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10KSB: SCORES HOLDING CO INC
Last Update: 4:08 PM ET May 17, 2007
(EDGAR Online via COMTEX) -- ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Cash
At December 31, 2006, we had $231,332 in cash and cash equivalents compared to $31,185 in cash and cash equivalents at December 31, 2005.
Results Of Operations:
For the year ended December 31, 2006 (the "2006 period") compared to the year ended December 21, 2005 (the "2005 period").
Revenues:
Revenues increased 26% to $1,975,705 for the 2006 period from $1,568,890 for the 2005 period. The increase was attributable primarily to royalties earned from the addition of our sublicensee in Las Vegas in 2006 which accounted for approximately 26% of total revenues for that year. Royalties for Scores East, which accounted for approximately 48% of total revenue for the 2005 period declined to 28%, a decrease that was partially offset by an increase in revenues of approximately 3% at Scores West who accounted for 31% of our total revenue in 2006. Prospectively, we project that revenues will increase in 2007 due to the expansion of the newly signed sublicensee in Los Angeles and other possible clubs we are currently negotiating.
In January 2007, our website, Scoreslive.com debuted. Still a pilot program, without any promotional efforts, the site is generating over page views per 30,000 per week and the first quarter revenues of $17,120. We expect a promotional campaign to begin shortly which we believe will double the number of page views. Through 2007 we intend to launch several additional internet modules which collaboratively will make up our adult web community. Modules will include an online merchandise ecommerce platform and poker gaming platforms (to the extent permitted by local law). We believe that Scorelive.com will remain in development mode during 2007, generating minimal revenues.
Bad Debt Expense
During the fourth quarter of 2006, the Company created a bad debt expense of $3,391,126 applicable to amounts owed by the respective owners of Scores East and Scores West. At December 31, 2006, Go West owed the Company (indirectly, though EMS) $293,946 in accrued and unpaid royalties. Also on that date, 333 East 60th Street, Inc. (the owner of Scores East) owed the Company $1,230,263 in unpaid royalties. Both companies have informed us that their ability to make payments on the amounts owed is impaired due to increased legal costs incurred during investigations together with revenue shortfalls. In connection with the construction of Scores West, we loaned $1,636,264 to Go West. At December 31, 2006, $1,867,310 remained due under the loan and was reserved in recognition of its impairment. Any cash received prospectively from these clubs (Scores East, Scores West and North Miami) will be applied as a reversal of the bad debt expense when received. We intend to suspend the recognition of future royalties due and interest income on the Go West note (for book purposes) until the financial stability of these clubs has been assured.
Operating Expenses:
Operating expenses decreased during the 2006 period to $1,202,550 from $1,223,932 during the 2005 period. This figure represents a shift away from legal and administrative costs spent in 2005, toward increased marketing and promotional efforts, including sponsorship of the annual gentlemen's club exposition in Las Vegas during August 2006. These efforts resulted in an additional sublicense being executed and three others currently under negotiation. Administrative costs related to legal and advertising were reduced by $224,000. Costs related to business development, marketing and other specialty services increased to approximately $216,000.
Also in 2007, we will begin a promotional campaign for Scoreslive.com along with expansion of several of its features. We expect to spend approximately $120,000 for this campaign.
Interest Income (Expense) - Net:
Interest income is presented net of interest expense for the 2006 period and the 2005, period respectively. Interest income is actual cash collected and interest paid on debt which amounted to $110,059 and $101,973 for both the 2006 period and the 2005 period, respectively.
Interest expense is due primarily from the issuance of long-term debentures and notes payable. Interest expense decreased to $281 for the 2006 period from $8,000 for the 2005 period. This decrease was due primarily to a payout of our outstanding debentures which resulted into a $25,000 prepayment premium penalty. Retiring these debentures ceased the issuance of any anti-dilution shares. Paying this penalty eliminated our obligation to issue shares pursuant to certain antidilution rights.
Provision For Income Taxes:
Although we had net profits during the 2006 period, the provision for state income taxes relates primarily to average assets and capital which were not impacted by net operating losses for the 2004, 2005 and 2006 periods.
Net Income (Loss) (per share):
Net income(loss) was $(2,664,149) or $(0.02) per share for 2006 versus net income of $319,202 or $0.01 per share for 2005, largely due to the bad debt expense of approximately $3.4 million partially offset by additional 2006 revenue from three new sublicensed nightclubs of approximately $585,328. Net income per share data for both the 2006 and 2005 period is based on net income available to common shareholders divided by the weighted average of the common shares.
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
On February 28, 2007, our then President, Chief Executive Officer and Director, Richard Goldring resigned from each of those positions, and terminated his employment with us under an employment agreement, dated April 16, 2003. The terms of such agreement provided that if Mr. Goldring terminated his employment without cause (which he did), we would become obligated to pay him $1 million. We had $231,332 in cash available at December 31, 2006. Given our lack of available cash to make such payment, we are currently negotiating with Mr. Goldring regarding its terms.
We reserved a bad debt expense of approximately $3.4 million in recognition of the impaired ability of Go West and 333 East 60th Street, Inc. to pay royalties due us, indirectly, and Go West's impaired ability to make payments under a certain note. See - Bad Debt Expense.
Scores West, accounted for 31% of our royalty revenue in 2006, compared to 29% in 2005. On February 28, 2007, the City of New York sought to close Scores West, alleging that it was a public nuisance. In February 2007, the New York State Liquor Authority began a review of its license and that of Scores East. See Item
In connection with our divestiture of stock of Go West, we loaned it $1,636,264 in return for a promissory note (the "Note") secured by Go West's leasehold interest on a building at 533-535 West 27th Street, New York, New York. The Note bears interest at 7% and is scheduled for maturity on October 1, 2008. Go West is currently in default under the Note, and owes us $1,867,310 which includes accrued interest of $355,189. If Scores West were to be closed, its ability to make payments under the Note would be impaired.
Our affiliated club, Scores East, accounted for 28% of our royalty revenue in 2006, compared to 48% in 2005. At December 31, 2006, Scores East owed us $1,230,263 in royalties.
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 December 31, 2006 we had an accumulated deficit of $(5,746,455). As of December 31, 2006, we had total current assets of $394,538 and total current liabilities of $238,360 or positive working capital of $156,178. As of December 31, 2005, we had total current assets of $2,377,912 and total current liabilities of $486,672 or working capital of $1,891,240. The decrease in the amount of our working capital is primarily attributable to the bad debt expense of approximately $3.4 million. See - Bad Debt Expense.
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.
Compliance with Sarbanes-Oxley
The largest amount of royalties owed to us from affiliated nightclubs (Scores East, Scores West and SMG) during 2005 was $1,096,468. The amount owed at December 31, 2006 was $1,540,476. Cash received as partial payment on these receivables during 2005 and 2006 totaled $492,940 and $715,000, respectively. No interest was paid or payable during such periods.
As we and they are under common control, we are mindful that those royalties receivables may take on the appearance of a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002. We do not believe, however, that this is a prohibited loan as we are seeking to reduce the amount due under these receivables.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure on contingent assets and liabilities at the date of our financial at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described below. For a detailed discussion on the application of these and other accounting policies see note 2 to our consolidated financial statements.
Revenue Recognition
Revenues for the 2006 period and the 2005 period were derived predominately from licensing fees. We apply judgment to ensure that the criteria for recognizing revenues are consistently applied and achieved for all recognized sales transactions.
Long-Lived Assets (including Tangible and Intangible Assets)
We acquired the "Scores" trademark to market and conduct a global business strategy. Such costs affected the amount of future period amortization expense and impairment expense that we incur and record as cost of sales. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. We assess potential impairment to the intangible and tangible assets on a quarterly basis or when evidence, events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Our judgments regarding the existence of impairment indicators and future cash flows related to these assets are based on operational performance of our business, market conditions and other factors. Future events could cause us conclude that impairment indicators exist and that other tangible or intangible assets is impaired.
Accounting for Income Taxes
As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes. Management judgment is required in determining our provision of our deferred tax asset. We recorded a valuation for the full deferred tax asset from our net operating losses carried forward due to the Company not demonstrating any consistent profitable operations. In the event that the actual results differ from these estimates or we adjust these estimates in future periods we may need to adjust such valuation recorded.
May 17, 2007
Hmmm...IfYouPostGetItRight...oldmanbadman rdncoic
If you post information, at least get it right.
Current assets increased by 18% from $394,538 to $465,999. Current liabilities decreased by 31% from $238,360 to 164,529. Net income decreased by 26% from $212,731 to $157,362. Royalty revenues, which is the Company's primary source of funds, decreased 17% from $440,126 to $367,139.
Looks a little bit different now. :) :) :) oldmanbadman rdncoic
By: rdncoic2
21 Apr 2007, 04:32 AM EDT
Msg. 2248 of 2248
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Hmmm...RememberSCRHisNowSCRHE...oldmanbadman rdncoic
Hmmm...Boys and Girls, SCRH is now SCRHE, so do not get your panties wet just because you don't see the buys/sells for the day. You are looking in the wrong place. :) :) :) Just ask the oldmanbadman for help when you can't find your stock. HA HA HA Sales below for 20 April 07
BIG PAYDAY COMING UP!
SCORES HOLDING CO INC
Börse: NASDAQ OTC BB
Datum: 20.04.07
Tickliste Zeit Kurs Volumen
21:59:57 0,0200 900
21:53:37 0,0170 1000
21:53:17 0,0170 20000
19:22:57 0,0180 29000
19:22:48 0,0180 62500
18:58:13 0,0190 737500
18:58:13 0,0190 200000
18:53:04 0,0200 100000
18:50:47 0,0180 37500
18:05:59 0,0160 10000
17:45:37 0,0160 5000
17:33:54 0,0180 0
17:33:54 0,0180 12500
(Voluntary Disclosure: Position- Long; ST Rating- Strong Buy)
By: rdncoic2
01 Apr 2007, 01:04 PM EDT
Msg. 2212 of 2212
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Hmmm...LikeISaid...oldmanbadman rdncoic
Just like I said, the insiders (friends and relatives) knew that the Profits and revenue were going up for the year. So how come? Damm, it was just like I said, I am not an insider and I knew what was going on. Damm. Did you get your part of the cake? oldmanbadman rdncoic
SCORES HOLDING CO INC
Börse: NASDAQ OTC BB
Datum: 30.03.07
Tickliste Zeit Kurs Volumen
21:49:56 0,0210 100000
21:49:07 0,0210 100000
21:48:29 0,0210 100000
21:30:40 0,0210 100000
21:21:20 0,0200 1292
21:21:18 0,0200 10000
20:17:14 0,0210 100000
20:17:00 0,0210 5000
20:15:29 0,0210 100000
20:15:05 0,0210 5000
20:13:39 0,0210 100000
20:13:28 0,0210 5000
20:00:53 0,0200 30000
20:00:53 0,0210 30000
18:53:27 0,0190 1260
18:50:01 0,0210 40000
18:49:37 0,0210 10000
18:48:52 0,0210 70000
18:48:51 0,0211 10000
18:48:51 0,0210 83000
18:48:49 0,0210 30000
18:48:49 0,0211 30000
17:26:50 0,0210 8500
17:26:46 0,0210 12000
17:26:11 0,0210 5000
17:25:15 0,0210 100000
17:25:12 0,0210 5000
17:24:07 0,0210 5000
17:23:10 0,0210 100000
17:23:04 0,0210 5000
17:22:03 0,0210 5000
15:51:35 0,0210 30000
15:45:54 0,0230 22750
15:32:54 0,0200 4200
15:32:18 0,0200 5000
15:31:36 0,0215 800
15:31:16 0,0200 5000
15:30:23 0,0200 5000
15:30:16 0,0205 0
15:30:16 0,0205 30000
(Voluntary Disclosure: ST Rating- Strong Buy; LT Rating- Strong Buy)
Hmmm...ItIsLikeIhaveBeenSaying...oldmanbadman rdncoic
I have been posting and posting here about what is going on with Scrh for the longest. Be sentient, and think about what has been going on. SCRH has been making good money and the big crook Goldring is out. This is a brand market name in Adult Entertainment. Book Value is over .05 cents (Due to market regognition and profit) and projected value versus profit is over .10 cents a share. Can you afford not to be in. I have been harping about the price since months. But what the Buck, I am fully invested at .00831 a share for 1.5 million shares. I hate dealing with stocks less than one cents a share because I always forget to put the .oo before the price.
Wat der fock! Good luck on your investing. oldmanbadman rdncoic
By: rdncoic2
21 Mar 2007, 03:00 AM EDT
Msg. 2204 of 2204
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Will Stripper-Plex Take It All Off?
Crying ‘witch hunt,’ deposed Scores mogul rails against the State Liquor Authority
By Chris Shott
James Hamilton
Scores West remains open despite S.L.A. efforts to shutter it.
The government may have stripped him of his title as C.E.O. of Manhattan’s most protuberant topless-bar franchise, but recently demoted Scores boss Richard Goldring isn’t giving up his main money-maker so easily.
On March 28, Mr. Goldring faces off against the State Liquor Authority (S.L.A.) in a hearing of huge consequence to his sprawling, 10,000-square-foot West Chelsea stripper-plex, Scores West.
Though scantily clad dancers are the nightclub’s star attraction, booze is its biggest source of revenue. Now, regulators are trying to cut off the cash flow, following the Jan. 25 arrest of six Scores West employees on prostitution charges—allegations that Mr. Goldring has denied in court papers as “unfounded and unproven,” and has further characterized as the result of a “witch-hunt which is part of a publicity campaign designed to shut down my business.”
For the moment, at least, the publicity may only be furthering Mr. Goldring’s business. Both the wine and the women continue to flow at his West 28th Street venue, courtesy of a court order temporarily blocking the S.L.A.’s intended suspension.
After blasting the government panel for its “emasculation of all Constitutional requirements of due process” in so hastily yanking his license over a few alleged misdemeanors, Mr. Goldring is now witnessing justice in action. Yet again.
If legal history is any indicator, Mr. Goldring & Co. could still be shilling pricey champagne and shimmying in G-strings when the lease at Scores West ends in 2021. Twice since 2002, the company has faced eviction at that location—once over a bounced $500,000 deposit check, another over unresolved mechanics’ liens, court records show. According to another lawsuit, Mr. Goldring and his partners also have faced hammer-wielding thugs and death threats during an ownership dispute with Scores’ former proprietor. Still, the business survives.
Scores’ present standoff with the S.L.A. comes at a time of transition for the celebrated strip-club brand, an infamous local trademark (and one that was once reputed to have mob ties) that Mr. Goldring has since turned into a national name, thanks to a little promotional help from exotic-dancer aficionado Howard Stern, among other famous patrons.
After expanding the Scores moniker from a single club on East 60th Street to seven locations nationwide—including Scores West, which opened in 2004—Mr. Goldring officially stepped down last month as the president and chief executive of Scores Holding Co., the publicly traded entity that he and partners Elliot and Harvey Osher formed to handle the brand’s franchising efforts.
According to a March 8 filing with the Securities and Exchange Commission, the company has named Alex Amoriello, a former executive at database and Web-solutions company Automated Resources Group, as Mr. Goldring’s successor.
Though Mr. Goldring’s Feb. 28 resignation comes in the wake of the authorities’ apparent prostitution sting, the change in leadership actually stems from an entirely different criminal investigation.
Last year, Mr. Goldring was indicted on seven charges of falsifying tax returns and fudging business records, as part of what Manhattan District Attorney Robert M. Morgenthau’s office then described as a massive $3.1 million tax-evasion scheme.
Repeated Scores customers’ complaints about being overcharged on their credit cards triggered the investigation, according to Mr. Morgenthau’s office. The most famous case involved a software executive who got stuck with a $241,000 tab.
After digging through boxes of subpoenaed Scores documents, Mr. Morgenthau accused Mr. Goldring of diverting strip-club revenues through shell companies to pay for personal expenses, including tens of thousands’ worth of jewelry and more than $100,000 in home-construction costs.
Not that Mr. Morgenthau would ever back up all of those charges. After two years of combing through a reportedly dizzying trail of paperwork, investigators ultimately opted to cut a deal with the Scores mogul.
Will Stripper-Plex Take It All Off?
Crying ‘witch hunt,’ deposed Scores mogul rails against the State Liquor Authority
By Chris Shott
(PAGE 2 OF 2)
The former Brooklyn College accounting major, now 38, eventually agreed to plead guilty to a single felony count of falsifying a state tax form. In return, he would serve just five years’ probation and still retain ownership of Scores West and the original East Side Scores—as well as keep both liquor licenses, despite regulations barring convicted felons from selling booze. The only real caveat: Within a year, he would have to resign as C.E.O. of Scores Holding Co.
The rather lax punishment reportedly angered some investigators, with one disgruntled cop telling the New York Post that the Scores exec seemed “above the law.”
But if that mere title demotion seemed too light a penalty for such a serious crime, then perhaps the opposite could be said about Scores’ current imbroglio with the S.L.A.
A convicted felon may not be the most reliable plaintiff, but in this case, Mr. Goldring seems to have some legitimate gripes.
Striking a tough-on-crime pose in the aftermath of several high-profile nightlife-related deaths in Manhattan, the S.L.A. sprung into action after January’s prostitution busts, deeming the business “an immediate and imminent threat to the public,” and summarily suspending Scores West’s liquor license as an emergency measure—a whole 27 days after the alleged sexual solicitations took place.
That almost month-long gap in the regulatory response is just one of many points made by Mr. Goldring and his lawyers, who thoroughly ridicule the S.L.A. action in court papers.
An immediate threat? With no violence, no drugs, no underage drinking? In his own court filing, S.L.A. attorney Thomas Donahue asserted that the authority “did not abuse its discretion” and “did not violate [Scores’] right to due process.” He further argued that the ruling was “supported by a reasonable basis.”
However, Mr. Goldring’s lawyer, Warren Pesetsky—himself a former counsel to the S.L.A. who now advocates for liquor-sellers—stated in an affidavit that he’d never once seen the authority summarily suspend a license “upon an unproven allegation of prostitution that is alleged to have occurred only one time nor in any case not involving continuing violence.”
To Mr. Goldring himself, “[p]erhaps nothing illustrates the shallowness of this claimed emergency, as well as the true publicity- seeking nature of this action, as the fact that the [S.L.A.] issued a press release even before they served the [suspension] Order.”
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If the honey-haven honcho didn’t like the first press release, then he most certainly hated the next one.
After Mr. Pesetsky tried to broker a settlement with the S.L.A. earlier this month, offering $25,000 to resolve the dispute, the liquor board issued a public rejection and counteroffer via another release: “Members offered to accept a license revocation, a two year proscription, a $1,000 bond claim and a $25,000 civil penalty.”
Revocation? For a few misdemeanors?
“You know what we’ll settle for? Paying a fine—and that’s it,” said Scores spokesman Lonnie Hanover, who predicted more forthcoming vindications, in keeping with the Scores tradition.
(Voluntary Disclosure: Position- Long; ST Rating- Strong Buy)
Hmmm...WhoBoughtThatBigBlock...oldmanbadman rdncoic
1,000,000 bought at .015 cents U.S. Who did that shieut! Insiders are buying because????????????? oldmanbadman rdncoic Times are European for my Comdirect Broker in Germany.
SCORES HOLDING CO INC
Börse: NASDAQ OTC BB
Datum: 09.03.07
Tickliste Zeit Kurs Volumen
21:43:00 0,0150 15000
21:42:57 0,0150 35000
21:34:59 0,0155 5000
21:28:47 0,0155 50000
21:28:47 0,0160 80000
21:28:27 0,0160 5000
21:26:19 0,0155 50000
21:26:19 0,0160 75000
21:26:06 0,0160 5000
21:25:05 0,0160 5000
21:24:04 0,0160 5000
21:24:04 0,0160 25000
21:18:46 0,0150 50000
21:13:17 0,0150 1000000
20:22:21 0,0150 50000
20:14:18 0,0149 25000
20:14:18 0,0150 50000
20:13:38 0,0150 5000
19:40:07 0,0150 33000
19:40:03 0,0150 61000
19:39:52 0,0150 50000
18:57:53 0,0150 25000
18:57:35 0,0150 31000
18:57:16 0,0150 14000
18:38:08 0,0150 5000
18:38:08 0,0150 5000
18:34:08 0,0150 30000
18:33:33 0,0150 20000
18:31:33 0,0150 25000
18:29:52 0,0160 50000
18:26:53 0,0160 45000
18:26:20 0,0160 10000
18:26:15 0,0160 5000
18:25:23 0,0160 5000
18:24:28 0,0160 5000
18:23:27 0,0160 5000
18:22:26 0,0160 5000
18:22:26 0,0160 15000
17:59:12 0,0150 100000
17:58:27 0,0150 5000
17:57:26 0,0150 5000
16:37:38 0,0150 0
16:37:38 0,0150 5000
Hinweis: Angaben in grüner Schrift zeigen, dass der Kurs im Vergleich zum vorigen Kurs gestiegen ist, Angaben in roter Schrift zeigen gefallene Kurse.
(Voluntary Disclosure: Position- Long; ST Rating- Strong Buy)
Hmmm...OkSorryInvestmentBoard...oldmanbadman rdncoic
Ok Sorry Investment Board. Goldring is out and better days (DAZE) are going to be here again. This board is brain dead. There may be lurkers here, but to always post without any input sucks. Again, this board sucks and it is a sorry investment tracking board because you cannot get any info or input or whatever,going. In any normal board you have bashers, shorts, longs, swing-traders, and idiots posting 25 and 7. But at least you get some sort of input from alien life forms and their way of thinking and sometimes, very seldom, really good news. Like today. From Me! Goldring sucks, this board sucks, and Goldring is gone. Is this board also gone? oldmanbadman rdncoic
Hmmm...SexyStocks...oldmanbadman rdncoic
Monday, January 22, 2007
Sexy Stocks
The adult entertainment industry is anywhere from a $10 billion to a $20 billion industry, depending what source you refer to. According to freespeechonline.org , the adult entertainment industry generated $12.6 billion in 2005, with the adult Internet businesses growing 150% since 2002.
There are several ways to play in this sexy industry. The most famous company in this arena is Playboy (PLA) which is involved in most aspects of the industry including video and DVD’s, television shows, documentaries, Internet entertainment, e-commerce sites, and numerous Playboy brand products. They also own the Spice brand of TV shows and products. Other companies allow you to invest in more targeted areas of the industry including gentlemen’s clubs, video producers, and television broadcasting. A couple of the stocks were up over 34% for the last half of last year.
Check out these hot stocks before investing because you don’t want to get screwed. It’s hard to know when to cock your gun and pull the trigger on these stocks since the prices of some of them have become engorged during the last six months. Let’s hope that the investors continue to get lucky and the bubble in these stocks hasn’t been pricked, otherwise they may go down with a bang.
Here is the hot stock list:
Playboy (PLA) This New York Stock Exchange company was founded by Hugh M. Hefner in 1953 in Chicago Illinois with a $600 loan. Playboy Corporation grew to become the largest adult entertainment conglomerate in the world, with divisions covering magazines, clubs, clothing, web sites, television channels, and videos. It has a forward P/E of 23 and a Price/Sales Ratio of 1.13. The company is run by Christie Hefner, daughter of Hugh. The stock was up over 14% for the last six months of 2006.
New Frontier Media (NOOF) This Boulder, Colorado based company, traded on NASDAQ, provides adult entertainment TV networks, cable television video-on-demand, satellite broadcasts, motion pictures and hotel room broadcasts. It has a forward P/E of 17 and a Price/Sales Ratio of 4.2. The stock was up over 34% for the last half of 2006.
LodgeNet Entertainment (LNET) This NASDAQ traded Sioux Falls, South Dakota company provides television broadcasts to hotels in the U.S. and internationally, including on-demand movies which include mature audience entertainment. It has a forward P/E of 143 and a P/S of 1.6. The stock was up over 34% for the last half of 2006.
Private Media Group (PRVT) This adult media company is based in Barcelona, Spain. The company, which was founded in 1980, produces magazines, videos, DVD’s and movies for broadcast television, cable, satellite, and the Internet. The stock has a very high P/E of 140 and a P/S of 5.
Rick's Cabaret International (RICK) This Houston based company operates adult nightclubs in cities throughout the United States including Houston, New York, New Orleans, Charlotte, and Minneapolis. P/E is 22 and Price Sales is 1.65.
Million Dollar Saloon Inc. (MLDS.PK) Operates an adult cabaret in Dallas, Texas. The company was founded in 1982.
Scores Holding Co. Inc. (SCRH.OB) This New York City based company licenses its trademark to adult oriented nightclubs. P/E of 1.88 and a P/S of .9.
Interactive Brand Development Inc. (IBDI.OB) The company, based in Deerfield Beach, Florida, provides online payment processing services for adult entertainment companies. They also own a part interest in Penthouse Media Group, and an adult TV network.
Author owns RICK.
Hmmm...GettingReadyToPop...oldmanbadman rdncoic
IAW with the recent SP activities of PRVT, NOOF, PTT (All Had huge gains in SP) I am now quite sure that Scores is getting ready to pop. A quick break down of earnings, amount of shares, and changing attitudes about adult-entertainment, gives a SP of about .08 to .10 cents U.S. after the release of higher than average earnings. Right now friends and family members are getting their shares of SCRH on the cheap. (Recent Activity) And they will be ready to sell on the spike for quick profits. Any thoughts on the subject? Or is this board fully dead? The Raging Bull SCRH board has more activity than this empty space. oldmanbadman rdncoic
Hmmm...LittleNewsItem...oldmanbadman rdncioc
Tattoos to strip clubs, holiday gift cards go offbeat
Updated 12/13/2006 1:02 AM ET
By Laura Petrecca, USA TODAY
It's getting easier for Secret Santas to really surprise.
Sellers of more offbeat potential gifts — from tattoos to travel — are looking to cash in on the popularity of gift cards and certificates.
For example, strip club Scores hawks $50, $100 and $500 chits for its New York and some other big-city locations. "We sell quite a bit, especially around the holidays," says Shawn Callahan, who manages the Manhattan clubs.
More options are letting consumers enjoy gift card convenience, while giving more personalized presents.
"Gap and Banana Republic cards can just go in a pile," says Mark Rein of the Maritz Research Retail Group. "But giving someone a gift card for a hotel weekend getaway, along with a note that says, 'We'll watch the kids,' is much more personal."
Card and certificate sales are expected to hit a record $24.8 billion this holiday, up 34% from 2005, says the National Retail Federation and BIGresearch.
Longtime sellers, such as Macy's, have proved cards' benefits. "You initiate a new customer relationship (with the recipient), as well as get a lift in spending since people spend more than the amount that's on the card," says Dan Horne, a Providence College professor specializing in gift-related research.
Among more creative options:
•Self and home improvement. The website SignatureForum sells gift certificates for dozens of services ranging from spider-vein treatments and cosmetic dentistry to kitchen remodeling. The recipient can decide what most needs sprucing up. "You're not locked in to one service or another," says marketing manager Megan Porter, who adds, "Laser hair removal can make for a really good gift."
•Gasoline. Shell's holiday gift card, which features a snowman on a beach, are $25, $50 and $100 at participating stations nationwide.
•Air travel. JetBlue Airways calls its $10 to $1,000 cards "a great alternative to tacky ties and sweaters."
•Tattoos. Sacred Saint Studio sells gift certificates at its Los Angeles location and online. "I usually sell about 15 to 20 every holiday season," owner Brandon Notch says. Friends and family of regular clients are the typical buyers, with $500 certificates for a one-day session the most popular.
A Scores certificate can be used for food, drinks or merchandise such as Scores-themed hats or golf shirts, but "You can't use it for tipping the dancers," Callahan says.
While interesting, Horne warns that more offbeat cards could offend — or gather dust. "If you got someone a gift certificate to a strip club, and they're a doer and not a watcher, it would be wasted," he says. "But if you do know someone who likes to hang out at a strip club, then, hey, why not?"
Hmmm...InterestingWebsite...oldmanbadman rdncoic
http://www.myspace.com/scoresnewyork
I am sure that Scores is going to make a lot of investors very happy. The lull before the storm. JMO oldmanbadman rdncoic
Hmmm...PriceToEarningsIsAjoke...oldmanbadman rdncoic
Hmmm...Hey Guys and Gals, the PE is a Joke! .95 PE???????
LESS THAN EARNINGS PER SHARE FOR THE THIRD QUARTER TOTAL!
LOOK AT RICK's PE, EARNINGS, AND PRICE. Earnings/Share: 0.21
Previous Close: 7.27 P/E ratio: 33.0952
LOOK AT PTT's PE, EARNINGS, AND PRICE. Earnings/Share: 0.010
Previous Close: 2.27 P/E ratio: 229.00
Ok, let me tell you what to do. If the street cannot value SCRH at present, all you have to do is pick up a few million shares and sit back and relax until it does. You will not have to do anything else except watch the SP slowly rise and when you hit your comfort zone, sell for huge profits. This is money in the bank. I sold a few shares of PTT and RICK and picked up an additional 500,000 shares of SCRH last night and do not regret it. The system is working and the management cannot afford to make anymore mistakes like in the past. This is a goldmine for investors now. Everything is online to move to more and more profit with less and less investment for SCRH. Believe me, the big boys are looking at SCORES HOLDING as I write this. The business is successful and growing. Hell, Rick or PTT will try to buyout SCORES if the SP stays this low. Management can sell out the business and retire with big bucks. And the investors will be rewarded also. $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$
OH MY GOSH, THIS IS HUGE!!! oldmanbadman rdncoic
SCRH -- Scores Holding Co, Inc.
Com ($0.001)(New)
Primary Venue: Dually Quoted on Pink Sheets and OTC Bulletin Board
Best Bid: Unpriced
Best Ask: Unpriced
TRADE DATA Best Bid: 0.0095 Best Ask: 0.010
Last Sale: 0.0095
Change: +0.0005
Percent Change: +5.5556
Daily High: 0.010 Daily Low: 0.0090
Opening Price: 0.010 Volume: 2,651,698
Annual High: 0.019
Annual Low: 0.0057
Dividend: 0.00 Earnings/Share: 0.010
Previous Close: 0.0090 P/E ratio: 0.95
Yield: 0.00
Beta Coefficient: 0.89
Hmmm...ScreamingBuy...oldmanbadman rdncoic
This is a screaming buy for sure. Good thing news is not out or I would not have been able to pick up another half million shares at this price. Earnings per share is .01 cent a share for the three quarters reported on 15 November 2006. Price per share is .01 cents a share. Gosh, good thing no one is watching. Stealing the candy right now. HA HA HA oldmanbadman rdncoic
Hmmm...EarningsPerShareMoreThanSP...oldmanbadman rdncoic
Hard to believe this stock is not worth 10 cents a share. But we shall see said the blind man. oldmanbadman rdncoic
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: September 30, 2006
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________
Commission file number 000-16665
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: 165,238,026 as of November 14, 2006 Transitional Small Business Disclosure Format (check one). Yes [_] No [X]
--------------------------------------------------------------------------------
Scores Holding Company Inc. September 30, 2006 Quarterly Report on Form 10-QSB
Table of Contents
Page
Special Note Regarding Forward Looking Statements........................... 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements............................................... 3
Item 2. Management's Discussion and Analysis or Plan of Operation.......... 7
Item 3. Controls and Procedures............................................ 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........ 12
Item 5. Other Information ................................................. 13
Item 6. Exhibits........................................................... 13
1
--------------------------------------------------------------------------------
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 September 30, 2006 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 or Plan of Operation".
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.
2
--------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Page
----
Consolidated Balance Sheets as of September 30, 2006
(Unaudited) and December 31, 2005........................................4
Consolidated Statements of Operations for the
Nine and three months ended September 30, 2006 and September 30,
2005 (Unaudited).........................................................5
Consolidated Statements of Cash Flows for the
Nine months ended September 30, 2006 and September 30,
2005 (Unaudited).........................................................6
Notes to Consolidated Financial Statements (Unaudited)..............................................................7
3
--------------------------------------------------------------------------------
SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 30, December 31,
2006 2005
------------ ------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash $ 182,856 $ 31,185
Notes receivable - current portion -related party 1,119,637 1,030,476
Licensee receivable - including affiliates 1,616,664 1,244,888
Prepaid expenses 123,384 39,648
Inventory 55,638 31,715
------------ ------------
Total current Assets 3,098,179 2,377,912
FURNITURE AND EQUIPMENT, NET 1,263 8,763
INTANGIBLE ASSETS, NET 295,600 140,750
NOTES RECEIVABLE - long term - related party 731,687 830,894
------------ ------------
$ 4,126,729 $ 3,358,319
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 25,209 $ 323,407
Related party payable 169,600 11,000
Notes payable - Current 115,625 28,965
Convertible debentures, net of discount -- 123,300
------------ ------------
Total Current Liabilities 310,434 486,672
COMMITMENTS & CONTINGENCIES -- --
Notes Payable - Long Term 50,000 --
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, 10,000,000 shares
authorized, -0- issued and outstanding -- --
Common stock, $.001 par value; 500,000,000 shares authorized,
165,238,026 and 78,642,188 issued and outstanding,
respectively 165,238 78,642
Additional paid-in capital 5,998,064 5,875,310
Accumulated deficit (2,397,007) (3,082,305)
------------ ------------
Total stockholder's equity 3,766,295 2,871,647
------------ ------------
$ 4,126,729 $ 3,358,319
============ ============
4
--------------------------------------------------------------------------------
SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine months ended Sept 30, Three months ended Sept 30,
2006 2005 2006 2005
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES
Royalty revenue $ 1,375,233 $ 940,499 $ 470,151 $ 317,155
Merchandise revenue 83,520, 83,176 36,225 41,694
Public relations revenue 9,000 -- 3,000 --
------------ ------------ ------------ ------------
Total 1,467,753 1,023,675 509,376 358,849
COST OF MERCHANDISE SOLD 66,816 83,176 28,980 31,185
------------ ------------ ------------ ------------
GROSS PROFIT 1,400,937 940,499 480,396 327,664
GENERAL AND ADMINISTRATIVE EXPENSES 792,112 896,934 337,466 412,044
------------ ------------ ------------ ------------
NET INCOME (LOSS) FROM OPERATIONS 608,825 43,565 142,930 (84,380)
INTEREST INCOME/EXPENSE NET 82,474 74,439 27,585 26,394
------------ ------------ ------------ ------------
NET INCOME (LOSS) BEFORE INCOME TAXES 691,299 118,004 170,515 (57,986)
PROVISION FOR INCOME TAXES 6,000 -- -- --
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 685,299 $ 118,004 $ 170,515 $ (57,986)
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE -
Basic and Diluted $ 0.01 $ 0.00 $ 0.00 $ 0.00
============ ============ ============ ============
WEIGHTED AVERAGE OF COMMON SHARES
OUTSTANDING - Basic and diluted 121,479,911 41,572,395 144,185,026 46,148,621
============ ============ ============ ============
Hmmm...Scores0City2...oldmanbadman rdncoic
Racy nightclub's rejection upheldThe zoning board had "more than substantial" reason to deny a Scores near Center City, a Phila. judge ruled.
By Joseph A. Slobodzian
Inquirer Staff Writer
After two hard-fought rounds against the city, it's Scores zero.
A Philadelphia judge has affirmed the zoning board's denial of a bid to put a branch of Scores, the national chain of "upscale adult entertainment nightclubs," in a former meatpacking plant at 450 N. Sixth St., on the edge of Center City.
In a 14-page opinion filed last Friday, Common Pleas Court Judge Gary S. Glazer wrote that the Zoning Board of Adjustment acted within its authority May 9 when it denied Sebastian Hanson's permit application.
"There was more than substantial evidence to support the board's decision to deny the certificate," Glazer wrote, noting that the board had conducted three hearings and filed 338 pages of transcript testimony and documents.
"Furthermore, this court may not substitute its own judgment for that of the board," Glazer added. "The board is only required to set forth sufficient facts and reasons to show that its actions are not arbitrary."
Joseph Beller, attorney for Hanson's SPH Associates, could not be reached for comment on whether he would appeal to Commonwealth Court.
Andrew S. Ross, a divisional deputy city solicitor who heads the Law Department's Administration Enforcement Division, said he expected an appeal.
Hanson's effort to reincarnate his shuttered Bash dance club into Scores Philadelphia is another example of the impact of the downtown's changing face.
Once, Philadelphia north of Callowhill Street from about Eighth to Fifth Streets was a no-man's-land of industrial buildings defended from pedestrians by the Vine Street Expressway and the ramps to and from the Ben Franklin Bridge.
But residential growth in Northern Liberties to the north, Old City to the south, and Chinatown to the west has expanded to where the neighborhoods seem ready to meet near Hanson's building.
At the zoning hearings this year, Hanson and Beller argued that an adult cabaret would be a suitable, even superior, use for a building in a tract zoned for limited industrial use.
Beller said that there were no homes within 500 feet of the building, and that the area was basically abandoned after dark.
And officials of Scores Holding Co. maintained that the clubs had a record of being good neighbors in New York, Chicago, and four other cities where they operate.
Scores clubs feature nude or topless women - depending on local rules - as well as food, drink, and live entertainment.
But residents and property owners from Northern Liberties and Old City, as well as City Councilman Frank DiCicco, testified that the neighborhood had evolved to the point where an adult cabaret would no longer be an asset.
The Zoning Board of Adjustment agreed, ruling that the Scores proposal did not include enough parking, would arguably "endanger public safety," and could have a "deleterious effect on the surrounding area, including planned residential and commercial development."
Hmmm...WaitingForBigNews...oldmanbadman rdncoic
In a moment of weakness I got emotional and bought 900,000+ shares of Scores holding at .009 cents U.S. (Live in Germany) Still expecting this company to outperform. :) :) :) Oh well, it is only money, nothing else. Besides, it will soon earn more per share than it is valued at. oldmanbadman rdncoic
Strip club expansion walks fine legal line
Officials question 2nd-floor entertainer ban
By Lynn Anderson
Sun Reporter
Originally published October 18, 2006
Baltimore's newest strip club, Scores, is poised to expand but without the striptease acts that its owner says draw pro athletes and diplomats alike.
Scores owner Brian Shulman won approval from the zoning appeals board recently to open a second-floor lounge at his Fallsway club but with the caveat that there would be no adult entertainment there.
The approval has city and liquor board officials wondering, however, what the prohibition means. They say there's no way they can stop entertainers from hanging out in the upstairs lounge as long as the women are dressed and not performing. The officials point out that lounge patrons will still be able to watch striptease performances via a large cut-through between the first and second floors.
"This has the potential for a problem," said David Tanner, executive director of the Board of Municipal and Zoning Appeals, which voted unanimously to give Shulman his expansion permit.
"It's a potentially volatile environment," said Samuel T. Daniels Jr., chief liquor inspector and acting executive secretary of the Baltimore liquor board, which oversees the city's adult entertainment industry.
Shulman, who bought the club, formerly known as the Atlantis, in 2004 for $1.8 million, has been trying to gain permission to expand for many months but has been stymied in part by the Archdiocese Of Baltimore, which is building a $13 million soup kitchen and employment center in the block next to Scores.
Lawyers for Associated Catholic Charities, which will operate the Our Daily Bread facility, contacted city zoning officials as recently as June in an effort to block the expansion of any adult entertainment beyond the first floor, according to zoning appeals board files.
"On several occasions we have corresponded with [city] representatives in relation to certain plans for unlawful expansion of ... adult-entertainment use at [Scores]," wrote attorney Ryan J. Potter in a June 16 letter to numerous city officials.
Church leaders backed off after Scores attorney Fred M. Lauer reassured them that the upstairs lounge would be a bar only and that there would be no nude dancing, according to a June 28 letter to city officials from Lauer updating them on the situation.
Technically, that is still the case, but questions have arisen as to how much patrons who sit in the upstairs lounge will benefit from the adult entertainment below. Scores entertainers begin their act at the top of a long metal staircase that starts on the second floor and connects to a first-floor stage. About midway down, there's a landing for pole dancing.
At a VIP opening of the club in March, the entertainers took full advantage of the pole dance landing even though the upstairs lounge had yet to open.
"This is dangerous," said Daniels, the chief liquor inspector, referring to the difficulty of enforcing the ban. "Obviously we will have to keep an eye on this."
Shulman could not be reached for comment, but his attorney, Lauer, said the club will respect the adult entertainment prohibition.
"Whatever we are legally allowed to do, we'll do," Lauer said.
A floor plan for Scores' second-floor lounge shows several private lounges, but it was unclear how those areas would be used given the zoning appeals board caveat.
Potter, the attorney for the archdiocese, did not return telephone calls to his office.
At the appeal hearing last week, Shulman and his attorney played down dancing girls and focused on the club's history. They said the cut-through had been there for years and presented an affidavit from the previous owner who testified that he had permission from the city to use the second floor for "business-related purposes."
"We are here to clarify with the board that the use [of the second floor] is a continuation of use that was established with the Atlantis club," said Lauer.
A representative of the city planning department told the zoning appeals board that his agency was opposed to the upstairs lounge because it would, as a result of the cut-through, allow an illegal expansion of adult entertainment activities at the site, which is in a section of the city that is not zoned for strip bars. The club has stayed open as a nonconforming use because it existed before the establishment of zoning laws that prohibited nude performances in certain areas.
But the appeals board sided with Scores and approved permits that will allow Shulman to open the lounge and use the third and fourth floors of his building for offices and storage.
"It would have been difficult to have the new owner put the floor back," said Tanner, who added that the board also took into consideration that there was no one present at the hearing who opposed the club owner's request.
Still, Tanner said he has his doubts about the decision. Asked whether the board's adult entertainment restriction would prohibit performers from even entering the upstairs lounge, he said he couldn't say.
"It's a good question," Tanner said. "'No adult entertainment' is pretty clear. Still, if an entertainer walks through the lounge, is that a violation?"
Said the liquor board's Daniels: "I would advise the owner not to play with matches."
Hmmm...MoreLegalWoesSettled...oldmanbadman rdncoic
$241,000 stripclub tab finally settled
Written by Administrator
Wednesday, 04 October 2006
Infamous New York stripclub 'Scores' says a lawsuit stemming from the huge bill a former telecom exec racked up there has been resolved.
The lawsuit over a former communications executive's $241,000 tab racked up at Scores nightclub has been settled, an attorney for Scores said Wednesday.
The terms of the settlement involving Scores, American Express, Savvis Inc., and former Savvis chief executive Robert McCormick are confidential, said Donald David, who represented Scores in the settlement talks.
"All the parties involved -- except for Savvis -- have agreed to say they resolved the suit 'amicably,'" said David. "Savvis plans to send out a more extensive statement on their own."
McCormick, of Clayton, Mo., resigned from Savvis (Research) Communications Corp. after an investigation into the $241,000, which was charged to his corporate American Express card after an alleged wild night at the Manhattan strip club on Oct. 22, 2003.
Savvis and McCormick refused to pay. In court documents, McCormick said he spent up to $20,000 at Scores that night. American Express then sued Scores, Savvis and McCormick.
The settlement was reached in the past few weeks, David said.
American Express said only that all parties resolved their differences.
Hmmm...ThisIsImportantNews...oldmanbadman rdncoic
Goldring can continue to run SCORES. He lost a court case which directed him to divest himself of controlling SCORES within one year. Lawyers can solve everything. Load up. .10 cents U.S. on the way. JMO oldmanbadman rdncoic
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 12, 2006
Scores Holding Company, Inc.
(Exact name of registrant as specified in its charter)
Utah 000-16665 87-0426358
---- --------- ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
533-535 West 27th St., New York, NY 10001
----------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(212) 868-4900
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Item 1.01 Entry into a Material Definitive Agreement
On September 12, 2006 the Company entered into an Employment Agreement with Richard K. Goldring, the President, Chief Executive Office and the sole director of the Company, and on September 12, 2006, the Board of Directors of the Company approved the Employment Agreement. The Employment Agreement is dated as of January 1, 2006 and has a ten-year term unless terminated by Mr. Goldring on sixty days notice to the Company. In consideration of Mr. Goldring serving as an executive officer, the Company is paying or providing Mr. Goldring with (i) a base annual salary of $160,000; (ii) the right to participate in all benefit plans of the Company; and (iii) annual travel, automobile, living and other expenses incurred by Mr. Goldring on the course of rendering services on behalf of the Company, provided that Mr. Goldring has all expenses in excess of $1,000 pre-approved by the Company.
The Employment Agreement and the employment relationship created thereby, will terminate upon the death or disability of Mr. Goldring, and may be terminated by us with or without cause or by Mr. Goldring for good reason. In the event the Employment Agreement is terminated by us without cause or by Mr. Goldring for good reason, Mr. Goldring will be entitled to receive a termination payment of $1,000,000.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On September 12, 2006, Elda Auerbach was appointed the Company's Secretary. Ms. Auerbach has worked in Marketing and Merchandising for the Company for over five years. Mrs. Auerbach has held similar positions providing Marketing and Merchandising services and manages operations at our 333 E. 60th Street "marquee" licensee for over ten years. Mrs. Auerbach also has a background in investments after working as a broker assistant for years.
On September 12, 2006, Curtis Smith was appointed as the Company's Chief Financial Officer. Mr. Smith has worked in public accounting for over 10 years and has a background in performing SEC audits and assisting in mergers and acquisitions for many high volume public companies. Mr. Smith earned his bachelors degree in Science from Syracuse University and has been licensed as a public accountant since 1996.
There are no employment agreements between the Company and either of Ms. Auerbach or Mr. Smith, and there have been no related-party transactions between the Company and either of Ms. Auerbach or Mr. Smith.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1 Employment Agreement, dated January 1, 2006, between Scores
Holding Company, Inc. and Richard Goldring.
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Scores Holding Company, Inc.
Dated: September 13, 2006 By: /s/Richard Goldring
-------------------------------
Richard Goldring, President and
Chief Executive Officer
--------------------------------------------------------------------------------
EXHIBITS
Exhibit 10.1 Employment Agreement, dated January 1, 2006, between Scores Holding Company, Inc. and Richard Goldring.
--------------------------------------------------------------------------------
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 1st day of January 2006, between SCORES HOLDING COMPANY, INC., a Utah corporation with its principal place of business at 533-535 West 27th Street, New York, New York 10001 ("SCOH") and RICHARD GOLDRING an individual whose address is 5 Fox Chase Drive, Watchung, NJ 07067 (the "Employee").
WITNESSETH
WHEREAS, SCOH intends to engage in the business of licensing the right to use the Scores name or other intellectual property owned by SCOH to adult entertainment nightclubs owned by third parties and affiliates; and
WHEREAS, Employee presently serves as President, Chairman, Chief Executive Officer and Financial advisor, for SCOH and SCOH seeks to further engage Employee on the terms and conditions set forth below; and
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT. SCOH hereby employs Employee and Employee accepts employment upon the terms and conditions of this Agreement. In addition to his other duties, Employee shall be primarily responsible for SCOH's licensing program. Employee shall not be precluded hereunder from continuing his employment as Operations Manager for Scores Showroom, an adult entertainment nightclub located at 333 East 60th Street, New York, New York and Go West Entertainment, Inc. located at 536 West 28th Street, New York, NY and SMG located at 17450 Biscayne Boulevard North Miami Beach, FL 33160 so long as such employment shall not interfere with Employee's ability to properly perform the duties assumed pursuant to this Agreement.
2. TERM. SCOH hereby employs Employee and Employee hereby accepts employment for a term commencing on the date hereof (the "Commencement Date"), and expiring on the tenth (10) anniversary of this Agreement, unless sooner terminated as hereinafter provided (the "Employment Period"). Except as otherwise provided herein, Employee may unilaterally terminate this Agreement at any time, upon providing SCOH with sixty (60) days prior written notice.
3. EMPLOYMENT AND DUTIES.
3.1 Title. Employee is employed in the capacity of President, Chief Executive Officer and Financial advisor for SCOH.
3.2 Duties and Responsibilities. The services to be rendered by Employee pursuant to this Agreement shall consist of such services as defined and directed by SCOH's board of directors. Employee agrees to perform such services with great diligence and care.
3.3 Observance of Rules and Regulations. Employee agrees to observe and comply with the rules and regulations of SCOH with respect to the performance of his duties.
--------------------------------------------------------------------------------
4. Compensation; Benefits and Expenses
4.1 Base Salary. As compensation for the services to be rendered hereunder, SCOH shall pay to Employee a base annual salary (the "Base Salary") of $160,000 payable in equal monthly installments.
4.2 Other Benefits. Employee shall also be eligible to participate in any benefit programs of SCOH, including but not limited to pension, insurance or other supplemental or special compensation plans or arrangements. Employee shall also be eligible to receive a performance based bonus as approved and authorized by SCOH's board of directors.
4.3 Travel, Automobile and Living Allowances. During the term of this Agreement, Employee shall be entitled to annual travel, automobile and living allowances. In connection herewith, SCOH agrees to advance and/or re-imburse Employee for all reasonable travel, automobile, living and other expenses incurred by Employee in rendering the services hereunder on behalf of SCOH provided Employee has all expenses in excess of $1,000 pre-approved by SCOH. Employee will be reimbursed upon presentation of vouchers or other documents reasonably necessary to verify the expenditures and sufficient, in form and substance, to satisfy Internal Revenue Service requirements for such expenses. The maximum amount of Employee's annual automobile and living allowances under this Agreement shall be determined by SCOH's board of directors.
5. DISABILITY OR DEATH OF EMPLOYEE.
5.1 SCOH shall obtain both death and disability insurance on Employee listing SCOH as the beneficiary in the combined minimum amount of $5,000,000. In the event Employee dies or becomes disabled during the Employment Period, entitling SCOH to receive payment under the insurance policy, SCOH's obligation to pay Employee further Base Salary and benefits shall cease. Notwithstanding the forgoing, Employee or his estate shall be entitled to all accrued but unpaid Base Salary and other benefits due to Employee through the date of death or disability.
5.2 (i) SCOH shall apply the insurance proceeds to the purchase of Employee's stock in SCOH which will be valued and purchased by SCOH at a 20% discount from the market price of the stock as at the date of death or disability.
(ii) Except as otherwise provided in Section 5.2(iv) below, in the event Employee owns SCOH stock with a value of less than $5,000,000 as at the date of death or disability, SCOH shall be entitled to retain the balance of insurance proceedings remaining after the purchase of Employee's SCOH stock.
(iii) In the event Employee owns stock with a value of more than $5,000,000 as at the date of death or disability, SCOH shall have the right, but not the obligation, to purchase more than $5,000,000 of such stock at the discounted price. In connection therewith, SCOH shall give notice to Employee or his estate, as the case may be, not more than 15 days after the date of death or disability to advise of its intention as to Employee's additional SCOH shares. Such notice will include the number of additional SCOH shares which are being purchased.
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(iv)Notwithstanding Section 5.2(ii) above, in the event Employee owns no SCOH stock or owns SCOH stock with a discounted value of less than $1,000,000 as at the date of death or disability, Employee or his estate, as the case maybe, shall be entitled to retain all of their SCOH shares and receive $1,000,000 of the insurance proceeds.
6. TERMINATION.
6.1 Termination By SCOH For Cause. Notwithstanding anything to the contrary in this Agreement, SCOH shall have the right, subject to this Section 6, to terminate this Agreement "for cause", by giving Employee seven (7) days prior written notice to that effect, and Employee's right to further compensation and benefits hereunder, shall then immediately cease. Any termination SCOH under this paragraph "for cause" shall be without prejudice to Employee's right to receive all compensation and benefits owed to him through the effective date of termination. As used herein and throughout this Agreement, the term "for cause" shall mean (i) commission of a willful act of dishonesty in the course of Employee's duties hereunder, (ii) a material breach of this Agreement that is not cured within 30 days of receipt of notice thereof, or
(iii) Employee's conviction of a criminal offense or crime constituting a felony or conviction in respect to any act involving fraud, dishonesty or moral turpitude resulting in detriment to SCOH or reflecting upon SCOH's integrity (other than traffic infractions or similar minor offenses).
6.2 Termination By Employee Other Than For Good Reason. In the event Employee terminates this Agreement without Good Reason (as defined in Section 6.3 hereof), Employee's rights to further compensation and benefits, hereunder shall then immediately cease. Employee must give SCOH a minimum of 60 days prior written notice to effect such a termination. Notwithstanding the foregoing, in the event Employee terminates this Agreement without Good Reason more than three years and less than seven years after the Commencement Date, SCOH shall pay Employee a $1,000,000 termination fee.
6.3 Termination by Employee for Good Reason or Termination BY SCOH without Cause.
(i) In the event Employee terminates this Agreement for "Good Reason" or SCOH terminates this Agreement without cause, Employee shall be entitled to receive all of the remaining Base Salary then due Employee under this Agreement plus any previously un-reimbursed travel, living or car expenses.
(ii) Employee shall have the right to terminate this Agreement and his employment hereunder for "Good Reason" if (A) Employee shall have given SCOH prior written notice of the reason therefore, (B) such notice shall have been given to SCOH within fifteen (15) days after Employee is notified or otherwise first learns of the event constituting "Good Reason," and (C) a period of fifteen (15) days following receipt by SCOH of such notice shall have lapsed and the matters which constitute or give rise to such "Good Reason" shall not have been cured or eliminated within such fifteen (15) day period, such period shall be extended up to forty-five (45) days, provided that SCOH shall take and diligently pursue during such period such action necessary to cure or eliminate such matters. In the event SCOH shall not take such action within such period, employee may send another notice to SCOH electing to terminate his employment hereunder and, in such event, Employee's employment hereunder shall terminate and the effective date of such termination shall be the 30 days after SCOH shall have received such notice.
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(iii) For the purpose of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Employee's prior written consent:
(1) Requiring Employee to engage in an illegal act, or an act which is inconsistent with prior practices of SCOH and which could reasonably be deemed to be materially damaging or detrimental to Employee;
(2) A default by SCOH in the payment of any material sum or the provision of any material benefit due to Employee pursuant to this Agreement;
(3) The failure of SCOH to obtain the assumption of this Agreement by any successor to substantially all of the assets or business of SCOH; or
(4) Any material breach by SCOH of any provision of this Agreement which is not corrected by SCOH or, if the breach cannot be corrected, as to which SCOH fails to pay to Employee reasonable compensation for such breach, within 60 days following receipt by SCOH of written notice from Employee specifying the nature of such breach.
7. CONFIDENTIALITY. Employee agrees that all confidential and proprietary information relating to the business of SCOH shall be kept and treated as confidential both during and after the term of this Agreement, except as may be permitted in writing by SCOH's Board of Directors or as such information is within the public domain or comes within the public domain without any breach of this Agreement.
8. ASSUMPTION OF INSURANCE POLICY. In the event this Agreement is terminated by SCOH without cause or by Employee for Good Reason, Employee shall have the right, if exercised by Employee in writing within 15 days of such termination, to assume the death and disability insurance policy, and to make Employee the beneficiary thereof.
9. INDEMNIFICATION. SCOH and Employee shall indemnify the other party for any losses, damages, liabilities, judgments, claims, costs, penalties and expenses incurred by such other party (including without limitation costs and reasonable attorneys' fees and costs), resulting from the indemnifying party's failure to perform any of their obligations contained in this Agreement. SCOH shall indemnify Employee against any liabilities incurred by him in connection with any proceeding to which he is made a party as the result of his performing his duties hereunder, unless such liability results from Employee's gross negligence or misconduct in the performance of such duties.
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10. VACATION. Employee shall be entitled to eight (8) weeks of paid vacation time per contract year.
11. GOVERNING LAW. This Agreement shall be governed by the internal laws of the State of New York. Any action to enforce any term hereof shall be brought exclusively within the state or federal courts of New York, New York to which jurisdiction and venue all parties hereby submit themselves.
12. BINDING EFFECT. Except as otherwise herein expressly provided, this Agreement shall be binding upon, and shall inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns.
13. NOTICES. All notices, designations, consents, offers, acceptances, waivers or any other communication provided for herein, or required hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, overnight courier, or delivered by hand.
The notices shall be addressed as follows:
If to Employee: to the address set forth above
If to SCOH: to the address set forth above
or to such other address as a party hereto may notify the other pursuant to this Section.
14. ADDITIONAL DOCUMENTS. Each of the parties hereto agrees to execute and deliver, without cost or expense to any other party, any and all such further instruments or documents and to take any and all such further action reasonably requested by such other of the parties hereto as may be necessary or convenient in order to effectuate this Agreement and the intents and purposes thereof
15. COUNTERPARTS. This Agreement and any amendments hereto may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, binding on the parties and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
16. ENTIRE AGREEMENT. This Agreement contains the sole and entire agreement and understanding of the parties and supersedes any and all prior agreements, discussions, negotiations, commitments and understandings among the parties hereto with respect to the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties concerning the subject matter hereto, which are not fully expressed herein or in any supplemental written agreements of even or subsequent date hereof
17. SEVERABILITY. If any provision of this Agreement, or the application thereof to any person or circumstances, shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
18. MODIFICATION. This Agreement cannot be changed, modified or discharged orally, but only if consented to in writing by both parties.
19. CONTRACT HEADINGS. All headings of the Sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part of this Agreement, and shall in no way affect the interpretation of any of the provisions of this Agreement.
20. WAIVER. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times.
21. REPRESENTATION OF EMPLOYEE. Employee, with the full knowledge that SCOH is relying thereon, represents and warrants that he has not made any commitment inconsistent with the provisions hereof and that he is not under any disability which would prevent him from entering into this Agreement and performing all of his obligations hereunder.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
SCORES HOLDING COMPANY, INC.
By: /s/ Richard K. Goldring
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Name: Richard K. Goldring
Title: President and Chief Executive Officer
/s/ Richard K. Goldring
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Richard K. Goldring
Hmmm...WowThisIsPainful...oldmanbadman rdncoic
Gosh, You guys and gals are hardcore. It hurts to post to this website. (SCRH) But eveything to to the side. It sure looks like SCRH is going to be a screamer. i.e. Soon to spike, jump, go to DA MOON! Why, darn, making money and no following. Or? oldmanbadman rdncoic at Ragingbull.com message board SCHR