Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


This Stock Purchase Agreement (the “Agreement”),
dated as of the 29th day of October, 2007, by and among VCG Holding Company, a
Colorado corporation (“VCG”), or their assigns (“Purchaser”), and Manana
Entertainment, Inc., a Texas corporation d/b/a Jaguar’s Gold Club Dallas
(hereinafter the “Business”), and Bryan S. Foster (hereinafter “Shareholder”).


 


WHEREAS, the Business operates an adult entertainment facility; and


 


WHEREAS, the
Shareholder is the beneficial and record holder of all of the issued and
outstanding Shares of Manana Entertainment, Inc. (the “Shares”) of the
Business, and Purchaser desires to purchase the Shares subject to and upon the
terms of this Agreement; and


 


WHEREAS, the
Shareholder desires to sell and Purchaser desires to purchase the Shares of the
Shareholder subject to and conditioned upon the terms of this Agreement; and


 


WHEREAS, the
Purchaser desires to purchase the physical structure located on the land where
the Business currently operates, and all contents thereto without the purchase
of the physical land underneath the building, and Shareholder desires to sell
the building and contents thereto; and


 


WHEREAS, the
Purchaser desires to lease the ground underlying the building, and Shareholder
is or will be the owner in fee simple of the land at the time of Closing.


 


NOW,
THEREFORE, in consideration of the foregoing and mutual representations,
warranties and covenants contained herein, the parties agree as follows:


 


ARTICLE I


Recitals


 


Section 1.1.                                   Recitals.   The
Recitals above are an integral part of this Agreement and incorporated herein
by reference as if copied verbatim.


 


ARTICLE II


Purchase and Sale


 


Section 2.1.                                   Purchase
and Sale.   Purchaser shall purchase from Shareholder, and
Shareholder shall sell and transfer to Purchaser, all of his right, title and
interest in the Shares of the Business, the building where the Business is
currently located, and the contents therein.


 


(INITIALED: BF, MO)


 

















 


Section 2.2.                                   Purchase
Price.   The total Purchase Price for the Shares shall be
Three Million Five Hundred Twenty Thousand ($3,520,000.00) Dollars and Three
Million ($3,000,000.00) Dollars shall be allocated for the purchase of the
building now housing Jaguar’s Gold Club Dallas, and all contents contained
therein, including Improvements, Fixtures, and Personal Property as shown on
Schedule 3.1(a)(2), excluding the ground where the building is currently
located, as evidenced by a Demand Note of even date herewith,  in the form of the Demand Note shown on
Schedule 2.2 hereto, to become due and payable on the Effective Date, as
described hereinbelow, and only upon Purchaser receiving the License from the
City of Dallas pursuant to Dallas City Code, Section 41A-4, and Purchaser
having the right to operate the Business.


 


Section 2.3.                                   Earnest
Money.   One Hundred and Fifty Thousand ($150,000.00)
Dollars has heretofore been placed in escrow for the closing of this
transaction, and such escrow account shall be part of the Purchase Price herein
described. In the event of breach of this Agreement solely on the part of
Purchaser, the escrow funds shall be paid to Shareholder as satisfaction of any
and all damages. If Agreement is terminated pursuant to Article 12 hereof, then
all funds held in escrow shall be returned to Purchaser without claims,
damages, or setoff.


 


Section 2.4.                                   Closing.   The
closing of the purchase and sale of the Shares (the “Closing”) shall be held at
a date and time to be agreed upon among the parties, at the offices of United
Title at 4880 Long Prairie, Suite 200, Flower Mound, TX 75028, on or before
October 29, 2007 at a time to be agreed upon between the parties (the “Closing
Date”) at 2151 Manana Drive, Dallas, Texas.


 


Section 2.5                                      Effective
Date.   The Effective Date shall be the date on which the
Purchaser receives the License issued by the City of Dallas, Texas, as set
forth in the Dallas City Code, Section 41A-4, giving Purchaser the right to
operate the Business.


 


Section 2.6                                      Post
Effective Date Settlement Agreement.   In addition to the
Purchase Price set forth above, the parties agree to pay the sums in the manner
set forth in the Post Effective Date Settlement Agreement set forth in Schedule
2.6.


 


ARTICLE III


Conditions Precedent


 


Section 3.1.                                   Deliveries
of Information to  Purchaser.    Shareholder upon the
execution of this Agreement shall provide information to satisfy conditions
precedent to Purchaser, which in its sole and absolute discretion shall
evaluate and review the following information to determine the sufficiency and
accuracy thereof, as set forth in the due diligence section as found in Article
VII. Shareholder shall deliver unto Purchaser immediately upon execution of
this Agreement, or prior to Closing, the following:


 


(INITIALED: BF, MO)


 


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(a)                                  a
Bill of Sale as shown on Schedule 3.1(a)(1) conveying all the interest in the
Business (Shares) and a Bill of Sale for the building and improvements,
including fixtures and personal property (Improvements, Fixtures and Personal
Property) located at 2151 Manana, Dallas, Texas, as shown on Schedule
3.1(a)(2); and


 


(b)                                 all
licenses and permits required for the operation of the Business as an adult
entertainment business are current and in force with no actions pending for
revocation, or adjudication; and


 


(c)                                  pending
transactions shall have no adverse effect upon the lease of the premises or any
contracts which may have been entered into by Shareholder with third parties or
its customers;


 


(d)                                 that
the Business is properly zoned as an adult entertainment facility at its
present location, and there are currently no amendments or modifications to any
law, rule, regulation, ordinance, statute, code or any court order by federal,
state or local governmental agency, unit, division, or department relating to
the operation of the Business;


 


(INITIALED: BF, MO)


 


(e)                                  documents
necessary to assist Purchaser in applications and actually obtaining the
necessary permits, licenses, and certificates for the ongoing operations of an
adult entertainment business at the current location of Jaguar’s Gold Club
Dallas;


 


(f)                                    documents
necessary to establish the payoff of a certain contract for deed of the real
property where Jaguar’s Gold Club Dallas is currently located, and prior to
Closing a commitment for a title policy from a reputable title insurance
company showing Shareholder as owner of the real property subject only to a
payoff of the contract for deed, and a commitment to issue such title policy
once Shareholder pays such contract for deed. The title policy shall show
Shareholder as the sole owner of the real property in fee simple, with
Purchaser as the owner of the building; and


 


(g)                                 as
set forth in Schedule 5.9 hereto, a Ground Lease fully executed by authorized
individuals for the land where the current Jaguar’s Gold Club Dallas is
located.


 


ARTICLE IV


Documents at Closing


 


Section 4.1.                                   Deliveries
of Individual Shareholder.    Shareholder at Closing shall
deliver to Purchaser the following:


 


(a)                                  executed
Bills of Sales as shown on Schedules 3.1(a)(1) and 3.1(a)(2);


 


(INITIALED: BF, MO)


 


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(b)                                 all
stock certificates, corporate minute books, stock transfer ledgers, and the
seals (if any) of the Business, or in the alternative, a statement by the Shareholder
that same are lost or do not exist, but that nothing contained therein in any
way has or had any effect on the Shareholder’s ability and authority to perform
under this Agreement or will or has a Material Adverse Effect on the Business
as shown on Schedule 4.1(b);


 


(c)                                  resignations
of the directors and officers of the Business, as shown on Schedule 4.1(c);


 


(d)                                 each
of the certificates and documents necessary to satisfy the conditions and
obligations of the transaction set out herein;


 


(e)                                  all
books, records and accounts, liability policies, financial statements, audited
or unaudited financial records, true and accurate copies of tax returns and
other necessary documents held in the ordinary course of business for the
Business;


 


(f)                                    documents
necessary to establish the payoff of a certain contract for deed of the real
property where Jaguar’s Gold Club Dallas is currently located, and prior to
Closing a commitment for a title policy from a reputable title insurance
company showing Shareholder as owner of the real property subject only to a
payoff of the contract for deed, and a commitment to issue such title policy
once Shareholder pays such contract for deed. The title policy shall show
Shareholder as the sole owner of the real property in fee simple, with
Purchaser as the owner of the building; and


 


(g)                                 a
document committing Shareholder to assist in the transition of the Business for
ninety (90) days following the Effective Date of the transaction contemplated
hereby as shown on Schedule 4.1(g).


 


(h)                                 a
ground lease executed by the owner as set forth in Schedule 5.9.


 


Section 4.2.                                   Deliveries
of Purchaser.   Purchaser at Closing shall deliver to
Shareholder the following:


 


(a)                                  the
Note in accordance with the Purchase Price and the allocations set herein; and


 


(b)                                 an
executed Ground Lease of certain real property where Business is operating as
set forth in Schedule 5.9 herein.


 


(INITIALED: BF, MO)


 


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ARTICLE V


Representation and Warranties of the
Shareholder


 


The Shareholder represents and warrants to
the Purchaser as follows:


 


Section 5.1.                                    Organization
and Qualification.   The Business (i) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
its organization, (ii) has the requisite corporate power to carry on its
business as now being conducted, and (iii) is duly qualified as a corporation
in good standing in each jurisdiction in which the conduct of its business
requires such qualification, except where the failure to be so qualified would
not, individually or in the aggregate, have a Material Adverse Effect (as
defined in Section 13.1(a)). The Business does not own, of record or
beneficially, either directly or indirectly, any capital stock or other equity
or ownership or proprietary interest in any business, and does not have any
obligation to acquire such an interest.


 


Section 5.2.                                    Shareholder
Authorization.   The execution, delivery and performance by
the Shareholder of this Agreement and the consummation of the transactions
contemplated hereby are within the Shareholder’s power and has been duly
authorized by all necessary action. This Agreement constitutes the valid and
binding obligation of the Shareholder, and enforceable against the Shareholder
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general application
affecting the enforcement of creditors’ rights generally.


 


Section 5.3.                                    Financial
Data.   (a) The Shareholder has previously furnished to the
Purchaser copies of the Business’ compiled balance sheets and related
statements of income and cash flows along with existing applicable tax
documents from all governmental entities, if any, beginning June 20, 2006
through September 2007,  as set forth in
Schedule 5.3(a). In addition thereto, the Business shall cause to be furnished
all compiled balance sheet and related statements of income for calendar year
2007 up to September 30, 2007, and within 30 days following Closing for the
period ended on the Effective Date (collectively, the “Financial Statements”). The
Financial Statements (i) are and will be complete and correct, (ii) do and will
fairly present the financial condition of the Business as of the dates thereof
and the results of operations and cash flows of the Business for the periods
covered thereby, and (iii) have been and will be prepared in accordance with
cash/tax accounting methods consistently applied. There has been no material
adverse change in the operations or financial condition of the Business, taken
as a whole, and no series of events have occurred that could reasonably be
expected to have a Material Adverse Effect. All exceptions to the foregoing, if
any, are fully disclosed in Schedule 5.3(c) hereto.


 


(b) There are no liabilities, debts,
obligations or claims against the Business of any nature, absolute or
contingent except (i) as and to the extent reflected or reserved against on the
balance sheet of the Business as shown in the financial data contained in
Schedule 5.3(a) (“Reference Financial Data”); (ii) as specifically described


 


(INITIALED: BF, MO)


 


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and identified as an exception to this paragraph in any of the
Schedules delivered to Purchaser pursuant to this Agreement or (iii) as
incurred since the last date shown on the Reference Financial Data in the
ordinary course of business consistent with prior practice. All exceptions to
the foregoing, if any, are fully disclosed in Schedule 5.3(b) hereto.


 


Section 5.4.                                    Ownership
of Shares.   All such issued and outstanding Shares have
been duly authorized and issued, are fully paid and non-assessable, are free of
preemptive rights, and will at the date of closing be owned of record and
beneficially by the Shareholder. The Business does not have any outstanding
options, warrants or similar rights to acquire, or any securities convertible
into or exchangeable for, any of its Shares. Upon consummation of the
transactions contemplated herein, the Purchaser will own the entire equity
interest in the Business.


 


Section 5.5.                                    Consents
and Approvals.   Except as set forth on Schedule 5.5 hereto,
the execution, delivery and performance by the Shareholder of this Agreement
and the consummation of the transactions contemplated hereby require no action
by or in respect of, or any filing with or notice to, any governmental or
regulatory body, agency or official which, if not obtained or made, would have
a Material Adverse Effect. Except as set forth on Schedule 5.5, neither the
execution, delivery and performance by the Shareholder of this Agreement, nor
the consummation of the transactions contemplated hereby, will (a) violate,
conflict with, or result in a breach of any provision of the articles of
organization or operating agreement of the Business or of any applicable law,
regulation, rule, order, judgment, decree or writ of any foreign, federal,
state or local governmental or regulatory authority or body or court
(collectively, “Law”) or (b) result in a default (or give rise to any penalty
or give to any third party a right of termination, cancellation, acceleration
or result in the creation of any material Encumbrance) under any of the terms,
conditions or provisions of any Material Contract (as defined in Section 5.10) to which the Business is a party or by
which it is bound, except for such violations, breaches or defaults which would
not, individually or in the aggregate, have a Material Adverse Effect.


 


Section 5.6.                                    Litigation.   Except
as set forth in Schedule 5.6 hereto, there are no claims, actions, suits,
approvals, investigations, informal objections, complaints or proceedings
pending against or affecting the Business before any court, arbiters or
administrative, governmental or regulatory authority or body, or any of the
Business or assets thereof, subject to any order, judgment, writ, injunction or
decree, except for matters which would not, individually or in the aggregate,
have a Material Adverse Effect. There are no claims, actions, suits, approvals,
investigations, informal objections, complaints or proceedings pending against
the Shareholder before any court arbiters, or administrative, governmental or
regulatory authority or body, nor is the Shareholder subject to any order,
judgment, writ, injunction or decree, for matters which will not prevent,
materially delay or materially burden the transactions contemplated hereby.


 


Section 5.7.                                    Compliance
with Law.   Except as set forth on Schedule 5.7 hereto, the
Business is not in violation of any Law, except where any such violation would
not, individually or in the aggregate, have a Material Adverse Effect. Except
as


 


(INITIALED: BF, MO)


 


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set forth on Schedule 5.7 the Business has all permits, approvals,
licenses and franchises from governmental authorities required to conduct their
business as now being conducted (collectively “Permits”), and is in compliance
with all such Permits, except for such Permits the absence of which would not,
individually or in the aggregate, have a Material Adverse Effect.


 


Section 5.8.                                   Tax
Matters.   As of the date of organization and at all times
thereafter, the Business has been and continues to be a corporation within the
meaning of the Internal Revenue Code of 1986, as amended (the “Code”). Except as
described on Schedule 5.8, the Business, as of the date hereof, has timely and
accurately filed all federal, state, foreign and local tax returns and reports
required to be filed by it prior to such date, and has timely and accurately
paid or made adequate provision on its Financial Statements for all taxes shown
to be owing thereon, and will continue to do so through the Effective Date. The
Business has collected or withheld all amounts required to be collected or
withheld by it for any taxes and all such amounts has been paid to the
appropriate governmental agencies or reserved for future payment when due.
There are, and on the Effective Date will be, no due and unpaid taxes,
additions to tax, penalties, or interest payable by the Business or by any other
entity that are or could become a lien on any asset, or otherwise adversely
affect the business, properties or financial condition, of the Business. Unpaid
taxes not yet due will be accrued on the Business’ books as of the Effective
Date. The Business is in compliance with, and its records contain all
information and documents necessary to comply with, all applicable information
reporting and tax withholding requirements. The balance sheet contained in the
Financial Statements fully and properly reflects, as of the date thereof, the
liabilities of the Business for all accrued taxes, additions to tax, penalties
and interest. The Business is not, nor will it become, subject to any
additional taxes, interest, penalties or other similar charges as a result of filing
or failing to file timely or accurately, as required by applicable law, any tax
return or to pay timely any amount required to be paid with respect thereto,
including, without limitation, any such taxes, interest, penalties or charges
resulting from the obtaining of an extension of time to file any return or to
pay any tax. No assessments or notices of deficiency or other communications
have been received by the Business with respect to any such return. There are
no agreements between the Business and any taxing authority, including, without
limitation, the Internal Revenue Service, waiving or extending any statute of
limitations with respect to any tax return, and it has not filed a consent
under Section 341(f) of the Code. The Business is not required to include in
income any amount for an adjustment pursuant to Section 481 of the Code. The
Shareholder is not a “foreign person” for purposes of Section 1445 of the Code.
None of the transactions contemplated hereby will result in any of the Business
making or being required to make any “excess parachute payment” as that term is
defined in § 280G of the Code. Purchaser hereby acknowledges that the 2006 tax
return has yet to be filed, but Seller agrees that such tax return will be
filed as soon as practicable after the Closing Date. Any taxes, interest and
penalties due thereon for 2006 will be paid by Seller.


 


Section 5.9.                                     Real
Property.   No real property is being transferred. The
building (Improvements, Fixtures and Personal Property) which is currently
occupied by the


 


(INITIALED: BF, MO)


 


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facility known as Jaguar’s Gold Club Dallas, is being transferred, as
stated herein. Shareholder warrants that he has the authority to enter into a
ground lease for the real property, and the authority to execute such lease as
shown in Schedule 5.9 attached hereto and incorporated by reference.


 


Section 5.10.                               Material
Contracts.   Except as listed or described on Schedule 5.10
hereto, as of the date hereof, the Business is not a party to or bound by any
written or oral leases, agreements, instruments, or other contracts or legally
binding contractual commitments (“Contracts”) that are of a type described
below (collectively, the “Material Contracts”):


 


(i) any collective bargaining arrangement with any labor union;


 


(ii) any Contract, singly or in the aggregate, for capital expenditures
or the acquisition or construction of fixed assets in excess of $2500.00;


 


(iii) any Contract, singly or in the aggregate, for the purchase or
sale of inventory, materials, supplies, merchandise, machinery, equipment,
parts or other property, assets, or services requiring aggregate future
payments in excess of $2500.00 (other than standard inventory purchase orders
executed in the ordinary course of business);


 


(iv) any Contract relating to the borrowing of money or the guaranty of
another person’s borrowing of money;


 


(v) any Contract granting any person a lien on all or any part of assets;


 


(vi) any Contract granting to any person a first refusal, first offer
or similar preferential right to purchase or acquire any of its assets;


 


(vii) any Contract under which the Business is (A) a lessee or
sublessee of any machinery, equipment, vehicle (including fleet equipment) or
other tangible personal property, or (B) a lessor of any property, in either
case having an original value in excess of $2500.00;


 


(viii) any Contract limiting, restricting or prohibiting it from
conducting business anywhere in the United States or elsewhere in the world or
any Contract limiting the freedom of the Business to engage in any line of
business or to compete with any other Person;


 


(ix) any joint venture or partnership Contract;


 


(x) Contracts, singly or in the aggregate, requiring future payments of
$2500.00 or more that require the consent of the other party thereto in
connection with the transactions contemplated hereby; and


 


(INITIALED: BF, MO)


 


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(xi) any material employment Contract with any employee.


 


The Shareholder has made available to the
Purchaser a true and complete copy of each written Material Contract, including
all amendments or other modifications thereto. Except as set forth on Schedules
5.9 and 5.10 hereto, each Material Contract is a valid and binding obligation
of each party thereto, enforceable in accordance with its terms, subject only
to bankruptcy, reorganization, receivership and other laws affecting creditors’
rights generally. Except as set forth on Schedules 5.9 and 5.10 hereto, the
Business has performed all obligations required to be performed by it under the
Material Contracts and the Business is not in breach or default thereunder.


 


Section 5.11.          Personal
Property.   Except as set forth on Schedule 5.11 hereto, the
Business has good and marketable title to the assets reflected on its books and
records as owned by it (other than real property) free and clear of all
Encumbrances other than Permitted Liens.


 


Section 5.12.          Environmental
Safety Matters. Except as shown on Schedule 5.12, as of the Effective Date,
Seller is not in receipt of any notice from a governmental entity regarding
environmental claims with respect to the Property located at 2151 Manana Drive,
Dallas, Texas, and has no personal knowledge of any negative environmental issues.


 


Section 5.13.          Employee
Relations.   Except as set forth on Schedule 5.13 hereto,
within the last two years, the Business has not experienced any strike,
picketing, boycott, work stoppage or slowdown or other labor dispute, nor is
any such event or any organizing effort threatened against it. Except as set
forth on Schedule 5.13 hereto, there is no pending charge or complaint of
unfair labor practice, employment discrimination or similar matters against the
Business relating to the employment of labor.


 


Section 5.14.          Business
Insurance.   The Business has no insurance in force on or
before the Closing. The risk of loss will not pass to the Purchaser until the
Effective Date.


 


Section 5.15.          Absence
of Changes.   The Business has not, except as specifically
disclosed on Schedule 5.15 attached hereto:


 


5.15.1. except as set forth in Schedule 5.15, transferred, assigned or
conveyed any of its assets or business or entered into any transaction or
incurred any liability or obligation, other than in the ordinary course of its
business and consistent with past practice;


 


5.15.2. suffered any adverse change in its business, operations, or
financial condition of the Business or become aware of any event which may
result in any such adverse change, the effect of which has had or could have a
Material Adverse Effect;


 


(INITIALED: BF, MO)


 


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5.15.3. written off as uncollectible any notes or accounts receivable
or any portion thereof, other than in the ordinary course of business;


 


5.15.4. suffered any destruction, damage or loss to property (casualty
or other), whether or not covered by insurance;


 


5.15.5. suffered, permitted or incurred the imposition of any lien,
charge, encumbrance (which as used herein includes, without limitation, any
mortgage, deed of trust, conveyance to secure debt or security interest) or
claim upon any of its assets, except for any current year lien with respect to
personal taxes not yet past due;


 


5.15.6. committed, suffered, permitted or incurred any default in any
material liability or obligation;


 


5.15.7. made or agreed to any material adverse change in the terms of
any contract or instrument to which it is a party;


 


5.15.8. waived, canceled, sold or otherwise disposed of, for less than
the face amount thereof, any material claim or right it has against others;


 


5.15.9. (a) disposed of or permitted to lapse, or otherwise failed to
preserve then existing exclusive rights, if any, of the Business to use any (i)
patent, trademark, trademark registration, logo, assumed name, trade name,
copyright or copyright registration, or (ii) any patent, trademark, trade name
or copyright application, (b) disposed of or permitted to lapse any license,
permit or other form of authorization, or any trade name, or (c) disposed of or
disclosed to any Person any trade secret, formula or process;


 


5.15.10. made any change in any method of accounting or accounting
practice;


 


5.15.11. except as set forth in Schedule 5.15 declared, promised or
made any distribution or other payment to the Shareholder (other than
compensation payable in the ordinary course to employees of the Business
consistent with past practice), or issued any additional Shares or rights,
options or calls with respect to its Shares, or redeemed, purchased or
otherwise acquired any of its Shares, or made any change whatsoever in its
capital structure;


 


5.15.12. increased or changed, or agreed to increase or change, its
obligation for any payment for, any contribution or other amount to, or with
respect to, any employee benefit plan, or paid any bonus to, or granted any
increase in the compensation of, its directors, officers, agents or employees,
or made any increase in the pension, retirement or other benefits of its
directors, officers, agents or other employees;


 


5.15.13. except as set forth in the Schedules hereto, paid, loaned or
advanced any amount to or in respect of, or sold, transferred or leased any
properties or assets (whether real, personal, mixed, tangible or intangible)
to, or entered into any agreement, arrangement or transaction with, the
Shareholder, any of the officers or


 


(INITIALED: BF, MO)


 


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directors of the Business, or any affiliate or associate of any of
them, or any business or entity in which the Shareholder or the Business or any
affiliate or associate of any of them has any direct or indirect interest,
except for compensation to the officers and employees of the Business, or the
Shareholder;


 


5.15.14. committed, suffered, permitted or incurred any transaction or
event which would increase its tax liability for any prior taxable year;


 


5.15.15. except for the Leases, entered into any lease of real property
or material lease of personal property;


 


5.15.16. except as set forth in Schedule 5.3(a) or 5.3(b) incurred any
other liability or obligation or entered into any transaction other than in the
ordinary course of business;


 


5.15.17. terminated or amended or suffered the termination or amendment
of, or failed to perform in all material respects all of its obligations or
suffered or permitted any default to exist under any contract, lease, agreement
or license;


 


5.15.18. received any notices that any supplier or customer has taken
or contemplates any steps which could materially and adversely disrupt the
business relationship of the Business with said supplier or customer; or


 


5.15.19. agreed, whether in writing or otherwise, to take any action
described in this Section 5.15.


 


Section 5.16.          Independent
Contractors.    The Business has heretofore utilized
independent contractors to work as entertainers/dancers in the facility known
as Jaguar’s Gold Club Dallas. Shareholder hereby warrants that he has
continually treated the entertainers/dancers as independent contractors, and
has complied hereto with all applicable federal and Texas laws concerning those
independent contractors, and shall do so up until the Effective Date.


 


Section 5.17.          Broker.
   Shareholder hereby warrants that no broker, finder, or
investment banker is entitled to any brokerage, finders or other fee of
commission in connection with the transaction contemplated by this Agreement
based upon arrangements made by or on behalf of the Shareholder.


 


Section 5.18.          Limitation
on Representations and Warranties.    The representations
and warranties set forth in Sections 5.6, 5.7, and 5.13 shall be limited to the
best of Shareholder’s knowledge, provided, however, that should there be a
breach of any of said sections that occurred prior to the Effective Date which
arise within two (2) years after the Effective Date, the Shareholder shall be
solely responsible for any damages to Purchaser as a result of said breach and
will indemnify and hold harmless Purchaser. Sections 5.8 and 5.12 shall also be
limited to the best of Shareholder’s knowledge, but shall not be subject to the
two (2) year termination of liability as set forth above as to a breach which
occurred prior to the Effective Date.


 


(INITIALED: BF, MO)


 


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ARTICLE
VI


 


Representations and Warranties of Purchaser


 


Purchaser
represents and warrants to the Business and Shareholder as follows:


 


Section 6.1.                                   Organization
and Qualification.    Purchaser is a corporation or other
legal entity duly formed, validly existing and in good standing under the laws
of the State of Colorado or other state. The Purchaser has the requisite
corporate power to execute and deliver this Agreement and to carry-out the
transactions contemplated hereby. If necessary, the Purchaser is duly qualified
as a foreign corporation in good standing in each jurisdiction in which the
conduct of its business requires such qualification, except where the failure
to be so qualified would not prevent or materially delay consummation of the
transactions contemplated hereby.


 


Section 6.2.                                    Authorization.   The
execution, delivery and performance by the Purchaser of this Agreement and the
transactions contemplated hereby are within the powers of the Purchaser and
have been duly authorized by all necessary action. This Agreement constitutes a
valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws of
general application affecting the enforcement of creditors’ rights generally.


 


Section 6.3.                                    Consents
and Approvals.    The execution, delivery and performance by
the Purchaser of this Agreement and the consummation of the transactions
contemplated hereby have been duly approved by VCG, its board of directors, and
those individuals executing this Agreement shall have all necessary authority
for the action therein taken. VCG has or will notify all required regulatory
bodies, or governmental agencies, as needed, of the transaction contemplated
hereby. Neither the execution, delivery and performance by the Purchaser of
this Agreement, nor the consummation by the Purchaser of the transactions
contemplated hereby, will (a) violate, conflict with, or result in a breach of.
any provision of the charter or bylaws of the Purchaser or (b) result in a
default (or give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, franchise, permit, lease, agreement or
other instrument or obligation to which the Purchaser are a party, or by which
its properties or assets may be bound, except for such violations, breaches or
defaults which would not prevent or materially delay consummation of the transactions
contemplated hereby.


 


ARTICLE
VII


 


Due
Diligence


 


Section 7.1.                                   Shareholder’s
documents.    Prior to the execution hereof, Shareholder
shall have produced for inspection and review the Business records beginning as
of June 20, 2006 through September 2007 (the “Confidential Records”) for


 


(INITIALED: BF, MO)


 


12

















 


the inspection by Purchaser, along with a copy of any items to be
included on any or all of the Schedules which are a part of this Agreement. Purchaser
hereby acknowledges that the due diligence has been completed as required as of
the Closing Date and the execution of this Agreement shall indicate Purchaser’s
acceptance of this Agreement and the completion of the due diligence required
herein.


 


Section 7.2.                                   Covenant
of Cooperation.    Shareholder or its employees and agents,
has fully and accurately cooperated with Purchaser in all aspects of their
inquiry during this due diligence phase.


 


ARTICLE VIII


 


Covenants


 


Section 8.1.                                    Future
Assurances.   Shareholder herein shall continue to work with
Purchaser to consummate the transaction herein, and Shareholder covenants to
execute all reasonably required documents, as may be determined from time to
time in the sole and absolute discretion of Purchaser, and work with Purchaser
for the acquisition of all necessary licenses, permits, or certificates which
may be required by any and all governmental entities.


 


Section 8.2.                                    Personnel
of Purchaser.    Upon execution hereof, Shareholder shall
allow an individual designated by Purchaser to immediately be placed into the
operating facility of Jaguar’s Gold Club Dallas for an inspection of the
day-to-day operation of the Business, including but not limited to accountings,
business operations, cash management, and other day-to-day material aspects of
the Business. Shareholder hereby covenants that the individual so designated by
Purchaser shall have full and open opportunity to observe every aspect of the
operations of the Business, and shall cooperate with that individual in
providing reasonably requested information, documents, personnel, and other
vital elements of the day-to-day operations of the Business.


 


Section 8.3.                                    Conduct
of Business.    Except as contemplated by this Agreement or
otherwise consented to in writing by the Purchaser, during the period from the
date of this Agreement to the Effective Date, the Business shall, and the
Shareholder shall cause the Business to, conduct their business in the ordinary
course of business of the Business consistent with past practice, all as may be
required to carry on the business in the ordinary course of the Business
consistent with past practice, and the Business will not intentionally take any
actions that could reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, and except as otherwise
expressly provided in this Agreement, prior to the Effective Date, the Business
will not and Shareholder will not permit the Business to, without the prior
written consent of the Purchaser:


 


(i) sell, pledge, dispose of or encumber its
assets, except for sales of inventory and sales of obsolete assets and assets
concurrently replaced with similar assets, in each case in the ordinary course
of its business;


 


(INITIALED: BF, MO)


 


13

















 


(ii) except as otherwise required by law or
by any existing employee benefit plan, arrangement or agreement, materially
increase the compensation or benefits payable to any employee of the Business or
enter into, adopt, amend or terminate any employee benefit plan or any material
employment agreement;


 


(iii) declare or make any dividends or other
distributions on the Common Stock, or repurchase or otherwise reacquire for
value any Shares of Common Stock;


 


(iv) issue any Shares of capital stock, or
any warrants, options or other rights to purchase or acquire any capital stock;


 


(v) incur any indebtedness for borrowed money
other than borrowings for working capital purposes under existing credit
facilities in the ordinary course of business;


 


(vi) amend any tax return, change any method
of tax accounting, make any elections that have any effect on any tax return,
file for or make any refund claims relating to any tax or any tax return or
settle any issues arising in any tax audit or contest.


 


(vii) other than in the ordinary course of
business, enter into any Material Contract (including without limitation, any
arrangement with any governmental body) or any amendment, cancellation or
termination of any Material Contract, including without limitation any Contract
with any governmental body or agency, or take any action impairing its rights
under any Material Contract or take, or fail to take, any action that
constitutes a material breach or default under any Material Contract;


 


(viii) amend or propose to amend the charter
or bylaws of any of the Business; or


 


(ix) agree to do any of the foregoing.


 


Section 8.4.                                    Filings.
   The Business, Purchaser and the Shareholder shall exercise
reasonable best efforts to take or cause to be taken all actions, and to do or
cause to be done all things necessary, proper or advisable under applicable
laws to consummate and make effective, as soon as reasonably practicable, the
transactions contemplated hereby. Without limiting the generality of the
foregoing, each of the Business, Shareholder and the Purchaser (a) shall make
all required filings with or applications to governmental bodies and other
regulatory authorities no later than five business days after the execution of this
Agreement, and (b) shall exercise reasonable best efforts to (1) obtain all
necessary waivers, consents and approvals from other parties to Material
Contracts as identified by the Purchaser and set forth on Schedules 5.9 and
5.10 and to oppose, lift or rescind any injunction or restraining order or
other order adversely


 


(INITIALED: BF, MO)


 


14

















 


affecting the ability of the parties to consummate the transactions
contemplated hereby, and (2) otherwise fulfill all conditions to this
Agreement.


 


Section 8.5.                                     Notification
of Certain Matters.    The Business shall give prompt
written notice to the Purchaser of (i) the occurrence, or failure to occur, of
any event or existence of any condition that has caused or could reasonably be
expected to cause any representation or warranty of the Business or Shareholder
contained in this Agreement to be untrue or inaccurate in any material respect
at any time after the date of this Agreement, up to and including the Effective
Date, and (ii) any failure of the Business or Shareholder to comply with or
satisfy, in any respect, any material covenant, condition or agreement to be
complied with or satisfied under this Agreement.


 


Section 8.6.                                    Covenant
Not to Compete.    At the Closing, the Shareholder and
Richard Richardson shall enter into a Covenant Not to Compete Agreement as
contained in the form of Schedules 8.6(a) and 8.6(b) hereto.


 


Section 8.7.                                    Employee
Benefits.    There are no disputes, issues or claims
relating to any Employee Benefits, including any such disputes, issues, or
claims by any employee or by the Internal Revenue Service, any administrator or
agent. All benefits are in full compliance with all regulations, rules, laws,
statutes, agreements and federal state and local regulatory authorities. All
Employee Benefits have been fully funded, or shall be fully funded prior to the
date of Closing, or will be pro rated to the date of Closing.


 


Section 8.8.                                    Certain
Income Tax Matters.


 


(a) Shareholder shall pay or make provisions
for offset or recoupment to Purchaser for all income and other tax liability as
a result of the Business operations to any governing authority on or prior to
the Effective Date. Shareholder shall prepare or cause to be prepared all tax
computations for such taxes due on or before the Effective Date, and the amount
of such taxes due shall be paid by Shareholder either by direct payment to the
Department of Revenue, and proof of payment thereof, direct payment to
Purchaser therefore, or offset in adjustment of the Purchase Price by the
Purchaser. Shareholder warrants that the tax computations will be accurate and
complete and, subject to Section 5.8 hereof, shall be responsible for all
taxes, penalties and interest due on all such taxes as of the Effective Date. The
Shareholder shall prepare and cause to be filed all income tax returns for the
Business for the Business’ taxable years ending as of the end of the Effective
Date. The Purchaser shall be responsible for the preparation and filing of all
income tax returns and the payment of all income and other tax liabilities of
the Business for the Business’ taxable periods beginning the day after the
Effective Date and subsequent periods. Each party agrees to indemnify the other
against any liability for federal income taxes payable by the indemnifying
party as a result of any portion of the Business’ income allocable to the
indemnifying party.


 


(b) The Shareholder agrees to cooperate with
the Purchaser, and the Purchaser agrees to cooperate (and cause the Business to
cooperate) with the Shareholder, to the extent necessary in connection with the
filing of any tax return or


 


(INITIALED: BF, MO)


 


15

















 


similar document relating to the Purchaser’s acquisition of the
Business. Each such tax return shall be based on the same tax accounting
methods and elections as used for the Business’ taxable years immediately
preceding the year of such return, except as otherwise required by law or as
agreed upon by the Purchaser and the Shareholder. A photocopy of each such tax
return shall be furnished to the Purchaser at least 30 days before the due date
(including any extensions) for filing the tax return. If the Purchaser
disagrees with the amount or treatment of any item on any such return, the
Purchaser shall notify the Shareholder, and the Purchaser and the Seller shall
proceed in good faith to resolve any dispute regarding the return before the
due date.


 


Section 8.9.                                   Disbursing
Agent.    The parties agree the closing funds will be
disbursed through the trust or escrow account of United Title, 4880 Long
Prairie, Suite 200, Flower Mount, TX 75028, Linda Miller, Branch Manager.


 


Section 8.10.                             Payment
of Contracts for Deeds. Shareholder has heretofore entered into contracts
for deeds for the real property where Jaguar’s Gold Club Dallas. Shareholder
hereby covenants that he shall upon, at the date and time of the Effective
Date, take all necessary actions to insure immediate payment in full of the
deeds of contract to acquire the real property in fee simple no later than the
date of Effective Date, and obtain a title policy showing the owner as owner in
fee simple of the real property, and Purchaser as owner of the structures
thereon.


 


Section 8.11.                             Cash
and Inventory at Closing.    The Shareholder hereby
covenants, that the Business shall pay all accounts payable up to the Effective
Date that have been incurred prior to the Effective Date in the operations of
the Business. The Shareholder covenants to have cash on hand sufficient to pay
all outstanding checks issued prior to the Effective Date without the right of
attachment, setoff, or other encumbrances leaving a net amount as of the date
of the Effective Date of no less than $12,000.00 available to Purchaser.


 


(a)                                  Inventory.
  Business
and Shareholder hereby covenant to have on hand in Inventory based on prior
usage, or on schedules, at least three (3) weeks of food and beverage and other
operating supplies necessary for Purchaser to acquire and operate the Business
for three (3) consecutive weeks without the necessity of re-ordering those
items from the Effective Date.


 


Section 8.12.                             Public
Announcements.    The Shareholder hereby covenants that he
shall not issue any press release or otherwise making any public statement with
respect to this Agreement, or the transactions contemplated hereby. Shareholder
covenants that he shall not object, and accept Purchaser has certain mandated
regulated announcements which must be made, and covenant that it shall be
allowed to make all necessary press releases, statements, or other such
comments as required by law, rule or regulation without consultation and
restriction.


 


(INITIALED: BF, MO)


 


16

















 


Section 8.13.                             Representations,
Warranties, and Covenants.    The representations,
warranties and covenants contained herein shall survive the Closing Date as
follows:


 


(i)                                     Sections
5.1, 5.2, 5.4 and 5.9 and Article VIII without limitation.


 


(ii)                                  Sections
5.3, 5.5, 5.6., 5.7, 5.10, 5.11, 5.13, 5.14, 5.15, 5.16 and 5.17 for a period
of two (2) years after the Effective Date.


 


(iii)                               Sections
5.8 and 5.12 without limitation only subject to the statute of limitations for
said items.


 


Section 8.14.                             Joint
and Several Liability.    The Shareholder herein agrees that
the covenants, representations and warranties made in this section and previous
sections of this Agreement, shall be joint and several liabilities against the
Shareholder (if more than one) for any breach of such covenant, representation,
or warranty.


 


Section 8.15.                             Consents
and Approvals.   The Shareholder shall obtain any waiver,
consent, or approval as may be required in order to consummate the transactions
contemplated by this Agreement, or that may be required by any agreement,
lease, instrument, arrangement, judgment, decree, order or license to which
such Shareholder is a party or subject to up to the Effective Date, which would
prohibit, or require the waiver, consent or approval of any Person to such
transaction or under which, without such waiver, consent or approval, such
transaction would constitute an occurrence of default under the provisions
thereof, result in the acceleration of any obligation thereunder, or give rise
to a right of any party thereto to terminate its obligations thereunder.


 


Section 8.16.                             Authority
and Status.   Each Shareholder shall obtain full capacity,
power and authority to execute and deliver this Agreement (if necessary), to
perform hereunder, and to consummate the transactions contemplated hereby
without the necessity of any act or consent of any other Person whomsoever. The
execution, delivery and performance by each Shareholder of this Agreement and
each and every agreement, document and instrument provided for herein to be
executed and delivered by such Shareholder have been duly authorized and
approved by each Shareholder. This Agreement and each and every agreement,
document and instrument to be executed, delivered and performed by a
Shareholder in connection herewith constitutes or will, when executed and delivered,
constitute the legal, valid and binding obligation of each Shareholder,
enforceable against each Shareholder in accordance with their respective terms,
except as enforceability may be limited by applicable equitable principles or
by bankruptcy, insolvency, reorganization, moratorium, or similar laws from
time to time in effect affecting the enforcement of creditors’ rights
generally.


 


Section 8.17.                             Ownership
of Shares.   The outstanding Share of the Business shall be
beneficially owned, and of record by the Effective Date of those individuals
and entities as shown on Schedule 8.17 hereto, and such Shares shall be at the
time of the Effective Date free and clear of all liens, claims, charges and
encumbrances of any kind


 


(INITIALED: BF, MO)


 


17

















 


or nature whatsoever, and at such time the authorization of no other
Person or entity will be required in order to consummate the transactions
contemplated herein.


 


Section 8.18.                             Certain
Payments.   The Shareholder shall not, nor shall its
officers, employees, agents and affiliates directly or indirectly be given or
agree to be given or solicit or receive any gift, rebate or similar benefit to
any customer, supplier, governmental employee or other Person which might subject
the Business to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (i) if not given in the past might have had an
adverse effect on the assets, business or operation of the Business, or (ii) if
not continued in the future might adversely affect the assets, business,
operations or prospects of the Business.


 


Section 8.19.                              Litigation.   Shareholder
shall give notice of any suit, action, proceeding, claim or investigation which
it shall become aware of prior to Closing, affecting any Shareholder that if
pursued and/or resulting in a judgment or decision against such Shareholder
would have a material and adverse affect on the assets, business, goodwill or
financial condition of the Business up to the date of the Effective Date.


 


Section 8.20.                              Transition
Period.    Shareholder hereby covenants that he shall from
the Effective Date and for ninety (90) consecutive days thereafter assist
Purchaser in every reasonable manner in the transition of the day-to-day
operations of the Business. The assistance shall include, but not limited to,
physical presence at the Business facility, and good faith activities including
phone calls, face to face meetings, and other such activities to assist
Purchaser in the transition for ninety (90) days immediately after the
Effective Date in accordance with Schedule 4.1(g).


 


Section 8.21.                              Use
of Jaguar’s Gold Club Name.    Shareholder hereby covenants
that the Purchaser shall be allowed to have unlimited use of the name Jaguar’s
Gold Club provided, however, Shareholder shall have the right to terminate such
use with sixty (60) days notice. In the event Purchaser shall be sued as a
result of the use of the name after the Effective Date, Purchaser shall be
solely responsible for the defense, consequences, and damages and the right and
be entitled to any awards of any such suit; and the Shareholder shall not be
required to indemnify or hold harmless Purchaser for such suit.


 


ARTICLE IX


 


Indemnification by Shareholder


 


Section 9.1.                                   Indemnification
by Shareholder.    Shareholder hereby agrees to defend,
indemnify and hold harmless Purchaser, the Business, and the respective
successors, assigns and affiliates of the foregoing entities (collectively, the
“Purchaser Indemnitees”) from and against any and all losses, diminish in
value, liabilities, damages, assessments, judgments, costs and expenses,
including reasonable attorneys’ fees (both those incurred in connection with
the defense or prosecution of an indemnifiable claim


 


(INITIALED: BF, MO)


 


18

















 


and those incurred in connection with the enforcement of this
provision) (collectively, “Purchaser Losses”), caused by, or resulting from or
in any way arising out of:


 


(a) (i) breaches of representations or warranties hereunder on the part
of Shareholder; and (ii) failure by Shareholder to perform or otherwise fulfill
any undertaking or other agreement or obligation hereunder;


 


(b) claims occurring on or prior to the Effective Date as a result of,
directly or indirectly, the sale of any product, performance, or services, by
the Company on or before the Effective Date, or any other claim asserted
against Purchaser or the Business arising from any action or inaction of
Shareholder or the Business on or before the Effective Date.


 


(c) (i) any and all taxes imposed on Shareholder or any Affiliate of
Shareholder (including, without limitation, the Business) for, or relating to,
any taxable periods commencing before the Effective Date, including, but not
limited to, (a) any liability of the Companies under any tax sharing agreement,
whether or not written; and (b) any tax liability resulting from the
termination, as of the Effective Date, of the Business as a Shareholder of any
consolidated, affiliated, combined, unitary or other similar tax group and (ii)
liabilities of the Business or Shareholder as a result of prior filings of tax
returns of federal, state, local, or any other tax subdivision thereof,
heretofore filed by the Business prior to the Effective Date; and


 


(d) any and all actions, suits, proceedings, claims or demands incident
to any of the foregoing for such indemnification.


 


Section 9.2.                                    Ongoing
Lease Obligation/Offset.    (a)  In addition hereto, and not as an exclusive
remedy, any sums, claims or demands which give rise to indemnification may be
satisfied by Purchaser by way of setoff of rental obligations referred to in
Section 5.9 as limited by and more particularly described in the Ground Lease
therein referenced and incorporated herein by reference, provided, however,
that the Shareholder may after the running of the statute of limitations has
expired for the representations set forth in Section 5.8 and 8.8 as limited by
Section 8.13(iii) without their being a claim of breach of Section 5.8 or 8.8,
elect to place the sum of $500,000.00 in an escrow account as described in
Section (b) below in lieu of the right to offset granted herein. If the
Shareholder shall so elect, the Purchaser’s right of offset against the Ground
Lease referred to in Section 5.9 shall be terminated.


 


(b) The escrow account described in (a) above shall be held by the
Purchaser in an interest-bearing demand account with a United States Bank
insured by the FDIC with capital excess of $100,000,000.00. The Purchaser shall
be the only signature required to withdraw funds from said escrow account, but
only for any event which gives the Purchaser the right of offset as set forth
in this Section 9.2. Interest on said account shall be payable at least
quarterly to the Shareholder. Any remaining balance in said escrow account at
the termination of the Lease shall be paid over to the Shareholder.


 


(INITIALED: BF, MO)


 


19

















 


ARTICLE X


 


Indemnification by Purchaser


 


Section 10.1.                             Indemnification
by Purchaser.    Purchaser hereby agrees to defend,
indemnify and hold harmless Shareholder or his successors and assigns
(collectively, “Shareholder Indemnitees”) from and against any and all losses,
damages, assessments, judgments, costs and expenses, including reasonable
attorneys’ fees, resulting from or arising out of:


 


(a) (i) breaches of representations and warranties under any part of
the Agreement; and (ii) failure by Purchaser to perform or otherwise fulfill
any undertaking or agreement or obligation hereunder;


 


(b) claims occurring after the Effective Date as a result of, directly
or indirectly, the sale or service to the public at large by the Business
arising or occurring after the Effective Date.


 


(c)  claims occurring after the
Effective Date for its brokers fees or commissions incurred as a result of the
transaction herein contemplated.


 


ARTICLE XI


 


Conditions of the Effective Date


 


Section 11.1.                             Conditions
to Each Party’s Obligation.    The respective obligations of
each party to effect the transactions contemplated hereby are subject to the
satisfaction or waiver prior to the Effective Date of the following conditions:


 


(a) No Legal Prohibition. No statute, rule, regulation or order
shall be enacted, promulgated, entered or enforced by any court or governmental
authority which would prohibit consummation by or the ongoing business
operation of an adult cabaret upon the Property.


 


(b) No Injunction. Such party shall not be prohibited by any
order, ruling, consent, decree, judgment or injunction of a court or regulatory
agency of competent jurisdiction from consummating the transactions
contemplated hereby.


 


Section 11.2                                Conditions
to Obligation of the Purchaser. The obligation of the Purchaser to effect
the transactions contemplated hereby shall be subject to the satisfaction or
waiver, prior to or at the Effective Date, of the following conditions:


 


(a) Representations and Covenants. Except as expressly
contemplated by this Agreement, the representations and warranties of the
Shareholder contained in this Agreement shall be true and correct on and as of
the Effective Date with the same force and effect as though made on and as of
the Effective Date, except for such breaches of representations and warranties
as, individually or in the aggregate, do not have a Material Adverse Effect.
The Shareholder shall have performed and complied in all material


 


(INITIALED: BF, MO)


 


20

















 


respects with all covenants and agreements required by this Agreement
to be performed or complied with by it on or prior to the Effective Date.


 


(b) Approvals. All governmental and third-party approvals,
consents, permits or waivers set forth on Schedules 5.5 shall have been
obtained.


 


(c) Shareholder Agreements. All agreements of the Shareholder
with any Shareholder or any relative of the Shareholder shall have been
canceled, or shall be canceled effective as of the Effective Date, with no
payment or cost of any nature to the Shareholder.


 


(d) Covenant Not to Compete and Non-Disclosure Agreement. At the
Closing, Shareholder and Richard Richardson shall execute and deliver a
Covenant Not to Compete and a Non-Disclosure Agreement contained in Schedule
8.6(a) and 8.6(b) hereto, to be effective as of the Effective Date.


 


(e) Officer’s Certificate. The Shareholder and the President of
the Business shall have delivered a certificate substantially in the form of
Schedule 11.2(e) hereto.


 


(f) Secretary’s Certificate. The Secretary of the Business shall
have delivered a certificate substantially in the form of Schedule 11.2(f)
hereto.


 


(g) Absence of Adverse Changes. Since the date of the Reference
Balance Sheet:


 


(I) The Business shall not have suffered any change in its financial
condition, business, prospects, property or assets which, either singularly or
in the aggregate, constitutes a Material Adverse Effect; and


 


(II) the Business and the Shareholder shall not have permitted or
suffered to occur any transaction or event which will materially adversely
affect the transaction herein contemplated in the sole and absolute discretion
of the Purchaser.


 


(h) Two Title Policies. Premises is paid in full and policies
issued as set forth in 3.1(f) and 4.1(f).


 


ARTICLE XII


 


Termination


 


Section 12.1                                Termination.
   This Agreement may be terminated at any time prior to the
Closing:


 


(a) By mutual written consent of the Purchaser and Shareholder.


 


(b) In writing by the Purchaser if prior to the Effective Date the
Business or Shareholder fail to perform in any material respect any of their
obligations under this


 


(INITIALED: BF, MO)


 


21

















 


Agreement or the Company or Shareholder have breached in any material
respect any of their representations or warranties, and such failure or breach
has not been cured within five (5) days after receipt of written notice of such
failure or breach by the Purchaser.


 


(c)  In writing by the Purchaser if
Purchaser is unable to acquire, in a satisfactory manner as determined by
Purchaser in its sole and absolute discretion, any governmental authority,
permits, licenses, of use and occupancy certificates or any governmental
permission as may be required by law prior to the Effective Date.


 


Section 12.2                                 Effect
of Termination.    In the event of termination of this
Agreement by the Purchaser or Shareholder as provided in Section 12.1 hereof,
all obligations of the parties under this Agreement shall terminate without
liability of any party to any other party. All funds, escrow, and/or deposits
heretofore paid by Purchaser shall be returned without offset, claims or
demands.


 


ARTICLE XIII


 


General Provisions


 


Section 13.1                                Rules
of Construction.


 


(a) Material Adverse Effect. For
purposes of this Agreement, a “Material Adverse Effect” shall mean a material
adverse effect on the financial condition, assets, liabilities (contingent or
otherwise), result of operations, business or prospects of the Company /taken
as a whole, or on the Company and the Shareholder’s ability to consummate the
transactions contemplated by this Agreement. For purposes hereof, an adverse
effect on the financial condition, assets, liabilities (contingent or
otherwise), results of operations, business or prospects of the Company which
has resulted or could reasonably be expected to result individually or in the
aggregate in Losses of $25,000.00 shall be deemed a Material Adverse Effect.


 


(b) Knowledge. The Shareholder and
officers of the Company have made reasonable inquiry to obtain full knowledge
of any and all material matters referred to in this agreement.


 


(c) Schedules. Any matter disclosed on any of the schedules
attached hereto for any purpose of this Agreement shall be deemed to be
disclosed on each of the schedules.


 


(d) Headings. The headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


(e) Severability. If any provision of
this Agreement, or the application thereof to any person, place or
circumstance, shall be held by a court of competent jurisdiction to be illegal,
invalid, unenforceable or void, then such provision shall be enforced to the
extent that it is not illegal, invalid, unenforceable or void, and the


 


(INITIALED: BF, MO)


 


22

















 


remainder of this Agreement, as well as such provision as applied to
other persons, places or circumstances, shall remain in full force and effect.


 


Section 13.2.                             Survival.   
All representations and warranties shall survive as provided in Section 8.13
hereof.


 


Section 13.3.                             Notices.
   All notices, demands, or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been duly given or delivered when (i)
delivered personally, (ii) sent by certified mail, return receipt requested or
(iii) sent via a nationally recognized overnight courier to the recipient for
next business day delivery. Such notices, demands and other communications
shall be sent to the address indicated below:


 


(i)                                     If
to Shareholder:


 


Bryan S.
Foster


2171 Manana Drive


Dallas, TX 75202


 


With copy to:


 


Arthur F. Selander


Attorney at Law


2001 Bryan Tower, Ste. 1800


Dallas, TX 75201


 


(ii)                                  If
to Purchaser:


 


Troy Lowrie


Brent Lewis


VCG Holding Corp.


390 Union Blvd., Suite 540


Lakewood, CO 80228


 


With copies to:


 


Mike Ocello


1401 Mississippi Avenue #10


Sauget, IL 62201


 


Martin A. Grusin


780 Ridge Lake Blvd., Suite 202


Memphis, TN 38120


Facsimile: 901-682-3590


 


(INITIALED: BF, MO)


 


23

















 


or to such other address as any party may
specify by notice given to the other party in accordance with this Section
13.3. The date of giving any such notice shall be (i) the date of hand
delivery, (ii) the date sent by telephone facsimile if a business day or the
first business day thereafter or (iii) the business day after delivery to the
overnight courier service.


 


Section 13.4                                 Governing
Law.    This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Texas without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Texas or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Texas.


 


Section 13.5                                 Entire
Agreement.    This Agreement (including attached exhibits
and schedules, and any ancillary or other agreements referred to therein) and
the Confidentiality Agreement previously entered into among the parties,
constitute the entire agreement among the parties with respect to the subject
matter of this Agreement and supersedes any prior agreement or understanding,
whether written or oral, among the parties or between any of them with respect
to the subject matter of this Agreement. here are no representations,
warranties, covenants, promises or undertakings, other than those expressly set
forth or referred to herein.


 


Section 13.6                                  Amendment;
Waiver.    This Agreement may be amended, modified or waived
only by a written agreement signed by the Purchaser, the Company and
Shareholder. With regard to any power, remedy or right provided in this
Agreement or otherwise available to any party, (i) no waiver or extension of
time, shall be effective unless expressly contained in a writing signed by the
waiving party, (ii) no alteration, modification or impairment shall be implied
by reason of any previous waiver, extension of time, delay or omission in
exercise or other indulgence, and (iii) waiver by any party of the time for
performance of any act or condition hereunder does not constitute a waiver of
the act or condition itself.


 


Section 13.7                                 Assignabilitv.   This
Agreement may not be assigned by Shareholder or the Business for any purpose. This
Agreement is fully assignable by Purchaser to a wholly-owned entity of the
Purchaser.


 


Section 13.8                                 Binding
Effect.   This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and, if
applicable, permitted assigns.


 


Section 13.9                                 Third-Party
Beneficiaries.   Each party intends that this Agreement
shall not benefit or create any right or cause of action in any person other
than the parties hereto.


 


Section 13.10                           Counterparts.   This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original but when taken together shall constitute but one
instrument.


 


(INITIALED: BF, MO)


 


24

















 


Section 13.11                            Expenses.
   Each party to this Agreement shall bear all of its own
expenses in connection with the execution, delivery and performance of this
Agreement and the transactions contemplated hereby, including without
limitation all fees and expenses of its agents, representatives, counsel and
accountants, provided that all expenses of the Company and Shareholder shall be
borne by the Shareholder.


 


Section 13.12.                         Attorney’s
Fees.    Should either party be required to engage an
attorney to enforce this Agreement, or the arbitration section as set forth
below, the prevailing party shall receive all reasonable cost of enforcement,
including, but not limited to a reasonable attorney’s fee.


 


ARTICLE XIV


 


Arbitration


 


Section 14.                                      Arbitration.    Each of the parties hereto agrees to submit to
binding arbitration any and all differences and disputes which may arise
between them, their heirs, successors, assigns, employees, officers, directors,
affiliates, subsidiaries, or Shareholder which are related to this Agreement. Prior
to initiating arbitration, the parties shall first meet face-to-face to effect
a resolution of the differences. Any differences which the parties are unable
to resolve in said face-to-face meeting shall be heard and finally settled at a
mutually agreed upon location by the parties, by binding arbitration in
accordance with the Commercial Rules of the American Arbitration Association. If
the parties do not agree upon a location, the arbitration proceeding shall be
conducted in Dallas, Texas. Any award entered in any such arbitration shall be
final, binding, and may be entered and enforced in any court of competent
jurisdiction. The arbitrator shall make such orders, conduct and schedule all
proceedings in connection with the arbitration so that final arbitration
commences no less than thirty (30) days and concludes no later than
seventy-five (75) days after a party files the initial notice of arbitration,
and so that the final arbitration award is made and delivered to the parties
within ninety (90) days after the filing of the initial notice of arbitration. The
cost of such arbitration shall be apportioned as determined by the arbitrator,
in any manner determined by him/her based upon the fault or lack thereof by the
respective parties. If the cost of such arbitration is not apportioned by the
arbitrator, then the cost shall be borne equally between the parties hereto. Nothing
herein contained shall be construed as preventing any party from instituting
legal or equitable action against any of the other parties for temporary or
similar provisional relief to the full extent permitted under the laws
applicable to this Agreement, or any such other written agreement between the
parties or the performance hereof or thereof or otherwise pending final
settlement of any dispute, difference or question by arbitration. Any such
provisional relieve may be modified or amended in any way by the arbitrator at
any time after his appointment.


 


	
   

  	
    /s/ BF

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 


(INITIALED: BF, MO)


 


25

















 


IN WITNESS WHEREOF, the parties hereto have
set forth their hands and seals as of the day and year first above written.


 


	
   

  	
  VCG HOLDING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  Title:

  	
   
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANANA ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Title:

  	
     President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
     /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster, Individually

  	
   

  
						



 


(INITIALED: BF, MO)


 


26

















 


EXHIBIT A


TRACT
I:


 


Being
Lot 5, Block D/6508, of C.W.F. ADDITION, an addition to the City of Dallas,
Dallas County, Texas according to the Amended Plat thereof recorded in County
Clerk File No. 200600205073, of the Map Records of Dallas County, Texas.


 


TRACT
II:


 


BEING
a tract of land situated, in the J.L. Hunt Survey, Abstract No. 588, and being
a portion of a tract of land described in a deed to Second Century Investments,
as recorded in Volume 2000245, Page 2769, of the Deed Records of Dallas County,
Texas (DRDCT) and being more particularly described as follows:


 


COMMENCING from a point in the
north right-of-way line of Manana Drive, (60 feet right-of-way), said point
being in the southwest corner of said Second Century Investments tract, and
being in the southeast corner of a tract of land conveyed to Miriam L. Barnett,
by deed, as recorded in Volume 84243, Page 1759, of the Deed Records of Dallas
County, Texas;


 


THENCE,
along said north right-of-way line of Manana Drive, (60 feet right-of-way),
North 89 deg. 22’51” East, a distance of 199.81 feet, to a 1⁄2 inch iron rod set
for corner and POINT OF BEGINNING;


 


THENCE,
departing said north right of way of Manana Drive, (60 feet right-of-way),
North 00 deg. 16’28” West, a distance of 498.72 feet to a 1⁄2 inch iron rod set
for corner in the north line of said Second Century Investments tract;


 


THENCE,
along said north line of Second Century Investments tract, North 89 deg. 43’32”
East, a distance of 165.00 feet to a 1⁄2 inch iron rod set for corner;


 


THENCE,
South 00 deg. 16’28” East, a distance of 497.73 feet to a 1⁄2 inch rod set for
corner in said north right-of-way line of Manana Drive, (60 feet right-of-way);


 


THENCE,
along said north right-of-way line of Manana Drive, (60 feet right-of-way),
South 89 deg. 22’51” West, distance of 165.00 feet to the POINT OF BEGINNING;
containing within these metes and bounds 1.887 Acres or 82,206 Square Feet of
land more or less.


 


NOTE: The Company is prohibited
from insuring the area or quantity of the land described herein. Any statement
in the legal description contained in Schedule “A” as to area or quantity of
land is not a representation that such area or quantity is correct, but is made
only for informal identification purposes and does not override Item 2 of
Schedule “B” hereof.


 


(INITIALED: BF, MO)


 

















SAVE
AND EXCEPT


 


Being
a 1.34 acre tract of land situated in the J.L. Hunt SURVEY, ABSTRACT NO. 588,
being a portion of that certain tract of land conveyed to Curtis Wise Finance,
L.P. by deed as recorded in Volume 2003051, Page 9284, Deed Records, Dallas
County, Texas and being more particularly described by metes and bounds as
follows:


 


COMMENCING
at an “X” cut in concrete set for corner, said point being in the southeast
corner of Lot 5, Block D/6508, C.W.F. Addition, and addition to the City of
Dallas, according to the plat thereof recorded in Instrument No 200600205073,
Official Public, Records, Dallas County, Texas, same point being the southwest
corner of said Curtis Wise Finance, L.P. tract, said point also being in the
northerly right-of-way line of Manana Drive (a 60.0’ Right-of-Way);


 


THENCE
North 00 degrees 16 minutes 28 seconds West, along the common line of said
Curtis Wise Finance, L.P. tract, and said Lot 5, Block D/6508, a distance of
145.00 feet to a 1⁄2 inch iron rod set for the POINT OF BEGINNING;


 


THENCE
North 00 degrees 16 minutes 28 seconds West, continuing along the common line
of said Curtis Wise Finance, L.P. tract, and said Lot 5, Block D/6508, a
distance of 353.72 feet to a 3” aluminum disk stamped “R.P.L.S. No 3047” set
for corner, said point being the northwest corner of said Curtis Wise Finance,
L.P. tract, same being the northeast corner of said Lot 5, Block D/6508, same
point being in the southerly line of a tract of land conveyed to the City of
Dallas by deed as recorded in Volume 2004224, Page 12443, Deed Records, Dallas
County, Texas;


 


THENCE North 89 degrees 43
minutes 32 seconds East, along the common line of said Curtis Wise Finance,
L.P. tract and said City of Dallas tract, a distance of 165.00 feet to a Rail
Road Spike found for corner, said point being the northeast corner of said
Curtis Wise Finance, L.P. tract, same point being the northwest corner of Lot
4, Block D/6508,


 


C.M.G. Addition, an addition to
the City of Dallas, according to the plat thereof recorded in Volume 2004028,
Page 00141, Map Records, Dallas County, Texas;


 


THENCE
South 00 degrees 16 minutes 28 seconds East, along the common line of said
Curtis Wise Finance, L.P. tract, and said Lot 4, Block D/6508, a distance of
352.73 feet to a 1⁄2 inch iron rod set for corner;


 


THENCE
South 89 degrees 22 minutes 51 seconds West, through the interior of said
Curtis Wise Finance, L.P. tract, a distance of 165.00 feet to the POINT of
BEGINNING and containing 58,281 square feet or 1.34 acres of computed land.


 


(INITIALED: BF, MO)


 
















 


SCHEDULE 2.2


FORM OF DEMAND NOTE


 


PROMISSORY NOTE


 


	
  $6,520,000.00

  	
  October 29, 2007

  
	
   

  	
  Dallas, Texas

  



 


ON DEMAND, and upon the Effective Date, as described in the Stock
Purchase Agreement entered into by and between VCG Holding Company, a Colorado
corporation, and Manana Entertainment, Inc., a Texas corporation d/b/a Jaguar’s
Gold Club Dallas and Bryan S. Foster, the undersigned promises to pay to the
order of Bryan S. Foster the principal sum of SIX MILLION FIVE HUNDRED TWENTY
($6,520,000.00) DOLLARS, for value received


 


All payments of principal and interest on this Note shall be payable in
lawful money of the United States of America, which shall be legal tender in
payment of all debts and dues, public and private, at the time of payment. Payment
shall be made at c/o Linda Miller at United Title at 4880 Long Prairie, Suite
200, Flower Mound, Texas 75028, or at such other place as the holder may
designate in writing.


 


The makers and endorsers hereof waive protest, demand, presentment, and
notice of dishonor, and agree that this Note may be extended, in whole or in
part, without limit as to the number of such extensions, or the period or
periods thereof, and without notice to them and without affecting their
liability thereon.


 


If, upon three (3) Business Days after Demand for payment hereunder,
all payments have not been paid in full pursuant to this Promissory Note, then
interest shall be (i) the lessor of Ten (10%) percent per annum or (ii) at the
highest rate allowed by the State of Texas until paid in full.


 


It is the intention of Lender and the undersigned to comply strictly
with all applicable usury laws; and, accordingly, in no event and upon no
contingency shall Lender ever be entitled to receive, collect or apply as
interest any interest, fees, charges or other payments equivalent to interest,
in excess of the maximum rate which Lender may lawfully charge under applicable
statutes and laws from time to time in effect. In determining whether or not
the interest paid or payable, under any specific contingency, exceeds the
highest contract rate permitted by applicable law from time to time in effect,
the undersigned hereof and Lender shall, to the maximum extent permitted under
applicable law, characterize the non-principal payment as a reasonable loan charge,
rather than as interest. Any provision hereof, or of any other agreement
between Lender and the undersigned, that operates to bind, obligate or compel
the undersigned to pay interest in excess of such maximum lawful contract rate
shall be construed to require the payment of the maximum rate only. The
provisions of this paragraph shall be given precedence over any other provision
contained herein or in any other agreement between Lender and the undersigned
that is in conflict with the provisions of this paragraph.


 


If this Note is placed in the hands of an attorney for collection, by
suit or otherwise, or to protect the security for its payment, or to enforce
its collection, the undersigned will pay all costs of collection and
litigation, together with reasonable attorneys’ fees. 


 


(INITIALED: BF, MO)


 

















 


Upon payment to United Title on behalf of Bryan S. Foster, this Note
shall be returned to the undersigned marked “Paid In Full.”


 


	
   

  	
  VCG HOLDING COMPANY,

  
	
   

  	
  A Colorado corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  Its:

  	
     President

  	
   

  



 


(INITIALED: BF)


 

















 


Schedule 2.6


Post Effective Date Settlement Agreement


 


1.                                       The
parties agree to, within sixty (60) days after the Effective Date, pay on a
pro-rated daily basis any items related to the Business set forth below which
arise after the Effective Date but relate to periods prior to the Effective
Date:


 


A.                                   Utilities


B.                                     Sales
Tax


C.                                     Any
bonuses due the General Managers


D.                                    Any
advertising expenses


 


2.                                       The
parties further agree that all salaries, benefits, payroll taxes, and any other
items measured by said salaries of any employee of the Business will be paid by
the Shareholder through the Effective Date and any of such payments after the
Effective Date shall be paid by the Purchaser.


 


3.                                       The
Shareholder shall be responsible and shall pay:


 


A.                                   All
accounts payable related to the Business received by the Business or
Shareholder which accounts payable are related to the Business prior to the
Effective Date; and


 


B.                                     All
accounts payable as stated above received after the Effective Date in an
aggregate amount in excess of $25,000.00.


 


4.                                       The
Purchaser shall be responsible and shall pay: 
All accounts payable received by the Business related to the Business
after the Effective Date, limited to an aggregate amount of $25,000.00 for any
services, supplies, or miscellaneous items that are related to the Business
prior to the Effective Date, which payments shall reduce the $25,000.00
limitation set forth in Section 13.1 of the Stock Purchase Agreement
dollar-for-dollar..


 


	
   

  	
  VCG HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  Its:

  	
    President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANANA ENTERTAINMENT, INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Its:

  	
    President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  	
   

  



 

















 


SCHEDULE 3.1(a)1


BILL OF SALE


 


Bryan S. Foster (“Seller”) does hereby sell, transfer, assign and
convey unto VCG Holding Company, a Colorado corporation (“VCG”) Seller’s 100%
share interest in Manana Entertainment, Inc., a Texas corporation d/b/a Jaguar’s
Gold Club Dallas (“Seller’s Shares”).


 


The Seller hereby covenants and warrants that the (i) Seller is the
lawful owner of Seller’s Shares, and Seller shall defend title to Seller’s
Shares against the claims and demands of all persons; (ii) Seller’s Shares are
free from all liens, claims, charges and encumbrances; and (iii) Seller has the
right to sell Seller’s Shares.


 


IN WITNESS WHEREOF, the Seller has executed and delivered this Bill of
Sale effective as of the  29th  day of October        ,
2007.


 


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  	
   

  



 


INITIALED: BF, MO)


 

















 


SCHEDULE 3.1(a)(2)


 


BILL OF SALE FOR IMPROVEMENTS,

FIXTURES & PERSONAL PROPERTY


 


Bryan S. Foster and Manana Entertainment, Inc., a Texas corporation,
d/b/a Jaguar’s Gold Club Dallas (“Sellers”) do hereby sell, transfer, assign
and convey unto VCG Holding Company, a Colorado corporation (“VCG”) Sellers’
100% interest in the Improvements, Fixtures and Personal Property Interests
located at 2151 Manana Drive, Dallas, Texas located on, but not with the land
as described in the legal description attached hereto and made a part hereof as
Exhibit “A”  (“Sellers’ Improvements,
Fixtures and Personal Property Interests “) as set forth in greater detail
hereinbelow.


 


Not included  in this Bill of Sale for Improvements, Fixtures and Personal Property
is the land located in Dallas County, Texas and more fully described in Exhibit
AA@ attached hereto and made a part
hereof for all purposes, together with all of the easements, rights of way,
privileges, liberties, hereditaments, strips and gores, streets, alleys,
passages, ways, waters, watercourses, rights and appurtenances thereunto
belonging or appertaining, and all of the estate, right, title, interest, claim
or demand whatsoever of Grantor therein and in the streets and ways adjacent thereto,
either in law or in equity (collectively, the ALand@);


 


Sold, transferred, assigned and conveyed in this Bill of Sale for
Improvements, Fixtures and Personal Property are the structure or buildings,
and all additions and improvements thereto, erected upon the Land, including
all buildings materials and Fixtures (hereinafter defined) now forming a part
of said structures or buildings, or delivered to the Land and intended to be
installed in such structures or buildings (collectively the AImprovements@);
as well as,


 


All systems, devices, machinery, apparatus, equipment, fittings,
appliances and fixtures of every kind and nature whatsoever located on the Land
or the Improvements, including all electrical, anti-pollution, heating,
lighting, laundry, incinerating, power, air-conditioning, plumbing, lifting,
cleaning, fire prevention, fire extinguishing, refrigerating, ventilating,
communication, garage and cooking systems, devices, machinery, apparatus,
equipment, fittings, appliances and fixtures, and all engines, pipes, pumps,
tanks, motors, conduits, ducts, compressors and switchboards, and all storm
doors and windows, dishwashers, attached cabinets and partitions not included
in the Improvements (collectively, the AFixtures@);
as well as,


 


All articles of personal property of very kind and nature whatsoever,
including but not limited to, all shades, awning, screens, furniture and
carpets, now and hereafter affixed to, attached to, placed upon, used or usable
in any way in connection with the use, enjoyment, occupancy or operation of the
Land, Improvements, or Fixtures, unless excepted on Schedule 5.11 of the
agreement set forth below and the Business as that term is defined in one
certain STOCK PURCHASE AGREEMENT dated, 29th day of October, 2007 between Sellers
and VCG (collectively, the APersonal
Property@);


 


The Sellers hereby covenant and warrant that the (i) Bryan S. Foster
and/or Manana Entertainment, Inc., a Texas corporation are the lawful owners of
Sellers’ Improvements, Fixtures and Personal Property Interests and Sellers
shall defend title to Sellers’ Improvements,


(INITIALED: BF, MO)


 

















 


Fixtures and Personal Property Interests against the claims and demands
of all persons; (ii) Sellers have the right to sell Seller’s Improvements,
Fixtures and Personal Property Interests.


 


Upon the termination of the Deed of Ground Lease described in the
attached Memorandum of Deed of Ground Lease and Key Provisions Summary attached
hereto as Exhibit “B”, the title and ownership of the Improvements, Fixtures
and Personalty as described herein shall revert back to Bryan S. Foster.


 


IN WITNESS WHEREOF, the Seller has executed and delivered this BILL OF
SALE FOR IMPROVEMENTS, FIXTURES & PERSONAL PROPERTY as of October 29, 2007
to be effective as of the EFFECTIVE DATE. As set forth in the Stock Purchase
Agreement dated October 29, 2007.


 


 


	
   

  	
  BRYAN S. FOSTER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Manana Entertainment, Inc., a Texas corporation,

  
	
   

  	
   d/b/a    JAGUAR’S
  GOLD CLUB DALLAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
   

  	
       Bryan S. Foster, President and Sole
  Stockholder

  



 

















 


EXHIBIT A


TRACT
I:


 


Being
Lot 5, Block D/6508, of C.W.F. ADDITION, an addition to the City of Dallas,
Dallas County, Texas according to the Amended Plat thereof recorded in County
Clerk File No. 200600205073, of the Map Records of Dallas County, Texas.


 


TRACT
II:


 


BEING
a tract of land situated, in the J.L. Hunt Survey, Abstract No. 588, and being
a portion of a tract of land described in a deed to Second Century Investments,
as recorded in Volume 2000245, Page 2769, of the Deed Records of Dallas County,
Texas (DRDCT) and being more particularly described as follows:


 


COMMENCING from a point in the
north right-of-way line of Manana Drive, (60 feet right-of-way), said point
being in the southwest corner of said Second Century Investments tract, and
being in the southeast corner of a tract of land conveyed to Miriam L. Barnett,
by deed, as recorded in Volume 84243, Page 1759, of the Deed Records of Dallas
County, Texas;


 


THENCE,
along said north right-of-way line of Manana Drive, (60 feet right-of-way),
North 89 deg. 22’51” East, a distance of 199.81 feet, to a 1⁄2 inch iron rod set
for corner and POINT OF BEGINNING;


 


THENCE,
departing said north right of way of Manana Drive, (60 feet right-of-way),
North 00 deg. 16’28” West, a distance of 498.72 feet to a 1⁄2 inch iron rod set
for corner in the north line of said Second Century Investments tract;


 


THENCE,
along said north line of Second Century Investments tract, North 89 deg. 43’32”
East, a distance of 165.00 feet to a 1⁄2 inch iron rod set for corner;


 


THENCE,
South 00 deg. 16’28” East, a distance of 497.73 feet to a 1⁄2 inch rod set for
corner in said north right-of-way line of Manana Drive, (60 feet right-of-way);


 


THENCE,
along said north right-of-way line of Manana Drive, (60 feet right-of-way),
South 89 deg. 22’51” West, distance of 165.00 feet to the POINT OF BEGINNING;
containing within these metes and bounds 1.887 Acres or 82,206 Square Feet of
land more or less.


 


NOTE: The Company is prohibited
from insuring the area or quantity of the land described herein. Any statement
in the legal description contained in Schedule “A” as to area or quantity of
land is not a representation that such area or quantity is correct, but is made
only for informal identification purposes and does not override Item 2 of
Schedule “B” hereof.


 


(INITIALED:
BF, MO)


 

















 


SAVE
AND EXCEPT


 


Being
a 1.34 acre tract of land situated in the J.L. Hunt SURVEY, ABSTRACT NO. 588,
being a portion of that certain tract of land conveyed to Curtis Wise Finance,
L.P. by deed as recorded in Volume 2003051, Page 9284, Deed Records, Dallas
County, Texas and being more particularly described by metes and bounds as
follows:


 


COMMENCING
at an “X” cut in concrete set for corner, said point being in the southeast
corner of Lot 5, Block D/6508, C.W.F. Addition, and addition to the City of
Dallas, according to the plat thereof recorded in Instrument No 200600205073,
Official Public, Records, Dallas County, Texas, same point being the southwest corner
of said Curtis Wise Finance, L.P. tract, said point also being in the northerly
right-of-way line of Manana Drive (a 60.0’ Right-of-Way);


 


THENCE
North 00 degrees 16 minutes 28 seconds West, along the common line of said
Curtis Wise Finance, L.P. tract, and said Lot 5, Block D/6508, a distance of
145.00 feet to a 1⁄2 inch iron rod set for the POINT OF BEGINNING;


 


THENCE
North 00 degrees 16 minutes 28 seconds West, continuing along the common line
of said Curtis Wise Finance, L.P. tract, and said Lot 5, Block D/6508, a
distance of 353.72 feet to a 3” aluminum disk stamped “R.P.L.S. No 3047” set
for corner, said point being the northwest corner of said Curtis Wise Finance,
L.P. tract, same being the northeast corner of said Lot 5, Block D/6508, same
point being in the southerly line of a tract of land conveyed to the City of
Dallas by deed as recorded in Volume 2004224, Page 12443, Deed Records, Dallas
County, Texas;


 


THENCE North 89 degrees 43
minutes 32 seconds East, along the common line of said Curtis Wise Finance,
L.P. tract and said City of Dallas tract, a distance of 165.00 feet to a Rail
Road Spike found for corner, said point being the northeast corner of said
Curtis Wise Finance, L.P. tract, same point being the northwest corner of Lot
4, Block D/6508,


 


C.M.G. Addition, an addition to
the City of Dallas, according to the plat thereof recorded in Volume 2004028,
Page 00141, Map Records, Dallas County, Texas;


 


THENCE
South 00 degrees 16 minutes 28 seconds East, along the common line of said
Curtis Wise Finance, L.P. tract, and said Lot 4, Block D/6508, a distance of
352.73 feet to a 1⁄2 inch iron rod set for corner;


 


THENCE
South 89 degrees 22 minutes 51 seconds West, through the interior of said
Curtis Wise Finance, L.P. tract, a distance of 165.00 feet to the POINT of
BEGINNING and containing 58,281 square feet or 1.34 acres of computed land.


 


(INITIALED: BF, MO)


 

















 


EXHIBIT B


 


MEMORANDUM OF DEED OF GROUND LEASE

AND KEY PROVISIONS SUMMARY


 


 


	
  Effective Date:

  	
                              ,
  2007

  
	
  Landlord:

  	
  Bryan S. Foster

  
	
  Tenant:

  	
  VCG Holding Company, a Colorado corporation

  
	
  Land and Leased Premises:

  	
  2151 Manana Drive, Dallas, Texas, Dallas
  County, and more particularly described on Exhibit “A”

  
	
  Notices:

  	
  Landlord:

  	
  Tenant:

  
	
   

  Bryan S. Foster

  2171 Manana Drive

  Dallas, Texas 75248

  	
   

  VCG Corporation

  c/o Troy Lowry

  390 Union Blvd., Suite 540

  Lakewood, CO 80228

   

  
	
  With a copy to:

  	
  With a copy to:

  
	
   

  Kevin Richardson

  6716 Valley View Lane

  Sachse, TX 75048

   

  Art Selander, Esq.

  Quilling, Selander,

  Cummiskey & Lownds, P.C.

  2001 Bryan Street, Suite 1800

  Dallas, TX 75201

  	
   

  VCG Holding Corp.

  c/o Michael Ocello

  1401 Mississippi Ave., Suite 10

  Sauget, IL 62201

   

  Martin A. Grusin

  The Law Offices of Martin A. Grusin, P.C.

  780 Ridge Lake Blvd., Suite 202

  Memphis, TN 38120

  
	
  Lease Commencement Date:

  	
                            ,
  2007

  
	
  Rent Commencement Date:

  	
                            ,
  2007

  
	
  Expiration Date (Initial Term):

  	
                        31,
  2012

  
	
  Lease Term:

  	
  Initial Term - five (5) years (Section
  1.1)

  Renewal Terms - four (4) terms of five (5)
  years each (Section 1.2)

  
	
  Initial Monthly Rent:

  	
  $25,000.00

  
	
  2nd Term Monthly Rent:

  	
  (if renewed) $27,500.00

  



 


(INITIALED:
BF, MO)


 

















 


	
  3rd Term Monthly Rent:

  	
  (if renewed) $30,250.00

  
	
  4th Term Monthly Rent:

  	
  (if renewed) $33,275.00

  
	
  5th Term Monthly Rent:

  	
  (if renewed) $36,602.50

  	
   

  
	
  Permitted Uses:

  	
  Solely for the operation of an adult
  entertainment facility or adult cabaret or for such other lawful purpose as
  Tenant may elect, so long as Tenant maintains a Specialized Certificate of
  Occupancy or the equivalent to operate as an adult cabaret (Section 1.4)
  

  
	
  Broker

  	
  None

  
	
  Exhibits

  	
  Exhibit “A” - Legal Description

  



 


If there are any inconsistencies between this Memorandum of Deed of
Ground Lease and Key Provisions Summary and the other provisions of the Deed of
Ground Lease, then the Deed of Ground Lease shall control.


 


(INITIALED: BF, MO)


 

















 


SCHEDULE 4.1(b)


EXCEPTIONS TO STATEMENT ON LOST RECORDS


 


Bryan S. Foster hereby states and affirms the following as part of the
purchase of the Stock Purchase Agreement dated the 29th day of October, 2007,
by and among VCG Holding Company and Manana Entertainment, Inc. d/b/a Jaguar’s
Gold Club Dallas and Bryan S. Foster (Agreement):


 


1.                                       He
is the sole owner and Shareholder of all of the Shares of Stock of Manana Entertainment,
Inc. (the Business); and


 


2.                                       That
the Shares, certificates, corporate minute books, stock transfer ledgers,
regulations, and seals (if any) of the Business either have been delivered or
do not exist any more or are lost; and


 


3.                                       Nothing
contained in the items set forth in 2 above in any way has or had any effect on
his ability and authority to perform all of his and the Business’ obligations,
representations, covenants and warranties contained in the Agreement nor does
same have any Material Adverse Effect as that term is defined in the Agreement
on the Business.


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  	
   

  



 


(INITIALED: BF, MO)


 

















 


4.1(c)


 


RESIGNATION OF MANAGERS, OFFICERS AND
DIRECTORS


 


Bryan S. Foster hereby states that he owns clear of all liens and
encumbrances of any kind all the interests (Shares) and is the President and
sole shareholder of Manana Entertainment, Inc., and that he and all officers,
directors and managers (not operational managers, that is the persons
designated to manage the day-to-day actual operations of the Business) have
resigned or been discharged from their positions as such.


 


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  	
   

  



 


(INITIALED: BF, MO)


 

















 


SCHEDULE 4.1(g)


TRANSITIONAL HELP OF SHAREHOLDER


 


Shareholder or his designated representative shall assist in transition
of the Business for ninety (90) days following the Effective Date in a
reasonable manner fulfilling all reasonable requests to Purchaser for
assistance in the transaction without pay.


 


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  	
   

  



 


INITIALED: BF, MO)


 
















 


SCHEDULE 5.3(a)


FINANCIAL STATEMENTS


 


SEE ATTACHED.


 


 


	
   

  	
    /S/ MO

  	
   

  	
  /S/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
   Initials

  	
   

  



 

















 


Manana Entertainment, Inc.

Income Statement

For the Nine Months Ending September 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  1,665,976.60

  	
   

  	
  52.88 

  	
   

  	
  $

  	
  1,665,976.60

  	
   

  	
  52.88

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  63,175.00

  	
   

  	
  2.01

  	
   

  	
  63,175.00

  	
   

  	
  2.01

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  326,085.53

  	
   

  	
  10.35

  	
   

  	
  326,085.53

  	
   

  	
  10.35

  	
   

  
	
  Sales-Cigars

  	
   

  	
  10,536.00

  	
   

  	
  0.33

  	
   

  	
  10,536.00

  	
   

  	
  0.33

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  10,065.00

  	
   

  	
  0.32

  	
   

  	
  10,065.00

  	
   

  	
  0.32

  	
   

  
	
  Sales-Vending

  	
   

  	
  43,567.00

  	
   

  	
  1.38

  	
   

  	
  43,567.00

  	
   

  	
  1.38

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  415,710.00

  	
   

  	
  13.20

  	
   

  	
  415,710.00

  	
   

  	
  13.20

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  70,382.75

  	
   

  	
  2.23

  	
   

  	
  70,382.75

  	
   

  	
  2.23

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  24,120.00

  	
   

  	
  0.77

  	
   

  	
  24,120.00

  	
   

  	
  0.77

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  328,954.75

  	
   

  	
  10.44

  	
   

  	
  328,954.75

  	
   

  	
  10.44

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  41,365.00

  	
   

  	
  1.31

  	
   

  	
  41,365.00

  	
   

  	
  1.31

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  138,574.25

  	
   

  	
  4.40

  	
   

  	
  138,574.25

  	
   

  	
  4.40

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  10,441.00

  	
   

  	
  0.33

  	
   

  	
  10,441.00

  	
   

  	
  0.33

  	
   

  
	
  Interest
  Income

  	
   

  	
  1,076.16

  	
   

  	
  0.03

  	
   

  	
  1,076.16

  	
   

  	
  0.03

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  149.00

  	
   

  	
  0.00

  	
   

  	
  149.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  3,150,466.04

  	
   

  	
  100.00

  	
   

  	
  3,150,466.04

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  40,993.12

  	
   

  	
  1.30

  	
   

  	
  40,993.12

  	
   

  	
  1.30

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  10,300.00

  	
   

  	
  0.33

  	
   

  	
  10,300.00

  	
   

  	
  0.33

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  8,578.12

  	
   

  	
  0.27

  	
   

  	
  8,578.12

  	
   

  	
  0.27

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  5,008.43

  	
   

  	
  0.16

  	
   

  	
  5,008.43

  	
   

  	
  0.16

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  83,194.00

  	
   

  	
  2.64

  	
   

  	
  83,194.00

  	
   

  	
  2.64

  	
   

  
	
  Vending Supplies

  	
   

  	
  21,226.52

  	
   

  	
  0.67

  	
   

  	
  21,226.52

  	
   

  	
  0.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  169,300.19

  	
   

  	
  5.37 

  	
   

  	
  169,300.19

  	
   

  	
  5.37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  2,981,165.85

  	
   

  	
  94.63

  	
   

  	
  2,981,165.85

  	
   

  	
  94.63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  157,340.24

  	
   

  	
  4.99

  	
   

  	
  157,340.24

  	
   

  	
  4.99

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  6,150.00

  	
   

  	
  0.20

  	
   

  	
  6,150.00

  	
   

  	
  0.20

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  179,254.42

  	
   

  	
  5.69

  	
   

  	
  179,254.42

  	
   

  	
  5.69

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  9,664.58

  	
   

  	
  0.31

  	
   

  	
  9,664.58

  	
   

  	
  0.31

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  3,944.97

  	
   

  	
  0.13

  	
   

  	
  3,944.97

  	
   

  	
  0.13

  	
   

  
	
  Bank
  Charges

  	
   

  	
  5,979.79

  	
   

  	
  0.19

  	
   

  	
  5,979.79

  	
   

  	
  0.19

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  21,164.80

  	
   

  	
  0.67

  	
   

  	
  21,164.80

  	
   

  	
  0.67

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  3,336.59

  	
   

  	
  0.11

  	
   

  	
  3,336.59

  	
   

  	
  0.11

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  32,996.38

  	
   

  	
  1.05

  	
   

  	
  32,996.38

  	
   

  	
  1.05

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (9,191.26

  	
  )

  	
  (0.29

  	
  )

  	
  (9,191.26

  	
  )

  	
  (0.29

  	
  )

  
	
  Over
  Rings

  	
   

  	
  360.00

  	
   

  	
  0.01

  	
   

  	
  360.00

  	
   

  	
  0.01

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  133.90

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.00

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  2,500.00

  	
   

  	
  0.08

  	
   

  	
  2,500.00

  	
   

  	
  0.08

  	
   

  
	
  Education
  Expense

  	
   

  	
  4,956.68

  	
   

  	
  0.16

  	
   

  	
  4,956.68

  	
   

  	
  0.16

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  608.36

  	
   

  	
  0.02

  	
   

  	
  608.36

  	
   

  	
  0.02

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  5,089.49

  	
   

  	
  0.16

  	
   

  	
  5,089.49

  	
   

  	
  0.16

  	
   

  
	
  Janitorial

  	
   

  	
  46,767.28

  	
   

  	
  1.48

  	
   

  	
  46,767.28

  	
   

  	
  1.48

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  6,990.29

  	
   

  	
  0.22

  	
   

  	
  6,990.29

  	
   

  	
  0.22

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  2,867.97

  	
   

  	
  0.09

  	
   

  	
  2,867.97

  	
   

  	
  0.09

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  26,611.91

  	
   

  	
  0.84

  	
   

  	
  26,611.91

  	
   

  	
  0.84

  	
   

  
	
  Meals
  Expense

  	
   

  	
  971.03

  	
   

  	
  0.03

  	
   

  	
  971.03

  	
   

  	
  0.03

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  2,585.82

  	
   

  	
  0.08

  	
   

  	
  2,585.82

  	
   

  	
  0.08

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  1,015.00

  	
   

  	
  0.03

  	
   

  	
  1,015.00

  	
   

  	
  0.03

  	
   

  
	
  Computer
  & POS

  	
   

  	
  1,231.94

  	
   

  	
  0.04

  	
   

  	
  1,231.94

  	
   

  	
  0.04

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  2,944.74

  	
   

  	
  0.09

  	
   

  	
  2,944.74

  	
   

  	
  0.09

  	
   

  
												



 


For Management Purposes Only


 


(INITIALED:
MO, BF)


 


1

















 


Manana Entertainment, Inc.

Income Statement

For the Nine Months Ending September 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Office
  Expense

  	
   

  	
  4,786.45

  	
   

  	
  0.15

  	
   

  	
  4,786.45

  	
   

  	
  0.15

  	
   

  
	
  Outside
  Services

  	
   

  	
  41,338.60

  	
   

  	
  1.31

  	
   

  	
  41,338.60

  	
   

  	
  1.31

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  45,469.64

  	
   

  	
  1.44

  	
   

  	
  45,469.64

  	
   

  	
  1.44

  	
   

  
	
  Property
  Taxes

  	
   

  	
  25,772.87

  	
   

  	
  0.82

  	
   

  	
  25,772.87

  	
   

  	
  0.82

  	
   

  
	
  Postage
  Expense

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  30,932.48

  	
   

  	
  0.98

  	
   

  	
  30,932.48

  	
   

  	
  0.98

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  7,009.26

  	
   

  	
  0.22

  	
   

  	
  7,009.26

  	
   

  	
  0.22

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  230,698.92

  	
   

  	
  7.32

  	
   

  	
  230,698.92

  	
   

  	
  7.32

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  5,834.72

  	
   

  	
  0.19

  	
   

  	
  5,834.72

  	
   

  	
  0.19

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  5,635.52

  	
   

  	
  0.18

  	
   

  	
  5,635.52

  	
   

  	
  0.18

  	
   

  
	
  Travel
  Expense

  	
   

  	
  3,645.38

  	
   

  	
  0.12

  	
   

  	
  3,645.38

  	
   

  	
  0.12

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  417,517.04

  	
   

  	
  13.25

  	
   

  	
  417,517.04

  	
   

  	
  13.25

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  11,180.00

  	
   

  	
  0.35

  	
   

  	
  11,180.00

  	
   

  	
  0.35

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  47,181.84

  	
   

  	
  1.50

  	
   

  	
  47,181.84

  	
   

  	
  1.50

  	
   

  
	
  Other
  Expense

  	
   

  	
  47,005.76

  	
   

  	
  1.49

  	
   

  	
  47,005.76

  	
   

  	
  1.49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  1,440,327.42

  	
   

  	
  45.72

  	
   

  	
  1,440,327.42

  	
   

  	
  45.72

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  1,540,838.43

  	
   

  	
  48.91

  	
   

  	
  $

  	
  1,540,838.43

  	
   

  	
  48.91

  	
   

  



 


For Management Purposes Only


 


(INITIALED:
BF, MO)


 

















 


Manana Entertainment, Inc.

Balance Sheet

September 30, 2007


 




	
  ASSETS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash
  on Hand - Safe

  	
   

  	
  $

  	
  3,091.22

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Regular
  Checking Account

  	
   

  	
  (51,108.79 

  	
  )

  	
   

  	
   

  	
   

  	
   

  
	
  Payroll
  Checking Account

  	
   

  	
  23,655.14

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  American
  Express

  	
   

  	
  10,162.88

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master/Visa
  Card

  	
   

  	
  9,659.98

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Discover

  	
   

  	
  532.94

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Due
  To/From Golden -FW

  	
   

  	
  24,556.06

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  Current Assets

  	
   

  	
  2,516.41

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Current Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  23,065.84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property
  and Equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equipment

  	
   

  	
  12,834.69

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building
  Improvements

  	
   

  	
  43,220.05

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Property and Equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  56,054.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Other Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  79,120.58

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIABILITIES AND CAPITAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts
  Payable

  	
   

  	
  $

  	
  184.17

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wages
  Payable

  	
   

  	
  775.67

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Poker
  Chips Sold

  	
   

  	
  13,785.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N/P
  Shareholder

  	
   

  	
  20,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Current Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34,744.84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-Term
  Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Long-Term Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34,744.84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividends
  Paid

  	
   

  	
  (1,550,154.29

  	
  )

  	
   

  	
   

  	
   

  	
   

  
	
  Retained
  Earnings

  	
   

  	
  53,691.60

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  1,540,838.43

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  44,375.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Liabilities & Capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  79,120.58

  	
   

  






 


Unaudited - For Management Purposes Only


 


(INITIALED:
MO, BF)


 

















 


Manana Entertainment, Inc.

Income Statement

For the One Month Ending January 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  163,625.00

  	
   

  	
  54.73 

  	
   

  	
  $

  	
  163,625.00

  	
   

  	
  54.73

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  5,340.00

  	
   

  	
  1.79

  	
   

  	
  5,340.00

  	
   

  	
  1.79

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  31,973.00

  	
   

  	
  10.70

  	
   

  	
  31,973.00

  	
   

  	
  10.70

  	
   

  
	
  Sales-Cigars

  	
   

  	
  253.00

  	
   

  	
  0.08

  	
   

  	
  253.00

  	
   

  	
  0.08

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  33,257.00

  	
   

  	
  11.12

  	
   

  	
  33,257.00

  	
   

  	
  11.12

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  4,353.00

  	
   

  	
  1.46

  	
   

  	
  4,353.00

  	
   

  	
  1.46

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  1,960.00

  	
   

  	
  0.66

  	
   

  	
  1,960.00

  	
   

  	
  0.66

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  37,390.50

  	
   

  	
  12.51

  	
   

  	
  37,390.50

  	
   

  	
  12.51

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  3,632.00

  	
   

  	
  1.21

  	
   

  	
  3,632.00

  	
   

  	
  1.23

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  16,884.25

  	
   

  	
  5.65

  	
   

  	
  16,884.25

  	
   

  	
  5.65

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  280.00

  	
   

  	
  0.09

  	
   

  	
  280.00

  	
   

  	
  0.09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  298,947.75

  	
   

  	
  100.00

  	
   

  	
  298,947.75

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  6,325.42

  	
   

  	
  2.12

  	
   

  	
  6,325.42

  	
   

  	
  2.12

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  10,300.00

  	
   

  	
  3.45

  	
   

  	
  10,300.00

  	
   

  	
  3.45

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  8,317.99

  	
   

  	
  2.78

  	
   

  	
  8,317.99

  	
   

  	
  2.78

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  1,087.98

  	
   

  	
  0.36

  	
   

  	
  1,087.98

  	
   

  	
  0.36

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  8,796.00

  	
   

  	
  2.94

  	
   

  	
  8,796.00

  	
   

  	
  2.94

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  34,827.39

  	
   

  	
  11.65

  	
   

  	
  34,827.39

  	
   

  	
  11.65

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  264,120.36

  	
   

  	
  88.35

  	
   

  	
  264,120.36

  	
   

  	
  88.35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  15,256.33

  	
   

  	
  5.10

  	
   

  	
  15,256.33

  	
   

  	
  5.10

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  495.00

  	
   

  	
  0.17

  	
   

  	
  495.00

  	
   

  	
  0.17

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  37,476.65

  	
   

  	
  12.54

  	
   

  	
  37,476.65

  	
   

  	
  12.54

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  1,639.67

  	
   

  	
  0.55

  	
   

  	
  1,639.67

  	
   

  	
  0.55

  	
   

  
	
  Bank
  Charges

  	
   

  	
  362.73

  	
   

  	
  0.12

  	
   

  	
  362.73

  	
   

  	
  0.12

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,947.53

  	
   

  	
  0.99

  	
   

  	
  2,947.53

  	
   

  	
  0.99

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  765.39

  	
   

  	
  0.26

  	
   

  	
  765.39

  	
   

  	
  0.26

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  294.39

  	
   

  	
  0.10

  	
   

  	
  294.39

  	
   

  	
  0.10

  	
   

  
	
  Over
  Rings

  	
   

  	
  360.00

  	
   

  	
  0.12

  	
   

  	
  360.00

  	
   

  	
  0.12

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  59.90

  	
   

  	
  0.02

  	
   

  	
  59.90

  	
   

  	
  0.02

  	
   

  
	
  Janitorial

  	
   

  	
  5,894.60

  	
   

  	
  1.97

  	
   

  	
  5,894.60

  	
   

  	
  1.97

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  3,565.46

  	
   

  	
  1.19

  	
   

  	
  3,565.46

  	
   

  	
  1.19

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  2,817.97

  	
   

  	
  0.94

  	
   

  	
  2,817.97

  	
   

  	
  0.94

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  7,662.03

  	
   

  	
  2.56

  	
   

  	
  7,662.03

  	
   

  	
  2.56

  	
   

  
	
  Office
  Expense

  	
   

  	
  771.25

  	
   

  	
  0.26

  	
   

  	
  771.25

  	
   

  	
  0.26

  	
   

  
	
  Outside
  Services

  	
   

  	
  6,228.95

  	
   

  	
  2.08

  	
   

  	
  6,228.95

  	
   

  	
  2.08

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  3,734.88

  	
   

  	
  1.25

  	
   

  	
  3,734.88

  	
   

  	
  1.25

  	
   

  
	
  Property
  Taxes

  	
   

  	
  25,772.87

  	
   

  	
  8.62

  	
   

  	
  25,772.87

  	
   

  	
  8.62

  	
   

  
	
  Postage
  Expense

  	
   

  	
  39.97

  	
   

  	
  0.01

  	
   

  	
  39.97

  	
   

  	
  0.01

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  15,466.24

  	
   

  	
  5.17

  	
   

  	
  15,466.24

  	
   

  	
  5.17

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  744.33

  	
   

  	
  0.25

  	
   

  	
  744.33

  	
   

  	
  0.25

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  19,420.00

  	
   

  	
  6.50

  	
   

  	
  19,420.00

  	
   

  	
  6.50

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  4,250.37

  	
   

  	
  1.42

  	
   

  	
  4,250.37

  	
   

  	
  1.42

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  519.16

  	
   

  	
  0.17

  	
   

  	
  519.16

  	
   

  	
  0.17

  	
   

  
	
  Travel
  Expense

  	
   

  	
  2,550.67

  	
   

  	
  0.85

  	
   

  	
  2,550.67

  	
   

  	
  0.85

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  34,621.52

  	
   

  	
  11.58

  	
   

  	
  34,621.52

  	
   

  	
  11.58

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  8,598.00

  	
   

  	
  2.88

  	
   

  	
  8,598.00

  	
   

  	
  2.88

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  7,969.26

  	
   

  	
  2.67

  	
   

  	
  7,969.26

  	
   

  	
  2.67

  	
   

  
	
  Other
  Expense

  	
   

  	
  2,741.95

  	
   

  	
  0.92

  	
   

  	
  2,741.95

  	
   

  	
  0.92

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  213,027.07

  	
   

  	
  71.26

  	
   

  	
  213,027.07

  	
   

  	
  71.26

  	
   

  
												



 


For Management Purposes Only


 


(INITIALED:
BF, MO)


 

















 


Manana Entertainment, Inc.

Income Statement

For the One Month Ending January 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Net Income

  	
   

  	
  $

  	
  51,093.29

  	
   

  	
  17.09

  	
   

  	
  $

  	
  51,093.29

  	
   

  	
  17.09

  	
   

  
												



 


For Management Purposes Only


 


(INITIALED:
MO, BF)


 

















 


Page:1


Manana Entertainment, Inc.

Income Statement

For the Two Months Ending February 28, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  167,353.00

  	
   

  	
  56.31 

  	
   

  	
  $

  	
  330,978.00

  	
   

  	
  55.52

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  5,340.00

  	
   

  	
  0.90

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  29,506.00

  	
   

  	
  9.93

  	
   

  	
  61,479.00

  	
   

  	
  10.31

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,527.00

  	
   

  	
  0.51

  	
   

  	
  1,780.00

  	
   

  	
  0.30

  	
   

  
	
  Sales-Champagne

  	
   

  	
  1,260.00

  	
   

  	
  0.42

  	
   

  	
  1,260.00

  	
   

  	
  0.21

  	
   

  
	
  Sales-Vending

  	
   

  	
  2,416.00

  	
   

  	
  0.81

  	
   

  	
  2,416.00

  	
   

  	
  0.41

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  33,894.00

  	
   

  	
  11.40

  	
   

  	
  67,151.00

  	
   

  	
  11.26

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  6,497.50

  	
   

  	
  2.19

  	
   

  	
  10,850.50

  	
   

  	
  1.82

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  2,220.00

  	
   

  	
  0.75

  	
   

  	
  4,180.00

  	
   

  	
  0.70

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  29,225.00

  	
   

  	
  9.83

  	
   

  	
  66,615.50

  	
   

  	
  11.17

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  5,510.00

  	
   

  	
  1.85

  	
   

  	
  9,142.00

  	
   

  	
  1.53

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  10,109.50

  	
   

  	
  3.40

  	
   

  	
  26,993.75

  	
   

  	
  4.53

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.05

  	
   

  
	
  Other
  Income

  	
   

  	
  7,601.00

  	
   

  	
  2.56

  	
   

  	
  7,601.00

  	
   

  	
  1.28

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  69.00

  	
   

  	
  0.02

  	
   

  	
  69.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  297,188.00

  	
   

  	
  100.00

  	
   

  	
  596,135.75

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,480.76

  	
   

  	
  1.51

  	
   

  	
  10,806.18

  	
   

  	
  1.81

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  1.73

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  260.13

  	
   

  	
  0.09

  	
   

  	
  8,578.12

  	
   

  	
  1.44

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  183.00

  	
   

  	
  0.06

  	
   

  	
  1,270.98

  	
   

  	
  0.21

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  7,170.00

  	
   

  	
  2.41

  	
   

  	
  15,966.00

  	
   

  	
  2.68

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  1,329.17

  	
   

  	
  0.45

  	
   

  	
  1,329.17

  	
   

  	
  0.22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  13,423.06

  	
   

  	
  4.52

  	
   

  	
  48,250.45

  	
   

  	
  8.09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  283,764.94

  	
   

  	
  95.48

  	
   

  	
  547,885.30

  	
   

  	
  91.91

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  15,138.39

  	
   

  	
  5.09

  	
   

  	
  30,394.72

  	
   

  	
  5.10

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  495.00

  	
   

  	
  0.08

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  19,244.77

  	
   

  	
  6.48

  	
   

  	
  56,721.42

  	
   

  	
  9.51

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  1,461.38

  	
   

  	
  0.49

  	
   

  	
  1,461.38

  	
   

  	
  0.25

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  543.86

  	
   

  	
  0.18

  	
   

  	
  2,183.53

  	
   

  	
  0.37

  	
   

  
	
  Bank
  Charges

  	
   

  	
  134.58

  	
   

  	
  0.05

  	
   

  	
  497.31

  	
   

  	
  0.08

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,575.80

  	
   

  	
  0.87

  	
   

  	
  5,523.33

  	
   

  	
  0.93

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  1,913.64

  	
   

  	
  0.64

  	
   

  	
  2,679.03

  	
   

  	
  0.45

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,401.03

  	
  )

  	
  (0.47

  	
  )

  	
  (1,106.64

  	
  )

  	
  (0.19

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.06

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  25.00

  	
   

  	
  0.01

  	
   

  	
  84.90

  	
   

  	
  0.01

  	
   

  
	
  Education
  Expense

  	
   

  	
  4,956.68

  	
   

  	
  1.67

  	
   

  	
  4,956.68

  	
   

  	
  0.83

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  60.91

  	
   

  	
  0.01

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  182.72

  	
   

  	
  0.06

  	
   

  	
  182.72

  	
   

  	
  0.03

  	
   

  
	
  Janitorial

  	
   

  	
  9,162.62

  	
   

  	
  3.08

  	
   

  	
  15,057.22

  	
   

  	
  2.53

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  1,324.83

  	
   

  	
  0.45

  	
   

  	
  4,890.29

  	
   

  	
  0.82

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,817.97

  	
   

  	
  0.47

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  3,532.38

  	
   

  	
  1.19

  	
   

  	
  11,194.41

  	
   

  	
  1.88

  	
   

  
	
  Meals
  Expense

  	
   

  	
  80.00

  	
   

  	
  0.03

  	
   

  	
  80.00

  	
   

  	
  0.01

  	
   

  
	
  Computer
  & POS

  	
   

  	
  248.98

  	
   

  	
  0.08

  	
   

  	
  248.98

  	
   

  	
  0.04

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  1,154.95

  	
   

  	
  0.39

  	
   

  	
  1,154.95

  	
   

  	
  0.19

  	
   

  
	
  Office
  Expense

  	
   

  	
  1,617.25

  	
   

  	
  0.54

  	
   

  	
  2,388.50

  	
   

  	
  0.40

  	
   

  
	
  Outside
  Services

  	
   

  	
  5,025.67

  	
   

  	
  1.69

  	
   

  	
  11,254.62

  	
   

  	
  1.89

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  4,133.10

  	
   

  	
  1.39

  	
   

  	
  7,867.98

  	
   

  	
  1.32

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  4.32

  	
   

  
	
  Postage
  Expense

  	
   

  	
  4.05

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.01

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  2.59

  	
   

  
												



 


For Management Purposes Only


 


(INITIALED:
BF, MO)


 

















 


Page:2


 


Manana Entertainment, Inc.

Income Statement

For the Two Months Ending February 28, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  1,167.41

  	
   

  	
  0.39

  	
   

  	
  1,911.74

  	
   

  	
  0.32

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  7,124.56

  	
   

  	
  2.40

  	
   

  	
  26,544.56

  	
   

  	
  4.45

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  101.41

  	
   

  	
  0.03

  	
   

  	
  4,351.78

  	
   

  	
  0.73

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  755.03

  	
   

  	
  0.25

  	
   

  	
  1,274.19

  	
   

  	
  0.21

  	
   

  
	
  Travel
  Expense

  	
   

  	
  794.71

  	
   

  	
  0.27

  	
   

  	
  3,345.38

  	
   

  	
  0.56

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  40,973.92

  	
   

  	
  13.79

  	
   

  	
  75,595.44

  	
   

  	
  12.68

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  2,582.00

  	
   

  	
  0.87

  	
   

  	
  11,180.00

  	
   

  	
  1.88

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  5,029.00

  	
   

  	
  1.69

  	
   

  	
  12,998.26

  	
   

  	
  2.18

  	
   

  
	
  Other
  Expense

  	
   

  	
  2,037.28

  	
   

  	
  0.69

  	
   

  	
  4,779.23

  	
   

  	
  0.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  131,685.85

  	
   

  	
  44.31

  	
   

  	
  344,712.92

  	
   

  	
  57.82

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  152,079.09

  	
   

  	
  51.17 

  	
   

  	
  $

  	
  203,172.38

  	
   

  	
  34.08

  	
   

  



 


For Management Purposes Only


 


(INITIALED:
BF, MO)


 

















 


Manana Entertainment, Inc.

Income Statement

For the Three Months Ending March 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  198,279.00

  	
   

  	
  54.92

  	
   

  	
  $

  	
  529,257.00

  	
   

  	
  55.29

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  620.00

  	
   

  	
  0.17

  	
   

  	
  5,960.00

  	
   

  	
  0.62

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  38,455.00

  	
   

  	
  10.65

  	
   

  	
  99,934.00

  	
   

  	
  10.44

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,558.00

  	
   

  	
  0.43

  	
   

  	
  3,338.00

  	
   

  	
  0.35

  	
   

  
	
  Sales-Champagne

  	
   

  	
  1,080.00

  	
   

  	
  0.30

  	
   

  	
  2,340.00

  	
   

  	
  0.24

  	
   

  
	
  Sales-Vending

  	
   

  	
  3,383.00

  	
   

  	
  0.94

  	
   

  	
  5,799.00

  	
   

  	
  0.61

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  52,465.00 

  	
   

  	
  14.53 

  	
   

  	
  119,616.00

  	
   

  	
  12.50 

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  8,985.50

  	
   

  	
  2.49

  	
   

  	
  19,836.00

  	
   

  	
  2.07

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  2,020.00

  	
   

  	
  0.56

  	
   

  	
  6,200.00

  	
   

  	
  0.65

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  39,023.00

  	
   

  	
  10.81

  	
   

  	
  105,638.50

  	
   

  	
  11.04

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  4,213.00

  	
   

  	
  1.17

  	
   

  	
  13,355.00

  	
   

  	
  1.40

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  10,976.50

  	
   

  	
  3.04

  	
   

  	
  37,970.25

  	
   

  	
  3.97

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.03

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  7,601.00

  	
   

  	
  0.79

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  69.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  361,058.00

  	
   

  	
  100.00

  	
   

  	
  957,193.75

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  3,149.89

  	
   

  	
  0.87

  	
   

  	
  13,956.07

  	
   

  	
  1.46

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  1.08

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.90

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  916.00

  	
   

  	
  0.25

  	
   

  	
  2,186.98

  	
   

  	
  0.23

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  9,271.00

  	
   

  	
  2.57

  	
   

  	
  25,237.00

  	
   

  	
  2.64

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  1,899.24

  	
   

  	
  0.53

  	
   

  	
  3,228.41

  	
   

  	
  0.34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  15,236.13

  	
   

  	
  4.22

  	
   

  	
  63,486.58

  	
   

  	
  6.63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  345,821.87

  	
   

  	
  95.78

  	
   

  	
  893,707.17

  	
   

  	
  93.37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  18,198.93

  	
   

  	
  5.04

  	
   

  	
  48,593.65

  	
   

  	
  5.08

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  495.00

  	
   

  	
  0.05

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  23,850.00

  	
   

  	
  6.61

  	
   

  	
  80,571.42

  	
   

  	
  8.42

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  4,097.27

  	
   

  	
  1.13

  	
   

  	
  5,558.65

  	
   

  	
  0.58

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  160.49

  	
   

  	
  0.04

  	
   

  	
  2,344.02

  	
   

  	
  0.24

  	
   

  
	
  Bank
  Charges

  	
   

  	
  191.34

  	
   

  	
  0.05

  	
   

  	
  688.65

  	
   

  	
  0.07

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  1,675.18

  	
   

  	
  0.46

  	
   

  	
  7,198.51

  	
   

  	
  0.75

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  1,237.09

  	
   

  	
  0.34

  	
   

  	
  1,237.09

  	
   

  	
  0.13

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  334.83

  	
   

  	
  0.09

  	
   

  	
  3,013.86

  	
   

  	
  0.31

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,709.79

  	
  )

  	
  (0.47

  	
  )

  	
  (2,816.43

  	
  )

  	
  (0.29

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.04

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  84.90

  	
   

  	
  0.01

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.52

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.99

  	
   

  	
  0.02

  	
   

  	
  121.90

  	
   

  	
  0.01

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  609.22

  	
   

  	
  0.17

  	
   

  	
  791.94

  	
   

  	
  0.08

  	
   

  
	
  Janitorial

  	
   

  	
  3,800.00

  	
   

  	
  1.05

  	
   

  	
  18,857.22

  	
   

  	
  1.97

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  1,250.00

  	
   

  	
  0.35

  	
   

  	
  6,140.29

  	
   

  	
  0.64

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,817.97

  	
   

  	
  0.29

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  645.95

  	
   

  	
  0.18

  	
   

  	
  11,840.36

  	
   

  	
  1.24

  	
   

  
	
  Meals
  Expense

  	
   

  	
  9.50

  	
   

  	
  0.00

  	
   

  	
  89.50

  	
   

  	
  0.01

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  248.98

  	
   

  	
  0.03

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,154.95

  	
   

  	
  0.12

  	
   

  
	
  Office
  Expense

  	
   

  	
  716.50

  	
   

  	
  0.20

  	
   

  	
  3,105.00

  	
   

  	
  0.32

  	
   

  
	
  Outside
  Services

  	
   

  	
  3,458.96

  	
   

  	
  0.96

  	
   

  	
  14,713.58

  	
   

  	
  1.54

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  5,424.40

  	
   

  	
  1.50

  	
   

  	
  13,292.38

  	
   

  	
  1.39

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  2.69

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  1.62

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  3,820.68

  	
   

  	
  1.06

  	
   

  	
  5,732.42

  	
   

  	
  0.60

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  31,484.92

  	
   

  	
  8.72

  	
   

  	
  58,029.48

  	
   

  	
  6.06

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  153.06

  	
   

  	
  0.04

  	
   

  	
  4,504.84

  	
   

  	
  0.47

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  690.92

  	
   

  	
  0.19

  	
   

  	
  1,965.11

  	
   

  	
  0.21

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,345.38

  	
   

  	
  0.35

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  46,694.14

  	
   

  	
  12.93

  	
   

  	
  122,289.58

  	
   

  	
  12.78

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  1.17

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,242.82

  	
   

  	
  1.18

  	
   

  	
  17,241.08

  	
   

  	
  1.80

  	
   

  
	
  Other
  Expense

  	
   

  	
  2,198.39

  	
   

  	
  0.61

  	
   

  	
  6,977.62

  	
   

  	
  0.73

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  153,295.79

  	
   

  	
  42.46

  	
   

  	
  498,008.71

  	
   

  	
  52.03

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  192,526.08

  	
   

  	
  53.32

  	
   

  	
  $

  	
  395,698.46

  	
   

  	
  41.34

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Four Months Ending April 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  168,441.00

  	
   

  	
  51.68 

  	
   

  	
  $

  	
  697,698.00

  	
   

  	
  54.37

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  2,530.00

  	
   

  	
  0.78

  	
   

  	
  8,490.00

  	
   

  	
  0.66

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  34,739.00

  	
   

  	
  10.66

  	
   

  	
  134,673.00

  	
   

  	
  10.50

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,577.00

  	
   

  	
  0.48

  	
   

  	
  4,915.00

  	
   

  	
  0.38

  	
   

  
	
  Sales-Champagne

  	
   

  	
  360.00

  	
   

  	
  0.11

  	
   

  	
  2,700.00

  	
   

  	
  0.21

  	
   

  
	
  Sales-Vending

  	
   

  	
  7,674.00

  	
   

  	
  2.35

  	
   

  	
  13,473.00

  	
   

  	
  1.05

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  45,653.00

  	
   

  	
  14.01

  	
   

  	
  165,269.00

  	
   

  	
  12.88

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  8,996.00

  	
   

  	
  2.76

  	
   

  	
  28,832.00

  	
   

  	
  2.25

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  1,800.00

  	
   

  	
  0.55

  	
   

  	
  8,000.00

  	
   

  	
  0.62

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  34,760.75

  	
   

  	
  10.66

  	
   

  	
  140,399.25

  	
   

  	
  10.94

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  4,735.00

  	
   

  	
  1.45

  	
   

  	
  18,090.00

  	
   

  	
  1.41

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  11,809.00

  	
   

  	
  3.62

  	
   

  	
  49,779.25

  	
   

  	
  3.88

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.02

  	
   

  
	
  Other
  Income

  	
   

  	
  2,840.00

  	
   

  	
  0.87

  	
   

  	
  10,441.00

  	
   

  	
  0.81

  	
   

  
	
  Interest
  Income

  	
   

  	
  40.34

  	
   

  	
  0.01

  	
   

  	
  40.34

  	
   

  	
  0.00

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  69.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  325,955.09

  	
   

  	
  100.00

  	
   

  	
  1,283,148.84

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,120.58

  	
   

  	
  1.26

  	
   

  	
  18,076.65

  	
   

  	
  1.41

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.80

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.67

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  659.00

  	
   

  	
  0.20

  	
   

  	
  2,845.98

  	
   

  	
  0.22

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  7,480.00

  	
   

  	
  2.29

  	
   

  	
  32,717.00

  	
   

  	
  2.55

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  3,829.95

  	
   

  	
  1.17

  	
   

  	
  7,058.36

  	
   

  	
  0.55

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  16,089.53

  	
   

  	
  4.94

  	
   

  	
  79,576.11

  	
   

  	
  6.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  309,865.56

  	
   

  	
  95.06

  	
   

  	
  1,203,572.73

  	
   

  	
  93.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  15,746.19

  	
   

  	
  4.83

  	
   

  	
  64,339.84

  	
   

  	
  5.01

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  1,375.00

  	
   

  	
  0.42

  	
   

  	
  1,870.00

  	
   

  	
  0.15

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  8,750.00

  	
   

  	
  2.68

  	
   

  	
  89,321.42

  	
   

  	
  6.96

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  1,387.77

  	
   

  	
  0.43

  	
   

  	
  6,946.42

  	
   

  	
  0.54

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  391.99

  	
   

  	
  0.12

  	
   

  	
  2,736.01

  	
   

  	
  0.21

  	
   

  
	
  Bank
  Charges

  	
   

  	
  244.11

  	
   

  	
  0.07

  	
   

  	
  932.76

  	
   

  	
  0.07

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  1,607.99

  	
   

  	
  0.49

  	
   

  	
  8,806.50

  	
   

  	
  0.69

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  824.50

  	
   

  	
  0.25

  	
   

  	
  2,061.59

  	
   

  	
  0.16

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  2,763.67

  	
   

  	
  0.85

  	
   

  	
  5,777.53

  	
   

  	
  0.45

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,468.04

  	
  )

  	
  (0.45

  	
  )

  	
  (4,284.47

  	
  )

  	
  (0.33

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.03

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  84.90

  	
   

  	
  0.01

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.39

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  182.81

  	
   

  	
  0.01

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  614.96

  	
   

  	
  0.19

  	
   

  	
  1,406.90

  	
   

  	
  0.11

  	
   

  
	
  Janitorial

  	
   

  	
  3,950.00

  	
   

  	
  1.21

  	
   

  	
  22,807.22

  	
   

  	
  1.78

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  50.00

  	
   

  	
  0.02

  	
   

  	
  6,190.29

  	
   

  	
  0.48

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,817.97

  	
   

  	
  0.22

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  4,286.80

  	
   

  	
  1.32

  	
   

  	
  16,127.16

  	
   

  	
  1.26

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  89.50

  	
   

  	
  0.01

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  900.00

  	
   

  	
  0.28

  	
   

  	
  900.00

  	
   

  	
  0.07

  	
   

  
	
  Computer
  & POS

  	
   

  	
  855.18

  	
   

  	
  0.26

  	
   

  	
  1,104.16

  	
   

  	
  0.09

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,154.95

  	
   

  	
  0.09

  	
   

  
	
  Office
  Expense

  	
   

  	
  167.86

  	
   

  	
  0.05

  	
   

  	
  3,272.86

  	
   

  	
  0.26

  	
   

  
	
  Outside
  Services

  	
   

  	
  3,981.56

  	
   

  	
  1.22

  	
   

  	
  18,695.14

  	
   

  	
  1.46

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  4,561.06

  	
   

  	
  1.40

  	
   

  	
  17,853.44

  	
   

  	
  1.39

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  2.01

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  1.21

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  988.78

  	
   

  	
  0.30

  	
   

  	
  6,721.20

  	
   

  	
  0.52

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  26,115.10

  	
   

  	
  8.01

  	
   

  	
  84,144.58

  	
   

  	
  6.56

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  94.32

  	
   

  	
  0.03

  	
   

  	
  4,599.16

  	
   

  	
  0.36

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  690.92

  	
   

  	
  0.21

  	
   

  	
  2,656.03

  	
   

  	
  0.21

  	
   

  
	
  Travel
  Expense

  	
   

  	
  300.00

  	
   

  	
  0.09

  	
   

  	
  3,645.38

  	
   

  	
  0.28

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  43,571.25

  	
   

  	
  13.37

  	
   

  	
  165,860.83

  	
   

  	
  12.93

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.87

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,250.53

  	
   

  	
  1.30

  	
   

  	
  21,491.61

  	
   

  	
  1.67

  	
   

  
	
  Other
  Expense

  	
   

  	
  3,200.52

  	
   

  	
  0.98

  	
   

  	
  10,178.14

  	
   

  	
  0.79

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  130,262.93

  	
   

  	
  39.96

  	
   

  	
  628,271.64

  	
   

  	
  48.96

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  179,602.63

  	
   

  	
  55.10 

  	
   

  	
  $

  	
  575,301.09

  	
   

  	
  44.84

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Five Months Ending May 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  181,738.00

  	
   

  	
  51.88

  	
   

  	
  $

  	
  879,436.00

  	
   

  	
  53.84

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  10.00

  	
   

  	
  0.00

  	
   

  	
  8,500.00

  	
   

  	
  0.52

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  36,842.03

  	
   

  	
  10.52

  	
   

  	
  171,515.03

  	
   

  	
  10.50

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,359.00

  	
   

  	
  0.39

  	
   

  	
  6,274.00

  	
   

  	
  0.38

  	
   

  
	
  Sales-Champagne

  	
   

  	
  5,115.00

  	
   

  	
  1.46

  	
   

  	
  7,815.00

  	
   

  	
  0.48

  	
   

  
	
  Sales-Vending

  	
   

  	
  5,604.00

  	
   

  	
  1.60

  	
   

  	
  19,077.00

  	
   

  	
  1.17

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  52,442.00

  	
   

  	
  14.97

  	
   

  	
  217,711.00

  	
   

  	
  13.33

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  7,580.75

  	
   

  	
  2.16

  	
   

  	
  36,412.75

  	
   

  	
  2.23

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  1,760.00

  	
   

  	
  0.50

  	
   

  	
  9,760.00

  	
   

  	
  0.60

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  34,748.00

  	
   

  	
  9.92

  	
   

  	
  175,147.25

  	
   

  	
  10.72

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  4,960.00

  	
   

  	
  1.42

  	
   

  	
  23,050.00

  	
   

  	
  1.41

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  17,921.00

  	
   

  	
  5.12

  	
   

  	
  67,700.25

  	
   

  	
  4.14

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.02

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.64

  	
   

  
	
  Interest
  Income

  	
   

  	
  192.15

  	
   

  	
  0.05

  	
   

  	
  232.49

  	
   

  	
  0.01

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  69.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  350,271.93

  	
   

  	
  100.00 

  	
   

  	
  1,633,420.77

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,900.49

  	
   

  	
  1.40

  	
   

  	
  22,977.14

  	
   

  	
  1.41

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.63

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.53

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  184.00

  	
   

  	
  0.05

  	
   

  	
  3,029.98

  	
   

  	
  0.19

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  14,511.00

  	
   

  	
  4.14

  	
   

  	
  47,228.00

  	
   

  	
  2.89

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  2,795.90

  	
   

  	
  0.80

  	
   

  	
  9,854.26

  	
   

  	
  0.60

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  22,391.39

  	
   

  	
  6.39

  	
   

  	
  101,967.50

  	
   

  	
  6.24

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  327,880.54

  	
   

  	
  93.61 

  	
   

  	
  1,531,453.27

  	
   

  	
  93.76

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  17,066.90

  	
   

  	
  4.87

  	
   

  	
  81,406.74

  	
   

  	
  4.98

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  1,310.00

  	
   

  	
  0.37

  	
   

  	
  3,180.00

  	
   

  	
  0.19

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  20,400.00

  	
   

  	
  5.82

  	
   

  	
  109,721.42

  	
   

  	
  6.72

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  757.75

  	
   

  	
  0.22

  	
   

  	
  7,704.17

  	
   

  	
  0.47

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  319.53

  	
   

  	
  0.09

  	
   

  	
  3,055.54

  	
   

  	
  0.19

  	
   

  
	
  Bank
  Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  932.76

  	
   

  	
  0.06

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,632.11

  	
   

  	
  0.75

  	
   

  	
  11,438.61

  	
   

  	
  0.70

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  150.00

  	
   

  	
  0.04

  	
   

  	
  2,211.59

  	
   

  	
  0.14

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  2,806.08

  	
   

  	
  0.80

  	
   

  	
  8,583.61

  	
   

  	
  0.53

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,112.46

  	
  )

  	
  (0.32

  	
  )

  	
  (5,396.93

  	
  )

  	
  (0.33

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.02

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  49.00

  	
   

  	
  0.01

  	
   

  	
  133.90

  	
   

  	
  0.01

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.30

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  243.72

  	
   

  	
  0.01

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  752.87

  	
   

  	
  0.21

  	
   

  	
  2,159.77

  	
   

  	
  0.13

  	
   

  
	
  Janitorial

  	
   

  	
  3,957.83

  	
   

  	
  1.13

  	
   

  	
  26,765.05

  	
   

  	
  1.64

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,190.29

  	
   

  	
  0.38

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,817.97

  	
   

  	
  0.17

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  3,775.81

  	
   

  	
  1.08

  	
   

  	
  19,902.97

  	
   

  	
  1.22

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  89.50

  	
   

  	
  0.01

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  55.24

  	
   

  	
  0.02

  	
   

  	
  55.24

  	
   

  	
  0.00

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  900.00

  	
   

  	
  0.06

  	
   

  
	
  Computer
  & POS

  	
   

  	
  127.78

  	
   

  	
  0.04

  	
   

  	
  1,231.94

  	
   

  	
  0.08

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  789.79

  	
   

  	
  0.23

  	
   

  	
  1,944.74

  	
   

  	
  0.12

  	
   

  
	
  Office
  Expense

  	
   

  	
  374.17

  	
   

  	
  0.11

  	
   

  	
  3,647.03

  	
   

  	
  0.22

  	
   

  
	
  Outside
  Services

  	
   

  	
  2,927.66

  	
   

  	
  0.84

  	
   

  	
  21,622.80

  	
   

  	
  1.32

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  4,176.16

  	
   

  	
  1.19

  	
   

  	
  22,029.60

  	
   

  	
  1.35

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  1.58

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  0.95

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  97.34

  	
   

  	
  0.03

  	
   

  	
  6,818.54

  	
   

  	
  0.42

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  29,627.14

  	
   

  	
  8.46

  	
   

  	
  113,771.72

  	
   

  	
  6.97

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  158.29

  	
   

  	
  0.05

  	
   

  	
  4,757.45

  	
   

  	
  0.29

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  600.00

  	
   

  	
  0.17

  	
   

  	
  3,256.03

  	
   

  	
  0.20

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.22

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  42,668.08

  	
   

  	
  12.18

  	
   

  	
  208,528.91

  	
   

  	
  12.77

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.68

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,922.97

  	
   

  	
  1.41

  	
   

  	
  26,414.58

  	
   

  	
  1.62

  	
   

  
	
  Other
  Expense

  	
   

  	
  2,847.79

  	
   

  	
  0.81

  	
   

  	
  13,025.93

  	
   

  	
  0.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  142,298.74

  	
   

  	
  40.63

  	
   

  	
  770,570.38

  	
   

  	
  47.18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  185,581.80

  	
   

  	
  52.98 

  	
   

  	
  $

  	
  760,882.89

  	
   

  	
  46.58

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Six Months Ending June 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  203,556.00

  	
   

  	
  53.11 

  	
   

  	
  $

  	
  1,082,992.00

  	
   

  	
  53.70

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  11,130.00

  	
   

  	
  2.90

  	
   

  	
  19,630.00

  	
   

  	
  0.97

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  38,612.00

  	
   

  	
  10.07

  	
   

  	
  210,127.03

  	
   

  	
  10.42

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,332.00

  	
   

  	
  0.35

  	
   

  	
  7,606.00

  	
   

  	
  0.38

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  360.00

  	
   

  	
  0.09

  	
   

  	
  8,175.00

  	
   

  	
  0.41

  	
   

  
	
  Sales-Vending

  	
   

  	
  6,038.00

  	
   

  	
  1.58

  	
   

  	
  25,115.00

  	
   

  	
  1.25

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  52,914.00

  	
   

  	
  13.80

  	
   

  	
  270,625.00

  	
   

  	
  13.42

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  7,274.00

  	
   

  	
  1.90

  	
   

  	
  43,686.75

  	
   

  	
  2.17

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  3,100.00

  	
   

  	
  0.81

  	
   

  	
  12,860.00

  	
   

  	
  0.64

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  35,898.50

  	
   

  	
  9.37

  	
   

  	
  211,045.75

  	
   

  	
  10.46

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  3,607.00

  	
   

  	
  0.94

  	
   

  	
  26,657.00

  	
   

  	
  1.32

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  19,243.75

  	
   

  	
  5.02

  	
   

  	
  86,944.00

  	
   

  	
  4.31

  	
   

  
	
  Sales-Over
  Ring

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.52

  	
   

  
	
  Interest
  Income

  	
   

  	
  231.48

  	
   

  	
  0.06

  	
   

  	
  463.97

  	
   

  	
  0.02

  	
   

  
	
  Finance
  Charge Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Shipping
  Charges Reimbursed

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  69.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  383,304.73

  	
   

  	
  100.00

  	
   

  	
  2,016,725.50

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,206.05

  	
   

  	
  1.10

  	
   

  	
  27,183.19

  	
   

  	
  1.35

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.51

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.43

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  956.45

  	
   

  	
  0.25

  	
   

  	
  3,986.43

  	
   

  	
  0.20

  	
   

  
	
  Cost
  of Sales-Salaries and Wag

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  10,827.00

  	
   

  	
  2.82

  	
   

  	
  58,055.00

  	
   

  	
  2.88

  	
   

  
	
  Cost
  Of Sales - Sales Tax

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  3,491.42

  	
   

  	
  0.91

  	
   

  	
  13,345.68

  	
   

  	
  0.66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  19,480.92

  	
   

  	
  5.08

  	
   

  	
  121,448.42

  	
   

  	
  6.02

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  363,823.81

  	
   

  	
  94.92 

  	
   

  	
  1,895,277.08

  	
   

  	
  93.98

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  19,336.86

  	
   

  	
  5.04

  	
   

  	
  100,743.60

  	
   

  	
  5.00

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  2,470.00

  	
   

  	
  0.64

  	
   

  	
  5,650.00

  	
   

  	
  0.28

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  17,225.00

  	
   

  	
  4.49

  	
   

  	
  126,946.42

  	
   

  	
  6.29

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  7,704.17

  	
   

  	
  0.38

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  311.42

  	
   

  	
  0.08

  	
   

  	
  3,366.96

  	
   

  	
  0.17

  	
   

  
	
  Contract
  Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Bank
  Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  932.76

  	
   

  	
  0.05

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,047.34

  	
   

  	
  0.53

  	
   

  	
  13,485.95

  	
   

  	
  0.67

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,211.59

  	
   

  	
  0.11

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  8,299.14

  	
   

  	
  2.17

  	
   

  	
  16,882.75

  	
   

  	
  0.84

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,160.26

  	
  )

  	
  (0.30

  	
  )

  	
  (6,557.19

  	
  )

  	
  (0.33

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.02

  	
   

  
	
  Commissions
  and Fees Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.01

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.25

  	
   

  
	
  Income
  Tax Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  304.63

  	
   

  	
  0.02

  	
   

  
	
  Interest
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  632.24

  	
   

  	
  0.16

  	
   

  	
  2,792.01

  	
   

  	
  0.14

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Janitorial

  	
   

  	
  4,200.00

  	
   

  	
  1.10

  	
   

  	
  30,965.05

  	
   

  	
  1.54

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,190.29

  	
   

  	
  0.31

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  50.00

  	
   

  	
  0.01

  	
   

  	
  2,867.97

  	
   

  	
  0.14

  	
   

  
	
  Loss
  on NSF Checks

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  682.64

  	
   

  	
  0.18

  	
   

  	
  20,585.61

  	
   

  	
  1.02

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  89.50

  	
   

  	
  0.00

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  2,364.86

  	
   

  	
  0.62

  	
   

  	
  2,420.10

  	
   

  	
  0.12

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  115.00

  	
   

  	
  0.03

  	
   

  	
  1,015.00

  	
   

  	
  0.05

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,231.94

  	
   

  	
  0.06

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  75.00

  	
   

  	
  0.02

  	
   

  	
  2,019.74

  	
   

  	
  0.10

  	
   

  
	
  Office
  Expense

  	
   

  	
  300.00

  	
   

  	
  0.08

  	
   

  	
  3,947.03

  	
   

  	
  0.20

  	
   

  
	
  Outside
  Services

  	
   

  	
  6,064.31

  	
   

  	
  1.58

  	
   

  	
  27,687.11

  	
   

  	
  1.37

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  7,759.14

  	
   

  	
  2.02

  	
   

  	
  29,788.74

  	
   

  	
  1.48

  	
   

  
	
  Penalties
  and Fines Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Other
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  1.28

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  0.77

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  380.19

  	
   

  	
  0.10

  	
   

  	
  7,198.73

  	
   

  	
  0.36

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  25,348.39

  	
   

  	
  6.61

  	
   

  	
  139,120.11

  	
   

  	
  6.90

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  150.98

  	
   

  	
  0.04

  	
   

  	
  4,908.43

  	
   

  	
  0.24

  	
   

  
	
  Taxi
  Commissions

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  600.41

  	
   

  	
  0.16

  	
   

  	
  3,856.44

  	
   

  	
  0.19

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.18

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  67,818.53

  	
   

  	
  17.69

  	
   

  	
  276,347.44

  	
   

  	
  13.70

  	
   

  
	
  Wages
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.55

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  5,840.27

  	
   

  	
  1.52

  	
   

  	
  32,254.85

  	
   

  	
  1.60

  	
   

  
	
  Other
  Expense

  	
   

  	
  1,519.57

  	
   

  	
  0.40

  	
   

  	
  14,545.50

  	
   

  	
  0.72

  	
   

  
	
  Purchase
  Disc-Expense Items

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  172,491.94

  	
   

  	
  45.00

  	
   

  	
  943,062.32

  	
   

  	
  46.76

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  191,331.87

  	
   

  	
  49.92 

  	
   

  	
  $

  	
  952,214.76

  	
   

  	
  47.22

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Seven Months Ending July 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  189,268.00

  	
   

  	
  51.46 

  	
   

  	
  $

  	
  1,272,260.00

  	
   

  	
  53.35

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  14,275.00

  	
   

  	
  3.88

  	
   

  	
  33,905.00

  	
   

  	
  1.42

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  37,856.00

  	
   

  	
  10.29

  	
   

  	
  247,983.03

  	
   

  	
  10.40

  	
   

  
	
  Sales-Cigars

  	
   

  	
  892.00

  	
   

  	
  0.24

  	
   

  	
  8,498.00

  	
   

  	
  0.36

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  1,260.00

  	
   

  	
  0.34

  	
   

  	
  9,435.00

  	
   

  	
  0.40

  	
   

  
	
  Sales-Vending

  	
   

  	
  6,435.00

  	
   

  	
  1.75

  	
   

  	
  31,550.00

  	
   

  	
  1.32

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  48,165.00

  	
   

  	
  13.10

  	
   

  	
  318,790.00

  	
   

  	
  13.37

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  7,708.00

  	
   

  	
  2.10

  	
   

  	
  51,394.75

  	
   

  	
  2.16

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  2,780.00

  	
   

  	
  0.76

  	
   

  	
  15,640.00

  	
   

  	
  0.66

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  32,635.00

  	
   

  	
  8.87

  	
   

  	
  243,680.75

  	
   

  	
  10.22

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  4,868.00

  	
   

  	
  1.32

  	
   

  	
  31,525.00

  	
   

  	
  1.32

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  21,333.75

  	
   

  	
  5.80

  	
   

  	
  108,277.75

  	
   

  	
  4.54

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.44

  	
   

  
	
  Interest
  Income

  	
   

  	
  243.83

  	
   

  	
  0.07

  	
   

  	
  707.80

  	
   

  	
  0.03

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  80.00

  	
   

  	
  0.02

  	
   

  	
  149.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  367,799.58

  	
   

  	
  100.00

  	
   

  	
  2,384,525.08

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,163.56

  	
   

  	
  1.13

  	
   

  	
  31,346.75

  	
   

  	
  1.31

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.43

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.36

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,986.43

  	
   

  	
  0.17

  	
   

  
	
  Cost  of Sales-Taxi Commission

  	
   

  	
  5,955.00

  	
   

  	
  1.62

  	
   

  	
  64,010.00

  	
   

  	
  2.68

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  2,862.01

  	
   

  	
  0.78

  	
   

  	
  16,207.69

  	
   

  	
  0.68

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  12,980.57

  	
   

  	
  3.53

  	
   

  	
  134,428.99

  	
   

  	
  5.64

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  354,819.01

  	
   

  	
  96.47

  	
   

  	
  2,250,096.09

  	
   

  	
  94.36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  18,396.06

  	
   

  	
  5.00

  	
   

  	
  119,139.66

  	
   

  	
  5.00

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  500.00

  	
   

  	
  0.14

  	
   

  	
  6,150.00

  	
   

  	
  0.26

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  16,283.00

  	
   

  	
  4.43

  	
   

  	
  143,229.42

  	
   

  	
  6.01

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  7,704.17

  	
   

  	
  0.32

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  205.00

  	
   

  	
  0.06

  	
   

  	
  3,571.96

  	
   

  	
  0.15

  	
   

  
	
  Bank
  Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  932.76

  	
   

  	
  0.04

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,625.60

  	
   

  	
  0.71

  	
   

  	
  16,111.55

  	
   

  	
  0.68

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  225.00

  	
   

  	
  0.06

  	
   

  	
  2,436.59

  	
   

  	
  0.10

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  13,676.31

  	
   

  	
  3.72

  	
   

  	
  30,559.06

  	
   

  	
  1.28

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (909.10

  	
  )

  	
  (0.25

  	
  )

  	
  (7,466.29

  	
  )

  	
  (0.31

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.02

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.01

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  2,500.00

  	
   

  	
  0.68

  	
   

  	
  2,500.00

  	
   

  	
  0.10

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.21

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  181.91

  	
   

  	
  0.05

  	
   

  	
  486,54

  	
   

  	
  0.02

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  852.03

  	
   

  	
  0.23

  	
   

  	
  3,644.04

  	
   

  	
  0.15

  	
   

  
	
  Janitorial

  	
   

  	
  4,522.23

  	
   

  	
  1.23

  	
   

  	
  35,487.28

  	
   

  	
  1.49

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,190.29

  	
   

  	
  0.26

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,867.97

  	
   

  	
  0.12

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  2,480.42

  	
   

  	
  0.67

  	
   

  	
  23,066.03

  	
   

  	
  0.97

  	
   

  
	
  Meals
  Expense

  	
   

  	
  881.53

  	
   

  	
  0.24

  	
   

  	
  971.03

  	
   

  	
  0.04

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  55.24

  	
   

  	
  0.02

  	
   

  	
  2,475.34

  	
   

  	
  0.10

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,015.00

  	
   

  	
  0.04

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,231.94

  	
   

  	
  0.05

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  925.00

  	
   

  	
  0.25

  	
   

  	
  2,944.74

  	
   

  	
  0.12

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Office
  Expense

  	
   

  	
  414.84

  	
   

  	
  0.11

  	
   

  	
  4,361.87

  	
   

  	
  0.18

  	
   

  
	
  Outside
  Services

  	
   

  	
  7,452.57

  	
   

  	
  2.03

  	
   

  	
  35,139.68

  	
   

  	
  1.47

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  5,127.45

  	
   

  	
  1.39

  	
   

  	
  34,916.19

  	
   

  	
  1.46

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  1.08

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  0.65

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  161.57

  	
   

  	
  0.04

  	
   

  	
  7,360.30

  	
   

  	
  0.31

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  37,292.34

  	
   

  	
  10.14

  	
   

  	
  176,412.45

  	
   

  	
  7.40

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  274.95

  	
   

  	
  0.07

  	
   

  	
  5,183.38

  	
   

  	
  0.22

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  598.10

  	
   

  	
  0.16

  	
   

  	
  4,454.54

  	
   

  	
  0.19

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.15

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  44,396.20

  	
   

  	
  12.07

  	
   

  	
  320,743.64

  	
   

  	
  13.45

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.47

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,626.59

  	
   

  	
  1.26

  	
   

  	
  36,881.44

  	
   

  	
  1.55

  	
   

  
	
  Other
  Expense

  	
   

  	
  1,818.47

  	
   

  	
  0.49

  	
   

  	
  16,363.97

  	
   

  	
  0.69

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  165,563.31

  	
   

  	
  45.01 

  	
   

  	
  1,108,625.63

  	
   

  	
  46.49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  189,255.70

  	
   

  	
  51.46 

  	
   

  	
  $

  	
  1,141,470.46

  	
   

  	
  47.87

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Eight Months Ending August 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  184,574.00

  	
   

  	
  52.06

  	
   

  	
  $

  	
  1,456,834.00

  	
   

  	
  53.19

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  13,220.00

  	
   

  	
  3.73

  	
   

  	
  47,125.00

  	
   

  	
  1.72

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  37,977.00

  	
   

  	
  10.71

  	
   

  	
  285,960.03

  	
   

  	
  10.44

  	
   

  
	
  Sales-Cigars

  	
   

  	
  738.00

  	
   

  	
  0.21

  	
   

  	
  9,236.00

  	
   

  	
  0.34

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  270.00

  	
   

  	
  0.08

  	
   

  	
  9,705.00

  	
   

  	
  0.35

  	
   

  
	
  Sales-Vending

  	
   

  	
  5,394.00

  	
   

  	
  1.52

  	
   

  	
  36,944.00

  	
   

  	
  1.35

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  50,120.00

  	
   

  	
  14.14

  	
   

  	
  368,910.00

  	
   

  	
  13.47

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  10,199.00

  	
   

  	
  2.88

  	
   

  	
  61,593.75

  	
   

  	
  2.25

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  3,440.00

  	
   

  	
  0.97

  	
   

  	
  19,080.00

  	
   

  	
  0.70

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  33,009.00

  	
   

  	
  9.31

  	
   

  	
  276,689.75

  	
   

  	
  10.10

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  3,099.00

  	
   

  	
  0.87

  	
   

  	
  34,624.00

  	
   

  	
  1.26

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  12,319.75

  	
   

  	
  3.48

  	
   

  	
  120,597.50

  	
   

  	
  4.40

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.38

  	
   

  
	
  Interest
  Income

  	
   

  	
  162.45

  	
   

  	
  0.05

  	
   

  	
  870.25

  	
   

  	
  0.03

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  149.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  354,522.20

  	
   

  	
  100.00

  	
   

  	
  2,739,047.28

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  5,418.28

  	
   

  	
  1.53

  	
   

  	
  36,765.03

  	
   

  	
  1.34

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.38

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.31

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  415.00

  	
   

  	
  0.12

  	
   

  	
  4,401.43

  	
   

  	
  0.16

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  8,599.00

  	
   

  	
  2.43

  	
   

  	
  72,609.00

  	
   

  	
  2.65

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  2,437.38

  	
   

  	
  0.69

  	
   

  	
  18,645.07

  	
   

  	
  0.68

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  16,869.66

  	
   

  	
  4.76

  	
   

  	
  151,298.65

  	
   

  	
  5.52

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  337,652.54

  	
   

  	
  95.24

  	
   

  	
  2,587,748.63

  	
   

  	
  94.48

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  17,955.25

  	
   

  	
  5.06

  	
   

  	
  137,094.91

  	
   

  	
  5.01

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,150.00

  	
   

  	
  0.22

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  21,100.00

  	
   

  	
  5.95

  	
   

  	
  164,329.42

  	
   

  	
  6.00

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  757.75

  	
   

  	
  0.21

  	
   

  	
  8,461.92

  	
   

  	
  0.31

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  208.01

  	
   

  	
  0.06

  	
   

  	
  3,779.97

  	
   

  	
  0.14

  	
   

  
	
  Bank
  Charges

  	
   

  	
  5,047.03

  	
   

  	
  1.42

  	
   

  	
  5,979.79

  	
   

  	
  0.22

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  3,253.30

  	
   

  	
  0.92

  	
   

  	
  19,364.85

  	
   

  	
  0.71

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  225.00

  	
   

  	
  0.06

  	
   

  	
  2,661.59

  	
   

  	
  0.10

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  30,559.06

  	
   

  	
  1.12

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,095.10

  	
  )

  	
  (0.31

  	
  )

  	
  (8,561.39

  	
  )

  	
  (0.31

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.01

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.00

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,500.00

  	
   

  	
  0.09

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.18

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  547.45

  	
   

  	
  0.02

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  757.85

  	
   

  	
  0.21

  	
   

  	
  4,401.89

  	
   

  	
  0.16

  	
   

  
	
  Janitorial

  	
   

  	
  6,800.00

  	
   

  	
  1.92

  	
   

  	
  42,287.28

  	
   

  	
  1.54

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,190.29

  	
   

  	
  0.23

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,867.97

  	
   

  	
  0.10

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  1,369.29

  	
   

  	
  0.39

  	
   

  	
  24,435.32

  	
   

  	
  0.89

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  971.03

  	
   

  	
  0.04

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  55.24

  	
   

  	
  0.02

  	
   

  	
  2,530.58

  	
   

  	
  0.09

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,015.00

  	
   

  	
  0.04

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,231.94

  	
   

  	
  0.04

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,944.74

  	
   

  	
  0.11

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Office
  Expense

  	
   

  	
  124.16

  	
   

  	
  0.04

  	
   

  	
  4,486.03

  	
   

  	
  0.16

  	
   

  
	
  Outside
  Services

  	
   

  	
  3,524.74

  	
   

  	
  0.99

  	
   

  	
  38,664.42

  	
   

  	
  1.41

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  5,400.03

  	
   

  	
  1.52

  	
   

  	
  40,316.22

  	
   

  	
  1.47

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  0.94

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  0.56

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  (380.00

  	
  )

  	
  (0.11

  	
  )

  	
  6,980.30

  	
   

  	
  0.25

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  27,336.59

  	
   

  	
  7.71

  	
   

  	
  203,749.04

  	
   

  	
  7.44

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  251.56

  	
   

  	
  0.07

  	
   

  	
  5,434.94

  	
   

  	
  0.20

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  601.43

  	
   

  	
  0.17

  	
   

  	
  5,055.97

  	
   

  	
  0.18

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.13

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  50,328.81

  	
   

  	
  14.20

  	
   

  	
  371,072.45

  	
   

  	
  13.55

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.41

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,938.46

  	
   

  	
  1.39

  	
   

  	
  41,819.90

  	
   

  	
  1.53

  	
   

  
	
  Other
  Expense

  	
   

  	
  1,804.76

  	
   

  	
  0.51

  	
   

  	
  18,168.73

  	
   

  	
  0.66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  150,425.07

  	
   

  	
  42.43

  	
   

  	
  1,259,050.70

  	
   

  	
  45.97

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  187,227.47

  	
   

  	
  52.81

  	
   

  	
  $

  	
  1,328,697.93

  	
   

  	
  48.51

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Nine Months Ending September 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  209,142.60

  	
   

  	
  50.83 

  	
   

  	
  $

  	
  1,665,976.60

  	
   

  	
  52.88

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  16,050.00

  	
   

  	
  3.90

  	
   

  	
  63,175.00

  	
   

  	
  2.01

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  40,125.50

  	
   

  	
  9.75

  	
   

  	
  326,085.53

  	
   

  	
  10.35

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,300.00

  	
   

  	
  0.32

  	
   

  	
  10,536.00

  	
   

  	
  0.33

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  360.00

  	
   

  	
  0.09

  	
   

  	
  10,065.00

  	
   

  	
  0.32

  	
   

  
	
  Sales-Vending

  	
   

  	
  6,623.00

  	
   

  	
  1.61

  	
   

  	
  43,567.00

  	
   

  	
  1.38

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  46,800.00

  	
   

  	
  11.38

  	
   

  	
  415,710.00

  	
   

  	
  13.20

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  8,789.00

  	
   

  	
  2.14

  	
   

  	
  70,382.75

  	
   

  	
  2.23

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  5,040.00

  	
   

  	
  1.23

  	
   

  	
  24,120.00

  	
   

  	
  0.77

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  52,265.00

  	
   

  	
  12.70

  	
   

  	
  328,954.75

  	
   

  	
  10.44

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  6,741.00

  	
   

  	
  1.64

  	
   

  	
  41,365.00

  	
   

  	
  1.31

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  17,976.75

  	
   

  	
  4.37

  	
   

  	
  138,574.25

  	
   

  	
  4.40

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.33

  	
   

  
	
  Interest
  Income

  	
   

  	
  205.91

  	
   

  	
  0.05

  	
   

  	
  1,076.16

  	
   

  	
  0.03

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  149.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  411,418.76

  	
   

  	
  100.00

  	
   

  	
  3,150,466.04

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,228.09

  	
   

  	
  1.03

  	
   

  	
  40,993.12

  	
   

  	
  1.30

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.33

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.27

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  607.00

  	
   

  	
  0.15

  	
   

  	
  5,008.43

  	
   

  	
  0.16

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  10,585.00

  	
   

  	
  2.57

  	
   

  	
  83,194.00

  	
   

  	
  2.64

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  2,581.45

  	
   

  	
  0.63

  	
   

  	
  21,226.52

  	
   

  	
  0.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  18,001.54

  	
   

  	
  4.38

  	
   

  	
  169,300.19

  	
   

  	
  5.37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  393,417.22

  	
   

  	
  95.62

  	
   

  	
  2,981,165.85

  	
   

  	
  94.63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  20,245.33

  	
   

  	
  4.92

  	
   

  	
  157,340.24

  	
   

  	
  4.99

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,150.00

  	
   

  	
  0.20

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  14,925.00

  	
   

  	
  3.63

  	
   

  	
  179,254.42

  	
   

  	
  5.69

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  1,202.66

  	
   

  	
  0.29

  	
   

  	
  9,664.58

  	
   

  	
  0.31

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  165.00

  	
   

  	
  0.04

  	
   

  	
  3,944.97

  	
   

  	
  0.13

  	
   

  
	
  Bank
  Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  5,979.79

  	
   

  	
  0.19

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  1,799.95

  	
   

  	
  0.44

  	
   

  	
  21,164.80

  	
   

  	
  0.67

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  675.00

  	
   

  	
  0.16

  	
   

  	
  3,336.59

  	
   

  	
  0.11

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  2,437.32

  	
   

  	
  0.59

  	
   

  	
  32,996.38

  	
   

  	
  1.05

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (629.87

  	
  )

  	
  (0.15

  	
  )

  	
  (9,191.26

  	
  )

  	
  (0.29

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.01

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.00

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,500.00

  	
   

  	
  0.08

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.16

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.01

  	
   

  	
  608.36

  	
   

  	
  0.02

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  687.60

  	
   

  	
  0.17

  	
   

  	
  5,089.49

  	
   

  	
  0.16

  	
   

  
	
  Janitorial

  	
   

  	
  4,480.00

  	
   

  	
  1.09

  	
   

  	
  46,767.28

  	
   

  	
  1.48

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  800.00

  	
   

  	
  0.19

  	
   

  	
  6,990.29

  	
   

  	
  0.22

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,867.97

  	
   

  	
  0.09

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  2,176.59

  	
   

  	
  0.53

  	
   

  	
  26,611.91

  	
   

  	
  0.84

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  971.03

  	
   

  	
  0.03

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  55.24

  	
   

  	
  0.01

  	
   

  	
  2,585.82

  	
   

  	
  0.08

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,015.00

  	
   

  	
  0.03

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,231.94

  	
   

  	
  0.04

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,944.74

  	
   

  	
  0.09

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Office
  Expense

  	
   

  	
  300.42

  	
   

  	
  0.07

  	
   

  	
  4,786.45

  	
   

  	
  0.15

  	
   

  
	
  Outside
  Services

  	
   

  	
  2,674.18

  	
   

  	
  0.65

  	
   

  	
  41,338.60

  	
   

  	
  1.31

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  5,153.42

  	
   

  	
  1.25

  	
   

  	
  45,469.64

  	
   

  	
  1.44

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  0.82

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  15,466.24

  	
   

  	
  3.76

  	
   

  	
  30,932.48

  	
   

  	
  0.98

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  28.96

  	
   

  	
  0.01

  	
   

  	
  7,009.26

  	
   

  	
  0.22

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  26,949.88

  	
   

  	
  6.55

  	
   

  	
  230,698.92

  	
   

  	
  7.32

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  399.78

  	
   

  	
  0.10

  	
   

  	
  5,834.72

  	
   

  	
  0.19

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  579.55

  	
   

  	
  0.14

  	
   

  	
  5,635.52

  	
   

  	
  0.18

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.12

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  46,444.59

  	
   

  	
  11.29

  	
   

  	
  417,517.04

  	
   

  	
  13.25

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.35

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  5,361.94

  	
   

  	
  1.30

  	
   

  	
  47,181.84

  	
   

  	
  1.50

  	
   

  
	
  Other
  Expense

  	
   

  	
  28,837.03

  	
   

  	
  7.01

  	
   

  	
  47,005.76

  	
   

  	
  1.49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  181,276.72

  	
   

  	
  44.06

  	
   

  	
  1,440,327.42

  	
   

  	
  45.72

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
   212,140.50

  	
   

  	
  51.56 

  	
   

  	
  $

  	
  1,540,838.43

  	
   

  	
  48.91

  	
   

  
												



 


For Management Purposes Only


 


2
















 


SCHEDULE 5.3(b)


EXCEPTIONS TO REFERENCE FINANCIAL DATA


 


1.             POKER CHIPS:  Shareholder shall indemnify Purchaser for any
liability as a result of any outstanding poker chips as of the Effective Date
(currently black and will remain the same color) (redeemable Dance Dollars). Purchaser
will as of the Effective Date change the color of the poker chips used by
Purchaser to another color other than black.


 


2.             Due to/from Golden
Account shall be eliminated. Purchaser shall have no right to collect same.


 


3.             N/T Shareholder
Account shall be eliminated. Purchaser shall have no liability as to same.


 


 


	
   

  	
  /s/ BF

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.3(c)


EXCEPTIONS TO FINANCIAL DATA/MATERIAL ADVERSE
EFFECTS


 


NONE


 


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.5


EXCEPTIONS TO CONSENTS AND APPROVALS


 


License to be
issued by the City of Dallas, Texas, as set forth in the Dallas City Code,
Section 41A-4, giving Purchaser the right to operate the Business.


 


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.6


EXCEPTIONS TO LITIGATION


 


Case No. 306-CV-302 styled Venture Plus Enterprises vs. Golden
Productions JGC Forst Worth, LLC, this case will be defended by Shareholder
who shall indemnify and hold harmless Purchaser.


 


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.7


EXCEPTIONS TO COMPLIANCE WITH LAWS


 


NONE


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


The follow documents were attached to the
Stock Purchase Agreement but were omitted from this form 8K because they are
not material because physical document was included in the due diligence
package:


 


Certificate of Occupancy Dallas (Land Use:
Commercial Amusement) Issued: 7/17/2006


City of Dallas, Texas License- Sexually
Oriented Business Expires: 1/31/2008


Texas Sales and Use Tax Permit Effective: 6/26/2006


Dallas Food Products Permit Issued: 6/7/2006


“Exactitude” Leadership Concepts LLC (Texas
Food Protection Mgmt) Issued: 12/22/2007


Security Alarm Permit Expires: 6/30/2008


Texas Sales and use Tax Permit


Food Protection and Education Division
(Inspection Report)


 

















 


SCHEDULE 5.8


EXCEPTIONS TO TAX MATTERS


 


The 2006 IRS Form 1120 has not yet been filed. Seller shall proceed to
file said return by January 31, 2008, and will remain liable for any tax due
thereon and indemnify and hold harmless Purchaser from any such taxes,
penalties and interest due thereon. Seller will make return available to
Purchaser for review.


 


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.9


REAL PROPERTY


 


[See Exhibit 10.7 to this Current Report on Form
8-K]


 
















 


SCHEDULE 5.10


EXCEPTIONS TO MATERIAL CONTRACTS


 


	
  SEE ATTACHMENTS.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ BF

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  
					



 

















 


Charles
Baum


 


	
  From:

  	
   

  	
  Kevin R. Richardson [Richierich@jaguarsgold.net]

  
	
  Sent:

  	
   

  	
  Thursday, October 25, 2007 9:30 AM

  
	
  To:

  	
   

  	
  Charles Baum

  
	
  Subject:

  	
   

  	
  FW: Dallas Contracts

  



 


---- Original Message
----


From: RWR03
[mailto:rob@jaguarsgold.net]


Sent: Tuesday, October
23, 2007 8:56 PM


To: Rich Jaguars


Subject: Dallas Contracts


 


Rich,


 


Here is a list of
contracts the Dallas Club is currently responsible for.


 


	
  1.

  	
   

  	
  Dallas Observer –

  	
   

  	
   

  	
  expires Dec 27, 2007

  Min. 1/4 page ad per week

  1/2 page ads have been placed

  for November

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Impact Outdoor –

  	
   

  	
   

  	
  I-30/FERGUSON Billboard
  

  Expires JUNE 1, 2008

  $2,400/month 

  FIRST AND LAST MONTHS RENT 

  ALREADY PAID.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Ralston Outdoor–

  	
   

  	
   

  	
  11640 STEMMONS -
  $750/MONTH

  10512 HARRY HINES $1,000

  Both boards have a six month

  contract which expired

  June 1, 2007. We have just

  continued the boards without

  a contract.

  30 days written notice to

  terminate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  JGC Media–

  	
   

  	
  Jaguarsgold.net
  $100/month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Wild On Dallas–

  	
   

  	
  no contract -
  $350/month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Yellow Cab

  	
   

  	
  contract expires Dec
  1st 

  $4,375 per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  KLLI Radio

  	
   

  	
  $2,500/month

  no contract

  



 


Please let me know if I
can do anything else to assist.


 


Rob


 


1

















 


	
  VENDOR

  	
   

  	
  SERVICE

  	
   

  	
  FREQUENCY

  	
   

  	
  PAID

  	
   

  	
  AMOUNT

  	
   

  	
   

  	
   

  	
  PHONE

  
	
  ABC Pest Control

  	
   

  	
  Insect Control

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  95.04

  	
   

  	
   

  	
   

  	
  (469) 549-7300

  
	
  Admiral Linen

  	
   

  	
  Towels & Tablecloths

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  329393900

  	
   

  	
  (817) 429-8350

  
	
  Advanced Beverages

  	
   

  	
  Juices - Post Mix

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 488-9339

  
	
  ASCAP

  	
   

  	
  Music License - CONTRACT
  - Due Jan 1, 2008

  	
   

  	
  Annual

  	
   

  	
  Annual Charge

  	
   

  	
  $

  	
  1,376.00

  	
   

  	
  500606014

  	
   

  	
  (800) 505-4052

  
	
  AT&T

  	
   

  	
  Phone Service -1 yr.
  CONTRACT Til October 31, 2008

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (800) 559-7928

  
	
  Atmos Energy

  	
   

  	
  Natural Gas Service

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  002186869

  	
   

  	
  (888) 286-6700

  
	
  Bar Mart Supply

  	
   

  	
  Bar Supplies Toiletries
  & Janitorial

  	
   

  	
  As Needed

  	
   

  	
  Bi-Monthly Charge

  	
   

  	
   

  	
   

  	
  1201450

  	
   

  	
  (817) 589-2518

  
	
  Better Business Systems

  	
   

  	
  Cash Register Repair
  (Warranty Good Til 02/08)

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 557-0700

  
	
  Casa dos Charutos

  	
   

  	
  Cigar Vendor

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (214) 912-7862

  
	
  City Of Dallas Water

  	
   

  	
  Water Service - 2 Meters

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  241-1354315-003

  	
   

  	
  (817) 392-4477

  
	
  Covad

  	
   

  	
  Internet Service
  CONTRACT Til October 31, 2008

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dallas Observer

  	
   

  	
  Newsprint - CONTRACT 1/4
  Page Per Week Til 12/27/07

  	
   

  	
  Monthly Contract til

  	
   

  	
  Pre Pay Monthly

  	
   

  	
  $

  	
  1100.00/wk

  	
   

  	
  118073

  	
   

  	
  (214) 869-4653

  
	
  Digiview

  	
   

  	
  Security Cameras

  	
   

  	
  Service As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (469) 233-0148

  
	
  Direct TV

  	
   

  	
  Satelite - Sports Pkg.
  Paid Til 6-30-08 $185.50 Per Mo.

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  55.24

  	
   

  	
   

  	
   

  	
  (888) 388-4249

  
	
  Discount Cigarettes

  	
   

  	
  Cigarettes for Vending

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 276-8944

  
	
  Dust Doctor

  	
   

  	
  Janitorial Service

  	
   

  	
  Daily Service

  	
   

  	
  Bi-Monthly Charge

  	
   

  	
  $

  	
  1900.00 BiW

  	
   

  	
   

  	
   

  	
  (214) 457-0045

  
	
  Farmers Insurance

  	
   

  	
  Van Insurance - Paid
  through 12/07

  	
   

  	
  Monthly Service

  	
   

  	
  Pre Pay - 6 Months

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (817) 282-8875

  
	
  Fire Safety Solutions

  	
   

  	
  Fire Alarm System
  Service & Monitor Paid Til 12-31-07

  	
   

  	
  Quarterly

  	
   

  	
  Pre Pay Quarterly

  	
   

  	
  $

  	
  42.50

  	
   

  	
   

  	
   

  	
  (214) 217-3774

  
	
  First Class Audio

  	
   

  	
  Light & Sound Repair

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 682-5443

  
	
  Front Line Security

  	
   

  	
  Security Guard

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 243-0420

  
	
  Green Guard

  	
   

  	
  First Aid Cabinet

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  02-JGCL

  	
   

  	
  (214) 344-1100

  
	
  Impact Outdoor

  	
   

  	
  Billboard - CONTRACT til
  06/1/08 LAST MO. PD.

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  2,400.00

  	
   

  	
  2268

  	
   

  	
  (214) 373-0200

  
	
  KLLI Radio

  	
   

  	
  Radio Advertisment

  	
   

  	
  Monthly Service

  	
   

  	
  Pre Pay Monthly

  	
   

  	
  $

  	
  1250.00/wk

  	
   

  	
  51908

  	
   

  	
  (214) 630-3011

  
	
  Pepsi

  	
   

  	
  Post Mix - CONTRACT til
  5/14/12

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
  7146787

  	
   

  	
  (214) 241-4040

  
	
  Ralston

  	
   

  	
  Billboard - NO CONTRACT
  - Month to Month

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  1,750.00

  	
   

  	
   

  	
   

  	
  (915) 362-9206

  
	
  Reliant Metro

  	
   

  	
  CO2 Tank Rental - Paid
  Til 12-31-07

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  38.50

  	
   

  	
   

  	
   

  	
  (915) 362-9206

  
	
  Rone’ Security

  	
   

  	
  Security Alarm - Paid
  til 11/30/07

  	
   

  	
  Quarterly

  	
   

  	
  Pre Pay Quarterly

  	
   

  	
  $

  	
  27.01

  	
   

  	
  452

  	
   

  	
  (972) 291-7977

  
	
  Strategic Energy

  	
   

  	
  Electrical Service
  CONTRACT - August 09

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  4,200.00

  	
   

  	
   

  	
   

  	
  (888) 925-9115

  
	
  Thermal Cool

  	
   

  	
  Ice Machine Repair

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 772-7455

  
	
  Waste Management

  	
   

  	
  Trash Pick-up

  	
   

  	
  Daily Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  325.00

  	
   

  	
   

  	
   

  	
  (800) 772-8653

  



 

















 


	
  VENDOR

  	
   

  	
  SERVICE

  	
   

  	
  FREQUENCY

  	
   

  	
  PAID

  	
   

  	
  AMOUNT

  	
   

  	
   

  	
   

  	
  PHONE

  
	
  ABC Pest Control

  	
   

  	
  Insect Control

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  95.04

  	
   

  	
   

  	
   

  	
  (469) 549-7300

  
	
  Admiral Linen

  	
   

  	
  Towels & Tablecloths

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  329393900

  	
   

  	
  (817) 429-8350

  
	
  Advanced Beverages

  	
   

  	
  Juices - Post Mix

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 488-9339

  
	
  ASCAP

  	
   

  	
  Music License - CONTRACT - Due Jan 1, 2008

  	
   

  	
  Annual

  	
   

  	
  Annual Charge

  	
   

  	
  $

  	
  1,376.00

  	
   

  	
  500606014

  	
   

  	
  (800) 505-4052

  
	
  AT&T

  	
   

  	
  Phone Service - 1 yr. CONTRACT Til October 31, 2008

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (800) 559-7928

  
	
  Atmos Energy

  	
   

  	
  Natural Gas Service

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  002186869

  	
   

  	
  (888) 286-6700

  
	
  Bar Mart Supply

  	
   

  	
  Bar Supplies Toiletries & Janitorial

  	
   

  	
  As Needed

  	
   

  	
  Bi-Monthly Charge

  	
   

  	
   

  	
   

  	
  1201450

  	
   

  	
  (817) 589-2518

  
	
  Better Business Systems

  	
   

  	
  Cash Register Repair (Warranty Good Til 02/08)

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 557-0700

  
	
  Casa dos Charutos

  	
   

  	
  Cigar Vendor

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (214) 912-7862

  
	
  City Of Dallas Water

  	
   

  	
  Water Service - 2 Meters

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  241-1354315-003

  	
   

  	
  (817) 392-4477

  
	
  Covad

  	
   

  	
  Internet Service CONTRACT Til October 31, 2008

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dallas Observer

  	
   

  	
  Newsprint - CONTRACT 1/4 Page Per Week Til 12/27/07

  	
   

  	
  Monthly Contract til

  	
   

  	
  Pre Pay Monthly

  	
   

  	
  $

  	
  1100.00/wk

  	
   

  	
  118073

  	
   

  	
  (214) 869-4653

  
	
  Digiview

  	
   

  	
  Security Cameras

  	
   

  	
  Service As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (469) 233-0148

  
	
  Direct TV

  	
   

  	
  Satelite - Sports Pkg. Paid Til 6-30-08 $185.50 Per
  Mo.

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  55.24

  	
   

  	
   

  	
   

  	
  (888) 388-4249

  
	
  Discount Cigarettes

  	
   

  	
  Cigarettes for Vending

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 276-8944

  
	
  Dust Doctor

  	
   

  	
  Janitorial Service

  	
   

  	
  Daily Service

  	
   

  	
  Bi-Monthly Charge

  	
   

  	
  $

  	
  1900.00 BiW

  	
   

  	
   

  	
   

  	
  (214) 457-0045

  
	
  Farmers Insurance

  	
   

  	
  Van Insurance - Paid through 12/07

  	
   

  	
  Monthly Service

  	
   

  	
  Pre Pay - 6 Months

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (817) 282-8875

  
	
  Fire Safety Solutions

  	
   

  	
  Fire Alarm System Service & Monitor Paid Til
  12-31-07

  	
   

  	
  Quarterly

  	
   

  	
  Pre Pay Quarterly

  	
   

  	
  $

  	
  42.50

  	
   

  	
   

  	
   

  	
  (214) 217-3774

  
	
  First Class Audio

  	
   

  	
  Light & Sound Repair

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 682-5443

  
	
  Front Line Security

  	
   

  	
  Security Guard

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 243-0420

  
	
  Green Guard

  	
   

  	
  First Aid Cabinet

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  02-JGCL

  	
   

  	
  (214) 344-1100

  
	
  Impact Outdoor

  	
   

  	
  Billboard - CONTRACT til 06/1/08 LAST MO. PD.

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  2,400.00

  	
   

  	
  2268

  	
   

  	
  (214) 373-0200

  
	
  KLLI Radio

  	
   

  	
  Radio Advertisment

  	
   

  	
  Monthly Service

  	
   

  	
  Pre Pay Monthly

  	
   

  	
  $

  	
  1250.00/wk

  	
   

  	
  51908

  	
   

  	
  (214) 630-3011

  
	
  Pepsi

  	
   

  	
  Post Mix - CONTRACT til 5/14/12

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
  7146787

  	
   

  	
  (214) 241-4040

  
	
  Ralston

  	
   

  	
  Billboard - NO CONTRACT - Month to Month

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  1,750.00

  	
   

  	
   

  	
   

  	
  (915) 362-9206

  
	
  Reliant Metro

  	
   

  	
  CO2 Tank Rental - Paid Til 12-31-07

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  38.50

  	
   

  	
   

  	
   

  	
  (915) 362-9206

  
	
  Rone’ Security

  	
   

  	
  Security Alarm - Paid til 11/30/07

  	
   

  	
  Quarterly

  	
   

  	
  Pre Pay Quarterly

  	
   

  	
  $

  	
  27.01

  	
   

  	
  452

  	
   

  	
  (972) 291-7977

  
	
  Strategic Energy

  	
   

  	
  Electrical Service CONTRACT - August 09

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  4,200.00

  	
   

  	
   

  	
   

  	
  (888) 925-9115

  
	
  Thermal Cool

  	
   

  	
  Ice Machine Repair

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 772-7455

  
	
  Waste Management

  	
   

  	
  Trash Pick-up

  	
   

  	
  Daily Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  325.00

  	
   

  	
   

  	
   

  	
  (800) 772-8653

  



 

















 


SCHEDULE 5.11


EXCEPTIONS TO PERSONAL PROPERTY


 


CASH IN EXCESS OF $12,000.00


 


ALL CREDIT CARD CREDITS AND ATM FEES PRIOR TO THE EFFECTIVE DATE


 


ONE VAN


 


TWO ATM MACHINES


 


 


	
   

  	
  /s/ BF

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.12


EXCEPTIONS TO ENVIRONMENTAL AND SAFETY
MATTERS


 


NONE


 


 


	
   

  	
  /s/ BF

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.13


EXCEPTIONS TO EMPLOYEE RELATIONS


 


1.             NONE


 


2.             Shareholder
hereby agrees that Exhibit A collectively hereby contains the following which
Shareholder represents as being the records and/or documents used by the
Business as same relates to its independent contractors and employees, hereby
agrees to supply to the Purchaser a list of all employees.


 


a.             pay
plans


 


b.             bonus
plans


 


c.             sample
Independent Contractor forms


 


d.             normal
and customary employee forms


 


 


	
   

  	
  /s/ BF

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  	
   

  



 

















 


We have omitted information regarding payroll
for employees and independent contractor rates because we deem such information
not to be material. This exhibit included a schedule of the employee name,
rate, and employee number. Further it included a list of all entertainers who
are independent contractors.


 

















 


SCHEDULE 5.15


EXCEPTIONS TO ABSENCE OF CHANGES


 


NONE


 


 


	
   

  	
  /s/ BF

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  	
   

  


















 


SCHEDULE 8.6(a)


COVENANT NOT TO COMPETE (SHAREHOLDER) (PRIOR
OWNER)


 


[See Exhibit 10.2 to this Current Report on Form 8-K]


 

















 


SCHEDULE 8.6(b)


COVENANT NOT TO COMPETE (RICHARD RICHARDSON)


 


[See Exhibit 10.3 to this Current Report on
Form 8-K]


 


 

















 


 


SCHEDULE 8.17


OWNERSHIP OF CORPORATE STOCK


 


Bryan S. Foster hereby certifies that he is the sole owner of 100% of
the shares of stock in the business known as Manana Entertainment, Inc. d/b/a
Jaguar’s Gold Club Dallas possessing both legal and beneficial interests, as of
the Effective Date pursuant to the Stock Purchase Agreement entered into
between VCG Holding Company and Manana Entertainment, Inc. d/b/a Jaguar’s Gold
Club Dallas and Bryan S. Foster dated October 29, 2007 (“Agreement”) and that
such Shares, as of the Effective Date, are free and clear of all liens, claims,
charges and encumbrances of any kind or nature whatsoever, and at such time the
authorization of no other person or entity shall be required in order to
consummate the transactions contemplated in this Agreement.


 


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  



 


 


(INITIALED: BF, MO)


 
















 


SCHEDULE 11.2(e)


OFFICER’S CERTIFICATE


 


MANANA ENTERTAINMENT, INC.


 


Officer’s Certificate


 


Pursuant to the provisions of the Stock Purchase Agreement dated
October 29, 2007 (the “Purchase Agreement”), among Manana Entertainment, Inc.
d/b/a Jaguar’s Gold Club Dallas and Bryan S. Foster (hereinafter collectively
referred to as “Sellers”) and VCG Holding Company (“Purchaser”), and with the
understanding that capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Purchase Agreement, the
undersigned hereby certifies that:


 


1.             I
am the duly elected President of Manana Entertainment, Inc. (“Company”), and
that, as such, I am authorized to execute this Officer’s Certificate on behalf
of the Company.


 


2.             All
of the representations and warranties made by the undersigned, whether made
individually or on behalf of the Company, in the Purchase Agreement are true
and correct on and as of the Effective Date with the same force and effect as
though such representations and warranties as, individually or in the
aggregate, do not have a Material Adverse Effect.


 


3.             Company
has performed and complied in all material respects with all covenants and
agreements required by the Purchase Agreement to be performed or complied with
by it on or prior to the Effective Date.


 


IN WITNESS WHEREOF, I have hereunto set my hand this the 29th day of
October, 2007.


 


	
   

  	
  MANANA ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Bryan S. Foster

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
							



 


 


(INITIALED: BF, MO)


 

















 


SCHEDULE 11.2(f)


SECRETARY’S CERTIFICATE


 


MANANA ENTERTAINMENT, INC.


Secretary’s Certificate


 


Pursuant to the provisions of that certain Stock Purchase Agreement
dated as of October 29, 2007 (the “Purchase Agreement”), by and among Manana
Entertainment, Inc. d/b/a Jaguar’s Gold Club Dallas and Bryan S. Foster
(hereinafter collectively referred to as “Sellers”) and VCG Holding Company (“Purchaser”),
and with the understanding that capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to them in the Purchase
Agreement, the undersigned hereby certifies that:


 


1.             I
am the duly elected Secretary of Manana Entertainment, Inc. (the “Company”) and
that, as such, I am authorized to execute this Secretary’s Certificate on
behalf of the Company.


 


2.             Attached
hereto as Exhibit A is Schedule 4.1(b) which is a true, correct and complete
copy of said Schedule, and I hereby certify that Manana, Inc. is validly
organized and in good standing and nothing in the Charter of the Company and
all Amendments thereto in any manner whatsoever prevent myself or the Company
from performing all of its obligations pursuant to the Purchase Agreement
referred to hereinabove.


 


3.             Attached
hereto as Exhibit A is Schedule 4.1(b) which is a true, correct and complete
copy of said Schedule, and I hereby certify that nothing in the Bylaws of
Manana Entertainment, Inc. and all Amendments thereto in any manner whatsoever
prevent myself or the Company from performing all of its obligations pursuant
to the Purchase Agreement referred to hereinabove.


 


4.             Attached
hereto as Exhibit B is a true, correct and complete copy of the resolution
adopted by the officers and shareholder of the Company by unanimous written
consent in accordance with applicable law and the Charter of Company, and such
resolution has not been amended, modified, rescinded or revoked, and remains in
full force and effect on the date hereof.


 


5.             The
individuals named below are duly authorized representatives of the Company,
with authority to execute and deliver the Purchase Agreement and other
agreements, documents and instruments to be executed and delivered by Company
in connection therewith, and the signatures set forth opposite their names are
their true and genuine signatures.


 


(INITIALED:
BF, MO)


 

















 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bryan S.Foster

  	
   

  	
  President

  	
   

  	
  /s./ Bryan S. Foster

  	
   

  



 


 


IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of
October, 2007.


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Secretary

  



 


 


(INITIALED: BF, MO)


 

















 


EXHIBIT A TO SCHEDULE 11.2(f)


 


EXCEPTIONS TO STATEMENT ON LOST RECORDS


 


Bryan S. Foster hereby states and affirms the following as part of the
purchase of the Stock Purchase Agreement dated the 29th day of October, 2007,
by and among VCG Holding Company and Manana Entertainment, Inc. d/b/a Jaguar’s
Gold Club Dallas and Bryan S. Foster (Agreement):


 


1.             He
is the sole owner and Shareholder of all of the Shares of Stock of Manana
Entertainment, Inc. (the Business); and


 


2.             That
the Shares, certificates, corporate minute books, stock transfer ledgers,
regulations, and seals (if any) of the Business either have been delivered or
do not exist any more or are lost; and


 


3.             Nothing
contained in the items set forth in 2 above in any way has or had any effect on
his ability and authority to perform all of his and the Business’ obligations,
representations, covenants and warranties contained in the Agreement nor does
same have any Material Adverse Effect as that term is defined in the Agreement
on the Business.


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
   

  	
  Bryan S. Foster

  
				



 


 


(INITIALED: BF, MO)


 

















 


EXHIBIT B TO SCHEDULE 11.2(f)


 


RESOLUTION OF SOLE SHAREHOLDER OF


MANANA ENTERTAINMENT, INC.


D/B/A


JAGUAR’S GOLD CLUB DALLAS


 


A special meeting of the sole Shareholder of Manana Entertainment, Inc.
(the “Company”), notice having been waived by the Shareholder as reflected
hereinbelow, was held at the principal office of the Company on the 29th day of
October, 2007.


 


Present was:  Bryan S. Foster.


 


On motion duly made and carried, it was:


 


RESOLVED, that Manana Entertainment, Inc. shall be sold to VCH Holding
Company, as evidenced by a Letter of Intent entered into between Niko Foster
and Rich Richardson, individually and on behalf of Jaguar’s and VCG Holding
Corp., for the sale of Manana Entertainment, Inc. to VCG Holding Company, and Bryan
S. Foster be and is hereby authorized and empowered herein to (i) negotiate
such terms and conditions for this purchase as he deems fit and appropriate;
and (ii) to execute and deliver any and all documents in the name of the
Company requisite to the sale.


 


The undersigned waive all required notice and affirm the decisions
reached herein.


 


	
   

  	
  MANANA ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster, Shareholder

  



 


 


(INITIALED: BF, MO)


 

















 


SCHEDULE 11.2(h)


TWO TITLE POLICIES


 


 


We have omitted the Title Policy we deemed it
to not be material.


 

















 


CLOSING STATEMENT


 

















 


PURCHASER’S STATEMENT


 

















 


PURCHASER’S STATEMENT


 


	
  Date: October 29, 2007

  	
  GFNo:
  0779408229LM

  



 


	
  Sale From: 

  	
   

  	
  Bryan S. Foster

  2171 Manana 

  Dallas, TX 75220

  	
  To:   VCG
  Holding Company

  
	
   

  	
   

  	
   

  	
   

  
	
  Property:

  	
   

  	
  2151 Manana
  Drive Dallas, TX

  2151 Manana Drive

  Dallas, TX

  	
   

  



 


	
  Purchase Price

  	
   

  	
  $

  	
  6,520,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plus: Charges

  	
   

  	
   

  	
   

  	
   

  
	
  Escrow Fee to United Title of Texas

  	
   

  	
  $

  	
  850.00

  	
   

  
	
  Non Compete - Dallas Fee

  	
   

  	
  $

  	
  10,000.00

  	
   

  
	
  Leasehold OTP to United Title of Texas

  	
   

  	
  $

  	
  12,234.00

  	
   

  
	
  2007 Property Taxes CAD 00-00060-193-000-1200 to
  Dallas County

  	
   

  	
   

  	
   

  	
   

  
	
  Tax Assessor Col

  	
   

  	
  $

  	
  8,368.28

  	
   

  
	
  2007 Property Taxes CAD# 00-65080-00D-005-0000 to
  Dallas County

  	
   

  	
   

  	
   

  	
   

  
	
  Tax Assessor Col

  	
   

  	
  $

  	
  27,371.63

  	
   

  
	
  Security Deposit

  	
   

  	
  $

  	
  25,000.00

  	
   

  
	
   

  	
  Total Charges

  	
   

  	
  $

  	
  83,823.91

  	
   

  
	
   

  	
  Gross Amount Due By Purchaser

  	
   

  	
  $

  	
  6,603,823.91

  	
   

  
	
  Less: Credits

  	
   

  	
   

  	
   

  	
   

  
	
  Earnest Money

  	
   

  	
  $

  	
  150,000.00

  	
   

  
	
   

  	
  Total Credits

  	
   

  	
  $

  	
  150,000.00

  	
   

  
	
   

  	
  Balance Due by Purchaser

  	
   

  	
  $

  	
  6,453,823.91

  	
   

  



 


Compliments of United Title of Texas


 

















 


Purchaser understands the
Closing or Escrow Agent has assembled this information representing the
transaction from the best information available from other sources and cannot
guarantee the accuracy thereof. The lender involved may be furnished a copy of
this statement.


 


Purchaser understands
that tax and insurance prorations and reserves were based on figures for the
preceding year or supplied by others or estimates for the current year, and in
the event of any change for current year, all necessary adjustments must be
made between Purchaser and Seller direct.


 


The undersigned hereby
authorizes United Title of Texas to make expenditure and disbursements as shown
above and approves same for payment. The undersigned also acknowledges receipt
of Loan Funds, if applicable, in the amount shown above and a receipt of a copy
of this Statement


 


 


	
  United Title of Texas

  	
   

  	
  VCG Holding
  Corporation, a Colorado Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Linda Miller

  	
   

  	
   

  	
  /s/ Micheal Ocello

  	
   

  
	
   

  	
  Linda Miller

  	
   

  	
  BY:

  	
  Micheal Ocello, President

  
							



 


2

















 


SELLER’S
STATEMENT


 

















 


SELLER’S STATEMENT


 


	
  Date: October 29, 2007

  	
  GFNo:
  0779408229LM

  



 


	
  Sale From:

  	
   

  	
  Bryan S. Foster

  	
   

  	
  To:     VCG Holding Company

  
	
   

  	
   

  	
  2171 Manana

  Dallas, TX 75220

  	
   

  	
   

  



 


	
  Property:

  	
   

  	
  2151 Manana Drive Dallas,
  TX

  2151 Manana Drive

  Dallas, TX

  	
   

  	
   

  



 


	
  Sales Price

  	
   

  	
  $

  	
  6,520,000.00

  	
   

  
	
  Reimbursements/Credits

  	
   

  	
   

  	
   

  	
   

  
	
  Non
  Compete - Dallas Fee

  	
   

  	
  $

  	
  10,000.00

  	
   

  
	
  Security
  Deposit

  	
   

  	
  $

  	
  25,000.00

  	
   

  
	
   

  	
  Total Reimbursements/Credits

  	
   

  	
  $

  	
  35,000.00

  	
   

  
	
   

  	
  Gross Amount Due to Seller

  	
   

  	
  $

  	
  6,555,000.00

  	
   

  
	
  Less: Charges and Deductions

  	
   

  	
   

  	
   

  	
   

  
	
  Escrow
  Fee to United Title of Texas

  	
   

  	
  $

  	
  850.00

  	
   

  
	
  Payoff
  to Kevin Richardson to Kevin Richardson

  	
   

  	
  $

  	
  5,000.00

  	
   

  
	
   

  	
  Total Charges and Deductions

  	
   

  	
  $

  	
  5,850.00

  	
   

  
	
   

  	
  Net Amount Due to Seller

  	
   

  	
  $

  	
  6,549,150.00

  	
   

  



 


Compliments of United Title of Texas


 

















 


Seller understands the
Closing or Escrow Agent has assembled this information representing the
transaction from the best information available from other sources and cannot
guarantee the accuracy thereof. The lender involved may be furnished a copy of
this statement.


 


Seller understands that
tax and insurance prorations and reserves were based on figures for the
preceding year or supplied by others or estimates for the current year, and in
the event of any change for current year, all necessary adjustments must be
made between Purchaser and Seller direct.


 


The undersigned hereby
authorizes United Title of Texas to make expenditure and disbursements as shown
above and approves same for payment. The undersigned also acknowledges receipt
of Loan Funds, if applicable, in the amount shown above and a receipt of a copy
of this Statement.


 


 


	
  United
  Title of Texas

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Linda Miller

  	
   

  	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Linda
  Miller

  	
   

  	
  Bryan S. Foster

  
						



 


2
















 


ASSIGNMENT OF GROUND LEASE


 


This ASSIGNMENT OF GROUND LEASE (“Assignment”) is made and entered
into effective as of the 29th day of October, 2007, by and between
VCG Holding Company, a Colorado corporation (“Assignor”), Manana
Entertainment, Inc., a Texas corporation d/b/a Jaguar’s Gold Club Dallas, a
Texas corporation (“Assignee”) and Bryan S. Foster (“Landlord”).


 


R E C I T A L S:


 


A.            Landlord
or its predecessor in interest, and Assignor or its predecessor in interest,
have heretofore entered into that certain lease dated October 29, 2007, for
premises (the “Premises”) described in Exhibit “A,” located at 2151
Manana Drive, Dallas, Texas (such lease shall hereinafter be referred to
collectively as the “Lease”).


 


B.            Assignor
desired to assign all of its right, title and interest in the Lease to
Assignee, Assignee desires to accept and assume the same, and Landlord is
willing to consent to the proposed Assignment, all on the terms and conditions
hereof.


 


A G R E E M E N T:


 


NOW THEREFORE, in consideration of the mutual terms and conditions
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


 


1.             Assignment.  Assignor hereby TRANSFERS,
ASSIGNS, GRANTS AND CONVEYS to Assignee, all of Assignor’s right, title and
interest, in, to and under the Lease, including any security deposit or prepaid
rent thereunder.  Notwithstanding the
foregoing, Assignor reserves the right to receive any funds or overpayments from
Landlord relating to the period prior to the Effective Date hereof.  Assignor hereby agrees to remain liable for
and as guarantor of all obligations of tenant under the Lease both before and
after the Effective Date of this Assignment, through the principal and any
extended term.  Assignor will not be
released from any liability by further assignment or subletting, whether or not
Assignor has received notice or has consented to the same.  Landlord will have all remedies against
Assignor as are provided in the Lease in the same manner as if this Assignment
had not been made.  The exercise by
Landlord of any remedy against Assignee will not preclude Landlord from the
exercise of the same or other remedies against Assignor at the same or
different times.


 


2.             Acceptance.  Assignee hereby accepts the
Assignment granted herein, and assumes and agrees to make all payments and to
perform all other obligations of Assignor as the tenant under the Lease
accruing from and after the Effective Date of this Agreement.  The exercise by Landlord of any remedy
against Assignor will not preclude Landlord from the exercise of the same or
other remedies against Assignee at the same or different times.  In recognition that Landlord must continue to
have all remedies


 


(INITIALED: BF,
MO)


 


otherwise available to Landlord for defaults under the Lease, including
the right to apply any security deposit, terminate the Lease and/or recover
possession, regardless of whether Assignor or Assignee committed such defaults,
Assignee’s liability hereunder will in no way be limited to those matters
arising after the Effective Date, but will extend to any and all obligations
under the 


 

















 


Lease arising prior to the Effective Date, as well as the performance
of all obligations arising thereafter.


 


3.             Effective
Date.  The effective date of this
Assignment is October 29, 2007 (“Effective Date”).  As between Assignor and Assignee, All
obligations under the Lease arising, accruing or relating to the period before
the Effective Date are allocated to Assignor and all obligations arising,
accruing or relating to the period thereafter shall be allocated to
Assignee.  If the Effective Date occurs
other than at the end of any period for which rentals or other charges under
the Lease accrue or are due, than such rentals or other charges will be
prorated between Assignor and Assignee on a per diem basis.


 


4.             Representations;
Indemnity.  As between Assignor and
Assignee, without in any way affecting, limiting or waiving any rights of
Landlord against either Assignor or Assignee under the Lease, Assignor
represents, warranty and covenants with Assignee that as of the Effective Date:
(i) the Lease is in full force and effect; (ii) all sums due and payable under
the Lease as of the Effective Date have been paid in full; (iii) any amounts
that become payable after the Effective Date relating to the period prior to
the Effective Date must be paid by Assignor promptly; (iv) the Lease has been
previously assigned, subleased, extended, modified, or amended, except as noted
in this Assignment; (v) Assignor is not in default under any of its obligations
under the Lease; and (v) a true and correct copy of the Lease (including any
amendments, prior assignments, subleases, or extensions thereto) is attached
hereto as Exhibit “B”.  Assignor
further represents and warrants to both Assignee and Landlord that Landlord is
not in default under any of the terms and provisions of the Lease.  Landlord and Assignor warrant and represent
to Assignee that the Lease attached hereto as Exhibit “B” is a
true, correct and complete copy of the Lease and all amendments thereto.  ASSIGNOR AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS ASSIGNEE FROM AND AGAINST ANY AND ALL LIABILITY, COSTS OR DAMAGES
ARISING WITH RESPECT TO ANY BREACH OF THE FOREGOING, REPRESENTATIONS,
WARRANTIES OR COVENANTS.  ASSIGNEE AGREES
TO INDMNIFY, DEFEND AND HOLD HARMLESS ASSIGNOR FROM AND AGAINST ANY LIABILITY,
COSTS OR DAMAGES ARISING WITH RESPECT OT ANY BREACH OF THE LEASE AFTER THE EFFECTIVE
DATE.


 


5.             Landlord’s
Consent.  Landlord hereby consents to
this Assignment upon the terms and conditions set forth herein.  The failure or delay of Landlord in seeking
to enforce any provisions of the Lease or this Assignment should not be deemed
a waiver of rights or remedies that Landlord may have, or a waiver of any
subsequent breach of the terms and provisions therein or herein contained.


 


(INITIALED:
BF, MO)


 


6.              Notices.  Any notice given to party hereto must be
given in the manner required under the Lease. 
The addresses set forth below supercede any addresses for notices sent
forth in the Lease.


 


If to VCG Corporation:


 


c/o Troy Lowry


390 Union Blvd., Suite 540


Lakewood, CO 80228


 

















 


Copy to:


 


Michael Ocello


1401 Mississippi Ave., Suite 10


Sauget, IL 62201


 


Copy to:


Martin A. Grusin


The Law Offices of Martin A. Grusin P.C.


780 Ridge Lake Blvd., Suite 202


Memphis, TN 38120


 


If to Landlord


 


Bryan S. Foster


2171 Manana Drive


Dallas, TX 75220


 


Copy to:


Kevin Richardson


6716 Valley View Lane


Sachse, TX 75048


 


With additional copy to:


Art Selander, Esq.


Quilling, Selander, Cummiskey & Lownds, P.C


2001 Bryan Tower, Ste. 1800


Dallas, TX 75201


 


7.             Successors.  Except as herein otherwise
provided, this Assignment will be binding upon and insure to the benefit of the
parties, and their respective heirs, executors, administrators, successors and
assigns.


 


8.             Counterparts.  This Assignment may be executed
in multiple counterparts, each of which once executed, will be an original and
fully-binding on the parties so executing; and all such counterparts together
constitute one and the same agreement.


 


(INITIALED:
BF, MO)


 


9.             Binding
Offer.  This Assignment will not be
binding until executed and delivered by all three parties.


 


IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date first written above.


 


	
   

  	
  ASSIGNOR: VCG HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  ITS:

  	
   

  	
  President

  	
   

  



 

















 


	
   

  	
  ASSIGNEE: MANANA ENTERTAINMENT,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   /s/ Bryan S. Foster

  	
   

  
	
   

  	
  ITS:

  	
   President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDLORD: BRYAN S. FOSTER

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  



 

















 


Exhibit “A”


Ground Lease Agreement


 


[See Exhibit 10.7 to this Current Report on
Form 8-K]