As filed with the Securities and Exchange Commission on January 21, 2005

                                                           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.)

                            533-535 WEST 27TH STREET
                               NEW YORK, NY 10001
                                 (212) 868-4900
    (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

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

                                                          Copy to:
              RICHARD GOLDRING                   ADAM S. GOTTBETTER, ESQ.
        SCORES HOLDING COMPANY, INC.            GOTTBETTER & PARTNERS, LLP
          533-535 WEST 27TH STREET                  488 MADISON AVENUE
             NEW YORK, NY 10001                  NEW YORK, NEW YORK 10022
               (212) 868-4900                         (212) 400-6900
   (Name, Address and Telephone Number,
 including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------- --------------- --------------- ------------------ -----------------
                                                                   PROPOSED
                                                                   MAXIMUM
                                                                   OFFERING     PROPOSED MAXIMUM
             TITLE OF SECURITIES                 AMOUNT TO BE       PRICE           AGGREGATE         AMOUNT OF
               TO BE REGISTERED                   REGISTERED      PER SHARE      OFFERING PRICE    REGISTRATION FEE
----------------------------------------------- --------------- --------------- ------------------ -----------------
<S>                                               <C>               <C>              <C>                <C>
Common Stock, par value $.001 per share           1,600,000         $0.025           $40,000            $5.07
----------------------------------------------- --------------- --------------- ------------------ -----------------
TOTAL:                                            1,600,000         $0.025           $40,000            $5.07
----------------------------------------------- --------------- --------------- ------------------ -----------------
</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 January 4, 2005.

<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.,  533-535 West 27th Street,  New York, NY 10001,
(212) 868-4900.

                                     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, 2003 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 Gottbetter &
Partners,  LLP,  ("G&P") whose opinion is attached  hereto as Exhibit 5. Adam S.
Gottbetter  a partner in G&P,  will be issued the shares of common  stock of the
Registrant being registered as payment for legal services rendered.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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


                                       3
<PAGE>

         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 4, 2005
                              between Registrant and Gottbetter & Partners, LLP.

                    5.        Opinion of Counsel,  Gottbetter  & Partners,
                              LLP.

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

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

ITEM 9.       UNDERTAKINGS

                  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   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;

                  2.       For determining liability under the Securities Act of
                           1933, treat each such  post-effective  amendment as a
                           new registration statement of the securities offered,
                           and the offering of the  securities at the time to be
                           the initial bona fide offering.

                  3.       File  a  post-effective   amendment  to  remove  from
                           registration any of the securities that remain unsold
                           at the end of the offering.



                                       4
<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  10th  day of
January, 2005.


                                              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.

<TABLE>
<CAPTION>
                             TITLE                                          DATE
                             -----                                          ----
<S>                          <C>                                            <C>
/s/ Richard Goldring         President and Chief Executive Officer          January 10, 2005
--------------------
Richard Goldring


/s/ David Silverman          Treasurer, Chief Financial and Accounting      January 10, 2005
--------------------
David Silverman              Officer


BOARD OF DIRECTORS:


/s/ Richard Goldring         Director                                       January 10, 2005
--------------------
Richard Goldring


/s/ Elliot Osher             Director                                       January 10, 2005
--------------------
Elliot Osher
</TABLE>


                                        5
[{"type": "S-8", "sequence": "1", "filename": "v11497_s8.txt", "secsgml_size_bytes": 14286}]
{"company-data": {"conformed-name": "SCORES HOLDING CO INC", "cik": "0000831489", "assigned-sic": "7900", "irs-number": "870426358", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122205", "film-number": "05541540"}, "business-address": {"street1": "150 EAST 58TH STREET", "street2": "SUITE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "212-421-8480"}, "mail-address": {"street1": "533-535 WEST 27TH STREET", "street2": "SUITE", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": [{"former-conformed-name": "INTERNET ADVISORY CORP", "date-changed": "19980904"}, {"former-conformed-name": "OLYMPUS MTM CORP", "date-changed": "19970215"}]}
As filed with the Securities and Exchange Commission on January 21, 2005

                                                           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.)

                            533-535 WEST 27TH STREET
                               NEW YORK, NY 10001
                                 (212) 868-4900
    (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

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

                                                          Copy to:
              RICHARD GOLDRING                   ADAM S. GOTTBETTER, ESQ.
        SCORES HOLDING COMPANY, INC.            GOTTBETTER & PARTNERS, LLP
          533-535 WEST 27TH STREET                  488 MADISON AVENUE
             NEW YORK, NY 10001                  NEW YORK, NEW YORK 10022
               (212) 868-4900                         (212) 400-6900
   (Name, Address and Telephone Number,
 including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------- --------------- --------------- ------------------ -----------------
                                                                   PROPOSED
                                                                   MAXIMUM
                                                                   OFFERING     PROPOSED MAXIMUM
             TITLE OF SECURITIES                 AMOUNT TO BE       PRICE           AGGREGATE         AMOUNT OF
               TO BE REGISTERED                   REGISTERED      PER SHARE      OFFERING PRICE    REGISTRATION FEE
----------------------------------------------- --------------- --------------- ------------------ -----------------
Common Stock, par value $.001 per share           1,600,000         $0.025           $40,000            $5.07
----------------------------------------------- --------------- --------------- ------------------ -----------------
TOTAL:                                            1,600,000         $0.025           $40,000            $5.07
----------------------------------------------- --------------- --------------- ------------------ -----------------
(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 January 4, 2005.
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.,  533-535 West 27th Street,  New York, NY 10001,
(212) 868-4900.

                                     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, 2003 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 Gottbetter &
Partners,  LLP,  ("G&P") whose opinion is attached  hereto as Exhibit 5. Adam S.
Gottbetter  a partner in G&P,  will be issued the shares of common  stock of the
Registrant being registered as payment for legal services rendered.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                       3
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 4, 2005
                              between Registrant and Gottbetter & Partners, LLP.

                    5.        Opinion of Counsel,  Gottbetter  & Partners,
                              LLP.

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

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

ITEM 9.       UNDERTAKINGS

                  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   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;

                  2.       For determining liability under the Securities Act of
                           1933, treat each such  post-effective  amendment as a
                           new registration statement of the securities offered,
                           and the offering of the  securities at the time to be
                           the initial bona fide offering.

                  3.       File  a  post-effective   amendment  to  remove  from
                           registration any of the securities that remain unsold
                           at the end of the offering.

                                       4
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  10th  day of
January, 2005.

                                              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         President and Chief Executive Officer          January 10, 2005
--------------------
Richard Goldring

/s/ David Silverman          Treasurer, Chief Financial and Accounting      January 10, 2005
--------------------
David Silverman              Officer

BOARD OF DIRECTORS:

/s/ Richard Goldring         Director                                       January 10, 2005
--------------------
Richard Goldring

/s/ Elliot Osher             Director                                       January 10, 2005
--------------------
Elliot Osher
5