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<SEC-DOCUMENT>0001015402-05-002214.txt : 20050504
<SEC-HEADER>0001015402-05-002214.hdr.sgml : 20050504
<ACCEPTANCE-DATETIME>20050504133534
ACCESSION NUMBER:		0001015402-05-002214
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050118
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050504
DATE AS OF CHANGE:		20050504

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:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13992
		FILM NUMBER:		05798152

	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>8-K/A
<SEQUENCE>1
<FILENAME>body.txt
<DESCRIPTION>RICK'S CABERET 8-K A#1 01-18-2005
<TEXT>
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-K
                               AMENDMENT NUMBER 1

                                 Current Report
                       Pursuant To Section 13 or 15(d) Of
                       The Securities Exchange Act of 1934

                Date of Earliest Report Event:  January 18, 2005

                       RICK'S CABARET INTERNATIONAL, INC.
             (Exact Name of Registrant As Specified in Its Charter)

          Texas                           0-26958                 76-0037324
(State Or Other Jurisdiction      (Commission File Number)      (IRS Employer
    of Incorporation)                                        Identification No.)


                                10959 Cutten Road
                              Houston, Texas 77066
          (Address Of Principal Executive Offices, Including Zip Code)

                                 (281) 397-6730
            (Registrant's  Telephone  Number,  Including  Area  Code)



                            505 North Belt, Suite 630
                              Houston, Texas 77060
                                 (281) 820-1181
                      (Registrant's previous office/phone)


<PAGE>
ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

     The financial statements and pro forma financial information contained in
this Form 8-K Amendment Number 1 are in connection with our wholly owned
subsidiary, RCI Entertainment (New York), Inc.'s acquisition of 100% of the
stock of Peregrine Enterprises, Inc., a New York corporation, January 18, 2005,
that we reported on Form 8-K dated  January 24, 2005.

     The financial statements and pro forma financial information required by
Items 9.01(a) and 9.01(b) are attached hereto as Exhibits 99.1 and 99.2,
respectively.

     (c) Exhibits

Exhibit Number     Description

99.1               Financial Statements of Peregrine Enterprises, Inc.

99.2               Unaudited Pro Forma Condensed Combined Financial Statements


                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has duly caused this report on Form 8-K/A to be signed on its behalf
by  the  undersigned  hereunto  duly  authorized.

                                    RICK'S CABARET INTERNATIONAL, INC.



                                    /s/ Eric Langan
                                    --------------------------------------------
                                    By:  Eric Langan
Date:  May 3, 2005                  Chairman, President, Chief Executive
                                    Officer and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                           PEREGRINE ENTERPRISES, INC.

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                       WITH REPORT OF INDEPENDENT AUDITORS


<PAGE>
                           PEREGRINE ENTERPRISES, INC.

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003



                                TABLE OF CONTENTS


Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . . .  1

Audited Financial Statements:

    Balance Sheets . . .  . . . . . . . . . . . . . . . . . . . . . . . . . .  2

    Statements of Operations. . . . . . . . . . . . . . . . . . . . . . . . .  3

    Statements of Changes in Stockholder's Equity . . . . . . . . . . . . . .  4

    Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . .  5

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .  6


<PAGE>
                         REPORT OF INDEPENDENT AUDITORS


To  the  Stockholder  of
Peregrine  Enterprises,  Inc.


We  have  audited the accompanying balance sheets of Peregrine Enterprises, Inc.
as  of  December  31,  2004  and 2003, and the related statements of operations,
changes in stockholder's equity, and cash flows for the years then ended.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Peregrine Enterprises, Inc. as
of  December  31,  2004 and 2003, and the results of its operations and its cash
flows  for  the  years  then  ended  in  conformity  with  accounting principles
generally  accepted  in  the  United  States  of  America.


/s/ Whitley Penn
Whitley Penn


Dallas,  Texas
January  21,  2005


<PAGE>
<TABLE>
<CAPTION>
                           PEREGRINE ENTERPRISES, INC.
                                 BALANCE SHEETS

                                                            DECEMBER 31,
                                                          2004        2003
                                                       ----------  ----------
<S>                                                    <C>         <C>
ASSETS
Current assets:
  Cash                                                 $  14,490   $  14,490
  Accounts receivable:
    Trade                                                  7,660      10,592
    Other                                                      -      54,531
  Inventories                                              1,740       1,740
  Prepaid expenses                                        23,646      63,793
                                                       ----------  ----------
Total current assets                                      47,536     145,146

Fixed assets, net                                          5,604      42,087

Other assets                                              77,035      77,035
                                                       ----------  ----------
Total assets                                           $ 130,175   $ 264,268
                                                       ==========  ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Bank overdraft                                       $ 206,380   $ 230,705
  Accounts payable                                       130,774     212,111
  Accrued liabilities                                    215,831     114,918
  Line-of-credit                                          87,412           -
                                                       ----------  ----------
Total current liabilities                                640,397     557,734

Line-of-credit                                                 -      65,883
Deferred rent                                            228,769      94,820
Other non-current liabilities                              6,149       9,503
                                                       ----------  ----------

Total liabilities                                        875,315     727,940

Commitments and contingencies                                  -           -

Stockholder's equity:
  Common stock, no par value, 200 shares
    authorized and issued                                      -           -
  Retained earnings                                        4,860     286,328
  Treasury stock, 100 shares of common stock, at cost   (750,000)   (750,000)
                                                       ----------  ----------
Total stockholder's equity                              (745,140)   (463,672)
                                                       ----------  ----------

Total liabilities and stockholder's equity             $ 130,175   $ 264,268
                                                       ==========  ==========
</TABLE>

                See accompanying notes to financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                           PEREGRINE ENTERPRISES, INC.
                            STATEMENTS OF OPERATIONS


                                        YEAR ENDED DECEMBER 31,
                                      --------------------------
                                          2004           2003
                                      ------------  --------------
<S>                                   <C>           <C>
Revenues:
  Sales of  beverages                 $   229,032   $     293,159
  Service revenues                      2,006,902       2,199,496
                                      ------------  --------------
                                        2,235,934       2,492,655

Operating expenses:
  Cost of goods sold                      113,802         115,154
  Salaries and wages                      647,391         697,305
  Other general and administrative:
    Taxes and permits                     233,786         244,981
    Charge card fees                        3,266           2,637
    Rent                                  534,116         458,181
    Legal and professional                 75,589           9,000
    Advertising and marketing             152,655         245,520
    Depreciation                           36,482          69,593
    Other                                 657,769         630,652
                                      ------------  --------------
                                        2,454,856       2,473,023
                                      ------------  --------------

Income (loss) from operations            (218,922)         19,632

Other income (expense):
  Interest income                              11              30
  Interest expense                         (9,889)         (6,803)
  Other                                       332               -
                                      ------------  --------------
Total other expense                        (9,546)         (6,773)
                                      ------------  --------------

Net income (loss)                     $  (228,468)  $      12,859
                                      ============  ==============
</TABLE>

                See accompanying notes to financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                     PEREGRINE ENTERPRISES, INC.
                            STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                               YEARS ENDED DECEMBER 31, 2004 AND 2003


                                 COMMON STOCK                     TREASURY STOCK
                              -----------------               ---------------------       TOTAL
                               NUMBER              RETAINED    NUMBER                 STOCKHOLDER'S
                              OF SHARES  AMOUNT    EARNINGS   OF SHARES    AMOUNT        EQUITY
                              ---------  -------  ----------  ---------  ----------  ---------------
<S>                           <C>        <C>      <C>         <C>        <C>         <C>
Balance at December 31, 2002        200  $     -  $ 275,963         100  $(750,000)  $     (474,037)

  Net income                          -        -     12,859           -          -           12,859
  Stockholder distributions           -        -     (2,494)          -          -           (2,494)
                              ---------  -------  ----------  ---------  ----------  ---------------

Balance at December 31, 2003        200        -    286,328         100   (750,000)        (463,672)

  Net loss                            -        -   (228,468)          -          -         (228,468)
  Stockholder distributions           -        -    (53,000)          -          -          (53,000)
                              ---------  -------  ----------  ---------  ----------  ---------------

Balance at December 31, 2004        200  $     -  $   4,860         100  $(750,000)  $     (745,140)
                              =========  =======  ==========  =========  ==========  ===============
</TABLE>

                See accompanying notes to financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                           PEREGRINE ENTERPRISES, INC.
                             STATEMENTS OF CASH FLOWS

                                                        YEAR ENDED DECEMBER 31,
                                                         2004           2003
                                                     ------------  --------------
<S>                                                  <C>           <C>
OPERATING ACTIVITIES
  Net income (loss)                                  $  (228,468)  $      12,859
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
      Depreciation                                        36,482          69,593
      Changes in operating assets and liabilities:
        Accounts receivable                               57,463         (49,530)
        Inventories                                            -            (740)
        Prepaid expenses                                  40,147         (24,710)
        Other assets                                           -          (9,000)
        Bank overdraft                                   (24,325)         70,431
        Accounts payable                                 (81,337)       (124,695)
        Accrued liabilities                              100,913          10,070
        Deferred rent                                    133,949          94,820
        Other non-current liabilities                     (3,354)        (26,562)
                                                     ------------  --------------
Net cash provided by operating activities                 31,470          22,536

FINANCING ACTIVITIES
  Proceeds from line-of-credit                            52,020          10,000
  Payments on line-of-credit                             (30,490)        (30,042)
  Stockholder distributions                              (53,000)         (2,494)
                                                     ------------  --------------
Net cash used in financing activities                    (31,470)        (22,536)
                                                     ------------  --------------

Net decrease in cash and cash equivalents                      -               -
Cash and cash equivalents at beginning of year            14,490          14,490
                                                     ------------  --------------
Cash and cash equivalents at end of year             $    14,490   $      14,490
                                                     ============  ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the year for interest             $     6,345   $       6,632
                                                     ============  ==============
</TABLE>

                See accompanying notes to financial statements.


                                        5
<PAGE>
                           PEREGRINE ENTERPRISES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003


A.   NATURE OF BUSINESS

Peregrine Enterprises, Inc. (the "Company") was incorporated in the state of New
York  as  a  Subchapter  S  Corporation in 1992.  The Company currently owns and
operates  a  nightclub  that offers live adult entertainment.  The nightclub and
corporate  office  is  located  in  New  York  City,  New  York.


B.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A  summary of the Company's significant accounting policies consistently applied
in  the  preparation  of  the  accompanying  financial  statements  follows:

BASIS OF ACCOUNTING

The  accounts  are  maintained  and  the financial statements have been prepared
using  the  accrual basis of accounting in accordance with accounting principles
generally  accepted  in  the  United  States  of  America.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and assumptions that affect certain reported amounts in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from these
estimates  and  assumptions.

CASH  AND  CASH  EQUIVALENTS

The  Company  considers  all  highly liquid investments with a maturity of three
months  or less when purchased to be cash equivalents.  At December 31, 2004 and
2003,  the  Company  had  no  such  investments.  The Company maintains deposits
primarily  in  one  financial  institution,  which  may  at times exceed amounts
covered  by insurance provided by the U.S. Federal Deposit Insurance Corporation
("FDIC").  There  were no uninsured deposits at December 31, 2004 and 2003.  The
Company  has  not  incurred  any  losses  related  to  its  cash on deposit with
financial  institutions.

ACCOUNTS  AND  RECEIVABLE

Accounts  receivable,  trade  is  comprised  of  credit  card charges, which are
generally  converted  to  cash  in  two  to  five days after a purchase is made.
Accounts  receivable,  other  is  comprised  of  a  worker's compensation refund
received  in  2004  relating  to the 2003 policy period.  The Company recognizes
allowances  for  doubtful  accounts  when,  based  on  management  judgment,
circumstances indicate that accounts receivable will not be collected.  There is
no  allowance  for  doubtful  accounts  as  of  December  31,  2004  and  2003.


                                        6
<PAGE>
                           PEREGRINE ENTERPRISES, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


B.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVENTORIES

Inventories  include  non-alcoholic  beverages,  bar  supplies,  and  Company
merchandise.  Inventories  are  carried  at  the  lower  of  average cost, which
approximates  actual cost determined on a first-in, first-out ("FIFO") basis, or
market.

PROPERTY AND EQUIPMENT

Property  and  equipment are stated at cost.  Depreciation is computed using the
straight-line method over the estimated useful lives of the assets for financial
reporting  purposes.  Furniture,  equipment, vehicles and leasehold improvements
have  estimated useful lives between three and ten years. Expenditures for major
renewals  and  betterments  that  extend  the  useful  lives  are  capitalized.
Expenditures  for  normal maintenance and repairs are expensed as incurred.  The
cost  of  assets  sold or abandoned and the related accumulated depreciation are
eliminated  from the accounts and any gains or losses are charged or credited in
the  accompanying  statement  of  operations  of  the  respective  period.

REVENUE RECOGNITION

The  Company  recognizes  revenue  from  the  sale  of  non-alcoholic beverages,
merchandise,  cover  charges  and  services at the point-of-sale upon receipt of
cash,  check,  or  credit  card  charge.

ADVERTISING AND MARKETING

Advertising  and  marketing  expenses are primarily composed of costs related to
public  advertisements  and  are  expensed  as  incurred.

INCOME  TAXES

The  Company  is  organized as an S Corporation for federal income tax purposes.
As  a  result,  income  or  losses  are taxable or deductible to the stockholder
rather  than at the corporate level; accordingly, no provision has been made for
federal  income  taxes  in  the  accompanying  financial  statements.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the reporting requirements of SFAS No. 107, Disclosures About
Fair  Value  of  Financial Instruments, the Company calculates the fair value of
its  assets  and  liabilities  which qualify as financial instruments under this
statement  and  includes  this  additional information in the notes to financial
statements  when  the  fair  value is different than the carrying value of these
financial  instruments.  The  estimated  fair  value  of  accounts  receivable,
accounts  payable and accrued liabilities approximate their carrying amounts due
to  the  relatively  short maturity of these instruments.  The carrying value of
short  and  long-term  debt also approximates fair value since these instruments
bear  market  rates of interest.  None of these instruments are held for trading
purposes.


                                        7
<PAGE>
                           PEREGRINE ENTERPRISES, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


C.   FIXED ASSETS

Fixed  assets  consisted  of  the  following:

<TABLE>
<CAPTION>
                                     DECEMBER 31,
                                  2004        2003
                               ----------  ----------
<S>                            <C>         <C>

Leasehold improvements         $  637,571  $  637,571
Furniture and equipment           368,342     368,342
Other                              53,792      53,792
                               ----------  ----------
Total property and equipment    1,059,705   1,059,705
Less accumulated depreciation   1,054,101   1,017,618
                               ----------  ----------

Fixed assets, net              $    5,604  $   42,087
                               ==========  ==========
</TABLE>

D.   LINE-OF-CREDIT

The  Company  has  available  a  $100,000  unsecured line-of-credit with a bank.
Interest  is  payable  monthly  on the outstanding balance at a floating rate of
prime  plus  1.5%  (6.75% at December 31, 2004).  This arrangement is subject to
renewal  in  June 2005.  The amount outstanding under this agreement at December
31,  2004  was  $87,412.


E.   COMMITMENTS AND CONTINGENCIES

Leases

The  Company  leases  a building under an operating lease, of which rent expense
was approximately $534,000 and $458,000, net of subleasing income of $24,000 and
$24,000,  for  the  years  ended  December 31, 2004 and 2003, respectively.  The
sublease agreement has expired; however, the tenant is paying $2,000 to sublease
space  on  a  month-to-month  basis.

The  Company's  building lease contains escalating lease payments over the lease
term  and, as a result, the Company is recording rent expense on a straight-line
basis  over  the  term of the lease.  The Company has approximately $229,000 and
$95,000  of  deferred  rent  at  December  31,  2004  and  2003,  respectively.


                                        8
<PAGE>
                           PEREGRINE ENTERPRISES, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


E.   COMMITMENTS AND CONTINGENCIES - CONTINUED

Leases - continued

Future  minimum  annual  lease  obligations  as  of December 31, 2004, excluding
future  sublease  income,  approximates  the  following:

<TABLE>
<CAPTION>
<S>                                     <C>
2005                                    $   435,000
2006                                        448,000
2007                                        461,000
2008                                        475,000
2009                                        490,000
Thereafter                                8,117,000
                                        -----------
Total future minimum lease obligations  $10,426,000
                                        ===========
</TABLE>

F.   SUBSEQUENT EVENTS

Effective  January  19,  2005,  the  Company  was  acquired  by  Rick's  Cabaret
International,  Inc., which operates live adult entertainment nightclubs. Rick's
Cabaret  International,  Inc.  is  a  publicly  traded  company.


                                        9
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                    EXHIBIT 99.2

                       RICK'S CABARET INTERNATIONAL, INC.
           UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The  unaudited  pro  forma  condensed  combined  financial  statements have been
prepared  to  give  effect  to  Rick's  Cabaret International, Inc.'s ("Rick's")
acquisition  of  Peregrine  Enterprises,  Inc.,  a  New  York  corporation
("Peregrine").  On  January  18,  2005,  Rick's  wholly  owned  subsidiary,  RCI
Entertainment  (New  York),  Inc.,  a  New  York  corporation  ("RCI  New York")
completed  the  acquisition  of Peregrine pursuant to a Stock Purchase Agreement
with  Peregrine's  sole  stockholder,  Philip  Eisenberg  (the  "Stock  Purchase
Agreement").  Under  the  terms  of  the  Stock Purchase Agreement, RCI New York
purchased  all  of  the shares of common stock of Peregrine for a total purchase
price  of  $7,775,000, payable $2,500,000 in cash at closing, $5,125,000 payable
in  a secured convertible promissory note bearing simple interest at the rate of
4.0% per annum (the "Secured Convertible Note"), part of which is convertible to
restricted  shares  of Rick's common stock at prices ranging from $4.00 to $7.50
per  share,  and $150,000 of transaction costs.  As part of the transaction, Mr.
Eisenberg  also entered into a five-year covenant not to compete with Peregrine,
RCI  New  York  or  Rick's.

On  November  15  and  17,  2004,  Rick's  borrowed  $590,000  and  $1,042,000,
respectively,  from  a  financial  institution at an annual interest rate of 10%
over  a  10 year term.  On November 30, 2004, the Company borrowed $900,000 from
an  unrelated individual at an 11% annual interest rate over a 10 year term.  On
December  30, 2004, the Company borrowed $1,270,000 from a financial institution
at  an annual interest rate of 10% over a 10 year term.  The money received from
this  financing is being used for the acquisition and renovation of the New York
club  (collectively  referred  to  as  "New  York  Club  Debt").

The  pro forma condensed balance sheet gives effect to the Peregrine acquisition
as  if  it  had  occurred  on  December 31, 2004 combining the balance sheets of
Rick's  and  Peregrine  as  of  that date. The pro forma condensed statements of
operations  for  the three months ended December 31, 2004 and for the year ended
September  30,  2004  give  effect  to  the acquisition as if it had occurred on
October  1,  2003  combining  the  results  of Rick's for the three months ended
December  31, 2004 and the year ended September 30, 2004 with those of Peregrine
for the three months ended December 31, 2004 and for the year ended December 31,
2004.

The  pro  forma statements of operations for the three months ended December 31,
2004  and  for the year ended September 30, 2004 include appropriate adjustments
for  amortization,  interest and other items related to the transaction. The pro
forma  adjustments  are  based  on  preliminary  appraisal  results,  estimates,
available information and certain assumptions that management deems appropriate.
The  pro  forma  financial  information  is  unaudited  and  does not purport to
represent  the  results  that  would  have  been  obtained  had the transactions
occurred  at  October  1,  2003,  as assumed, nor does it purport to present the
results  which  may  be  obtained  in  the  future.


<PAGE>
<TABLE>
<CAPTION>
                       RICK'S CABARET INTERNATIONAL, INC.
                   PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                DECEMBER 31, 2004
                    (IN THOUSANDS, EXCEPT SHARE INFORMATION)


                                                 RICK'S    PEREGRINE      PRO FORMA      PRO FORMA
                                                                       ADJUSTMENT (A)    COMBINED
                                                --------  -----------  ---------------  -----------
<S>                                             <C>       <C>          <C>              <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                       $ 3,438   $       14   $       (2,500)  $      952
Accounts receivable, net                             72            8                -           80
Other receivables, net                              201            -                -          201
Marketable securities                                78            -                -           78
Inventories                                         249            2               (2)         249
Prepaid expense and other current assets          1,029           23               28        1,080
                                                --------  -----------  ---------------  -----------

        TOTAL CURRENT ASSETS                      5,067           47           (2,474)       2,640

Property and equipment, net                       9,261            6               (6)       9,261
Goodwill                                          1,983            -                -        1,983
Other assets                                        448           77                -          525
Intangible assets                                     -            -            7,854        7,854
                                                --------  -----------  ---------------  -----------

        TOTAL ASSETS                            $16,759   $      130   $        5,374   $   22,263
                                                ========  ===========  ===============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade                        $   233   $      131   $         (131)  $      233
Bank overdraft                                        -          206             (206)           -
Accrued expenses                                    505          216              (66)         655
Current portion of long-term debt                   572            -                -          572
Line-of-credit                                        -           87              (87)           -
                                                --------  -----------  ---------------  -----------

        TOTAL CURRENT LIABILITIES                 1,310          640             (490)       1,460

Deferred gain on sale of subsidiary                 164            -                -          164
Long-term debt less current portion               7,150            -            5,125       12,275
Deferred rent                                         -          229                -          229
Other non-current liabilities                         -            6               (6)           -
                                                --------  -----------  ---------------  -----------

        TOTAL LIABILITIES                         8,624          875            4,629       14,128

COMMITMENTS AND CONTINGENCIES                         -            -                -            -

MINORITY INTERESTS                                   40            -                -           40

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 outstanding                 46            -                -           46
   Additional paid-in capital                    11,273            -                -       11,273
   Accumulated other comprehensive income            65            -                -           65
   Accumulated deficit                           (1,995)           5               (5)      (1,995)
   Less 908,530 shares of common stock held in
      treasury, at cost                          (1,294)        (750)             750       (1,294)
                                                --------  -----------  ---------------  -----------

        TOTAL STOCKHOLDERS' EQUITY                8,095         (745)             745        8,095
                                                --------  -----------  ---------------  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $16,759   $      130   $        5,374   $   22,263
                                                ========  ===========  ===============  ===========
</TABLE>


<TABLE>
<CAPTION>
                              RICK'S CABARET INTERNATIONAL, INC.
                     PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                             THREE MONTHS ENDED DECEMBER 31, 2004
                         (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)


                                                                 PRO FORMA       PRO FORMA
                                         RICK'S    PEREGRINE    ADJUSTMENTS      COMBINED
                                        --------  -----------  ---------------  -----------
<S>                                     <C>       <C>          <C>              <C>
TOTAL REVENUE                           $ 3,669   $      486   $          -     $    4,155

Operating expenses:
  Cost of goods sold                        472           20              -            492
  Salaries and wages                      1,344          155              -          1,499
  Other general and administrative        1,774          461             11   B      2,246
                                        --------  -----------  ---------------  -----------


TOTAL OPERATING EXPENSES                  3,590          636             11          4,237
                                        --------  -----------  ---------------  -----------

Operating income (loss)                      79         (150)           (11)           (82)

Other expense, net                          (85)          (6)           (51)  C       (210)
                                                                        (68)  D
                                        --------  -----------  ---------------  -----------

Net loss                                $    (6)  $     (156)  $       (130)    $     (292)
                                        ========  ===========  ===============  ===========

Net loss per share:
  Basic and diluted                     $ (0.00)                                $    (0.08)
                                        ========                                ===========


Weighted average shares outstanding:      3,700                                      3,700
                                        ========                                ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                               RICK'S CABARET INTERNATIONAL, INC.
                      PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                 YEAR ENDED SEPTEMBER 30, 2004 *
                          (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)


                                                                   PRO FORMA      PRO FORMA
                                         RICK'S    PEREGRINE *    ADJUSTMENTS     COMBINED
                                        --------  -------------  -------------  -----------
<S>                                     <C>       <C>            <C>            <C>
TOTAL REVENUE                           $15,960   $      2,236   $          -   $   18,196

Operating expenses:
  Cost of goods sold                      1,983            114              -        2,097
  Salaries and wages                      5,491            647              -        6,138
  Other general and administrative        7,420          1,694             45   B    9,159
                                        --------  -------------  -------------  -----------


TOTAL OPERATING EXPENSES                 14,894          2,455             45       17,394
                                        --------  -------------  -------------  -----------

Operating income (loss)                   1,066           (219)           (45)         802

Other expense, net                         (291)            (9)          (205)  C     (894)
                                                                         (389)  D
                                        --------  -------------  -------------  -----------

Net income (loss)                       $   775   $       (228)  $       (639)  $      (92)
                                        ========  =============  =============  ===========
Net income (loss) per share:
  Basic and diluted                     $  0.21                                 $    (0.02)
                                        ========                                ===========


Weighted average shares outstanding:      3,700                                      3,700
                                        ========                                ===========
</TABLE>

* Amounts for Peregrine are for the year ended December 31, 2004


<PAGE>
                       RICK'S CABARET INTERNATIONAL, INC.
      NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET ADJUSTMENT

(A)  Records  the  Peregrine  acquisition,  including:  (1)  payment  of
     $2,500,000  in  cash  and  Secured Convertible Note issued of $5,125,000 in
     exchange  for  the  Common  Stock,  (2)  transaction  costs of $150,000 (3)
     removal of Peregrine stockholder's equity. For pro forma purposes the total
     consideration is estimated at $7,775,000.

     This  acquisition  was  accounted  for  as  a  purchase  with  the  total
     consideration preliminarily allocated to the assets and liabilities assumed
     as follows:

<TABLE>
<CAPTION>
                                                 AMOUNT
     DESCRIPTION                             (IN THOUSANDS)
<S>                                          <C>

     Total consideration:
       Cash                                  $        2,500
       Issuance of Secured Convertible Note           5,125
       Estimated transaction costs                      150
                                             ---------------
                                             $        7,775
                                             ===============

     Allocation:
       Current asset                         $           73
       Non-current assets                                77
       Discounted lease                                 446
       Non-compete agreement                            100
       Sexually oriented business license             7,308
       Current Liabilities                             (229)
                                             ---------------
                                             $        7,775
                                             ===============
</TABLE>

     The  foregoing  allocations  are  based  on  estimated  fair values and are
     subject to adjustment. Fair values of assets acquired were determined based
     on management's valuation.


<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS

(B)  Records  adjustment  to  amortization  expense  to reflect increase for new
     basis  of  identifiable  intangible  assets  including  discounted  lease,
     non-compete  agreement  and  sexually oriented business license. Discounted
     lease  is  amortized  straight-line  over  an  18-year  life.  Non-compete
     agreement  is  amortized  straight-line  over  a  five-year  life. Sexually
     oriented  business  license is considered to have an indefinite life and is
     not amortized.

(C)  Records  adjustment  to  interest  expense  to  reflect  the  payment  of
     interest  for  Rick's  $5,125,000 Secured Convertible Note arising from the
     Peregrine acquisition.

(D)  Records  adjustment  to  interest  expense  to  reflect  the  payment  of
     interest  of  Rick's  $3,802,000  New York Club Debt arising related to the
     Peregrine acquisition.


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