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) JULY 10, 2002
SCORES HOLDING COMPANY INC.
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(Exact name of registrant as specified in its charter)
UTAH 0-16665 87-0426358
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State or other jurisdiction (Commission File (IRS Employer
of incorporation or organization) Number) Identification No.)
150 E. 58TH STREET, NEW YORK, NY 10022
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(Address of principal executive offices)(Zip Code)
(212) 421-8480
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(Registrants Telephone Number, Including Area Code)
THE INTERNET ADVISORY CORPORATION
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(Former Name If Changed since Last Report.)
ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
On July 10, 2002 Registrant transferred its data center assets located at
2455 East Sunrise Blvd., Fort Lauderdale, Florida 33304 to Worldwide Connect,
Inc. (WCI), a Nevada corporation, pursuant to an installment sale arrangement
between Registrant, WCI, and Lonnie Divine, the principal of WCI. The assets
consist of bay routers and computer hardware equipment previously utilized by
Registrant in its Internet operations. In connection with the sale, WCI will
make 24 monthly installment payments to Registrant in the aggregate amount of
$200,000 followed by a nominal payment of $100 to complete the purchase. The
value of the assets was determined through arms length negotiations between the
parties. The sale of the data center assets concludes Registrants Internet
related business and allows Registrant to devote all of its resources to its
proposed adult entertainment business utilizing the Scores brand name. The
asset sale transaction was effected through the execution of a July 2, 2002
Agreement to Execute Management Agreement and Option to Purchase and a July 2,
2002 Management Agreement among Registrant, WCI and Lonnie Divine, as prepared
for Registrant by special Florida counsel. The obligation of WCI to pay the
purchase price to Registrant is represented by a July 2, 2002 $200,000
promissory note (the Note) of WCI and Lonnie Divine. Payment on the Note is
partially secured by certain real estate with an appraised value of between
$150,000 and $155,000, pledged by Mr. Divine and transferred to his attorney
pending payment in full on the Note. Registrant is presently negotiating to
have the lease respecting the data center premises assigned directly to WCI. To
the extent it is unable to do so, Registrant will remain liable to pay rent for
the remaining term of the lease, which expires on February 28, 2003.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
7(c) Exhibits.
10.1 Agreement to Execute Management Agreement and Option to Purchase dated July
2, 2002 by and among Registrant, Worldwide Connect Inc., a Nevada
corporation and Lonnie Divine.
10.2 Management Agreement dated July 2, 2002 by and among Registrant, Worldwide
Connect, Inc., a Nevada corporation, and Lonnie Divine.
10.3 Promissory Note dated July 2, 2002 by and among Registrant, Worldwide
Connect, Inc., a Nevada corporation and Lonnie Divine.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCORES HOLDING COMPANY INC.
Dated: July 24, 2002 By: /s/ Richard Goldring
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Richard Goldring
President & Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Name of Document Page
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10.1 Agreement to Execute Management Agreement and Option to
Purchase dated July 2, 2002 by and among Registrant,
Worldwide Connect Inc., a Nevada corporation and Lonnie Divine. 5
10.2 Management Agreement dated July 2, 2002 by and among Registrant,
Worldwide Connect, Inc., a Nevada corporation, and Lonnie Divine. 15
10.3 Promissory Note dated July 2, 2002 by and among Registrant, Worldwide
Connect, Inc., a Nevada corporation and Lonnie Divine. 21
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