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)
|
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 (1)
|
Shares
after offering
|
Percent
after offering (2)
|
||||||
GCA
Strategic Investment Fund Limited
|
-0-
|
33,533,321
(3)
|
14,570,619
|
80.0
%
|
14,570,619
|
24.1
%
|
||||||
Global
Capital Funding Group LP
|
622,985
|
11,741,662
(6)
|
622,985
|
32.1
%
|
-0-
|
-0-
|
||||||
Richard
A. Parlontieri
|
-0-
|
900,000
(4)
|
525,000
|
5.3
%
|
525,000
|
5.3
%
|
||||||
Michael
Monheit
|
150,000
|
50,000
|
150,000
|
<1
%
|
-0-
|
-0-
|
||||||
Patrick
J. Rossi and Dale E. Para, JT
|
150,000
|
50,000
|
150,000
|
<1
%
|
-0-
|
-0-
|
||||||
Richard
A. Losanno, Jr.
|
150,000
|
50,000
|
150,000
|
<1
%
|
-0-
|
-0-
|
||||||
David
M. Glaude
|
150,000
|
50,000
|
150,000
|
<1
%
|
-0-
|
-0-
|
||||||
Professional
Traders Funds, LLC
|
600,000
|
200,000
|
600,000
|
2.3
%
|
-0-
|
-0-
|
||||||
Paul
J. Solit
|
210,000
|
70,000
|
210,000
|
<1
%
|
-0-
|
-0-
|
||||||
Cape
May Investors, Inc.
|
150,000
|
50,000
|
150,000
|
<1
%
|
-0-
|
-0-
|
||||||
Greenwood
Partners, LP
|
450,000
|
150,000
|
450,000
|
1.7
%
|
-0-
|
-0-
|
||||||
Steven
Cohen
|
150,000
|
50,000
|
150,000
|
<1
%
|
-0-
|
-0-
|
||||||
Richard
Taney
|
150,000
|
50,000
|
150,000
|
<1
%
|
-0-
|
-0-
|
||||||
Robert
Gutman
|
150,000
|
50,000
|
150,000
|
<1
%
|
-0-
|
-0-
|
||||||
Dana
Bruno
|
60,000
|
20,000
|
60,000
|
<1
%
|
-0-
|
-0-
|
||||||
Gary
N. Moss
|
45,000
|
15,000
|
45,000
|
<1
%
|
-0-
|
-0-
|
||||||
Benchmark
Consulting, Inc.
|
450,000
|
-0-
|
450,000
|
1.7
%
|
-0-
|
-0-
|
||||||
Black
Diamond Advisors
|
149,857
|
-0-
|
149,857
|
<1
%
|
-0-
|
-0-
|
||||||
V2R,
LLC
|
-0-
|
125,000
|
101,000
|
<1
%
|
101,000
|
<1
%
|
||||||
Kuekenhof
Equity Fund, LP
|
606,000
|
300,000
|
606,000
|
2.3
%
|
-0-
|
-0-
|
||||||
Robert
Amendola
|
214,286
|
107,143
|
214,286
|
<1
%
|
-0-
|
-0-
|
||||||
Marjorie
C. Weinberg
|
71,430
|
35,715
|
71,430
|
<1
%
|
-0-
|
-0-
|
||||||
Barry
J. Dubrow
|
71,430
|
35,715
|
71,430
|
<1
%
|
-0-
|
-0-
|
||||||
Jeffrey
Spetalnick
|
101,000
|
50,000
|
101,000
|
<1
%
|
-0-
|
-0-
|
||||||
Bonfire
Foundation
|
50,000
|
25,000
|
50,000
|
<1
%
|
-0-
|
-0-
|
||||||
Todd
& Peggy Parrott
|
50,000
|
25,000
|
50,000
|
<1
%
|
-0-
|
-0-
|
||||||
Michael
M. Vuocolo
|
143,000
|
71,500
|
143,000
|
<1
%
|
-0-
|
-0-
|
||||||
William
and Shirley Grimm
|
333,333
|
-0-
|
333,333
|
1.3
%
|
-0-
|
-0-
|
||||||
Robert
L. Bilton
|
300,000
|
150,000
|
300,000
|
1.1%
|
-0-
|
-0-
|
||||||
The
Lebrecht Group, APLC (5)
|
42,017
|
-0-
|
832,530
|
3.1
%
|
790,513
|
3.0
%
|
||||||
Patricia
Mary Para Kenzy Investment Trust UA DTD 1/27/97
|
1,000
|
-0-
|
1,000
|
<1
%
|
-0-
|
-0-
|
||||||
Colony
Park Financial Services, LLC
|
22,143
|
-0-
|
22,143
|
<1
%
|
-0-
|
-0-
|
||||||
Total
|
5,793,481
|
47,955,056
|
21,781,113
|
N/A
%
|
15,987,132
|
25.3
%
|
(1)
|
Based
on 26,835,808 shares outstanding, and assumes the exercise of warrants
and
the conversion of preferred shares by that selling shareholder
only.
|
(2)
|
Based
on 26,835,808 shares outstanding, and assumes the sale of shares
included
herein, and shares acquired by the exercise of warrants and the
conversion
of preferred shares by all selling
shareholders.
|
(3)
|
Includes
2,500,000 shares of common stock which may be acquired upon the
exercise
of warrants, and 31,033,321 shares of common stock which may be
acquired
upon conversion of 3,724 shares of Series A Convertible Preferred
Stock.
|
(4)
|
Includes
900,000 shares of common stock which may be acquired upon the exercise
of
warrants.
|
(5) |
The
Lebrecht Group, APLC is legal counsel to
Speedemissions.
|
(6)
|
Includes
11,741,662 shares of common stock which may be acquired upon conversion
of
1,409 shares of Series A Convertible Preferred
Stock.
|
Registration
Fees
|
Approximately
|
$
|
1,400.00
|
||||
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
|
$
|
25,000.00
|
||||
Total
|
$
|
78,400.00
|
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
|
55
|
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
|
64,203,940
(3)
|
84.0
% (3)
|
|||
Common
Stock
|
Global
Capital Funding Group, LP
106
Colony Park Drive, Suite 900
Cumming,
GA 30040
|
36,364,547
(10)
|
58.1
% (10)
|
|||
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
|
<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 26,835,808 shares of common stock
outstanding. Shares of common stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person
holding
such options or warrants, but are not deemed outstanding for purposes
of
computing the percentage of any other
person.
|
(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
31,033,321 shares of common stock which may be acquired upon conversion
of
3,724 shares of Series A Convertible Preferred Stock. Also includes
18,600,000 shares of common stock which may be acquired upon the
exercise
of warrants at $0.12 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.
|
(10)
|
Includes
11,741,662 shares of common stock which may be acquired upon conversion
of
1,409 shares of Series A Convertible Preferred Stock. Also includes
24,000,000 shares of common stock which may be acquired upon the
exercise
of warrants at $0.12 per share.
|
Preferred
Stock
|
||||||
Title
of Class
|
Name
and Address of
Beneficial
Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of
Class
|
|||
Series
A Convertible Preferred Stock
|
GCA
Strategic Investment Fund Ltd
c/o
Prime Management Ltd
Mechanics
Bldg 12 Church St. HM11
Hamilton,
Bermuda HM 11
|
3,724
|
72.5
%
|
|||
Series
A Convertible Preferred Stock
|
Global
Capital Funding Group, LP
106
Colony Park Drive, Suite 900
Cumming,
GA 30040
|
1,409
|
27.5
%
|
|||
Series
B Convertible Preferred Stock
|
Barron
Partners LP
c/o
Barron Capital Advisors, LLC
Managing
Partner
Attn:
Andrew Barron Worden
730
Fifth Avenue, 9th Floor
New
York, NY 10019
|
2,500,000
|
100
%
|
·
|
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
September
30, 2005
|
3
Months Ended
September
30, 2004
|
Percentage
Change
|
3
Months Ended
June
30, 2005
|
||||||||||
Revenue
|
$
|
2,084,061
|
$
|
758,008
|
175
|
%
|
$
|
1,255,586
|
|||||
Cost
of Emission Certificates
|
615,745
|
233,681
|
163
|
%
|
391,677
|
||||||||
General
& Administrative Expenses
|
2,000,243
|
970,855
|
106
|
%
|
1,263,803
|
||||||||
Loss
from Operations
|
$
|
(531,927
|
)
|
$
|
(446,528
|
)
|
19
|
%
|
$
|
(399,894
|
)
|
3
Months Ended
September
30, 2005
|
3
Months Ended
September
30, 2004
|
Percentage
Change
|
3
Months Ended
June
30, 2005
|
||||||||||
Existing
stations
|
$
|
743,155
|
$
|
708,727
|
4.9
|
%
|
$
|
745,446
|
|||||
SIT
acquisition
|
365,402
|
N/A
|
409,770
|
||||||||||
Mr.
Sticker acquisition
|
656,318
|
N/A
|
|||||||||||
Just
Inc. acquisition (a)
|
219,713
|
N/A
|
|||||||||||
Mobile
units
|
92,966
|
N/A
|
68,914
|
||||||||||
Closed
units
|
6,507
|
49,281
|
N/A
|
31,456
|
|||||||||
Total
Revenue
|
$
|
2,084,061
|
$
|
758,008
|
175.0
|
%
|
$
|
1,255,586
|
(a)
|
Just
Inc. revenues are only for the one month ended September 30,
2005.
|
3
Months Ended
September
30, 2005
|
3
Months Ended
September
30, 2004
|
Percentage
Change
|
3
Months Ended
June
30, 2005
|
||||||||||
Existing
stations
|
$
|
241,286
|
$
|
216,887
|
11.2
|
%
|
$
|
236,537
|
|||||
SIT
acquisition
|
126,350
|
N/A
|
128,730
|
||||||||||
Mr.
Sticker acquisition
|
206,979
|
N/A
|
|||||||||||
Just
Inc. acquisition (a)
|
18,779
|
N/A
|
|||||||||||
Mobile
units
|
21,670
|
N/A
|
22,504
|
||||||||||
Closed
units
|
681
|
16,794
|
N/A
|
3,906
|
|||||||||
Total
Cost of Emission Certificates
|
$
|
615,745
|
$
|
233,681
|
163.5
|
%
|
$
|
391,677
|
Financing
expenses associated with efforts to raise capital for future
acquisitions
|
$
|
305,000
|
||
General
and administrative expenses associated with the six SIT stations
purchased
in December 2004
|
261,000
|
|||
General
and administrative expenses associated with the six Mr. Sticker
stations
purchased in June 2005
|
240,000
|
|||
General
and administrative expenses associated with the eight Just Inc.
stations
purchased in September 2005
|
141,000
|
|||
Increase
in legal and accounting fees from 2004 to 2005
|
83,000
|
|||
$
|
1,030,000
|
3
Months Ended
September
30, 2005
|
3
Months Ended
September
30, 2004
|
Percentage
Change
|
3
Months Ended
June
30, 2005
|
||||||||||
Existing
stations
|
$
|
413,075
|
$
|
439,026
|
(5.9
|
)%
|
$
|
388,951
|
|||||
Corporate
|
864,547
|
424,243
|
103.8
|
%
|
478,892
|
||||||||
SIT
acquisition
|
261,377
|
N/A
|
241,433
|
||||||||||
Mr.
Sticker acquisition
|
240,247
|
N/A
|
|||||||||||
Just
Inc. acquisition (a)
|
140,706
|
N/A
|
|||||||||||
Mobile
units
|
46,112
|
N/A
|
31,484
|
||||||||||
Closed
units
|
34,179
|
107,586
|
N/A
|
123,043
|
|||||||||
Total
General and Administrative Expenses
|
$
|
2,000,243
|
$
|
970,855
|
106.0
|
%
|
$
|
1,263,803
|
9
Months Ended
September
30, 2005
|
9
Months Ended
September
30, 2004
|
Percentage
Change
|
||||||||
Revenue
|
$
|
4,617,932
|
$
|
2,122,138
|
118
|
%
|
||||
Cost
of Emission Certificates
|
1,436,546
|
649,432
|
121
|
%
|
||||||
General
& Administrative Expenses
|
4,410,927
|
3,955,626
|
12
|
%
|
||||||
Loss
from Operations
|
$
|
(1,229,541
|
)
|
$
|
(2,482,920
|
)
|
(50
|
)%
|
General
& administrative expenses associated with the six Texas stations
purchased in December 2004
|
$
|
800,000
|
||
Financing
expenses associated with efforts to raise capital for future
acquisitions
|
341,000
|
|||
General
and administrative expenses associated with the six Mr. Sticker
stations
purchased in June 2005
|
240,000
|
|||
General
and administrative expenses associated with the eight Just Inc.
stations
purchased in September 2005
|
141,000
|
|||
Excess
of purchase price over fair market value of assets purchased -
expensed
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
|
)
|
||
$
|
500,000
|
3
Months Ended September 30, 2005
|
3
Months Ended September 30, 2004
|
%
Change
|
3
Months
Ended
June
30,
2005
|
||||||||||
Interest
Expense
|
$
|
70,291
|
$
|
13,793
|
409
|
%
|
$
|
65,293
|
|||||
Net
Loss
|
(602,218
|
)
|
(460,321
|
)
|
31
|
%
|
(465,187
|
)
|
|||||
Preferred
stock dividends on Series A convertible preferred stock
(undeclared)
|
44,110
|
44,110
|
0
|
%
|
44,110
|
||||||||
Beneficial
conversion feature on Series B convertible preferred stock
|
-
|
-
|
4,577,632
|
||||||||||
Net
loss attributable to common shareholders
|
(646,328
|
)
|
(504,431
|
)
|
28
|
%
|
(5,086,929
|
)
|
|||||
Basic
and Diluted Loss per Share
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
0
|
%
|
$
|
(0.20
|
)
|
Nine
months ended September 30, 2005
|
Nine
months ended September 30, 2004
|
%
Change
|
||||||||
Interest
Expense
|
$
|
199,679
|
$
|
49,633
|
302
|
%
|
||||
Net
Loss
|
(1,429,220
|
)
|
(2,532,553
|
)
|
(44
|
)%
|
||||
Preferred
stock dividends on Series A convertible preferred stock
(undeclared)
|
132,330
|
121,782
|
9
|
%
|
||||||
Beneficial
conversion feature on Series B convertible preferred stock
|
4,577,632
|
-
|
100
|
%
|
||||||
Net
loss attributable to common shareholders
|
(6,139,182
|
)
|
(2,654,335
|
)
|
131
|
%
|
||||
Basic
and Diluted Loss per Share
|
$
|
(0.24
|
)
|
$
|
(0.13
|
)
|
85
|
%
|
September
30,
|
September
30,
|
June
30,
|
||||||||
2005
|
2004
|
2005
|
||||||||
Cash
|
$
|
299,118
|
$
|
76,138
|
$
|
87,777
|
||||
Total
current assets
|
602,360
|
121,563
|
272,455
|
|||||||
Total
assets
|
10,302,587
|
3,109,950
|
7,428,844
|
|||||||
Total
current liabilities
|
2,528,201
|
1,118,741
|
2,033,920
|
|||||||
Total
liabilities
|
3,590,661
|
1,152,838
|
3,246,352
|
Revenues
|
Net
Loss
|
Percentage
of Revenues
|
||||||||
Nine
months ended September
30, 2005
|
$
|
4,617,932
|
$
|
(1,429,220
|
)
|
31
|
%
|
|||
Nine
months ended September
30, 2004
|
2,122,138
|
(2,532,553
|
)
|
119
|
%
|
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
|
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
|
(1)
|
issue
GCFG 1,409 shares of Series A Preferred Stock (the “GCFG Stock”) with the
rights and preferences outlined in the Amended Certificate of Designation
of
our Series A Convertible Preferred Stock (the “Amended Certificate
of Designation”),
and a warrant to purchase 24,000,000 shares of our common stock
at an
exercise price of $0.12 per share (the “GCFG Warrant”), in exchange for
GCFG agreeing to convert all amounts due and owing under that certain
Speedemissions, Inc. Secured Promissory Note dated December 30,
2004, in
the principal amount of $1,285,000 and in the name of State Inspections
of
Texas, Inc. (the “GCFG Note”);
|
(2)
|
i)
issue GCA 1,224 shares of Series A Preferred Stock (the “GCA Stock”) with
the rights and preferences outlined in the Amended Certificate
of
Designation, ii) issue GCA a warrant to purchase 16,000,000 shares
of our
common stock with an exercise price of $0.12 per share (the “GCA
Warrant”); and iii) amend the terms of that certain warrant to purchase
2,500,000 shares of our common stock dated January 26, 2005, to
change the exercise price from $0.24 per share to $0.12 per share,
in
exchange for GCA agreeing to the amended rights and preferences
of the
Series A Preferred Stock as set forth in the Amended Certificate
of
Designation, and to convert all amounts due and owing, including
accrued
interest, under the $350,000 principal amount promissory note dated
January 26, 2005 (the “$350,000 Note”), the $300,000 principal amount
promissory note dated August 2, 2001 (the “$300,000 Note”) and the
$110,000 principal amount promissory note dated August 7, 2004
(the
“$110,000 Note”);
|
(3)
|
issue
Barron a warrant to purchase 40,000,000 shares of our common stock
with an
exercise price of $0.12 per share (the “Barron Warrant”), in exchange for
Barron agreeing to the issuance of the GCA Stock, the GCA Warrant,
the
GCFG Stock and the GCFG Warrant, and to the amended rights and
preferences
of the Series A Preferred Stock as set forth in the Amended Certificate
of
Designation;
|
(4)
|
Speedemissions,
GCFG, GCA, and Barron agreed to release each other of all claims,
agreements, contracts, covenants, representations, obligations,
losses,
liabilities, demands and causes of action which it may now or hereafter
have or claim to have against each other, as a result of the
Dispute.
|
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
|
$
|
0.27
|
$
|
0.065
|
|||
Fourth
Quarter (through November 15, 2005)
|
$
|
0.122
|
$
|
0.082
|
Plan
Category
|
Number
of Securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column (a))
|
(a)
|
(b)
|
(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 September 30, 2005
(Unaudited)
|
F-26
|
|
Condensed
Consolidated Statements of Operations for the Three Months Ended
September
30, 2005 (Unaudited)
|
F-27
|
|
Condensed
Consolidated Statements of Cash Flows for the Nine Months Ended
September
30, 2005 (Unaudited)
|
F-28
|
|
Notes
to Condensed Consolidated Financial Statements
|
F-29
- F-43
|
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 outstan |