Scores Holding Q1 profit, going-concern warning

SCORES HOLDING CO INC (SCRH) reported a very small but profitable quarter while continuing to face severe financial risk.

Rhea-AI Filing Summary

SCORES HOLDING CO INC (SCRH) reported a very small but profitable quarter while continuing to face severe financial risk. For the three months ended March 31, 2025, royalty revenue was $52,800, down from $73,500 a year earlier as one revenue source was not recognized under ASC 606 collectability rules. Aggressive cost control cut general and administrative expenses to $15,495 from $41,625, lifting net income to $37,305 from $31,875.

The balance sheet remains weak: total assets were $128,449 against total liabilities of $663,554, leaving a stockholders’ deficit of $535,105 and a working capital deficit of $139,105. Contract liabilities were $396,000, reflecting licensing fees collected but not yet recognized as revenue. The company disclosed an accumulated deficit of $6,780,908 and stated that these conditions raise substantial doubt about its ability to continue as a going concern. Management also reported material weaknesses in internal control over financial reporting related to the financial close process and journal entry/reconciliation controls, and is planning remediation steps while concluding the financial statements still fairly present results.

Positive

• Net income increased to $37,305 from $31,875 year over year despite lower revenue, driven by sharply reduced operating expenses.
• General and administrative expenses fell to $15,495 from $41,625, reflecting cost reductions including lower management fees and elimination of an insurance policy.

Negative

• The company reported a working capital deficit of $139,105 and an accumulated deficit of $6,780,908, and stated that these conditions raise substantial doubt about its ability to continue as a going concern.
• Management identified material weaknesses in internal control over financial reporting, including deficiencies in the financial statement close process and in preparation, documentation, and review of journal entries and reconciliations.
• Revenue declined 28%, from $73,500 to $52,800, as one revenue source was not recognized in 2025 due to collectability not being probable under ASC 606.
• The balance sheet shows a stockholders’ deficit of $535,105 and total liabilities of $663,554 against only $128,449 in total assets, indicating a highly leveraged and thinly capitalized position.

Filing Explained

At March 31, 2025, operations generated only $100 of operating cash, while future equity financing remained a possibility rather than a disclosed issuance.

This Form 10-Q is an unaudited interim report for the quarter ended March 31, 2025; filed on September 18, 2026, it reports $165,186,144 of common shares outstanding as of September 9, 2026 and no unregistered equity sales in Item 2.

The company says it may sell equity or convertible debt to fund future needs, which is a possible financing route rather than a completed issuance; additional shares would reduce existing holders’ percentage ownership absent offsetting changes.

For the quarter, operating activities provided $100 of cash and ending cash was $87,149, while net income was $37,305; the filing therefore shows positive earnings alongside only $100 of reported operating cash generation.

The filing also reports $128,000 owed to related parties at March 31, 2025 and a management-fee amendment setting the fee at $12,000 annually for a two-year period.

The unresolved financing item is whether the possible equity or convertible-debt routes become a committed financing or issuance; this filing does not say that either has occurred.

Key Figures

Royalty Revenue: $52,800 Royalty Revenue Prior Year: $73,500 Net Income: $37,305 +5 more

8 metrics

Royalty Revenue $52,800 Three months ended March 31, 2025

Royalty Revenue Prior Year $73,500 Three months ended March 31, 2024

Net Income $37,305 Three months ended March 31, 2025

General and Administrative Expenses $15,495 Three months ended March 31, 2025

Cash and Cash Equivalents $87,149 Balance as of March 31, 2025

Working Capital Deficit $139,105 Current liabilities less current assets as of March 31, 2025

Accumulated Deficit $6,780,908 As of March 31, 2025

Contract Liabilities $396,000 Long-term contract liabilities as of March 31, 2025

Key Terms

going concern, ASC 606, contract liabilities, material weakness, +2 more

6 terms

going concern financial

"These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

ASC 606 financial

"Under ASC 606, revenue from the initiation fees are recognizable at a point in time"

A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.

contract liabilities financial

"Contract Liabilities arise when the Company collects cash from a customer"

Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.

material weakness financial

"The control deficiencies as of March 31, 2025, and subsequent reports should be considered material weaknesses"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

working capital deficit financial

"As of March 31, 2025, the Company had an accumulated deficit totaling $6,780,908 and working capital deficit of $139,105"

A working capital deficit occurs when a company's short-term obligations—like bills, supplier payments and near-term debt—are larger than its readily available short-term resources such as cash, money expected from customers, and inventory that can be sold. Like a household whose monthly bills exceed its checking account, it signals potential difficulty paying immediate expenses, which matters to investors because it raises the chance the company will need outside financing or cut operations, affecting risk and value.

royalty revenue financial

"Licensing fees represent the fees the Company receives from the licensing of the Company’s Scores trademark"

Royalty revenue is money a company earns when it lets others use its intangible assets—such as patents, trademarks, copyrights, or natural resources—and receives payments tied to sales, production, or a fixed fee. Investors watch royalty revenue because it can provide steady, high-margin income with low ongoing costs, much like a landlord collecting rent: dependable cashflow that depends on the licensee’s success and the terms of the agreement.

Earnings Snapshot

Royalty Revenue: $52,800

Three months ended March 31, 2025

Royalty Revenue $52,800 Down from $73,500 in the three months ended March 31, 2024

Net Income $37,305 Up from $31,875 in the three months ended March 31, 2024

General and Administrative Expenses $15,495 Down from $41,625 in the three months ended March 31, 2024

Net Cash Provided by Operating Activities $100 Improved from $(17,333) in the three months ended March 31, 2024

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did SCRH’s revenue change in the quarter ended March 31, 2025?

Revenue for SCRH was $52,800 for the three months ended March 31, 2025, down from $73,500 in the prior-year period. The decrease was primarily because one revenue source was not recognized in 2025 as collectability was not probable under ASC 606.

Was SCORES HOLDING CO INC (SCRH) profitable in the March 31, 2025 quarter?

Yes. SCRH reported net income of $37,305 for the three months ended March 31, 2025, compared with $31,875 a year earlier. The improvement came mainly from lower general and administrative expenses, even though revenue declined.

What going concern risks did SCRH disclose in this 10-Q?

SCRH disclosed an accumulated deficit of $6,780,908 and a working capital deficit of $139,105 as of March 31, 2025, and stated these conditions raise substantial doubt about its ability to continue as a going concern within one year after the financials are issued.

What is SCRH’s liquidity position as of March 31, 2025?

As of March 31, 2025, SCRH had $87,149 in cash and cash equivalents, total current assets of $128,449, and total current liabilities of $267,554, resulting in a working capital deficit of $139,105.

What internal control issues did SCRH report in this filing?

SCRH’s management, including the CEO and CFO, concluded that disclosure controls and procedures were not effective as of March 31, 2025, citing material weaknesses in the financial statement review and close process, and in controls over journal entries and account reconciliations.

How concentrated are SCRH’s royalty revenues among licensees?

For the three months ended March 31, 2025, royalty revenues came from four licensees, with concentrations from 14% to 45%, totaling 91% of revenue. Three receivables from five licensees represented 100% of trade receivables.

What are SCRH’s outstanding shares and capital structure?

As of March 31, 2025, SCRH had 165,186,144 common shares issued and outstanding, with no preferred stock outstanding. Stockholders’ deficit totaled $535,105, including common stock of $165,186, additional paid-in capital of $6,080,617, and an accumulated deficit of $6,780,908.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 10-Q

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(Mark One)

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

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For the quarterly period ended: March 31, 2025

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or

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

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For the transition period from            to           

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Commission File Number: 000-16665

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SCORES HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

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Utah	​ ​ ​	87-0426358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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34-27 Steinway Street Long Island City, NY	​ ​ ​	11101
(Address of principal executive offices)		(Zip Code)

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212-246-9090

(Registrant’s telephone number, including area code)

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N/A

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

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Securities registered pursuant to Section 12(b) of the Act: None

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
N/A	​	N/A	​	N/A

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

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☐  No  ☒

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

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

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

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As of September 9, 2026 there were 165,186,144 shares of common stock, $0.001 par value per share, outstanding.

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Table of Contents

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION	​
Item 1. Financial Statements (unaudited)	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures about Market Risk	6
Item 4. Controls and Procedures	7
PART II – OTHER INFORMATION	8
Item 1. Legal Proceedings	8
Item 1A. Risk Factors	8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3. Defaults upon Senior Securities	8
Item 4. Mine Safety Disclosure	8
Item 5. Other Information	8
Item 6. Exhibits	9

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2

Table of Contents

FORWARD-LOOKING STATEMENTS

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

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3

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PART I –FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Balance Sheets	F-2
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Unaudited Condensed Consolidated Statements of Operations	F-3
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Unaudited Condensed Consolidated Statements of Cash Flows	F-4
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Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Deficit	F-5
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Notes to Unaudited Condensed Consolidated Financial Statements	F-6

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F-1

Table of Contents

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

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​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
​	​ ​ ​	2025		​ ​ ​	2024
​	​	(unaudited)		​	​	​
ASSETS		​	​		​	​
​		​	​		​	​
CURRENT ASSETS:		​	​		​	​
Cash and cash equivalents	​	$	87,149	​	$	87,049
Trade receivables, net of allowance for credit losses of $0 and $0, respectively	​		41,300	​		36,000
Related party receivable	​		—	​		5,250
Total Current Assets	​		128,449	​		128,299
​	​		​	​		​
TOTAL ASSETS	​	$	128,449	​	$	128,299
​	​		​	​		​
LIABILITIES AND STOCKHOLDERS’ DEFICIT	​		​	​		​
​	​		​	​		​
CURRENT LIABILITIES:	​		​	​		​
Accounts payable and accrued expenses	​	$	139,554	​	$	175,209
Related party payable	​		128,000	​		125,000
​	​		​	​		​
Total Current Liabilities	​		267,554	​		300,209
​	​		​	​		​
Contract Liabilities	​		396,000	​		400,500
​	​		​	​		​
TOTAL LIABILITIES	​		663,554	​		700,709
​	​		​	​		​
Commitments and Contingencies (Note 7)	​		—	​		—
​	​		​	​		​
STOCKHOLDERS’ DEFICIT	​		​	​		​
Preferred stock, $.0001 par value, 10,000,000 shares authorized, -0- share issued and outstanding	​		—	​		—
Common stock, $.001 par value; 500,000,000 shares authorized, 165,186,144 shares issued and 165,186,144 shares outstanding, respectively	​		165,186	​		165,186
Additional paid-in capital	​		6,080,617	​		6,080,617
Accumulated deficit	​		(6,780,908)	​		(6,818,213)
​	​		​	​		​
Total Stockholders’ Deficit	​		(535,105)	​		(572,410)
​	​		​	​		​
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	​	$	128,449	​	$	128,299

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See notes to the unaudited condensed consolidated financial statements.

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F-2

Table of Contents

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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​	​	​	​	​	​	​
​	​	Three Months ended
​	​ ​ ​	March 31,
​	​	2025		​ ​ ​	2024
REVENUES	​	​	​		​	​
​	​	​	​		​	​
Royalty Revenue	​	$	52,800	​	$	73,500
Total Revenue	​	​	52,800	​	​	73,500
OPERATING EXPENSES	​		​	​		​
General and Administrative Expenses	​		15,495	​		41,625
INCOME FROM OPERATIONS	​		37,305	​		31,875
NET INCOME	​	$	37,305	​	$	31,875
NET INCOME PER SHARE-Basic and Diluted	​	$	0.000	​	$	0.000
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING-Basic and Diluted	​	​	165,186,144	​	​	165,186,144

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See notes to the unaudited condensed consolidated financial statements.

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F-3

Table of Contents

SCORES HOLDING COMPANY INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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​	​	​	​	​	​	​
​	​	Three Months ended
​	​	March 31,
​	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
CASH FLOWS FROM OPERATING ACTIVITIES:		​	​		​	​
Net Income	​	$	37,305	​	$	31,875
​	​		​	​		​
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:	​		​	​		​
​	​		​	​		​
Changes in operating assets and liabilities:	​		​	​		​
Trade receivable	​		(5,300)	​		(3,000)
Related party receivables	​	​	5,250	​	​	—
Accounts payable and accrued expenses	​	​	(35,655)	​	​	13,292
Contract liabilities	​	​	(4,500)	​	​	(4,500)
Related party payables	​	​	3,000	​	​	(55,000)
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES	​		100	​		(17,333)
​	​		​	​		​
CASH FLOW FROM INVESTING ACTIVITES:	​	​	—	​	​	—
​	​	​	​	​	​	​
CASH FLOW FROM FINANCING ACTIVITIES:	​		—	​		—
​	​		​	​		​
NET INCREASE/(DECREASE) IN CASH	​		100	​		(17,333)
Cash and cash equivalents - beginning of period	​		87,049	​		46,624
Cash and cash equivalents - end of period	​	$	87,149	​	$	29,291
​	​		​	​		​
Supplemental disclosures of cash flow information:	​		​	​		​
Cash paid during the period for interest	​	$	—	​	$	587
Cash paid for income taxes	​	$	—	​	$	—

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See notes to the unaudited condensed consolidated financial statements.

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F-4

Table of Contents

SCORES HOLDING COMPANY, INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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Additional

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Total

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Common Stock

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Paid in

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Accumulated

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Stockholders’

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Shares

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Amount

​ ​ ​

Capital

​ ​ ​

Deficit

​ ​ ​

Deficit

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as of December 31, 2023

​

165,186,144

​

$

165,186

​

$

6,080,617

​

$

(6,865,478)

​

$

(619,675)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Income

​

—

​

​

—

​

​

—

​

​

31,875

​

​

31,875

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as of March 31, 2024

​

165,186,144

​

$

165,186

​

$

6,080,617

​

$

(6,833,603)

​

$

(587,800)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as of December 31, 2024

​

165,186,144

​

$

165,186

​

$

6,080,617

​

$

(6,818,213)

​

$

(572,410)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Income

​

—

​

​

—

​

​

—

​

​

37,305

​

​

37,305

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as of March 31, 2025

​

165,186,144

​

$

165,186

​

​

6,080,617

​

$

(6,780,908)

​

$

(535,105)

​

See notes to the unaudited condensed consolidated financial statements.

​

​

F-5

Table of Contents

SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1.Organization

BASIS OF PRESENTATION

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

These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements of the Company include the accounts of Scores Licensing Corp. (“SLC”), its wholly-owned subsidiary.

The Company’s condensed consolidated financial statements include the Company’s accounts, as well as those of its wholly-owned subsidiary. The Company’s accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the condensed consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2025.

​

Note 2.Summary of Significant Accounting Principles

Going Concern

As of March 31, 2025, the Company had an accumulated deficit totaling $6,780,908 and working capital deficit of $139,105. Because of these conditions, the Company will require additional working capital to develop business operations. The Company intends to raise additional working capital through the continued licensing of its brand with its current and new operators. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company’s working capital requirements. To the extent that funds generated from any future use of licensing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-6

Table of Contents

SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Revenue Recognition

Under ASC 606, revenue from the initiation fees are recognizable at a point in time (first month of the contract) and royalty revenues are recognized over time for those contracts with probable collections.

The Company’s license fee revenue is generated from royalties earned through intellectual property licensing agreements which permit the licensee to use the recognition and status of the Scores brand in order to promote their businesses. Under ASC 606, revenue is recognized throughout the life of the executed licensing agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over the service to its customer.

A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The Company’s customers typically receive the benefit of its services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Contract Liabilities arise when the Company collects cash from a customer, however if steady collection is not considered probable under ASC 606, the revenue is deferred until collection becomes probable or the contract is terminated.

Nature of goods and services

The following is a description of the Company’s products and services from which it generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:

i. Licensing Revenue

Licensing fees represent the fees the Company receives from the licensing of the Company’s Scores trademark. The terms of the royalties earned under these license agreements vary from a flat monthly fee to a percentage of the revenues of the licensee on a monthly basis. The licensing rights are transferred to the Company’s customers over time, and the Company recognizes licensing revenue over time because the customer will simultaneously receive and consume the benefit from the license as the performance occurs.

ii. Stand-Ready for Consulting and Club Set-up Services

The Company offers an initial set-up and consultation to new clubs in order to aid in the opening and operation. The services are provided within the first month of any licensing agreements, and sometimes are not requested by the licensee and therefore never provided.

Concentration of Credit Risk

The Company received royalty revenues from 4 licensees during the 3 months ended March 31, 2025. The Company received royalty revenues from 5 licensees during the 3 months ended March 31, 2024.

With regards to three months ending March 31, 2025, concentrations of revenue from four licensees from 14% to 45%, totaling 91%. There are three receivables from five licensees totaling 100%. There are no revenues or receivables from licensees that are considered related parties.

With regards to three months ending March 31, 2024, concentrations of revenue from four licensees for from 10% to 33%, totaling 94%. There are two receivables from five licensee totaling 100%. There are no revenues or receivables from licensees that are considered related parties.

F-7

Table of Contents

SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Principles of consolidation

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

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments, with a maturity of three months or less when purchased, to be cash equivalents. There are times when cash may exceed $250,000, the FDIC insured limit. At March 31, 2025 and December 31, 2024, the uninsured balance amounted to $-0- and $-0-, respectively.

Earnings per Share

Under ASC 260-10-45, “Earnings Per Share”, basic income (loss) per common share is computed by dividing the income (loss) applicable to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted income (loss) per common share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. As of March 31, 2025, there are no outstanding stock equivalents. Accordingly, the weighted average number of common shares outstanding for the periods ended March 31, 2025 and 2024, respectively, is the same for purposes of computing both basic and diluted net income per share for such periods.

Fair Value of Financial Instruments

The carrying value of trade receivable, accounts payable and accrued expenses and related party payable, approximate their fair values based on the short-term maturity of these instruments.

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

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

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or quoted prices in active markets for similar assets or liabilities.

Level 3: Unobservable inputs are used when little or no market data is available including the Company’s own assumptions in determining the fair value. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Recently Issued Accounting Standards Update

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”).

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effect of this standard will have on its consolidated financial statements and disclosures.

F-8

Table of Contents

SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures, which requires additional disclosures about certain income statement expense captions for public business entities. The guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statement disclosures and does not expect them to have a material impact.

In 2025, the FASB also issued ASUs on internal-use software, government grants received by business entities, derivatives scope refinements and revenue scope clarification for share-based noncash consideration from a customer, interim reporting, and codification improvements. The Company is currently evaluating the effect this standard will have on its consolidated financial statement disclosures and does not expect them to have a material impact.

All other accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.

Note 3.Disaggregation of Revenue

Disaggregation of revenue

In the following table, revenue is disaggregated by major products/service lines, and timing of revenue recognition:

​

​	​	​	​	​	​	​
​	​	For the Three Months Ended
​	​	March 31,
​	​ ​ ​	2025		​ ​ ​	2024
Major products/service lines		​	​	​	​	​
Licensing fees - royalty revenue	​	$	52,800	​	$	73,500
​	​	​	​	​	​	​
Total Revenue	​	$	52,800	​	$	73,500
​	​	​	​	​	​	​
Timing of revenue recognition	​	​	​	​	​	​
Products transferred at a point in time	​	$	—	​	$	—
Products and services transferred over time	​	​	52,800	​	​	73,500
​	​	$	52,800	​	$	73,500

​

F-9

Table of Contents

SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Contract balances

The following table provides information about receivables, assets, and liabilities from contracts with customers:

​

​	​	​	​	​	​	​
​	​ ​ ​	March 31,		​ ​ ​	December 31,
​	​	2025		​	2024
Assets		​	​		​	​
Trade receivables - net	​	$	41,300	​	$	36,000
Liabilities	​	​	​	​		​
Contracted liabilities - long term	​	$	396,000	​	$	400,500

​

​	​	​	​	​	​	​
​	​ ​ ​	March 31,		​ ​ ​	December 31,
​	​	2025		​	2024
Contract liabilities	​	​	​	​	​	​
Opening	​	$	400,500	​	$	418,500
Additions	​	​	—	​		—
Transfer to revenue	​	​	(4,500)	​		(18,000)
Ending	​	$	396,000	​	$	400,500

​

Contract receivables are recorded at the invoiced amount and do not bear interest. Credit is extended based on the evaluation of a customer’s financial condition and collateral is not required.

The contract liabilities primarily relate to amounts billed in advance of performance obligations being satisfied are booked as deferred revenue.

Note 4.Segment Reporting

The Company operates as a single operating and reportable segment. The Company’s operations consist primarily of licensing the “SCORES” name and trademarks to independently owned and operated establishments.

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM assesses the Company’s operating performance and makes decisions regarding the allocation of resources based on the Company’s consolidated results of operations. The measure of segment profit or loss used by the CODM is net income, as reported in the Company’s condensed consolidated statements of operations.

The CODM is regularly provided with the Company’s consolidated revenues and expenses as presented in the condensed consolidated statements of operations. The significant expense category regularly provided to the CODM and included in the measure of segment profit or loss is general and administrative expenses.

The following table summarizes the Company’s single reportable segment:

​

​	​	​	​	​	​	​
​	​	For the Three Months
​	​	Ended March 31,
​	​ ​ ​	2025		​ ​ ​	2024
Royalty revenue	​	$	52,800	​	$	73,500
General and administrative expenses	​	$	(15,495)	​	$	(41,625)
​	​	​	​	​	​	​
Segment profit/Net income	​	$	37,305	​	$	31,875

​

F-10

Table of Contents

SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The amounts reported above are consistent with the corresponding amounts presented in the Company’s condensed consolidated statements of operations. Accordingly, no reconciliation of segment revenues or segment profit to the consolidated financial statements is necessary.

The CODM is not regularly provided with a measure of segment assets.The CODM uses net income, together with revenue and general and administrative expenses, to evaluate operating performance, assess results compared with expectations, and make resource allocation decisions.

Note 5.Related-Party Transactions

Transactions with Common ownership affiliates:

The Company previously leased office space directly from Westside Realty of New York, Inc. (“WSR”), the owner of the West 27th Street Building. The majority owner of WSR (80%) is Robert M. Gans, who is also the Chief Executive Officer of the Company. Since April 1, 2009, the monthly rent has been $2,500 per month including overhead costs. This lease was terminated on December 31, 2020. As a result, this location was closed along with the offices of Scores Holding Co., Inc. With that the accounting operations were relocated to another property owned by another related party. WRNY did not charge rent from 1/1/2020 forward and the $22,500 balance due of rent owed was abated and never paid. Accordingly, this was written-off to additional paid in capital during the period ended June 30, 2023.

Effective January 1, 2013, the Company entered into a management services agreement with Metropolitan Lumber Hardware and Building Supplies, Inc. (“Metropolitan”) pursuant to which Metropolitan provides management and other services to the Company, including the services of Robert M. Gans and Howard Rosenbluth, who is also the Chief Financial Officer of the Company, to act as executive officers of the Company. In consideration of the services, the Company paid Metropolitan a fee in the amount of $30,000 per year. Effective May 5, 2015, the agreement was amended increasing the annual fee to $90,000. Effective January 1, 2017, the agreement was further amended to remove the requirement that the services of Robert M. Gans to be provided under the agreement. In addition, Metropolitan shall be eligible for a discretionary cash bonus. The agreement may be terminated by either party upon ten days written notice. Mr. Gans is the sole owner of Metropolitan. Effective May 13, 2026, the agreement was amended decreasing the annual fee to $12,000. The Company incurred management fees of $3,000 for the three months ended March 31, 2025 and $22,500 for the three months ended March 31, 2024. The Company owed $128,000 and $125,000 in unpaid management services as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, the Company has a receivable of $0 due from Metropolitan. The Company collected the balance on February 21, 2025. The Company is due $0 and $5,250 as of March 31, 2025 and December 31, 2024, respectively.

The total amounts due to the various related parties as of March 31, 2025 and December 31, 2024, was $128,000 and $125,000 respectively and the total amounts due to the Company from the various related parties as of March 31, 2025 and December 31, 2024, was $0 and $5,250 respectively.

Note 6.Licensees

The Company has six license agreements as of August 4, 2026.

See Note 7 for litigation relating to one of the Company’s license agreements.

​

Note 7.Contract liabilities

License agreements sometimes include Initiation/Inception Fees. Please see Note 3 for a detailed discussion of this matter.

​

F-11

Table of Contents

SCORES HOLDING CO., Inc and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 8.Commitments and Contingencies

Effective January 1, 2025, the Company records a monthly management fee of $1,000 for services provided by Metropolitan on behalf of the Company, compared with $7,500 per month in 2024. Due to a decrease in the Company’s revenue and its limited ability to pay the original annual management fee of $90,000, the Company and Metropolitan entered into a Second Amendment to the Management Agreement. The amendment reduced the annual management fee to $12,000 for the two-year period from January 1, 2025 through December 31, 2026. At the end of this period, the Company has accrued the amount of $128,000 payable for the management fee and intends to evaluate whether its financial condition supports reinstating the original management fee of $7,500 per month, or $90,000 annually.

On August 5, 2025, in an action entitled Jane Doe v. Roderick A. Martin, Scores Holding Company, Inc., Stone Park Entertainment, Inc., d/b/a Scores Chicago, filed in the Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2025L009824, the Plaintiff states a cause of action against Defendant Roderick A. Martin for Intentional Assault and Battery and cause of actions against Scores Chicago and the Company for Negligent Security/Premises Liability; Negligent Hiring, Supervision or Retention; Intentional Infliction of Emotion Distress; Willful and Wanton Misconduct; and Breach of Contract stemming from allegations that she was sexually assaulted and battered at the Scores adult entertainment club located in Chicago, Illinois (“Scores Chicago”). The Company is currently seeking counsel licensed in the State of Illinois to represent it. It is anticipated that the Company will move to dismiss the action against it because the Company, as simply the owner of the “Scores” brand and trademarks, did not own, operate or otherwise control Scores Chicago or employ, manage, or otherwise control Plaintiff’s employment.

On January 21, 2022 the Company and “Scores Chicago” entered into a Settlement Agreement and Amendment to the Licensing Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to change the monthly licensing fee to a flat rate. On March 12, 2026, a Settlement Agreement and Amendment to the Licensing Agreement with Scores Chicago was signed to address and settle a prior licensing fee balance due at February 28, 2026 of $106,500. for $80,000 by forgiving $26,500 owed and to revise the monthly license fee from $7,500 per month to $5,000. As of March 31, 2025, the receivable was $18,300. All other terms of the original agreement were to remain in effect.

On March 23, 2022 the Company and “Scores Las Vegas” entered into a First Amendment to the Scores Trademark Sublicense Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to make a one-time payment for granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant for a period of twenty-five years. All other terms of the original agreement were to remain in effect.

On September 23, 2022, the Company and “Scores Sports Bar” entered into a First Amendment to Scores Sports Bar Service/Trademark License Agreement. Because of the impact the Covid 19 Pandemic had on the economy and the hospitality industry, certain benchmarks in the original licensing agreement became difficult to accomplish. Essentially the amendment extended the term of the original agreement, established a new timeframe for licensing fee payments and reduced the minimum number of new establishments to be opened to a more realistic amount given the economic effects of Covid 19. Effective July 24, 2025, the agreement with Scores Sports Bar was terminated.

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

Note 9.SUBSEQUENT EVENTS

Please see Note 8 for events concerning legal matters.

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

​

​

F-12

Table of Contents

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

Scores Holding Company, Inc. (“Scores,” the “Company,” “we,” “us” or “our”) was incorporated in Utah on September 21, 1981 under the name Adonis Energy, Inc. We adopted our current name in July 2002. Since 2003, we have been in the business of licensing the “Scores” trademarks and other intellectual property to fine gentlemen’s nightclubs with adult entertainment in the United States. As of August 4, 2026, there are six such clubs operating under the Scores name, in Chicago, Illinois; Tampa, Florida; Mooresville, North Carolina; Palm Springs, Florida, Las Vegas, Nevada, and Huntsville Alabama.

On January 27, 2009, Mitchell’s East LLC, wholly owned by Robert M. Gans, acquired a majority interest in our outstanding capital stock. I.M. Operating LLC (“IMO”), which is partially owned by Robert M. Gans who is also our majority shareholder, has signed a licensing agreement with us and commenced operations in New York of a new club (the “New York Club”) under the Scores name in May 2009. Effective September 1, 2017, IMO no longer owned or operated the New York Club and terminated its licensing agreement with the Company. IMO sold the New York Club to Club Azure LLC (“CA”) which was owned by Mark Yackow who is the sole owner (100%) of CA and former Chief Operating Officer of IMO. Mr. Yackow passed away on October 12, 2020. Effective September 1, 2017, the Company granted an exclusive, non-transferable license for the use of the “Scores New York” to CA for the New York Club.

Summary of Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies and estimates during the three months ended March 31, 2025 from our critical accounting policies and estimates disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K.

Results of Operations

Three Months Ended March 31, 2025 (“the 2025 three-month period”) Compared to Three Months Ended March 31, 2024 (“the 2024 three-month period”).

Revenues:

Revenues slightly decreased to $52,800 for the 2025 three-month period from $73,500 for the 2024 three-month period as one source of revenue that was not recognized in 2025 because collectability was not probable under ASC 606, while it was recognized in 2024.

Our licenses are structured such that we receive royalty payments representing a percentage of revenues of the licensee, or structured with a flat monthly rate.

Other Expense

Total other expenses remained the same at $0 for the 2025 three-month period and the 2024 three-month period.

General and Administrative Expenses:

General and administrative expenses decreased during the 2025 and 2024 three-month period to $15,495 from $41,625 respectively due to the decrease in accounting services, SEC filing fees and elimination of the insurance policy. Legal expenses, which are reflected in general and administrative expenses, attributable to ongoing litigation amounted to ($7,466) for 2025 and $355 for 2024. In 2025, we received a reimbursement of legal fees that were previously expensed in the prior year.

4

Table of Contents

Provision for Income Taxes

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

Net Income:

Our net income $37,305 or $0.000 per share for the 2025 three-month period as compared to our net income $31,875 or $0.000 per share for the 2024 three-month period. This slight increase in our net income in 2025 was due to the elimination of the insurance policy and some additional accounting services.

Net income per share data for both the 2025 three-month period and the 2024 three-month period is based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding.

Liquidity and Capital Resources

Going Concern:

Various conditions such as the accumulated losses, working capital deficit, significant debt, and the results of litigation raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Cash:

At March 31, 2025, we had $87,149 in cash and cash equivalents compared to $87,049 in cash and cash equivalents at December 31, 2024.

Operating Activities:

Net cash provided by/(used in) operating activities for the 2025 and 2024 three-month period was $100 and ($17,333), respectively. The decrease in cash is related to the collection of receivable and payment of monies owed on accounts payable and accrued expenses.

Financing Activities:

Net cash used in financing activities for the 2025 three-month period was $0 and net cash used in financing activities for the 2024 three-month period was $0.

Investing Activities:

Net cash provided by investing activities for the 2025 three-month period was $0 and net cash used in investing activities for the 2024 three-month period was $0.

Future Capital Requirements:

We have incurred significant losses since the inception of our business. Since our inception, we have been dependent on funding from private lenders and investors to conduct operations. As of March 31, 2025, we had an accumulated deficit of $(6,780,908). As of March 31, 2025, we had total current assets of $128,449 and total current liabilities of $267,554 or working capital deficit of $139,105. As of December 31, 2024, we had total current assets of $128,299 and total current liabilities of $300,209 or working capital deficit of $171,910. The decrease in the amount of working capital deficit has been primarily attributable to the payment accounts payable and accrued expenses.

5

Table of Contents

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

Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in this report and other filings with the Securities and Exchange Commission, reports to the Company’s shareholders. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.

The forward-looking statements contained in this report include, but are not limited to, statements regarding (1) the Company’s ability to finance its future working capital.

The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Recently Issued Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2025.

Impact of inflation and seasonality

We do not anticipate any changes due to inflation and/or seasonality.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

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ITEM 4.CONTROLS AND PROCEDURES.

There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

(a) Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer), as of March 31, 2025, the end of the period covered by this report, our CEO and Chief Financial Officer have concluded that our disclosure of controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are not effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management concluded that our disclosure controls and procedures were not effective as of March 31, 2025, because of the deficiencies in our internal control over financial reporting relating to the effectiveness and timeliness of our financial statement review process, including policies and procedures governing our financial statement close process, and control in the preparation, documentation, and review of journal entries and account reconciliations

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The control deficiencies as of March 31, 2025, and subsequent reports should be considered material weaknesses in our internal control over financial reporting.

As set forth below, management has taken or will take steps to remediate the control deficiencies identified above. Notwithstanding the control deficiencies described above, we have performed additional analyses and other procedures to enable management to conclude that our condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial condition and results of operations as of and for the three-month period ended March 31, 2025.

Management’s Remediation Plan

In response to the deficiencies discussed above, we plan to continue efforts already underway to improve internal control over financial reporting, which include creating formal policies and procedures governing our financial statement close process, and control in the preparation, documentation, and review of journal entries and account reconciliations.

Management and our Board of Directors will continue to monitor these remedial measures and the effectiveness of our internal controls and procedures.

Changes in Internal Control over Financial Reporting

Other than as described above, there were no changes in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the Company’s quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

On August 5, 2025, in an action entitled Jane Doe v. Roderick A. Martin, Scores Holding Company, Inc., Stone Park Entertainment, Inc., d/b/a Scores Chicago, filed in the Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2025L009824, the Plaintiff states a cause of action against Defendant Roderick A. Martin for Intentional Assault and Battery and cause of actions against Scores Chicago and the Company for Negligent Security/Premises Liability; Negligent Hiring, Supervision or Retention; Intentional Infliction of Emotion Distress; Willful and Wanton Misconduct; and Breach of Contract stemming from allegations that she was sexually assaulted and battered at the Scores adult entertainment club located in Chicago, Illinois (“Scores Chicago”). The Company is currently seeking counsel licensed in the State of Illinois to represent it. It is anticipated that the Company will move to dismiss the action against it because the Company, as simply the owner of the “Scores” brand and trademarks, did not own, operate or otherwise control Scores Chicago or employ, manage, or otherwise control Plaintiff’s employment.

On March 12, 2026, a Settlement Agreement and Amendment to the Licensing Agreement with Scores Chicago was signed to address and settle a prior licensing fee. All other terms of the original agreement were to remain in effect.

On March 23, 2022 the Company and “Scores Las Vegas” entered into a First Amendment to the Scores Trademark Sublicense Agreement agreeing to a one-time payment to settle arrears resulting from the Covid 19 pandemic and to make a one-time payment for granting it an exclusive, non-transferable license for the use of certain Scores trademarks in its night club/restaurant for a period of twenty-five years. All other terms of the original agreement were to remain in effect.

On September 23, 2022, the Company and “Scores Sports Bar” entered into a First Amendment to Scores Sports Bar Service/Trademark License Agreement. Because of the impact the Covid 19 Pandemic had on the economy and the hospitality industry, certain benchmarks in the original licensing agreement became difficult to accomplish. Essentially the amendment extended the term of the original agreement, established a new timeframe for licensing fee payments and reduced the minimum number of new establishments to be opened to a more realistic amount given the economic effects of Covid 19. Effective July 24, 2025, the agreement with Scores Sports Bar was terminated.

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

ITEM 1A.RISK FACTORS.

Not applicable.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5.OTHER INFORMATION.

None.

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ITEM 6.EXHIBITS.

Exhibit No.	​ ​ ​	Description
31.1		*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
31.2		*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
32.1		±Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
32.2		±Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
101.INS		*XBRL Instance Document
101.SCH		*XBRL Taxonomy Schema Document
101.CAL		*XBRL Taxonomy Calculation Linkbase Document
101.DEF		*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		*XBRL Taxonomy Extension Label Linkbase Document
101.PRE		*XBRL Taxonomy Extension Presentation Linkbase Document
104	​	Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith.

±Furnished herewith.

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SIGNATURES

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

	SCORES HOLDING COMPANY, INC.
Date: September 18, 2026	By:	/s/ Robert M. Gans
		Robert M. Gans
		Chief Executive Officer and Director
		(Principal Executive Officer)
Date: September 18, 2026	By:	/s/ Howard Rosenbluth
		Howard Rosenbluth
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

​

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