8-K/A

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NUMBER 1

Current Report

Pursuant To Section 13 or 15(d) Of

The Securities Exchange Act of 1934

Date of Earliest Report Event:  November 30, 2007

RICK'S CABARET INTERNATIONAL, INC.

(Exact  Name  of  Registrant  As  Specified  in  Its  Charter)

Texas	0-26958	76-0037324
(State Or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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)

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 acquisition of 100% of the stock of Stellar Management, Inc. and Miami Gardens Square One, Inc. on November 30, 2007, which we reported on Form 8-K dated December 3, 2007.

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 Combined Financial Statements of Miami Gardens Square One, Inc. and Stellar Management, 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:  February 11, 2008	President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

MIAMI GARDENS SQUARE ONE, INC. AND

STELLAR MANAGEMENT CORPORATION

COMBINED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2007 and

Year Ended December 31, 2006

Table of Contents

Report of Independent Registered Public Accounting Firm	1
Audited Combined Financial Statements:
Combined Balance Sheets	2
Combined Statements of Income	3
Combined Statements of Changes in Stockholders’ Equity	4
Combined Statements of Cash Flows	5
Notes to Combined Financial Statements	6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of

Miami Gardens Square One, Inc. and Stellar Management Corporation

We have audited the accompanying combined balance sheets of Miami Gardens Square One, Inc. and Stellar Management Corporation as of September 30, 2007 and December 31, 2006, and the related combined statements of income, changes in stockholders’ equity, and cash flows for the nine months ended September 30, 2007 and the year ended December 31, 2006.  These combined financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 combined financial statements referred to above present fairly, in all material respects, the combined financial position of Miami Gardens Square One, Inc. and Stellar Management Corporation as of September 30, 2007 and December 31, 2006, and the combined results of their operations and their cash flows for the nine months ended September 30, 2007 and the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

/s/ Whitley Penn LLP

Dallas, Texas

February 11, 2008

1

MIAMI GARDENS SQUARE ONE, INC. AND STELLAR MANAGEMENT CORPORATION

COMBINED BALANCE SHEETS

	September 30,		December 31,
	2007		2006
Assets
Current assets:
Cash and cash equivalents	$	673,971	$	403,366
Accounts receivable, trade		319,650		218,571
Inventories		328,728		287,731
Prepaid expenses		43,012		43,507
Total current assets		1,365,361		953,175
Property and equipment, net		4,312,888		4,808,237
Other assets -- deposits		96,085		63,465
Total assets	$	5,774,334	$	5,824,877
Liabilities and Stockholders’Equity
Current liabilities:
Accounts payable and accrued liabilities	$	325,306	$	341,036
Notes payable, related party		2,105,000		3,905,000
Notes payable		447,918		1,094,459
Total current liabilities		2,878,224		5,340,495
Commitments and contingencies		-		-
Stockholders’equity:
Common stock, $.01 par value, 4,000 shares authorized, 2,050 shares issued		20		20
Additional paid-in capital		2,366,023		2,366,023
Retained earnings(accumulated deficit)		530,067		(1,881,661	)
Total stockholders’equity		2,896,110		484,382
Total liabilities and stockholders’equity	$	5,774,334	$	5,824,877

See accompanying notes to combined financial statements.

2

MIAMI GARDENS SQUARE ONE, INC. AND STELLAR MANAGEMENT CORPORATION

COMBINED STATEMENTS OF INCOME

	Nine Months
	Ended			Year Ended
	September 30,			December 31,
	2007			2006
Revenues:
Sales of  alcoholic beverages	$	12,441,539		$	13,275,533
Service revenues		1,232,040			998,950
Other		308,951			339,535
		13,982,530			14,614,018
Operating expenses:
Cost of goods sold		1,840,317			2,276,989
Salaries and wages		1,756,808			2,098,442
Other general and administrative:
Taxes and permits		1,178,611			1,482,305
Charge card fees		186,932			400,726
Rent		684,668			675,008
Advertising and marketing		271,358			464,931
Depreciation		495,349			629,601
Other		2,422,978			3,074,684
		8,837,021			11,102,686
Income from operations		5,145,509			3,511,332
Other income		34,000			58,216
Interest expense		(327,748	)		(559,866	)
Net income	$	4,851,761		$	3,009,682

See accompanying notes to combined financial statements.

3

MIAMI GARDENS SQUARE ONE, INC. AND STELLAR MANAGEMENT CORPORATION

COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2007AND YEAR ENDED DECEMBER 31, 2006

	Common Stock					Additional	Retained Earnings			Total Stockholders'
	Number of Shares		Amount			Paid-in Capital	(Accumulated Deficit)			Equity (Deficit)
Balance at December 31, 2005		2,050	$	20	$	1,500,280	$	(1,697,030	)	$	(196,730	)
Stockholder contributions		-		-		865,743		-			865,743
Stockholder distributions		-		-		-		(3,194,313	)		(3,194,313	)
Net income		-		-		-		3,009,682			3,009,682
Balance at December 31, 2006		2,050		20		2,366,023		(1,881,661	)		484,382
Stockholder distributions		-		-		-		(2,440,033	)		(2,440,033	)
Net income		-		-		-		4,851,761			4,851,761
Balance at September 30, 2007		2,050	$	20	$	2,366,023	$	530,067		$	2,896,110

See accompanying notes to combined financial statements.

4

MIAMI GARDENS SQUARE ONE, INC. AND STELLAR MANAGEMENT CORPORATION

COMBINED STATEMENTS OF CASH FLOWS

	Nine Months
	Ended			Year Ended
	September 30,			December 31,
	2007			2006
Operating Activities
Net income	$	4,851,761		$	3,009,682
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		495,349			629,601
Changes in operating assets and liabilities:
Accounts receivable		(101,079	)		(218,571	)
Inventories		(40,997	)		(235,503	)
Prepaid expenses and other assets		(32,125	)		(13,119	)
Accounts payable and accrued liabilities		(15,730	)		163,469
Net cash provided by operating activities		5,157,179			3,335,559
Investing Activities
Purchases of property and equipment		-			(378,137	)
Financing Activities
Bank overdraft			-		(47,745)
Proceeds from debt		40,000			2,210,000
Payments on debt		(2,486,541	)		(2,387,741	)
Stockholder contributions		-			865,743
Stockholder distributions		(2,440,033	)		(3,194,313	)
Net cash used in financing activities		(4,886,574	)		(2,554,056	)
Net increase in cash and cash equivalents		270,605			403,366
Cash and cash equivalents at beginning of year		403,366			-
Cash and cash equivalents at end of year	$	673,971		$	403,366
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for interest	$	347,895		$	536,584

See accompanying notes to combined financial statements.

5

MIAMI GARDENS SQUARE ONE, INC. AND STELLAR MANAGEMENT CORPORATION

Notes to Combined Financial Statements

September 30, 2007 and December 31, 2006

A. Nature of Business

Miami Gardens Square One, Inc. and Stellar Management Corporation were incorporated in the state of Florida in 2003.  The Companies have common ownership and currently own and operate a nightclub that offers live adult entertainment.  The nightclub and corporate office are located in Miami Gardens, Florida.  The companies are collectively referred to herein as “the Company”.

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:

Principles of Combination

The combined financial statements include the accounts of Miami Gardens Square One, Inc. and Stellar Management Corporation. Significant intercompany accounts and transactions have been eliminated in combination. 

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 September 30, 2007 and December 31, 2006, 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”).  At September 30, 2007 and December 31, 2006, the uninsured portion of these deposits approximated $386,000 and $371,000, respectively.  The Company has not incurred any losses related to its cash on deposit with financial institutions.

Accounts 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.  The Company recognizes allowances for doubtful accounts when, based on management judgment, circumstances indicate that accounts receivable will not be collected.  There was no allowance for doubtful accounts as of September 30, 2007 and December 31, 2006.

6

MIAMI GARDENS SQUARE ONE, INC. AND STELLAR MANAGEMENT CORPORATION

Notes to Combined 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. Provisions for depreciation and amortization are made using straight-line rates over the estimated useful lives of the related assets and the shorter of useful lives or terms of the applicable leases for leasehold improvements. Furniture, equipment and leasehold improvements have estimated useful lives between three and eight and one-half 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 combinedstatement of income of the respective period.

Revenue Recognition

The Company recognizes revenue from the sale of alcoholic beverages, food and merchandise, 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 comprised of costs related to public advertisements and giveaways, which are used for promotional purposes.  Advertising and marketing expenses are expensed as incurred and are included in operating expenses in the accompanying combined statements of income.

Income Taxes

The Company is an S-Corporation for federal income tax purposes and the Company is taxed similar to a partnership, whereby income taxes are the responsibility of the individual shareholders.  Therefore, no provision for income taxes is made in the accompanying combined 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 combined 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 the Company’s notes payable also approximates fair value since these instruments bear market rates of interest.  None of these instruments are held for trading purposes.

7

MIAMI GARDENS SQUARE ONE, INC. AND STELLAR MANAGEMENT CORPORATION

Notes to Combined Financial Statements

 (Continued)

C. Property and Equipment

 

Property and equipment consisted of the following:

	September 30,			December 31,
	2007			2006
Leasehold improvements	$	4,693,511		$	4,693,511
Equipment, furniture and fixtures		744,327			744,327
		5,437,838			5,437,838
Less accumulated depreciation and amortization		(1,124,950	)		(629,601	)
	$	4,312,888		$	4 ,808,237

D. Notes Payable, Related Party

 

Notes payable, related party consisted of notes payable to individuals, including a Company stockholder, interest payable monthly at rates from 12%-13%, collateralized by certain real property owned by a stockholder and guaranteed by the Company’s two stockholders, principal due in May 2008.  These notes were all paid off subsequent to September 30, 2007; therefore, all debt is shown as current.

E. Notes Payable

Following is a summary of notes payable as of September 30, 2007 and December 31, 2006.  These notes were all paid off subsequent to September 30, 2007; therefore, all debt is shown as current.

	September 30,			December 31,
		2007			2006
$1,300,000 credit facility with a bank, interest atprime plus 1.5% but not less than 10%, principal payable $27,083 monthly plus accrued interest, matures in June 2009, collateralized by certain real property owned by a Company stockholder and guaranteed by the Company’s two stockholders		$	322,918		$	769,459
Unsecured notes payable to individuals, interest payable monthly atrates from 8%-13%, maturing at various dates from January 2007 to August 2008			125,000			325,000
Total		$	447,918		$	1,094,459

8

MIAMI GARDENS SQUARE ONE, INC. AND STELLAR MANAGEMENT CORPORATION

Notes to Combined Financial Statements

 (Continued)

F.   Commitments and Contingencies

Leases

The Company leases a building and corporate office space under operating leases, of which rent expense was approximately $684,668 and $675,008 for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively.

Future minimum annual lease obligations as of September 30, 2007, approximate the following:

Years ended September 30:
2008	$	851,268
2009		851,268
2010		851,268
2011		851,268
2012		851,268
Thereafter		1,489,719
Total future minimum lease obligations	$	5,746,059

Litigation

The Company can be subjected to certain routine legal matters in the ordinary course of business.  The Company does not believe that the ultimate resolution of the matters will have a material impact on the Company's financial position or results of operations.

G. Stockholders’ Equity

Following is a summary of the common stock of the Company:

	Par Value	Number of Shares Authorized	Number of Shares Issued
Miami Gardens Square One, Inc.	$.01	2,000	2,000
Stellar Management Corporation	$.01	2,000	50

H.  Subsequent Events

The Company paid off all its notes payable subsequent to September 30, 2007.

Effective November 30, 2007, 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

EX-99.2

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 Miami Gardens Square One, Inc. and Stellar Management Corporation (collectively referred to herein as “MGSO”).  On November 30, 2007, we entered into a Stock Purchase Agreement for the acquisition of 100% of the issued and outstanding common stock of Stellar Management Corporation, a Florida corporation (the “Stellar Stock”) and 100% of the issued and outstanding common stock of Miami Gardens Square One, Inc., a Florida corporation (the “MGSO Stock”) which owns and operates an adult entertainment cabaret known as “Tootsies Cabaret” (“Tootsies”) located at 150 NW 183rd Street, Miami Gardens, Florida  33169 (the “Transaction”).  Pursuant to the Stock Purchase Agreement, we acquired the Stellar Stock and the MGSO Stock from Norman Hickmore (“Hickmore”) and Richard Stanton (“Stanton”) for a total purchase price of $25,486,000 (which includes inventory and other assets), payable $15,486,000 in cash and payable $10,000,000 pursuant to two secured promissory notes in the amount of $5,000,000 each to Stanton and Hickmore (the “Notes”).  As part of the Transaction, Hickmore and Stanton entered into five-year covenants not to compete with us.  Additionally, as part of the Transaction, we entered into an Assignment to Lease Agreements with the landlord for the property where Tootsies is located.  The underlying Lease Agreements for the property provide for an original lease term through June 30, 2014, with two option periods which give us the right to lease the property through June 30, 2034.

The pro forma condensed balance sheet gives effect to the MGSO acquisition as if it had occurred on September 30, 2007, combining the balance sheets of Rick’s and MGSO as of that date. The pro forma condensed statements of operations for the year ended September 30, 2007 give effect to the acquisition as if it had occurred on October 1, 2006 combining the results of Rick’s for the fiscal year ended September 30, 2007 with those of MGSO for the twelve month period ended September 30, 2007 .

The pro forma statements of operations for the year ended September 30, 2007 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, 2006, as assumed, nor does it purport to present the results which may be obtained in the future.

RICK 'S CABARET INTERNATIONAL, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

SEPTEMBER 30, 2007

(IN THOUSANDS, EXCEPT SHARE INFORMATION)

						Pro Forma			Pro Forma
	Rick 's			MGSO		Adjustment (A)			Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,999		$	674	$	(1,256	)	$	2,417
Accounts receivable:
Trade		557			319		(319	)		557
Employees		219			-		-			219
Marketable securities		33			-		-			33
Inventories		369			329		18			716
Prepaid expenses and other current assets		287			43		-			330
Total current assets		4,464			1,365		(1,557	)		4,272
Property and equipment, net		21,365			4,313		606			26,284
Goodwill and indefinite lived intangibles		20,180			-		27,138			47,318
Definite lived intangibles, net		699			-		200			899
Other		368			96		-			464
Total assets	$	47,076		$	5,774	$	26,387		$	79,237
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	2,202		$	325	$	(200	)	$	2,327
Current portion of long-term debt		3,291			2,553		(2,553	)		3,291
Total current liabilities		5,493			2,878		(2,753	)		5,618
Long-term debt less current portion		11,096			-		10,000			21,096
Deferred tax liability		4,392			-		7,036			11,428
Other		421			-		-			421
Total liabilities		21,402			2,878		14,283			38,563
COMMITMENTS AND CONTINGENCIES		-			-		-			-
MINORITY INTERESTS		180			-		-			180
TEMPORARY EQUITY - Common stock,		1,450			-		-			1,450
subject to put rights (215,000 shares)
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par, 1,000,000 shares authorized; none outstanding		-			-		-			-
Common stock, $.01 par, 15,000,000 shares authorized; 6,903,354 outstanding		69			-		12			81
Additional paid-in capital		22,644			2, 366		12, 622			37,632
Accumulated other comprehensive income		20			-		-			20
Retained earnings		2,604			530		( 530	)		2,604
Less 908,530 shares of common stock held in treasury, at cost		(1,293	)		-		-			(1,293	)
Total stockholders' equity		24,044			2,896		12,104			39,044
Total liabilities and stockholders' equity	$	47,076		$	5,774	$	26,387		$	79,237

RICK 'S CABARET INTERNATIONAL, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 2007

(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)

							Pro Forma				Pro Forma
	Rick 's			MGSO			Adjustments				Combined
Total revenue	$	32,014		$	18,216		$	-			$	50,230
Operating expenses:
Cost of goods sold		4,036			2,350			-				6,386
Salaries and wages		8,740			2,281			-				11,021
Depreciation and amortization		1,597			660			40		B		2,297
Other general and administrative		13,537			6,333			-				19,870
Total operating expenses		27,910			11,624			40				39,574
Operating income		4,104			6,592			(40	)			10,656
Interest expense		(1,336	)		(392	)		(1,008	)	C		(2,736	)
Income tax expense		(236	)		-			(1,803	)	D		(2,039	)
Other		523			-			-				523
Net income	$	3,055		$	6,200		$	(2,851	)		$	6,404
Net income per share:
Basic	$	0.54									$	0.93
Diluted	$	0.50									$	0.87
Weighted average shares outstanding:
Basic		5,701										6,866
Diluted		6,215										7,380

RICK’S CABARET INTERNATIONAL, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Continued)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET ADJUSTMENT

(A) Records the MGSO acquisition, including: payment of $15,486,000 in cash, Promissory Notes issued aggregating $10,000,000, removal of MGSO stockholders’ equity, $15,000,000 of Rick’s common stock to fund the acquisition, net of offering costs, and estimated transaction costs of $125,000.

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

	AMOUNT
DESCRIPTION	(IN THOUSANDS)
Total consideration:
Cash	$	15,486
Issuance of Promissory Notes		10,000
Estimated transaction costs		125
	$	25,611
Allocation:
Current assets	$	390
Property & equipment and other assets		4,919
Non-compete agreement		200
Goodwill		7,036
Sexually oriented business license		20,102
Deferred tax liability		(7,036	)
	$	25,611

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.

RICK’S CABARET INTERNATIONAL, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Continued)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS ADJUSTMENTS

(B) Records adjustment to amortization expense to reflect increase for new basis of identifiable intangible assets including non-compete agreement and sexually oriented business license. 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 interest on Rick's $10,000,000 Promissory Notes related to the acquisition. The sellers paid off all MGSO Notes payable immediately after the transaction closed.

(D) Records income tax expense on MGSO net income and pro forma adjustments.