SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number:
000-16665
(Check One)
x
Form
10-K and Form 10-KSB
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Form 11-K
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Form
20-F
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Form 10-Q and Form 10-QSB
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Form
N-SAR
For period ended
December 31, 2011
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Transition Report on Form 10-K and Form 10-KSB
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q and Form 10-QSB
¨
Transition Report on Form N-SAR
For the transition period ended
N/A
________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein.
If the notification relates to a portion
of the filing checked above, identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant Scores Holdings
Company, Inc.
Address of principal executive office 533-535
West 27th St.
City, State and Zip Code New
York, NY 10001
PART II
RULE 12b-25(b) and (c)
If the subject report could not be filed
without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check appropriate box.)
x
(a) The reasons described in reasonable
detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x
(b) The subject annual report, semi-annual
report, transition report on Forms 10-K, 10-KSB, 20-F, 11-K, or Form N-SAR, or portion thereof will be filed on or before the 15th
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion
thereof will be filed on or before the fifth calendar day following the prescribed due date; and
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(c) The accountant's statement or other
exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reason
why Forms 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, –SAR, or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The registrant
is unable to file its Report on Form 10-K for the period ended December 31, 2010 (the “Report”) by the prescribed date
of March 31, 2011 without unreasonable effort or expense because the registrant needs additional time to complete certain disclosures
and analyses to be included in the Report. The registrant intends to file its Report on or prior to the fifteenth calendar
day following the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person
to contact with regard to this notification.
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Adam S. Gottbetter, Esq.
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(212)
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400-6900
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(Area Code)
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(Telephone Number)
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(2) Have all other periodic reports required
under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the Registrant was required to file such report(s) been filed? If the answer
is no, identify report(s).
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Yes
x
No
The Registrant has not yet filed its periodic report
on Form 10-Q for the three and nine month periods ended September 30, 2011 and 2010.
(3) Is it anticipated that any
significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
x
Yes
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No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot
be made.
Preliminarily, unaudited estimates of certain key indicators
show material differences from the period ended December 31, 2010 to the period ended December 31, 2011 (all 2011 numbers are approximate).
Current assets increased by more than 9.00%
from $118,000 to $129,000. Current liabilities increased by 18.00% from $825,000 to $977,000. Net income was approximately
$232,000 for the year ended December 31, 2011, versus a net loss of $651,000 for the year ended December 31, 2010. Royalty
revenues, which are the Company’s primary source of funds, increased 22.00% from $514,155 to $629,251 from 2010 to 2011.
During the fourth quarter of 2011 there was also a one-time gain as the result of a settlement of a litigation matter.
Scores Holding Company, Inc.
(Name of Registrant as Specified
in Charter)
has caused this notification
to be signed on its behalf by the undersigned heretofore duly authorized.
Date: April 2, 2012
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By:
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/s/ Howard Rosenbluth
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Name:
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Howard Rosenbluth
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Title:
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Acting Chief Executive Officer and Chief Financial Officer
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Scores (CE) (USOTC:SCRH)
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