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<SEC-DOCUMENT>0001015402-04-000554.txt : 20040217
<SEC-HEADER>0001015402-04-000554.hdr.sgml : 20040216
<ACCEPTANCE-DATETIME>20040217170551
ACCESSION NUMBER:		0001015402-04-000554
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040217

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:		04609983

	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:  December 31, 2003

[ ]  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)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

On  February  6,  2004,  there  were  3,700,148 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 December 31, 2003 (unaudited)
         and September 30, 2003 (audited). . . . . . . . . . . . . . . . . .   1

         Consolidated Statements of Operations for the three months
         ended December 31, 2003 and 2002 (unaudited). . . . . . . . . . . .   3

         Consolidated Statements of Cash Flows for the three months
         ended December 31, 2003 and 2002 (unaudited). . . . . . . . . . . .   4

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

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

Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . .  10



PART II      OTHER INFORMATION

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

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


                                        i
<PAGE>
<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements.


               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                                12/31/03      9/30/03
                                              (UNAUDITED)    (AUDITED)
<S>                                           <C>           <C>
CURRENT ASSETS
  Cash                                        $   649,961   $   604,865
  Accounts receivable
     Trade                                         57,066        45,319
      Other, net                                  185,872       213,886
  Marketable securities                           287,500       135,000
  Inventories                                     237,866       230,451
  Other current assets                            194,596       106,332
                                              ------------  ------------
    Total current assets                        1,612,861     1,335,853
                                              ------------  ------------

PROPERTY AND EQUIPMENT
  Buildings, land and leasehold improvements    9,131,870     9,131,870
  Furniture and equipment                       2,120,266     2,068,648
                                              ------------  ------------
                                               11,252,136    11,200,518

  Accumulated depreciation                     (2,549,117)   (2,423,461)
                                              ------------  ------------
     Total property and equipment, net          8,703,019     8,777,057
                                              ------------  ------------

OTHER ASSETS
  Goodwill                                      1,962,848     1,962,848
  Notes receivable                                176,718       179,754
                                              ------------  ------------
    Total other assets                          2,139,566     2,142,602
                                              ------------  ------------
    Total assets                              $12,455,446   $12,255,512
                                              ============  ============
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                 RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS

                        LIABILITIES AND STOCKHOLDERS' EQUITY


                                                            12/31/03      9/30/03
                                                          (UNAUDITED)    (AUDITED)
<S>                                                       <C>           <C>

CURRENT LIABILITIES
  Accounts payable - trade                                $   171,377   $   189,208
  Accrued liabilities                                         532,905       622,216
  Current portion of long-term debt                           449,347       449,439
                                                          ------------  ------------
    Total current liabilities                               1,153,629     1,260,863

LONG TERM DEBT, LESS CURRENT PORTION

  Long-term debt less current portion                       3,501,832     3,576,896
                                                          ------------  ------------
   Total liabilities                                        4,655,461     4,837,759
                                                          ------------  ------------

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS                                             26,505        36,032

STOCKHOLDERS' EQUITY
  Preferred stock, $.10 par, 1,000,000 shares
     authorized; none outstanding                                 ---           ---
  Common stock, $.01 par, 15,000,000 shares
    authorized; 4,608,678 shares issued at December 31,
    2003 and September 30, 2003                                46,087        46,087
  Additional paid-in capital                               11,273,149    11,273,149
  Accumulated other comprehensive income                      272,500       120,000
  Accumulated deficit                                      (2,524,476)   (2,763,735)
  Less: 908,530 shares of stock held in treasury at cost
     at December 31, 2003 and September 30, 2003           (1,293,780)   (1,293,780)
                                                          ------------  ------------
    Total stockholders' equity                              7,773,480     7,381,721
                                                          ------------  ------------

    Total liabilities and stockholders' equity            $12,455,446   $12,255,512
                                                          ============  ============
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF OPERATIONS
                   THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002


                                                2003          2002
                                             (UNAUDITED)   (UNAUDITED)
<S>                                          <C>          <C>
Revenues
  Sales of alcoholic beverages               $1,847,921   $ 1,628,807
  Sales of food and non-alcoholic beverages     278,531       282,155
  Service revenues                            1,348,863     1,317,792
  Internet revenues                             200,745       331,488
  Other                                         175,973       169,144
                                             -----------  ------------
                                              3,852,033     3,729,386
                                             -----------  ------------
Operating expenses
  Cost of goods sold                            508,869       565,355
  Salaries and wages                          1,287,987     1,343,469
  Other general and administrative
      Taxes and permits                         532,282       482,212
      Charge card fees                           65,897        61,071
      Rent                                      119,279        55,655
      Legal and professional                    135,856       206,532
      Advertising and marketing                 184,506       178,337
      Depreciation                              125,658       129,677
      Other                                     584,207       520,460
                                             -----------  ------------
                                              3,544,541     3,542,768
                                             -----------  ------------
Income from operations                          307,492       186,618

  Interest income                                 5,755         3,444
  Interest expense                              (86,165)      (97,820)
  Minority interests                              9,526         2,432
  Other                                           2,648           ---
                                             -----------  ------------
Net income                                   $  239,256   $    94,674
                                             ===========  ============
Basic and diluted earnings per share:
  Net income                                 $     0.06   $      0.03
                                             ===========  ============
Weighted average number of common
  shares outstanding                          3,700,148     3,758,515
                                             ===========  ============
</TABLE>

Comprehensive  income for the three months ended December 31, 2003 and 2002 were
$391,756  and  $94,674,  respectively.  This  includes  the  changes  in
available-for-sale  securities  and  net  income.


                                        3
<PAGE>
<TABLE>
<CAPTION>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002


                                                           2003          2002
                                                       (UNAUDITED)   (UNAUDITED)
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                        $   239,256   $    94,674
     Adjustments to reconcile net income to
     cash provided by operating activities:
          Depreciation                                     125,658       129,677
          Minority interests                                (9,526)       (2,432)
          Changes in operating assets and liabilities     (186,554)       96,419
                                                       ------------  ------------
    Cash provided by operating activities                  168,834       318,338
                                                       ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to property and equipment                    (51,618)      (62,440)
    Decrease in notes receivable                             3,036         5,843
                                                       ------------  ------------
    Cash used in investing activities                      (48,582)      (56,597)
                                                       ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Purchases of treasury stock                                ---       (62,540)
    Payments on long-term debt                             (75,156)      (57,367)
                                                       ------------  ------------
    Cash used in financing activities                      (75,156)     (119,907)
                                                       ------------  ------------
NET INCREASE IN CASH                                        45,096       141,834

CASH AT BEGINNING OF PERIOD                                604,865       733,366
                                                       ------------  ------------
CASH AT END OF PERIOD                                  $   649,961   $   875,200
                                                       ============  ============
CASH PAID DURING PERIOD FOR:
    Interest                                           $    86,165   $    97,820
                                                       ============  ============
</TABLE>


                                        4
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


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, 2003 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  three  months  ended  December  31,  2003  are not
necessarily  indicative  of the results that may be expected for the year ending
September  30,  2004.

2.   STOCK  OPTIONS

The Company accounts for its stock options under the recognition and measurement
principles of Accounting Principles Board ("APB") opinion No. 25, Accounting for
Stock  Issued  to  Employees,  and related Interpretations.  The following table
illustrates  the  effect on net income and earnings per share if the Company had
applied  the  fair  value  recognition  provisions  of  Statement  of  Financial
Accounting  Standard  ("SFAS") No. 123, Accounting for Stock Based Compensation,
to  stock-based  employee  compensation.  The  following  presents pro forma net
income  and per share data as if a fair value accounting method had been used to
account  for  stock-based  compensation:

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED DECEMBER 31,
                                                        2003                2002
                                                    (Unaudited)          (Unaudited)
<S>                                             <C>                   <C>
  Net income, as reported                       $         239,256   $          94,674
  Less total stock-based employee compensation
  expense determined under the fair value
  based method for all awards                             (11,943)                ---
                                                ------------------  -----------------
  Pro forma net income                          $         227,313   $          94,674
                                                ==================  =================
  Earnings per share:
     Basic and diluted - as reported            $            0.06   $            0.03
                                                ==================  =================
     Basic and diluted - pro forma              $            0.06   $            0.03
                                                ==================  =================
</TABLE>


                                        5
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


3.   RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year
presentation.

4.   COMPREHENSIVE  INCOME

The  Company  reports  comprehensive income in accordance with the provisions of
SFAS  No.  130, Reporting Comprehensive Income. Comprehensive income consists of
net  income  and  gains  on  available-for-sale  marketable  securities.

5.   SEGMENT  INFORMATION

Below  is  the  financial  information  related  to  the  Company's  segments:

                      THREE MONTHS ENDED DECEMBER 31,
                            2003             2002
                        (Unaudited)      (Unaudited)
REVENUES
  Club operations     $    3,651,288   $   3,397,898
  Internet websites          200,745         331,488
                      ---------------  --------------
                      $    3,852,033   $   3,729,386
                      ===============  ==============

NET INCOME
  Club operations     $      577,227   $     528,637
  Internet websites            3,881          25,756
  Corporate expenses        (341,852)       (459,719)
                      ---------------  --------------
                      $      239,256   $      94,674
                      ===============  ==============


                                        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  our audited
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," "believes,"
"anticipates,"  "may,"  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  ordinances in the jurisdictions where our
facilities  operate,  competitive  factors,  the timing of the openings of other
clubs,  the  availability  of  acceptable  financing to fund corporate expansion
efforts,  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

Our Company presently conducts its business in two different areas of operation:

1.   We  own  and operate upscale adult nightclubs serving primarily businessmen
     and  professionals  that offer live adult entertainment, restaurant and bar
     operations.  We  own  and  operate  seven  adult  nightclubs under the name
     "Rick's  Cabaret"  and "XTC" in Houston, Austin and San Antonio, Texas, and
     Minneapolis, Minnesota. We also own and operate an adult-themed club called
     "Encounters" that serves the couples or "swingers'" market and a sports bar
     called  the  "Hummers" in Houston. No sexual contact is permitted at any of
     our  locations.


                                        7
<PAGE>
2.   We  have  extensive  internet  activities.

     a)  We  currently  own  two  adult  internet  membership  websites  at
     www.couplestouch.com  and  www.xxxpassword.com.  We  acquire  our  website
     --------------------       -------------------
     content  from  wholesalers.

     b)  We  operate  a  network  of nine online auction sites accessible on the
     internet  under  the flagship site www.naughtybids.com. These sites provide
                                        -------------------
     customers  with  the opportunity to purchase adult products and services in
     an  auction  format.  We  earn  revenues  by charging service fees for each
     transaction conducted on the highly automated sites, all of which utilize a
     single  technology  platform  that  we  operate.

Our  nightclub  revenues  are derived from the sale of liquor, beer, wine, food,
merchandise,  cover  charges,  membership  fees,  independent contractors' fees,
commissions from vending and ATM machines, valet parking, and other products and
service.  Our  internet revenues are derived from subscriptions to adult content
internet websites, traffic/referral revenues, and commissions earned on the sale
of  products  and services through Internet auction sites, and other activities.
Our  fiscal  year  end  is  September  30.

RESULTS  OF  OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AS COMPARED
TO  THE  THREE  MONTHS  ENDED  DECEMBER  31,  2002

For the three months ended December 31, 2003, the Company had consolidated total
revenues of $3,852,033 compared to consolidated total revenues of $3,729,386 for
the  three  months  ended  December  31,  2002, or an increase of $122,647.  The
increase  in  total  revenues  was  primarily  due  to  the increase in revenues
generated  by the Company's club businesses in the amount of $253,390, offset by
a  decrease  of $130,743 by the Company's internet business.  Total revenues for
same-location-same-period  of  club  operations  increased to $3,535,460 for the
three  months  ended  December  31,  2003  from $3,397,486 for same period ended
December  31,  2002,  or  by  4.07%.

The  cost  of goods sold for the three months ended December 31, 2003 was 13.21%
of  total  revenues  compared  to 15.15% for the three months ended December 31,
2002.  The  decrease  was due primarily to the reduction in costs of maintaining
our internet operations.  The cost of goods sold for the club operations for the
three months ended December 31, 2003 was 13.39% compared to 14.43% for the three
months  ended December 31, 2002.  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  goods  sold  from  our  internet
operations  for  the three months ended December 31, 2003 was 10.09% compared to
22.73% for the three months ended December 31, 2002.  The cost of goods sold for
same-location-same-period of club operations for the three months ended December
31,  2003  was 13.51%, compared to 14.43% for the same period ended December 31,
2002.

Payroll  and  related  costs  for  the three months ended December 31, 2003 were
$1,287,987  compared to $1,343,469 for the three months ended December 31, 2002.
Payroll for same-location-same-period of club operations decreased to $1,040,408
for the three months ended December 31, 2003 from $1,091,343 for the same period
ended  December  31,  2002.  Management has implemented labor cost reduction and
currently  believes  that its labor and management staff levels are appropriate.


                                        8
<PAGE>
Other  general  and  administrative expenses for the three months ended December
31,  2003  were  $1,747,685  compared  to  $1,633,944 for the three months ended
December  31,  2002.  The  increase  was  due  primarily to an increase in taxes
related  to  the  increase  in  revenues,  direct  operating  expenses,  rents,
utilities,  marketing  and  promotional expenses, and insurance from opening new
locations.

Interest  expense  for  the  three  months  ended  December 31, 2003 was $86,165
compared to $97,820 for the three months ended December 31, 2002.

Net income for the three months ended December 31, 2003 was $239,256 compared to
a  net  income  of  $94,674  for  the three months ended December 31, 2002.  The
increase  in  net income was primarily due to the increase in the Company's club
business  and  reductions  in  corporate  overhead.  Net  income  for
same-location-same-period of club operations increased to $631,881 for the three
months  ended December 31, 2003 from $528,637 for same period ended December 31,
2002,  or  by  19.53%.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  December 31, 2003, the Company had a working capital of $459,232 compared to
a  working  capital  of  $74,990 at September 30, 2003.  The increase in working
capital  was  primarily  due  to an increase in cash, marketable securities, and
other current assets and a decrease in accounts payable and accrued liabilities.
The value of available-for-sale marketable securities increased by $152,500.

Net cash provided by operating activities in the three months ended December 31,
2003 was $168,834 compared to net cash provided of $318,338 for the three months
ended  December 31, 2002.  The decrease in cash provided by operating activities
was  primarily  due  to  an  increase  in other current assets and a decrease in
accounts  payable  and  accrued  liabilities.

The Company used $48,582 and $56,597 of cash in investing activities and $75,156
and  $119,907  of  cash  in  financing  activities during the three months ended
December  31,  2003  and  2002,  respectively.

In  the  opinion  of  management, working capital is not a true indicator of the
financial  status.  Typically,  businesses  in  the  industry  carry  current
liabilities  in  excess  of  current  assets  because  the  business  receives
substantially  immediate  payment  for  sales,  with  nominal receivables, while
accounts  payable  and  other  current liabilities normally carry longer payment
terms.  Vendors and purveyors often remain flexible with payment terms providing
businesses  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  of  revenue  growth  and  mix  of  sales  revenues,  overall  cash  flow,
profitability  from  operations  and  the  level  of  long-term  debt.

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

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


                                        9
<PAGE>
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

Our  nightclub  operations  are  significantly  affected  by  seasonal  factors.
Historically,  we have experienced reduced revenues from April through September
with  the  strongest  operating  results occurring during October through March.
Our  experience  to  date  indicates that there does not appear to be a seasonal
fluctuation  in  our  Internet  activities.

GROWTH  STRATEGY

The  Company  believes that its club operations can continue to grow organically
and through careful entry into markets and demographic segments with high growth
potential.  Upon  careful  research,  new clubs may be opened, or existing clubs
acquired,  in  locations  that are consistent with our growth and income targets
and  which  appear  receptive to the upscale club formula we have developed.  We
may  form joint ventures or partnerships to reduce start-up and operating costs,
with  our  Company  contributing  assets  in  the  form  of  our  brand name and
management expertise.  We may also develop new club concepts that are consistent
with  our  management  and marketing skills.  We may also acquire real estate in
connection  with club operations, although some clubs may be in leased premises.

We also expect to continue to grow our Internet profit centers and plan to focus
in the future on high-margin activities that leverage our marketing skills while
requiring  a  low  level  of  start-up  expense  and  ongoing  operating  costs.

Item 3.   Controls and Procedures.

As  of  the  end  of  the  period  of  this  report,  the Company carried out an
evaluation  of  the  effectiveness  of the design and operation of the Company's
disclosure  controls  and  procedures. This evaluation was carried out under the
supervision  and  with  the participation of the Company's management, including
the Company's chief executive officer and chief financial officer. Based on that
evaluation,  the  Company's  chief executive officer and chief financial officer
concluded that the Company's disclosure controls and procedures are effective in
timely  alerting  them  to  material  information required to be included in the
Company's periodic reports to the Securities and Exchange Commission. There have
been  no  significant  changes  in  the  Company's internal controls or in other
factors,  which  could  significantly affect internal controls subsequent to the
date  the  Company  carried  out  its  evaluation.


                                       10
<PAGE>
PART II   OTHER INFORMATION

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

          (a)  Exhibits

                    Exhibit  31.1 - Certification of Chief Executive Officer and
Chief  Financial  Officer of Rick's Cabaret International, Inc. required by Rule
13a  -  14(1)  or  Rule  15d  - 14(a) of the Securities Exchange Act of 1934, as
adopted  pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002.


                    Exhibit 32.1 -- 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 2002 and Section 1350 of 18 U.S.C. 63.

          (b)  Reports  on  Form  8-K

                    None.


                                       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: February 17, 2004               By: /s/ Eric S. Langan
                                          -----------------------
                                      Eric S. Langan
                                      Chief Executive Officer and acting
                                      Chief Financial Officer


                                       12
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
EXHIBIT 31.1

Certification  of  Chief Executive Officer and Chief Financial Officer of Rick's
- --------------------------------------------------------------------------------
Cabaret  International, Inc. pursuant to Rule 13a - 14(1) or Rule 15d - 14(a) of
- --------------------------------------------------------------------------------
the  Securities  Exchange Act of 1934, as adopted pursuant to Section 302 of the
- --------------------------------------------------------------------------------
Sarbanes-Oxley  Act  of  2002.
- ------------------------------

I,  Eric  Langan,  certify  that:

1.  I  have  reviewed  this  quarterly  report  on Form 10-QSB of Rick's Cabaret
International,  Inc.;
2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
      a)  designed  such  disclosure  controls  and  procedures  to  ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;
      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as  of  end  of the period of this quarterly report (the "Evaluation
Date");  and
      c)  presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;
5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):
      a)  all  significant  deficiencies  in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and
      b)  any  fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  February 17, 2004



By:  /s/ Eric S. Langan
     ----------------------
     Eric S. Langan
     Chief Executive Officer and Chief Financial Officer

                                       13
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
EXHIBIT 32.1

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
- --------------------------------------------------------------------------------
2002  and  Section  1350  of  18  U.S.C.  63.
- --------------------------------------------

I,  Eric  S.  Langan,  the  Chief  Executive  Officer and acting Chief Financial
Officer  of  Rick's  Cabaret  International,  Inc.,  hereby  certify that Rick's
Cabaret  International,  Inc.'s  periodic  report  on Form 10-QSB for the period
ending  December 31, 2003, 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 10-QSB 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: February 17, 2004              By: /s/ Eric S. Langan
                                         ------------------------
                                         Eric S. Langan
                                         Chief Executive Officer and
                                         acting Chief Financial Officer


                                       14
<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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