ScripsAmerica Inc. (SCRCQ)

[coolerheadsprevail]

plus at the end of the filing it saying the deal is terminated, just asking, Go SCRC! Tut

www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10485776

EXHIBIT 1 TO SCHEDULE 13G/A

TERMINATION OF JOINT FILING AGREEMENT

The Joint Filing Agreement previously entered into by and among Ironridge Global IV, Ltd., Ironridge Global Partners, LLC, John C. Kirkland, Brendan T. O’Neil, Richard H. Kreger and Keith Coulston is terminated.

The date of termination was January 22, 2015, and all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.

@tutter,

You are not reading the filing correctly. There is no "business deal" that has been terminated. What you are referring to is simply a standard "Termination of Joint Filing Agreement" that typically accompanies a divestiture of a subsidiary or other previously related entity for which prior agreements existed to simply submit SEC filings jointly.

Prior to the sale of the Ironridge Global IV subsidiary to Dragonox Investments, Ironridge Global Partners (the parent company) and Ironridge Global IV shared the same execs (the 4 individuals that are also listed on and who SIGNED this 13G) and they routinely filed joint reports with the SEC on behalf of BOTH entities.

Obviously, now that Ironidge Global IV is no longer affiliated with Ironridge Global Partners due to the sale of Ironridge Global IV to Dragonox, this Exhibit 1 which you refer to is nothing more than the official notice to the SEC that Ironridge Global Partners and Ironridge Global IV will no longer be filing anything jointly anymore.

Nothing too terribly difficult to understand about this. Hardly rocket science here.

It is clear that there is still a lot of mis-understanding about this 13G filing.

This 13G is an AMENDED filing made simply to reflect the change in underlying ownership of Ironridge Global IV (the entity that has always owned -- and continues to own -- SCRC's stock) from Ironridge Global Partners to Dragonox Investments.

THAT'S IT.

No new shares were issued. Nothing in the float was impacted. No new financier is financing SCRC and getting new or additional shares.

It is a run of the mill MANDATORY filing whenever the underlying ownership of more than 5% of stock changes hands. It is simply Ironridge Global Partners informing the SEC that "Hey, we don't own Ironridge Global IV anymore; Dragonox owns Ironridge Global IV now."

THAT'S IT.

As I stated in the very first post I made when this filing came out, the ONLY significance to this filing is that there is now a new underlying owner of the SCRC shares -- Dragonox Investments. The DIRECT owner is still Ironridge Global IV (always has been). It is simply that Ironridge Global IV is now owned by Dragonox and not Ironridge Global Partners anymore.

And since there is next to no public info that I have been able to find re: Dragonox, none of us have any idea what their intentions are w/respect to the shares they inherited (via their acquisition of Ironridge Global IV) of not just SCRC, but the 19 other companies that Ironridge Global IV owns.

And that, folks, is a fair question to ask (in spite of JOSEPH ZAMPETTI's protestations otherwise) whenever new ownership takes over with ANYTHING IN ANY SECTOR...

And, FYI, Ironridge had received a total of 11,952,100 shares comprised of 8,690,000 in NOV-2013 as part of the original settlement in exchange for paying off SCRC's outstanding bills that it couldn't pay; 1,615,550 more shares in FEB-2014 as part of an upward adjustment per the terms of the settlement; and 1,646,550 more shares (likely in Q4'14) for further upward adjustment which Ironridge sued SCRC for and won. We should see a disclosure on this final tranche being issued in the upcoming 10K, IMO.

For those who are interested, here is how the shares were priced at each distribution point:

...When the initial 8,690,000 shares were issued, they were priced at .0882...

...When conditions triggered the first upward adjustment of 1,615,550 more shares, the new total became 10,305,550 shares, and so the NEW pricing for all these shares decreased to .0744...

...When the second upward adjustment was triggered for another 1,646,550 shares, the final total became 11,952,100 shares, and so the FINAL pricing for all these shares decreased even further down to .0641...

These are the facts, folks... ...do with it what you will... ...just understand that it may very well be that Dragonox intends to hold these shares just as Ironridge Global Partners apparently did. We simply have no idea what these new owners' plans/objectives are. Who knows, it may also be that Dragonox will simply be a passive parent and not interfere with Ironridge Global IV's business model and permit Ironridge Global IV to keep on doing whatever it had planned for the SCRC stock that it held.

One thing that we MAY be able to glean thus far is that since the sale date of 1/22/15, we have only seen two moderately above average volume days: 1/26 (737k shares) and 1/28 (1.1M shares). Hardly indications of large-scale liquidation. As such, the minimal indicators thus far seem to be telling us that Dragonox is not in a rush to simply dump at any cost.

IMO, that is the most important thing. There will always be sellers at every price level. So long as they are disciplined and wait for their target price, then that is fine. This just means that the sp may stagnate a bit longer than normal, but that is OK -- all that we shareholders want to avoid is the cratering of the sp that comes with the RECKLESS selling that has become the hallmark calling card of JOSEPH ZAMPETTI and his "inner circle" (LOL!) of fellow criminals, as this disregard for supporting the ask and non-chalantly and relentlessly hitting the bid is what kills all of us.

So, as JOSEPH ZAMPETTI despises and wishes none of you would do: Be vigilant and be nimble...