SCRH Scores Holding Company Inc (CE)

---

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_______________________

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported):     January 7, 2016

 

SCORES HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

Utah		000-16665		87-0426358
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
533-535 West 27th Street, New York, NY				10001
(Address of principal executive offices)				(Zip Code)
	212-868-4900
	(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 

---

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

On January 7, 2016, Scores Holding Company, Inc. (the “Company” “we” or “us”) engaged RBSM LLP (“RBSM”) as our principal independent registered public accounting firm, and effective January 7, 2016, we dismissed Liggett, Vogt & Webb, P.A. (“Liggett”) as our principal independent registered public accounting firm. The decision to dismiss Liggett and to appoint RBSM was approved by our board of directors.

 

Liggett’s report on our financial statements for either of the two most recent fiscal years ended December 31, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that such report for the year ended December 31, 2013 on our financial statements contained an explanatory paragraph in respect to the substantial doubt about our ability to continue as a going concern.

 

During our two most recent fiscal years ended December 31, 2014 and 2013 and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with Liggett on any matter of accounting principles or practices, financial statement disclosure, or audit scope and procedures, which disagreement(s), if not resolved to the satisfaction of Liggett, would have caused Liggett to make reference to the subject matter of the disagreement(s) in connection with its report.

 

During our two most recent fiscal years ended December 31, 2014 and 2013 and in the subsequent interim period through the date of dismissal, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

 

We provided Liggett with a copy of the disclosure in this Item 4.01 of this Current Report on Form 8-K prior to its filing with the SEC, and requested that it furnish us with a letter addressed to the SEC stating whether it agrees with the statements made in this Item 4.01 of this current report on Form 8-K, and if not, stating the respects with which it does not agree. A copy of the letter provided from Liggett is filed as an Exhibit 16.1 to this Current Report on Form 8-K.

 

During our two most recent fiscal years ended December 31, 2014 and 2013 and in the subsequent interim period through the date of appointment, we have not consulted with RBSM regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor has RBSM provided to us a written report or oral advice that RBSM concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue. In addition, during such periods, we have not consulted with RBSM regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

EXHIBIT
NUMBER		DESCRIPTION
16.1		Letter dated January 7, 2016 from Liggett, Vogt & Webb, P.A. re change in certifying accountant of the Company

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SCORES HOLDING COMPANY, INC.
Date: January 7, 2016	By:	/s/ Howard Rosenbluth
		Name: Howard Rosenbluth
		Title: Chief Financial Officer

 

EXHIBIT INDEX

 

EXHIBIT
NUMBER		DESCRIPTION
16.1		Letter dated January 7, 2016 from Liggett, Vogt & Webb, P.A. re change in certifying accountant of the Company

 

 

 

 

Exhibit 16.1

 

January 7, 2016

 

 

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

 

 

Ladies and Gentlemen:

 

 

We have read Item 4.01 of Form 8-K dated January 7, 2016 of Scores Holding Company, Inc. and are in agreement with the statements contained in the first sentence with regards to the dismissal of Liggett, Vogt & Webb, P.A. of the first paragraph, and the second, third, fourth and fifth paragraphs therein in their entirety. We have no basis to agree or disagree with other statements of the Registrant contained therein.

 

 

 

/s/ Liggett, Vogt & Webb, P.A.

Certified Public Accountants