##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 FORM 10-K
  (Mark One):þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-32208
 VCG HOLDING CORP.
 (Exact Name of Registrant as
    Specified in its Charter)
  Colorado

84-1157022(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)390 Union Boulevard, Suite 540, Lakewood, CO

80228(Address of principal executive
    offices)

(Zip Code)   Registrants telephone number, including area code:
    (303) 934-2424
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

Name of Each Exchange on Which Registered:Common Stock, $.0001 par value

The NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




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EXPLANATORY
    NOTE  Restatement
    of 2007 Annual Financial Statements and 2008 Quarterly Financial
    Statements
  Form 10-K Form 10-K
      Form 10-K, Form 10-Q




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##### 



VCG
    HOLDING CORP.FORM 10-K
  TABLE OF
    CONTENTS
   
 EXPLANATORY NOTEPART IITEM 1.

Business.


1ITEM 1A.

Risk Factors.


5ITEM 1B.

Unresolved Staff Comments.


15ITEM 2.

Properties.


15ITEM 3.

Legal Proceedings.


19ITEM 4.

Submission of Matters to a Vote of Security
    Holders.


21PART IIITEM 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities.


22ITEM 6.

Selected Financial Data.


24ITEM 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations.


25ITEM 8.

Financial Statements and Supplementary
    Data.


34ITEM 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure.


72ITEM 9A(T).

Controls and Procedures.


72ITEM 9B.

Other Information.


73PART IIIITEM 10.

Directors, Executive Officers and Corporate
    Governance.


74ITEM 11.

Executive Compensation.


74ITEM 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters.


74ITEM 13.

Certain Relationships and Related Transactions
    and Directors Independence.


74ITEM 14.

Principal Accountant Fees and Services.


74PART IVITEM 15.

Exhibits and Financial Statement
    Schedules.


75SIGNATURES


81EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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PART I  Forward-Looking
    Statement Disclaimer
    Form 10-K
      Item 1.
    Business  General
    Information
     1




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Business
    
    PTs®

    Showclub in Indianapolis, Indiana (acquired 2002)
    PTs®

    Brooklyn in East Saint Louis, Illinois (acquired 2002)
    PTs®

    All Nude in Denver, Colorado (acquired 2004)
    The Penthouse
    Club®

    in Denver, Colorado (acquired 2004)
    Diamond
    Cabaret®

    in Denver, Colorado (acquired 2004)
    The Penthouse
    Club®

    in Phoenix, Arizona (opened 2004 and sold in January 2007)
    PTs®

    Appaloosa in Colorado Springs, Colorado (acquired October 2006)
    PTs®

    Showclub in Denver, Colorado (acquired December 2006)
    PTs®

    Showclub in Louisville, Kentucky (acquired January 2007)
    Roxys in East Saint Louis, Illinois (acquired February
    2007)
    PTs®

    Showclub in East Saint Louis, Illinois (acquired February 2007)
    PTs®

    Sports Cabaret St. Louis in East Saint Louis, Illinois (acquired
    March 2007)
    The Penthouse
    Club®

    St. Louis in East Saint Louis, Illinois (acquired March 2007)
    The Mens
    Club®

    in Raleigh, North Carolina (acquired April 2007)
    Schieks Palace Royale in Minneapolis, Minnesota (acquired
    May 2007)
    PTs®

    Showclub in Portland, Maine (acquired September 2007)
    Jaguars Gold Club in Ft. Worth, Texas (acquired September
    2007)
    PTs®

    Showclub in Miami, Florida (acquired October 2007)
    LaBoheme Gentlemens Club in Denver, Colorado (acquired
    December 2007)
    Jaguars Gold Club in Dallas, Texas (acquired April 2008)
    Imperial Showgirls Gentlemens Club in Anaheim, California
    (acquired June 2008)       2




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
    Facilities Our nightclub facilities are
    within ready access to the principal business, tourist
    and/or
    commercial districts in the metropolitan areas in which they are
    located. The facilities have state of the art sound systems,
    lighting and professional stage design. Our nightclubs maintain
    an upscale level of décor and furniture furnishings to
    create a professional appearance. Three of our nightclubs offer
    VIP rooms. Our VIP rooms are open to individuals who purchase
    annual memberships. They offer a higher level of service and are
    elegantly appointed and spacious.
    Professional
    On-Site
    Management  Our nightclubs are managed by
    persons who are experienced in the restaurant
    and/or
    hospitality industry. The managers for the nightclubs are
    responsible for maintaining a quality and professionally run
    nightclub. At a higher level, our Area Directors oversee the
    management of several nightclubs within a specified geographical
    area. The Company currently has 12 Area Directors who have 17 to
    25 years of experience in the industry.
    Food and Beverage Operations  Many of
    our nightclubs offer a first-class bar and food service. Three
    of our nightclubs offer a full service restaurant that provides
    customers with exceptional food, service and luxury. At most
    locations, we provide a selective variety of food including, but
    not limited to, hot and cold appetizers, pizza, and other
    limited food choices. Some of our nightclub operations do not
    have liquor licenses. Those of our nightclubs that carry BYOB
    bring your own bottle permits, sell non-alcoholic
    beverages. Experienced chef and bar managers are responsible for
    training, supervising, staffing and operating the food and
    beverage operations at each nightclub.
    Entertainment  Our nightclubs provide a
    high standard of attractive, talented and courteous female
    performers and waitresses. We maintain the highest standards for
    appearance, attitude, demeanor, dress and personality. The
    entertainment encourages repeat visits and increases the average
    length of a patrons stay. We prefer that performers who
    work at our nightclubs be experienced entertainers.  Working
    Capital
    Advertising
    and Promotion
      Compliance
    Policies and Controls
   3




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Patents,
    Trademarks, Licenses and Royalty Agreements
    ® ®
    Club Ownership

Trade NameGlenarm Restaurant, LLC

Diamond CabaretRCC, LP

Roxys ShowclubClassic Affairs, Inc.

Schieks Palace RoyaleVCG-IS, LLC

Imperial Showgirls Gentlemens ClubStout Restaurant Concepts, Inc.

La Boheme Gentlemens Cabaret      4




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##### Table of Contents



Seasonality
    Competition
  and/or
  Government
    Regulations
    and/or
  Employees
    and Independent Contractors
    Item 1A.
    Risk
    Factors  Form 10-K.
 5




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We have had limited operations which makes our future
    operating results difficult to predict.
      Our inability to obtain capital, use internally generated
    cash, or use our securities or debt to finance future expansion
    efforts could impair the growth and expansion of our
    business.
    Our business has been, and may continue to be, adversely
    affected by disruptions in the credit markets, including reduced
    access to credit and higher costs of obtaining credit.
    Our business has been, and may continue to be, adversely
    affected by conditions in the U.S. financial markets and
    economic conditions generally.
   6




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and/or
  Our acquisitions may result in disruptions in our business
    and diversion of managements attention.
    Our business is subject to risks associated with
    geographic market concentration.
    Our business operations are subject to regulatory
    uncertainties which may affect our ability to acquire additional
    nightclubs, remain in operation or be profitable.
    and/or
 7




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There is substantial competition in the nightclub
    entertainment industry, which may affect our ability to operate
    profitably or acquire additional nightclubs.
    If we are unable to effectively promote our brands and
    establish a leading position in the marketplace, our business
    may fail.
  ® ® ®
  Our failure to protect our brand may undermine our
    competitive position, and litigation to protect our brands or
    defend against third-party allegations of infringement may be
    costly.
    Our business is dependent upon management and employees
    for continuing operations and expansion.
  and/or
 8




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Troy Lowrie, our Chairman of the Board and CEO, may have
    potential conflicts of interest with the Company, which may
    adversely affect our business. He beneficially owns a
    significant number of shares of our common stock, which will
    have an impact on all major decisions on which our stockholders
    may vote and which may discourage an acquisition of our
    Company.
        
    Election of our Directors;
    Amendment of our organizational documents;
    Merger of our Company or the sale of our assets or other
    corporate transaction; and
    Control of the outcome of any other matter submitted to the
    stockholders for vote.    We must comply with all licenses and permits relating to
    the sale of alcohol.
   9




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Activities or conduct at our nightclubs may cause us to
    lose necessary business licenses, expose us to liability, or
    result in adverse publicity, which may increase our costs,
    divert managements attention from our business and cause
    our stockholders to lose confidence in us, thereby lowering our
    profitability and our stock price.
      Our industry is viewed negatively by many for moral,
    religious and other reasons and, therefore, the market for our
    securities is smaller than for other securities and an investor
    may find it hard to sell our securities.
    Our business plan and proposed strategy has not been
    independently evaluated.
    We may be subject to uninsured risks which, if realized,
    could expose us to money damages, which we may be unable to
    pay.
   10




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Provisions in our Bylaws provide for indemnification of
    officers and Directors, which could require us to direct funds
    away from our business.
    We could use the issuance of additional shares of our
    authorized stock to deter a change in control.
    We have entered into employment agreements with Troy
    Lowrie and Micheal Ocello that contain features that may
    discourage a change of control.
         11




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We must meet the NASDAQ Global Market continued listing
    requirements or we risk delisting, which may decrease our stock
    price and make it harder for holders of our securities to trade
    in them.
    Form 10-K,
    Until our Board of Directors and Audit Committee are in
    compliance with the NASDAQ independence requirements, there is a
    risk that our stockholders and investors may lose confidence in
    our ability to manage our business in a manner consistent with
    the best interest of our stockholders.
       12




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Securities analysts may not initiate coverage or continue
    to cover our common stock, and this may have a negative impact
    on our common stocks market price.
    In the past, we have raised substantial amounts of capital
    in private placements, and if we fail to comply with the
    applicable securities laws, ensuing rescission rights or
    lawsuits would severely damage our financial position.
    The application of the penny stock rules could
    adversely affect the market price of our common stock and
    increase the transaction costs to sell those shares.
    Because we do not intend to pay any dividends on our
    common stock, purchases of our common stock may not be suited
    for investors seeking dividend income.
    Future sales of our common stock may depress our stock
    price. A significant amount of common stock is subject to
    issuance upon exercise of securities to purchase common stock.
    The exercise and sale of these financial instruments could
    depress the market price of our common stock.
   13




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Ownership could be diluted by future issuances of our
    stock, options, warrants or other securities.
    There is a limited public trading market for our common
    stock.
    Our stock price has been volatile and may fluctuate in the
    future.
    
    Our performance and prospects;
    The depth and liquidity of the market for our securities;
    Sales by selling stockholders of shares issued or issuable in
    connection with our private placements;
    Investor perception of us and the industry in which we operate;
    Changes in earnings estimates or buy/sell recommendations by
    analysts;
    General financial and other market conditions; and
    Domestic and international economic conditions.    If we fail to implement effective internal controls
    required by the Sarbanes-Oxley Act of 2002, to remedy any
    material weaknesses in our internal controls that we may
    identify, or to obtain the attestation required by
    Section 404 of the Sarbanes-Oxley Act of 2002, such failure
    could result in material misstatements in our financial
    statements, cause investors to lose confidence in our reported
    financial information and have a negative effect on the trading
    price of our common stock.
 14




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Form 10-K
      Other Risk Factors May Adversely Affect Our Financial
    Performance.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  Corporate
    Office
   15




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Additional
    Office Location
    Our
    Nightclubs
      Name/Club Ownership

Lease InformationPTs®

    Brooklyn
    Platinum of Illinois, Incorporated
    Acq. Date: 5/1/2002
    Location: Brooklyn, IL
    Sq. Ft.: 9,000
    Building Owned by VCG: Yes

An Illinois corporation and wholly-owned subsidiary of VCG.PTs®

    Showclub
    Indy Restaurant Concepts, Inc.
    Acq. Date: 6/30/02
    Location: Indianapolis, IN
    Sq. Ft.: 9,200
    Building Owned by VCG: Yes

An Indiana corporation and wholly-owned subsidiary of VCG. VCG
    Real Estate leases a portion of the building that is not used by
    the nightclub operation to an unaffiliated third party.PTs®

    All Nude
    VCG Restaurants Denver, Inc.
    Acq. Date: 6/30/04
    Location: Denver, CO
    Sq. Ft.: 8,000
    Building Owned by VCG: No

A Colorado corporation and wholly-owned subsidiary of VCG. The
    building is leased from an unaffiliated third party currently
    for $14,500 per month. The lease term expires on
    January 31, 2010 and has an additional five year option
    until 2015. The base rent will be adjusted in February 2010 by
    the percentage increases in the Consumer Price Index for the
    month of February 2005 and the Consumer Price Index for the
    month of February 2010. And for each subsequent lease year
    during the option period commencing February 1, 2011 and
    every February 1 by the percentage increase in the Consumer
    Price Index for the month of February immediately preceding the
    adjustment date and the Consumer Price Index for the month of
    February for the year preceding the adjustment date.The Penthouse
    Club®

    Glendale Restaurant Concepts, LP
    Acq. Date: 6/30/04
    Location: Glendale, CO
    Sq. Ft.: 9,600
    Building Owned by VCG: No

A Colorado limited partnership and 98% owned subsidiary of VCG,
    including the 1% general partnership interest. The building is
    leased from Lowrie LLLP, controlled by our Chairman of the Board
    and CEO, Troy Lowrie, currently for $12,000 per month. The lease
    term expires September 2014 and has three options to extend that
    expire July 2029. The base rent adjusts every five years. The
    rent from years one to five is $12,000 per month, years six to
    ten is $13,500 per month, years eleven to fifteen (option
    1) is $15,000 per month, years sixteen to twenty (option
    2) is $16,500 per month and years twenty one to twenty five
    (option 3) is $18,000 per month.PTs®

    Showclub Appaloosa
    VCG CO Springs, Inc.
    Acq. Date: 10/2/06
    Location: Colorado Springs, CO
    Sq. Ft.: 9,500
    Building Owned by VCG: No

A Colorado corporation and wholly-owned subsidiary of VCG. The
    building is leased from an unaffiliated third party for $10,000
    per month. The lease term expires on October 1, 2016 and
    has two options to extend that expire October 2026. The base
    rent adjusts every five years. The rent from years one to five
    is $10,000 per month, years six to ten is $10,500 per month,
    years eleven to fifteen (option 1) is $12,000 per month and
    years sixteen to twenty (option 2) is $13,500 per month. 16




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Name/Club Ownership

Lease InformationDiamond
    Cabaret®

    Glenarm Restaurant, LLC
    Acq. Date: 10/8/04
    Location: Denver, CO
    Sq. Ft.: 36,000
    Building Owned by VCG: No

A Colorado limited liability company and 90% owned subsidiary of
    VCG. The building is leased from an unaffiliated third party for
    $40,000 per month. The lease term expires in October 2014 and
    has three options to extend that expire October 2029. The base
    rent adjusts every five years. The rent from years one to five
    is $40,000 per month, years six to ten is $45,000 per month,
    years eleven to fifteen (option 1) is $50,000 per month and
    years sixteen to twenty (option 2) is $55,000 per month and
    years twenty one to twenty five (option 3) is $60,000.The Phoenix Club
    Epicurean Enterprises, LLC
    Acq. Date: 11/2/04
    Location: Phoenix, AZ
    Sq. Ft.: 14,000
    Building Owned by VCG: Yes

A previously-owned subsidiary of VCG. The nightclub was sold in
    January 2007. The Company owns the building and leases it to an
    unrelated third party, and purchaser of the nightclub
    operations, for $20,000 per month. The lease term expires
    January 2012 and has three options to extend that expire January
    2027. The rent from years one to five is $20,000 per month,
    years six to ten (option 1) is $20,000 per month, years
    eleven to fifteen (option 2) is $25,000 per month and years
    sixteen to twenty (option 3) is $25,000 per month. The
    lessee defaulted on this lease agreement in August 2008 and the
    Company has fully reserved the uncollected rent payments and
    property taxes as of December 31, 2008. The lessee has
    personally guaranteed the lease, but the Company expects to file
    a court action to enforce the lease and collect back-due rent
    payments and property taxes.PTs®

    Show Club
    Denver Restaurant Concepts, LP
    Acq. Date: 1/29/06
    Location: Denver, CO
    Sq. Ft.: 20,720
    Building Owned by VCG: No

A Colorado limited partnership and 98% owned subsidiary of VCG.
    The building is leased from Lowrie LLLP, controlled by our
    Chairman of the Board and CEO, Troy Lowrie, currently for
    $15,000 per month. This square footage includes nightclub,
    office and storage space. The lease term expires December 2015
    and has three options to extend that expire December 2029. The
    base rent adjusts every five years. The rent from years one to
    five is $15,000 per month, years six to ten is $17,500 per
    month, years eleven to fifteen (option 1) is $20,000 per
    month, years sixteen to twenty (option 2) is $22,500 per
    month and years twenty one to twenty five (option 3) is
    $25,000.Roxys
    RCC LP
    Acq. Date: 1/18/07
    Location: Brooklyn, IL
    Sq. Ft.: 4,400
    Building Owned by VCG: No

An Illinois limited partnership and 88% subsidiary of VCG.
    The building is leased from an unaffiliated third party for
    $5,000 per month. The lease term expires February 1, 2017
    and has two options to extend that expire February 1, 2027.
    The base rent never changes, but the rent amount fluctuates
    monthly based on sales.PTs®

    Showclub
    Kentucky Restaurant Concepts, Inc.
    Acq. Date: 1/1/07
    Location: Louisville, KY
    Sq. Ft.: 23,000
    Building Owned by VCG: No

A Kentucky corporation and 100% owned subsidiary of VCG. The
    building is leased from Lowrie LLLP, controlled by our Chairman
    of the Board and CEO, Troy Lowrie, currently for $7,500 per
    month. The lease term expires December 31, 2017 and has
    three five year options to extend that expire December 31,
    2032. The base rent adjusts every five years. The rent from
    years one to five is $7,500 per month, years six to ten is
    $8,750 per month, years eleven to fifteen (option 1) is
    $10,000 per month, years sixteen to twenty (option 2) is
    $11,250 per month and years twenty one to twenty five (option
    3) is $12,000.PTs®

    Showclub
    Cardinal Management LP
    Acq. Date: 2/5/07
    Location: Centreville, IL
    Sq. Ft.: 5,700
    Building Owned by VCG: No

An Illinois limited partnership and 83% owned subsidiary of VCG.
    The building is leased from an unaffiliated third party for
    $5,000 per month. The lease term expires on February 1,
    2017 and has two options to extend that expire February 1,
    2027. The base rent never changes, but the rent amount
    fluctuates monthly based on sales. 17




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Name/Club Ownership

Lease InformationPTs®

    Sports Cabaret
    MRC LP
    Acq. Date: 2/9/07
    Location: Sauget, IL
    Sq. Ft.: 9,700
    Building Owned by VCG: No

An Illinois limited partnership and 100% owned subsidiary of
    VCG. The building is leased from an unaffiliated third party for
    $20,000 per month. The lease term expires on March 1, 2017
    and has two options to extend that expire March 1, 2027.
    The base rent never changes, but the rent amount fluctuates
    monthly based on sales.The Penthouse
    Club®

    IRC LP
    Acq. Date: 2/7/07
    Location: Sauget, IL
    Sq. Ft.: 19,385
    Building Owned by VCG: No

An Illinois limited partnership and a 90% owned subsidiary of
    VCG. The building is leased from an unaffiliated third party for
    $25,000 per month. The lease term expires on March 1, 2017
    and has two options to extend that expire March 1, 2027.
    The base rent never changes, but the rent amount fluctuates
    monthly based on sales.The Mens
    Club®

    Raleigh Restaurant Concepts, Inc.
    Acq. Date: 4/16/07
    Location: Raleigh, NC
    Sq. Ft.: 21,200
    Building Owned by VCG: No

A North Carolina corporation and wholly-owned subsidiary of VCG.
    The building is leased from an unaffiliated third party
    currently for $6,000 per month. This lease has options to renew
    for ten consecutive renewal terms of five years each that expire
    January 31, 2062. The base rent adjusts every five years by
    $250 after January 1, 2017 with a maximum of $8,250 per
    month. The Company also has a separate lease for the parking
    premises currently for $19,750 per month. This lease expires
    January 31, 2012 and has ten consecutive renewal terms of
    five years each that expire on January 31, 2062. The base
    rent adjusts on every renewal term by $500 with a maximum of
    $45,750.Schieks Palace Royale
    Classic Affairs, Inc.
    Acq. Date: 5/30/07
    Location: Minneapolis, MN
    Sq. Ft.: 11,600
    Building Owned by VCG: No

Minnesota corporation and wholly-owned subsidiary of VCG. The
    building is leased from an unaffiliated third party currently
    for $25,000 per month. The building lease term expires on
    June 29, 2012 and has three five year options to extend
    that expire July 1, 2027. The base rent adjusts every five
    years. The rent from years one to five years is $25,000 per
    month, years six to ten (option 1) is $27,750 per month,
    years eleven to fifteen (option 2) is $30,000 per month and
    years sixteen to twenty (option 3) is $33,000 per month.PTs®

    Showclub
    Kenkev II, Inc.
    Acq. Date: 9/14/07
    Location: Portland, ME
    Sq. Ft.: 13,000
    Building Owned by VCG: No

A Maine corporation and wholly-owned subsidiary of VCG. The
    building is leased from an unaffiliated third party currently
    for $14,750 per month. The lease term expires on
    September 30, 2032 and has two options to extend that
    expire September 30, 2042. The base rent adjusts every year
    by 3% after the first year of the lease.Jaguars Gold Club
    Golden Productions JGC
    Fort Worth LLC
    Acq. Date: 9/17/07
    Location: Fort Worth, TX
    Sq. Ft.: 10,000
    Building Owned by VCG: No

A Texas limited liability company and wholly-owned subsidiary of
    VCG. The building is owned by the nightclub but the land is
    leased from an unaffiliated third party currently for $20,000
    per month. The lease term expires on September 30, 2012 and
    has four five year options to extend that expire
    September 30, 2032. The base rent adjusts every option
    period by 10% over the prior terms rental obligation.PTs®

    Showclub
    Kenja II, Inc.
    Acq. Date: 10/29/07
    Location: Miami, FL
    Sq. Ft.: 7,600
    Building Owned by VCG: No

A Florida corporation and wholly-owned subsidiary of VCG. The
    building is leased from an unaffiliated third party currently
    for $10,000 per month. The lease term expires on
    November 1, 2032 and has two options to extend that expire
    November 1, 2042. The base rent adjusts every year by 3%
    after the first year of the lease. 18




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Name/Club Ownership

Lease InformationLaBoheme Gentlemens Club
    Stout Restaurant Concepts, Inc.
    Acq. Date: 12/21/07
    Location: Denver, CO
    Sq. Ft.: 6,200
    Building Owned by VCG: No

A Colorado corporation and wholly-owned subsidiary of VCG. The
    building is leased from an unaffiliated third party currently
    for $17,000 per month. The lease term expires on
    September 1, 2016. The base rent adjusts every three years.
    The rent from years one to four is $17,000 per month, years five
    to seven is $20,000 per month and years eight to nine is $21,000
    per month.Jaguars Gold Club
    Manana Entertainment, Inc.
    Acq. Date: 4/14/08
    Location: Dallas, TX
    Sq. Ft.: 12,500
    Building Owned by VCG: No

A Texas limited liability company and wholly-owned subsidiary of
    VCG. The building is owned by the nightclub but the land is
    leased from an unaffiliated third party for $25,000 per month.
    The lease term expires on April 14, 2012 and has four five
    year options to extend that expire April 2032. The base rent
    adjusts every option period by 10% over the prior terms
    rental obligation.Imperial Showgirls Gentlemens Club
    VCG-IS, LLC
    Acq. Date: 7/28/08
    Location: Anaheim, CA
    Sq. Ft.: 8,148
    Building Owned by VCG: No

A California corporation and wholly-owned subsidiary of VCG. The
    building is leased from an unaffiliated third party currently
    for $8,000 per month. The lease term expires on
    September 1, 2010 and has four five year options to extend
    that expire September 1, 2025. The base rent adjusts by
    $500 every five years with a maximum of $9,500 per month.   Item 3.Legal Proceedings
  Thee
    Dollhouse Productions Litigation
      and/or
   19




---



##### Table of Contents



Zajkowski,
    et. al. vs VCG and Classic Affairs Litigation
      Texas
    Patron Tax Litigation
    Adventure
    Plus Enterprises, Inc. (Adventure) v. Gold
    Suit, et.al. Litigation
   20




---



##### Table of Contents



Department
    of Labor Review
      Item 4.
    Submission
    of Matters to a Vote of Security Holders   21




---



##### Table of Contents



PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
      2008


2007


2006Three Months Ended

High


Low


High


Low


High


LowMarch 31

$
13.90


$
5.95


$
12.65


$
4.90


$
1.50


$
0.90June 30

$
6.70


$
3.60


$
10.60


$
6.81


$
1.54


$
0.90September 30

$
4.03


$
2.80


$
9.28


$
5.15


$
2.65


$
1.10December 31

$
3.35


$
1.24


$
15.00


$
7.45


$
5.35


$
2.00     Holders
    Dividends
    Recent
    Sales of Unregistered Securities
             22




---



##### Table of Contents



Equity
    Compensation Plan Information
  Form 10-K.
  Transfer
    Agent and Registrar
    Repurchases
    of Equity Securities of the Issuer
   23




---



##### Table of Contents



Maximum Number(or ApproximateTotal Number of


Dollar Value) ofShares Purchased


Shares that Mayas Part of


Yet BeTotal Number of





Publicly


Purchased underShares


Average Price


Announced Plans


the Plans orPeriod

Purchased(1)


Paid per Share


or Programs(1)


ProgramsOctober 1 to 31, 2008


225,045(2
)

$
2.61



225,045(2
)


1,334,955 shares
    or $9,154,616November 1 to 30, 2008


49,000


$
1.90



49,000



1,285,955 shares
    or $9,061,668December 1 to 31, 2008


52,979


$
1.34



52,979



1,232,976 shares
    or $8,989,426Total


327,024


$
2.30



327,024



1,232,976 shares
    or $8,989,426     (1)
    
    Unless noted, the Company made all repurchases in the open
    market.(2)
    
    Of these repurchases, the Company purchased 100,045 shares
    of common stock in the open market and 125,000 shares of
    common stock in a private transaction.  Item 6.
    Selected
    Financial Data  Form 10-K.
  Description

2008


2007


2006


2005


2004(Restated  Note 2)Revenue (in thousands)

$
57,693


$
39,617


$
16,115


$
15,854


$
12,220Net (loss)/income (in thousands)

$
(30,711
)

$
5,419


$
237


$
(1,271
)

$
(2,122
)Basic (loss)/income per common share

$
(1.71
)

$
.33


$
.03


$
(.15
)

$
(.26
)Weighted average number of shares outstanding


17,925,132



16,623,213



9,128,985



8,477,571



8,121,107Total assets (in thousands)

$
75,626


$
103,720


$
35,080


$
27,859


$
29,157Total stockholders equity (in thousands)

$
24,826


$
53,988


$
12,796


$
3,044


$
3,541   Form 10-K
 24




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statement Disclaimer
  Form 10-K. Form 10-K.
  Restatements
    of 2007 Annual Financial Statements and 2008 Quarterly Financial
    Statements
  Form 10-K Form 10-K
  and/or
    Form 10-K, Form 10-Q
  Overview
   25




---



##### Table of Contents



Critical
    Accounting Policies
  Basis
    of Consolidation
    Use of
    Estimates
    Assignment
    of Fair Values upon Acquisition of Licenses, Goodwill and Other
    Intangibles
  Business
    Combinations Goodwill and Other Intangibles,
      Testing
    for Impairment of Intangible Assets
     26




---



##### Table of Contents



Impairment
    of Real Estate
  Impairment of Assets
  Other
    Receivables
    Revenue
    Recognition
        Effects
    of Inflation
    Off-Balance
    Sheet Arrangements
   27




---



##### Table of Contents



Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Revenues
      Cost
    of Goods Sold
    Salaries
    and Wages
    
    An increase from 795 tipped minimum wage nightclub employees at
    December 31, 2007 to 890 nightclub employees at
    December 31, 2008. This increase is directly related to
    nightclub acquisitions;
    An increase in the federal and state minimum wages ranging from
    $0.17 to $0.70 per hour from 2007 to 2008; and
    A company-wide mandate that employees claim all the tips they
    receive, resulting in an increase in payroll taxes.       28




---



##### Table of Contents



Other
    General and Administrative Expenses
      Accounting for Leases
           29




---



##### Table of Contents



Dallas/Ft. Worth
      Depreciation
    and Amortization
      Interest
    Expense
   30




---



##### Table of Contents



Interest
    Income
    Loss
    on Sale of Assets
    Liquidity
    and Capital Resources
    Working
    Capital
           31




---



##### Table of Contents



Capital
    Resources
           32




---



##### Table of Contents



December 31,2007(Restated 2008


Note 2)Net Income (loss)

$
(30,711
)

$
5,419Add back:Depreciation


1,678



1,030Amortization of covenants not-to-compete


21



Amortization of leasehold rights and liabilities, net


(192
)


(100
)Interest expense


3,761



2,440Total income taxes


(11,102
)


1,250EBITDA before non-cash impairment charges

$
(36,545
)

$
10,039Add back:Total non-cash impairment charges


48,006



EBITDA excluding non-cash impairment charges

$
11,461


$
10,039     Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodTotal


2009


2010


2011


2012


2013


ThereafterLong-term debt

$
36,458


$
3,626


$
13,587


$
13,544


$
2,613


$
1,434


$
1,654Interest payments


8,031



3,274



2,341



1,685



331



168



232Capital leases


19



10



9















Operating leases


107,565



3,618



3,674



3,691



3,828



3,853



88,901  33




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Report of
    Independent Registered Public Accounting Firm
             /s/ Causey Demgen & Moore Inc.
   34




---



##### Table of Contents



VCG
    Holding Corp.
  Consolidated
    Balance Sheets
 (Dollar
    amounts in thousands)
  December 31,2008


2007(Restated  Note 2)AssetsCurrent AssetsCash and cash equivalents (including $250 of restricted cash in
    2007)

$
2,210


$
2,979Assets held for sale


107



373Other receivables


25



182Income taxes receivable


276



272Inventories


949



965Prepaid expenses


282



276Current portion of deferred income tax asset


171



Total Current Assets


4,020



5,047Property and equipment, net


25,738



24,717Deferred income tax asset (non-current)


4,069



Non-compete agreements


41



52License


36,413



53,317Goodwill


2,453



17,622Favorable lease rights


1,705



1,533Trade names


619



578Other long-term assets


568



854Total Assets

$
75,626


$
103,720Liabilities and Stockholders EquityCurrent LiabilitiesAccounts payable  trade

$
848


$
764Accrued expenses


2,257



1,647Deferred revenue


109



150Current portion of unfavorable lease liabilities


278



262Current portion of capitalized lease


10



9Current portion of long-term debt


2,602



8,386Current portion of long-term debt, related party


1,024



948Total current liabilities


7,128



12,166Long-term LiabilitiesDeferred income tax liability






7,076Deferred rent


845



Unfavorable lease liabilities, net of current portion


6,426



5,322Capital lease, net of current portion


9



19Long-term debt, net of current portion


25,749



15,695Long-term debt, related party


7,083



5,791Total long-term liabilities


40,112



33,903Commitments and contingent liabilities (Note 12)Minority Interest


3,560



3,663Stockholders EquityRedeemable Preferred Stock, none issued and outstanding






Common StockCommon stock $.0001 par value; 50,000,000 shares
    authorized; 17,755,378 (2008) and 17,723,975
    (2007) shares issued and outstanding


2



2Additional paid-in capital


52,557



51,008Retained earnings (accumulated deficit)


(27,733
)


2,978Total stockholders equity


24,826



53,988Total Liabilities and Stockholders Equity

$
75,626


$
103,720   The accompanying notes are integral
    part of the financial statements.
 35




---



##### Table of Contents



VCG
    Holding Corp.
    Consolidated Statements of Operations
    For the years ended
    (Dollar amounts in thousands except 
    earnings per share)
  December 31,2008


2007(Restated  Note 2)RevenuesSales of alcoholic beverages

$
26,242


$
19,248Sales of food and merchandise


2,503



2,282Service revenue


25,568



13,997Management fees and other income


3,380



4,090Total revenues


57,693



39,617Operating ExpensesCost of goods sold


6,980



5,414Salaries and wages


13,461



8,899Other general and administrativeTaxes and permits


2,894



1,527Charge card and bank fees


869



480Rent


5,798



3,764Legal fees


1,101



673Other professional fees


2,788



1,495Advertising and marketing


2,921



1,859Insurance


1,712



1,042Utilities


1,104



652Repairs and maintenance


1,022



631Other


4,778



3,193Impairment of building and land


1,961



Impairment of indefinite-lived intangible assets


27,324



Impairment of goodwill


18,721



Depreciation and amortization


1,699



1,030Total operating expenses


95,133



30,659Income (loss) from operations


(37,440
)


8,958Other income (expenses)Interest expense


(3,761
)


(2,440
)Interest income


23



326(Loss) gain on sale of assets


(206
)


190Realized loss on sale of marketable securities






(91
)Total other expenses


(3,944
)


(2,015
)Income (loss) from continuing operations before income
    taxes


(41,384
)


6,943Income taxesIncome tax expense  current


730



Income tax expense (benefit)  deferred


(11,832
)


1,250Total income taxes


(11,102
)


1,250Minority interest expense


(429
)


(251
)Income (loss) from continuing operations


(30,711
)


5,442(Loss) from discontinued operations


-



(23
)Net income (loss)

$
(30,711
)

$
5,419Earnings per shareBasic income (loss) per common shareIncome (loss) from continuing operations

$
(1.71
)

$
0.33Loss from discontinued operations






Net income (loss)

$
(1.71
)

$
0.33Fully diluted income per common shareIncome (loss) from continuing operations

$
(1.69
)

$
0.32Loss from discontinued operations






Net income (loss)

$
(1.69
)

$
0.32Weighted average shares outstanding


17,925,132



16,623,213Fully diluted weighted average shares outstanding


18,146,949



17,012,983   The accompanying notes are integral
    part of the financial statements.
 36




---



##### Table of Contents



VCG
    Holding Corp.
    Consolidated Statements of Stockholders Equity
    For the years ended December 31, 2008 and 2007
    (In thousands)
  RetainedAdditional


Earnings


TotalCommon Stock


Paid-in


(Accumulated


StockholdersShares


Amount


Capital


deficit)


Equity(2007


(2007


(2007


(2007


(2007Restated  Note 2)


Restated  Note 2)


Restated  Note 2)


Restated  Note 2)


Restated  Note 2)Balances, December 31, 2006


12,645


$
2


$
15,235


$
(2,441
)

$
12,796Sale of common stock for cash


3,000







20,400







20,400Conversion of long-term debt to common stock


750







10,000







10,000Common stock issued for acquisitions of businesses


1,048







6,302







6,302Cancel common stock for partial payment on sale of Epicurean
    Enterprises


(300
)






(2,370
)






(2,370
)Conversion of preferred stock to common stock


89







325







325Exercise of warrants


330







1,008







1,008Exercise of cashless warrants


162







(0
)






0Issue common stock for services


40







367







367Repurchase of common stock


(40
)






(257
)






(257
)Amortize warrants for services










122







122Amortize deferred offering costs










(124
)






(124
)Restated net income for year ended December 31, 2007














5,419



5,419Restated Balances, December 31, 2007


17,724



2



51,008



2,978



53,988Issue common stock for services


184







1,487







1,487Issue common stock for loan fee


7







36







36Exercise of warrants


167







459







459Repurchase of common stock


(327
)






(753
)






(753
)Stock-based compensation










234







234Amortize warrants for services










123







123Amortize deferred offering costs










(37
)






(37
)Net loss for year ended December 31, 2008














(30,711
)


(30,711
)Balances, December 31, 2008


17,755


$
2


$
52,557


$
(27,733
)

$
24,826   The accompanying notes are integral
    part of the financial statements.
 37




---



##### Table of Contents



VCG
    Holding Corp.
    Consolidated Statements of Cash Flows
    For the years ended
    (In thousands)
  20072008


(Restated  Note 2)Operating ActivitiesNet income (loss)

$
(30,711
)

$
5,419Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Impairment of goodwill


18,721



Impairment of indefinite life intangible assets


27,324



Impairment of building and land


1,961



Depreciation and amortization


1,678



1,030Amortization of lease rights and lease liabilities


(192
)


(100
)Amortization of covenant not to compete agreements


21



Amortization of loan fees


448



132Stock-based compensation expense


421



150Issuance of common stock for services


1,422



339Deferred income tax expense (benefit)


(11,831
)


1,250Minority interest expense


427



251(Gain) loss on disposition of assets


216



(99
)Accrued interest added to long-term debt


181



Changes in operating assets and liabilities:Income taxes and other receivables


152



69Inventories


20



(76
)Prepaid expenses


(6
)


(2
)Accounts payable and accrued expenses


694



825Deferred revenue


(41
)


109Deferred rent


845



Net cash provided by operating activities


11,750



9,297Investing ActivitiesInvestments






259Acquisitions of businesses, net of cash acquired


(9,670
)


(40,639
)Additions to property and equipment


(1,321
)


(998
)Deposits


(206
)


56Purchase of assets held for resale


(128
)


(930
)Proceeds from sale of assets


243



763Net cash used by investing activities


(11,082
)


(41,489
)Financing ActivitiesLoan fees paid


(268
)


(392
)Payment on capitalized leases


(9
)


(950
)Proceeds from long-term debt


16,149



25,225Payments on debt


(16,486
)


(11,300
)Offering costs






(129
)Proceeds from stock issuances






20,400Distributions to minority interests


(529
)


(445
)Repurchase of stock


(753
)


(257
)Proceeds from exercise of warrants


459



1,008Net cash provided (used) by financing activities


(1,437
)


33,160Net increase (decrease) in cash


(769
)


968Cash and cash equivalents beginning of year


2,979



2,011Cash end of year

$
2,210


$
2,979Supplemental cash flow information:Income taxes paid

$
822


$
Interest paid

$
3,109


$
2,315Non-cash acquisition activities:Fair value of assets acquired, net of cash acquired

$
17,558


$
66,781Fair value of liabilities assumed


(2,095
)


(12,439
)Issuance of notes payable for acquisitions


(5,793
)


(7,400
)Issuance of common stock for acquisitions






(6,303
)Cash paid to purchase business

$
9,670


$
40,639Other non-cash investing and financing activities:Conversion of debt to common stock

$



$
10,000Conversion of preferred stock to common stock

$



$
325Cancellation of common stock for sale of Epicurean

$



$
(2,370
)Amortization of deferred offering costs

$
37


$
124Issuance of common stock for loan fees

$
36


$
   The accompanying notes are integral
    part of the financial statements.
 38




---



##### 



VCG
    Holding Corp.
  Notes to
    Consolidated Financial Statements
 Index
   
 Note1.


Organization


392.


Restatement of 2007 Annual Financial
    Statements and 2008 Quarterly Financial Statements


393.


Summary of Significant Accounting
    Policies


394.


Acquisitions


465.


Property and Equipment


526.


Intangible Assets


527.


Other Long Term Assets


538.


Accrued Expenses


549.


Long Term Debt


5410.


Income Taxes


5711.


Stockholders Equity


5812.


Commitments and Contingencies


6113.


Discontinued Operations


6514.


2008 Quarterly Restatements


6615.


Subsequent Events


71   39




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial Statements
  1)
    Organization    2)
    Restatement
    of 2007 Annual Financial Statements and 2008 Quarterly Financial
    Statements  Form 10-K Form 10-K
      Form 10-K, Form 10-Q
  3)
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
   40




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Cash
    and Cash Equivalents
    Assets
    Held for Sale
    Other
    Receivables
    Income
    Tax Receivable
    Inventories
  first-in,
  Prepaid
    Expenses
    Property
    and Equipment
    YearsBuildings

39Leasehold improvements

The shorter of useful life or lease termEquipment

3  10Vehicles

5Signs

10Furniture and Fixtures

3  7    41




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Deposits
    Goodwill
  Business Combinations Goodwill and Other Intangible
    Assets
  Intangible
    Assets
      Favorable
    Lease Rights and Unfavorable Lease Liabilities
    Deferred
    Revenue
    Deferred
    Rent
  Accounting for
    Leases
  Revenue
    Recognition
   42




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Advertising
    Cost
    Stock-based
    Compensation
  Share-Based Payment
  Income
    Taxes
  Accounting for Income
    Taxes
  Earnings
    per Share
    Earnings per
    share
 43




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2008


2007Basic weighted average shares outstanding


17,925,132



16,623,213Effect of dilutive securities:Stock warrants


221,817



389,770Stock options






Dilutive weighted average shares outstanding


18,146,949



17,012,983     Fair
    Value of Financial Instruments
    Recently
    Issued Accounting Pronouncements
  Fair Value
    Measurements
  The Fair Value Option for Financial Assets and
    Financial Liabilities
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB
    No. 51
 44




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  No. 142-3, Determination of the Useful Life of Intangible
    Assets No. 142-3). No. 142-3 Goodwill and Other Intangible Assets No. 142-3 No. 142-3
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash Upon Conversion (Including Partial Cash
    Settlement) APB 14-1), 14-1 14-1 14-1
  No. FAS 157-3, Determining the Fair Value of a Financial Asset When
    the Market for That Asset is Not Active No. 157-3 No. 157-3 No. 157-3
  Share-Based Payment and/or
 45




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Consolidation
    of Variable Interest Entities
  th th th th th
    
    4th Street

    is a variable interest entity,
    The Companys General Partner interest is considered to be
    a variable interest,
    The Company is the Primary Beneficiary; and
    Therefore, the Company includes
    4th

    Street in its consolidated financial statements.    Reclassifications
    4)
    Acquisitions     46




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  ®
  Cash

$
95Other current assets


5Inventory


26Property and equipment


349Goodwill


453Licenses


5,359Unfavorable lease right


(290
)Liabilities assumed


(111
)Minority Interest


(31
)Purchase price

$
5,855     ®
  Cash

$
79Other current assets


38Inventory


10Property and equipment


233Deposits and other assets


15Goodwill


230Licenses


3,584Favorable lease right


390Liabilities assumed


(81
)Purchase price

$
4,498       ®
  ® ®
  47




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Seller % Interest

RCC


Cardinal


MRC


IRC


TotalLowrie LLLP  1% GP and 87% LPCash

$
800,000














$
800,000Common stock (50,000 shares)


395,300















395,300Third party LP6%  Cash


84,000















84,00020%  Common stock (38,235 shares)


302,287















302,287Lowrie LLLP 1% GP and 82%





$
300,000











300,000Common stock (50,000 shares)






429,100











429,100Third party LP  15.5% for cash






153,000











153,000Lowrie LLLP 1% GP and 99% LP8.5% promissory note









$
3,200,000







3,200,000Common stock (50,000 shares)










458,900







458,900Lowrie LLLP 1% GP and 89% LP8.5% promissory note













$
4,200,000



4,200,000Common stock (50,000 shares)














437,800



437,800Third party LP  2% for cash














90,000



90,000Debt assumed from seller














481,008



481,008Direct acquisition costs


15,004



53,398



16,472



18,335



103,209Total

$
1,596,591


$
935,498


$
3,675,372


$
5,227,143


$
11,434,604     RCC


Cardinal


MRC


IRC


TotalCash

$
44


$
28


$
69


$
104


$
245Other current assets


11



8



6



26



51Inventory


9



8



16



49



82Property and equipment


56



118



192



1,180



1,546Other assets


2







3



4



9Licenses


1,116



588



3,236



3,931



8,871Trade name


77















77Favorable leasehold interest


210



160











370Goodwill


130



108



1,087



1,356



2,681Liabilities assumed


(33
)


(34
)


(94
)


(752
)


(913
)Unfavorable leasehold interest










(840
)


(610
)


(1,450
)Minority interest


(25
)


(49
)






(61
)


(135
)$
1,597


$
935


$
3,675


$
5,227


$
11,434     ®
 48




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Inventory

$
50Property and equipment


4,000Goodwill


1,676Trade name


Licenses


7,209Unfavorable lease right


(1,340
)Purchase price

$
11,595       Cash

$
30Inventory


28Property and equipment


282Goodwill


3,514Trade name


277Licenses


5,915Unfavorable lease right


(750
)Deferred income taxes


(2,249
)Purchase price

$
7,047     ®
  Inventory

$
40Property and equipment


120Goodwill


2,157Licenses


4,330Non-compete agreement


18Unfavorable lease right


(320
)Deferred income taxes


(1,643
)Purchase price

$
4,702      49




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Cash

$
10Property and equipment


2,129Deposits and other assets


29Goodwill


1,649Licenses


1,535Non-compete agreement


4Unfavorable lease right


(1,520
)Purchase price

$
3,836     ®
  Cash

$
58Other current assets


31Inventory


63Property and equipment


1,147Goodwill


2,779Licenses


4,527Non-compete agreement


12Favorable lease right


810Deferred income taxes


(2,122
)Purchase price

$
7,305       Cash

$
20Inventory


45Property and equipment


283Goodwill


253Trade name


224Licenses


4,429Non-compete agreement


18Unfavorable lease right


(50
)Purchase price

$
5,222    50




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Cash

$
32Inventory


5Property and equipment


3,166Deposits and other assets


25Goodwill


2,259Licenses


3,501Non-compete agreement


8Unfavorable lease right


(1,390
)Deferred income taxes


(705
)Purchase price

$
6,901       Property and equipment

$
161Deposits and other assets


7Goodwill


380Trade name


276Licenses


6,546Favorable lease right


250Purchase price

$
7,620       December 31Pro forma

2008


2007Revenue

$
59,816


$
53,228Net income (loss)


(29,800
)


9,086Earnings per shareBasic

$
(1.66
)

$
.55Diluted

$
(1.64
)

$
.53  51




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5)
    Property
    and Equipment    December 31,2008


2007(Restated)Land

$
857


$
857Buildings


14,075



13,222Leasehold Improvements


10,646



9,719Equipment


2,471



2,041Vehicles


138



Signs


269



312Furniture and fixtures


1,918



1,51830,374



27,669Less accumulated depreciation


4,636



2,952Property and equipment, net

$
25,738


$
24,717     Impairment of Assets
 6)  Intangible
    Assets    December 31, 2007December 31, 2008


(Restated  Note 2)Accumulated








AccumulatedCost


Amortization


Net


Cost


Amortization


NetAmortizable intangible asset Covenant not to compete

$
62


$
(21
)

$
41


$
52


$



$
52Favorable lease rights


1,820



(115
)


1,705



1,570



(37
)


1,5331,882



(136
)


1,746



1,622



(37
)


1,585Non-amortizable
    intangible assetsLicenses


36,413







36,413



53,317







53,317Trade names


619







619



578







578$
38,914


$
(136
)

$
38,778


$
55,517


$
(37
)

$
55,480    52




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Year Ending December 31,2009

$
1022010


1002011


902012


892013


85Thereafter


1,280$
1,746     TradeGoodwill


Licenses


NamesBalance at December 31, 2006

$
15,670


$
961


$
Club acquisitions in 2007


13,617



40,401



578Acquisition purchase price adjustments


(11,665
)


11,955



Balance  December 31, 2007


17,622



53,317



578Club acquisitions in 2008


2,639



10,047



276Acquisition purchase price adjustments


913



138



Less: impairment charges


(18,721
)


(27,089
)


(235
)Balance at December 31, 2008

$
2,453


$
36,413


$
619         7)
    Other
    Long-Term Assets    December 31,2008


2007(Restated  Note 2)Loan fees, net

$
246


$
390Deposits  lease and utility


122



83Other


200



381$
568


$
854  53




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  8)
    Accrued
    Expenses    2008


2007(Restated  Note 2)Payroll and related expenses

$
833


$
647Sales taxes


297



226Property taxes


375



191Legal and professional charges


668



288Interest


84



61Rent


0



234Total

$
2,257


$
1,647   9)
    Long-Term
    Debt    Related
    Party
  December 31,Description of Debt

2008


2007Note payable to Lowrie Management LLLP, interest at 8.5%,
    monthly principal and interest payments of $112,841, due January
    2013, collateralized by general assets of IRC, DRC and the
    Company and consent to the transfer of the adult permit and
    liquor license.


4,754



5,660Note payable to Lowrie Family Foundation, a Corporation
    controlled by the Companys Chairman, interest at 10%,
    interest accrued monthly, due February 2011, unsecured.


663



600Note payable to Lowrie Management LLLP, interest at 10% due
    monthly, principal due April 2011, collateralized by the general
    assets of Denver Restaurant Concepts, general assets of IRC,
    L.P., and consent to the transfer of the adult permit and liquor
    license upon default in the name of Denver Restaurant Concepts
    LP and RCC, LP.


1,336



Note payable to the President and Chief Operating Officer,
    interest at 10% due monthly, principal due February 2010,
    unsecured.


100



Note payable to a Board member, interest at 10% due monthly,
    principal due November 2010, unsecured.


50



50Notes payable to related party of Chairman, interest at 10%,
    monthly interest and principal payments of approximately $4,873,
    due between December 2010 and February 2011, unsecured.


243



276Note payable to related party of Chairman, interest at 10%,
    monthly interest payments of $3,167, due February 2010,
    collateralized by the general assets of IRC, LP and Denver
    Restaurant Concepts LP, and consent to the transfer of the adult
    permit and liquor license upon default in the name of Denver
    Restaurant Concepts LP and IRC, LP.


380



 54




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  December 31,Description of Debt

2008


2007Note payable to employee, interest at 10%, due October 2011,
    unsecured.


168



153Note payable to related party of board member, interest at 10%,
    due February 2010, collateralized by a personal guarantee from
    the Chairman.


413



Total debt due at December 31, 2008 and 2007, respectively

$
8,107


$
6,739Less: Current Portion


(1,024
)


(948
)Total Long-Term Debt

$
7,083


$
5,791     Third
    Party
  December 31,Description of Debt

2008


2007$4,000,000 line of credit, interest at prime (6% at
    December 31, 2008) plus .5% (floor is 6%) due monthly,
    principal due June 2010, collateralized by Company shares owned
    by Lowrie Management LLLP.

$
2,810


$
5,000Note payable, interest at 14% due monthly, periodic principal
    payments with balance due December 2011, collateralized by
    (6) buildings including KY, CO, IL, TX and AZ,
    500 shares of Kenja common stock, and 238,000 shares
    of VCGH stock held by Lowrie Management LLLP.


5,000



5,500Note payable, interest at 8%, monthly principal and interest
    payments of $43,041, due July 2011, collateralized by assets of
    VCG-IS, LLC.


3,187



Note payable, interest at 12%, monthly principal and interest
    payments of $28,694.19 with periodic principal payments, due
    May 1, 2010, collateralized by assets of Manana
    Entertainment, Inc.


1,928



Note payable, interest at prime (6% at December 31,
    2008) plus .5% (floor is 6%) due monthly, periodic
    principal payments with balance due June 2013, collateralized by
    a P&A Select Strategy Fund and securities owned by Lowrie
    Management LLLP.


2,375



Note payable, interest at 8.5%, monthly principal and interest
    payments of $36,156 with a balloon payment of $2,062,483 due May
    2010, collateralized by securities owned by Lowrie Management
    LLLP.


2,081



2,584Note payable, interest at prime (5.5% at June 29,
    2008) plus .5% due monthly, interest only payments with
    principal due January 2008, collateralized by a life insurance
    policy issued by Security Life of Denver Insurance Company on
    the life of the Chairman and securities owned by Lowrie
    Management LLLP. In June 2008, the Company paid this loan in
    full.






1,600Note payable, interest at 9%, monthly principal and interest
    payments of $7,612 and a balloon of $437, 035, due May 2010,
    collateralized by securities owned by in the name of Lowrie
    Management LLLP and the assets of Lowrie Management LLLP a
    partnership controlled by the Chairman. In November 2008, the
    Company paid this loan in full.






541Note payable, interest at prime (6% floor) (6% at
    December 31, 2008) plus 1% due monthly, principal and
    interest payments of $55,898 due November 2014, collateralized
    by furniture, fixtures and equipment of RCC, L.P., IRC, L.P.,
    Platinum of Illinois, Inc., MRC, L.P., Cardinal Management L.P.,
    VCG CO Springs, Inc., VCG Real Estate Holdings, Inc., Glendale
    Restaurant Concepts L.P., Glenarm Restaurant LLC and the real
    estate of Indy Restaurant Concepts.


3,326



 55




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  December 31,Description of Debt

2008


2007Note payable, interest at prime (6% at October 30,
    2008) plus 2% due monthly, principal and interest payments
    of $15,018 due November 2011, collateralized by furniture,
    fixtures, equipment, and inventory of Glenarm Restaurant LLC.
    This loan was consolidated into a new loan in November
    2008.






628Note payable, interest at prime (7.25% at October 30,
    2008) plus 1% due monthly, principal and interest payments
    of $3,943 due April 2010, collateralized by furniture, fixtures,
    and equipment of Glendale Restaurant. This loan was consolidated
    into a new loan in November 2008.






106Note payable, interest at prime (5% at October 30,
    2008) plus 1% due monthly, principal and interest payments
    of $13,869 and one balloon of $1,350,853 due October 2011,
    collateralized by the real estate of Indy Restaurant Concepts in
    Indiana. This loan was consolidated into a new loan in November
    2008.






1,468Note payable, interest at prime (5% at October 30,
    2008) plus 1% due monthly, principal and interest payments
    of $18,420 due November 2012, collateralized by the general
    assets of Cardinal Management LP. This note was consolidated
    into a new loan in November 2008.






876Note payable, interest at prime (5% at October 30,
    2008) plus 1% due monthly, principal and interest payments
    of $11,400 due August 2013, collateralized by furniture,
    fixtures and equipment of VCG CO Springs, Inc. This loan was
    consolidated into a new loan in November 2008.






605Note payable, from 2009 to 2018, the loan shall bear interest at
    a rate equal to the lesser of (i) twelve percent (12%) or
    (ii) the rate for ten (10) year Treasury Bills plus
    four percent (4%). Monthly principal and interest payments of
    $22,949 due September 2018, collateralized by certain real and
    personal property of Epicurean.


1,848



1,930Various notes payable, interest at 11%, monthly interest
    payments totaling approximately $12,750, due January 2010,
    collateralized by the general assets of the Company and a
    guarantee by the Chairman of the Company.


1,400



400Various notes payable, interest at 11%, monthly interest
    payments totaling approximately $9,166, due July 2010,
    collateralized by the general assets of the Company, the cash
    flow and 100% stock in VCG-IS, LLC.


1,000



Note payable, interest at 12% due monthly, periodic principal
    payments with balance due July 2011, collateralized by
    six (6) buildings including Kentucky Restaurant
    Concepts, Denver Restaurant Concepts, Glendale Restaurant
    Concepts, Platinum of Illinois, Golden Productions JCG
    Ft. Worth and Epicurean.


1,000



Notes payable, interest at 10%, monthly interest payments
    totaling approximately $11480, due between November 2009 and
    October 2013, unsecured.


1,381



1,639Notes payable, interest at 11%, monthly interest payments
    totaling approximately $2,290, due November 2010, collateralized
    by the general assets of the Company, the cash flow and 100%
    stock in Manana Entertainment, Inc.


250



Note payable, interest at 10% monthly principal and interest
    payments of $3,303 due October 2013, unsecured.


232



206Note payable, interest at prime (8% at December 31,
    2008) plus 1% due monthly, principal and interest payments
    of $6,819, due December 2009, unsecured.


79



150Note payable, interest at prime (5.5% at December 31,
    2008) plus 1% due monthly, principal and interest due
    February 2011, this note is unsecured.


146



216Note payable, interest at 8.5%, monthly principal and interest
    payments of $10,258 due October 2011, collateralized by the
    general assets of the Company and guaranteed by the Chairman of
    the Company.


308



401 56




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  December 31,Description of Debt

2008


2007Note payable, interest at 7% monthly principal and interest
    payments of $5,955 and one balloon payment of $226,867 due
    February 2008, collateralized by a $250,000 certificate of
    deposit. In January 2008, the Company paid this loan in full and
    no longer has the CD requirement.






230Total debt due at December 31, 2008 and 2007, respectively

$
28,351


$
24,080Less: Current Portion


(2,602
)


(8,386
)Total Long-Term Debt

$
25,749


$
15,694     2009

$
3,6262010


13,5872011


13,5442012


2,6132013


1,434Thereafter


1,654$
36,458     10)
    Income
    Taxes    Year EndedDecember 31,2008


2007Income tax expense- current

$
730


$
Income tax expense- deferred


(11,832
)


(1,250
)$
(11,102
)

$
(1,250
)  57




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year EndedDecember 31,2008


2007(Restated  Note 2)United States federal statutory rate


(34.0
)%


34.0
%State income taxes, net of Federal income tax benefit


(3.8
)%


2.6
%Permanent differences


2.0
%


0.0
%Utilization of net operating loss


(0.4
)%


(10.0
)%Tax credits


(0.9
)%


(8.6
)%Impairment of nondeductible goodwill


10.3
%


0.0
%(26.8
)%


18.0
%       December 31,2008


2007(Restated  Note 2)Licenses, trade names, and other intangibles

$
3,591


$
(1,267
)Net unfavorable leases


2,075



1,536Goodwill


(1,777
)


(7,451
)Property and equipment


(27
)


(253
)Accrued litigation cost


100



Net operating loss carryforwards


22



180Tax credits


256



179Net deferred tax asset (liability)

$
4,240


$
(7,076
)     11)
    Stockholders
    Equity  Common
    Stock
   58




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Preferred
    Stock
  and/or
  Stock
    Option and Stock Bonus Plans
  and/or
  and/or
    Shares to be


SharesIssued Upon


RemainingExercise of


Available forShares


Shares


Available


Outstanding


FutureAuthorized


Granted


for Grant


Options


Issuance2002 Stock Option and Stock Bonus Plan


700,000



699,776



224







2242003 Stock Option and Stock Bonus Plan


250,000



247,292



2,708







2,7082004 Stock Option and Appreciation Rights Plan


1,000,000



263,333



736,667



300,500



436,1671,950,000



1,210,401



739,599



300,500



439,099    59




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Weighted-averageOptions


exercise priceOutstanding at December 31, 2006






Granted above fair market value


195,500


$
10.00Exercised






Forfeited


(7,500
)


10.00Outstanding at December 31, 2007


188,000


$
10.00Granted above fair market value


167,000



11.95Exercised






Forfeited


(54,500
)


11.21Outstanding at December 31, 2008


300,500


$
10.37Exercisable at December 31, 2008






       Valuation
    and Assumptions
  Share-Based Payments
  December 31,2008


2007Expected life in years


6.07



6.07Weighted average expected volatility


62
%


61
%Weighted average risk free rates


3.5
%


4.6
%Dividend yield






Weighted average grant date fair value

$
5.25


$
4.89    60




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Stock
    Warrants
    Warrants


Warrants


Warrants


WarrantsExercise


Outstanding


Exercised


Exercised


OutstandingPrice


2006


2007


2008


2008Warrants issued in 2004

$
3.00



147,500



120,068







27,432Warrants issued in 2004

$
4.00



147,500



99,234







48,266Warrants issued in 2004

$
2.00



59,398



59,398







Warrants issued in 2004

$
2.50



140,208



140,208







Warrants issued in 2006

$
2.50



250,000



41,661



83,500



124,839Warrants issued in 2006

$
3.00



250,000



41,661



83,500



124,839Exercisable at December 31, 2008


994,606



502,230



167,000



325,376(Weighted average remaining life 11 months)
    (Weighted average exercise price $2.96)   12)
    Commitments
    and Contingencies  Operating
    Leases
     Year Ended December 31,

Related Party


Non-Related


Total2009

$
419


$
3,199


$
3,6182010


462



3,212



3,6742011


462



3,229



3,6912012


477



3,351



3,8282013


477



3,376



3,853Thereafter


9,661



79,240



88,901Total minimum lease payments

$
11,958


$
95,607


$
107,565  61




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Capitalized
    Leases
    Capital LeaseYear Ended December 31,

Obligations2009

$
122010


9Total minimum lease payments


21Amount representing interest


(2
)Present value of future minimum lease payments


19Current portion of lease obligation


(10
)Obligations under capital lease due after one year


9     2008


2007Sign under capital leases

$
50


$
50Less accumulated depreciation


(24
)


(19
)Net sign under capital leases

$
26


$
31  62




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Legal
    Proceedings
  Thee
    Dollhouse Productions Litigation
      and/or
    Zajkowski,
    et. al. vs VCG and Classic Affairs Litigation
   63




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Texas
    Patron Tax Litigation
    Adventure
    Plus Enterprises, Inc. (Adventure) v. Gold
    Suit, et.al. Litigation
    Department
    of Labor Review
   64




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    13)
    Discontinued
    Operations      December 31,2008


2007Loss from discontinued operations





$
(23
)Income taxes on discontinued operations






Loss from discontinued operations





$
(23
)    65




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  14)
    2008
    Quarterly Restatements  Restatement
    of 2007 Annual Financial Statements and 2008 Quarterly Financial
    Statements
  Form 10-K Form 10-K
      Form 10-K, Form 10-Q
 66




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Restated
    Balance Sheet for 2008 Quarter Ended (unaudited)
    (In thousands)
  2008 Quarter EndedAs Reported


Valuation


Equity


Restated


As Reported


Valuation


Equity


Restated


As Reported


Valuation


Equity


RestatedMarch 31


Adjustment


Restatement


March 31


June 30


Adjustment


Restatement


June 30


September 30


Adjustment


Restatement


September 30AssetsCurrent AssetsCash & cash equivalents

$
2,760










$
2,760


$
2,894










$
2,894


$
2,799










$
2,799Assets held for sale


380











380



243











243















Other receivables


289











289



226











226



329











329Inventories


903











903



939











939



931











931Prepaid expenses


819











819



723











723



740











740Income taxes receivable


439











439



272











272



287











287Total current assets


5,590











5,590



5,297











5,297



5,086











5,086Property and equipment, net


25,023



200







25,223



27,903



200







28,103



27,879



199







28,078Favorable leasehold rights






1,518







1,518







1,503







1,503







1,739







1,739Deposits and prepaid expenses


616











616



742











742



844











844Loan fees, net


339











339



355











355



424











424Deferred offering costs


37











37



37











37



37











37Covenant not to compete


111



(64
)






47







60







60







60







60Licenses






53,317







53,317







56,818







56,818







63,364







63,364Goodwill






20,115



(2,176
)


17,939







23,109



(2,176
)


20,933







23,364



(2,176
)


21,188Trade name






578







578







578







578







854







854Other intangible assets


64,061



(63,986
)






75



69,543



(69,459
)






84



77,123



(76,780
)






343Total Assets

$
95,777


$
11,678


$
(2,176
)

$
105,279


$
103,877


$
12,809


$
(2,176
)

$
114,510


$
111,393


$
12,800


$
(2,176
)

$
122,017Liabilities and Stockholders EquityCurrent LiabilitiesAccounts payable  trade

$
1,096










$
1,096


$
925










$
925


$
844










$
844Accrued expenses


1,107











1,107



1,847











1,847



2,159











2,159Deferred revenue


123











123



116











116



114











114Income taxes payable


















190











190



632











632Current portion of unfavorable lease liabilities






262







262







278







278















Current portion of long-term debt and capitalized leases


8,982











8,982



7,166











7,166



7,295











7,295Total current liabilities


11,308



262







11,570



10,244



278







10,522



11,044











11,044Deferred income tax


1,331



6,014







7,345



1,606



6,720







8,326



1,960



6,720







8,680Unfavorable Leasehold Rights






5,264







5,264







6,567







6,567







6,783







6,783Long-term debt and capitalized lease


20,810











20,810



26,585











26,585



31,065











31,065Total long term liabilities


22,141



11,278







33,419



28,191



13,287







41,478



33,025



13,503







46,528Total Liabilities


33,449



11,540







44,989



38,435



13,565







52,000



44,069



13,503







57,572Minority Interests


3,606











3,606



4,563



(945
)






3,618



4,592



(945
)






3,647Stockholders EquityCommon stock $.0001 par value; 50,000,000 shares authorized;
    18,025,248 (2008) and 17,723,975 (2007) shares issued and
    outstanding


2











2



2











2



2











2Paid-in capital


53,575







(1,244
)


52,331



54,204







(1,244
)


52,960



54,288







(1,244
)


53,044Retained earnings


5,145



138



(932
)


4,351



6,673



189



(932
)


5,930



8,442



242



(932
)


7,752Total stockholders equity


58,722



138



(2,176
)


56,684



60,879



189



(2,176
)


58,892



62,732



242



(2,176
)


60,798Total Liabilities and Stockholders Equity

$
95,777


$
11,678


$
(2,176
)

$
105,279


$
103,877


$
12,809


$
(2,176
)

$
114,510


$
111,393


$
12,800


$
(2,176
)

$
122,017   67




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##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)


Restated
    Statement of Operations for 2008 Quarter Ended (unaudited)
    (In thousands)
  2008 Quarter EndedAs Reported


Valuation


Restated


As Reported


Valuation


Restated


As Reported


Valuation


RestatedMarch 31


Adjustment


March 31


June 30


Adjustment


June 30


September 30


Adjustment


September 30RevenueSales of alcoholic beverages

$
6,534






$
6,534


$
6,590






$
6,590


$
6,714






$
6,714Sales of food and merchandise


709







709



638







638



657







657Service revenue


5,279







5,279



6,364







6,364



7,052







7,052Management fees and other income


804







804



1,015







1,015



808







808Total revenue

$
13,326







13,326



14,607







14,607



15,231







15,231Operating ExpensesCost of goods sold


1,848







1,848



1,702







1,702



1,779







1,779Salaries and wages


3,063







3,063



3,482







3,482



3,312







3,312Other general and administrative Taxes and permits


456







456



652







652



590







590Charge card and bank fees


201







201



210







210



223







223Rent


1,186



(43
)


1,143



1,290



(56
)


1,234



1,308



(46
)


1,262Legal and professional


648







648



647







647



855







855Advertising and marketing


806







806



746







746



713







713Insurance


376







376



425







425



432







432Other


1,525







1,525



1,520







1,520



1,770







1,770Depreciation & amortization


352



4



356



423



5



428



459



(6
)


453Total operating expenses


10,461



(39
)


10,422



11,097



(51
)


11,046



11,441



(52
)


11,389Income from operations


2,865



39



2,904



3,510



51



3,561



3,790



52



3,842Other income (expenses)Interest expense


(773
)






(773
)


(840
)






(840
)


(1,000
)






(1,000
)Interest income


3







3



1







1



15







15Unrealized gain on investments


































Gain (loss) on sale of assets














(138
)






(138
)


5







5Total other income (expenses)


(770
)






(770
)


(977
)






(977
)


(980
)






(980
)Income from continuing operations before income taxes


2,095



39



2,134



2,533



51



2,584



2,810



52



2,862Income tax expense  current


333







333



612







612



507







507Income tax expense  deferred


317







317



275







275



401







401Total income taxes


650







650



887







887



908







908Minority interest expense


(111
)






(111
)


(118
)






(118
)


(132
)






(132
)Income from continuing operations


1,334



39



1,373



1,528



51



1,579



1,770



52



1,822Discontinued operationsLoss from operations of discontinued operating segment, net of
    zero income taxes


































Net income

$
1,334


$
39


$
1,373


$
1,528


$
51


$
1,579


$
1,770


$
52


$
1,822Earnings per share:Income from continuing operations

$
0.08


$
0.00


$
0.08


$
0.08


$
0.00


$
0.08


$
0.10


$
0.00


$
0.10(Loss) from discontinued operations


































Basic income per common share

$
0.08


$
0.00


$
0.08


$
0.08


$
0.00


$
0.08


$
0.10


$
0.00


$
0.10Net income from continuing operations

$
0.07


$
0.00


$
0.07


$
0.08


$
0.00


$
0.08


$
0.10


$
0.00


$
0.10(Loss) from discontinued operations


































Fully diluted income per common share

$
0.07


$
0.00


$
0.07


$
0.08


$
0.00


$
0.08


$
0.10


$
0.00


$
0.10Weighted average shares outstanding


17,431,035







17,431,035



18,006,127







18,006,127



18,025,248







18,025,248Fully diluted weighted average shares outstanding


17,923,402







17,923,402



18,274,157







18,274,157



18,350,627







18,350,627  68




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)


Restated
    Statement of Equity for 2008
    (In thousands)
  Common Stock


Additional





TotalAs Reported


As Reported


Paid-in


Retained


StockholdersShares


Amount


Capital


Earnings


EquityBalances, December 31, 2007 (Restated)


17,724


$
1,772


$
51,008


$
2,978


$
53,988Amortize warrants for services










31







31Issue common stock for services


127



13



1,293







1,293Net income for the three months ended March 31, 2008














1,372



1,372Balances, March 31, 2008 (unaudited)


17,851


$
1,785


$
52,332


$
4,350


$
56,684Amortize warrants for services










31







31Issue common stock for services


7



1



37







37Stock-based compensation










102







102Exercise of warrants


167



16



459







459Net income for the three months ended June 30, 2008














1,579



1,579Balances, June 30, 2008 (unaudited)


18,025


$
1,802


$
52,961


$
5,929


$
58,892Amortize warrants for services










31







31Stock-based compensation










52







52Net income for the three months ended September 30, 2008














1,823



1,823Balances, September 30, 2008 (unaudited)


18,025


$
1,802


$
53,044


$
7,752


$
60,798  69




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Restated
    Statement of Cash Flows for 2008 (unaudited)
    (In thousands)
  YTD








YTDAs








As





YTD


As





YTDReported





Restated


Reported





Restated


Reported





RestatedMarch 31


Adjustment


March 31


June 30


Adjustment


June 30


September 30


Adjustment


September 30Operating ActivitiesNet income

$
1,334


$
39


$
1,373


$
2,862


$
90


$
2,952


$
4,632


$
142


$
4,774Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


402



(39
)


363



775



(90
)


685



1,233



(142
)


1,091Amortization of loan fees










0



147







147



226







226Stock-based compensation expense


100







100



354







354



665







665Deferred income taxes (benefit)


270



47



317







592



592



993







993Minority interest expense


(57
)


168



111



229







229



361







361(Gain) loss on disposition of assets










0



138







138



133







133Changes in operating assets and liabilities


(208
)






(208
)


64



(34
)


30



1,207







1,207Net cash provided by operating activities


1,841



215



2,056



4,569



558



5,127



9,450



0



9,450Investing ActivitiesAcquisitions of businesses, net of cash acquired


(118
)






(118
)


(1,927
)


(3,424
)


(5,351
)


(10,721
)






(10,721
)Additions to property and equipment


(857
)






(857
)


(4,153
)


2,943



(1,210
)


(1,269
)






(1,269
)Deposits


(22
)






(22
)


(75
)


25



(50
)


(164
)






(164
)Assets held for sale


(7
)






(7
)Proceeds from sale of assets


0







0











0



238







238Net cash used by investing activities


(1,004
)


0



(1,004
)


(6,155
)


(456
)


(6,611
)


(11,916
)


0



(11,916
)Financing ActivitiesLoan fees paid










0



(70
)






(70
)


(224
)






(224
)Payment on capitalized leases


(2
)






(2
)


(5
)






(5
)


(7
)






(7
)Proceeds from debt






164



164



3,000



2,795



5,795



6,045



2,702



8,747Payments on debt


(1,055
)


(211
)


(1,266
)


(1,885
)


(2,627
)


(4,512
)


(3,611
)


(2,702
)


(6,313
)Proceeds from stock issuances










0



460







460











0Distributions to minority interests






(168
)


(168
)






(270
)


(270
)


(377
)






(377
)Proceeds from warrants conversion to stock










0











0



459







459Net cash provided by (used in) financing activities


(1,057
)


(215
)


(1,272
)


1,500



(102
)


1,398



2,285



0



2,285Net increase (decrease) in cash


(220
)


0



(220
)


(86
)


0



(86
)


(181
)


0



(181
)Cash beginning of period


2,980







2,980



2,980







2,980



2,980







2,980Cash end of period

$
2,760






$
2,760


$
2,894






$
2,894


$
2,799






$
2,799Supplemental disclosures of cash flow information:Income taxes paid in cash

$
500






$
500


$
765






$
765


$
822






$
822Interest paid in cash

$
594






$
594


$
1,614






$
1,614


$
2,268






$
2,268Non-cash transactions:Issued notes payable for acquisitions









$
0


$
2,500






$
2,500


$
5,793






$
5,793Issued common stock for services

$
1,324


$
(1,324
)

$
0


$
1,330


$
(1,330
)

$
0


$
1,330


$
(1,330
)

$
0   70




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##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  15)
    Subsequent
    Events  Company
    Stock Repurchase
      MaximumNumber(or ApproximateTotal Number of


Dollar Value) ofShares Purchased


Shares that Mayas Part of


Yet BeTotal Number of





Publicly


Purchased underShares


Average Price


Announced Plans


the Plans orPeriod

Purchased(1)


Paid per Share


or Programs(1)


ProgramsJanuary 1 to 31, 2009


33,400


$
1.70



33,400


1,199,576 sharesor $8,932,556February 1 to 28, 2009


116,257
(2)

$
1.68



116,257
(2)

1,082,719 sharesor $8,737,112March 1 to 31, 2009


43,368
(3)

$
1.55



43,368


1,039,951 sharesor $8,669,807Total


193,025


$
1.66



193,025


1,039,951 sharesor $8,669,807     (1)
    
    Unless noted, the Company made all repurchases in the open
    market.(2)
    
    Of these repurchases, the Company purchased 20,957 shares
    of common stock in the open market and 95,300 shares of
    common stock in a block transaction.(3)
    
    Of these repurchases, the Company purchased 10,268 shares
    of common stock in the open market and 33,100 shares of
    common stock in a block transaction.  Long-term
    debt
      Debt
    Agreements with Related Parties
     71




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e) Form 10-K,
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Company;
    provide reasonable assurance that transactions are recorded, as
    necessary, to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with the authorization of management and
    Directors of the Company;
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.    Form 10-KSB Form 10-K.
    
    The Company lacked a sufficient number of accounting personnel
    with appropriate knowledge of generally accepted accounting
    principles to handle the acquisition growth of the Company. As a
    result, the input and categorization of certain entries required
    extensive review to assure accuracy and the December 31,
    2007 year-end financial statements submitted to the SEC had
    to be restated. 72




---



##### Table of Contents



VCG
    Holding Corp.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    Turnover in key accounting positions decreased the likelihood
    that these errors would have been detected in the ordinary
    monitoring of reconciliation procedures.
    The Company failed to maintain effective financial reporting
    controls in certain areas, including general ledger journal
    entries that were not always reviewed prior to entry.    
    Hiring additional accounting personnel with experience and
    training to produce accurate financial data and with the intent
    to limit turnover; and
    Engaging the services of technical third party consultants to
    advise management on technical financial and reporting matters;      Form 10-K Form 10-K.
  Item 9B.
    Other
    Information   73




---



##### Table of Contents



PART III  Form 10-K, Form 10-K
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   74




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K:
  Financial
    Statements
  Page No.Report of Independent Registered Public Accounting Firm


33Consolidated Balance Sheets as of December 31, 2008 and
    December 31, 2007


34Consolidated Statements of Operations for the Years Ended
    December 31, 2008 and 2007


35Consolidated Statements of Stockholders Equity for the
    Years Ended December 31, 2008 and 2007


36Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2008 and 2007


37Notes to the Consolidated Financial Statements


39   Financial
    Statement Schedules
    Exhibits
  ExhibitsNo.

Description3
.1

Articles of Incorporation(1)3
.2

Amended Designations, Preferences, Limitations and Relative
    Rights of Series A Convertible Preferred Stock(9)3
.3

Amended and Restated Bylaws(28)4
.1

Specimen common stock certificate, $.0001 par value(1)4
.2

Specimen preferred stock certificate $.0001 par value(1)*4
.3

Stock Option and Stock Bonus Plan(1)*4
.4

2003 Stock Option and Stock Bonus Plan(3)4
.5

Form of Subscription Agreement(16)10
.01

Trademark License Agreement, dated June 30, 2002, between
    VCG Holding Corp. and Lowrie Management, LLLP(1)10
.02

Line of Credit and Security Agreement, dated June 30, 2002,
    between VCG Holding Corp. and Lowrie Management, LLLP(1)*10
.03

Management Contract, dated May 2, 2002, between VCG Holding
    Corp. and International Entertainment Consultants, Inc.(1)10
.04

Lease Agreement for
    213-215
    Madison, Brooklyn, Illinois, dated May 1, 2002, by and
    between RELMSS and VCG Holding Corp.(1)10
.05

Agreement to Purchase/Sell Real Estate, dated March 5,
    2003, between VCG Real Estate Holdings, Inc. and Sacred Grounds
    Resources, L.L.C.(2)10
.06

Limited Partnership Purchase Agreement, executed effective
    June 30, 2004, by and among VCG Holding Corp., WCC
    Acquisitions, Inc. and Lowrie Management LLLP(4)10
.07

Promissory Note and Security Agreement, dated July 21,
    2004, by VCG Holding Corp. in favor of Lowrie Management LLLP(4)10
.08

Lease Agreement, dated October 1, 2004, by and between
    Lowrie Management LLLP and Glendale Restaurant Concepts LP(5) 75




---



##### Table of Contents



ExhibitsNo.

Description10
.09

Agreement for the Purchase and Sale of Assets, dated
    August 18, 2004, by and between CCCG, Inc. and Glenarm
    Restaurant Concepts, LLC(6)10
.10

Lease Agreement, dated August 31, 2004, by and between
    Glenarm Associates, Inc. and Glenarm Restaurant LLC(6)10
.11

First Amendment to Commercial Lease, dated February 1,
    2005, by Hampden and Galena Limited and VCG Restaurants Denver,
    Inc.(7)*10
.12

2004 Stock Option and Appreciation Rights Plan(8)10
.13

Agreement for the Purchase and Sale of Business and Assets,
    dated August 2, 2006, by and between VCG Holding Corp. and
    Consolidated Restaurants Limited, LLC(10)10
.14

Business Lease, dated October 2, 2006, by and between 5975
    Terminal, LLC and VCG CO Springs, Inc.(11)10
.15

Limited Partnership Purchase Agreement, dated December 18,
    2006, by and among Lowrie Management LLLP and W.C.C.
    Acquisitions Inc., VCG Holding Corp. and Denver Restaurants
    Concepts, LP(12)10
.16

Promissory Note and Security Agreement, dated December 31,
    2006, by VCG Holding Corp. in favor of Lowrie Management LLLP(12)10
.17

Lease, dated January 1, 2005, by and between Lowrie
    Management LLLP and Denver Restaurant Concepts LP(12)10
.18

Sale of VCGs 100% Membership Interest in Epicurean
    Enterprises, L.L.C., dated January 15, 2007, by and between
    VCG Holding Corp and Cory James Anderson(13)10
.19

Lease, dated January 15, 2007, by and between VCG Real
    Estate Holdings Inc. and Epicurean Enterprises LLC(13)10
.20

Purchase Agreement, dated January 2, 2007, by and among
    Troy Lowrie, VCG Holding Corp and Kentucky Restaurants Concepts,
    Inc.(14)10
.21

Agreement for Sale of Limited Partnership Interest Restaurant
    Concepts of Kentucky Limited Partnership, dated January 2,
    2007(14)10
.22

Lease, dated January 1, 2007, by and between Lowrie
    Management LLLP and Kentucky Restaurant Concepts, Inc.(14)10
.23

Limited Partnership Purchase Agreement, dated January 18,
    2007, by and among Lowrie Management LLLP and Illinois
    Acquisitions Inc., VCG Holding Corp and RCC, LP(15)10
.24

Consent to Sell Partnership Interest of RCC, LP, dated
    January 31, 2007(15)10
.25

Consent to Transfer Partnership Interest into Common Stock,
    dated January 31, 2007(15)10
.26

Business Lease, dated February 1, 2007, by and between Jay
    Dinklemann, as Trustee of Chicago Title Land Trust #1080459
    and RCC LP(15)10
.27

Limited Partnership Purchase Agreement, dated February 5,
    2007, by and among Lowrie Management LLLP, Illinois Acquisitions
    Inc., VCG Holding Corp. and Cardinal Management LP(16)10
.28

Business Lease, dated February 1, 2007, by and between Jay
    E. Dinklemann, as Trustee of Chicago Title Land Trust
    #879-51 and Cardinal Management LP dba PTs Centreville(16)10
.29

Limited Partnership Purchase Agreement, dated February 9,
    2007, by and among Lowrie Management LLLP and Illinois
    Acquisitions Inc., VCG Holding Corp and MRC, LP(17)10
.30

Promissory Note and Security Agreement, dated March 31,
    2007, by VCG Holding Corp. in favor of Lowrie Management LLLP(17)10
.31

Business Lease, dated March 1, 2007, by and between Jay
    Dinkleman as Trustee of Chicago Title Land Trust #1083191
    and MRC, LP.(17)10
.32

Limited Partnership Purchase Agreement, dated February 7,
    2007, by and among Lowrie Management LLLP, Illinois Acquisitions
    Inc., VCG Holding Corp. and IRC, LP(18)10
.33

Promissory Note, dated March 31, 2007, by VCG Holding Corp
    in favor of Lowrie Management LLLP(18)10
.34

Consent to Sell Partnership Interest of IRC, LP, dated
    February 21, 2007(18) 76




---



##### Table of Contents



ExhibitsNo.

Description10
.35

Business Lease, dated March 1, 2007, by and between Regions
    Bank, as Trustee of Trust #39007440 and Omni Warehouse, Inc. and
    IRC, LP.(18)10
.36

Promissory Note and Security Agreement, dated June 1, 2006,
    by VCG Holding Corp. in favor of Lowrie Management LLLP(20)10
.37

Agreement for the Purchase and Sale of Assets, dated
    March 23, 2007, by and among Regale, Inc., VCG Holding
    Corp. and Raleigh Restaurant Concepts, Inc.(20)10
.38

Agreement of Sublease, dated April 16, 2007, by and between
    Regale, Inc. and Raleigh Restaurant Concepts, Inc.(21)10
.39

Lease Agreement, dated April 16, 2007, by and between Big
    Deck Parking, LLC and Raleigh Restaurant Concepts, Inc.(21)10
.40

Stock Purchase Agreement, dated April 25, 2007, by and
    between Robert W. Sabes and VCG Holding Corp.(22)10
.41

Real Estate Purchase Agreement, dated April 25, 2007, by
    and between JFS Desert Fountain Properties, LLC and VCG Holding
    Corp.(22)10
.42

Lease, dated May 31, 2007, by and between JFS Desert
    Fountain Properties, LLC and Classic Affairs, Inc.(22)10
.43

Lease, dated June 29, 2007, by and between 4th Street
    Partnership, LLLP and Classic Affairs, Inc.(23)10
.44

Stock Purchase Agreement re: Kenkev II, Inc. f/k/a Mark R. Dean,
    Inc., dated September 14, 2007, between Ken-Kev Inc. and
    VCG Holding Corp.(24)10
.45

Restrictive Covenant  Covenant Not to Compete, dated
    September 14, 2007, between Gregory Kenwood Gaines and VCG
    Holding Corp.(24)10
.46

Consulting-License Agreement, dated September 14, 2007, by
    and between Alliance Management Partners, LLC and VCG Holding
    Corp. on behalf of Seller Equity holding(24)10
.47

Business Lease, dated September 14, 2007, by and between
    K & R Properties, Inc. and KenKevII Inc.(24)10
.48

Guaranty of Lease, dated September 14, 2007, by VCG Holding
    Corp. in favor of K & R Properties(24)10
.49

Purchase of Membership Interest, dated September 17, 2007,
    by and among VCG Holding Corp. and Golden Productions JGC
    Fort Worth, LLC, d/b/a Jaguars Gold Club
    Fort Worth, and Bryan S. Foster(25)10
.50

Covenant not to compete, dated September 17, 2007, between
    Bryan S. Foster and VCG Holding Corp.(25)10
.51

Covenant not to compete, dated September 17, 2007, between
    Richard Richardson and VCG Holding Corp.(25)10
.52

Deed of Ground Lease, dated September 17, 2007, by and
    between VCG Holding Corp. and Bryan S. Foster(25)10
.53

Stock Purchase Agreement, dated October 29, 2007, by and
    among VCG Holding Corp. and Manana Entertainment, Inc. db/a
    Jaguars Gold Club Dallas, and Bryan S. Foster(26)10
.54

Covenant Not to Compete, made and effective as of the Effective
    Date, as defined in the Stock Purchase Agreement by and among
    VCG Holding Corp. and Manana Entertainment, Inc. d/b/a
    Jaguars Gold Club Dallas and Bryan S. Foster, between
    Bryan S. (Niko) Foster and VCG Holding Corp.(26)10
.55

Covenant Not to Compete, made and effective as of the Effective
    Date, as defined in the Stock Purchase Agreement by and among
    VCG Holding Corp. and Manana Entertainment, Inc. d/b/a
    Jaguars Gold Club Dallas and Bryan S. Foster, between
    Richard Richardson and VCG Holding Company(26)10
.56

Stock Purchase Agreement Re: Kenja II, Inc. f/k/a Mark R. Dean,
    Inc., dated September 14, 2007, between Kenja II, Inc. and
    VCG Holding Corp.(26)10
.57

Restrictive Covenant  Covenant Not to Compete, dated
    October 29, 2007, between Gregory Kenwood Gaines and VCG
    Holding Corp.(26)10
.58

Bonus Agreement Related to Purchase Agreement, dated
    September 14, 2007, between G. Kenwood Gaines and VCG
    Holding Corp.(26)10
.59

Ground Lease Agreement, dated October 29, 2007, between VCG
    Holding Corp. and Bryan S. Foster(26) 77




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##### Table of Contents



ExhibitsNo.

Description10
.60

Business Lease Agreement, dated October 29, 2007, by and
    between Third Properties, LLC and Kenja II, Inc.(26)10
.61

Guaranty of Lease, dated October 29, 2007, by VCG Holding
    Corp. in favor of Third Property, Inc.(26)10
.62

Balloon Promissory Noted dated December 4, 2007, in favor
    of Sunshine Mortgage Investors, Inc.(27)10
.63

Agreement for Purchase and Sale of Assets, dated
    December 5, 2007, by and between 1443 Corp., Inc. and Stout
    Restaurant Concepts, Inc.(29)10
.64

Assignment Agreement, dated December 21, 2007, by and
    between VVSM, Inc. and VCG Holding Corp.(29)10
.65

Non-Competition Agreement, dated December 21, 2007, by and
    between 1443 Corp., Inc., Lance Migliaccio, Gidget Sanders, Ted
    R. Bullard and Stout Restaurant Concepts, Inc.(29)10
.66

Agreement for the Purchase and Sale of Assets, dated
    December 21, 2007, by and between 1447, Inc. and Bradshaw
    Hotel, Inc.(29)10
.67

Assignment and Assumption of Building Lease, dated
    December 19, 2007, by and between P.P.P., LLC, Lance C.
    Migliaccio, Gidget Bridget Sanders, Anthony Scott Falcone, Frank
    Henry Walley, IV, Ted R. Bullard and Stout Restaurant Concepts,
    Inc.(29)10
.68

Building Lease, dated July 7, 2001, by and between Dikeou
    Realty and 2222, Inc., as amended(29)10
.69

Consulting Agreement, dated December 4, 2007, by and
    between Lance C. Migliaccio and VCG Holding Corp.(29)10
.70

Indemnification Agreement, dated as of December 21, 2007,
    by and between 1443 Corp., Inc., Lance C. Migliaccio, Gidget
    Bridget Sanders, Anthony Scott Falcone, Frank Henry Walley, IV,
    Ted R. Bullard and VCG Holding Corp.(29)10
.71

Agreement of Merger, dated February 9, 2008 by and between
    VCG Holding Corp. and Mega Club(30)10
.72

Agreement and Plan of Reorganization, dated
    February 9,2008, by and between VCG Holding Corp and Mega
    Club(30)10
.73

Covenant Not to Compete, dated February 9, 2008, between
    Mega Club and VCG Holding Corp.(30)10
.74

Covenant not to Compete, dated February 9, 2008, between
    Mega Club Employee and VCG Holding Corp.(30)10
.75

Sales Agreement, dated February 9, 2008, between Mega Club
    and VCG Holding Corp.(30)10
.76

Ground Lease Agreement, dated February 9, 2008, between VCG
    Holding Corp. and Mega Club(30)10
.77

Agreement of Purchase of Assets, dated March 15, 2008, by
    and between VCG Holding Corp. and Mega Club(31)10
.78

Covenant Not to Compete, dated March 15, 2008, by and
    between VCG Holding Corp. and Mega Club(31)10
.79

First Amendment to Stock Purchase Agreement, dated
    April 15, 2008, by VCG Holding Corp. and Manana
    Entertainment, Inc. and Bryan Foster(36)10
.80

Promissory Note, dated April 14, 2008, by and between VCG
    Holding Corp. and Bryan Foster(36)10
.81

Security Agreement, dated April 14, 2008, by and between
    VCG Holding Corp. and Bryan Foster(32)10
.82

Leasehold Deed of Trust Security Agreement, dated
    April 14, 2008(32)10
.83

Amended Balloon Promissory Note, dated July 11, 2008, by
    and between VCG Holding Corp. and Sunshine Mortgage Investors,
    Inc.(33)10
.84

Balloon Promissory Note, dated, July 14, 2008, by and
    between VCG Holding Corp. and Richard Stanton(33)10
.85

Asset Purchase Agreement, dated March 15, 2008, by and
    between 2640 W. Woodland Inc., and Glenn Smith, and
    VCG-IS, LLC, and VCG Holding Corp.(34)10
.86

Covenant Not to Compete, dated July 28, 2008, by and
    between Glenn Smith and VCG-IS, LLC(34)10
.87

Promissory Note, dated July 28, 2008, by and between
    VCG-IS, LLC and 2640 W. Woodland, Inc.(34)10
.88

Security Agreement, dated July 28, 2008, by and between
    VCG-IS, LLC and 2640 W. Woodland, Inc.(34) 78




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##### Table of Contents



ExhibitsNo.

Description10
.89

Promissory Note and Security Agreement, dated November 11,
    2007, by VCG Holding Corp. in favor of Lowrie Management,
    LLLP(35)10
.90

Promissory Note and Security Agreement, dated July 17,
    2008, by VCG Holding Corp. in favor of Vali Lowrie Reed(35)*10
.91

Employment Agreement, dated December 4, 2008, by and
    between VCG Holding Corp. and Troy Lowrie(36)*10
.92

Employment Agreement, dated December 4, 2008, by and
    between VCG Holding Corp. and Micheal Ocello(36)21
.1

Subsidiaries of VCG Holding Corp.(38)23
.1

Consent of Causey Demgen & Moore, Inc.(38)31
.1

Certification of Chief Executive Officer of VCG Holding Corp.
    required by
    Rule 13a-14(1)
    or
    Rule 15d-14(a)
    of the Securities Exchange act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002(38)31
.2

Certification of Chief Financial Officer of VCG Holding Corp.
    required by
    Rule 13a-14(1)
    or
    Rule 15d-14(a)
    of the Securities Exchange act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002(38)32
.1

Certification of Chief Executive Officer of VCG Holding Corp.
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    and Section 1350 of 18 U.S.C. 63(37)32
.2

Certification of Chief Financial Officer of VCG Holding Corp.
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    and Section 1350 of 18 U.S.C. 63(37)     (1)
    
    Incorporated by reference from Registration Statement on
    Form SB-2
    filed on September 10, 2002(2)
    
    Incorporated by reference from Amendment No. 2 to the
    Registration Statement on
    Form SB-2
    filed on April 21, 2003(3)
    
    Incorporated by reference from the Companys Registration
    Statement on
    Form S-8
    filed August 6, 2003(4)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on July 29, 2004(5)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on October 8, 2004(6)
    
    Incorporated by reference from Amended Current Report on
    Form 8-K/A
    filed on October 18, 2004(7)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on February 9, 2005(8)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on August 1, 2005(9)
    
    Incorporated by reference from the Companys Quarterly
    Report on
    Form 10-Q
    filed on November 14, 2005(10)
    
    Incorporated by reference from the Companys Quarterly
    Report on
    Form 10-Q
    filed on August 14, 2006(11)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on October 5, 2006(12)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on January 5, 2007(13)
    
    Incorporated by reference from Current Report on
    Form 8-K
    on January 19, 2007(14)
    
    Incorporated by reference from Current Report on
    Form 8-K
    on January 23, 2007(15)
    
    Incorporated by reference from Current Report on
    Form 8-K
    on February 15, 2007(16)
    
    Incorporated by reference from the Companys Registration
    Statement on
    Form S-3
    filed March 1, 2007(17)
    
    Incorporated by reference from Current Report on
    Form 8-K
    on March 6, 2007(18)
    
    Incorporated by reference from Current Report on
    Form 8-K
    on March 21, 2007(19)
    
    Incorporated by reference from Current Report on
    Form 8-K
    on March 23, 2007(20)
    
    Incorporated by reference from the Annual Report on
    Form 10-KSB
    filed April 3, 2007(21)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on April 20, 2007(22)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on June 7, 2007(23)
    
    Incorporated by reference from Current Report on
    Form 8-K/A
    filed on July 12, 2007 79




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##### Table of Contents



(24)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on September 20, 2007(25)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on September 21, 2007(26)
    
    Incorporated by reference from Current Report on
    Form 8-K/A
    filed on November 16, 2007(27)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on December 10, 2007(28)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on December 27, 2007(29)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on December 28, 2007(30)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed on February 14, 2008 & Current Report on
    Form 8-K
    filed February 3, 2009(31)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed March 20, 2008 & Current Report on
    Form 8-K
    filed February 3, 2009(32)
    
    Incorporated by reference from Current Report on
    Form 8-K/A
    filed April 18, 2008(33)
    
    Incorporated by reference from Current Report on
    Form 8-K/A
    filed July 21, 2008(34)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed August 1, 2008(35)
    
    Incorporated by reference from Quarterly Report on
    Form 10-Q
    filed August 11, 2008(36)
    
    Incorporated by reference from Current Report on
    Form 8-K
    filed December 10, 2008(37)
    
    Furnished herewith(38)
    
    Filed herewith*
    
    Indicates a management contract or compensation plan or
    arrangement 80




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##### Table of Contents



SIGNATURES      By:
    /s/  Troy
    Lowrie        April 9, 2009

By: /s/  Troy
    LowrieTroy
    Lowrie
    Chairman of the Board and
    Chief Executive OfficerApril 9, 2009

By: /s/  Micheal
    OcelloMicheal
    Ocello
    Director
    Chief Operating Officer and PresidentApril 9, 2009

By: /s/  Courtney
    CowgillCourtney
    Cowgill
    Chief Financial Officer
    Secretary and TreasurerApril 9, 2009

By: /s/  Robert
    McGraw, Jr.Robert
    McGraw, Jr.
    DirectorApril 9, 2009

By: /s/  Allan
    RubinAllan
    Rubin
    DirectorApril 9, 2009

By: /s/  Martin
    GrusinMartin
    Grusin
    DirectorApril 9, 2009

By: /s/  George
    SawickiGeorge
    Sawicki
    DirectorApril 9, 2009

By: /s/  Kenton
    SieckmanKenton
    Sieckman
    Director  81