ScripsAmerica Inc. (SCRCQ)

[coolerheadsprevail]

Went back on the (Form 4's 4/A and 5) 2013-14 seems around the 1st of the year (between Dec & Jan ) the Directors get an addional 100K shares, I fiqured that was a yearly Longevity bonus program for being on the Board of Directors for more than a year or so! IMO Im still learning here on the filings!

It may be. The 100k share number is consistent. And the timing is about right for that.

HOWEVER… …there are differences between how the 100k shares are being reported this year vs last year, and so this absence of continuity and consistency in how SCRC is reporting share issuances adds unnecessary confusion to how market participants may view/interpret the filings. For example:

(1)
In 2014, the annual longevity award was awarded as 100k MARKET PRICED options. What we are seeing in 2015 are 100k FREE shares. The dilutive impact is like night and day. That’s a nice raise…

(2)
In 2014, the annual longevity award was CLEARLY disclosed in the Form 4’s as being an annual longevity award for the just concluded 2013 year. What we see in the most recent Form 4’s are simply the standard “For attendance of a BOD meeting” disclosures that we see each and every quarter.

My hunch is that you are correct in that it is the annual longevity award for the just concluded 2014 year, but we will need to wait until next month (i.e. hopefully we will NOT see a similar Form 4 filed in early FEB for the same amount as this would indicate that not only is the BOD now meeting monthly instead of quarterly but the compensation for attending is now 100k instead of 4k shares) as well as next quarter (i.e. by seeing the Form 4’s for the Q1’15 BOD meeting, we will verify that the quarterly award for attending the meeting remains 4k free shares + 10k market priced options) to know for sure.


It is really embarrassing how both a CFO and a Corporate Controller can let sloppy and internally inconsistent SEC filings get filed. If and when SCRC gets uplisted, both the CFO and Corp Controller need to either get their act together or be replaced with competent finance execs. Almost every SEC filing seems to have mistakes in them now that reflect very poorly on SCRC and will serve only to give TUTs pause when they scrub the filings as part of their own DD. For example, not only do we see inconsistent Form 4 disclosures for the same annual longevity award as discussed above, but we have also seen recently:

• Sloppy Form 4 filings last month that showed inaccurate net current # of beneficial shares owned because the person who prepared the Form 4’s simply copied and pasted from one BOD member and never bothered to quality-check all the fields to make sure that everything that needed to be changed for each BOD member got changed.

• Most recent 10Q included contradicting disclosures on how SCRC recognized Main Ave revenues. A disclosure at the front stated that revenues were recognized when shipment is confirmed to have been received by the patient; but a disclosure at the back stated that revenues were recognized when shipment was sent out the door of the pharmacy. Two very different policies.

• Lack of continuity and consistency from disclosing each financier/recipient of restricted stock by name, # of shares, and date of award to selectively choosing to disclose this detail only for some financiers/recipients and then grouping others together w/o disclosing these details at all.

• Forgetting to disclose that share issuances were of restricted stock as opposed to free-trading stock. This is a very important distinction.

• Several others…