UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended: December 31, ~~2021~~2022


	☐	TRANSITION REPORT UNDER 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)

Registrant’s telephone number, including area code: (212) 246–9090

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

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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 the 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 ☒

On June 30, ~~2021~~2022 the last business day of the registrant’s most recently completed second fiscal quarter, 76,285,914 shares of its common stock, $0.001 par value per share (its only class of voting or non-voting common equity) were held by non-affiliates of the registrant. The market value of those shares was $~~762~~15,~~859~~257.~~14,~~18 based on the last sale price of $.010002 per share of the common stock on that date. Shares of common stock held by each officer and director and by each shareowner affiliated with a director have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of officer or affiliate status is not necessarily a conclusive determination for other purposes.

As of ~~September~~March 123, ~~2023,~~2025 there were 165,186,144 shares of the registrant’s common stock, par value $0.001, issued and outstanding.

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SCORES HOLDING COMPANY, INC.

Form 10-K

For the Fiscal Year Ended December 31, ~~2021~~2022

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS	3
PART I	3
ITEM 1. BUSINESS.	3
ITEM 1A. RISK FACTORS.	6
ITEM 1B. UNRESOLVED STAFF COMMENTS.	6
ITEM 1C. CYBERSECURITY	7
ITEM 2. PROPERTIES.	7
ITEM 3. LEGAL PROCEEDINGS.	7
ITEM 4. MINE SAFETY DISCLOSURES.	910
PART II	9
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	910
ITEM 6. [RESERVED]	1011
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	1011
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	1415
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	1415
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	1415
ITEM 9A. CONTROLS AND PROCEDURES.	1415
ITEM 9B. OTHER INFORMATION.	1516
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	1516
PART III	1617
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	1617
ITEM 11. EXECUTIVE COMPENSATION.	1820
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	2021
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	2122
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	2324
PART IV	2425
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	2425
ITEM 16. FORM 10-K SUMMARY.	2627
INDEX TO FINANCIAL STATEMENTS	F-1
SIGNATURES	2728

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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, 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, those discussed in the sections “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”. 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.

References to the terms “Scores,” the “Company,” “we,” “us,” and “our” refer to Scores Holding Company, Inc. and all entities owned by us, except where it is clear that the term means only the parent company.

PART I

ITEM 1. BUSINESS.

Overview

Scores Holding Company, Inc. 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 ~~August 4~~February 26, ~~2023~~2025 there are five such clubs operating under the Scores name, in Chicago, Illinois; Tampa, Florida; Mooresville, North Carolina; Palm Springs, Florida; and Las Vegas, Nevada.

Our trademarks and copyrights surrounding the Scores trade name are critical to the success and potential growth of our business. On December 9, 2013, the Company entered into a license agreement with its subsidiary, Scores Licensing Corp. (“SLC”), granting SLC the exclusive right to use certain trademarks, including the “Scores” stylized trademark, in connection with certain goods and services. The grant of license also includes the right to issue sublicenses to third parties, subject to the approval of the Company. Pursuant to the agreement, SLC shall pay to the Company a royalty, as determined by the Company, such as a percentage of net revenue or a flat fee, received in connection with the provision of services and/or sale of goods using the trademarks. SLC may also pay a percentage, as determined by the Company, of all royalties received by SLC under any sublicense agreements. SLC and any sublicensees are to adhere to quality standards as set by the Company, and the Company has the right to inspect all facilities and approve all promotional and marketing materials as well as any related packaging. The agreement has a one-year term with automatic one-year renewals, subject to either party’s election to terminate the agreement at least thirty days prior to such renewal. The Company also has the right to terminate the agreement, with immediate effect, upon the occurrence of certain events. The license is subject to any pre-existing license agreements as of the date of the agreement. As of the date of this report, the license is still in full force and effect.

Change in our Ownership

On January 27, 2009, pursuant to a stock purchase agreement (the “SPA”), Mitchell’s East LLC (“Buyer”), purchased an aggregate of 88,900,230 shares (the “Owned Shares”) of our common stock beneficially owned by Richard Goldring and Elliot Osher (collectively the “Share Sellers”), as well as any rights Harvey Osher (the Share Sellers and Harvey Osher, together, the “Sellers”) may have in 13,886,059 shares of our common stock (the “Decedent Owned Shares”) currently held of record by the estate of William Osher, deceased, and any rights the Sellers may have in an additional 2,400,001 shares of our common stock (the “Expectancy Shares”). Under the terms of the SPA, Harvey Osher is to deliver to the Buyer the Decedent Owned Shares that he may receive, and the Sellers are to deliver to the Buyer any shares of the Company underlying the Expectancy Shares that any such Seller may receive. Additionally, pursuant to the SPA, each of the Sellers granted to Buyer an irrevocable proxy enabling Buyer to act as his proxy with respect to any shares underlying the Decedent Owned Shares and the Expectancy Shares, as applicable.

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The Owned Shares represent approximately fifty four percent (54%) of our outstanding capital stock and the Owned Shares together with the Decedent Owned Shares represent approximately sixty two percent (62%) of our outstanding capital stock.

As a result of the SPA, a change of control had occurred. Robert M. Gans, our Chief Executive Officer and director, is the sole owner of Mitchell’s East LLC, and currently beneficially owns 53.8% shares of our common stock.

Changes in our Management

On August 6, 2010, we appointed Robert M. Gans as our President and Chief Executive Officer and as a member of our Board of Directors. Robert M. Gans and Martin Gans, one of our existing Board members, are brothers. Also on August 6, 2010, we appointed Howard Rosenbluth as our Treasurer and Chief Financial Officer. Mr. Rosenbluth is also a director.

In May 2009, Stephen J. Sabbeth became our director of acquisitions and licensing. He resigned as of August 5, 2021.

Nightclubs Currently Licensing our Scores Brand

Pursuant to the Assignment Agreement between us and EMS dated January 27, 2009, payments due to EMS under existing licenses with non-affiliated clubs were assigned to us. Since this Assignment Agreement, we have retained 100% of the royalty payments from each of these clubs.

In 2003, EMS licensed the use of the “Scores Chicago” name to Stone Park Entertainment, Inc. for its club in Chicago, Illinois. The license is for a term of five years, with five successive five year renewal terms. See “Item 3. Legal Proceedings” for information regarding our legal proceeding against this licensee. 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 September 30, 2010, we entered into a licensing agreement with Tampa Food & Entertainment, Inc. for the use of the name “Scores Tampa.” Upon signing the contract, we received a non-refundable fee. The license is for a term of five years, with five successive five year renewal terms. See “Item 3. Legal Proceedings” for information regarding our legal proceeding against this licensee.

On February 10, 2014, we (through our subsidiary Scores Licensing Corp, “SLC”) entered into a trademark license agreement with TWDDD, Inc., granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant in Mooresville, North Carolina. The license is for a term of five years, with five successive five year renewal terms. Pursuant to the written agreement, SLC also granted the licensee a non-exclusive, non-transferable license to sell certain licensed products bearing our trademarks. As discussed in our Notes to the Consolidated Financial Statements because of the tenuous nature of the gentlemen’s club industry in general and the resulting financial instability of this licensee in particular, the Company follows ASC 606 and only recognizes revenue when the collection of revenue is considered probable.

Effective August 31, 2015, we (through our subsidiary SLC.) entered into a trademark license agreement with Palm Springs Grill LLC, granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant in Palm Springs, Florida. The license is for a term of five years, with five successive five year renewal terms. See “Item 3. Legal Proceedings” for information regarding our legal proceeding against this licensee.

Effective December 2, 2016, we (through our subsidiary SLC.) entered into a trademark license agreement with Southern Highland Centerfolds Inc. granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant in Las Vegas, Nevada. The license is for a term of five years, with five successive five year renewal terms. 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.

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On March 5, 2020, we (through our subsidiary SLC) entered into a trademark license agreement with Cheetah Club LLC, granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant in Huntsville, Alabama. The license is for a term of five years, with five successive five year renewal terms. Pursuant to the written agreement, SLC also granted the licensee a non-exclusive, non-transferable license to sell certain licensed products bearing our trademarks. See “Item 3. Legal Proceedings” for information regarding our legal proceeding against this licensee.

Recent Events

As a result of the COVID-19 virus, during the first quarter of 2020, state and local governments have required all but certain essential businesses to close, including all clubs operating under the Scores name. 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.

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.

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.

Competition

The adult nightclub entertainment business is highly competitive with respect to price, service, location and professionalism of its entertainment. Sublicensed clubs will compete with many locally-owned adult nightclubs. It is our belief, however, that only a few of these nightclubs have names that enjoy recognition and status equal to the Scores brand. Other localities where our “Scores” brand is licensed have similar competitive environments.

We believe the combination of our name recognition and our distinctive entertainment environment allows our licensees to effectively compete within the industry, although we cannot assure anyone that this will prove to be the case. The success of our licensees depends upon their ability to retain quality entertainers, employees and to provide customer service to their customers. The inability to sustain quality entertainers, employees and customer service could have a material or adverse impact on the ability of our licensees to compete within the industry.

Employees

As of December 31, ~~2021~~2022, we had no employees. Accounting, legal and other supporting services are being provided pursuant to a Management Services Agreement with owed Metropolitan Lumber Hardware and Building Supplies, Inc. (“Metropolitan”).

Intellectual Property

Our business is dependent on a combination of trademarks, domain names, trade names, trade secrets and other proprietary rights in order to protect our intellectual property rights. As of the date of this report, we have 15 registered trademarks in the United States.

Government Regulation

Our licensees are subject to a variety of governmental regulations depending upon the laws of the jurisdictions in which they operate. The most significant governmental regulations are described below.

Liquor Licenses

Our licensees are subject to state and local licensing regulation of the sale of alcoholic beverages. We expect licensees to obtain and maintain appropriate licenses allowing them to sell liquor, beer and wine. Obtaining a liquor license may be a time consuming procedure. In New York, for example, a licensee must make an application to the New York State Liquor Authority (the “NYSLA”) for a liquor license regarding its proposed nightclub. The NYSLA has the authority, in its discretion, to issue or deny such a license request. The NYSLA typically requires local community board approval in connection with such grants. Approval is usually granted or denied within 90-120 days from the initial application date, but can take longer in certain circumstances. Other jurisdictions have their own procedures.

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Liquor Licenses

We cannot offer any assurance that our licensees will obtain liquor licenses or that, once obtained, they will maintain their liquor licenses or be able to assign or transfer them if necessary. A license to sell alcoholic beverages in many cases requires annual renewal and may be revoked or suspended for cause, including any regulatory violation by the nightclub operating the license or its employees. Royalties for our business could decrease, if one or more of our licensees fails to maintain its liquor license.

“Cabaret” Licenses

Although not a requirement, our licensees typically request a cabaret license in connection with the operation of their nightclubs. Cabaret licenses are not a requirement in all states; however, some states mandate that such licenses be obtained prior to the operation of an adult nightclub. We believe our licensees comply with all regulatory laws regarding cabaret or an adult entertainment license; however, there is no assurance that any of their licenses will remain effective or that they could be assigned or transferred if necessary. If one or more of our licensees failed to maintain a required license, this could have a material or adverse effect on our cash flow and profitability.

Zoning Restrictions

Adult entertainment establishments must comply with local zoning restrictions which can be stringent. Although we expect our licensees to operate within “zoned” areas, we cannot make any assurances that local zoning regulations will remain constant, or that if changed, our licensees will be able to continue operations under our Scores brand name trademark. If zoning regulations were to restrict the operations of one or more of our licensees, this could have a material or adverse effect on our cash flow and profitability.

Trademarks

We hold trademark and/or service mark registrations in the United States. Such registrations were granted on various dates and are subject to renewal on various dates. Some of these trademarks are also registered in other jurisdictions outside of the United States. Applications have also been filed in the United States for other trademarks and/or service marks incorporating the SCORES word trademark, as well as others.

Our trademarks and service marks provide significant value to us and are an important factor in our business. We believe that our trademarks and service marks do not infringe the intellectual property rights of any third parties.

Available Information

Our Internet website is www.scoresholding.com. Information on our website should not be considered incorporated by reference into our filings with the SEC. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, under the SEC filings tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, the SEC maintains a website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

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ITEM 2. PROPERTIES.

As of July 1, 2008, West Side Realty of New York, Inc. (“WSR”), the owner of the West 27th Street Building, became the new lessor of our 700 square feet office occupancy at that location. Since April 1, 2009, the monthly rent, which includes overhead cost, has been $2,500. Robert M. Gans, the Company’s President, Chief Executive Officer, and majority shareholder, is the majority owner (80%) of WSR. The Company ceased leasing office space on December 31, 2020. The Company incurred rent expense of $-0- and $30,000 for the years ending December 31, 2021 and 2020.

The Company owed WSR $30,000 and $30,000 in unpaid rents as of December 31, 2021 and December 31, 2020, respectively.

ITEM 3. ~~LEGAL PROCEEDINGS~~1C. CYBERSECURITY

OnRisk orManagement ~~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).Strategy

OnManagement ~~September 5,~~believes ~~2019,~~ the Company ~~together~~has ~~with~~adequate ~~its~~processes ~~subsidiary~~and ~~SLC~~systems ~~filed~~to amaintain ~~civil~~the ~~action~~confidentiality inof ~~Supreme~~its ~~Court~~communications ofand ~~New~~records. ~~York~~However, ~~New~~given ~~York~~our ~~County~~current ~~against~~business ~~Scores~~plan ~~Alabama. A cease~~ and ~~desist~~lack ~~letter~~of ~~was~~significant ~~sent.~~operations ~~The~~and ~~Company~~employees, ~~finally~~management ~~entered~~does ~~into~~not abelieve ~~license~~that ~~agreement~~cybersecurity asthreats ofconstitute ~~March 5,~~a ~~2020~~material ~~with~~risk ~~Cheetah Club, LLC~~ for athe ~~club located in Huntsville, Alabama~~Company. ~~They~~The ~~agreed~~Company tocurrently ~~pay~~does ~~the~~not ~~arrears~~have ~~and~~formal ~~then~~processes ~~cease~~for ~~using~~assessing, ~~the~~identifying ~~Scores~~and ~~brand~~managing byrisks ~~March 31,~~from ~~2023.~~cybersecurity Onthreats ~~April 11,~~to ~~2023,~~ the Company ~~agreed~~directly toor ~~terminate~~through ~~the~~third-party ~~licensing~~service ~~agreement~~providers. ~~and~~We ~~settle~~do ~~this~~not ~~matter~~engage ~~for~~assessors, ~~$45~~consultants,~~000,~~ ~~which~~auditors ~~was~~or ~~paid~~other onthird ~~May 23,~~parties ~~2023~~in connection with cybersecurity.

ItThe ~~should~~Company behas ~~noted~~not asexperienced ~~outlined~~any ~~below~~cybersecurity ~~the~~incidents ~~results~~to ~~of two separate events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement~~date.

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.Governance

~~IMO,~~The ~~Star~~board ~~Light and Swan owed the Company an aggregate~~ of ~~$255,406,~~directors ~~$75,000,~~oversees ~~and~~risks ~~$50,000~~from ~~respectively~~cybersecurity inthreats ~~full~~as ~~settlement~~part of ~~unpaid~~its ~~royalties~~risk ~~and~~oversight ~~other fees (the “Royalty Amount”)~~function. ~~The~~However, ~~settlement~~there ~~amounts~~are ~~were~~no ~~payable~~specific ~~pursuant~~processes toor ~~promissory~~committees ~~notes~~by ~~in monthly~~which ~~installments~~the ~~commencing~~board ~~March 1,~~of ~~2017,~~directors ~~and~~may ~~bears~~be ~~simple~~informed ~~interest~~about atsuch ~~the rate of 4% per year~~risks.

~~Robert~~Management ~~M. Gans~~ is aresponsible ~~majority~~for ~~owner~~assessing ofand ~~the~~managing ~~equity~~any ofmaterial ~~each~~risks ofto the ~~Licensees~~Company ~~and~~from ~~guaranteed~~cybersecurity ~~the~~threats. ~~payment~~However, ofmanagement ~~each~~has ~~Licensee’s~~no ~~obligations~~specific ~~under~~expertise ~~each~~in ofsuch ~~the~~matters, 3and ~~Settlement~~there ~~Documents.~~are ~~The~~no ~~Licensees~~specific ~~were~~processes ~~not~~by ~~current~~which ~~with~~management ~~respect~~is toinformed ~~their~~about ~~obligations~~or ~~under~~monitors the ~~Settlement~~prevention, ~~Documents~~detection, mitigation and ~~the~~remediation ~~Company~~of ~~did~~cybersecurity ~~not~~incidents. ~~call~~If ~~upon~~any ~~Mr. Gans~~such risks were identified, management would report such risks to ~~honor~~the ~~his~~board ~~Guaranties~~of directors.

~~Second,~~The onboard ~~April 3,~~of ~~2016,~~directors ~~50 individuals purporting to be professional models~~ and~~/or~~ ~~actresses~~management ~~collectively,~~will ~~(the~~assess ~~“Plaintiffs”) filed a civil suit in~~ the ~~United~~risks ~~States District Court for the Southern District~~ of ~~New~~cybersecurity ~~York~~threats ~~against~~to ~~the~~its ~~Company,~~business ~~I.M.~~adopt ~~Operating,~~processes ~~LLC,~~for ~~The Executive Club~~assessing, ~~LLC,~~identifying and ~~Robert~~managing M.risks ~~Gans,~~from ~~collectively~~cybersecurity ~~the~~threats ~~(the~~as “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)warranted.

7ITEM 2. PROPERTIES.

~~Table~~As of ~~Contents~~July 1, 2008, West Side Realty of New York, Inc. (“WSR”), the owner of the West 27th Street Building, became the new lessor of our 700 square feet office occupancy at that location. Since April 1, 2009, the monthly rent, which includes overhead cost, has been $2,500. Robert M. Gans, the Company’s President, Chief Executive Officer, and majority shareholder, is the majority owner (80%) of WSR. The Company ceased leasing office space on December 31, 2020. The Company incurred rent expense of $-0- and $-0- for the years ending December 31, 2022 and 2021.

~~Plaintiffs claims in the Voronina matter for $1,310,000 (the “Voronina Settlement Agreement”).~~ The Company ~~had~~owed ~~insufficient~~WSR ~~liquid resources to enable it to make a portion of the settlement payments called for by the Voronina Settlement Agreement. Metropolitan~~$22,500 ~~made~~and ~~loans to the Company in the aggregate amount of~~ $~~770~~30,000 toin ~~enable~~unpaid ~~the~~rents ~~Company~~as toof ~~make~~December ~~the~~31, ~~payments~~2022 ~~under~~and ~~the Voronina Settlement Agreement. On~~ December 1, ~~2018~~31, ~~the balance due Metropolitan inclusive of interest was $781~~2021,~~399~~ respectively.

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,~~ITEM ~~Inc~~3., ~~Scores~~LEGAL ~~Licensing Corp~~PROCEEDINGS., Tampa Food and Hospitality Corp., d/b/a Scores Tampa, et al, filed in the Circuit Court of the 13th 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.

On or about July 1527, ~~2019~~2018, ~~plaintiff~~Plaintiff ~~Jeremy~~Luisa ~~Green,~~Santos de Oliveira filed a ~~former~~Complaint ~~consultant~~against tothe ~~Swan~~Company ~~Media~~and ~~Group, Inc~~various other Defendants (the “~~SMG~~Complaint”), ~~commenced~~alleging anviolations ~~action~~of inboth the Fair Labor Standard Act, as amended, 29 U.S.C. ~~District~~§ ~~Court,~~201 ~~Southern~~et ~~District~~seq of(“FLSA”) and New York ~~against~~Labor ~~Scores~~Laws ~~Holding Co~~(“NYLLs”). Plaintiff claimed that Defendants failed, inter alia, to pay her (1) ~~Inc~~statutory minimum wages; (2) overtime wages; and (3) spread of hours and wages. In addition, ~~Scores~~Plaintiff ~~Media~~alleged ~~Group~~that ~~LLC,~~she ~~Scores~~never ~~Digital~~received ~~Gaming~~any ~~LLC~~notices from Defendants that Defendants were taking a tip credit (~~“SDG”~~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 ~~individual~~overtime ~~defendants~~rates ~~Robert~~of ~~Gans~~pay or an accurate wage statement with each payment of wages. Finally, Plaintiff claimed that she was not reimbursed for equipment costs and ~~Charilaos~~that ~~Yioves~~Defendants ~~seeking~~misappropriated totips ~~recover~~she received from ~~all~~customers. ~~defendants~~On ~~under~~or ~~various~~about ~~theories~~November 20, of2018, ~~breach~~Defendants offiled ~~contract~~their Answer to the Complaint denying the aforementioned claims. On March 25, ~~unjust~~2021, ~~enrichment~~after paper discovery was completed, ~~promissory~~Plaintiff ~~estoppels~~voluntarily dismissed her Complaint, ~~fraudulent~~with ~~inducement~~prejudice, ~~and~~against ~~breach~~the ofCompany, ~~implied~~pursuant ~~duty~~to ofthe ~~good~~Federal ~~faith~~Rules of ~~and~~Civil ~~fair~~Procedure ~~dealing~~§ 41(a)(1)(A)(ii).

On October 6 8, ~~2022~~2018, tothe ~~avoid~~Company ~~expense,~~was ~~inconvenience,~~served ~~and~~with ~~uncertainty~~a ofSummons ~~further~~and ~~litigation,~~Complaint in the ~~Company~~action ~~has~~entitled ~~agreed~~Luisa toSantos ~~settle~~de ~~this~~Oliveira ~~matter~~v. ~~for~~Scores ~~$10~~Holding Company,~~000~~ Inc.; ~~Greene~~Club ~~will~~Azure, ~~receive~~LLC; ~~the~~Robert ~~settlement~~Gans; ~~sum~~Mark S. Yackow; Howard Rosenbluth, Docket No. 1:18-cv-06769-GBD, in ~~two~~the ~~payments~~United States District Court of ~~$5,000~~the ~~each.~~Southern District The ~~first~~case ~~settlement~~was ~~payment~~assigned to a Magistrate Judge. There was ~~made~~a ~~upon~~conference ~~execution~~on March 2, 2021 and a Scheduling Order was entered. On March 26, 2021, a Stipulation of Discontinuance was so ordered by the ~~settlement~~Federal ~~agreement~~Court, ~~and~~discontinuing all claims against the ~~second~~Company, ~~payment~~Robert ~~will~~Gans, beMark ~~due~~S. ~~thirty days~~Yackow ~~after~~and ~~the~~Howard ~~first~~Rosenbluth. ~~payment~~Pending Court approval on May 12, 2023, a Stipulation of Voluntary Dismissal Without Prejudice was signed discontinuing all claims against Club Azure LLC.

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 a 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. The parties are very close to settling this matter for a nominal amount. If the case cannot be settled, then the Company will submit a second motion seeking summary judgment, which should be granted given that both the documents and deposition testimony clearly show that the Company did not manage or otherwise control Plaintiff’s employment.7

~~There~~Table ~~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.~~Contents

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.

8It 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.

~~Table~~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 ~~Contents~~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.

~~ITEM 4~~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”). ~~MINE~~The ~~SAFETY~~settlement ~~DISCLOSURES~~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.

~~Not~~Robert ~~applicable~~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”).

~~ITEM~~In July 5.2018, ~~MARKET~~the ~~FOR~~Company ~~REGISTRANT~~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’Ss ~~COMMON~~claims ~~EQUITY~~against the Defendants with prejudice and settled the Plaintiffs claims in the Voronina matter for $1,310,000 ~~RELATED~~(the ~~STOCKHOLDER~~“Voronina ~~MATTERS~~Settlement ~~AND~~Agreement”). ~~ISSUER~~See ~~PURCHASES~~Note OF7 ~~EQUITY~~for ~~SECURITIES~~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.

~~Market~~Third, ~~Information~~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.

~~Our common stock has been quoted on OTC Pink, a marketplace under the OTC Markets Group (formerly known as Pink OTC Markets and Pink Sheets) under the symbol “SCRH” since 2004.~~8

~~Currently~~Table we are a “Pink No Information” company and a “stop” sign was placed on our Company. The Company may not be making material information publicly available. Buying or selling a security on the basis of material nonpublic material information is prohibited under Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5 and 10b5-1 thereunder. Violators may be subject to civil and criminal penalties.Contents

~~The~~In ~~OTC~~an ~~Markets~~action isentitled Jane Doe v. Scores Holding Company, Inc., Scores Licensing Corp., Tampa Food and Hospitality Corp., d/b/a ~~quotation~~Scores ~~service~~Tampa, et al, filed in the Circuit Court of the 13th 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 ~~displays~~she ~~real-time~~was ~~quotes~~a victim of sex trafficking through the Scores adult entertainment club located in Tampa, ~~last-sale~~Florida ~~prices~~(“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 ~~volume~~its’ ~~information~~subsidiary, SLC. After completing discovery, the parties participated in ~~over~~a court ordered mediation and non-binding arbitration. Because the~~-counter~~ 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 ~~OTC~~Company and its’ subsidiary SLC; but, ~~equity~~because ~~securities~~the arbitration was non-binding, the case was set for trial. On the eve of trial, Plaintiff’s counsel sought and ~~may~~received permission from the Court to amend Plaintiff’s Complaint. They also indicated that they were not ~~necessarily~~continuing ~~represent~~their ~~actual~~claims ~~transactions~~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.

On ~~September~~July 1215, ~~2023~~2019, ~~the~~plaintiff ~~closing~~Jeremy ~~price~~Green, ~~per~~a ~~share~~former ofconsultant ~~our~~to ~~Common~~Swan ~~Stock~~Media asGroup, Inc ~~quoted~~(“SMG”), oncommenced ~~the~~an ~~OTC~~action ~~Pink~~in ~~was $~~U.~~001~~S. ~~per~~District ~~share.~~Court, ~~During~~Southern ~~September~~District of New York against Scores Holding Co., ~~2020~~Inc., ~~the~~Scores ~~Company~~Media ~~was~~Group ~~delisted~~LLC, asScores ~~result~~Digital ofGaming ~~the~~LLC ~~inability~~(“SDG”) and individual defendants Robert Gans and Charilaos Yioves seeking to ~~timely~~recover ~~file~~from ~~required~~all ~~annual~~defendants under various theories of breach of contract, unjust enrichment, promissory estoppels, fraudulent inducement and ~~quarterly~~breach ~~reports~~of implied duty of good faith and fair dealing.

~~Holders~~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.

AsFinally, in an action entitled Jessica Hall v. Scores Holding Company, Inc., et al, filed in Federal Court, Southern District of ~~September 12~~New York, ~~2023~~the Plaintiff claims that, ~~there~~while ~~were~~she ~~578~~worked ~~record~~at ~~holders~~an adult entertainment establishment located in New York, New Yor, commonly known as Scores NY, she was discriminated and retaliated against because of ~~our~~her ~~common~~race ~~stock~~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.

~~Dividends~~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.

WeOn ~~have~~March ~~never~~23, ~~declared~~2022 ~~any~~the ~~cash~~Company ~~dividends~~and ~~with~~“Scores ~~respect~~Las toVegas” ~~our~~entered ~~common~~into ~~stock.~~a ~~Future~~First ~~payment~~Amendment ofto ~~dividends~~the isScores ~~within~~Trademark ~~the~~Sublicense ~~discretion~~Agreement ofagreeing ~~our~~to ~~Board~~a ofone-time ~~Directors~~payment ~~and~~to ~~will~~settle ~~depend~~arrears onresulting ~~our~~from ~~earnings,~~the ~~capital~~Covid ~~requirements,~~19 ~~financial~~pandemic ~~condition~~ and ~~other~~to ~~relevant~~make ~~factors.~~a ~~Although~~one-time ~~there~~payment ~~are~~for nogranting ~~material~~it ~~restrictions~~an ~~limiting~~exclusive, ornon-transferable ~~that~~license ~~are~~for ~~likely~~the touse ~~limit,~~of ~~our~~certain ~~ability~~Scores totrademarks ~~pay~~in ~~dividends~~its onnight ~~our~~club/restaurant ~~common~~for ~~stock,~~a weperiod ~~presently~~of ~~intend~~twenty-five toyears. ~~retain~~All ~~future~~other ~~earnings,~~terms ifof ~~any,~~the ~~for~~original ~~use~~agreement inwere ~~our business and have no present intention~~ to ~~pay~~remain ~~cash~~in ~~dividends on our common stock~~effect.

~~Recent~~On ~~Sales~~September 23, 2022, the Company and “Scores Sports Bar” entered into a First Amendment to Scores Sports Bar Service/Trademark License Agreement. Because of ~~Unregistered~~the ~~Securities~~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.

~~None~~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.

~~Table of Contents~~9

~~Securities~~Table ~~Authorized~~of ~~For Issuance under Equity Compensation Plans~~Contents

~~The~~ITEM 4. ~~following~~MINE ~~table~~SAFETY ~~sets forth information about our equity compensation plans as of December 31, 2021~~DISCLOSURES.


	Number of securities to			Number of securities
	be issued upon	Weighted-average		remaining available for
	exercise of outstanding	exercise price of		future issuance under equity
	options, warrants	outstanding options,		compensation plans (excluding
	and rights	warrants and rights		securities reflected in column (a))
Plan category	(a)	(b)		(c)
Equity compensation plans approved by security holders	0	$	0	0
Equity compensation plans not approved by security holders	0	$	0	0
Total	0	$	0	0

Not applicable.


Quarter Ended	High Bid		Low Bid
March 31, 2020	$	.000	$	.000
June 30, 2020	$	.000	$	.000
September 30, 2020	$	.000	$	.000
December 31, 2020	$	.000	$	.000
March 31, 2021	$	.000	$	.000
June 30, 2021	$	.000	$	.000
September 30, 2021	$	.000	$	.000
December 31, 2021	$	.000	$	.000

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information.

Our common stock has been quoted on OTC Pink, a marketplace under the OTC Markets Group (formerly known as Pink OTC Markets and Pink Sheets) under the symbol “SCRH” since 2004.

~~ITEM~~Currently we are a “Pink No Information” company and a “stop” sign was placed on our Company. The Company may not be making material information publicly available. Buying or selling a security on the basis of material nonpublic material information is prohibited under Section 610(b) of the Securities Exchange Act of 1934 and Rules 10b-5 and 10b5-1 thereunder. ~~[RESERVED]~~Violators may be subject to civil and criminal penalties.

~~ITEM 7.~~The ~~MANAGEMENT’S~~OTC ~~DISCUSSION~~Markets ~~AND~~is ~~ANALYSIS~~a OFquotation ~~FINANCIAL~~service ~~CONDITION~~that ~~AND~~displays ~~RESULTS~~real-time OFquotes, ~~OPERATIONS~~last-sale prices, and volume information in over-the-counter, or the OTC, equity securities, and may not necessarily represent actual transactions.

~~This~~On ~~discussion~~February ~~contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “believe~~26,” ~~“expect~~2025,” ~~“anticipate,”~~the ~~“intend,”~~closing ~~“estimate,”~~price ~~“may,”~~per ~~“should,”~~share ~~“could,” “will,” “plan,” “future,” “continue,” and other expressions that are predictions~~ of orour ~~indicate~~Common ~~future~~Stock ~~events~~as ~~and~~quoted ~~trends~~on ~~and~~the ~~that~~OTC doPink ~~not~~was ~~relate~~$.0002 toper ~~historical matters identify forward-looking statements~~share. ~~These~~During ~~forward-looking statements are based largely on our expectations or forecasts of future events~~September 2020, ~~can~~the beCompany ~~affected~~was bydelisted ~~inaccurate~~as ~~assumptions,~~result ~~and are subject to various business risks and known and unknown uncertainties, a number~~ of ~~which are beyond our control. Therefore, actual results could differ materially from~~ the ~~forward-looking~~inability ~~statements~~to ~~contained~~timely infile ~~this~~required ~~document,~~annual and ~~readers~~quarterly ~~are cautioned not to place undue reliance on such forward-looking statements~~reports.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate.Holders

~~Summary~~As of ~~Critical~~February ~~Accounting~~26, ~~Policies~~2025, ~~and~~there ~~Estimates~~were 578 record holders of our common stock.

The following summary of our critical accounting policies is presented to assist in understanding our consolidated financial statements. The consolidated financial statements and notes are representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements. Additional information about our accounting policies and estimates may be found in Note 2 to our consolidated financial statements included in this report.Dividends

We ~~make~~have ~~certain~~never ~~estimates~~declared ~~and~~any ~~assumptions~~cash ~~that~~dividends ~~affect~~with respect to our common stock. Future payment of dividends is within the ~~reported~~discretion ~~amounts~~of our Board of ~~assets~~Directors and ~~liabilities~~will ~~and~~depend ~~the~~on ~~reported~~our ~~amounts~~earnings, ofcapital ~~revenues~~requirements, financial condition and ~~expenses~~other relevant factors. ~~The~~Although ~~accounting~~there ~~policies~~are ~~described~~no ~~below~~material ~~are~~restrictions ~~those~~limiting, weor ~~consider~~that ~~critical~~are inlikely ~~preparing~~to limit, our ~~financial~~ability ~~statements.~~to ~~Some~~pay ofdividends ~~these~~on ~~policies~~our ~~include~~common ~~significant~~stock, ~~estimates~~we ~~made~~presently byintend ~~management~~to ~~using~~retain ~~information~~future ~~available~~earnings, atif ~~the~~any, ~~time~~for ~~the~~use ~~estimates~~in ~~were~~our ~~made.~~business ~~However,~~and ~~these~~have ~~estimates~~no ~~could~~present ~~change~~intention ~~materially~~to ifpay ~~different~~cash ~~information~~dividends oron ~~assumptions~~our ~~were~~common ~~used~~stock.

10Recent Sales of Unregistered Securities

~~Table of Contents~~None.

~~Revenue Recognition~~10

~~Under~~Table ~~Accounting Standards Codification Topic 606 Revenue from Contracts with Customers, “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.~~Contents

~~The~~Securities ~~Company’s~~Authorized ~~license~~For ~~fee~~Issuance ~~revenue~~under isEquity ~~generated~~Compensation 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.Plans

~~A performance obligation is a promise in a contract to transfer a distinct service to the customer.~~ The ~~transaction~~following ~~price~~table ofsets aforth ~~contract~~information isabout ~~allocated~~our toequity ~~each~~compensation ~~distinct~~plans ~~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 transactionDecember 31, ~~that are collected by the Company from a customer, are excluded from revenue~~2022.

Nature of goods and services


	Number of securities to			Number of securities
	be issued upon	Weighted-average		remaining available for
	exercise of outstanding	exercise price of		future issuance under equity
	options, warrants	outstanding options,		compensation plans (excluding
	and rights	warrants and rights		securities reflected in column (a))
Plan category	(a)	(b)		(c)
Equity compensation plans approved by security holders	0	$	0	0
Equity compensation plans not approved by security holders	0	$	0	0
Total	0	$	0	0

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


Quarter Ended	High Bid		Low Bid
March 31, 2021	$	.000	$	.000
June 30, 2021	$	.000	$	.000
September 30, 2021	$	.000	$	.000
December 31, 2021	$	.000	$	.000
March 31, 2022	$	.000	$	.000
June 30, 2022	$	.000	$	.000
September 30, 2022	$	.000	$	.000
December 31, 2022	$	.000	$	.000

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.

~~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~~ITEM ~~month of any licensing agreements, and sometimes are not requested by the licensee and therefore never provided at all~~6. [RESERVED]

~~Inflation~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Although~~This discussion contains forward-looking statements within the ~~effects~~meaning of ~~inflation~~Section 27A ~~vary~~of bythe ~~company~~Securities Act and Section 21E of the ~~Company~~Exchange ~~believes~~Act. ~~there~~The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” and other expressions that are ~~two~~predictions ~~issues~~of ~~wherein~~or ~~inflationary~~indicate future events and trends ~~may~~and ~~affect~~that ~~their~~do ~~accounting~~not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and ~~financial~~are ~~reporting~~subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements.

~~Because~~We ~~inflation~~undertake isno ~~most~~obligation ~~likely~~to ~~driving~~publicly upupdate ~~the~~or ~~costs~~revise any forward-looking statements, whether as a result of ~~acquiring~~new ~~goods~~information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and ~~services~~could ~~the~~adversely ~~Company~~impact isrevenues, ~~looking~~profitability, ~~for~~cash ~~ways~~flows itand capital needs. There can ~~absorb~~be orno ~~pass~~assurance ~~along~~that ~~those~~the ~~increased~~forward-looking ~~costs~~statements contained in this document will, in fact, transpire or prove to ~~its’~~be ~~licensees~~accurate.

InSummary ~~addition,~~of ~~inflation~~Critical ~~may~~Accounting ~~result~~Policies in renegotiating long-term contracts, such as leases or long-term licensing agreements, which in turn may have potential accounting implications. For example, depending on the terms, a modification to a licensing agreement may be necessary for the Company to continue to honor the agreement. All the licensing agreements have “good guy” termination provisions that allows a licensee upon proper and ~~timely notification to terminate the licensing agreement and can be exercised as part of the renegotiating process.~~Estimates

~~Seasonality~~The following summary of our critical accounting policies is presented to assist in understanding our consolidated financial statements. The consolidated financial statements and notes are representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements. Additional information about our accounting policies and estimates may be found in Note 2 to our consolidated financial statements included in this report.

~~Seasonality~~We ~~can~~make becertain ~~defined~~estimates asand ~~periodic~~assumptions ~~fluctuations~~that affect the reported amounts of assets and ~~cycles~~liabilities inand ~~specific~~the ~~areas~~reported amounts of arevenues ~~business~~and ~~following~~expenses. ~~some~~The ~~pattern~~accounting policies described below are those we consider critical in preparing our financial statements. ItSome ~~can~~of bethese apolicies ~~calendar~~include ~~one~~significant ~~like~~estimates ~~summer~~made ~~and~~by ~~spring~~management orusing aninformation ~~economic~~available ~~one~~at ~~like~~the time the ~~Christmas~~estimates ~~season~~were made. However, these estimates could change materially if different information or assumptions were used.

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~~You~~Revenue can use the concept of seasonality in the analysis of stock prices and market trends, or a company can use it to improve working capital management. As an example, if a company usually has lower sales in the second quarter of the year, it can decrease inventory purchases to avoid overstocking.Recognition

~~Upon~~Under ~~reviewing~~Accounting ~~the~~Standards ~~Company’s~~Codification ~~past~~Topic ~~financial~~606 ~~performance~~Revenue ~~there~~from ~~does~~Contracts ~~not~~with ~~seem~~Customers, to“ASC be606”, ~~any~~revenue ~~seasonality~~from to the ~~licensing~~initiation offees ~~their~~are ~~intellectual~~recognizable ~~property~~at ~~rights~~a ~~and~~point ~~trademarks. Although its’ licensees may experience some seasonal fluctuations~~ in ~~their~~time ~~business~~(first month ~~due~~of ~~to fluctuations in~~ the ~~local~~contract) ~~climate~~and ~~where~~royalty ~~they~~revenues are ~~located~~recognized ~~the~~over ~~Company’s~~time ~~revenue~~for ~~stream~~those iscontracts ~~unaffected~~with byprobable itcollections.

~~Impact~~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 ~~COVID-19~~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.

AsA performance obligation is a ~~result~~promise ofin ~~the~~a ~~COVID-19~~contract ~~virus,~~to ~~during~~transfer a distinct service to the ~~first~~customer. ~~and~~The ~~second~~transaction ~~quarter~~price of ~~2020,~~a ~~state~~contract is allocated to each distinct performance obligation and ~~local~~recognized ~~governments~~as ~~have~~revenue ~~required~~when ~~all~~or ~~but~~as ~~certain~~the ~~essential~~customer ~~businesses~~receives tothe ~~close,~~benefit ~~including~~of the performance obligation. The Company’s customers typically receive the benefit of its services as they are performed. Substantially all ~~eight~~customer ~~clubs~~contracts ~~operating~~provide ~~under~~that the ~~Scores~~Company ~~name~~is compensated for services performed to date. ~~The~~Taxes ~~impact~~assessed onby ~~such~~a ~~clubs’~~governmental ~~revenue~~authority ~~was~~that ~~material~~are inboth ~~2020~~imposed on and ~~resulted~~concurrent inwith a ~~significant~~specific ~~decline~~revenue-producing intransaction, ~~our~~that ~~royalty~~are ~~revenues~~collected by the Company from a customer, are excluded from revenue.

~~Upon~~Nature ~~management’s evaluation~~ of ~~relevant~~goods ~~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.services

~~That~~The ~~said~~following itis ~~should~~a bedescription ~~noted~~of ~~all~~the ~~royalty~~Company’s ~~paying~~products ~~licensees~~and ~~have~~services ~~reopened~~from ~~and~~which ~~are~~it ~~current.~~generates ~~In addition~~revenue, ~~cash~~as ~~collections~~well ~~increased~~as ~~from~~the ~~$235~~nature,~~000~~ ~~during~~timing ~~2020~~of tosatisfaction ~~$249,000~~of ~~and~~performance ~~$858~~obligations,~~000~~ ~~during~~and ~~2021~~significant ~~and~~payment ~~2022~~terms ~~respectively.~~for each:

~~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~~i. ~~The~~Licensing 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.Revenue

~~Results~~Licensing fees represent the fees the Company receives from the licensing of ~~Operations~~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.

~~The~~ii. ~~following~~Stand-Ready ~~is a discussion of the results of operations~~ for ~~the year~~Consulting ~~ended~~and ~~December 31,~~Club ~~2021~~Set-up ~~compared to the year ended December 31, 2020.~~Services

~~Revenues:~~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 at all.

~~Revenues decreased to $241,001 for the year ended December 31, 2021 from $263,142 for the year ended December 31, 2020.~~Inflation

~~Our~~Although ~~licenses are structured such that we receive royalty payments representing a percentage of revenues of~~ the ~~licensee,~~effects ~~or structured with a flat monthly rate. The foregoing decrease is a direct result~~ of ainflation ~~decline~~vary inby ~~royalty~~company ~~revenues and COVID-19. Consequently, some licensees exercised their right under~~ the ~~force~~Company ~~majeure~~believes ~~provisions~~there ofare ~~the~~two ~~licensing~~issues ~~agreement~~wherein ~~and~~inflationary ~~were~~trends ~~not~~may ~~obligated~~affect totheir ~~pay~~accounting ~~licensee fees. Gradually as the COVID-19 restrictions eased licensees began to reopen at a renegotiated~~ and ~~lower~~financial ~~licensee fee~~reporting. ~~As a result of the lingering effects of the COVID-19 virus we have continued to see a decrease in revenue.~~

~~Other~~Because ~~Income/(Expense)~~inflation is most likely driving up the costs of acquiring goods and services the Company is looking for ways it can absorb or pass along those increased costs to its’ licensees.

~~Total~~In ~~other~~addition, ~~expenses~~inflation ~~increased~~may toresult ~~$16~~in renegotiating long-term contracts,~~095~~ ~~for~~such ~~the year~~as ~~ended~~leases ~~December 31~~or long-term licensing agreements, ~~2021~~which ~~from~~in ~~total~~turn ~~other~~may ~~income~~have ofpotential ~~$32~~accounting implications. For example,~~447~~ ~~for~~depending on the ~~year~~ ~~ended December 31~~terms, ~~2020.~~a ~~Total~~modification ~~other~~to ~~expenses~~a ~~for~~licensing ~~the year~~agreement ~~ended~~may ~~December 31,~~be ~~2021~~necessary ~~was~~for ~~comprised~~the ofCompany ~~interest~~to ~~expense~~continue ofto ~~$16,095~~honor the agreement. ~~Total~~All ~~other~~the ~~income~~licensing ~~for~~agreements ~~the year~~have ~~ended~~“good ~~December 31,~~guy” ~~2020~~termination ~~was~~provisions ~~comprised~~that ofallows ~~interest~~a ~~expense~~licensee ofupon ~~$15,778~~proper and ~~other~~timely ~~non-recurring~~notification ~~income~~to ~~comprising~~terminate of the ~~reversal~~licensing ofagreement ~~prior year~~and ~~legal~~can ~~fees~~be inexercised ~~the~~as ~~amount~~part of ~~$48,225~~the renegotiating process.

~~General and Administrative Expenses:~~Seasonality

~~General~~Seasonality ~~and~~can ~~administrative~~be ~~expenses~~defined ~~for~~as ~~the years~~periodic ~~ended~~fluctuations ~~December 31, 2021~~ and ~~2020~~cycles ~~were~~in ~~$371,928~~specific ~~and~~areas ~~$387,254,~~of ~~respectively.~~a ~~Virtually~~business ~~all~~following ~~the~~some ~~decrease~~pattern. inIt ~~operating expenses~~ can be ~~attributed~~a tocalendar ~~the~~one ~~decrease~~like insummer ~~salary expense~~ and ~~other~~spring ~~expenses.~~or ~~Legal~~an ~~expenses,~~economic ~~which~~one ~~are~~like ~~reflected~~the inChristmas ~~general and administrative expenses, attributable to ongoing litigation amounted to $61,321 for 2021 and $25,918 for 2020~~season.

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~~Provision~~You ~~for~~can ~~Income~~use ~~Taxes~~the concept of seasonality in the analysis of stock prices and market trends, or a company can use it to improve working capital management. As an example, if a company usually has lower sales in the second quarter of the year, it can decrease inventory purchases to avoid overstocking.

~~The~~Upon ~~provision~~reviewing ~~for~~the ~~income~~Company’s ~~taxes~~past ~~relates~~financial ~~primarily~~performance there does not seem to be any seasonality to the ~~greater~~licensing of ~~average~~their ~~assets~~intellectual ~~and~~property ~~capital~~rights ~~taxable~~and ~~income~~trademarks. ~~The~~Although ~~average~~its’ ~~assets~~licensees ~~and~~may ~~capital~~experience some seasonal fluctuations in their business due to fluctuations in the local climate where they are ~~not~~located ~~impacted~~the byCompany’s ~~net~~revenue ~~operating~~stream ~~losses~~is unaffected by it.

~~Net~~Impact ~~Loss~~of ~~per share:~~COVID-19

~~Our~~As ~~net~~a ~~loss~~result ~~was~~of ~~$147~~the COVID-19 virus,~~022~~ orduring ~~($.00)~~the ~~per~~first ~~share~~and ~~for~~second ~~the year~~quarter ~~ended~~of ~~December 31~~2020, ~~2021~~state asand ~~compared~~local togovernments ~~our~~have ~~net~~required ~~loss~~all ~~was~~but ~~$91~~certain essential businesses to close,~~665~~ orincluding ~~($.00)~~all ~~per~~eight ~~share~~clubs ~~for~~operating under the ~~year~~ ~~ended~~Scores ~~December 31, 2020~~name. The ~~increase~~impact inon ~~net~~such ~~loss~~clubs’ ~~for~~revenue ~~the year~~was ~~ended~~material ~~December 31,~~in ~~2021,~~2020 ~~was~~and ~~primarily~~resulted ~~due~~in toa ~~the~~significant ~~lingering~~decline ~~effects~~in ofour ~~COVID-19~~royalty revenues.

~~Net~~Upon ~~loss~~management’s ~~per~~evaluation ~~share~~of ~~data~~relevant ~~for~~hospitality ~~both~~industry conditions and events known as of the ~~years~~ ~~ended~~date ~~2021~~that ~~and~~these ~~2020~~financial statements are issued it is ~~based~~their onbelief ~~net~~the ~~loss~~financial ~~available~~effects toof ~~common~~the ~~shareholders~~Covid ~~divided~~19 bypandemic will not have a substantial or long term effect on the ~~weighted~~financial ~~average~~viability of the ~~number~~adult ofentertainment ~~common~~industry. ~~shares~~There ~~outstanding~~will be operational changes to be certain but not a consequentially detrimental impact on the industry.

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

~~Various~~Although ~~conditions~~there ~~such~~are asfewer ~~the~~licensees ~~decrease in revenue, accumulated losses, significant debt,~~ and ~~the~~some ~~results~~ of ~~litigation raise substantial doubt about~~ the ~~Company’s~~licensing ~~ability~~fees tohave ~~continue~~been asre-negotiated amanagement ~~going~~believes ~~concern~~the ~~for~~worst ~~a period~~ of ~~one year from~~ the ~~issuance~~effects ~~of these consolidated financial statements. The Company raised and intends to raise additional working capital through~~ the ~~continued~~Covid ~~licensing~~19 ofpandemic ~~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~~over. ToThe ~~the~~lifting ~~extent that funds generated from any future use~~ of ~~licensing are insufficient~~many, ~~the~~if ~~Company~~not ~~will have to raise additional working capital. No assurance can be given that additional financing will be available~~all, orgathering ifrestrictions ~~available,~~imposed ~~will~~by belocal ongovernment ~~terms~~has ~~acceptable~~vastly toimproved the ~~Company.~~appeal Ifof ~~adequate~~adult ~~working~~entertainment ~~capital~~oriented isestablishments. ~~not available~~Consequently, the Company ~~may~~has ~~not~~seen ~~continue~~a ~~its~~recent ~~operations.~~increase ~~The~~in ~~consolidated financial statements do not include any adjustments relating to~~ the ~~recoverability~~number ~~and classification~~ of ~~asset~~such ~~carrying~~establishments ~~amounts~~interested orin ~~the~~utilizing ~~amount and classification of liabilities that might be necessary should~~ the ~~Company~~SCORES bebrand ~~unable to continue as a going concern~~trademarks.

~~Cash:~~Results of Operations

AtThe ~~December 31,~~following ~~2021,~~is wea ~~had~~discussion ~~$33,353~~of inthe ~~cash~~results ~~and~~of ~~cash~~operations ~~equivalents~~for ~~compared~~the year toended ~~$21~~December 31,~~143~~ in2022 ~~cash~~compared ~~and~~to ~~cash~~the year ~~equivalents~~ended at December 31, ~~2020~~2021.

~~Operating Activities~~Revenues:

~~Net~~Revenues ~~cash~~increased ~~provided~~to by$634,500 ~~operating activities~~ for the ~~years~~ year ended ~~2021~~December ~~and~~31, ~~2020~~2022 ~~was~~from $12241,~~210~~001 ~~and~~for ~~$11,812, respectively. The slight increase in cash provided by operating activities is related to~~ the ~~increase~~year inended ~~contract~~December ~~liabilities and increase in accrued expenses~~31, ~~directly related to COVID-19~~2021.

~~Financing~~With ~~Activities:~~the easing of COVID 19 restrictions and returning to a new normal and following ASC 606 guidelines, we have recognized previously deferred revenue, we have seen an increase in revenues.

~~Net~~Other ~~cash provided by financing activities for the years ended 2021 and 2020 year was $-0- and $-0-, respectively.~~Income/(Expense)

~~Investing~~Total ~~Activities:~~other expenses decreased to $5,684 for the year ended December 31, 2022 from $16,095 for the year ended December 31, 2021. Total other expenses for the year ended December 31, 2022 and 2021 was comprised of interest expense of $5,684 and 16,095, respectively.

~~Net~~General ~~cash provided by investing activities for the years ended 2021~~ and ~~2020 year~~Administrative ~~was $-0- and $-0-, respectively.~~Expenses:

~~Future~~General ~~Capital~~and ~~Requirements:~~administrative expenses for the years ended December 31, 2022 and 2021 were $366,732 and $371,928, respectively. Virtually all the decrease in operating expenses can be attributed to the decrease in salary expense and other expenses. Legal expenses, which are reflected in general and administrative expenses, attributable to ongoing litigation amounted to $50,536 for 2022 and $61,321 for 2021.

WeProvision ~~have~~for ~~incurred~~Income 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 December 31, 2021, we had an accumulated deficit of $7,138,682. As of December 31, 2021, we had total current assets of $211,404 and total current liabilities of $775,783 or negative working capital deficit of $564,379. As of December 31, 2020, we had an accumulated deficit of $6,991,660. As of December 31, 2020, we had total current assets of $99,981 and total current liabilities of $273,646 or negative working capital of $173,665. The increase in the amount of negative working capital deficit has been primarily attributable to the related party note payable becoming current.Taxes

WeThe ~~continued~~provision for income taxes relates primarily to ~~collect~~the ~~licensing~~greater ~~fees~~of ~~during~~average ~~2020~~assets toand ~~2022~~capital totaxable ~~fund~~income. ~~current~~The ~~operations~~average assets and capital are not impacted by net operating losses.

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AsNet ofIncome/(Loss) ~~December 31,~~per 2021, we owed $30,000 in rent to our Westside Realty affiliate and $157,500 to our Metropolitan affiliate. As of December 31, 2020, we owed $30,000 in rent to our Westside Realty affiliate and $67,500 to our Metropolitan affiliate.share:

~~Off-Balance~~Our ~~Sheet~~net ~~Arrangements~~income was $262,084 or $.00 per share for the year ended December 31, 2022 as compared to our net loss was $147,022 or ($.00) per share for the year ended December 31, 2021. The increase in net income for the year ended December 31, 2022 was primarily due to ASC 606 and recognition of previously deferred revenue.

WeNet ~~do not have any off-balance sheet debt, nor did we have any transactions, arrangements, obligations~~ income/(~~including contingent obligations~~loss) orper ~~other~~share ~~relationships~~data ~~with~~for ~~any~~both ~~unconsolidated~~the ~~entities~~years orended ~~other~~2022 ~~persons~~and ~~that~~2021 ~~may~~is ~~have~~based aon ~~material~~net ~~current~~income/(loss) oravailable ~~future~~to ~~effect~~common onshareholders ~~financial~~divided ~~conditions,~~by ~~changes in~~ the ~~financial~~weighted ~~conditions,~~average ~~results~~ of ~~operations,~~the ~~liquidity,~~number ~~capital expenditures, capital resources, or significant components~~ of ~~revenue~~common orshares ~~expenses~~outstanding.

Liquidity and Capital Resources

~~ITEM 7A~~Various conditions such as the accumulated losses of $6,876,598 and negative working capital deficit of $205,765 raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. ~~QUANTITATIVE~~The ~~AND~~Company ~~QUALITATIVE~~raised ~~DISCLOSURES~~and ~~ABOUT~~intends ~~MARKET~~to ~~RISK~~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. The 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.

~~Not applicable.~~Cash:

At December 31, 2022, we had $7,600 in cash and cash equivalents compared to $33,353 in cash and cash equivalents at December 31, 2021.

~~ITEM 8.~~Operating ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~Activities:

~~Our~~Net ~~audited~~cash ~~consolidated~~provided ~~financial~~by ~~statements~~operating asactivities ~~of, and~~ for the years ended, ~~December 31,~~2022 and 2021 was $348,593 and ~~2020~~$12,210, ~~are~~respectively. ~~included~~The ~~beginning~~increase ~~immediately~~in ~~following~~cash ~~the~~provided ~~signature~~by ~~page~~ operating activities is related to ~~this~~the ~~report.~~decrease ~~See~~in ~~Item 15~~accounts ~~for~~receivable aoffset ~~list~~by ofdecrease ~~the~~in ~~financial~~contract ~~statements~~liabilities ~~included~~and ~~herein~~decrease in related party payables.

Investing Activities:

~~ITEM 9.~~Net ~~CHANGES~~cash INprovided ~~AND~~by ~~DISAGREEMENTS~~investing ~~WITH~~activities ~~ACCOUNTANTS~~for ONthe ~~ACCOUNTING~~years ~~AND~~ended ~~FINANCIAL~~2022 ~~DISCLOSURE~~and 2021 year was $-0- and $-0-, respectively.

~~None.~~Financing Activities:

Net cash used in financing activities for the years ended 2022 and 2021 year was $374,346 and $-0-, respectively. The decrease in financing activities is the repayment of the related party loan.

~~ITEM 9A. CONTROLS~~Future ~~AND~~Capital ~~PROCEDURES.~~Requirements:

~~(a) Management’s~~We ~~Report~~have incurred significant losses since the inception of our business. Since our inception, we have been dependent on ~~Disclosure~~funding ~~Controls~~from private lenders and ~~Procedures~~investors to conduct operations. As of December 31, 2022, we had an accumulated deficit of $6,876,598. As of December 31, 2022, we had total current assets of $58,186 and total current liabilities of $263,981 or negative working capital deficit of $205,795. As of December 31, 2021, we had an accumulated deficit of $7,138,682. As of December 31, 2021, we had total current assets of $211,404 and total current liabilities of $775,783 or negative working capital deficit of $564,379. The decrease in the amount of negative working capital deficit has been primarily attributable to the repayment of the related party note payable and decrease in related party payable.

~~Under~~We ~~the~~continued supervision and with the participation of our senior management, consisting of Robert M. Gans, our chief executive officer, and Howard Rosenbluth, our chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded, as of the Evaluation Date, that as a result of certain deficiencies in our internal over financial reporting identified below, our disclosure controls and procedures were not effective to ~~ensure~~collect ~~that~~licensing ~~the~~fees ~~information~~during ~~relating~~2020 to us2022 ~~required~~ to befund ~~disclosed~~current in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer and secretary, as appropriate, to allow timely decisions regarding required disclosureoperations.

~~(b) Management’s~~As ~~Annual~~of ~~Report~~December on31, ~~Internal~~2022, ~~Control~~we ~~over~~owed ~~Financial~~$22,500 ~~Reporting~~in rent to our Westside Realty affiliate and $45,000 to our Metropolitan affiliate. As of December 31, 2021, we owed $30,000 in rent to our Westside Realty affiliate and $157,500 to our Metropolitan affiliate.

Management of Scores Holding Company, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).14

~~Our~~Table ~~internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability~~ of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. In evaluating the effectiveness of our internal control over financial reporting, management used the criteria set forth in the framework in Internal Control—Integrated Framework and the Internal Control over Financial Reporting – Guidance for Smaller Public Companies both issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).Contents

~~Based~~Off-Balance onSheet ~~this evaluation, management concluded that, as of December 31, 2021 our internal controls over financial reporting were not effective for the following reasons:~~Arrangements

● We ~~did~~do not ~~maintain~~have ~~effective~~any ~~controls~~off-balance tosheet ~~timely~~debt, ~~generate~~nor ~~information~~did ~~for~~we ~~use~~have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that may have a material current or future effect on financial conditions, changes in the financial ~~reporting~~conditions, ~~close~~results ~~process~~of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses.

~~● We did not maintain effective controls over the review of journal entries and account reconciliations to ensure that these entries and reconciliations were correct.~~

14ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Table~~Not ~~of Contents~~applicable.

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. Based on its evaluation of internal control over financial reporting management determined that the control deficiencies identified above should be considered material weaknesses in our internal control over financial reporting.

Our management, including our chief executive officer and our chief financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraudITEM 8. AFINANCIAL ~~control~~STATEMENTS ~~system,~~AND noSUPPLEMENTARY ~~matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met~~DATA. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

~~This~~Our ~~annual~~audited ~~report~~consolidated ~~does~~financial ~~not~~statements ~~include~~as anof, ~~attestation~~and ~~report~~for ofthe ~~our~~years ~~registered~~ended, ~~public~~December ~~accounting~~31, ~~firm~~2022 ~~regarding~~and ~~internal~~2021 ~~control~~are ~~over~~included ~~financial~~beginning ~~reporting.~~immediately ~~Management’s~~following ~~report~~the ~~was~~signature ~~not~~page ~~subject~~ to ~~attestation~~this byreport. ~~our~~See ~~registered~~Item ~~public~~15 ~~accounting~~for ~~firm~~a ~~pursuant~~list ~~to rules~~ of the ~~SEC~~financial ~~that~~statements ~~permit~~included ~~us to provide only management’s report in this annual report~~herein.

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 consolidated financial statements included in this Form 10-K fairly present, in all material respects, our financial condition and results of operations as of and for the year ended December 31, 2021.

~~Management’s~~ITEM 9. ~~Remediation~~CHANGES ~~Plan~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 reconciliationsNone.

Management and our Board of Directors will continue to monitor these remedial measures and the effectiveness of our internal controls and procedures. Other than as described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~(c)~~ITEM ~~Changes~~9A. CONTROLS inAND ~~Internal Control over Financial Reporting~~PROCEDURES.

~~Other than as discussed above, there were no changes in our internal control over financial reporting~~ (~~as defined in Rule 13a-15(f~~a) ofManagement’s ~~the~~Report ~~Exchange~~on ~~Act)~~Disclosure ~~that~~Controls ~~occurred~~and ~~during the last fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.~~Procedures

Under the supervision and with the participation of our senior management, consisting of Robert M. Gans, our chief executive officer, and Howard Rosenbluth, our chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded, as of the Evaluation Date, that as a result of certain deficiencies in our internal over financial reporting identified below, our disclosure controls and procedures were not effective to ensure that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer and secretary, as appropriate, to allow timely decisions regarding required disclosure

~~ITEM~~(b) ~~9B.~~Management’s ~~OTHER~~Annual ~~INFORMATION~~Report on Internal Control over Financial Reporting.

~~None~~Management of Scores Holding Company, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. In evaluating the effectiveness of our internal control over financial reporting, management used the criteria set forth in the framework in Internal Control—Integrated Framework and the Internal Control over Financial Reporting – Guidance for Smaller Public Companies both issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

~~Item~~Based on this evaluation, management concluded that, as of December ~~9C.~~31, ~~DISCLOSURE~~2022 ~~REGARDING~~our ~~FOREIGN~~internal ~~JURISDICTIONS~~controls ~~THAT~~over ~~PREVENT~~financial ~~INSPECTION.~~reporting were not effective for the following reasons:

~~None~~● We did not maintain effective controls to timely generate information for use in the financial reporting close process.

● We did not maintain effective controls over the review of journal entries and account reconciliations to ensure that these entries and reconciliations were correct.

15Table of Contents

~~Table~~A deficiency in internal control over financial reporting exists when the design or operation of ~~Contents~~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. Based on its evaluation of internal control over financial reporting management determined that the control deficiencies identified above should be considered material weaknesses in our internal control over financial reporting.

~~PART III~~Our management, including our chief executive officer and our chief financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

~~ITEM 10~~This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. ~~DIRECTORS,~~Management’s ~~EXECUTIVE~~report ~~OFFICERS~~was ~~AND~~not ~~CORPORATE~~subject ~~GOVERNANCE~~to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

~~Executive~~As ~~Officers~~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 ~~Directors~~other procedures to enable management to conclude that our consolidated financial statements included in this Form 10-K fairly present, in all material respects, our financial condition and results of operations as of and for the year ended December 31, 2022.

~~The~~Management’s ~~following~~Remediation ~~table sets forth certain information, as of August 4, 2023, with respect to our directors and executive officers.~~Plan

~~Directors~~In ~~serve~~response ~~until~~to the ~~next~~deficiencies ~~annual~~discussed ~~meeting of the stockholders~~above, ~~until~~we ~~their~~plan ~~successors~~to ~~are~~continue ~~elected~~efforts oralready ~~appointed~~underway ~~and~~to ~~qualified,~~improve orinternal ~~until~~control ~~their~~over ~~prior~~financial ~~resignation~~reporting, orwhich ~~removal.~~include ~~Officers~~creating ~~serve~~formal ~~until~~policies ~~the~~and ~~next~~procedures ~~annual~~governing ~~meeting~~our offinancial ~~the~~statement ~~Board~~close ~~of Directors~~process, ~~until~~and ~~their~~control ~~successors~~in ~~are~~the ~~elected~~preparation, ordocumentation, ~~appointed~~ and ~~qualified,~~review orof ~~until~~journal ~~their~~entries ~~prior~~and ~~resignation~~account ~~or removal~~reconciliations.


			Date of Election
Name	Positions Held	Age	or Appointment as Director
Robert M. Gans	President, Chief Executive Officer and Director	80	August 6, 2010
Martin Gans	Director	87	June 23, 2009
Howard Rosenbluth	Treasurer, Chief Financial Officer, Secretary and Director	77	April 21, 2009
Stephen J. Sabbeth	Director of Acquisitions and Licensing – Resigned effective August 5, 2021	75	May 2009

Management and our Board of Directors will continue to monitor these remedial measures and the effectiveness of our internal controls and procedures. Other than as described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~The~~Other ~~following~~than isas adiscussed ~~brief~~above, ~~account~~there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the ~~business~~Exchange ~~experience~~Act) that occurred during the ~~past~~last ~~five years~~fiscal quarter of the period covered by this report that have materially affected or ~~more~~are ofreasonably likely to materially affect our ~~directors~~internal ~~and~~control ~~executive~~over ~~officers~~financial reporting.

Robert M. Gans. Mr. Gans has been our President, Chief Executive Officer and director since August 6, 2010. For the past forty-three years Robert M. Gans has owned and operated companies in the building materials business, as well as gentlemen’s clubs, restaurants, and several commercial and residential real estate properties. Mr. Gans has either been the President, Managing Member, or sole owner of all the companies in which he has been involved. None of the companies was or is a public company. The Board concluded that Mr. Gans should serve as a director of the Company because of his extensive experience in the management and operation of gentlemen’s clubs.

~~Martin Gans.~~ITEM ~~Martin Gans, who became a director on June 23, 2009, has been retired since 2002~~9B. ~~Prior~~OTHER ~~to his retirement, Mr~~INFORMATION. Gans held managerial positions with The Nassau County Board of Elections, from 1994 to 2002, and with the Metropolitan New York hospitals, from 1990 to 1994. Mr. Gans has a MBA in Health Care Administration from George Washington University and a Bachelor’s degree in Economics from Hunter College. Mr. Gans served in the United States Army where he reached the rank of SP4. The Board concluded that Mr. Gans should serve as a director of the Company because of his managerial experience and the knowledge and experience he has attained through his service as a director of the Company.

~~Howard Rosenbluth~~None. Mr. Rosenbluth has been our Treasurer, Chief Financial Officer and Secretary since August 6, 2010, and our director since April 21, 2009. Over the past five years, Mr. Rosenbluth has been an executive officer overseeing the financial operations for Metropolitan Mr. Rosenbluth received an MBA in Finance in 1975 from the University of Connecticut and has owned a consulting firm, a manufacturing company and a restaurant and has worked in public accounting and consulting for more than 35 years. The Board concluded that Mr. Rosenbluth should serve as a director of the Company because of his financial literacy and expertise, as well as his extensive experience in the management and operation of gentlemen’s clubs.

Stephen J. Sabbeth. (Resigned effective August 5, 2021.) Mr. Sabbeth has served as a consultant to us as our Director of Acquisitions and Licensing since May 2009. Mr. Sabbeth became an executive officer during 2015. His services to us includes leading the expansion of our licensing efforts throughout the U.S. and the Caribbean. As well, he assisted us in initiating and implementing gift card and guest loyalty systems for our licensees (which services he also provided to other entities in the hospitality industry). Over the past 9 years Mr. Sabbeth has provided management, marketing and administrative consulting services to various organizations requiring assistance from a seasoned and experienced professional. His clients principally have consisted of businesses involved in the restaurant, nightclub, adult entertainment, website, lumber and building supplies and intellectual property rights industries. Mr. Sabbeth has assisted his consulting clients with the creation and organization of Human Resource departments and ancillary employment related manuals and documentation. In addition, he has analyzed industry trends and customer preferences in the adult entertainment industry and assisted his clients in determining how best to allocate marketing and advertising resources. Mr. Sabbeth attended Hofstra University.

16Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.

~~Table of Contents~~None.

~~Family Relationships~~

~~Robert M. Gans, our President, Chief Executive Officer and director, is the brother of Martin Gans, our director.~~

Except for above, there are no other family relationships between any of our directors or executive officers. There are no arrangements or understandings between our directors and directors and any other person pursuant to which they were appointed as an officer and director of the Company.16

~~Board~~Table of ~~Directors~~Contents

None of our directors receives any remuneration for acting as such. Directors may, however, be reimbursed for their out-of-pocket expenses, if any, for attendance at meetings of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees. No such committees have been established to date. Accordingly, we do not have an audit committee or an audit committee financial expert.PART III

Given the small size of the Company’s board of directors and the limited number of independent directors over the Company’s history, the board has determined that it is appropriate for the entire board of directors to act as its audit committee, which has resulted in the directors who are also executive officers serving on its audit committeeITEM 10. ~~Similarly~~DIRECTORS, weEXECUTIVE doOFFICERS ~~not~~AND ~~have~~CORPORATE ~~a nominating committee or a committee performing similar functions~~GOVERNANCE. ~~We have not implemented procedures by which our security holders may recommend board nominees to us but expect to do so in the future.~~

~~Section 16(a) Beneficial~~Executive ~~Ownership~~Officers ~~Reporting~~and ~~Compliance~~Directors

~~Section 16(a) of~~The ~~the~~following ~~Exchange~~table ~~Act~~sets ~~requires~~forth ~~our~~certain ~~executive~~information, ~~officers~~as ~~and directors and persons who own more than 10%~~ of aFebruary ~~registered~~26, ~~class of our equity securities (“Reporting Persons”)~~2025, ~~to file~~ with ~~the~~respect ~~SEC~~to ~~initial~~our ~~statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4 and annual reports concerning their ownership on Form 5. Executive officers,~~ directors and ~~greater~~executive ~~than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file~~officers.

~~Based~~Directors ~~solely~~serve onuntil ~~our~~the ~~review~~next ofannual ~~copies~~meeting of ~~such~~the ~~reports~~stockholders, ~~and~~until ~~representations~~their ~~from~~successors ~~Reporting~~are ~~Persons~~elected or appointed and qualified, weor ~~believe~~until ~~that~~their ~~during~~prior resignation or removal. Officers serve until the ~~fiscal year~~next ~~ended~~annual ~~December 31,~~meeting ~~2020,~~of the ~~Reporting~~Board ~~Persons~~of ~~timely~~Directors, ~~filed~~until ~~all~~their ~~such~~successors ~~reports~~are elected or appointed and qualified, or until their prior resignation or removal.

Director Independence


			Date of Election
Name	Positions Held	Age	or Appointment as Director
Robert M. Gans	President, Chief Executive Officer and Director	81	August 6, 2010
Martin Gans	Director	88	June 23, 2009
Howard Rosenbluth	Treasurer, Chief Financial Officer, Secretary and Director	78	April 21, 2009
Stephen J. Sabbeth	Director of Acquisitions and Licensing – Resigned effective August 5, 2021	76	May 2009

We are not subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board of Directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “Independent Directors.”

~~Involvement~~The infollowing ~~Certain~~is ~~Legal~~a ~~Proceedings~~brief account of the business experience during the past five years or more of our directors and executive officers.

~~During~~Robert M. Gans. Mr. Gans has been our President, Chief Executive Officer and director since August 6, 2010. For over the past ~~ten~~ forty years noRobert ~~current~~M. ~~director~~Gans has owned and operated companies in the building materials business, ~~executive~~as ~~officer~~well as gentlemen’s clubs, ~~promoter~~restaurants, and several commercial and residential real estate properties. Mr. Gans has either been the President, Managing Member, or ~~control~~sole ~~person~~owner of all the ~~Company~~companies in which he has been involved. None of the companies was or is a public company. The Board concluded that Mr. Gans should serve as a director of the Company because of his extensive experience in the ~~following:~~management and operation of gentlemen’s clubs.

~~(1)A~~Martin ~~petition~~Gans. Martin ~~under~~Gans, ~~the~~who ~~Federal~~became ~~bankruptcy~~a ~~laws~~director oron ~~any~~June 23, ~~state~~2009, ~~insolvency~~has ~~law~~been ~~which~~retired ~~was~~since ~~filed~~2002. byPrior orto ~~against~~his retirement, orMr. Gans aheld ~~receiver,~~managerial ~~fiscal~~positions ~~agent~~with orThe ~~similar~~Nassau ~~officer~~County ~~was~~Board ~~appointed~~of byElections, afrom ~~court~~1994 ~~for~~to ~~the~~2002, ~~business~~and orwith ~~property~~the ofMetropolitan ~~such~~New ~~person~~York hospitals, orfrom ~~any~~1990 ~~partnership~~to 1994. Mr. Gans has a MBA in ~~which~~Health heCare ~~was~~Administration from George Washington University and a ~~general~~Bachelor’s ~~partner~~degree atin orEconomics ~~within~~from ~~two~~Hunter College. Mr. ~~years~~Gans ~~before~~served in the ~~time~~United States Army where he reached the rank of ~~such~~SP4. ~~filing,~~The orBoard ~~any~~concluded ~~corporation~~that orMr. Gans ~~business~~should ~~association~~serve ofas ~~which~~a hedirector ~~was~~of anthe ~~executive~~Company ~~officer~~because atof orhis ~~within~~managerial ~~two years~~experience ~~before~~and the ~~time~~knowledge and experience he has attained through his service as a director of ~~such~~the ~~filing;~~Company.

~~(2)Such~~Howard ~~person~~Rosenbluth. Mr. Rosenbluth ~~was~~has ~~convicted~~been our Treasurer, Chief Financial Officer and Secretary since August 6, 2010, and our director since April 21, 2009. Over the past ten years, Mr. Rosenbluth has been an executive officer overseeing the financial operations for Metropolitan Mr. Rosenbluth received an MBA in Finance in 1975 from the University of Connecticut and has owned a ~~criminal~~consulting ~~proceeding~~firm, ora ismanufacturing company and a ~~named~~restaurant ~~subject~~and ofhas worked in public accounting and consulting for more than 35 years. The Board concluded that Mr. Rosenbluth should serve as a ~~pending~~director ~~criminal~~of ~~proceeding~~the ~~(excluding~~Company ~~traffic~~because ~~violations~~of his financial literacy and ~~other~~expertise, ~~minor~~as ~~offenses);~~well as his extensive experience in the management and operation of gentlemen’s clubs.

Stephen J. Sabbeth. (3Resigned effective August 5, 2021.)~~Such~~ ~~person~~Mr. Sabbeth ~~was~~has served as a consultant to us as our Director of Acquisitions and Licensing since May 2009. Mr. Sabbeth became an executive officer during 2015. His services to us includes leading the ~~subject~~expansion of ~~any~~our ~~order,~~licensing ~~judgment~~efforts throughout the U.S. and the Caribbean. As well, orhe ~~decree~~assisted us in initiating and implementing gift card and guest loyalty systems for our licensees (which services he also provided to other entities in the hospitality industry). Over the past 9 years Mr. Sabbeth has provided management, ~~not~~marketing ~~subsequently~~and ~~reversed~~administrative consulting services to various organizations requiring assistance from a seasoned and experienced professional. His clients principally have consisted of businesses involved in the restaurant, ~~suspended~~nightclub, oradult ~~vacated~~entertainment, ofwebsite, ~~any~~lumber ~~court~~and building supplies and intellectual property rights industries. Mr. Sabbeth has assisted his consulting clients with the creation and organization of ~~competent~~Human ~~jurisdiction,~~Resource ~~permanently~~departments orand ~~temporarily~~ancillary ~~enjoining~~employment ~~him~~related ~~from,~~manuals orand ~~otherwise~~documentation. ~~limiting~~In addition, he has analyzed industry trends and customer preferences in the ~~following~~adult ~~activities:~~entertainment industry and assisted his clients in determining how best to allocate marketing and advertising resources. Mr. Sabbeth attended Hofstra University.

~~i.Acting~~Family as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director Relationships

17Robert M. Gans, our President, Chief Executive Officer and director, is the brother of Martin Gans, our director.

~~Table of Contents~~17

orTable ~~employee~~ of ~~any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;~~Contents

~~ii.Engaging~~Except infor ~~any~~above, ~~type~~there are no other family relationships between any of ~~business~~our ~~practice;~~directors or executive officers. There are no arrangements or understandings between our directors and directors and any other person pursuant to which they were appointed as an officer and director of the Company.

~~iii.Engaging~~Board ~~in any activity in connection with the purchase or sale~~ of ~~any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;~~Directors

~~(4)Such~~None ~~person~~of ~~was~~our ~~the~~directors ~~subject~~receives of any ~~order,~~remuneration ~~judgment~~for oracting ~~decree,~~as ~~not~~such. ~~subsequently~~Directors ~~reversed~~may, ~~suspended~~however, orbe ~~vacated,~~reimbursed for their out-of-pocket expenses, if any, ~~Federal~~for orattendance ~~State~~at ~~authority~~meetings ~~barring,~~of ~~suspending~~the orBoard ~~otherwise~~of ~~limiting~~Directors. ~~for~~Our ~~more~~Board ~~than~~of ~~60 days~~Directors ~~the~~may ~~right~~designate offrom ~~such~~among ~~person~~its tomembers ~~engage~~an inexecutive ~~any~~committee ~~activity~~and ~~described~~one inor ~~paragraph~~more ~~(f)(3)(i) of~~other ~~this~~committees. ~~section,~~No orsuch committees have been established to bedate. ~~associated~~Accordingly, ~~with~~we ~~persons~~do ~~engaged~~not inhave ~~any~~an ~~such~~audit ~~activity;~~committee or an audit committee financial expert.

~~(5)Such~~Given ~~person~~the ~~was~~small ~~found~~size byof athe ~~court~~Company’s board of ~~competent~~directors ~~jurisdiction~~and inthe alimited ~~civil~~number ~~action~~of orindependent bydirectors over the ~~Commission~~Company’s tohistory, ~~have~~the ~~violated~~board ~~any~~has ~~Federal~~determined orthat ~~State~~it ~~securities~~is ~~law,~~appropriate ~~and~~for the ~~judgment~~entire inboard ~~such~~of ~~civil~~directors ~~action~~to oract ~~finding~~as byits ~~the~~audit ~~Commission~~committee, which has ~~not~~resulted ~~been~~in ~~subsequently~~the ~~reversed,~~directors ~~suspended~~who are also executive officers serving on its audit committee. Similarly, we do not have a nominating committee or ~~vacated;~~a committee performing similar functions. We have not implemented procedures by which our security holders may recommend board nominees to us but expect to do so in the future.

Section 16(6a)~~Such~~ Beneficial ~~person~~Ownership ~~was~~Reporting found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;Compliance

Section 16(7a)~~Such~~ of ~~person~~the ~~was~~Exchange ~~the~~Act ~~subject~~requires ~~of,~~our orexecutive officers and directors and persons who own more than 10% of a ~~party~~registered toclass of our equity securities (“Reporting Persons”), ~~any~~to ~~Federal~~file orwith ~~State~~the ~~judicial~~SEC orinitial ~~administrative~~statements ~~order,~~of ~~judgment,~~beneficial ~~decree,~~ownership oron ~~finding~~Form 3, ~~not~~reports ~~subsequently~~of ~~reversed,~~changes ~~suspended~~in orownership ~~vacated~~on Form 4 and annual reports concerning their ownership on Form 5. Executive officers, ~~relating~~directors and greater than 10% stockholders are required by the SEC regulations to anfurnish ~~alleged~~us ~~violation~~with copies of: all Section 16(a) reports they file.

~~i.Any~~Based ~~Federal~~solely oron ~~State~~our ~~securities~~review orof ~~commodities~~copies ~~law~~of orsuch ~~regulation;~~reports orand representations from Reporting Persons, we believe that during the fiscal year ended December 31, 2022, the Reporting Persons timely filed all such reports.

~~ii.Any~~Director law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; orIndependence

~~iii.Any~~We ~~law~~are ornot ~~regulation~~subject ~~prohibiting~~to ~~mail~~listing orrequirements ~~wire~~of ~~fraud~~any national securities exchange or ~~fraud~~inter-dealer inquotation ~~connection~~system ~~with~~which ~~any~~has ~~business~~requirements ~~entity;~~that ora majority of the Board of Directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “Independent Directors.”

~~(8)Such~~Involvement ~~person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined~~ in ~~Section 3(a)(26)~~Certain ofLegal the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Proceedings

~~Code~~During the past ten years no current director, executive officer, promoter or control person of ~~Ethics~~the Company has been involved in the following:

~~August 4,~~(1)A ~~2023,~~petition weunder ~~have~~the ~~not~~Federal ~~adopted~~bankruptcy alaws ~~code~~or ofany ~~ethics~~state ~~for~~insolvency ~~financial~~law ~~executives,~~ which ~~include~~was ~~our~~filed ~~Chief~~by ~~Executive~~or ~~Officer~~against, ~~Chief~~or ~~Financial~~a ~~Officer~~receiver, orfiscal ~~persons~~agent ~~performing~~or similar ~~functions.~~officer ~~Our~~was ~~decision~~appointed ~~not~~by toa ~~adopt~~court ~~such~~for athe ~~code~~business or property of ~~ethics~~such ~~results~~person, ~~from~~or ~~our~~any ~~having~~partnership ~~only~~in which he was a ~~limited~~general ~~number~~partner ofat ~~officers~~or ~~and~~within ~~directors~~two years ~~operating~~before asthe ~~management.~~time Weof ~~believe~~such ~~that~~filing, asor aany ~~result~~corporation ofor ~~the~~business ~~limited~~association ~~interaction~~of which ~~occurs~~he ~~having~~was ~~such~~an aexecutive ~~small~~officer ~~management~~at ~~structure~~or ~~eliminates~~within ~~the~~two years ~~current~~before ~~need~~the ~~for~~time of such ~~a code.~~filing;

(2)Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~ITEM 11.~~(3)Such ~~EXECUTIVE~~person ~~COMPENSATION.~~was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

~~The~~i.Acting ~~following~~as ~~table~~a ~~sets~~futures ~~forth~~commission ~~information~~merchant, ~~concerning~~introducing ~~the~~broker, ~~total~~commodity ~~compensation~~trading ~~paid~~advisor, orcommodity ~~accrued~~pool byoperator, usfloor ~~during~~broker, leverage transaction merchant, any other person regulated by the ~~two~~Commodity ~~fiscal years~~Futures ~~ended~~Trading ~~December 31~~Commission, ~~2021~~or ~~and~~an ~~2020~~associated toperson ~~(i) all~~of ~~individuals~~any ~~that~~of ~~served~~the foregoing, or as ~~our~~an ~~chief~~investment ~~executive~~adviser, ~~officer~~underwriter, ~~and~~broker ~~our~~or ~~chief~~dealer ~~financial~~in ~~officer~~securities, or ~~acted~~as inan ~~similar~~affiliated ~~capacities~~person, ~~for~~director usor atemployee of any ~~time~~investment ~~during~~company, ~~the~~bank, ~~fiscal years~~savings ~~ended~~and ~~December 31~~loan association or insurance company, ~~2021~~or ~~and~~engaging ~~2020~~in ~~and~~or ~~(ii) all~~continuing ~~individuals~~any ~~that~~conduct ~~served~~or aspractice in connection with such activity;

18ii.Engaging in any type of business practice; or

~~Table of Contents~~18

~~executive~~Table ~~officers~~ of ours at any time during the fiscal year ended December 31, 2021 and 2020 that received annual compensation during such fiscal years in excess of $100,000 (collectively, the “named executive officers”).Contents

~~Summary~~iii.Engaging ~~Compensation~~in ~~Table~~any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;


							Nonqualified
						Non-Equity	Deferred
				Stock	Option	Incentive Plan	Compensation	All Other
		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Name and Principal Position	Year	($)	($)	($)	($)	($)	($)	($)	($)
Robert M. Gans,	2021	0	0	0	0	0	0	0	0
Chief Executive Officer	2020	0	0	0	0	0	0	0	0

Howard Rosenbluth,	2021	0	0	0	0	0	0	0	0
Chief Financial Officer	2020	0	0	0	0	0	0	0	0

Stephen J. Sabbeth	2021	0	0	0	0	0	0	0	0
Director of Acquisitions and Licensing	2020	0	0	0	0	0	0	56,187	56,187

(4)Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

We(6)Such ~~have~~person ~~not issued any stock options or maintained any stock option or other incentive plans other than our 2010 Plan, which~~ was ~~adopted~~found by ~~our~~a ~~board~~court ~~but never approved by our shareholders. (See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases~~ of ~~Equity~~competent ~~Securities –~~jurisdiction ~~Securities~~in ~~Authorized~~a ~~for~~civil ~~Issuance~~action ~~Under~~or ~~Equity~~by ~~Compensation~~the ~~Plans”~~Commodity ~~above.)~~Futures WeTrading ~~have~~Commission noto ~~other plans in place and~~ have ~~never~~violated ~~maintained~~ any ~~plans~~Federal ~~that~~commodities ~~provide~~law, ~~for~~and the ~~payment~~judgment ofin ~~retirement~~such ~~benefits~~civil action or ~~benefits~~finding ~~that~~by ~~will~~the beCommodity ~~paid~~Futures ~~primarily~~Trading ~~following~~Commission ~~retirement~~has ~~including, but~~ not ~~limited~~been ~~to,~~subsequently ~~tax qualified deferred benefit plans~~reversed, ~~supplemental~~suspended ~~executive~~or ~~retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.~~vacated;

~~Similarly,~~(7)Such weperson ~~have~~was nothe ~~contracts,~~subject ~~agreements~~of, ~~plans~~ or ~~arrangements,~~a ~~whether~~party ~~written or unwritten~~to, ~~that~~any ~~provide~~Federal ~~for~~or ~~payments~~State tojudicial ~~the named executive officers~~ or ~~any~~administrative ~~other persons following~~order, ~~or in connection with~~judgment, ~~the resignation~~decree, ~~retirement~~ or ~~other~~finding, ~~termination~~not ofsubsequently ~~a named executive officer~~reversed, orsuspended ~~a change in control of the Company~~ or avacated, ~~change~~relating into aan ~~named~~alleged ~~executive~~violation ~~officer’s responsibilities following a change in control.~~of:

~~Effective January 1, 2013, we entered into a management services agreement with Metropolitan Lumber, Hardware and Building Supplies, Inc~~i.,Any ~~pursuant~~Federal to which Metropolitan provides management and other services to us, including the services of Robert M. Gans and Howard Rosenbluth to act as executive officers of the Company. In consideration of the services, we pay Metropolitan a fee in the amount of $30,000 per year. The agreement may be terminated by either party upon ten days’ written notice. Mr. Gans is the sole owner of Metropolitan On May 5, 2015, we entered into an amendment, effective as of January 1, 2015, to our management services agreement with Metropolitan Pursuant to the amendment, the fee we pay MLH for the management and other services it provides to us was increased from $30,000 per year to $90,000 per year, payable quarterly in arrears. In addition, the agreement as amended provides that MLH will be eligible for a discretionary cash bonus based on (i) MLH’s performance throughout the relevant fiscal year (or ~~portion~~State ~~thereof)~~securities ~~of the Company; and (ii) the Company’s performance throughout such fiscal year (~~or ~~portion~~commodities ~~thereof).~~law Effective January 1, 2017, the agreement was further amended to remove the requirement that the services of Robert M. Gans be provided under the agreement. The Board of Directors is responsible for establishing and implementing performance goals and a performance-based bonus plan, and the amount of the bonus, if any, will be determined by the Board in accordance with such plan. The agreement as amended does not guarantee MLH a bonus for any year (or ~~portion~~regulation; thereof). As of the date of this report, the agreement as amended is still in full force and effect. As of December 31, 2021 and 2020, the Company owed Metropolitan $157,500 and $67,500 in unpaid management services, respectively.or

~~Outstanding~~ii.Any ~~Equity~~law ~~Awards~~or atregulation ~~2021~~respecting ~~Fiscal Year~~financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-~~End~~and-desist order, or removal or prohibition order; or

~~For~~iii.Any ~~the year~~law ~~ended~~or ~~December 31,~~regulation ~~2021,~~prohibiting ~~there~~mail ~~were~~or nowire ~~unexercised~~fraud ~~options, stock that has not vested~~ or ~~equity~~fraud ~~incentive~~in ~~plan~~connection ~~awards~~with ~~held by~~ any ofbusiness ~~the~~entity; ~~Company’s named executive officers.~~or

19(8)Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Table~~Code of ~~Contents~~Ethics

~~Compensation~~February 26, 2025, we have not adopted a code of ~~Directors~~ethics for financial executives, which include our Chief Executive Officer, Chief Financial Officer or persons performing similar functions. Our decision not to adopt such a code of ethics results from our having only a limited number of officers and directors operating as management. We believe that as a result of the limited interaction which occurs having such a small management structure eliminates the current need for such a code.

None of our directors receives any compensation for serving as such, for serving on committees of the Board of Directors or for special assignments. During the fiscal years ended December 31, 2021 and 2020 there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors. The following table shows compensation earned by each of our non-officer directors for the year ended December 31, 2021.

Fees

Earned

Non-Equity

Nonqualified

Incentive

Deferred

Paid in

Stock

Option

Plan

Compensation

All Other

Cash

Awards

Compensation

Earnings

Compensation

Total

Name

($)

Martin Gans

Table of Contents

ITEM 1211. ~~SECURITY~~EXECUTIVE ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~COMPENSATION.

The following table sets forth information ~~with~~concerning ~~respect~~the tototal ~~the~~compensation ~~beneficial~~paid ~~ownership~~or ofaccrued ~~our~~by ~~common~~us ~~stock~~during ~~known~~the bytwo usfiscal asyears ofended ~~September 12~~December 31, ~~2023~~2022 byand 2021 to (i) ~~each~~ ~~person~~all individuals that served as our chief executive officer and our chief financial officer or ~~entity~~acted ~~known~~in bysimilar capacities for us toat beany ~~the~~time ~~beneficial~~during ~~owner~~the offiscal ~~more~~years ~~than~~ended 5%December of31, ~~our~~2022 ~~common~~and ~~stock,~~2021 and (ii) ~~each~~ ofall ~~our~~individuals ~~directors,~~that ~~(iii) each~~served ~~named~~as executive ~~officer~~officers ~~and~~of ~~(iv) all~~ours ofat ~~our~~any ~~directors~~time during the fiscal year ended December 31, 2022 and ~~executive~~2021 ~~officers~~that asreceived aannual ~~group~~compensation during such fiscal years in excess of $100,000 (collectively, the “named executive officers”).

~~The percentages~~Summary inCompensation the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of such date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse. The addresses for our executive officers and directors are c/o Scores Holding Company, Inc., 34-35 Steinway Street, Long Island City, New York 11101.Table


		~~Amount and Nature~~							Nonqualified
Name and Address		of Beneficial		Percent of
								Non-Equity	Deferred
of Beneficial Owner	Title of Class	Ownership		Class (1)
						Stock	Option	Incentive Plan	Compensation	All Other
Robert M. Gans (2)	Common Stock	88,900,230	(2)	53.8	%
		Salary		Bonus		Awards	Awards	Compensation	Earnings	Compensation	Total

Name and Principal Position	Year	($)		($)		($)	($)	($)	($)	($)	($)
Howard Rosenbluth	Common Stock	‑0‑		0.0	%
Robert M. Gans,	2022	0		0		0	0	0	0	0	0

Chief Executive Officer	2021	0		0		0	0	0	0	0	0
Martin Gans	Common Stock	‑0‑		0.0	%


Howard Rosenbluth,	2022	0		0		0	0	0	0	0	0
Stephen J. Sabbeth	Common Stock	2,000	(3)	*
Chief Financial Officer	2021	0		0		0	0	0	0	0	0

All directors and executive officers as a group (4 persons)	Common Stock	88,902,230	(2)	53.8	%
Stephen J. Sabbeth	2022	0		0		0	0	0	0	0	0

Director of Acquisitions and Licensing	2021	0		0		0	0	0	0	0	0
Mitchell’s East LLC (2)
617 Eleventh Avenue
New York, NY 10036	Common Stock	88,900,230	(2)	53.8	%

Estate of William Osher (4)
2955 Shell Road
Brooklyn, NY	Common Stock	14,552,726	(2)	8.81	%
*	Less than 1%.

~~(1) Based upon 165,186,144 shares of Common Stock issued and outstanding as at August 4, 2023.~~

20We have not issued any stock options or maintained any stock option or other incentive plans other than our 2010 Plan, which was adopted by our board but never approved by our shareholders. (See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Securities Authorized for Issuance Under Equity Compensation Plans” above.) We have no other plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

~~Table~~Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with, the resignation, retirement or other termination of ~~Contents~~a named executive officer, or a change in control of the Company or a change in a named executive officer’s responsibilities following a change in control.

~~(2)~~Effective January 1, 2013, we entered into a management services agreement with Metropolitan Lumber, Hardware and Building Supplies, Inc., pursuant to which Metropolitan provides management and other services to us, including the services of Robert M. Gans isand Howard Rosenbluth to act as executive officers of the ~~sole~~Company. ~~owner~~In consideration of ~~Mitchell’s~~the ~~East~~services, ~~LLC~~we pay Metropolitan a fee in the amount of $30,000 per year. The ~~principal~~agreement ~~business~~may ~~address~~be ofterminated by either party upon ten days’ written notice. Mr. Gans is ~~34-35~~the ~~Steinway~~sole ~~Street~~owner ~~Long~~of ~~Island~~Metropolitan ~~City~~On May 5, NY2015, ~~11101.~~we ~~Does~~entered ~~not~~into ~~include~~an 13amendment,~~886,059~~ ~~shares~~effective as of ~~Common~~January ~~Stock~~1, ~~currently~~2015, ~~held~~to ofour ~~record~~management byservices ~~William~~agreement ~~Osher~~with Metropolitan Pursuant to the amendment, ~~deceased~~the fee we pay MLH for the management and other services it provides to us was increased from $30,000 ofper ~~which~~year ~~Harvey~~to ~~Osher~~$90,000 ~~(“H~~per year, payable quarterly in arrears. ~~Osher”~~In addition, the agreement as amended provides that MLH will be eligible for a discretionary cash bonus based on (i) ~~claims~~MLH’s ~~title~~performance ~~and~~throughout ~~which~~the H.relevant ~~Osher~~fiscal ~~has~~year ~~agreed~~(or toportion ~~transfer~~thereof) toof ~~Mitchell~~the Company; and (ii) the Company’s ~~East~~performance ~~LLC~~throughout ~~pursuant~~such fiscal year (or portion thereof). Effective January 1, 2017, the agreement was further amended to remove the ~~Stock~~requirement ~~Purchase~~that ~~Agreement~~the ~~whereby~~services Mrof Robert M. Gans ~~purchased~~be provided under the agreement. The Board of Directors is responsible for establishing and implementing performance goals and a performance-based bonus plan, and the amount of the bonus, if any, ~~rights~~will be determined by the Board in accordance with such plan. The agreement as amended does not guarantee MLH a bonus for any year (or portion thereof). As of Hthe date of this report, the agreement as amended is still in full force and effect. ~~Osher~~As toof ~~such~~December ~~shares~~31, 2022 and 2021, the Company owed Metropolitan $45,000 and $157,500 in unpaid management services, respectively.

~~(3)~~Outstanding ~~Mr.~~Equity ~~Sabbeth~~Awards ~~owns~~at ~~these~~2022 ~~shares directly.~~Fiscal Year-End

~~(4)~~For ~~William~~the year ~~Osher~~ended ~~passed~~December 31, ~~away in August~~2022, ~~2007.~~there H.were ~~Osher~~no ~~claims~~unexercised ~~all~~options, ~~right~~stock ~~and~~that ~~title~~has tonot ~~and~~vested ~~interest~~or inequity ~~these~~incentive ~~shares~~plan ofawards ~~Common~~held ~~Stock~~by ~~and~~any ~~has~~of ~~agreed~~the ~~to transfer them to Mitchell~~Company’s ~~East~~named ~~LLC~~executive ~~pursuant to the Stock Purchase Agreement~~officers.

~~ITEM 13.~~Table ~~CERTAIN~~of ~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~Contents

OnCompensation ~~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 December 31, 2021 and December 31, 2020, respectively.Directors

OnNone ~~August 31, 2017, IMO entered into an agreement to sell all~~ of ~~its~~our ~~assets~~directors toreceives ~~Club~~any ~~Azure~~compensation ~~LLC~~for ~~(“CA”).~~serving ~~Effective~~as ~~September 1~~such, ~~2017,~~for ~~IMO~~serving noon ~~longer~~committees ~~operated~~of ~~Scores New York and terminated its licensing agreement with~~ the ~~Company.~~Board ~~Mark Yackow, an unrelated party, is the sole owner (100%)~~ of CADirectors ~~and~~or ~~former~~for ~~Chief~~special ~~Operating Officer of IMO~~assignments. ~~Effective~~During ~~September 1, 2017,~~ the ~~Company~~fiscal years ~~granted~~ended ~~an exclusive~~December 31, ~~non-transferable~~2022 ~~license~~and ~~for~~2021 ~~the~~there ~~use~~were ofno ~~the~~other ~~“Scores~~arrangements ~~New~~between ~~York”~~us toand CAour ~~for~~directors ~~its~~that ~~gentlemen’s~~resulted ~~club~~ in ~~New~~our ~~York~~making ~~City.~~payments Onto ~~March 16th~~any ~~2020 New York City Mayor Bill De Blasio ordered the closure~~ of ~~all~~our ~~New~~directors ~~York~~for ~~City~~any ~~nightclubs,~~services ~~theaters,~~provided ~~restaurants and concert venues in an effort~~ to ~~slow~~us ~~down~~by ~~the~~them ~~spread~~as ofdirectors. ~~Covid~~The 19following ~~and~~table toshows ~~protect~~compensation ~~ourselves~~earned ~~against~~by ~~it.~~each ~~As a result~~ of ~~this~~our ~~closure~~non-officer ~~order~~directors ~~and~~for ~~effective March~~the ~~17th~~year ~~2020~~ended ~~the~~December 31, ~~above business entity closed and has been closed since~~2022.

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 $30,000 for the years ending December 31, 2021 and 2020, respectively. The Company owed WSR $30,000 and $30,000 in unpaid rents as of December 31, 2021 and December 31, 2020, respectively.

Fees

Earned

Non-Equity

Nonqualified

Incentive

Deferred

Paid in

Stock

Option

Plan

Compensation

All Other

Cash

Awards

Compensation

Earnings

Compensation

Total

Name

($)

Martin Gans

Effective January 1, 2013, the Company entered into a management services agreement with 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 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 $90,000 for the years ending December 31, 2021 and 2020. The Company owed $157,500 and $67,500 in unpaid management services as of December 31, 2021 and December 31, 2020, respectively.

~~The Company had accrued expenses of $7,500 due to Metropolitan and was repaid in December 2021. The Company owed $0 and $7,500 as of December 31, 2021 and December 31, 2020, respectively.~~

ItITEM 12. ~~should~~SECURITY beOWNERSHIP ~~noted~~OF asCERTAIN ~~outlined~~BENEFICIAL ~~below~~OWNERS ~~the~~AND ~~results~~MANAGEMENT ofAND ~~two~~RELATED ~~separate~~STOCKHOLDER ~~events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement~~MATTERS.

~~First,~~The ~~effective~~following ~~February 28,~~table ~~2017~~sets ~~(the~~forth ~~“Effective~~information ~~Date”), the Company entered into separate Settlement Agreements (a “Royalty Settlement Agreement”) each~~ with ~~three~~respect ~~licensees, IMO, Star Light and Swan (are sometimes referred~~ to ~~individually~~the asbeneficial aownership ~~“Licensee”~~of ~~and~~our ~~collectively~~common asstock ~~the~~known ~~“Licensees”) controlled~~ by ~~Robert~~us M.as ~~Gans,~~of ~~the Company’s President~~February 26, ~~Chief~~2025 ~~Executive~~by ~~Officer~~(i) ~~and~~each aperson ~~member~~or ofentity ~~its~~known ~~Board~~by ofus ~~Directors. Pursuant~~ to ~~the~~be ~~Royalty Settlement Agreements,~~ the ~~Company~~beneficial ~~forgave~~owner ~~the repayment~~ of amore ~~certain~~than ~~portion~~5% of ~~unpaid,~~our ~~past-due~~common ~~royalties~~stock, ~~in return for the respective Licensees’ agreements to pay the remainder~~ (~~the “Royalty Settlement Amount”~~ii) each of ~~the~~our ~~unpaid royalties~~directors, ~~plus~~(iii) ~~interest,~~each tonamed ~~the~~executive ~~Company.~~officer ~~The~~and ~~Royalty~~(iv) ~~Settlement~~all ~~Amount~~of ~~for~~our ~~each~~directors ~~Licensee~~and ~~was~~executive ~~represented~~officers byas a ~~promissory note~~group.

21The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of such date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse. The addresses for our executive officers and directors are c/o Scores Holding Company, Inc., 34-35 Steinway Street, Long Island City, New York 11101.

Table of Contents


		Amount and Nature
		of Beneficial		Percent of
Name and Address of Beneficial Owner	Title of Class	Ownership		Class ⁽¹⁾
Robert M. Gans (2)	Common Stock	88,900,230	(2)	53.8	%

Howard Rosenbluth	Common Stock	‑0‑		0.0	%

Martin Gans	Common Stock	‑0‑		0.0	%

Stephen J. Sabbeth	Common Stock	2,000	(3)	*

All directors and executive officers as a group (4 persons)	Common Stock	88,902,230	(2)	53.8	%

Mitchell’s East LLC (2)
617 Eleventh Avenue
New York, NY 10036	Common Stock	88,900,230	(2)	53.8	%

Estate of William Osher (4)
2955 Shell Road
Brooklyn, NY	Common Stock	14,552,726	(2)	8.8	%
*	Less than 1%.

~~IMO,~~(1) ~~Star~~Based ~~Light~~upon ~~and Swan owed the Company an aggregate of $255~~165,~~406~~186,144 ~~$75,000,~~shares ~~and $50,000 respectively in full settlement~~ of ~~unpaid~~Common ~~royalties~~Stock issued and ~~other~~outstanding ~~fees~~as ~~(the~~of ~~“Royalty Amount”). The settlement amounts were payable pursuant to promissory notes in monthly installments commencing~~ March 1, ~~2017~~3, ~~and bears simple interest at the rate of 4% per year~~2025.

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.21

~~Second,~~Table 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”).Contents

~~In July 2018, the Company entered into a confidential settlement agreement~~ (~~the “Settlement Agreement”~~2) inRobert ~~the~~M. ~~Voronina~~Gans ~~litigation,~~is ~~and on August 4, 2018,~~ the ~~Court~~sole ~~entered~~owner anof ~~order dismissing the plaintiff~~Mitchell’s ~~claims~~East ~~against~~LLC. ~~the~~The ~~Defendants~~principal ~~with~~business ~~prejudice~~address ~~and~~of ~~settled~~Mr. ~~the~~Gans ~~Plaintiffs~~is ~~claims~~34-35 inSteinway ~~the~~Street ~~Voronina~~Long ~~matter~~Island ~~for $1~~City,~~310,000~~ ~~(the~~NY ~~“Voronina Settlement Agreement~~11101. ~~The~~Does ~~Company~~not ~~had~~include ~~insufficient~~13,886,059 ~~liquid~~shares ~~resources~~of toCommon ~~enable~~Stock itcurrently toheld ~~make a portion~~ of ~~the~~record ~~settlement~~by ~~payments~~William ~~called~~Osher, ~~for~~deceased, byof ~~the~~which ~~Voronina~~Harvey ~~Settlement~~Osher ~~Agreement~~(“H. ~~Metropolitan,~~Osher”) ~~made~~claims ~~loans~~title toand ~~the~~which ~~Company~~H. inOsher ~~the~~has ~~aggregate~~agreed ~~amount~~to oftransfer ~~$770,000~~ to ~~enable~~Mitchell’s ~~the~~East ~~Company~~LLC pursuant to ~~make~~ the ~~payments~~Stock ~~under~~Purchase ~~the~~Agreement ~~Voronina~~whereby ~~Settlement Agreement~~Mr. OnGans ~~December 1,~~purchased ~~2018,~~any ~~the~~rights ~~balance~~of ~~due~~H. ~~Metropolitan~~Osher ~~inclusive~~to ofsuch ~~interest was $781,399~~shares.

~~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”~~3) 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 MMr. ~~Gans.~~Sabbeth ~~The~~owns ~~Net~~these ~~Voronina~~shares 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)directly. 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.

~~The~~(4) ~~total~~William ~~amounts~~Osher ~~due~~passed toaway ~~the~~in ~~various related parties as of December 31~~August, ~~2021~~2007. ~~and~~H. ~~December 31,~~Osher ~~2020,~~claims ~~was~~all ~~$561,846~~right and ~~$464,692~~title ~~respectively~~to and ~~the~~interest ~~total~~in ~~amounts~~these ~~due~~shares toof ~~the~~Common ~~Company~~Stock ~~from~~and ~~the~~has ~~various~~agreed ~~related~~to ~~parties~~transfer asthem ofto ~~December 31,~~Mitchell’s ~~2021~~East ~~and~~LLC ~~December 31,~~pursuant ~~2020,~~to ~~was~~the $0Stock ~~and~~Purchase ~~$0, respectively~~Agreement.

~~Director Independence~~

~~Our Board of Directors has considered the independence of its directors in reference to the definition of “independent director” established by the Nasdaq Marketplace Rule~~ITEM ~~5605(a)(2)~~13. InCERTAIN ~~doing~~RELATIONSHIPS ~~so,~~AND ~~the~~RELATED ~~Board has reviewed all commercial and other relationships of each director in making its determination as to the independence of its directors. After such review~~TRANSACTIONS, ~~the~~AND ~~Board~~DIRECTOR ~~has determined that none of our directors qualifies as independent under the requirements of the Nasdaq listing standards~~INDEPENDENCE.

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 December 31, 2022 and December 31, 2021, respectively.

22On 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.

~~Table~~The Company previously leased office space directly from Westside Realty of ~~Contents~~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 $30,000 for the years ending December 31, 2022 and 2021, respectively. The Company owed WSR $22,500 and $30,000 in unpaid rents as of December 31, 2022 and December 31, 2021, respectively.

~~ITEM 14~~Effective January 1, 2013, the Company entered into a management services agreement with Metropolitan pursuant to which Metropolitan provides management and other services to the Company, including the services of Robert M. ~~PRINCIPAL~~Gans ~~ACCOUNTING~~and ~~FEES~~Howard ~~AND~~Rosenbluth ~~SERVICES~~to act as executive officers of the Company. In consideration of the 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 $90,000 for the years ending December 31, 2022 and 2021. The Company owed $45,000 and $157,500 in unpaid management services as of December 31, 2022 and December 31, 2021, respectively.

~~Audit~~It ~~Fees~~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.

~~The~~First, ~~aggregate~~effective ~~fees~~February 28, ~~billed~~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 usindividually as a “Licensee” and collectively as the “Licensees”) controlled by ~~RBSM~~Robert ~~LLP~~M. Gans, ~~our~~the ~~independent~~Company’s ~~registered~~President, ~~public~~Chief ~~accounting~~Executive ~~firm,~~Officer ~~for~~and ~~services~~a ~~rendered~~member ~~during~~of its Board of Directors. Pursuant to the ~~fiscal years~~Royalty ~~ended~~Settlement ~~December 31~~Agreements, ~~2021~~the ~~and~~Company ~~2020~~forgave ~~are~~the ~~set~~repayment ~~forth~~of a certain portion of unpaid, past-due royalties in return for the ~~table~~respective ~~below:~~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.


	Fiscal year ended		Fiscal year ended
Fee Category	December 31, 2021		December 31, 2020
Audit Fees (1)	$	55,000	$	55,000
Audit-Related Fees (2)		—		—
Tax Fees (3)		5,000		5,000
All Other Fees (4)		—		—
Total Fees	$	60,000	$	60,000

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.

(1) Audit fees consists of fees incurred for professional services rendered for the audit of annual consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.22

~~(2)~~Table ~~Audit-related fees consist~~ of ~~fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit fees.”~~Contents

~~(3)~~Robert ~~Tax~~M. ~~fees~~Gans ~~consist~~is a majority owner of ~~fees~~the ~~billed~~equity ~~for~~of ~~professional~~each ~~services~~of ~~relating~~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 ~~tax~~their ~~compliance,~~obligations ~~tax~~under ~~planning,~~the Settlement Documents and ~~tax~~the ~~advice~~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, (4the “Plaintiffs”) ~~All~~filed ~~other~~a ~~fees~~civil ~~consist~~suit in the United States District Court for the Southern District of ~~fees~~New ~~billed~~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 ~~all~~commercial ~~other~~purposes ~~services~~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”).

~~Audit~~In ~~Committee~~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 ~~Pre-Approval~~claims ~~Practice~~against the Defendants with prejudice and settled the Plaintiffs claims in the Voronina matter for $1,310,000 (the “Voronina Settlement Agreement. 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.

~~Inasmuch~~Third, asthe wepast dodue ~~not~~amounts ~~have~~including anprincipal ~~audit~~and ~~committee,~~interest ~~our~~under ~~Board~~the Royalty Settlement Agreements were $382,259 as of ~~Directors~~December 1, ~~performs~~2018. On this date the ~~functions~~Company ofentered into an ~~audit~~agreement ~~committee. Section 10A~~(ithe “Settlement and Offset Agreement”) of to offset the ~~Exchange~~Royalty ~~Act~~Amount ~~prohibits~~owed ~~our~~to ~~auditors~~the ~~from~~Company ~~performing~~against ~~audit~~the ~~services~~Voronina ~~for~~Amount usowed asto ~~well~~Metropolitan, asthereby ~~any~~reducing ~~services~~the ~~not~~amount ~~considered~~owed by the Company to beMetropolitan to $399,139 (the “~~audit~~Net ~~services~~Voronina Amount”) ~~unless~~pursuant ~~such~~to ~~services~~the ~~are~~terms ~~pre-approved~~of a Settlement and Offset Agreement made by and among the ~~Board~~Company, ofStar ~~Directors~~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 ~~lieu~~86 consecutive monthly installments of $5,000 and a final installment of $1,370, with the ~~audit~~initial ~~committee~~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 ~~unless~~in part without premium or penalty. The Offset Agreement also provides for the ~~services~~immediate ~~meet~~termination ~~certain~~of ~~de-minimis~~the ~~standards~~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.

~~All~~The ~~audit~~total ~~services~~amounts ~~were~~due ~~approved~~to bythe ~~our~~various ~~Board~~related parties as of ~~Directors~~December 31, 2022 and December 31, 2021 was $67,500 and $561,846 respectively and the total amounts due to the Company from the various related parties as of December 31, 2022 and December 31, 2021, was $0 and $0, respectively.

Director Independence

Our Board of Directors has considered the independence of its directors in reference to the definition of “independent director” established by the Nasdaq Marketplace Rule 5605(a)(2). In doing so, the Board has reviewed all commercial and other relationships of each director in making its determination as to the independence of its directors. After such review, the Board has determined that none of our directors qualifies as independent under the requirements of the Nasdaq listing standards.

~~Table of Contents~~

~~PART IV~~23

~~ITEM 15.~~Table ~~EXHIBITS,~~of ~~FINANCIAL STATEMENT SCHEDULES.~~Contents

~~Financial~~ITEM 14. ~~Statement~~PRINCIPAL ~~Schedules~~ACCOUNTING FEES AND SERVICES.

~~The~~Audit ~~consolidated financial statements of Scores Holding Company, Inc. are listed on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.~~Fees

~~All~~The ~~financial~~aggregate ~~statement~~fees ~~schedules~~billed ~~are~~to ~~omitted~~us ~~because~~by ~~they~~RBSM ~~are~~LLP, ~~not~~our ~~applicable~~independent registered public accounting firm, orfor services rendered during the ~~required~~fiscal years ~~information~~ended isDecember 31, ~~shown~~2022 inand ~~the~~2021 ~~financial~~are ~~statements~~set orforth ~~notes~~in ~~thereto.~~the table below:

Exhibits.


	Fiscal year ended		Fiscal year ended
Fee Category	December 31, 2022		December 31, 2021
Audit Fees ⁽¹⁾	$	65,000	$	55,000
Audit-Related Fees ⁽²⁾		—		—
Tax Fees ⁽³⁾		5,000		5,000
All Other Fees ⁽⁴⁾		—		—
Total Fees	$	70,000	$	60,000

~~The~~(1) ~~following~~Audit ~~Exhibits~~fees ~~are~~consists ~~being~~of ~~filed~~fees ~~with~~incurred ~~this~~for ~~Annual~~professional ~~Report~~services rendered for the audit of annual consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-K:Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

ExhibitNo	SEC ReportReferenceNumber	Description
3.1	3(i)	Certificate of Incorporation of Scores Holding Company, Inc. (1)
3.2	3(ii)	By-Laws of Scores Holding Company, Inc. (2)
10.1	10.38	Sublicense Agreement, dated January 24, 2006, between the Registrant and AYA Entertainment, Inc. (4)
10.2	10.47	License Agreement, dated January 27, 2009, between the Registrant and I.M. Operating LLC (6)
10.3	10.4	Form of Director and Officer Indemnification Agreement (7)
10.4	10.15	Stock Purchase Agreement, dated January 27, 2009, among Elliot Osher, Harvey Osher, Richard Goldring and Mitchell’s East LLC (1)
10.5	10.18	Management Services Agreement, effective January 1, 2013, between Scores Holding Company, Inc. and Metropolitan Lumber, Hardware and Building Supplies, Inc. (1)
10.6	10.4	Amendment to Management Services Agreement, effective January 1, 2015, between Scores Holding Company, Inc. and Metropolitan Lumber, Hardware and Building Supplies, Inc. (9)
10.7	10.10.1	Second Amendment to Management Services Agreement, effective January 1, 2017, between Scores Holding Company, Inc. and Metropolitan Lumber, Hardware and Building Supplies, Inc. (10)
10.8	10.1	License Agreement between Scores Holding Company, Inc. and Scores Licensing Corp. (8)
10.9	10.2	Trademark License Agreement between Scores Licensing Corp. and Star Light Events LLC (8)
10.10	10.13	Settlement Agreement, dated as of February 28, 2017, by and among Scores Holding Company, Inc., I.M. Operating LLC and Robert M. Gans (10)

(2)	Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit fees.”

(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consist of fees billed for all other services.

24Audit Committee’s Pre-Approval Practice.

~~Table~~Inasmuch as we do not have an audit committee, our Board of ~~Contents~~Directors performs the functions of an audit committee. Section 10A(i) of the Exchange Act prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the Board of Directors (in lieu of the audit committee) or unless the services meet certain de-minimis standards.

All audit services were approved by our Board of Directors.

ExhibitNo	SEC ReportReferenceNumber	Description
10.11	10.14	Settlement Agreement, dated as of February 28, 2017, by and among Scores Holding Company, Inc., Swan Media Group, Inc. and Robert M. Gans (10)
10.12	10.15	Settlement Agreement, dated as of February 28, 2017, by and among Scores Holding Company, Inc., Star Light Events LLC and Robert M. Gans (10)
10.13	10.16	Promissory Note, dated February 28, 2017, from Star Light Events LLC to Scores Holding Company, Inc., with attached Personal Guaranty of Robert M. Gans (10)
10.14	10.17	Promissory Note, dated February 28, 2017, from Swan Media Group, Inc. to Scores Holding Company, Inc., with attached Personal Guaranty of Robert M. Gans (10)
10.15	10.18	Promissory Note, dated February 28, 2017, from I.M. Operating LLC to Scores Holding Company, Inc., with attached Personal Guaranty of Robert M. Gans (10)
10.16	10.1	Settlement and Offset Agreement, effective as of December 1, 2018, by and among Scores Holding Company, Inc., Star Light Events LLC, Swan Media Group, Inc., I.M. Operating LLC, Metropolitan Lumber, Hardware and Building Supplies, Inc. and Robert M. Gans.(11)
21	21	List of Subsidiaries (10)
31.1	*	Certification of Principal Executive Officer pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted 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, 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, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	XBRL INSTANCE DOCUMENT
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* Filed herewith.

2524

Table of Contents

(1) Filed with the Securities and Exchange Commission on November 14, 2013 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, which exhibit is incorporated herein by reference.PART IV

~~(2)~~ITEM 15. ~~Filed with the Securities and Exchange Commission on April 4~~EXHIBITS, ~~1997~~FINANCIAL asSTATEMENT ~~an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended November 30, 1996, which exhibit is incorporated herein by reference~~SCHEDULES.

~~(3)~~Financial ~~Filed~~Statement with the Securities and Exchange Commission on April 23, 2003 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2002, which exhibit is incorporated herein by referenceSchedules.

~~(4)~~The ~~Filed~~consolidated ~~with~~financial ~~the~~statements ~~Securities~~of ~~and~~Scores ~~Exchange~~Holding ~~Commission on May 17~~Company, Inc. ~~2007~~are aslisted anon ~~exhibit,~~the ~~numbered~~Index asto ~~indicated~~Financial ~~above,~~Statements toon ~~the~~this ~~Registrant’s~~annual ~~Annual~~report ~~Report~~ on Form 10-~~KSB~~K ~~for~~beginning ~~the~~on ~~year ended December 31, 2006, which exhibit is incorporated herein by reference~~page F-1.

~~(5)~~All ~~Filed~~financial ~~with~~statement ~~the~~schedules ~~Securities~~are ~~and~~omitted ~~Exchange~~because ~~Commission~~they onare ~~February~~not 2applicable, ~~2009~~or asthe anrequired ~~exhibit,~~information ~~numbered~~is asshown ~~indicated~~in ~~above, to~~ the ~~Registrant’s~~financial ~~Current~~statements ~~Report~~or onnotes ~~Form 8-K dated February 2, 2009, which exhibit is incorporated herein by reference~~thereto.

(6) Filed with the Securities and Exchange Commission on April 15, 2009 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, which exhibit is incorporated herein by referenceExhibits.

~~(7)~~The ~~Filed~~following ~~with~~Exhibits ~~the~~are ~~Securities~~being ~~and~~filed ~~Exchange~~with ~~Commission~~this onAnnual ~~August 13, 2010 as an exhibit, numbered as indicated above, to the Registrant’s Current~~ Report on Form 8 10-K ~~dated August 5, 2010, which exhibit is incorporated herein by reference.~~:

(8) Filed with the Securities and Exchange Commission on December 27, 2013 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which exhibit is incorporated herein by reference.


Exhibit No	SEC Report Reference Number	Description
3.1	3(i)	Certificate of Incorporation of Scores Holding Company, Inc. (1)

3.2	3(ii)	By-Laws of Scores Holding Company, Inc. (2)

10.1	10.38	Sublicense Agreement, dated January 24, 2006, between the Registrant and AYA Entertainment, Inc. (4)

10.2	10.47	License Agreement, dated January 27, 2009, between the Registrant and I.M. Operating LLC (6)

10.3	10.4	Form of Director and Officer Indemnification Agreement (7)

10.4	10.15	Stock Purchase Agreement, dated January 27, 2009, among Elliot Osher, Harvey Osher, Richard Goldring and Mitchell’s East LLC (1)

10.5	10.18	Management Services Agreement, effective January 1, 2013, between Scores Holding Company, Inc. and Metropolitan Lumber, Hardware and Building Supplies, Inc. (1)

10.6	10.4	Amendment to Management Services Agreement, effective January 1, 2015, between Scores Holding Company, Inc. and Metropolitan Lumber, Hardware and Building Supplies, Inc. (9)

10.7	10.10.1	Second Amendment to Management Services Agreement, effective January 1, 2017, between Scores Holding Company, Inc. and Metropolitan Lumber, Hardware and Building Supplies, Inc. (10)

10.8	10.1	License Agreement between Scores Holding Company, Inc. and Scores Licensing Corp. (8)

10.9	10.2	Trademark License Agreement between Scores Licensing Corp. and Star Light Events LLC (8)

10.10	10.13	Settlement Agreement, dated as of February 28, 2017, by and among Scores Holding Company, Inc., I.M. Operating LLC and Robert M. Gans (10)

(9) Filed with the Securities and Exchange Commission on May 12, 2015 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which exhibit is incorporated herein by reference.

(10) Filed with the Securities and Exchange Commission on April 10, 2017 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, which exhibit is incorporated herein by reference.

(11) Filed with the Securities and Exchange Commission on May 2, 2019 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 which exhibit is incorporated herein by reference.25

Table of Contents

~~ITEM 16. FORM 10-K SUMMARY.~~

None.


Exhibit No	SEC Report Reference Number	Description
10.11	10.14	Settlement Agreement, dated as of February 28, 2017, by and among Scores Holding Company, Inc., Swan Media Group, Inc. and Robert M. Gans (10)

10.12	10.15	Settlement Agreement, dated as of February 28, 2017, by and among Scores Holding Company, Inc., Star Light Events LLC and Robert M. Gans (10)

10.13	10.16	Promissory Note, dated February 28, 2017, from Star Light Events LLC to Scores Holding Company, Inc., with attached Personal Guaranty of Robert M. Gans (10)

10.14	10.17	Promissory Note, dated February 28, 2017, from Swan Media Group, Inc. to Scores Holding Company, Inc., with attached Personal Guaranty of Robert M. Gans (10)

10.15	10.18	Promissory Note, dated February 28, 2017, from I.M. Operating LLC to Scores Holding Company, Inc., with attached Personal Guaranty of Robert M. Gans (10)

10.16	10.1	Settlement and Offset Agreement, effective as of December 1, 2018, by and among Scores Holding Company, Inc., Star Light Events LLC, Swan Media Group, Inc., I.M. Operating LLC, Metropolitan Lumber, Hardware and Building Supplies, Inc. and Robert M. Gans.(11)

21	21	List of Subsidiaries (10)

31.1	*	Certification of Principal Executive Officer pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	*	Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted 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, 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, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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* Filed herewith.

26Table of Contents

~~Table~~(1) ofFiled ~~Contents~~with the Securities and Exchange Commission on November 14, 2013 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, which exhibit is incorporated herein by reference.

~~SIGNATURES~~(2) Filed with the Securities and Exchange Commission on April 4, 1997 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended November 30, 1996, which exhibit is incorporated herein by reference.

~~Pursuant~~(3) toFiled with the ~~requirements~~Securities ofand ~~Section 13~~Exchange orCommission ~~15(d) of~~on ~~the~~April ~~Securities~~23, ~~Exchange~~2003 ~~Act~~as ofan ~~1934~~exhibit, ~~the~~numbered ~~registrant~~as ~~has~~indicated ~~duly~~above, ~~caused~~to ~~this~~the ~~report~~Registrant’s toAnnual beReport ~~signed~~ on ~~its~~Form ~~behalf~~10-KSB byfor the ~~undersigned~~year ended December 31, ~~thereunto~~2002, ~~duly~~which ~~authorized~~exhibit is incorporated herein by reference.

Date: September 20, 2023	SCORES HOLDING COMPANY, INC.
	By:	/s/ Robert M. Gans
		Robert M. Gans
		Chief Executive Officer
		(Principal Executive Officer)

(4)	Filed with the Securities and Exchange Commission on May 17, 2007 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2006, which exhibit is incorporated herein by reference.

(5) Filed with the Securities and Exchange Commission on February 2, 2009 as an exhibit, numbered as indicated above, to the Registrant’s Current Report on Form 8-K dated February 2, 2009, which exhibit is incorporated herein by reference.

~~By:~~(6) /Filed with the Securities and Exchange Commission on April 15, 2009 as an exhibit, numbered as indicated above, to the Registrant’s/ ~~Howard~~Annual ~~Rosenbluth~~Report ~~Howard~~on ~~Rosenbluth~~Form ~~Chief~~10-K ~~Financial~~for ~~Officer~~the ~~(Principal~~year ~~Financial~~ended ~~Officer)~~December 31, 2009, which exhibit is incorporated herein by reference.

(7) Filed with the Securities and Exchange Commission on August 13, 2010 as an exhibit, numbered as indicated above, to the Registrant’s Current Report on Form 8-K dated August 5, 2010, which exhibit is incorporated herein by reference.

~~Pursuant~~(8) toFiled ~~the~~with ~~requirements of~~ the Securities and Exchange ~~Act~~Commission ofon ~~1934~~December 27, ~~this~~2013 ~~report~~as ~~has~~an ~~been~~exhibit, ~~signed~~numbered ~~below~~as byindicated above, to the ~~following~~Registrant’s ~~persons~~Quarterly Report on ~~behalf~~Form of10-Q for the ~~registrant~~quarter ~~and~~ended inSeptember ~~the~~30, ~~capacities~~2013, ~~and~~which onexhibit ~~the~~is ~~dates~~incorporated ~~indicated~~herein by reference.

SIGNATURE	TITLE	DATE
/s/ Robert M. Gans	President, Chief Executive Officer (Principal Executive Officer), Director	September 20, 2023
Robert M. Gans
/s/ Howard Rosenbluth	Chief Financial Officer (Principal Financial Officer), Director	September 20, 2023
Howard Rosenbluth
/s/ Martin Gans	Director	September 20, 2023
Martin Gans

(9)	Filed with the Securities and Exchange Commission on May 12, 2015 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which exhibit is incorporated herein by reference.

ITEM 16. FORM 10-K SUMMARY.

27None.

~~Table of Contents~~

~~INDEX TO FINANCIAL STATEMENTS~~


Report of Independent Registered Public Accounting Firm (PCAOB ID 587)		F-2
Scores Holding Company, Inc. and Subsidiary Consolidated Balance Sheets as of December 31, 2021 and 2020		F-3
Scores Holding Company, Inc. and Subsidiary Consolidated Statements of Operations For the Two Years Ended December 31, 2021 and 2020		F-4
Scores Holding Company, Inc. and Subsidiary Consolidated Statements of Cash Flows For the Two Years Ended December 31, 2021 and 2020		F-5
Scores Holding Company, Inc. and Subsidiary Consolidated Statement of Changes in Stockholders’ Deficit For the Two Years Ended December 31, 2021 and 2020		F-6
Scores Holding Company, Inc. and Subsidiary Notes to Consolidated Financial Statements		F-7

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: March 7, 2025	SCORES HOLDING COMPANY, INC.
	By:	/s/ Robert M. Gans
		Robert M. Gans
		Chief Executive Officer
		(Principal Executive Officer)

~~F-1~~

~~Table~~By: of/s/ ~~Contents~~Howard Rosenbluth Howard Rosenbluth Chief Financial Officer (Principal Financial Officer)

~~Report of Independent Registered Public Accounting Firm~~

~~The~~Pursuant ~~Stockholders~~to ~~and~~the requirements of the ~~Board~~Securities Exchange Act of ~~Directors~~1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Scores Holding Company, Inc.

SIGNATURE	TITLE	DATE

/s/ Robert M. Gans	President, Chief Executive Officer (Principal Executive Officer), Director	March 7, 2025
Robert M. Gans

/s/ Howard Rosenbluth	Chief Financial Officer (Principal Financial Officer), Director	March 7, 2025
Howard Rosenbluth

/s/ Martin Gans	Director	March 7, 2025
Martin Gans

~~Opinion on the Financial Statements~~

We have audited the accompanying consolidated balance sheets of Scores Holding Company, Inc. (the “company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two year period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

~~The Company’s Ability to Continue as a Going Concern~~

~~Basis for Opinion~~28

~~These~~Table ~~consolidated financial statements are the responsibility~~ of the company’s management. Our responsibility is to express an opinion on the company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Contents

WeINDEX ~~conducted~~TO ~~our~~FINANCIAL audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion.STATEMENTS

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Report of Independent Registered Public Accounting Firm (PCAOB ID 587)		F-2
Scores Holding Company, Inc. and Subsidiary Consolidated Balance Sheets as of December 31, 2022 and 2021		F-3
Scores Holding Company, Inc. and Subsidiary Consolidated Statements of Operations For the Two Years Ended December 31, 2022 and 2021		F-4
Scores Holding Company, Inc. and Subsidiary Consolidated Statements of Cash Flows For the Two Years Ended December 31, 2022 and 2021		F-5
Scores Holding Company, Inc. and Subsidiary Consolidated Statements of Changes in Stockholders’ Deficit For the Two Years Ended December 31, 2022 and 2021		F-6
Scores Holding Company, Inc. and Subsidiary Notes to Consolidated Financial Statements		F-7

~~Critical Audit Matters~~

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved our especially challenging, subjective, or complex judgments.

~~We determined that there were no critical audit matters.~~

~~/s/ RBSM LLP~~F-1

WeTable ~~have~~of ~~served as the company’s auditor since 2012.~~Contents

~~New~~Report ~~York,~~of NYIndependent Registered Public Accounting Firm

~~September~~The ~~20,~~Stockholders ~~2023~~and the Board of Directors of

Scores Holding Company, Inc.

~~F-2~~Opinion on the Financial Statements

~~Table~~We have audited the accompanying consolidated balance sheets of ~~Contents~~Scores Holding Company, Inc. (the “company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two year period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

~~SCORES~~The ~~HOLDING~~Company’s ~~COMPANY, INC.~~Ability ~~AND~~to ~~SUBSIDIARY~~Continue as a Going Concern

~~CONSOLIDATED~~The ~~BALANCE~~accompanying ~~SHEETS~~consolidated financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Basis for Opinion


	December 31,		December 31,
	2021		2020

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	33,353	$	21,143
Trade receivables, net of allowance of $0 and $0, respectively		140,000		41,597
Prepaid expenses		38,051		37,241

Total Current Assets		211,404		99,981

TOTAL ASSETS	$	211,404	$	99,981


LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	213,937	$	168,646
Accrued expenses, related party		—		7,500
Related party loan payable		374,346		—
Related party payable		187,500		97,500

Total Current Liabilities		775,783		273,646

Related party loan payable - long term		—		359,692
Contract Liabilities		351,000		235,000

TOTAL LIABILITIES		1,126,783		868,338

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		(7,138,682)		(6,991,660)

Total Stockholders’ Deficit		(915,379)		(768,357)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	211,404	$	99,981

These consolidated financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on the company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~See~~Our ~~notes~~audits included performing procedures to assess the ~~consolidated~~risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

~~F-3~~We determined that there were no critical audit matters.

~~Table~~/s/ ofRBSM ~~Contents~~LLP

~~SCORES~~We ~~HOLDING~~have ~~COMPANY, INC.~~served ~~AND~~as ~~SUBSIDIARY~~the company’s auditor since 2012.

~~CONSOLIDATED~~New ~~STATEMENTS~~York, ~~OF OPERATIONS~~NY

March 7, 2025


	Years Ended December 31,
	2021		2020

REVENUES

Royalty Revenue	$	241,001	$	263,142

Total Revenue		241,001		263,142

OPERATING EXPENSES

General and Administrative Expenses		371,928		387,254

LOSS FROM OPERATIONS		(130,927)		(124,112)

OTHER INCOME/(EXPENSE)

Other income		—		48,225
Interest Expense, net		(16,095)		(15,778)

TOTAL OTHER INCOME/( EXPENSE)		(16,095)		32,447

NET LOSS BEFORE INCOME TAXES		(147,022)		(91,665)

INCOME TAXES		—		—

NET LOSS	$	(147,022)	$	(91,665)

NET LOSS PER SHARE-Basic and Diluted	$	(0.00)	$	(0.00)

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING-Basic and Diluted		165,186,144		165,186,144

F-2

~~See~~Table ~~notes~~of ~~to the consolidated financial statements.~~Contents

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

~~F-4~~

Table of Contents


	December 31,		December 31,
	2022		2021

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	7,600	$	33,353
Trade receivables, net of allowance of $0 and $0, respectively		12,499		140,000
Prepaid expenses		38,087		38,051

Total Current Assets		58,186		211,404

TOTAL ASSETS	$	58,186	$	211,404


LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	196,481	$	213,937
Related party loan payable		—		374,346
Related party payable		67,500		187,500

Total Current Liabilities		263,981		775,783

Contract Liabilities		447,500		351,000

TOTAL LIABILITIES		711,481		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		(6,876,598)		(7,138,682)

Total Stockholders’ Deficit		(653,295)		(915,379)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	58,186	$	211,404

~~SCORES HOLDING COMPANY INC. AND SUBSIDIARY~~

~~CONSOLIDATED~~See ~~STATEMENTS~~notes OFto ~~CASH~~the ~~FLOWS~~consolidated financial statements.


	Years Ended
	December 31,
	2021		2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(147,022)	$	(91,665)

Adjustments to reconcile net loss to net cash provided by operating activities:
Recovery of bad debts		—		(13,750)

Changes in operating assets and liabilities:
Trade receivable		(98,403)		17,066
Prepaid expenses		(810)		(20,722)
Accounts payable and accrued expenses		45,291		(15,498)
Accrued expenses, related party		(7,500)		—
Accrued interest, related party		14,654		14,081
Contract liabilities		116,000		54,800
Related party payables		90,000		67,500
NET CASH PROVIDED BY OPERATING ACTIVITIES		12,210		11,812

CASH FLOW FROM INVESTING ACTIVITES:		—		—

CASH FLOW FROM FINANCING ACTIVITIES:		—		—

NET INCREASE IN CASH		12,210		11,812
Cash and cash equivalents - beginning of period		21,143		9,331
Cash and cash equivalents - end of period	$	33,353	$	21,143

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	1,441	$	1,349
Cash paid for income taxes	$	350	$	—
Supplemental disclosure of cash flows from noncash investing and financing activities	$	—	$	—

F-3

~~See~~Table ~~notes~~of ~~to the consolidated financial statements.~~Contents

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

~~F-5~~

Table of Contents


	Years Ended December 31,
	2022		2021

REVENUES

Royalty Revenue	$	634,500	$	241,001

Total Revenue		634,500		241,001

OPERATING EXPENSES

General and Administrative Expenses		366,732		371,928

INCOME/(LOSS) FROM OPERATIONS		267,768		(130,927)

OTHER EXPENSE

Interest Expense, net		(5,684)		(16,095)

TOTAL OTHER EXPENSE		(5,684)		(16,095)

NET INCOME/(LOSS) BEFORE INCOME TAXES		262,084		(147,022)

INCOME TAXES		—		—

NET INCOME/(LOSS)	$	262,084	$	(147,022)

NET INCOME/(LOSS) PER SHARE-Basic and Diluted	$	0.00	$	(0.00)

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING-Basic and Diluted		165,186,144		165,186,144

~~SCORES HOLDING COMPANY INC. AND SUBSIDIARY~~

~~CONSOLIDATED~~See ~~STATEMENTS~~notes OFto ~~CHANGES~~the INconsolidated ~~STOCKHOLDERS”~~financial ~~DEFICIT~~statements.

~~YEARS ENDED DECEMBER 31, 2021 and 2020~~


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

Balance as of December 31, 2019	165,186,144	$	165,186	$	6,058,117	$	(6,899,995)	$	(676,692)

Net Loss	—		—		—		(91,665)		(91,665)

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

Net Loss	—		—		—		(147,022)		(147,022)

Balance as of December 31, 2021	165,186,144	$	165,186	$	6,058,117	$	(7,138,682)	$	(915,379)

F-4

Table of Contents

~~See~~SCORES ~~notes~~HOLDING toCOMPANY INC. ~~the~~AND ~~consolidated financial statements.~~SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Years Ended
	December 31,
	2022		2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(Loss)	$	262,084	$	(147,022)

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

Changes in operating assets and liabilities:
Trade receivable		127,501		(98,403)
Prepaid expenses		(36)		(810)
Accounts payable and accrued expenses		(17,456)		45,291
Accrued expenses, related party		—		(7,500)
Accrued interest, related party		—		14,654
Contract liabilities		96,500		116,000
Related party payables		(120,000)		90,000
NET CASH PROVIDED BY OPERATING ACTIVITIES		348,593		12,210

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 INCREASE/(DECREASE) IN CASH		(25,753)		12,210
Cash and cash equivalents - beginning of year		33,353		21,143
Cash and cash equivalents - end of year	$	7,600	$	33,353

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	50,157	$	1,441
Cash paid for income taxes	$	3,915	$	350
Supplemental disclosure of cash flows from noncash investing and financing activities	$	—	$	—

~~F-6~~

~~Table~~See ofnotes ~~Contents~~to the consolidated financial statements.

~~SCORES HOLDING COMPANY INC. AND SUBSIDIARY~~

~~Notes to Consolidated Financial Statements~~

~~Note 1. Organization~~F-5

~~BASIS~~Table OFof ~~PRESENTATION~~Contents

~~Scores~~SCORES ~~Holding~~HOLDING ~~Company,~~COMPANY ~~Inc~~INC. ~~(the~~AND “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.SUBSIDIARY

~~The~~CONSOLIDATED ~~consolidated~~STATEMENTS ~~financial~~OF ~~statements~~CHANGES ofIN ~~the~~STOCKHOLDERS’ Company have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements of the Company include the accounts of Scores Licensing Corp. (“SLC”).DEFICIT

YEARS ENDED DECEMBER 31, 2022 and 2021

~~Note 2. Summary of Significant Accounting Principles~~

Going Concern


				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	—		—		—		(147,022)		(147,022)

Balance as of December 31, 2021	165,186,144	$	165,186	$	6,058,117	$	(7,138,682)	$	(915,379)

Net Income	—		—		—		262,084		262,084

Balance as of December 31, 2022	165,186,144	$	165,186	$	6,058,117	$	(6,876,598)	$	(653,295)

As of December 31, 2021, the Company has accumulated deficit totaling $7,138,682 and negative working capital deficit of $564,379. The Company had net loss of $147,022 for the year ended December 31, 2021. Because of these conditions, the Company will require additional working capital to develop business operations. The Company raised and 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~~See ~~conditions~~notes ~~raise substantial doubt about the Company’s ability~~ to ~~continue as a going concern for a period of one year from~~ the ~~issuance of these~~ consolidated financial statements. The 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.

Pursuant to ASC 205-40 in preparing financial statements for each annual and interim reporting period, management must evaluate whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued.

~~COVID-19~~

~~That~~Table ~~said~~of ~~it should be noted all royalty paying licensees have reopened. In addition, cash collections increased from $235,000 during 2020 to $236,000 and $858,000 during 2021 and 2022 respectively.~~Contents

~~Although~~SCORES ~~there~~HOLDING ~~are~~COMPANY ~~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~~INC. ~~The~~AND 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.SUBSIDIARY

~~F-7~~Notes to Consolidated Financial Statements

~~Table of Contents~~Note 1. Organization

~~SCORES~~BASIS ~~HOLDING~~OF ~~COMPANY INC. AND SUBSIDIARY~~ PRESENTATION

~~Notes~~Scores toHolding ~~Consolidated~~Company, Inc. ~~Financial~~(the ~~Statements~~“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.

~~Principles~~The consolidated financial statements of ~~consolidation~~the Company have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements of the Company include the accounts of Scores Licensing Corp. (“SLC”).

~~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.~~

~~Use~~Note 2. Summary of ~~Estimates~~Significant Accounting Principles

~~The~~Going preparation of the accompanying consolidated financial statements in conformity with GAAP requires management 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 revenue and expenses during the reported period. Significant areas requiring the use of management estimates include, but are not limited to, the allowance for doubtful accounts and valuation allowance on deferred taxes. Actual results could differ materially from such estimates under different assumptions or circumstances.Concern

~~Cash~~As of December 31, 2022, the Company has accumulated deficit totaling $6,876,598 and negative working capital deficit of $205,765. Because of these conditions, the Company will require additional working capital to develop business operations. The Company raised and 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 ~~equivalents~~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.

~~The~~These conditions raise substantial doubt about the Company’s ~~considers~~ability ~~all~~to ~~highly~~continue ~~liquid~~as ~~temporary~~a ~~cash~~going ~~investments,~~concern ~~with~~for a ~~maturity~~period of ~~three months~~one oryear ~~less~~from ~~when~~the ~~purchased,~~issuance toof bethese ~~cash~~consolidated ~~equivalents~~financial statements. ~~There~~The ~~are~~consolidated ~~times~~financial ~~when~~statements ~~cash~~do ~~may~~not ~~exceed~~include ~~$250,000,~~any ~~the~~adjustments ~~FDIC~~relating ~~insured~~to ~~limit.~~the Atrecoverability ~~December~~and ~~31,~~classification ~~2021~~of ~~and~~asset ~~2020,~~carrying ~~the~~amounts ~~uninsured~~or ~~balance~~the ~~amounted~~amount toand ~~$-0-~~classification ~~and~~of ~~$-0-,~~liabilities ~~respectively.~~that ~~The~~might ~~Company~~be ~~has~~necessary noshould ~~cash~~the ~~equivalents~~Company asbe ofunable ~~December~~to ~~31,~~continue ~~2021~~as ~~and~~a ~~2020~~going concern.

~~Fair~~Pursuant ~~Value~~to ofASC ~~Financial~~205-40 ~~Instruments~~in preparing financial statements for each annual and interim reporting period, management must evaluate whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued.

~~The carrying value of cash and accrued expenses, approximate their fair values based on the short~~COVID-~~term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value.~~19

~~The~~As ~~Company~~a ~~utilizes~~result ~~the methods~~ of ~~fair~~the ~~value~~COVID-19 ~~measurement~~virus, asstate ~~described~~and inlocal ~~ASC~~governments ~~820~~have torequired ~~value~~all ~~its~~but ~~financial~~certain ~~assets~~essential ~~and~~businesses ~~liabilities.~~to ~~As defined in ASC 820~~close, ~~fair~~including ~~value~~all isclubs ~~based~~operating onunder the ~~price~~Scores ~~that~~name. ~~would~~The beimpact ~~received~~on tosuch ~~sell~~clubs’ anrevenue ~~asset~~was ormaterial ~~paid to transfer a liability~~ in an2020 ~~orderly transaction between market participants at the measurement date. In order to increase consistency~~ and ~~comparability~~resulted in ~~fair~~a ~~value~~significant ~~measurements,~~decline ~~ASC~~in ~~820~~our ~~establishes~~royalty arevenues ~~fair value hierarchy~~ that ~~prioritizes~~continued ~~observable~~in ~~and unobservable inputs used to measure fair value into three broad levels, which are described below:~~2021.

~~Level~~Upon 1:management’s ~~Quoted~~evaluation ~~prices~~of ~~(unadjusted)~~relevant inhospitality ~~active~~industry ~~markets~~conditions and events known as of the date that these financial statements are ~~accessible~~issued atit is their belief the ~~measurement~~financial ~~date~~effects ~~for~~of ~~assets~~the Covid 19 pandemic will not have a substantial or ~~liabilities.~~long ~~The~~term ~~fair~~effect ~~value~~on ~~hierarchy~~the ~~gives~~financial viability of the ~~highest~~adult ~~priority~~entertainment industry. There will be operational changes to ~~Level~~be 1certain ~~inputs~~but not a consequentially detrimental impact on the industry.

~~Level~~That 2:said ~~Observable~~it ~~prices~~should ~~that~~be ~~are~~noted ~~based~~all onroyalty ~~inputs~~paying ~~not~~licensees ~~quoted~~have onreopened. ~~active~~In ~~markets~~addition, ~~but~~cash ~~corroborated~~collections byincreased ~~market~~from ~~data~~$235,000 during 2020 to $236,000 and $858,000 during 2021 and 2022 respectively.

~~Level~~Although 3:there ~~Unobservable~~are ~~inputs~~fewer ~~are~~licensees ~~used~~and ~~when~~some ~~little~~of orthe nolicensing ~~market~~fees ~~data~~have isbeen ~~available~~re-negotiated management believes the worst of the effects the Covid 19 pandemic are over. The ~~fair~~lifting ~~value~~of ~~hierarchy~~many, ~~gives~~if not all, gathering restrictions imposed by local government has vastly improved the ~~lowest~~appeal ~~priority~~of toadult ~~Level~~entertainment-oriented 3establishments. ~~inputs~~Consequently, the Company has seen a recent increase in the number of such establishments interested in utilizing the SCORES brand trademarks.

~~Accounts receivable and reserves~~F-7

~~Accounts~~Table ~~deemed uncollectible are applied against the allowance for doubtful accounts. Allowance for doubtful accounts as~~ of December 31, 2021 and 2020 were $0 and $0 respectively. In reviewing any delinquent royalty receivable, the Company considers many factors in estimating its reserve, including historical data, experience, customer types, credit worthiness, financial distress and economic trends. From time to time, the Company may adjust its assumptions for anticipated changes in any of above or other factors expected to affect collectability.Contents

~~Contract~~SCORES ~~liabilities~~HOLDING COMPANY INC. AND SUBSIDIARY

~~Contract~~Notes ~~liabilities~~to ~~are~~Consolidated ~~cash~~Financial ~~collected from customers where collection is not considered probable and is therefore deferred until such time as collection is considered probable or the contract is terminated.~~Statements

~~F-8~~Principles of consolidation

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

~~SCORES~~Use ~~HOLDING~~of ~~COMPANY INC. AND SUBSIDIARY~~ Estimates

~~Notes~~The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to ~~Consolidated~~make ~~Financial~~estimates ~~Statements~~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 revenue and expenses during the reported period. Significant areas requiring the use of management estimates include, but are not limited to, the allowance for doubtful accounts and valuation allowance on deferred taxes. Actual results could differ materially from such estimates under different assumptions or circumstances.

~~Income~~Cash ~~per~~and ~~Share~~cash equivalents

~~Under~~The ~~ASC~~Company ~~260-10-45,~~considers ~~“Earnings~~all ~~Per~~highly ~~Share”,~~liquid ~~basic~~temporary ~~income~~cash ~~(loss)~~investments, ~~per~~with ~~common~~a ~~share~~maturity isof ~~computed~~three months byor ~~dividing~~less ~~the~~when ~~income~~purchased, ~~(loss) applicable~~ to ~~common stockholders by the weighted average number of common shares assumed to~~ be ~~outstanding~~cash ~~during the period of computation~~equivalents. ~~Diluted~~There ~~income~~are ~~(loss)~~times ~~per~~when ~~common~~cash ~~share~~may isexceed ~~computed using the weighted average number of common shares and~~$250, ~~if dilutive~~000, ~~potential~~the ~~common~~FDIC ~~shares~~insured ~~outstanding during the period~~limit. AsAt of December 31, ~~2021~~2022 and ~~2020~~2021, ~~there~~the ~~were~~uninsured nobalance ~~common~~amounted ~~stock~~to ~~equivalents.~~$-0- ~~Accordingly~~and $-0-, ~~the~~respectively. ~~weighted~~The ~~average~~Company ~~number~~has ofno ~~common~~cash ~~shares~~equivalents ~~outstanding~~as ~~for~~of ~~the years ended~~ December 31, ~~2021~~2022 and ~~2020, respectively, is the same for purposes of computing both basic and diluted net income per share for such years~~2021.

~~Revenue~~Fair ~~Recognition~~Value of Financial Instruments

~~Under~~The ~~ASC~~carrying ~~606,~~value ~~revenue~~of ~~from~~cash ~~the~~and ~~initiation~~accrued ~~fees~~expenses, ~~are~~approximate ~~recognizable~~their atfair avalues ~~point~~based inon ~~time~~the ~~(first~~short-term ~~month~~maturity of ~~the~~these ~~contract)~~instruments. ~~and~~The ~~royalty~~carrying ~~revenues~~amounts ~~are~~of ~~recognized~~debt ~~over~~were ~~time~~also ~~for~~estimated ~~those~~to ~~contracts~~approximate ~~with~~fair ~~probable collections~~value.

The Company’s ~~license~~utilizes ~~fee~~the ~~revenue~~methods isof ~~generated~~fair ~~from~~value ~~royalties~~measurement ~~earned~~as ~~through~~described ~~intellectual~~in ~~property~~ASC ~~licensing~~820 ~~agreements~~to ~~which~~value ~~permit~~its ~~the~~financial ~~licensee~~assets toand ~~use~~liabilities. ~~the~~As ~~recognition~~defined ~~and~~in ~~status~~ASC of820, fair value is based on the ~~Scores~~price ~~brand~~that inwould ~~order~~be received to ~~promote~~sell ~~their~~an ~~businesses.~~asset ~~Under~~or ~~ASC~~paid ~~606,~~to ~~revenue~~transfer isa ~~recognized~~liability ~~throughout~~in ~~the~~an ~~life~~orderly oftransaction ~~the~~between ~~executed~~market ~~licensing~~participants ~~agreement.~~at ~~The~~the ~~Company~~measurement ~~measures~~date. ~~revenue~~In ~~based~~order onto ~~consideration~~increase ~~specified~~consistency and comparability in afair ~~contract~~value ~~with~~measurements, ASC 820 establishes a ~~customer.~~fair ~~Furthermore,~~value ~~the~~hierarchy ~~Company~~that ~~recognizes~~prioritizes ~~revenue~~observable ~~when~~and itunobservable ~~satisfies~~inputs aused ~~performance~~to ~~obligation~~measure byfair ~~transferring~~value ~~control~~into ~~over~~three ~~the~~broad ~~service~~levels, towhich ~~its~~are ~~customer.~~described below:

ALevel ~~performance~~1: ~~obligation~~Quoted isprices a(unadjusted) ~~promise~~ in aactive ~~contract~~markets tothat ~~transfer~~are aaccessible ~~distinct~~at ~~service to~~ the ~~customer.~~measurement ~~The~~date ~~transaction~~for ~~price~~assets ~~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~~liabilities. The ~~Company’s~~fair ~~customers~~value ~~typically~~hierarchy ~~receive~~gives the ~~benefit~~highest ofpriority ~~its services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed~~ to ~~date.~~Level ~~Taxes~~1 ~~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~~inputs.

~~Contract~~Level ~~Liabilities~~2: ~~arise~~Observable ~~when~~prices ~~the~~that ~~company~~are ~~collects~~based ~~cash~~on ~~from~~inputs ~~a customer where collection is~~ not ~~considered~~quoted ~~probable~~on ~~and~~active ~~therefore~~markets ~~deferred~~but ~~until~~corroborated ~~such~~by ~~time~~market ~~as collection is probable or the contract is terminated~~data.

~~Nature~~Level of3: ~~goods~~Unobservable ~~and~~inputs ~~services~~are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

~~The~~Accounts ~~following~~receivable ~~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:~~reserves

iAccounts deemed uncollectible are applied against the allowance for doubtful accounts. ~~Licensing~~Allowance ~~Revenue~~for doubtful accounts as of December 31, 2022 and 2021 were $0 and $0 respectively. In reviewing any delinquent royalty receivable, the Company considers many factors in estimating its reserve, including historical data, experience, customer types, credit worthiness, financial distress and economic trends. From time to time, the Company may adjust its assumptions for anticipated changes in any of above or other factors expected to affect collectability.

~~ii.~~Table ~~Stand-Ready~~of ~~for Consulting and Club Set-up Services~~Contents

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

~~Concentration~~Notes ofto ~~Credit~~Consolidated ~~Risk~~Financial Statements

~~The~~Income ~~Company~~per ~~received royalty revenues from 6 licensees during the year ended December 31, 2021. Pursuant to ASC 606 of those 6 licensees we recognized revenue from only 3 licensees.~~Share

FUnder ASC 260-910-45, “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 December 31, 2022 and 2021, there were no common stock equivalents. Accordingly, the weighted average number of common shares outstanding for the years ended December 31, 2022 and 2021, respectively, is the same for purposes of computing both basic and diluted net income per share for such years.

~~Table~~Revenue ~~of Contents~~Recognition

~~SCORES~~Under ~~HOLDING~~ASC ~~COMPANY~~606, ~~INC.~~revenue ~~AND~~from ~~SUBSIDIARY~~ 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.

~~Notes~~The Company’s license fee revenue is generated from royalties earned through intellectual property licensing agreements which permit the licensee to ~~Consolidated~~use ~~Financial~~the ~~Statements~~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 ~~Company~~transaction ~~received~~price ~~royalty~~of ~~revenues~~a ~~from~~contract 11is ~~licensees~~allocated ~~during~~to each distinct performance obligation and recognized as revenue when or as the ~~year~~customer ~~ended~~receives ~~December~~the ~~31,~~benefit ~~2020~~of the performance obligation. ~~Pursuant~~The toCompany’s ~~ASC~~customers ~~606~~typically receive the benefit of ~~those~~its 11services ~~licensees~~as wethey ~~recognized~~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 ~~only~~a 9customer, ~~licensees~~are excluded from revenue.

~~With~~Contract ~~regards~~liabilities toarise ~~December~~when ~~31,~~a ~~2021,~~company ~~concentrations~~collects ofcash ~~revenue~~ from 2a ~~licensees~~customer, ~~for~~however ~~40%~~if ~~and~~steady ~~58%,~~collection ~~respectively~~is ~~totaling~~not ~~98%.~~considered ~~There~~probable ~~are~~under ~~receivables~~ASC 606, ~~from~~the 1revenue ~~licensee,~~is ~~totaling~~deferred ~~100%.~~until ~~There~~collection ~~are~~becomes noprobable ~~sales~~ or ~~receivables~~the ~~from~~contract ~~these~~is ~~licensees that are considered related parties~~terminated.

~~With~~Nature ~~regards to December 31, 2020, concentrations~~ of ~~revenue~~goods ~~from 4 licensees for 15%, 15%, 24%~~ and ~~27%, respectively, totaling 81%. There are receivables from 1 licensee, totaling 100%. There are no sales or receivables from these licensees that are considered related parties.~~services

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

~~In the ordinary course of our business, we are involved in certain legal proceedings and other claims~~i. InLicensing determining whether a loss should be accrued, we evaluate, among other factors, the probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. As additional information becomes available, we reassess the potential liability related to our pending litigation and other contingencies and revise our estimates as applicable. Revisions of our estimates of the potential liability could materially impact our results of operations. Additionally, if the final outcome of such litigation and contingencies differs adversely from that currently expected, it would result in a charge to operating results when determined.Revenue

~~See~~Licensing ~~Note~~fees 9represent ~~for~~the ~~commitments~~fees ~~and~~the ~~contingencies~~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.

~~Related~~ii. ~~Party~~Stand-Ready ~~Transactions~~for Consulting and Club Set-up Services

~~Parties~~The ~~are~~Company ~~considered~~offers toan beinitial ~~related~~set-up toand ~~the~~consultation ~~Company~~to ifnew ~~the~~clubs ~~parties~~in ~~that,~~order ~~directly~~to oraid ~~indirectly,~~in ~~through~~the ~~one~~opening orand ~~more~~operation. ~~intermediaries,~~The ~~control,~~services are ~~controlled~~provided ~~by,~~within ~~or are under common control with~~ the ~~Company.~~first ~~Related~~month ~~parties also include principal owners~~ of ~~the~~any ~~Company,~~licensing ~~its management~~agreements, ~~members~~and ofsometimes ~~the~~are ~~immediate~~not ~~families~~requested ofby ~~principal owners of~~ the ~~Company~~licensee and ~~its~~therefore ~~management~~never ~~and~~provided ~~other~~at parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interestsall. ~~See Note 4 for related party transactions.~~

~~Recently~~Concentration ~~Issued~~of ~~Accounting~~Credit ~~Standards Update~~Risk

~~Credit~~The ~~loss~~Company received royalty revenues from 5 licensees during the year ended December 31, 2022. Pursuant to ASC 606 the Company has recognized revenue from all 5 licensees.

~~In September 2016, the FASB issued ASU No. 2016~~F-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.9

~~All~~Table ~~other~~of ~~accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.~~Contents

SCORES HOLDING COMPANY INC. AND SUBSIDIARY

~~F-10~~Notes to Consolidated Financial Statements

~~Table~~The Company received royalty revenues from 6 licensees during the year ended December 31, 2021. Pursuant to ASC 606 of ~~Contents~~those 6 licensees we recognized revenue from only 3 licensees.

~~SCORES~~With ~~HOLDING~~regards ~~COMPANY~~to ~~INC~~December 31, 2022, concentrations of revenue from 4 licensees for 14%, 15%, 21% and 41%, respectively, totaling 91%. ~~AND~~There ~~SUBSIDIARY~~ are receivables from 2 licensee, totaling 100%. There are no sales or receivables from these licensees that are considered related parties.

~~Notes~~With regards to ~~Consolidated~~December ~~Financial~~31, ~~Statements~~2021, concentrations of revenue from 2 licensees for 40% and 58%, respectively totaling 98%. There are receivables from 1 licensee, totaling 100%. There are no sales or receivables from these licensees that are considered related parties.

~~Note 3. Disaggregation~~Commitments ofand ~~Revenue~~Contingencies

In the ~~following~~ordinary ~~table~~course of our business, ~~revenue~~we isare ~~disaggregated~~involved byin ~~major~~certain ~~products/service~~legal ~~lines~~proceedings and other claims. In determining whether a loss should be accrued, we evaluate, among other factors, the probability of an unfavorable outcome and ~~timing~~the ability to make a reasonable estimate of ~~revenue~~the ~~recognition:~~amount of loss. As additional information becomes available, we reassess the potential liability related to our pending litigation and other contingencies and revise our estimates as applicable. Revisions of our estimates of the potential liability could materially impact our results of operations. Additionally, if the final outcome of such litigation and contingencies differs adversely from that currently expected, it would result in a charge to operating results when determined.

See Note 9 for commitments and contingencies.


	For the Years Ended
	December 31,
	2021		2020
Major products/service lines
Licensing fees - royalty revenue	$	241,001	$	263,142
Initiation fees		0		0
Total Revenue	$	241,001	$	263,142

Timing of revenue recognition
Products transferred at a point in time	$	0	$	0
Products and services transferred over time		241,001		263,142
	$	241,001	$	263,142

Related Party Transactions

Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. See Note 4 for related party transactions.

~~Contract~~Recently ~~balances~~Issued Accounting Standards Update

~~The~~Credit ~~following table provides information about receivables, assets, and liabilities from contracts with customers:~~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 doesn’t expect this to have a material impact on the Company’s consolidated financial statements.


	December 31,		December 31,
	2021		2020
Assets
Trade receivables, net	$	140,000	$	41,597
Liabilities
Contracted liabilities	$	0	$	0
Contracted liabilities - long term	$	351,000	$	235,000

All other accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.


	December 31,		December 31,
	2021		2020
Contract liabilities
Opening	$	235,000	$	180,200
Additions		116,000		79,000
Transfer to revenue		0		(24,200)
Ending	$	351,000	$	235,000

F-10

Table of Contents

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

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

Note 3. Disaggregation of Revenue

~~F-11~~In the following table, revenue is disaggregated by major products/service lines, and timing of revenue recognition:

~~Table of Contents~~

SCORES HOLDING COMPANY INC. AND SUBSIDIARY


	For the Years Ended
	December 31,
	2022		2021
Major products/service lines
Licensing fees - royalty revenue	$	634,500	$	241,001
Initiation fees		—		—
Total Revenue	$	634,500	$	241,001

Timing of revenue recognition
Products transferred at a point in time	$	—	$	—
Products and services transferred over time		634,500		241,001
	$	634,500	$	241,001

~~Notes to Consolidated Financial Statements~~

~~Note 4. Related-Party~~Contract ~~Transactions~~balances

~~Transactions~~The ~~with~~following ~~Common~~table ~~ownership~~provides ~~affiliates~~information about receivables, assets, and liabilities from contracts with customers:

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 17, 2020 the above business entity closed and has been closed since.


	December 31,		December 31,
	2022		2021
Assets
Trade receivables, net	$	12,499	$	140,000
Liabilities
Contracted liabilities	$	—	$	—
Contracted liabilities - long term	$	447,500	$	351,000

Effective January 1, 2013, the Company entered into a management services agreement with Metropolitan (“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 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 $90,000 for the years ending December 31, 2021 and 2020. The Company owed $157,500 and $67,500 in unpaid management services as of December 31, 2021 and December 31, 2020, respectively.


	December 31,		December 31,
	2022		2021
Contract liabilities
Opening	$	351,000	$	235,000
Additions		450,000		116,000
Transfer to revenue		(353,500)		—
Ending	$	447,500	$	351,000

~~The Company had accrued expenses of $7,500 due to Metropolitan and was repaid in December 2021. The Company owed $0 and $7,500 as of December 31, 2021 and December 31, 2020, respectively.~~

ItContract ~~should~~receivables beare ~~noted~~recorded asat ~~outlined~~the ~~below~~invoiced ~~the~~amount ~~results~~and ofdo ~~two~~not ~~separate~~bear ~~events~~interest. ~~and~~Credit ~~their~~is ~~subsequent~~extended ~~settlement~~based ~~agreements~~on ~~were~~the ~~offset~~evaluation ~~against~~of ~~one~~a ~~another~~customer’s ~~resulting~~financial incondition aand ~~third~~collateral ~~settlement~~is ~~agreement~~not required.

~~First,~~The ~~effective~~contract ~~February~~liabilities ~~28,~~primarily ~~2017~~relate ~~(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~~amounts asbilled 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~~advance ~~for the respective Licensees’ agreements to pay the remainder (the “Royalty Settlement Amount”)~~ of ~~the~~performance ~~unpaid~~obligations ~~royalties,~~being ~~plus~~satisfied ~~interest,~~are tobooked ~~the~~as ~~Company.~~deferred ~~The Royalty Settlement Amount for each Licensee was represented by a promissory note~~revenue.

F-1211

Table of Contents

SCORES HOLDING COMPANY INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

~~Robert M~~Note 4. Related-Party 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.Transactions

~~Second,~~Transactions onwith ~~April~~Common 3,ownership 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).affiliates:

InOn ~~July~~January 27, ~~2018~~2009, the Company entered into a ~~confidential~~licensing ~~settlement~~ agreement ~~(the~~with ~~“Settlement~~its ~~Agreement”)~~affiliate inthrough ~~the~~common ~~Voronina~~ownership ~~litigation,~~I.M. ~~and~~Operating onLLC ~~August~~(“IMO”) 4,for ~~2018,~~ the ~~Court~~use ~~entered~~of ~~an order dismissing~~ the ~~plaintiff’s~~Scores ~~claims~~brand ~~against~~name ~~the~~“Scores ~~Defendants~~New ~~with~~York”. ~~prejudice~~Robert ~~and~~M. ~~settled~~Gans ~~the~~is ~~Plaintiffs claims in~~ the ~~Voronina~~majority ~~matter~~owner ~~for $1,310,000~~ (~~the “Voronina Settlement Agreement”~~72%). ~~See~~of ~~Note~~IMO 7and ~~for~~is ~~additional~~also ~~information.~~the ~~The~~ Company’s ~~had~~majority ~~insufficient~~shareholder ~~liquid~~and ~~resources~~chief toexecutive ~~enable~~officer itand toHoward ~~make~~Rosenbluth, ~~a portion of~~ the ~~settlement~~Company’s ~~payments~~Treasurer ~~called~~and ~~for~~a byDirector, ~~the~~owns ~~Voronina Settlement Agreement~~2%. ~~Metropolitan,~~IMO ~~made~~owes ~~loans to~~ the Company ina ~~the~~royalty ~~aggregate~~receivable ~~amount~~ of $~~770,000~~0 toand ~~enable~~$0 ~~the~~as ~~Company~~of toDecember 31, ~~make~~2022 ~~the~~and ~~payments under the Voronina Settlement Agreement. On~~ December 1 31, ~~2018~~2021, ~~the balance due Metropolitan inclusive of interest was $781,399~~respectively.

~~Third,~~On ~~the~~August ~~past due amounts including principal and interest under the Royalty Settlement Agreements were $382~~31,~~259~~ ~~as of December 1~~2017, ~~2018.~~IMO ~~On this date the Company~~ entered into an agreement ~~(the~~to ~~“Settlement~~sell ~~and~~all ~~Offset~~of ~~Agreement”)~~its assets to ~~offset~~Club ~~the~~Azure ~~Royalty~~LLC ~~Amount~~(“CA”). ~~owed~~Effective toSeptember ~~the~~1, ~~Company~~2017, ~~against~~IMO ~~the~~no ~~Voronina~~longer ~~Amount~~operated ~~owed~~Scores toNew ~~Metropolitan,~~York ~~thereby~~and ~~reducing~~terminated ~~the~~its ~~amount~~licensing ~~owed~~agreement bywith the Company. toMark ~~Metropolitan~~Yackow, toan ~~$399~~unrelated party,~~139~~ (is the ~~“Net~~sole ~~Voronina~~owner ~~Amount”~~(100%) ~~pursuant to the terms~~ of aCA ~~Settlement~~ and ~~Offset~~former ~~Agreement~~Chief ~~made~~Operating byOfficer ~~and~~of ~~among~~IMO. ~~the~~Effective ~~Company,~~September ~~Star Light~~1, ~~Swan~~2017, ~~Metropolitan~~the ~~and~~Company ~~Robert~~granted M.an ~~Gans.~~exclusive, ~~The~~non-transferable ~~Net~~license ~~Voronina~~for ~~Amount~~the isuse ~~payable~~of ~~pursuant to a promissory note (~~the “~~Voronina~~Scores ~~Note~~New York”), ~~which~~to ~~bears~~CA ~~simple~~for ~~interest~~its atgentlemen’s ~~the~~club ~~rate~~in ofNew 4%York ~~per~~City. ~~annum,~~On inMarch 8616th ~~consecutive~~2020 ~~monthly~~New ~~installments~~York ofCity ~~$5,000~~Mayor ~~and~~Bill aDe ~~final~~Blasio ~~installment~~ordered ~~of $1,370, with~~ the ~~initial~~closure ~~installment~~of ~~due~~all ~~and~~New ~~payable~~York onCity ~~February~~nightclubs, 1theaters, ~~2022~~restaurants ~~(or~~and ~~the~~concert ~~first~~venues ~~business~~in ~~day~~an ~~thereafter).~~effort ~~The~~to ~~Company~~slow ~~may~~down ~~prepay~~ the ~~Voronina~~spread ~~Note~~of atCovid ~~any~~19 ~~time,~~and into ~~whole~~protect orourselves inagainst ~~part without premium or penalty~~it. ~~The~~As ~~Offset~~a ~~Agreement~~result ~~also provides for the immediate termination~~ of ~~the~~this ~~Royalty~~closure ~~Settlement~~order ~~Agreements~~ and ~~the~~effective ~~related promissory notes and guarantees. On~~ March 2817, ~~2022~~2020 the ~~entire~~above ~~balance~~business ~~due~~entity ofclosed ~~the~~and ~~Voronina~~has ~~Note~~been inclosed ~~the amount of $373,068 was paid in full~~since.

The ~~total~~Company ~~amounts~~previously ~~due~~leased tooffice space directly from Westside Realty of New York, Inc. (“WSR”), the ~~various~~owner ~~related~~of ~~parties~~the asWest 27th Street Building. The majority owner of ~~December~~WSR 31(80%) is Robert M. Gans. Since April 1, ~~2021~~2009, ~~and~~the monthly rent has been $2,500 per month including overhead costs. This lease was terminated on December 31, 2020,. ~~was~~The Company incurred rent expense of $~~561,846~~-0- and $~~464~~-0- for the years ending December 31,~~692~~ ~~respectively~~2022 and ~~the~~2021, ~~total~~respectively. ~~amounts~~The ~~due~~Company toowed ~~the~~WSR ~~Company~~$22,500 ~~from~~and ~~the~~$30,000 ~~various~~in ~~related~~unpaid ~~parties~~rents as of December 31, ~~2021~~2022 and December 31, ~~2020~~2021, ~~was $0 and $0,~~ respectively.

Effective January 1, 2013, the Company entered into a management services agreement with Metropolitan (“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 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 $90,000 for the years ending December 31, 2022 and 2021. The Company owed $45,000 and $157,500 in unpaid management services as of December 31, 2022 and December 31, 2021, respectively.

~~Note 5. Income~~The ~~Taxes~~Company had accrued expenses of $7,500 due to Metropolitan and was repaid in December 2021.

~~The~~It ~~Company~~should ~~accounts~~be ~~for~~noted ~~income~~as ~~taxes~~outlined inbelow ~~accordance with ASC 740-10-25, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for~~ the ~~future~~results ~~tax consequences attributable to differences between financial statement carrying amounts~~ of ~~existing~~two ~~assets~~separate ~~and~~events ~~liabilities~~ and their ~~respective~~subsequent ~~tax~~settlement ~~bases~~agreements ~~and~~were ~~operating~~offset ~~loss~~against ~~and~~one ~~tax~~another ~~credit~~resulting ~~carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income~~ in ~~the years~~a inthird ~~which~~settlement ~~those temporary differences are expected to be recovered or settled~~agreement.

~~ASC~~First, ~~740~~effective ~~also~~February ~~clarifies~~28, 2017 (the ~~accounting~~“Effective ~~for~~Date”), ~~uncertainty~~the inCompany ~~income~~entered ~~taxes~~into ~~recognized~~separate inSettlement anAgreements ~~enterprise’s~~(a ~~financial~~“Royalty ~~statements~~Settlement ~~and~~Agreement”) ~~prescribes~~each awith ~~recognition~~three ~~threshold~~licensees, ~~and~~IMO, ~~measurement~~Star ~~process~~Light ~~for~~and ~~financial~~Swan ~~statement~~(are ~~recognition~~sometimes ~~and~~referred ~~measurement~~to ofindividually as a ~~tax~~“Licensee” ~~position~~and ~~taken~~collectively oras ~~expected~~the to“Licensees”) becontrolled ~~taken~~by inRobert aM. ~~tax~~Gans, ~~return.~~the ~~For~~Company’s ~~those~~President, ~~benefits~~Chief toExecutive beOfficer ~~recognized,~~and a ~~tax~~member ~~position~~of ~~must~~its beBoard ~~more-likely-than-not~~of toDirectors. bePursuant ~~sustained~~to ~~upon~~the ~~examination~~Royalty bySettlement ~~taxing~~Agreements, ~~authorities.~~the ~~The~~ Company ~~recognizes~~forgave ~~accrued~~the ~~interest~~repayment ~~and~~of ~~penalties~~a ~~related~~certain toportion ~~unrecognized~~of ~~tax~~unpaid, ~~benefits~~past-due asroyalties ~~income~~in ~~tax~~return ~~expense.~~for ~~There~~the ~~were~~respective noLicensees’ ~~unrecognized~~agreements ~~tax~~to ~~benefits~~pay ~~and~~the noremainder ~~amounts~~(the ~~accrued~~“Royalty ~~for~~Settlement ~~interest~~Amount”) ~~and~~of ~~penalties~~the asunpaid ofroyalties, ~~December~~plus 31interest, ~~2021~~to ~~and~~the ~~2020~~Company. The ~~Company~~Royalty isSettlement ~~currently~~Amount ~~not~~for ~~aware~~each ofLicensee ~~any~~was ~~issues~~represented ~~under~~by ~~review~~a ~~that~~promissory ~~could result in significant payments, accruals or material deviation from its position~~note.

~~The~~IMO, ~~Company~~Star ~~has~~Light ~~net~~and ~~operating~~Swan ~~loss~~owed ~~carryforwards~~the ~~(“NO~~Company ~~L’s)~~an aggregate of ~~approximately~~$255,406, $675,~~823~~000, and $50,000 ~~which~~respectively ~~expire~~in atfull ~~various~~settlement ~~times~~of ~~through~~unpaid ~~2040~~royalties and other fees (the “Royalty Amount”). ~~Management~~The ~~has~~settlement ~~determined~~amounts ~~that~~were itpayable ispursuant ~~more~~to ~~likely~~promissory ~~than~~notes ~~not~~in ~~that~~monthly ~~the~~installments ~~NOL’s~~commencing ~~will~~March ~~not~~1, be2017, ~~fully~~and ~~utilized;~~bears ~~therefore~~simple ainterest ~~full~~at ~~valuation~~the ~~allowance~~rate ~~has~~of ~~been~~4% ~~provided~~per year.

F-1312

Table of Contents

SCORES HOLDING COMPANY INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

~~Approximately~~Robert ~~$4,091,000~~M. ofGans ~~these~~is ~~NOL’s~~a ~~are~~majority ~~subject~~owner toof anthe ~~annual~~equity ~~limitation~~of each of ~~approximately~~the ~~$70,000~~Licensees ~~due~~and toguaranteed athe ~~change~~payment of ~~ownership~~each ~~pursuant~~Licensee’s toobligations ~~Internal~~under ~~Revenue~~each ~~Code~~of ~~section~~the ~~382.~~3 ~~Due~~Settlement toDocuments. ~~this~~The ~~annual~~Licensees ~~limitation,~~were ~~NOL’s~~not ofcurrent ~~approximately~~with ~~$2,978,000~~respect ~~have~~to ~~been~~their ~~lost.~~obligations Asunder athe ~~result,~~Settlement ~~only~~Documents ~~approximately~~and ~~$3,845,000~~the ofCompany ~~NOL’s~~did ~~remain~~not ~~available~~call toupon ~~the~~Mr. ~~Company~~Gans asto ofhonor ~~December~~his ~~31, 2021~~Guaranties.


	2021		2020
Deferred tax assets:
Net operating loss carryforward	$	1,192,000	$	543,000
Prior year true-up		0		603,000
Less valuation allowance		(1,192,000)		(1,146,000)
Net deferred tax asset	$	—	$	—

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.

The ~~reconciliation~~total ofamounts due to the ~~Company’s~~various ~~effective~~related ~~tax~~parties ~~rate~~as ~~differs~~of ~~from~~December ~~the~~31, ~~Federal~~2022 ~~income~~and ~~tax~~December ~~rate~~31, of2021, ~~21%~~was $67,500 and ~~21%~~$561,846 ~~for~~respectively and the ~~years~~ ~~ended~~total amounts due to the Company from the various related parties as of December 31, ~~2021~~2022 and ~~2020~~December 31, ~~respectively~~2021, aswas a$0 ~~result~~and of$0, ~~the following:~~respectively.


	2021		2020
Tax expense(benefit) at statutory rate	$	(31,000)	$	(30,000)
State and local taxes, net of federal benefit		(15,000)		(15,000)
Permanent differences		—		—
Change in valuation allowance		46,000		45,000
Tax expense	$	0	$	0

Note 5. Income Taxes

The Company accounts for income taxes in accordance with ASC 740-10-25, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

~~Federal~~ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and ~~State/Local~~prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax ~~years~~ ~~remain~~position ~~open~~taken byor ~~statute~~expected to be taken in a tax return. For those benefits to be recognized, ~~generally~~a ~~three years~~tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There ~~are~~were no ~~open~~unrecognized ~~Statutory~~tax ~~Federal~~benefits orand ~~State/Local~~no ~~audits~~amounts ataccrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has net operating loss carryforwards (“NOL’s) of approximately $4,972,000 which expire at various times through 2040. Management has determined that it is more likely than not that the NOL’s will not be fully utilized; therefore a full valuation allowance has been provided.

~~Note 6. Licensees~~F-13

~~The~~Table ~~Company has 6 license agreements as~~ of ~~September 12, 2023.~~Contents

~~See~~SCORES ~~Note~~HOLDING 9COMPANY ~~for~~INC. ~~litigation~~AND ~~relating to one of the Company’s license agreements.~~SUBSIDIARY

Notes to Consolidated Financial Statements

~~Note 7~~Approximately $4,091,000 of these NOL’s are subject to an annual limitation of approximately $70,000 due to a change of ownership pursuant to Internal Revenue Code section 382. ~~Contract~~ ~~Liabilities~~Due to this annual limitation, NOL’s of approximately $2,979,000 have been lost. Additionally, approximately $1,588,000 of the Company’s NOL’s expired unused in 2022. As a result, only approximately $1,994,000 of NOL’s remain available to the Company as of December 31, 2022.

~~License agreements sometimes include Initiation/Inception Fees. Please see Note 3 for additional information regarding this matter.~~


	2022		2021
Deferred tax assets:
Net operating loss carryforward	$	618,000	$	1,192,000
Prior year true-up		—		—
Less valuation allowance		(618,000)		(1,192,000)
Net deferred tax asset	$	—	$	—

~~Note 8. Accounts Payable and Accrued Expenses~~

The reconciliation of the Company’s effective tax rate differs from the Federal income tax rate of 21% and 21% for the years ended December 31, 2022 and 2021, respectively as a result of the following:


	December 31,		December 31,
Accounts Payable and Accrued Expenses	2021		2020

Professional fees	$	147,500	$	100,000
Legal Fees		17,166		8,749
Insurance		25,940		24,234
Filing fees		22,316		17,472
Marketing fees and expenses		—		15,320
Miscellaneous		1,015		2,871
Total Accounts Payable and Accrued Expenses	$	213,937	$	168,646


	2022		2021
Statutory income tax rate
Federal tax	21.00	%	21.00	%
State and city	10.30		10.30
Valuation allowance	(31.30)		(31.30)

Effective income tax rate	0.00	%	0.00	%

~~Note 9. Commitments and Contingencies~~

The Company records $7,500 a month as rent, overhead, and services due to Metropolitan Lumber Hardware Building Supplies, Inc, owned and operated by Robert Gans, the Company’s sole owner, for services rendered by the management of the Company. The Company incurred management service expenses of $90,000 and $90,000 as December 31, 2021 and December 31, 2020, respectively.


	2022		2021
Tax expense (benefit) at statutory rate	$	55,000	$	(31,000)
State and local taxes, net of federal benefit		27,000		(15,000)
Permanent differences		—		—
Change in valuation allowance		(82,000)		46,000
Tax expense	$	—	$	—

~~F-14~~

~~Table~~Federal ofand ~~Contents~~State/Local tax years remain open by statute, generally three years. There are no open Statutory Federal or State/Local audits at December 31, 2022.

~~SCORES HOLDING COMPANY INC. AND SUBSIDIARY~~

~~Notes to Consolidated Financial Statements~~Note 6. Licensees

The Company ~~ceased~~has ~~leasing~~six ~~office~~license ~~space~~agreements onas ~~December 31, 2020 from the Westside Realty Inc.~~ of ~~New~~January ~~York was owned and operated by Robert Gans, the Company’s majority shareholder, for $~~2,~~500~~ ~~a month~~2025. ~~The Company incurred rent expense of $-0- and $30,000 for the years ending December 31, 2021 and 2020.~~

OnSee orNote ~~about~~9 ~~July~~for ~~27,~~litigation ~~2018,~~relating ~~Plaintiff~~to ~~Luisa~~one ~~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 PlaintiffCompany’s ~~hourly~~license ~~pay in light of the fact that Plaintiff was receiving tips)~~agreements. 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~~Note 7. Contract 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. Liabilities

ItLicense ~~should~~agreements besometimes ~~noted~~include asInitiation/Inception ~~outlined~~Fees. ~~below~~Please ~~the~~see ~~results~~Note of3 ~~two~~for ~~separate~~additional ~~events~~information ~~and~~regarding ~~their~~this ~~subsequent settlement agreements were offset against one another resulting in a third settlement agreement~~matter.

~~Robert~~Table ~~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.Contents

~~Second,~~SCORES onHOLDING ~~April~~COMPANY 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, IINC.M. ~~Operating,~~AND 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”).SUBSIDIARY

~~F-15~~Notes to Consolidated Financial Statements

~~Table~~Note 8. Accounts ofPayable ~~Contents~~and Accrued Expenses

~~SCORES HOLDING COMPANY INC. AND SUBSIDIARY~~

Notes to Consolidated Financial Statements


	December 31,		December 31,
Accounts Payable and Accrued Expenses	2022		2021

Professional fees	$	133,650	$	147,500
Legal Fees		14,418		17,166
Insurance		25,970		25,940
Filing fees		20,625		22,316
Miscellaneous		1,818		1,015
Total Accounts Payable and Accrued Expenses	$	196,481	$	213,937

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~~Note 9. Commitments ~~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 13th 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.Contingencies

OnThe ~~July~~Company ~~15,~~records ~~2019~~$7,500 ~~plaintiff Jeremy Green,~~ a ~~former~~month ~~consultant~~as ~~to Swan Media Group~~rent, ~~Inc (“SMG”)~~overhead, ~~commenced~~and anservices ~~action~~due into ~~U.S.~~Metropolitan ~~District~~Lumber ~~Court,~~Hardware ~~Southern~~Building ~~District of New York against Scores Holding Co.~~Supplies, Inc., ~~Scores~~owned ~~Media~~and ~~Group~~operated ~~LLC,~~by ~~Scores~~Robert ~~Digital~~Gans, ~~Gaming~~the ~~LLC~~Company’s ~~(“SDG”)~~sole ~~and~~owner, ~~individual~~for ~~defendants~~services ~~Robert~~rendered ~~Gans~~by ~~and~~the ~~Charilaos~~management ~~Yioves~~of ~~seeking~~the toCompany. ~~recover~~The ~~from~~Company ~~all~~incurred ~~defendants~~management ~~under~~service ~~various~~expenses ~~theories~~ of ~~breach of contract~~$90,000 ~~unjust~~and ~~enrichment~~$90,000 ~~promissory~~for ~~estoppels,~~the ~~fraudulent~~years ~~inducement~~ended ~~and~~December ~~breach~~31, of2022 ~~implied~~and ~~duty~~December of31, ~~good~~2021, ~~faith and fair dealing~~respectively.

OnThe ~~October~~Company 6,ceased ~~2022~~leasing tooffice ~~avoid~~space ~~expense,~~on ~~inconvenience~~December 31, ~~and~~2020 ~~uncertainty~~from ~~of further litigation,~~ the ~~Company~~Westside ~~has~~Realty ~~agreed~~Inc. toof ~~settle~~New ~~this~~York ~~matter~~was ~~for~~owned ~~$10,000.~~and ~~Greene~~operated ~~will~~by ~~receive~~Robert Gans, the ~~settlement~~Company’s ~~sum~~majority inshareholder, ~~two~~for ~~payments of~~ $52,~~000~~500 ~~each~~a month. The ~~first~~Company ~~settlement~~incurred ~~payment~~rent ~~was~~expense ~~made upon execution~~ of ~~the~~$-0- ~~settlement~~and ~~agreement~~$-0 ~~and~~for the ~~second~~years ~~payment~~ending ~~will~~December be31, ~~due~~2022 ~~thirty~~and ~~days~~2021, ~~after the first payment~~respectively.

~~Finally~~On or about July 27, in2018, anPlaintiff ~~action~~Luisa ~~entitled~~Santos ~~Jessica~~de ~~Hall~~Oliveira v.filed ~~Scores~~a ~~Holding~~Complaint ~~Company,~~against ~~Inc.,~~the etCompany ~~al,~~and ~~filed~~various inother ~~Federal~~Defendants ~~Court,~~(the ~~Southern~~“Complaint”) ~~District~~alleging violations of ~~New~~both ~~York,~~ the ~~Plaintiff~~Fair ~~claims~~Labor ~~that~~Standard Act, ~~while~~as ~~she~~amended, ~~worked~~29 atU.S.C. a§ an201 ~~adult~~et ~~entertainment~~seq ~~establishment~~(“FLSA”) ~~located~~and in New York, ~~New~~Labor ~~Yor,~~Laws ~~commonly~~(“NYLLs”). ~~known~~Plaintiff asclaimed ~~Scores~~that NYDefendants failed, ~~she~~inter ~~was~~alia, ~~discriminated~~to ~~and~~pay ~~retaliated against because of~~ her ~~race~~(1) instatutory ~~violation~~minimum ofwages; ~~both~~(2) ~~Federal~~overtime wages; and ~~State~~(3) ~~law.~~spread Aof ~~motion~~hours ~~for~~and ~~default~~wages. ~~judgment~~In ~~was denied~~addition, ~~and~~ Plaintiff ~~was~~alleged ~~granted~~that ~~permission~~she tonever ~~file~~received ~~and~~any ~~serve~~notices anfrom ~~Amended~~Defendants ~~Complaint.~~that ~~The~~Defendants ~~likelihood~~were oftaking ~~success~~a ontip ~~the~~credit ~~merits~~(i.e. isreducing ~~negligible~~Plaintiff’s ~~because~~hourly ~~the~~pay ~~Company,~~in aslight ~~simply~~of the ~~owner~~fact ofthat ~~the~~Plaintiff ~~“Scores”~~was ~~brand~~receiving ~~and~~tips). ~~trademarks,~~Nor did ~~not~~she ~~own,~~allegedly ~~operate~~receive orwritten ~~otherwise~~notices ~~control~~of ~~Scores~~her NYhourly orpay ~~employ,~~and ~~manage,~~overtime orrates ~~otherwise~~of ~~control~~pay ~~Plaintiff’s~~or ~~employment.~~an ~~Towards~~accurate ~~that~~wage ~~end,~~statement awith ~~motion~~each ~~for~~payment ~~summary~~of ~~judgment~~wages. ~~was~~Finally, ~~fully~~Plaintiff ~~submitted~~claimed onthat ~~behalf~~she ofwas ~~the~~not ~~Company~~reimbursed onfor ~~June~~equipment ~~24,~~costs ~~2022.~~and ~~Unfortunately,~~that ~~the~~Defendants ~~Court~~misappropriated ~~denied~~tips ~~the~~she ~~Company’s~~received ~~motion~~from ~~because~~customers. ~~Plaintiff~~On ~~had~~or ~~not~~about ~~been~~November ~~given~~20, ~~the~~2018, ~~opportunity~~Defendants tofiled ~~depose~~their ~~any~~Answer ~~witnesses.~~to ~~All~~the ~~depositions~~Complaint ~~have~~denying ~~since~~the ~~been~~aforementioned ~~taken~~claims. ~~The~~On ~~parties~~March ~~are~~25, ~~very~~2021, ~~close~~after topaper ~~settling~~discovery ~~this~~was ~~matter~~completed, ~~for~~Plaintiff avoluntarily ~~nominal~~dismissed ~~amount.~~her IfComplaint, ~~the~~with ~~case~~prejudice, ~~cannot~~against bethe ~~settled~~Company, ~~then~~pursuant to the ~~Company~~Federal ~~will~~Rules ~~submit~~of aCivil ~~second~~Procedure ~~motion~~§ 41(a)(1)(A)(ii).

FOn 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. 1:18-16cv-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.

~~Table~~On September 5, 2019, the Company together with its subsidiary SLC filed a civil action in Supreme Court of ~~Contents~~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.

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

~~Notes to Consolidated Financial Statements~~F-15

~~seeking~~Table ~~summary~~of ~~judgment, which should be granted given that both the documents and deposition testimony clearly show that the Company did not manage or otherwise control Plaintiff’s employment.~~Contents

~~There~~SCORES ~~are~~HOLDING noCOMPANY ~~other~~INC. ~~material~~AND ~~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.~~SUBSIDIARY

Notes to Consolidated Financial Statements

~~Note 10~~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. ~~Subsequent~~ ~~Events~~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.

~~Please~~IMO, ~~see~~Star ~~Note~~Light 9and ~~for~~Swan ~~events~~owed ~~concerning~~the ~~legal~~Company ~~matters~~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.

OnRobert ~~January~~M. ~~21,~~Gans ~~2022~~is ~~the~~a ~~Company~~majority ~~and~~owner ~~“Scores~~of ~~Chicago”~~the ~~entered~~equity ~~into~~of aeach ~~Settlement~~of ~~Agreement~~the Licensees and ~~Amendment~~guaranteed to the ~~Licensing~~payment ~~Agreement~~of ~~agreeing~~each toLicensee’s aobligations ~~one-time~~under ~~payment~~each toof ~~settle~~the ~~arrears~~3 ~~resulting~~Settlement ~~from~~Documents. ~~the~~The ~~Covid~~Licensees 19were ~~pandemic~~not ~~and~~current towith ~~change~~respect ~~the~~to ~~monthly~~their ~~licensing~~obligations ~~fee~~under tothe aSettlement ~~flat~~Documents ~~rate.~~and ~~All~~the ~~other~~Company ~~terms~~did ofnot ~~the~~call ~~original~~upon ~~agreement~~Mr. ~~were~~Gans to ~~remain~~honor inhis ~~effect~~Guaranties.

OnSecond, ~~March~~on 23April 3, ~~2022~~2016, ~~the~~50 ~~Company~~individuals purporting to be professional models and/or ~~“Scores~~actresses ~~Las~~collectively, ~~Vegas~~(the “Plaintiffs”) ~~entered~~filed ~~into~~ a ~~First~~civil ~~Amendment~~suit toin the ~~Scores~~United ~~Trademark~~States ~~Sublicense~~District ~~Agreement~~Court ~~agreeing~~for tothe aSouthern ~~one-time~~District ~~payment~~of toNew ~~settle~~York ~~arrears~~against ~~resulting~~the ~~from~~Company, ~~the~~I.M. ~~Covid~~Operating, 19LLC, ~~pandemic~~The Executive Club, LLC, and toRobert ~~make~~M. aGans, ~~one-time~~collectively ~~payment~~the ~~for~~(the ~~granting~~“Defendants”) italleging anthat ~~exclusive,~~images ~~non-transferable~~of ~~license~~Plaintiffs ~~for~~were ~~the~~used ~~use~~without oftheir ~~certain~~consent ~~Scores~~for ~~trademarks~~commercial inpurposes ~~its~~on ~~night~~websites ~~club/restaurant~~and ~~for~~social amedia ~~period~~outlets ofto ~~twenty-five~~promote ~~years.~~gentlemen’s ~~All~~clubs ~~other~~operated ~~terms~~by the Defendants or licensees of the ~~original~~Defendants ~~agreement~~(the ~~were~~“Lawsuit”) toand ~~remain~~(the in“Voronina ~~effect~~Matter”).

OnIn ~~September~~July 232018, ~~2022,~~ the Company ~~and~~entered ~~“Scores~~into ~~Sports~~a ~~Bar”~~confidential ~~entered~~settlement ~~into~~agreement a(the ~~First~~“Settlement ~~Amendment~~Agreement”) toin ~~Scores~~the ~~Sports~~Voronina ~~Bar~~litigation, ~~Service/Trademark~~and ~~License~~on ~~Agreement.~~August ~~Because~~4, of2018, the ~~impact~~Court ~~the~~entered ~~Covid~~an 19order ~~Pandemic~~dismissing ~~had~~the onplaintiff’s claims against the ~~economy~~Defendants with prejudice and settled the ~~hospitality~~Plaintiffs ~~industry,~~claims ~~certain~~in ~~benchmarks~~the inVoronina matter for $1,310,000 (the ~~original~~“Voronina ~~licensing~~Settlement ~~agreement~~Agreement”). ~~became~~See ~~difficult~~Note to7 ~~accomplish~~for additional information. ~~Essentially~~The ~~the~~Company ~~amendment~~had ~~extended~~insufficient ~~the~~liquid ~~term~~resources ofto ~~the~~enable ~~original~~it ~~agreement,~~to ~~established~~make a ~~new~~portion ~~timeframe~~of the settlement payments called for ~~licensing~~by ~~fee~~the ~~payments~~Voronina ~~and~~Settlement ~~reduced~~Agreement. Metropolitan, made loans to the ~~minimum~~Company ~~number~~in ofthe ~~new~~aggregate ~~establishments~~amount of $770,000 to beenable ~~opened~~the Company to amake ~~more~~the ~~realistic~~payments ~~amount~~under ~~given~~the Voronina Settlement Agreement. On December 1, 2018, the ~~economic~~balance ~~effects~~due Metropolitan inclusive of ~~Covid~~interest 19was $781,399.

~~Management~~Third, ~~evaluated~~the ~~subsequent~~past ~~events~~due ~~through~~amounts including principal and interest under the ~~date~~Royalty Settlement Agreements were $382,259 as of December 1, 2018. On this ~~filing~~date the Company entered into an agreement (the “Settlement and ~~determined~~Offset ~~that~~Agreement”) noto ~~additional~~offset ~~events~~the ~~have~~Royalty ~~occurred~~Amount ~~that~~owed ~~would~~to ~~require~~the ~~adjustment~~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 ~~disclosure~~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 ~~consolidated~~immediate ~~financial~~termination ~~statements~~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 13th 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

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~~F-17~~Table of Contents

SCORES HOLDING COMPANY INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

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.

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 10. Subsequent Events

Please see Note 9 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 consolidated financial statements.

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Filing Compare · SCORES HOLDING CO INC