1172852--3/15/2010--VCG_HOLDING

related topics

{stock, price, share}

{interest, director, officer}

{loss, insurance, financial}

{cost, contract, operation}

{acquisition, growth, future}

{stock, price, operating}

{condition, economic, financial}

{property, intellectual, protect}

{capital, credit, financial}

{product, market, service}

{loan, real, estate}

{provision, law, control}

{personnel, key, retain}

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. 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. 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 brands 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. Several of our landlords and lenders have required Mr. Lowrie s continued management role with our Company in order to avoid a default or acceleration of our obligations under certain of our leases or loan agreements. We must comply with all licenses and permits relating to the sale of alcohol. 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, women s rights, and other reasons, 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. Our Directors and Officers have limited liability and are entitled to indemnification that could encourage derivative lawsuits and 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 employment agreements with Troy Lowrie and Micheal Ocello that contain features that may discourage a change of control. 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 our stockholders to trade our stock. In the event the make-up of our Board or Audit Committee were not, or are not in the future, in compliance with the SEC and NASDAQ independence requirements, we face a number of risks that could materially and adversely affect our stockholders and our business. 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. 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.

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1172852--3/15/2010--VCG_HOLDING_CORP