0001144204-12-039795.txt : 20120717 0001144204-12-039795.hdr.sgml : 20120717 20120717135524 ACCESSION NUMBER: 0001144204-12-039795 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20110930 FILED AS OF DATE: 20120717 DATE AS OF CHANGE: 20120717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCORES HOLDING CO INC CENTRAL INDEX KEY: 0000831489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 870426358 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16665 FILM NUMBER: 12965454 BUSINESS ADDRESS: STREET 1: 150 EAST 58TH STREET STREET 2: SUITE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-421-8480 MAIL ADDRESS: STREET 1: 533-535 WEST 27TH STREET STREET 2: SUITE CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET ADVISORY CORP DATE OF NAME CHANGE: 19980904 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPUS MTM CORP DATE OF NAME CHANGE: 19970215 10-Q 1 v317236_10q.htm 10-Q

-UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2011

 

Or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

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 of incorporation or organization)   (IRS Employer Identification No.)
     
533-535 West 27th Street, New York, NY 10001
(Address of principal executive offices)
 
(212) 868-4900
(Registrant’s telephone number, including area code)

 

Indicate whether the issuer (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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

             
Large accelerated filer ¨   Accelerated filer ¨    Non-accelerated filer ¨   Smaller reporting company x
       

(Do not check if a smaller

Reporting company)

    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2). Yes ¨ No x

  

As of July 16, 2012 there were 165,186,124 shares of the issuer’s common stock, par value $0.001, issued and outstanding.

 

 
 

 

SCORES HOLDING COMPANY, INC.

SEPTEMBER 30, 2011 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

  

  Page
   
Statement Regarding Forward-Looking Information 3
   
Part I – Financial Information  
       
  Item 1 Financial Statements 4
       
  Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
       
  Item 3 Quantitative and Qualitative Disclosures About Market Risk 19
       
  Item 4 Controls and Procedures 19
   
Part II – Other Information  
       
  Item 1 Legal Proceedings 21
       
  Item 1A Risk Factors 24
       
  Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 25
       
  Item 3 Defaults Upon Senior Securities 25
       
  Item 4 Mine Safety Disclosure 25
       
  Item 5 Other Information 25
       
  Item 6 Exhibits 25
   
Signatures 26

 

Certificates

 

2
 

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Except for historical information, this report contains forward-looking statements. 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 include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. 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 “Management’s Discussion and Analysis”. You should carefully review the risks described in the documents we file from time to time with the Securities and Exchange Commission. 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 after the date of this document.

 

 

 

3
 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

  PAGE
   
Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and  
December 31, 2010 (Audited) 5
   
Consolidated Statements of Operations for the three and nine months  
Ended September 30, 2011 and 2010 (Unaudited) 6
   
Consolidated Statements of Cash Flows for the nine months  
Ended September 30, 2011 and 2010 (Unaudited) 7
   
Notes to Consolidated Financial Statements (Unaudited) 8

4
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

  

   September 30,   December 31, 
   2011   2010 
   ( Unaudited )     
           
ASSETS          
           
CURRENT ASSETS:          
Cash  $36,426   $23,748 
Licensee  receivable - including affiliates- net   73,219    87,731 
Prepaid expenses   13,769    6,342 
           
Total Current Assets   123,414    117,821 
           
INTANGIBLE ASSETS,NET   -    88,725 
           
           
TOTAL ASSETS  $123,414   $206,546 
           
LIABILITIES AND STOCKHOLDERS'( DEFICIT)          
           
CURRENT LIABILITIES:          
Accounts payable and accrued expenses  $490,310   $502,353 
Related party payable   276,866    304,361 
Deferred revenue   42,073    18,000 
           
Total Current Liabilities   809,249    824,714 
           
STOCKHOLDERS' (DEFICIT)          
Preferred stock, $.0001 par value, 10,000,000 shares authorized, -0- issued and outstanding   -    - 
Common stock, $.001 par value; 500,000,000 shares authorized, 165,186,124 issued and 165,186,124 outstanding, respectively   165,186    165,186 
Additional paid-in capital   5,998,117    5,998,117 
Accumulated deficit   (6,849,138)   (6,781,471)
           
Total Stockholder's (Deficit)   (685,835)   (618,168)
           
TOTAL LIABILITIES AND STOCKHOLDERS' ( DEFICIT)  $123,414   $206,546 

 

See notes to consolidated financial statements

 

5
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2011   2010   2011   2010 
                 
REVENUES                    
Royalty Revenue  $204,748   $141,127   $469,537   $379,479 
                     
EXPENSES:                    
GENERAL AND ADMINISTRATIVE EXPENSES   208,083    187,171    537,207    473,736 
                     
NET (LOSS) BEFORE INCOME TAXES   (3,335)   (46,044)   (67,670)   (94,257)
                     
PROVISION FOR INCOME TAXES   -    -    -    - 
                     
NET (LOSS)  $(3,335)  $(46,044)  $(67,670)  $(94,257)
                     
NET (LOSS) PER SHARE-Basic and Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
WEIGHTED AVERAGE OF COMMOM SHARES
OUTSTANDING-Basic and Diluted		   165,186,124    165,186,124    165,186,124    165,186,124 

 

 

 

See notes to consolidated financial statements

 

6
 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Nine Months Ended 
September 30,		 
   2011   2010 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(67,670)  $(94,257)
           
Adjustments to reconcile net loss to net cash provided by (used) in operating activities:          
Amortization   88,725    94,528 
Changes in assets and liabilities:          
Licensee receivable   14,512    (51,730)
Prepaid expenses   (7,424)   (15,370)
Deferred revenue   24,073    36,000 
Accounts payable and accrued expenses   (12,043)   52,499 
NET CASH PROVIDED BY OPERATING ACTIVITIES   40,173    21,670 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Related party payable   (27,495)   53,778 
NET CASH(USED IN) PROVIDED BY FINANCING ACTIVITIES   (27,495)   53,778 
           
NET INCREASE IN CASH   12,678    75,448 
Cash and cash equivalents - beginning of year   23,748    31,694 
Cash and cash equivalents - end of period  $36,426   $107,142 
           
Supplemental disclosures of cash flow information:          
Cash paid during the year for interest  $492   $- 
Cash paid for income taxes  $1,284   $- 

 

See notes to the consolidated financial statements

 

7
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1. Organization

 

Basis for presentation

 

Scores Holding Company, Inc. and subsidiary (the “Company”) is a Utah corporation, formed in September 1981 and is located in New York, NY. Formerly known as the Internet Advisory Corporation, the Company is a licensing company that exploits the “SCORES” name and trademark for franchising and other licensing options.

 

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements of the Company include the accounts of Scores Licensing Corp. (“SLC”).

 

Our consolidated financial statements include our accounts, as well as those of our wholly-owned subsidiary.  Certain prior period amounts have been reclassified to conform to the current period presentation. Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented.  All such adjustments are of a normal recurring nature.  These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2010.

 

The preparation of financial statements in conformity with U.S. GAAP requires us 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 nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2011.

 

Note 2. Summary of Significant Accounting Principles

 

Going Concern

 

The Company has incurred cumulative losses totaling $(6,849,138), a working capital deficit of $(685,835) and a net operating loss of $(67,670) for the nine months ended September 30, 2011.  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 and to take on operations in larger cities with greater demand for our product through acquisitions.   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 increase its operations.

 

8
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The 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.

 

Concentration of Credit Risk

 

The Company earned royalties and merchandise revenues from four licensees who are unrelated to management of the Company. During the nine months ended September 30, 2011, revenues earned from royalties from these unrelated licensees amounted to $338,600 and there was $73,219 due and outstanding as of September 30, 2011.  The Company’s related New York affiliate commenced operations in May 2009 and revenue amounted to $130,937 during the nine month 2011 period; there was $-0- due and outstanding as of September 30, 2011.

 

During the nine month 2011 and 2010 periods our Baltimore licensees accounted for 23% and 26% and our Chicago licensee accounted for 18% and 21% of our total revenues, respectively.   Our New Orleans licensee accounted for 19% and 12% and our Tampa licensee accounted for 12% and 7% of our total revenues for the nine month periods ended 2011 and 2010 respectively.  Our related New York licensee accounted for 28% and 30% of our total revenues for the nine month periods ended 2011 and 2010 respectively. The Company’s Swan Media Group, Inc., Scoreslive.com licensee website went live during 2011 and is presently operating in beta mode; it has accounted for -0- amount of our total royalty revenues to date.

 

Income (Loss) Per Share

 

Net income (loss) per share data for both the 2011 period and the 2010 period are based on net income (loss) available to common shareholders divided by the weighted average of the number of common shares outstanding.  Outstanding stock options are not part of this basis as they are anti-dilutive.

 

Fair Value of Financial Instruments

 

The Company follows the provisions of ASC 820-10, Fair Value Measurements, which defines fair values, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company’s financial instruments include cash, licensee receivable, prepaid expenses, accounts payable, accrued expenses and related party payable.  Due to the short term maturity of these financial instruments, the fair values were not materially different from their carrying values.

 

9
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

New Accounting Pronouncements

 

All newly issued but not yet effective accounting pronouncements have been deemed to either be irrelevant or immaterial to the operations and reporting disclosures of the Company.

 

Note 3. Related-Party Transactions

 

Transactions with Common ownership affiliates

 

On January 27, 2009, the Company entered into a licensing agreement with its affiliate through common ownership I.M. Operating LLC (“IMO”) for the use of the Scores brand name “Scores New York”.  Robert M. Gans is the majority owner of IMO and is also the Company’s majority shareholder.  IMO paid approximately $236,866 in administrative costs related to accounting, business development, insurance and legal services for the Company as of September 30, 2011.  The Company also leases office space directly from Westside Realty of New York, Inc. (WSR), the owner of the West 27th Street Building.  The majority owner of WSR is Robert M. Gans.  Between January 1, and March 31, 2009, the monthly rent including overhead was $5,000, since April 1, 2009, the monthly rent was reduced to $2,500 per month.  The Company owed WSR $40,000 in unpaid rents as of September 30, 2011.

 

Note 4.   Intangible Assets

 

Trademark

 

In connection with the acquisition of SLC, the Company acquired the trademark to the name “SCORES”. This trademark had a net recorded value at September 30, 2011 of $ -0-. This trademark has been registered in the United States, Canada, Japan and the European Community. The trademark is being amortized by straight line methods over an estimated useful life of ten years. The Company’s trademark having an infinite useful life by its definition is being amortized over ten years due to the difficult New York legal environment for which the related showcase adult club is operating.  The Company recorded $88,725 and $94,528 of amortization expense, for the nine month periods ended September 30, 2011 and 2010, respectively.

  

Note 5. Licensees

 

In 2003, the Company licensed the use of the "Scores Chicago" name to Stone Park Entertainment, Inc. for a club in Chicago, Illinois. Royalties payable to the Company are the greater of $2,500 per week or 4.99% of the gross revenues (less $25,000 per week) earned at that location. Chicago accounted for 18% and 21% of our total royalty revenues during the nine month periods of 2011 and 2010, respectively.  During the 2011 nine month period, the Company collected $91,764 in royalties and is owed $10,462 in unpaid royalties.

 

10
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

In 2004, the Company licensed the use of "Scores Baltimore" to Club 2000 Eastern Avenue, Inc. for its nightclub in Baltimore, Maryland. Royalties payable to the Company are the greater of $1,000 per week or 4.99% of gross revenues. This club accounted for 23% and 26% of our total royalty revenues during the first nine months of 2011 and 2010, respectively.  For the 2011 nine month period, the Company collected $108,453 in royalties and is owed $12,357 in unpaid royalties.

 

In April 2007, we licensed the use of the Scores brand name to Silver Bourbon, Inc. for a night club in New Orleans, Louisiana. Royalties payable to the Company under this license are capped at the greater of $8,000 per month or 4.99% of gross revenues. This club commenced operations in April 2007 and accounted for 19% and 12% of our total royalty revenues during first nine month periods of 2011 and 2010, respectively. During the 2011 nine month period the Company collected $70,000 in royalties and is owed $49,000 in unpaid royalties.

 

On January 27, 2009, we entered into a licensing agreement with I.M. Operating LLC (“IMO”) for the use of the Scores brand name which our majority shareholder (Robert M. Gans) and Secretary and Board Director (Howard Rosenbluth) are members.  IMOs’ operations commenced in May 2009 and are located at the site of the former Scores West nightclub, 536 West 28th Street, New York, NY. The building occupied by IMO is owned by Westside Realty of New York, Inc., of which the majority owner is Robert M. Gans.  Royalties payable to the Company under this license agreement are equal to 3% of gross revenues after deducting $200,000. For the first nine months of the 2011 period, the Company collected $171,833 in royalties and is owed $-0- in unpaid royalties. The Company recorded $42,073 of deferred revenue related to I.M. Operating LLC royalties collected at September 30, 2011.

 

On September 30, 2010, the Company entered into a licensing agreement with Tampa Food & Entertainment, Inc.  Upon signing the contract, the Company received a non-refundable fee.  For the next twelve months the Company will receive a flat fee of $6,000 per month with an advance payment made at the signing of the contract.  After the first twelve months, royalties payable to the Company under this license will be capped at the greater of a certain dollar amount per month or a percentage of net revenues. For the first nine months of the 2011 period the Company collected $42,000 in royalties and is owed $12,000 in unpaid royalties.

 

Note 6. Commitments and Contingencies

 

On March 22, 2010, Russell Whelchel, who performed work as a hair and makeup stylist at the Scores West nightclub located at 536 West 28th Street, New York, NY, filed a civil lawsuit against the Company in the S.D.N.Y. The plaintiff subsequently amended the complaint on July 30, 2010. The plaintiff is seeking to recover under federal and New York labor laws minimum wages, unlawful deductions, misappropriated gratuities and other wages for the period of his “employment” with Scores West between May 2009 and February 13, 2010. Additionally, the plaintiff is seeking pre-judgment and post-judgment interest, liquidated damages and injunctive relief. The Company disputes that it was an employer of the plaintiff; contends that the plaintiff was not an “employee” but rather an independent contractor of Scores West and denies all allegations seeking damages under federal and state wage and hour laws. The Company intends to vigorously defend against all claims in the plaintiff’s complaint. The Company is currently engaged with the plaintiff in the exchange of discovery.

 

11
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

On March 16, 2010, Charles Braden, who claims he performed work as a hair and makeup stylist at the Scores New York nightclub located at 536 West 28th Street, New York, NY, filed a civil lawsuit against the Company in the S.D.N.Y. The plaintiff is seeking to recover under federal and New York labor laws minimum wages, unlawful deductions, misappropriated gratuities and other wages for the period of his “employment” with “Scores New York” between approximately January 2005 and September 2010. Additionally, the plaintiff is seeking pre-judgment and post-judgment interest, liquidated damages, reasonable attorneys’ fees and costs of the action and other relief as the S.D.N.Y. deems just and reasonable. The Company disputes that it was an employer of the plaintiff, contends that the plaintiff was not an “employee” but rather an independent contractor of Scores West and denies all allegations seeking damages under federal and state wage and hour laws. The Company intends to vigorously defend against all claims in the plaintiff’s complaint.

 

In mid-March 2010, the Company was named by Nichole Hughes in a complaint filed with the SCNY. Ms Hughes is suing the Company for an unspecified amount of damages in connection with an alleged unauthorized use of her image in the Company’s advertising materials. On June 20, 2010, the Company filed a pre-answer motion to dismiss the complaint, which was denied on December 17, 2010. The Company then filed an answer and affirmative defenses and a third party complaint against IMO, owner and operator of the club where Ms. Hughes was employed. The case is now in discovery. The Company will vigorously defend itself in this litigation and does not expect that the outcome will be material.

 

On January 14, 2010, the Company was named in a complaint filed with the SCNY in connection with an alleged assault on the plaintiff by an agent of the Company’s New York affiliated club. The Company filed a motion to dismiss this complaint and, on December 15, 2010, the plaintiff stipulated to discontinue the case against the Company.

 

On June 23, 2009, the Company filed a complaint with the SCNY against Silver Bourbon, Inc., its licensee in New Orleans and operator of Scores New Orleans, for breach of contract. At the time of the filing, Silber Bourbon, Inc. owed the Company $70,000 in unpaid royalties. We have settled this matter with Silver Bourban, Inc. and the court action has been discontinued.

 

On September 5, 2008, Ruth Fowler, a former cocktail waitress at Scores West, filed a civil lawsuit against the Company in the Federal District Court for the Southern District of New York (the “Court”). The plaintiff is seeking to recover damages for alleged illegal deductions take from her salary and monies due her and for sexual harassment under the New York City and New York State Human Rights Laws. On May 7, 2009, the Company filed a motion to dismiss the action against it but that motion was denied by the Court with possible leave to renew the motion at a future date after the completion of discovery proceedings. In the meanwhile, counsel for plaintiff filed an amended complaint on February 26, 2010 to add as additional parties to the action Go West and EMS. On March 1, 2010, the Company filed affirmative defenses and an amended response asserting cross-claims for judgment against both Go West and EMS. On September 13, 2010, the SDNY denied plaintiff’s application for further discovery and on October 18, 2010, the Company filed a motion to dismiss, which has yet to be decided on. Although the outcome of this action is uncertain, the Company believes that any outcome will not have a material effect on it, since the plaintiff was only employed by Scores West for less than four months.

 

12
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

In early March 2008, the Company received notice that DIF&B, owner of the Las Vegas club, would be canceling its sublicense with EMS effective on or before May 6, 2008. The Company was notified that DIF&B would be making final royalty payments to EMS totaling $60,000 at the rate of $10,000 per week starting the first week of March 2008. The Las Vegas club ceased operating and, as of December 31, 2008, EMS had received only one such $10,000 payment from DIF&B. EMS commenced an action against DIF&B and filed a complaint and affidavit of service with the SCNY, on July 23, 2008. DIF&B was required to file an answer by August 23, 2008, but did not do so. As a result, EMS filed an application for a default judgment and the SCNY appointed a referee to determine damages. The referee determined that damages in the amount of $216,000, with interest, should be paid to EMS and a default judgment totaling $230,557 was entered by the Clerk of the SCNY. The Company will attempt to collect on this judgment. The Company will be entitled to all monies so collected, pursuant to the Assignment Agreement with EMS and 333.

 

On December 11, 2007, Francis Vargas, a former cocktail waitress at Scores West located in New York, NY, filed a civil lawsuit against the Company and Go West in the SCNY, alleging violations of the New York State Human Rights Law, New York Executive Law, New York City Human Rights Law, and the New York City Administrative Code, based upon allegations of sexual discrimination and sexual harassment. The lawsuit further alleges that at all material times both the Company and Go West were employers of Ms. Vargas, the plaintiff. The law suit seeks unspecified compensatory damages for plaintiff’s alleged loss of past and future earnings and benefits, emotional distress, humiliation and loss of reputation. The Company disputes that it was an employer of the plaintiff and categorically denies all allegations of sexual discrimination and sexual harassment. The Company filed its verified answer in the Supreme Court of the State of New York on February 12, 2008 to contest and defend against these accusations and it is currently engaged in discovery. On April 18, 2008, co-defendant Go West filed for bankruptcy and the case was stayed. On July 23, 2009, the bankruptcy petition was dismissed and, as a result, the automatic stay was lifted. The Company subsequently filed an amended response asserting cross-claims for judgment against both Go West and EMS and recently filed a motion to compel discovery which was approved. The Company is currently preparing for the plaintiff’s deposition and a compliance conference which are scheduled for the end of April.

 

13
 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

On October 9, 2007, former Go West bartender Siri Diaz filed a purported class action and collective action on behalf of all tipped employees against the Company and other defendants alleging violations of federal and state wage/hour laws (Siri Diaz et al. v. Scores Holding Company, Inc.; Go West Entertainment, Inc. a/k/a Scores West Side; and Scores Entertainment, Inc., a/k/a Scores East Side, Case No. 07 Civ. 8718 (Southern District of New York (the “Court”), Judge Richard M. Berman)). On November 6, 2007, plaintiffs served an amended purported class action and collective action complaint, naming dancers and servers as additional plaintiffs and alleging the same violations of federal and state wage/hour laws. On or about February 21, 2008, plaintiffs served a second amended complaint adding two additional party defendants, but limiting the action to persons employed in the New York Scores’ clubs. The amended complaint alleged that the Company and the other defendants were “an integrated enterprise” and that the Company jointly employed the plaintiffs, subjecting all of the defendants to liability for the alleged wage/hour violations. On behalf of the Company and the other defendants the Company filed a motion to dismiss that portion of the Complaint that asserted State law class action allegations; the Company also moved to dismiss the claims of two of the named plaintiffs for failure to appear for depositions. At the same time plaintiffs moved for conditional certification under the federal law for a class of the servers, bartenders and dancers; the Company opposed that motion. On May 9, 2008, the Court issued its decision, denying the motion to dismiss and granting conditional certification for a class of servers, cocktail waitresses, bartenders and dancers who have worked at Scores East since October 2004. On May 29, 2008, the Company filed an answer to plaintiff's’ second amended complaint. On or about September 5, 2009, plaintiffs served their third amended complaint adding in two individual defendants who are alleged to be employers under the state and federal wage claims.  The Company disputes that it is a proper defendant in this action and it disputes that it violated the federal and state labor laws, and further disputes that the dancers are “employees” subject to the federal and state wage and hour laws. The Company has recorded a $450,000 estimate to settle this lawsuit, as the legal fees defending the Company’s position during the year has amounted to approximately $80,000.

 

On September 26, 2011, the Company, Goldring and Osher (collectively the “Defendants”) and the Plaintiffs entered into a Court approved Joint Stipulation of Settlement and Release (the “Settlement Agreement”), pursuant to which Defendants agreed to make a settlement payment of $450,000 to resolve and settle awards to Plaintiffs and related Plaintiffs’ attorneys’ fees. Additionally, Defendants agreed to pay the employer portion of payroll taxes on approximately $300,000 in distributions, and to pay the costs of administering the distribution of settlement payments (estimated at between $4,000 and $8,000).

 

In a separate settlement payment agreement among the Company, Goldring and Osher, the Company agreed to advance all of the Defendants’ obligations under the Settlement Agreement and to pay $64,500 of Goldring’s and Osher’s legal fees to their designated attorney. In consideration for the Company’s payment of these obligations, Goldring and Osher agreed, jointly and severally, to pay the Company $440,000 plus interest at the rate of 5% per annum on the unpaid balance of such amount, in 40 equal monthly payments of $11,964.97 per month. To secure his obligations under this agreement, Goldring agreed to assign to the Company a portion of his interests in a promissory note dated September 14, 2009 in the principal amount of $2,400,000.00 made by a third party to Goldring (the “Note”) and to grant the Company a security interest in the Note, which will remain in effect until his obligations under this settlement payment agreement are paid in full. The $64,500 paid to Goldring’s and Osher’s attorney was advanced by Robert Gans, the Company’s Chief Executive Officer and majority stockholder. The Company intends to repay that amount to Mr. Gans.

 

14
 

 

 

SCORES HOLDING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

On March 30, 2007, the Company, along with several of its affiliates, were named in a suit in connection with an alleged assault by an employee of an affiliate and one of the Company’s stockholders and former officer and director. The Company has answered a third amended complaint and completed discovery. The Company has filed a note of issue with the court and is waiting for a court date on which the trial will begin. The Company will vigorously defend itself in this litigation and does not expect that the outcome will be material.

 

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

 

Note 7. SUBSEQUENT EVENTS

 

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

 

 

15
 

 

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. 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. There are five such clubs currently operating under the Scores name, in New York, Baltimore, Chicago, Tampa and New Orleans.

 

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. Throughout this report, we refer to the New York Club as our affiliate, because of the common ownership by Mr. Gans. All other clubs are referred to as non-affiliated clubs or as licensees, a term that may include the New York Club when the context requires.

 

On August 6, 2010, we appointed Robert M. Gans as our President and Chief Executive Officer and as a member of our Board. Robert Gans and Martin Gans, one of our existing Board members, are brothers. Also on August 6, 2010, we appointed Howard Rosenbluth as our Treasurer and Chief Financial Officer.

 

Results of Operations

 

Three Months Ended September 30, 2011 (“the 2011 three month period”) Compared to Three Months Ended September 30, 2010 (“the 2010 three month period”).

 

Revenues:

 

Revenues increased to $204,748 for the 2011 three month period from $141,127 for the 2010 three month period.  

 

Revenues from the New York Club amounted to $47,240 and $38,849 for the 2011 and 2010 three month periods, respectively.  Revenues from our Chicago nightclub increased twenty-one percent (21%) to $31,567 for the 2011 three month period from $26,182 for the 2010 three month period, while revenues from our Baltimore club decreased one percent (1%) to $35,942 for the 2011 three month period from $36,096 for the 2010 three month period. Revenues from our New Orleans club increased three-hundred percent (300%) to $60,000 for the 2011 three month period from $15,000 for the 2010 three month period. Revenues from our Tampa club increased twenty (20%) percent to $30,000 for the 2011 three month period from $25,000 for the 2010 three month period.

 

16
 

 

General and Administrative Expenses:

 

General and administrative expenses increased during the 2011 three month period to $208,083 from $187,171 during the 2010 three month period.  Costs related to administrative expenses increased approximately by $20,912 from 2011 to 2010. Legal expenses attributable to ongoing litigation amounted to $65,611 during the 2011 three month period and $41,541 during the 2010 three month period.

 

Provision for Income Taxes

 

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

 

Net loss:

 

Our net (loss) was $(3,335) or $(0.00) per share for the 2011 three month period compared to a net (loss) of $(46,044) or $(0.00) per share for the 2010 three month period.  The decrease in operating loss for the 2011 three month period was a result of an increase in Royalty Revenue during the three month period.

 

Net loss per share data for both the 2011 three month period and the 2010 three month period is based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding.

 

Nine Months Ended September 30, 2011 (“the 2011 nine month period”) Compared to Nine Months Ended September 30, 2010 (“the 2010 nine month period”).

 

Revenues:

 

Revenues increased to $469,537 for the 2011 nine month period from $379,479 for the 2010 nine month period.  

 

Revenues from the New York Club amounted to $130,937 and $114,520 for the 2011 and 2010 nine month periods, respectively.  Revenues from our Chicago nightclub increased six percent (6%) to $85,179 for the 2011 nine month period from $80,005 for the 2010 nine month period. Revenues from our Baltimore club increased nine percent (9%) to $109,421 for the 2011 nine month period from $99,954 for the 2010 nine month period. Revenues from our New Orleans club increased one hundred percent (100%) to $90,000 for the 2011 nine month period from $45,000 for the 2010 nine month period. Revenues from our Tampa club increased one hundred sixteen percent (116%) to $54,000 for the 2011 nine month period from $25,000 for the 2010 nine month period.

 

General and Administrative Expenses:

 

General and administrative expenses increased during the 2011 nine month period to $537,207 from $473,736 during the 2010 nine month period.  Costs related to administrative expenses increased approximately by $63,471 from 2011 to 2010. This increase in cost was largely attributable to an increase in legal expenditures. Legal expenses attributable to ongoing litigation amounted to $173,223 and $69,922 during the nine month period.

 

17
 

 

Provision for Income Taxes:

 

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

 

Net loss:

 

Our net (loss) was $(67,670) or $(0.00) per share for the 2011 nine month period compared to a net (loss) of $(94,257) or $0.00 per share for the 2010 nine month period.  The increase in operating loss for the 2011 nine month period was a result of an increase in legal expense during the nine month period.

 

Net loss per share data for both the 2011 nine month period and the 2010 nine 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

 

Cash:

 

At September 30, 2011, we had $36,426 in cash and cash equivalents compared to $23,748 in cash and cash equivalents at December 31, 2010.

 

Operating Activities:

 

Net cash provided by operating activities for the nine months ended September 30, 2011 and September 30, 2010 was $40,173 and $21,670 respectively. The increases in cash are related to decreases in licensee receivable and increases in the deferred revenue, between the 2011 and 2010 periods.

 

Financing Activities:

 

During the 2011 and 2010 nine month periods, our New York affiliate paid approximately $27,495 and $53,778, respectively, in cash for web development, insurance premiums and consulting services for the Company.  As of September 30, 2011, we owed $40,000 in rent to our Westside Realty affiliate and $236,886 to our New York affiliate.

 

Future Capital Requirements:

 

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 September 30, 2011 we had an accumulated deficit of $(6,849,138), with total current assets of $123,414 and total current liabilities of $809,249 or negative working capital of $(685,835). As of December 31, 2010, we had total current assets of $117,821 and total current liabilities of $824,714 or negative working capital of $(706,893).  Our accounts receivable and payables decreased during the 2011 nine month period; the effect had no significant impact on our negative working capital.

 

18
 

 

 

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 trademark licensing business.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide disclosure under this Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Our management, including our Chief Executive Officer and our Chief Financial Officer (who serves as our principal financial and accounting officer), has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, and as discussed in greater detail below, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective:

 

·to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and

 

19
 

 

 

·to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our interim CEO and our Treasurer, to allow timely decisions regarding required disclosure.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes primarily due to limited financial accounting staff resources. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with their review of our financial statements as of September 30, 2011.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

20
 

 

PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

On March 22, 2010, Russell Whelchel, who performed work as a hair and makeup stylist at the Scores West nightclub located at 536 West 28th Street, New York, NY, filed a civil lawsuit against us in the S.D.N.Y. The plaintiff subsequently amended the complaint on July 30, 2010. The plaintiff is seeking to recover under federal and New York labor laws minimum wages, unlawful deductions, misappropriated gratuities and other wages for the period of his “employment” with Scores West between May 2009 and February 13, 2010. Additionally, the plaintiff is seeking pre-judgment and post-judgment interest, liquidated damages and injunctive relief. We dispute that we were an employer of the plaintiff, we contend that the plaintiff was not an “employee” but rather an independent contractor of Scores West and we deny all allegations seeking damages under federal and state wage and hour laws. We intend to vigorously defend against all claims in the plaintiff’s complaint. We are currently engaged with the plaintiff in the exchange of discovery.

 

On March 16, 2010, Charles Braden, who claims he performed work as a hair and makeup stylist at the Scores New York nightclub located at 536 West 28th Street, New York, NY, filed a civil lawsuit against us in the S.D.N.Y. The plaintiff is seeking to recover under federal and New York labor laws minimum wages, unlawful deductions, misappropriated gratuities and other wages for the period of his “employment” with Scores New York between approximately January 2005 and September 2010. Additionally, the plaintiff is seeking pre-judgment and post-judgment interest, liquidated damages, reasonable attorneys’ fees and costs of the action and other relief as the S.D.N.Y. deems just and reasonable. We dispute that we were an employer of the plaintiff, we contend that the plaintiff was not an “employee” but rather an independent contractor of Scores West and we deny all allegations seeking damages under federal and state wage and hour laws. We intend to vigorously defend against all claims in the plaintiff’s complaint.

 

In mid-March 2010, we were named by Nichole Hughes in a complaint filed with the SCNY. Ms. Hughes is suing us for an unspecified amount of damages in connection with an alleged unauthorized use of her image in our advertising materials. On June 20, 2010, we filed a pre-answer motion to dismiss the complaint, which was denied on December 17, 2010. We then filed an answer and affirmative defenses and a third party complaint against IMO, owner and operator of the club where Ms. Hughes was employed. The case is now in discovery. We will vigorously defend ourselves in this litigation and do not expect that the outcome will be material.

 

On January 14, 2010, we were named in a complaint filed with the SCNY in connection with an alleged assault on the plaintiff by an agent of our New York affiliated club. We filed a motion to dismiss this complaint and, on December 15, 2010, the plaintiff stipulated to discontinue the case against us.

 

On June 23, 2009, we filed a complaint with the SCNY against Silver Bourbon, Inc., our licensee in New Orleans and operator of Scores New Orleans, for breach of contract. At the time of the filing, Silber Bourbon, Inc. owed us $70,000 in unpaid royalties. We have settled this matter with Silver Bourbon, Inc. and the court action has been discontinued.

 

21
 

 

 

On September 5, 2008, Ruth Fowler, a former cocktail waitress at Scores West, filed a civil lawsuit against us in the S.D.N.Y. The plaintiff is seeking to recover damages for alleged illegal deductions take from her salary and monies due her and for sexual harassment under the New York City and New York State Human Rights Laws. On May 7, 2009, we filed a motion to dismiss the action against us but that motion was denied by the S.D.N.Y. with possible leave to renew the motion at a future date after the completion of discovery proceedings. In the meanwhile, counsel for plaintiff filed an amended complaint on February 26, 2010 to add as additional parties to the action Go West and EMS. On March 1, 2010, we filed affirmative defenses and an amended response asserting cross-claims for judgment against both Go West and EMS. On September 13, 2010, the SDNY denied plaintiff’s application for further discovery and on October 18, 2010, we filed a motion to dismiss, which has yet to be decided on. Although the outcome of this action is uncertain, we believe that any outcome will not have a material effect on us, since the plaintiff was only employed by Scores West for less than four months.

 

In early March 2008, we received notice that DIF&B, owner of the Las Vegas club, would be canceling its sublicense with EMS effective on or before May 6, 2008. We were notified that DIF&B would be making final royalty payments to EMS totaling $60,000 at the rate of $10,000 per week starting the first week of March 2008. The Las Vegas club ceased operating and, as of December 31, 2008, EMS had received only one such $10,000 payment from DIF&B. EMS commenced an action against DIF&B and filed a complaint and affidavit of service with the SCNY, on July 23, 2008. DIF&B was required to file an answer by August 23, 2008, but did not do so. As a result, EMS filed an application for a default judgment and the SCNY appointed a referee to determine damages. The referee determined that damages in the amount of $216,000, with interest, should be paid to EMS and a default judgment totaling $230,557 was entered by the Clerk of the SCNY. We will attempt to collect on this judgment. We will be entitled to all monies so collected, pursuant to the Assignment Agreement with EMS and 333.

 

On December 11, 2007, Francis Vargas, a former cocktail waitress at Scores West located in New York, NY, filed a civil lawsuit against us and Go West in the SCNY, alleging violations of the New York State Human Rights Law, New York Executive Law, New York City Human Rights Law, and the New York City Administrative Code, based upon allegations of sexual discrimination and sexual harassment. The lawsuit further alleges that at all material times both we and Go West were employers of Ms. Vargas, the plaintiff. The law suit seeks unspecified compensatory damages for plaintiff’s alleged loss of past and future earnings and benefits, emotional distress, humiliation and loss of reputation. We dispute that we were an employer of the plaintiff and categorically deny all allegations of sexual discrimination and sexual harassment. We filed our verified answer in the Supreme Court of the State of New York on February 12, 2008 to contest and defend against these accusations and we are currently engaged in discovery. On April 18, 2008, co-defendant Go West filed for bankruptcy and the case was stayed. On July 23, 2009, the bankruptcy petition was dismissed and, as a result, the automatic stay was lifted. We subsequently filed an amended response asserting cross-claims for judgment against both Go West and EMS and a motion to compel discovery. We are currently preparing for the plaintiff’s deposition and a compliance conference which are scheduled for the end of April.

 

22
 

 

 

On October 9, 2007, former Go West bartender Siri Diaz filed a purported class action and collective action on behalf of all tipped employees against us and other defendants, including Richard Goldring (“Goldring”) and Elliot Osher (“Osher”), alleging violations of federal and state wage/hour laws (Siri Diaz et al. v. Scores Holding Company, Inc.; Go West Entertainment, Inc. a/k/a Scores West Side; and Scores Entertainment, Inc., a/k/a Scores East Side, Case No. 07 Civ. 8718 (Southern District of New York (the “Court”), Judge Richard M. Berman)). On November 6, 2007, plaintiffs served an amended purported class action and collective action complaint, naming dancers and servers as additional plaintiffs and alleging the same violations of federal and state wage/hour laws. On or about February 21, 2008, plaintiffs served a second amended complaint adding two additional party defendants, but limiting the action to persons employed in the New York Scores’ clubs. The amended complaint alleged that we and the other defendants are “an integrated enterprise” and that we jointly employ the plaintiffs, subjecting all of the defendants to liability for the alleged wage/hour violations. On behalf of ourselves and the other defendants we filed a motion to dismiss that portion of the Complaint that asserted State law class action allegations; we also moved to dismiss the claims of two of the named plaintiffs for failure to appear for depositions. At the same time plaintiffs moved for conditional certification under the federal law for a class of the servers, bartenders and dancers; we opposed that motion. On May 9, 2008, the Court issued its decision, denying the motion to dismiss and granting conditional certification for a class of servers, cocktail waitresses, bartenders and dancers who have worked at Scores East since October 2004. On May 29, 2008, we filed an answer to plaintiff's’ second amended complaint. On or about September 5, 2009, plaintiffs served their third amended complaint adding in two individual defendants who are alleged to be employers under the state and federal wage claims.  We dispute that we are a proper defendant in this action and we dispute that we violated the federal and state labor laws, and further dispute that the dancers are “employees” subject to the federal and state wage and hour laws. Two of the defendants have been dismissed without prejudice.

 

On September 26, 2011, we, Goldring and Osher (collectively the “Defendants”) and the Plaintiffs entered into a Court approved Joint Stipulation of Settlement and Release (the “Settlement Agreement”), pursuant to which Defendants agreed to make a settlement payment of $450,000 to resolve and settle awards to Plaintiffs and related Plaintiffs’ attorneys’ fees. Additionally, Defendants agreed to pay the employer portion of payroll taxes on approximately $300,000 in distributions, and to pay the costs of administering the distribution of settlement payments (estimated at between $4,000 and $8,000).

 

In a separate settlement payment agreement with Goldring and Osher, we agreed to advance all of the Defendants’ obligations under the Settlement Agreement and to pay $64,500 of Goldring’s and Osher’s legal fees to their designated attorney. In consideration for our payment of these obligations, Goldring and Osher agreed, jointly and severally, to pay us $440,000 plus interest at the rate of 5% per annum on the unpaid balance of such amount, in 40 equal monthly payments of $11,964.97 per month. To secure his obligations under this agreement, Goldring agreed to assign to us a portion of his interests in a promissory note dated September 14, 2009 in the principal amount of $2,400,000.00 made by a third party to Goldring (“Note”) and to grant us a security interest in the Note, which will remain in effect until his obligations under this settlement payment agreement are paid in full. The $64,500 paid to Goldring’s and Osher’s attorney was advanced by Robert Gans, our Chief Executive Officer and majority stockholder. We intend to repay that amount to Mr. Gans.

 

23
 

 

 

On March 30, 2007, we, along with several of our affiliates, were named in a suit in connection with an alleged assault by an employee of an affiliate and one of our stockholders and former officer and director. We have answered a third amended complaint and completed discovery. We have filed a note of issue with the court and are waiting for a court date on which the trial will begin. We will vigorously defend ourselves in this litigation and do not expect that the outcome will be material.

 

On March 31, 2006, Richard K. Goldring, our former president, chief executive officer and principal shareholder pled guilty to one count of offering a False Instrument for Filing in the First Degree pursuant to a plea agreement with the District Attorney of the County of New York (the "DA"). In the event that within one year of the date of the entry of the guilty plea, Mr. Goldring resigns from all "control management positions" that he holds in publicly traded companies, including ours, and divests himself of all "control ownership positions" in publicly traded companies, including ours, and satisfies certain other conditions, the DA will recommend a sentence of probation. In this context, a “control management position” is a role, official or unofficial, by which he substantially directs the decisions of a company, and a “control ownership position” is a position in which he controls, directly or indirectly more than 9% of the voting stock or other securities of a company, or stock or securities that have the capability of being converted into voting stock or other securities of a company. The plea agreement resolved the DA's investigation against Mr. Goldring and us. No charges were brought against us.

 

To comply with the plea agreement between Richard Goldring and the District Attorney of the County of New York, on September 4, 2008, Mr. Goldring transferred his 76,080,958 shares of our common stock (the “Goldring Shares”) to Ira Altchek as trustee (the “Trustee”). According to the terms of the Voting Trust Agreement by and between Mr. Goldring and the Trustee dated September 4, 2008, the Trustee had the right to exercise all rights and powers of a shareholder of the Company with respect to the Goldring Shares, including, without limitation, the sole and exclusive right to vote the Goldring Shares, while Mr. Goldring maintained the right to sell the Goldring Shares at any time. The Goldring Shares represented approximately forty six percent (46%) of the outstanding capital stock of the Company as of the December 31, 2008. On January 27, 2009, Mr. Goldring sold all of the Goldring Shares in a private transaction with Buyer, as further discussed above.

 

There are no other material legal proceedings pending to which we or any of our property are subject, nor to our knowledge are any such proceedings threatened.

 

Item 1A. Risk Factors

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide disclosure under this Item 1A.

 

24
 

 

 

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.

 

ITEM 6. EXHIBITS

 

(a) Exhibits.

 

Exhibit No. Description
   
31.1* Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2** Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

  

101.INS***   XBRL Instance Document
101.SCH***   XBRL Taxonomy Extension Schema
101.CAL***   XBRL Taxonomy Extension Calculation Linkbase
101.LAB***   XBRL Taxonomy Extension Label Linkbase
101.PRE***   XBRL Taxonomy Extension Presentation Linkbase
101.DEF***   XBRL Taxonomy Extension Definition Document

 ____________________

* Filed herewith.

 

**This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

 

***The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

 

25
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       
    SCORES HOLDING COMPANY, INC.
       
       
Dated:  July 3, 2012   By: /s/Robert M. Gans
    Robert M. Gans
    Chief Executive Officer
       
       
    By: /s/Howard Rosenbluth
    Howard Rosenbluth
    Principal Financial Officer

 

26

 

 EX-31.1 2 v317236_ex31-1.htm EXHIBIT 31.1

EXHIBIT 31.1

 

I, Robert M. Gans, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Scores Holding Company, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Date: July 3, 2012 /s/Robert M. Gans
  Robert M. Gans
  Principal Executive Officer

 

 

 

 

 EX-31.2 3 v317236_ex31-2.htm EXHIBIT 31.2

EXHIBIT 31.2

I, Howard Rosenbluth, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Scores Holding Company, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

   
Date: July 3, 2012 /s/Howard Rosenbluth
  Howard Rosenbluth
  Principal Financial Officer

 

 

 

 EX-32.1 4 v317236_ex32-1.htm EXHIBIT 32.1

  

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Scores Holding Company, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert M. Gans, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

/s/Robert M. Gans

Name: Robert M. Gans

Title: Chief Executive Officer

Date: July 3, 2012

 

 

A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to Scores Holding Company, Inc., and will be retained by Scores Holding Company, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 EX-32.2 5 v317236_ex32-2.htm EXHIBIT 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Scores Holding Company, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard Rosenbluth, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

/s/Howard Rosenbluth

Name: Howard Rosenbluth

Title: Chief Financial Officer

Date: July 3, 2012

 

 

A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to Scores Holding Company, Inc., and will be retained by Scores Holding Company, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 EX-101.INS 6 scrh-20110930.xml XBRL INSTANCE DOCUMENT 0000831489 2010-07-01 2010-09-30 0000831489 2010-01-01 2010-09-30 0000831489 2010-12-31 0000831489 2011-07-01 2011-09-30 0000831489 2011-01-01 2011-09-30 0000831489 2011-09-30 0000831489 2012-07-16 0000831489 2009-12-31 0000831489 2010-09-30 xbrli:shares iso4217:USD iso4217:USDxbrli:shares SCORES HOLDING CO INC 0000831489 --12-31 Smaller Reporting Company scrh 165186124 10-Q false 2011-09-30 Q3 2011 23748 36426 31694 107142 87731 73219 6342 13769 117821 123414 88725 0 206546 123414 502353 490310 304361 276866 18000 42073 824714 809249 0 0 165186 165186 5998117 5998117 -6781471 -6849138 -618168 -685835 206546 123414 0.0001 0.0001 10000000 10000000 0 0 0 0 0.001 0.001 500000000 500000000 165186124 165186124 165186124 165186124 141127 379479 204748 469537 187171 473736 208083 537207 -46044 -94257 -3335 -67670 0 0 0 0 -46044 -94257 -3335 -67670 -0.00 -0.00 -0.00 -0.00 165186124 165186124 165186124 165186124 94528 88725 51730 -14512 15370 7424 36000 24073 52499 -12043 21670 40173 53778 -27495 53778 -27495 75448 12678 0 492 0 1284 <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;"><b>Note 1. Organization </b></p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">Basis for presentation</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">Scores Holding Company, Inc. and subsidiary (the &#8220;Company&#8221;) is a Utah corporation, formed in September 1981 and is located in New York, NY. Formerly known as the Internet Advisory Corporation, the Company is a licensing company that exploits the &#8220;SCORES&#8221; name and trademark for franchising and other licensing options.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements of the Company include the accounts of Scores Licensing Corp. (&#8220;SLC&#8221;).</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">Our consolidated financial statements include our accounts, as well as those of our wholly-owned subsidiary.&#160;&#160;Certain prior period amounts have been reclassified to conform to the current period presentation. Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (&#8220;U.S. GAAP&#8221;) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.&#160;&#160;Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements.&#160;&#160;The consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented.&#160;&#160;All such adjustments are of a normal recurring nature.&#160;&#160;These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2010.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">The preparation of financial statements in conformity with U.S. GAAP requires us 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.&#160;&#160;Actual results could differ from those estimates.&#160;&#160;The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2011.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;"><b>Note 2. Summary of Significant Accounting Principles</b></p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin-top: 0px; text-indent: 0in; font: 10pt times new roman, times, serif; margin-bottom: 0px; margin-left: 0in;">Going Concern</p> <p style="text-align: justify; margin-top: 0px; text-indent: 0in; font: 10pt times new roman, times, serif; margin-bottom: 0px; margin-left: 0in;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">The Company has incurred cumulative losses totaling $(6,849,138), a working capital deficit of $(685,835) and a net operating loss of $(67,670) for the nine months ended September 30, 2011.&#160;&#160;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&#160;its brand with its current and new operators and to take on operations in larger cities with greater demand for our product through acquisitions.&#160;&#160;&#160;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&#8217;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.&#160;&#160;&#160;If adequate working capital is not available, the Company may not increase its operations.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">These conditions raise substantial doubt about the Company&#8217;s ability to continue as a going concern. The 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.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">Concentration of Credit Risk</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">The Company earned royalties and merchandise revenues from four licensees who are unrelated&#160;to management of the Company. During the nine months ended September 30, 2011, revenues earned from royalties from these unrelated licensees amounted to $338,600 and there was $73,219 due and outstanding as of September 30, 2011.&#160;&#160;The Company&#8217;s related New York affiliate commenced operations in May 2009 and revenue amounted to $130,937 during the nine month 2011 period; there was $-0- due and outstanding as of September 30, 2011.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">During the nine month 2011 and 2010 periods our Baltimore licensees accounted for 23% and 26% and our Chicago licensee accounted for 18% and 21% of our total revenues, respectively.&#160;&#160;&#160;Our New Orleans licensee accounted for 19% and 12% and our Tampa licensee accounted for 12% and 7% of our total revenues for the nine month periods ended 2011 and 2010 respectively.&#160;&#160;Our related New York licensee accounted for 28% and 30% of our total revenues for the nine month periods ended 2011 and 2010 respectively. The Company&#8217;s Swan Media Group, Inc., Scoreslive.com licensee website went live during 2011 and is presently operating in beta mode; it has accounted for -0- amount of our total royalty revenues to date.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">Income (Loss) Per Share</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">Net income (loss) per share data for both the 2011 period and the 2010 period&#160;are based on net income (loss) available to common shareholders divided by the weighted average of the number of common shares outstanding.&#160;&#160;Outstanding stock options are not part of this basis as they are anti-dilutive.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin-top: 0px; text-indent: 0in; font: 10pt times new roman, times, serif; margin-bottom: 0px; margin-left: 0in;">Fair Value of Financial Instruments</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">The Company follows the provisions of ASC 820-10, <i>Fair Value Measurements</i>, which defines fair values, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company&#8217;s financial instruments include cash, licensee receivable, prepaid expenses, accounts payable, accrued expenses and related party payable. &#160;Due to the short term maturity of these financial instruments, the fair values were not materially different from their carrying values.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">New Accounting Pronouncements</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;"><b>&#160;</b></p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">All newly issued but not yet effective accounting pronouncements have been deemed to either be irrelevant or immaterial to the operations and reporting disclosures of the Company.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;"><b>Note 3. Related-Party Transactions</b></p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">Transactions with Common ownership affiliates</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On January 27, 2009, the Company entered into a licensing agreement with its affiliate through common ownership I.M. Operating LLC (&#8220;IMO&#8221;) for the use of the Scores brand name &#8220;Scores New York&#8221;.&#160;&#160;Robert M. Gans is the majority owner of IMO and is also the Company&#8217;s majority shareholder.&#160;&#160;IMO paid approximately $236,866 in administrative costs&#160;related to accounting, business development, insurance and legal services for the Company as of September 30, 2011.&#160;&#160;The Company also leases office space directly from Westside Realty of New York, Inc. (WSR), the owner of the West 27<sup>th</sup> Street Building.&#160;&#160;The majority owner of WSR is Robert M. Gans.&#160;&#160;Between January 1, and March 31, 2009, the monthly rent including overhead was $5,000, since April 1, 2009, the monthly rent was reduced to $2,500 per month.&#160;&#160;The Company owed WSR $40,000 in unpaid rents as of September 30, 2011.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;"><b>Note 4.&#160;&#160;&#160;Intangible Assets</b></p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">Trademark</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">In connection with the acquisition of SLC, the Company acquired the trademark to the name &#8220;SCORES&#8221;. This trademark had a net recorded value at September 30, 2011 of $ -0-. This trademark has been registered in the United States, Canada, Japan and the European Community. The trademark is being amortized by straight line methods over an estimated useful life of ten years. The Company&#8217;s trademark having an infinite useful life by its definition is being amortized over ten years due to the difficult New York legal environment for which the related showcase adult club is operating.&#160;&#160;The Company recorded $88,725 and $94,528 of amortization expense, for the nine month periods&#160;ended September 30, 2011 and 2010, respectively.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;"><b>Note 5. Licensees</b></p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">In 2003, the Company licensed the use of the "Scores Chicago" name to Stone Park Entertainment, Inc. for a club in Chicago, Illinois. Royalties payable to the Company are the greater of $2,500 per week or 4.99% of the gross revenues (less $25,000 per week) earned at that location. Chicago accounted for 18% and 21% of our total royalty revenues during the nine month&#160;periods&#160;of 2011 and 2010, respectively.&#160;&#160;During the 2011 nine month period, the Company collected $91,764 in royalties and is owed $10,462 in unpaid royalties.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">In 2004, the Company licensed the use of "Scores Baltimore" to Club 2000 Eastern Avenue, Inc. for its nightclub in Baltimore, Maryland. Royalties payable to the Company are the greater of $1,000 per week or 4.99% of gross revenues. This club accounted for 23% and 26% of our total royalty revenues during the first nine months of 2011 and 2010, respectively.&#160;&#160;For the 2011 nine month period, the Company collected $108,453 in royalties and is owed $12,357 in unpaid royalties.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">In April 2007, we licensed the use of the Scores brand name to Silver Bourbon, Inc. for a night club in New Orleans, Louisiana. Royalties payable to the Company under this license are capped at the greater of $8,000 per month or 4.99% of gross revenues. This club commenced operations in April 2007 and accounted for 19% and 12% of our total royalty revenues during first nine month&#160;periods&#160;of 2011 and 2010, respectively.&#160;During the 2011 nine month period the Company collected $70,000 in royalties and is owed $49,000 in unpaid royalties.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;"></p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On January 27, 2009, we entered into a licensing agreement with I.M. Operating LLC (&#8220;IMO&#8221;) for the use of the Scores brand name which our majority shareholder (Robert M. Gans) and Secretary and Board Director (Howard Rosenbluth) are members.&#160;&#160;IMOs&#8217; operations commenced in May 2009 and are located at the site of the former Scores West nightclub, 536 West 28th Street, New York, NY. The building occupied by IMO is owned by Westside Realty of New York, Inc., of which the majority owner is Robert M. Gans.&#160;&#160;Royalties payable to the Company under this license agreement are equal to 3% of gross revenues after deducting $200,000.&#160;For the first nine months of the 2011 period, the Company collected $171,833 in royalties and is owed $-0- in unpaid royalties. The Company recorded $42,073 of deferred revenue related to I.M. Operating LLC royalties collected at September 30, 2011.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;"></p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On September 30, 2010, the Company entered into a licensing agreement with Tampa Food &amp; Entertainment, Inc.&#160; Upon signing the contract, the Company received a non-refundable fee.&#160; For the next twelve months the Company will receive a flat fee of $6,000 per month with an advance payment made at the signing of the contract.&#160; After the first twelve months, royalties payable to the Company under this license will be capped at the greater of a certain dollar amount per month or a percentage of net revenues. For the first nine months of the 2011 period the Company collected $42,000 in royalties and is owed $12,000 in unpaid royalties.</p> <p style="text-align: justify; text-indent: -1in; margin: 0pt 0px 0pt 1in; font: 10pt times new roman, times, serif;"><b>Note 6. Commitments and Contingencies </b></p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On March 22, 2010, Russell Whelchel, who performed work as a hair and makeup stylist at the Scores West nightclub located at 536 West 28<sup>th</sup> Street, New York, NY, filed a civil lawsuit against the Company in the S.D.N.Y. The plaintiff subsequently amended the complaint on July 30, 2010. The plaintiff is seeking to recover under federal and New York labor laws minimum wages, unlawful deductions, misappropriated gratuities and other wages for the period of his &#8220;employment&#8221; with Scores West between May 2009 and February 13, 2010. Additionally, the plaintiff is seeking pre-judgment and post-judgment interest, liquidated damages and injunctive relief. The Company disputes that it was an employer of the plaintiff; contends that the plaintiff was not an &#8220;employee&#8221; but rather an independent contractor of Scores West and denies all allegations seeking damages under federal and state wage and hour laws. The Company intends to vigorously defend against all claims in the plaintiff&#8217;s complaint. The Company is currently engaged with the plaintiff in the exchange of discovery.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On March 16, 2010, Charles Braden, who claims he performed work as a hair and makeup stylist at the Scores New York nightclub located at 536 West 28<sup>th</sup> Street, New York, NY, filed a civil lawsuit against the Company in the S.D.N.Y. The plaintiff is seeking to recover under federal and New York labor laws minimum wages, unlawful deductions, misappropriated gratuities and other wages for the period of his &#8220;employment&#8221; with &#8220;Scores New York&#8221; between approximately January 2005 and September 2010. Additionally, the plaintiff is seeking pre-judgment and post-judgment interest, liquidated damages, reasonable attorneys&#8217; fees and costs of the action and other relief as the S.D.N.Y. deems just and reasonable. The Company disputes that it was an employer of the plaintiff, contends that the plaintiff was not an &#8220;employee&#8221; but rather an independent contractor of Scores West and denies all allegations seeking damages under federal and state wage and hour laws. The Company intends to vigorously defend against all claims in the plaintiff&#8217;s complaint.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">In mid-March 2010, the Company was named by Nichole Hughes in a complaint filed with the SCNY. Ms Hughes is suing the Company for an unspecified amount of damages in connection with an alleged unauthorized use of her image in the Company&#8217;s advertising materials. On June 20, 2010, the Company filed a pre-answer motion to dismiss the complaint, which was denied on December 17, 2010. The Company then filed an answer and affirmative defenses and a third party complaint against IMO, owner and operator of the club where Ms. Hughes was employed. The case is now in discovery. The Company will vigorously defend itself in this litigation and does not expect that the outcome will be material.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On January 14, 2010, the Company was named in a complaint filed with the SCNY in connection with an alleged assault on the plaintiff by an agent of the Company&#8217;s New York affiliated club. The Company filed a motion to dismiss this complaint and, on December 15, 2010, the plaintiff stipulated to discontinue the case against the Company.</p> <p style="text-align: justify; text-indent: 0.5in; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On June 23, 2009, the Company filed a complaint with the SCNY against Silver Bourbon, Inc., its licensee in New Orleans and operator of Scores New Orleans, for breach of contract. At the time of the filing, Silber Bourbon, Inc. owed the Company $70,000 in unpaid royalties. We have settled this matter with Silver Bourban, Inc. and the court action has been discontinued.</p> <p style="text-align: justify; text-indent: 0.5in; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On September 5, 2008, Ruth Fowler, a former cocktail waitress at Scores West, filed a civil lawsuit against the Company in the Federal District Court for the Southern District of New York (the &#8220;Court&#8221;). The plaintiff is seeking to recover damages for alleged illegal deductions take from her salary and monies due her and for sexual harassment under the New York City and New York State Human Rights Laws. On May 7, 2009, the Company filed a motion to dismiss the action against it but that motion was denied by the Court with possible leave to renew the motion at a future date after the completion of discovery proceedings. In the meanwhile, counsel for plaintiff filed an amended complaint on February 26, 2010 to add as additional parties to the action Go West and EMS. On March 1, 2010, the Company filed affirmative defenses and an amended response asserting cross-claims for judgment against both Go West and EMS. On September 13, 2010, the SDNY denied plaintiff&#8217;s application for further discovery and on October 18, 2010, the Company filed a motion to dismiss, which has yet to be decided on. Although the outcome of this action is uncertain, the Company believes that any outcome will not have a material effect on it, since the plaintiff was only employed by Scores West for less than four months.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">In early March 2008, the Company received notice that DIF&amp;B, owner of the Las Vegas club, would be canceling its sublicense with EMS effective on or before May 6, 2008. The Company was notified that DIF&amp;B would be making final royalty payments to EMS totaling $60,000 at the rate of $10,000 per week starting the first week of March 2008. The Las Vegas club ceased operating and, as of December 31, 2008, EMS had received only one such $10,000 payment from DIF&amp;B. EMS commenced an action against DIF&amp;B and filed a complaint and affidavit of service with the SCNY, on July 23, 2008. DIF&amp;B was required to file an answer by August 23, 2008, but did not do so. As a result, EMS filed an application for a default judgment and the SCNY appointed a referee to determine damages. The referee determined that damages in the amount of $216,000, with interest, should be paid to EMS and a default judgment totaling $230,557 was entered by the Clerk of the SCNY. The Company will attempt to collect on this judgment. The Company will be entitled to all monies so collected, pursuant to the Assignment Agreement with EMS and 333.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On December 11, 2007, Francis Vargas, a former cocktail waitress at Scores West located in New York, NY, filed a civil lawsuit against the Company and Go West in the SCNY, alleging violations of the New York State Human Rights Law, New York Executive Law, New York City Human Rights Law, and the New York City Administrative Code, based upon allegations of sexual discrimination and sexual harassment. The lawsuit further alleges that at all material times both the Company and Go West were employers of Ms. Vargas, the plaintiff. The law suit seeks unspecified compensatory damages for plaintiff&#8217;s alleged loss of past and future earnings and benefits, emotional distress, humiliation and loss of reputation. The Company disputes that it was an employer of the plaintiff and categorically denies all allegations of sexual discrimination and sexual harassment. The Company filed its verified answer in the Supreme Court of the State of New York on February 12, 2008 to contest and defend against these accusations and it is currently engaged in discovery. On April 18, 2008, co-defendant Go West filed for bankruptcy and the case was stayed. On July 23, 2009, the bankruptcy petition was dismissed and, as a result, the automatic stay was lifted. The Company subsequently filed an amended response asserting cross-claims for judgment against both Go West and EMS and recently filed a motion to compel discovery which was approved. The Company is currently preparing for the plaintiff&#8217;s deposition and a compliance conference which are scheduled for the end of April.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On October 9, 2007, former Go West bartender Siri Diaz filed a purported class action and collective action on behalf of all tipped employees against the Company and other defendants alleging violations of federal and state wage/hour laws (<b>Siri Diaz et al. v. Scores Holding Company, Inc.; Go West Entertainment, Inc. a/k/a Scores West Side; and Scores Entertainment, Inc., a/k/a Scores East Side</b>, Case No. 07 Civ. 8718 (Southern District of New York (the &#8220;Court&#8221;), Judge Richard M. Berman)). On November 6, 2007, plaintiffs served an amended purported class action and collective action complaint, naming dancers and servers as additional plaintiffs and alleging the same violations of federal and state wage/hour laws. On or about February 21, 2008, plaintiffs served a second amended complaint adding two additional party defendants, but limiting the action to persons employed in the New York Scores&#8217; clubs. The amended complaint alleged that the Company and the other defendants were &#8220;an integrated enterprise&#8221; and that the Company jointly employed the plaintiffs, subjecting all of the defendants to liability for the alleged wage/hour violations. On behalf of the Company and the other defendants the Company filed a motion to dismiss that portion of the Complaint that asserted State law class action allegations; the Company also moved to dismiss the claims of two of the named plaintiffs for failure to appear for depositions. At the same time plaintiffs moved for conditional certification under the federal law for a class of the servers, bartenders and dancers; the Company opposed that motion. On May 9, 2008, the Court issued its decision, denying the motion to dismiss and granting conditional certification for a class of servers, cocktail waitresses, bartenders and dancers who have worked at Scores East since October 2004. On May 29, 2008, the Company filed an answer to plaintiff's&#8217; second amended complaint. On or about September 5, 2009, plaintiffs served their third amended complaint adding in two individual defendants who are alleged to be employers under the state and federal wage claims.&#160; The Company disputes that it is a proper defendant in this action and it disputes that it violated the federal and state labor laws, and further disputes that the dancers are &#8220;employees&#8221; subject to the federal and state wage and hour laws. The Company has recorded a $450,000 estimate to settle this lawsuit, as the legal fees defending the Company&#8217;s position during the year has amounted to approximately $80,000.</p> <p style="text-align: justify; text-indent: 0.5in; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On September 26, 2011, the Company, Goldring and Osher (collectively the &#8220;Defendants&#8221;) and the Plaintiffs entered into a Court approved Joint Stipulation of Settlement and Release (the &#8220;Settlement Agreement&#8221;), pursuant to which Defendants agreed to make a settlement payment of $450,000 to resolve and settle awards to Plaintiffs and related Plaintiffs&#8217; attorneys&#8217; fees. Additionally, Defendants agreed to pay the employer portion of payroll taxes on approximately $300,000 in distributions, and to pay the costs of administering the distribution of settlement payments (estimated at between $4,000 and $8,000).</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">In a separate settlement payment agreement among the Company, Goldring and Osher, the Company agreed to advance all of the Defendants&#8217; obligations under the Settlement Agreement and to pay $64,500 of Goldring&#8217;s and Osher&#8217;s legal fees to their designated attorney. In consideration for the Company&#8217;s payment of these obligations, Goldring and Osher agreed, jointly and severally, to pay the Company $440,000 plus interest at the rate of 5% per annum on the unpaid balance of such amount, in 40 equal monthly payments of $11,964.97 per month. To secure his obligations under this agreement, Goldring agreed to assign to the Company a portion of his interests in a promissory note dated September 14, 2009 in the principal amount of $2,400,000.00 made by a third party to Goldring (the &#8220;Note&#8221;) and to grant the Company a security interest in the Note, which will remain in effect until his obligations under this settlement payment agreement are paid in full. The $64,500 paid to Goldring&#8217;s and Osher&#8217;s attorney was advanced by Robert Gans, the Company&#8217;s Chief Executive Officer and majority stockholder. The Company intends to repay that amount to Mr. Gans.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">On March 30, 2007, the Company, along with several of its affiliates, were named in a suit in connection with an alleged assault by an employee of an affiliate and one of the Company&#8217;s stockholders and former officer and director. The Company has answered a third amended complaint and completed discovery. The Company has filed a note of issue with the court and is waiting for a court date on which the trial will begin. The Company will vigorously defend itself in this litigation and does not expect that the outcome will be material.</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">There are no other material legal proceedings pending to which the Company or any of its property is subject, nor to our knowledge are any such proceedings threatened.</p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;"><b>Note 7. SUBSEQUENT EVENTS</b></p> <p style="margin: 0pt 0px; font: 10pt times new roman, times, serif;">&#160;</p> <p style="text-align: justify; margin: 0pt 0px; font: 10pt times new roman, times, serif;">Management evaluated subsequent events through the date of this filing and determined that no such events have occurred that would require adjustment to or disclosure in the financial statements.</p> EX-101.SCH 7 scrh-20110930.xsd XBRL TAXONOMY EXTENSION SCHEMA 001 - Document - Document and Entity Information link:presentationLink link:definitionLink link:calculationLink 002 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:definitionLink link:calculationLink 003 - Statement - CONSOLIDATED BALANCE SHEETS [PARENTHETICAL] link:presentationLink link:definitionLink link:calculationLink 004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:definitionLink link:calculationLink 005 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:definitionLink link:calculationLink 006 - Disclosure - Organization link:presentationLink link:definitionLink link:calculationLink 007 - Disclosure - Summary of Significant Accounting Principles link:presentationLink link:definitionLink link:calculationLink 008 - Disclosure - Related Party Transactions link:presentationLink link:definitionLink link:calculationLink 009 - Disclosure - Intangible Assets link:presentationLink link:definitionLink link:calculationLink 010 - Disclosure - Licensees link:presentationLink link:definitionLink link:calculationLink 011 - Disclosure - Commitments and Contingencies link:presentationLink link:definitionLink link:calculationLink 012 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 8 scrh-20110930_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 9 scrh-20110930_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 10 scrh-20110930_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 11 scrh-20110930_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 12 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; word-wrap: break-word; } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } ZIP 13 0001144204-12-039795-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001144204-12-039795-xbrl.zip M4$L#!!0````(`/)N\4`=-N2:+RP``"#C```1`!P`)O87MOI8^Z]DX%(2$+#AQ8@;:MW9C_[/0?@4R;UL*C$ M33O3UB8!G!\.SAL@_/(?]YY+;IF0//!?/3-;QC/"?#MPN#]Y]>SCS6ES\.P? MK[__[N7?FDWRZYNK]\0)[,AC?DALP6C(''+'PRDY^:.IWL8CD6[+:,%@Y+^- M_IYA[;4-LTV,X7[7W+<,G7Z9-'PQ]9ZFVYG`XW%-O MTZ:2ES6$0"<5>.)^Q/6C4A%9,<#OMM[I3L8/#9H+9*)&5X(9[5-@B<-G>F-IAD]W/ M7.K3,!#S4_@]&4BP<>4(O3UXFT)DX1)2B@XT*:QZ6+KJ7;WJ:5,[B/Q0S(MM M);-;D^!V+WZIA+!IF$W+3+M%0H#N5O6+WY9T=!@O[P,O2IJS>WM:WA[?E'3@ M_BV387D7_:ZDDT^Y+7:*6O[Y'6X$F#XT&F#DT M!U=L3)01V8\58[FIV9N)8,9$R(%\SJBI`1#4JV>2>S,W?395JH06M9F8S-:] M=)[M):;_*/!#=A^2:V:':,$+1MF.7W)0Z+CA)^O#R2?+:%ZS&8YH/,M:@X/@ MX3S[G3OX!-R%(&JNQ:DE"WUT]M.SUP;\,[#,SF#X8/(V>9*1W"OP:#G3AG\JIIE/ M@VF'\M/%^)-E-H^9_?38IMURF/#`;(,9R'IG;[?C05';S"?%@07!,3?5-O/+ M:-M39]IFVK8SIL7:]D395M"V!SRH2]M2BP,Y"_*@_71YT$9M,WL[Y(&VNL;P MR?(`A&!'5G=1%YZTY]E*%S`$_.CS!_$?/O_^N[/_F/]S^O/E.W;/CKN]_N"W M*_9O_OK7CV?_P<>_W?%;N]/IV-UNU[[YO^GKWLMW)R\[;]^:I^]>[IN#TU[7 M/#U]=V#NOWK7??7V9>_ML'=6B"\CI(R,EU,*&?ZSU_%SCU$9"?8Z-HGJ90(^ M>9?\CF.4C/CQ^OC!<'%>O`_O-A_M$[#QTS5"2<=U^"TLX.M^P^Y_8?#V*>6VK'"JA]2%3N2*S0+(`/T))&_>C/KS_/P*XR8D;P3%TMGUW!L%[GK$ M,&74XQ8Z+ZQ+X'F!?QT&]F>E&?(B"M'Z8/M2,@\=+$&Y4VUB&T`<9G.8*23> M8'9-L"&#GMGN%-9P"=D$8%*RO(&D>+T9@RG]EZ:2[YN,=P@/''QXZM+RN3T8 M<`R38'K$0N]%B)?*/F\D<%D05$1<&&J1CI9(W>04GLGU:/W+*M)X,$PY'93\ M#:C@?\OHI,,@E;A:LW]$Y?30=_!_)_^.^"UUH;T\#(^H$',0@I^I&Y5S\F%. MF0D@NHRB]+6M?F?P!#^7K[MI M],U.>PN@5\QFT&SD,GG.PM@CU""0@WX?W7. MR?V,^9+5QX^>E5^F4BI;P5B3':;5[PTWP'$H)0ME?6PPS?Z@G9.+POB/(KSN MQ-M6Q^RL0?C,!_\\X2`AN@F(R*W3(_JM%?F0-(2G-H2NELAV1=>6H; M?6L3)#M1Q4&[T\^;AN7"NQ/%&AC#=F>X+@1P[9I1*ONL*\\P"K'#(H$MZ&_N MD%;0SZ7>=4U>I_BY8'N!Q&/)K^N=-B!_Z#@<"V*0_D)\=^8?T1D/J9OK4H=[ M&@X'$-#E3/U*JO5A7)-I6V*\8B'E/G-.J/#Q2!>XKLB+E%$&0\1M7H=M:?;Z M`Q/,2SY-646V/I!K,K+9&W2&IC5X+$C%6CP9QX3$U#0LKR5NRCES8/9RF!Y2 M>3R&]1G3'5C==3'DK#:$0COARF+$O(ID7?`>&65O`J]H]"$NNA#7(4JM8D2W1;F;WZD2[&X/7-1Y8E"4T:X"VOC36"*U. M,Y?;5EU!;TM(&WB%>B#5;NK6P;7:J.S(V&T![CVW<7<"8T,F;N$7&==^2I$M MGOI>&HEV3+/=ST>B%90>#V?Q//72JF1_V.D/=PIG\93N\C2B4]A4WCEW5M0! M>\.NM>EBO64^$]3%HK/C<5^=VPGY+8MWO+:7H$'?S"?N*^AM"VT3:>KTK;[5 M^V+0-I.L@3&POA+75M2+K'[;Z#\*VIEO!QY['TAY*@(/B7,_`EMV,<.3)9OH9=.RK.XWSY%-S$&SU^_UC:_$$N@> MFYDW8(7&%67<38VD#9"P2)(A M6D%X6XQ+)>.)8%PJ1D\$XU*AJQ$C'J??_X7QR10>'-Z"6YNPBW& MB@"_A'7>S#]*YISY<=7!GQS:(;^M9Q':YF*^LB;EG>%=L2U@F'DY?QQ>:&XS MYJBB3N[,]?R8C;8O=X!Y[>?<]S):-6):(:+M?F?8W1Q4!7M/N4]]NUY!7&#; M^I1WAGC"%,E"`7*C6Y`0AOW*K3Y0\^]_Z[&Q[,B`SG>.$=-FE2ET_\??)[ M)$,^GA\0CXH)AP?&+(1_[P_(&,;:)R;^'G(/3(O/[@@85NHW](,&D2"@XX-G M?Y^$!TA@A#^&36)P&I"K3F+HHT+Z<3BE(<$K4P,>ZC%S$],7K.3F17R\G`6Q MAH(Z#'C^60G&6("GG'(U,KX-8""1HQ8H+9>M;TQH;J;*2\K`Y8Y:MK$.&:@+ M5.$!7CDA23`N+,24WC(R8LQ'=9I1H5>;0IXA'+R35]^#/-&G&6#!X0V*BJ.: M1+ZZI&4F.)"98;4#^N+H>.$2M%'')F6+/`H9C.E&#E//8F*J3:P;[]/E1"%K MD>=Y27E_E!?_;VVA+R*Q!CL3_@70.N%?`U7UCKFN5MD`XBK@*+:XFP:PO$W0 M9I:W+JW<%-.?CIC`+WAPW=$,JYB)4$^O4"90@MDNE5)?IQT&"!D-#OZ(:VK' M'SC&_?/6''Q9#%J)`BYRY-/(X7$I=\7,UY/I<@$ND?0RF2Z(V\?6=8N\/3R\ M+-A!X:!UH4E@'8+>+"@(Z@`+HTQ"87,4KT-),_!,< MJ_DGIT'DPGHQ($25&$.?WR-?WWB6"M[Z>H4<0KF0J0JO[(*ALOK8#\FCG3GT M_0B:Z!N^\!;]1,Y_2CD]9U00YD/N2R`#TU&)9:K;]8UOS92C)F@CE8IKA3%/ MS"=^2Z?6+E/"6#4EB=3*>/0S(Y#803*$:X6K!F8X\F:Q;<$8BX['J%K(;J&6 M@F46'$54;_1@5S>K+#;4@\PH8$M;'66:H"&O[*3IH)0DZE@I7E6`A"XVZT9, M5^TE<2*E/5DG9J?UWU;ZX7#@!0:-@1>[Q)1WE<:KW((D`NR# MP!,/&#.5L1QGX;5E*$$VE3%`>YR8,.YBR.-P6QT331B5$()E!3W&B=M*U]#: M08RD(]NB:2(8`2^H$O)E49?,G"YEF?+FZ7#A0UE0#O#W-O7#P]2]7H*)L$$2 MGG8"W6Z1Z\CST)=@D)E-A&0S(9=IH+!&?OU5+5(S#&;[FJQJ!:+%D+K!_0V` M)(.-@C`,O'B\^)G+QO%X"N[;0,?B$%^)ZG3\*2'^BB8_R[Y4G(Z1,#A@_14\ M:C_85ZG<;$CQJ"?YX7FO,>@,&Z8U>`$&E=Q!)J[R9GT)`7'BS_5!/%1E:KU""^83:-9&*R=*E6WY4@BTF_NEPJ M=E80&"7W*3R8#1@[!^R]&\S(*#9'.3.KT\DL2PP!K#*0@G*Y?-RI"*+)-`E= M\`@N<_)U@7$V*:P_C$0:H>.O2<*BPB!880TI$+'G@I`('2\Z\+=#IM/JK1H)@S<+7UAQCHYD(G$AY98V3VL`J'8:6NZ*"4T*>*I^BO#V6 M0%CL[!^L`;@2W#Y$S-2>UH'50K\-+75F!#_+:(S2IBZGH7)* MQFYPI]UG;N+0048S%>3ER"<)DMD_D`^6)Y8,G3:0&QUB@@(B(36/<80KG>!P M-$V%ID?,<8^&ICUR<@++Z<425=1TG M6S49MV\I=Y'E#?3.?)Q_D+0!P0&9\&2<>"8+E$.\0@;.QMEZ+?*62Q5LY,CF M.>'1>9(;ZLT6%/>)O(M$_:AM6&@4OINFP//D<4N`FJPIZ@SA`M`,\@!:317.2 M5%WL-*50D3G(@K[+,XNKM>'7OU9TS47R6LX]//6&\IKEWG&BF9>HD4I98Q%> MQHBG&3T]FJR*?_PPR^:.P+.#8[[B\O,W-M6\%X8T`W-\$C;VHL5XA8YSO*_=:*7 M1@8C!JS09*CC'%`77&(L.9Q:470Q\P?+&C1ZAI%DK0#_#L3[A[[5:)M#R$SU MQD20^QZ:ZO+U>D'5385]25`E^S&8R8-^ZGNU/>"2C7_GL!"`?`#KCA<7*T`Q M!XIS,0'*T.KG\^F,GSI=U;GE07ZJ3:.YX3R_+04HE;XXN0>68+DJK1:BP+]! M*?,"8%].I'1N&:?T;>M'W;7W8\Q508ZF8(TG0=IGH8LYB+N8/R:E?)4UI**. M0B^Q;`"ABKLJA,"R.TK6A7`9!>FI(CK41,UVAO,&!J&5'>*&_0J0)4E(RCJM MS46VKIP23N2!JE2`:\'^F=W<;\?Z6"[WQ M[X!FH._8"'(!_#]80GR=J&M*G*=5:7>>2_DXAJHA!>`..X#03F6=11:@*L=A M0)$#RC3.,TY@:@9,_=9469\/(<_QXZH7Y!*,ECK&_XW-\IRIN%+-U%4SG>'? M]%&7Z<"J4B4*HR#>%\B9_;0TF[-IV1RP^RCY^[K^`QIISJ%#0?Q&0M.,+VLC M^L^TJ(TEI'$7?UU)1*H(`3A]='9-`VFB8$/0B)+S#K@_[;11F# M5(,&Q,#'!"H?`C'">E2)+ MH>OB1X['8'-B4X#;/H*K_7^]+X3.-DD+H'V:0^N.?XG*",9/A3V0P(>?;;9< MR7>Z8[/`B2]_SA'W]Z$![MGI&\)&H%@H0'/P?TQMKF*$5CACDF=;[HR*PYBG M\S#&U7;>B!$N0`/8+>X^8;W02\0RD?F%8PO9YF=>VQ>RY;+=OO7VZXIW!F>' M_&\$Y`A4'UDY3@EOL\U7ZXZ>U2(QVJ:"2_)XG^[YV)WXKMS,]1:$_EB5X'DO M(:=\EM41OK!*?Z4C=#[Y)_4CK%ZV^PU5'BF6Q)DZ':^.VP2%HZIT(IBN1J4; M0UD))MFYL1>Y>];ZT"+IQT3D_?NCP@FRLP\7#\Z.(9IL6RTY]JCWI-3!U_R! M1_TRR71S8Y6&Q%:<]< M7%]*&`=4$0&=@3V\5Z+?R'4((AF2-Q%W*[.@F](%!HJXN$5YJ-CD#>_06R5:8^HH\P,5 M$+;J$R6)"JD"B8M%`S_9QU"[JY#.3?$@FBH>=AN&`1R&90-.'M2 M:ITJB+JH*_EDR_(F*=O*6IOD,TB`(B(0X.*0K/WUVZ][>@X`E"4GSJ54;9(5 M20SFZ./U.?VL49>;P*SSYBS4G_P]%"@^=.49!K\.]%>_M`/&*-22?7"9:"X+ M(IXU_$5BPB;M6'8=,ES@U1P9I]'L=-S&:W3\,,$[CLZ2,DF3F"0>+.U03#T2R`5MC'(`D7TKQW?, MF<$>SN==T7H.=5:I67F3DW'#F`A:55P9$IP6;4TF^NT\X?P*/$\:889W6Q?U M1P6X/?.MDY/X>/^0CV/K=!H?[I]P@-MK(:*>A/@>M[U[R^;\3./-[\=//(5P MOV2WLO^-1GM^'1OI\XO_PTEDY_RT)#L).X(@!Z$H,ZZMM(_(GQG4;2)TST2J M$;=)"*==PVTPG9R>?J&3O:J1^&?C.,\+H.6M?89A]JDO-2Z>F(PK M+@#D@AP-0SXT^M@/'(V&EMTI#_B21KN7#4<$AA>/Y4<';!\>Z[PJ"LFFWCK= MBX^/ICB-,(,!,@K0<8O>/SW:]V&C_NZWB`?\GKPP_3@O*!_8^/8ST.L9Z'L? MU'6>0,^6T0LF!8\)H(U**$7E!3M"#,/BKJ`S^$1NV`OH.N"&D!,,0.`9;`[& M/YBV%WE-QIJ?C/()A/S:Z*U'4O'>[DD\/3RXCXSWXX/#X]^+C']CXA6CDBCP M."8BV"C%AWX52/"\``YZ28<^0^FR)[>98*WT]I(EXNA-!4A,L/$!1-L1[J@E MXFAFQG0\3]9KE;\A19]8BA9B>!A);\H)(;TSL>1/E]JO\UY/I'I?DF M-CBV)OX&+IB>]GT`?U4N^/U=JL1X#_6D?@X7J9@B(.`Q%V7T/'1\2<7$);J^ MM%@&_GI9)74:O6)7'KWQ^3?5+3YX7S59.2NZ=ODE\^V*K8=QUQG-O/$L-I\3 M'7OV\_0PJ+9?,-*`LW^T@(X;,.B*V4-H-6D<'1X<&:_A"6VLN`?C7@L'F%[Z8WZ2G[C&/83L"(ORN$V[WY:>$FR*E]7 MI.YX,?AGS*AT*XU^6",W"H%=HS[YSH!DWJM^D3R-C+UJ5;E=9ZBN8J1\4=).1>UM1LA(&6.DN(L'19I*@8*=C`76UE$/NTC_!<1Z;C@\0SS/2UXE M:>:DG:S`%?#S(OR9O6"F=CP;3"[V..#A,D6+<3;B,#+<3?>+E-@JJ35M,@!F M"?Y$'8!)7Q.WI:*SQPB:37(&8N%>D+.W_P"08UQ8]SFH^K=]Y5*'@M9I6OF- M7('/Z-H*\MFV]Y#0UN-/_N_>HS+=1KQ>1Y/(6R#O9K#$/W!+K<\DQ"2XM[^O M`NQ]US3H'?/3,BOF]$_,E1M$J*:/%&>E<8W/$KE57`.27&>=S#,G8C?\-`I; M?+CC`9B/A3U#7!,35Q4LU.;Y#5DX17+;=#F]^"I!`EC`3L;M?SEY-7DW,8AH M7=#O:/\67/A%F$*2J0E+LI]8)-%*?H5TU^\Z^E9%?'\(8D;BJFM3K64JM8S4 M660I^LSP)CE_>C(CV8`Y1PB"K[I5=$LBA`ZF*^E3>/(-A.':VE7> MN"M2_UUN98$T!^`!+%K6%@&+"%+/@]<9+:IB*>PWV&)![9_6S(2!`ZSZ.IO5 M$A0^T(UPMZ6;_C/CV[*NL^V?N_1JI76UZZIIW2>Y:5&(],+_=J;/2)JL>$DL M[DP_DQM&0WFV"&%4FC?KKM7*M5P"R0BW\&)=A-W.[6L16EQ0K)6S;N)XFJLH MR^'.99F_;\@&H\-82G0'PFN=L02S>JRJO5Y6O+7<6R,K^?30\:9`=$7,!-TN M7?J0A+B`D,^:_UQR@171T<9BZ9O\JJJKKD&B(P%+6!R&1?#R.:UY9;MYV1T( MXDZ6#WKOL(72!6#.%4W)ZW+D44%IZGM1(R9J$LEK8)&[)Y%6:07LWI$*V#.R M3=&$ZB5">J6(5W,4PKN?*&BM@/FC"MN_B*1\4$:6E:%A#I3UG>SN'AH_A)H0 MOY5(A2\N:2JIVTU:DE%E=A>X+A:9V3%.RU+Q*?DOWDZ*+-:VD/;,D>G:,/^8 MK%5]V2^4VO'?4OL3I/93D+'?EL3ZZ;8!L@,KG$DC68F?ZUT^7U9$^-]T5ZBT M0"JBA_5$TED]=GD&']K;QOZ:CKM3@]M5B3`A=24%NK^\(3':A!A8"U>PD\P&7`1F6TWM'?O(6%]#(Y3Z+H@-?A$[/1=D M$Z\D\9/I6^M!$ECIM=:#N%-1ZO_V[45L_(TLA4QG%NL\@,:[YP1Z'-KUQ/Q;3*1`Q)#R\G MJ*JNY6HY]3SH83T)_O1B!GO3,8IT'/IQ?OP(*R5-DR#[J.J)1_`^?G8U[#`0 M<-2PXCYEP@J)0UEHC&_RQB?=,HU#7CGT-\`S1-M\W5E/+].D::?1*LF.`*Y' MDD]8-#@Y'/&R_(E(BB7TTD=D@$LTN/G]97M!S&%CX*9-JHR9K MVX(?S)&RW\*C*0:^M]BD]+J,BZCOZE8AGLV>],@P?D69;(N['?>Y&[D:[Q]*P?8'V8B:8HAJ&.$;1Y(7FAS@"3SFAV4\X=9?4.YU7]!ZF M;A.]83A](1ZKT4J?^R2VLVW,,=")S#JCOQR#LQ:9'PUG"=/$L`T M&LM`4QPHE>?1.TP[F'&/U,2&-4QG99-C;>$(:@EQZPYNY)P0M\IH)&((BZ&D M%KD#:VT&`)9GM@&PV9U_5L!J2F, MAGQ%!:FT>\6%)BDC:E(1!9D!VKQ0,:/V+##'D,/&-.&I\,4S&.0W:E)S28P/ M.X%+644D%GZ:(E:L*6^U3F=H6%2#%F"&F/<-L]"\4@45\_&$:>)Z=T_F)A[]2JY ME@RPTLL/,_%<%A-XN^MC>B0XQ=@^M6D)C?S:(%^S:1/A=A;,N-P M4Z)Y)IU(;"X$XVRI[^IU0,9Y8'8H+;%GP02-]&WNWFXG9@+4K,*"G9CP$"Z/ M!\(K5!GAQDF7^3X(5>,W36ZDBZLI4PS1:6PC3@;(69VE.1,A>@\V%):E\[3LD%,=/3F80'*S516X'!V<7J^K MG/,*,2#:*632W17M&A#X-OA!CE)_8;\VI.>Y2ECI6!_*UO[>D=012BVN]6VZ MUO<,A@T9BB=A,&-'G?L'N_'AX;%X!DR&ANIT@G/7-M'L3#.H`I\`(/5JW4J? M&P[5B[&9-_9E(T_-.$4N%VA>L2//H**FQ(L&*1*\@A=A MTHBN]>#@X$E(V@O?BA;6)J3W&J6_M/4_TN!)\P@HONG:H\=`=&R_0A`-?3`' M,TCF!B)Y51A'L:&JC\!8%WN)SC]D<^Y&U/N<$?'P.67)\'.JE61T2>=;,;C$Y]RJ"&2!=JX`1^R:UMTC%)[MT9?(6,+J=QLC<*WE.A;'GO[ MHI.T9:P+KP21CI8;^R3S>==X+5!H9T8CSZ$;]T(SWP6?0__-JVUY`42KTIHL MC]TU27E==^MV?N<\(G"YX1@(I;#K^"+4RL:^])YSP#ACFI\`PA%P_@^.9- M?][!*PZRH!I9N_C$27.T"F75MQ5R7V:YIKNC6S@9K[,TDX/D1,- M2@[F\O$_%:VHUNBIZD2C`?6,9X2R,W:L7.9U'KW*D_^Y&%!7FVM8N"FT'^0U MH$0:'(EW`BTFETFQX!3)`O*<\RVVP^ MMY8,6F82W4RB^RY4_-KNQUBU9K)SO9,$\.`R1Q]-#M'+IR./Q>%S*('CYUP. M(0K,B3_?$=[>/2:-3),\.=X[B9[_0K]=3+(HO$II.RB^_ M9$GUCEB2D=*1$H5EN8;-CE"0/(H,O+!@F:PD]@V'1&-4"@U>-WV/DGL[L[8> M/];9H(;C<73`:X1EPJWNG%?+6GPCJZ7_@[[O(XXQS!-SN:WZ3K`[CV;%B"I( M@5J;U6Q(R^F1#>9NG21&03JTQR3B9UG`D#4FT$/)VN9ZOM)0+YZ!K[^]\ZLI56**6IR>-M4P,Y\9.80BS&NX.%U^1S=\H M@Z:NW>7F]A=A%#.R_ M;./*.`.//:-(N3,5-)Y(%[>HJEF42]NE[O?6&M"C]=G*ID!4AID._%3YR'9DUQAPEB4QF MV\C0%*!KJ"YOFA`6<\=4BK$F^A1TRO+94%YJVJW[QTW]VK&1'RJD15]!^5, MFDJ21;0M$Q.,]C^SKL004_K.1[&R7GF0'<^D]NK)Q-`ICZ>> MFAHG5/H<=3Y!9]Z M,E[T3`[UB#"`H0YA!9[E@F\_-RTN8"HJS.=QRWRB`A!?TBJ>F>)TVE$MF MD<$8^1FR-"T[Y[ZP1['C4-54@JA[J^%=@JUFCTRM5QK$YOY*Y>\*1;'T/Y,X M@-:LQ7W[>S_OUB9T1P,NNJ(0K*1MO-'.$KAX.% M";8)QK1+&C"YFU(7#FM7/>V)^4KNY"Z][ATMA^-,8)K.^>_4]\]WG8B[L55\ M6#8:*GK>R_*+UFK05=Y968^+N0QQK@.EY72(W%2YB MN=SF3C2J_[9VR0T/RB"WUS5`?EP?@.!^K/9HHNY'D+>^ZY#1I7;JAY*:; MV&R8JE-60DUF"':=H;E07>LO)'/,W0*M5YLR>=;>!18*-<9N21V_S&(3<1$% M$@W^8WL;C51:EI671DEL;X,\:3G77RW,=V_HC^@#?]3>K>D(^`IB$M#/S*=D M%-*GR[9=?[6SP0^?8>B=P=C\*1[)O\*_Z<__ M`U!+`P04````"`#R;O%`,23LGX,%``"#-P``%0`<`'-C`L``00E#@``!#D!``#E6UMSVCH0?N], M_X,/?:TQA/:Y:/3RMWMI?VA\NGCZU-:,ZK%U\=.^IS`#:=TO^[*PJ^K[Z@<+_[P- M0'ED\=;Z$K"%56N\M8YJ]2.K]D^S]JY9/[9Z5Y9MFT$8Y3\&1(&%1G%U6AEK M/6DZSFPVJ\X'DE6%'#E'M5K#60E6EI+-N:)KTK/&2K;N?+OJWKAC\(E-N=*$ MN[^U3#=)>O7CXV,G_!9%%6VJ4+\K7*)#F#+MLK9*F$_V2LPV37;]R&[4JW/E M50P&4C#HP]`*AV_JQ01.*XKZ$V;,#MO&$H;8YLHQZM?KM>-&S6B_N=%$@^'F MZ_"2,F).S3\=8 M[A+F!BR$J(MVKGD`+7 MET;(KTK_2'4OAI`*_&%8_QPQ+2`XDQ$$-@H-!(,3$&$%:Q9D!' M8XU?%4YA'UQ`@P<,U#7H[`F7+%]^BK;X&5%R5"9*>A(FA'H7\PEP!=F4),N7 MGY(M?D:4-,I$R=*?S#B,=NT9\FU8;Q"2+Q(5B7"'8^8THK@^EZ;B(KV8NRPP MN_5G(;P992P%_USJI64GG_/Y8E61I'4I&5"&J1+D2%42A(NUMN6Z(L!]N4<6 M9A_`#1M;9`#>3F[LTLL>)]QVGV*A81=8RAGRA8ES&`(:Y_5A"CS(D=%L43@,:K8XFR^M*9*6&RW<'^9`#%*98XM>I%"2 M(%RLM9@M+H$-+)M,J";L@>EI>4RV\D$0E0>$\L7>/FA".7@71')3C\24*_"# M<#_'#82Z-+T&DZE\$-3E`2&B[EUYJ'N0"F"NO-,FFJE:C@PGU:U-$I]P2C@T M5Y,D<^X*SL;=QL*9!3_*"B0U!J2-RFL]<"=@&3(1Y( MMZ)7QHNCS\`1"F;*19Y/.55:ALLV*N>G4)ZE^7\C/A/)[#W&+I[_:]"_L4IA M>UUNC[M^HL'Q2OP+TE^^8_PO-Z*Y=H93<9AZ]MBF<1C$)GB:RHD=XL/6WPP,C;TI)A2].5L<:?`Z_!HU?)1R\6` M&B;\Z9$J;R>'$FSWN)'N3LGFDMUPNHQ)4,L74M.?(1[F"+-^C9M6?4M7/'#F MLF`IXZL;G&H2B()S6/[N\`=/AM(WQ!2]`R$M.XS1M78>R$\^Y.OSCV,\'8S0G M_B[3(M^"1O0J_VE)?%(G1;]?$"Z`%]85'KS<69S#(/UQ;XK:?@_=.Y(5?^F0 M!DCY:B7)C_Q[(*GP-I=AVG.(7;K9(\&/<3?A!)<[OI7\SO`%X4A<,T^[5SSY M]8]BV/`?4$L#!!0````(`/)N\4">OP`X$`H``&.&```5`!P`&UL550)``,8IP50&*<%4'5X"P`!!"4.```$.0$``.U=;7/B M.!+^?E7W'WSLUR7@9+(S26UNB[QM<9>92269N;U/+F$+T*V16,E.8'[]M6R< M8/"+;`R2J_(IA'2WG^[62^NQI/SZVV+F6\^8"\+H1<<^ZG8!M9GD!D3[%DO))A:-S^ZWPE^P=SZ M'MNRP-31Z=$G"SX^A5AX:/FS]:_07UK]DY^MX[Y];/4_GO<_G-MGUOUGJ]N5 M#_$)_7.$!+8`%!47G6D0S,][O9>7EZ/%B/M'C$]ZQ_W^22\1[,22YPM!4M(O M)XFLW?OC\]VC.\4SU"54!(BZ;UK23):>?79VUHO^"J*"G(M(_XZY*(C"5(K+ MRI60OW43L:[\JFL?=T_LHX7P7G&!C!>\/F;=P&DO_F-'A@MQES,?/^"QM?KX M[6&XK49HT//(K+>2Z2'?AR=)#.?!#0U(L!S2,>.S:(CJ6)O>253"91R+*?/EZ"Z.7#;K10X66MH1Y6.``BR- M?QW?$@JC+T'^/1-$VK[RD1#1)%(-KZ+-'9%?(E].%H]3C(-[Q.%Q4QP0%_G5 MP.:;:2ZR0YBQ9WC@!YA3R-HSKAW/;4O-H;Q"8GKKLQIA/Q#)-U$$NWU[51;\M/K:>8T`N(>'\%$D3_'1"/O1LYU\8:FLK16@C03.B`IS'#V)Q86PW3E>J>,6N/.A!;$O`)^$_T1+H[\E/N97@&3">'&33TDZIRT(>C;N)-X? M#ASO)XYDZ?*XG(V8GQ/IE(SS2PMBO(DXB>ZIGB&XG30WW'G/"O.+Z)%/6L?LM"'!?PY^S M*.VE2:U]T5R*E.H[X?5.>)E">-5/TD`('(C!2))#;E"0I+2@\=17+NRFB:_Z MH9?,_8!Z\L?-7R%Y1CZX)`;!%>)\"4/2=^2'1=U&25\K7;8=_.PDJ7J2V]4. MG;H'[&*`"0.`^(*#%>-4D*I,>:ULFFIJ\I";TXWN.9XCXMTLYI@*7)Z+3'FM M))MJ+O*0-\TJ[SJ;E.<@):>5?%.-_2;BIJGD^C$?T@#1"8$>&F.$;GJS51/&$WTU'#)H4G%=%D(]>(^6L@X!X/`- MK)6\-6\4IAQU*WJ9Q"HYRNF,U5PUIJJ^#O$3>\`^M&?O'G&UO.8KZ24D=T]C ML6?F%.#7>(P!EO>`GS$-%2KP;`6]]&4#Z&%-+ MK&W/*.51-T0=6^]NH!K9R'+!G`)AX'DD?O0](MZ07J$Y"9"_!KJH;B]5=FR] MNX9JY$O-*7/JA@<<0"RP=X,XE2]+83T1SL*H,H6RA[BDF/PN4W9LO=N0:F10 MS2F32XM*)85CZZ4X:F0HVPESJH:R^F@'7LHY;C>!H>)?"=%XH+TB^2?:WK>' MO&\/:?_VD'29#RW\*X\\]*(R\Q[S:.^S\FHGST!KMI,HNV-.]9V&'.]5'X3! ME''RXVW$*TW=IJ+QY["4W3"GS,Z".A0BK)RF6,GXXUI*+IA30V?!+#[UHJAI M_!$O=3_,J:_7%M,UYBT%;>,/C57SQ9PW]UM'JY2FJP(MXX^5J?G0])FR!C-4 M.DOE:!A__JP1SCHY> M1J`\ZGE<<[X[QKS-SO&N>F_22PG4S5&^,^9TI:]SS&$BIY/5\0R5,W6Y.JTA M!(H\,(=7^QU3@.G+C;#>#`(J(KW!UCAKRX0+YC M0MR"YU=0\Q`:@K,KKQD5EW@,978L]X066-PLP!W`3RCBRZCA?F%45DL05<`W M&4+=!'5Y48_M_Q(ZQ[AP)TN.1FM(C'S\YM"V,*^_ M-<""7*3D6D-3;*(VAW1--C(EC/`E$L2%B>*:^&%02.V5:)I_+T\%1YJ@8+89B=X*_C%:6UR6:5)V87<^;?XK.K=R5\[>&IP.T;G-^I MP'5K:T6B)4DYGV MSN#^G+YGK%(&TZI:B='])''+09/[X<:5%)4RN:&KE6'=3RJW/33GC>4V6I5+ M?2HE6,6@7NYV/VE7]=N<%U7J2Y%&"!2]%'##B_,*/IO3^W-PKVXC;X8Y*S!F M_D7RN_EF3J(!N(NQ%[UH7[OI:WF-1\57V.:KZ;VCJ69"LK-;YJ8Q);2ZUXWT M4[WW.C6:XFI.FU-K9]]8'O\[D;LQA8``%,S`0`5`!P`&UL550)``,8IP50&*<%4'5X"P`!!"4.```$.0$``-U=;7/C M-I+^?E7W'_I\5Q5/E32V9S:YS%PR6[)-3W3KD7229C:IU%6*(B&;&XKTDI3' MRJ\_`"0EON&%$@D@5ZG$BM0-=H//TWAK`#_\]67CPS.*8B\,?CR[>GUY!BAP M0M<+'GX\^[R\&WY_]M;D-GNT%!`I^PS-I#+GSUDD>P M_AA^\=!7%,&7M"S`1;W^]O7W@#\NMRAV[=T`_GOK[^#R[0#>7%Z]@O;N@ MOV+1V'L?4_W[T+$36DU"NX`I0?YOF(L-R5?#JS?#MU>O7V+WC-1!%/IHCM9` M'_\^V3VA'\]B;_/D$[/I=X\16C?;X$?1!=&_"-"#G2"7E/_]$#\B+?_?LZ_/ M@`A]GH_WI=`2MO'%-AX^V/936HAOKY"?%W5V\0%ZL.X=\?[JNZ)U]^2Q=1.K M5?FN5%:JA&U48>$,15[H6L%QIE:TE=J\2.PH.<'J@KXBNY=A8OM'65S05&3K M!!U7MWL]576*0S0ZKDX/FAW:FM3M;%V1AQHD[0CY?(^?7[(,O20H<$GX2[\E MFIQ8GL9`T@;0IBET2H7YI#$(H[*?L1,]8E^NKB[?O;VDGI!O?LO;S%&`:9]X MR6XR,?:J MA3&D<<6:I/^`@N'GQ=F'?9_!#EQ(%:&@";_FNO_[0_K\[MS!/9M5N`?[_Q>O MW.S1]$$=NU4U=A25@6]'3OY$_%%@;29QX82XV_64#$OH6D?AIBW2 M2).XV"5:V_&*>I-WC`BY+Y"?[+M*E.[#RZN\BY5]_1MN*1-$K%K:JT,X++"; M(:B`RDP3JU#8"\"O5$0Y/;NS5`6*^:\^ARSWO6O`)VXFT1A_C&4P>A#6@=.B MJ1P$$#&@[K)6I!;`P43O55$M$5PC)S7#^'SA8N\%+SX0Q6S^*O?TL@^ M1P\>">A!,K$W35&5*:H`KQPSJZ\^ZRX"G/801/_:6)95&WJJ1C!A&Q2"7TQ=T.S%7 M;;QMA$$]VC9AH"]\+B.;K*PM=IM56*OOS/BRC"),5@VKOM[L=T@%=,#P-`M5 M(:_Q!1^Z+AIM-&"R2T/E]\6CCMS/=)F0=E)C![YCR%-7V4ODNL+I_ M5`NHV@!212AH:NS!*O%'<>]6`F8-75TQQOIB1SYMO,3%,GA0$E&$^(I9S%4' M\KL.!)]BGRI$-KW:(O8:WFM?*!OAY[CD67>^S0JW91E%.*L:5GV1^]^!".A` MVFD6JL):XPLN@JWI[?8=T_8Y)IR!?+.LXBA7-9093E)!K#]):T%PT5H0'.B5I")*[L5L/BFL`86.XB@X-V0+3]9T7V('C M84:%L2?(8&NEKB.C@.\.>\%^NH:](N2:&O/8.G,L;.F8ENP$"1`R\Q7$"%3' MJE$`F]]W%:J-+UL=*&_L^'$4 MN.2/]<^M]VS[F#7Q*+FQHVCG!0]?;'_+RV>4TU<(85F':DNP6('F]M(/!=4! MC!+(M8&JZP+]*;YU;G-2V*JA\FW8U;'#QL;%+J'L)?8\=2&W2&Z581L!J]VX0_=4%]CAR$;5GY M*)Z@)$O.X`3Q9GF%09ME>@X(8(8CV"I@#7N#X M6[J,;:_7GN_A3FL\A``5W-'!""Y\J@S@84<=XF<1>K(]UWIY(M4L1GRSO$+$ MLPRN`B>3@TQ0.^#;VHU2P>YGC:2Z'UU9JY)]7"A7VJ1K9AU93GEXUKV M^T]_UTXND9FTGYL;":FT'F)U8:GZL;B`3$WP5$>B<9#@&O1P0YK:@5M3ZR7K M'WP,0_>KYS?E$+925T@Y27>JP#FH04Y*K`GG>UW(E5_I8NFQGDV6H\G'\?6] M!>G*5C[D MQC]AP5T>'/3$@=9UG[#KW@"2BUE0Y;20`@HIC-8(/]F=HV<4;"766!@**JG+ M,KD&G4P0,DG]A&UM>91*:N)I5^8J92,7T#4F\M"L99@L9J#>3KA47\VD[K24 MP>65C8**'N9U:[.FD;6`>@;T7X^:CS)C!JK5C$SC'-,H22)OM4WH6`KW;G%' MA.!(_]13.]>*DTMP;L+D4OOI)(,FD&91UB)2FT1YPDW2:M-M&HQM2`/)NB?9 MJ0M9?NDXCO$P6F/*32O;X]3V_WA]>7EY149Q\)RZ<74YP%^1?R%.CY.PM\EC M&'E_('<`P\LA>-11.E\2]GARAFSNSLFOS(#4X&[D=_]:7!R M.SA.>I$&!.!3'3`H])[JBCE!EQ7%:OLKFD.8PF52UZ6[1FU_9GON.+BQGSP, MZ()=O-51L;+*15$95VIK:7LE(%HP#B#3&Y1.*-.V!'JB4R1[>N@%X*1Z.@-5 M)^_'8[P?H^)8SYZ:$^;DHT=M,5I(YMB^ZTU>LJ.I"7QD7JM#)=(`J04E+]TV^?R)W MI*[P/<8?;??W2M.A='FO+!=TI;%@FZ81/3W2I>L-,Q31BRJD,UN8!6A+=N&X M)%RTQ[HPC2#53E>3R,G0Z6TD9N3#'.5>MGJ[7[>%@7,:+\\+DVRFJ(VAF2+M^W9$>FI)D9>]-E66%2JJ6T"V4V>/VX<$32Y$GOP(#] MKJ9G3_-OK6*#2>!-?%\Z4*=YGG$%P-Q5OP/A7`'LA8S6-?%M>02^EII.W_`%',X8,&.X> MYX>1`]VN7XE18]SNG3-G>"L3"H1A3.?`=APXX0;M[Q.4./6#I:'T['66T?7C MUHDD'&Z$U'^H1R_&JSV5G`N9^D'D/+PHS`^W?11GIULM4/3L.?1&'YES;@2: M*C/'A4[4DF2)QN'3SOF@+W]7WOYYN+/]9->;R9(YN9T9 MK#;;5@#P>IHM']WJN#G%_6L[P5W"[.XKF8N5V3H*N69-%M;BO4Z4"Z%21;D()^I0_A$%V!2?G.7M;KS`(V:0TV`RPSA8%VDJ M1+S8B2IL,HWTX/:23DX$7>`_PA=K8LW)O2^36QC=?AI/QHOE?+0> M-DN)*RIY+DF6*MOEF*)ZRN$^C.,[[.)-&.!(M,7!*(M*81!?HW48H51N:;^@ MV'K!-H>1ZP5VM!OC@60\P56&-7'U8?L>QD&",([$TQ;]/%7YU$=?E<>8@3@G MSWL%!)%P>"0/)S?23!PU#PUUF=,4AW5L8U9LW*-6YTU M]\@J@;76`R50[I.8=2"*C/T^_DD/ZX36[=MF MG=QJ!&F544T(5<>C_-2C/'/RVHX]!X^O;CU_FW#3MD2:"KDF=J(VV94?;+5/ M]!T`U:+S&)F>+NJU=Z?0%9U9'G%)(PQ!^P%-UUGF1C5I0TS_DXI3=7K&\>Y609>7!%E1,%WO MCS"M[5:!H?X@TK7_UOCC3TOK%D9?K/GHHP73.\`=UT_33RD!%S#]O%PL1Y/; M\>0C(^2D"6J*XXQ9]:#GE)+NW%\^(K`S!@3;S0HW'N&ZG$!0P@BK?76Y&6RLV6(`+DI0M*$'46()_%^LD&!#$F]# MBL`&D"?3,V(*QJ0R:4K?:VUGKIP8<$LGL9P6;54>6YDE1F$+[?CQS@^_RBSU MRT::!*P`5,.`5=^C'0DE'5%[Q*`85/7#!H6(4CI308R8 M1>&SYR+W>O<9A[)QL%^X'I$[0]+3T,1<.:(PM7,>[5UMFEB@*,R+@>L=G).2 M8!R\@D.>Q:$T`SC7B>LWH\5/<'<__?L"[N:X9S'%XYS1$GN2;\EGA]3@4UZ#*UR#I#O_ MBO2SPWT-VOM':@U/?3*V?NM';W15&.(V891X?]!!Y'0]QL/)X,%;^6@4QRCA M+:L(%%6&'9$+->07%$C7_:`"J8XVYI_BB9Y)W-,J/VRH?`.V\LJ1HA8/9!BA M-(J1"X^2#^](A>E'3H#61$& M]`1.\O/F$?]?.AUF4P32Z37_W;[,Q)\29HL:Y6-$6QSY#@.E5MR1*E`KH21= MEF197AIDQ:7;0-,"H5"B.>P[TO^]HT\%1^W,459CIFNLH-)'O;&H#8'%`:H% M>TW,'^@D;\#,?(%N\@3,3PYH\M-:`DT,H/N';JU;N/X%^[G`'\:35XTY`MKV M9'3LI8QO9J8_G)[V8$JO5/*6[ M\60TN3$_3TD"RY*$%0-9Y>TUH8.02S=>SQ&]N'YF1\GN%JUX%.6J*;VWAFM^ M?0(I%0\O5WLLBQG_]4A8A^$UL M>3MI<G]!_5G_V*Y1X)(_ MY*+U9]LGR8LSNE&J.A?""32MBE%Y%T`[]VI]6A)HR(07_5`H80!I&=`P!:KM MOH#3?"6D'$]NYM9H00XMH@35=/]'_XXH/4/_"(K5SM1OSR^%6_RV3T\^W5IE M^_G6JG&P#J,-37R4V>TG68+*C7_23M6VSA4T#UOGH*!LP)"_(_=<+W;\,-[2 MNT;6Z;Z`-?'6.Y2E==#?$INU38.M@*ERU3(]!FUF>[SC6$IB2E<82^;5UPW3 MGX'\KF\5D&LC)2[-2G&W4;IS'<$.V1'@MX_AW7RLH]J%KSH&ZLM9-0!H.#(/ MQ4*$)43#B-+DR#IBGR!5`4\TT@K"#?.-2LUA;[G2&ZK9BNIW*7(,YV1AT-Z(KFT`<.(5BXLMIL-.2E[NH:% M]Q!X:\^Q@P2*GN&>EN,]^0S?M&S\$^*KMNE/!"Z%(_-#-=>MDFF\)`M0.2Z7 M=:F&/@;D]F0RH%4ZWKE6U#*FI6J'S]K@O`TXU9&NN'2XC.P@)@=,\TQN M6`FI((?5.3]`AFM]&V.DW:V>*]QT$##^V<-H/RP(YNLDN7_IB2/Z#M\5UD3I M>%T^C-I.2S/`G9]G(-G-$>NH@KC`<-:Y#1(MN=JSL%OZP<;YOB!]^)8!4PGB M$DA2F(<6;C9>>G(>R7.A5X4]H(",Y%MU.-J5HS(3K:6#M:6]@WZ:D58L0=3? M4)R(IM]5I?E=QT"WEN!U!&X-8Z?,"+UE0:;QD]O)?+5IDGS@U/,B MN:C1AWBI14VFCD;,\U?W:J@QH`WISP.=R!>O.@K0HQ#[MH_B[-RD!8J>\7@N MGB!NL&=HJ,0]T^@:9HAD?E+7`'+A`3G47QOFI:WO^&#--OMGNJEB`P[=%@"\ MQDP>NE,W[K'>!_P9_R&WA^$?_@]02P,$%`````@`\F[Q0,%'0$:*#```<[L` M`!4`'`!S8W)H+3(P,3$P.3,P7W!R92YX;6Q55`D``QBG!5`8IP50=7@+``$$ M)0X```0Y`0``[5UM<^(X$OY^5?MVY\._0@#EJ?69LI M@D[K&07SUNV/]C<$GR%I?8MUM9BJTW>G'UOLK^,04@=9M#3^WVFW^(R["?T\`A2UF%*:?3N9!L+CL=)Z?GT]?)L0] M]T32.>^R^FFI[;O=7BSCE139S\K1P$((%?^,+U# MF-&!@#OT*>*ZKUU`:=2K].Q5U+FGY5?`Y;UG-(S!OAM`@AEK3W!G?VYK*L_*:T#G=Z[_3`?8003:P#0EB/9VIH9I^4]6ZI_6/ MT&4$.:R/!\LQ`9@"FSM%TUJAECVM&V#V+IBAB0O[E,)`TZHMZ3VMN4N7[?79Z2U MK,E[G[N$Q*HQG/$NRM_F%_QMWGL?V9L\O@<3*'A%;$X-+E*Z8J'.;ZTJ+!Q" M@GSVIM_-U(QTI3:S5P`)]K!Z0[XBN\=^`-R=+-Z0K,C6+W`WW[[*5>53MN2` MN_ET+5FBK<&VG=J.7'N0C5(+-J*Q,2N:4]PS,U(&PI<`8H=/F>.G7,'^L_QH M.>;;J5]R^0+()T7C-']BR93W)S0@@$_W8D4NAQJIMY1EK6X\@"O9F#@C\FJ[*?DL?4ZWQR#R;I';!B?W]#JQ99N MDM@G::L!L5?ZV%^W&$PO(9,6G46T>&C;<^2^DC\EOJ?OR94M?@&.ED\<2#Z= M,(F0,A/]!5?$%T`,W!02DKRX),9'EC]!,O'7@6>(1A9)<,#^2E6H?&ULG1FA M4\Q)`7>;AK\A_BBT3V?^4\>!**:._27+&'MDQ=WV$+FEOO:N%]B?DK`LZ,=/P[Y$)RS2R9^43>[5,M MK?>U<'N^Y2N/GU?L\3$!?%8Z6GH3WQ7X.M7&^E`++V=M7OGW%S-#N>]Y/AX% MOOWW:,YPTH,7WG^HR'/Q[.GV*P[]BQO+2MM;_7>R'I6D8%<`"L6+HRRP.>PZAR\ MMK9Z]5BC2LQ?+YCR">AD$YA9N.4E-15+`4SEG'*LDF1#=<2/"5'=_BYWYC$G M>LR)UH:_N`A!821)-ZQ!=E1H>"-XXW5+O$R"_7'[/41/P(T*)X)K0,B2O=B^ M`3>4#:Q*\H:SL=O,Y3.LBJ41Q#]"&S*(;+BB7V"0I$(E1.>V-YSH52569+LX MS5XG)H<$+@!R;E\6O!*KF,G<]H9SQZI,BFP7Y^OKQ&3LA6(&4^T,YZ-5F9&EGQ["Z(^$7F/P`2Y;"4->?%OM-O",S204#ZC"Y8*"Q15 M%77(U>^"J1F3HN0X`1V")9_W,=3L"0F9Z6M7*+QHU;68WDC0HE@P$NBA;<0R MZ":$8W_CA(=2MQ`+F=[,**$7R,$U8W2X22Q]A$\0APIKIGP!TQLG9;`M!-:, M)976<)\WSIE-797`<#ZH)BR_=IK>R7QH-IM5`M=R<,U8?0U7ID9@B_+3.:VM MGNDZ22E)PL17'HY&S,$V2N,*MQLR3:V>Z6K,';C,`]&,>57?<5!L]A`@9X"O MP0*QU\,&8-EBJU#8ZIFN^-R!;358S9AM/<(`(`R=6T`PKXIAZ\?0"Z.E!)MH M(AO)=YB*A*V>Z?+3'?A7@U7:?,QP%4?605HS,>O,=$IM!W[S890VUWK#R=0] MDJC66>VS92H0#Y92K[">47Q;T+XGM(6:BXYG%PH>2Q%5SF:KN%$XZ!V+$(]% MB&^-O_0BF77I!Q*!=:)EUA"2Z.25S`&EH3;)L5`-SJLK@6A&$B$/HORXL*)D#<['JR-I M1L)@(PNVP^M:0;H&I_7UT#1C$V?K-+S2:UHB58.[`-10E)8R>%O\%KZ=!1(U MN'"@&('X_H%:?%&C&LHB'.(K$/8FVV+MRLOK^<&O%JD4-PA MD#BF`Q7C0>R_8Q[PF`>L#W_`A32I:!Q!\H3LZ."?2G687+)&F;]B)(V@.KE_ MGN_`)2`3S-+-28&,Z41?,66BK4@QH$:P+/",?B";SO3MRK`83C,2N@\+2`#_ M4$-RLE?E)@FA3(WR?#(,S6#V#X@91)+B'N?TCOFM?@#+"%S5.(Q'],K.&6KS[C=&+Q`>OO"7,&P(PS( M,@J9+S[[7QPP-,R^V0"S12BDQ4N_@_QJC7*+A_5":?M+1L_L)\B3J+MB03F5 MUJ4*)&J4F10C:,8N$IL)K3N^A,E4NSKE'K<,;T)YZ:H@>K6Y=04HLMG+\0:Y M82#=*RB0-'T46X=9!2BF=X0$U9O_@6@V9R;VF5HP@P_3)$&>S8T7T[J/.M,' MKE6XWA??`;>/S.PL;'\LT]QMJ*^VZ-V"NB5VW&/0O_TTSXG'C8;C1D-M^..W M";(^/"3^$V)CXM7R*X7.`+_F!OHV6]_'1T2*1Q=]937:CM@)7%/ZR`Z+$[,[ M$;NQI;)V:$0/V=X*Z3,+G8@]S0C M`=_W?!(DGX/G13W9CXZ+.YU4T/2%L0>B7-#!BES1B$&-N8Y`0.$-C/_<<%9R M:8%:"9:B$M,7UU;:@[3C:I=(8UO[[$D_87Q MMT)^^NIN+?[3HH8W7@[3!;8@[C\&O,UND+EP4*L?9&1-[^`'#M-K5)$W9L-7<6962K[-]"93R>D8#=1-J/@0($X^O59. MDE:BS/0EP25D:0O0-6.YPD#;$#I1X=3&]=?+&SB1?TU'+&;Z]N`=ZK!+&S0,OEGR/Q@7?QHX.T63]!<=->8O+]8X,:N) MJPF3C6J^IVC\UN-].T$.H-)6)HNH@S$;2=#H/E"?JG1E0*65M<9]X!8;2GN- MPL7"C;P#W%61TP!/?>+%-"F4FJEI,'\CLL:)5'5(IDM>RTIXQ2X[+X',+T`'7^Q76(S^0&<#)GG[5 M]<=)MI89-/1=9"L6`0F%#-0>7X64C?B4WD!J$Q3QS][PO'B=/DR'&X2-&4%7 MKOS+#_K*#-E99^1]Z'B#+A^D(S3":(AO@8,.#!&$;+7A- MP#$*=>>9N0Y-[%*)/#4%-8PV96"-B+#-?.R8`$R9;_AAWZHC2F2'0EP5B1J( M+I%)-XC:KD]#`E5"3$.+X3A3H$`0;7H8&Q%R6X6T5=^KD7Q5G/J;U? M"F4:$!X%\.H=(?P`.(H+T'ER/+JK908QGZ!6'3,24[1B1DN/@1F=DGTJDSH] M188C49<5T2Z.+N9&S/-&X83"[R%3?/O$H5=^54'F]Y7VCO)%3"0H,J8HY21$ M,J8O+A"[5;CC)492<7!TN($30"'[Q_\!4$L#!!0````(`/)N\4"?N\O(8@8` M`$PG```1`!P`5-Y]_;77RY^@,Z'$1PNJ9JC[ MS?E`R8((]&%M"X&IZGGU#8+F*"+2QZL7Z(^(K5"M\0*=U>IGJ/:Z57O9JC?1 M_2UR'.U$>C,28*2PF!)UAP,BY]@CEY694O.6ZRX6BZKT0D'D+&0Z0EGUPL`% M8_5:LZ$C9T3'=A.*X)I,<,349>5KA)D)M((@52Y;TA.S\B8-9DM]T:B&8@HJ MM;K[Z;8_-#$GQAGE7[:TEV/!$OV&J\5C+$FBKJ6^V@"RRN?N6KA1905V/_7! M<-8H+5"F7"K,O32(G:#C%.O-9M,UTD25DRE6Q-]KO.F*D!$W5DM0D72F&,\W MJ`F68X.(!89NIU9W&O4!4-!QI(A,8%X8<256VX1*XE6GX9,;"RW> MO$@(F/7[<+'4`O0)M6-`8%$G2V]FU]<2"X#R)R*5';*664`<4T_:,49D@4CJ MV0$@L(^.6LV)M`Z-D=A\J+G8XP0D%H`@D[T3[94+TG04YH)XSTQ,+#PS-R?8 M4PY9SAGF6(5B=0//&^9"SJ/`;L17PM6IN:#D@!81U$M?"_7\*Y%Z>=Y%;%ZO MB9CS4&$%2^K;"SR?4SX)=;=^*UO:\@@`2#<>'WK/+6LFDF0%;W._RQ55JQZ8 M%(%Q44$4."S4V#CWR81R:@*#I1`YZ=:0:6+NH[4-E#%RX>8M)$8C2?P!?VO: M,*@2;!B$7M]B5*QB0Z0&R^E[F'D1V^_`W6+Y.-J'D(C9G0:3&\IA_:68W8?2 M1-MA6,IXD](#4%+7/A1GP/_&`+0[@[OAH-^[;H^ZU^BJW6_?=;IH^+[;'0U/ M<1RN,-.;WW!&B+K'L+"K&5$4(EA3OU]L9[M1GFWTUWW[H7LW>M\=]3KM_M^G MR'YF9O?@F!F0-E-$P$I,G\C.W-_5L(_!RZ(Q&([@OUN@?8@&-VAPWWUHCWJ@ M<.+L=[""PFXY M9_J3P,SGLMIV]E_GV8_MH7"",A91:A*E-D]Q=!X(T^=PV#G5:B0PEW"Z!K_Q M:.R5VME_DV<_QB-C`&4MG"+7/1(W@%,DKQ,&`57Z%"#AR[$3FO60P&*8T%FD8">XGBV$DN?C]#2M5EP!(5;;G@ M2M4,19Z%V'%B(KZ`*KYH!2/AG`@%LSF]+':_0SY`^*'Y;(_13Y4-P^-#LP$( M83]=(C"O#TTD]RI\WW3C@G#5BLJ%4<6N'DZ(I*= MBE*9*#8@TSK"^VZAJ8S[%+5N'A%`OG!5QGV"T8UC7.?+6:5\)R#3.LS[DIEX$ZZ^.B:#D4ICQKH[U7%SH*QM-UDHW-7)8<(4EX3*S(L'H MQA%S8J>P6(J&/.J(@;$73P\+(N1W!7'$/_TP@117,-MCJ01.+KSU<>QS.?7U MF<[\NJ(%??`=UE,DT-\;%81CKLD,[Z>TM4EER*Z'['R:VF]M'0JRZU'SUN%^YZ%8,T_P%02P$"'@,4````"`#R;O%`'3;DFB\L M```@XP``$0`8```````!````I($``````L``00E#@``!#D!``!02P$"'@,4````"`#R;O%`,23LGX,%``"# M-P``%0`8```````!````I(%Z+```&UL550% M``,8IP50=7@+``$$)0X```0Y`0``4$L!`AX#%`````@`\F[Q0)Z_`#@0"@`` M8X8``!4`&````````0```*2!3#(``'-C`Q0````(`/)N\4"V.>;LQA8` M`%,S`0`5`!@```````$```"D@:L\``!S8W)H+3(P,3$P.3,P7VQA8BYX;6Q5 M5`4``QBG!5!U>`L``00E#@``!#D!``!02P$"'@,4````"`#R;O%`P4=`1HH, M``!SNP``%0`8```````!````I('`4P``&UL M550%``,8IP50=7@+``$$)0X```0Y`0``4$L!`AX#%`````@`\F[Q0)^[R\AB M!@``3"<``!$`&````````0```*2!F6```'-C'-D550% K``,8IP50=7@+``$$)0X```0Y`0``4$L%!@`````&``8`&@(``$9G```````` ` end XML 14 R9.htm IDEA: XBRL DOCUMENT v2.4.0.6
Intangible Assets
 9 Months Ended
Sep. 30, 2011
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets [Text Block]

Note 4.   Intangible Assets

 

Trademark

 

In connection with the acquisition of SLC, the Company acquired the trademark to the name “SCORES”. This trademark had a net recorded value at September 30, 2011 of $ -0-. This trademark has been registered in the United States, Canada, Japan and the European Community. The trademark is being amortized by straight line methods over an estimated useful life of ten years. The Company’s trademark having an infinite useful life by its definition is being amortized over ten years due to the difficult New York legal environment for which the related showcase adult club is operating.  The Company recorded $88,725 and $94,528 of amortization expense, for the nine month periods ended September 30, 2011 and 2010, respectively.
EXCEL 15 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`-"E@M1&]C=6UE;G0M5'EP93H@5V]R:V)O M;VL-"D-O;G1E;G0M5'EP93H@;75L=&EP87)T+W)E;&%T960[(&)O=6YD87)Y M/2(M+2TM/5].97AT4&%R=%\P,6(S.69D8E]D-3`Q7S0S9F1?834R8E]E8C$Y M83`X-6,Q934B#0H-"E1H:7,@9&]C=6UE;G0@:7,@82!3:6YG;&4@1FEL92!7 M96(@4&%G92P@86QS;R!K;F]W;B!A'!L;W)E&UL;G,Z=CTS1")U&UL;G,Z;STS1")U&UL/@T*(#QX.D5X8V5L5V]R:V)O;VL^#0H@(#QX M.D5X8V5L5V]R:W-H965T5]);F9O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=OF%T M:6]N/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O5]O9E]3:6=N:69I8V%N=%]!8V-O=6YT/"]X.DYA;64^#0H@("`@/'@Z M5V]R:W-H965T4V]U#I%>&-E;%=O5]4#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DQI8V5N#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;6UI=&UE;G1S7V%N9%]#;VYT:6YG96YC:65S/"]X.DYA M;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I7;W)K#I3='EL97-H M965T($A2968],T0B5V]R:W-H965T3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\P,6(S.69D8E]D-3`Q7S0S9F1? M834R8E]E8C$Y83`X-6,Q934-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO,#%B,SEF9&)?9#4P,5\T,V9D7V$U,F)?96(Q.6$P.#5C,64U+U=O'0O:'1M;#L@ M8VAA2!2 M96=I'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^9F%L'0^4V5P M(#,P+`T*"0DR,#$Q/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'1087)T M7S`Q8C,Y9F1B7V0U,#%?-#-F9%]A-3)B7V5B,3EA,#@U8S%E-0T*0V]N=&5N M="U,;V-A=&EO;CH@9FEL93HO+R]#.B\P,6(S.69D8E]D-3`Q7S0S9F1?834R M8E]E8C$Y83`X-6,Q934O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!P M87EA8FQE/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XR-S8L.#8V M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%SF5D+"`M,"T@:7-S=65D(&%N9"!O=71S=&%N9&EN9SPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAAF5D/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$;G5M<#XU,#`L,#`P+#`P,#QS<&%N/CPO3X-"CPO:'1M M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\P,6(S.69D8E]D-3`Q7S0S9F1?834R M8E]E8C$Y83`X-6,Q934-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M,#%B,SEF9&)?9#4P,5\T,V9D7V$U,F)?96(Q.6$P.#5C,64U+U=O'0O:'1M;#L@8VAA M'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\P,6(S.69D8E]D-3`Q7S0S9F1?834R8E]E8C$Y83`X-6,Q934-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO,#%B,SEF9&)?9#4P,5\T,V9D7V$U M,F)?96(Q.6$P.#5C,64U+U=O'0O:'1M;#L@8VAAF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M M<#XX."PW,C4\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$6%B;&4@86YD(&%C M8W)U960@97AP96YS97,\+W1D/@T*("`@("`@("`\=&0@8VQA2!P87EA8FQE/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$;G5M/B@R-RPT.34I/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S65A&5S/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD(#$L,C@T/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\P,6(S.69D8E]D M-3`Q7S0S9F1?834R8E]E8C$Y83`X-6,Q934-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO,#%B,SEF9&)?9#4P,5\T,V9D7V$U,F)?96(Q.6$P.#5C M,64U+U=O'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0@0FQO8VM=/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\<"!S='EL93TS1"=T97AT M+6%L:6=N.B!J=7-T:69Y.R!M87)G:6XZ(#!P="`P<'@[(&9O;G0Z(#$P<'0@ M=&EM97,@;F5W(')O;6%N+"!T:6UE3L@;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE M=R!R;VUA;BP@=&EM97,L('-E6QE/3-$)VUA#L@9F]N=#H@,3!P="!T:6UE M6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@ M9F]N=#H@,3!P="!T:6UE28C.#(R,3LI(&ES(&$@571A:"!C;W)P;W)A=&EO M;BP@9F]R;65D(&EN(%-E<'1E;6)E2!I6QE/3-$)VUA M#L@9F]N=#H@,3!P="!T:6UE6QE/3-$)W1E>'0M86QI M9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE M2XF(S$V,#LF(S$V,#M#97)T86EN('!R:6]R('!E3L@;6%R9VEN.B`P M<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E M'!E8W1E9"!F;W(@86YY(&]T:&5R(&EN=&5R:6T@<&5R:6]D M(&]R(&9O65A7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE2!O9B!3:6=N:69I8V%N M="!!8V-O=6YT:6YG(%!R:6YC:7!L97,\+V(^/"]P/@T*/'`@3L@;6%R9VEN+71O<#H@,'!X.R!T97AT+6EN9&5N=#H@ M,&EN.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E3L@;6%R9VEN+71O<#H@,'!X.R!T97AT+6EN9&5N=#H@,&EN.R!F;VYT.B`Q M,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E2!H87,@:6YC=7)R960@8W5M=6QA=&EV92!L;W-S97,@=&]T M86QI;F<@)"@V+#@T.2PQ,S@I+"!A('=O'1E;G0@=&AA="!F=6YD2!M87D@;F]T(&EN8W)E87-E(&ET6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE2!A9&IU3L@;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I M;65S(&YE=R!R;VUA;BP@=&EM97,L('-E6QE/3-$)VUA#L@9F]N=#H@,3!P="!T:6UE6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE6QE/3-$)VUA#L@9F]N=#H@,3!P="!T:6UE6QE/3-$)W1E>'0M86QI9VXZ M(&IU#L@9F]N=#H@,3!P="!T:6UE2XF(S$V,#LF(S$V,#LF(S$V,#M/ M=7(@3F5W($]R;&5A;G,@;&EC96YS964@86-C;W5N=&5D(&9O2!O<&5R M871I;F<@:6X@8F5T82!M;V1E.R!I="!H87,@86-C;W5N=&5D(&9O3L@;6%R9VEN.B`P<'0@ M,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E3L@;6%R9VEN+71O<#H@,'!X.R!T97AT+6EN9&5N=#H@ M,&EN.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E6QE M/3-$)VUA#L@9F]N=#H@,3!P="!T:6UE6QE/3-$)W1E M>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P M="!T:6UE'!A;F1S(&1I28C.#(Q-SMS(&9I M;F%N8VEA;"!I;G-T6%B;&4L M(&%C8W)U960@97AP96YS97,@86YD(')E;&%T960@<&%R='D@<&%Y86)L92X@ M)B,Q-C`[1'5E('1O('1H92!S:&]R="!T97)M(&UA='5R:71Y(&]F('1H97-E M(&9I;F%N8VEA;"!I;G-T6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE6QE/3-$)W1E>'0M M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T M:6UE3L@;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE M=R!R;VUA;BP@=&EM97,L('-E6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE2!I7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!46QE/3-$)VUA#L@9F]N=#H@,3!P="!T:6UE2!43L@;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S M(&YE=R!R;VUA;BP@=&EM97,L('-E3L@;6%R9VEN.B`P<'0@,'!X.R!F M;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E3L@;6%R9VEN.B`P M<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E M3L@;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R M;VUA;BP@=&EM97,L('-E2`R-RP@,C`P.2P@=&AE M($-O;7!A;GD@96YT97)E9"!I;G1O(&$@;&EC96YS:6YG(&%G2`D,C,V+#@V-B!I;B!A9&UI;FES=')A M=&EV92!C;W-T2!A;'-O(&QE87-E2!O M=VYE3X-"CPO:'1M;#X-"@T*+2TM+2TM M/5].97AT4&%R=%\P,6(S.69D8E]D-3`Q7S0S9F1?834R8E]E8C$Y83`X-6,Q M934-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO,#%B,SEF9&)?9#4P M,5\T,V9D7V$U,F)?96(Q.6$P.#5C,64U+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6QE M/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N M=#H@,3!P="!T:6UE2X@5&AE('1R861E;6%R:R!I2X\+W`^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%\P,6(S.69D8E]D-3`Q7S0S9F1?834R8E]E8C$Y83`X-6,Q934-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO,#%B,SEF9&)?9#4P,5\T,V9D M7V$U,F)?96(Q.6$P.#5C,64U+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'0@0FQO8VM=/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\<"!S='EL93TS1"=T97AT+6%L M:6=N.B!J=7-T:69Y.R!M87)G:6XZ(#!P="`P<'@[(&9O;G0Z(#$P<'0@=&EM M97,@;F5W(')O;6%N+"!T:6UE2!L:6-E;G-E9"!T:&4@=7-E(&]F('1H92`B4V-O6%L=&EE6%L='D@2XF M(S$V,#LF(S$V,#M$=7)I;F<@=&AE(#(P,3$@;FEN92!M;VYT:"!P97)I;V0L M('1H92!#;VUP86YY(&-O;&QE8W1E9"`D.3$L-S8T(&EN(')O>6%L=&EE3L@;6%R9VEN.B`P<'0@ M,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E6QA M;F0N(%)O>6%L=&EE6%L=&EE3L@;6%R9VEN.B`P<'0@,'!X.R!F M;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E2!U;F1E2!R979E;G5E6%L=&EE3L@ M;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@ M=&EM97,L('-E3L@;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE M=R!R;VUA;BP@=&EM97,L('-E2`R-RP@,C`P.2P@ M=V4@96YT97)E9"!I;G1O(&$@;&EC96YS:6YG(&%G2`R,#`Y(&%N9"!A2!O=VYE2!U;F1E2!R96-O3L@;6%R9VEN M.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L M('-E3L@;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA M;BP@=&EM97,L('-E2!E;G1E'0@='=E;'9E(&UO;G1H2!W:6QL M(')E8V5I=F4@82!F;&%T(&9E92!O9B`D-BPP,#`@<&5R(&UO;G1H('=I=&@@ M86X@861V86YC92!P87EM96YT(&UA9&4@870@=&AE('-I9VYI;F<@;V8@=&AE M(&-O;G1R86-T+B8C,38P.R!!9G1E6%B;&4@=&\@=&AE($-O;7!A;GD@=6YD97(@=&AI M2!C;VQL96-T960@)#0R M+#`P,"!I;B!R;WEA;'1I97,@86YD(&ES(&]W960@)#$R+#`P,"!I;B!U;G!A M:60@'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA6QE/3-$)W1E>'0M M86QI9VXZ(&IU'0M:6YD96YT.B`M,6EN.R!M87)G:6XZ(#!P M="`P<'@@,'!T(#%I;CL@9F]N=#H@,3!P="!T:6UE6QE/3-$)W1E>'0M86QI9VXZ(&IU M#L@9F]N=#H@,3!P="!T:6UE6QE/3-$ M)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@ M,3!P="!T:6UE2!I;B!T:&4@4RY$+DXN62X@5&AE M('!L86EN=&EF9B!S=6)S97%U96YT;'D@86UE;F1E9"!T:&4@8V]M<&QA:6YT M(&]N($IU;'D@,S`L(#(P,3`N(%1H92!P;&%I;G1I9F8@:7,@2`Q,RP@ M,C`Q,"X@061D:71I;VYA;&QY+"!T:&4@<&QA:6YT:69F(&ES('-E96MI;F<@ M<')E+6IU9&=M96YT(&%N9"!P;W-T+6IU9&=M96YT(&EN=&5R97-T+"!L:7%U M:61A=&5D(&1A;6%G97,@86YD(&EN:G5N8W1I=F4@2!D:7-P=71E2!I2X\+W`^#0H\<"!S='EL93TS M1"=T97AT+6%L:6=N.B!J=7-T:69Y.R!M87)G:6XZ(#!P="`P<'@[(&9O;G0Z M(#$P<'0@=&EM97,@;F5W(')O;6%N+"!T:6UE&EM871E;'D@2F%N=6%R>2`R,#`U(&%N9"!397!T96UB97(@,C`Q,"X@ M061D:71I;VYA;&QY+"!T:&4@<&QA:6YT:69F(&ES('-E96MI;F<@<')E+6IU M9&=M96YT(&%N9"!P;W-T+6IU9&=M96YT(&EN=&5R97-T+"!L:7%U:61A=&5D M(&1A;6%G97,L(')E87-O;F%B;&4@871T;W)N97ES)B,X,C$W.R!F965S(&%N M9"!C;W-T65R(&]F('1H92!P M;&%I;G1I9F8L(&-O;G1E;F1S('1H870@=&AE('!L86EN=&EF9B!W87,@;F]T M(&%N("8C.#(R,#ME;7!L;WEE928C.#(R,3L@8G5T(')A=&AE2!D969E;F0@86=A:6YS="!A;&P@8VQA:6US M(&EN('1H92!P;&%I;G1I9F8F(S@R,3<[3L@;6%R9VEN.B`P<'0@,'!X M.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E3L@ M;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@ M=&EM97,L('-E2!.:6-H;VQE($AU9VAE2!F M:6QE9"!A('!R92UA;G-W97(@;6]T:6]N('1O(&1I3L@;6%R9VEN.B`P<'0@,'!X M.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E3L@ M;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@ M=&EM97,L('-E2`Q-"P@,C`Q,"P@=&AE($-O;7!A M;GD@=V%S(&YA;65D(&EN(&$@8V]M<&QA:6YT(&9I;&5D('=I=&@@=&AE(%-# M3ED@:6X@8V]N;F5C=&EO;B!W:71H(&%N(&%L;&5G960@87-S875L="!O;B!T M:&4@<&QA:6YT:69F(&)Y(&%N(&%G96YT(&]F('1H92!#;VUP86YY)B,X,C$W M.W,@3F5W(%EO2!F:6QE M9"!A(&UO=&EO;B!T;R!D:7-M:7-S('1H:7,@8V]M<&QA:6YT(&%N9"P@;VX@ M1&5C96UB97(@,34L(#(P,3`L('1H92!P;&%I;G1I9F8@6QE/3-$)W1E>'0M86QI9VXZ(&IU'0M:6YD M96YT.B`P+C5I;CL@;6%R9VEN.B`P<'0@,'!X.R!F;VYT.B`Q,'!T('1I;65S M(&YE=R!R;VUA;BP@=&EM97,L('-E3L@;6%R9VEN.B`P<'0@,'!X.R!F M;VYT.B`Q,'!T('1I;65S(&YE=R!R;VUA;BP@=&EM97,L('-E2`D-S`L,#`P(&EN('5N<&%I9"!R;WEA;'1I97,N M(%=E(&AA=F4@#L@9F]N=#H@ M,3!P="!T:6UE6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE2!P2!A;F0@ M;VX@3V-T;V)E2!E;7!L;WEE9"!B>2!38V]R97,@5V5S M="!F;W(@;&5S6QE/3-$ M)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@ M,3!P="!T:6UE6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE6UE;G1S('1O($5-4R!T;W1A M;&EN9R`D-C`L,#`P(&%T('1H92!R871E(&]F("0Q,"PP,#`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`Q,BP@,C`P."!T;R!C;VYT97-T(&%N9"!D969E M;F0@86=A:6YS="!T:&5S92!A8V-U2!I2!A;F0@;W1H97(@9&5F96YD86YT2!A;F0@=&AE(&]T:&5R(&1E9F5N9&%N=',@ M=V5R92`F(S@R,C`[86X@:6YT96=R871E9"!E;G1E2!J;VEN=&QY(&5M<&QO>65D('1H92!P;&%I M;G1I9F9S+"!S=6)J96-T:6YG(&%L;"!O9B!T:&4@9&5F96YD86YT2!A;'-O(&UO=F5D('1O(&1I2`R.2P@,C`P."P@=&AE($-O;7!A;GD@ M9FEL960@86X@86YS=V5R('1O('!L86EN=&EF9B=S)B,X,C$W.R!S96-O;F0@ M86UE;F1E9"!C;VUP;&%I;G0N($]N(&]R(&%B;W5T(%-E<'1E;6)E3L@=&5X="UI;F1E;G0Z(#`N-6EN.R!M87)G:6XZ(#!P="`P<'@[ M(&9O;G0Z(#$P<'0@=&EM97,@;F5W(')O;6%N+"!T:6UE2!T:&4@)B,X M,C(P.T1E9F5N9&%N=',F(S@R,C$[*2!A;F0@=&AE(%!L86EN=&EF9G,@96YT M97)E9"!I;G1O(&$@0V]U7)O;&P@=&%X M97,@;VX@87!P2`D,S`P+#`P,"!I;B!D:7-T6QE M/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N M=#H@,3!P="!T:6UE6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE2!A9W)E960@=&\@861V86YC92!A;&P@;V8@=&AE($1E M9F5N9&%N=',F(S@R,3<[(&]B;&EG871I;VYS('5N9&5R('1H92!3971T;&5M M96YT($%G2!A;F0@6UE;G1S(&]F("0Q,2PY-C0N.3<@<&5R(&UO;G1H+B!4;R!S96-U2!N;W1E(&1A=&5D(%-E M<'1E;6)E2!T;R!';VQD6UE;G0@86=R965M96YT(&%R92!P M86ED(&EN(&9U;&PN(%1H92`D-C0L-3`P('!A:60@=&\@1V]L9')I;F2!I;G1E;F1S('1O(')E<&%Y('1H870@86UO=6YT('1O($UR+B!' M86YS+CPO<#X-"CQP('-T>6QE/3-$)W1E>'0M86QI9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE6QE/3-$)W1E>'0M86QI M9VXZ(&IU#L@9F]N=#H@,3!P="!T:6UE M2P@86QO;F<@=VET:"!S979E65E(&]F(&%N(&%F M9FEL:6%T92!A;F0@;VYE(&]F('1H92!#;VUP86YY)B,X,C$W.W,@2!H87,@9FEL M960@82!N;W1E(&]F(&ES2!D969E;F0@:71S M96QF(&EN('1H:7,@;&ET:6=A=&EO;B!A;F0@9&]E2!O'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^ M/'`@3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\P,6(S.69D8E]D-3`Q M7S0S9F1?834R8E]E8C$Y83`X-6,Q934-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO,#%B,SEF9&)?9#4P,5\T,V9D7V$U,F)?96(Q.6$P.#5C,64U M+U=O&UL#0I#;VYT96YT+51R86YS9F5R+45N M8V]D:6YG.B!Q=6]T960M<')I;G1A8FQE#0I#;VYT96YT+51Y<&4Z('1E>'0O M:'1M;#L@8VAA&UL;G,Z;STS1")U M'1087)T7S`Q8C,Y9F1B7V0U,#%?-#-F9%]A-3)B 17V5B,3EA,#@U8S%E-2TM#0H` ` end XML 16 R8.htm IDEA: XBRL DOCUMENT v2.4.0.6
Related Party Transactions
 9 Months Ended
Sep. 30, 2011
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]

Note 3. Related-Party Transactions

 

Transactions with Common ownership affiliates

 

On January 27, 2009, the Company entered into a licensing agreement with its affiliate through common ownership I.M. Operating LLC (“IMO”) for the use of the Scores brand name “Scores New York”.  Robert M. Gans is the majority owner of IMO and is also the Company’s majority shareholder.  IMO paid approximately $236,866 in administrative costs related to accounting, business development, insurance and legal services for the Company as of September 30, 2011.  The Company also leases office space directly from Westside Realty of New York, Inc. (WSR), the owner of the West 27th Street Building.  The majority owner of WSR is Robert M. Gans.  Between January 1, and March 31, 2009, the monthly rent including overhead was $5,000, since April 1, 2009, the monthly rent was reduced to $2,500 per month.  The Company owed WSR $40,000 in unpaid rents as of September 30, 2011.
XML 17 R2.htm IDEA: XBRL DOCUMENT v2.4.0.6
CONSOLIDATED BALANCE SHEETS (USD $)
Sep. 30, 2011
Dec. 31, 2010
ASSETS    
Cash $ 36,426 $ 23,748
Licensee receivable - including affiliates- net 73,219 87,731
Prepaid expenses 13,769 6,342
Total Current Assets 123,414 117,821
INTANGIBLE ASSETS,NET 0 88,725
TOTAL ASSETS 123,414 206,546
LIABILITIES AND STOCKHOLDERS'( DEFICIT)    
Accounts payable and accrued expenses 490,310 502,353
Related party payable 276,866 304,361
Deferred revenue 42,073 18,000
Total Current Liabilities 809,249 824,714
STOCKHOLDERS' (DEFICIT)    
Preferred stock, $.0001 par value, 10,000,000 shares authorized, -0- issued and outstanding 0 0
Common stock, $.001 par value; 500,000,000 shares authorized, 165,186,124 issued and 165,186,124 outstanding, respectively 165,186 165,186
Additional paid-in capital 5,998,117 5,998,117
Accumulated deficit (6,849,138) (6,781,471)
Total Stockholder's (Deficit) (685,835) (618,168)
TOTAL LIABILITIES AND STOCKHOLDERS' ( DEFICIT) $ 123,414 $ 206,546
XML 18 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6
Organization
 9 Months Ended
Sep. 30, 2011
Accounting Policies [Abstract]  
Organization [Text Block]

Note 1. Organization

 

Basis for presentation

 

Scores Holding Company, Inc. and subsidiary (the “Company”) is a Utah corporation, formed in September 1981 and is located in New York, NY. Formerly known as the Internet Advisory Corporation, the Company is a licensing company that exploits the “SCORES” name and trademark for franchising and other licensing options.

 

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements of the Company include the accounts of Scores Licensing Corp. (“SLC”).

 

Our consolidated financial statements include our accounts, as well as those of our wholly-owned subsidiary.  Certain prior period amounts have been reclassified to conform to the current period presentation. Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented.  All such adjustments are of a normal recurring nature.  These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2010.

 

The preparation of financial statements in conformity with U.S. GAAP requires us 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 nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2011.
XML 19 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.1.0.1 * */ var moreDialog = null; var Show = { Default:'raw', more:function( obj ){ var bClosed = false; if( moreDialog != null ) { try { bClosed = moreDialog.closed; } catch(e) { //Per article at http://support.microsoft.com/kb/244375 there is a problem with the WebBrowser control // that somtimes causes it to throw when checking the closed property on a child window that has been //closed. So if the exception occurs we assume the window is closed and move on from there. bClosed = true; } if( !bClosed ){ moreDialog.close(); } } obj = obj.parentNode.getElementsByTagName( 'pre' )[0]; var hasHtmlTag = false; var objHtml = ''; var raw = ''; //Check for raw HTML var nodes = obj.getElementsByTagName( '*' ); if( nodes.length ){ objHtml = obj.innerHTML; }else{ if( obj.innerText ){ raw = obj.innerText; }else{ raw = obj.textContent; } var matches = raw.match( /<\/?[a-zA-Z]{1}\w*[^>]*>/g ); if( matches && matches.length ){ objHtml = raw; //If there is an html node it will be 1st or 2nd, // but we can check a little further. var n = Math.min( 5, matches.length ); for( var i = 0; i < n; i++ ){ var el = matches[ i ].toString().toLowerCase(); if( el.indexOf( '= 0 ){ hasHtmlTag = true; break; } } } } if( objHtml.length ){ var html = ''; if( hasHtmlTag ){ html = objHtml; }else{ html = ''+ "\n"+''+ "\n"+' Report Preview Details'+ "\n"+' '+ "\n"+''+ "\n"+''+ objHtml + "\n"+''+ "\n"+''; } moreDialog = window.open("","More","width=700,height=650,status=0,resizable=yes,menubar=no,toolbar=no,scrollbars=yes"); moreDialog.document.write( html ); moreDialog.document.close(); if( !hasHtmlTag ){ moreDialog.document.body.style.margin = '0.5em'; } } else { //default view logic var lines = raw.split( "\n" ); var longest = 0; if( lines.length > 0 ){ for( var p = 0; p < lines.length; p++ ){ longest = Math.max( longest, lines[p].length ); } } //Decide on the default view this.Default = longest < 120 ? 'raw' : 'formatted'; //Build formatted view var text = raw.split( "\n\n" ) >= raw.split( "\r\n\r\n" ) ? raw.split( "\n\n" ) : raw.split( "\r\n\r\n" ) ; var formatted = ''; if( text.length > 0 ){ if( text.length == 1 ){ text = raw.split( "\n" ) >= raw.split( "\r\n" ) ? raw.split( "\n" ) : raw.split( "\r\n" ) ; formatted = "

"+ text.join( "

\n" ) +"

"; }else{ for( var p = 0; p < text.length; p++ ){ formatted += "

" + text[p] + "

\n"; } } }else{ formatted = '

' + raw + '

'; } html = ''+ "\n"+''+ "\n"+' Report Preview Details'+ "\n"+' '+ "\n"+''+ "\n"+''+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+'
'+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+'
'+ "\n"+' '+ "\n"+'
'+ "\n"+' '+ "\n"+'
'+ "\n"+''+ "\n"+''; moreDialog = window.open("","More","width=700,height=650,status=0,resizable=yes,menubar=no,toolbar=no,scrollbars=yes"); moreDialog.document.write(html); moreDialog.document.close(); this.toggle( moreDialog ); } moreDialog.document.title = 'Report Preview Details'; }, toggle:function( win, domLink ){ var domId = this.Default; var doc = win.document; var domEl = doc.getElementById( domId ); domEl.style.display = 'block'; this.Default = domId == 'raw' ? 'formatted' : 'raw'; if( domLink ){ domLink.innerHTML = this.Default == 'raw' ? 'with Text Wrapped' : 'as Filed'; } var domElOpposite = doc.getElementById( this.Default ); domElOpposite.style.display = 'none'; }, LastAR : null, showAR : function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }, toggleNext : function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }, hideAR : function(){ Show.LastAR.style.display = 'none'; } } XML 20 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6
Summary of Significant Accounting Principles
 9 Months Ended
Sep. 30, 2011
Accounting Policies [Abstract]  
Summary Of Significant Accounting Principles [Text Block]

Note 2. Summary of Significant Accounting Principles

 

Going Concern

 

The Company has incurred cumulative losses totaling $(6,849,138), a working capital deficit of $(685,835) and a net operating loss of $(67,670) for the nine months ended September 30, 2011.  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 and to take on operations in larger cities with greater demand for our product through acquisitions.   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 increase its operations.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The 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.

 

Concentration of Credit Risk

 

The Company earned royalties and merchandise revenues from four licensees who are unrelated to management of the Company. During the nine months ended September 30, 2011, revenues earned from royalties from these unrelated licensees amounted to $338,600 and there was $73,219 due and outstanding as of September 30, 2011.  The Company’s related New York affiliate commenced operations in May 2009 and revenue amounted to $130,937 during the nine month 2011 period; there was $-0- due and outstanding as of September 30, 2011.

 

During the nine month 2011 and 2010 periods our Baltimore licensees accounted for 23% and 26% and our Chicago licensee accounted for 18% and 21% of our total revenues, respectively.   Our New Orleans licensee accounted for 19% and 12% and our Tampa licensee accounted for 12% and 7% of our total revenues for the nine month periods ended 2011 and 2010 respectively.  Our related New York licensee accounted for 28% and 30% of our total revenues for the nine month periods ended 2011 and 2010 respectively. The Company’s Swan Media Group, Inc., Scoreslive.com licensee website went live during 2011 and is presently operating in beta mode; it has accounted for -0- amount of our total royalty revenues to date.

 

Income (Loss) Per Share

 

Net income (loss) per share data for both the 2011 period and the 2010 period are based on net income (loss) available to common shareholders divided by the weighted average of the number of common shares outstanding.  Outstanding stock options are not part of this basis as they are anti-dilutive.

 

Fair Value of Financial Instruments

 

The Company follows the provisions of ASC 820-10, Fair Value Measurements, which defines fair values, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company’s financial instruments include cash, licensee receivable, prepaid expenses, accounts payable, accrued expenses and related party payable.  Due to the short term maturity of these financial instruments, the fair values were not materially different from their carrying values.

 

New Accounting Pronouncements

 

All newly issued but not yet effective accounting pronouncements have been deemed to either be irrelevant or immaterial to the operations and reporting disclosures of the Company.
XML 21 R3.htm IDEA: XBRL DOCUMENT v2.4.0.6
CONSOLIDATED BALANCE SHEETS [PARENTHETICAL] (USD $)
Sep. 30, 2011
Dec. 31, 2010
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 165,186,124 165,186,124
Common stock, shares outstanding 165,186,124 165,186,124
XML 22 R1.htm IDEA: XBRL DOCUMENT v2.4.0.6
Document and Entity Information
 9 Months Ended
Sep. 30, 2011
Jul. 16, 2012
Entity Registrant Name SCORES HOLDING CO INC  
Entity Central Index Key 0000831489  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Trading Symbol scrh  
Entity Common Stock, Shares Outstanding   165,186,124
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2011  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2011  
XML 23 R4.htm IDEA: XBRL DOCUMENT v2.4.0.6
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
 3 Months Ended 9 Months Ended
Sep. 30, 2011
Sep. 30, 2010
Sep. 30, 2011
Sep. 30, 2010
REVENUES        
Royalty Revenue $ 204,748 $ 141,127 $ 469,537 $ 379,479
EXPENSES:        
GENERAL AND ADMINISTRATIVE EXPENSES 208,083 187,171 537,207 473,736
NET (LOSS) BEFORE INCOME TAXES (3,335) (46,044) (67,670) (94,257)
PROVISION FOR INCOME TAXES 0 0 0 0
NET (LOSS) $ (3,335) $ (46,044) $ (67,670) $ (94,257)
NET (LOSS) PER SHARE-Basic and Diluted (in dollars per share) $ 0.00 $ 0.00 $ 0.00 $ 0.00
WEIGHTED AVERAGE OF COMMOM SHARES OUTSTANDING-Basic and Diluted (in shares) 165,186,124 165,186,124 165,186,124 165,186,124
XML 24 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2011
Subsequent Events [Abstract]  
Subsequent Events [Text Block]

Note 7. SUBSEQUENT EVENTS

 

Management evaluated subsequent events through the date of this filing and determined that no such events have occurred that would require adjustment to or disclosure in the financial statements.
XML 25 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2011
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]

Note 6. Commitments and Contingencies

 

On March 22, 2010, Russell Whelchel, who performed work as a hair and makeup stylist at the Scores West nightclub located at 536 West 28th Street, New York, NY, filed a civil lawsuit against the Company in the S.D.N.Y. The plaintiff subsequently amended the complaint on July 30, 2010. The plaintiff is seeking to recover under federal and New York labor laws minimum wages, unlawful deductions, misappropriated gratuities and other wages for the period of his “employment” with Scores West between May 2009 and February 13, 2010. Additionally, the plaintiff is seeking pre-judgment and post-judgment interest, liquidated damages and injunctive relief. The Company disputes that it was an employer of the plaintiff; contends that the plaintiff was not an “employee” but rather an independent contractor of Scores West and denies all allegations seeking damages under federal and state wage and hour laws. The Company intends to vigorously defend against all claims in the plaintiff’s complaint. The Company is currently engaged with the plaintiff in the exchange of discovery.

 

On March 16, 2010, Charles Braden, who claims he performed work as a hair and makeup stylist at the Scores New York nightclub located at 536 West 28th Street, New York, NY, filed a civil lawsuit against the Company in the S.D.N.Y. The plaintiff is seeking to recover under federal and New York labor laws minimum wages, unlawful deductions, misappropriated gratuities and other wages for the period of his “employment” with “Scores New York” between approximately January 2005 and September 2010. Additionally, the plaintiff is seeking pre-judgment and post-judgment interest, liquidated damages, reasonable attorneys’ fees and costs of the action and other relief as the S.D.N.Y. deems just and reasonable. The Company disputes that it was an employer of the plaintiff, contends that the plaintiff was not an “employee” but rather an independent contractor of Scores West and denies all allegations seeking damages under federal and state wage and hour laws. The Company intends to vigorously defend against all claims in the plaintiff’s complaint.

 

In mid-March 2010, the Company was named by Nichole Hughes in a complaint filed with the SCNY. Ms Hughes is suing the Company for an unspecified amount of damages in connection with an alleged unauthorized use of her image in the Company’s advertising materials. On June 20, 2010, the Company filed a pre-answer motion to dismiss the complaint, which was denied on December 17, 2010. The Company then filed an answer and affirmative defenses and a third party complaint against IMO, owner and operator of the club where Ms. Hughes was employed. The case is now in discovery. The Company will vigorously defend itself in this litigation and does not expect that the outcome will be material.

 

On January 14, 2010, the Company was named in a complaint filed with the SCNY in connection with an alleged assault on the plaintiff by an agent of the Company’s New York affiliated club. The Company filed a motion to dismiss this complaint and, on December 15, 2010, the plaintiff stipulated to discontinue the case against the Company.

 

On June 23, 2009, the Company filed a complaint with the SCNY against Silver Bourbon, Inc., its licensee in New Orleans and operator of Scores New Orleans, for breach of contract. At the time of the filing, Silber Bourbon, Inc. owed the Company $70,000 in unpaid royalties. We have settled this matter with Silver Bourban, Inc. and the court action has been discontinued.

 

On September 5, 2008, Ruth Fowler, a former cocktail waitress at Scores West, filed a civil lawsuit against the Company in the Federal District Court for the Southern District of New York (the “Court”). The plaintiff is seeking to recover damages for alleged illegal deductions take from her salary and monies due her and for sexual harassment under the New York City and New York State Human Rights Laws. On May 7, 2009, the Company filed a motion to dismiss the action against it but that motion was denied by the Court with possible leave to renew the motion at a future date after the completion of discovery proceedings. In the meanwhile, counsel for plaintiff filed an amended complaint on February 26, 2010 to add as additional parties to the action Go West and EMS. On March 1, 2010, the Company filed affirmative defenses and an amended response asserting cross-claims for judgment against both Go West and EMS. On September 13, 2010, the SDNY denied plaintiff’s application for further discovery and on October 18, 2010, the Company filed a motion to dismiss, which has yet to be decided on. Although the outcome of this action is uncertain, the Company believes that any outcome will not have a material effect on it, since the plaintiff was only employed by Scores West for less than four months.

 

In early March 2008, the Company received notice that DIF&B, owner of the Las Vegas club, would be canceling its sublicense with EMS effective on or before May 6, 2008. The Company was notified that DIF&B would be making final royalty payments to EMS totaling $60,000 at the rate of $10,000 per week starting the first week of March 2008. The Las Vegas club ceased operating and, as of December 31, 2008, EMS had received only one such $10,000 payment from DIF&B. EMS commenced an action against DIF&B and filed a complaint and affidavit of service with the SCNY, on July 23, 2008. DIF&B was required to file an answer by August 23, 2008, but did not do so. As a result, EMS filed an application for a default judgment and the SCNY appointed a referee to determine damages. The referee determined that damages in the amount of $216,000, with interest, should be paid to EMS and a default judgment totaling $230,557 was entered by the Clerk of the SCNY. The Company will attempt to collect on this judgment. The Company will be entitled to all monies so collected, pursuant to the Assignment Agreement with EMS and 333.

 

On December 11, 2007, Francis Vargas, a former cocktail waitress at Scores West located in New York, NY, filed a civil lawsuit against the Company and Go West in the SCNY, alleging violations of the New York State Human Rights Law, New York Executive Law, New York City Human Rights Law, and the New York City Administrative Code, based upon allegations of sexual discrimination and sexual harassment. The lawsuit further alleges that at all material times both the Company and Go West were employers of Ms. Vargas, the plaintiff. The law suit seeks unspecified compensatory damages for plaintiff’s alleged loss of past and future earnings and benefits, emotional distress, humiliation and loss of reputation. The Company disputes that it was an employer of the plaintiff and categorically denies all allegations of sexual discrimination and sexual harassment. The Company filed its verified answer in the Supreme Court of the State of New York on February 12, 2008 to contest and defend against these accusations and it is currently engaged in discovery. On April 18, 2008, co-defendant Go West filed for bankruptcy and the case was stayed. On July 23, 2009, the bankruptcy petition was dismissed and, as a result, the automatic stay was lifted. The Company subsequently filed an amended response asserting cross-claims for judgment against both Go West and EMS and recently filed a motion to compel discovery which was approved. The Company is currently preparing for the plaintiff’s deposition and a compliance conference which are scheduled for the end of April.

 

On October 9, 2007, former Go West bartender Siri Diaz filed a purported class action and collective action on behalf of all tipped employees against the Company and other defendants alleging violations of federal and state wage/hour laws (Siri Diaz et al. v. Scores Holding Company, Inc.; Go West Entertainment, Inc. a/k/a Scores West Side; and Scores Entertainment, Inc., a/k/a Scores East Side, Case No. 07 Civ. 8718 (Southern District of New York (the “Court”), Judge Richard M. Berman)). On November 6, 2007, plaintiffs served an amended purported class action and collective action complaint, naming dancers and servers as additional plaintiffs and alleging the same violations of federal and state wage/hour laws. On or about February 21, 2008, plaintiffs served a second amended complaint adding two additional party defendants, but limiting the action to persons employed in the New York Scores’ clubs. The amended complaint alleged that the Company and the other defendants were “an integrated enterprise” and that the Company jointly employed the plaintiffs, subjecting all of the defendants to liability for the alleged wage/hour violations. On behalf of the Company and the other defendants the Company filed a motion to dismiss that portion of the Complaint that asserted State law class action allegations; the Company also moved to dismiss the claims of two of the named plaintiffs for failure to appear for depositions. At the same time plaintiffs moved for conditional certification under the federal law for a class of the servers, bartenders and dancers; the Company opposed that motion. On May 9, 2008, the Court issued its decision, denying the motion to dismiss and granting conditional certification for a class of servers, cocktail waitresses, bartenders and dancers who have worked at Scores East since October 2004. On May 29, 2008, the Company filed an answer to plaintiff's’ second amended complaint. On or about September 5, 2009, plaintiffs served their third amended complaint adding in two individual defendants who are alleged to be employers under the state and federal wage claims.  The Company disputes that it is a proper defendant in this action and it disputes that it violated the federal and state labor laws, and further disputes that the dancers are “employees” subject to the federal and state wage and hour laws. The Company has recorded a $450,000 estimate to settle this lawsuit, as the legal fees defending the Company’s position during the year has amounted to approximately $80,000.

 

On September 26, 2011, the Company, Goldring and Osher (collectively the “Defendants”) and the Plaintiffs entered into a Court approved Joint Stipulation of Settlement and Release (the “Settlement Agreement”), pursuant to which Defendants agreed to make a settlement payment of $450,000 to resolve and settle awards to Plaintiffs and related Plaintiffs’ attorneys’ fees. Additionally, Defendants agreed to pay the employer portion of payroll taxes on approximately $300,000 in distributions, and to pay the costs of administering the distribution of settlement payments (estimated at between $4,000 and $8,000).

 

In a separate settlement payment agreement among the Company, Goldring and Osher, the Company agreed to advance all of the Defendants’ obligations under the Settlement Agreement and to pay $64,500 of Goldring’s and Osher’s legal fees to their designated attorney. In consideration for the Company’s payment of these obligations, Goldring and Osher agreed, jointly and severally, to pay the Company $440,000 plus interest at the rate of 5% per annum on the unpaid balance of such amount, in 40 equal monthly payments of $11,964.97 per month. To secure his obligations under this agreement, Goldring agreed to assign to the Company a portion of his interests in a promissory note dated September 14, 2009 in the principal amount of $2,400,000.00 made by a third party to Goldring (the “Note”) and to grant the Company a security interest in the Note, which will remain in effect until his obligations under this settlement payment agreement are paid in full. The $64,500 paid to Goldring’s and Osher’s attorney was advanced by Robert Gans, the Company’s Chief Executive Officer and majority stockholder. The Company intends to repay that amount to Mr. Gans.

 

On March 30, 2007, the Company, along with several of its affiliates, were named in a suit in connection with an alleged assault by an employee of an affiliate and one of the Company’s stockholders and former officer and director. The Company has answered a third amended complaint and completed discovery. The Company has filed a note of issue with the court and is waiting for a court date on which the trial will begin. The Company will vigorously defend itself in this litigation and does not expect that the outcome will be material.

 

There are no other material legal proceedings pending to which the Company or any of its property is subject, nor to our knowledge are any such proceedings threatened.
XML 26 R5.htm IDEA: XBRL DOCUMENT v2.4.0.6
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
 9 Months Ended
Sep. 30, 2011
Sep. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (67,670) $ (94,257)
Adjustments to reconcile net loss to net cash provided by (used) in operating activities:    
Amortization 88,725 94,528
Changes in assets and liabilities:    
Licensee receivable 14,512 (51,730)
Prepaid expenses (7,424) (15,370)
Deferred revenue 24,073 36,000
Accounts payable and accrued expenses (12,043) 52,499
NET CASH PROVIDED BY OPERATING ACTIVITIES 40,173 21,670
CASH FLOWS FROM FINANCING ACTIVITIES:    
Related party payable (27,495) 53,778
NET CASH(USED IN) PROVIDED BY FINANCING ACTIVITIES (27,495) 53,778
NET INCREASE IN CASH 12,678 75,448
Cash and cash equivalents - beginning of year 23,748 31,694
Cash and cash equivalents - end of period 36,426 107,142
Supplemental disclosures of cash flow information:    
Cash paid during the year for interest 492 0
Cash paid for income taxes $ 1,284 $ 0
XML 27 R10.htm IDEA: XBRL DOCUMENT v2.4.0.6
Licensees
 9 Months Ended
Sep. 30, 2011
Goodwill and Intangible Assets Disclosure [Abstract]  
Licensees Disclosure [Text Block]

Note 5. Licensees

 

In 2003, the Company licensed the use of the "Scores Chicago" name to Stone Park Entertainment, Inc. for a club in Chicago, Illinois. Royalties payable to the Company are the greater of $2,500 per week or 4.99% of the gross revenues (less $25,000 per week) earned at that location. Chicago accounted for 18% and 21% of our total royalty revenues during the nine month periods of 2011 and 2010, respectively.  During the 2011 nine month period, the Company collected $91,764 in royalties and is owed $10,462 in unpaid royalties.

  

In 2004, the Company licensed the use of "Scores Baltimore" to Club 2000 Eastern Avenue, Inc. for its nightclub in Baltimore, Maryland. Royalties payable to the Company are the greater of $1,000 per week or 4.99% of gross revenues. This club accounted for 23% and 26% of our total royalty revenues during the first nine months of 2011 and 2010, respectively.  For the 2011 nine month period, the Company collected $108,453 in royalties and is owed $12,357 in unpaid royalties.

 

In April 2007, we licensed the use of the Scores brand name to Silver Bourbon, Inc. for a night club in New Orleans, Louisiana. Royalties payable to the Company under this license are capped at the greater of $8,000 per month or 4.99% of gross revenues. This club commenced operations in April 2007 and accounted for 19% and 12% of our total royalty revenues during first nine month periods of 2011 and 2010, respectively. During the 2011 nine month period the Company collected $70,000 in royalties and is owed $49,000 in unpaid royalties.

 

On January 27, 2009, we entered into a licensing agreement with I.M. Operating LLC (“IMO”) for the use of the Scores brand name which our majority shareholder (Robert M. Gans) and Secretary and Board Director (Howard Rosenbluth) are members.  IMOs’ operations commenced in May 2009 and are located at the site of the former Scores West nightclub, 536 West 28th Street, New York, NY. The building occupied by IMO is owned by Westside Realty of New York, Inc., of which the majority owner is Robert M. Gans.  Royalties payable to the Company under this license agreement are equal to 3% of gross revenues after deducting $200,000. For the first nine months of the 2011 period, the Company collected $171,833 in royalties and is owed $-0- in unpaid royalties. The Company recorded $42,073 of deferred revenue related to I.M. Operating LLC royalties collected at September 30, 2011.

 

On September 30, 2010, the Company entered into a licensing agreement with Tampa Food & Entertainment, Inc.  Upon signing the contract, the Company received a non-refundable fee.  For the next twelve months the Company will receive a flat fee of $6,000 per month with an advance payment made at the signing of the contract.  After the first twelve months, royalties payable to the Company under this license will be capped at the greater of a certain dollar amount per month or a percentage of net revenues. For the first nine months of the 2011 period the Company collected $42,000 in royalties and is owed $12,000 in unpaid royalties.
XML 28 FilingSummary.xml IDEA: XBRL DOCUMENT 2.4.0.6 Html 9 60 1 false 0 0 false 3 false false R1.htm 001 - Document - Document and Entity Information Sheet http://www.scoresholdings.com/role/DocumentAndEntityInformation Document and Entity Information true false R2.htm 002 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.scoresholdings.com/role/StatementOfFinancialPositionClassified CONSOLIDATED BALANCE SHEETS false false R3.htm 003 - Statement - CONSOLIDATED BALANCE SHEETS [PARENTHETICAL] Sheet http://www.scoresholdings.com/role/BalanceSheetParenthetical CONSOLIDATED BALANCE SHEETS [PARENTHETICAL] false false R4.htm 004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.scoresholdings.com/role/StatementOfIncomeAlternative CONSOLIDATED STATEMENTS OF OPERATIONS false false R5.htm 005 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.scoresholdings.com/role/StatementOfCashFlowsIndirect CONSOLIDATED STATEMENTS OF CASH FLOWS false false R6.htm 006 - Disclosure - Organization Sheet http://www.scoresholdings.com/role/Organization Organization false false R7.htm 007 - Disclosure - Summary of Significant Accounting Principles Sheet http://www.scoresholdings.com/role/SummaryOfSignificantAccountingPrinciples Summary of Significant Accounting Principles false false R8.htm 008 - Disclosure - Related Party Transactions Sheet http://www.scoresholdings.com/role/RelatedPartyTransactions Related Party Transactions false false R9.htm 009 - Disclosure - Intangible Assets Sheet http://www.scoresholdings.com/role/IntangibleAssets Intangible Assets false false R10.htm 010 - Disclosure - Licensees Sheet http://www.scoresholdings.com/role/Licensees Licensees false false R11.htm 011 - Disclosure - Commitments and Contingencies Sheet http://www.scoresholdings.com/role/CommitmentsAndContingencies Commitments and Contingencies false false R12.htm 012 - Disclosure - SUBSEQUENT EVENTS Sheet http://www.scoresholdings.com/role/SubsequentEvents SUBSEQUENT EVENTS false false All Reports Book All Reports Process Flow-Through: 002 - Statement - CONSOLIDATED BALANCE SHEETS Process Flow-Through: Removing column 'Sep. 30, 2010' Process Flow-Through: Removing column 'Dec. 31, 2009' Process Flow-Through: 003 - Statement - CONSOLIDATED BALANCE SHEETS [PARENTHETICAL] Process Flow-Through: 004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Process Flow-Through: 005 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS scrh-20110930.xml scrh-20110930.xsd scrh-20110930_cal.xml scrh-20110930_def.xml scrh-20110930_lab.xml scrh-20110930_pre.xml true true