ScripsAmerica Inc. (SCRCQ)

[coolerheadsprevail]

First off, if there were any violations of SEC laws like you are stating, please post the appropriate SEC filings against any such individuals please.

Without exception, every “serious long-term investor” that I know in SCRC or any other stock would have read or noticed the flood of disclosures re: dilutive events in the SEC filings over the past 18 months of stock ownership. Not to mention that these specific disclosures have been posted here on this very board several times – typically every few months when JOSEPH ZAMPETTI sends one of his yes-men-foot-soldiers to recycle the same denials and lines of arguments even though they have been replied to before – but it is all about appearances for the sake of the newbies so I get the ruse. But that’s cool, I don’t mind re-posting everything again so that newbies can see what they are walking into here:

On May 1, 2013, the Company issued 270,000 restricted shares of its stock to Joseph Zampetti (gasp! No way! Not JOEY Z!!! LOL…) for services to be rendered under a consulting agreement. These services were valued at $54,000.

On May 14, 2013, the Company issued 500,000 restricted shares of its common stock to Black Cat Consulting Inc. for investor relations consulting services. These services were valued at $110,000. (NOTE: Black Cat Consulting = Adam Brosius. Sound familiar? LOL…)

On June 6, 2013, the Company issued 490,000 restricted shares of its common stock to Joseph Zampetti and an aggregate of 260,000 restricted shares of its common stock to seven designees Mr. Zampetti, all of which were issued for services rendered by Mr. Zampetti under a consulting agreement. These services were valued at $165,000.

On June 20, 2013, the Company issued 200,000 restricted shares of its common stock to Joseph Zampetti and 25,000 restricted shares of its common stock to a designee Mr. Zampetti, all of which were issued for services rendered by Mr. Zampetti under a consulting agreement. These services were valued at $155,000.

On June 24, 2013, the Company issued 100,000 restricted shares of its common stock to Robert W. Tippin for services rendered under a consulting agreement with regard to investor relations services. These services were valued at $41,000.

On June 25, 2013, the Company issued 100,000 restricted shares of its common stock to Bruce Berenberg for services rendered under a consulting agreement with regard to investor relations services. These services were valued at $41,000.

On July 11, 2013, the Company issued 250,000 restricted shares of its common stock to Joseph Zampetti and 525,000 restricted shares of its common stock to a designee Mr. Zampetti, all of which were issued for services rendered by Mr. Zampetti under a consulting agreement. These services were valued at $751,750.

On July 11, 2013, the Company issued 150,000 restricted shares of its common stock to Bruce Berenberg for services rendered under a consulting agreement. These services were valued at $145,000.

On July 11, 2013, the Company issued 50,000 restricted shares of its common stock to Jon Van Wart for services rendered under a consulting agreement. These services were valued at $48,5000.

On July 11, 2013, the Company issued 25,000 restricted shares of its common stock to Michael Hon for services rendered under a consulting agreement. These services were valued at $24,250.

On July 15, 2013, the Company issued 10,000 restricted shares of its common stock to Jeffrey Supinsky for services rendered under a consulting agreement. These services were valued at $5,200.

On July 15, 2013, the Company issued 200,000 restricted shares of its common stock to LJMC Consulting LLC for services rendered under a consulting agreement. These services were valued at $104,000.

On July 15, 2013, the Company issued 150,000 restricted shares of its common stock to Jack Battagilia for services rendered under a consulting agreement. These services were valued at $78,000.

On July 15, 2013, the Company issued 75,000 restricted shares of its common stock to Randy Kopf for services rendered under a consulting agreement. These services were valued at $39,000.

On July 15, 2013, the Company issued 150,000 restricted shares of its common stock to Michael Hon for services rendered under a consulting agreement. These services were valued at $78,000.

On July 15, 2013, the Company issued 150,000 restricted shares of its common stock to Chase Fritz for services rendered under a consulting agreement. These services were valued at $78,000.

On July 15, 2013, the Company issued 400,000 restricted shares of its common stock to Bruce Berenberg for services rendered under a consulting agreement. These services were valued at $208,000.

On July 15, 2013, the Company issued 75,000 restricted shares of its common stock to Andrew Berenberg for services rendered under a consulting agreement. These services were valued at $39,000.

On August 13, 2013, the Company issued 26,373 restricted shares of its common stock to Hal Hall for services rendered under a consulting agreement. These services were valued at $9,750.

On August 16, 2013, the Company issued 1,153,000 restricted shares of its common stock to various consultants for investor relations and/or public relations services under consulting agreements, which services were valued at $355,530 (in the aggregate).

On October 7, 2013 and November 21, 2013, we issued an aggregate of 24,444 restricted shares of common stock to Nick Torrens under a consulting agreement with regard to public relations services. The shares were valued at $3,289.

On October 15, 2013, we issued an aggregate of 1,000,000 restricted shares of common stock to Black Cat Consulting, Inc. under a consulting agreement with regard to investor relations services. The shares were valued at $140,000.

On December 16, 2013, we issued 250,000 restricted shares of common stock to Sean Fitzgibbons under a consulting agreement with regard to investor relations services. These shares were valued at $32,500.

So that makes over 2 dozen named and un-named individuals and entities who had been compensated to promote or otherwise bring publicity to SCRC. And nary a single solitary Section 17(b)-compliant disclosure from amongst the lot of them in spite of literally tens of thousands of public touts and other documented communications from these individuals soliciting new investors to buy and hold SCRC stock.

And there is plenty of documented evidence that exists that clearly connects the dots between these individuals and their online aliases. Many retail investors who are regulars here in pennyland know very well who JOSEPH ZAMPETTI, BLACK CAT CONSULTING (aka ADAM BROSIUS), SEAN FITZGIBBONS, BRUCE BERENBERG, ROBERT TIPPEN, JEFF SUPINSKY, MICHAEL HON, CHASE FRITZ, and the other named “consultants” are. And all this documentation (which, unfortunately cannot be posted here due to violations of the TOS, but rest assured the SEC and other regulatory/enforcement agencies have no such TOS restrictions and have been provided with everything) is separate from and in addition to the fact that in other venues in the public space, JOSEPH ZAMPETTI has actually self-disclosed his identity vis-a-vis his alias.

So we see that CEO Bob personally authorized payment in excess of 6M shares of 0.00 cost restricted stock (not to mention a blow of $2.5M-$3M against the bottom line) to good ol' JOEY Z and a small army of both named CORE associates as well as additional un-named “designees”.

For JOEY Z specifically, it started with an advance down payment on 5/1/13 for services "to be rendered", followed up by 2 progress payments on 6/6/13 and 6/20/13 as the promotional work began, and culminated with a final payment on 7/11/13, the day the promotions began dying down and the stock began its descent from $1.05 down to as low .08 exactly 3 months later.

In fact, SCRC was even noted by several financial sites as being under heavy promotion during this period.

"But how do we know who JOSEPH ZAMPETTI is and what consulting services he really provided to SCRC?"

Easy. You see, JOEY Z is quite infamous to those investors/traders who frequent pennyland. Without disclosing his alias, his countless MB posts (~1,300 re: SCRC in less than 3 months that all miraculously coincided with the payment timelines disclosed in the SEC filings!) and countless personal invitations to others inviting them to buy into SCRC during the exact period for which his compensation took place tells the tale of the nature of the "services" which JOEY Z provided to SCRC -- all in violation of securities regulations, specifically the lack of disclosure in compliance with Section 17(b) of the Securities Act of 1933.

And I’ll leave you with this one final tidbit: JOSEPH ZAMPETTI was banned from a very well-known investor message board for being a non-disclosing paid promoter. You think a high-profile MB is going to ban someone for this type of violation unless they saw clear-cut evidence of it???

Here endeth the lesson...

neither am I a lawyer specializing in SECURITY EXCHANGE RULES AND REGULATIONS. Are you?

LOL, you don’t have to be an SEC lawyer to understand fundamental SEC laws. Do you have to be an SEC lawyer to know that insider trading is illegal? Of course not. Do you have to be a police officer to know that sticking your hands into someone else’s pockets and pickpocketing them is illegal (how appropriate an example, as well, LOL)? Of course not. Do you have to be a CPA to know that failing to file a tax return when you have income is against the law? Of course not. Do you have to be a doctor to know that if you see a bone sticking out thru your skin that you should go get it looked at? Let’s say it altogether now: Of course not.

Give me a break. What a weak and sad defense.

And w/regards to Section 17(b) of the Securities Act of 1933, this particular reg was drafted and written in rather plain English (one of the LEAST technical jargon-filled regs they have) specifically because they had their intended audience in mind.

But let me help you:

Section 17(b) of the Securities Act of 1933 states the following:

17(b)
It shall be unlawful for any person, by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, to publish, give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, investment service, or communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.

And just for giggles, here are a couple of precedent-setting SEC Enforcement Actions involving non-disclosing promoters in violation of Section 17(b) of the Securities Act of 1933 that are relevant to what we have and continue to witness here w/SCRC:

http://www.sec.gov/litigation/admin/33-7885.htm

The enforcement action in the first link above is relevant because it was the first time that the SEC applied Section 17(b) to internet-based promotions, so this case set the precedent.

All it took was this one tout on an internet MB for 5,000 lousy shares worth of compensation for the SEC to crucify the schmuck. It was clear by this case that the SEC was looking to set a precedent and they used a measly 5k share violation to do so.

http://www.sec.gov/litigation/litreleases/2014/lr22928.htm

The enforcement action in the second link above is not only recent (this year) but interesting because it includes many elements that existed and continues to exist here w/SCRC, such as... ...promoting the false existence of a "float lockdown" w/SCRC stock... ...advising sheeple to buy/hold/add but don't sell/trade... ...undisclosed compensation by the company... ...secretly selling while encouraging others to buy/hold/add...