ---
  Common stock - $.001 par, authorized 15,000,000
    shares; issued 4,598,678                              45,987        45,987
  Additional paid in capital                          11,257,449    11,257,449
  Treasury stock, at cost                             (1,227,946)      (73,619)
  Retained earnings (deficit)                           (174,717)     (930,849)
                                                     ------------  ------------
      Total stockholders' equity                       9,900,773    10,298,968
                                                     ------------  ------------
      Total liabilities and stockholders' equity     $15,416,244   $14,948,500
                                                     ============  ============
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                     Rick's Cabaret International, Inc. and Subsidiaries
                            Consolidated Statements of Operations
                                         (Unaudited)

                                       For The Three Months Ended   For The Nine Months Ended
                                                June 30,                   June 30,
                                           2002         2001          2002          2001
                                        -----------  -----------  ------------  ------------
<S>                                     <C>          <C>          <C>           <C>
REVENUES
  Sales of alcoholic beverages          $1,581,035   $1,511,870   $ 4,873,466   $ 4,310,031
  Sales of food                            226,543      208,233       663,118       612,569
  Service revenues                       1,307,280    1,309,466     3,900,375     3,943,619
  Internet revenues                        573,647    1,807,618     1,722,492     5,944,034
  Other revenue                            263,564      280,819       757,225       757,437
                                        -----------  -----------  ------------  ------------

    Total reveune                        3,952,069    5,118,006    11,916,676    15,567,690

OPERATING EXPENSES
  Cost of goods sold                       791,427    1,455,351     2,370,611     5,629,246
  Salaries and wages                     1,310,969    1,200,244     3,807,925     3,615,197
  Other general and administrative
    Taxes and permits                      512,045      510,170     1,521,949     1,432,316
    Charge card fees                        62,994       71,064       170,258       240,228
    Rent                                    55,031       51,167       203,599       206,574
    Legal and accounting                   108,787      186,857       416,268       582,727
    Advertising                            160,873      129,434       493,288       393,571
    Other                                  640,561      830,515     1,927,248     2,210,948
                                        -----------  -----------  ------------  ------------

    Total operating expenses             3,642,687    4,434,802    10,911,146    14,310,807
                                        -----------  -----------  ------------  ------------

INCOME FROM OPERATIONS                     309,382      683,204     1,005,530     1,256,883

OTHER INCOME (EXPENSE)
  Interest Expense                         (92,319)     (87,818)     (266,590)     (268,936)
  Interest Income                            6,143        7,101        17,192        23,673
                                        -----------  -----------  ------------  ------------

NET INCOME                              $  223,206   $  602,487   $   756,132   $ 1,011,620
                                        ===========  ===========  ============  ============
Basic Net Income Per common Share:
  Net Income                            $     0.06   $     0.14   $      0.20   $      0.23
                                        ===========  ===========  ============  ============

  Weighted Average Shares Outstanding    3,900,653    4,348,678     3,900,653     4,348,678
                                        ===========  ===========  ============  ============
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>

               RICK'S CABARET INTERNATIONAL, INC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                             Nine Months ended June 30,
                                                 2002         2001
                                             ------------  -----------
<S>                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                 $   756,132   $1,011,620
  Depreciation and amortization                  349,558      603,588
  Changes in working capital                    (232,739)    (716,464)
                                             ------------  -----------

  Net cash provided by operating activities  $   872,951   $  898,744

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment           (444,972)    (457,641)
                                             ------------  -----------

  Net cash used in investing activities      $  (444,972)  $ (457,641)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Common stock issued, less offering costs            --       24,345
  Treasury stocks acquired                    (1,154,327)     (42,369)
  Proceeds from long-term debt                 1,078,774      194,475
  Payments on long-term debt                    (171,136)    (391,107)
                                             ------------  -----------

  Net cash used in financing activities      $  (246,689)  $ (214,656)

NET INCREASE IN CASH                             181,290      226,447

CASH, at beginning of period                 $   704,628   $  374,532
                                             ------------  -----------

CASH, at end of period                       $   885,918   $  600,979
                                             ============  ===========

SUPPLEMENTAL DISCLOSURES:
  Interest paid                              $   266,590   $  268,936
                                             ============  ===========
</TABLE>


                                        4
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002

1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America 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 accounting principles generally accepted in the United states of
America 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, 2001 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 nine months ended June 30, 2002 are not necessarily
indicative of the results that may be expected for the year ending September 30,
2002.

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 the Company's
segments:

<TABLE>
<CAPTION>
                            FOR THE THREE MONTHS                 FOR THE NINE MONTHS
                                 ENDED JUNE 30,                     ENDED JUNE 30,
                             2002              2001             2002             2001
                       ----------------  ----------------  ---------------  ---------------
<S>                    <C>               <C>               <C>              <C>
REVENUES
  Internet Web-sites   $       573,647   $     1,807,618   $    1,722,492   $    5,944,034
  Club operation             3,378,422         3,310,388       10,194,184        9,623,656
                       ----------------  ----------------  ---------------  ---------------
                       $     3,952,069   $     5,118,006   $   11,916,676   $   15,567,690
NET INCOME/(LOSS)
  Internet Web-sites   $       143,838   $       433,620   $      399,941   $      612,952
  Club operation               412,572           390,306        1,074,452        1,015,681
  Corporate expenses          (333,204)         (221,439)        (718,261)        (617,013)
                       ----------------  ----------------  ---------------  ---------------
                       $       223,206   $       602,487   $      756,132   $    1,011,620
                       ================  ================  ===============  ===============
PROPERTY & EQUIPMENT
  Internet Web-sites                                       $      183,009   $      235,050
  Club operation                                                8,715,319        8,488,085
                                                           --------------   --------------
                                                           $    8,898,328   $    8,723,135
                                                           ==============   ==============
</TABLE>


3.   NOTE RECEIVABLE FROM STOCKHOLDER

     At  June  30, 2002, the Company had a note receivable due from Eric Langan,
President  and Chief Executive Officer of the Company in the amount of $100,000.
The  note  is unsecured, bears interest of 11% per annum and is amortized over a
period  of 10 years.  The note contains a provision that in the event Mr. Langan
leaves  the Company for any reason, the note immediately becomes due and payable
in  full.


                                        5
<PAGE>
4.   NEW ACCOUNTING STANDARD

     In  June 2001, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standard  No. 142, "Goodwill and Other Intangible Assets"
("FAS No. 142").  As its title implies, FAS No. 142 addresses the accounting for
goodwill  and  other  intangible assets.  Under FAS 142, goodwill and intangible
assets  with  indefinite lives are no longer amortized but are reviewed at least
annually  for impairment.  With respect to goodwill amortization, Rick's adopted
FAS  No.142  effective  October  1,  2001.

     Rick's  performed  a  transitional  impairment  test  of its goodwill as of
October  1,  2001 and determined there may be impairment to goodwill recorded in
its  Internet web site segment.  Rick's is in the process of performing analysis
and  evaluation  procedures  to  determine  the  effects of the impairment.  The
Company  expects  to  take  the  impairment  write  off in the 2002 fiscal year.

     The  following  schedule shows the effect of this change on the three month
and  nine  month  periods  ended  June  30,  2002  and  2001:


For the three months ended June 30,             2002                2001
                                              --------           ----------
Reported net income                           $223,206           $  602,487

    Add back: Goodwill Amortization                 --              114,407

    Adjusted net income                       $223,206           $  716,894

Basic earnings per share:

    Reported net income                       $    .06           $      .14

Goodwill amortization                               --                  .02
Adjusted net income                           $    .06           $      .16

For the nine months ended June 30,              2002                2001
                                              --------           ----------

Reported net income                           $756,132           $1,011,620

    Add back: Goodwill Amortization                 --              296,900

    Adjusted net income                       $756,132           $1,308,520

Basic earnings per share:

    Reported net income                       $    .20           $      .23

Goodwill amortization                               --                  .07
Adjusted net income                           $    .20           $      .30


                                        6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The  following  discussion should be read in conjunction with the Company's
audited  and  unaudited  consolidated  financial  statements  and  related notes
thereto  included  in  this  quarterly  report.

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,  www.amateurdan.com,  and  www.xxxpassword.com plus an adult
- ------------------   ------------------        -------------------
auction site at www.naughtybids.com.
                -------------------

     We  also  own  and operate adult nightclubs under the name "Rick's Cabaret"
and  "XTC"  which offer live adult entertainment, restaurant and bar operations.
We  own  and  operate  our  Internet  content  production  studio  and  web site
operations  center,  and  three adult nightclubs in Houston, Texas.  We also own
and  operate adult nightclubs in Austin and San Antonio, Texas, and Minneapolis,
Minnesota.

     Our  revenues  are derived from subscriptions to adult content internet web
sites auction listings, final value fees and from the sale of liquor, beer, wine
and  food, cover charges and other income.  Our fiscal year end is September 30.


                                        7
<PAGE>
RESULTS  OF  OPERATIONS  FOR THE THREE MONTHS ENDED JUNE 30, 2002 AS COMPARED TO
THE  THREE  MONTHS  ENDED  JUNE  30,  2001

     For  the  three  months  ended  June 30, 2002, the Company had consolidated
total  revenues  of  $3,952,069  compared  to  consolidated  total  revenues  of
$5,118,006  for  the  three  months  ended  June  30,  2001,  or  an decrease of
$1,165,937.  The decrease in total revenues was due to a decrease in revenues in
the  Company's  Internet businesses of $1,233,971.  The decrease in the revenues
generated by the Internet business was primarily due to the Company's efforts to
migrate  from  high  revenue  sources, which produce low margins to sources that
produce  higher margins from smaller revenues.  The Company has not realized the
full  effects  of  this  migration  process,  but intends to follow its plan and
expects the results of operation from the Internet business to improve in future
periods.  The  Company also experienced a seasonal decrease in Club revenues due
to  the  effect  of the summer months, which was not experienced during the same
period  last  year.

     The  cost of goods sold for the three months ended June 30, 2002 was 20.00%
of  total  revenues compared to 28.44% for the three months ended June 30, 2001.
The  decrease  in  the cost of goods sold percentage was due to the reduction of
costs  related  to  the  Internet  business.  The  cost  of  goods sold for club
operations  for  the  three  months  ended  June 30, 2002 was 15.52% compared to
13.94% for the three months ended June 30, 2001.  The increase was due primarily
to  the increase in food costs and the addition of logo merchandise in our sales
mix.  We  continued  our  efforts to achieve reductions in cost of goods sold of
the  club  operations  through  improved  inventory  management.  We  continue a
program  to  improve  margins  from  liquor  and  food  sales  and  food service
efficiency.  The  cost of sales from our Internet operation for the three months
ended  June  30,  2002 was 44.57% and 54.96% for the three months ended June 30,
2001.

     Payroll  and  related  costs  for the three months ended June 30, 2002 were
$1,310,969 compared to $1,200,244 for the three months ended June 30, 2001.  The
increase  was a result of additional personnel in the club operations, increased
payroll expenses in the Internet segment and in the corporate office. Management
currently believes that its labor and management staff levels are of appropriate
levels.

     Other  selling,  general  and  administrative expenses for the three months
ended  June  30, 2002 was $1,540,291 compared to $1,779,207 for the three months
ended  June  30, 2001.  This decrease was due to the Company's efforts to reduce
costs  related to the club operations and to the elimination of costs related to
the  Internet  business.

     Interest  expense  for  the  three  months  ended June 30, 2002 was $92,319
compared  to $87,818 for the three months ended June 30, 2001.  The increase was
primarily  due  to  an  increase  in  borrowing to finance equipment and for the
purchase  of  treasury  stock.

     Net  income  for the three months ended June 30, 2002 was $223,206 compared
to  $602,487  for  the  three  months  ended June 30, 2001.  The decrease in net
income  was  primarily due to the decrease in revenues generated by the Internet
segment.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 2002 AS COMPARED TO THE
NINE  MONTHS  ENDED  JUNE  30,  2001

     For the nine months ended June 30, 2002, the Company had consolidated total
revenues  of  $11,916,676 compared to consolidated total revenues of $15,567,690
for  the  fiscal  nine  months ended June 30, 2001, or a decrease of $3,651,014.
The  decrease  in  total  revenues  was  due to the decline in revenues from the
Internet  business  as a result of the Company's transition from programs, which
generate  high  revenues  with  very low margins to programs, which will produce
higher  margins  from  smaller  revenues.


                                        8
<PAGE>
     The  cost  of goods sold for the nine months ended June 30, 2002 was 19.90%
of  total  revenues  compared to 36.16% for the nine months ended June 30, 2001.
This  decrease  is attributable to the elimination of cost of goods sold related
to  the  Internet  business.  The cost of goods sold for the club operations for
the  nine  months  ended June 30, 2002 was 14.04% and 14.14% for the nine months
ended  June 30, 2001.  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 nine months ended June 30, 2002 were
$3,807,925  compared to $3,615,197 for the nine months ended June 30, 2001. This
increase  is  a  result  additional  personnel  added  to  the  Company's  club
operations,  additional  payroll  expenses  in  the  Internet  segment  and  the
corporate  office.  Management  currently believes that its labor and management
staff  levels  are  of  appropriate  levels.

     Other  selling,  general  and  administrative  expenses for the nine months
ended  June  30, 2002 were $4,732,610 compared to $5,066,364 for the nine months
ended  June  30, 2001.  The decrease was due to the Company's efforts to control
costs  and  to  the  elimination  of  costs  related  to  the Internet business.

     Interest  expense  for  the  nine  months  ended June 30, 2002 was $266,590
compared  to  $268,936  for  the  nine  months  ended  June  30,  2001.

     Net income for the nine months ended June 30, 2002 was $756,132 compared to
$1,011,620  for the nine months ended June 30, 2001.  The decrease in net income
was  primarily due to the decrease in revenues generated by the Internet segment
and increases in payroll and related costs.   Management currently believes that
the  Company  is  in  the  position to continue to be profitable in fiscal 2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  June  30, 2002, the Company had working capital of $690,661 compared to
$501,256  at  September  30,  2001.

     Net cash provided by operating activities in the nine months ended June 30,
2002  was $872,951 compared to $898,744 for the nine months ended June 30, 2001.
The decrease in cash provided by operating activities was due principally to the
decrease  in  net  income  from  operation.

     Depreciation  and Amortization for the nine months ended June 30, 2002 were
$349,558  compared  to  $603,588  for  the nine months ended June 30, 2001.  The
decrease  was attributable to the accounting change related to the impairment of
goodwill.

     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.

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

     As  of June 30, 2002, the Company has purchased a total of 59,500 shares of
its  common  stock on the open market at an average cost of $2.68 per share. The
Company  has  purchased  763,830  shares  from individuals at an average cost of
$1.40  per  share.

     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 from independent


                                       9
<PAGE>
contractor  to  employee  status,  we  have  prepared  alternative plans that we
believe  will  protect our profitability.  We believe that the industry standard
of treating the entertainers as independent contractors provides sufficient safe
harbor  protection  to  preclude  any  payroll  tax  assessment for prior years.

     The  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

     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.

PART  II          OTHER  INFORMATION

Item  1.     LEGAL  PROCEDURES
                  Not  Applicable

Item  2.     CHANGES  IN  SECURITIES
                  Not  Applicable

Item  3.     DEFAULTS  UPON  SENIOR  SECURITIES
                  Not  Applicable

Item  4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERRS

          Our annual meeting of shareholders was at 10:00AM (CST) at 3113 Bering
Drive,  Houston,  Texas 77057, on June 12, 2002 for the purpose of voting on the
proposals  described  below.  Proxies for the meeting were solicited pursuant to
Regulation  14A  under  the  Securities  Exchange  act of 1934 and there were no
solicitations  in  opposition  to  our  solicitation.

          The  holders  of  common  stock approved the election of the following
five directors, each to serve for a term of one year by the following vote:

                                Votes For  Votes Against  Votes Withheld
                                ---------  -------------  --------------
          Alan Bergstrom        4,330,654        -0-           9,731
          Steven L. Jenkins     4,330,469        -0-           9,916
          Eric S. Langan        4,330,654        -0-           9,731
          Travis Reese          4,330,654        -0-           9,731
          Robert L.Watters      4,330,654        -0-           9,731


          The  holders  of  common  stock  ratified the appointment of Jackson &
Rhodes, P.C. as our independent accountants for the fiscal year ending September
30,  2002  by  the  following  vote:

          Votes  For                    4,328,482
          Votes  Against                    7,163
          Abstaining                        4,396


Item  5.      OTHER  INFORMAITON
                Not Applicable


                                       10
<PAGE>
Item  6.      EXHIBITS  AND  REPORTS  ON  FORM  8-K

        a.    Exhibits

        The following exhibits are included with this report:

        Exhibit
        Number    Description
        ------    -----------

         99.1     Certification of Chief Executive Officer and Chief Financial
                  Officer of Rick's Cabaret International, Inc.


         b.    Form  8-K

               On  June  7,  2002, the Company filed a report on Form 8-K, which
         reported  information related to Item 2. ACQUISITION OR  DISPOSITION OF
         ASSETS.


                                       11
<PAGE>
                                   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:  August  13,  2002               By:     /s/  Eric  Langan
                                               -----------------

                                               Eric  S.  Langan
                                               Chief  Executive  Officer



Date:  August  13,  2002:              By:     /s/  Ken  Hedrick
                                               -----------------

                                               Ken  Hedrick
                                               Chief  Financial  Officer


                                       12
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
                                                                    EXHIBIT 99.1


Certification  of  Chief Executive Officer and Chief Financial Officer of Rick's
- --------------------------------------------------------------------------------
Cabaret International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
- --------------------------------------------------------------------------------
1992  and  Section  1350  of  18  U.S.C.  63.
- --------------------------------------------

I,  Eric  Langan,  the  Chief Executive Officer of Rick's Cabaret International,
Inc.  and  I,  Ken  Hedrick,  the  Chief  Financial  Officer  of  Rick's Cabaret
International,  Inc.,  hereby  certify that Rick's Cabaret International, Inc.'s
periodic  report  on  Form  10QSB  for  the  period  ending June 30, 2002, fully
complies  with  the  requirements  of  Section  13(a) or 15(d) of the Securities
Exchange  Act  of 1934, and that information contained in the periodic report on
Form  10QSB  fairly  presents, in all material respects, the financial condition
and  results  of  the  operations  of  Rick's  Cabaret  International,  Inc.



                                      RICK'S CABARET INTERNATIONAL, INC.



Date:  August  13,  2002               By:     /s/  Eric  Langan
                                               -----------------

                                               Eric  S.  Langan
                                               Chief  Executive  Officer



Date:  August  13,  2002:              By:     /s/  Ken  Hedrick
                                               -----------------

                                               Ken  Hedrick
                                               Chief  Financial  Officer


<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
