-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OZF8cYISe80uVqPlDSYOxBRt7kkyMu1UkrJsCbVyAeEPZp06Cmj7e3SpLVcuNNpy aHqEn9dgqrPGZ161sxRQvw== 0001144204-04-011643.txt : 20040812 0001144204-04-011643.hdr.sgml : 20040812 20040812153503 ACCESSION NUMBER: 0001144204-04-011643 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCORES HOLDING CO INC CENTRAL INDEX KEY: 0000831489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 870426358 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16665 FILM NUMBER: 04970272 BUSINESS ADDRESS: STREET 1: 150 EAST 58TH STREET STREET 2: SUITE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-421-8480 MAIL ADDRESS: STREET 1: 533-535 WEST 27TH STREET STREET 2: SUITE CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET ADVISORY CORP DATE OF NAME CHANGE: 19980904 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPUS MTM CORP DATE OF NAME CHANGE: 19970215 10QSB 1 v05575_10qsb.txt FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2004 --------------------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ______________ to ________________ Commission file number 0-16665 Scores Holding Company Inc. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Utah 87-0426358 - --------------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 533-535 West 27th St., New York, NY 10001 ----------------------------------------- (Address of principal executive offices) (212) 868-4900 --------------------------- (Issuer's telephone number) ---------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date: 12,939,248 as of July 15, 2004 ------------------------------ Transitional Small Business Disclosure Format (check one). Yes |_| No |X| Scores Holding Company Inc. June 30, 2004 Quarterly Report on Form 10-QSB Table of Contents Page ---- Special Note Regarding Forward Looking Statements..............................3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements..................................................4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........................................11 Item 3. Controls and Procedures..............................................12 PART II - OTHER INFORMATION Item 1. Legal Proceedings....................................................12 Item 2. Changes in Securities and Use of Proceeds............................13 Item 6. Exhibits and Reports on Form 8-K.....................................13 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS To the extent that the information presented in this Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004, discusses financial projections, information or expectations about our products or markets, or otherwise makes statements about future events, such statements are forward-looking. We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties are described, among other places in this Quarterly Report, in "Management's Discussion and Analysis of Financial Condition and Results of Operations". In addition, we disclaim any obligations to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report. When considering such forward-looking statements, you should keep in mind the risks referenced above and the other cautionary statements in this Quarterly Report. 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Page ---- Consolidated Balance Sheets as of June 30, 2004 (unaudited) and December 31, 2003 ..........................................5 Consolidated Statements of Operations for the three months and six months ended June 30, 2004 and June 30, 2004 (unaudited)....6 Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and June 30, 2003 (unaudited)...............7 Notes to Consolidated Financial Statements (unaudited).................8 4 SCORES HOLDING COMPANY, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET
June 30, December 31, 2004 2003 ----------- ----------- (unaudited) (audited) ASSETS CURRENT ASSETS: Cash $ 9,495 $ 9 Notes Receivable - current portion -related party 454,305 162,578 Royalty Receivable 771,061 278,985 Inventory 46,078 12,555 ----------- ----------- Total Current Assets 1,280,939 454,127 FURNITURE AND EQUIPMENT, NET 25,634 28,763 INTANGIBLE ASSETS, NET 178,250 190,750 NOTES RECEIVABLE - long term - related party 1,263,208 1,539,414 ----------- ----------- $ 2,748,031 $ 2,213,054 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 254,861 $ 193,159 Related party payable 53,960 16,300 Notes Payable 69,959 59,760 ----------- ----------- Total Current Liabilities 378,780 269,219 LONG TERM DEBT 75,420 120,879 STOCKHOLDERS' EQUITY Preferred stock, $.0001 par value, 10,000,000 shares authorized, -0- issued and outsatanding -- -- Common stock, $.001 par value; 500,000,000 shares authorized, 12,939,248 and 10,109,574 issued and outstanding, respectively 12,939 10,110 Additional paid-in capital 5,287,177 5,102,756 Accumulated deficit (3,006,285) (3,289,910) ----------- ----------- Total Stockholder's equity 2,293,831 1,822,956 ----------- ----------- $ 2,748,031 $ 2,213,054 =========== ===========
See notes to consolidated financial statements. 5 SCORES HOLDING COMPANY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended June 30, Three Months Ended June 30, --------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ (unaudited) (unaudited) (unaudited) (unaudited) Royalty Revenue $ 703,126 $ 805,745 $ 407,399 $ 288,473 Merchandise Revenue 44,478 -- 19,279 -- ------------ ------------ ------------ ------------ Net Sales 747,604 805,745 426,678 288,473 COST OF GOODS SOLD 50,660 461,922 29,017 231,027 ------------ ------------ ------------ ------------ GROSS PROFIT 696,944 343,823 397,661 57,446 GENERAL AND ADMINISTRATIVE EXPENSES 456,140 1,005,531 227,891 423,130 ------------ ------------ ------------ ------------ NET INCOME (LOSS) FROM OPERATIONS 240,804 (661,708) 169,770 (365,684) OTHER INCOME -- 13,140 -- 4,140 INTEREST INCOME (EXPENSE ) 47,821 (6,872) 19,536 8,743 ------------ ------------ ------------ ------------ NET INCOME (LOSS) BEFORE INCOME TAXES 288,625 (655,440) 189,306 (352,801) PROVISION FOR INCOME TAXES 5,000 -- -- -- ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 283,625 $ (655,440) $ 189,306 $ (352,801) ============ ============ ============ ============ NET INCOME (LOSS) PER SHARE-BASIC $ 0.02 $ (0.04) $ 0.02 $ (0.02) ============ ============ ============ ============ NET INCOME (LOSS) PER SHARE-DILUTED 0.02 (0.04) 0.02 (0.02) ============ ============ ============ ============ WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING-BASIC 11,671,419 17,127,496 10,796,399 17,127,496 ============ ============ ============ ============ WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING-DILUTED 11,756,419 17,127,496 10,881,399 17,127,496 ============ ============ ============ ============
See notes to consolidated financial statements. 6 SCORES HOLDING COMPANY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30, 2004 2003 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 283,625 $ (655,440) Adjustments to reconcile net loss to net cash provided by (used) in operating activites: Depreciation & Amortization 15,629 500,172 Gain on settlement of debt -- -- Contributed services -- 455,000 Common stock and warrants issued for services 187,250 242,387 Returned shares for new debt terms -- (9,000) Write off of intangible -- 9,814 Prepaid expenses (492,076) (30,388) Inventory (33,523) -- Interest receivable (28,285) (27,287) Accounts payable and accrued expenses 61,702 (349,482) ----------- ----------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,678) 135,776 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Transfers of capital expenditures -- 685,388 Note receivable 12,764 (1,636,263) Security deposits -- 1,007,507 ----------- ----------- NET CASH PROVIDED BY INVESTING ACTIVITIES 12,764 56,632 ----------- ----------- CASH PROVIDED BY FINANCING ACTIVITIES: Issuance of shares resulting from the acquisition -- (10,000) Related party payable 37,660 (134,683) Prepetition long term debt -- (10,007) Repayment of notes payable (35,260) (60,816) ----------- ----------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 2,400 (215,506) ----------- ----------- NET (DECREASE) INCREASE IN CASH 9,486 (23,098) CASH, beginning of the period 9 28,118 ----------- ----------- CASH, end of the period $ 9,495 $ 5,020 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the year for interest $ 8,303 $ 11,488 Non cash financing activities: Common stock issued for services $ 187,250 $ 242,387 Common stock issued in connection with debenture conversion -- 180,000 Contribution of services -- 455,000
See notes to consolidated financial statements. 7 Scores Holding Company Inc. and Subsidiaries Notes To Consolidated Financial Statements Note 1: Basis of Presentation The accompanying unaudited consolidated financial statements of Scores Holding Company Inc., (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results expected for the three months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003. Per share data for the periods are based upon the weighted average number of shares of common stock outstanding during such periods, plus net additional shares issued upon exercise of options and warrants. 8 Note 2: Summary of Significant Accounting Principles Stock based compensation plans - We account for our stock-based compensation plans under Accounting Principles Board Opinion 25, (APB 25) Accounting for Stock Issued to Employees and the related interpretation, for which no compensation cost is recorded in the statement of operations for the estimated fair value of stock options issued with an exercise price equal to the fair value of the common stock on the date of grant. Statement of Financial Accounting Standards No. 123 (SFAS 123) Accounting for Stock-Based Compensation, as amended by Statement of Financial Accounting Standards No. 148 (SFAS 148) Accounting for Stock-Based Compensation - - Transition and Disclosure, requires that companies, which do not elect to account for stock-based compensation as prescribed by this statement, disclose the pro-forma effects on earnings and earnings per share as if SFAS 123 has been adopted. If we applied the recognition provisions of SFAS 123 using the Black-Scholes option pricing model, the resulting pro-forma net income (loss) available to common shareholders, and pro-forma net income (loss) available to common shareholders per share would be as follows:
For the six months ended For the three months ended ------------------------- -------------------------- June 30, June 30, -------- -------- 2004 2003 2004 2003 ---- ---- ---- ---- Net income (loss) available to common shareholders, as reported $ 283,625 $ (655,440) $ 189,306 $ (352,801) Deduct: Stock-based compensation, net of tax -- -- -- -- ----------- ----------- ----------- ----------- Net income (loss) available to common shareholders, pro-forma $ 283,625 $ (655,440) $ 189,306 $ (352,801) =========== =========== =========== =========== Basic earnings (loss) per share: As reported - $ .02 $ (.04) $ .02 $ (.02) Pro-forma - $ .02 $ (.04) $ .02 $ (.02) Diluted earnings (loss) per share As reported - $ .02 $ (.04) $ .02 $ (.02) Pro-forma - $ .02 $ (.04) $ .02 $ (.02)
9 The above stock-based employee compensation expense has been determined utilizing a fair value method, the Black-Scholes option-pricing model. We have recorded no compensation expense for stock options granted to employees during three or six months ended June 30, 2004 and 2003, respectively. In accordance with SFAS 123, the fair value of each option grant has been estimated as of the date of the grant using the Black-Scholes option pricing model. No assumptions have been made therefore there are no disclosures. Note 3: Equity Transactions In March 2004, the Company issued 750,000 shares of common stock in exchange for $147,500 of consulting services. In March 2004, the Company issued 1,310,450 shares of common stock in accordance with the anti-dilution provisions in the unwinding agreement. In April 2004, the Company issued 180,000 shares of common stock in exchange for $30,000 of legal services. In June 2004, the Company issued 100,000 shares of common stock in exchange for $9,750 of consulting services. In June 2004, the Company issued 489,224 shares of common stock in accordance with the anti-dilution provisions in the unwinding agreement. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS For the three-month periods ended June 30, 2004 and June 30, 2003, we had revenue of $407,399 and $288,473, respectively. For the six-month periods ended June 30, 2004 and June 30, 2003, we had revenue of $703,126 and 805,745, respectively. The decrease in revenue during the six month periods was due to the revenues generated from sales of the Diamond Dollar rights in the independently owned Scores Showroom pursuant to the assignment agreement between us during 2003 whereas during 2004 we charge 4.99% of total revenues. Our cost of goods sold for the three-month periods ended June 30, 2004 and June 30, 2003 was $29,017 and $231,027, respectively. Our cost of goods sold for the six months ended June 30, 2004 and June 30, 2003 was $50,660 and $461,922, respectively. The decrease in cost of goods sold was due to the costs associated with the Diamond Dollars program in 2003 but not in 2004. We incurred general and administrative expenses of $227,891 and $423,130 for the three-month periods ended June 30, 2004 and June 30, 2003, respectively. We incurred general and administrative expenses of $456,140 and $1,005,531 for the six month periods ending June 30, 2004 and June 30, 2003, respectively. The decrease in general and administrative expenses was primarily attributable to legal, consulting, rent and salary expenses that the Company is no longer responsible for due to the transaction which resulted in the unwinding our acquisition of Go West Entertainment. For the three-month periods ended June 30, 2004 and June 30, 2003, we had interest income of $19,536 and of $8,743, respectively. For the six-months ended June 30, 2004 and June 30, 2003, we had interest income of $47,821 and interest expense of $6,872, respectively. The increase in interest income arose from the note due from Go West issued in the unwinding agreement. The decrease in interest expense was due to prior year expenses incurred in financing activities undertaken by us relating to the issuance of debentures and notes payable. For the three-months ended June 30, 2004 and June 30, 2003, we had net income of $189,306 or $.02 per share and a net loss of $352,801 or $.02 per share, respectively. For the six-months ended June 30, 2004 and June 30, 2003, we had net income of $283,625 or .02 per share and a net loss of $655,440, or .02 per share, respectively. We recognize revenues as they are earned, not necessarily as they are collected. Direct costs such as hosting expense, design cost, server expense and Diamond Dollar expense was classified as cost of goods sold. General and administrative expenses include accounting, advertising, contract labor, bank charges, depreciation, entertainment, equipment rental, insurance, legal, supplies, payroll taxes, postage, professional fees, rent, telephone and travel. LIQUIDITY AND CAPITAL RESOURCES We have incurred losses since the inception of our business. Since our inception, we have been dependent on acquisitions and funding from private lenders and investors to conduct operations. As of June 30, 2004 we had an accumulated deficit of $3,006,285. As of June 30, 2004, we had total current assets of $1,280,939 and total current liabilities of $378,780 or working capital of $902,159. At December 31, 2003, we had total current assets of $454,127 and total current liabilities of $269,219 or working capital of $184,908. The increase in current 11 assets is due to the royalty receivable due from the licensees and the increase in the loan payments due from Go West Entertainment within the next 12 months. The royalty receivable due from licensees increased $492,076 during the six months ended June 30, 2004, from $278,985 as of December 31, 2003 to $771,061 as of June 30, 2004. We are monitoring this receivable carefully and expect it to be reduced significantly during the next quarter. We currently have no material commitments. The increase in the amount of our working capital is primarily attributable to legal, consulting, rent and salary expenses that the Company is no longer responsible for due to the unwinding of Go West Entertainment and the steady flow of income from our licensees. We will continue to evaluate possible acquisitions of or investments in businesses, products and technologies that are complimentary to ours. These may require the use of cash, which would require us to seek financing. We may sell equity or debt securities or seek credit facilities to fund acquisition-related or other business costs. Sales of equity or convertible debt securities would result in additional dilution to our stockholders. We may also need to raise additional funds in order to support more rapid expansion, develop new or enhanced services or products, respond to competitive pressures, or take advantage of unanticipated opportunities. Our future liquidity and capital requirements will depend upon numerous factors, including the success of our adult entertainment licensing business. ITEM 3. CONTROLS AND PROCEDURES Our principal executive officer and principal financial officer evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on this evaluation, the Company's principal executive officer and principal financial officer have concluded that the Company's controls and procedures are effective in providing reasonable assurance that the information required to be disclosed in this report has been recorded, processed, summarized and reported as of the end of the period covered by this report. During the period covered by this report, there have not been any significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our internal controls. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On or about June 25, 2004, the independent accountants for the Company were served with a subpoena from the New York District Attorney in connection with proceedings of the Grand Jury of the County of New York, State of New York. Based on the subpoena, it appears that the Grand Jury is conducting an investigation into unspecified matters concerning the Company's business and affairs. The subpoena directed the independent accountants to produce 12 records from January 1, 2001 through June 25, 2004 in their possession concerning the Company. The Company has not to date been charged with any violations or crimes. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS RECENT SALES OF UNREGISTERED SECURITIES On June 30, 2004, we issued 353,856 shares of restricted common stock to Richard Goldring, our Chief Executive Officer, President and Director, 67,684 shares of restricted common stock to Elliot Osher, our Secretary and Director, and 67,684 shares of restricted common stock to William Osher. These shares were issued to Goldring and the Oshers pursuant to the "antidilution" provisions of the Acquisition Agreement dated March 31, 2003, among Go West Entertainment, Inc., Goldring, the Oshers and us. Goldring and the Oshers did not pay to us any consideration for these shares. The shares were issued under the exemption from registration provided in section 4(2) of the Securities Act of 1933. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer (b) Reports on Form 8-K On July 9, 2004, the Company filed a report on form 8-K regarding Other Information. The report disclosed an investigation by the Grand Jury of New York County into unspecified matters regarding the Company's business and operations. 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Scores Holding Company Inc. Dated: August 12, 2004 By: /s/ Richard Goldring ---------------------------------- Richard Goldring President, Chief Executive Officer 14 EX-31.1 2 v05575_ex31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATIONS I, Richard Goldring, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Scores Holding Company, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers 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)) for the registrant and have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the quarterly period covered by this report based on our evaluation; c) Disclosed in this quarterly report any change in the issuer's internal control over financial reporting that occurred during the period covered by this quarterly report 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 officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies in the design or operation of internal controls 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 controls over financial reporting. Date: August 12, 2004 /s/ Richard Goldring ------------------------------------------- Name: Richard Goldring Title: Principal Executive Officer EX-31.2 3 v05575_ex31-2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATIONS I, David Silverman, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Scores Holding Company, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers 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)) for the registrant and have: (a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the quarterly period covered by this report based on our evaluation; (c) Disclosed in this quarterly report any change in the issuer's internal control over financial reporting that occurred during the period covered by this quarterly report 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 officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies in the design or operation of internal controls 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 controls over financial reporting. Date: August 12, 2004 /s/ David Silverman ------------------------------------------ Name: David Silverman Title: Principal Financial Officer EX-32.1 4 v05575_ex32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Scores Holding Company, Inc.. (the "Company") on Form 10-QSB for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard Goldring, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that; (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. /s/ Richard Goldring - ------------------------------------- Name: Richard Goldring Title: Chief Executive Officer Date: August 12, 2004 EX-32.2 5 v05575_ex32-2.txt EXHIBIT 32.2 EXHIBIT 32.2 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Scores Holding Company, Inc.. (the "Company") on Form 10-QSB for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David Silverman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respect, the financial condition and result of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. /s/ David Silverman - ------------------------------------------- Name: David Silverman Title: Chief Financial Officer Date: August 12, 2004 -----END PRIVACY-ENHANCED MESSAGE-----