ScripsAmerica Inc. (SCRCQ)

[coolerheadsprevail]

Page 21 Fully dilluted + 9.6 million 149 Million

I don't think that the info on that page is intended to convey additional dilution. My read of page 21 is that it is simply conveying SCRC's assertion of what its fully-diluted share count is by essentially saying that there are approx 10M shares worth of derivatives out there that when added to the 139M O/S share count get us to the fully-diluted share count of 149M.

The reason I believe this is the case is because if you interpret page 21 to be a stand-alone number representing just the derivative instruments and interpreting page 21 to be saying that the number of these derivative instruments increased by approx 10M (which is what I believe you are saying), then this 149M, if added to the 139M O/S count, get us a total of 288M -- and this simply cannot be considering that the A/S is only 250M.

That being said, the absence of the 10K as well as the Q1'15 10Q is making it impossible to verify either the O/S or the F/D share count. From the Q3'14 10Q, the F/D share count should be around 168M, so I have no idea how SCRC is now saying that it is only 149M. By definition, the F/D share count is supposed to include the O/S plus all derivative instruments issued/awarded that are potentially convertible to common shares (i.e. options, warrants, preferreds, etc). And from my recollection of the Q3'14 10Q, these potentially convertible instruments totalled approx 30M.

The only possible explanation I can think of to reconcile this discrepancy is that SCRC is attempting to mislead the market by suggesting its capital structure is friendlier than it really is by possibly counting only those derivative instruments that are currently "in the money" as of 5/21/15, the date of the data on the slides.

Otherwise, I have no idea whose arse BS Schneiderman is pulling these numbers from -- and no TUT will be able to either without the 10K and Q1'15 10Q.