Florida
|
7549
|
33-0961488
|
(State
or jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
No.)
|
1134
Senoia Road
Suite
B2
Tyrone,
GA 30290
|
(770)
306-7667
|
(Address
of principal executive offices
and
intended principal place of business)
|
(Telephone
number)
|
Title
of each
class
of
securities
to be
registered
|
Amount
to
be
registered
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
Common
Stock of certain selling shareholders
|
848,286
|
$0.205
(1)
|
$173,899
|
$20.47
|
Common
Stock underlying the exercise of warrants held by certain
warrantholders
|
89,424,299
|
$0.233
(2)
|
$20,835,862
|
$2,452.39
|
Common
Stock underlying the conversion of Series B Preferred
Stock
|
189,000,000
|
$0.035
|
$6,615,000
|
$778.59
|
Total
Registration Fee
|
$3,251.45
|
(1)
|
The
offering price per share for the selling security holders was estimated
solely for purposes of calculating the registration fee in accordance
with
Rule 457(o) under the Securities Act of 1933, as amended (the “Act”). For
purposes of this table, we used the average of the closing bid and
ask
prices on August 15, 2005.
|
(2)
|
Represents
the weighted-average exercise price for the
warrants.
|
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
· |
Inability
to find suitable acquisition
candidates;
|
· |
Failure
or unanticipated delays in completing acquisitions due to difficulties
in
obtaining regulatory approvals or
consents;
|
· |
Difficulty
in integrating the operations, systems and management of our acquired
stations and absorbing the increased demands on our administrative,
operational and financial resources;
|
· |
Loss
of key employees;
|
· |
Reduction
in the number of suitable acquisition targets resulting from continued
industry consolidation;
|
· |
Inability
to negotiate definitive purchase agreements on satisfactory terms
and
conditions;
|
· |
Increases
in the prices of sites and testing equipment due to increased competition
for acquisition opportunities or other factors; and
|
· |
Inability
to sell any non-performing stations or to sell used
equipment.
|
· |
Incur
additional indebtedness;
|
· |
Pay
dividends or make certain other payments or
distributions;
|
· |
Enter
into certain transactions with
affiliates;
|
· |
Merge
or consolidate with any other entity; or
|
· |
Sell,
assign, transfer, lease, convey, or otherwise dispose of all or
substantially all of our assets.
|
· |
Quarterly
variations in operating results;
|
· |
Changes
in financial estimates by securities
analysts;
|
· |
Announcements
by us or our competitors of new products, significant contracts,
acquisitions or strategic
relationships;
|
· |
Publicity
about our company, management, products or our
competitors;
|
· |
Additions
or departures of key personnel;
|
· |
Any
future sales of our common stock or other securities;
and
|
· |
Stock
market price and volume fluctuations of publicly traded
companies.
|
Selling
stockholder
|
Shares
for sale
|
Shares
Underlying Warrants or Preferred Stock
|
Shares
before offering
|
Percent
before offering
|
Shares
after offering
|
Percent
after
offering (1) |
||||||
Barron
Partners LP
|
-0-
|
275,448,364
(2)
|
-0-
|
-0-
%
|
-0-
|
-0-%
|
||||||
Prospect
Financial Advisors,
LLC
|
-0-
|
2,850,000
(3)
|
-0-
|
-0-
%
|
-0-
|
-0-%
|
||||||
The
Lebrecht Group, APLC
(4)
|
138,888
|
-0-
|
832,530
|
3.1
%
|
693,642
|
2.6
%
|
||||||
GCA
Strategic Investment
Fund Limited
|
-0-
|
100,000
(5)
|
14,570,619
|
55.1
%
|
14,570,619
|
55.1
%
|
||||||
Global
Capital Advisors, LLC
|
-0-
|
100,000
(5)
|
100,000
|
-0-
%
|
-0-
|
-0-
%
|
||||||
Pamplona
Capital, Inc.
|
709,398
|
-0-
|
709,398
|
2.7
%
|
-0-
|
-0-%
|
||||||
Ronald
Muschetta
|
-0-
|
70,833
(6)
|
-0-
|
-0-%
|
-0-
|
-0-%
|
||||||
P.
Tony Polyviou
|
-0-
|
70,833
(6)
|
-0-
|
-0-%
|
-0-
|
-0-%
|
||||||
Andrew
Gonchar
|
-0-
|
70,834
(6)
|
-0-
|
-0-%
|
-0-
|
-0-%
|
||||||
Brian
K. Coventry
|
-0-
|
212,500
(6)
|
-0-
|
-0-%
|
-0-
|
-0-%
|
||||||
Michael
Shumacher
|
-0-
|
37,500
(6)
|
-0-
|
-0-%
|
-0-
|
-0-%
|
||||||
Allan
M. Levine
|
-0-
|
37,500
(6)
|
-0-
|
-0-%
|
-0-
|
-0-%
|
||||||
Total
|
848,286
|
278,998,364
|
16,212,547
|
60.9
%
|
15,264,261
|
57.7
%
|
* | Less than 1% |
(1)
|
Based
on 26,610,808 shares
outstanding.
|
(2)
|
Includes
up to 86,448,364 shares of common stock which may be acquired upon
the
exercise of warrants, and 189,000,000 shares of common stock which
may be
acquired upon conversion of 2,500,000 shares of Series B Convertible
Preferred Stock.
|
(3)
|
Includes
2,850,000 shares of common stock which may be acquired upon the exercise
of warrants.
|
(4)
|
Includes
138,888 shares issued as compensation for legal services rendered
in
connection with the registration statement. The Lebrecht Group,
APLC is
legal counsel to Speedemissions.
|
(5) | Includes 100,000 shares of common stock which may be acquired upon the exercise of warrants. |
(6) | Includes shares of common stock which may be acquired upon the exercise of warrants. |
Registration
Fees
|
Approximately
|
$
|
3,300.00
|
|||
Transfer
Agent Fees
|
Approximately
|
$
|
1,000.00
|
|||
Costs
of Printing and Engraving
|
Approximately
|
$
|
1,000.00
|
|||
Legal
Fees
|
Approximately
|
$
|
50,000.00
|
|||
Accounting
Fees
|
Approximately
|
$
|
5,000.00
|
|||
Total
|
$
|
60,300.00
|
Name
|
Age
|
Position(s)
|
||
Richard
A. Parlontieri
|
59
|
Director,
President, and Secretary (2003)
|
||
Bahram
Yusefzadeh
|
59
|
Director
(2003)
|
||
Bradley
A. Thompson
|
41
|
Director
(2003)
|
||
Larry
C. Cobb
|
54
|
Chief
Financial Officer (2005)
|
||
Erik
Sander
|
44
|
Director
(2005)
|
||
Ernest
A. Childs, PhD.
|
58
|
Director
(2005)
|
Common
Stock
|
||||||
Title
of Class
|
Name
and Address of
Beneficial
Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of
Class (1)
|
|||
Common
Stock
|
GCA
Strategic Investment Fund Ltd (2)
c/o
Prime Management Ltd
Mechanics
Bldg 12 Church St. HM11
Hamilton,
Bermuda HM 11
|
88,599,190
(3)
|
88.0
% (3)
|
|||
Common
Stock
|
Richard
A. Parlontieri (4)
1029
Peachtree Parkway North
Suite
310
Peachtree
City, GA 30269
|
2,639,996
(5)
|
9.2
% (5)
|
|||
Common
Stock
|
Bahram
Yusefzadeh (4)
2180
West State Road
Suite
6184
Longwood,
FL 32779
|
311,000
(6)
|
1.2
% (6)
|
|||
Common
Stock
|
Bradley
A. Thompson (4)(7)
227
King Street
Frederiksted,
USVI 00840
|
103,500
(7)(8)
|
<1
% (8)
|
|||
Common
Stock
|
Erik
Sander (4)
c/o
Speedemissions, Inc.
1134
Senoia Road, Suite B2
Tyrone,
GA 30290
|
25,000
(9)
|
<1
% (9)
|
|||
Common
Stock
|
Larry
C. Cobb
c/o
Speedemissions, Inc.
1134
Senoia Road, Suite B2
Tyrone,
GA 30290
|
-0-
|
-0-
|
|||
Common
Stock
|
Ernest
A. Childs, PhD (4)
c/o
Speedemissions, Inc.
1134
Senoia Road, Suite B2
Tyrone,
GA 30290
|
25,000
(9)
|
<1
% (9)
|
|||
All
Officers and Directors
as
a Group (6 Persons)
|
3,104,496
(5)(6)(7)(8)(9) |
10.6
%
(5)(6)(8)(9)
|
(1) | Unless otherwise indicated, based on 26,610,808 shares of common stock outstanding. |
(2)
|
Global
Capital Advisors, LLC (“Global”), the investment advisor to GCA Strategic
Investment Fund Limited (“GCA”), has sole investment and voting control
over shares held by GCA. Mr. Lewis Lester is the sole voting member
of
Global.
|
(3)
|
Includes
71,428,571 shares of common stock which may be acquired upon conversion
of
2,500 shares of Series A Convertible Preferred Stock. Also includes
2,500,000 shares of common stock which may be acquired upon the
exercise
of warrants at $1.25 per share, and 100,000 shares of common stock
which
may be acquired upon the exercise of warrants at $0.357 per
share
|
(4) | Indicates a Director of the Company. |
(5)
|
Includes
10,000 shares of common stock which may be acquired upon the exercise
of
options at $0.25 per share. Includes 300,000 shares of common stock
which
may be acquired upon the exercise of options at $0.25 per share,
which are
part of a grant of 400,000 options, with 100,000 options vesting
on
October 1, 2004 and the remaining 200,000 options vesting equally
on
October 1, 2005, and 2006. Includes 300,000 shares which may be acquired
upon the exercise of warrants at $0.75 per share, which are part
of a
grant of 450,000 warrants, with the remaining 150,000 warrants vesting
on
January 1, 2006. Includes 300,000 shares which may be acquired upon
the
exercise of warrants at $1.05 per share, which are part of a grant
of
450,000 warrants, with the remaining 150,000 warrants vesting on
January
1, 2006. Includes 250,000 shares which may be acquired upon the exercise
of warrants at $0.25 per share. Includes 30,000 shares of common
stock
which may be acquired upon the exercise of options at $0.25 per share.
Includes 924,996 shares of common stock owned of record by Calabria
Advisors, LLC, an entity controlled by Mr.
Parlontieri.
|
(6)
|
Includes
85,000 shares of common stock which may be acquired upon the exercise
of
options at $0.25 per share. Includes 25,000 shares which may be acquired
upon the exercise of warrants at $0.01 per share and 100,000 shares
which
may be acquired upon the exercise of warrants at $0.25 per
share.
|
(7)
|
Mr.
Thompson is a director of GCA Strategic Investment Fund Limited,
and
disclaims beneficial ownership of the shares held by
them.
|
(8)
|
Includes
85,000 shares of common stock which may be acquired upon the exercise
of
options at $0.25 per share.
|
(9)
|
Includes
25,000 shares of common stock which may be acquired upon the exercise
of
options at $0.20 per share.
|
· |
Seek
to secure and maintain multiple stations at well-traveled intersections
and other locations that are easily reachable by our
customers;
|
· |
Coordinate
operations, training and a local outreach program in each market
to
enhance revenue and maximize cost efficiencies within each
market;
|
· |
Implement
regional management and marketing initiatives in each of our
markets;
|
· |
Seek
to acquire existing testing sites where significant volume potential
exists;
|
· |
Tailor
each facility, utilize limited local advertising and the services
we offer
to appeal to the broadest range of consumers;
and
|
· |
Recently
expanded the use of our mobile vehicle testing units by adding a
sales
manager to call on federal, state, and local governments for their
fleets,
as well as corporate accounts and car
dealers.
|
Year
Ended
December
31, 2004
|
Year
Ended
December
31, 2003
|
Percentage
Change
|
||||||||
Revenue
|
$
|
2,867,921
|
$
|
612,948
|
368%
|
|
||||
Cost
of Emission Certificates
|
874,507
|
173,495
|
404%
|
|
||||||
General
& Administrative Expenses
|
4,901,360
|
1,781,370
|
175%
|
|
||||||
Loss
from Operations
|
(2,907,946
|
)
|
(1,341,917
|
)
|
117%
|
|
Increased
wages and rent expense associated with fourteen additional emissions
testing stations
|
$
|
969,700
|
||
Excess
of purchase price over fair market value of assets
purchased
|
559,514
|
|||
Expense
associated with common stock issued in conversion of promissory
notes
|
489,812
|
|||
Increased
legal, accounting and consulting expenses due to acquisitions and
public
company issues
|
435,351
|
|||
Increased
depreciation and maintenance expense associated with fourteen additional
emissions testing stations
|
189,628
|
|||
$
|
2,644,005
|
Year
Ended
December
31, 2004
|
Year
Ended
December
31, 2003
|
Percentage
Change
|
||||||||
Interest
Expense
|
$
|
64,110
|
$
|
137,276
|
(53)%
|
|
||||
Net
Loss
|
(2,972,056
|
)
|
(1,479,193
|
)
|
101%
|
|
||||
Basic
and Diluted Loss per Share
|
(0.14
|
)
|
(0.16
|
)
|
(13)%
|
|
3
Months Ended
June 30, 2005
|
3
Months Ended
June 30, 2004 |
Percentage
Change
|
3
Months Ended
December 31, 2004 |
||||||||||
Revenue
|
$
|
1,255,586
|
$
|
748,608
|
68
|
%
|
$
|
746,515
|
|||||
Cost
of Emission Certificates
|
391,677
|
230,343
|
70
|
%
|
225,075
|
||||||||
General
& Administrative Expenses
|
1,263,803
|
1,335,090
|
(5
|
)%
|
946,765
|
||||||||
Loss
from Operations
|
$
|
(399,894
|
)
|
$
|
(816,825
|
)
|
(51
|
)%
|
$
|
(425,325
|
)
|
General
and administrative expenses associated with the six Texas stations
purchased in December 2004
|
$
|
307,000
|
||
Discount
from market price on 1,100,000 common shares issued in debt conversion
-
expensed three months ended June 30, 2004
|
(231,000
|
)
|
||
Decrease
in consulting fees from 2004 to 2005
|
(129,000
|
)
|
||
Decrease
in legal and accounting fees from 2004 to 2005
|
(59,000
|
)
|
||
$
|
(112,000
|
)
|
6
Months Ended June 30,2005
|
6
Months Ended June 30, 2004 |
Percentage
Change
|
6
Months Ended December 31, 2004 |
||||||||||
Revenue
|
$
|
2,533,876
|
$
|
1,367,005
|
85
|
%
|
$
|
1,504,523
|
|||||
Cost
of Emission Certificates
|
820,720
|
415,751
|
97
|
%
|
458,756
|
||||||||
General
& Administrative Expenses
|
2,410,687
|
2,987,647
|
(19
|
)%
|
1,917,620
|
||||||||
Loss
from Operations
|
$
|
(697,531
|
)
|
$
|
(2,036,393
|
)
|
(66
|
)%
|
$
|
(871,853
|
)
|
General
& administrative expenses associated with the six Texas stations
purchased in December 2004
|
$
|
577,000
|
||
Excess
of purchase price over fair market value of assets purchased during
the
six months ended June 30, 2004
|
(560,000
|
)
|
||
Discount
from market price on 2,024,996 common shares issued in debt conversion
-
expensed six months ended June 30, 2004
|
(462,000
|
)
|
||
Decrease
in legal and accounting fees from 2004 to 2005
|
(144,000
|
)
|
||
$
|
(589,000
|
)
|
Three
months ended June 30, 2005
|
Three
months ended June 30, 2004
|
%
Change
|
||||||||
Interest
Expense
|
$
|
65,293
|
$
|
16,908
|
286
|
%
|
||||
Net
Loss
|
(465,187
|
)
|
(833,733
|
)
|
(44
|
)%
|
||||
Preferred
stock dividends on Series A convertible preferred stock
(undeclared)
|
44,110
|
44,110
|
0
|
%
|
||||||
Beneficial
conversion feature on Series B convertible preferred stock
|
4,577,632
|
100
|
%
|
|||||||
Net
loss after beneficial conversion feature
|
(5,086,929
|
)
|
(877,843
|
)
|
605
|
%
|
||||
Basic
and Diluted Loss per Share
|
$
|
(0.20
|
)
|
$
|
(0.04
|
)
|
(400
|
)%
|
Six
months ended
June 30, 2005 |
Six
months ended
June 30, 2004 |
%
Change
|
||||||||
Interest
Expense
|
$
|
129,386
|
$
|
35,839
|
261
|
%
|
||||
Net
Loss
|
(826,917
|
)
|
(2,072,232
|
)
|
(60
|
)%
|
||||
Preferred
stock dividends on Series A convertible preferred stock
(undeclared)
|
88,220
|
77,672
|
14
|
%
|
||||||
Beneficial
conversion feature on Series B convertible preferred stock
|
4,577,632
|
100
|
%
|
|||||||
Net
loss after beneficial conversion expense
|
(5,492,769
|
)
|
(2,149,904
|
)
|
160
|
%
|
||||
Basic
and Diluted Loss per Share
|
$
|
(0.22
|
)
|
$
|
(0.11
|
)
|
(120
|
)%
|
June
30, 2005 |
December
31,
2004 |
Change
|
||||||||
Cash
|
$
|
87,777
|
$
|
16,431
|
$
|
71,346
|
||||
Total
current assets
|
272,455
|
88,355
|
184,100
|
|||||||
Total
assets
|
7,428,844
|
4,344,038
|
3,084,806
|
|||||||
Total
current liabilities
|
2,033,920
|
1,504,933
|
528,987
|
|||||||
Total
liabilities
|
3,246,352
|
2,837,235
|
409,117
|
Revenues
|
Net
Loss
|
Percentage
of Revenues
|
||||||||
Six
months ended June 30, 2005
|
$
|
2,533,876
|
$
|
(826,917
|
)
|
33
|
%
|
|||
Six
months ended June 30, 2004
|
1,367,005
|
(2,072,232
|
)
|
152
|
%
|
Site
|
City
|
State
|
Monthly
Rent
|
Lease
Expiration
|
Georgia
Facilities
|
||||
27
East Crogan Street
|
Lawrenceville
|
GA
|
Company
owned
|
N/A
|
100
Peachtree Parkway
|
Peachtree
City
|
GA
|
$1,705
|
May
2006
|
8405
Tara Boulevard
|
Jonesboro
|
GA
|
$1,500
|
January
2008
|
Highway
85*
|
Riverdale
|
GA
|
$2,250
|
January
2008
|
4853
Canton Road
|
Marietta
|
GA
|
$1,000
|
September
2008
|
2720
Sandy Plains Road
|
Marietta
|
GA
|
$3,031
|
March
2009
|
8437
Roswell Road
|
Atlanta
|
GA
|
$2,750
|
November
2007
|
9072
Highway 92
|
Woodstock
|
GA
|
$1,800
|
April
2007
|
2887
Canton Road
|
Marietta
|
GA
|
$2,500
|
July
2008
|
213
Riverstone Parkway
|
Canton
|
GA
|
$1,300
|
November
2007
|
731
Powder Springs Street
|
Marietta
|
GA
|
$2,700
|
month
to month
|
1869
Cobb Parkway
|
Marietta
|
GA
|
$2,756
|
month
to month
|
2625
S. Cobb Drive
|
Smyrna
|
GA
|
$2,800
|
March
2008
|
2909
N. Druid Hills
|
Decatur
|
GA
|
$1,500
|
month
to month
|
5300
Roswell Road
|
Atlanta
|
GA
|
$1,800
|
January
2008
|
7000
North Point Pkwy
|
Alpharetta
|
GA
|
$1,500
|
August
2008
|
*
Under construction
|
||||
Texas
Facilities
|
||||
11831
Jones Road
|
Houston
|
TX
|
$2,500
|
month
to month
|
7710
W. Bellfort
|
Houston
|
TX
|
$3,120
|
November
2009
|
1531
Gessner
|
Houston
|
TX
|
$3,000
|
August
2007
|
11125
Briar Forest
|
Houston
|
TX
|
$4,500
|
August
2007
|
4494
Highway 6
|
Houston
|
TX
|
$4,882
|
August
2007
|
108
Bellaire
|
Houston
|
TX
|
$4,500
|
November
2009
|
12340
Bissonnet
|
Houston
|
TX
|
$2,400
|
November
2009
|
15113
Welcome Lane
|
Houston
|
TX
|
$3,250
|
June
2008
|
2690
FM 1960
|
Houston
|
TX
|
$3,250
|
June
2008
|
12265
Veterans Memorial
|
Houston
|
TX
|
$1,400
|
April
2006
|
18115
Kuykendahl Road
|
Houston
|
TX
|
$3,338
|
June
2008
|
6005
FM 1960 West
|
Houston
|
TX
|
$3,200
|
June
2010
|
7120
Louetta Road
|
Houston
|
TX
|
$5,500
|
June
2013
|
Utah
Facilities
|
||||
7735
S. State Street
|
Midvale
|
UT
|
$2,150
|
June
2011
|
757
Washington Blvd.
|
Ogden
|
UT
|
$2,500
|
June
2009
|
8610
S. 700 E.
|
Sandy
|
UT
|
$3,543
|
September
2011
|
1706
S. 900 E.
|
Salt
Lake City
|
UT
|
$2,485
|
July
2011
|
865
S. State Street
|
Salt
Lake City
|
UT
|
$1,394
|
October
2005
|
1835
W. 9000 S.
|
West
Jordan
|
UT
|
$3,770
|
May
2009
|
4098
S. Redwood Rd.
|
West
Valley City
|
UT
|
$3,350
|
October
2011
|
5983
S. 900 E.
|
Murray
|
UT
|
$4,000
|
September
2006
|
· |
in
exchange for 100% of the stock of Speedemissions, we issued 9,000,000
shares of our common stock to the Speedemissions shareholders, which
after
giving effect to the redemption of our stock from our previous officer
and
director described below, represented 90% of our outstanding stock.
Mr.
Parlontieri received 600,000 shares of our common stock, representing
6%
of the outstanding stock, in this
transaction;
|
· |
5,044,750
shares of our common stock held by our sole officer and director
prior to
the effectiveness of the agreement, were redeemed by us, and he resigned
as our officer;
|
· |
our
sole director prior to the effectiveness of the agreement tendered
his
resignation as our director, which was effective 10 days following
the
mailing of an Information Statement to our shareholders. His resignation
was effective on June 27, 2003.
|
Date
|
Principal
Amount
|
Due
Date
|
October
24, 2003
|
$40,000
|
April
21, 2004
|
October
30, 2003
|
$50,000
|
April
27, 2004
|
November
7, 2003
|
$100,000
|
May
5, 2004
|
December
26, 2003
|
$75,000
|
June
24, 2004
|
January
2, 2004
|
$25,000
|
June
30, 2004
|
January
4, 2004
|
$10,000
|
July
2, 2004
|
January
30, 2004
|
$15,000
|
July
28, 2004
|
Date
|
Principal
Amount
|
Due
Date
|
September
29, 2004
|
$5,900
|
March
29, 2005
|
October
28, 2004
|
$9,900
|
April
28, 2005
|
December
17, 2004
|
$9,800
|
June
17, 2005
|
High
|
Low
|
|||
Fiscal
year ended December 31, 2002:
|
||||
Fourth
Quarter
|
$0.00
|
$0.00
|
||
Fiscal
year ended December 31, 2003:
|
||||
First
Quarter
|
$0.00
|
$0.00
|
||
Second
Quarter
|
$0.00
|
$0.00
|
||
Third
Quarter
|
$0.25
|
$0.00
|
||
Fourth
Quarter
|
$0.60
|
$0.20
|
||
Fiscal
year ended December 31, 2004:
|
||||
First
Quarter
|
$1.01
|
$0.30
|
||
Second
Quarter
|
$0.60
|
$0.41
|
||
Third
Quarter
|
$0.62
|
$0.45
|
||
Fourth
Quarter
|
$0.50
|
$0.17
|
||
Fiscal
year ended December 31, 2005:
|
||||
First
Quarter
|
$0.48
|
$0.20
|
||
Second
Quarter
|
$0.30
|
$0.14
|
||
Third
Quarter (through September 22, 2005)
|
$0.27
|
$0.065
|
Plan
Category
|
Number
of Securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column (a))
(c)
|
Equity
compensation plans approved by security holders
|
686,750
|
$0.30
|
263,250
|
Equity
compensation plans not approved by security
holders
|
1,525,000
|
$0.63
|
N/A
|
Total
|
2,211,750
|
$0.53
|
263,250
|
Annual
Compensation
|
Long
Term Compensation
|
|||||||||
Awards
|
Payouts
|
|||||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual
Compensation
($)
|
Restricted
Stock
Awards
($)
|
Securities
Underlying Options SARs
(#)
|
LTIP
Payouts
($)
|
All
Other
Compensation
($)
|
||
Richard
A. Parlontieri
|
2004
|
180,000
|
-0-
|
7,200
|
-0-
|
900,000
|
-0-
|
-0-
|
||
Chmn,
Pres, Secretary
|
2003
|
180,000
|
-0-
|
5,400
|
-0-
|
410,000
|
-0-
|
-0-
|
||
William
Klenk (1)
|
2004
|
57,000
|
-0-
|
-0-
|
-0-
|
150,000
|
-0-
|
-0-
|
||
CFO,
Secretary
|
||||||||||
Larry
C. Cobb (2)
|
2005
|
-0-
|
-0-
|
48,415
|
-0-
|
-0-
|
-0-
|
-0-
|
||
CFO
|
OPTION/SAR
GRANTS IN LAST FISCAL YEAR
(Individual
Grants)
|
||||
Name
|
Number
of Securities
Underlying
Options/SARs
Granted
(#)
|
Percent
of Total
Options/SARs
Granted
to
Employees In Fiscal
Year
|
Exercise
or Base Price
($/Sh)
|
Expiration
Date
|
Richard
A. Parlontieri
|
450,000
|
36%
|
$0.75
|
2/18/09
|
450,000
|
36%
|
$1.05
|
2/18/09
|
|
William
Klenk
|
50,000
|
4%
|
$0.515
|
4/20/14
|
100,000
|
8%
|
$0.30
|
11/17/14
|
AGGREGATED
OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND
FY-END OPTION/SAR VALUES
|
||||
Name
|
Shares
Acquired On
Exercise
(#)
|
Value
Realized
($)
|
Number
of Unexercised
Securities
Underlying
Options/SARs
at FY-End
(#)
Exercisable/Unexercisable
|
Value
of Unexercised
In-The-Money
Option/SARs
at
FY-End
($)
Exercisable/Unexercisable
|
Richard
A. Parlontieri
|
N/A
|
N/A
|
N/A
|
N/A
|
William
Klenk
|
N/A
|
N/A
|
N/A
|
N/A
|
Index
to Financial Statements
|
||
Independent
Auditors’ Report
|
F-1
|
|
Balance
Sheets as of December 31, 2004
|
F-3
|
|
Statements
of Operations for the Years Ended December 31, 2004 and
2003
|
F-4
|
|
Statements
of Stockholders’ Deficit for the Years Ended December 31, 2004 and
2003
|
F-5
|
|
Statements
of Cash Flows for the Years Ended December 31, 2004 and
2003
|
F-6
|
|
Notes
to Financial Statements
|
F-7
- F-25
|
|
Condensed
Consolidated Balance Sheet as of June 30, 2005 (Unaudited)
|
F-26
|
|
Condensed
Consolidated Statements of Operations for the Three Months Ended
June 30,
2005 (Unaudited)
|
F-27
|
|
Condensed
Consolidated Statements of Cash Flows for the Six Months Ended June
30,
2005 (Unaudited)
|
F-28
|
|
Notes
to Condensed Consolidated Financial Statements
|
F-29
- F-42
|
Speedemissions,
Inc.
|
|||||||||||||
(Accounting
and Reporting Successor to SKTF Enterprises, Inc. - see Note
1)
|
|||||||||||||
Consolidated
Balance Sheet
|
|||||||||||||
December
31, 2004
|
Assets
|
||||
Current
assets:
|
||||
Cash
|
$
|
16,431
|
||
Other
current assets
|
71,924
|
|||
Total
current assets
|
88,355
|
|||
Property
and equipment, at cost less accumulated
|
||||
depreciation
and amortization
|
1,201,289
|
|||
Goodwill
|
2,991,040
|
|||
Other
assets
|
63,354
|
|||
$
|
4,344,038
|
|||
Liabilities
and Stockholders' Equity
|
||||
Current
liabilities:
|
||||
Accounts
payable and accrued liabilities
|
$
|
800,220
|
||
Debt
payable to related parties
|
540,934
|
|||
Accrued
interest on debt payable to related parties
|
113,178
|
|||
Current
portion of capitalized lease obligation
|
50,601
|
|||
Total
current liabilities
|
1,504,933
|
|||
Long-term
liabilities:
|
||||
Debt
payable to related parties less current portion
|
1,309,000
|
|||
Capitalized
lease obligation less current portion
|
23,302
|
|||
Total
long-term liabilities
|
1,332,302
|
|||
Total
liabilities
|
2,837,235
|
|||
Commitments
and contingencies
|
||||
Stockholders'
equity:
|
||||
Series
A convertible and cumulative preferred stock, $.001
|
||||
par
value, 5,000,000 shares authorized, 2,500 shares issued and
outstanding
|
3
|
|||
Common
stock, $.001 par value, 100,000,000 shares
|
||||
authorized,
24,541,594 shares
|
||||
issued
and outstanding
|
24,541
|
|||
Additional
paid-in capital
|
8,431,137
|
|||
Deferred
compensation
|
(66,139
|
)
|
||
Accumulated
deficit
|
(6,882,739
|
)
|
||
Total
stockholders' equity
|
1,506,803
|
|||
$
|
4,344,038
|
|||
See
accompanying notes to consolidated financial
statements.
|
Speedemissions,
Inc.
|
|||||||
(Accounting
and Reporting Successor to SKTF Enterprises, Inc. - see Note
1)
|
|||||||
Consolidated
Statements of Operations
|
|||||||
For
the Years Ended December 31, 2004 and
2003
|
2004
|
2003
|
||||||
Revenue
|
$
|
2,867,921
|
$
|
612,948
|
|||
Costs
and expenses:
|
|||||||
Cost
of emissions certificates
|
874,507
|
173,495
|
|||||
General
and administrative expenses
|
4,901,360
|
1,781,370
|
|||||
Loss
from operations
|
(2,907,946
|
)
|
(1,341,917
|
)
|
|||
Interest
expense
|
64,110
|
137,276
|
|||||
Net
loss
|
$
|
(2,972,056
|
)
|
$
|
(1,479,193
|
)
|
|
Basic
and diluted net loss per share
|
$
|
(0.14
|
)
|
$
|
(0.16
|
)
|
|
Weighted
average shares outstanding, basic and diluted
|
21,893,637
|
9,009,795
|
|||||
See
accompanying notes to consolidated financial
statements.
|
Speedemissions,
Inc.
|
|||||||||||||||||||||||||
(Accounting
and Reporting Successor to SKTF Enterprises, Inc. - see Note
1)
|
|||||||||||||||||||||||||
Consolidated
Statements of Stockholders' Equity
(Deficiency)
|
|||||||||||||||||||||||||
For
the Years Ended December 31, 2004 and
2003
|
Preferred
Stock
|
Common
Stock
|
Additional
|
|
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-In
Capital
|
Deferred Compensation |
Accumulated
Deficit |
Total
|
||||||||||||||||||
Balance
at December 31, 2002
|
7,142,857
|
$
|
71,429
|
$
|
1,432,692
|
$
|
-
|
$
|
(2,431,490
|
)
|
$
|
(927,369
|
)
|
||||||||||||
Recapitalization
due to reverse acquisition
|
2,857,143
|
(61,429
|
)
|
61,429
|
-
|
-
|
|||||||||||||||||||
Stock
issued for services
|
600,000
|
600
|
119,400
|
-
|
120,000
|
||||||||||||||||||||
Conversion
of debentures
|
5,670,619
|
5,671
|
1,579,740
|
-
|
1,585,411
|
||||||||||||||||||||
Compensation
due to stock option grant
|
-
|
-
|
5,360
|
-
|
5,360
|
||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
(1,479,193
|
)
|
(1,479,193
|
)
|
||||||||||||||||||
Balance
at December 31, 2003
|
-
|
$
|
-
|
16,270,619
|
$
|
16,271
|
$
|
3,198,621
|
$
|
-
|
$
|
(3,910,683
|
)
|
$
|
(695,791
|
)
|
|||||||||
Common
stock issued for cash
|
3,310,144
|
3,310
|
984,240
|
-
|
987,550
|
||||||||||||||||||||
Common
stock issued for services
|
1,124,517
|
1,124
|
500,669
|
-
|
501,793
|
||||||||||||||||||||
Conversion
of notes payable
|
2,024,996
|
2,025
|
1,091,973
|
-
|
1,093,998
|
||||||||||||||||||||
Compensation
due to stock option grant
|
-
|
-
|
-
|
-
|
14,588
|
-
|
14,588
|
||||||||||||||||||
Preferred
stock issued for cash, net of expenses
|
2,500
|
3
|
2,233,999
|
2,234,002
|
|||||||||||||||||||||
Preferred
stock dividend
|
(164,932
|
)
|
(164,932
|
)
|
|||||||||||||||||||||
Common
stock issued for antidilution agreement
|
855,000
|
855
|
(855
|
)
|
-
|
||||||||||||||||||||
Common
stock issued for business acquisition
|
956,318
|
956
|
572,834
|
573,790
|
|||||||||||||||||||||