SCORES HOLDING CO INC (Form: 10-Q, Received: 12/27/2013 12:34:28)

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: September 30, 2013

¨	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 ¨ No x

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 December 23, 2013, there were 165,186,124 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	6

Item 4.	Controls and Procedures	6

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	8

	2

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.

	3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,		December 31,
	2013		2012
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	66,448	$	59,139
Licensee receivable - including affiliates- net		123,196		71,911
Prepaid expenses		19,306		7,429
Settlement receivable		136,890		131,862

Total Current Assets		345,840		270,341

Settlement receivable		59,084		162,389
Loan receivable		32,737		31,535

TOTAL ASSETS	$	437,661	$	464,265


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	130,593	$	157,704
Deferred Revenue		10,000		-
Related party payable		164,630		221,615
Settlement payable due to related party		194,355		193,201

Total Current Liabilities		499,578		572,520


Settlement payable due to related party		71,190		195,661
Note payable to related party		32,737		31,535

TOTAL LIABILITIES		603,505		799,716

STOCKHOLDERS' DEFICIT
Preferred stock, $.0001 par value, 10,000,000 shares authorized, -0- issued and outstanding		-		-
Common stock, $.001 par value; 500,000,000 shares authorized, 165,186,124 issued and 165,186,124 outstanding, respectively		165,186		165,186
Additional paid-in capital		6,058,117		6,058,117
Accumulated deficit		(6,389,147)		(6,558,754)

Total stockholders' Deficit		(165,844)		(335,451)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	437,661	$	464,265

	F-1

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012

REVENUES

Royalty Revenue	$	187,861	$	181,774	$	542,809	$	513,873

Total Revenue		187,861		181,774		542,809		513,873

EXPENSES

General and Administrative Expenses		122,768		112,856		370,966		403,898

INCOME FROM OPERATIONS		65,093		68,918		171,843		109,975

OTHER INCOME/(EXPENSE)

Interest Income/(Expense), net		(673)		(1,078)		(2,236)		(3,226)
Licensee Forfieture Income		-		-		-		20,000

TOTAL OTHER INCOME/(EXPENSE)		(673)		(1,078)		(2,236)		16,774

INCOME BEFORE INCOME TAXES		64,420		67,840		169,607		126,749

PROVISION FOR INCOME TAXES		-		-		-		-

NET INCOME	$	64,420	$	67,840	$	169,607	$	126,749

NET INCOME PER SHARE-Basic and Diluted		0.000		0.000		0.001		0.001

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

	F-2

SCORES HOLDING COMPANY INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2013		2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	169,607	$	126,749

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Contributed services		-		22,500

Changes in assets and liabilities:
Licensee receivable		(51,285)		16,923
Prepaid expenses		(11,877)		(6,400)
Deferred revenue		10,000		(105,140)
Accounts payable and accrued expenses		(27,111)		(31,528)

NET CASH PROVIDED BY OPERATING ACTIVITIES		89,334		23,104

CASH FLOW FROM FINANCING ACTIVITIES:
Related party payables		(56,985)		(28,222)
Settlement receivable		98,277		93,494
Loan receivable		(1,202)		(1,144)
Settlement payable		(123,317)		(90,586)
Loan payable		1,202		31,144

NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES		(82,025)		4,686

NET INCREASE/(DECREASE) IN CASH		7,309		27,790
Cash and cash equivalents - beginning of year		59,139		8,930
Cash and cash equivalents - end of year	$	66,448	$	36,720

Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	-	$	12,076
Cash paid for income taxes	$	-	$	-

	F-3

Scores Holding Co., Inc. and Subsidiary

Notes To Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization

Basis for 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 condensed 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, 2012.

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 nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2013.

Note 2. Summary of Significant Accounting Principles

Going Concern

As of September 30, 2013, the Company has incurred cumulative losses (since the inception of its business) totaling $( 6,389,147 ) and a working capital deficit of $(153,738). The Company had net income of $ 169,607 for the nine months ended September 30, 2013. Because of these conditions, the Company will require additional working capital to develop business operations. The Company intends to raise additional working capital through the continued licensing of its brand with its current and new operators. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company’s working capital requirements. To the extent that funds generated from any future use of licensing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Concentration of Credit Risk

The Company earned royalties and merchandise revenues from five licensees who are unrelated to management of the Company. During the nine months ended September 30, 2013, revenues earned from royalties from these unrelated licensees amounted to $ 425,824 and there was $ 123,196 due and outstanding as of September 30, 2013. The Company’s related New York affiliate commenced operations in May 2009 and royalty revenue amounted to $ 116,985 during the nine-month 2013 period; there was $- 0 - due and outstanding as of September 30, 2013.

	F-4

During the nine-month 2013 and 2012 periods our Baltimore licensees accounted for 20 % and 20 % and our Chicago licensee accounted for 20 % and 18 % of our total revenues, respectively. Our New Orleans licensee accounted for 17 % and 18 % and our Tampa licensee accounted for 17 % and 13 % of our total revenues for the nine-month periods ended 2013 and 2012 respectively. Our related New York licensee accounted for 22 % and 30 % of our total revenues for the nine-month period ended September 30, 2013 and 2012 respectively. The Scoreslive.com licensee website went live during 2011 and began accruing royalties in the second quarter 2012.

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.

Principles of consolidation

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

Cash and cash equivalents

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

Income Per Share

Net income per share data for both the nine-month 2013 period and the nine-month 2012 period are based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. For the quarter ended September 30 , 2012 the outstanding stock options are not part of this basis as the exercise price exceeds the tradable value of the underlying stock. As of September 30, 2013, there are no outstanding stock options.

Fair Value of Financial Instruments

The Company follows the provisions of ASC 820-10, Fair Value Measurements , which defines fair values, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company’s financial instruments include cash, licensee receivable, prepaid expenses, accounts payable, accrued expenses and related party payable. Due to the short term maturity of these financial instruments, the fair values were not materially different from their carrying values.

New Accounting Pronouncements

In July 2013, the FASB issued Accounting Standards Update “ASU” 2013-11 on “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. The amendments in this ASU are to improve the current U.S. GAAP because they are expected to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. Current U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted.

All other 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 is Robert M. Gans, who is also the majority shareholder and chief executive officer of the Company.

	F-5

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 of IMO and is also the Company’s majority shareholder. IMO paid for various years of administrative costs related to accounting, business development, insurance and legal services for the Company, which a portion thereof in the amount of $ 42,130 and $ 144,115 remains a payable to this related party as of September 30, 2013 and December 31, 2012, respectively. The Company also leases office space directly from Westside Realty of New York, Inc. (WSR), the owner of the West 27th Street Building. The majority owner of WSR is Robert M. Gans. Since April 1, 2009, the monthly rent has been $ 2,500 per month including overhead costs. The Company owed WSR $ 100,000 and $ 77,500 in unpaid rents as of September 30, 2013 and December 31, 2012, 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. The Company owed Metropolitan Lumber Hardware and Building Supplies, Inc. $ 22,500 and $ 0 in unpaid management services as of September 30, 2013 and December 31, 2012, respectively.

Note 4. Intangible Assets

Trademark

In connection with the acquisition of SLC, the Company acquired the trademark to the name “SCORES”. This trademark had a net recorded value at September 30, 2013 of $ - 0 -. This trademark has been registered in the United States, Canada, Japan and the European Community. The trademark has been completely amortized by straight line methods over an estimated useful life of ten years. The Company’s trademark having an infinite useful life by its definition was amortized over ten years due to the difficult New York legal environment for which the related showcase adult club is operating. This intangible asset was fully amortized as of September 30, 2011.

Note 5. Licensees

The Company has seven license agreements which were obtained between 2003 and 2013; 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 and Swan Media Group, Inc. (formerly AYA International, Inc.).

“IMO’s” members are our majority shareholder, Robert M. Gans, and Secretary and Director, Howard Rosenbluth 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. The club accounted for 22 % and 30 % of our royalty revenues during the first nine months of 2013 and 2012, respectively. Mr. Gans is also the majority owner of Swan Media Group, Inc., which accounted for 5 % and 1 % of our royalty revenues during the first nine months of 2013 and 2012.

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 September 30, 2013, the settlement receivable is $ 195,974 .

	F-6

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 September 30, 2013, this promissory note balance is $ 32,737 .

Note 7. Settlement/Note Payable

As discussed in the Note 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 September 30, 2013, $ 298,282 is outstanding.

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 Metropolitian Lumber Hardware Building Supplies, Inc.

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 alleges that both the Company and IMO were her employers. The lawsuit seeks unspecified damages for alleged loss of past and future earnings and emotional distress and humiliation. The Company disputes that that it was an employer of the plaintiff and categorically denies 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 Company is vigorously defending itself in this litigation and does not expect that the outcome will be material.

In mid-March 2010, the Company was named by Nichole Hughes in a complaint filed with the SCNY. Ms. Hughes sued the Company for an unspecified amount of damages in connection with an alleged unauthorized use of her image in the Company’s advertising materials. On June 20, 2010, the Company filed a pre-answer motion to dismiss the complaint, which was denied on December 17, 2010. The Company then filed an answer and affirmative defenses and a third party complaint against IMO, owner and operator of the club where Ms. Hughes was employed. Plaintiff’s counsel was granted leave by the court to withdraw from representation in January 2013. Plaintiff failed to appoint new counsel or further participate in the case and the case was dismissed on May 20, 2013.

On December 11, 2007, Francis Vargas, a former cocktail waitress at Scores West located in New York, NY, filed a civil lawsuit against the Company and Go West in the SCNY, alleging violations of the New York State Human Rights Law, New York Executive Law, New York City Human Rights Law, and the New York City Administrative Code, based upon allegations of sexual discrimination and sexual harassment. The lawsuit further alleges that at all material times both the Company and Go West were employers of Ms. Vargas, the plaintiff. The lawsuit seeks unspecified compensatory damages for plaintiff’s alleged loss of past and future earnings and benefits, emotional distress, humiliation and loss of reputation. The Company disputes that it was an employer of the plaintiff and categorically denies all allegations of sexual discrimination and sexual harassment. The Company filed its verified answer in the Supreme Court of the State of New York on February 12, 2008 to contest and defend against these accusations. On April 18, 2008, co-defendant Go West filed for bankruptcy and the case was stayed. On July 23, 2009, the bankruptcy petition was dismissed and, as a result, the automatic stay was lifted. The Company subsequently filed an amended response asserting cross-claims for judgment against both Go West and the Company’s former affiliate, Entertainment Management Services, Inc. ("EMS"), an entity owned by two of the Company’s former directors and employees. After engaging in discovery and other pre-trial activities the two sides agreed to a confidential settlement on February 22, 2013 and the case has been dismissed. The settlement does not have a material outcome on the business of the Company.

On March 14, 2013, Miki Yamada, a former bartender at the Scores New York nightclub located at 536 West 28th Street, New York, NY filed charges against the Company and IMO with the EEOC claiming violations of Title VII based upon alleged sexual harassment, discrimination based on gender and unlawful retaliation. Ms. Yamada also delivered a draft civil complaint to the Company containing similar allegations. Although the Company disputed the issues of liability and damages asserted by Ms. Yamada, the Company and the other respondents settled these matters for a payment of $ 90,000 to Ms. Yamada pursuant to a settlement and release agreement dated April 30, 2013. These matters were settled out of court.

	F-7

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. The Company will vigorously defend itself in this litigation and does not expect that the outcome will be material.

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

Pursuant to an oral arrangement, in September 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. This oral arrangement was memorialized in a written license agreement between SLC and Star Light effective December 9, 2013. 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 for 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 of Star Light Events LLC.

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.

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-8

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 six such clubs currently operating under the Scores name, in New York City, Atlantic City, Baltimore, Chicago, Tampa and New Orleans. The Atlantic City club commenced operations in September 2013.

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 club (the “New York Club”) under the Scores name in May 2009. Throughout this report, we refer to the New York Club and the Atlantic City club as our affiliates, 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 and the Atlantic City 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 September 30, 2013 (“the 2013 three-month period”) Compared to Three Months Ended September 30, 2012 (“the 2012 three-month period”).

Revenues:

Revenues increased to $187,861 for the 2013 three-month period from $181,774 for the 2012 three-month period.

Revenues from the New York Club decreased twenty-one percent (21%) to $39,584 as compared to $50,370 for the 2013 and 2012 three-month periods, respectively. Revenues from our Chicago nightclub increased seventeen percent (17%) to $38,970 for the 2013 three-month period from $33,298 from the 2012 three-month period, while revenues from our Baltimore club decreased three percent (3%) to $35,669 for the 2013 three-month period from $36,589 for the 2012 three-month period and revenues from our New Orleans club remained the same at $30,000 for the 2013 and 2012 three-month period. Revenue from our Tampa club remained the same at $30,000 for the 2013 and 2012 three-month period. Revenue from our Scoreslive.com licensee increased seven hundred ninety-nine percent (799%) to $13,638 for the 2013 three-month period from $1,517 for the 2012 three-month period, largely as a result of increased marketing efforts .

Revenues under our license agreements vary from a flat monthly fee to a percentage of revenues on a monthly basis.

General and Administrative Expenses:

General and administrative expenses increased during the 2013 three-month period to $122,768 from $112,856 during the 2012 three-month period. General and administrative expenses increased approximately by $9,912 from 2013 to 2012, which increase can largely be attributed to the hiring of a part time accountant. Legal expenses attributable to ongoing litigation amounted to $42,033 for the three-month period ended September 30, 2013 and $26,250 for the three-month period ended September 30, 2012.

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 $64,420 or $0.000 per share for the 2013 three-month period compared to net income of $67,840 or $0.000 per share for the 2012 three-month period. The decrease in net income for the 2013 three-month period was a result of the cost associated with the services of a consultant during the three-month period.

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Net income per share data for both the 2013 three-month period and the 2012 three-month period is based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding.

Nine Months Ended September 30, 2013 (“the 2013 nine month period”) Compared to Nine Months Ended September 30, 2012 (“the 2012 nine-month period”).

Revenues:

Revenues increased to $542,809 for the 2013 nine-month period from $513,873 for the 2012 nine-month period.

Revenues from the New York Club decreased twenty-five percent (25%) to $116,985 as compared to $155,862 for the 2013 and 2012 nine-month periods, respectively. Revenues from our Chicago nightclub increased twenty-three percent (23%) to $110,565 for the 2013 nine-month period from $90,063 for the 2012 nine-month period, while revenues from our Baltimore club also increased one percent (1%) to $106,145 for the 2013 nine-month period from $104,924 for the 2012 nine-month period and revenues from our New Orleans club remained the same at $90,000 for the 2013 and 2012 nine-month period. Revenue from our Tampa club increased thirty-six percent (36%) to $90,000 for the 2013 nine-month period from $66,000 for the 2012 nine-month period. Revenue from our Scoreslive.com licensee increased three hundred fifteen percent (315%) to $29,115 for the 2013 nine-month period from $7,023 for the 2012 nine-month period.

Revenues under our license agreements vary from a flat monthly fee to a percentage of revenues on a monthly basis.

General and Administrative Expenses:

General and administrative expenses decreased during the 2013 nine-month period to $370,966 from $403,898 during the 2012 nine-month period. General and administrative expenses decreased approximately by $32,932 from 2013 to 2012, which decrease can largely be attributed to the reduction of the Company’s business development expenses. Legal expenses attributable to ongoing litigation amounted from $145,946 in the 2013 nine-month period to $116,982 in the 2012 nine-month period.

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 $169,607 or $0.001 per share for the 2013 nine-month period compared to a net income of $126,749 or $0.001 per share for the 2012 nine-month period. The increase in net operating income for the 2013 six-month period was a result of an increase in royalty revenue and decrease in administrative expenses during the nine-month period.

Net income per share data for both the 2013 nine-month period and the 2012 nine-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 September 30, 2013, we had $66,448 in cash and cash equivalents compared to $59,139 in cash and cash equivalents at December 31, 2012.

Operating Activities :

Net cash provided by operating activities for the nine months ended September 30, 2013 and September 30, 2012 was $89,334 and $23,104 respectively. The increases in cash are related to decrease in deferred revenue, between the 2013 and 2012 periods.

Financing Activities:

As of September 30, 2013, we owed $100,000 in rent to our Westside Realty affiliate, $42,130 to our New York affiliate and $22,500 to our Metropolitan Lumber Hardware and Building Supplies, Inc. affiliate.

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Future Capital Requirements:

We have incurred losses since the inception of our business. Since our inception, we have been dependent on acquisitions and funding from private lenders and investors to conduct operations. As of September 30, 2013 we had an accumulated deficit of $(6,389,147), with total current assets of $345,840 and total current liabilities of $499,578 or negative working capital of $(153,738). As of December 31, 2012, we had total current assets of $270,341 and total current liabilities of $572,520 or negative working capital of $(302,179). The decrease in total current liabilities can largely be attributed to payments made on a loan owing to Mr. Gans in connection with funds advanced by Mr. Gans for the settlement of the Siri Diaz et. al. litigation referenced in Note 7 to the Company’s financial statements.

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.

Off Balance Sheet Arrangements .

The Company has no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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 controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are not effective to provide reasonable assurance that information required to be disclosed by us in 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. We will vigorously defend ourselves in this litigation and do not expect that the outcome will be material.

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On March 14, 2013, Miki Yamada, a former bartender at the Scores New York nightclub located at 536 West 28th Street, New York, NY filed charges against us and IM Operating LLC (“IMO”) with the EEOC claiming violations of Title VII based upon alleged sexual harassment, discrimination based on gender and unlawful retaliation. Ms. Yamada also delivered a draft civil complaint to us containing similar allegations. Although we disputed the issues of liability and damages asserted by Ms. Yamada, we settled these matters for a payment of $90,000 to Ms. Yamada pursuant to a settlement and release agreement dated April 30, 2013. These matters were settled out of court.

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 New York State Supreme Court against us 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 alleges that both we and IMO were her employers. The lawsuit seeks unspecified damages for alleged loss of past and future earnings and emotional distress and humiliation. We dispute that that we were an employer of the plaintiff and categorically deny 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. We are vigorously defending ourselves in this litigation and do not expect that the outcome will be material.

In mid-March 2010, we were named by Nichole Hughes in a complaint filed with the SCNY. Ms. Hughes sued us for an unspecified amount of damages in connection with an alleged unauthorized use of her image in our advertising materials. On June 20, 2010, we filed a pre-answer motion to dismiss the complaint, which was denied on December 17, 2010. We then filed an answer and affirmative defenses and a third party complaint against IMO, owner and operator of the club where Ms. Hughes was employed. Plaintiff’s counsel was granted leave by the court to withdraw from representation in January 2013. Plaintiff failed to appoint new counsel or further participate in the case and the case was dismissed on May 20, 2013.

On December 11, 2007, Francis Vargas, a former cocktail waitress at Scores West located in New York, NY, filed a civil lawsuit against us and Go West in the SCNY, alleging violations of the New York State Human Rights Law, New York Executive Law, New York City Human Rights Law, and the New York City Administrative Code, based upon allegations of sexual discrimination and sexual harassment. The lawsuit further alleges that at all material times both we and Go West were employers of Ms. Vargas, the plaintiff. The lawsuit seeks unspecified compensatory damages for plaintiff’s alleged loss of past and future earnings and benefits, emotional distress, humiliation and loss of reputation. We dispute that we were an employer of the plaintiff and categorically deny all allegations of sexual discrimination and sexual harassment. We filed our verified answer in the Supreme Court of the State of New York on February 12, 2008 to contest and defend against these accusations. On April 18, 2008, co-defendant Go West filed for bankruptcy and the case was stayed. On July 23, 2009, the bankruptcy petition was dismissed and, as a result, the automatic stay was lifted. We subsequently filed an amended response asserting cross-claims for judgment against both Go West and our former affiliate, Entertainment Management Services, Inc. ("EMS"), an entity owned by two of our former directors and employees. After engaging in discovery and other pre-trial activities the two sides agreed to a confidential settlement on February 22, 2013 and the case has been dismissed. The settlement does not have a material outcome on us.

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

Pursuant to an oral arrangement, in September 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. This oral arrangement was memorialized in a written license agreement between SLC and Star Light effective December 9, 2013. Pursuant to the written agreement, SLC also granted Star Light a non-exclusive, non-transferable license to sell certain licensed products bearing our trademarks. Starlight will purchase for 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 of Star Light Events LLC.

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Item 6. Exhibits

Exhibit No.		Description

10.1		*License Agreement between Scores Holding Company, Inc. and Scores Licensing Corp.
10.2		*Trademark License Agreement between Scores Licensing Corp. and Star Light Events LLC
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.

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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: December 27, 2013	By:	/s/ Robert M. Gans
		Robert M. Gans
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: December 27, 2013	By:	/s/ Howard Rosenbluth
		Howard Rosenbluth
		Chief Financial Officer
		(Principal Financial Officer)

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SCORES HOLDING COMPANY, INC.

535 West 27 ^th Street

New York, NY 10001

December 9, 2013

Scores Licensing Corp.

617 11 ^th Avenue

New York, NY 10036

Attn: Mr. Howard Rosenbluth

Re: License of Trademarks

Dear Mr. Rosenbluth:

The undersigned, Scores Holding Company, Inc. (“Owner”), owns all of the trademarks, including all trademark rights, registrations and applications associated therewith and other intellectual property rights relating thereto as identified on Schedule A attached hereto, which may be amended from time to time by Owner (collectively, the “Marks”). Owner is willing to grant to Scores Licensing Corp. (“Licensee”) a license in, to and under the Marks, on and subject to the following terms and conditions (this “Agreement”):

1. Owner hereby grants to Licensee an exclusive worldwide license, subject to any pre-existing licenses as of the date of this Agreement, during the “Term,” as defined below, to advertise and provide the services and manufacture, market, promote, advertise, distribute and sell goods under the Marks and in the International Classes as identified on Schedule A , and for all services and products as may be determined and approved by Owner in writing from time to time, including without limitation, those services provided or goods sold by all entities related to Owner (collectively, “Services” or “Products”). This grant of license includes the right to issue sublicenses to third parties (“Sublicensees”), subject to the prior approval by Owner of each Sublicensee and of all of the terms and conditions of each sublicense agreement (“Sublicense Agreement”), such approval not to be unreasonably withheld. Expressly approved hereunder are sublicenses to entities in common ownership with or control by Owner or its majority shareholder(s).

2. Licensee shall provide copies of all signed and executed Sublicense Agreements to Owner promptly after execution thereof, upon Owner’s request. Licensee shall be responsible to monitor the quality of all Services and Products consistent with this Agreement, negotiate Sublicense Agreements in accordance with Owner’s approval, oversee payments from Sublicensees and ensure that Sublicensees maintain records of all sales and other activities under the Sublicense Agreements, shall request and conduct audits as needed, ensure performance of all obligations by all Sublicensees, and engage in other such activities with Sublicensees relative to this Agreement as appropriate and/or requested by Owner, in order to maximize generation of revenue from the exploitation of the rights granted herein and to maintain the quality of the Services and Products and the protection of the Marks.

3. Licensee shall, itself or through Sublicensees, use commercially reasonable efforts to promote, advertise and offer the Services and to manufacture, market, promote, advertise, distribute and sell the Products and under the Marks.

4. Licensee shall at all times, and shall ensure that Sublicensees shall at all times, promote, advertise and offer the Services and manufacture, market, promote, advertise and sell the Products and otherwise use the Marks, in a manner which is consistent with or better than comparable brands, subject to Owner’s absolute approval. All Services promoted, advertised and offered and all Products manufactured, marketed, promoted, advertised, distributed and/or sold in association with the Marks and shall be of a quality consistent with the foregoing. Such standard shall be included as a condition in each Sublicense Agreement. In addition, each Sublicense Agreement shall contain a provision that, at its request at any time and from time to time, Licensee and/or Owner shall have the right to inspect the establishments, retail facilities, manufacturing facilities, storage facilities, and any other facilities maintained and used by Sublicensees and shall have the right to approve of all Products and related packaging and all promotional, marketing, and advertising materials prior to any Services or Products being offered for sale or sold, and after sales of the Services and/or the Products have commenced. Further, Owner shall have the right to periodically check the quality of all Services and Products and related packaging and all promotional, marketing, and advertising materials to be certain that the quality is uniform and consistent with the foregoing, and to establish a reasonable method for providing for such quality enforcement and approval with which Licensee and each Sublicensee shall comply in all material respects.

5. Licensee acknowledges Owner’s exclusive right, title and interest in and to the Marks and any related trade dress used on the packaging for all Products and any marketing, advertising or promotional materials used in connection with the Services or Products. All and/or any use of the Marks and trade dress and the goodwill associated therewith, including but not limited to, the offering of Services and sale of Products by Licensee, either directly or through Sublicensees, shall inure to the benefit of Owner for trademark purposes.

6. Licensee shall take no action to damage or to interfere with the rights and ownership of Owner with respect to the Marks, and shall cooperate with Owner in all reasonable respects in all registration, maintenance, defense and/or enforcement efforts. In addition, Sublicense Agreements shall contain a similar provision that Sublicensee shall not interfere with Owner’s ownership of the Marks and shall cooperate with Owner in all reasonable respects regarding the Marks. Each Sublicense Agreement shall contain the provision that should a Sublicensee violate any of the terms and conditions relating to the use of the Marks as provided thereunder, Owner shall have the coextensive right to proceed directly against such Sublicensee to enforce all rights in and relating to the Marks and to obtain immediate injunctive relief in addition to any other remedies available to Owner.

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7. Licensee, if a direct provider of Services or seller of Products, shall pay Owner a royalty to be determined by Owner from time to time, upon reasonable notice, to be calculated as a percentage of all of its “Net Revenue,” e.g. , the total revenue received in connection with the Services provided, less any approved discounts and/or deductions or such other payment arrangement, such as a fixed flat fee, as Owner may determine from time to time. Licensee may also pay to Owner a percentage, to be determined by Owner from time to time, upon reasonable notice to Licensee, of all royalties received by Licensee under Sublicense Agreements. In the event that Owner makes a change in the royalty or percentage as aforesaid, Owner shall provide Licensee with reasonable notice before the same becomes effective, and Licensee shall have the right to terminate this Agreement within thirty (30) days notice thereafter, provided, however, that no such change shall be effective as to any Sublicense Agreement then outstanding as to which the royalties payable by Licensee shall remain unchanged for the duration of the term or terms thereof, including all extensions exercised by the respective Sublicensees. Royalties and percentage payments are to be paid by Licensee within thirty (30) days after the end of the quarter in which such royalties or other payments are received from Sublicensees. Owner reserves the right to charge interest for late payments and to impose the costs of collection, including attorneys’ fees, on Licensee if it fails to pay on time.

8. Licensee shall keep accurate and complete books and records, which Owner shall have the right to examine on ten (10) days’ notice. Licensee shall provide Owner with monthly statements of its Net Revenue showing gross revenue amounts and discounts offered and taken, and all royalties received under Sublicense Agreements. The statements shall be certified as accurate by an officer and shall include copies of statements received from Sublicensees. Sublicensee shall be correspondingly required to follow similar obligations; provided, further, that the right to examine Sublicensee’s books and records shall inure as well directly to Owner.

9. The term of this Agreement (the “Term”) shall be for one (1) fiscal year commencing as of the date first written above and shall automatically renew for consecutive one (1) fiscal year terms unless either party provides at least thirty (30) days notice to the other party of its intention to terminate this Agreement. If such notice to terminate is given, the parties may in good faith negotiate a sell-off period to allow Licensee to liquidate any inventory it may have for a limited period not to exceed three (3) additional months, provided it does nothing to damage the Marks during such period and is otherwise in conformance with its obligations under this Agreement. Net Revenues during such sell-off period shall require royalties to be paid by Licensee as otherwise payable during the Term.

10. In the event of a termination of this Agreement at any time and for any reason, and without limiting the provisions of Paragraph 7 hereof, the unexpired term of each Sublicense Agreement shall continue to be honored, if possible. For each Sublicense Agreement that continues to be honored, Owner shall be deemed a permitted successor and the sublicensor thereunder for all purposes through the end of the respective term(s), and Licensee shall have no further rights thereunder or interest therein.

11. All Products, labels, packaging, advertising and other uses of the Marks must contain “™” or ® and/or other appropriate legends as requested or directed by Owner from time to time, and in the forms approved by Owner. Licensee and each Sublicensee shall comply with all foreign, federal, state, county, municipal or other statutes, laws, orders and regulations of any governmental or quasi-governmental entity applicable to the manufacturing, distribution, promotion, marketing, advertising, offering for sale and sale of Products and Services, including obtaining all necessary governmental licenses. In addition, Licensee and each Sublicensee shall comply with any brand guidelines, marketing guidelines and ethical standards adopted or approved from time to time by Owner.

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12. Licensee shall defend, indemnify and hold harmless Owner for all of its actions, including product liability. It shall, upon request from Owner, obtain and maintain general comprehensive as well as product liability insurance with coverage under each policy of at least $3,000,000.00, and in such event shall include Owner as an additional insured. Such insurance shall be maintained at Licensee’s cost throughout the Term, and Licensee shall provide Owner with a certificate evidencing this coverage at any time upon request by Owner. Owner may accept coverage by each Sublicensee if Licensee is not engaged directly in the offering of Services or manufacture of Products.

13. Notwithstanding anything herein contained to the contrary, Owner may terminate this Agreement and the rights licensed hereunder immediately upon written notice to Licensee, in the event that Licensee:

13.01 ceases to engage in the business of offering the Services or selling the Products in the ordinary course of its business, or there is no Sublicensee then offering the Services or selling the Products;

13.02 violates this Agreement in any manner as to the quality of the Services or Products, the unauthorized use of the Marks, the distribution or sale of unapproved Products, the offering of unapproved Services, grants a sublicense without obtaining prior approval from Owner or fails to terminate a Sublicense Agreement if the Sublicensee is in breach thereunder, and in each such event there shall be no right on the part of Licensee to cure;

13.03 notifies Owner of its desire to relinquish the license granted herein or its inability to meet its obligations hereunder;

13.04 engages in any conduct that in the subjective judgment of Owner is inconsistent with the spirit and conditions of this Agreement, and there shall be no right on the part of Licensee to cure;

13.05 breaches any other material provision hereof and fails to cure the same within thirty (30) days after notice thereof; or

13.06 has a material change in ownership or control.

14. Upon termination of this Agreement, all rights conveyed herein shall terminate including Licensee’s rights to use and sublicense the Marks and shall revert to Owner, subject to any specific post-termination sales rights provided herein. Any and all royalties from Licensee and percentages from Sublicensees shall become immediately due and payable, with the exception of Sublicense Agreements which continue pursuant to Paragraph 10.

15. Notices are to be in writing, delivered by hand, or sent by prepaid overnight courier, to the address set forth above for the party for which it is intended or such other address as designated by notice hereunder.

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16. This is the entire Agreement between the parties as to its subject matter; it shall bind and inure to the benefit of successors and assigns. It may be amended or discharged only by further writing, signed by the party to be charged. New York law shall govern, and the parties consent to the resolution of all disputes exclusively in the Federal or State Courts located in the State and County of New York. The prevailing party in any proceeding shall be entitled to recover its attorneys’ fees relating to any breach alleged hereunder. Without limitation, Owner shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, to prevent violation by Licensee or any Sublicensee of any obligations hereunder relating to the use of the Marks.

Countersignature below will constitute this a binding agreement as of the date above written.

	Very truly yours,

	SCORES HOLDING COMPANY, INC.

	By:	/s/ Robert Gans

	Name:	Robert Gans

	Title:	CEO

ACCEPTED AND AGREED:

SCORES LICENSING CORP.

By:	/s/ Howard Rosenbluth

Name:	Howard Rosenbluth

Title:	CFO

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SCHEDULE A

TRADEMARKS

EUROPEAN COMMUNITY

SCORES® trademark, Registration No. 010994994

International Classes: 25, 41, 43

UNITED STATES

® trademark, U.S. Registration No. 1,830,135

International Classes: 6, 41, 42

® trademark, U.S. Registration No. 1,830,405

International Classes: 25, 41, 42

® trademark, U.S. Registration No. 1,855,829

International Classes: 25, 41, 42

SCORES NEW YORK and Design ^TM trademark, U.S. Serial No. 85/380,043

International Classes: 41, 43

SCORES NEW YORK and Design ^TM trademark, U.S. Serial No. 85/380,087

International Classes: 41, 43

SCORES ENTERTAINMENT ^TM trademark, U.S. Serial No. 85/380,132

International Class: 16

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SCORES STRIPPER WARS ^TM trademark, U.S. Serial No. 85/446,328

International Class: 41

SCORES STORE ^TM trademark, U.S. Serial No. 85/504,187

International Class: 35

SCORES ATLANTIC CITY ^TM trademark, U.S. Serial No. 85/604,040

International Classes: 41, 43

SCORES BOYS ^TM trademark, U.S. Serial No. 85/754,885

International Classes: 41, 43

THE SPREAD ^TM trademark, U.S. Serial No. 86/008,963

International Class: 41

BLUE VELVET THEATER ^TM trademark, U.S. Serial No. 86/008,737

International Class: 41

THE BLACK BOX CABARET ^TM trademark, U.S. Serial No. 86/008,567

International Class: 41

THE REAL MEN OF SCORES ^TM trademark, U.S. Serial No. 85/905,856

International Classes: 41, 43

^TM trademark, U.S. Serial No. 85/380,087

International Classes: 41, 43

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^TM trademark, U.S. Serial No. 85/380,043

International Classes: 41, 43

THE LIBERTINE ROOM ^TM trademark, U.S. Serial No. 85/971,570

International Class: 41

THE DISTRIKT ^TM trademark, U.S. Serial No. 85/971,551

International Class: 41

THE ELECTRIC FANTASY CLUB ^TM trademark, U.S. Serial No. 85/971,481

International Class: 41

THE DECK AT SCORES ^TM trademark, U.S. Serial No. 85/966,770

International Class: 41

SCORES COLLECTION ^TM trademark, U.S. Serial No. 85/965,064

International Class: 35

SCORES LOUNGE ^TM trademark, U.S. Serial No. 86/098,243

International Class: 41

SCORES BAR & GRILL ^TM trademark, U.S. Serial No. 86/098207

International Class: 41

SCORES BURGER & BREW ^TM trademark, U.S. Serial No. 86/098,109

International Class: 41

SCORES PUBS ^TM trademark, U.S. Serial No. 86/098,036

International Class: 41

DIAMOND DOLLARS ^TM trademark

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SCORES TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT (the “ Agreement ”) is made and entered into this_9th day of December 2013 (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 Star Light Events LLC, a New Jersey corporation, with its principal office at 1000 Boardwalk, Atlantic City NJ 08401 (“ Licensee ”).

WITNESSETH:

WHEREAS, SLC is the authorized licensee of the SCORES 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 Trademarks ”);

WHEREAS, Licensee is the owner and operator of an adult entertainment night club/restaurant currently located at 1000 Boardwalk, Atlantic City, NJ 08401 (the “ Location ”) which is now open to the public and fully operational (the “ Business ”);

WHEREAS, who has operated the Business under the name SCORES pursuant to an oral license since September 2013 and wishes to continue to operate the Business under the name SCORES and to otherwise brand the Business with the SCORES Trademarks, and to offer and sell various related licensed products at the Location under the SCORES Trademarks; and

WHEREAS, SLC wishes to formalize the relationship between the parties and license the SCORES 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 follows:

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 Trademarks solely within a 25-mile radius around the Location (the “ Territory ”) solely to promote, market and otherwise brand the Business (the “ Club License ”).

(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 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 or its licensees from offering for sale or 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 affiliates prior to the Effective Date.

(c)

License Restrictions. All rights in and to the SCORES Trademarks not expressly licensed to Licensee pursuant to the Licenses herein are expressly reserved by and for SLC and Scores Holding Company, Inc., which has licensed the SCORES Trademarks to SLC and which is the owner of the SCORES Trademarks (the “ Owner ”). At no time shall Licensee use or otherwise exploit any of the SCORES 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, or by other similar means. Retail sales include retail sales in any authorized store.

ROYALTIES AND OTHER PAYMENTS.

(a)

Royalty Amount . Licensee shall pay SLC a fixed fee of Ten Thousand Dollars ($10,000.00) per month (“ Fixed Fee Royalty ”) beginning in April 2014.

(b)

Licensed Product Royalties . Licensee will purchase all re-sellable Licensed Products from SLC, or SL C’s authorized af filiate. Licensee shall pay for all such Licensed Products on a cost plus twenty-five percent (25%) markup basis, unless o therwise agr eed (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.

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(c)

(d)

Payment. Paym ent of Royalties due under this Section shall b e made within ten ( 10) business days after the end of each calendar month (or calenda r quar ter, with S LC’s prior written approval) during the Term.

OPERATIONS.

(a) Licensee, at its sole cos t 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 must be 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 numbers.

(e) Licensee shall at its sole cost and expense, provide a twenty-four (24) hour per day security system at the Location.

(f) Licensee shall prepare and provide to SLC, reports of major accidents or incidents involving law enforcement authorities occurring at the Location. Licensee shall promptly notify SLC, in writing, of any claim for injury, death, property damage or theft which shall be asserted against Licensee with respect to the Location. Licensee shall also designate a person to handle all such claims, including all insured claims for loss or damage pertaining to the operations of the Location and Licensee shall notify SLC in writing, as to said person’s name, address, phone number and e-mail address.

(g) Licensee shall promptly notify SLC of any unusual conditions that may develop in the course of the operation of this License Agreement such as, but not limited to, fire, flood, vandalism, casualty or substantial damage of any character.

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APPROVALS.

In order to preserve the value, goodwill and reputation of the SCORES 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 but not limited to, the images and format of the Diamond Dollars ^TM and the images of the SCORES 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.

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 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.

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BOOKS AND RECORDS.

Licensee shall, for a minimum of three (3) years from their creation, keep full and accurate books of account, records, data and memoranda with respect to the Business and the Licenses granted hereunder. Licensee grants SLC, Owner and/or their duly authorized representatives the right during the Term of this Agreement and for a period of three (3) years past the expiration or termination of this Agreement, at their own cost and expense, to examine said books and records on reasonable notice, such examination to be conducted in such a manner as to not unreasonably interfere with the business of Licensee. Examinations shall not be conducted more than once in every three (3) month period. Licensee shall reasonably cooperate with SLC and/or Owner in the event SLC and/or Owner requests an audit hereunder. SLC, Owner and their representatives shall not disclose to any other person, firm, or corporation any information acquired as a result of any examination, provided, however, that nothing contained herein shall be construed to prevent SLC, Owner and/or their duly authorized representatives from using or disclosing said information in any court, arbitration, or other action instituted to enforce the rights of SLC and Owner hereunder, or in order to comply with applicable rules, regulations or court orders or to SLC and Owner’s shareholders, directors, officers, affiliates, employees, consultants and advisors on a need to know basis

INTELLECTUAL PROPERTY RIGHTS.

(a)

Ownership Rights . All right, title and interest in and to the SCORES Trademarks and related intellectual property are owned exclusively by the Owner. All uses by Licensee of the SCORES 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 Trademarks. Licensee acknowledges that the SCORES 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 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 or similar marks or properties anywhere in the world, or commencing or participating in any cancellation or opposition proceedings or other litigations.

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(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 Trademarks. Owner has the right, but not the obligation, to obtain at its own cost, appropriate statutory protection for the SCORES 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 Trademarks shall have the exclusive right to prosecute, at their own discretion, infringement actions against any third-party infringers, and any recoveries obtained therein shall belong exclusively to SLC or the Owner of the SCORES 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 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 Trademarks or for any breach by Licensee of any of the provisions in this Agreement regarding Licensee’s use of the SCORES 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 Trademarks. SLC shall have the right to terminate this Agreement for Licensee’s failure to cure any misuse of the SCORES Trademarks or other noncompliance of the brand and/or marketing guidelines.

(h)

Reversion of Rights . Upon termination or expiration of this Agreement all rights granted to Licensee under the Licenses and with respect to the SCORES 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 drawings incorporating the SCORES Trademarks and to cease all uses of the SCORES Trademarks. All use by Licensee of the intellectual property rights of the SCORES Trademarks shall inure to the sole benefit of Owner. Licensee shall execute any and all documents necessary to confirm said reversions of rights and hereby 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.

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(i)

Owner is a third-party beneficiary of the provisions in this Section 7 and can enforce them.

REPRESENTATIONS AND WARRANTIES OF LICENSEE.

(a)

Licensee represents and warrants that Licensee:

(i) has obtained and will maintain 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 the manner contemplated herein;

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

(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 sole and absolute discretion.

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(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 right 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 Meetings . Licensee agrees to attend or cause its representative to attend, at Licensee's expense, Licensee meetings held by SLC at such locations as SLC may designate within the Territory or at SLC’s offices to organize and coordinate service, marketing and advertising strategies designed to promote the success of the SCORES 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.

10.

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 Trademarks, SLC is the exclusive Licensee of the SCORES 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 of 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 best 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 Trademarks which would in any way impede, hinder, impair or interfere with the Licensee’s rights hereunder.

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(b)

EXCEPT FOR THE EXPRESS WARRANTIES OF SLC IN THIS SECTION 10, SLC AND ITS PARENT, AFFILIATES AND SUBSIDIARIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SCORES TRADEMARKS AND OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.

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 10, 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 the prior written consent of SLC.

(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 insureds, 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.

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12.

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 thirty (30) days. If the default has not been cured within said thirty (30) 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 ten (10) days of such notice.

(b) Ongoing Covenants . Any termination under this Section 12 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 no right to sell, use, exploit or in any way deal with or in the SCORES 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 cessation of the Business by the Licensee for a period of greater 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 or 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.

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(f) Termination for Convenience . SLC may terminate this Agreement upon thirty (30) 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 Royalties and provide SLC with final Royalty Reports.

(g) Cessation of Use . 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 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 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.

13.

REMEDIES.

(a) Relief In Equity Against Certain Defaults . 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 Rights. In addition to the right to termination pursuant to Section 12, 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.

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(c) Equitable Relief . Licensee acknowledges that its failure to cease use of the SCORES 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 event 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.

(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 attorneys’ 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 this 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 if 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 months remaining.

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14.

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 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 this 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 Licensee’s obligations under this Agreement.

15.

TERM .

Unless earlier terminated in accordance with Section 12 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 ”).

16 .

LIMITATION OF LIABILITY .

EXCEPT WITH RESPECT TO LICENSEE’S INDEMNIFICATION OBLIGATIONS HEREUNDER AND/ OR CLAIMS ARISING OUT OF LICENSEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR LICENSEE’S VIOLATION OF THE INTELLECTUAL PROPERTY, LICENSE OR CONFIDENTIALITY RESTRICTIONS CONTAINED HEREIN, IN NO EVENT 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 AGGREGATE, 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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17.

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.

18.

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 this 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.

19.

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 addresses 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 a facsimile transmission.

Notices To SLC:	Scores Licensing Corp.
	617 11 ^th Avenue, New York, NY 10036
	Fax: (212) 246-0856
	Attn: Howard Rosenbluth
	E-mail: howardr@pecnyc.com

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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: Star Light Events LLC

	1000 Boardwalk
	Atlantic City NJ 08401
	Fax:
	Attn: Chief Operating Officer
	Email: my@scoresac.com

20.

CONTROLLING LAW; VENUE.

This Agreement shall be construed In accordance with the laws of the State of New York, United 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 part, 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.

21.

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 the prior written consent of SLC, and any attempts to do so without the consent of SLC shall be void and of no effect.

22.

ENTIRE AGREEMENT .

This Agreement constitutes the entire agreement and understating between the Parties hereto. No other oral or written agreements or representations exist 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.

23.

MISCELLANEOUS.

(a) The section headings used herein are for reference purposes only and do not affect the meaning or 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.

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(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 counterparts, 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, 7, 11, 12, 13, 14 (c), 16, 19, 20, 21, 24 and 25.

24.

SECURITY INTEREST.

(a) In order to induce SLC to enter into this Agreement and to secure the complete and timely performance of Licensee’s obligations hereunder, Licensee hereby grants to SLC a security interest in Licensee’s receipts and receivables from the Business as collateral. In the event Licensee defaults under this Agreement, SLC may enforce against Licensee all the rights and remedies of a secured creditor with respect to Licensee’s receipts and receivables from the Business upon default under all applicable laws. In the event Licensee files for bankruptcy under the U.S. Bankruptcy Laws, SLC may enforce all rights and remedies of a secured creditor under the U.S. Bankruptcy Code.

(b) Licensee agrees to execute any and all documents necessary to perfect SLC’s security interest hereunder including, but not limited to, Financing Statement Form UCC-1 and any other security agreements and financing statements evidencing said security interest in such form as may be recorded and perfected according to applicable laws.

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.		STAR LIGHT EVENTS LLC

By:	/s/Howard Rosenbluth	By:	/s/ Mark Yackow

Print Name:	Howard Rosenbluth	Print Name:	Mark Yackow

Title:	CFO	Title:	COO

Date:	12/9/13	Date:	12/9/13

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SCHEDULE A

SCORES Trademarks:

® trademark, U.S. Registration No. 1,830,135

International Classes: 6, 41, 42

® trademark, U.S. Registration No. 1,855,829

International Classes: 25, 41, 42

THE REAL MEN OF SCORES ^TM trademark, U.S. Serial No. 85/905,856

International Classes: 41, 43

SCORES COLLECTION ^TM trademark, U.S. Serial No. 85/965,064

International Class: 35

DIAMOND DOLLARS ^TM

Licensed Products:

Apparel, underwear, jewelry, novelties and other items, in each case subject to the prior written approval and consent of SLC.

- 17 -

Exhibit 31.1

I, Robert M. Gans, certify that:

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

	2.	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;

	3.	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;

	4.	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: December 27, 2013
	/s/ Robert M. Gans
	Robert M. Gans, Chief Executive Officer

Exhibit 31.2

I, Howard Rosenbluth, certify that:

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

	2.	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;

	3.	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;

	4.	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

	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: December 27, 2013
	/s/ Howard Rosenbluth
	Howard Rosenbluth, Chief 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 September 30, 2013, 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: December 27, 2013
	/s/ Robert M. Gans
	Robert M. Gans
	Chief 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 September 30, 2013, 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.

Date: December 27, 2013
	/s/ Howard Rosenbluth
	Howard Rosenbluth
	Chief Financial Officer and Principal Financial Officer