Washington, DC 20549

SECURITIES AND EXCHANGE COMMISSION

FORM 12b-25

Notification of Late Filing

Commission File Number    000-16665

(Check One)

o Form 10-K and Form 10-KSB   oForm 11-K   oForm 20-F[X] Form 10-Q and Form 10-QSB    oForm N-SAR

For period ended March 31, 2006

oTransition Report on Form 10-K and Form 10-KSB

oTransition Report on Form 20-F

oTransition Report on Form 11-K

oTransition Report on Form 10-Q and Form 10-QSB

oTransition Report on Form N-SAR

For the transition period ended _______________________________________________________________________________________________________

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: ______________________________________

______________________________________________________________________________________________________________________________________

PART I

REGISTRANT INFORMATION

   Full name of registrant           Scores Holding Company, Inc.                                  

Address of principal executive office   533-535 West 27^th Street                                             

  City, State and Zip Code          New York, New York 10001                                         

PART II

RULE 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.)

[x] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

[x] (b) The subject annual report, semi-annual report, transition report on Forms 10-K, 10-KSB, 20-F, 11-K, or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 [x] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reason why Forms 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

Due to unanticipated delays in completing its unaudited financial statements for the period ended March 31, 2006, Registrant has only recently provided such financial statements and related data to its independent accountants for review. Registrant expects its Form 10-QSB to be filed on or before May 22, 2006.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

Adam S. Gottbetter, Esq.  (212)                     400-6900

                         (Area Code)                    (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s)

                 [ ] Yes[ ] No

The Company has not filed its Form 10-KSB for the year ended December 31, 2005.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

          [ ]Yes[X] No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.

Scores Holding Company, Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2006By: /s/ Richard Goldring

Richard Goldring