Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2015

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

For the transition period from to

Commission File Number: 000-16665

SCORES HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

Utah

87-0426358

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


533-535 West 27^th Street, New York, NY		10001
(Address of principal executive offices)		(Zip Code)

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

N/A

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

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

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

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

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

As of May 6, 2015 there were 165,186,144 shares of common stock, $0.001 par value per share, outstanding.

TABLE OF CONTENTS

	PART I-Financial Information

Item 1.	Financial Statements (unaudited).	F-1

	Condensed Consolidated Balance Sheets	F-1

	Condensed Consolidated Statements of Operations	F-2

	Condensed Consolidated Statements of Cash Flows	F-3

	Notes to Condensed Consolidated Financial Statements	F-4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5

Item 4.	Controls and Procedures.	5

	PART II-Other Information

Item 1.	Legal Proceedings.	6

Item 1A.	Risk Factors.	7

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	7

Item 3	Defaults Upon Senior Securities.	7

Item 4	Mine Safety Disclosures.	7

Item 5.	Other Information.	7

Item 6.	Exhibits.	7

FORWARD-LOOKING STATEMENTS

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2015			2014
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	176,074		$	127,253
Trade receivables - including affiliates, net		308,434			324,410
Prepaid expenses		9,145			11,268
Loan receivable		23,317			34,844
Settlement receivable		-			23,781

Total Current Assets		516,970			521,556

TOTAL ASSETS	$	516,970		$	521,556


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	88,241		$	105,254
Security deposit payable		40,000			37,500
Note payable related party		23,317			34,844
Related party payable		15,000			-
Settlement payable due to related party		4,903			28,654

Total Current Liabilities		171,461			206,252

TOTAL LIABILITIES		171,461			206,252

Commitments and Contingencies (Note 8)		-			-

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, 10,000,000 shares
authorized, -0- issued and outstanding		-			-
Common stock, $.001 par value; 500,000,000 shares authorized,
165,186,144 issued and outstanding		165,186			165,186
Additional paid-in capital		6,058,117			6,058,117
Accumulated deficit		(5,877,794	)		(5,907,999	)

Total stockholders' Equity		345,509			315,304

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	516,970		$	521,556

See notes to the condensed consolidated financial statements.

F-1

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31,
	2015			2014

REVENUES

Royalty Revenue	$	221,988		$	204,353


Total Revenue		221,988			204,353

EXPENSES

General and Administrative Expenses		191,626			116,789


INCOME FROM OPERATIONS		30,362			87,564

OTHER INCOME/(EXPENSE)

Interest Income/(Expense), net		(157	)		(501	)
Settlement		-			63,887

TOTAL OTHER INCOME/(EXPENSE)		(157	)		63,386

NET INCOME BEFORE INCOME TAXES		30,205			150,950

PROVISION FOR INCOME TAXES		-			-

NET INCOME	$	30,205		$	150,950

NET INCOME PER SHARE-Basic and Diluted		0.000			0.001

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING-Basic and Diluted		165,186,144			165,186,124

See notes to the condensed consolidated financial statements.

F-2

SCORES HOLDING COMPANY INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	30,205		$	150,950

Adjustments to reconcile net income to net cash provided by (used) in operating activities:

Changes in assets and liabilities:
Licensee receivable		15,976			(74,798	)
Prepaid expenses		2,123			3,511
Security deposit payable		2,500			10,000
Accounts payable and accrued expenses		(17,013	)		(9,372	)

NET CASH PROVIDED BY OPERATING ACTIVITIES		33,791			80,291

CASH FLOW FROM FINANCING ACTIVITIES:
Related party payables		15,000			8,725
Settlement receivable		23,781			34,006
Loan receivable		11,527			(416	)
Settlement payable		(23,751	)		(55,683	)
Loan payable		(11,527	)		416

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		15,030			(12,952	)

NET INCREASE IN CASH		48,821			67,339
Cash and cash equivalents - beginning of year		127,253			4,522
Cash and cash equivalents - end of year	$	176,074		$	71,861


Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	127		$	9,849
Cash paid for income taxes	$	1,225		$	1,139

See notes to condensed consolidated financial statements.

F-3

Scores Holding Co., Inc. and Subsidiary

Notes To Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization

BASIS OF PRESENTATION

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

The condensed consolidated financial statements of 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”).

Our condensed consolidated financial statements include our accounts, as well as those of our wholly-owned subsidiary. Certain prior period amounts have been reclassified to conform to the current period presentation. Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the condensed consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014.

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2015.

Note 2. Summary of Significant Accounting Principles

Concentration of Credit Risk

The Company earns predominately royalty revenues from 13 licensees.

F-4

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

With regards to 2015, concentrations of sales from 5 licensees range from 14% to 15%, totaling 72%. There are receivables from 4 licensees ranging from 10% to 37% on these licensees for 2015 totaling 85%. Included in these amounts for 2015 were sales from 3 licensees considered related parties representing 2%, 8% and 14% of sales. There are receivables from 3 licensees considered related parties of 13%, 25% and 37%.

With regards to 2014, concentrations of sales from 5 licensees range from 15% to 17%, totaling 78%. There are receivables from 3 licensees ranging from 10% to 42% on these licensees for 2014 totaling 67%.Included in these amounts for 2014 were sales from 2 licensees considered related parties representing 8% and 16% of sales. There are receivables from 2 licensees considered related parties of 10% and 42%.

Revenue recognition

The Company records revenues earned as royalties under its license agreements as they are earned over the term of the license agreements. 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. If a license agreement is terminated then the remaining unearned balance of the deferred revenues are recorded as earned if applicable.

As a result of the tenuous nature of the gentlemen’s club industry in general and the resulting financial instability of several of our new licensees the Company has implemented a policy of recognizing revenue for these specific entities as it is received rather than when it is earned. Once our relationship with them has been more firmly established and payments have been made regularly and on time we will report these revenues when earned.

Principles of consolidation

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

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments, with a maturity of three months or less when purchased, to be cash equivalents. There are times when cash may exceed $250,000, the FDIC insured limit.

F-5

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Income per Share

Net income per share data for both the three-month period ending March 31, 2015 and 2014 are based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. As of March 31, 2015, there are no outstanding stock options.

Fair Value of Financial Instruments

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

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

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

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

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

New Accounting Pronouncements

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

F-6

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

All new 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.

Note 3. Related-Party Transactions

Transactions with common ownership affiliates:

On January 24, 2006, the Company entered into a licensing agreement with AYA International, Inc. (“AYA”) granting AYA the right to use our trademarks in connection with its online video chat website, “Scoreslive.com.” The agreement with AYA provides for royalty payments to be made directly to the Company at the rate of 4.99% of weekly gross revenues from all revenue sources within the AYA website. On December 21, 2009, AYA transferred all of its rights in Scoreslive.com and in its licensing agreement with us to Swan Media Group, Inc., a newly formed New York corporation whose majority owner (80%) is Robert M. Gans, who is also the majority shareholder and chief executive officer of the Company. The Company is owed $114,925 and $111,279 in unpaid royalties and expenses as of March 31, 2015 and December 31, 2014, respectively.

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 Howard Rosenbluth, the Company’s Treasurer and a Director, owns 2%. IMO owes the Company a royalty receivable of $77,205 and $59,935 as of March 31, 2015 and December 31, 2014, respectively.

The Company also leases office space directly from Westside Realty of New York, Inc. (“WSR”), the owner of the West 27^th 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. The Company owed WSR $7,500 and $0 in unpaid rents as of March 31, 2015 and December 31, 2014, respectively.

Effective January 1, 2013, the Company entered into a management services agreement with Metropolitan Lumber Hardware and Building Supplies, Inc., pursuant to which Metropolitan Lumber Hardware and Building Supplies, Inc. 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 pays Metropolitan Lumber Hardware and Building Supplies, Inc. 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 Lumber Hardware and Building Supplies, Inc. On May 5, 2015, we entered into an amendment, effective as of January 1, 2015, to our management services agreement with Metropolitan Lumber, Hardware and Building Supplies, Inc. 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 thereof) of the Company; and (ii) the Company’s performance throughout such fiscal year (or portion thereof). 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 thereof). The Company owed Metropolitan Lumber Hardware and Building Supplies, Inc. $7,500 and $0 in unpaid management services as of March 31, 2015 and December 31, 2014, respectively.

F-7

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Effective December 9, 2013, we granted an exclusive, non-transferable license for the use of the “Scores Atlantic City” name to Star Light Events LLC (“Star Light”) for its gentlemen’s club in Atlantic City, New Jersey. Royalties under this license are payable at the rate of $10,000 per month, commencing in April 2014, and the license is for a term of five years, with five successive five year renewal terms. Pursuant to the written agreement, we also granted Star Light a non-exclusive, non-transferable license to sell certain licensed products bearing our trademarks. Starlight will purchase the licensed products from us or our affiliates at our cost plus 25%. Robert M. Gans, our President, Chief Executive Officer and a director, is the majority owner (92.165%) of Star Light Events LLC and Howard Rosenbluth, our Secretary, Treasurer and a Director, owns 1%. Starlight owes the Company a royalty receivable of $40,000 and $60,000 as of March 31, 2015 and December 31, 2014, respectively.

On December 9, 2013, the Company entered into a license agreement with its subsidiary, 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.

F-8

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The total amounts due to the various related parties as of March 31, 2015 and December 31, 2014 was $15,000 and $0 respectively and the total amounts due to the Company from the various related parties as of March 31, 2015 and December 31, 2014 was $232,130 and $231,214, respectively.

Note 4. Intangible Assets

Trademark

In connection with the acquisition of Scores Licensing Company (“SLC”) as discussed above, the Company acquired the trademark to the name "SCORES". This trademark had a gross recorded value at December 31, 2008 of $878,318 which had been increased for the purchase from SLC for $250,000. This trademark has been registered in the United States, Canada, Japan, Mexico and the European Community. The trademark has been completely amortized by straight line method over an estimated useful life of ten years. The Company's trademark having an infinite useful life by its definition is being amortized over ten years due to the difficult New York legal environment for which the related showcase adult club is operating. As of March 31, 2015 and December 31, 2014 the cost of the trademark has been fully amortized.

Note 5. Licensees

The Company has fourteen license agreements which were obtained between 2003 and 2014; Stone Park Entertainment Group, Inc. known as “Scores Chicago”, Club 2000 Eastern Avenue Inc. known as “Scores Baltimore”, Silver Bourbon, Inc., I.M Operating LLC known as “IMO”, Tampa Food and Entertainment Inc., Norm A Properties, LLC, Swan Media Group, Inc. (formerly AYA International, Inc.), South East Clubs (which includes Savannah and Jacksonville), Starlight Events LLC known as “Scores Atlantic City”, Scores Licensing Corp known as “SLC”, Houston KP LLC, Parallax Management Corporation known as “Scores Gary”, Manhattan Fashion, L.L.C. known as “Scores Harvey” and TWDDD, Inc., known as “Scores Mooresville”. See Note 8 for litigation relating to a few of these clubs.

“IMO’s” members are our majority shareholder, Robert M. Gans (72%), and Secretary and Director, Howard Rosenbluth (2%) hence making “IMO” a related party. The building occupied by IMO is owned by Westside Realty of New York Inc., of which the majority owner is Robert M. Gans (80%). The club accounted for 8% and 16% of our royalty revenues for the first three months of 2015 and 2014, respectively. Mr. Gans is also the majority owner (80%) of Swan Media Group, Inc., which accounted for 2% and 8% of our royalty revenues for the first three months of 2015 and 2014, respectively. Mr. Gans is also the majority owner (92.165%) of Scores Atlantic City, which accounted for 13% of our royalty revenues for the first three months of 2015, royalties did not commence until April 2014.

F-9

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 6. Settlement/Note Receivables

On September 26, 2011, the Company, Richard Goldring and Elliot Osher (Goldring and Osher were formerly two of the Company’s principal shareholders) (collectively the “Defendants”) and Sari Diaz et al. (the “Plaintiffs”) entered into a Court approved Joint Stipulation of Settlement and Release (the “Settlement Agreement”) relating to a purported class action and collective action on behalf of all tipped employees filed by Plaintiffs, pursuant to which Defendants agreed to make a settlement payment of $450,000 to resolve and settle awards to Plaintiffs and related Plaintiffs’ attorneys’ fees. Additionally, the Defendants agreed to pay the employer portion of payroll taxes on approximately $300,000 in distributions, approximately $15,600.

In a settlement payment agreement among the Company, Goldring and Osher, the Company agreed to advance all of the Defendants’ obligations under the Settlement Agreement and to pay $64,500 of Goldring’s and Osher’s legal fees to their designated attorney. In consideration for the Company’s payment of these obligations, Goldring and Osher agreed, jointly and severally, to pay the Company $440,000 plus interest at the rate of 5% per annum on the unpaid balance of such amount, in 40 equal monthly payments of $11,965 per month. To secure his obligations under this agreement, Goldring agreed to assign to the Company a portion of his interests in a promissory note dated September 14, 2009 in the principal amount of $2,400,000 made by a third party to Goldring (the “Note”) and to grant the Company a security interest in the Note, which will remain in effect until his obligations under this settlement payment agreement are paid in full. As of March 31, 2015 and December 31, 2014 the settlement receivable balance is $0 and $23,781, respectively.

On December 29, 2011 the Company entered into a Promissory Note with Goldring for $30,000 plus interest at the rate of 5% per annum on the unpaid balance. To secure his obligations under this agreement, Goldring agreed to assign to the Company a portion of his interests in a promissory note dated September 14, 2009 in the principal amount of $2,400,000 made by a third party to Goldring (the “Note”) and to grant the Company a security interest in the Note, which will remain in effect until his obligations under this settlement payment agreement are paid in full. Three payments of $11,965 are due beginning March 2015. As of March 31, 2015 and December 31, 2014, this promissory note balance is $23,317 and $34,844, respectively.

Note 7. Settlement/Note Payable

As discussed in Note 6 regarding the settlement receivable it should be noted that Mr. Gans (the Company’s Chief Executive Officer and majority stockholder) advanced $560,151 to settle the Sari Diaz et. al. litigation and fund the $30,000 loan to Mr. Goldring. As of March 31, 2015 and December 31, 2014, $4,903 and $28,654 is outstanding, respectively.

F-10

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 8. Commitments and Contingencies

The Company records $2,500 a month as rent, overhead, and services due to Metropolitan Lumber Hardware Building Supplies, Inc. for services rendered by the management of the Company. Mr. Gans is the sole owner of Metropolitan Lumber Hardware Building Supplies, Inc. A discretionary $90,000 cash bonus has been rendered to Metropolitan Lumber Hardware Building Supplies, Inc. through the management services agreement.

The Company currently leases office space from the Westside Realty of New York which is owned and operated by Robert Gans our majority shareholder, for $2,500 a month.

On June 14, 2011, Christina Maldonado, a former front door receptionist/coat checker at Scores New York, located in New York NY filed a civil lawsuit against the Company and IMO alleging violations of Title VII of the Civil Rights Act, New York State Human Rights Law, New York Executive Law, New York City Human Rights Law and the New York City Administrative Code, based on allegations of sexual discrimination and sexual harassment. The lawsuit further alleged that both the Company and IMO were her employers. The lawsuit sought unspecified damages for alleged loss of past and future earnings and emotional distress and humiliation. The Company disputed that that it was an employer of the plaintiff and categorically denied all allegations of sexual discrimination and sexual harassment. The Company responded to the complaint and later filed an amended complaint and asserted a cross claim against IMO. The parties settled the litigation with no liability on the part of the Company, and a stipulation of discontinuance was filed on April 22, 2015.

On June 14, 2013, Elizabeth Shiflett, a former cocktail waitress, filed a civil lawsuit against the Company in the S.D.N.Y. alleging violations of Title VII of the Civil Rights Act of 1964 (“Title VII”), as amended, the New York State Human Rights Law (“NYSHRL”) and the New York City Human Rights Law (“NYCHRL”) based upon allegations of sexual discrimination, creating a hostile work environment based upon plaintiff’s sex and race and unlawful retaliation against plaintiff. The lawsuit further alleges that at all material times the Company was the employer of the plaintiff. The lawsuit had been preceded by a Determination of the U.S. Equal Employment Opportunity Commission (the “EEOC”) on January 25, 2013 that there was reasonable cause to believe that the Company had violated Title VII as a result of the complained-of conduct. The lawsuit seeks a declaratory judgment that the practices complained of violated Title VII, the NYSHRL and the NYCHRL, an injunction enjoining the Company from engaging in future unlawful acts of discrimination, harassment and retaliation, unspecified compensatory damages for plaintiff’s alleged loss of past and future earnings, emotional distress, humiliation and loss of reputation, punitive damages as a result of the Company’s alleged disregard of plaintiff’s protected civil rights, and attorneys’ fees and costs. The Company disputes that it was an employer of the plaintiff and categorically denies all allegations of sexual discrimination, sexual and racial harassment and retaliation. In an order dated April 10, 2014, the Court dismissed all federal claims. In May 2014, Ms. Shiflett filed an appeal. On February 19, 2015 the United States Court of Appeals Second Circuit, upheld the order from April 2014 and all federal claims have been dismissed.

F-11

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

On or about March 7, 2014, Kiana Love, a former entertainer and masseuse at The Penthouse Executive Club and Scores New York, both located in New York, NY, filed a civil lawsuit in the SDNY against us, The Executive Club, LLC, Go West Entertainment, Inc., Scores Entertainment, Inc., Entertainment Management Services, Inc., 333 East 60th Street., Inc., I.M. Operating, LLC, Richard Goldring, Elliot Osher, Robert Gans and Mark Yackow (collectively “Defendants”), alleging, for the time during which she performed as a masseuse, violations of the state and federal wage and hour laws, including the New York Labor Law and Fair Labor Standards Act, based upon allegations of failure to pay minimum wage, uniform related expenses, and allegations of improper wage deductions and tip misappropriation as well as record keeping violations. The lawsuit further alleged that at all material times Defendants were employers of Ms. Love, the plaintiff, while she performed massage services at Scores New York as well as The Penthouse Executive Club. The lawsuit sought unspecified compensatory damages for plaintiff’s alleged loss of past wages and reimbursement of allegedly unlawful deductions. Without any party admitting liability, the parties settled the referenced litigation for approximately $21,403.65. The settlement was approved by the Court on April 13, 2015 and the case has been marked closed.

On February 13, 2015 we, together with our subsidiary SLC, filed an action against Southeast Show Clubs, LLC and Michael Tomkovich in the Supreme Court of the State of New York for the County of New York. Defendants had utilized the “Scores” name and trademark in connection with their ownership and operation of adult entertainment clubs in Jacksonville and Palm Beach, Florida and in Savannah, Georgia. In this action we sought damages for breach of contract in the amount of $900,000 plus interest, damages due to defamation and tortious interference in connection with the use of the “Scores” trademark in the amount of $500,000, issuance of a permanent injunction prohibiting defendants from using the “Scores” name and trademark with respect to the adult entertainment clubs they operate in Jacksonville and Palm Beach, Florida and Savannah, Georgia and all websites controlled by defendants, and an accounting by defendants of all merchandise items sold by them containing the “Scores” trademark. As of April 17, 2015 the parties settled this matter. Pursuant to the settlement, defendants agreed to pay us $150,000, payable in 13 installments. The first installment of $50,000 was paid upon finalization of the settlement, with 12 subsequent monthly payments of $8,333.33 commencing on May 1, 2015. The defendants also executed consents to the entry of a permanent injunction against them prohibiting their continued use of the name and trademark “Scores” at their clubs if either or both of the defendants default in their obligations under the settlement. In connection with the settlement, the parties entered into an amendment of the July 18, 2013 License Agreement between them. The amendment, among other things, (i) removes the Palm Beach club from the license agreement, (ii) provides that the license agreement shall only apply to the Jacksonville and Savannah nightclubs, (iii) requires the licensees to pay us a fixed royalty of $5,000 per month for each club, commencing May 1, 2015, and (iv) requires that the Savannah nightclub and any related websites utilize the name “Scores Presents.”

F-12

SCORES HOLDING COMPANY and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

On February 19, 2015 we, together with our subsidiary SLC, filed an action against Norm A Properties LLC in the Supreme Court of the State of New York for the County of New York. Defendant utilizes the “Scores” name and trademark in connection with its ownership and operation of and adult entertainment club in Detroit, Michigan. In this action we sought damages for breach of contract in the amount of $110,000 plus interest, and the issuance of a permanent injunction prohibiting defendant from using the “Scores” name and trademark with respect to the Detroit club and all websites controlled by defendant. To date defendant has not filed its answer to our complaint.

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

Note 9. Subsequent Events

On April 20, 2015, we (through our subsidiary Scores Licensing Corp.) entered into a trademark license agreement with High Five Management Inc., granting it an exclusive, non-transferable license for the use of certain Scores Presents trademarks in its night club/restaurant in Greenville, South Carolina. The license is for a term of five years, with five successive five year renewal terms. Upon the club becoming fully operational, we will receive royalty payments of $1,250 per week. Pursuant to the agreement, SLC also granted the licensee a non-exclusive, non-transferable license to sell certain licensed products bearing our trademarks.

On May 5, 2015, we entered into an amendment, effective as of January 1, 2015, to our management services agreement with Metropolitan Lumber, Hardware and Building Supplies, Inc. 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 thereof) of the Company; and (ii) the Company’s performance throughout such fiscal year (or portion thereof). 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 thereof).

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

F-13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Scores Holding Company, Inc. (“Scores,” the “Company,” “we,” “us” or “our”) was incorporated in Utah on September 21, 1981 under the name Adonis Energy, Inc. We adopted our current name in July 2002. Since 2003, we have been in the business of licensing the “Scores” trademarks and other intellectual property to fine gentlemen’s nightclubs with adult entertainment in the United States. There are thirteen such clubs currently operating under the Scores name, in New York City, Atlantic City, Baltimore, Chicago, Tampa, New Orleans, Savannah, Jacksonville, Houston, Harvey, LA and Gary, IN. The Detroit and Moorseville Clubs are operating but are in default and breach of contract. A newly-licensed club in Greenville, South Carolina is not yet operating.

On January 27, 2009, Mitchell’s East LLC, wholly owned by Robert M. Gans, acquired a majority interest in our outstanding capital stock. I.M. Operating LLC (“IMO”), which is partially owned by Robert M. Gans who is also our majority shareholder, has signed a licensing agreement with us and commenced operations in New York of a new club (the “New York Club”) under the Scores name in May 2009. Throughout this report, we refer to the New York Club as our affiliate, because of the common ownership by Mr. Gans. All other clubs are referred to as non-affiliated clubs or as licensees, a term that may include the New York Club when the context requires.

On August 6, 2010, we appointed Robert M. Gans as our President and Chief Executive Officer and as a member of our Board. Robert 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.

Results of Operations

Three Months Ended March 31, 2015 (“the 2015 three-month period”) Compared to Three Months Ended March 31, 2014 (“the 2014 three-month period”).

Revenues:

Revenues increased to $221,988 for the 2015 three-month period from $204,353 for the 2014 three-month period.

Revenues from the New York Club decreased forty-eight percent (48%) to $17,270 as compared to $33,476 for the 2015 and 2014 three-month periods, respectively. Revenues from our Chicago nightclub increased fourteen percent (14%) to $33,897 for the 2015 three-month period from $29,825 from the 2014 three-month period, while revenues from our Baltimore club decreased four percent (4%) to $34,176 for the 2015 three-month period from $35,697 for the 2014 three-month period and revenues from our New Orleans club remained the same at $30,000 for the 2015 and 2014 three-month period. Revenue from our Tampa club remained the same at $30,000 for the 2015 and 2014 three-month period. Revenue from our Scoreslive.com licensee decreased seventy-six percent (76%) to $3,646 for the 2015 three-month period from $15,355 for the 2014 three-month period. Revenues from our Atlantic City nightclub licensee increased one hundred percent (100%) to $30,000 as royalties commenced in April 2014. Revenues from our Houston Club increased one hundred percent (100%) to $22,000 as royalties commenced in the fourth quarter of 2014. Revenues from our Harvey Club increased one hundred percent (100%) to $15,000 as royalties commenced in the fourth quarter 2014. Revenues from our NorthWest Gary Indiana Club increased one hundred percent (100%) to $6,000, as royalties commenced in the first quarter of 2015. Since our licenses are mostly structured such that we receive a percentage of revenues from our licensees, the foregoing increase or decreases are a direct result of revenues at the licensee level.

General and Administrative Expenses:

General and administrative expenses increased during the 2015 three-month period to $191,626 from $116,789 during the 2014 three-month period. General and administrative expenses increased approximately by $74,837 from 2015 to 2014, which can be attributed mainly to the increase in a discretionary bonus to management services of $90,000 through the management services agreement along with the decrease in legal fees. Legal expenses attributable to ongoing litigation amounted to $14,405 for the three-month period ended March 31, 2015 and $41,716 for the three-month period ended March 31, 2014.

Provision for Income Taxes

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

Net Income:

Our net income was $30,205 or $.000 per share for the 2015 three-month period compared to net income of $150,950 or $0.001 per share for the 2014 three-month period. The decrease in net income for the 2015 three-month period from the 2014 three-month period was in part a result of the settlement of a lawsuit in our favor in March 2014 and an increase in related party management services for the 2015 three month period.

Net income per share data for both the 2015 three-month period and the 2014 three-month period is based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding.

Liquidity and Capital Resources

Cash:

At March 31, 2015, we had $176,074 in cash and cash equivalents compared to $127,253 in cash and cash equivalents at December 31, 2014.

Operating Activities:

Net cash provided by operating activities for the three months ended March 31, 2015 was $33,791 and net cash provided by operating activities for the three months ended March 31, 2014 was $80,291. The decrease in cash provided by operating activities is related to the settlement we received in March 2014.

Financing Activities:

As of March 31, 2015, we owed $7,500 in rent to our Westside Realty of New York, Inc. affiliate and $7,500 to our Metropolitan Lumber Hardware and Building Supplies, Inc. affiliate.

Future Capital Requirements:

We have incurred 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 March 31, 2015 we had an accumulated deficit of $(5,877,794). As of March 31, 2015, we had total current assets of $516,970 and total current liabilities of $171,461 or working capital of $345,509. As of December 31, 2014, we had total current assets of $521,556 and total current liabilities of $206,252 or working capital of $315,304. The increase in the amount of working capital has been primarily attributable to the decrease in our related party payable.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer), as of the end of the period covered by this report, our CEO and Chief Financial Officer have concluded that our disclosure of controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - Other Information

Item 1. Legal Proceedings.

On June 14, 2013, Elizabeth Shiflett, a former cocktail waitress, filed a civil lawsuit against us in the S.D.N.Y. alleging violations of Title VII of the Civil Rights Act of 1964 (“Title VII”), as amended, the New York State Human Rights Law (“NYSHRL”) and the New York City Human Rights Law (“NYCHRL”) based upon allegations of sexual discrimination, creating a hostile work environment based upon plaintiff’s sex and race and unlawful retaliation against plaintiff. The lawsuit further alleges that at all material times we were the employer of the plaintiff. The lawsuit had been preceded by a Determination of the U.S. Equal Employment Opportunity Commission (the “EEOC”) on January 25, 2013 that there was reasonable cause to believe that we had violated Title VII as a result of the complained-of conduct. The lawsuit seeks a declaratory judgment that the practices complained of violated Title VII, the NYSHRL and the NYCHRL, an injunction enjoining us from engaging in future unlawful acts of discrimination, harassment and retaliation, unspecified compensatory damages for plaintiff’s alleged loss of past and future earnings, emotional distress, humiliation and loss of reputation, punitive damages as a result of our alleged disregard of plaintiff’s protected civil rights, and attorneys’ fees and costs. We dispute that we were an employer of the plaintiff and categorically deny all allegations of sexual discrimination, sexual and racial harassment and retaliation. In an order dated April 10, 2014, the Court dismissed all federal claims. In May, 2014, Ms. Shiflett filed an appeal. On February 19, 2015, the United States Court of Appeals for the Second Circuit upheld the order from April 2014 and all federal claims have been dismissed.

On June 14, 2011, Christina Maldonado, a former front door receptionist/coat checker at Scores New York, located in New York, NY filed a civil lawsuit in Supreme Court of the State of New York (the “SCNY”) against us and IMO alleging violations of Title VII of the Civil Rights Act, NYSHRL, New York Executive Law, NYCHRL and the New York City Administrative Code, based on allegations of sexual discrimination and sexual harassment. The lawsuit further alleged that both we and IMO were her employers. The lawsuit sought unspecified damages for alleged loss of past and future earnings and emotional distress and humiliation. We disputed that that we were an employer of the plaintiff and categorically denied all allegations of sexual discrimination and sexual harassment. We responded to the complaint and later filed an amended complaint and asserted a cross claim against IMO. The parties settled the litigation with no liability on our part, and a stipulation of discontinuance was filed on April 22, 2015.

On February 13, 2015 we, together with our subsidiary SLC, filed an action against Southeast Show Clubs, LLC and Michael Tomkovich in the SCNY. Defendants had utilized the “Scores” name and trademark in connection with their ownership and operation of adult entertainment clubs in Jacksonville and Palm Beach, Florida and in Savannah, Georgia. In this action we sought damages for breach of contract in the amount of $900,000 plus interest, damages due to defamation and tortious interference in connection with the use of the “Scores” trademark in the amount of $500,000, issuance of a permanent injunction prohibiting defendants from using the “Scores” name and trademark with respect to the adult entertainment clubs they operate in Jacksonville and Palm Beach, Florida and Savannah, Georgia and all websites controlled by defendants, and an accounting by defendants of all merchandise items sold by them containing the “Scores” trademark. As of April 17, 2015 the parties settled this matter. Pursuant to the settlement, defendants agreed to pay us $150,000, payable in 13 installments. The first installment of $50,000 was paid upon finalization of the settlement, with 12 subsequent monthly payments of $8,333.33 commencing on May 1, 2015. The defendants also executed consents to the entry of a permanent injunction against them prohibiting their continued use of the name and trademark “Scores” at their clubs if either or both of the defendants default in their obligations under the settlement. In connection with the settlement, the parties entered into an amendment of the July 18, 2013 License Agreement between them. The amendment, among other things, (i) removes the Palm Beach club from the license agreement, (ii) provides that the license agreement shall only apply to the Jacksonville and Savannah nightclubs, (iii) requires the licensees to pay us a fixed royalty of $5,000 per month for each club, commencing May 1, 2015, and (iv) requires that the Savannah nightclub and any related websites utilize the name “Scores Presents.”

On February 19, 2015 we, together with our subsidiary SLC, filed an action against Norm A Properties LLC in the SCNY. Defendant utilizes the “Scores” name and trademark in connection with its ownership and operation of an adult entertainment club in Detroit, Michigan. In this action we sought damages for breach of contract in the amount of $110,000 plus interest, and the issuance of a permanent injunction prohibiting defendant from using the “Scores” name and trademark with respect to the Detroit club and all websites controlled by defendant. To date defendant has not filed its answer to our complaint.

There are no other material legal proceedings pending to which we or any of our property are subject, nor to our knowledge are any such proceedings threatened.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5. Other Information.

Item 6. Exhibits.

Exhibit No.		Description
10.1		*License Agreement, dated July 18, 2013, by and between Scores Holding Company, Inc. and Southeast Show Clubs, Inc.

10.2		*First Amendment, dated April 17, 2015, to License Agreement, dated July 18, 2013, by and between Scores Holding Company, Inc. and Southeast Show Clubs, Inc. and Michael Tomkovich.

10.3		*Scores Presents Trademark License Agreement, dated April 20, 2015, by and between Scores Licensing Corp. and High Five Management Inc.

10.4		*Amendment, dated May 5, 2015, to Management Services Agreement, effective January 1, 2013, between Scores Holding Company, Inc. and Metropolitan Lumber, Hardware and Building Supplies, Inc.

31.1		*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
31.2		*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
32.1		*Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
32.2		*Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
101.INS		*XBRL Instance Document
101.SCH		*XBRL Taxonomy Schema Document
101.CAL		*XBRL Taxonomy Calculation Linkbase Document
101.DEF		*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		*Taxonomy Extension Label Linkbase Document
101.PRE		*XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

SIGNATURES

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

	SCORES HOLDING COMPANY, INC.

Date: May 12, 2015	By:	/s/ Robert M. Gans
		Robert M. Gans
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 12, 2015	By:	/s/ Howard Rosenbluth
		Howard Rosenbluth
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.1

Exhibit 10.2

FIRST AMENDMENT TO LICENSE AGREEMENT

DATED JULY 18, 2013 BY AND BETWEEN

SCORES HOLDING COMPANY, INC. (“Licensor”) and

SOUTHEAST SHOW CLUBS, LLC and MICHAEL TOMKOVICH (“Licensees”)

Notwithstanding any provisions contained in the original license agreement between the parties, said parties hereby agree that said original license agreement is amended as follows:

It is agreed that the principal office address for both licensees is 320 General Doolittle Drive, Jacksonville, FL 32225. All notices to be sent to the licensees shall be mailed to the aforesaid address, unless and until Licensees shall send to Licensor written notice be certified mail, return receipt requested, of a change in their principal office and mailing address.

The parties further agree that as of the date of this amendment all references to the Palm Beach, Florida nightclub operated by the licensees and any provisions contained in paragraph 2 of the original license agreement entitled “Royalties and Other Payments” which would originally have applied to the aforesaid Palm Beach nightclub are hereby deleted and shall be void and of no effect with respect to the aforesaid nightclub.

As of the date of this amendment the license agreement shall only apply to the nightclubs owned and operated by the defendants in Jacksonville, Florida and Savannah Georgia.

Paragraph 2(a) of the original license agreement is hereby deleted and replaced by the following provision:

“2. ROYALTIES and OTHER PAYMENTS:

(a) Amount. Licensees agree to pay Licensor a fixed royalty payment of $5,000.00 per month for each club covered under this license agreement commencing on May 1, 2015.

As of the date of this amendment the Savannah, Georgia nightclub operated by Licensees and any websites operated for said nightclub shall utilize the name “SCORES PRESENTS”.

Paragraph 15 of the license agreement is hereby amended by adding the following provisions:

“All notices to be sent to the Licensees shall be mailed to their principal office address at 320 General Doolittle Drive, Jacksonville, Florida 32225.”

“Any invoice or written communication mailed to either party at the address for said party set forth in this paragraph or at any changed address, if properly communicated by written notice to the other party, shall be deemed to have been received by the party to which it was addressed if the item is returned by the U.S. Post Office or overnight delivery company to the mailing party marked either “ADDRESSEE UNKNOWN”, “REFUSED” or “UNCLAIMED”.”

Paragraph 16 of the license agreement is deleted and replaced by the following provision:

“16. Controlling Law:

This agreement and any amendments to this agreement shall be construed in accordance with the laws of the State of New York.”

In the event that any provisions contained in this amendment shall conflict with any provisions contained in the original licensing agreement between the parties; then, in that event, the provisions contained in this amendment shall take precedence.

That this agreement is the entire amendment between the parties. That the parties hereby adopt, reiterate and reaffirm the terms of their original license agreement dated July 18, 2013 in all respects, excluding the changes agreed to in this amendment.

Dated: April 17, 2015

		SCORES HOLDING COMPANY, INC.

	By:	/s/ Howard Rosenbluth
		Howard Rosenbluth, Treasurer

		SOUTHEAST SHOW CLUBS, LLC

	By:	/s/ Michael Tomkovich
		Michael Tomkovich, Managing Member

		/s/ Michael Tomkovich
		Michael Tomkovich (individually)

Exhibit 10.3

SCORES PRESENTS TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this 20^th day of April 2015 (the “Effective Date”) by and between SCORES LICENSING CORP., a Delaware corporation, with its principal office at 617 11^th Avenue, New York, NY 10036 (“SLC”) and HIGH FIVE MANAGEMENT INC., a South Carolina corporation with its principal office at 450 Airport Rd, Greenville, SC 29607 (“Licensee”).

WITNESSETH:

WHEREAS, SLC is the authorized licensee of the SCORES PRESENTS trademarks listed on Schedule A hereto, which may be amended from time to time by SLC in its sole discretion, by providing Licensee with written notice of such changes (collectively, the ”SCORES PRESENTS Trademarks”);

WHEREAS, Licensee is the owner and operator of an adult entertainment night club/restaurant to be located at 450 Airport Rd, Greenville, SC 29607 (the “Location”) which will be open to the public and fully operational as SCORES PRESENTS THE TROPHY CLUB no later than 120 days from the Effective Date (the “Business”);

WHEREAS, Licensee wishes to operate the Business under the name “SCORES PRESENTS” and to otherwise brand the Business with the SCORES PRESENTS Trademarks, and to offer and sell various related licensed products at the Location under the SCORES PRESENTS Trademarks; and

WHEREAS, SLC which to license the SCORES PRESENTS Trademarks to Licensee for use in connection with the Business pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the promises, covenants, and agreements contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, SLC and Licensee (the “Parties”) agree as follow:

LICENSE GRANT

(a)

Business. Subject to the terms and conditions of this Agreement, SLC hereby grants to Licensee, and Licensee hereby accepts, an exclusive, non-transferable, non-sublicenseable sublicense during the Term of the Agreement, as specified in Section 15 below, to use the SCORES PRESENTS Trademarks at the Location (the “Territory”) solely to promote, market and otherwise brand the Business (the “Club License”).

[1]

(b)

Licensed Products. Subject to the terms and conditions of this Agreement, SLC hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable sublicense during the Term to use the SCORES PRESENTS Trademarks solely on or in association with the offering for sale and sale of licensed products as identified on Schedule A, which may be amended from time to time by SLC in its sole discretion, by providing Licensee with written notice of such changes (collectively, the “Licensed Products”) at the Location only (the “Merchandise License”). The Merchandise License does not grant to Licensee the right to produce, manufacture or have manufactured the Licensed Products. Nothing in the Merchandise License restricts SLC of its licensees from offering for sale of selling Licensed Products in or outside of the Territory. The Club License and the Merchandise License shall hereinafter be referred to collectively as the “Licenses”. The Licenses are granted subject to any previous licenses granted by SLC or SLC’s parent or affiliated prior to the Effective Date.

(c)

License Restrictions. All rights in and to the SCORES PRESENTS Trademarks not expressly licensed to Licensee pursuant to the Licenses herein are expressly reserved by and for SLC and SCORES PRESENTS Holding Company, Inc., which has licensed the SCORES PRESENTS Trademarks to SLC and which is the owner of the SCORES PRESENTS Trademarks (the “Owner”). At no time shall Licensee use or otherwise exploit any of the SCORES PRESENTS Trademarks except as expressly provided in this Agreement. Without limiting the generality of the foregoing, SLC expressly reserves the right to sell, or enter into license agreements with other parties to sell, merchandise directly to any retail consumer by means of the Internet or other means of e-commerce or by catalog, direct mail, of by other similar means. Retail sales include retail sales in any authorized store.

ROYALTIES AND OTHER PARMENTS

(a)

Royalty Amount. Licensee shall pay SLC a fixed fee of One Thousand Two Hundred Fifty Dollars ($1,250.00) per week beginning on the date the business is fully operational as SCORES PRESENTS The Trophy Club of the Carolinas.

[2]

(b)

Licensed Product Royalties. Licensee will purchase all re-sellable Licensed Products from SLC, of SLC’s authorized affiliate. Licensee shall pay for all such Licensed Products on a cost plus five percent (5%) markup basis, unless otherwise agreed (the “Licensed Product Royalties”). For the avoidance of doubt, this Agreement does not grant Licensee the right to produce, manufacture or have manufactured Licensed Products for resale and any such production of Licensed Products shall constitute an infringement of SLC’s and/or Owner’s intellectual property rights.

OPERATIONS

(a)

Licensee, at its sole cost and expense, shall operate and maintain the Business at the Location under the authority of this Agreement as prescribed herein and as permitted by federal, state and local laws, rules, regulations or orders.

(b)

Licensee, at its sole cost and expense, shall provide any lighting music, music programming, sound equipment, or any other equipment and facilities necessary for the proper operation of the Business at the Location.

(c)

Licensee warrants that all food, beverages and merchandise shall be pure and of good quality. Licensee shall maintain adequate inventory control to ensure a constant supply of food, beverages and merchandise. Licensee shall operate any restaurant, bar or the facility that dispenses food or beverage in such manner as to maintain the highest health inspection rating.

(d)

Licensee shall personally conduct operations under this Agreement and utilize an employee operations manager satisfactory to SLC. The designated manager much by available by telephone during all hours of operation. Licensee shall notify SLC in writing of the name(s) of the designated manager(s) as soon as such person(s) begin their employment with Licensee. Licensee shall promptly notify SLC of any changes to who the designated managers are and any changes in their contact phone number.

APPROVALS

In order to preserve the value, goodwill and reputation of the SCORES PRESENTS Trademarks, Licensee and SLC shall consult with each other during the Term hereof with regard to any marketing, advertising or promotional activities pursuant to the Business and SLC will have the right to pre-approve in writing, (in its sole discretion), all advertisements, promotional, marketing and other similar materials, including by not limited to, the images and format of the other similar materials, including but not limited to, the images and format of the Diamond Dollars ™ and the images of the SCORES PRESENTS Trademarks for the Business (collectively, the “Promotional Materials”) in order to ensure consistent quality of same and adherence to any brand or marketing guidelines provided by SLC. Prior to using any Promotional Materials, Licensee shall send copies of all proposed Promotional Materials to SLC for SLC and/or Owner’s review. SLC agrees to use commercially reasonable efforts to inform the Licensee of the decision regarding any approvals within ten (10) days of receiving Promotional Materials for approval, provided however, that SLC’s failure to provide such approvals during such 10-day period shall not be deemed to constitute approval. All Promotional Materials shall be deemed “works made for hire,” pursuant to the Copyright Act of 1976, as amended, and all rights in and to the copyrights to such Promotional Materials shall be owned by Owner.

[3]

COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS

Licensee shall comply with all applicable laws, codes, regulations, orders and safety standards regarding the operation of the Business and the use of the SCORES PRESENTS Trademarks herein. SLC’s approval of Promotion Materials pursuant to Section 4 above in no way affects, alters, diminishes or waives Licensee’s obligations hereunder or Licensee’s obligations to indemnify SLC as set forth below.

INTELLECTUAL PROPERTY RIGHTS

(a)

Ownership Rights. All right, title and interest in and to the SCORES PRESENTS Trademarks are related intellectual property are owned exclusively by the Owner. All uses by Licensee of the SCORES PRESENTS Trademarks under the License shall inure to the benefit of the Owner. In no event shall the granting of the Licenses set forth herein be deemed to convey or transfer to Licensee any ownership rights in or to any of the SCORES PRESENTS Trademarks. Licensee acknowledges that the SCORES PRESENTS Trademarks have acquired secondary meaning.

(b)

Notices. Licensee shall include all appropriate legal notices as required by SLC with respect to all promotional, packaging and advertising material.

(c)

No Challenge. Licensee acknowledges the exclusive ownership of all intellectual property rights in and to the SCORES PRESENTS Trademarks by Owner and will not take any action to interfere with or challenge said ownership, including but not limited to registering or attempting to register the same of similar marks or properties anywhere in the world, or commencing or participating in any cancellation or opposition proceedings or other litigations.

[4]

(d)

Protection. Licensee shall execute all documents and take all reasonable actions as SLC shall reasonably request to procure, preserve, confirm evidence, establish, register, enforce and protect the rights of Owner in the SCORES PRESENTS Trademarks. Owner has the right, but not the obligation, to obtain at tis own cost, appropriate statutory protection for the SCORES PRESENTS Trademarks, for any related intellectual property and/or for any advertising, promotional or packaging materials for the Licensed Products.

(e)

Infringements. Licensee agrees to give SLC prompt notification of any third-party actions that would constitute an infringement of the rights granted to it by this Agreement. SLC or the Owner of the SCORES PRESENTS Trademarks shall have the exclusive right to prosecute, at their own discretion, infringement actions against any third-party infringers, and nay recoveries obtained therein shall belong exclusively to SLC or the Owner of the SCORES PRESENTS Trademarks. Licensee shall, at SLC’s expense, cooperate in all respects with the prosecution of said suits, including but not limited to being named as a party in any such suit, producing documents, appearing as witnesses, etc.

(f)

Unauthorized Use of SCORES PRESENTS Trademarks. SLC and/or Owner shall have the right to bring any action or proceeding deemed necessary by SLC and/or Owner against Licensee for Licensee’s unauthorized use of the SCORES PRESENTS Trademarks or for any breach by Licensee of any of the provisions in this Agreement regarding Licensee’s use of the SCORES PRESENTS Trademarks. SLC and/or Owner shall have the right to obtain immediate injunctive relief against Licensee in addition to any other remedies available to SLC and/or Owner.

(g)

Branding Guidelines. Licensee shall comply with all brand and/or marketing guidelines that SLC may provide to Licensee regarding use of the SCORES PRESENTS Trademarks. SLC shall have the right to terminate this Agreement for Licensee’s failure to cure any misuse of the SCORES PRESENTS Trademarks or other noncompliance of the brand and/or marketing guidelines.

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(h)

Reversion of Rights. Upon termination of expiration of this Agreement all rights granted to Licensee under the Licenses and with respect to the SCORES PRESENTS Trademarks shall immediately revert to SLC and/or Owner, and Licensee agrees to immediately return to SLC all original artwork, models, samples, prototypes, renderings and drawing incorporating the SCORES PRESENTS Trademarks and to cease all uses of the SCORES PRESENTS Trademarks. All use by Licensee of the intellectual property rights of the SCORES PRESENTS Trademarks shall inure to the sole benefit of Owner. Licensee shall execute any and all documents necessary to confirm said reversions of rights and herby appoints SLC as its attorney –in-fact for the sole and limited purpose of executing any such documents in the event Licensee is unwilling or unable to do so unless Licensee is relying upon the specific warranties set forth below.

(i)

Owner is a third-party beneficiary of the provisions in this Section 6 and can enforce them.

REPRESENTATIONS AND WARRANTIES OF LICENSEE

(a)

Licensee represents and warrants that Licensee:

(i) shall commence operation of the Business at the Location with 120 days of the execution of this Agreement and within that time obtain all permits, approvals, and consents, including, but not limited to liquor license and zoning and use permits in order that the Licensee may lawfully operate the Business at the Location as an adult entertainment night club in that manner contemplated herein;

(ii) shall render all services of quality equal of other Licensees of the SCORES PRESENTS Trademarks;

(iii) shall maintain facilities and trained personnel sufficient to perform its obligations under this Agreement.

(iv) shall maintain a commercially reasonable inventory of merchandise bearing the SCORES PRESENTS Trademarks;

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(v) shall not promote or advertise during the Term of this Agreement, any services or items that are comparable and competitive with SLC and which bear the name or are associated with the name, of businesses that SLC deems to be directly competitive with SLC without SLC’s prior written consent or any other business which renders adult entertainment services, including but not limited to gentlemen’s clubs, whether live or online;

(vi) shall not produce, distribute or sell any other products which are substantially similar in design to the Merchandise, and shall not “knock off” the Merchandise (which shall be determined by using a standard that is broader than that for determining whether a copyright has been infringed); and

(vii) shall not take any action which creates any lien upon, mortgage or otherwise encumber the Licensee’s interest in this Agreement without the express prior written consent of SLC, which consent may be withheld in SLC’s ole and absolute discretion.

(b)

Licensee hereby represents and warrants that Licensee has the right, power and authority to enter into this Agreement and receive the rights and license granted hereby and that all Promotional Materials used by Licensee in connection with this Agreement will not infringe any copyright, trademark, trade dress or other intellectual property of any third party.

COOPERATION AND LICENSING MEETINGS

(a)

Cooperation. Licensee agrees to fully cooperate with and provide SLC with advice and/or suggestions with respect to the rendering of services or sale of merchandise.

(b)

Licensing Meeting. Licensee agrees to attend or cause its representative to attend, at Licensee’s expense, Licensee meeting held by SLC at such locations as SLC may designate within the Territory of at SLC’s offices to organize and coordinate service, marketing and advertising strategies designed to promote the success of the SCORES PRESENTS Trademarks.

(c)

Right to Inspect Location. SLC and/or its authorized representatives shall have the right at reasonable times without notice to inspect the Location and require that any violations of this Agreement be immediately cured.

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WARRANTIES/DISCLAIMERS OF SLC

(a)

SLC represents and warrants to Licensee that:

(i) Subject to any pre-existing licenses granted by the Owner of the SCORES PRESENTS Trademarks, SLC is the exclusive Licensee of the SCORES PRESENTS Trademarks and has the sole and exclusive rights to sublicense the same on the terms set forth herein;

(ii) SLC has full power and authority to enter into this Agreement;

(iii) To the best of SLC’s actual knowledge as the Effective Date, the granting of the Licenses hereunder or the subsequent commercial exploitation of the Licenses during the Term does not violate the registered U.S. trademark rights of any third party; and

(iv) To the vest of SLC’s actual knowledge as of the Effective Date, there are no liens, encumbrances, security interests, claims, actions, proceedings, or judgments regarding the SCORES PRESENTS Trademarks which would in any way impede, hinder, impair or interfere with the Licensee’s rights hereunder.

(b)

EXCEPT FOR THE EXPRESS WARRANTIES OF SLC IN THIS SECTION 9, SLC AND ITS PARENT, AFFILIATES AND SUBSIDIARIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SCORES PRESENTS TRADEMARKS AND OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.

INDEMNIFICATION

(a)

Indemnification of Licensee. SLC agrees to indemnify and hold harmless Licensee from and against any and all third-party claims arising from the breach by SLC, as determined by a final, non-appealable court order or judgment, of any of SLC’s express warranties, set forth in Section 9, provided that Licensee provides SLC with prompt written notice of such claim, and such indemnification shall constitute Licensee’s sole and exclusive remedy with respect to any such alleged breach of warranty. Any claims made against Licensee which would result in SLC becoming obligated to indemnify Licensee hereunder shall not permit Licensee to withhold any amount due SLC hereunder. Licensee shall not settle or comprise any such indemnified claim without prior written consent of SLC.

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(b)

Indemnification of SLC. Licensee agrees to indemnify, defend and hold harmless SLC and Owner, and their subsidiaries, affiliates and licensor(s), and their shareholders, officers, directors, agents and employees from and against any and all claim, action, loss, expense, damages, or judgment arising out of or related to any claims of personal injury, product liability, wrongful death, negligence, strict liability or similar action, employee or contractor-related claims or suits, entertainer-related claims or suits, supplier-related claims or suits, and all claims or suits arising from the breach by Licensee of any of its third-party contracts or obligations or warranties under this Agreement or the violations of any applicable law or safety standard by or on behalf of Licensee and/or its subsidiary, affiliated or controlled company (if any). Licensee shall maintain, at its sole cost and expense, premises liability, liquor liability, workman’s compensation (in the amount required by the State of New York or applicable jurisdiction of the Territory), plate glass insurance (as per Licensee’s lease), commercial liability coverage and other customary insurance. The premises, commercial, and liquor insurance policies carried by Licensee must provide AAA insurance coverage of at least $3,000,000 per occurrence, naming SLC and Owner as additional insures, and providing that such policy cannot be cancelled without thirty (30) days prior written notice to SLC. SLC may, at Licensee’s expense, retain counsel of its own choosing to defend said claims, and Licensee shall pay all fees and expenses of such counsel. All insurance shall be primary and not contributory. Licensee agrees to provide SLC with a copy of the insurance declarations and/or certificates within twenty (20) days following the Effective Date of this Agreement.

11.

TERMINATION

(a)

Termination for Default. In case either party fails to perform under or commits or allows to be committed a material breach of any of the terms and conditions of this Agreement, the other party may send written notice to the defaulting party, and such defaulting party shall then have the right to remedy such failure or default within ninety (90) days. If the default has not been cured within said ninety (90) days of notice to the defaulting party or is incapable of being cured, then the aggrieved party may terminate this Agreement immediately by a further notice in writing effective upon mailing. If SLC shall send notice of default to Licensee based on a failure to pay royalties, then Licensee shall cure such default within ninety (90) days of such notice.

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(b)

Ongoing Covenants. Any termination under this Section 111 will be without prejudice to the rights and remedies of either party with respect to any provisions or covenants arising out of breaches committed prior to such termination.

(c)

Insolvency; Bankruptcy. If a petition in bankruptcy is filed by or against Licensee, or Licensee becomes insolvent, or makes an assignment for the benefit of creditors, or any other arrangement pursuant to any bankruptcy law, or if Licensee discontinues its Business or if a receiver is appointed for it or its Business, to the fullest extent permitted by law at the time of the occurrence, the Licenses granted herein shall automatically terminate without any notice whatsoever being necessary. In the event this Agreement is so terminated, Licensee, its receivers, representatives, trustees, agents, administrators, successors, and/or assigns shall have not right to sell, use, exploit or in any way deal with or in the SCORES PRESENTS Trademarks or anything relating to it whatsoever except under the special consent and instructions of SLC in writing, in SLC’s sole discretion, which they shall be obliged to follow.

(d)

Cessation of Business. Upon the cessation of the Business by the Licensee for a period of great than thirty (30) days for any reason other than Force Majeure, this Agreement and the Licenses granted herein shall terminate automatically.

(e)

Sale or Transfer of Business. If Licensee seeks to sell its Business of the assets of stock of the Business or otherwise transfer control of the Business, Licensee shall give SLC at least sixty (60) days advance written notice. Upon such sale or transfer, all rights and obligations of the Parties relative to this Agreement shall cease and be of no further force or effect, and this Agreement and the Licenses granted herein shall be deemed terminated.

(f)

Termination for Convenience. Either SLC or High Five Management may terminate this Agreement upon ninety (90) days written notice to Licensee for any reason or no reason without further obligation, provided, however, that upon such termination, Licensee shall pay to SLC all of its accrued Business Fixed Fee Royalties and provide SLC with final Fixed Fee Royalties Report.

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(g)

Cessation of Use. If the Agreement should not renew, then upon termination or expiration of this Agreement for any reason, the Licenses granted herein shall automatically terminate and Licensee shall immediately cease and desist all uses of the SCORES PRESENTS Trademarks, and all rights under the Licenses shall automatically revert to SLC or Owner, as determined by SLC. In no event shall Licensee make any uses of the SCORES PRESENTS Trademarks beyond the Term of this Agreement.

(h)

Final Royalty Report. Within thirty (30) days after the expiration or termination of this Agreement, Licensee shall deliver to SLC any remaining Business Royalties due and owing and a final Royalty Report.

12.

REMEDIES

(a)

Relief in Equity Against Certain Default. In the event of a breach by Licensee of any of its obligations under this Agreement, Licensee acknowledges and agrees that, SLC will have no adequate remedies at law and that it will be irreparably damaged in the event that the provisions of this Agreement are not specifically enforced. Accordingly, Licensee agrees that (a) an action for specific performance of the obligations created by this Agreement shall be a proper remedy for such breach, or threatened breach, and (b) Licensee shall not assert as a defense or otherwise in such action an allegation or claim that would contravene the agreement set forth in this Section. Such equitable remedy shall, however, be cumulative not exhaustive and shall be in addition to any other remedies available to SLC for a breach or threatened breach of this Agreement, including the recovery of damages and legal fees.

(b)

Other Right. In addition to the right to termination pursuant to Section 11, SLC may take, upon any default by Licensee, whatever action it deems reasonably necessary to protect its rights and interests under this Agreement. The termination of this Agreement by SLC shall not be deemed an election of remedies by SLC any such termination shall be without prejudice to the rights or remedies which SLC might otherwise have against Licensee under law, in contract or in equity for breach of this Agreement.

(c)

Equitable Relief. Licensee acknowledges that its failure to cease use of the SCORES PRESENTS Trademarks at the termination or expiration of this Agreement, except as expressly provided herein, will result in immediate and irreparable damage to SLC and to the rights of any subsequent licensee. Licensee acknowledges and admits that there may be no adequate remedy at law for such failure and Licensee agrees that in the event of such failure SLC shall be entitled to seek equitable relief and any other and further relief as any court with jurisdiction may deem just and proper. In the even of equitable relief in favor of SLC pursuant to the terms of this Section, it is the intent of the Parties that no undertaking (whether in the form of cash or surety bond) shall be required of SLC except to the extent of a nominal amount, if any, is otherwise expressly required by statute.

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(d)

Attorneys’ Fees. In the event that either party to this Agreement shall commence or otherwise be made a party to any suit, action, arbitration or other proceeding to interpret this Agreement, or to determine or enforce any right or obligation created hereby, if SLC is the prevailing party, SLC shall recover its costs and expenses incurred in connection therewith, including reasonable attorney’s fees and costs of appeal, if any.

(e)

Liquidated Damages. Any termination of this Agreement resulting from a breach or default by Licensee shall not relieve Licensee for many obligations which it had prior to the date of termination or from the continuing obligation to pay any Royalties for the balance of the Term. Notwithstanding the foregoing, the Parties acknowledge that the breach by Licensee of the Agreement would cause substantial damages to SLC, including, but not limited to, loss of “presence” in the marketplace while a successor or replacement Licensee is located, and that the extent of such damages would be difficult and impractical to ascertain. Accordingly, and without prejudice to SLC’s rights and remedies or Licensee’s indemnification obligations, it is agreed that is SLC terminates this Agreement as a result of Licensee’s breach or default, then SLC shall be entitled to recover from Licensee, as liquidated damages (in lieu of any recovery for Business Royalties, but not in limitation of any other remedies which SLC may have as a result of such breach or default such as the right to injunctive relief, the right to recover past due Business Royalties up to the date of termination, and reasonable attorneys’ fees and costs of collection incurred by SLC and due as of the date of termination), a sum equal to six (6) times the monthly pro rata amount of such Business Royalties due on the date of termination, provided, however, that if there are fewer than six (6) months remaining on the Term, then the foregoing amount shall be computed based upon the number of month remaining.

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13.

CONDITIONS; CONFIDENTIALITY

This Agreement and Licensee’s rights hereunder are conditioned upon Licensee’s compliance with the terms hereof, including, without limitation, the following:

(a)

Permits and Consents. Licensee, at its own cost, obtaining all permits, approvals and consents including, but not limited to, a liquor license and zoning and use permits in order that the Licensee may lawfully operate the Business in the Territory and at the Location as an adult entertainment night club and bar in the manner contemplated herein.

(b)

Operation of Business. SLC acknowledges that, with the exception of the SCORES PRESENTS Trademarks, the Business is owned solely by Licensee and that, absent an uncured default by Licensee, SLC will not interfere with the Business or the operations thereof and that control of the Business remains solely with Licensee, subject to Licensee’s compliance with all the terms and conditions of the Agreement.

(c)

Confidentiality. Licensee shall maintain in strictest confidence all of the terms and conditions of this Agreement, as well as, any other information or materials of SLC which are of a confidential and/or proprietary nature (the “Confidential Information”). Licensee shall use the Confidential Information received from SLC solely to fulfill License’s obligations under this Agreement.

14.

TERM

Unless earlier terminated in accordance with Section 11 by either party, the term of this Agreement shall commence on the Effective Date and continue for an initial term of five (5) years, with five (5) successive five (5)-year renewals, which renewals will occur automatically (collectively, the “Term”).

15.

LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO LICENSEE’S INDEMNIFCATION OBLIGATIONS HEREUNDER AND/OR CLAIMS ARISING OUT OF LICENSEE’S GROSS NELIGENCE OR WILLFUL MISCONDUCT OR LICENSEE’S VIOLATION OF THE INTELLECTUAL PROPERTY, LCENSE OR CONFIDENTIALITY RESTRICTIONS CONTAINED HEREIN, IN NO EVEENT SHALL EITHER PARTY OR THEIR PARENTS (INCLUDING OWNER), AFFILIATES OR SUBSIDIARIES BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SLC’S OR OWNER’S LIABILITY TO LICENSEE ARISING OUT OF THIS AGREEMENT EXCEED, IN THE AGGREAGTE, THE AMOUNTS PAID BY LICENSEE TO SLC UNDER THIS AGREEMENT DURING THE NINETY (90) DAY PERIOD IMMEDIATELY PRECEEDING THE ACCRUAL OF THE ALLEGED CAUSE OF ACTION. IN NO EVENT MAY ANY ACTION BY LICENSEE AGAINST SLC OR OWNER HEREUNDER BE ASSERTED MORE THAN ONE (1) CALENDAR YEAR AFTER THE CLAIM IN QUESTION HAS ACCRUED

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16.

REPRESENTATION

It is expressly agreed and understood that neither party hereto is the agent or legal representative of the other and neither party has the authority, express or implied to bind the other or pledge its credit. This Agreement does not create a partnership or joint venture between the Parties.

17.

FORCE MAJEURE

It is understood and agreed that in the event of an act of the government, war, terrorism, fire, flood or other natural disaster, or labor or manufacturing strikes which prevent the performance of this Agreement, such nonperformance will not be considered a breach of the Agreement, and such nonperformance shall be excused while, but not longer than, the conditions described herein prevail. The period of Force Majeure shall not exceed twelve (12) months. Either party may terminate this Agreement upon written notice to the other party if the Force Majeure event lasts for twelve (12) months or longer.

18.

NOTICES

All notices, whenever required in this Agreement, will be in writing and sent by certified mail, return receipt requested, or via standard overnight courier, facsimile transmission or electronic mail, to the addressed designated by the Parties for such purpose. Notices will be deemed to have been given two business days following mailing, one business day after delivery to an overnight courier, and upon electronic confirmation of facsimile transmission.

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Notices to SLC:	SCORES PRESENTS Licensing Corp.

	617 11^th Avenue, New York, NY 10036

	Fax: (212) 246-0856

	Attn: Howard Rosenbluth

	E-Mail: howardr@pecnyc.com

With a copy to: Jeffrey Weingart, Esq., Meister Seelig & Fein LLP, 140 East 45^th Street, 19^th Floor, New York, NY, 10017, Fax No. ((212) 655-3535.

Notices to Licensee: [To Be Provided by Licensee]

19.

CONTROLLING LAW; VENUE

This Agreement shall be construed in accordance with the laws of the State of New York, Untied Stated of America, and jurisdiction over the Parties and subject matter of this Agreement with respect to any controversy arising hereunder, in whole or in party, shall be exclusively in the federal or state courts located in the State of New York, County of New York. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.

20.

ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns, provided, however, that neither this Agreement, nor any of the rights, interests or obligations hereunder may be assigned by Licensee without prior written consent of SLC, and any attempts to do so without the consent of SLC shall be void and of no effect.

21.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understating between the Parties hereto. No other oral or written agreements or representations exists or are being relied upon by either party, all being merged herein. Any modifications or additions hereto must be made in writing and signed by the Parties.

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22.

MISCELLANEOUS

(a)

The section heading used herein are for reference purpose only and do not affect the meaning of interpretation of this Agreement. If any provisions of this Agreement are for any reason declared to be invalid or illegal, the remaining provisions shall not be affected thereby.

(b)

The failure of either party to enforce any or all of its rights hereunder as they accrue shall not be deemed a waiver of those rights, all of which are expressly reserved.

(c)

This Agreement may be executed in more than one counterpart, all of which shall be deemed to be originals. Signatures delivered by electronic means shall be accepted and treated as original signatures.

(d)

The following Sections of this Agreement shall survive the termination or expiration of this Agreement: 2, 6, 10, 11, 12, 13(c), 15, 18, 19, 20, 23 and 24.

23.

SECURITY INTEREST

THIS AGREEMENT AND THE LICENSE GRANT CONTAINED HEREIN SHALL NOT BE CONSIDERED VALID UNTIL EXECUTED BY AN EXECUTIVE OFFICER OF SCORES PRESENTS LICENSING CORP.

24.

SECURITY DEPOSIT

A eight week Security deposit shall be held by Licensor without liability for interest and as security for the performance by Licensee of Licensor’s covenants and obligations under this agreement, it being expressly understood that the Security Deposit shall not be considered an advance payment of royalties or other obligation but a measure of Licensor’s damages in case of default by Licensee. Unless otherwise provided by mandatory non-waive able law or regulation, Licensor may commingle the Security Deposit with Licensor’s other funds. Licensor may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of royalties or to satisfy any other covenant or obligation of Licensor hereunder. Following any such application of the Security Deposit, Licensee shall pay to Licensor on demand the amount so applied in order to restore the Security Deposit to its original amount. If License is not in default at the termination of this agreement the balance of the Security Deposit remaining after any such application shall be returned by Licensor to Licensee. If Licensor transfers its interest in the premises during the term of this agreement, Licensor may assign the Security Deposit to the transferred and thereafter shall have no further liability for the return of such Security Deposit.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their respective duly authorized representatives as of the date first written above.

SCORES LICENSING CORP.		THE TROPHY CLUB OF THE CAROLINAS

By:	/s/ Robert Gans	By:	/s/ Jay Leonard Levy

Print Name:	Robert Gans	Print Name:	Jay Leonard Levy

Title:	President & CEO	Title:	Secretary & Treasurer

Date:	4/30/15	Date:	4/20/15

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[18]

Exhibit 10.4

AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

Amendment (the “Amendment”), dated May 5, 2015 and effective as of January 1, 2015, to Management Services Agreement (the “Management Agreement”), effective January 1, 2013, between Scores Holding Company, Inc., a Utah corporation (“Scores”), and Metropolitan Lumber, Hardware and Building Supplies, Inc., a New York corporation (“MLH”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to such terms in the Management Agreement.

WITNESSETH:

WHEREAS, pursuant to the Management Agreement, MLH provides management and compliance services to the Business;

WHEREAS, Scores and MLH desire to amend the Management Agreement to (i) increase the Annual Fee payable by Scores to MLH for the Services and (ii) provide for the payment of performance bonuses to MLH in certain circumstances.

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, and other good and valuable consideration, the parties hereto agree as follows:

1. Amendment of Management Agreement. Section 3 of the Management Agreement is deleted in its entirety and the following is inserted in its place and stead:

3. Management Fees and Bonuses.

a) In consideration for the Services to be rendered by MLH to Scores hereunder, Scores shall pay to MLH a fee (the “Annual Fee”) in the amount of $90,000 per annum for each year during the period commencing on January 1, 2015 and ending on the date of the termination this Agreement. The Annual Fee shall be payable in quarterly installments, payable in arrears beginning on April 1, 2015 and on the same calendar day of every third month thereafter until the date of termination of this Agreement.

b) In addition to the Annual Fee, for each year (or portion thereof) during the period commencing on January 1, 2015 and ending on the date of the termination this Agreement, MLH shall be eligible for a discretionary cash bonus based on (i) MLH’s performance throughout the relevant fiscal year (or portion thereof) of Scores; and (ii) Scores’ performance throughout such fiscal year (or portion thereof). The Board of Directors (the “Board”) of Scores shall establish and implement performance goals and a performance-based bonus plan, and the amount of the bonus, if any, shall be determined by the Board in accordance with such plan. Nothing herein shall be construed to guarantee MLH a bonus for any year (or portion thereof).

2. Except as expressly set forth herein, all of the terms and provisions of the Management Agreement shall remain in full force and effect and the parties hereto make no other amendment, alteration or modification of the Management Agreement nor do they, nor does any of them, by executing this Amendment, waive any provision of the Management Agreement or any right that they or any of them may have thereunder.

3. The parties hereby agree that the provisions of Paragraph 8 of the Management Agreement shall apply to this letter agreement with full force and effect as if fully set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused this Management Services Agreement to be executed and delivered as of the date first above written.

	SCORES HOLDING COMPANY, INC.

	By:	/s/ Robert M. Gans
	Name:	Robert M. Gans
	Title:	President and Chief Executive Officer

	METROPOLITAN HARDWARE, LUMBER AND BUILDING SUPPLIES, INC.

	By:	/s/ Spencer Simon
	Name:	Spencer Simon
	Title:	Vice President

Exhibit 31.1

I, Robert M. Gans, certify that:

I have reviewed this Form 10-Q of Scores Holding Company, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2015
	/s/ Robert M. Gans
	Robert M. Gans Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

I, Howard Rosenbluth, certify that:

I have reviewed this Form 10-Q of Scores Holding Company, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2015
	/s/ Howard Rosenbluth
	Howard Rosenbluth Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Scores Company Holding, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert M. Gans, Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

Date: May 12, 2015
	/s/ Robert M. Gans
	Robert M. Gans
	Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to Scores Holding Company, Inc., and will be retained by Scores Holding Company, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Scores Holding Company, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard Rosenbluth, Chief Financial Officer and Principal Accounting Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.