SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the
|X| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Million Dollar Saloon, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
(214) 691-6757
November 4, 2002
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Million Dollar Saloon, Inc. (the "Company") to be held at 2:00 p.m., Central
Standard Time, on Tuesday, December 10, 2002, at the corporate offices, 6848
Greenville Avenue, Dallas, Texas 75231.
This year you will be asked to consider two proposals concerning the
election of directors and ratification of the appointment of the Company's
independent public accountants, respectively. These matters are explained more
fully in the attached proxy statement, which you are encouraged to read.
The Board of Directors recommends that you approve the proposals and
urges you to return your signed proxy card at your earliest convenience, whether
or not you plan to attend the annual meeting.
Thank you for your cooperation.
Sincerely,
Dewanna Ross
Secretary
MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
(214) 691-6757
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 10, 2002
Notice is hereby given that the Annual Meeting of the Stockholders of
Million Dollar Saloon, Inc., a Nevada corporation (the "Company"), will be held
on December 10, 2002, at 2:00 p.m., Central Standard Time, at the corporate
offices, 6848 Greenville Avenue, Dallas, Texas 75231, for the following
purposes:
(1) To elect two (2) directors of the Company to hold office until the next
Annual Meeting of Stockholders or until their respective successors are
duly elected and qualified;
(2) To ratify the appointment of S. W. Hatfield, CPA as independent public
accountants for the Company; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The holders of record of common stock of the Company at the close of
business on November 1, 2002, will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Dewanna Ross
Secretary
MILLION DOLLAR SALOON, INC.
6848 Greenville Ave.
Dallas, Texas 75231
----------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 10, 2002
----------------------
SOLICITATION AND REVOCABILITY OF PROXIES
A Proxy in the accompanying form is being solicited by the Board of
Directors of Million Dollar Saloon, Inc. (the "Company") for use at the
Company's Annual Meeting of Stockholders (the "Meeting") to be held at the
corporate offices, 6848 Greenville Avenue, Dallas, Texas 75231, at 2:00 p.m.
Central Standard Time, on December 10, 2002, and at any adjournment thereof. The
Company will bear the cost of such solicitation, including charges and expenses
of brokerage firms, banks and others for forwarding solicitation material to
beneficial owners. In addition to the use of the mails, Proxies may be solicited
by officers and employees of the Company, without remuneration, by personal
contact, telephone or facsimile. Proxies, together with copies of this Proxy
Statement, are being mailed to stockholders of the Company on or about November
4, 2002.
Execution and return of the enclosed Proxy will not in any way affect a
stockholder's right to attend the Meeting and to vote in person, and any
stockholder giving a Proxy has the power to revoke it at any time before it is
voted by filing with the Secretary of the Company a written revocation or duly
executed Proxy bearing a later date. A Proxy, when executed and not revoked,
will be voted in accordance with the instructions thereon. In the absence of
specific instructions, Proxies will be voted by the individuals named in the
Proxy "FOR" the election as directors of those two nominees named in this Proxy
Statement, "FOR" the proposal to ratify the appointment of S. W. Hatfield, CPA
as independent public accountants for the Company, and in accordance with their
best judgment on all other matters that may properly come before the Meeting.
VOTING SECURITIES AND QUORUM
Stockholders of record at the close of business on November 1, 2002
(the "Record Date"), are entitled to notice of and to vote at the Meeting. On
the Record Date, the Company had issued and outstanding 5,731,778 shares of
$0.001 par value common stock (the "Common Stock"). The presence, in person or
by Proxy, of the holders of a majority of the issued and outstanding shares of
Common Stock is necessary to constitute a quorum at the Meeting. Each holder of
Common Stock will be entitled to one vote per share held. Neither the Articles
of Incorporation, as amended, nor the Bylaws of the Company provide for
cumulative voting rights.
The favorable vote of the holders of a majority of the shares of Common
Stock present in person or by Proxy at the Meeting is required for the approval
of matters presented at the Meeting, except as to the election of directors, the
two individuals receiving the greatest number of votes shall be deemed elected
even though not receiving a majority.
The enclosed form of Proxy provides a method for stockholders to
withhold authority to vote for any one or more of the nominees for director
while granting authority to vote for the remaining nominees. The names of all
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nominees are listed on the Proxy card. If you wish to grant authority to vote
for all nominees, check the box marked "FOR." If you wish to withhold authority
to vote for all nominees, check the box marked "WITHHOLD." If you wish your
shares to be voted for some nominees and not for one or more of the others,
check the box marked "FOR" and indicate the nominee(s) for whom you are
withholding the authority to vote by listing such nominee(s) in the space
provided. If you checked the box marked "WITHHOLD" your vote will be treated as
an abstention and accordingly, your shares will neither be voted for nor against
a director but will be counted for quorum purposes.
Brokers who hold shares in street name for customers who are beneficial
owners of such shares are prohibited from giving a Proxy to vote such customers'
shares on "non-routine" matters in the absence of specific instructions from
such customers. This is commonly referred to as a "broker non-vote." Broker
non-votes are not relevant to the determination of a quorum or whether the
proposal to elect directors has been approved.
MATTERS TO COME BEFORE THE MEETING
Proposal 1: Election of Directors
At the Meeting, two directors constituting the entire Board of
Directors are to be elected. All directors of the Company hold office until the
next annual meeting of stockholders or until their respective successors are
duly elected and qualified or their earlier resignation or removal.
It is the intention of the persons named in the Proxies to vote the
Proxies for the election of the nominees named below, unless otherwise specified
in any particular Proxy. The management of the Company does not contemplate that
any of the nominees will become unavailable for any reason, but if that should
occur before the Meeting, Proxies will be voted for another nominee, or other
nominees, to be selected by the Board of Directors. A stockholder entitled to
vote for the election of directors may withhold authority to vote for certain
nominees for director or may withhold authority to vote for all nominees for
director. The director nominees receiving a plurality of the votes of the
holders of shares of Common Stock, present in person or by Proxy at the Meeting
and entitled to vote on the election of directors, will be elected directors.
Abstentions and brokers non-votes (i.e., shares held in street name for which
the record holder does not have discretionary authority to vote) will not be
treated as a vote for or against any particular director nominee and will not
affect the outcome of the election.
The persons listed below have been nominated by the Board of Directors
as nominees for election to fill the two director positions.
Nominee Age Position with the Company Director Since
------------ --- ------------------------------------- --------------
Nick Mehmeti 45 President, Chief Executive Officer, January 2000
Chief Financial Officer and Director
Duncan Burch 45 Executive Vice President and Director January 2000
Information Regarding Nominees For Election As Directors
Background of Nominees for Director
Nick Mehmeti has served as the Company's President, Chief Executive
Officer and a director since January 2000. He has served as the Chief Financial
Officer since January 2001. For at least the last fifteen years Mr. Mehmeti and
his affiliates have owned and operated restaurants and adult cabarets in the
Dallas-Fort Worth Metroplex. Mr. Mehmeti will devote as much of his time as is
necessary to perform his duties as President, Chief Executive Officer, Chief
Financial Officer and a director of the Company.
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Duncan Burch has served as the Company's Executive Vice President and a
director since January 2000. Mr. Burch and his affiliates have owned and
operated restaurants and adult cabarets in the Dallas-Fort Worth Metroplex for
at least the past ten years. Mr. Burch will devote as much of his time as is
necessary to perform his duties as an officer and a director of the Company.
Board of Directors and Committee Meetings Attendance
During the fiscal year ended December 31, 2001, the Board held one
meeting, its annual meeting on January 10, 2002. The Company does not have any
committees. The Company currently does not pay a director fee for attending
scheduled and special meetings of the Board of Directors. The Company does not
pay expenses of its directors for attending meetings.
Proposal 2: Ratify the Appointment of Independent Public Accountants
The Board of Directors of the Company has appointed S. W. Hatfield,
CPA, independent public accountants to serve as independent auditors of the
Company and to audit its consolidated financial statements for fiscal year 2002,
subject to approval by stockholders at the Meeting. To the knowledge of
management of the Company, neither such firm nor any of its members has any
direct or materially indirect financial interest in the Company, or any
connection with the Company in any capacity otherwise than as independent public
accountants.
Although stockholder ratification and approval of this appointment is
not required by law or otherwise, and in keeping with the Company's policy that
its stockholders should be entitled to a voice in this regard as a matter of
good corporate practice, the Board of Directors is seeking ratification of this
appointment. If the appointment is not ratified, the Board of Directors must
then determine whether to appoint other auditors, and in such case, the vote of
stockholders will be taken into consideration.
The following resolution concerning the appointment of independent
auditors will be offered at the Meeting:
RESOLVED, that the appointment by the Board of Directors of
the Company of S. W. Hatfield, CPA to audit the consolidated financial
statements and related books, records, and accounts of the Company and
its subsidiaries for the fiscal year 2002 is hereby ratified.
The enclosed Proxy will be voted as specified, but if no specification
is made, it will be voted in favor of the adoption of the resolution of
ratification.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The firm of S. W. Hatfield, CPA, independent auditors, has been
selected by the Board of Directors to serve as the Company's auditors for the
fiscal year ending December 31, 2002. S. W. Hatfield, CPA has served as the
Company's auditors since 1995. A representative of S. W. Hatfield, CPA is
expected to be present at the Annual Meeting in order to make a statement if the
auditors so desire and to respond to appropriate questions.
Audit Fees. The aggregate fees billed by S. W. Hatfield, CPA for
professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2001 and the reviews of the financial
statements included in the Company's Forms 10-QSB for that year were $12,025.
All Other Fees. There were no other fees for either audit-related or
non-audit services billed by S. W. Hatfield, CPA. The Company did not incur any
fees to S.W. Hatfield, CPA for financial information systems design and
implementation services for the fiscal year ended December 31, 2001.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of November 1,
2002 relating to the beneficial ownership of shares of Common Stock by (i) each
person who owns beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each executive officer of the
Company, and (iv) all executive officers and directors of the Company as a
group.
Percentage of Common
Name(1) Number of Shares Stock Owned
- -------------------------------------------------------- ---------------- --------------------
Nick Mehmeti(2)......................................... 2,419,787(3) 39.5%
Duncan Burch(2)......................................... 2,075,787(3) 33.9%
Dewanna Ross(4)......................................... 34,350(5) *
J.M. Tibbals as Trustee for The Irrevocable Equity
Trust No. 1(6)....................................... 451,558 7.9%
Officers and Directors as a group (3 persons)........... 4,129,924(7) 67.4%
- --------------------
*Less than 1%
(1) Unless otherwise indicated, the persons listed have sole voting and
investment powers with respect to all such shares.
(2) Mr. Mehmeti is the President, Chief Executive Officer, Chief Financial
Officer and a director of the Company and Mr. Burch is the Executive
Vice President and a director of the Company. The mailing address for
Messrs. Mehmeti and Burch is c/o the Company, 6848 Greenville Ave.,
Dallas, Texas 75231.
(3) Includes an option to purchase 400,000 shares of the Common Stock of
the Company for $440,000 ($1.10 per share) which is jointly owned by
Messrs. Mehmeti and Burch and may be exercised in whole or in part at
any time until October 18, 2004 when the option expires.
(4) Dewanna Ross is the Secretary and Treasurer of the Company.
(5) Includes 4,000 shares owned by Ms. Ross and 30,350 shares held in a
custodian account for the benefit of Solon Weaver. Ms. Ross disclaims
any ownership interest in the 30,350 shares held in the custodian
account, but she does have voting authority of such shares.
(6) The mailing address for The Irrevocable Equity Trust No. 1 is c/o J.M.
Tibbals, Arter & Hadden, 1717 Main Street, Suite 4100, Dallas, Texas
75201.
(7) Includes 400,000 shares which are subject to an option jointly held by
Messrs. Mehmeti and Burch which may be exercised at any time until
October 18, 2004 and 30,350 shares held in a custodian account over
which Dewanna Ross has voting power.
EXECUTIVE OFFICERS AND COMPENSATION
The following section sets forth the names and background of the
Company's executive officers.
Background of Executive Officers
Name Offices Held Age
- ------------------ --------------------------------------------------- ---
Nick Mehmeti(1) Chief Executive Officer, Chief Financial Officer, 45
President and Director
Duncan Burch(1) Executive Vice President and Director 45
Dewanna Ross(2) Secretary and Treasurer 47
- ------------------
(1) On January 18, 2000, Messrs. Mehmeti and Burch were elected directors
of the Company. On January19, 2000, Mr. Mehmeti was elected as the
President and Chief Executive Officer of the Company and Mr. Burch was
elected as Executive Vice President of the Company. See "Information
Regarding Nominees For Election As Directors."
4
(2) Ms. Ross served as Vice President of Operations and Chief Operating
Officer from January 19, 2000 to January 10, 2002. She previously
served as a director of the Company until January 10, 2002.
Dewanna Ross has served in various positions with the Company since
1995. Ms. Ross served as a director of the Company from 1995 until January 2002.
She served as President and Chief Executive Officer of the Company from July
1999 to January 2000. She served as Vice President of Operations and Chief
Operating Officer of the Company from January 19, 2000 to January 10, 2002. She
currently serves as Secretary-Treasurer of the Company. Ms. Ross is responsible
for the development of the corporate procedures, including the hiring and
training of corporate staff and the day-to-day operations of the Company's
Million Dollar Saloon. Ms. Ross has also served as an officer and operator of a
private club and as an officer of other businesses. Ms. Ross has a Bachelor of
Arts degree from the University of Texas at Dallas.
All officers of the Company hold office until the annual meeting of
directors following the annual meeting of stockholders or until their respective
successors are duly elected and qualified or their earlier resignation or
removal.
Summary of Compensation
Laird Boles, who is not an officer or director of the Company, received
$225,000 compensation during 2001. Mr. Boles is primarily responsible for the
management of the Company's Million Dollar Saloon and related personnel
supervision. No executive officer of the Company received remuneration in excess
of $100,000 during 2001. The following Summary Compensation Table sets forth,
for the years indicated, all cash compensation paid, distributed or accrued for
services, including salary and bonus amounts, rendered in all capacities for the
Company to its President and Chief Executive Officer. All other compensation
related tables required to be reported have been omitted as there has been no
applicable compensation awarded to, earned by or paid to any of the Company's
executive officers in any fiscal year to be covered by such tables.
Summary Compensation Table
Annual Compensation Long-Term Compensation
--------------------------- -------------------------
Awards Payouts
------------------------- --------
Name/Title Year Salary/ Other Restricted Securities LTIP All
Annual Stock Underlying Other
Bonus Compensation Awards Options/SARs Payouts Compensation
- ----------------------------- ------- ----------- --------------- ---------- ------------- -------- --------------
Nick Mehmeti, President and 2001 $ 84,000 NA NA NA NA NA
Chief Executive Officer
Nick Mehmeti, President and 2000 $191,162 NA NA NA NA NA
Chief Executive Officer(1)
Dewanna Ross, President and 2000 $ 4,200 NA NA NA NA $ -0-
Chief Executive Officer(2) 1999 $ 36,400
Nina Furrh, President and 1999 $ 66,000 NA NA NA NA $ -0-
Chief Executive Officer(3)
- --------------------
(1) Mr. Mehmeti was employed by the Company during 2000 as President and
Chief Executive Officer at an annual salary of $130,000. In December
2000, Mr. Mehmeti received a bonus of $81,162. On January 30, 2001, Mr.
Mehmeti agreed to reduce his annual salary to $78,000.
(2) Ms. Ross was elected President and Chief Executive Officer in July 1999
to replace Nina Furrh. Subsequently, in January 2000 she resigned as
President and Chief Executive Officer and was elected as Vice President
of Operations and Chief Operating Officer, a position she held until
January 10, 2002. The $36,400 paid during 1999 and $4,200 paid in 2000
represents Ms. Ross' salary while she served as President and Chief
Executive Officer.
(3) Ms. Furrh was elected President and Chief Executive Officer in February
1998. In July 1999, Ms. Furrh resigned as President and Chief Executive
Officer.
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Director Compensation
The Company does not currently pay a director fee for attending
scheduled and special meetings of the Board of Directors. The Company does not
pay the expenses of its directors for attending board meetings.
Indebtedness of Directors and Senior Officers
Except as set forth in "Certain Relationships and Related
Transactions," none of the directors or officers of the Company or their
respective associates or affiliates is indebted to the Company. The Company has
two lease agreements with corporations affiliated with Duncan Burch, Executive
Vice President and director of the Company. See "Certain Relationships and
Related Transactions."
Committees of the Board of Directors and Meeting Attendance
There are no audit, compensation or other committees of the Board of
Directors of the Company.
Family Relationships
There are no family relationships among the Company's directors or
officers.
OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of stock options to any officer or director of the
Company during the fiscal year ended December 31, 2001.
OPTION EXERCISES AND HOLDINGS
The Company does not have a stock option plan. Except as disclosed in
"Security Ownership of Certain Beneficial Owners and Management," no officer,
director or employee of the Company holds any stock options to purchase shares
of Common Stock of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)"), requires the Company's officers, directors and persons who
own more than 10% of a registered class of the Company's equity securities to
file statements on Form 3, Form 4, and Form 5 of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by the regulation to furnish the
Company with copies of all Section 16(a) reports which they file.
Based solely on a review of reports on Form 3 and 4 and amendments
thereto furnished to the Company during its most recent fiscal year and written
representations from reporting persons that no report on Form 5 was required,
the Company believes that no person who, at any time during 2001 was subject to
the reporting requirements of Section 16(a) with respect to the Company failed
to meet such requirements on a timely basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 30, 2001, the Board of Directors, with Duncan Burch absent
and non-voting, approved an amendment to the lease agreement covering the
Company's Northwest Highway property located in Dallas, Texas. The amendment
provided that effective January 1, 2001, the base rental was reduced from $4,750
per week to an amount equal to 10% of the gross revenues generated from the
business located at the property, payable quarterly, until termination of the
lease in May 2002, with a minimum weekly payment of $1,000 which will be
credited against the quarterly percentage rent. The minimum rent payment under
the amended lease agreement shall not be less than $1,000 per week. During 2001
the Company received $52,000 in lease payments for this property. At December
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31, 2001, the lessee owed $56,866 for accrued rent for this property. The
modification of the lease agreement was the result of negotiations between the
Company and representatives of the tenant. Such modifications were requested by
the tenant as a result of substantial decreasing revenues of the tenant's adult
cabaret operation located on the property. The tenant had previously advised the
Company that if the lease was not modified, it may be compelled to close its
business operations and exercise the termination provision in the lease
agreement. Since the lease terminated in May 2002, the tenant is on a
month-to-month basis with the same lease payments as provided in the modified
lease agreement. There are currently no negotiations with the tenant for a new
lease agreement. The business is owned by an affiliated corporation of Duncan
Burch, an officer and director of the Company. See "Matters To Come Before The
Meeting - Proposal 1: Election of Directors."
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of stockholders intended to be presented at the annual
meeting of stockholders of the Company to be held in 2003 must be received by
the Company at its principal executive offices, 6848 Greenville Avenue, Dallas,
Texas 75231, no later than July 1, 2003, in order to be included in the Proxy
Statement and form of Proxy relating to that meeting.
EXPENSES
The cost of soliciting Proxies will be borne by the Company.
Solicitations may be made by executive officers, directors and employees of the
Company personally or by mail, telephone, telegraph or other similar means of
communication. Solicitation by such persons will be made on a part-time basis
and no special compensation other than reimbursement of actual expenses incurred
in connection with such solicitation will be paid.
ADDITIONAL INFORMATION AVAILABLE
UPON WRITTEN REQUEST OF ANY STOCKHOLDER, THE COMPANY WILL FURNISH A
COPY OF THE COMPANY'S 2001 ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO. THE WRITTEN REQUEST SHOULD BE SENT TO THE SECRETARY, AT
THE COMPANY'S EXECUTIVE OFFICE.
OTHER MATTERS
So far as is now known, there is no business other than that described
above to be presented to the stockholders for action at the Annual Meeting.
Should other business come before the Annual Meeting, votes may be cast pursuant
to proxies in respect to any such business in the best judgment of the persons
acting under the proxies.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO VOTE
BY MAIL. TO VOTE BY MAIL, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN
THE ENVELOPE PROVIDED, WHICH REQUIRES NO ADDITIONAL POSTAGE, IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors
Dewanna Ross
Secretary
November 4, 2002
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FORM 10-KSB
The Company will furnish without charge to each person whose Proxy is
being solicited upon request of any such person a copy of the Annual Report of
the Company on Form 10-KSB for the fiscal year ended December 31, 2001, as filed
with the Securities and Exchange Commission, including the financial statements.
Requests for copies of such report should be directed to Ms. Dewanna Ross,
Million Dollar Saloon, Inc., 6848 Greenville Avenue, Dallas, Texas 75231.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 2001 includes a copy of its Annual Report on Form 10-KSB, including
the financial statements as filed with the Securities and Exchange Commission.
================================================================================
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MILLION DOLLAR SALOON, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders
December 10, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Nick Mehmeti and Duncan
Burch (acting unanimously, or if only one is present, by that one alone), and
each of them, with full power of substitution and revocation, as the true and
lawful attorney and proxy of the undersigned, to attend the Annual Meeting of
Stockholders of Million Dollar Saloon, Inc. (the "Company") to be held at 6848
Greenville Avenue, Dallas, Texas 75231, at 2:00 p.m., Central Standard Time on
December 10, 2002, and any adjournments thereof, and to vote the shares of
Common Stock standing in the name of the undersigned with all powers the
undersigned would possess if personally present at the meeting.
(1) Election of two (2) Directors to serve until the next Annual Meeting of
Stockholders.
|_| FOR All nominees named (except as marked to the contrary).
|_| WITHHOLD AUTHORITY to vote for all nominees named.
Names of Nominees: Nick Mehmeti Duncan Burch
(Instruction: To withhold authority to vote for individual nominees, write the
nominee's names on the following line.)
- --------------------------------------------------------------------------------
(2) Ratification of Appointment of S.W. Hatfield, CPA as Independent Public
Accountants of the Company.
|_| FOR |_| AGAINST |_| ABSTAIN
(3) In their discretion to vote upon such other business as may properly come
before the meeting.
|_| FOR |_| AGAINST |_| ABSTAIN
(Continued, and to be signed, on other side)
(Continued from other side)
If no specific direction is given, the proxy will be voted FOR the election
of all directors, FOR ratification of the appointment of S.W. Hatfield, CPA as
independent public accountants, and in accordance with their best judgment on
all other matters that may properly come before the meeting.
Please sign exactly as your name appears below. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED: _____________________________________
____________________________________________
(Print Full Name of
Stockholder)
____________________________________________
(Signature of Stockholder)
____________________________________________
(Insert Title of Above
Signatory if Stockholder
is not an Individual)
No postage is required if returned in the
enclosed envelope and mailed in the United
States. Stockholders who are present at the
meeting may withdraw their Proxy and vote in
person if they so desire.
PLEASE SIGN AS YOUR NAME APPEARS HEREON, DATE AND RETURN PROXY.