<PAGE>

    As filed with the Securities and Exchange Commission on February 12, 2003

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          SCORES HOLDING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                UTAH                                 87-0426358
                ----                                 ----------
     (State or other jurisdiction                  (IRS Employer
     of incorporation or organization)          Identification No.)

                               150 E. 58TH STREET
                               NEW YORK, NY 10022
                                 (212) 421-8480
                                 --------------
     (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

       MODIFIED RETAINER AGREEMENT WITH KAPLAN GOTTBETTER & LEVENSON, LLP
                            (Full Title of the Plan)

                                                      Copy to:
           RICHARD GOLDRING                    ADAM S. GOTTBETTER, ESQ.
     SCORES HOLDING COMPANY, INC.        KAPLAN GOTTBETTER & LEVENSON, LLP
          150 E. 58TH STREET                      630 THIRD AVENUE
          NEW YORK, NY 10022                 NEW YORK, NEW YORK 10017
            (212) 421-8480                       (212) 983-6900
 (Name, Address and Telephone Number,
including Area Code, of Agent for Service)


                               CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                      PROPOSED
                                                       MAXIMUM       PROPOSED
                                           AMOUNT     OFFERING       MAXIMUM        AMOUNT OF
TITLE OF SECURITIES                        TO BE       PRICE        AGGREGATE     REGISTRATION
TO BE REGISTERED                         REGISTERED  PER SHARE   OFFERING PRICE        FEE
---------------------------------------  ----------  ----------  ---------------  -------------

<S>                                            <C>         <C>         <C>              <C>
Common Stock, par value $.001 per share     160,000  $      .71  $       113,600  $       10.46
TOTAL:                                      160,000  $      .71  $       113,600  $       10.46
---------------------------------------  ----------  ----------  ---------------  -------------
</TABLE>

(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
     pursuant  to  Rule  457(c)  on the basis of the average of the high and low
     prices  of  the  common  stock  of the Registrant as traded in the over-the
     counter  market  and  reported  on the OTC Electronic Bulletin Board of the
     National  Association  of  Securities  Dealers  on  February  11,  2003

<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.     INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
Scores  Holding  Company,  Inc.,  150  E.  58th Street New York, NY 10022, (212)
421-8480.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following documents are incorporated by reference in this registration
statement.

     a)   Registrant's  Annual  Report  on Form 10-KSB for the fiscal year ended
          December  31,  2001  filed  pursuant  to Section 13(c) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
          15(d)  of the Exchange Act since the end of the fiscal year covered by
          the  Form  10-KSB  referred  to  in  (a)  above.

     c)   The  description  of  the common stock, $.001 par value per share (the
          "Common  Stock")  of  the  Registrant is contained in the Registrant's
          registration  statement  on  Form  10-SB,  as  amended.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a  part  hereof  from  the  date  of  filing  of  such documents.  Any statement
contained  in  this registration statement, in a supplement to this registration
statement  or in a document incorporated by reference herein, shall be deemed to
be  modified  or  superseded  for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated  by  reference  herein  modifies  or supersedes such statement. Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  registration  statement.

                                        2

<PAGE>

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     The  validity of the shares of common stock registered in this registration
statement  has  been  passed  upon  for  the  Registrant  by Kaplan Gottbetter &
Levenson,  LLP,  ("KGL") whose opinion is attached hereto as Exhibit 5.  Adam S.
Gottbetter  a  partner  in KGL, will be issued the shares of common stock of the
Registrant  being  registered  as  payment  for  legal  services  rendered.  KGL
presently  owns  shares  of  Registrant's  Common  Stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Pursuant  to  16-10a-902  of the Utah Revised Business Corporation Act (the
"Utah  Act"),  the  Registrant  may  indemnify  an  individual made a party to a
proceeding  because  they  are or were a director, against liability incurred in
the  proceeding,  if  such  individual  acted  in  good  faith  and  in a manner
reasonably  believed  to  be  in,  or  not  opposed to, the best interest of the
Registrant  and,  in  a  criminal  proceeding,  they  had no reasonable cause to
believe  their  conduct  was  unlawful.  Indemnification under this provision is
limited  to  reasonable  expenses  incurred  in  connection with the proceeding.
Pursuant to the Utah Act, the Registrant's Board of Directors may also indemnify
its  officers,  agents,  or  employees against any loss or damage sustained when
acting  in  good  faith  in  the  performance  of  their  corporate  duties.

     Registrant  must  indemnify a director or officer who is successful, on the
merits  or  otherwise,  in  the  defense  of any proceeding or in defense of any
claim,  issue, or matter in the proceeding, to which they are a party to because
they  are  or  were  a director of officer of the Registrant, against reasonable
expenses  incurred  by  them  in  connection  with  the proceeding or claim with
respect  to  which  they  have  been  successful.

     Registrant  may  pay  for  or  reimburse  reasonable expenses incurred by a
director,  officer employee, fiduciary or agent of the Registrant who is a party
to  a  proceeding in advance of final disposition of the proceeding provided the
individual  furnishes  the  Registrant  with  a  written  affirmation that their
conduct  was  in good faith and in a manner reasonably believed to be in, or not
opposed  to,  the  best  interest  of  the  Registrant, and undertake to pay the
advance  if  it is ultimately determined that they did not meet such standard of
conduct.

     Also  pursuant to the Utah Act, a corporation may set forth in its articles
of  incorporation, by-laws or by resolution, a provision eliminating or limiting
in  certain  circumstances,  liability  of  a director to the corporation or its
shareholders  for  monetary  damages for any action taken or any failure to take
action  as  a director. This provision does not eliminate or limit the liability
of  a  director (i) for the amount of a financial benefit received by a director
to  which  they  are not entitled; (ii) an intentional infliction of harm on the
corporation  or its shareholders; (iii) for liability for a violation of Section
16-10a-842  of  the Utah Act (relating to the distributions made in violation of
the  Utah  Act); and (iv) an intentional violation of criminal law. To date, the
Registrant  has  not  adopted such a provision in its Articles of Incorporation,
By-Laws,  or  by  resolution.  A  corporation  may  not  eliminate  or limit the

                                        3

<PAGE>

liability of a director for any act or omission occurring prior to the date when
such  provision  becomes  effective.

     The  Utah Act also permits a corporation to purchase and maintain liability
insurance  on  behalf  of  its  directors,  officers,  employees, fiduciaries or
agents.  To  date,  the  Registrant  does  not  carry  any  such  insurance.


ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

             Not  applicable.

ITEM  8.     EXHIBITS

Exhibit  No.  Description
------------  -----------

     4.     Modified  Retainer  Agreement  dated  January  17,  2003,  between
            Registrant  and  Kaplan  Gottbetter  &  Levenson,  LLP.

     5.     Opinion  of  Counsel,  Kaplan  Gottbetter  &  Levenson,  LLP.

     23.1   Consent  of  Counsel  (included  in  Exhibit  5  hereto).

     23.2   Consent  of  Radin  Glass  &  Co.,  LLP,  Auditors.

ITEM  9.     UNDERTAKINGS

(a)     The  Registrant  hereby  undertakes:

     1.   To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any prospectus required by Section 10 (a) (3) of the
               Securities  Act  of  1933;

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement;

          (iii)  To include any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

          provided  however,  that  paragraphs  (a)(1)(i) and (a) (1)(ii) do not
          apply  if the conformation required to be included in a post effective
          amendment  by  those paragraphs is contained in periodic reports filed
          with  or  furnished  to  the  Commission by the Registrant pursuant to
          Section  13  or  15(d) of the Securities Exchange Act of 1934 that are
          incorporated  by  reference  in  this  registration  statement.


                                        4
<PAGE>

     2.   That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

     (b)     The  Registrant hereby undertakes that, for purposes of determining
any  liability under the Securities Act of 1933, each filing of the Registrant's
annual  report  pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act
(and,  where  applicable,  each  filing  of  any employee benefits plan's annual
report  pursuant  to Section 15 (d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be
a  new registration statement relating to the securities offered herein, and the
offering  of  such  securities at that time shall be deemed to be in the initial
bona  fide  offering  thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                        5
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized in the City of New York, State of New York on the 20th day of January
2003.

                              SCORES  HOLDING  COMPANY,  INC.


                              By:  /s/  Richard  Goldring
                              --------------------
                              Richard  Goldring,
                              President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicates  and  on  the  dates  indicated.

                     TITLE                                     DATE
                     -----                                     ----
/s/ Richard Goldring
--------------------
Richard Goldring     President and Chief Executive Officer     January 20, 2003

/s/ David Silverman
-------------------
David Silverman      Treasurer, Chief Financial and            January 20, 2003
                     Accounting Officer


BOARD OF DIRECTORS:


/s/ Richard Goldring
--------------------
Richard Goldring      Director                                 January 20, 2003

/s/ Elliot Osher
----------------
Elliot Osher          Director                                 January 20, 2003

/s/ William Osher
-----------------
William Osher         Director                                 January 20, 2003


                                        6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 16568}]
{"company-data": {"conformed-name": "SCORES HOLDING CO INC", "cik": "0000831489", "assigned-sic": "6799", "irs-number": "870426358", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103142", "film-number": "03554568"}, "business-address": {"street1": "150 EAST 58TH STREET", "street2": "SUITE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "212-421-8480"}, "mail-address": {"street1": "150 EAST 58TH STREET", "street2": "SUITE", "city": "NEW YORK", "state": "NY", "zip": "33304"}, "former-company": [{"former-conformed-name": "OLYMPUS MTM CORP", "date-changed": "19970215"}, {"former-conformed-name": "INTERNET ADVISORY CORP", "date-changed": "19980904"}]}
As filed with the Securities and Exchange Commission on February 12, 2003

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          SCORES HOLDING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                UTAH                                 87-0426358
                ----                                 ----------
     (State or other jurisdiction                  (IRS Employer
     of incorporation or organization)          Identification No.)

                               150 E. 58TH STREET
                               NEW YORK, NY 10022
                                 (212) 421-8480
                                 --------------
     (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

       MODIFIED RETAINER AGREEMENT WITH KAPLAN GOTTBETTER & LEVENSON, LLP
                            (Full Title of the Plan)

                                                      Copy to:
           RICHARD GOLDRING                    ADAM S. GOTTBETTER, ESQ.
     SCORES HOLDING COMPANY, INC.        KAPLAN GOTTBETTER & LEVENSON, LLP
          150 E. 58TH STREET                      630 THIRD AVENUE
          NEW YORK, NY 10022                 NEW YORK, NEW YORK 10017
            (212) 421-8480                       (212) 983-6900
 (Name, Address and Telephone Number,
including Area Code, of Agent for Service)

                               CALCULATION OF REGISTRATION FEE
PROPOSED
                                                       MAXIMUM       PROPOSED
                                           AMOUNT     OFFERING       MAXIMUM        AMOUNT OF
TITLE OF SECURITIES                        TO BE       PRICE        AGGREGATE     REGISTRATION
TO BE REGISTERED                         REGISTERED  PER SHARE   OFFERING PRICE        FEE
---------------------------------------  ----------  ----------  ---------------  -------------
Common Stock, par value $.001 per share     160,000  $      .71  $       113,600  $       10.46
TOTAL:                                      160,000  $      .71  $       113,600  $       10.46
---------------------------------------  ----------  ----------  ---------------  -------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
     pursuant  to  Rule  457(c)  on the basis of the average of the high and low
     prices  of  the  common  stock  of the Registrant as traded in the over-the
     counter  market  and  reported  on the OTC Electronic Bulletin Board of the
     National  Association  of  Securities  Dealers  on  February  11,  2003
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.     INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
Scores  Holding  Company,  Inc.,  150  E.  58th Street New York, NY 10022, (212)
421-8480.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following documents are incorporated by reference in this registration
statement.

     a)   Registrant's  Annual  Report  on Form 10-KSB for the fiscal year ended
          December  31,  2001  filed  pursuant  to Section 13(c) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
          15(d)  of the Exchange Act since the end of the fiscal year covered by
          the  Form  10-KSB  referred  to  in  (a)  above.

     c)   The  description  of  the common stock, $.001 par value per share (the
          "Common  Stock")  of  the  Registrant is contained in the Registrant's
          registration  statement  on  Form  10-SB,  as  amended.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a  part  hereof  from  the  date  of  filing  of  such documents.  Any statement
contained  in  this registration statement, in a supplement to this registration
statement  or in a document incorporated by reference herein, shall be deemed to
be  modified  or  superseded  for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated  by  reference  herein  modifies  or supersedes such statement. Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  registration  statement.

                                        2
ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     The  validity of the shares of common stock registered in this registration
statement  has  been  passed  upon  for  the  Registrant  by Kaplan Gottbetter &
Levenson,  LLP,  ("KGL") whose opinion is attached hereto as Exhibit 5.  Adam S.
Gottbetter  a  partner  in KGL, will be issued the shares of common stock of the
Registrant  being  registered  as  payment  for  legal  services  rendered.  KGL
presently  owns  shares  of  Registrant's  Common  Stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Pursuant  to  16-10a-902  of the Utah Revised Business Corporation Act (the
"Utah  Act"),  the  Registrant  may  indemnify  an  individual made a party to a
proceeding  because  they  are or were a director, against liability incurred in
the  proceeding,  if  such  individual  acted  in  good  faith  and  in a manner
reasonably  believed  to  be  in,  or  not  opposed to, the best interest of the
Registrant  and,  in  a  criminal  proceeding,  they  had no reasonable cause to
believe  their  conduct  was  unlawful.  Indemnification under this provision is
limited  to  reasonable  expenses  incurred  in  connection with the proceeding.
Pursuant to the Utah Act, the Registrant's Board of Directors may also indemnify
its  officers,  agents,  or  employees against any loss or damage sustained when
acting  in  good  faith  in  the  performance  of  their  corporate  duties.

     Registrant  must  indemnify a director or officer who is successful, on the
merits  or  otherwise,  in  the  defense  of any proceeding or in defense of any
claim,  issue, or matter in the proceeding, to which they are a party to because
they  are  or  were  a director of officer of the Registrant, against reasonable
expenses  incurred  by  them  in  connection  with  the proceeding or claim with
respect  to  which  they  have  been  successful.

     Registrant  may  pay  for  or  reimburse  reasonable expenses incurred by a
director,  officer employee, fiduciary or agent of the Registrant who is a party
to  a  proceeding in advance of final disposition of the proceeding provided the
individual  furnishes  the  Registrant  with  a  written  affirmation that their
conduct  was  in good faith and in a manner reasonably believed to be in, or not
opposed  to,  the  best  interest  of  the  Registrant, and undertake to pay the
advance  if  it is ultimately determined that they did not meet such standard of
conduct.

     Also  pursuant to the Utah Act, a corporation may set forth in its articles
of  incorporation, by-laws or by resolution, a provision eliminating or limiting
in  certain  circumstances,  liability  of  a director to the corporation or its
shareholders  for  monetary  damages for any action taken or any failure to take
action  as  a director. This provision does not eliminate or limit the liability
of  a  director (i) for the amount of a financial benefit received by a director
to  which  they  are not entitled; (ii) an intentional infliction of harm on the
corporation  or its shareholders; (iii) for liability for a violation of Section
16-10a-842  of  the Utah Act (relating to the distributions made in violation of
the  Utah  Act); and (iv) an intentional violation of criminal law. To date, the
Registrant  has  not  adopted such a provision in its Articles of Incorporation,
By-Laws,  or  by  resolution.  A  corporation  may  not  eliminate  or limit the

                                        3
liability of a director for any act or omission occurring prior to the date when
such  provision  becomes  effective.

     The  Utah Act also permits a corporation to purchase and maintain liability
insurance  on  behalf  of  its  directors,  officers,  employees, fiduciaries or
agents.  To  date,  the  Registrant  does  not  carry  any  such  insurance.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

             Not  applicable.

ITEM  8.     EXHIBITS

Exhibit  No.  Description
------------  -----------

     4.     Modified  Retainer  Agreement  dated  January  17,  2003,  between
            Registrant  and  Kaplan  Gottbetter  &  Levenson,  LLP.

     5.     Opinion  of  Counsel,  Kaplan  Gottbetter  &  Levenson,  LLP.

     23.1   Consent  of  Counsel  (included  in  Exhibit  5  hereto).

     23.2   Consent  of  Radin  Glass  &  Co.,  LLP,  Auditors.

ITEM  9.     UNDERTAKINGS

(a)     The  Registrant  hereby  undertakes:

     1.   To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any prospectus required by Section 10 (a) (3) of the
               Securities  Act  of  1933;

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement;

          (iii)  To include any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

          provided  however,  that  paragraphs  (a)(1)(i) and (a) (1)(ii) do not
          apply  if the conformation required to be included in a post effective
          amendment  by  those paragraphs is contained in periodic reports filed
          with  or  furnished  to  the  Commission by the Registrant pursuant to
          Section  13  or  15(d) of the Securities Exchange Act of 1934 that are
          incorporated  by  reference  in  this  registration  statement.

                                        4
2.   That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

     (b)     The  Registrant hereby undertakes that, for purposes of determining
any  liability under the Securities Act of 1933, each filing of the Registrant's
annual  report  pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act
(and,  where  applicable,  each  filing  of  any employee benefits plan's annual
report  pursuant  to Section 15 (d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be
a  new registration statement relating to the securities offered herein, and the
offering  of  such  securities at that time shall be deemed to be in the initial
bona  fide  offering  thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                        5
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized in the City of New York, State of New York on the 20th day of January
2003.

                              SCORES  HOLDING  COMPANY,  INC.

                              By:  /s/  Richard  Goldring
                              --------------------
                              Richard  Goldring,
                              President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicates  and  on  the  dates  indicated.

                     TITLE                                     DATE
                     -----                                     ----
/s/ Richard Goldring
--------------------
Richard Goldring     President and Chief Executive Officer     January 20, 2003

/s/ David Silverman
-------------------
David Silverman      Treasurer, Chief Financial and            January 20, 2003
                     Accounting Officer

BOARD OF DIRECTORS:

/s/ Richard Goldring
--------------------
Richard Goldring      Director                                 January 20, 2003

/s/ Elliot Osher
----------------
Elliot Osher          Director                                 January 20, 2003

/s/ William Osher
-----------------
William Osher         Director                                 January 20, 2003

                                        6