- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

VCG Holding Corp.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

91821K101

(CUSIP Number)

Troy Lowrie

c/o VCG Holding Corp.

390 Union Blvd., Suite 540

Lakewood, CO 80228

(303) 934-2424

E. Lee Reichert

Trygve E. Kjellsen

Kamlet Reichert, LLP

950 Seventeenth Street, Suite 2400

Denver, CO 80202

(303) 825-4200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 20, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 91821K101

Schedule 13D

Page 2 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Lowrie Management, LLLP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) x
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado
		7. SOLE VOTING POWER

NUMBER OF		0
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		4,394,100 *
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH		10. SHARED DISPOSITIVE POWER

		4,394,100*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,394,100
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 26.9%**
14.	TYPE OF REPORTING PERSON (See Instructions)
	PN

* Lowrie Investment Management, Inc., in its capacity as the General Partner of Lowrie Management, LLLP, has voting and dispositive power of these shares on behalf of Lowrie Management, LLLP.

** The denominator is based on 16,337,707 shares of common stock, par value $0.0001 per share (“Common Stock”), of VCG Holding Corp. (the “Company”) outstanding as of July 19, 2010, which number represents the difference between 17,310,723 shares of Common Stock which were previously outstanding, as stated on the facing page of the Company’s Form 10-Q for the quarter ended March 31, 2010, less (a) 467,497 shares of Common Stock that were transferred to the Company as partial consideration pursuant to the terms and conditions of an Asset Purchase Agreement between the Company and RCI Entertainment, Inc., and (b) 505,519 shares of Common Stock of the Company that were repurchased by the Company during the quarter ended June 30, 2010, each as described in the Company’s Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on July 19, 2010.

CUSIP No. 91821K101

Schedule 13D

Page 3 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Lowrie Investment Management, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) x
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado
		7. SOLE VOTING POWER

NUMBER OF		0
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		4,394,100 *
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH		10. SHARED DISPOSITIVE POWER

		4,394,100*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,394,100
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 26.9%**
14.	TYPE OF REPORTING PERSON (See Instructions)
	CO

* Lowrie Investment Management, Inc., in its capacity as the General Partner of Lowrie Management, LLLP, has voting and dispositive power of these shares on behalf of Lowrie Management, LLLP.

** The denominator is based on 16,337,707 shares of Common Stock of the Company outstanding as of July 19, 2010, which number represents the difference between 17,310,723 shares of Common Stock of the Company which were previously outstanding, as stated on the facing page of the Company’s Form 10-Q for the quarter ended March 31, 2010, less (a) 467,497 shares of Common Stock of the Company that were transferred to the Company as partial consideration pursuant to the terms and conditions of an Asset Purchase Agreement between the Company and RCI Entertainment, Inc., and (b) 505,519 shares of Common Stock of the Company that were repurchased by the Company during the quarter ended June 30, 2010, each as described in the Company’s Form 8-K as filed with the SEC on July 19, 2010.

CUSIP No. 91821K101

Schedule 13D

Page 4 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Troy Lowrie
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) x
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
		7. SOLE VOTING POWER

NUMBER OF		549,189
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		4,394,100 *
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		549,189
WITH		10. SHARED DISPOSITIVE POWER

		4,394,100*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,943,289**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 30.3%***
14.	TYPE OF REPORTING PERSON (See Instructions)
	IN

* Lowrie Investment Management, Inc., in its capacity as the General Partner of Lowrie Management, LLLP, has voting and dispositive power of these shares on behalf of Lowrie Management, LLLP. Mr. Lowrie is the President of Lowrie Investment Management, Inc., the General Partner of Lowrie Management, LLLP.

** Includes 4,394,100 shares owned by Lowrie Management, LLLP. Mr. Lowrie is the President of Lowrie Investment Management, Inc., the General Partner of Lowrie Management, LLLP.

*** The denominator is based on 16,337,707 shares of Common Stock of the Company outstanding as of July 19, 2010, which number represents the difference between 17,310,723 shares of Common Stock of the Company which were previously outstanding, as stated on the facing page of the Company’s Form 10-Q for the quarter ended March 31, 2010, less (a) 467,497 shares of Common Stock of the Company that were transferred to the Company as partial consideration pursuant to the terms and conditions of an Asset Purchase Agreement between the Company and RCI Entertainment, Inc., and (b) 505,519 shares of Common Stock of the Company that were repurchased by the Company during the quarter ended June 30, 2010, each as described in the Company’s Form 8-K as filed with the SEC on July 19, 2010.

CUSIP No. 91821K101

Schedule 13D

Page 5 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	The Vali Lou Lowrie-Reed Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado
		7. SOLE VOTING POWER

NUMBER OF		0
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		826,907 **
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH		10. SHARED DISPOSITIVE POWER

		826,907 **


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	826,907
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 5.1%***
14.	TYPE OF REPORTING PERSON (See Instructions)
	OO*

* The Reporting Person is a trust administered under the laws of the State of Colorado.

** Vali Lou Lowrie-Reed, in her capacity as Trustee of The Vali Lou Lowrie-Reed Trust, has voting and dispositive power of these shares on behalf of The Vali Lou Lowrie-Reed Trust.

CUSIP No. 91821K101

Schedule 13D

Page 6 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Vali Lou Lowrie-Reed
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
		7. SOLE VOTING POWER

NUMBER OF		0
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		826,907 *
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH		10. SHARED DISPOSITIVE POWER

		826,907 *


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	826,907
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 5.1%**
14.	TYPE OF REPORTING PERSON (See Instructions)
	IN

* Vali Lou Lowrie-Reed, in her capacity as Trustee of The Vali Lou Lowrie-Reed Trust, has voting and dispositive power of these shares on behalf of The Vali Lou Lowrie-Reed Trust.

CUSIP No. 91821K101

Schedule 13D

Page 7 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Tom O’Hara
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
		7. SOLE VOTING POWER

NUMBER OF		602,724
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		602,724
WITH		10. SHARED DISPOSITIVE POWER

		0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	602,724
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 3.7%*
14.	TYPE OF REPORTING PERSON (See Instructions)
	IN

* The denominator is based on 16,337,707 shares of Common Stock of the Company outstanding as of July 19, 2010, which number represents the difference between 17,310,723 shares of Common Stock of the Company which were previously outstanding, as stated on the facing page of the Company’s Form 10-Q for the quarter ended March 31, 2010, less (a) 467,497 shares of Common Stock of the Company that were transferred to the Company as partial consideration pursuant to the terms and conditions of an Asset Purchase Agreement between the Company and RCI Entertainment, Inc., and (b) 505,519 shares of Common Stock of the Company that were repurchased by the Company during the quarter ended June 30, 2010, each as described in the Company’s Form 8-K as filed with the SEC on July 19, 2010.

CUSIP No. 91821K101

Schedule 13D

Page 8 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Micheal Ocello
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
		7. SOLE VOTING POWER

NUMBER OF		37,589*
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		158,000**
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		37,589
WITH		10. SHARED DISPOSITIVE POWER

		158,000**


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,589***
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 1.2%****
14.	TYPE OF REPORTING PERSON (See Instructions)
	IN

* This does not include 30,000 shares of Common Stock underlying options to purchase stock that are currently not exercisable within 60 days of the date hereof.

** Micheal Ocello, in his capacity as Managing Member of LTD Investment Group, LLC, has voting and dispositive power of these shares on behalf of LTD Investment Group, LLC.

*** Includes 158,000 shares owned by LTD Investment Group, LLC. Mr. Ocello is the Managing Member of LTD Investment Group, LLC.

**** The denominator is based on 16,337,707 shares of Common Stock of the Company outstanding as of July 19, 2010, which number represents the difference between 17,310,723 shares of Common Stock of the Company which were previously outstanding, as stated on the facing page of the Company’s Form 10-Q for the quarter ended March 31, 2010, less (a) 467,497 shares of Common Stock of the Company that were transferred to the Company as partial consideration pursuant to the terms and conditions of an Asset Purchase Agreement between the Company and RCI Entertainment, Inc., and (b) 505,519 shares of Common Stock of the Company that were repurchased by the Company during the quarter ended June 30, 2010, each as described in the Company’s Form 8-K as filed with the SEC on July 19, 2010.

CUSIP No. 91821K101

Schedule 13D

Page 9 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	LTD Investment Group, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Missouri
		7. SOLE VOTING POWER

NUMBER OF		0
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		158,000**
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH		10. SHARED DISPOSITIVE POWER

		158,000**


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	158,000**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 1.0%***
14.	TYPE OF REPORTING PERSON (See Instructions)
	OO*

* LTD Investment Group, LLC is a Missouri limited liability company.

** Micheal Ocello, in his capacity as Managing Member of LTD Investment Group, LLC, has voting and dispositive power of these shares on behalf of LTD Investment Group, LLC.

CUSIP No. 91821K101

Schedule 13D

Page 10 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Family Dog, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado
		7. SOLE VOTING POWER

NUMBER OF		0
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH		10. SHARED DISPOSITIVE POWER

		0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	0.0%
14.	TYPE OF REPORTING PERSON (See Instructions)
	OO*

* Family Dog, LLC is a Colorado limited liability company.

CUSIP No. 91821K101

Schedule 13D

Page 11 of 18 Pages


1.	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	FD Acquisition Co.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) ¨
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado
		7. SOLE VOTING POWER

NUMBER OF		0
SHARES		8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH		9. SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH		10. SHARED DISPOSITIVE POWER

		0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	0.0%
14.	TYPE OF REPORTING PERSON (See Instructions)
	CO

CUSIP No. 91821K101

Schedule 13D

Page 12 of 18 Pages

INTRODUCTORY STATEMENT

This Amendment No. 9 to Schedule 13D (this “Amendment”) amends and supplements the items set forth below of Amendment No. 5 filed on November 18, 2009 (“Amendment No. 5”), Amendment No. 6 filed on December 7, 2009 (“Amendment No. 6”), Amendment No. 7 filed on December 15, 2009 (“Amendment No. 7”), and Amendment No. 8 filed on February 18, 2010 (collectively, the “Prior Schedule 13Ds”), by (i) Lowrie Management, LLLP (“Lowrie Management”), Lowrie Investment Management, Inc. (“Lowrie Investment”), and Troy Lowrie (collectively, the “Original Reporting Persons”); (ii) The Vali Lou Lowrie-Reed Trust, LTD Investment Group, LLC, Vali Lou Lowrie-Reed, Tom O’Hara, and Micheal Ocello (collectively, the “Rollover Reporting Persons”); (iii) Family Dog, LLC (“Parent”); and (iv) FD Acquisition Co. (“MergerSub” and, together with the Original Reporting Persons, the Rollover Reporting Persons and Parent, the “Reporting Persons”), relating to the common stock, par value $0.0001 per share (“Common Stock”) of VCG Holding Corp., a Colorado corporation (the “Company”). This Amendment amends the information previously set forth in the Prior Schedule 13Ds in Items 3 through 7 below. There are no material changes to the information provided in Items 1 through 2 of the Prior Schedule 13Ds.

Originally, Lowrie Management filed with the Securities and Exchange Commission (the “SEC”) a statement on Schedule 13D on March 31, 2005 (the “First Schedule 13D”), as amended by Amendment No. 1 on April 10, 2006. Troy Lowrie filed with the SEC a separate statement on Schedule 13D and Amendment No. 1 thereto on the same dates as Lowrie Management filed the First Schedule 13D and Amendment No. 1 thereto. The Original Reporting Persons consolidated their Schedule 13D filings in Amendment No. 2 filed on November 14, 2007, as amended by Amendment No. 3 filed on September 29, 2009 by the Original Reporting Persons, and as further amended by Amendment No. 4 filed on November 3, 2009 by the Original Reporting Persons and the Rollover Reporting Persons.

Unless otherwise noted, capitalized terms used herein without definitions shall have the meanings assigned to them in Amendment No. 5.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3, the second and third paragraphs thereof, are hereby amended and restated as follows:

With respect to the proposed transaction described in Item 4 of this Schedule 13D (which Item 4 is incorporated herein by reference), the Reporting Persons estimate that the amount of funds that would be required to purchase all of the shares of outstanding Common Stock to be converted in the Merger (as defined in Item 4) into the right to receive the Merger Consideration (as defined in Item 4) (other than shares held by the Company or the Reporting Person) is approximately $20,515,315. The Reporting Persons anticipate financing the Merger and related transaction costs incurred by the Reporting Persons through a private sale to accredited investors of (i) Class B Membership Units in Parent; and (ii) promissory notes issued by Parent, which financings would close immediately prior to the closing of the Merger. The Reporting Persons currently expect that all other costs, expenses and liabilities of the Company arising out of or related to the Merger shall be paid by the Company from cash available to the Company immediately prior to the Merger.

The information set forth in response to this Item 3 is qualified in its entirety by reference to Item 4, the Current Proposal Letter (as defined in Item 4) and the Summary of Proposed Transaction (as defined in Item 4), which are incorporated herein by this reference.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

CUSIP No. 91821K101

Schedule 13D

Page 13 of 18 Pages

On November 3, 2009, Mr. Lowrie and Lowrie Management, on behalf of Parent, a then-unformed entity, presented to the board of directors of the Company (the “Board of Directors”) a proposal to acquire, subject to certain conditions, all of the outstanding shares of Common Stock of the Company (other than that held by the Reporting Persons) for $2.10 per share in a cash merger transaction (the “Original Proposal”). Certain terms of the Original Proposal currently contemplated by the Reporting Persons are set forth in the letter to the Board of Directors (the “Original Proposal Letter”) and Summary of Proposed Transaction (the “Summary of Original Proposal”), each dated November 3, 2009. In connection with the Original Proposal, Mr. Lowrie formed Parent and MergerSub on November 6, 2009 by filing articles of organization and articles of incorporation, respectively, with the Colorado Secretary of State.

On November 3, 2009, the Company announced that the Board of Directors had formed a special committee solely of independent directors, as defined under the Nasdaq independence rules (the “Special Committee”), to consider the terms and conditions of the Original Proposal and to recommend to the Board of Directors whether to approve the Original Proposal. The Special Committee shortly thereafter retained separate legal and financial advisors to assist and advise it in connection with the Original Proposal.

Pursuant to the Original Proposal Letter, Mr. Lowrie and Lowrie Management originally held the Original Proposal open until November 18, 2009. To allow the Special Committee sufficient time to consider and review the Original Proposal, independently and with its legal and financial advisors, the Original Proposal was extended on November 17, 2009, December 4, 2009 and on December 14, 2009, the latter of which extended the Original Proposal until 5:00 p.m. M.S.T. on December 24, 2009.

On December 3, 2009, the Company, Parent, Mr. Lowrie and Lowrie Management executed a letter agreement (the “Standstill Agreement”). The Standstill Agreement was filed as Exhibit 7.08 to Amendment No. 6 and incorporated herein by reference.

On December 16, 2009, the Special Committee met to review the Original Proposal, and following extensive discussion, the Special Committee determined that the terms of the Original Proposal were inadequate. In addition, on December 16, 2009, the Special Committee informed its financial advisors to contact any parties that had either previously expressed an interest or might potentially be interested in pursuing a transaction with the Company.

On February 16, 2010, the Company, Rick’s Cabaret International, Inc., a Texas corporation (“RCI”), Troy Lowrie and Lowrie Management entered into a non-binding (except as to certain provisions, including exclusivity and confidentiality) letter of intent (the “RCI Letter of Intent”). Pursuant to the RCI Letter of Intent, RCI agreed to acquire all of the outstanding shares of Common Stock of the Company and the Company would merge with and into a RCI or a newly formed wholly-owned subsidiary of RCI (the “RCI Merger”).

As a result of the RCI Letter of Intent and the RCI Merger, the Reporting Persons were no longer a “group” within the meaning of Section 13(d)(3) of the Exchange Act with the intent to acquire control of the Company.

However, the RCI Letter of Intent expired on March 31, 2010 and no merger agreement or other definitive documentation was entered into by the parties. On April 30, 2010, the Company announced that it had dissolved the Special Committee.

On July 20, 2010, Troy Lowrie and Lowrie Management, on behalf of Parent, reaffirmed to the Board of Directors its willingness to pursue the terms of its Original Proposal, pursuant to which Parent will acquire, subject to certain conditions, all of the outstanding shares of Common Stock of the Company (other than shares of Common Stock held by the Company or the Reporting Persons) for $2.10 per share in a cash merger transaction (the “Current Proposal”). Certain terms of the Current Proposal currently contemplated by the Reporting Persons are set forth in the letter to the Board of Directors (the “Proposal Letter”) and Summary of Proposed Transaction (the “Summary of Proposed Transaction”), each dated July 20, 2010. Pursuant to the Proposal Letter, the Current Proposal will be held open until August 4, 2010.

CUSIP No. 91821K101

Schedule 13D

Page 14 of 18 Pages

As described in the Summary of Proposed Transaction, MergerSub would merge with and into the Company, with the Company as the surviving corporation (the “Merger”). Prior to the Merger, the Reporting Persons would contribute all of the shares of Common Stock owned by them to Parent in exchange for Class A Membership Units in Parent. Equity investors in Parent would receive Class B Membership Units in Parent and debt investors would receive a promissory note issued by Parent in consideration of their investment in Parent. Certain terms of the Parent formation and its financing currently contemplated by the Reporting Persons are set forth in the Summary of Proposed Transaction. In the Merger, the outstanding shares of Common Stock (other than those held by the Company and the Reporting Persons) would be converted into the right to receive a cash payment equal to $2.10 per share (the “Merger Consideration”). Shares of Common Stock held by the Company or the Reporting Persons (other than the MergerSub) would be cancelled without any right to receive any cash payment. Each share of Common Stock held by MergerSub would be converted into one share of Common Stock in the Company after the consummation of the Merger. All outstanding employee stock options and warrants to purchase shares of Common Stock would be terminated and, if vested, converted into the right to receive in cash, for each share of Common Stock, subject to the employee stock option or warrant, the excess, if any, of the Merger Consideration over the exercise price of the employee stock option or warrant, without interest.

Following consummation of the Merger: (i) all shares of Common Stock would be delisted from the Nasdaq Global Market; (ii) the Reporting Persons intend to deregister all shares of Common Stock as authorized by the Exchange Act and the Company would cease to be a reporting company; (iii) the Reporting Persons expect that the Company would continue to operate its business as currently conducted; (iv) all members of the Board of Directors of the Company, other than Mr. Lowrie, would resign as directors, and all officers of the Company, other than Mr. Lowrie, would resign and Lowrie Investment, would be the sole manager of Parent, and Mr. Lowrie would be the sole officer and director of the Company.

The Current Proposal is subject to the approval of the Board of Directors and, if applicable, a special committee of independent directors. In addition, the Current Proposal shall not create any agreement, arrangement or understanding between any of the Reporting Persons or other parties with respect to the Company or Common Stock for purposes of any law, rule, regulation, agreement or otherwise, until such time as definitive documentation and any agreement, arrangement or understanding have been approved by the Board of Directors and any special committee and thereafter executed and delivered by the Company and all other appropriate parties. The proposed Merger would also require the approval of the Company’s shareholders. The Reporting Persons collectively beneficially own approximately 40.2% of the total outstanding votes of Common Stock entitled to vote on the Current Proposal as a single class and intend to vote for the Current Proposal.

The foregoing, the Proposal Letter and the Summary of Proposed Transaction are a summary of the Reporting Persons’ Current Proposal and should not be construed as an offer to purchase shares of Common Stock. A proxy statement will be distributed to shareholders if and when definitive documentation is entered into by the Company and all other appropriate parties. Shareholders should read the Company’s proxy statement and other relevant documents regarding the Current Proposal filed with the SEC when they become available because they will contain important information relevant to the decision to approve the Merger. Shareholders will be able to receive these documents (when they become available), as well as other documents filed by the Reporting Persons or Parent or its affiliates with respect to the Current Proposal and the Merger, free of charge at the Commission’s web site, www.sec.gov .

Other than as set forth above, in the Proposal Letter and the Summary of Proposed Transaction, the Reporting Persons have no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D. However, if the Current Proposal is not consummated for any reason, the Reporting Persons intend to review continuously the Company’s business affairs, capital needs and general industry and economic conditions, and, based on such review, the Reporting Persons may, from time to time, determine to increase their ownership of Common Stock, approve an extraordinary corporate transaction with regard to the Company or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D, except that the Reporting Persons currently have no intention of selling any shares of Common Stock.

The information set forth and/or incorporated by reference in Items 2 and 3 is hereby incorporated by reference into this Item 4. The information set forth in response to this Item 4 is qualified in its entirety by reference to the Proposal Letter and the Summary of Proposed Transaction, which are incorporated herein by reference.

Item 5.

Interests in the Securities of the Issuer

Item 5 to the Schedule 13D is amended and restated in its entirety to read as follows:

CUSIP No. 91821K101

Schedule 13D

Page 15 of 18 Pages

(a) As of the date hereof, Mr. Lowrie is deemed to beneficially own 4,943,289 shares of Common Stock, including, by virtue of his relationship with Lowrie Management, 4,394,100 shares of Common Stock held by Lowrie Management, which constitute approximately 30.3% of the outstanding shares of Common Stock. As of the date hereof, Lowrie Management is deemed to beneficially own 4,394,100 shares of Common Stock, which constitute approximately 26.9% of the outstanding shares of Common Stock. As of the date hereof, Lowrie Investment, by virtue of its relationship with respect to Lowrie Management, may be deemed to beneficially own 4,394,100 shares of Common Stock, which constitute approximately 26.9% of the outstanding shares of Common Stock. Lowrie Investment owns no shares of Common Stock and, without implying the beneficial ownership of shares of Common Stock by any other Reporting Person other than as expressly set forth herein, disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person.

As of the date hereof, Vali Lou Lowrie-Reed, by virtue of her role as Trustee for The Vali Lou Lowrie-Reed Trust, is deemed to beneficially own 826,907 shares of Common Stock, which constitute approximately 5.1% of the outstanding shares of Common Stock. As of the date hereof, The Vali Lou Lowrie-Reed Trust is deemed to beneficially own 826,907 shares of Common Stock, which constitute approximately 5.1% of the outstanding shares of Common Stock. Ms. Lowrie-Reed owns no shares of Common Stock and, without implying the beneficial ownership of shares of Common Stock by any other Reporting Person other than as expressly set forth herein, disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person.

As of the date hereof, Tom O’Hara is deemed to beneficially own 602,724 shares of Common Stock, which constitute approximately 3.7% of the outstanding shares of Common Stock.

As of the date hereof, Micheal Ocello is deemed to beneficially own 195,589 shares of Common Stock, including, by virtue of his relationship with LTD Investment Group, LLC, 158,000 shares of Common Stock held by LTD Investment Group, LLC, which constitute approximately 1.2% of the outstanding shares of Common Stock. As of the date hereof, LTD Investment Group, LLC is deemed to beneficially own 158,000 shares of Common Stock, which constitute approximately 1.0% of the outstanding shares of Common Stock.

As of the date hereof, Family Dog, LLC and FD Acquisition Co. own no shares of Common Stock and expressly disclaim beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person.

The percentages of Common Stock set forth for the Reporting Persons in this Item 5 were calculated based on upon 16,337,707 shares of Common Stock of the Company outstanding as of July 19, 2010, which such number represents the difference between 17,310,723 shares of Common Stock of the Company which were previously outstanding, as stated on the facing page of the Company’s Form 10-Q for the quarter ended March 31, 2010, less (a) 467,497 shares of the Company’s Common Stock that were transferred to the Company as partial consideration pursuant to the terms and conditions of an Asset Purchase Agreement between the Company and RCI Entertainment, Inc., and (b) 505,519 shares of Common Stock of the Company that were repurchased by the Company during the quarter ended June 30, 2010, each as described in the Company’s Form 8-K as filed with the SEC on July 19, 2010.

Except as expressly otherwise set forth herein, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person.

(b) Each of Lowrie Management, Lowrie Investment, as the General Partner of Lowrie Management, and Troy Lowrie, as the President of Lowrie Management and Lowrie Investment, has the shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 4,394,100 shares of Common Stock. Each of The Vali Lou Lowrie-Reed Trust and Vali Lou Lowrie-Reed, as Trustee of The Vali Lou Lowrie-Reed Trust, has the shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 826,907 shares of Common Stock. Each of LTD Investment Group, LLC and Micheal Ocello, as the Managing Member of LTD Investment Group, LLC, has the shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 158,000 shares of Common Stock.

Neither Lowrie Management, Lowrie Investment, The Vali Lou Lowrie-Reed Trust, Vali Lou Lowrie-Reed, LTD Investment Group, LLC, Family Dog, LLC nor FD Acquisition Co. has the sole power to vote or direct the vote or sole power to dispose or to direct the disposition of any shares of Common Stock.

CUSIP No. 91821K101

Schedule 13D

Page 16 of 18 Pages

Troy Lowrie has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 549,189 shares of Common Stock. Tom O’Hara has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 562,924 shares of Common Stock. Micheal Ocello has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 37,589 shares of Common Stock.

(c) No Reporting Person has effected any transactions in Common Stock during the past sixty days or since the most recent filing on Schedule 13D.

(d) Except for the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock referred to in paragraphs (a) and (b) above.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 to the Schedule 13D is amended and restated in its entirety to read as follows:

Items 3 and 4 of this Schedule 13D are incorporated herein by reference. The information set forth in response to this Item 6 is qualified in its entirety by reference to (i) the Original Proposal Letter, a copy of which was filed as Exhibit 7.02 to Amendment No. 4; (ii) the Summary of Original Proposal, a copy of which was filed as Exhibit 7.03 to Amendment No. 4; (iii) the Original Extension Letter, a copy of which was filed as Exhibit 7.05 to Amendment No. 5; (iv) the Second Extension Letter, a copy of which was filed as Exhibit 7.07 to Amendment No. 6; (v) the Standstill Agreement, a copy of which was filed as Exhibit 7.08 to Amendment No. 6, (vi) the Third Extension Letter, a copy of which was filed as Exhibit 7.09 to Amendment No. 7; (vii) the Termination of Joint Filing Agreement, a copy of which was filed as Exhibit 7.10 to Amendment No. 8; (viii) the Proposal Letter, dated July 20, 2010, a copy of which is attached hereto as Exhibit 7.13; and (ix) the Summary of Proposed Transaction, dated July 20, 2010, a copy of which is attached hereto as Exhibit 7.14, all of which are incorporated herein by reference.

The Reporting Persons have entered into a Joint Filing Agreement, dated July 20, 2010, a copy of which is attached hereto as Exhibit 7.11 and incorporated herein by reference. On July 20, 2010, the Reporting Persons appointed Mr. Lowrie as their Power of Attorney with respect to, among other things, statements filed on Schedule 13D, including any amendments thereto, pursuant to the Power of Attorney, a copy of which is attached hereto as Exhibit 7.12, all of which are incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

Exhibit 7.02

Original Proposal Letter, dated as of November 3, 2009 (incorporated by reference to Exhibit 7.02 of Amendment No. 4)

Exhibit 7.03

Summary of Original Proposal, dated as of November 3, 2009 (incorporated by reference to Exhibit 7.03 of Amendment No. 4)

Exhibit 7.05

Original Extension Letter, dated as of November 17, 2009 (incorporated by reference to Exhibit 7.05 to Amendment No. 5)

Exhibit 7.07

Second Extension Letter, dated as of December 4, 2009 (incorporated by referenced to Exhibit 7.07 to Amendment No. 6)

Exhibit 7.08

Standstill Agreement, dated as of December 3, 2009 (incorporated by reference to Exhibit 7.08 to Amendment No. 6)

CUSIP No. 91821K101

Schedule 13D

Page 17 of 18 Pages

Exhibit 7.09

Third Extension Letter, dated as of December 14, 2009 (incorporated by reference to Exhibit 7.09 to Amendment No. 7)

Exhibit 7.10

Termination of Joint Filing Agreement, dated as of February 18, 2010 (incorporated by reference to Exhibit 7.10 to Amendment No. 8)

Exhibit 7.11

Joint Filing Agreement, dated as of July 20, 2010, by and among Lowrie Management, LLLP, Lowrie Investment Management, Inc., Troy Lowrie, The Vali Lou Lowrie-Reed Trust, Vali Lou Lowrie-Reed, Tom O’Hara, Micheal Ocello and LTD Investment Group, LLC

Exhibit 7.12

Power of Attorney, dated as of July 20, 2010, executed by The Vali Lou Lowrie-Reed Trust, Vali Lou Lowrie-Reed, Tom O’Hara, Micheal Ocello and LTD Investment Group, LLC

Exhibit 7.13

Proposal Letter, dated as of July 20, 2010

Exhibit 7.14

Summary of Proposed Transaction dated as of July 20, 2010

CUSIP No. 91821K101

Schedule 13D

Page 18 of 18 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

		Lowrie Management, LLLP

Date:	July 22, 2010	/s/ Troy Lowrie
		Troy Lowrie, President of Lowrie Investment Management, Inc., the General Partner of Lowrie Management, LLLP

		Lowrie Investment Management, Inc.

Date:	July 22, 2010	/s/ Troy Lowrie
		Troy Lowrie, President

Date:	July 22, 2010	/s/ Troy Lowrie
		Troy Lowrie

Date:	July 22, 2010	/s/ Vali Lou Lowrie-Reed
		Vali Lou Lowrie-Reed

		The Vali Lou Lowrie-Reed Trust

Date:	July 22, 2010	/s/ Vali Lou Lowrie-Reed
		Vali Lou Lowrie-Reed, Trustee

Date:	July 22, 2010	/s/ Tom O’Hara
		Tom O’Hara

Date:	July 22, 2010	/s/ Micheal Ocello
		Micheal Ocello

		LTD Investment Group, LLC

Date:	July 22, 2010	/s/ Micheal Ocello
		Micheal Ocello, Managing Member

		Family Dog, LLC

Date:	July 22, 2010	/s/ Troy Lowrie
		Troy Lowrie, President

		FD Acquisition Co.

Date:	July 22, 2010	/s/ Troy Lowrie
		Troy Lowrie, President