UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~June~~September 30, 2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-16665

SCORES HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)


Utah		87-0426358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


34-35 Steinway Street Long Island City, NY		11101
(Address of principal executive offices)		(Zip Code)

212-246-9090

(Registrant’s telephone number, including area code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)			Name of each exchange on which registered
N/A		N/A			N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of ~~April~~June 117, 2024 there were 165,186,144 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3. Quantitative and Qualitative Disclosures about Market Risk	7
Item 4. Controls and Procedures	7
PART II – OTHER INFORMATION	9
Item 1. Legal Proceedings	9
Item 1A. Risk Factors	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3. Defaults upon Senior Securities	12
Item 4. Mine Safety Disclosure	12
Item 5. Other Information	12
Item 6. Exhibits	13

Table of Contents

FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains “forward-looking information” within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “anticipates,” “intends,” “expects,” “projects,” “estimates,” “believes,” “seeks,” “could,” “should,” the negative thereof or comparable terminology. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document, except as required by law.

PART I –FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS


Unaudited Condensed Consolidated Balance Sheets	F-2

Unaudited Condensed Consolidated Statements of Operations	F-3

Unaudited Condensed Consolidated Statements of Cash Flows	F-4

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Deficit	F-5

Notes to Unaudited Condensed Consolidated Financial Statements	F-6

F-1

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SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS


	~~June~~September 30,		December 31,
	2022		2021
	(unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1213,~~802~~717	$	33,353
Trade receivables, net of allowance of $0 and $0, respectively		7,499		140,000
Prepaid expenses		8863,~~871~~479		38,051

Total Current Assets		~~109~~84,~~172~~695		211,404

TOTAL ASSETS	$	~~109~~84,~~172~~695	$	211,404

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	~~238~~200,~~393~~152	$	213,937
Related party loan payable		—		374,346
Accrued expenses, related party		—		374,346
Related party payable		2245,~~500~~000		187,500

Total Current Liabilities		~~260~~245,~~893~~152		775,783

Contract Liabilities		~~456~~452,~~500~~000		351,000

TOTAL LIABILITIES		~~717~~697,~~393~~152		1,126,783

Commitments and Contingencies (Note 7)		—		—

STOCKHOLDERS’ DEFICIT
Preferred stock, $.0001 par value, 10,000,000 shares authorized, -0- share issued and outstanding		—		—
Common stock, $.001 par value; 500,000,000 shares authorized, 165,186,144 shares issued and 165,186,144 shares outstanding, respectively		165,186		165,186
Additional paid-in capital		6,058,117		6,058,117
Accumulated deficit		(6,~~831~~835,~~524~~760)		(7,138,682)

Total Stockholders’ Deficit		(~~608~~612,~~221~~457)		(915,379)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~109~~84,~~172~~695	$	211,404

See notes to the unaudited condensed consolidated financial statements.

F-2

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SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

2022

2021

2022

2021

REVENUES

Royalty Revenue

73,500

6162,~~001~~000

~~487~~561,~~500~~000

~~120~~182,001

Total Revenue

73,500

6162,~~001~~000

~~487~~561,~~500~~000

~~120~~182,001

OPERATING EXPENSES

General and Administrative Expenses

77,~~405~~344

9965,~~887~~461

~~175~~252,~~441~~786

~~192~~257,~~240~~701

INCOME/(LOSS) FROM OPERATIONS

(3,~~905~~844)

(383,~~886~~461)

~~312~~308,~~059~~214

(7275,~~239~~700)

OTHER EXPENSE

Interest Expense, net

(~~379~~392)

(4,~~002~~049)

(45,~~901~~292)

(712,~~960~~009)

TOTAL OTHER EXPENSE

(~~379~~392)

(4,~~002~~049)

(45,~~901~~292)

(712,~~960~~009)

NET INCOME/(LOSS) BEFORE INCOME TAXES

(4,~~284~~236)

(427,~~888~~510)

~~307~~302,~~158~~922

(8087,~~199~~709)

INCOME TAXES

—

NET INCOME/(LOSS)

(4,~~284~~236)

(427,~~888~~510)

~~307~~302,~~158~~922

(8087,~~199~~709)

NET INCOME/(LOSS) PER SHARE-Basic and Diluted

(0.000)

0.002

(0.~~000~~001)

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING-Basic and Diluted

165,186,144

See notes to the unaudited condensed consolidated financial statements.

F-3

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SCORES HOLDING COMPANY INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	~~Six~~Nine Months Ended
	~~June~~September 30,
	2022		2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(Loss)	$	~~307~~302,~~158~~922	$	(8087,~~199~~709)

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

Changes in operating assets and liabilities:
Trade receivable		132,501		(3863,~~802~~403)
Prepaid expenses		(5025,~~820~~428)		(5526,~~596~~176)
Accounts payable and accrued expenses		24(13,~~456~~785)		8853,~~892~~732
Accrued expenses, related party		—		4567,~~000~~500
Accrued interest, related party		—		710,~~254~~935
Contract liabilities		~~105~~101,~~500~~000		2798,500
Related party payables		(~~165~~142,~~000~~500)		—
NET CASH PROVIDED BY /(USED IN) OPERATING ACTIVITIES		353,795		(5,951)
NET CASH PROVIDED BY OPERATING ACTIVITIES		354,710		53,379

CASH FLOW FROM INVESTING ACTIVITES:		—		—

CASH FLOW FROM FINANCING ACTIVITIES:
Payments to related party		(374,346)		—

NET CASH USED IN FINANCING ACTIVITIES		(374,346)		—

NET DECREASE IN CASH		(20,551)		(5,951)
NET INCREASE/ (DECREASE) IN CASH		(19,636)		53,379
Cash and cash equivalents - beginning of period		33,353		21,143
Cash and cash equivalents - end of period	$	1213,~~802~~717	$	1574,~~192~~522

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	49,~~374~~765	$	~~707~~1,074
Cash paid for income taxes	$	639	$	350

Supplemental disclosure of cash flows from noncash investing and financing activities	$	—	$	—

See notes to the unaudited condensed consolidated financial statements.

F-4

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SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT

~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND 2021


				Additional				Total
	Common Stock			Paid in		Accumulated		Stockholders
	Shares	Amount		Capital		Deficit		Deficit

Balance as of December 31, 2020	165,186,144	$	165,186	$	6,058,117	$	(6,991,660)	$	(768,357)

Net Loss	—		—		—		(37,311)		(37,311)

Balance as of March 31, 2021	165,186,144	$	165,186	$	6,058,117	$	(7,028,971)	$	(805,668)

Net Loss	—		—		—		(42,888)		(42,888)

Balance as of June 30, 2021	165,186,144	$	165,186	$	6,058,117	$	(7,071,859)	$	(848,556)

Net Loss							(7,510)		(7,510)

Balance as of December 31, 2021	165,186,144	$	165,186	$	6,058,117	$	(7,138,682)	$	(915,379)
Balance as of September 30, 2021	165,186,144	$	165,186	$	6,058,117	$	(7,079,369)	$	(856,066)

Net Income	—		—		—		311,442		311,442
Balance as of December 30, 2021	165,186,144	$	165,186	$	6,058,117	$	(7,138,682)	$	(915,379)

Net Income							311,442		311,442

Balance as of March 31, 2022	165,186,144	$	165,186	$	6,058,117	$	(6,827,240)	$	(603,937)

Net Loss	—		—		—		(4,284)		(4,284)

Balance as of June 30, 2022	165,186,144	$	165,186	$	6,058,117	$	(6,831,524)	$	(608,221)

Net Loss							(4,236)		(4,236)

Balance as of September 30, 2022	165,186,144	$	165,186	$	6,058,117	$	(6,835,760)	$	(612,457)

See notes to the unaudited condensed consolidated financial statements.

F-5

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1.Organization

BASIS OF PRESENTATION

Scores Holding Company, Inc. (the “Company”) is a Utah corporation, formed in September 1981 and located in New York, NY. Originally incorporated as Adonis Energy, Inc., the Company adopted its current name in July 2002. The Company is a licensing company that utilizes the “SCORES” name and trademark for licensing options.

These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements of the Company include the accounts of Scores Licensing Corp. (“SLC”), its wholly-owned subsidiary.

The Company’s condensed consolidated financial statements include the Company’s accounts, as well as those of its wholly-owned subsidiary. The Company’s accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the condensed consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the ~~six~~nine months ended ~~June~~September 30, 2022, are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2022.

Note 2.Summary of Significant Accounting Principles

COVID-19

As a result of the COVID-19 virus, during the first quarter of 2020 and ongoing, state and local governments have required all but certain essential businesses to close, including all clubs operating under the Scores name. The impact on such clubs’ revenue was material in 2020 and resulted in a significant decline in our royalty revenues that continued in 2021.

Upon management’s evaluation of relevant hospitality industry conditions and events known as of the date that these financial statements are issued it is their belief the financial effects of the Covid 19 pandemic will not have a substantial or long term effect on the financial viability of the adult entertainment industry. There will be operational changes to be certain but not a consequentially detrimental impact on the industry.

That said it should be noted that all royalty paying licensees have reopened. In addition, cash collections increased from $235,000 during 2020 to $249,000 and $858,000 during 2021 and 2022 respectively.

Although there are fewer licensees and some of the licensing fees have been re-negotiated management believes the worst of the effects the Covid 19 pandemic are over. The lifting of many, if not all, gathering restrictions imposed by local government has vastly improved the appeal of adult entertainment-oriented establishments. Consequently, the Company has seen a recent increase in the number of such establishments interested in utilizing the SCORES brand trademarks.

F-6

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Going Concern

As of ~~June~~September 30, 2022, the Company had an accumulated deficit totaling $6,~~831~~835,~~524~~760 and working capital deficit of $~~151~~160,~~721~~457. Because of these conditions, the Company will require additional working capital to develop business operations. The Company intends to raise additional working capital through the continued licensing of its brand with its current and new operators. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company’s working capital requirements. To the extent that funds generated from any future use of licensing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Revenue Recognition

Under ASC 606, revenue from the initiation fees are recognizable at a point in time (first month of the contract) and royalty revenues are recognized over time for those contracts with probable collections.

The Company’s license fee revenue is generated from royalties earned through intellectual property licensing agreements which permit the licensee to use the recognition and status of the Scores brand in order to promote their businesses. Under ASC 606, revenue is recognized throughout the life of the executed licensing agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over the service to its customer.

A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The Company’s customers typically receive the benefit of its services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Contract Liabilities arise when the company collects cash from a customer where collection is not considered probable and therefore deferred until such time as collection is probable or the contract is terminated.

Nature of goods and services

The following is a description of the Company’s products and services from which it generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:

i. Licensing Revenue

Licensing fees represent the fees the Company receives from the licensing of the Company’s Scores trademark. The terms of the royalties earned under these license agreements vary from a flat monthly fee to a percentage of the revenues of the licensee on a monthly basis. The licensing rights are transferred to the Company’s customers over time, and the Company recognizes licensing revenue over time because the customer will simultaneously receive and consume the benefit from the license as the performance occurs.

F-7

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

ii. Stand-Ready for Consulting and Club Set-up Services

The Company offers an initial set-up and consultation to new clubs in order to aid in the opening and operation. The services are provided within the first month of any licensing agreements, and sometimes are not requested by the licensee and therefore never provided.

Concentration of Credit Risk

The Company received royalty revenues from 5 licensees during the 69 months ended ~~June~~September 30, 2022.

With regards to ~~June~~September 30, 2022, concentrations of revenue from ~~two~~four licensees for 2612% and 4744%, totaling 7392%. There is one receivable from a licensee totaling 100%. There are no revenues or receivables from these licensees that are considered related parties.

With regards to ~~June~~September 30, 2021, concentrations of revenue from two licensees for 40% to 58%, totaling 98%. There is one receivable from a licensee totaling 100%. There are no revenues or receivables from licensees that are considered related parties.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Inter-company items and transactions have been eliminated in consolidation.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments, with a maturity of three months or less when purchased, to be cash equivalents. There are times when cash may exceed $250,000, the FDIC insured limit. At ~~June~~September 30, 2022 and December 31, 2021, the uninsured balance amounted to $-0- and $-0-, respectively.

Income per Share

Under ASC 260-10-45, “Earnings Per Share”, basic income (loss) per common share is computed by dividing the income (loss) applicable to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted income (loss) per common share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. As of ~~June~~September 30, 2022, there are no outstanding stock equivalents. Accordingly, the weighted average number of common shares outstanding for the periods ended ~~June~~September 30, 2022 and 2021, respectively, is the same for purposes of computing both basic and diluted net income per share for such periods.

Fair Value of Financial Instruments

The carrying value of cash and accrued expenses, if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value.

The Company utilizes the methods of fair value measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or quoted prices in active markets for similar assets or liabilities.

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Level 3: Unobservable inputs are used when little or no market data is available including the Company’s own assumptions in determining the fair value. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Recently Issued Accounting Standards Update

Credit loss

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326). ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact on the Company’s consolidated financial statements.

Note 3.Disaggregation of Revenue

Disaggregation of revenue

In the following table, revenue is disaggregated by major products/service lines, and timing of revenue recognition:


	For the Three Months Ended				For the ~~Six~~Nine Months Ended
	~~June~~September 30,				~~June~~September 30,
	2022		2021		2022		2021
Major products/service lines
Licensing fees - royalty revenue	$	73,500	$	6162,~~001~~000	$	~~487~~561,~~500~~000	$	~~120~~182,001

Total Revenue	$	73,500	$	6162,~~001~~000	$	~~487~~561,~~500~~000	$	~~120~~182,001

Timing of revenue recognition
Products transferred at a point in time	$	—	$	—	$	—	$	—
Products and services transferred over time		73,500		6162,~~001~~000		~~487~~561,~~500~~000		~~120~~182,001
	$	73,500	$	6162,~~001~~000	$	~~487~~561,~~500~~000	$	~~120~~182,001

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Contract balances

The following table provides information about receivables, assets and liabilities from contracts with customers:

	September 30,		December 31,
	June 30,		December 31,
	2022		2021
Assets
Trade receivables, net	$	7,499	$	140,000
Liabilities
Contract liabilities	$	~~456~~452,~~500~~000	$	351,000

	September 30,		December 31,
	June 30,		December 31,
	2022		2021
Contract liabilities
Opening	$	351,000	$	235,000
Additions		450,000		116,000
Transfer to revenue		(~~344~~349,~~500~~000)		—
Ending	$	~~456~~452,~~500~~000	$	351,000

Contract receivables are recorded at the invoiced amount and do not bear interest. Credit is extended based on the evaluation of a customer’s financial condition and collateral is not required.

The contract liabilities primarily relate to amounts billed in advance of performance obligations being satisfied are booked as deferred revenue.

Note 4.Related-Party Transactions

Transactions with Common ownership affiliates:

On January 27, 2009, the Company entered into a licensing agreement with its affiliate through common ownership I.M. Operating LLC (“IMO”) for the use of the Scores brand name “Scores New York”. Robert M. Gans is the majority owner (72%) of IMO and is also the Company’s majority shareholder and chief executive officer and Howard Rosenbluth, the Company’s Treasurer and a Director, owns 2%. IMO owes the Company a royalty receivable of $0 and $0 as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

On August 31, 2017, IMO entered into an agreement to sell all of its assets to Club Azure LLC (“CA”). Effective September 1, 2017, IMO no longer operated Scores New York and terminated its licensing agreement with the Company. Mark Yackow, an unrelated party, is the sole owner (100%) of CA and former Chief Operating Officer of IMO. Effective September 1, 2017, the Company granted an exclusive, non-transferable license for the use of the “Scores New York” to CA for its gentlemen’s club in New York City. On March 16th, 2020, New York City Mayor Bill De Blasio ordered the closure of all New York City nightclubs, theaters, restaurants and concert venues in an effort to slow down the spread of Covid 19 and to protect ourselves against it. As a result of this closure order and effective March 17th, 2020, the above business entity closed and has been closed since.

The Company previously leased office space directly from Westside Realty of New York, Inc. (“WSR”), the owner of the West 27th Street Building. The majority owner of WSR (80%) is Robert M. Gans. Since April 1, 2009, the monthly rent has been $2,500 per month including overhead costs. This lease was terminated on December 31, 2020. The Company incurred rent expense of $-0- and $0 for the periods ending ~~June~~September 30, 2022 and 2021, respectively. The Company owed WSR $22,500 and $30,000 in unpaid rents as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

Effective January 1, 2013, the Company entered into a management services agreement with Metropolitan Lumber Hardware and Building Supplies, Inc. (“Metropolitan”) pursuant to which Metropolitan provides management and other services to the Company, including the services of Robert M. Gans and Howard Rosenbluth to act as executive officers of the Company. In consideration of the

F-10

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

services, the Company paid Metropolitan a fee in the amount of $30,000 per year. Effective May 5, 2015, the agreement was amended increasing the annual fee to $90,000. Effective January 1, 2017, the agreement was further amended to remove the requirement that the services of Robert M. Gans to be provided under the agreement. In addition, Metropolitan shall be eligible for a discretionary cash bonus. The agreement may be terminated by either party upon ten days written notice. Mr. Gans is the sole owner of Metropolitan. The Company incurred management fees of $4567,~~000~~500 for the periods ending ~~June~~September 30, 2022 and 2021. The Company owed $022,500 and $157,500 in unpaid management services as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

It should be noted as outlined below the results of two separate events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement.

First, effective February 28, 2017 (the “Effective Date”), the Company entered into separate Settlement Agreements (a “Royalty Settlement Agreement”) each with three licensees, IMO, Star Light and Swan (are sometimes referred to individually as a “Licensee” and collectively as the “Licensees”) controlled by Robert M. Gans, the Company’s President, Chief Executive Officer and a member of its Board of Directors. Pursuant to the Royalty Settlement Agreements, the Company forgave the repayment of a certain portion of unpaid, past-due royalties in return for the respective Licensees’ agreements to pay the remainder (the “Royalty Settlement Amount”) of the unpaid royalties, plus interest, to the Company. The Royalty Settlement Amount for each Licensee was represented by a promissory note.

IMO, Star Light and Swan owed the Company an aggregate of $255,406, $75,000, and $50,000 respectively in full settlement of unpaid royalties and other fees (the “Royalty Amount”). The settlement amounts were payable pursuant to promissory notes in monthly installments commencing March 1, 2017, and bears simple interest at the rate of 4% per year.

Robert M. Gans is a majority owner of the equity of each of the Licensees and guaranteed the payment of each Licensee’s obligations under each of the 3 Settlement Documents. The Licensees were not current with respect to their obligations under the Settlement Documents and the Company did not call upon Mr. Gans to honor his Guaranties.

Second, on April 3, 2016, 50 individuals purporting to be professional models and/or actresses collectively, (the “Plaintiffs”) filed a civil suit in the United States District Court for the Southern District of New York against the Company, I.M. Operating, LLC, The Executive Club, LLC, and Robert M. Gans, collectively the (the “Defendants”) alleging that images of Plaintiffs were used without their consent for commercial purposes on websites and social media outlets to promote gentlemen’s clubs operated by the Defendants or licensees of the Defendants (the “Lawsuit”) and (the “Voronina Matter).

In July 2018, the Company entered into a confidential settlement agreement (the “Settlement Agreement”) in the Voronina litigation, and on August 4, 2018, the Court entered an order dismissing the plaintiff’s claims against the Defendants with prejudice and settled the Plaintiffs claims in the Voronina matter for $1,310,000 (the “Voronina Settlement Agreement”). See Note 7 for additional information. The Company had insufficient liquid resources to enable it to make a portion of the settlement payments called for by the Voronina Settlement Agreement. Metropolitan, made loans to the Company in the aggregate amount of $770,000 to enable the Company to make the payments under the Voronina Settlement Agreement. On December 1, 2018, the balance due Metropolitan inclusive of interest was $781,399.

Third, the past due amounts including principal and interest under the Royalty Settlement Agreements were $382,259 as of December 1, 2018. On this date the Company entered into an agreement (the “Settlement and Offset Agreement”) to offset the Royalty Amount owed to the Company against the Voronina Amount owed to Metropolitan, thereby reducing the amount owed by the Company to Metropolitan to $399,139 (the “Net Voronina Amount”) pursuant to the terms of a Settlement and Offset Agreement made by and among the Company, Star Light, Swan, Metropolitan and Robert M. Gans. The Net Voronina Amount is payable pursuant to a promissory note (the “Voronina Note”), which bears simple interest at the rate of 4% per annum, in 86 consecutive monthly installments of $5,000 and a final installment of $1,370, with the initial installment due and payable on February 1, 2022 (or the first business day thereafter). The Company may prepay the Voronina Note at any time, in whole or in part without premium or penalty. The Offset Agreement also provides for the immediate termination of the Royalty Settlement Agreements and the related promissory notes and guarantees. On March 28, 2022 the entire balance due of the Voronina Note in the amount of $373,068.40 was paid in full.

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The total amounts due to the various related parties as of ~~June~~September 30, 2022 and December 31, 2021, was $2245,~~500~~000 and $561,846 respectively and the total amounts due to the Company from the various related parties as of ~~June~~September 30, 2022 and December 31, 2021, was $0 and $0, respectively.

Note 5.Licensees

The Company has six license agreements as of ~~April~~June 117, 2024.

See Note 7 for litigation relating to a few of the Company’s license agreements.

Note 6.Contract liabilities

License agreements sometimes include Initiation/Inception Fees. Please see Note 3 for a detailed discussion of this matter.

Note 7.Commitments and Contingencies

The Company records $7,500 a month for services rendered by Metropolitan on behalf of the Company. The Company incurred management fees of $4562,~~000~~500 for the periods ending ~~June~~September 30, 2022 and 2021. Mr. Gans is the sole owner of Metropolitan.

On or about July 27, 2018, Plaintiff Luisa Santos de Oliveira filed a Complaint against the Company and various other Defendants (the “Complaint”) alleging violations of both the Fair Labor Standard Act, as amended, 29 U.S.C. § 201 et seq (“FLSA”) and New York Labor Laws (“NYLLs”). Plaintiff claimed that Defendants failed, inter alia, to pay her (1) statutory minimum wages; (2) overtime wages; and (3) spread of hours and wages. In addition, Plaintiff alleged that she never received any notices from Defendants that Defendants were taking a tip credit (i.e. reducing Plaintiff’s hourly pay in light of the fact that Plaintiff was receiving tips). Nor did she allegedly receive written notices of her hourly pay and overtime rates of pay or an accurate wage statement with each payment of wages. Finally, Plaintiff claimed that she was not reimbursed for equipment costs and that Defendants misappropriated tips she received from customers. On or about November 20, 2018, Defendants filed their Answer to the Complaint denying the aforementioned claims. On March 25, 2021, after paper discovery was completed, Plaintiff voluntarily dismissed her Complaint, with prejudice, against the Company, pursuant to the Federal Rules of Civil Procedure § 41(a)(1)(A)(ii).

On October 8, 2018, the Company was served with a Summons and Complaint in the action entitled Luisa Santos de Oliveira v. Scores Holding Company, Inc.; Club Azure, LLC; Robert Gans; Mark S. Yackow; Howard Rosenbluth, Docket No. 1:18-cv-06769-GBD, in the United States District Court of the Southern District The case was assigned to a Magistrate Judge. There was a conference on March 2, 2021 and a Scheduling Order was entered. On March 26, 2021, a Stipulation of Discontinuance was so ordered by the Federal Court, discontinuing all claims against the Company, Robert Gans, Mark S. Yackow and Howard Rosenbluth. Pending Court approval on May 12, 2023, a Stipulation of Voluntary Dismissal Without Prejudice was signed discontinuing all claims against Club Azure LLC.

On September 5, 2019, the Company together with its subsidiary SLC filed a civil action in Supreme Court of New York, New York County against Scores Alabama. A cease and desist letter was sent. The Company finally entered into a license agreement as of March 5, 2020 with Cheetah Club, LLC for a club located in Huntsville, Alabama. They agreed to pay the arrears and then cease using the Scores brand by March 31, 2023. On April 11, 2023, the Company agreed to terminate the licensing agreement and settle this matter for $45,000, which was paid on May 23, 2023.

It should be noted as outlined below the results of two separate events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement.

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

of the unpaid royalties, plus interest, to the Company. The Royalty Settlement Amount for each Licensee was represented by a promissory note.

Third, the past due amounts including principal and interest under the Royalty Settlement Agreements were $382,259 as of December 1, 2018. On this date the Company entered into an agreement (the “Settlement and Offset Agreement”) to offset the Royalty Amount owed to the Company against the Voronina Amount owed to Metropolitan, thereby reducing the amount owed by the Company to Metropolitan to $399,139 (the “Net Voronina Amount”) pursuant to the terms of a Settlement and Offset Agreement made by and among the Company, Star Light, Swan, Metropolitan and Robert M. Gans. The Net Voronina Amount is payable pursuant to a promissory note (the “Voronina Note”), which bears simple interest at the rate of 4% per annum, in 86 consecutive monthly installments of $5,000 and a final installment of $1,370, with the initial installment due and payable on February 1, 2022 (or the first business day thereafter). The Company may prepay the Voronina Note at any time, in whole or in part without premium or penalty. The Offset Agreement also provides for the immediate termination of the Royalty Settlement Agreements and the related promissory notes and guarantees. On March 28, 2022, the entire balance due of the Voronina Note in the amount of $373,068 was paid in full.

In an action entitled Jane Doe v. Scores Holding Company, Inc., Scores Licensing Corp., Tampa Food and Hospitality Corp., d/b/a Scores Tampa, et al, filed in the Circuit Court of the 13^th Judicial Circuit, Hillsborough County, in the State of Florida, the Plaintiff states causes of action for negligence, negligence per se, battery, unjust enrichment, and sexual abuse of a minor stemming from allegations that she was a victim of sex trafficking through the Scores adult entertainment club located in Tampa, Florida (“Scores Tampa”). A motion to dismiss for, inter alia, lack of personal jurisdiction was denied. The undersigned was then substituted in as counsel in July of 2020 for the Company and its’ subsidiary, SLC. After completing discovery, the parties participated in a court ordered mediation and non-binding arbitration. Because the parties were not able to settle this matter, they participated in an arbitration hearing wherein both the Company and SLC argued that the case should not continue against them because the Company, as simply the owner of the “Scores” brand and trademarks, did not own, operate or otherwise control Scores Tampa or employ, manage, or otherwise control Plaintiff’s employment. The arbitrator found in favor of the Company and its’ subsidiary SLC; but, because the arbitration was non-binding, the case was set for trial. On the eve of trial, Plaintiff’s counsel sought and received permission from the Court to amend Plaintiff’s Complaint. They also indicated that they were not continuing their claims against the Company or SLC. Plaintiff then filed an Amended Complaint on July 19, 2023 that did not include the Company or SLC as defendants. As such, this legal proceeding is no longer pending against the Company or SLC.

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SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

On July 15, 2019, plaintiff Jeremy Green, a former consultant to Swan Media Group, Inc (“SMG”), commenced an action in U.S. District Court, Southern District of New York against Scores Holding Co., Inc., Scores Media Group LLC, Scores Digital Gaming LLC (“SDG”) and individual defendants Robert Gans and Charilaos Yioves seeking to recover from all defendants under various theories of breach of contract, unjust enrichment, promissory estoppels, fraudulent inducement and breach of implied duty of good faith and fair dealing.

On October 6, 2022 to avoid expense, inconvenience, and uncertainty of further litigation, the Company has agreed to settle this matter for $10,000. Greene will receive the settlement sum in two payments of $5,000 each. The first settlement payment was made upon execution of the settlement agreement and the second payment has not been made as of the date of this filing.

Finally, in an action entitled Jessica Hall v. Scores Holding Company, Inc., et al, filed in Federal Court, Southern District of New York, the Plaintiff claims that, while she worked at an adult entertainment establishment located in New York, New Yor, commonly known as Scores NY, she was discriminated and retaliated against because of her race in violation of both Federal and State law. A motion for default judgment was denied, and Plaintiff was granted permission to file and serve an Amended Complaint. The likelihood of success on the merits is negligible because the Company, as simply the owner of the “Scores” brand and trademarks, did not own, operate or otherwise control Scores NY or employ, manage, or otherwise control Plaintiff’s employment. Towards that end, a motion for summary judgment was fully submitted on behalf of the Company on June 24, 2022. Unfortunately, the Court denied the Company’s motion because Plaintiff had not been given the opportunity to depose any witnesses. All depositions have since been taken. On July 21, 2023 a settlement in principle was reached and an 86 day extension of time was granted by the court to file a dismissal order by 10/10/23 indicating SCRH and Harvey would each pay Jessica B Hall $6,000. On October 2, 2023 a settlement agreement was signed.

On January 21, 2022 the Company and “Scores Chicago” entered into a Settlement Agreement and Amendment to the Licensing Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to change the monthly licensing fee to a flat rate. All other terms of the original agreement were to remain in effect.

On March 23, 2022 the Company and “Scores Las Vegas” entered into a First Amendment to the Scores Trademark Sublicense Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to make a one-time payment for granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant for a period of twenty-five years. All other terms of the original agreement were to remain in effect.

On September 23, 2022, the Company and “Scores Sports Bar” entered into a First Amendment to Scores Sports Bar Service/Trademark License Agreement. Because of the impact the Covid 19 Pandemic had on the economy and the hospitality industry, certain benchmarks in the original licensing agreement became difficult to accomplish. Essentially the amendment extended the term of the original agreement, established a new timeframe for licensing fee payments and reduced the minimum number of new establishments to be opened to a more realistic amount given the economic effects of Covid 19.

There are no other material legal proceedings pending to which the Company or any of its property is subject, nor to the Company’s knowledge are any such proceedings threatened.

Note 8.SUBSEQUENT EVENTS

Please see Note 7 for events concerning legal matters.

Management evaluated subsequent events through the date of this filing and determined that no additional events have occurred that would require adjustment to or disclosure in the unaudited condensed consolidated financial statements.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

Scores Holding Company, Inc. (“Scores,” the “Company,” “we,” “us” or “our”) was incorporated in Utah on September 21, 1981 under the name Adonis Energy, Inc. We adopted our current name in July 2002. Since 2003, we have been in the business of licensing the “Scores” trademarks and other intellectual property to fine gentlemen’s nightclubs with adult entertainment in the United States. As of ~~November~~June 2717, ~~2023~~2024, there are six such clubs operating under the Scores name, in Chicago, Illinois; Tampa, Florida; Mooresville, North Carolina; Palm Springs, Florida, Las Vegas, Nevada, and Huntsville Alabama.

On January 27, 2009, Mitchell’s East LLC, wholly owned by Robert M. Gans, acquired a majority interest in our outstanding capital stock. I.M. Operating LLC (“IMO”), which is partially owned by Robert M. Gans who is also our majority shareholder, has signed a licensing agreement with us and commenced operations in New York of a new club (the “New York Club”) under the Scores name in May 2009. Effective September 1, 2017, IMO no longer owned or operated the New York Club and terminated its licensing agreement with the Company. IMO sold the New York Club to Club Azure LLC (“CA”) which was owned by Mark Yackow who is the sole owner (100%) of CA and former Chief Operating Officer of IMO. Mr. Yackow passed away on October 12, 2020. Effective September 1, 2017, the Company granted an exclusive, non-transferable license for the use of the “Scores New York” to CA for the New York Club.

Impact of COVID-19

As a result of the COVID-19 virus, during the first and second quarter of 2020, state and local governments have required all but certain essential businesses to close, including all eight clubs operating under the Scores name. The impact on such clubs’ revenue was material in 2020 and resulted in a significant decline in our royalty revenues.

That said it should be noted all royalty paying licensees have reopened and are current. In addition, cash collections increased from $235,000 during 2020 to $249,000 and $858,000 during 2021 and 2022 respectively.

Although there are fewer licensees and some of the licensing fees have been re-negotiated management believes the worst of the effects the Covid 19 pandemic are over. The lifting of many, if not all, gathering restrictions imposed by local government has vastly improved the appeal of adult entertainment -oriented establishments. Consequently, the Company has seen a recent increase in the number of such establishments interested in utilizing the SCORES brand trademarks.

Summary of Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies and estimates during the ~~six~~nine months ended ~~June~~September 30, 2022 from our critical accounting policies and estimates disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Form 10-K.

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Results of Operations

Three Months Ended ~~June~~September 30, 2022 (“the 2022 three-month period”) Compared to Three Months Ended ~~June~~September 30, 2021 (“the 2021 three-month period”).

Revenues:

Revenues increased to $73,500 for the 2022 three-month period from $ 6162,~~001~~000 for the 2021 three-month period. Revenues primarily increased as we recognized previously deferred income under ASC 606.

Our licenses are structured such that we receive royalty payments representing a percentage of revenues of the licensee, or structured with a flat monthly rate.

Other Expense

Total other expenses ~~increased~~decreased to $(~~379~~392) for the 2022 three-month period from $(4,~~002~~049) from the 2021 three-month period. Total other expenses for the 2022 three month-period and 2021 three month-period included interest expense of $~~379~~392 and $4,~~002~~049, respectively.

General and Administrative Expenses:

General and administrative expenses ~~decreased~~increased slightly during the 2022 and 2021 three-month period to $77,~~405~~344 from $9965,~~887~~461, respectively. Virtually all of the ~~decrease~~increase in operating expenses can be attributed to the ~~decrease~~increase in ~~legal~~professional ~~expenses~~fees. Legal expenses, which are reflected in general and administrative expenses, attributable to ongoing litigation amounted to $65,~~220~~961 for 2022 and $2910,~~403~~951 for 2021.

Provision for Income Taxes

The provision for income taxes relates primarily to the greater of average assets and capital taxable income. The average assets and capital are not impacted by net operating losses.

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Net Loss:

Our net loss ($4,~~284~~236) or ($0.00) per share for the 2022 three-month period as compared to our net loss was ($427,~~888~~510) or ($0.00) per share for the 2021 three-month period. This increase in our net income is due to recognition of income that was previously deferred with ASC 606.

Net ~~income(~~loss) per share data for both the 2022 three-month period and the 2021 three-month period is based on net ~~income/(~~loss) available to common shareholders divided by the weighted average of the number of common shares outstanding.

~~Six~~Nine Months Ended ~~June~~September 30, 2022 (“the 2022 ~~six~~nine-month period”) Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2021 (“the 2021 ~~six~~nine-month period”).

Revenues:

Revenues increased to $~~487~~561,~~500~~000 for the 2022 ~~six~~nine-month period from $~~120~~182,001 for the 2021 ~~six~~nine-month period. Revenues primarily increased as we recognized previously deferred income under ASC 606.

Our licenses are structured such that we receive royalty payments representing a percentage of revenues of the licensee, or structured with a flat monthly rate.

Other Expense

Total other expenses ~~increased~~decreased to $(45,~~901~~292) for the 2022 ~~six~~nine-month period from $(712,~~960~~009) from the 2021 ~~six~~nine-month period. Total other expenses for the 2022 ~~three~~nine month-period and 2021 ~~three~~nine month-period included interest expense of $45,~~901~~292 and $712,~~960~~009, respectively.

General and Administrative Expenses:

General and administrative expenses decreased slightly during the 2022 and 2021 ~~six~~nine-month period to $~~175~~252,~~441~~786 from $~~192~~257,~~240~~701, respectively. Virtually all of the decrease in operating expenses can be attributed to the decrease in legal expenses and reduction of day to day expenses due to COVID. Legal expenses, which are reflected in general and administrative expenses, attributable to ongoing litigation amounted to $3844,~~234~~195 for 2022 and $5255,~~651~~801 for 2021.

Provision for Income Taxes

The provision for income taxes relates primarily to the greater of average assets and capital taxable income. The average assets and capital are not impacted by net operating losses.

Net Income (Loss):

Our net income $~~307~~302,~~158~~922 or $0.002 per share for the 2022 ~~six~~nine-month period as compared to our net loss was ($8087,~~199~~709) or ($0.00001) per share for the 2021 ~~six~~nine-month period. This increase in our net income is due to recognition of income that was previously deferred with ASC 606.

Net income(loss) per share data for both the 2022 ~~six~~nine-month period and the 2021 ~~six~~nine-month period is based on net income/(loss) available to common shareholders divided by the weighted average of the number of common shares outstanding.

Liquidity and Capital Resources

Going Concern:

Various conditions such as the accumulated losses, working capital deficit, significant debt, and the results of litigation raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial

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statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Cash:

At ~~June~~September 30, 2022, we had $ 1213,~~802~~717 in cash and cash equivalents compared to $33,353 in cash and cash equivalents at December 31, 2021.

Operating Activities:

Net cash provided by operating activities for the 2022 ~~six~~and 2021 nine-month period was $~~353~~354,~~795~~710 and ~~net cash used in operating activities for the 2021 six-month period was(~~$553,~~951)~~379, respectively. The increase in cash is related to the receipt of monies related to the collection of deferred revenue and collection of trade receivable.

Financing Activities:

Net cash used in financing activities for the 2022 ~~six~~nine-month period was ($374,346) and net cash used in financing activities for the 2021 ~~six~~nine-month period was $0.

Investing Activities:

Net cash provided by investing activities for the 2022 ~~six~~nine-month period was $0 and net cash used in investing activities for the 2021 ~~six~~nine-month period was $0.

Future Capital Requirements:

We have incurred significant losses since the inception of our business. Since our inception, we have been dependent on funding from private lenders and investors to conduct operations. As of ~~June~~September 30, 2022, we had an accumulated deficit of $(6,~~831~~835,~~524~~760). As of ~~June~~September 30, 2022, we had total current assets of $~~109~~84,~~172~~695 and total current liabilities of $~~260~~245,~~893~~152 or working capital deficit of $~~151~~160,~~721~~457. As of December 31, 2021, we had total current assets of $211,404 and total current liabilities of $775,783 or working capital deficit of $564,379. The decrease in the amount of working capital deficit has been primarily attributable to the repayment of the accrued expenses, related party and relate party loan payable.

We will continue to evaluate possible acquisitions of or investments in businesses, products and technologies that are complementary to ours. These may require the use of cash, which would require us to seek financing. We may sell equity or debt securities or seek credit facilities to fund acquisition-related or other business costs. Sales of equity or convertible debt securities would result in additional dilution to our stockholders. We may also need to raise additional funds in order to support more rapid expansion, develop new or enhanced services or products, respond to competitive pressures, or take advantage of unanticipated opportunities. Our future liquidity and capital requirements will depend upon numerous factors, including the success of our adult entertainment trademark licensing business.

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Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in this report and other filings with the Securities and Exchange Commission, reports to the Company’s shareholders. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.

The forward-looking statements contained in this report include, but are not limited to, statements regarding (1) the Company’s ability to finance its future working capital.

The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Recently Issued Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of ~~June~~September 30, 2022.

Impact of inflation and seasonality

We do not anticipate any changes due to inflation and/or seasonality.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.CONTROLS AND PROCEDURES.

There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

(a)

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer), as of ~~June~~September 30, 2022, the end of the period covered by this report, our CEO and Chief Financial Officer have concluded that our disclosure of controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are not effective to provide reasonable assurance that information required to be disclosed by us in

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~~“Exchange Act”)), are not effective to provide reasonable assurance that information required to be disclosed by us in~~ reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management concluded that our disclosure controls and procedures were not effective as of ~~June~~September 30, 2022 because of the deficiencies in our internal control over financial reporting relating to the effectiveness and timeliness of our financial statement review process, including policies and procedures governing our financial statement close process, and control in the preparation, documentation, and review of journal entries and account reconciliations

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The control deficiencies as of ~~June~~September 30, 2022, and subsequent reports should be considered material weaknesses in our internal control over financial reporting.

As set forth below, management has taken or will take steps to remediate the control deficiencies identified above. Notwithstanding the control deficiencies described above, we have performed additional analyses and other procedures to enable management to conclude that our condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial condition and results of operations as of and for the ~~three~~nine-month period ended ~~June~~September 30, 2022.

Management’s Remediation Plan

In response to the deficiencies discussed above, we plan to continue efforts already underway to improve internal control over financial reporting, which include creating formal policies and procedures governing our financial statement close process, and control in the preparation, documentation, and review of journal entries and account reconciliations.

Management and our Board of Directors will continue to monitor these remedial measures and the effectiveness of our internal controls and procedures.

Changes in Internal Control over Financial Reporting

Other than as described above, there were no changes in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the Company’s quarter ended ~~June~~September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

It should be noted as outlined below the results of two separate events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement.

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Third, the past due amounts including principal and interest under the Royalty Settlement Agreements were $382,259 as of December 1, 2018. On this date the Company entered into an agreement (the “Settlement and Offset Agreement”) to offset the Royalty Amount owed to the Company against the Voronina Amount owed to Metropolitan, thereby reducing the amount owed by the Company to Metropolitan to $399,139 (the “Net Voronina Amount”) pursuant to the terms of a Settlement and Offset Agreement made by and among the Company, Star Light, Swan, Metropolitan and Robert M. Gans. The Net Voronina Amount is payable pursuant to a promissory note (the “Voronina Note”), which bears simple interest at the rate of 4% per annum, in 86 consecutive monthly installments of $5,000 and a final installment of $1,370, with the initial installment due and payable on February 1, 2022 (or the first business day thereafter). The Company may prepay the Voronina Note at any time, in whole or in part without premium or penalty. The Offset Agreement also provides for the immediate termination of the Royalty Settlement Agreements and the related promissory notes and guarantees. On March 28, 2022, the entire balance due of the Voronina Note in the amount of $373,068 was paid in full.

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There are no other material legal proceedings pending to which the Company or any of its property is subject, nor to the Company’s knowledge are any such proceedings threatened.

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ITEM 1A.RISK FACTORS.

Not applicable.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5.OTHER INFORMATION.

None.

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ITEM 6.EXHIBITS.


Exhibit No.		Description
31.1		*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
31.2		*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
32.1		±Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
32.2		±Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
101.INS		*XBRL Instance Document
101.SCH		*XBRL Taxonomy Schema Document
101.CAL		*XBRL Taxonomy Calculation Linkbase Document
101.DEF		*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		*XBRL Taxonomy Extension Label Linkbase Document
101.PRE		*XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*	Filed herewith.

±Furnished herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SCORES HOLDING COMPANY, INC.
Date: April 5, 2024	By:	/s/ Robert M. Gans
Date: June 18, 2024	By:	/s/ Robert M. Gans
		Robert M. Gans
		Chief Executive Officer and Director
		(Principal Executive Officer)
Date: April 5, 2024	By:	/s/ Howard Rosenbluth
Date: June 18, 2024	By:	/s/ Howard Rosenbluth
		Howard Rosenbluth
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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