Scores Holding Co Inc 10-K for FY2021
Scores Holding Co Inc (SCRH)
About this 10-K
Scores Holding Co Inc filed this 10-K on September 20, 2023, covering the fiscal year ended December 31, 2021 (FY2021).
Headline figures
Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $241K
- down 8.4% from $263.14K a year earlier
- Net loss
- $147.02K
- compared with a net loss of $91.67K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For fiscal year ended:
OR
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
Commission file number: |
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(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of | (I.R.S. Employer Identification | |
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(Address of principal executive | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading |
| Name of each exchange |
N/A |
| N/A | | N/A |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value |
(Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
On June 30, 2021 the last business day of the registrant’s most recently completed second fiscal quarter, 76,285,914 shares of its common stock, $0.001 par value per share (its only class of voting or non-voting common equity) were held by non-affiliates of the registrant. The market value of those shares was $
As of September 12, 2023, there were
SCORES HOLDING COMPANY, INC.
Form 10-K
For the Fiscal Year Ended December 31, 2021
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
Except for historical information, this report contains “forward-looking information” within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended. Such forward-looking statements involve risks and uncertainties, including, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “anticipates,” “intends,” “expects,” “projects,” “estimates,” “believes,” “seeks,” “could,” “should,” the negative thereof or comparable terminology. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, those discussed in the sections “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document, except as required by law.
References to the terms “Scores,” the “Company,” “we,” “us,” and “our” refer to Scores Holding Company, Inc. and all entities owned by us, except where it is clear that the term means only the parent company.
PART I
ITEM 1. BUSINESS.
Overview
Scores Holding Company, Inc. was incorporated in Utah on September 21, 1981 under the name Adonis Energy, Inc. We adopted our current name in July 2002. Since 2003, we have been in the business of licensing the “Scores” trademarks and other intellectual property to fine gentlemen’s nightclubs with adult entertainment in the United States. As of August 4, 2023 there are five such clubs operating under the Scores name, in Chicago, Illinois; Tampa, Florida; Mooresville, North Carolina; Palm Springs, Florida; and Las Vegas, Nevada.
Our trademarks and copyrights surrounding the Scores trade name are critical to the success and potential growth of our business. On December 9, 2013, the Company entered into a license agreement with its subsidiary, Scores Licensing Corp. (“SLC”), granting SLC the exclusive right to use certain trademarks, including the “Scores” stylized trademark, in connection with certain goods and services. The grant of license also includes the right to issue sublicenses to third parties, subject to the approval of the Company. Pursuant to the agreement, SLC shall pay to the Company a royalty, as determined by the Company, such as a percentage of net revenue or a flat fee, received in connection with the provision of services and/or sale of goods using the trademarks. SLC may also pay a percentage, as determined by the Company, of all royalties received by SLC under any sublicense agreements. SLC and any sublicensees are to adhere to quality standards as set by the Company, and the Company has the right to inspect all facilities and approve all promotional and marketing materials as well as any related packaging. The agreement has a one-year term with automatic one-year renewals, subject to either party’s election to terminate the agreement at least thirty days prior to such renewal. The Company also has the right to terminate the agreement, with immediate effect, upon the occurrence of certain events. The license is subject to any pre-existing license agreements as of the date of the agreement. As of the date of this report, the license is still in full force and effect.
Change in our Ownership
On January 27, 2009, pursuant to a stock purchase agreement (the “SPA”), Mitchell’s East LLC (“Buyer”), purchased an aggregate of 88,900,230 shares (the “Owned Shares”) of our common stock beneficially owned by Richard Goldring and Elliot Osher (collectively the “Share Sellers”), as well as any rights Harvey Osher (the Share Sellers and Harvey Osher, together, the “Sellers”) may have in 13,886,059 shares of our common stock (the “Decedent Owned Shares”) currently held of record by the estate of William Osher, deceased, and any rights the Sellers may have in an additional 2,400,001 shares of our common stock (the “Expectancy Shares”). Under the terms of the SPA, Harvey Osher is to deliver to the Buyer the Decedent Owned Shares that he may receive, and the Sellers are to deliver to the Buyer any shares of the Company underlying the Expectancy Shares that any such Seller may receive. Additionally, pursuant to the SPA, each of the Sellers granted to Buyer an irrevocable proxy enabling Buyer to act as his proxy with respect to any shares underlying the Decedent Owned Shares and the Expectancy Shares, as applicable.
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The Owned Shares represent approximately fifty four percent (54%) of our outstanding capital stock and the Owned Shares together with the Decedent Owned Shares represent approximately sixty two percent (62%) of our outstanding capital stock.
As a result of the SPA, a change of control had occurred. Robert M. Gans, our Chief Executive Officer and director, is the sole owner of Mitchell’s East LLC, and currently beneficially owns 53.8% shares of our common stock.
Changes in our Management
On August 6, 2010, we appointed Robert M. Gans as our President and Chief Executive Officer and as a member of our Board of Directors. Robert M. Gans and Martin Gans, one of our existing Board members, are brothers. Also on August 6, 2010, we appointed Howard Rosenbluth as our Treasurer and Chief Financial Officer. Mr. Rosenbluth is also a director.
In May 2009, Stephen J. Sabbeth became our director of acquisitions and licensing. He resigned as of August 5, 2021.
Nightclubs Currently Licensing our Scores Brand
Pursuant to the Assignment Agreement between us and EMS dated January 27, 2009, payments due to EMS under existing licenses with non-affiliated clubs were assigned to us. Since this Assignment Agreement, we have retained 100% of the royalty payments from each of these clubs.
In 2003, EMS licensed the use of the “Scores Chicago” name to Stone Park Entertainment, Inc. for its club in Chicago, Illinois. The license is for a term of five years, with five successive five year renewal terms. See “Item 3. Legal Proceedings” for information regarding our legal proceeding against this licensee. On January 21, 2022 the “Company” and “Scores Chicago” entered into a Settlement Agreement and Amendment to the Licensing Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to change the monthly licensing fee to a flat rate. All other terms of the original agreement were to remain in effect.
On September 30, 2010, we entered into a licensing agreement with Tampa Food & Entertainment, Inc. for the use of the name “Scores Tampa.” Upon signing the contract, we received a non-refundable fee. The license is for a term of five years, with five successive five year renewal terms. See “Item 3. Legal Proceedings” for information regarding our legal proceeding against this licensee.
On February 10, 2014, we (through our subsidiary Scores Licensing Corp, “SLC”) entered into a trademark license agreement with TWDDD, Inc., granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant in Mooresville, North Carolina. The license is for a term of five years, with five successive five year renewal terms. Pursuant to the written agreement, SLC also granted the licensee a non-exclusive, non-transferable license to sell certain licensed products bearing our trademarks. As discussed in our Notes to the Consolidated Financial Statements because of the tenuous nature of the gentlemen’s club industry in general and the resulting financial instability of this licensee in particular, the Company follows ASC 606 and only recognizes revenue when the collection of revenue is considered probable.
Effective August 31, 2015, we (through our subsidiary SLC.) entered into a trademark license agreement with Palm Springs Grill LLC, granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant in Palm Springs, Florida. The license is for a term of five years, with five successive five year renewal terms. See “Item 3. Legal Proceedings” for information regarding our legal proceeding against this licensee.
Effective December 2, 2016, we (through our subsidiary SLC.) entered into a trademark license agreement with Southern Highland Centerfolds Inc. granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant in Las Vegas, Nevada. The license is for a term of five years, with five successive five year renewal terms. On March 23, 2022 the “Company” and “Scores Las Vegas” entered into a First Amendment to the Scores Trademark Sublicense Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to make a one-time payment for granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant for a period of twenty-five years. All other terms of the original agreement were to remain in effect.
On March 5, 2020, we (through our subsidiary SLC) entered into a trademark license agreement with Cheetah Club LLC, granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant in Huntsville, Alabama. The license is for a term of five years, with five successive five year renewal terms. Pursuant to the written agreement, SLC also granted the
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licensee a non-exclusive, non-transferable license to sell certain licensed products bearing our trademarks. See “Item 3. Legal Proceedings” for information regarding our legal proceeding against this licensee.
Recent Events
As a result of the COVID-19 virus, during the first quarter of 2020, state and local governments have required all but certain essential businesses to close, including all clubs operating under the Scores name. That said it should be noted all royalty paying licensees have reopened and are current. In addition, cash collections increased from $235,000 during 2020 to $249,000 and $858,000 during 2021 and 2022 respectively.
Upon management’s evaluation of relevant hospitality industry conditions and events known as of the date that these financial statements are issued it is their belief the financial effects of the Covid 19 pandemic will not have a substantial or long term effect on the financial viability of the adult entertainment industry. There will be operational changes to be certain but not a consequentially detrimental impact on the industry.
Although there are fewer licensees and some of the licensing fees have been re-negotiated management believes the worst of the effects the Covid 19 pandemic are over. The lifting of many, if not all, gathering restrictions imposed by local government has vastly improved the appeal of adult entertainment-oriented establishments. Consequently, the Company has seen a recent increase in the number of such establishments interested in utilizing the SCORES brand trademarks.
Competition
The adult nightclub entertainment business is highly competitive with respect to price, service, location and professionalism of its entertainment. Sublicensed clubs will compete with many locally-owned adult nightclubs. It is our belief, however, that only a few of these nightclubs have names that enjoy recognition and status equal to the Scores brand. Other localities where our “Scores” brand is licensed have similar competitive environments.
We believe the combination of our name recognition and our distinctive entertainment environment allows our licensees to effectively compete within the industry, although we cannot assure anyone that this will prove to be the case. The success of our licensees depends upon their ability to retain quality entertainers, employees and to provide customer service to their customers. The inability to sustain quality entertainers, employees and customer service could have a material or adverse impact on the ability of our licensees to compete within the industry.
Employees
As of December 31, 2021, we had no employees. Accounting, legal and other supporting services are being provided pursuant to a Management Services Agreement with owed Metropolitan Lumber Hardware and Building Supplies, Inc. (“Metropolitan”).
Intellectual Property
Our business is dependent on a combination of trademarks, domain names, trade names, trade secrets and other proprietary rights in order to protect our intellectual property rights. As of the date of this report, we have 15 registered trademarks in the United States.
Government Regulation
Our licensees are subject to a variety of governmental regulations depending upon the laws of the jurisdictions in which they operate. The most significant governmental regulations are described below.
Liquor Licenses
Our licensees are subject to state and local licensing regulation of the sale of alcoholic beverages. We expect licensees to obtain and maintain appropriate licenses allowing them to sell liquor, beer and wine. Obtaining a liquor license may be a time consuming procedure. In New York, for example, a licensee must make an application to the New York State Liquor Authority (the “NYSLA”) for a liquor license regarding its proposed nightclub. The NYSLA has the authority, in its discretion, to issue or deny such a license request. The NYSLA typically requires local community board approval in connection with such grants. Approval is usually granted or denied within 90-120 days from the initial application date, but can take longer in certain circumstances. Other jurisdictions have their own procedures.
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We cannot offer any assurance that our licensees will obtain liquor licenses or that, once obtained, they will maintain their liquor licenses or be able to assign or transfer them if necessary. A license to sell alcoholic beverages in many cases requires annual renewal and may be revoked or suspended for cause, including any regulatory violation by the nightclub operating the license or its employees. Royalties for our business could decrease, if one or more of our licensees fails to maintain its liquor license.
“Cabaret” Licenses
Although not a requirement, our licensees typically request a cabaret license in connection with the operation of their nightclubs. Cabaret licenses are not a requirement in all states; however, some states mandate that such licenses be obtained prior to the operation of an adult nightclub. We believe our licensees comply with all regulatory laws regarding cabaret or an adult entertainment license; however, there is no assurance that any of their licenses will remain effective or that they could be assigned or transferred if necessary. If one or more of our licensees failed to maintain a required license, this could have a material or adverse effect on our cash flow and profitability.
Zoning Restrictions
Adult entertainment establishments must comply with local zoning restrictions which can be stringent. Although we expect our licensees to operate within “zoned” areas, we cannot make any assurances that local zoning regulations will remain constant, or that if changed, our licensees will be able to continue operations under our Scores brand name trademark. If zoning regulations were to restrict the operations of one or more of our licensees, this could have a material or adverse effect on our cash flow and profitability.
Trademarks
We hold trademark and/or service mark registrations in the United States. Such registrations were granted on various dates and are subject to renewal on various dates. Some of these trademarks are also registered in other jurisdictions outside of the United States. Applications have also been filed in the United States for other trademarks and/or service marks incorporating the SCORES word trademark, as well as others.
Our trademarks and service marks provide significant value to us and are an important factor in our business. We believe that our trademarks and service marks do not infringe the intellectual property rights of any third parties.
Available Information
Our Internet website is www.scoresholding.com. Information on our website should not be considered incorporated by reference into our filings with the SEC. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, under the SEC filings tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, the SEC maintains a website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
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ITEM 2. PROPERTIES.
As of July 1, 2008, West Side Realty of New York, Inc. (“WSR”), the owner of the West 27th Street Building, became the new lessor of our 700 square feet office occupancy at that location. Since April 1, 2009, the monthly rent, which includes overhead cost, has been $2,500. Robert M. Gans, the Company’s President, Chief Executive Officer, and majority shareholder, is the majority owner (80%) of WSR. The Company ceased leasing office space on December 31, 2020. The Company incurred rent expense of $-0- and $30,000 for the years ending December 31, 2021 and 2020.
The Company owed WSR $30,000 and $30,000 in unpaid rents as of December 31, 2021 and December 31, 2020, respectively.
ITEM 3. LEGAL PROCEEDINGS.
On or about July 27, 2018, Plaintiff Luisa Santos de Oliveira filed a Complaint against the Company and various other Defendants (the “Complaint”) alleging violations of both the Fair Labor Standard Act, as amended, 29 U.S.C. § 201 et seq (“FLSA”) and New York Labor Laws (“NYLLs”). Plaintiff claimed that Defendants failed, inter alia, to pay her (1) statutory minimum wages; (2) overtime wages; and (3) spread of hours and wages. In addition, Plaintiff alleged that she never received any notices from Defendants that Defendants were taking a tip credit (i.e. reducing Plaintiff’s hourly pay in light of the fact that Plaintiff was receiving tips). Nor did she allegedly receive written notices of her hourly pay and overtime rates of pay or an accurate wage statement with each payment of wages. Finally, Plaintiff claimed that she was not reimbursed for equipment costs and that Defendants misappropriated tips she received from customers. On or about November 20, 2018, Defendants filed their Answer to the Complaint denying the aforementioned claims. On March 25, 2021, after paper discovery was completed, Plaintiff voluntarily dismissed her Complaint, with prejudice, against the Company, pursuant to the Federal Rules of Civil Procedure § 41(a)(1)(A)(ii).
On September 5, 2019, the Company together with its subsidiary SLC filed a civil action in Supreme Court of New York, New York County against Scores Alabama. A cease and desist letter was sent. The Company finally entered into a license agreement as of March 5, 2020 with Cheetah Club, LLC for a club located in Huntsville, Alabama. They agreed to pay the arrears and then cease using the Scores brand by March 31, 2023. On April 11, 2023, the Company agreed to terminate the licensing agreement and settle this matter for $45,000, which was paid on May 23, 2023.
It should be noted as outlined below the results of two separate events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement.
First, effective February 28, 2017 (the “Effective Date”), the Company entered into separate Settlement Agreements (a “Royalty Settlement Agreement”) each with three licensees, IMO, Star Light and Swan (are sometimes referred to individually as a “Licensee” and collectively as the “Licensees”) controlled by Robert M. Gans, the Company’s President, Chief Executive Officer and a member of its Board of Directors. Pursuant to the Royalty Settlement Agreements, the Company forgave the repayment of a certain portion of unpaid, past-due royalties in return for the respective Licensees’ agreements to pay the remainder (the “Royalty Settlement Amount”) of the unpaid royalties, plus interest, to the Company. The Royalty Settlement Amount for each Licensee was represented by a promissory note.
IMO, Star Light and Swan owed the Company an aggregate of $255,406, $75,000, and $50,000 respectively in full settlement of unpaid royalties and other fees (the “Royalty Amount”). The settlement amounts were payable pursuant to promissory notes in monthly installments commencing March 1, 2017, and bears simple interest at the rate of 4% per year.
Robert M. Gans is a majority owner of the equity of each of the Licensees and guaranteed the payment of each Licensee’s obligations under each of the 3 Settlement Documents. The Licensees were not current with respect to their obligations under the Settlement Documents and the Company did not call upon Mr. Gans to honor his Guaranties.
Second, on April 3, 2016, 50 individuals purporting to be professional models and/or actresses collectively, (the “Plaintiffs”) filed a civil suit in the United States District Court for the Southern District of New York against the Company, I.M. Operating, LLC, The Executive Club, LLC, and Robert M. Gans, collectively the (the “Defendants”) alleging that images of Plaintiffs were used without their consent for commercial purposes on websites and social media outlets to promote gentlemen’s clubs operated by the Defendants or licensees of the Defendants (the “Lawsuit”) and (the “Voronina Matter).
In July 2018, the Company entered into a confidential settlement agreement (the “Settlement Agreement”) in the Voronina litigation, and on August 4, 2018, the Court entered an order dismissing the plaintiff’s claims against the Defendants with prejudice and settled the
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Plaintiffs claims in the Voronina matter for $1,310,000 (the “Voronina Settlement Agreement”). The Company had insufficient liquid resources to enable it to make a portion of the settlement payments called for by the Voronina Settlement Agreement. Metropolitan, made loans to the Company in the aggregate amount of $770,000 to enable the Company to make the payments under the Voronina Settlement Agreement. On December 1, 2018, the balance due Metropolitan inclusive of interest was $781,399.
Third, the past due amounts including principal and interest under the Royalty Settlement Agreements were $382,259 as of December 1, 2018. On this date the Company entered into an agreement (the “Settlement and Offset Agreement”) to offset the Royalty Amount owed to the Company against the Voronina Amount owed to Metropolitan, thereby reducing the amount owed by the Company to Metropolitan to $399,139 (the “Net Voronina Amount”) pursuant to the terms of a Settlement and Offset Agreement made by and among the Company, Star Light, Swan, Metropolitan and Robert M. Gans. The Net Voronina Amount is payable pursuant to a promissory note (the “Voronina Note”), which bears simple interest at the rate of 4% per annum, in 86 consecutive monthly installments of $5,000 and a final installment of $1,370, with the initial installment due and payable on February 1, 2022 (or the first business day thereafter). The Company may prepay the Voronina Note at any time, in whole or in part without premium or penalty. The Offset Agreement also provides for the immediate termination of the Royalty Settlement Agreements and the related promissory notes and guarantees. On March 28, 2022 the entire balance due of the Voronina Note in the amount of $373,068 was paid in full.
In an action entitled Jane Doe v. Scores Holding Company, Inc., Scores Licensing Corp., Tampa Food and Hospitality Corp., d/b/a Scores Tampa, et al, filed in the Circuit Court of the 13th Judicial Circuit, Hillsborough County, in the State of Florida, the Plaintiff states causes of action for negligence, negligence per se, battery, unjust enrichment, and sexual abuse of a minor stemming from allegations that she was a victim of sex trafficking through the Scores adult entertainment club located in Tampa, Florida (“Scores Tampa”). A motion to dismiss for, inter alia, lack of personal jurisdiction was denied. The undersigned was then substituted in as counsel in July of 2020 for the Company and its’ subsidiary, SLC. After completing discovery, the parties participated in a court ordered mediation and non-binding arbitration. Because the parties were not able to settle this matter, they participated in an arbitration hearing wherein both the Company and SLC argued that the case should not continue against them because the Company, as simply the owner of the “Scores” brand and trademarks, did not own, operate or otherwise control Scores Tampa or employ, manage, or otherwise control Plaintiff’s employment. The arbitrator found in favor of the Company and its’ subsidiary SLC; but, because the arbitration was non-binding, the case was set for trial. On the eve of trial, Plaintiff’s counsel sought and received permission from the Court to amend Plaintiff’s Complaint. They also indicated that they were not continuing their claims against the Company or SLC. Plaintiff then filed an Amended Complaint on July 19, 2023 that did not include the Company or SLC as defendants. As such, this legal proceeding is no longer pending against the Company or SLC.
On July 15, 2019, plaintiff Jeremy Green, a former consultant to Swan Media Group, Inc (“SMG”), commenced an action in U.S. District Court, Southern District of New York against Scores Holding Co., Inc., Scores Media Group LLC, Scores Digital Gaming LLC (“SDG”) and individual defendants Robert Gans and Charilaos Yioves seeking to recover from all defendants under various theories of breach of contract, unjust enrichment, promissory estoppels, fraudulent inducement and breach of implied duty of good faith and fair dealing.
On October 6, 2022 to avoid expense, inconvenience, and uncertainty of further litigation, the Company has agreed to settle this matter for $10,000. Greene will receive the settlement sum in two payments of $5,000 each. The first settlement payment was made upon execution of the settlement agreement and the second payment will be due thirty days after the first payment.
Finally, in an action entitled Jessica Hall v. Scores Holding Company, Inc., et al, filed in Federal Court, Southern District of New York, the Plaintiff claims that, while she worked at a an adult entertainment establishment located in New York, New Yor, commonly known as Scores NY, she was discriminated and retaliated against because of her race in violation of both Federal and State law. A motion for default judgment was denied, and Plaintiff was granted permission to file and serve an Amended Complaint. The likelihood of success on the merits is negligible because the Company, as simply the owner of the “Scores” brand and trademarks, did not own, operate or otherwise control Scores NY or employ, manage, or otherwise control Plaintiff’s employment. Towards that end, a motion for summary judgment was fully submitted on behalf of the Company on June 24, 2022. Unfortunately, the Court denied the Company’s motion because Plaintiff had not been given the opportunity to depose any witnesses. All depositions have since been taken. The parties are very close to settling this matter for a nominal amount. If the case cannot be settled, then the Company will submit a second motion seeking summary judgment, which should be granted given that both the documents and deposition testimony clearly show that the Company did not manage or otherwise control Plaintiff’s employment.
There are no other material legal proceedings pending to which the Company or any of its property is subject, nor to the Company’s knowledge are any such proceedings threatened.
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ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information.
Our common stock has been quoted on OTC Pink, a marketplace under the OTC Markets Group (formerly known as Pink OTC Markets and Pink Sheets) under the symbol “SCRH” since 2004.
Currently we are a “Pink No Information” company and a “stop” sign was placed on our Company. The Company may not be making material information publicly available. Buying or selling a security on the basis of material nonpublic material information is prohibited under Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5 and 10b5-1 thereunder. Violators may be subject to civil and criminal penalties.
The OTC Markets is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter, or the OTC, equity securities, and may not necessarily represent actual transactions.
On September 12, 2023, the closing price per share of our Common Stock as quoted on the OTC Pink was $.001 per share. During September 2020, the Company was delisted as result of the inability to timely file required annual and quarterly reports.
Holders
As of September 12, 2023, there were 578 record holders of our common stock.
Dividends
We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.
Recent Sales of Unregistered Securities
None.
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Securities Authorized For Issuance under Equity Compensation Plans
The following table sets forth information about our equity compensation plans as of December 31, 2021.
|
| Number of securities to |
| | |
| Number of securities |
| | be issued upon | | Weighted-average | | remaining available for | |
| | exercise of outstanding | | exercise price of | | future issuance under equity | |
| | options, warrants | | outstanding options, | | compensation plans (excluding | |
| | and rights | | warrants and rights | | securities reflected in column (a)) | |
Plan category | | (a) | | (b) | | (c) | |
Equity compensation plans approved by security holders |
| 0 | | $ | 0 |
| 0 |
Equity compensation plans not approved by security holders |
| 0 | | $ | 0 |
| 0 |
Total |
| 0 | | $ | 0 |
| 0 |
Quarter Ended | | High Bid | | Low Bid | ||
March 31, 2020 |
| $ | .000 |
| $ | .000 |
June 30, 2020 | | $ | .000 | | $ | .000 |
September 30, 2020 | | $ | .000 | | $ | .000 |
December 31, 2020 | | $ | .000 | | $ | .000 |
March 31, 2021 | | $ | .000 | | $ | .000 |
June 30, 2021 | | $ | .000 | | $ | .000 |
September 30, 2021 | | $ | .000 | | $ | .000 |
December 31, 2021 | | $ | .000 | | $ | .000 |
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate.
Summary of Critical Accounting Policies and Estimates
The following summary of our critical accounting policies is presented to assist in understanding our consolidated financial statements. The consolidated financial statements and notes are representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements. Additional information about our accounting policies and estimates may be found in Note 2 to our consolidated financial statements included in this report.
We make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. The accounting policies described below are those we consider critical in preparing our financial statements. Some of these policies include significant estimates made by management using information available at the time the estimates were made. However, these estimates could change materially if different information or assumptions were used.
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Revenue Recognition
Under Accounting Standards Codification Topic 606 Revenue from Contracts with Customers, “ASC 606”, revenue from the initiation fees are recognizable at a point in time (first month of the contract) and royalty revenues are recognized over time for those contracts with probable collections.
The Company’s license fee revenue is generated from royalties earned through intellectual property licensing agreements which permit the licensee to use the recognition and status of the Scores brand in order to promote their businesses. Under ASC 606, revenue is recognized throughout the life of the executed licensing agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over the service to its customer.
A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The Company’s customers typically receive the benefit of its services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.
Nature of goods and services
The following is a description of the Company’s products and services from which it generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:
i. Licensing Revenue
Licensing fees represent the fees the Company receives from the licensing of the Company’s Scores trademark. The terms of the royalties earned under these license agreements vary from a flat monthly fee to a percentage of the revenues of the licensee on a monthly basis. The licensing rights are transferred to the Company’s customers over time, and the Company recognizes licensing revenue over time because the customer will simultaneously receive and consume the benefit from the license as the performance occurs.
ii. Stand-Ready for Consulting and Club Set-up Services
The Company offers an initial set-up and consultation to new clubs in order to aid in the opening and operation. The services are provided within the first month of any licensing agreements, and sometimes are not requested by the licensee and therefore never provided at all.
Inflation
Although the effects of inflation vary by company the Company believes there are two issues wherein inflationary trends may affect their accounting and financial reporting.
Because inflation is most likely driving up the costs of acquiring goods and services the Company is looking for ways it can absorb or pass along those increased costs to its’ licensees.
In addition, inflation may result in renegotiating long-term contracts, such as leases or long-term licensing agreements, which in turn may have potential accounting implications. For example, depending on the terms, a modification to a licensing agreement may be necessary for the Company to continue to honor the agreement. All the licensing agreements have “good guy” termination provisions that allows a licensee upon proper and timely notification to terminate the licensing agreement and can be exercised as part of the renegotiating process.
Seasonality
Seasonality can be defined as periodic fluctuations and cycles in specific areas of a business following some pattern. It can be a calendar one like summer and spring or an economic one like the Christmas season.
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You can use the concept of seasonality in the analysis of stock prices and market trends, or a company can use it to improve working capital management. As an example, if a company usually has lower sales in the second quarter of the year, it can decrease inventory purchases to avoid overstocking.
Upon reviewing the Company’s past financial performance there does not seem to be any seasonality to the licensing of their intellectual property rights and trademarks. Although its’ licensees may experience some seasonal fluctuations in their business due to fluctuations in the local climate where they are located the Company’s revenue stream is unaffected by it.
Impact of COVID-19
As a result of the COVID-19 virus, during the first and second quarter of 2020, state and local governments have required all but certain essential businesses to close, including all eight clubs operating under the Scores name. The impact on such clubs’ revenue was material in 2020 and resulted in a significant decline in our royalty revenues.
Upon management’s evaluation of relevant hospitality industry conditions and events known as of the date that these financial statements are issued it is their belief the financial effects of the Covid 19 pandemic will not have a substantial or long term effect on the financial viability of the adult entertainment industry. There will be operational changes to be certain but not a consequentially detrimental impact on the industry.
That said it should be noted all royalty paying licensees have reopened and are current. In addition, cash collections increased from $235,000 during 2020 to $249,000 and $858,000 during 2021 and 2022 respectively.
Although there are fewer licensees and some of the licensing fees have been re-negotiated management believes the worst of the effects the Covid 19 pandemic are over. The lifting of many, if not all, gathering restrictions imposed by local government has vastly improved the appeal of adult entertainment oriented establishments. Consequently, the Company has seen a recent increase in the number of such establishments interested in utilizing the SCORES brand trademarks.
Results of Operations
The following is a discussion of the results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020.
Revenues:
Revenues decreased to $241,001 for the year ended December 31, 2021 from $263,142 for the year ended December 31, 2020.
Our licenses are structured such that we receive royalty payments representing a percentage of revenues of the licensee, or structured with a flat monthly rate. The foregoing decrease is a direct result of a decline in royalty revenues and COVID-19. Consequently, some licensees exercised their right under the force majeure provisions of the licensing agreement and were not obligated to pay licensee fees. Gradually as the COVID-19 restrictions eased licensees began to reopen at a renegotiated and lower licensee fee. As a result of the lingering effects of the COVID-19 virus we have continued to see a decrease in revenue.
Other Income/(Expense)
Total other expenses increased to $16,095 for the year ended December 31, 2021 from total other income of $32,447 for the year ended December 31, 2020. Total other expenses for the year ended December 31, 2021 was comprised of interest expense of $16,095. Total other income for the year ended December 31, 2020 was comprised of interest expense of $15,778 and other non-recurring income comprising of the reversal of prior year legal fees in the amount of $48,225.
General and Administrative Expenses:
General and administrative expenses for the years ended December 31, 2021 and 2020 were $371,928 and $387,254, respectively. Virtually all the decrease in operating expenses can be attributed to the decrease in salary expense and other expenses. Legal expenses, which are reflected in general and administrative expenses, attributable to ongoing litigation amounted to $61,321 for 2021 and $25,918 for 2020.
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Provision for Income Taxes
The provision for income taxes relates primarily to the greater of average assets and capital taxable income. The average assets and capital are not impacted by net operating losses.
Net Loss per share:
Our net loss was $147,022 or ($.00) per share for the year ended December 31, 2021 as compared to our net loss was $91,665 or ($.00) per share for the year ended December 31, 2020. The increase in net loss for the year ended December 31, 2021, was primarily due to the lingering effects of COVID-19.
Net loss per share data for both the years ended 2021 and 2020 is based on net loss available to common shareholders divided by the weighted average of the number of common shares outstanding.
Liquidity and Capital Resources
Various conditions such as the decrease in revenue, accumulated losses, significant debt, and the results of litigation raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The Company raised and intends to raise additional working capital through the continued licensing of its brand with its current and new operators. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company’s working capital requirements. To the extent that funds generated from any future use of licensing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Cash:
At December 31, 2021, we had $33,353 in cash and cash equivalents compared to $21,143 in cash and cash equivalents at December 31, 2020.
Operating Activities:
Net cash provided by operating activities for the years ended 2021 and 2020 was $12,210 and $11,812, respectively. The slight increase in cash provided by operating activities is related to the increase in contract liabilities and increase in accrued expenses, directly related to COVID-19.
Financing Activities:
Net cash provided by financing activities for the years ended 2021 and 2020 year was $-0- and $-0-, respectively.
Investing Activities:
Net cash provided by investing activities for the years ended 2021 and 2020 year was $-0- and $-0-, respectively.
Future Capital Requirements:
We have incurred significant losses since the inception of our business. Since our inception, we have been dependent on funding from private lenders and investors to conduct operations. As of December 31, 2021, we had an accumulated deficit of $7,138,682. As of December 31, 2021, we had total current assets of $211,404 and total current liabilities of $775,783 or negative working capital deficit of $564,379. As of December 31, 2020, we had an accumulated deficit of $6,991,660. As of December 31, 2020, we had total current assets of $99,981 and total current liabilities of $273,646 or negative working capital of $173,665. The increase in the amount of negative working capital deficit has been primarily attributable to the related party note payable becoming current.
We continued to collect licensing fees during 2020 to 2022 to fund current operations.
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As of December 31, 2021, we owed $30,000 in rent to our Westside Realty affiliate and $157,500 to our Metropolitan affiliate. As of December 31, 2020, we owed $30,000 in rent to our Westside Realty affiliate and $67,500 to our Metropolitan affiliate.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet debt, nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that may have a material current or future effect on financial conditions, changes in the financial conditions, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our audited consolidated financial statements as of, and for the years ended, December 31, 2021 and 2020 are included beginning immediately following the signature page to this report. See Item 15 for a list of the financial statements included herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
(a) Management’s Report on Disclosure Controls and Procedures
Under the supervision and with the participation of our senior management, consisting of Robert M. Gans, our chief executive officer, and Howard Rosenbluth, our chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded, as of the Evaluation Date, that as a result of certain deficiencies in our internal over financial reporting identified below, our disclosure controls and procedures were not effective to ensure that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer and secretary, as appropriate, to allow timely decisions regarding required disclosure
(b) Management’s Annual Report on Internal Control over Financial Reporting.
Management of Scores Holding Company, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. In evaluating the effectiveness of our internal control over financial reporting, management used the criteria set forth in the framework in Internal Control—Integrated Framework and the Internal Control over Financial Reporting – Guidance for Smaller Public Companies both issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this evaluation, management concluded that, as of December 31, 2021 our internal controls over financial reporting were not effective for the following reasons:
| ● | We did not maintain effective controls to timely generate information for use in the financial reporting close process. |
| ● | We did not maintain effective controls over the review of journal entries and account reconciliations to ensure that these entries and reconciliations were correct. |
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A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on its evaluation of internal control over financial reporting management determined that the control deficiencies identified above should be considered material weaknesses in our internal control over financial reporting.
Our management, including our chief executive officer and our chief financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.
As set forth below, management has taken or will take steps to remediate the control deficiencies identified above. Notwithstanding the control deficiencies described above, we have performed additional analyses and other procedures to enable management to conclude that our consolidated financial statements included in this Form 10-K fairly present, in all material respects, our financial condition and results of operations as of and for the year ended December 31, 2021.
Management’s Remediation Plan
In response to the deficiencies discussed above, we plan to continue efforts already underway to improve internal control over financial reporting, which include creating formal policies and procedures governing our financial statement close process, and control in the preparation, documentation, and review of journal entries and account reconciliations.
Management and our Board of Directors will continue to monitor these remedial measures and the effectiveness of our internal controls and procedures. Other than as described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(c) Changes in Internal Control over Financial Reporting.
Other than as discussed above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the last fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Executive Officers and Directors
The following table sets forth certain information, as of August 4, 2023, with respect to our directors and executive officers.
Directors serve until the next annual meeting of the stockholders, until their successors are elected or appointed and qualified, or until their prior resignation or removal. Officers serve until the next annual meeting of the Board of Directors, until their successors are elected or appointed and qualified, or until their prior resignation or removal.
|
| |
| |
| Date of Election |
Name | | Positions Held | | Age | | or Appointment as Director |
Robert M. Gans |
| President, Chief Executive Officer and Director |
| 80 |
| August 6, 2010 |
Martin Gans |
| Director |
| 87 |
| June 23, 2009 |
Howard Rosenbluth |
| Treasurer, Chief Financial Officer, Secretary and Director |
| 77 |
| April 21, 2009 |
Stephen J. Sabbeth |
| Director of Acquisitions and Licensing – Resigned effective August 5, 2021 |
| 75 |
| May 2009 |
The following is a brief account of the business experience during the past five years or more of our directors and executive officers.
Robert M. Gans. Mr. Gans has been our President, Chief Executive Officer and director since August 6, 2010. For the past forty-three years Robert M. Gans has owned and operated companies in the building materials business, as well as gentlemen’s clubs, restaurants, and several commercial and residential real estate properties. Mr. Gans has either been the President, Managing Member, or sole owner of all the companies in which he has been involved. None of the companies was or is a public company. The Board concluded that Mr. Gans should serve as a director of the Company because of his extensive experience in the management and operation of gentlemen’s clubs.
Martin Gans. Martin Gans, who became a director on June 23, 2009, has been retired since 2002. Prior to his retirement, Mr. Gans held managerial positions with The Nassau County Board of Elections, from 1994 to 2002, and with the Metropolitan New York hospitals, from 1990 to 1994. Mr. Gans has a MBA in Health Care Administration from George Washington University and a Bachelor’s degree in Economics from Hunter College. Mr. Gans served in the United States Army where he reached the rank of SP4. The Board concluded that Mr. Gans should serve as a director of the Company because of his managerial experience and the knowledge and experience he has attained through his service as a director of the Company.
Howard Rosenbluth. Mr. Rosenbluth has been our Treasurer, Chief Financial Officer and Secretary since August 6, 2010, and our director since April 21, 2009. Over the past five years, Mr. Rosenbluth has been an executive officer overseeing the financial operations for Metropolitan Mr. Rosenbluth received an MBA in Finance in 1975 from the University of Connecticut and has owned a consulting firm, a manufacturing company and a restaurant and has worked in public accounting and consulting for more than 35 years. The Board concluded that Mr. Rosenbluth should serve as a director of the Company because of his financial literacy and expertise, as well as his extensive experience in the management and operation of gentlemen’s clubs.
Stephen J. Sabbeth. (Resigned effective August 5, 2021.) Mr. Sabbeth has served as a consultant to us as our Director of Acquisitions and Licensing since May 2009. Mr. Sabbeth became an executive officer during 2015. His services to us includes leading the expansion of our licensing efforts throughout the U.S. and the Caribbean. As well, he assisted us in initiating and implementing gift card and guest loyalty systems for our licensees (which services he also provided to other entities in the hospitality industry). Over the past 9 years Mr. Sabbeth has provided management, marketing and administrative consulting services to various organizations requiring assistance from a seasoned and experienced professional. His clients principally have consisted of businesses involved in the restaurant, nightclub, adult entertainment, website, lumber and building supplies and intellectual property rights industries. Mr. Sabbeth has assisted his consulting clients with the creation and organization of Human Resource departments and ancillary employment related manuals and documentation. In addition, he has analyzed industry trends and customer preferences in the adult entertainment industry and assisted his clients in determining how best to allocate marketing and advertising resources. Mr. Sabbeth attended Hofstra University.
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Family Relationships
Robert M. Gans, our President, Chief Executive Officer and director, is the brother of Martin Gans, our director.
Except for above, there are no other family relationships between any of our directors or executive officers. There are no arrangements or understandings between our directors and directors and any other person pursuant to which they were appointed as an officer and director of the Company.
Board of Directors
None of our directors receives any remuneration for acting as such. Directors may, however, be reimbursed for their out-of-pocket expenses, if any, for attendance at meetings of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees. No such committees have been established to date. Accordingly, we do not have an audit committee or an audit committee financial expert.
Given the small size of the Company’s board of directors and the limited number of independent directors over the Company’s history, the board has determined that it is appropriate for the entire board of directors to act as its audit committee, which has resulted in the directors who are also executive officers serving on its audit committee. Similarly, we do not have a nominating committee or a committee performing similar functions. We have not implemented procedures by which our security holders may recommend board nominees to us but expect to do so in the future.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities (“Reporting Persons”), to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4 and annual reports concerning their ownership on Form 5. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of copies of such reports and representations from Reporting Persons, we believe that during the fiscal year ended December 31, 2020, the Reporting Persons timely filed all such reports.
Director Independence
We are not subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board of Directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “Independent Directors.”
Involvement in Certain Legal Proceedings
During the past ten years no current director, executive officer, promoter or control person of the Company has been involved in the following:
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Code of Ethics
August 4, 2023, we have not adopted a code of ethics for financial executives, which include our Chief Executive Officer, Chief Financial Officer or persons performing similar functions. Our decision not to adopt such a code of ethics results from our having only a limited number of officers and directors operating as management. We believe that as a result of the limited interaction which occurs having such a small management structure eliminates the current need for such a code.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2021 and 2020 to (i) all individuals that served as our chief executive officer and our chief financial officer or acted in similar capacities for us at any time during the fiscal years ended December 31, 2021 and 2020 and (ii) all individuals that served as
18
executive officers of ours at any time during the fiscal year ended December 31, 2021 and 2020 that received annual compensation during such fiscal years in excess of $100,000 (collectively, the “named executive officers”).
Summary Compensation Table
| | | | | | | | | | | | | | | | | | |
|
| |
| |
| |
| |
| |
| |
| Nonqualified |
| |
| |
| | | | | | | | | | | | Non-Equity | | Deferred | | | | |
| | | | | | | | Stock | | Option | | Incentive Plan | | Compensation | | All Other | | |
| | | | Salary | | Bonus | | Awards | | Awards | | Compensation | | Earnings | | Compensation | | Total |
Name and Principal Position | | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) |
Robert M. Gans, |
| 2021 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
Chief Executive Officer |
| 2020 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| | | | | | | | | | | | | | | | | | |
Howard Rosenbluth, |
| 2021 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
Chief Financial Officer |
| 2020 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| | | | | | | | | | | | | | | | | | |
Stephen J. Sabbeth |
| 2021 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
Director of Acquisitions and Licensing |
| 2020 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 56,187 |
| 56,187 |
We have not issued any stock options or maintained any stock option or other incentive plans other than our 2010 Plan, which was adopted by our board but never approved by our shareholders. (See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Securities Authorized for Issuance Under Equity Compensation Plans” above.) We have no other plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.
Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the Company or a change in a named executive officer’s responsibilities following a change in control.
Effective January 1, 2013, we entered into a management services agreement with Metropolitan Lumber, Hardware and Building Supplies, Inc., pursuant to which Metropolitan provides management and other services to us, including the services of Robert M. Gans and Howard Rosenbluth to act as executive officers of the Company. In consideration of the services, we pay Metropolitan a fee in the amount of $30,000 per year. The agreement may be terminated by either party upon ten days’ written notice. Mr. Gans is the sole owner of Metropolitan On May 5, 2015, we entered into an amendment, effective as of January 1, 2015, to our management services agreement with Metropolitan Pursuant to the amendment, the fee we pay MLH for the management and other services it provides to us was increased from $30,000 per year to $90,000 per year, payable quarterly in arrears. In addition, the agreement as amended provides that MLH will be eligible for a discretionary cash bonus based on (i) MLH’s performance throughout the relevant fiscal year (or portion thereof) of the Company; and (ii) the Company’s performance throughout such fiscal year (or portion thereof). Effective January 1, 2017, the agreement was further amended to remove the requirement that the services of Robert M. Gans be provided under the agreement. The Board of Directors is responsible for establishing and implementing performance goals and a performance-based bonus plan, and the amount of the bonus, if any, will be determined by the Board in accordance with such plan. The agreement as amended does not guarantee MLH a bonus for any year (or portion thereof). As of the date of this report, the agreement as amended is still in full force and effect. As of December 31, 2021 and 2020, the Company owed Metropolitan $157,500 and $67,500 in unpaid management services, respectively.
Outstanding Equity Awards at 2021 Fiscal Year-End
For the year ended December 31, 2021, there were no unexercised options, stock that has not vested or equity incentive plan awards held by any of the Company’s named executive officers.
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Compensation of Directors
None of our directors receives any compensation for serving as such, for serving on committees of the Board of Directors or for special assignments. During the fiscal years ended December 31, 2021 and 2020 there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors. The following table shows compensation earned by each of our non-officer directors for the year ended December 31, 2021.
| | | | | | | | | | | | | | |
|
| Fees |
| |
| |
| |
| |
| |
| |
| | Earned | | | | | | Non-Equity | | Nonqualified | | | | |
| | or | | | | | | Incentive | | Deferred | | | | |
| | Paid in | | Stock | | Option | | Plan | | Compensation | | All Other | | |
| | Cash | | Awards | | Awards | | Compensation | | Earnings | | Compensation | | Total |
Name | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) |
Martin Gans |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of September 12, 2023 by (i) each person or entity known by us to be the beneficial owner of more than 5% of our common stock, (ii) each of our directors, (iii) each named executive officer and (iv) all of our directors and executive officers as a group.
The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of such date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse. The addresses for our executive officers and directors are c/o Scores Holding Company, Inc., 34-35 Steinway Street, Long Island City, New York 11101.
|
| |
| Amount and Nature |
| |
|
Name and Address | | | | of Beneficial | | Percent of |
|
of Beneficial Owner | | Title of Class | | Ownership | | Class (1) |
|
Robert M. Gans (2) |
| Common Stock |
| 88,900,230 | (2) | 53.8 | % |
| | | | | | | |
Howard Rosenbluth |
| Common Stock |
| ‑0‑ |
| 0.0 | % |
| | | | | | | |
Martin Gans |
| Common Stock |
| ‑0‑ |
| 0.0 | % |
| | | | | | | |
Stephen J. Sabbeth |
| Common Stock |
| 2,000 | (3) | * | |
| | | | | | | |
All directors and executive officers as a group (4 persons) |
| Common Stock |
| 88,902,230 | (2) | 53.8 | % |
| | | | | | | |
Mitchell’s East LLC (2) |
| |
| | | | |
617 Eleventh Avenue | | | | | | | |
New York, NY 10036 | | Common Stock | | 88,900,230 | (2) | 53.8 | % |
| | | | | | | |
Estate of William Osher (4) |
| |
| | | | |
2955 Shell Road | | | | | | | |
Brooklyn, NY | | Common Stock | | 14,552,726 | (2) | 8.81 | % |
* |
| Less than 1%. |
|
|
|
| |
| (1) | Based upon 165,186,144 shares of Common Stock issued and outstanding as at August 4, 2023. |
20
| (2) | Robert M. Gans is the sole owner of Mitchell’s East LLC. The principal business address of Mr. Gans is 34-35 Steinway Street Long Island City, NY 11101. Does not include 13,886,059 shares of Common Stock currently held of record by William Osher, deceased, of which Harvey Osher (“H. Osher”) claims title and which H. Osher has agreed to transfer to Mitchell’s East LLC pursuant to the Stock Purchase Agreement whereby Mr. Gans purchased any rights of H. Osher to such shares. |
| (3) | Mr. Sabbeth owns these shares directly. |
| (4) | William Osher passed away in August, 2007. H. Osher claims all right and title to and interest in these shares of Common Stock and has agreed to transfer them to Mitchell’s East LLC pursuant to the Stock Purchase Agreement. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
On January 27, 2009, the Company entered into a licensing agreement with its affiliate through common ownership I.M. Operating LLC (“IMO”) for the use of the Scores brand name “Scores New York”. Robert M. Gans is the majority owner (72%) of IMO and is also the Company’s majority shareholder and chief executive officer and Howard Rosenbluth, the Company’s Treasurer and a Director, owns 2%. IMO owes the Company a royalty receivable of $0 and $0 as of December 31, 2021 and December 31, 2020, respectively.
On August 31, 2017, IMO entered into an agreement to sell all of its assets to Club Azure LLC (“CA”). Effective September 1, 2017, IMO no longer operated Scores New York and terminated its licensing agreement with the Company. Mark Yackow, an unrelated party, is the sole owner (100%) of CA and former Chief Operating Officer of IMO. Effective September 1, 2017, the Company granted an exclusive, non-transferable license for the use of the “Scores New York” to CA for its gentlemen’s club in New York City. On March 16th 2020 New York City Mayor Bill De Blasio ordered the closure of all New York City nightclubs, theaters, restaurants and concert venues in an effort to slow down the spread of Covid 19 and to protect ourselves against it. As a result of this closure order and effective March 17th 2020 the above business entity closed and has been closed since.
The Company previously leased office space directly from Westside Realty of New York, Inc. (“WSR”), the owner of the West 27th Street Building. The majority owner of WSR (80%) is Robert M. Gans. Since April 1, 2009, the monthly rent has been $2,500 per month including overhead costs. This lease was terminated on December 31, 2020. The Company incurred rent expense of $-0- and $30,000 for the years ending December 31, 2021 and 2020, respectively. The Company owed WSR $30,000 and $30,000 in unpaid rents as of December 31, 2021 and December 31, 2020, respectively.
Effective January 1, 2013, the Company entered into a management services agreement with Metropolitan pursuant to which Metropolitan provides management and other services to the Company, including the services of Robert M. Gans and Howard Rosenbluth to act as executive officers of the Company. In consideration of the services, the Company paid Metropolitan a fee in the amount of $30,000 per year. Effective May 5, 2015, the agreement was amended increasing the annual fee to $90,000. Effective January 1, 2017, the agreement was further amended to remove the requirement that the services of Robert M. Gans to be provided under the agreement. In addition, Metropolitan shall be eligible for a discretionary cash bonus. The agreement may be terminated by either party upon ten days written notice. Mr. Gans is the sole owner of Metropolitan. The Company incurred management fees of $90,000 for the years ending December 31, 2021 and 2020. The Company owed $157,500 and $67,500 in unpaid management services as of December 31, 2021 and December 31, 2020, respectively.
The Company had accrued expenses of $7,500 due to Metropolitan and was repaid in December 2021. The Company owed $0 and $7,500 as of December 31, 2021 and December 31, 2020, respectively.
It should be noted as outlined below the results of two separate events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement.
First, effective February 28, 2017 (the “Effective Date”), the Company entered into separate Settlement Agreements (a “Royalty Settlement Agreement”) each with three licensees, IMO, Star Light and Swan (are sometimes referred to individually as a “Licensee” and collectively as the “Licensees”) controlled by Robert M. Gans, the Company’s President, Chief Executive Officer and a member of its Board of Directors. Pursuant to the Royalty Settlement Agreements, the Company forgave the repayment of a certain portion of unpaid, past-due royalties in return for the respective Licensees’ agreements to pay the remainder (the “Royalty Settlement Amount”) of the unpaid royalties, plus interest, to the Company. The Royalty Settlement Amount for each Licensee was represented by a promissory note.
21
IMO, Star Light and Swan owed the Company an aggregate of $255,406, $75,000, and $50,000 respectively in full settlement of unpaid royalties and other fees (the “Royalty Amount”). The settlement amounts were payable pursuant to promissory notes in monthly installments commencing March 1, 2017, and bears simple interest at the rate of 4% per year.
Robert M. Gans is a majority owner of the equity of each of the Licensees and guaranteed the payment of each Licensee’s obligations under each of the 3 Settlement Documents. The Licensees were not current with respect to their obligations under the Settlement Documents and the Company did not call upon Mr. Gans to honor his Guaranties.
Second, on April 3, 2016, 50 individuals purporting to be professional models and/or actresses collectively, (the “Plaintiffs”) filed a civil suit in the United States District Court for the Southern District of New York against the Company, I.M. Operating, LLC, The Executive Club, LLC, and Robert M. Gans, collectively the (the “Defendants”) alleging that images of Plaintiffs were used without their consent for commercial purposes on websites and social media outlets to promote gentlemen’s clubs operated by the Defendants or licensees of the Defendants (the “Lawsuit”) and (the “Voronina Matter”).
In July 2018, the Company entered into a confidential settlement agreement (the “Settlement Agreement”) in the Voronina litigation, and on August 4, 2018, the Court entered an order dismissing the plaintiff’s claims against the Defendants with prejudice and settled the Plaintiffs claims in the Voronina matter for $1,310,000 (the “Voronina Settlement Agreement. The Company had insufficient liquid resources to enable it to make a portion of the settlement payments called for by the Voronina Settlement Agreement. Metropolitan, made loans to the Company in the aggregate amount of $770,000 to enable the Company to make the payments under the Voronina Settlement Agreement. On December 1, 2018, the balance due Metropolitan inclusive of interest was $781,399.
Third, the past due amounts including principal and interest under the Royalty Settlement Agreements were $382,259 as of December 1, 2018. On this date the Company entered into an agreement (the “Settlement and Offset Agreement”) to offset the Royalty Amount owed to the Company against the Voronina Amount owed to Metropolitan, thereby reducing the amount owed by the Company to Metropolitan to $399,139 (the “Net Voronina Amount”) pursuant to the terms of a Settlement and Offset Agreement made by and among the Company, Star Light, Swan, Metropolitan and Robert M. Gans. The Net Voronina Amount is payable pursuant to a promissory note (the “Voronina Note”), which bears simple interest at the rate of 4% per annum, in 86 consecutive monthly installments of $5,000 and a final installment of $1,370, with the initial installment due and payable on February 1, 2022 (or the first business day thereafter). The Company may prepay the Voronina Note at any time, in whole or in part without premium or penalty. The Offset Agreement also provides for the immediate termination of the Royalty Settlement Agreements and the related promissory notes and guarantees. On March 28, 2022 the entire balance due of the Voronina Note in the amount of $373,068 was paid in full.
The total amounts due to the various related parties as of December 31, 2021 and December 31, 2020, was $561,846 and $464,692 respectively and the total amounts due to the Company from the various related parties as of December 31, 2021 and December 31, 2020, was $0 and $0, respectively.
Director Independence
Our Board of Directors has considered the independence of its directors in reference to the definition of “independent director” established by the Nasdaq Marketplace Rule 5605(a)(2). In doing so, the Board has reviewed all commercial and other relationships of each director in making its determination as to the independence of its directors. After such review, the Board has determined that none of our directors qualifies as independent under the requirements of the Nasdaq listing standards.
22
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees
The aggregate fees billed to us by RBSM LLP, our independent registered public accounting firm, for services rendered during the fiscal years ended December 31, 2021 and 2020 are set forth in the table below:
|
| Fiscal year ended |
| Fiscal year ended | ||
Fee Category | | December 31, 2021 | | December 31, 2020 | ||
Audit Fees (1) | | $ | 55,000 | | $ | 55,000 |
Audit-Related Fees (2) | |
| — | |
| — |
Tax Fees (3) | |
| 5,000 | |
| 5,000 |
All Other Fees (4) | |
| — | |
| — |
Total Fees | | $ | 60,000 | | $ | 60,000 |
| (1) | Audit fees consists of fees incurred for professional services rendered for the audit of annual consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements. |
| (2) | Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit fees.” |
| (3) | Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice. |
| (4) | All other fees consist of fees billed for all other services. |
Audit Committee’s Pre-Approval Practice.
Inasmuch as we do not have an audit committee, our Board of Directors performs the functions of an audit committee. Section 10A(i) of the Exchange Act prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the Board of Directors (in lieu of the audit committee) or unless the services meet certain de-minimis standards.
All audit services were approved by our Board of Directors.
23
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Financial Statement Schedules.
The consolidated financial statements of Scores Holding Company, Inc. are listed on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.
All financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
Exhibits.
The following Exhibits are being filed with this Annual Report on Form 10-K:
Exhibit |
| SEC Report |
| Description |
3.1 |
| 3(i) |
| Certificate of Incorporation of Scores Holding Company, Inc. (1) |
|
|
|
| |
3.2 |
| 3(ii) |
| |
|
|
|
| |
10.1 |
| 10.38 |
| Sublicense Agreement, dated January 24, 2006, between the Registrant and AYA Entertainment, Inc. (4) |
|
|
|
| |
10.2 |
| 10.47 |
| License Agreement, dated January 27, 2009, between the Registrant and I.M. Operating LLC (6) |
|
|
|
| |
10.3 |
| 10.4 |
| |
|
|
|
| |
10.4 |
| 10.15 |
| |
|
|
|
| |
10.5 |
| 10.18 |
| |
|
|
|
| |
10.6 |
| 10.4 |
| |
|
|
|
| |
10.7 |
| 10.10.1 |
| |
|
|
|
| |
10.8 |
| 10.1 |
| License Agreement between Scores Holding Company, Inc. and Scores Licensing Corp. (8) |
|
|
|
| |
10.9 |
| 10.2 |
| Trademark License Agreement between Scores Licensing Corp. and Star Light Events LLC (8) |
|
|
|
| |
10.10 |
| 10.13 |
|
24
Exhibit |
| SEC Report |
| Description |
10.11 |
| 10.14 |
| |
|
|
|
|
|
10.12 |
| 10.15 |
| |
|
|
|
|
|
10.13 |
| 10.16 |
| |
|
|
|
|
|
10.14 |
| 10.17 |
| |
|
|
|
|
|
10.15 |
| 10.18 |
| |
|
|
|
|
|
10.16 |
| 10.1 |
| |
|
|
|
|
|
21 |
| 21 |
| |
|
|
|
|
|
31.1 |
| * |
| |
|
|
|
|
|
31.2 |
| * |
| |
|
|
|
|
|
32.1 |
| * |
| |
|
|
|
|
|
32.2 |
| * |
| |
|
|
|
|
|
101.INS |
| * |
| XBRL INSTANCE DOCUMENT |
|
|
|
|
|
101.SCH |
| * |
| XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT |
|
|
|
|
|
101.CAL |
| * |
| XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT |
|
|
|
|
|
101.DEF |
| * |
| XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT |
|
|
|
|
|
101.LAB |
| * |
| XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT |
|
|
|
|
|
101.PRE |
| * |
| XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT |
104 | | | | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
* | Filed herewith. |
25
| (1) | Filed with the Securities and Exchange Commission on November 14, 2013 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, which exhibit is incorporated herein by reference. |
| (2) | Filed with the Securities and Exchange Commission on April 4, 1997 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended November 30, 1996, which exhibit is incorporated herein by reference. |
| (3) | Filed with the Securities and Exchange Commission on April 23, 2003 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2002, which exhibit is incorporated herein by reference. |
| (4) | Filed with the Securities and Exchange Commission on May 17, 2007 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2006, which exhibit is incorporated herein by reference. |
| (5) | Filed with the Securities and Exchange Commission on February 2, 2009 as an exhibit, numbered as indicated above, to the Registrant’s Current Report on Form 8-K dated February 2, 2009, which exhibit is incorporated herein by reference. |
| (6) | Filed with the Securities and Exchange Commission on April 15, 2009 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, which exhibit is incorporated herein by reference. |
| (7) | Filed with the Securities and Exchange Commission on August 13, 2010 as an exhibit, numbered as indicated above, to the Registrant’s Current Report on Form 8-K dated August 5, 2010, which exhibit is incorporated herein by reference. |
| (8) | Filed with the Securities and Exchange Commission on December 27, 2013 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which exhibit is incorporated herein by reference. |
| (9) | Filed with the Securities and Exchange Commission on May 12, 2015 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which exhibit is incorporated herein by reference. |
| (10) | Filed with the Securities and Exchange Commission on April 10, 2017 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, which exhibit is incorporated herein by reference. |
| (11) | Filed with the Securities and Exchange Commission on May 2, 2019 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 which exhibit is incorporated herein by reference. |
ITEM 16. FORM 10-K SUMMARY.
None.
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 20, 2023 | SCORES HOLDING COMPANY, INC. | |
| By: | /s/ Robert M. Gans |
|
| Robert M. Gans |
|
| Chief Executive Officer |
|
| (Principal Executive Officer) |
| By: | /s/ Howard Rosenbluth |
|
| Howard Rosenbluth |
|
| Chief Financial Officer |
|
| (Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE |
| TITLE |
| DATE |
|
|
|
| |
/s/ Robert M. Gans |
| President, Chief Executive Officer (Principal Executive Officer), Director |
| September 20, 2023 |
Robert M. Gans |
|
|
| |
|
|
|
| |
/s/ Howard Rosenbluth |
| Chief Financial Officer (Principal Financial Officer), Director |
| September 20, 2023 |
Howard Rosenbluth |
|
|
| |
|
|
|
| |
/s/ Martin Gans |
| Director |
| September 20, 2023 |
Martin Gans |
|
|
|
27
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID | | F-2 |
| F-3 | |
| F-4 | |
| F-5 | |
| F-6 | |
Scores Holding Company, Inc. and Subsidiary Notes to Consolidated Financial Statements | | F-7 |
F-1
Report of Independent Registered Public Accounting Firm
The Stockholders and the Board of Directors of
Scores Holding Company, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Scores Holding Company, Inc. (the “company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two year period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on the company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there were no critical audit matters.
/s/
We have served as the company’s auditor since 2012.
September 20, 2023
F-2
SCORES HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
| | | | | | |
|
| December 31, |
| December 31, | ||
| | 2021 | | 2020 | ||
| | | | | | |
ASSETS |
| |
|
| |
|
| | | | | | |
CURRENT ASSETS: |
| |
|
| |
|
Cash and cash equivalents | | $ | | | $ | |
Trade receivables, net of allowance of $ | |
| | |
| |
Prepaid expenses | |
| | |
| |
| | | | | | |
Total Current Assets | |
| | |
| |
| | | | | | |
TOTAL ASSETS | | $ | | | $ | |
| | | | | | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
|
| |
|
|
| | | | | | |
CURRENT LIABILITIES: | |
|
| |
|
|
Accounts payable and accrued expenses | | $ | | | $ | |
Accrued expenses, related party | |
| — | |
| |
Related party loan payable | | | | | | — |
|
| | |
| | |
| | | | | | |
Total Current Liabilities | |
| | |
| |
| | | | | | |
| | — | | | | |
Contract Liabilities | | | | | | |
| | | | | | |
TOTAL LIABILITIES | |
| | |
| |
| | | | | | |
Commitments and Contingencies (Note 7) | |
| |
| ||
| | | | | | |
STOCKHOLDERS’ DEFICIT | |
|
| |
|
|
Preferred stock, $ | |
| |
| ||
Common stock, $ | |
| | |
| |
Additional paid-in capital | |
| | |
| |
Accumulated deficit | |
| ( | |
| ( |
| | | | | | |
Total Stockholders’ Deficit | |
| ( | |
| ( |
| | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | | $ | | | $ | |
See notes to the consolidated financial statements.
F-3
SCORES HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
| | Years Ended December 31, | ||||
|
| 2021 |
| 2020 | ||
| | | | | | |
REVENUES | | | |
| |
|
| | | | | | |
Royalty Revenue | | $ | | | $ | |
| | | | | | |
Total Revenue | |
| | |
| |
| | | | | | |
OPERATING EXPENSES | |
|
| |
|
|
| | | | | | |
General and Administrative Expenses | |
| | |
| |
| | | | | | |
LOSS FROM OPERATIONS | |
| ( | |
| ( |
| | | | | | |
OTHER INCOME/(EXPENSE) | |
| | |
| |
| | | | | | |
Other income | | | — | | | |
Interest Expense, net | |
| ( | |
| ( |
| | | | | | |
TOTAL OTHER INCOME/( EXPENSE) | |
| ( | |
| |
| | | | | | |
NET LOSS BEFORE INCOME TAXES | |
| ( | |
| ( |
| | | | | | |
INCOME TAXES | |
| — | |
| |
| | | | | | |
NET LOSS | | $ | ( | | $ | ( |
| | | | | | |
NET LOSS PER SHARE-Basic and Diluted | | $ | ( | | $ | ( |
| | | | | | |
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING-Basic and Diluted | |
| | |
| |
See notes to the consolidated financial statements.
F-4
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Years Ended | ||||
| | December 31, | ||||
|
| 2021 |
| 2020 | ||
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
| |
|
Net Loss | | $ | ( | | $ | ( |
| | | | | | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
|
| |
|
|
Recovery of bad debts | |
| | |
| ( |
| | | | | | |
Changes in operating assets and liabilities: | |
|
| |
|
|
Trade receivable | | | ( | | | |
Prepaid expenses | |
| ( | |
| ( |
Accounts payable and accrued expenses | |
| | |
| ( |
Accrued expenses, related party | |
| ( | |
| |
Accrued interest, related party | | | | | | |
Contract liabilities | | | | | | |
Related party payables | | | | | | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | |
| | |
| |
| | | | | | |
CASH FLOW FROM INVESTING ACTIVITES: | | | | | | |
| | | | | | |
CASH FLOW FROM FINANCING ACTIVITIES: | |
| | |
| |
| | | | | | |
NET INCREASE IN CASH | |
| | |
| |
Cash and cash equivalents - beginning of period | |
| | |
| |
Cash and cash equivalents - end of period | | $ | | | $ | |
| | | | | | |
Supplemental disclosures of cash flow information: | |
|
| |
|
|
Cash paid during the period for interest | | $ | | | $ | |
Cash paid for income taxes | | $ | | | $ | |
Supplemental disclosure of cash flows from noncash investing and financing activities | | $ | | | $ | |
See notes to the consolidated financial statements.
F-5
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS” DEFICIT
YEARS ENDED DECEMBER 31, 2021 and 2020
| | | | | | | Additional | | | | | Total | ||
| | Common Stock | | Paid in | | Accumulated | | Stockholders’ | ||||||
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2019 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | |
Net Loss | | | |
| | |
| | |
| ( | |
| ( |
| | | | | | | | | | | | | | |
Balance as of December 31, 2020 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | |
Net Loss |
| | |
| | |
| | |
| ( | |
| ( |
| | | | | | | | | | | | | | |
Balance as of December 31, 2021 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
See notes to the consolidated financial statements.
F-6
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 1. Organization
BASIS OF PRESENTATION
Scores Holding Company, Inc. (the “Company”) is a Utah corporation, formed in September 1981 and located in New York, NY. Originally incorporated as Adonis Energy, Inc., the Company adopted its current name in July 2002. The Company is a licensing company that utilizes the “SCORES” name and trademark for licensing options.
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements of the Company include the accounts of Scores Licensing Corp. (“SLC”).
Note 2. Summary of Significant Accounting Principles
Going Concern
As of December 31, 2021, the Company has accumulated deficit totaling $
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Pursuant to ASC 205-40 in preparing financial statements for each annual and interim reporting period, management must evaluate whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued.
COVID-19
As a result of the COVID-19 virus, state and local governments have required all but certain essential businesses to close, including all clubs operating under the Scores name. The impact on such clubs’ revenue was material in 2020 and resulted in a significant decline in our royalty revenues that continued in 2021.
Upon management’s evaluation of relevant hospitality industry conditions and events known as of the date that these financial statements are issued it is their belief the financial effects of the Covid 19 pandemic will not have a substantial or long term effect on the financial viability of the adult entertainment industry. There will be operational changes to be certain but not a consequentially detrimental impact on the industry.
That said it should be noted all royalty paying licensees have reopened. In addition, cash collections increased from $
Although there are fewer licensees and some of the licensing fees have been re-negotiated management believes the worst of the effects the Covid 19 pandemic are over. The lifting of many, if not all, gathering restrictions imposed by local government has vastly improved the appeal of adult entertainment-oriented establishments. Consequently, the Company has seen a recent increase in the number of such establishments interested in utilizing the SCORES brand trademarks.
F-7
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Inter-company items and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Significant areas requiring the use of management estimates include, but are not limited to, the allowance for doubtful accounts and valuation allowance on deferred taxes. Actual results could differ materially from such estimates under different assumptions or circumstances.
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 $
Fair Value of Financial Instruments
The carrying value of cash and accrued expenses, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value.
The Company utilizes the methods of fair value measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
Accounts receivable and reserves
Accounts deemed uncollectible are applied against the allowance for doubtful accounts. Allowance for doubtful accounts as of December 31, 2021 and 2020 were $
Contract liabilities
Contract liabilities are cash collected from customers where collection is not considered probable and is therefore deferred until such time as collection is considered probable or the contract is terminated.
F-8
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Income per Share
Under ASC 260-10-45, “Earnings Per Share”, basic income (loss) per common share is computed by dividing the income (loss) applicable to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted income (loss) per common share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. As of December 31, 2021 and 2020, there were no common stock equivalents. Accordingly, the weighted average number of common shares outstanding for the years ended December 31, 2021 and 2020, respectively, is the same for purposes of computing both basic and diluted net income per share for such years.
Revenue Recognition
Under ASC 606, revenue from the initiation fees are recognizable at a point in time (first month of the contract) and royalty revenues are recognized over time for those contracts with probable collections.
The Company’s license fee revenue is generated from royalties earned through intellectual property licensing agreements which permit the licensee to use the recognition and status of the Scores brand in order to promote their businesses. Under ASC 606, revenue is recognized throughout the life of the executed licensing agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over the service to its customer.
A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The Company’s customers typically receive the benefit of its services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.
Contract Liabilities arise when the company collects cash from a customer where collection is not considered probable and therefore deferred until such time as collection is probable or the contract is terminated.
Nature of goods and services
The following is a description of the Company’s products and services from which it generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:
i. Licensing Revenue
Licensing fees represent the fees the Company receives from the licensing of the Company’s Scores trademark. The terms of the royalties earned under these license agreements vary from a flat monthly fee to a percentage of the revenues of the licensee on a monthly basis. The licensing rights are transferred to the Company’s customers over time, and the Company recognizes licensing revenue over time because the customer will simultaneously receive and consume the benefit from the license as the performance occurs.
ii. Stand-Ready for Consulting and Club Set-up Services
The Company offers an initial set-up and consultation to new clubs in order to aid in the opening and operation. The services are provided within the first month of any licensing agreements, and sometimes are not requested by the licensee and therefore never provided at all.
Concentration of Credit Risk
The Company received royalty revenues from
F-9
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
The Company received royalty revenues from
With regards to December 31, 2021, concentrations of revenue from
With regards to December 31, 2020, concentrations of revenue from
Commitments and Contingencies
In the ordinary course of our business, we are involved in certain legal proceedings and other claims. In determining whether a loss should be accrued, we evaluate, among other factors, the probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. As additional information becomes available, we reassess the potential liability related to our pending litigation and other contingencies and revise our estimates as applicable. Revisions of our estimates of the potential liability could materially impact our results of operations. Additionally, if the final outcome of such litigation and contingencies differs adversely from that currently expected, it would result in a charge to operating results when determined.
See Note 9 for commitments and contingencies.
Related Party Transactions
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. See Note 4 for related party transactions.
Recently Issued Accounting Standards Update
Credit loss
In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326). ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact on the Company’s consolidated financial statements.
All other accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.
F-10
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 3. Disaggregation of Revenue
In the following table, revenue is disaggregated by major products/service lines, and timing of revenue recognition:
| | For the Years Ended | ||||
| | December 31, | ||||
|
| 2021 |
| 2020 | ||
Major products/service lines |
| | | | | |
Licensing fees - royalty revenue | | $ | | | $ | |
Initiation fees | | | | | | |
Total Revenue | | $ | | | $ | |
| | | | | | |
Timing of revenue recognition | | | | | | |
Products transferred at a point in time | | $ | | | $ | |
Products and services transferred over time | | | | | | |
| | $ | | | $ | |
Contract balances
The following table provides information about receivables, assets, and liabilities from contracts with customers:
|
| December 31, |
| December 31, | ||
| | 2021 | | 2020 | ||
Assets |
| |
|
| |
|
Trade receivables, net | | $ | | | $ | |
Liabilities | |
|
| |
|
|
Contracted liabilities | | $ | | | $ | |
Contracted liabilities - long term | | $ | | | $ | |
|
| December 31, |
| December 31, | ||
| | 2021 | | 2020 | ||
Contract liabilities | | | | | | |
Opening | | $ | | | $ | |
Additions | |
| | |
| |
Transfer to revenue | |
| | |
| ( |
Ending | | $ | | | $ | |
Contract receivables are recorded at the invoiced amount and do not bear interest. Credit is extended based on the evaluation of a customer’s financial condition and collateral is not required.
The contract liabilities primarily relate to amounts billed in advance of performance obligations being satisfied are booked as deferred revenue.
F-11
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 4. Related-Party Transactions
Transactions with Common ownership affiliates:
On January 27, 2009, the Company entered into a licensing agreement with its affiliate through common ownership I.M. Operating LLC (“IMO”) for the use of the Scores brand name “Scores New York”. Robert M. Gans is the majority owner (
On August 31, 2017, IMO entered into an agreement to sell all of its assets to Club Azure LLC (“CA”). Effective September 1, 2017, IMO no longer operated Scores New York and terminated its licensing agreement with the Company. Mark Yackow, an unrelated party, is the sole owner (
The Company previously leased office space directly from Westside Realty of New York, Inc. (“WSR”), the owner of the West 27th Street Building. The majority owner of WSR (
Effective January 1, 2013, the Company entered into a management services agreement with Metropolitan (“Metropolitan”) pursuant to which Metropolitan provides management and other services to the Company, including the services of Robert M. Gans and Howard Rosenbluth to act as executive officers of the Company. In consideration of the services, the Company paid Metropolitan a fee in the amount of $
The Company had accrued expenses of $
It should be noted as outlined below the results of two separate events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement.
First, effective February 28, 2017 (the “Effective Date”), the Company entered into separate Settlement Agreements (a “Royalty Settlement Agreement”) each with
IMO, Star Light and Swan owed the Company an aggregate of $
F-12
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Robert M. Gans is a majority owner of the equity of each of the Licensees and guaranteed the payment of each Licensee’s obligations under each of the 3 Settlement Documents. The Licensees were not current with respect to their obligations under the Settlement Documents and the Company did not call upon Mr. Gans to honor his Guaranties.
Second, on April 3, 2016,
In July 2018, the Company entered into a confidential settlement agreement (the “Settlement Agreement”) in the Voronina litigation, and on August 4, 2018, the Court entered an order dismissing the plaintiff’s claims against the Defendants with prejudice and settled the Plaintiffs claims in the Voronina matter for $
Third, the past due amounts including principal and interest under the Royalty Settlement Agreements were $
The total amounts due to the various related parties as of December 31, 2021 and December 31, 2020, was $
Note 5. Income Taxes
The Company accounts for income taxes in accordance with ASC 740-10-25, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
The Company has net operating loss carryforwards (“NO L’s) of approximately $
F-13
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Approximately $
|
| 2021 |
| 2020 | ||
Deferred tax assets: |
| |
|
| |
|
Net operating loss carryforward | | $ | | | $ | |
Prior year true-up | |
| | |
| |
Less valuation allowance | |
| ( | |
| ( |
Net deferred tax asset | | $ | | | $ | |
The reconciliation of the Company’s effective tax rate differs from the Federal income tax rate of
|
| 2021 |
| 2020 | ||
Tax expense(benefit) at statutory rate | | $ | ( | | $ | ( |
State and local taxes, net of federal benefit | |
| ( | |
| ( |
Permanent differences | |
| | |
| |
Change in valuation allowance | |
| | |
| |
Tax expense | | $ | | | $ | |
Federal and State/Local tax years remain open by statute, generally three years. There are no open Statutory Federal or State/Local audits at December 31, 2021.
Note 6. Licensees
The Company has
See Note 9 for litigation relating to one of the Company’s license agreements.
Note 7. Contract Liabilities
License agreements sometimes include Initiation/Inception Fees. Please see Note 3 for additional information regarding this matter.
Note 8. Accounts Payable and Accrued Expenses
|
| December 31, |
| December 31, | ||
Accounts Payable and Accrued Expenses | | 2021 | | 2020 | ||
| | | | | | |
Professional fees | | $ | | | $ | |
Legal Fees | |
| | |
| |
Insurance | |
| | |
| |
Filing fees | |
| | |
| |
Marketing fees and expenses | |
| — | |
| |
Miscellaneous | |
| | |
| |
Total Accounts Payable and Accrued Expenses | | $ | | | $ | |
Note 9. Commitments and Contingencies
The Company records $
F-14
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
The Company ceased leasing office space on December 31, 2020 from the Westside Realty Inc. of New York was owned and operated by Robert Gans, the Company’s majority shareholder, for $
On or about July 27, 2018, Plaintiff Luisa Santos de Oliveira filed a Complaint against the Company and various other Defendants (the “Complaint”) alleging violations of both the Fair Labor Standard Act, as amended, 29 U.S.C. § 201 et seq (“FLSA”) and New York Labor Laws (“NYLLs”). Plaintiff claimed that Defendants failed, inter alia, to pay her (1) statutory minimum wages; (2) overtime wages; and (3) spread of hours and wages. In addition, Plaintiff alleged that she never received any notices from Defendants that Defendants were taking a tip credit (i.e. reducing Plaintiff’s hourly pay in light of the fact that Plaintiff was receiving tips). Nor did she allegedly receive written notices of her hourly pay and overtime rates of pay or an accurate wage statement with each payment of wages. Finally, Plaintiff claimed that she was not reimbursed for equipment costs and that Defendants misappropriated tips she received from customers. On or about November 20, 2018, Defendants filed their Answer to the Complaint denying the aforementioned claims. On March 25, 2021, after paper discovery was completed, Plaintiff voluntarily dismissed her Complaint, with prejudice, against the Company, pursuant to the Federal Rules of Civil Procedure § 41(a)(1)(A)(ii).
On October 8, 2018, the Company was served with a Summons and Complaint in the action entitled Luisa Santos de Oliveira v. Scores Holding Company, Inc.; Club Azure, LLC; Robert Gans; Mark S. Yackow; Howard Rosenbluth, Docket No. 1:18-cv-06769-GBD, in the United States District Court of the Southern District The case was assigned to a Magistrate Judge. There was a conference on March 2, 2021 and a Scheduling Order was entered. On March 26, 2021, a Stipulation of Discontinuance was so ordered by the Federal Court, discontinuing all claims against the Company, Robert Gans, Mark S. Yackow and Howard Rosenbluth. Pending Court approval on May 12, 2023, a Stipulation of Voluntary Dismissal Without Prejudice was signed discontinuing all claims against Club Azure LLC.
On September 5, 2019, the Company together with its subsidiary SLC filed a civil action in Supreme Court of New York, New York County against Scores Alabama. A cease and desist letter was sent. The Company finally entered into a license agreement as of March 5, 2020 with Cheetah Club, LLC for a club located in Huntsville, Alabama. They agreed to pay the arrears and then cease using the Scores brand by March 31, 2023. On April 11, 2023, the Company agreed to terminate the licensing agreement and settle this matter for $
It should be noted as outlined below the results of two separate events and their subsequent settlement agreements were offset against one another resulting in a third settlement agreement.
First, effective February 28, 2017 (the “Effective Date”), the Company entered into separate Settlement Agreements (a “Royalty Settlement Agreement”) each with three licensees, IMO, Star Light and Swan (are sometimes referred to individually as a “Licensee” and collectively as the “Licensees”) controlled by Robert M. Gans, the Company’s President, Chief Executive Officer and a member of its Board of Directors. Pursuant to the Royalty Settlement Agreements, the Company forgave the repayment of a certain portion of unpaid, past-due royalties in return for the respective Licensees’ agreements to pay the remainder (the “Royalty Settlement Amount”) of the unpaid royalties, plus interest, to the Company. The Royalty Settlement Amount for each Licensee was represented by a promissory note.
IMO, Star Light and Swan owed the Company an aggregate of $
Robert M. Gans is a majority owner of the equity of each of the Licensees and guaranteed the payment of each Licensee’s obligations under each of the 3 Settlement Documents. The Licensees were not current with respect to their obligations under the Settlement Documents and the Company did not call upon Mr. Gans to honor his Guaranties.
Second, on April 3, 2016,
F-15
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
In July 2018, the Company entered into a confidential settlement agreement (the “Settlement Agreement”) in the Voronina litigation, and on August 4, 2018, the Court entered an order dismissing the plaintiff’s claims against the Defendants with prejudice and settled the Plaintiffs claims in the Voronina matter for $
Third, the past due amounts including principal and interest under the Royalty Settlement Agreements were $
In an action entitled Jane Doe v. Scores Holding Company, Inc., Scores Licensing Corp., Tampa Food and Hospitality Corp., d/b/a Scores Tampa, et al, filed in the Circuit Court of the 13th Judicial Circuit, Hillsborough County, in the State of Florida, the Plaintiff states causes of action for negligence, negligence per se, battery, unjust enrichment, and sexual abuse of a minor stemming from allegations that she was a victim of sex trafficking through the Scores adult entertainment club located in Tampa, Florida (“Scores Tampa”). A motion to dismiss for, inter alia, lack of personal jurisdiction was denied. The undersigned was then substituted in as counsel in July of 2020 for the Company and its’ subsidiary, SLC. After completing discovery, the parties participated in a court ordered mediation and non-binding arbitration. Because the parties were not able to settle this matter, they participated in an arbitration hearing wherein both the Company and SLC argued that the case should not continue against them because the Company, as simply the owner of the “Scores” brand and trademarks, did not own, operate or otherwise control Scores Tampa or employ, manage, or otherwise control Plaintiff’s employment. The arbitrator found in favor of the Company and its’ subsidiary SLC; but, because the arbitration was non-binding, the case was set for trial. On the eve of trial, Plaintiff’s counsel sought and received permission from the Court to amend Plaintiff’s Complaint. They also indicated that they were not continuing their claims against the Company or SLC. Plaintiff then filed an Amended Complaint on July 19, 2023 that did not include the Company or SLC as defendants. As such, this legal proceeding is no longer pending against the Company or SLC.
On July 15, 2019, plaintiff Jeremy Green, a former consultant to Swan Media Group, Inc (“SMG”), commenced an action in U.S. District Court, Southern District of New York against Scores Holding Co., Inc., Scores Media Group LLC, Scores Digital Gaming LLC (“SDG”) and individual defendants Robert Gans and Charilaos Yioves seeking to recover from all defendants under various theories of breach of contract, unjust enrichment, promissory estoppels, fraudulent inducement and breach of implied duty of good faith and fair dealing.
On October 6, 2022 to avoid expense, inconvenience, and uncertainty of further litigation, the Company has agreed to settle this matter for $
Finally, in an action entitled Jessica Hall v. Scores Holding Company, Inc., et al, filed in Federal Court, Southern District of New York, the Plaintiff claims that, while she worked at a an adult entertainment establishment located in New York, New Yor, commonly known as Scores NY, she was discriminated and retaliated against because of her race in violation of both Federal and State law. A motion for default judgment was denied, and Plaintiff was granted permission to file and serve an Amended Complaint. The likelihood of success on the merits is negligible because the Company, as simply the owner of the “Scores” brand and trademarks, did not own, operate or otherwise control Scores NY or employ, manage, or otherwise control Plaintiff’s employment. Towards that end, a motion for summary judgment was fully submitted on behalf of the Company on June 24, 2022. Unfortunately, the Court denied the Company’s motion because Plaintiff had not been given the opportunity to depose any witnesses. All depositions have since been taken. The parties are very close to settling this matter for a nominal amount. If the case cannot be settled, then the Company will submit a second motion
F-16
SCORES HOLDING COMPANY INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
seeking summary judgment, which should be granted given that both the documents and deposition testimony clearly show that the Company did not manage or otherwise control Plaintiff’s employment.
There are no other material legal proceedings pending to which the Company or any of its property is subject, nor to the Company’s knowledge are any such proceedings threatened.
Note 10. Subsequent Events
Please see Note 9 for events concerning legal matters.
On January 21, 2022 the Company and “Scores Chicago” entered into a Settlement Agreement and Amendment to the Licensing Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to change the monthly licensing fee to a flat rate. All other terms of the original agreement were to remain in effect.
On March 23, 2022 the Company and “Scores Las Vegas” entered into a First Amendment to the Scores Trademark Sublicense Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to make a one-time payment for granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant for a period of years. All other terms of the original agreement were to remain in effect.
On September 23, 2022, the Company and “Scores Sports Bar” entered into a First Amendment to Scores Sports Bar Service/Trademark License Agreement. Because of the impact the Covid 19 Pandemic had on the economy and the hospitality industry, certain benchmarks in the original licensing agreement became difficult to accomplish. Essentially the amendment extended the term of the original agreement, established a new timeframe for licensing fee payments and reduced the minimum number of new establishments to be opened to a more realistic amount given the economic effects of Covid 19.
Management evaluated subsequent events through the date of this filing and determined that no additional events have occurred that would require adjustment to or disclosure in the consolidated financial statements.
F-17
Exhibit 31.1
SCORES HOLDING COMPANY, INC.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert M. Gans, certify that:
1. | I have reviewed this Annual Report on Form 10-K of SCORES HOLDING COMPANY, INC. for the fiscal year ended December 31, 2021; |
2. | Based on my knowledge, this Annual 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 consolidated 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 consolidated 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 financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | 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 involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
By: | /s/ Robert M. Gans |
|
| Robert M. Gans |
|
| Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
Date: | September 20, 2023 |
|
Exhibit 31.2
SCORES HOLDING COMPANY, INC.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Howard Rosenbluth, certify that:
1. | I have reviewed this Annual Report on Form 10-K of SCORES HOLDING COMPANY, INC. for the fiscal year ended December 31, 2021; |
2. | Based on my knowledge, this Annual 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 consolidated 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 consolidated 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 financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | 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 involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
By: | /s/ Howard Rosenbluth |
|
| Howard Rosenbluth |
|
| Chief Financial Officer (Principal Financial and Accounting Officer) |
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Date: | September 20, 2023 |
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Exhibit 32.1
SCORES HOLDING COMPANY, INC.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report on Form 10-K of SCORES HOLDING COMPANY, INC. for the fiscal year ended December 31, 2021 of SCORES HOLDING COMPANY, INC. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: | /s/ Robert M. Gans |
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| Robert M. Gans |
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| Chief Executive Officer (Principal Executive Officer) |
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Date: | September 20, 2023 |
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Exhibit 32.2
SCORES HOLDING COMPANY, INC.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report on Form 10-K of SCORES HOLDING COMPANY, INC. for the fiscal year ended December 31, 2021 of SCORES HOLDING COMPANY, INC. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: | /s/ Howard Rosenbluth |
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| Howard Rosenbluth |
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| Chief Financial Officer (Principal Financial and Accounting Officer) |
|
|
|
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Date: | September 20, 2023 |
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