Form 10-K SPEEDEMISSIONS INC For: Dec 31

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April 22, 2015 3:24 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2014.

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission file number: 000-49688

Speedemissions, Inc.

(Exact name of registrant as specified in its charter)


Florida	33-0961488
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1015 Tyrone Road, Suite 710

Tyrone, Georgia 30290

(Address of principal executive offices)

Registrant’s telephone number (770) 306-7667

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

Common stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of the stock on such date was $504,713.

As of April 17, 2015, 108,964,225 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with our 2015 Annual Meeting of Shareholders are incorporated by reference in Part III herein.

Speedemissions, Inc.

FORM 10-K

For the fiscal year ended December 31, 2014

TABLE OF CONTENTS

Special Note Regarding Forward-Looking Statements	3

PART I	3

ITEM 1. BUSINESS	3
ITEM 1A. RISK FACTORS	10
ITEM 1B. UNRESOLVED STAFF COMMENTS	15
ITEM 2. PROPERTIES	16
ITEM 3. LEGAL PROCEEDINGS	16
ITEM 4. MINE SAFETY DISCLOSURES	16

PART II	16

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	16
ITEM 6. SELECTED FINANCIAL DATA	18
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25
ITEM 9A CONTROLS AND PROCEDURES	25
ITEM 9B. OTHER INFORMATION	26

PART III	26

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	26
ITEM 11. EXECUTIVE COMPENSATION	26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	26
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	26

PART IV	26

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	26
SIGNATURES	29
EX-23.1
EX-23.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements that look to future events and consist of, among other things, statements about our anticipated future income including the amount and mix of revenue among type of product, category of customer, geographic region and distribution method and our anticipated future expenses and tax rates. Forward-looking statements include our business strategies and objectives and include statements about the expected benefits of our strategic alliances and acquisitions, our plans for the integration of acquired businesses, our continued investment in complementary businesses, products and technologies, our expectations regarding product acceptance, product and pricing competition, cash requirements and the amounts and uses of cash and working capital that we expect to generate. The words “may,” “would,” “should,” “will,” “assume,” “believe,” “plan,” “expect,” “anticipate,” “could,” “estimate,” “predict,” “goals,” “continue,” “project,” and similar expressions or the negative of these terms or other comparable terminology are meant to identify such forward-looking statements. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to business and economic risks, uncertainties and assumptions that are difficult to predict, including those identified below in Item 1A, “Risk Factors” as well as in Item 1, “Business” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. Therefore, our actual results may differ materially and adversely from those expressed in any forward-looking statements. We cannot assume responsibility for the accuracy and completeness of forward-looking statements, and we undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Part I

Item 1. Business

Overview

Speedemissions, Inc. is one of the largest test-only emissions testing and safety inspection companies in the United States. We perform vehicle emissions testing and safety inspections in certain cities in which vehicle emissions testing is mandated by the United States Environmental Protection Agency (“EPA”). As of April 17, 2015, we operated 22 vehicle emissions testing and safety inspection stations under the trade names of Speedemissions and Auto Emissions Express (in Atlanta, Georgia and St. Louis, Missouri) and Just Emissions (in Salt Lake City, Utah). We also operate three mobile testing units in the Atlanta, Georgia area which service automotive dealerships and local government agencies. We manage our operations based on these four regions, and we have one reportable segment. References in this document to “Speedemissions,” “Company,” “we,” “us” and “our” mean Speedemissions, Inc. and our consolidated subsidiaries.

We use computerized emissions testing and safety inspections equipment that test vehicles for compliance with vehicle emissions and safety standards. We purchase or lease these computerized testing systems from state approved equipment vendors. Our revenues are mainly generated from the testing or inspection fees charged to the registered owner of the vehicle. As a service to our customers, we also sell automotive parts and supplies such as windshield wipers, taillight bulbs and gas caps. In addition, we perform a limited amount of other services, including oil changes and headlight restorations, at select locations. However, we do not provide major automotive repair services.

On June 22, 2010, the Company announced the launch of its first iPhone application, Carbonga. Carbonga diagnoses an automobile’s computer system using the on board diagnostic port on vehicles that were produced since 1996. Carbonga can check over 2,000 vehicle fault codes. We launched version two of Carbonga on February 16, 2011. Version two improved the speed and performance of the application and has additional features, including the ability to receive vehicle safety recalls and Technical Service Bulletins, for an annual subscription fee.

During the quarter ended September 30, 2012, we formed a new company, SpeedEmissions Car Care, LLC, through which we will franchise our vehicle emissions and safety inspections store model. Franchises will be available to qualified store operators who have an interest in either a single- or multi-location opportunity in select cities where vehicle emissions testing/safety inspections and other automotive services are required. We signed an agreement with an Atlanta based franchise consulting company to assist with our plan to franchise our business model into a number of new U.S. markets. We believe that the franchising vehicle will increase our retail store presence. After securing approval for all the necessary disclosure documents, we began marketing franchises in the fourth quarter of 2012. However, as of December 31, 2014, we have sold no franchises.

On November 30, 2012, we completed the acquisition of certain operating assets comprising five emission testing centers owned by Auto Emissions Express, LLC (“AEE”), a Georgia corporation. At the time AEE owned and operated 12 emission testing centers in the Atlanta, Georgia area, including the five emission testing centers that we purchased.

On April 11, 2013, we sold the assets comprising three of our Texas stores for $110,000. We received $50,000 cash at closing and a note receivable for $60,000. The principal amount of the note is payable in equal monthly payments over a 12-month period plus interest at 5.0% per annum.

In June 2013, we announced an expansion in our business model pursuant to which we planned to move into a new market with the opening of up to 24 emission testing stores over the next two years, assuming we obtained the financing to do this. In 2013, we engaged an investment banking firm to assist us in acquiring up to $3,000,000 in new capital to serve as a source of financing for our planned expansion. However, we were unsuccessful in raising the necessary capital and the expansion model was abandoned during 2014.

On October 25, 2013, we completed the acquisition of certain operating assets comprising the remaining seven emission testing centers owned by AEE. AEE originally owned and operated 12 emission testing centers in the Atlanta, Georgia area, consisting of the seven emission testing centers that we purchased in October 2013 and the five emission testing centers that we purchased in November 2012 as discussed above.

During the three months ended June 30, 2014, we sold the assets comprising six of our Houston, Texas stores for a combined amount of $220,000, consisting of $152,500 in cash and notes receivable for $67,500. The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest.

On December 5, 2014, we sold the assets comprising five of our six Salt Lake City, Utah stores for $1,350,000 in cash. After taking into consideration the sale of these five emissions testing centers, we now operate 22 emission testing centers in Atlanta, Georgia, St. Louis, Missouri and Salt Lake City, Utah metropolitan areas, plus three mobile testing units in the Atlanta, Georgia area.

Recent Developments

The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and liquidation of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that may be necessary in the event the Company cannot continue as a going concern.

Net loss for the year ended December 31, 2014 was $773,180 or $(0.01) per share, compared to a net loss of $814,482 or $(0.02) per share for the year ended December 31, 2013. Revenues for the year ended December 31, 2014 decreased $1,517,244, or 21.4%, to $5,578,693 from $7,095,937 in the year ended December 31, 2013.

We have experienced recurring net losses which have caused an accumulated deficit of $21,317,903 at December 31, 2014. We had a working capital deficit of $1,041,752 at December 31, 2014 compared to a working capital deficit of $2,059,921 at December 31, 2013.

Our revenues for the fiscal year ended December 31, 2014 and for the fiscal years ended December 31, 2013 and 2012 have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. Our near-term liquidity and ability to continue as a going concern is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to vendors and service providers. No assurances can be given that we will be able to achieve sufficient levels of revenues in the near-term to provide adequate levels of cash flow from operations. As a result of our history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

On June 8, 2012, the Company entered into a revolving line of credit agreement (the “Credit Agreement”) with TCA Global Credit Master Fund, LP (“TCA”), pursuant to which TCA agreed to loan the Company up to a maximum of $2,000,000 for working capital purposes. In June 2012, the Company obtained a loan from TCA in the amount of $350,000 to use for working capital purposes and, in October 2012, the Company entered into the First Amendment to Credit Agreement with TCA (the “Amended Credit Agreement”) pursuant to which the Company received an additional loan in the amount of $550,000 to use for the purchase of five emissions testing stores owned by AEE as described above. On October 23, 2013, the Company entered into the Second Amendment to Credit Agreement with TCA (the “Second Amended Credit Agreement”), pursuant to which TCA agreed to increase the revolving loan from $900,000 to $1,300,000 and, in connection therewith, the Company received an additional loan in the amount of $400,000 to finance the acquisition of the remaining seven emission testing centers owned by AEE, as described above, and to provide working capital (see also Note 9 to the financial statements).

On June 30, 2014, due to insufficient cash flow, we ceased making required monthly principal payments on our line of credit facility with TCA and were in default under the terms of the Credit Agreement at that time. On August 6, 2014, we received notice of Demand for Payment of $791,207 before the close of business on August 19, 2014. According to the notice, the demand was a result of failure to make timely payments. Also, demand was made of Richard Parlontieri, our President, Chief Executive Officer and Chief Financial Officer, personally, as guarantor, pursuant to the Validity Guaranty, dated June 8, 2012 and affirmed and ratified on October 23, 2013 (the “Guaranty”). Under the terms of the Guaranty, Mr. Parlontieri agreed that the Company would maintain ownership of all collateral and would refrain from disposing or encumbering any collateral without TCA’s express written consent. TCA alleged that Mr. Parlontieri had not complied with this agreement and was in default of the Guaranty. On December 8, 2014, using cash proceeds from the sale of five of our Utah stores (as described above), the Company paid all amounts due to TCA under the Credit Agreement, was released by TCA from any future claims related to previous alleged violations of the terms of the Credit Agreement and effectively terminated the Credit Agreement. Due to the Company’s financial position, it has been unable to secure a replacement revolving credit agreement and must rely primarily on cash flow from operations to fund working capital needs.

During the past two years, we have made reductions in employee headcount, sold or closed unprofitable stores, and reduced store operating expenses, corporate overhead and other operating expenses. At December 31, 2014, our primary source of liquidity for cash flows was cash received from our store operations. We are dependent on our revenues in the very near term to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to landlords, vendors and service providers. No assurances may be given that the cash received from our store operations will be sufficient to cover our ongoing operating expenses. If the cash received from our store operations is not sufficient, we would need to obtain new financing or raise additional capital to continue as a going concern and to execute our business plan. There is no assurance that such financing or capital would be available or, if available, that we would be able to complete financing or a capital raise on satisfactory terms to allow us to continue as a going concern.

During the years ended December 31, 2014 and 2013, due to insufficient cash flow from operations and borrowing limitations under our line of credit facility, we have been extending payments owed to landlords and vendors beyond normal payment terms and deadlines. Until such vendors are paid within normal payment terms, no assurances can be given that required services and materials needed to support our operations will continue to be provided. In addition, no assurances can be given that vendors will not pursue legal means to collect past due balances owed. Any interruption of services or materials would likely have an adverse impact on our operations and could impact our ability to continue as a going concern.

On December 13, 2013 and on January 10, 2014, the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933 (the “Securities Act”), in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC, a Nevada limited liability company (“IBC”), in the matter entitled IBC Funds, LLC, vs. SpeedEmissions, Inc., Case Nos. 2013 CA 008762 NC and 2014 CA 000153 (the “Actions”). IBC commenced the Actions against us to recover an aggregate of $205,643 of past-due accounts payable, which IBC had purchased from certain of our vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors (the “Assigned Accounts), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain research, technical, development and legal services. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding on December 13, 2013 and January 10, 2014, respectively.

The Settlement Agreement provides that in no event shall the number of shares of common stock issued by the Company to IBC or its designee in connection with the Settlement Agreement, when aggregated with all other shares of common stock then beneficially owned by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder), result in the beneficial ownership by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 9.99% of the common stock of the Company. Pursuant to the Settlement Agreement, the Company issued 59,098,059 of its common shares to IBC during the year ended December 31, 2014, in full satisfaction of all amounts due IBC under the Settlement Agreement.

Furthermore, the Settlement Agreement provides that, for so long as IBC or any of its affiliates hold any shares of common stock of the Company, the Company and its affiliates are prohibited from, among other things, voting any securities of the Company in favor of: (1) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (2) a sale or transfer of a material amount of the Company’s assets or its subsidiaries’ assets, (3) any material change in the Company’s present capitalization or dividend policy, (4) any other material change in the Company’s business or corporate structure, (5) a change in the Company’s charter, bylaws, or instruments corresponding thereto (6) causing a class of the Company’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (7) causing a class of the Company’s equity securities to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, (8) terminating the Company’s transfer agent, (9) taking any action which would impede the purposes and objects of the Settlement Agreement or (10) taking any action, intention, plan or arrangement similar to any of those enumerated above. These prohibitions may not be modified or waived without further order of the Court.

On May 29, 2014, the Company entered into a promissory note agreement with Thomas Chorba, pursuant to which Thomas Chorba loaned the Company $50,000 for working capital purposes. Under the terms of the promissory note, the Company agreed to repay the loan, plus interest, for a total amount of $56,000 by December 31, 2015. Under the terms of the note, the Company will make 18 monthly payments of $3,111 each which yields an effective annual interest rate of 7.9%.

On May 30, 2014, the Company entered into a repayment agreement (the “Repayment Agreement”) with TVT Capital, LLC (“TVT”), pursuant to which the Company agreed to repay TVT $75,000 from a loan made by TVT to the Company, plus a fixed fee which the Company will record as interest expense, for a total amount of $112,425 by October 27, 2014. Under the terms of the Repayment Agreement, TVT is authorized to make daily bank debits of $1,099 on each available banking day during the term of the Repayment Agreement which represents a fee rate of 49.9%. On September 16, 2014, the Company re-negotiated its Repayment Agreement with TVT to obtain additional funding totaling $67,077. Under the terms of the amended Repayment Agreement, the Company agreed to repay the remaining balance from the June 3, 2014 funding, plus the current funding, for a total of $100,000, plus a fixed fee which the Company will record as interest expense, representing a total amount of $149,000 by April 16, 2015. Under the terms of the amended Repayment Agreement, TVT is authorized to make daily bank debits of $1,199 on each available banking day during the term of the Repayment Agreement which represents a fee rate of 49.0%.

Due to non-payment of insurance premiums, the Company’s insurance carrier cancelled the Company’s general liability, property and casualty and automobile policies effective August 24, 2014. Also, due to non-payment of insurance premiums, the Company’s insurance carrier cancelled the Company’s workers’ compensation policy effective September 13, 2014. However, as of October 14, 2014, all of these policies were re-instated. The Company’s director and officers’ liability policy was unaffected by this short-term cancellation.

On October 24, 2014, the Company entered into a merchant sales agreement (the “Merchant Agreement”) with Entrepreneur Now, LLC (“EN”), pursuant to which the Company agreed to repay EN $50,000 from a loan made by EN to the Company, plus a fixed fee which the Company will record as interest expense, for a total amount of $72,000 by March 2, 2015. Under the terms of the Merchant Agreement, EN is authorized to make daily bank debits of $1,000 on each available banking day during the term of the Merchant Agreement which represents a fee rate of 44.0%.

On November 5, 2014, the Company entered into a promissory note agreement with Dianna Parlontieri, wife of the Company’s President, Chief Executive Officer and Chief Financial Officer, pursuant to which Mrs. Parlontieri loaned the Company $20,000 for working capital purposes. Under the terms of the promissory note, the Company agreed to repay the loan, plus interest, for a total amount of $20,400 by December 15, 2014. Because the Company did not repay the loan in full by December 15, 2014, the Company is required to repay $1,700 on the 15th of each month, starting December 15, 2014, until the loan is re-paid in full. If any of the monthly payments are not paid on the respective due date then the monthly payment amount is subject to a default interest rate of 10% per annum. The Company is currently in default of the terms of this promissory note as it did not make the required repayment on December 15, 2014 and has not made any of the required monthly payments as of the date of this report.

On November 18, 2014, the Company entered into a revenue based factoring agreement (the “Factoring Agreement”) with Samson Partners, LLC (“SP”), pursuant to which the Company agreed to repay SP $35,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $43,750 by February 9, 2015. Under the terms of the Factoring Agreement, SP is authorized to make daily bank debits of $875 on each available banking day during the term of the Factoring Agreement which represents a fee rate of 25.0%.

Our Typical Testing Center

Our testing centers generally are located in freestanding buildings in areas with high vehicle traffic counts, good visibility and easy access to major roadways. The typical testing center is located inside of a structure similar to a typical lube or tire change garage with doors at both ends so that vehicles can “drive-through” the facility. We also have structures that resemble a bank drive-through facility. We believe that we are creating brand awareness in our current testing stations by using recognizable building style and façade, consistent color schemes, signs and employee uniforms, and by advertising in select local markets. Computerized testing systems are located in each building to test vehicle emissions and vehicle safety if applicable in that state.

Most of our emissions testing stations are open for business during weekdays between the hours of 8:00 a.m. and 6:00 p.m., and from 8:30 a.m.to 5:00 p.m. on Saturdays. The average emissions test in Georgia takes approximately eight to 12 minutes to complete. In Missouri and Utah, because of the safety inspection, the completion time is slightly longer.

There are two types of primary emissions tests that are performed, the Accelerated Simulated Model (“ASM”) and the On-Board Diagnostic (“OBD”). The ASM test is performed on vehicles 1995 and older, while the OBD test is conducted on vehicles 1996 and newer. In selected markets, a vehicle safety inspection is required to be performed. These tests apply to vehicles generally manufactured from 1983 through 2005, depending on the state. We generally operate one or two testing lanes at each testing center depending upon the size of the building. We typically lease the building from the property owners, although we have constructed several buildings on land leases in the past which is no longer a practice we follow.

In our Atlanta, Georgia locations, under the guidelines of the Georgia Clean Air Force (“GCAF”) program, the mobile vehicle emissions testing units are only permitted to conduct the OBD test on 1996 and newer vehicles. In the Atlanta, Georgia area, we currently have four mobile units and they serve the automobile fleets of the federal, state, and local governments. All used cars in Georgia, prior to being re-sold, must have a vehicle emissions test, and we serve selected new and used car dealers throughout the greater Atlanta market with these mobile units.

Industry Background – Government and Regulatory Overview

The EPA reported in 2012 that approximately 148.0 million people lived in counties across the United States whose air pollution exceeded national air quality standards. According to the EPA, motor vehicles are responsible for nearly one half of the smog-forming volatile organic compounds, more than half of the nitrogen oxide emissions and about half of the toxic air pollutant emissions in the United States. Motor vehicles, including off road vehicles, now account for 75% of carbon monoxide emissions nationwide according to the EPA. In the United States, there are more than 250 million cars and light-duty trucks on the road according to the U.S. Federal Highway Administration.

The 2012 Motor Vehicle I/M Solutions Jurisdiction Report published by Sierra Research states that 32 states and the District of Columbia currently have vehicle emissions testing programs. Each state, as well as the District of Columbia, has its own regulatory structure for emissions testing with which we must comply if we conduct business in that state.

Public awareness of air pollution and its hazardous effects on human health and the environment has increased in recent years, which has led governmental authorities to pass more stringent pollution control measures. One especially effective measure that many governmental authorities have adopted is vehicle emissions testing. The EPA estimates that enhanced emissions testing on motor vehicles is approximately 10 times more cost-effective in reducing air pollution than increasing controls on stationary pollution sources such as factories and utilities. Consequently, the EPA has made emissions testing an integral part of its overall effort to reduce air pollution by ensuring that vehicles meet emissions standards.

Vehicle emissions control requirements have become progressively more stringent since the passage of the Clean Air Act in 1970. In 1990, Congress amended the Clean Air Act to require areas that did not meet national ambient air quality standards (NAAQS) to implement either basic or “enhanced” vehicle I/M emissions testing programs, depending upon the severity of the area’s air quality problem. The Act also required that metro areas with populations of more than 100,000 implement enhanced I/M emissions testing regardless of their air quality designation.

On November 5, 1992, the EPA issued its original rule establishing minimum performance and administrative requirements for states developing air quality implementation plans. The EPA said areas that needed enhanced emissions testing would have to use their new “I/M 240” test procedure. However, the EPA decided to grant state governmental authorities the discretion to determine how best to establish and operate a network of emissions testing facilities, including the flexibility to choose either a centralized or a decentralized program.

In general, these vehicle emissions tests are performed either in a centralized program or in a decentralized program. In a centralized program, a select number of emissions testing operators are either licensed or operated by certain states to perform vehicle emissions testing. These operators are authorized to perform emissions tests, but generally they are prohibited from repairing vehicles that fail to pass an emissions test.

On the other hand, in a decentralized program, a wider range of persons, including the Company, may perform emissions tests, including those engaged primarily in other businesses, such as automotive repair shops, oil change stores and others. For many of these operators, performing emissions tests is not their primary business.

Nineteen states have implemented decentralized programs, and 10 states and the District of Columbia have implemented centralized programs. There are three states that have implemented a hybrid program, whereby the state operates its own testing stations and also allows independently operated stations.

On July 31, 1998, the EPA issued a final study that concluded that more stringent air quality standards for motor vehicle emissions are needed, and that such standards should be implemented as it becomes technologically feasible and cost-effective to do so. We believe that the setting of such standards will be the most important EPA regulatory initiative affecting motor vehicles since the passage of the 1990 amendments to the Clean Air Act. We believe that the EPA study is likely to result in more stringent standards that will have the effect of increasing the number of areas that must implement emissions testing programs and thereby potentially increasing the market for our service.

Since 1977, when federal legislation first required states to comply with emissions standards through the use of testing programs, California has been a leader in testing procedures and technical standards. California has approximately 23 million vehicles subject to emissions testing, more than two times that of any other state. California’s testing program is overseen by the California Bureau of Automotive Repair (“CARB”). CARB has revised its emissions testing standards three times: in 1984, 1990, 1997 and 2010. With each of these revisions, CARB has required the use of new, more sophisticated and more accurate emissions testing and analysis equipment, which must be certified by CARB. California’s testing standards have become the benchmark for emissions testing in the United States.

All states with decentralized programs and many states with centralized programs require emissions testing and analysis equipment used in their programs to be BAR-97 certified, with all newly implemented enhanced programs requiring BAR-97 certification.

As emissions testing equipment has become more technologically advanced, government regulators have required that testing facilities use this more advanced equipment. The most significant technological advance that has occurred in the emissions testing industry over the past decade is the development of enhanced testing systems. Prior to 1990, the EPA required government agencies to test vehicles only for emissions of carbon monoxide and hydrocarbons, which form smog. During this “basic” test, a technician inserts a probe in the vehicle’s tailpipe while the vehicle is idling and emissions analyzers then measure pollution levels in the exhaust. These basic tests worked well for pre-1981, non-computerized vehicles containing carburetors because typical emission control problems involved incorrect air/fuel mixtures and such problems increase pollution levels in the exhaust even when the vehicle is idling.

However, today’s vehicles have different emissions problems. For tests on modern vehicles to be effective, the equipment must measure nitrogen oxide emissions that also cause smog and must test the vehicle under simulated driving conditions. The EPA now requires these enhanced tests in the major metropolitan areas of 32 states and the District of Columbia. A technician conducts these ASM tests on a dynamometer, a treadmill-type device that simulates actual driving conditions, including periods of acceleration, deceleration and cruising, or the OBD by plugging into the vehicles computerized operation system.

Emissions Testing in the State of Georgia

In 1996, the Environmental Protection Division of the State of Georgia initiated the GCAF program that required emissions testing of certain vehicles in a 13 county area surrounding metro Atlanta, Georgia. These rules are set forth in Sections 391-3-20-.01 through .22 of the Rules of the Georgia Department of Natural Resources, Environmental Protection Division.

Georgia’s program is a decentralized program. All operators performing emissions testing in Georgia must have their technicians attend and complete certain state certified training, and report to the state on their emissions testing activities every month. Testing stations may be licensed to test all vehicles, which are known as “All Vehicles Welcome” stations, or only vehicles not more than ten years old, known as “1996 or Newer Vehicles Only” stations. All the stations we currently operate in Georgia are “All Vehicles Welcome” stations, except for two of the stores acquired in the 2012 acquisition of five Georgia stores from AEE. The program requires vehicles in the 13 covered counties to undergo an emissions test on an annual basis, with an annual exemption for the three most recent model years.

The market for emissions testing in Georgia is highly fragmented and generally consists of services provided by independent auto repair service providers, service stations, oil and tire repair stores, and independent test-only facilities. According to GCAF, there are approximately 1,000 licensed test sites and approximately 2.6 million tests are performed annually in Georgia.

Georgia law mandates compliance with its vehicle emissions testing program. For vehicles subject to the state’s emissions law, a successful test, or a waiver from the state, is required to obtain a vehicle registration in Georgia. Nearly 2 million heavy polluting vehicles have been identified and repaired since the start of the program in 1996.

Emissions Testing and Safety Inspections in the State of Utah

The state of Utah allows a hybrid of the centralized and decentralized programs where the state operates a select number of emissions testing and safety inspection centers while authorizing those businesses such as an automotive repair shop, automobile dealers and others to conduct emissions testing and safety inspections. The Department of Health for each county manages emission testing and the Utah Highway Patrol manages the safety inspection program. The emissions tests conducted are the same as in Georgia.

All vehicles registered in Davis, Salt Lake, Utah, Weber, and Cache counties with model years less than six years old are required to have an emissions test once every two years. Vehicles with model years six years old and older (to 1975) must have an emissions test every year. Emissions’ testing is not required for vehicles with model years 1975 or older. Currently, vehicles with model years less than eight years old are required to have a safety inspection once every two years. Vehicles with model years eight years old and older must pass safety inspections every year. The Utah State Legislature passed an amended version of Utah House Bill 298, titled Motor Vehicle Safety Inspection Amendments on March 9, 2012, which amended Utah’s existing auto safety inspection law and became effective on January 1, 2013. The new bill requires vehicle safety inspections on vehicles which are four, eight and 10 years old, and then annually for the rest of the vehicle’s life, rather than on odd/even model years for vehicles less than eight years old and annually for all other vehicles under the former law. Vehicle emissions testing laws in Utah were not impacted by Utah House Bill 298.

Utah law mandates compliance with its vehicle emissions and safety inspection program. For a vehicle to obtain a sticker for yearly registration, the owner must have a successful emissions and/or safety inspection.

Emissions Testing and Safety Inspections in the State of Missouri

The state of Missouri’s Gateway Vehicle Inspection Program switched from a centralized program to a decentralized program on October 1, 2007. The program is administered by the Department of Natural Resources and the Missouri State Highway Patrol.

Missouri law requires all motor vehicles pass a vehicle safety inspection at an authorized inspection station every other year, unless specifically exempted from a safety inspection. New motor vehicles are exempt from the safety inspection during the first five years following the model year of manufacture.

In addition to the safety inspection, vehicles registered in St. Louis City, St. Louis County, St. Charles County, Franklin County and Jefferson County are required to have an emissions inspection every other year prior to registering the vehicle. New motor vehicles and the first retail sale of titled motor vehicles with less than 6,000 miles during the model year of the vehicle and the following year are exempt from the emissions inspection. Vehicles with a model year of 1995 and older are exempt from the ASM emissions inspections in Missouri. However, an emissions inspection is required regardless of the model year if the vehicle is sold.

Operating Strategy

Our operating strategy focuses on (a) providing our customers with fast, honest and courteous vehicle testing and inspection services, (b) increasing the volume of business at each site, (c) creating brand awareness for our services and (d) creating repeat customer sales, all of which are designed to enhance our revenue and cash flow. To achieve these goals, we:

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Seek to secure and maintain emissions testing and safety inspection stations at well-traveled intersections and other locations that are easily accessible by our customers;

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Coordinate operations, training and local outreach programs in each market to enhance revenue and maximize cost efficiencies within each market;

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Implement regional management and marketing initiatives in each of our markets;

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Tailor each facility and use local advertising to describe the services we offer to appeal to the broadest range of consumers; and

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Aspire to expand the use of our mobile vehicle testing units by bidding on federal, state, and local governments for their fleet vehicles, as well as corporate accounts and automotive dealerships.

We currently purchase our raw materials, such as filters, hoses, etc., from several suppliers and, because these raw materials are readily available from a variety of suppliers, we do not rely upon any one supplier for a significant portion of our materials. Certificates of emissions and safety inspections are purchased from each state’s department or agency responsible for overseeing the emissions testing and safety inspections programs in that state.

Intellectual Property

We have registered the trade names “Speedemissions”, “Just Emissions” and “Carbonga” in the United States. We have filed a Federal Service Mark Registration for the name and logo of Speedemissions, Inc., and for the tag line “The Fastest Way to Keep Your Air Clean.”

Competition

The emissions testing and safety inspection industry contains numerous small owner-operators. Auto repair shops, tire stores, oil change stores, muffler shops, service stations, and other emissions testing stations may offer this service. There are no national competitors at this time. We expect competition from local operators at all of our locations. We estimate our total number of competitors to be several thousand across all the markets in which we operate. We expect such competition whenever and wherever we open or acquire a station. Our market share is too small to measure. Our revenue from emissions testing is affected primarily by the number of emissions and safety tests our stations perform, and the price charged per test. Other emissions testing operators may have greater financial resources than us, which may allow them to obtain more expensive and advantageous locations for testing stations, provide services in addition to emissions testing, charge lower prices, and advertise and promote their businesses more effectively than we do. For example, some of our competitors in Atlanta charge only $15.00 to test a vehicle’s emissions rather than the $25.00 maximum allowed under Georgia law. As a result, we have had to reduce or discount our fees in some of our Atlanta stations. We intend to compete by creating brand awareness through advertising, standard building style and facade, consistent color scheme and uniform, and superior customer experience. Although we believe our stations are well positioned to compete, we cannot assure you that our stations will maintain, or increase, their current testing volumes and revenues.

Research and Development

We have not spent any material amount of time or money on research and development, and do not anticipate doing so in the future.

Compliance with Environmental Laws

There are no environmental laws applicable to the vehicle emissions and safety inspection business.

Employees

At December 31, 2014, we employed 53 full-time and part-time employees. None of our employees are represented by a union.

SEC Filings

We file annual, quarterly and current reports, proxy and information statements and other information with the Securities and Exchange Commission (the “SEC”). All material we file with the SEC is publicly available at the SEC’s Public Reference Room at 100 F Street NE, Room 1580, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that is filed electronically with the SEC.

Website Access

Our website address is www.speedemissions.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished with the SEC pursuant to the Securities Exchange Act of 1934, as amended, will be available free of charge on our website www.speedemissions.com (under “Investor Relations”) as soon as reasonably practicable after the reports are filed with the SEC. Information on our website is not incorporated by reference into this Annual Report.

Item 1A. Risk Factors

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the other cautionary statements and risks described elsewhere and the other information contained in this report and in our other filings with the SEC, including subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We operate in a highly competitive environment that involves a number of risks. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. These known and unknown risks could materially and adversely affect our business, financial condition, operating results or liquidity, which could cause the trading price of our common stock to decline.

We may not have sufficient capital or available cash to continue as a going concern.

Our revenues during the years ended December 31, 2014, 2013 and 2012 and to date in 2015 have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. We have experienced recurring net losses from operations, which have caused an accumulated deficit of $21,317,903 at December 31, 2014. We had a working capital deficit of approximately $1,042,000 at December 31, 2014 compared to a working capital deficit of approximately $2,060,000 at December 31, 2013. Our ability to continue as a going concern will depend upon our ability to increase our revenues in the near term to attain profitable operations and to generate sufficient cash flow from operations. Should an increase in revenues not materialize, we will seek to further reduce operating costs to bring them in line with reduced revenue levels. Should we be unable to achieve near-term profitability and generate sufficient cash flow from operations, and if we are unable to sufficiently reduce operating costs, we would need to raise additional capital or increase our borrowings, or we would go out of business. No assurances can be given that operating costs can be sufficiently reduced, or if required, that additional capital or borrowings would be available to allow us to continue as a going concern. On December 8, 2014, using cash proceeds from the sale of five Utah stores, the Company paid all amounts due to TCA under the Credit Agreement, was released by TCA from any future claims related to previous alleged violations of the terms of the Credit Agreement and effectively terminated the Credit Agreement. However, due to the Company’s financial position, it has been unable to secure a replacement revolving credit agreement and must rely primarily on cash flow from operations to fund working capital needs. If we are unable to continue as a going concern, our shareholders will likely lose all of their investment in the Company. The audit report relating to the Consolidated Financial Statements for the years ended December 31, 2014 contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. At April 17, 2015, our cash balances were approximately $7,000.

We have suffered material operating losses and have a significant working capital deficit.

We incurred net losses of $773,180 and $814,482 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014, we had cash on hand of $21,729, a working capital deficit of $1,041,752, an accumulated deficit of $21,317,903, and a total shareholders’ deficit of $5,047,083. You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, have not generated net earnings on an annual basis. Various factors, such as economic conditions, regulatory and legislative considerations, and competition, have and may continue to impede our ability to generate earnings. We may not successfully address these risks and uncertainties or successfully implement our operating and acquisition strategies. If we fail to do so, we will likely go out of business. Even if we accomplish these objectives, we may not generate positive cash flows or profits.

Our line of credit with TCA was paid off and cancelled on December 8, 2014, and we have not been able to secure replacement financing.

On December 8, 2014, using cash proceeds from the sale of five of our six Utah stores, the Company paid all amounts due to TCA under the Credit Agreement and, was released by TCA from any future claims related to previous alleged violations of the terms of the Credit Agreement and effectively terminated the Credit Agreement. Due to the Company’s financial position, it has been unable to secure a replacement revolving credit agreement and must rely primarily on cash flow from operations to fund working capital needs. At April 17, 2015, the outstanding balance on the loan facility was $0, and our cash balances were approximately $7,000. We are dependent on our revenues in the very near term to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to landlords, vendors and service providers. No assurances may be given that the Company will be able to achieve sufficient levels of revenues in the near term to provide adequate levels of cash flow from store operations. Should we be unable to achieve near term profitability and generate sufficient cash flow from store operations, we would need to obtain new financing or raise additional capital in order to remain in business. We currently have very limited access to capital, including the public and private placement of equity securities and additional debt financing. There is no assurance that we will be able to raise sufficient capital or that any financing would be available or, if available, that we would be able to complete financing on satisfactory terms.

Continued adverse economic conditions may adversely affect our industry, business and results of operations, our ability to obtain additional financing, and the market price of our common stock.

Overall, during recent years, the business environment has been adverse for many households and businesses in the U.S. and worldwide. While economic conditions in our primary markets, as well as the U.S. and worldwide, have shown signs of improvement, there can be no assurance that this improvement will continue. These developments have and may continue to negatively affect our business, operating results, or financial condition in a number of ways. For example, current or potential customers, such as automotive dealerships, may delay or decrease spending with us or may not pay us or may delay paying us for previously provided services. In addition, if consumer spending does not increase, it may result in fewer sales of used automobiles that are subject to emissions testing and safety inspections. If our operating results do not improve significantly and our cash flow or capital resources prove inadequate, we will face even greater liquidity problems that would materially and adversely affect our results of operations and financial condition.

Our inability to pay landlords and vendors within normal trade payment terms could adversely impact our operations.

Our revenues during the years ended December 31, 2014, 2013 and 2012, as well as to date in 2015, have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. Due to insufficient cash flow from operations and borrowing limitations under our line of credit facility, we have been extending landlords and vendors beyond normal payment terms. Until such vendors are paid within normal payment terms, no assurances can be given that required services and materials needed to support our operations will continue to be provided. In addition, no assurances can be given that vendors will not pursue legal means to collect past due balances owed. Any interruption of services or materials would likely have an adverse impact on our operations.

To satisfy obligations to certain landlords and vendors, we have entered into a Section 3(a)(10) agreement with a third party, which has previously and will in the future require us to issue a significant number of shares of our common stock resulting in a significant dilution of ownership for current and future shareholders.

On December 13, 2013 and on January 10, 2014, the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act, in accordance with a Settlement Agreement between the Company and IBC, in the matter entitled IBC Funds, LLC, vs. SpeedEmissions, Inc., Case Nos. 2013 CA 008762 NC and 2014 CA 000153 (the “Actions”). IBC commenced the Actions against us to recover an aggregate of $205,643 of past-due accounts payable, which IBC had purchased from certain of our vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors (the “Assigned Accounts), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain research, technical, development and legal services. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding on December 13, 2013 and January 10, 2014.

The Settlement Agreement provides that in no event shall the number of shares of common stock issued by the Company to IBC or its designee in connection with the Settlement Agreement, when aggregated with all other shares of common stock then beneficially owned by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder), result in the beneficial ownership by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 9.99% of the common stock of the Company. Pursuant to the Settlement Agreement, the Company issued 59,098,059 of its common shares to IBC during the year ended December 31, 2014, in full satisfaction of all amounts due IBC under the Settlement Agreement.

We have a large amount of outstanding common stock held by a single shareholder, and a large amount of common stock that could be acquired by the same shareholder upon conversion of preferred stock.

Our largest shareholder, GCA Strategic Investment Fund Limited (“GCA”), and its affiliates, own 17,421,861 shares, or approximately 16.0%, of our common stock outstanding as of December 31, 2014. Upon conversion of their Series A Convertible Preferred Stock, GCA and its affiliates could own up to 21,699,359 shares of our common stock, which would represent 19.5% of our outstanding shares of common stock on a pro forma basis as of December 31, 2014. If the shareholder sold a large number of shares of our common stock into the public market, it could have a negative impact on our stock price. In addition, as a result of the shareholder’s ownership in the Company, the shareholder is able to exercise significant influence on our business including influence over election of our Board of Directors and the authorization of other corporate actions requiring shareholder approval. In deciding on how to vote on certain proposals, our shareholders should be aware that GCA and its affiliates may have interests that are different from, or in addition to, the interests of our other shareholders.

There are a large number of shares of preferred stock which if converted will result in substantial dilution of the current common shareholders’ interests.

As of April 17, 2015, there were 108,964,225 shares of common stock outstanding. If all preferred stock is converted to common stock, there will be 113,241,723 shares of common stock outstanding. As a result, a shareholder’s proportionate interest in the Company will be substantially diluted.

We are obligated to redeem a series of our preferred stock upon a change of control.

If a person or group of persons other than GCA acquires beneficial ownership of 33 1/3% or more of the outstanding shares of common stock without the prior written consent of GCA, we could be required to redeem the Series A Convertible Preferred Stock issued to GCA at the greater of (i) the original issue price of $1,000 per share or (ii) the number of shares of common stock into which the redeemed shares may be converted multiplied by the market price of the common stock at the time of the change in control. Based on the 5,133 shares of Series A Convertible Preferred Stock currently outstanding, if this redemption were triggered, we would be required to pay the holders of these shares an aggregate of at least $5,133,000. This restriction will likely deter any proposed acquisition of our stock and may make it more difficult for us to attract new investors, as any mandatory redemption of the preferred shares will materially adversely affect our ability to remain in business and significantly impair the value of our common stock.

There is an extremely limited market for our common stock.

There is an extremely limited trading market for our common stock. Although our common stock is quoted on the OTC Bulletin Board, there are very few trades of our shares. Currently, there are no consistent market makers in our common stock. Making a market in securities involves maintaining bid and ask quotations and being able to effect transactions in reasonable quantities at those quoted prices, subject to various securities laws and other regulatory requirements. The development and maintenance of a public trading market depends, however, upon the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. Market makers on the OTC Bulletin Board are not required to maintain a continuous two-sided market, are required to honor firm quotations for only a limited number of shares, and are free to withdraw firm quotations at any time. Even with a market maker, factors such as our losses from operations for each of the past three years, the large number of shares reserved for issuance upon exercise of existing warrants or options or the conversion of outstanding shares of preferred stock, and the small size of our Company mean that it is unlikely that an active and liquid market for our common stock will develop in the foreseeable future. Even if a market develops, we cannot assure you that a market will continue, or that shareholders will be able to resell their shares at any price. You should carefully consider the limited liquidity of your investment in our common stock.

Because we are subject to the “penny stock” rules, the level of trading activity in our common stock may be reduced.

As noted above, our common stock is quoted on the OTC Bulletin Board. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on The NASDAQ Stock Market. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

We do not intend to pay dividends on our common stock.

We have never declared or paid any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.

We may issue additional shares of common or preferred stock, which may dilute the interests of our shareholders and may adversely impact the market price of our common stock.

We are currently authorized to issue up to 250,000,000 shares of common stock, of which 108,964,225 shares are outstanding as of December 31, 2014, and up to 5,000,000 shares of preferred stock, of which 5,133 shares are outstanding as of December 31, 2014. We may need to raise additional capital in the future by issuing additional shares of common and/or preferred stock. If we determine, for any reason, that we need to raise capital, our Board of Directors generally has the authority, without action by or vote of the shareholders, to issue all or part of any authorized but unissued shares of stock for any corporate purpose, including issuance of equity-based incentives under or outside of our equity compensation plans. Additionally, we are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities. Any issuance of additional shares of common stock or preferred stock will dilute the percentage ownership interest of our shareholders and may dilute the book value per share of our common stock.

We depend upon government laws and regulations that may be changed in ways that may impede our business.

Our business depends upon government legislation and regulations mandating air pollution controls and vehicle safety. At this time, Georgia, Missouri and Utah laws are especially important to us because all of our existing emissions testing and safety inspection services are conducted in those states. Changes in federal, state or local laws that govern or apply to our operations could have a materially adverse effect on our business. Federal vehicle emissions testing law may evolve due to technological advances in the automobile industry creating cleaner, more efficient automobiles which could affect current testing policy and procedures in our markets. For example, the Utah State Legislature passed an amended version of Utah House Bill 298, titled Motor Vehicle Safety Inspection Amendments on March 9, 2012. Signed by the Governor, the final bill amends Utah’s existing auto safety inspection law and became effective on January 1, 2013. The new bill requires vehicle safety inspections on vehicles which are four, eight and 10 years old, and then annually for the rest of the vehicle’s life, rather than on odd/even model years for vehicles less than eight years old and annually for all other vehicles under the former law. Vehicle emissions testing laws in Utah were not impacted by Utah House Bill 298. This change will reduce the number of vehicles required to be tested in any given year. Other changes that would adversely affect us would be a reduction in the price we can charge customers for our testing service, an increase in the fees we must pay to the state in order to operate emissions testing stations in its jurisdiction, and the adoption of a centralized system whereby the state, as opposed to private operators, performs vehicle emissions testing. The legislatures in the states in which we operate routinely have bills sponsored which would reduce or eliminate the need for our services in these states. No assurances can be made that changes in federal or state law would not have a materially adverse effect on the vehicle emissions testing and safety inspection industry generally or, specifically, on our business.

Because the emissions testing and safety inspection industry is highly competitive, we may lose customers and revenues to our competitors.

Our testing stations face competition from other emissions testing and safety inspection operators that are located near our sites. The markets we operate in are highly fragmented and our competitors generally consist of independent auto repair service providers, service stations, oil and tire repair stores and independent test-only facilities that may only operate a single station. We estimate our total number of competitors to be several thousand across all the markets in which we operate. We expect such competition whenever and wherever we open or acquire a station. Our revenue from emissions testing and safety inspections is affected primarily by the number of vehicles our stations service and the price charged per test. Other emissions testing operators may have greater financial resources than us, which may allow them to obtain more expensive and advantageous locations for testing stations, to provide services in addition to emissions testing, to charge lower prices than we do, and to advertise and promote their businesses more effectively than we do. For example, some of our competitors in Atlanta charge only $15.00 to test a vehicle rather than the $25.00 maximum allowed under Georgia law. As a result, we have reduced our fees in several of our Atlanta stations. Although we believe our stations are well positioned to compete, we cannot assure you that our stations will maintain, or increase, their current testing volumes and revenues. A decrease in testing volume or a further decline of the test fee as the result of competition or other factors could materially impair our profitability and our cash flows, thereby adversely affecting our business and the value of our common stock.

We may be unable to generate adequate revenue from our new iPhone application, Carbonga, to cover our development expenses or our sales and marketing expenditures spent to promote Carbonga.

We may be unable to attract enough consumers to cover our development expenses or our sales and marketing expenses to promote our iPhone application, Carbonga. Our profitability could be adversely affected if we are unable to attract and retain paying customers for Carbonga to cover our ongoing expenses related to Carbonga.

The loss of Richard A. Parlontieri, our President and Chief Executive Officer, and the inability to hire or retain other key personnel, would adversely affect our ability to manage and control our business.

Our business now depends primarily upon the efforts of Mr. Richard A. Parlontieri, who currently serves as our President, Chief Executive Officer and Chief Financial Officer. We believe that the loss of Mr. Parlontieri’s services would have a materially adverse effect on us. In this regard, we note that we have entered into a rolling three-year employment agreement with Mr. Parlontieri. We maintain key-man life insurance on Mr. Parlontieri. We may not be able to attract, or retain, competent, qualified and experienced individuals to direct and manage our business due to our limited resources. The absence of skilled persons within our company will have a materially adverse effect on us and the value of our common stock.

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations, which could result in substantial losses for investors.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date, and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the risk factors listed in Item 1A and the following factors may affect our operating results:

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Quarterly variations in operating results;

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Any significant sale of stock or exercise of warrants by any of our existing shareholders;

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Announcements by us or our competitors of new products, significant contracts, acquisitions or strategic relationships;

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Publicity about our company, management, products or our competitors;

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Additions or departures of key personnel;

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Regulatory changes affecting the price we are allowed to charge or the fees required to be remitted to the state for emissions and safety services;

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Reduced commercial or consumer spending due to the current economic slowdown in the United States;

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Any future sales of our common stock or other securities; and

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Stock market price and volume fluctuations of publicly traded companies.

These and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock.

Our business is affected by the seasonal nature of vehicle registrations.

Our business is affected by the seasonal nature of vehicle registrations in Missouri and Utah. Vehicle registrations and related emissions testing and safety inspections in these states are generally required annually based on the month in which the vehicle is purchased. Historically, this has resulted in lower registrations and emissions and safety test volumes during the winter months, our first and fourth quarters. Prior quarterly results are not indicative of our first or fourth quarter results.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price

We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal control over financial reporting for our fiscal year ended December 31, 2014. Testing and maintaining internal control can divert our management’s attention from other matters that are important to our business. We expect to incur increased expense and to devote additional management resources to Section 404 compliance. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we conclude that our internal control over financial reporting is not effective, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or their effect on our operations since there is presently no precedent available by which to measure compliance adequacy. If we are unable to conclude that we have effective internal control over financial reporting then investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We rely extensively on computer systems to process transactions, summarize results and manage our business. Disruptions in these systems could harm our ability to run our business.

Given the number of individual transactions we process each year, it is critical that we maintain uninterrupted operation of our computer and communications hardware and software systems. Our systems could be subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches by hackers, including breaches of our transaction processing or other systems that result in the compromise of confidential customer data, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees. If our systems are breached, damaged or cease to function properly, we may have to make a significant investment to fix or replace them, we may suffer interruptions in our operations in the interim, we may face costly litigation, and our reputation with our customers may be harmed. Any material interruption in our computer operations may have a material adverse effect on our business or results of operations. The risk of disruption is increased in periods where complex and significant systems changes are undertaken.

If we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions or private litigation, and our reputation could suffer.

The nature of our business involves the receipt and storage of personal information about our customers. If we experience a data security breach, we could be exposed to government enforcement actions and private litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to discontinue usage of our services. The loss of confidence from a data security breach involving employees could hurt our reputation.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Corporate Office

We rent our general corporate offices located at 1015 Tyrone Road, Suite 710, Tyrone, Georgia, which consists of approximately 2,000 square feet of office space with a term that expires on October 31, 2017.

Testing Facilities

We lease the land and buildings we use in our emissions testing and safety inspection stations in Atlanta, St. Louis and Salt Lake City. All of our facilities are believed to be in adequate condition for their intended purposes and adequately covered by insurance. The following table shows the store locations for our 23 stores as of December 31, 2014:

Location	Number of Stores
Georgia		21
Missouri		1
Utah		1
Total		23

Item 3. Legal Proceedings

In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.

During 2010, the Company filed a Demand for Arbitration claim for $2,900,000, plus legal fees, against the former owners of Mr. Sticker, Inc. (“Mr. Sticker”), David E. Smith, Barbara Smith and Grant Smith. The Company purchased Mr. Sticker from the Smiths on June 30, 2005 for $3,100,000. The Company asserted that the Smith’s interfered with the continuation of the acquired business and the renewal of certain leases held by the Smiths or by controlled entities of the Smiths related to the acquisition of Mr. Sticker by the Company. The Company further asserted breach of contract, fraud and fraudulent inducement and tortuous interference by the Smiths. During April 2013, the Company was advised by the Texas Court of Appeals that a key legal position of the Company was denied, thereby preventing the Company from proceeding with its arbitration claim. The Company had the option to appeal this ruling to the Texas Supreme Court, but the Company decided in June 2013 not to appeal the court’s decision and abandoned all claims under this lawsuit.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is currently quoted on the OTC Bulletin Board under the symbol “SPMI”. Although our common stock is quoted on the OTC Bulletin Board, there has been limited trading, at widely varying prices, and trading to date has not created an active market for our common stock. Thus, the prices at which trades occurred may not be representative of the actual value of our common stock. On a number of days during this period, there were no trades at all in our common stock.

The following tables set forth, for the periods indicated, the high and low bids of our common stock. The following quotations reflect inter-dealer prices, without retail markup, mark-down or commission, and may not represent actual transactions.

	High		Low
Fiscal year ended December 31, 2013:
First Quarter	$	0.010	$	0.010
Second Quarter	$	0.012	$	0.012
Third Quarter	$	0.062	$	0.057
Fourth Quarter	$	0.034	$	0.020

Fiscal year ended December 31, 2014:
First Quarter	$	0.009	$	0.007

High

Low

Second Quarter	$	0.006	$	0.006
Third Quarter	$	0.003	$	0.003
Fourth Quarter	$	0.002	$	0.002

Fiscal year ended December 31, 2015:
First Quarter (Through April 10)	$	0.004	$	0.001

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

Holders

As of December 31, 2014 and April 17, 2015, there were 108,964,225 and 108,964,225 shares of our common stock outstanding, respectively, held by approximately 127 shareholders of record. As of December 31, 2014 and April 17, 2015, there were 5,133 shares of Series A Convertible Preferred Stock issued and outstanding and held of record by two shareholders.

Dividends

We have never declared or paid a cash dividend on our common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared on our common stock in the future will be at the discretion of our Board of Directors.

We previously were obligated to pay cumulative dividends at an annual rate of 7% on the outstanding Series A Convertible Preferred Stock. At our option, we could have paid these dividends in cash or in additional shares of our common stock. On October 14, 2005, the holders of Series A Convertible Preferred Stock consented to the termination of dividend accruals on the Series A Convertible Preferred Stock, pursuant to the terms of the Exchange Agreement entered into with GCA. GCA exchanged the $302,847 in cumulative dividends due and unpaid under 2,500 shares of Series A Convertible Preferred Stock through October 14, 2005 for additional shares of Series A Convertible Preferred Stock and warrants to purchase common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

We have adopted four stock option plans. On May 15, 2001, our directors and shareholders approved the SKTF, Inc. 2001 Stock Option Plan, effective June 1, 2001. At our annual shareholders meeting on August 27, 2003, our shareholders approved an amendment to the plan, changing its name to the Speedemissions, Inc. 2001 Stock Option Plan, and increasing the number of shares of our common stock available for issuance under the plan from 60,000 shares to 100,000 shares. As of December 31, 2014, we have no issued and outstanding options under this plan. The Company does not anticipate granting any additional options under the 2001 Plan in the future.

At our 2005 annual meeting, the shareholders approved the 2005 Omnibus Stock Grant and Option Plan (the “2005 Plan”), effective September 1, 2005. The 2005 Plan authorizes us to issue options for up to 250,000 shares of our common stock. For purposes of the 2005 Plan, each year of the plan commences on September 1. On September 1 of each new plan year, the number of shares available for issuance in the 2005 Plan was automatically adjusted to an amount equal to 10% of outstanding shares of common stock on August 31 of the immediately preceding plan year. On August 26, 2008, we amended and restated the 2005 Plan (“2005 Restated Plan”) to terminate this annual automatic adjustment provision. As a result of the previous automatic adjustments, there are 303,498 options available for issuance under the 2005 Restated Plan as of December 31, 2014. As of December 31, 2014, there were 5,000 options issued and outstanding under the 2005 Restated Plan at an exercise price of $1.00 per share.

At our 2006 annual meeting, the shareholders approved and adopted the 2006 Stock Grant and Option Plan (the “2006 Plan”), effective September 18, 2006. We may issue options for up to 2,000,000 shares of our common stock under the 2006 Plan. As of December 31, 2014, we have 54,000 options issued and outstanding under the 2006 Plan at an exercise price of $0.57 per share.

At our 2008 annual meeting, the shareholders approved and adopted the 2008 Stock Grant and Option Plan (the “2008 Plan”), effective May 19, 2008. We may issue options for up to 5,000,000 shares of our common stock under the 2008 Plan. As of December 31, 2014 we have no issued and outstanding options under the 2008 Plan.

As of December 31, 2014, the aggregate information with respect to our equity compensation plans is as follows:

Plan Category	Number of Securities to be issued upon exercise of outstanding options (a)		Weighted-average exercise price of outstanding options (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		59,000	$	0.61		1,225,463

Equity compensation plans not approved by security holders		N/A		N/A		N/A

Total		59,000	$	0.61		1,225,463

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

All sales of unregistered securities for the past two years have been previously reported on either Form 10-Q, Form 10-K or Form 8-K filed with the Securities and Exchange Commission.

Item 6. Selected Financial Data

As a smaller reporting company, we are not required to provide the information required by this Item pursuant to 301(c) of Regulation S-K.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Disclaimer Regarding Forward Looking Statements

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. The words “may,” “would,” “should,” “will,” “assume,” “believe,” “plan,” “expect,” “anticipate,” “could,” “estimate,” “predict,” “goals,” “continue,” “project,” and similar expressions or the negative of these terms or other comparable terminology are meant to identify such forward-looking statements. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the SEC, including those set forth under “Item 1A. Risk Factors,” in this Annual Report on Form 10-K as well as subsequently filed Quarterly Reports on Form 10-Q.

Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Current Financial Position and Liquidity

Our revenues during the years ended December 31, 2014 and 2013 and to date in 2015 have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. We have experienced recurring net losses from operations, which have caused an accumulated deficit of $21,317,903 at December 31, 2014. We had a working capital deficit of approximately $1,042,000 at December 31, 2014 compared to a working capital deficit of approximately $2,060,000 at December 31, 2013. Our near-term liquidity and ability to remain in business is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to vendors and service providers. No assurances can be given that the Company will be able to achieve sufficient levels of revenues in the near-term to provide adequate levels of cash flow from operations. Should an increase in revenues not materialize, we will seek to further reduce operating costs to bring them in line with reduced revenue levels. Should we be unable to achieve near-term profitability and generate sufficient cash flow from operations, and if we are unable to sufficiently reduce operating costs, we would need to raise additional capital or increase our borrowings, or we would go out of business. We currently have very limited access to capital, including the public and private placement of equity securities and additional debt financing. No assurances can be given that additional capital or borrowings would be available to allow us to continue as a going concern. (See Note 1 to the Consolidated Financial Statements).

On June 8, 2012, the Company entered into a revolving line of credit agreement (the “Credit Agreement”) with TCA Global Credit Master Fund, LP (“TCA”), pursuant to which TCA agreed to loan the Company up to a maximum of $2,000,000 for working capital purposes. In June 2012, the Company obtained a loan from TCA in the amount of $350,000 to use for working capital purposes and, in October 2012, the Company entered into the First Amendment to Credit Agreement with TCA (the “Amended Credit Agreement”) pursuant to which the Company received an additional loan in the amount of $550,000 to use for the purchase of five emissions testing stores owned by Auto Emissions Express, LLC, a Georgia corporation (“AEE”). On October 23, 2013, the Company entered into the Second Amendment to Credit Agreement with TCA (the “Second Amended Credit Agreement”), pursuant to which TCA agreed to increase the revolving loan from $900,000 to $1,300,000 and, in connection therewith, the Company received an additional loan in the amount of $400,000 to finance the acquisition of the remaining seven emission testing centers owned by AEE and to provide working capital (see also Note 9 to the financial statements).

On June 30, 2014, due to insufficient cash flow, we ceased making required monthly principal payments on our line of credit facility with TCA and were in default under the terms of the Credit Agreement at that time. On August 6, 2014, we received notice of Demand for Payment of $791,207 before the close of business on Monday, August 19, 2014. According to the notice, the demand was a result of failure to make timely payments. Also, demand was made of Richard Parlontieri personally, as guarantor, pursuant to the Validity Guaranty, dated June 8, 2012 and affirmed and ratified on October 23, 2013 (the “Guaranty”). Under the terms of the Guaranty, Mr. Parlontieri agreed that the Company would maintain ownership of all collateral and would refrain from disposing or encumbering any collateral without TCA’s express written consent. TCA alleged that Mr. Parlontieri had not complied with this agreement and was in default of the Guaranty. On December 8, 2014, using cash proceeds from the sale of five of our Utah stores, the Company paid all amounts due to TCA under the Credit Agreement, was released by TCA from any future claims related to previous alleged violations of the terms of the Credit Agreement and effectively terminated the Credit Agreement. Due to the Company’s financial position, it has been unable to secure a replacement revolving credit agreement and must rely primarily on cash flow from operations to fund working capital needs.

Overview

As of December 31, 2014 we operated 23 vehicle emissions testing and safety inspection stations and three mobile units in three separate markets, Atlanta, Georgia; St. Louis, Missouri; and Salt Lake City, Utah.

We perform vehicle emissions testing and safety inspections in certain cities in which vehicle emissions testing is mandated by the EPA. We use computerized emissions testing and safety inspections equipment that test vehicles for compliance with vehicle emissions and safety standards as determined by each state. Our revenues are generated from the test or inspection fee charged to the registered owner of the vehicle. We do not provide automotive repair services.

We charge a fee for each test, whether the vehicle passes or not, and a portion of that fee is remitted to the state governing agency.

Results of Operations

Year ended December 31, 2014 compared to the year ended December 31, 2013

Our revenue, cost of emission certificates (our cost of goods sold), store operating expenses, general and administrative expenses, gain from disposal of non-strategic assets and operating loss for the year ended December 31, 2014 as compared to the comparable year ended December 31, 2013 were as follows:

	Year Ended December 31,						Percentage Change
	2014			2013			Percentage Change
Revenue	$	5,578,693		$	7,095,937			(21.4	)%
Cost of emission certificates		1,041,149			1,493,183			(30.3	)%
Store operating expenses		4,034,821			5,084,345			(20.6	)%
General and administrative expenses		1,024,874			1,082,865			(5.4	)%
Gain from disposal of non-strategic assets		(789,166	)		(83,846	)		841.2	%
Goodwill impairment expense		723,073			107,739			571.1	%
Operating loss	$	(456,058	)	$	(588,349	)		(22.5	)%

Revenue. For the year ended December 31, 2014, revenue decreased $1,517,244 or 21.4% to $5,578,693 compared to $7,095,937 in the prior year. The decrease in revenue was primarily due to the sale of 11 stores during 2014 and the closing of another 10 stores during 2014. The combined sale and closing of these 21 stores resulted in a decrease of $2,066,934 in revenue from 2013 to 2014. Partially offsetting this revenue decrease was a revenue increase of $471,741 due to the purchase of seven new stores during December 2013 and an increase of $77,949 or 2.9% in revenues from same store operations during 2014.

Cost of emission certificates. Cost of emission certificates decreased $452,034 or 30.3% to $1,041,149 in the year ended December 31, 2014 and was 18.7% of revenue, compared to $1,493,183 and 21.0% of revenue during 2013. The aggregate decrease in the cost of emission certificates over the comparable period was due primarily to the previously described sale and closing of 21 stores during 2014. The decrease in cost of emission certificates as a percent of revenues from 21.0% during 2014 to 18.7% during 2013 is due to the effect of selling all remaining Texas stores during 2014 where cost of emission certificates is approximately 35% of revenues while cost of emission certificates for the Georgia stores is approximately 21% of revenues.

Store operating expenses. Our store operating expenses decreased $1,049,524 or 20.6% to $4,034,821 for the year ended December 31, 2014 and was 72.3% of revenue, compared to $5,084,345 or 71.7% of revenue during 2013. The decrease in store operating expenses was primarily due to the sale of 11 stores during 2014 and the closing of another 10 stores during 2014. The combined sale and closing of these 21 stores resulted in a decrease of $1,447,343 in store operating expenses from 2013 to 2014. Partially offsetting this store operating expense decrease was a store operating expense increase of $347,742 due to the purchase of seven new stores during December 2013 and an increase of $50,078 or 2.6% in store operating expenses from same store operations during 2014. The primary cause of the $50,078 increase in same store operating expenses was due to $44,481 in wage increases.

General and administrative expenses. For the year ended December 31, 2014, our general and administrative expenses decreased $57,991 or 5.4% to $1,024,874 from $1,082,865 in 2013. The decrease in general and administrative expenses was primarily due to write-off of accrued expenses on closed stores, reduced wage expense and reduced finance charges in the amounts of $94,849, $48,609 and $20,433, respectively. These expense decreases were partially offset by increases in legal and accounting expenses and bank charges of $84,893 and $24,587, respectively.

Gain from disposal of non-strategic assets. For the year ended December 31, 2014, we recognized a gain of $789,166 from the disposal of non-strategic assets, compared to a gain of $83,846 from the disposal of non-strategic assets in the year ended December 31, 2013. The significant increase in the gain from 2013 to 2014 was primarily due to the sale of assets associated with 11 stores during 2014, while during 2013 we sold the assets comprising three stores. Additionally, the five stores we sold in Utah during 2014 were highly profitable and consequently sold for a significantly higher price.

Goodwill impairment expense. We determined that goodwill recorded from the acquisition of the following business was impaired as of December 31, 2014.

2014 Goodwill Impairment:

Five stores acquired from	Acquisition Date	Goodwill Impairment Expense
Just, Inc.	September 8, 2005	$	365,378
Auto Emissions Express, LLC.	November 30, 2012		61,091
Auto Emissions Express, LLC.	October 25, 2013		296,604
Total		$	723,073

The estimated fair value of goodwill was determined using discounted cash flow models. Due to an overall decline in the financial performance and anticipated future performance the Just, Inc and Auto Emissions Express, LLC stores, it is estimated that future cash flows from these stores would not be sufficient to cover the carrying value of their goodwill. The amount of goodwill impaired in 2014 was $723,073 and is recorded in the accompanying consolidated statements of operations for the year ended December 31, 2014.

Operating loss. Our operating loss decreased by $132,291 or 22.5% in the year ended December 31, 2014 and was $456,058 compared to an operating loss of $588,349 in the year ended December 31, 2013. The primary cause of this decrease was a decline in operating expenses that exceeded the decline in revenues by $42,306 plus a net gain of $89,985 resulting from the net change in gain from sale of non-strategic assets less goodwill impairment expense.

Interest income, interest expense and net loss and basic and diluted loss per share. Our interest income, interest expense, net loss and basic and diluted loss per share for the year ended December 31, 2014, as compared to the year ended December 31, 2013, were as follows:

	2014			2013
Operating loss	$	(456,058	)	$	(588,349	)
Interest income		4,115			5,020
Interest expense		(321,237	)		(231,153	)
Net loss	$	(773,180	)	$	(814,482	)
Basic and diluted net loss per share	$	(0.01	)	$	(0.02	)
Weighted average shares outstanding, basic and diluted		85,845,293			35,623,871

The increase of $90,084 in interest expense during 2014, compared to 2013, was primarily the result increased interest costs related to short term borrowings (see also note 9 to financial statements).

Net loss and basic and diluted net loss per share. Our net loss decreased by $41,302 from $814,482 in 2013 to $773,180 in 2014. Our basic and diluted net loss per share in the years ended December 31, 2013 and 2014 was $0.02 and $0.01, respectively.

Liquidity and Capital Resources

Introduction

Net loss for the year ended December 31, 2014 was $773,180 or ($0.01) per share, compared to a net loss of $814,482 or ($0.02) per share for the year ended December 31, 2013. Revenues for the year ended December 31, 2014 decreased $1,517,244, or 21.4%, to $5,578,693 from $7,095,937 in the year ended December 31, 2013. As of December 31, 2014, we had cash on hand of $21,729, a working capital deficit of $1,041,752, an accumulated deficit of $21,317,903 and total shareholders’ deficit of $5,047,083.

Effective October 25, 2013, the Company purchased, for $150,000 in cash and a $200,000 note payable, certain assets of AEE. The assets purchased consisted of the operating assets of seven emissions testing stations, which the Company intends to continue to operate under the Auto Emissions Express name. The Company incurred $6,020 in legal costs related to the acquisition of the seven AEE stores. These legal costs are included in the general and administrative expenses of the Company as reported in its consolidated statements of operations for the year ended December 31, 2013. The Company made the acquisition to increase its market share in the Atlanta, Georgia, area and to reduce average overhead costs per station by acquiring locations, which could be controlled by a local management team, using existing resources. These circumstances were the primary contributing factors for the recognition of goodwill as a result of this acquisition. Goodwill, in the amount of $296,604 was determined using the residual method based on an appraisal of the assets acquired and commitments assumed in the transaction. The purchase price was paid in cash using funds available under our existing credit agreement with TCA.

On June 30, 2014, due to insufficient cash flow, we ceased making required monthly principal payments on our line of credit facility with TCA and were in default under the terms of the Credit Agreement at that time. On August 6, 2014, we received notice of Demand for Payment of $791,207 before the close of business on Monday, August 19, 2014. According to the notice, the demand was a result of failure to make timely payments. Also, demand was made of Richard Parlontieri personally, as guarantor, pursuant to the Validity Guaranty, dated June 8, 2012 and affirmed and ratified on October 23, 2013 (the “Guaranty”). Under the terms of the Guaranty, Mr. Parlontieri agreed that the Company would maintain ownership of all collateral and would refrain from disposing or encumbering any collateral without TCA’s express written consent. TCA alleged that Mr. Parlontieri had not complied with this agreement and was in default of the Guaranty. On December 8, 2014, using cash proceeds from the sale of five of our six Utah stores, the Company paid all amounts due to TCA under the Credit Agreement, was released by TCA from any future claims related to previous alleged violations of the terms of the Credit Agreement and effectively terminated the Credit Agreement.

Due to the Company’s financial position, it has been unable to secure a replacement revolving credit agreement and must rely primarily on cash flow from operations to fund working capital needs. At April 17, 2015, our cash balances were approximately $7,000. We do not believe that our existing cash and cash flows from operations will be sufficient to support our operating and investing needs for at least the next twelve months. Our near term liquidity and ability to continue as a going concern is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to vendors and service providers. No assurances may be given that the Company will be able to achieve sufficient levels of revenues in the near term to provide adequate levels of cash flow from operations. If the Company is unable to achieve near term profitability and generate sufficient cash flow from operations, we would need to raise additional capital or obtain new financing. We currently have very limited access to capital, including the public and private placement of equity securities and additional debt financing. There is no assurance that such capital or financing would be available or, if available, that we would be able to complete a capital raise or financing on satisfactory terms.

During 2014, we sold the assets comprising six of our Houston, Texas stores for a combined amount of $220,000, consisting of $152,500 in cash and a note receivable for $67,500. The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest.

On December 5, 2014, we sold the assets comprising five of our Salt Lake City, Utah stores for $1,350,000 in cash. After taking into consideration the sale of these five emissions testing centers and the closing of another store in January 2015, we now operate, as of April 17, 2015, 22 emission testing centers in Atlanta, Georgia, St. Louis, Missouri and Salt Lake City, Utah metropolitan areas, plus three mobile testing units in the Atlanta, Georgia area.

Our cash, current assets, total assets, current liabilities, total liabilities, Series A convertible preferred stock and total shareholders’ equity as of December 31, 2014 as compared to December 31, 2013 were as follows:

	As of December 31, 2014			As of December 31, 2013			Change
Cash	$	21,729		$	65,854		$	(44,125	)
Total current assets		158,436			367,287			(208,851	)
Total assets		828,446			2,748,270			(1,919,824	)
Total current liabilities		1,200,188			2,427,208			(1,227,020	)
Total liabilities		1,296,183			2,616,625			(1,320,442	)
Series A convertible preferred stock		4,579,346			4,579,346			—
Total shareholders’ (deficit) equity		(5,047,083	)		(4,447,701	)		(599,382	)

For the year ended December 31, 2014, our net cash used in operating activities was $878,249, as compared to net cash used in operating activities of $90,033 for the year ended December 31, 2013. Negative operating cash flows during 2014 were primarily created by a net loss of $773,180, a gain on the disposal of assets of $789,166 and a decrease in accounts payable and accrued liabilities of $415,849. Offsetting the negative operating cash flows was a goodwill impairment expense of $723,073 plus depreciation and amortization of $256,534. Depreciation and amortization includes $99,958 representing amortization of loan origination costs associated with the TCA line of credit.

Negative operating cash flows during 2013 were primarily created by a net loss of $814,482, a gain on the disposal of assets of $83,846, an increase of $19,478 in other current assets and a decrease in other liabilities of $11,401. Offsetting the negative operating cash flows was an increase of $377,711 in accounts payable and accrued liabilities plus depreciation and amortization of $281,248 and goodwill impairment expense of $107,739. Depreciation and amortization includes $99,856 representing amortization of loan origination costs associated with the TCA line of credit.

Inflation has not had an abnormal or unanticipated effect on our operations. Our cost of emission certificates does not fluctuate from year to year as the fee we pay to the state or local government agency remains constant over the state’s contract period with the administrator, which is usually five to seven years.

As of December 31, 2014, we had a shareholders’ deficit of $5,047,083 compared to shareholders’ deficit of $4,447,701 at December 31, 2013. The shareholders’ deficit mainly resulted from our history of net operating losses.

Sources and Uses of Cash

Net cash provided by investing activities was $1,572,030 for the year ended December 31, 2014. Net cash used in investing activities was $52,194 for the year ended December 31, 2013. The large increase in proceeds from investing activities was $1,508,388 in proceeds from asset sales.

Our primary source of investment capital during 2014 was $1,350,000 received in the sale of five of our Utah stores and $152,500 received for the sale of six Texas stores.

Our capital investments made during 2013 primarily involved $150,000 used in the acquisition of seven AEE stores and $35,284 used to purchase equipment for existing stores reduced by proceeds from the disposal of non-strategic assets in the amount of $81,090 and proceeds from a note receivable of $52,000.

Net cash used in financing activities was $737,906 for the year ended December 31, 2014, compared to net cash provided by financing activities of $153,960 for the year ended December 31, 2013. Net cash used in financing activities during 2014 included proceeds of $949,226 from the line of credit, payments of $1,888,471 on the line of credit, $166,122 in payments on short term notes payable and $100,000 used to repurchase 2,074,689 shares of our common stock. These payments were offset by $297,077 in proceeds from notes payable and $213,848 in stock issued for debt. Net cash provided by financing activities during 2013 was used for payments on capitalized leases of $28,043, payments to obtain financing of $19,950 and payments on equipment financing obligations in the amount of $8,893. These payments were offset by $195,646 in net proceeds received from our line of credit.

Critical Accounting Policies

The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with its Board of Directors, the Company has identified the following critical accounting policies that require management’s most difficult, subjective judgments:

Impairment of Long-Lived Assets and Goodwill – The Company reviews long-lived assets such as property, plant and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the assets, an impairment loss is recognized for the excess of the carrying value over the fair value of the long-lived assets.

Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. We utilize a discounted cash flow analysis to determine a reporting unit’s fair value. The methodology used in estimating discounted cash flows is inherently complex and involves significant management assumptions, including expected revenue growth and increases in expenses, to determine an appropriate discount rate and cash flows. Using discount rates for each reporting unit that were determined based on available market data and estimating cash flows for each reporting unit, our goodwill was impaired during 2014 or as of December 31, 2014. Estimated cash flows extend into the future and, by their nature, are difficult to determine over an extended timeframe. Factors that have and may significantly affect the estimates, and ultimately their carrying amount in our financials, include, among others, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures and technology, government regulation and changes in discount rates or market sector conditions. Significant changes in these assumptions could affect the Company’s need to record an impairment charge.

Deferred Tax Asset Valuation Allowance – Deferred tax assets are recognized for deductible temporary differences, net operating loss carry-forwards and tax credit carry-forwards, if it is more likely than not that the tax benefits will be realized. Realization of our deferred tax assets is dependent upon generating sufficient future taxable income prior to the expiration of the loss and tax credit carry-forwards. The valuation allowance increased $141,000 in the year ended December 31, 2014. At December 31, 2014 and at December 31, 2013, net deferred tax assets of $6,770,000 and $6,629,000, respectively, were fully reserved by a valuation allowance.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item, pursuant to 305(e) of Regulation S-K.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statements of Shareholders’ Deficit	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders

Speedemissions, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Speedemissions, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Porter Keadle Moore, LLC

Atlanta, Georgia

April 22, 2015

F-1

Speedemissions, Inc. and Subsidiaries

Consolidated Balance Sheets

as of December 31,

	2014			2013
Assets
Current assets:
Cash	$	21,729		$	65,854
Note receivable – current portion		41,679			32,000
Certificate and merchandise inventory		11,183			28,599
Deferred financing costs		-			99,958
Other current assets		83,845			140,876
Total current assets		158,436			367,287
Note receivable, net of current portion		52,974			61,954
Property and equipment, net		156,451			398,897
Goodwill		390,985			1,808,731
Other assets		69,600			111,401
Total assets	$	828,446		$	2,748,270
Liabilities and Shareholders’ Deficit
Current liabilities:
Line of credit	$	-		$	939,245
Notes payable		190,956			60,000
Accounts payable		696,192			810,512
Accrued liabilities		270,835			562,613
Current portion - capitalized lease obligations		25,845			25,863
Current portion - equipment financing obligations		10,292			13,155
Current portion - deferred rent		6,068			15,820
Total current liabilities		1,200,188			2,427,208
Capitalized lease obligations, net of current portion		35,396			65,187
Equipment financing obligations, net of current portion		-			10,791
Deferred rent		45,890			98,730
Other long term liabilities		14,709			14,709
Total liabilities		1,296,183			2,616,625
Commitments and contingencies
Series A convertible redeemable preferred stock, $.001 par value, 5,000,000 shares authorized, 5,133 shares issued and outstanding; liquidation preference: $5,133,000		4,579,346			4,579,346
Shareholders’ deficit:
Common stock, $.001 par value, 250,000,000 shares authorized, 111,038,914 issued with 108,964,225 and 39,315,855 shares outstanding at December 31, 2014 and 2013, respectively		110,969			39,246
Additional paid-in capital		16,259,851			16,057,776
Treasury stock at cost, (2,074,689 shares)		(100,000	)		-
Accumulated deficit		(21,317,903	)		(20,544,723	)
Total shareholders’ deficit		(5,047,083	)		(4,447,701	)
Total liabilities and shareholders’ deficit	$	828,446		$	2,748,270

See accompanying notes to consolidated financial statements.

F-2

Speedemissions, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31,

	2014			2013
Revenue	$	5,578,693		$	7,095,937
Costs of revenue:
Cost of emissions certificates		1,041,149			1,493,183
Store operating expenses		4,034,821			5,084,345
General and administrative expenses		1,024,874			1,082,865
Gain from disposal of non-strategic assets		(789,166	)		(83,846	)
Goodwill impairment expense		723,073			107,739
Operating loss		(456,058	)		(588,349	)
Interest income (expense)
Interest income		4,115			5,020
Interest expense		(321,237	)		(231,153	)
Interest, net		(317,122	)		(226,133	)
Net loss	$	(773,180	)	$	(814,482	)
Basic and diluted net loss per common share	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding, basic and diluted		85,845,293			35,623,871

See accompanying notes to consolidated financial statements.

F-3

Speedemissions, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Deficit

For the Years Ended December 31, 2014 and 2013

	Common Stock Outstanding					Additional Paid-In- Capital					Accumulated Deficit			Total
	Shares			Amount		Additional Paid-In- Capital		Treasury Stock			Accumulated Deficit			Total
Balance at December 31, 2012		34,688,166		$	34,618	$	15,918,329	$	—		$	(19,730,241	)	$	(3,777,294	)
Issuance of common stock for services		3,899,689			3,900		129,975		—			—			133,875
Exercise of warrants		228,000			228		3,972		—			—			4,200
Issuance of common stock for debt		500,000			500		5,500		—			—			6,000

Net loss		—			—		—		—			(814,482	)		(814,482	)
Balance at December 31, 2013		39,315,855		$	39,246	$	16,057,776	$	—		$	(20,544,723	)	$	(4,447,701	)
Issuance of common stock for services		12,625,000			12,625		47,325		—			—			59,950
Issuance of common stock for debt		59,098,059			59,098		154,750		—			—			213,848
Purchase common stock for treasury		(2,074,689	)		—		—		(100,000	)		—			(100,000	)
Net loss		—			—		—		—			(773,180	)		(773,180	)
Balance at December 31, 2014		108,964,225		$	110,969	$	16,259,851	$	(100,000	)	$	(21,317,903	)	$	(5,047,083	)

See accompanying notes to consolidated financial statements.

F-4

Speedemissions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31,

	2014			2013
Operating activities:
Net loss	$	(773,180	)	$	(814,482	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		256,534			281,248
Goodwill impairment expense		723,073			107,739
Gain from disposal of non-strategic assets		(789,166	)		(83,846	)
Stock issued for services		43,750			43,791
Share based compensation including director stock awards		16,200			4,875
Changes in operating assets and liabilities:
Certificate and merchandise inventory		17,416			27,932
Other current assets		57,031			(19,478	)
Other assets		38,782			(4,122	)
Accounts payable and accrued liabilities		(415,849	)		377,711
Other liabilities		(52,840	)		(11,401	)
Net cash used in operating activities		(878,249	)		(90,033	)
Cash flows from investing activities:
Purchases of property and equipment		(6,179	)		(35,284	)
Proceeds from note receivable		69,821			52,000
Proceeds from asset sales		1,508,388			81,090
Acquisition of business		-			(150,000	)
Net cash provided by (used in) investing activities		1,572,030			(52,194	)
Cash flows from financing activities:
Proceeds from exercise of warrants into common stock		-			4,200
Stock issued for debt		213,848			6,000
Repurchase common stock		(100,000	)		-
Proceeds from line of credit		949,226			3,100,881
Payments on line of credit		(1,888,471	)		(2,905,235	)
Proceeds from notes payable		297,077			5,000
Payments on notes payable		(166,122	)		-
Payments to obtain financing		-			(19,950	)
Payments on equipment financing obligations		(13,655	)		(8,893	)
Payments on capitalized leases		(29,809	)		(28,043	)
Net cash (used in) provided by financing activities		(737,906	)		153,960
Net (decrease) increase in cash		(44,125	)		11,733
Cash at beginning of year		65,854			54,121
Cash at end of year	$	21,729		$	65,854
Supplemental Information:
Cash paid during the period for interest	$	221,278		$	105,630
Non-cash transaction:
Proceeds from equipment financing	$	-		$	25,589
Loan origination costs	$	-		$	100,000
Notes receivable from the disposal of assets	$	72,750		$	60,000

See accompanying notes to consolidated financial statements.

F-5

Speedemissions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

Note 1. Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and liquidation of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that may be necessary in the event the Company cannot continue as a going concern.

Speedemissions, Inc. (“Speedemissions” or the “Company”) has experienced recurring net losses which have caused an accumulated deficit of $21,317,903 at December 31, 2014. We had a working capital deficit of $1,041,752 at December 31, 2014 compared to a working capital deficit of $2,059,921 at December 31, 2013.

Our revenues for the fiscal years ended December 31, 2014 and 2013, as well as revenues for 2015 to date, were below our expectations and internal forecasts primarily as a result of fewer vehicle emissions tests and safety inspections being performed at our stores.

Our revenues for the year ended December 31, 2014 and to date during 2015 have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. Our near term liquidity and ability to continue as a going concern is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to vendors and service providers. No assurances may be given that the Company will be able to achieve sufficient levels of revenues in the near term to provide adequate levels of cash flow from operations. Should an increase in revenues not materialize, we will seek to further reduce operating costs to bring them in line with reduced revenue levels. If the Company is unable to achieve near term profitability and generate sufficient cash flow from operations, and if the Company is unable to sufficiently reduce operating costs, we would need to raise additional capital or obtain additional borrowings. We currently have very limited access to capital, including the public and private placement of equity securities and additional debt financing. No assurances can be given that additional capital or borrowings would be available to allow us to continue as a going concern. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

On June 30, 2014, due to insufficient cash flow, we ceased making required monthly principal payments on our line of credit facility with TCA Global Credit Master Fund, LP (“TCA”) and were in default under the terms of the Credit Agreement at that time. On August 6, 2014, we received notice of Demand for Payment of $791,207 before the close of business on Monday, August 19, 2014. According to the notice, the demand was a result of failure to make timely payments. Also, demand was made of Richard Parlontieri personally, as guarantor, pursuant to the Validity Guaranty, dated June 8, 2012 and affirmed and ratified on October 23, 2013 (the “Guaranty”). Under the terms of the Guaranty, Mr. Parlontieri agreed that the Company would maintain ownership of all collateral and would refrain from disposing or encumbering any collateral without TCA’s express written consent. TCA alleged that Mr. Parlontieri had not complied with this agreement and was in default of the Guaranty. On December 8, 2014, using cash proceeds from the sale of five of our Utah stores, the Company paid all amounts due to TCA under the Credit Agreement, was released by TCA from any future claims related to previous alleged violations of the terms of the Credit Agreement and effectively terminated the Credit Agreement. Due to the Company’s financial position, we have been unable to secure a replacement revolving credit agreement and must rely primarily on cash flow from operations to fund working capital needs. At April 17, 2015, the outstanding balance on the loan facility was $0, and our cash balances were approximately $7,000.

During the prior two years, we made reductions in employee headcount, the number of stores, same store operating expenses, corporate overhead and other operating expenses. At December 31, 2014, our primary source of liquidity for cash flows was cash received from our store operations. We are dependent on our revenues in the very near term to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to landlords, vendors and service providers. No assurances may be given that the cash received from our store operations will be sufficient to cover our ongoing operating expenses. If the cash received from our store operations is not sufficient, we would need to obtain additional credit facilities or raise additional capital to continue as a going concern and to execute our business plan. There is no assurance that such financing or capital would be available or, if available, that we would be able to complete financing or a capital raise on satisfactory terms.

Our revenues during the year ended December 2014, as well as to date in 2015, have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. During the year ended December 31, 2014 and 2013, as well as to date in 2015, due to insufficient cash flow from operations and borrowing limitations under our line of credit facility, we have been extending landlords and vendors beyond normal payment terms. Until such vendors are paid within normal payment terms, no assurances can be given that required services and materials needed to support operations will continue to be provided. In addition, no assurances can be given that vendors will not pursue legal means to collect past due balances owed. Any interruption of services or materials would likely have an adverse impact on our operations and could impact our ability to continue as a going concern.

F-6

Note 2: Nature of Operations

Description of Business

The Company performs vehicle emissions testing and safety inspections in certain cities in which vehicle emissions testing is mandated by the Environmental Protection Agency (“EPA”). The federal government and a number of state and local governments in the United States mandate vehicle emissions testing as a method of improving air quality. As of December 31, 2014, the Company operated 23 vehicle emissions testing and safety inspection stations under the trade names of Speedemissions (Atlanta, Georgia and St. Louis, Missouri); and Just Emissions (Salt Lake City, Utah). The Company also operates three mobile testing units in the Atlanta, Georgia area. The Company manages its operations based on these four regions and has one reportable segment.

At its vehicle emissions testing and safety inspection stations, the Company uses computerized emissions testing equipment and safety inspection equipment that tests vehicles for compliance with emissions and safety standards.

Note 3: Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.

The Company has evaluated subsequent events through the date of the filing its Form 10-K with the Securities and Exchange Commission. The Company is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s Consolidated Financial Statements.

F-7

Consolidation

The accompanying consolidated financial statements include the accounts of Speedemissions and non-operating subsidiaries, which are 100% owned by the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates included in these financial statements relate to useful lives of property and equipment, the valuation allowance provided against deferred tax assets and the valuation of long-lived assets and goodwill. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized upon completion of testing services. The cost of emissions certificates is shown separately in the accompanying consolidated statements of operations.

The Company normally requires that the customer’s payment be made at the time of service. The Company does not have significant levels of accounts receivable.

Under current Georgia, Missouri, and Utah laws, if a vehicle fails an emissions test, it may be retested at no additional charge during a specified period after the initial test, as long as the subsequent test is performed at the same facility. The costs of such retests are not material. Accordingly, no accrual for retest is recorded by the Company.

Inventories

Inventories primarily consist of emissions and safety certificates and merchandise purchased for resale at our stores. Inventory in our stores is stated at the lower of weighted average cost or market.

Property and Equipment

Property and equipment are recorded at original cost and depreciated on a straight-line basis over their estimated useful lives, as follows: buildings, 15 years; emission testing equipment, five to seven years; furniture, fixtures and office equipment, three to five years, and vehicles three years.

The cost of repairs and maintenance is charged to maintenance expense as incurred.

Leasehold improvements are amortized using the straight-line method over the lesser of the remaining lease terms, including renewal periods expected to be exercised, or the estimated useful lives of the improvements.

Impairment of Long-Lived Assets

Property and Equipment

The Company reviews its assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. When indicators of impairment are present, the Company evaluates the carrying amount of such assets in relation to the operating performance and future estimated undiscounted net cash flows expected to be generated by the assets or underlying businesses. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Goodwill

Goodwill represents the excess of the purchase price paid over the estimated fair value of the assets acquired and liabilities assumed in the acquisition of a business. Goodwill is not amortized, but is tested for impairment at least annually as well as on an interim basis if an event occurs or circumstances change that could reduce the fair value of a reporting unit below its carrying value.

F-8

Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. In evaluating the goodwill on our balance sheet for impairment at December 31, 2014, we first assessed qualitative factors to determine whether it is more likely than not that the fair value of our acquired assets is less than the carrying amount of the acquired assets, as allowed under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. We then utilized a discounted cash flow analysis to determine a reporting unit’s fair value. The methodology used in estimating discounted cash flows is inherently complex and involves significant management assumptions, including expected revenue growth and increases in expenses, to determine an appropriate discount rate and cash flows. Using discount rates for each reporting unit that were determined based on available market data and estimating cash flows for each reporting unit, our goodwill was impaired during 2014 or as of December 31, 2014. Estimated cash flows extend into the future and, by their nature, are difficult to determine over an extended timeframe. Factors that have and may significantly affect the estimates, and ultimately their carrying amount in our financials, include, among others, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures and technology, government regulation and changes in discount rates or market sector conditions. Significant changes in these assumptions could affect the Company’s need to record additional impairment charges.

Income Taxes

Income tax expense (benefit) is computed utilizing the liability method. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and income tax basis of assets and liabilities and for income tax carryforwards given the provisions of the enacted tax laws. A valuation allowance is provided against deferred tax assets for which it is more likely than not that the asset will not be realized.

General and Administrative

General and administrative expenses consist of payroll and related expenses for employees involved in general corporate functions, including accounting and human relations, among others; costs associated with use by these functions of facilities and equipment, such as depreciation expense and rent; professional fees; and other general corporate costs.

Fair Value Measurements

The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities. The Company has no Level 1 assets or liabilities.

•

Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active; or other inputs that are observable or can be corroborated by observable market data. The Company has no Level 2 assets or liabilities.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Fair Value of Financial Instruments

The carrying amounts of cash, other current assets, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these accounts. Fair value of the equipment financing agreements and capital lease obligations approximate carrying value based upon current borrowing rates. The fair value of the Company’s note receivable and note payable also approximates the carrying value because outstanding balances can be repaid at any time.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing the net loss attributable to common shareholders for the period by the weighted-average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing the net loss for the period by the weighted-average number of common and potential common shares outstanding during the period, if the effect of the potential common shares is dilutive. Due to the Company’s net loss, potential dilutive common shares from options and warrants have been excluded from the weighted-average number of common shares outstanding as they are anti-dilutive.

Share-Based Compensation

The Company has several share-based compensation plans under which employees and non-employee directors receive stock options. Additionally the Company has issued shares of its common stock as compensation to employees and payments of services rendered by third parties. Share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Fair value of the award is calculated using the Black-Scholes model or based on the fair value of the shares issued for the services provided, whichever is more accurately determinable.

F-9

Recently Issued Accounting Pronouncements

Income Taxes (ASC Topic - 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists” (“ASU 2013-11”) was issued during July 2013. FASB issued guidance on how to present an unrecognized tax benefit. The guidance is effective for annual periods beginning after December 15, 2013. The adoption of the accounting pronouncement did not have a material effect on the accompanying consolidated financial statements.

In April 2014, the FASB issued ASC Update No. 2014-08 (Topic 205 and Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASC update modifies the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. This update also requires additional financial statement disclosures about discontinued operations, as well as disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation. The updated guidance is effective prospectively for years beginning on or after December 15, 2014. The Company expects that the adoption of the accounting pronouncement will not materially affect its financial position or results of operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, a new standard on revenue recognition. The new standard will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. The guidance also addresses the measurement and recognition of gains and losses on the sale of certain non-financial assets, such as real estate, property and equipment. The new standard will become effective for us beginning with the first quarter of 2017 and can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements.

In June 2014, the FASB issued new authoritative accounting guidance related to the recognition of share-based compensation when an award provides that a performance target can be achieved after the requisite service period. This guidance may be applied either prospectively or retrospectively and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

We have considered all other recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our financial statements.

Note 4: Notes Receivable

On September 14, 2010, the Company settled a lawsuit originally filed in 2006 against a former manager. The Company alleged the manager, while employed by the Company, breached his fiduciary duty by purchasing property in Texas where one of the Company’s testing facilities he managed was located.

Under the provisions of the settlement agreement, the Company will receive the sum of $125,000 payable in monthly installments of $1,000 per month for seventy-two months. The balance of $53,000 will be due and payable to the Company on June 1, 2016. The note receivable is collateralized by a second lien on property owned by the former manager. The note receivable and gain from the settlement was computed and recorded at its present value of $106,881 using an interest rate equal to prime rate plus 0.5%, which was 3.75%, which approximates rates offered in the market for notes receivable with similar terms and conditions. The Company recognized a gain from the legal settlement in the amount of $106,881 during 2010.

On April 11, 2013, the Company sold the assets comprising three of its Texas stores for $110,000. The Company received $50,000 cash at closing and a note receivable for $60,000. The principal amount of the note is payable in equal monthly payments over a 12-month period plus interest at 5.0% per annum.

During 2014, we sold the assets comprising six of our Houston, Texas stores for a combined amount of $220,000, consisting of $152,500 in cash and notes receivable for $67,500. The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest.

The balance of notes receivable was $94,652 and $93,954 at December 31, 2014 and 2013, respectively.

Note 5: Property and Equipment

Property and equipment at December 31, 2014 and 2013 were as follows:

	2014		2013
Buildings	$	30,754	$	485,667
Emissions testing equipment		957,035		1,492,977
Furniture, fixtures and office equipment		56,326		138,489
Vehicles		26,827		26,827
Leasehold improvements		158,757		279,456
		1,229,699		2,423,416
Less accumulated amortization and depreciation		1,073,248		2,024,519
	$	156,451	$	398,897

F-10

Note 6: Goodwill

The Company measures the fair value of reporting units using discounted future cash flows based on our forward-looking projections. Because the business is assumed to continue in perpetuity, the discounted future cash flow includes a terminal value. The long-term growth assumptions incorporated into the discounted cash flow calculation reflect our long-term view of the market. Each year, the Company re-evaluates the assumptions used to reflect changes in the business environment.

At December 31, 2014 and 2013, we compared the fair value of the individual reporting units for which the goodwill relates to their respective carrying amounts, including goodwill. In the opinion of management, goodwill was impaired as of December 31, 2014 and December 31, 2013. The 2013 impairment related to the goodwill recorded from the acquisition of the five stores from Auto Emissions Express, LLC (“AEE”) in November 2012. The 2014 impairment related to the goodwill recorded from the acquisition of the six stores from Just, Inc. (“JI”) in September 2005, the acquisition of the five stores from AEE in November 2012 and the acquisition of the seven stores from AEE in December 2013.

The following schedule presents the valuation of goodwill as of December 31, 2014:

December 31, 2012	$	1,619,866
Auto Emissions Express goodwill impairment (five stores)		(107,739	)
Auto Emissions Express goodwill (seven stores)		296,604
December 31, 2013	$	1,808,731
Just, Inc. goodwill impairment (six stores)		(365,378	)
Just, Inc sale of five of six stores		(694,673	)
Auto Emissions Express goodwill impairment (five stores)		(61,091	)
Auto Emissions Express goodwill impairment (seven stores)		(296,604	)
December 31, 2014	$	390,985

Note 7: Accrued Liabilities

Accrued liabilities at December 31, 2014 and 2013 were as follows:

	2014		2013
Professional fees	$	86,640	$	22,500
Accrued payroll		42,459		72,445
Accrued property taxes		79,585		164,079
Other		62,151		303,589
	$	270,835	$	562,613

Note 8: Equipment Financing Agreements

On November 17, 2012, the Company entered into a 24 month equipment financing agreement with a financing company in the amount of $7,250. The financing agreement is secured by the equipment. The financing agreement bears interest at 27% per annum.

On July 30, 2013, the Company entered into a 24 month equipment financing agreement with a financing company in the amount of $25,589. The financing agreement is secured by the equipment. The financing agreement bears interest at 30.5% per annum.

Equipment financing agreements at December 31 consisted of the following:

	2014		2013
Equipment financing agreements	$	10,292	$	23,946
Less current portion		10,292		13,155
Long-term portion	$	-	$	10,791

Future minimum debt payments required under the non-cancelable equipment financing agreements were as follows at December 31, 2014:

F-11

Year Ending December 31,
2015		$	7,522

Note 9: Notes Payable

Bridge Note Agreement

On November 11, 2010, the Company entered into a $55,000 bridge note agreement (the “Note”) with an affiliate, GCA Strategic Investment Fund, Limited (“GCA”). The funds received from the Note were used for general working capital purposes. The Note bore 0% interest and was due in full on November 11, 2012. The Note is subject to mandatory prepayment upon a change of control, as defined in the Note. In consideration for the receipt of the Note, the Company issued GCA 4,000,000 warrants to purchase the Company’s common stock at $0.50 per share. On April 15, 2011, the Board of Directors of the Company and GCA agreed to amend GCA’s 4,000,000 warrants whereby the exercise price of the warrants would be reduced to $0.016 from $0.50. The closing price of the Company’s common stock was $0.013 on April 14, 2011. The warrants were exercised on April 18, 2011 at the reduced exercise price of $0.016 per share. The Note was extended on November 6, 2012, establishing a new maturity date of November 6, 2013, and a maturity value of $60,000. The Note was extended again on November 6, 2013, establishing a new maturity date of November 6, 2014. In consideration for the 2014 date extension, the Company issued 800,000 shares of its common stock to GCA on August 14, 2014 and expensed the agreed value of the shares, or $20,000, during the quarter ended September 30, 2014. The Note had a balance due of $60,000 on December 31, 2014 and December 31, 2013, respectively.

Promissory Note Agreements

Daily Payment Note Agreements

F-12

Revolving Credit Facility

On June 8, 2012, the Company entered into a revolving line of credit agreement (the “Credit Agreement”) with TCA, pursuant to which TCA agreed to loan the Company up to a maximum of $2,000,000 for working capital purposes. In June 2012, the Company obtained a loan from TCA in the amount of $350,000 to use for working capital purposes and, in October 2012, the Company entered into the First Amendment to Credit Agreement with TCA (the “Amended Credit Agreement”) pursuant to which the Company received an additional loan in the amount of $550,000 to use for the purchase of five emissions testing stores owned by Auto Emissions Express, LLC, a Georgia corporation (“AEE”). On October 23, 2013, the Company entered into the Second Amendment to Credit Agreement with TCA (the “Second Amended Credit Agreement”), pursuant to which TCA agreed to increase the revolving loan from $900,000 to $1,300,000 and, in connection therewith, the Company received an additional loan in the amount of $400,000 to finance the acquisition of the remaining seven emission testing centers owned by AEE and to provide working capital.

On June 30, 2014, due to insufficient cash flow, we ceased making required monthly principal payments on our line of credit facility with TCA and were in default under the terms of the Credit Agreement at that time. On August 6, 2014, we received notice of Demand for Payment of $791,207 before the close of business on Monday, August 19, 2014. According to the notice, the demand was a result of failure to make timely payments. Also, demand was made of Richard Parlontieri personally, as guarantor, pursuant to the Validity Guaranty, dated June 8, 2012 and affirmed and ratified on October 23, 2013 (the “Guaranty”). Under the terms of the Guaranty, Mr. Parlontieri agreed that the Company would maintain ownership of all collateral and would refrain from disposing or encumbering any collateral without TCA’s express written consent. TCA alleged that Mr. Parlontieri had not complied with this agreement and was in default of the Guaranty. On December 8, 2014, using cash proceeds from the sale of five of our Utah stores, the Company paid all amounts due to TCA under the Credit Agreement, was released by TCA from any future claims related to previous alleged violations of the terms of the Credit Agreement and effectively terminated the Credit Agreement. Due to the Company’s financial position, it has been unable to secure a replacement revolving credit agreement and must rely primarily on cash flow from operations to fund working capital needs. The balance due under the Credit Agreement was $0 and $939,245 at December 31, 2014 and 2013, respectively.

Note 10: Income Taxes

The Company follows the provisions of FASB accounting guidance on accounting for uncertain income tax positions. Accordingly, assets and liabilities are recognized for a tax position, based solely on its technical merits that is believed to be more likely than not to be fully sustainable upon examination. As of December 31, 2014 and 2013, there were no uncertain tax positions. Accrued interest relating to uncertain tax positions would be recorded as a component of interest expense and penalties related to uncertain tax positions would be recorded as a component of general and administrative expenses.

The tax years after 2010 remain open to examination by the taxing jurisdictions to which we are subject. Additionally, upon inclusion of the net operating loss carry forward tax benefits in future tax returns, the related tax benefit for the period in which the benefit arose may be subject to examination.

As of December 31, 2014, the Company had net operating loss carry forwards of approximately $15,367,000 that may be used to offset future taxable income. If not utilized, the net operating loss carry forwards will expire at various dates through 2030.

Differences between the income taxes incurred for 2014 and 2013 and the amount determined by applying the statutory federal income tax rate (34%) to the loss before income taxes were as follows:

	2014			2013
Statutory rate		(34.0	)%		(34.0	)%
State income taxes, net of federal deduction		(4.0	)		(4.0	)
Valuation allowance		38.0			38.0
		—	%		—	%

F-13

Deferred income taxes result from the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and for net operating loss carry forwards. A valuation allowance is provided against deferred tax assets for which it is more likely than not that the assets will not be realized. Significant components of the Company’s deferred tax assets as of December 31, 2014 and 2013 are as follows:

	2014			2013
Deferred tax assets:
Net operating losses	$	5,817,000		$	5,500,000
Goodwill		714,000			892,000
Other		239,000			237,000
		6,770,000			6,629,000
Valuation allowance		(6,770,000	)		(6,629,000	)
Net deferred tax asset	$	—		$	—

Note 11: Net Loss Per Common Share

Basic loss per common share (“EPS”) represents net loss divided by the weighted average number of common shares outstanding during a reported period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options, warrants, and contingently issuable shares such as the Company’s Series A preferred stock (commonly and hereinafter referred to as “Common Stock Equivalents”), were exercised or converted into common stock.

The following table sets forth the computation for basic and diluted net loss per common share for the year ended December 31, 2014 and 2013, respectively:

	2014			2013
Net loss (A)	$	(773,180	)	$	(814,482	)
Weighted average common shares - basic (B)		85,845,293			35,623,871
Effect of dilutive securities:
Dilutive effect of stock options (1)		—			—
Dilutive effect of stock warrants (1)		—			—
Dilutive effect of unrestricted Preferred Series A Shares (2)		—			—
Weighted average common shares - diluted (C)		85,845,293			35,623,871
Net loss per share - basic (A/B)	$	(0.01	)	$	(0.02	)
Net loss per share - diluted (A/C)	$	(0.01	)	$	(0.02	)

(1)

As a result of the Company’s net loss for the year ended December 31, 2014 and 2013, aggregate Common Stock Equivalents of 59,000 in each year issuable under stock option plans that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares (diluted) for the year ended December 31, 2014 and 2013. These Common Stock Equivalents could be dilutive in future periods.

(2)

As a result of the Company’s net loss in the year ended December 31, 2014 and 2013, aggregate Common Stock Equivalents of 4,277,498 issuable under Series A convertible, redeemable preferred stock that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares diluted for the year ended December 31, 2014 and 2013. These Common Stock Equivalents could be dilutive in future periods.

Note 12: Commitments and Contingencies

Operating Leases

The Company leases office space, land and buildings for certain of its emissions testing stations. The leases generally require that the Company pay taxes, maintenance, and insurance. The leases for the emission testing stations are renewable, at the option of the Company, for specified periods. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other leases. Certain leases have been personally guaranteed by the President of the Company.

Certain leases contain scheduled base rent increases over the terms of the leases. The total amount of base rent payments is charged to expense on a straight-line basis over the lease terms. At December 31, 2014 and 2013, the excess of rent expense over cash payments was $51,958 and $114,550, respectively. Such amounts are included in the accompanying consolidated balance sheets as deferred rent.

F-14

Future minimum rental payments required under the non-cancelable operating leases were as follows at December 31, 2014:

Year Ending December 31
2015	$	686,762
2016		490,626
2017		249,043
2018		170,628
2019		146,150
2020 and later		492,849
	$	2,236,058

Total rent expense under all operating leases totaled $1,376,385 in 2014 and $1,599,631 in 2013. Total rent income from sub-lease agreements on operating leases totaled $323,142 in 2014 and $265,592 in 2013. Total future rent income from sub-lease agreements on operating leases due over the next four years is approximately $875,207.

Capital Leases

The Company’s capital lease commitments relate to emissions testing and other related equipment. The Company records a capital lease asset and obligation equal to the present value of the lease payments. The Company held $129,900 in equipment under capital lease with accumulated depreciation of $58,455 at December 31, 2014.

Future minimum rental payments required under the non-cancelable capital leases were as follows at December 31, 2014:

Year Ending December 31
2015	$	47,086
2016		27,467
		74,553
Less amounts representing interest		13,312
Present value of net minimum lease payments		61,241
Less current portion		25,845
Long-term capitalized lease obligations	$	35,396

Litigation

From time to time, the Company may be involved in claims that arise out of the normal course of its business. In the opinion of management, we are not currently involved in any legal proceedings which would have a material adverse effect on the Company’s financial position, results of operations or cash flows.

During 2010, the Company filed a Demand for Arbitration claim for $2,900,000 plus legal fees, against the former owners of Mr. Sticker, Inc. (“Mr. Sticker”), David E. Smith, Barbara Smith and Grant Smith. The Company purchased Mr. Sticker from the Smiths on June 30, 2005 for $3,100,000. The Company asserted that the Smith’s interfered with the continuation of the acquired business and the renewal of certain leases held by the Smiths or by controlled entities of the Smiths related to the acquisition of Mr. Sticker by the Company. The Company further asserted breach of contract, fraud and fraudulent inducement and tortuous interference by the Smiths. During April 2013, the Company was advised by the Texas Court of Appeals that a key legal position of the Company was denied, thereby preventing the Company from proceeding with its arbitration claim. The Company had the option to appeal this ruling to the Texas Supreme Court, but the Company decided in June 2013 not to appeal the court’s decision and abandoned all claims under this lawsuit.

Note 13: Preferred and Common Stock Transactions

Preferred Stock

The Company had 5,133 shares of Series A Convertible Preferred Stock (“Preferred A Stock”) outstanding at December 31, 2014 and 2013. Each share of Preferred A Stock is convertible into 833.33 shares of the Company’s common stock, or 4,277,498 shares of common stock in aggregate. GCA Strategic Investment Fund, Limited (“GCA”) held 3,724 shares of Preferred A Stock convertible into 3,103,333 shares of common stock as of December 31, 2014 and 2013. Global Capital Funding Group, LP held 1,409 shares of Preferred A Stock convertible into 1,174,166 shares of common stock as of December 31, 2014 and 2013. As of October 14, 2005, pursuant to an article of amendment, the Preferred A Stock ceased to accrue dividends. The Preferred A Stock had a liquidation preference equal to the purchase price of the remaining units of Preferred A Stock, or $5,133,000 at December 31, 2014.

F-15

The Preferred A Stock contains certain contingent redemption features which could trigger its redemption. Since the contingent redemption features are outside the control of the Company, the fair value assigned to the Preferred A Stock has been classified outside of Shareholders’ Deficit in the Company’s consolidated balance sheets. The contingent redemption will occur only due to events such as a change of control, which is defined as a person or group of persons other than GCA that acquires a beneficial ownership of 33 1/3% or more of the outstanding shares of the Company’s common stock without the prior written consent of GCA, a transfer of substantially all of the assets of the Company, a merger, or certain other events. Should one of the contingent redemption instances occur, the Company would be required to redeem the Preferred A Stock at the greater of (i) the original issue price of $1,000 per share or (ii) the number of shares of common stock into which the redeemed shares may be converted multiplied by the market price of the common stock at the time of the change in control. Based on the 5,133 shares of Preferred A Stock currently outstanding, if this redemption were triggered, the Company would be required to pay the holders of these shares $5,133,000. The carrying value of the Preferred A Stock at December 31, 2014 and 2013 was $4,579,346. An accretion from the original value assigned to the Preferred A Stock of $4,579,346 has not been made since the contingent redemption features have no mandatory time for redemption and the probability of one of the contingent redemption features occurring cannot be determined.

In the event of liquidation, dissolution or winding up of the Company, preferred shareholders are entitled to be paid prior to any preference of any other payment or distribution.

Common Stock

On August 22, 2013, the Company issued 625,000 shares of its common stock to Investors Stock Daily, Inc (“ISD”) for investor relations services to be rendered during the 12-month period ending July 31, 2014, under an agreement to issue a total of 1,250,000 for these investor relations services. On February 28, 2014, the Company issued the remaining 625,000 shares to ISD. For financial reporting purposes, the Company valued the shares based upon the agreed value of the services to be rendered of $37,500. The Company recognized $21,875 and $15,625 in expense related to the investor relations services performed during the years ended December 31, 2014 and 2013, respectively. During the approximate six-month period from the date of the agreement and issuance of the first 625,000 shares, August 22, 2013, to the date the second issuance of 625,000 shares, February 28, 2014, the value of the Company’s common stock had declined from $0.0300 to $0.0081 per share. Because of this decline in share value, the Company had the option to revalue the agreement and reduce the expense recognized in 2014 by $13,688. The Company chose not to revalue the shares and expensed the total shares issued at the $37,500 valuation agreed on August 22, 2013.

On December 13, 2013, the Company made a partial issuance of 1,250,000 shares of its common stock to IBC pursuant to the terms of the Settlement Agreement whereby IBC assumed financial responsibility for certain of the Company’s trade accounts payable in the amount of $71,644 in exchange for shares of the Company’s common stock. Of the 1,250,000 shares issued, 500,000 shares were sold by IBC, at a price per share of $0.012, resulting in proceeds of $6,000 to IBC and reducing the Company’s obligation to IBC from $71,644 to $65,644. The remaining 750,000 shares were issued by the Company as a financing fee to IBC which the Company recognized an in the fourth quarter of 2013. The Settlement Agreement provides that in no event shall the total number of shares of common stock issued to IBC or its designee in connection with the Settlement Agreement, when aggregated with all other shares of common stock then beneficially owned by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder), result in the beneficial ownership by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 9.99% of the common stock of the Company.

During the seven-month period ending July 31, 2014, IBC assumed financial responsibility for an additional $133,984 of the Company’s trade accounts payable under the Settlement Agreement, bringing the total amount remaining from 2013 plus the additional amount assumed in 2014 to $199,628. During the period seven-month period ending July 31, 2014, the company issued 56,398,059 shares of its common stock to pay in full for the $199,628 of trade accounts payable assumed plus an additional 2,700,000 common shares valued at $14,220 for IBC consulting fees. The Company recognized $14,220 and $9,000 in expense related to the consulting services performed during the years ended December 31, 2014 and 2013, respectively.

On March 14, 2014, the Company issued a total of 1,500,000 shares of its common stock to ten Company employees for employment services previously rendered. For financial reporting purposes, the Company valued the shares based the market value of the shares on the March 14, 2014 issue date or $0.01 per share. The Company recognized $15,000 in expense related to these 1,500,000 shares during the quarter ended March 31, 2014.

On August 14, 2014, the Company issued 8,000,000 shares of its common stock to GCA for interest charges related to GCA’s note payable to the Company. For financial reporting purposes, the Company valued the shares based on the agreed amount of the interest charges or $20,000, which the Company recognized as an expense during the year ended December 31, 2014.

On August 14, 2014, the Company issued 2,000,000 shares of its common stock to a consultant for financial consulting services rendered. For financial reporting purposes, the Company valued the shares based the agreed value of the consulting services or $5,000, which the Company recognized as an expense during the year ended December 31, 2014.

F-16

On November 6, 2014, the Company issued 500,000 shares of its common stock to a Company employee for employment services previously rendered. For financial reporting purposes, the Company valued the shares based the market value of the shares on the November 6, 2014 issue date or $0.0024 per share. The Company recognized $1,200 in expense related to these 500,000 shares during the quarter ended December 31, 2014.

On December 8, 2014, as agreed under the line of credit settlement with TCA, the Company repurchased from TCA 2,074,689 shares of the Company’s common stock. These shares had been issued to TCA for investment banking fees on October 23, 2013 in conjunction with the Second Amended Credit Agreement. The Company paid $100,000 for the 2,074,689 shares.

The Company is authorized to issue 250,000,000 shares of $0.001 par value common stock, of which 111,038,914 were issued with 108,964,225 and 39,315,855 shares outstanding as of December 31, 2014 and 2013, respectively. The total number of shares reserved for options and warrant conversions was 59,000 on December 31, 2014 and 2013.

Stock Incentive Plans

The Company has four stock incentive plans that authorize the Compensation Committee of the Board of Directors (“Compensation Committee”) to grant to eligible employees and non-employee directors’ stock options, restricted stock awards, unrestricted stock awards and performance stock rewards.

Under the Company’s 2001 Stock Option Plan (“2001 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options to purchase up to 100,000 shares of the Company’s common stock. There were no options outstanding under the 2001 Plan as of December 31, 2014. The Company does not anticipate granting any additional options under the 2001 Plan in the future.

Under the Company’s 2005 Omnibus Stock Grant and Option Plan (“2005 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options for up to 303,498 shares of the Company’s authorized common stock. Options granted under the 2005 Plan generally vested annually in three equal installments. There were 5,000 options outstanding under the 2005 Plan as of December 31, 2014. The Company does not anticipate granting any additional options under the 2005 Plan in the future.

Under the Company’s 2006 Stock Grant and Option Plan (“2006 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options for up to 2,000,000 shares of the Company’s common stock. Options granted under the 2006 Plan vest annually in three equal installments. There were 54,000 options outstanding under the 2006 Plan as of December 31, 2014. The Company does not anticipate granting any additional options under the 2006 Plan in the future.

During the Company’s annual meeting on May 19, 2008, the shareholders approved and adopted the “2008 Plan”. The Compensation Committee may issue options for up to 5,000,000 shares of our common stock under the 2008 Plan. There were no options outstanding under the 2008 Plan as of December 31, 2014.

On June 14, 2010, the Compensation Committee of the Company approved common stock awards of 100,000 common shares from the Company’s 2008 Plan to each of the Company’s five directors. The common stock awards vested immediately. The Company did not grant common stock option awards in 2014. The Company recognized $10,500 in share-based compensation expense from the 500,000 common shares awarded to the Company’s directors in 2010. The common shares awarded vested immediately and the stock price was $0.021 on the date of the grant.

These plans do not allow for the exercise of options after ten years from the date of grant. There were 1,025,000 stock options available to be granted under these plans at December 31, 2014 and 2013. As of December 31, 2014 and 2013, options to purchase a total of 59,000 had been granted and were outstanding under these four plans. Options to purchase 59,000 common shares were exercisable as of December 31, 2014 and 2013, respectively.

The Company recorded $59,950 and $4,875 in share-based compensation expense during the years ended December 31, 2014 and 2013, respectively. These expenses are included in the Company’s general and administrative and interest expenses in its Statements of Operations.

F-17

The Company did not grant stock options in 2014 or 2013. For stock option grants issued prior to 2013, the fair value for stock options was estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions. Expected volatility was based on the Company’s historical stock price volatility. The Company based the risk-free interest rate on U.S. Treasury note rates. The expected term is based on the vesting period and an expected exercise term and forfeitures. The Company does not anticipate paying cash dividends in the foreseeable future and therefore used an expected dividend yield of 0%. The following table sets forth the options granted under Speedemissions stock option plans as of December 31, 2014 and 2013:

	2014				2013
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Options outstanding at January 1,		59,000	$	0.61		59,000	$	0.61
Granted		—	$	—		—	$	—
Exercised/exchanged		—	$	—		—	$	—
Expired		—	$	—		—	$	—
Options outstanding at December 31,		59,000	$	0.61		59,000	$	0.61

The following table summarizes information about stock options outstanding at December 31, 2014:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Options Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$0.00 - $0.99		54,000		1.87 years	$	0.57		54,000	$	0.57
$1.00 - $1.99		5,000		0.95 years	$	1.00		5,000	$	1.00
$0.00 - $0.99		59,000		1.80 years	$	0.61		59,000	$	0.61

As of December 31, 2014, there was no unrecognized stock-based compensation expense related to non-vested stock options. The following table represents our non-vested stock options and activity for the years ended December 31, 2014 and 2013:

	Number of Options		Weighted Average Grant Date Fair Value
Non-vested options — December 31, 2012		—	$	—
Granted		—
Vested		—		—
Non-vested options — December 31, 2013		—		—
Granted		—		—
Vested		—		—
Non-vested options — December 31, 2014		—	$	—

The aggregate intrinsic value of options outstanding and exercisable was $0 at December 31, 2014 and 2013, respectively, based on the Company’s closing stock price of $0.002 and $0.030, respectively. The aggregate intrinsic value of options vesting during 2014 and 2013 was $0. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of the options.

Warrants

The fair value of each common stock warrant issued is estimated on the date of grant using the Black-Scholes option-pricing model.

There were no warrants granted during the year ended December 31, 2014.

On June 5, 2013, a total of 600,000 warrants were granted by the Company to National Securities Corporation and its Senior Vice President, Vincent Calicchia, as an inducement to perform preliminary due diligence on a proposed future capital raise for the Company. Each warrant when exercised converts into one share of the Company’s common stock. The exercise price of each warrant is $0.010, the warrants fully vested when granted and expire on June 5, 2018. The closing price of the Company’s common stock on the date of the warrants’ grant was $0.007 per share. The fair value of the 600,000 warrants, calculated on the date of grant using Black-Scholes, was negligible and has not been separately accounted for. On September 26, 2013 and November 25, 2013, the Company issued 180,000 shares and 48,000 shares of its common stock, respectively, to Vincent Calicchia as a result of the exercise of previously granted warrants.

F-18

The following table represents our warrant activity for the years ended December 31, 2014 and 2013:

	Number of Warrants
Outstanding Warrants — December 31, 2012		0
Granted		600,000
Exercised		(228,000	)
Outstanding Warrants — December 31, 2013		372,000
Granted		-
Exercised		-
Outstanding Warrants — December 31, 2014		372,000

All warrants issued were fully vested within the calendar year in which they were granted. As of December 31, 2014, there were 372,000 warrants to purchase common stock outstanding.

Note 14: Business Acquisitions

Effective October 25, 2013, the Company purchased, for $150,000 in cash and a $200,000 note payable, certain assets of Auto Emissions Express, LLC (“AEE”). The assets purchased consisted of the operating assets of seven emissions testing stations, which the Company intends to continue to operate under the Auto Emissions Express name. The Company incurred $6,020 in legal costs related to the acquisition of the seven AEE stores. These legal costs are included in the general and administrative expenses of the Company as reported in its consolidated statements of operations for the year ended December 31, 2013. During the year ended December 31, 2013, the seven AEE stores recorded $87,667 in revenues or 1.2% of the Company’s $7,095,937 in consolidated revenues. The Company made the acquisition to increase its market share in the Atlanta, Georgia, area and reduce average overhead costs per station by acquiring locations, which could be controlled by a local management team, using existing resources. These circumstances were the primary contributing factors for the recognition of goodwill as a result of this acquisition. Goodwill was determined using the residual method based on an appraisal of the assets acquired and commitments assumed in the transaction. The purchase price was paid in cash using funds available under our existing credit agreement with TCA.

The acquisition was accounted for using the purchase method of accounting, whereby a new basis of accounting and reporting for the assets acquired was established. The purchase price allocation was based on the estimated fair values of the assets acquired. Such fair values were estimated by management.

The purchase price allocation was as follows:

Property and equipment	$	53,396
Goodwill		296,604
	$	350,000

Note 15: Risks and Uncertainties

Regulatory Impact

The current and future demand for the Company’s services is substantially dependent upon federal, state and local legislation and regulations mandating air pollution controls and emissions testing. If any or all of these governmental agencies should change their positions or eliminate or revise their requirements related to air pollution controls and emissions testing (including a shift to centralized facilities versus decentralized facilities), the Company could experience a significant adverse impact on its financial position, results of operations and cash flows.

Arrangement with Shareholders

The Company is required to maintain a majority of independent directors on its Board of Directors and a majority of independent directors on both the Audit Committee and Compensation Committee.

If a person or group of persons other than GCA acquires beneficial ownership of 33 1/3% or more of the outstanding shares of common stock without the prior written consent of GCA, we could be required to redeem the Preferred A Stock at the greater of (i) the original issue price of $1,000 per share or (ii) the number of shares of common stock into which the redeemed shares may be converted multiplied by the market price of the common stock at the time of the change in control. Based on the 5,133 shares of Preferred A Stock currently outstanding, if this redemption were triggered we would be required to pay the holders of these shares an aggregate of at least $5,133,000. This restriction will likely deter any proposed acquisition of our stock and may make it more difficult for us to attract new investors, as any mandatory redemption of the preferred shares will materially adversely affect our ability to remain in business and significantly impair the value of our common stock.

F-19

Potential Control Relationship by Existing Shareholders

We have a large amount of outstanding common stock held by a single shareholder and a large amount of common stock that could be acquired by the same shareholder upon conversion of preferred stock, which if sold could have a negative impact on our stock price. The Company had 111,038,914 shares of common stock issued and 108,964,225 shares outstanding as of December 31, 2014. As of December 31, 2014, our largest shareholder, GCA, and its affiliates, owned 17,421,861 shares of our common stock. GCA and its affiliates currently have the effective power to control the vote on substantially all significant matters without the approval of other shareholders. Upon the conversion of their Preferred A Stock, GCA could own up to 21,699,359 shares of our common stock.

Note 16: Significant Fourth Quarter Adjustments

During the fourth quarter of 2013, the Company reviewed the carrying amount of goodwill in relation to the operating performance and future estimated discounted net cash flows expected to be generated by the assets and underlying stores previously acquired. The Company determined that goodwill recorded from the its acquisition of five stores from AEE in 2012 was impaired due to a decline in operating performance and anticipated future performance at the stores located in Georgia. The impairment recognized was measured by the amount by which the carrying amount of the assets exceeded the fair value of the net assets. The fair value of the reporting unit was determined using discounted cash flow techniques. The amount of the goodwill impairment expensed during the fourth quarter of 2013 was $107,739. See Note 6 to the Consolidated Financial Statements for additional information.

During the fourth quarter of 2014, the Company reviewed the carrying amount of goodwill in relation to the operating performance and future estimated discounted net cash flows expected to be generated by the assets and underlying stores previously acquired. The Company determined that goodwill recorded from the its acquisition of five stores from AEE in 2012 was impaired due to a decline in operating performance and anticipated future performance at the stores located in Georgia. The impairment recognized was measured by the amount by which the carrying amount of the assets exceeded the fair value of the net assets. The fair value of the reporting unit was determined using discounted cash flow techniques. The amount of the goodwill impairment expensed during the fourth quarter of 2014, for these five stores acquired from AEE in 2012, was $61,091. See Note 6 to the Consolidated Financial Statements for additional information.

During the fourth quarter of 2014, the Company reviewed the carrying amount of goodwill in relation to the operating performance and future estimated discounted net cash flows expected to be generated by the assets and underlying stores previously acquired. The Company determined that goodwill recorded from the its acquisition of seven stores from AEE in 2013 was impaired due to a decline in operating performance and anticipated future performance at the stores located in Georgia. The impairment recognized was measured by the amount by which the carrying amount of the assets exceeded the fair value of the net assets. The fair value of the reporting unit was determined using discounted cash flow techniques. The amount of the goodwill impairment expensed during the fourth quarter of 2014, for these seven stores acquired from AEE in 2013, was $296,604. See Note 6 to the Consolidated Financial Statements for additional information.

*****

F-20

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2014 that our disclosure controls and procedures were effective at the reasonable assurance level.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. There were no significant changes in the company’s internal control over financial reporting or in other factors identified in connection with this evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permits us to provide only management’s report in this annual report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2014 that our internal control over financial reporting was effective.

Item 9B. Other Information

None

Part III

Item 10. Directors and Executive Officers and Corporate Governance

The information required by this Item relating to our directors is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2015 Annual Meeting of Shareholders. The information required by this Item relating to our executive officers is included in Part I, Item 1 “Business – Executive Officers.”

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference to the information contained in the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2015 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships, Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Part IV

Item 15. Exhibits and Financial Statement Schedules

3.1	Articles of Incorporation of Speedemissions, Inc., as amended (incorporated by reference to Exhibit 3.1 to Form 10-KSB dated March 31, 2006)

3.2	Bylaws of Speedemissions, Inc. (incorporated by reference to Exhibit 3.2 of the Pre-Effective Registration Statement on Form SB-2, File No. 333-68730)

3.3	Articles of Merger and Agreement and Plan of Merger of Mr. Sticker, Inc. with and into Speedemissions, Inc. (incorporated by reference to Exhibit 3.3 of the Pre-Effective Amendment No. 1 to the Registration Statement on Form SB-2, File No. 333-146733)

3.4	Articles of Merger and Agreement and Plan of Merger of Just, Inc. with and into Speedemissions, Inc. (incorporated by reference to Exhibit 3.4 of the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1, File No. 333-146733)

4.1	Certificate of Designation of Series A Convertible Preferred Stock, as amended (incorporated by reference to Exhibit 4.1 to Form 10-KSB dated March 31, 2006)

4.2	Certificate of Designation of Series B Convertible Preferred Stock, as amended (incorporated by reference to Exhibit 4.2 to Form 10-KSB dated March 31, 2006)

4.3	Registration Rights Agreement to Global Capital Advisors, LLC and GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.4 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)

4.4	Registration Rights Agreement between Speedemissions, Inc. and Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.10 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)

4.5	Registration Rights Agreement between Speedemissions, Inc. and GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.12 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)

10.1	Speedemissions, Inc. 2001 Stock Option Plan (incorporated by reference to Exhibit 4.1 of the Pre-Effective Registration Statement on Form SB-2, File No. 333-68730 filed with the Commission on August 30, 2001)

10.2	First Amendment to Speedemissions, Inc. 2001 Stock Option Plan (incorporated by reference to Exhibit 4.1 of Form 8-K dated August 29, 2003 and filed with the Commission on September 2, 2003)

10.3	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of Pre-Effective Registration Statement on Form SB-2, File No. 333-109416 filed with the Commissions on October 3, 2003)

10.4	Employment Agreement with Richard A. Parlontieri dated September 15, 2003 (incorporated by reference to Exhibit 10.2 of Pre-Effective Registration Statement on Form SB-2, File No. 333-109416 filed with the Commission on October 3, 2003)

10.5	First Amendment to Employment Agreement with Richard A. Parlontieri dated December 19, 2003 (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-KSB for the period ended December 31, 2003 and filed with the Commission on March 30, 2004)

10.6	Second Amendment to Employment Agreement with Richard A. Parlontieri dated October 23, 2006 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 23, 2006 and filed with the Commission on October 23, 2006)

10.7	Stock Purchase Agreement between Speedemissions, Inc. and Mr. Sticker, Inc. dated June 30, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 6, 2005 and filed with the Commission on July 7, 2005)

10.8	Stock Purchase Agreement between Speedemissions, Inc., Just, Inc. and Michael Duncan and Steve Malmgren dated September 7, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated September 12, 2005 and filed with the Commission on September 13, 2005)

10.9	Exchange Agreement between Speedemissions, Inc. and Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.9 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)

10.10	Exchange Agreement between Speedemissions, Inc. and GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.11 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)

10.11	Speedemissions, Inc. Amended and Restated 2005 Omnibus Stock Grant and Option Plan effective September 11, 2008 (incorporated by reference to Exhibit 4.1 to Form S-8, filed with the Commission on September 11, 2008)

10.12	Speedemissions, Inc. 2006 Stock Grant and Option Plan effective September 18, 2006 (incorporated by reference to Exhibit 4.2 to Form 10-QSB filed with the Commission on March 30, 2007)

10.13	Subscription and Securities Purchase Agreement between Speedemissions, Inc., and GCA Strategic Investment Fund dated January 21, 2004 (incorporated by reference to Exhibit 10.1 to Form 8-K dated January 21, 2004 and filed with the Commission on January 29, 2004)

10.14	Speedemissions, Inc. 2008 Stock Grant and Option Plan effective May 19, 2008 (incorporated by reference to Exhibit 10.25 to Form S-1/A filed with the Commission on June 19, 2008)

10.15	$55,000 Promissory Note to GCA Strategic Investment Fund Limited dated November 11, 2010 (incorporated by reference to Exhibit 10.25 to Form 10-Q dated November 12, 2010 and filed with the Commission on November 12, 2010)

10.16	Credit Agreement with TCA Global Credit Master Fund, LP dated June 8, 2012 (incorporated by reference to Exhibit 99.1 to Form 8-K dated June 8, 2012 and filed with the Commission on June 13, 2012)

10.17	Revolving Note with TCA Global Credit Master Fund, LP dated June 8, 2012 (incorporated by reference to Exhibit 99.2 to Form 8-K dated June 8, 2012 and filed with the Commission on June 13, 2012)

10.18	$60,000 Promissory Note to GCA Strategic Investment Fund Limited dated November 6, 2012

10.19

Second Amendment to Credit Agreement with TCA Global Credit Master Fund, LP, dated October 23, 2013 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 23, 2013 and filed with the Commission on October 25, 2013)

10.20	Replacement and Consolidated Revolving Note with TCA Global Credit Master Fund, LP, dated October 23, 2013 (incorporated by reference to Exhibit 10.2 to Form 8-K dated October 23, 2013 and filed with the Commission on October 25, 2013)

10.21	Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on December 11, 2014, as amended on January 21, 2015)

10.22	Addendum to Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on December 11, 2014, as amended on January 21, 2015)

10.23	$50,000 Promissory Note Agreement to Thomas Chorba dated May 29, 2014

10.24	$75,000 Repayment Agreement to TVT Capital, LLC dated May 30, 2014

10.25	$100,000 Repayment Agreement to TVT Capital, LLC dated September 16, 2014

10.26	$50,000 Merchant Sales Agreement to Entrepreneur Now, LLC dated October 24, 2014

10.27	$20,000 Promissory Note Agreement to Richard A. Parlontieri dated November 5, 2014

10.28	$35,000 Factoring Agreement to Samson Partners, LLC dated November 18, 2014

23.1	Consent of Porter Keadle Moore, LLC

24	Power of Attorney (contained on signature pages herewith)

31.1	Rule 13a-14(a) Certification of the Chief Executive Officer

31.2	Rule 13a-14(a) Certification of the Chief Financial Officer

32.1	Section 906 Certification of Chief Executive Officer

32.2	Section 906 Certification of Chief Financial Officer

101	Interactive Data Files

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Speedemissions, Inc.

Dated: April 22, 2015		/s/ Richard A. Parlontieri
	By:	Richard A. Parlontieri, President and Chief Executive Officer (Principal Executive Officer)

Dated: April 22, 2015		/s/ Richard A. Parlontieri
	By:	Richard A. Parlontieri, Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer)

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parlontieri, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	/s/ Richard A. Parlontieri	Dated: April 22, 2015
By:	Richard A. Parlontieri, Director, President and Chief Executive Officer (Principal Executive Officer)

	/s/ Bradley A. Thompson	Dated: April 22, 2015
By:	Bradley A. Thompson, Director

	/s/ Michael E. Guirlinger	Dated: April 22, 2015
By:	Michael E. Guirlinger, Director

	/s/ Richard A. Parlontieri
By:	Richard A. Parlontieri, Chief Financial Officer, Chief Accounting Officer and Secretary (Principal Financial and Accounting Officer)	Dated: April 22, 2015

EXHIBIT INDEX

3.1	Articles of Incorporation of Speedemissions, Inc., as amended (incorporated by reference to Exhibit 3.1 to Form 10-KSB dated March 31, 2006)

3.2	Bylaws of Speedemissions, Inc. (incorporated by reference to Exhibit 3.2 of the Pre-Effective Registration Statement on Form SB-2, File No. 333-68730)

3.3	Articles of Merger and Agreement and Plan of Merger of Mr. Sticker, Inc. with and into Speedemissions, Inc. (incorporated by reference to Exhibit 3.3 of the Pre-Effective Amendment No. 1 to the Registration Statement on Form SB-2, File No. 333-146733)

3.4	Articles of Merger and Agreement and Plan of Merger of Just, Inc. with and into Speedemissions, Inc. (incorporated by reference to Exhibit 3.4 of the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1, File No. 333-146733)

4.1	Certificate of Designation of Series A Convertible Preferred Stock, as amended (incorporated by reference to Exhibit 4.1 to Form 10-KSB dated March 31, 2006)

4.2	Certificate of Designation of Series B Convertible Preferred Stock, as amended (incorporated by reference to Exhibit 4.2 to Form 10-KSB dated March 31, 2006)

4.3	Registration Rights Agreement to Global Capital Advisors, LLC and GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.4 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)

4.4	Registration Rights Agreement between Speedemissions, Inc. and Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.10 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)

4.5	Registration Rights Agreement between Speedemissions, Inc. and GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.12 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)

10.1	Speedemissions, Inc. 2001 Stock Option Plan (incorporated by reference to Exhibit 4.1 of the Pre-Effective Registration Statement on Form SB-2, File No. 333-68730 filed with the Commission on August 30, 2001)

10.2	First Amendment to Speedemissions, Inc. 2001 Stock Option Plan (incorporated by reference to Exhibit 4.1 of Form 8-K dated August 29, 2003 and filed with the Commission on September 2, 2003)

10.3	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of Pre-Effective Registration Statement on Form SB-2, File No. 333-109416 filed with the Commission on October 3, 2003)

10.4	Employment Agreement with Richard A. Parlontieri dated September 15, 2003 (incorporated by reference to Exhibit 10.2 of Pre-Effective Registration Statement on Form SB-2, File No. 333-109416 filed with the Commission on October 3, 2003)

10.5	First Amendment to Employment Agreement with Richard A. Parlontieri dated December 19, 2003 (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-KSB for the period ended December 31, 2003 and filed with the Commission on March 30, 2004)

10.6	Second Amendment to Employment Agreement with Richard A. Parlontieri dated October 23, 2006 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 23, 2006 and filed with the Commission on October 23, 2006)

10.7	Stock Purchase Agreement between Speedemissions, Inc. and Mr. Sticker, Inc. dated June 30, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 6, 2005 and filed with the Commission on July 7, 2005)

10.8	Stock Purchase Agreement between Speedemissions, Inc., Just, Inc. and Michael Duncan and Steve Malmgren dated September 7, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated September 12, 2005 and filed with the Commission on September 13, 2005)

10.9	Exchange Agreement between Speedemissions, Inc. and Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.9 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)

10.10	Exchange Agreement between Speedemissions, Inc. and GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.11 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)

10.11	Speedemissions, Inc. Amended and Restated 2005 Omnibus Stock Grant and Option Plan effective September 11, 2008 (incorporated by reference to Exhibit 4.1 to Form S-8, filed with the Commission on September 11, 2008)

10.12	Speedemissions, Inc. 2006 Stock Grant and Option Plan effective September 18, 2006 (incorporated by reference to Exhibit 4.2 to Form 10-QSB filed with the Commission on March 30, 2007)

10.13	Subscription and Securities Purchase Agreement between Speedemissions, Inc., and GCA Strategic Investment Fund dated January 21, 2004 (incorporated by reference to Exhibit 10.1 to Form 8-K dated January 21, 2004 and filed with the Commission on January 29, 2004)

10.14	Speedemissions, Inc. 2008 Stock Grant and Option Plan effective May 19, 2008 (incorporated by reference to Exhibit 10.25 to Form S-1/A filed with the Commission on June 19, 2008)

10.15	$55,000 Promissory Note to GCA Strategic Investment Fund Limited dated November 11, 2010 (incorporated by reference to Exhibit 10.25 to Form 10-Q dated November 12, 2010 and filed with the Commission on November 12, 2010)

10.16	Credit Agreement with TCA Global Credit Master Fund, LP dated June 8, 2012 (incorporated by reference to Exhibit 99.1 to Form 8-K dated June 8, 2012 and filed with the Commission on June 13, 2012)

10.17	Revolving Note with TCA Global Credit Master Fund, LP dated June 8, 2012 (incorporated by reference to Exhibit 99.2 to Form 8-K dated June 8, 2012 and filed with the Commission on June 13, 2012)

10.18	$60,000 Promissory Note to GCA Strategic Investment Fund Limited dated November 6, 2012.

10.19	Second Amendment to Credit Agreement with TCA Global Credit Master Fund, LP, dated October 23, 2013 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 23, 2013 and filed with the Commission on October 25, 2013)

10.20	Replacement and Consolidated Revolving Note with TCA Global Credit Master Fund, LP, dated October 23, 2013 (incorporated by reference to Exhibit 10.2 to Form 8-K dated October 23, 2013 and filed with the Commission on October 25, 2013)

10.21	Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on December 11, 2014, as amended on January 21, 2015)

10.22	Addendum to Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on December 11, 2014, as amended on January 21, 2015)

10.23	$50,000 Promissory Note Agreement to Thomas Chorba dated May 29, 2014

10.24	$75,000 Repayment Agreement to TVT Capital, LLC dated May 30, 2014

10.25	$100,000 Repayment Agreement to TVT Capital, LLC dated September 16, 2014

10.26	$50,000 Merchant Sales Agreement to Entrepreneur Now, LLC dated October 24, 2014

10.27	$20,000 Promissory Note Agreement to Richard A. Parlontieri dated November 5, 2014

10.28	$35,000 Factoring Agreement to Samson Partners, LLC dated November 18, 2014

23.1	Consent of Porter Keadle Moore, LLC

24	Power of Attorney (contained on signature pages herewith)

31.1	Rule 13a-14(a) Certification of the Chief Executive Officer

31.2	Rule 13a-14(a) Certification of the Chief Financial Officer

32.1	Section 906 Certification of Chief Executive Officer

32.2	Section 906 Certification of Chief Financial Officer

101	Interactive Data Files

Exhibit 10.23

UNSECURED PROMISSORY NOTE Promissory Note Speedemissions, Inc. (a Florida corporation) agrees to pay Thomas Chorba, located at PO Box 421262 , Houston, Texas 77242, the sum of $56,000.00 by December 31, 2015. This amount represents a principal loan of $50,000.00 U.S. Dollars made by Thomas Chorba to Speedemissions, Inc., and 12% Interest on the principal sum totaling $6,000.00 during the term of the Promissory Note. Speedemissions will pay make 18 monthly payments in the amount of $3,111.11 commencing on the 1st of July, 2014 an continuing until this Note is paid in full. The parties hereby indicate by their signatures below that they have read and agree with the terms and conditions of this agreement. /s/ Rich Parlontieri SPEEDEMISSIONS, INC, Rich Parlontieri, President/CEO /s/ Thomas Chorba Thomas Chorba DATE: 5/29/2014

Exhibit 10.24

TVT CAPITAL LLC PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT Ph. (516) 707-9131 This Payment Rights Purchase and Sale Agreement ("Agreement") dated May 30, 2014, is made by and between FB Funding LLC ("Buyer"), and the business identified below ("Seller"). SELLER'S INFORMATION Legal Business Name: Speedemissions Inc. DBA Name: Speedemissions Type of Business Entity (circle one): Sole Prop. General Partnership Corporation LLC Other (specify): Business Address:* 1015 Tyrone Road Suite 220 City: Tyrone State: GA Zip: 30290 Telephone #: 770-306-7667 Fax #: 770-306-7804 Federal Tax ID #: 33-0961488 E-mail Address: dd©speedemissions.com Website Address: www.speedemissions.com *Provide any additional addresses, telephone ;lumbers and fax numbers for Seller on an attached sheet. OFFER TO SELL AND PURCHASE PAYMENT RIGHTS Seller offers to sell to Buyer the specified amount set forth below ("Specified Amount") of Seller's right, title and interest in Seller's right to receive payments from Seller's customers or other third-parties in the form of cash, check, credit card, electronic fund transfer or other forms of payment which arise from sales of goods or services by Seller in the ordinary course of Seller's business ("Future Payment Rights"). Future Payment Rights are accounts receivable, a specified amount of which Seller sells and Buyer purchases pursuant to this Agreement. Seller understands that this offer to sell is binding upon Seller and that Buyer may accept or reject the offer. After accepting the offer by signing this Agreement, Buyer will pay the Seller by initiating an ACH credit in the amount of the purchase price below ("Purchase Price") to the bank account identified by Seller on the accompanying Agreement for Direct Deposits (ACH Credits) and Direct Collections (ACH Debits) or a substitute bank account specified by Seller and approved by Buyer ("Account"). Seller will deposit or cause to be deposited any and all funds arising from Future Payment Rights into the Account not more than one day after Seller or any agent of Seller receives such funds. Seller authorizes Buyer to collect the Specified Amount of Future Payment Rights purchased by Buyer pursuant to this Agreement by initiating ACH debits to the Account in amounts not to exceed the amount of the daily collection set forth below ("Daily Collection"). Seller authorizes Buyer to initiate an ACH debit to the Account on the initial collection date set forth below ("Initial Collection Date") and an ACH debit to the Account each Monday through Friday (excluding Federal Reserve holidays) ("Business Day") after the Initial Collection Date until Buyer (i) collects the entire Specified Amount of Future Payment Rights or (ii) initiates the maximum number of ACH debits set forth below ("Maximum Number of ACH Debits"), whichever occurs first. Seller understands that Seller is responsible for ensuring that funds arising from Future Payment Rights remain in the Account each day until Buyer debits the amount that this Agreement authorizes Buyer to debit from the Account for that day. Buyer's failure to collect the entire Specified Amount of Future Payment Rights by initiating ACH debits within the time-frame provided for in this Agreement does not constitute Seller's breach of this Agreement to the extent that Seller otherwise complies with this Agreement. See the accompanying Agreement for Direct Deposits (ACH Credits) and Direct Collections (ACH Debits), attached hereto and incorporated herein, for additional terms and conditions governing the ACH credits and debits. Specified Amount of Future Payment Rights: Purchase Price: Daily Collection: Initial Collection Date: Maximum Number of ACH Debits: $ 112,425.00 $ 75,000.00 $ 1,099.00 6/2/2014 102 SELLER CERTIFICATION AND SIGNATURES By signing below or authorizing the person signing below to sign on Seller's behalf, Seller agrees to be obligated upon acceptance of this Agreement by Buyer to all terms of this Agreement, including the Waiver of Jury Trial and Arbitration provision and other Additional Terms set forth on the pages that follow. Seller also certifies that Seller has full power and authority to enter into and perform the obligations under this Agreement. Each individual signing on behalf of Seller certifies that such signer is authorized to execute this Agreement on behalf of Seller. The undersigned represents and warrants that the information true, accurate and complete in all respects and warrants that the information provided herein and buyer in connection with this transaction is true, accurate and complete in a respects. SELLER Print By: Name: Richard Parlontierl Signature: Name: Signature: BUYER'S SIGNATURE This Agreement has been received and accepted by Buyer in Florida after being signed by Seller BUYER Print By: Name: Signature: Page 1 of 7 Revised 1/2/14 Initial Here 48141.5 791-101 ADDITIONAL TERMS OF THIS AGREEMENT Capitalized terms used but not defined in these Additional Terms of this Agreement have the meanings assigned to such terms above. I — REPRESENTATIONS AND WARRANTIES Seller represents and warrants the following as of the date hereof and, except as expressly provided herein, during the entire term of this Agreement: Section 1.1. Intention to Generate Future Revenues and Payment Rights. Seller is currently solvent and is not contemplating any insolvency or bankruptcy proceeding and no eviction or foreclosure is pending or threatened against Seller. Buyer and Seller acknowledge that Seller going bankrupt or out of business, in and of itself, does not constitute a breach of this Agreement. If Seller's business slows down and Seller's Future Payment Rights decrease or if Seller closes its business and Seller has not violated any provisions of this Agreement, there is no breach of this Agreement. Buyer is purchasing a Specified Amount of Future Payment Rights and Buyer assumes the risk that Seller's business may fail or be adversely affected by conditions outside the control of Seller provided Seller has not breached any provision of this Agreement. Section 1.2. Reliance on Information. All information provided by or on behalf of Seller to Buyer in connection with the execution of or pursuant to this Agreement is true, accurate and complete in all respects and any of Seller's financial statements and other financial documents provided by Seller are true and complete and accurately reflect Seller's financial condition and results of operations. Seller acknowledges that all information provided by or on behalf of Seller has been relied upon by Buyer in connection with the decision to purchase the Specified Amount of Future Payment Rights provided in this Agreement. Section 1.3. Unencumbered Future Payment Rights. Seller has good, complete and marketable title to the Future Payment Rights, free and clear of any and all liabilities, liens, claims, charges, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of, Buyer. Section 1.4, Compliance. Seller is in compliance with any and all applicable federal, state and local laws and regulations, including, but not limited to any rules and regulations of card associations and payment networks to the extent applicable, including the NACHA Operating Rules. Seller possesses all permits, licenses, approvals, consents, registrations and other authorizations necessary to own, operate and lease its properties and to conduct the business in which it is presently engaged. Section 1.5. Authorization. Seller and the person(s) signing this Agreement on behalf of Seller have full power and 'authority to enter into and perform the obligations under this Agreement and any processing agreement, all of which have been duly authorized by all necessary and proper actions. Section 1.6. Name of Business. Seller does not conduct Seller's business under any name or at any place(s) other than as set forth on page one of this Agreement and any attached sheet. Section 1.7. Business Purpose. Seller is a valid business in good standing under the laws of each jurisdiction in which it is organized or operates. Seller is entering into this Agreement solely for business purposes and not as a consumer for personal, family or household purposes. Seller's accounts described in this Agreement (including the Account) were established for business purposes and not primarily for personal, family or household purposes. Section 1.8. Default Under Other Contracts. Seller's execution of and/or performance under this Agreement will not cause or create an event of default by Seller under any contract with another person or entity. II — COVENANTS Section 2.1. Single Account. Seller agrees to not take any action to cause funds arising from Seller's Future Payment Rights to be settled or delivered to any account other than the Account. Section 2.2. Conduct and Sale of Business. Seller agrees to not (i) materially change the nature and manner of the business Seller conducts from the type of business originally disclosed to Buyer in connection with this Agreement and (ii) sell Seller's business (whether by an issuance, sale or transfer of ownership interests in Seller that results in a change in ownership or voting control of Seller, or by a sale or transfer of substantially all of the assets of Seller) without the express prior written consent of Buyer and the assumption of all of Seller's obligations under this Agreement pursuant to documentation reasonably satisfactory to Buyer. Section 2.3. Change Name of Business or Location. Seller agrees not to change its legal name, entity type, state of formation or place(s) of business unless Seller provides Buyer with at least thirty (30) days' prior written notice thereof and any documents, agreements and information requested by Buyer with respect thereto and Buyer provides prior written approval of such change. Section 2.4. Insurance and Taxes. Seller agrees to maintain insurance in such amounts and against such risks as are necessary to protect its Page 2 of 7 Revised 1/2/14 Initial Here 48141.5 791-101 business and consistent with past practice and must show proof of such insurance upon the request of Buyer. Seller agrees to pay all necessary taxes associated with its business, including any employment and sales and use taxes, and any rents that Seller owes to any landlord. Section 2.5. Required Notifications. Seller agrees to give Buyer written notice within 24 hours of any filing in which Seller is named as a debtor under Title 11 of the United States Code. Seller agrees to give Buyer seven days' written notice prior to the closing or any sale of all or substantially all of Seller's assets or stock. Section 2.6 Estoppel Certificate. Seller will at any time, and from time to time, upon at least one (1) day's prior notice from Buyer to Seller, execute, acknowledge and deliver to Buyer and/or to any other person, person firm or corporation specified by Buyer, a statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and stating the dates which the Specified Amount of Future Payment Rights or any portion thereof has been collected by Buyer. III — SALE OF SPECIFIED AMOUNT OF FUTURE PAYMENT RIGHTS WITHOUT RECOURSE Section 3.1. Sale of Specified Amount of Future Payment Rights. Seller and Buyer agree that the Purchase Price paid by Buyer in exchange for the Specified Amount of Future Payment Rights is a purchase of Future Payment Rights and is not intended to be, nor may it be construed as, a loan or financial accommodation front Buyer to Seller. By such purchase and sale, Seller transfers to Buyer full and complete ownership of the Specified Amount of Future Payment Rights and Seller retains no legal or equitable interest therein. Seller sells the Specified Amount of Future Payment Rights to Buyer and the Purchase Price paid by Buyer therefor is good and valuable consideration for such sale. Future Payment Rights are accounts receivable purchased by Buyer and thus the risk of converting the Future Payment Rights into cash rests with the Buyer. Section 3.2. No Recourse. Seller and Buyer agree that if Seller does not generate Future Payment Rights and Seller does not otherwise violate the terms of this Agreement, Buyer has no recourse against Seller. IV — PROCESSING CREDIT CARD PAYMENTS Section 4.1. Processing Agreement. Seller may use a third-party processor approved by Buyer ("Processor") to process payments initiated by Seller's customers with credit cards, debit cards, charge cards, bank cards and other payment cards ("Cards") or electronic checks pursuant to a processing agreement between Seller and Processor that is approved by Buyer ("Processing Agreement"). Seller understands and agrees that this Agreement and the Processing Agreement irrevocably authorize Processor upon Seller's breach to pay the funds arising from any purchases made by Seller's customers with Cards or electronic checks of the type settled, directly or indirectly by Processor that are due to Buyer pursuant to this Agreement to Buyer. These authorizations and instructions may be revoked only with the prior written consent of Buyer. Seller agrees that Processor may rely upon the instructions of Buyer, without any independent verification, in making the payments described above. Seller waives any claim for damages it may have against Processor in connection with actions taken based on instructions from Buyer, unless such damages were due to such Processor's failure to follow Buyer's instructions. Seller acknowledges and agrees that (i) Processor will be acting on behalf of Buyer upon Seller's breach when delivering amounts due Buyer pursuant to this Agreement, (ii) Processor may or may not be affiliates of Buyer, (iii) Buyer does not have any power or authority to control Processor's actions with respect to the processing of Card or electronic check transactions or remittance of funds to Buyer and (iv) Buyer is not responsible for and is not liable for, and Seller agrees to hold Buyer harmless for, the actions of Processor. Section 4.2. Instructions to Processor. Upon Seller's breach, Seller hereby irrevocably instructs Processor to hold the funds due Buyer pursuant to this Agreement and to remit such funds directly to Buyer pursuant to Buyer's instructions. Seller acknowledges and agrees that Processor may provide Buyer with Seller's Card and electronic check transaction history. Seller hereby (i) authorizes Buyer to contact any past, present or future processor of Seller, its predecessors or affiliates, to obtain any information that Buyer deems necessary or appropriate regarding any of their transactions with such processors, and (ii) authorizes and directs such processors to provide Buyer with all such information in compliance with this Section 4.2. Such information may include information to verify the amount of Card and electronic check receivables previously processed on behalf of Seller, its predecessors or affiliates, and any amounts that may have been paid to, offset, held or reserved by, such processors. Without limiting the generality of the foregoing, Seller authorizes Buyer to contact any past, present or future processor of Seller, its predecessors or affiliates, to confirm that Seller is exclusively using the Processor approved by Buyer in accordance with this Agreement. Section 4.3. Indemnification. Seller indemnifies and holds Processor and its respective officers, directors, affiliates, employees, agents and representatives harmless from and against all losses, damages, claims, liabilities and expenses (including reasonable attorneys' fees) suffered or incurred by Processor resulting from actions taken by Processor in reliance upon information or instructions provided to Processor by Buyer. Section 4.4. Modifications to Processing Agreement and Discouraging Use of Cards or Electronic Checks. Seller will comply with the Processing Agreement and will not modify the Processing Agreement in any manner that could have an adverse effect upon Buyer's interests, without Buyer's prior written consent. Seller may not take any action to discourage the use of Cards or electronic checks and may not permit any event to occur that could have adverse effect on the use, acceptance or authorization of Cards or electronic checks for the purchase of Seller's services and products. Page 3 of 7 Revised 1/2/14 Initial Here 48141.5 791-101 Section 4.5. Reliance on Terms. The provisions of this Agreement are agreed to for the benefit of Seller, Buyer and Processor and, notwithstanding the fact that Processor is not a party to this Agreement, Processor may rely upon the terms of this Agreement and raise them as defenses in any action. V — SECURITY AGREEMENT; FINANCING STATEMENTS To secure performance of all obligations of Seller to Buyer under this Agreement, Seller grants to Buyer a continuing priority security interest, subject only to the security interest of Processor, if any, in the following property of Seller wherever found and whether now owned or hereafter acquired by Seller (collectively, the "Collateral"): (I) the Specified Amount of Future Payment Rights purchased by Buyer pursuant to this Agreement; (ii) all personal property of Seller that relates to (i) above, such as accounts, chattel paper, documents, equipment, general intangibles, instruments, inventory (as those terms are defined in Article 9 of the Uniform Commercial Code ("UCC") in effect from time to time), trademarks, trade names, service marks, logos and other sources of business identifiers, and all registrations, recordings and applications with the U.S. Patent and Trademark Office ("USPTO") and all renewals, reissues and extensions thereof (collectively "IP"), together with any written agreement granting any right to use any IP; and (iii) all {a) accessions, attachments, accessories, parts, supplies and replacements for the items described in (1) and (ii) above, (b) all products, proceeds and collections thereof and (c) all records and data relating thereto as those terms are defined in the UCC. Seller understands and agrees that Buyer may file one or more (i) UCC-I financing statements at any time to perfect Buyer's interests under the UCC created by this Agreement, including Buyer's purchase and ownership of the Specified Amount of Future Payment Rights and the interests described above in this Section V, and (ii) assignments with USPTO to perfect the security interest in IP described above. The UCC-1 financing statements {or portions thereof) evidencing the sale of the Specified Amount of Future Payment Rights may state that such sale is intended to be a sale and not an assignment for security. Such financing statements also may state that Seller is prohibited from transferring Future Payment Rights to any person or entity other than Buyer, or granting any security interest in its accounts receivable to any person or entity other than Buyer until Buyer has received the Specified Amount of Future Payment Rights and any other amounts Buyer is entitled to receive hereunder. Seller authorizes Buyer to file such financing statements and any continuation statements or amendments thereto, and ratifies the filing of any financing statement filed by or on behalf of Buyer prior to, on or after the effective date of this Agreement. Seller agrees that it will, from time to time, promptly execute and deliver all instruments and documents (including any account control agreements), and take all further action, that may be necessary or appropriate, or that Buyer may request, to perfect against Seller and all third parties the sale of the Specified Amount of Future Payment Rights hereunder or to enable Buyer to exercise and enforce its rights and remedies hereunder. VI — MISCELLANEOUS Section 6.1. Modifications; Amendments; Construction. No modification, amendment or waiver of any provision of this Agreement is effective unless the same is in writing and signed by the parties affected. The headings of the sections and subsections herein are inserted for convenience only and under no circumstances may they affect in any way the meaning or interpretation of this Agreement. Section 6.2. Notices. All notices, requests, demands and other communications hereunder must be in writing and must be delivered by mail, overnight delivery or hand delivery to the respective parties. Section 6.3. Waiver; Remedies. No failure on the part of Buyer to exercise, and no delay in exercising, any right under this Agreement will operate as a waiver thereof. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. In no event will Buyer be liable for any claims asserted by Seller under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is waived by Seller. In the event of Seller's breach of this Agreement, Seller agrees that Buyer shall be entitled to, but not limited to, damages equal to the amount by which the cash attributable to the Specified Amount of Future Payment Rights and any other amounts Buyer is entitled to receive hereunder exceeds the amount of cash received by Buyer pursuant to this Agreement. Section 6.4. Binding Effect and Assignment. This Agreement is binding upon and inures to the benefit of Seller, Buyer and their respective successors and assigns except that Seller does not have the right to assign its or delegate any of their rights or obligations hereunder or any interest herein without the prior written consent of Buyer, which consent may be withheld in Buyer's sole discretion. Buyer reserves the right to assign or delegate this Agreement or any of its rights or obligations hereunder with or without prior notice to Seller and no consent or approval by Seller is required in connection with any such assignment. Without limiting the generality of the foregoing, Buyer may grant a security interest in any and all of Buyer's rights and interests pursuant to this Agreement, including Buyer's rights and interests in and to the Specified Amount of Future Payment Rights purchased by Buyer, to any secured party from whom Buyer may now or hereafter obtain financing, and such secured party will be entitled to enforce Buyer's rights and interest under this Agreement, subject to and in accordance with the terms thereof. Such secured party will have no liability for any of Buyer's obligations under this Agreement. Section 6.5. Governing Law. This Agreement and all issues concerning the validity of the Agreement are governed by and enforced in accordance with the laws of the State of Florida without regard to principles of conflicts of laws that would require the application of any other law. Section 6.6. Credit Bureau Reports. Seller authorizes Buyer to obtain business and personal credit bureau reports in Seller's name, respectively, at any time and from time to time for purposes of deciding whether to purchase the Specified Amount of Future Payment Rights or for any update or renewal of this Agreement or other lawful purpose. Upon Seller's request, Buyer will advise Seller if Buyer obtained a credit report and Buyer will give Seller the credit bureau's name and address. Seller authorizes Buyer to disclose information concerning Page 4 of 7 Revised 1/2/14 Initial Here, 48141.5 791-101 Seller's credit standing (including credit bureau reports that Buyer obtains) and business conduct only to Buyer's agents, affiliates, subsidiaries, and credit reporting bureaus. Seller waives to the maximum extent permitted by law any claim for damages against Buyer or any of its affiliates relating to any (i) investigation undertaken by or on behalf of Buyer as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. Section 6.7, Business and Account Records. Seller shall provide Buyer with all of the information on the Account, including, but not limited to, the Account name, routing number, account number, bank name and address and Account usernames, passwords and other log-in information ("Account Information") and authorizes Seller to use any Account Information to verify Seller's deposits into and withdrawals from the Account. Within two business days of any request by Buyer, Seller must provide, or cause Processor, the applicable bank(s) or other third parties to provide, Buyer with records and other information regarding Seller's sales, including Card sales, the Account and any other deposit accounts of Seiler. Seller hereby authorizes and directs the applicable bank(s), Processor and other third parties to provide Buyer with all such information upon request of Buyer. Seller must notify Buyer in writing of any change to any Account Information and provide Buyer with updated Account Information within 24 hours of the change. Section 6.8. Power of Attorney. In addition to any other remedies available for violation of this Agreement, in the event that Seller changes or permits the change of the Processor accepted by Buyer or the Account or utilizes the services of an additional processor or deposits funds arising from Future Payment Rights in a different account, Buyer has the right, without waiving any of its rights or remedies and without notice to Seller, to notify the new or additional processor or bank of the sale of the Specified Amount of Future Payment Rights hereunder and to direct such new or additional processor or bank upon Buyer's notice of Seller's breach to make payment to Buyer of all or any portion of the amounts received or held by such processor for or on behalf of Seller that Buyer is entitled to receive hereunder or to freeze Seller's bank account. Seller hereby grants to Buyer an irrevocable power of attorney, which power of attorney is coupled with an interest, and hereby appoints Buyer and its designees as Seller's attorney-in-fact, to take any and all actions necessary or appropriate to direct such new or additional processor or bank to make payment to Buyer or freeze Seller's bank account as contemplated by this Section 6.8. Section 6.9. Communicating with Seller; Consent to Contact by Electronic and Other Means. Buyer may contact Seller for any lawful reason, including for the collection of amounts owed to Buyer and for the offering of products or services from time to time. No such contact will be deemed unsolicited. To the greatest extent not prohibited by applicable law, Buyer may (i) contact Seller at any address (including e-mail) or telephone number (including wireless cellular telephone or ported landline telephone number) that Seller may provide to Buyer from time to time; (ii) use any means of communication, including, but not limited to, postal mail, electronic mail, telephone or other technology, to reach Seller; (iii) use automatic dialing and announcing devices which may play recorded messages; and (iv) send text messages to Seller's telephone. Seller may contact Buyer at any time to ask that Buyer not contact Seller using any one or more methods or technologies. Section 6.10. Monitoring and Recording. Buyer may monitor and/or record telephone calls, including collection calls, between Seller and Buyer's employees or agents. Seller acknowledges that Buyer may do so and agrees in advance to any such monitoring or recording of telephone calls. Section 6.11. 'Confidentiality. Seller understands and agrees that the terms and conditions of this Agreement and any other Buyer documentation (collectively, "Confidential Information") are proprietary and confidential information of Buyer. Accordingly, unless disclosure is required by applicable law or court order, Seller may not disclose Confidential Information to any person other than an attorney, accountant, financial advisor or employee of Seller who needs to know such information for the purpose of advising Seller ("Advisor"), provided such Advisor uses such information solely for the purpose of advising Seller and first agrees in writing to be bound by the terms of this Section 6,11. Section 6.12. Publicity. Seller authorizes Buyer to use its, his or her name in a listing of clients and in advertising and marketing materials. Section 6.13. Inspection of Collateral and Place of Business. Buyer or its designated representatives and agents shall have the right, during Seller's normal business hours and at any other reasonable times and without notice to Seller, to examine the Collateral where located and the interior and exterior of any of Seller's places of business. Any such examination of any of Seller's places of business may include, among other things, whether Seller (i) has a place of business that is separate from any persona] residence, (ii) is open for business, (iii) has sufficient inventory to conduct its business and (iv) has one or more point-of-sale terminals to process Card transactions. When performing an examination, Buyer or its designated representatives and agents may photograph the interior and exterior of any of Seller's places of business, including any signage and point-of-sale terminals, and may photograph any employees or agents. Section 6.14. Attorneys' Fees and Collection Costs., Upon Seller's breach of this Agreement, Seller agrees to pay Buyer's court costs, collection costs and reasonable attorneys' fees to the extent not prohibited by applicable law. Section 6.15. Waiver of Jury Trail and Arbitration. 1. For purposes of this Waiver of Jury Trial and Arbitration Provision (hereinafter the "Arbitration Provision"), the words "dispute" and "disputes" are given the broadest possible meaning and include, without limitation (i) all claims, disputes, or controversies arising from or relating directly or indirectly to the validity and scope of this Arbitration Provision and any claim or attempt to set aside this Arbitration Provision; (ii) all federal or state law claims, disputes or controversies, arising from or relating directly or indirectly to this Agreement (including the Arbitration Provision), the information Seller gave Buyer before entering into this Agreement, and/or any past and/or future claims or disputes between Seller and Buyer; (iii) all counterclaims, cross-claims and third party claims; (iv) all common law claims, based upon contract, tort, fraud, or other intentional torts; (v) all claims based upon a violation of any state or federal constitution, statute or Page 5 of 7 Revised 1/2/14 Initial Here 48141.5 791-101 regulation; (vi) all claims asserted by Buyer against Seller, including claims for money damages to collect any sum Buyer claims Seller owes Buyer; (vii) all claims asserted by Seller against Buyer, including claims for money damages and/or equitable or injunctive relief; (viii) all claims asserted on Seller's behalf by another person; and/or (ix) all claims asserted by Seller as a private attorney general, as a representative and member of a class of persons, or in any other representative capacity, against Buyer and/or related third parties (hereinafter referred to as "Representative Claims"). 2. Seller acknowledges and agrees that by entering into this Arbitration Provision: (a) SELLER IS GIVING UP THE RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY DISPUTE ALLEGED AGAINST BUYER; (b) SELLER IS GIVING UP THE RIGHT TO HAVE A COURT, OTHER THAN A SMALL CLAIMS TRIBUNAL, RESOLVE ANY DISPUTE ALLEGED AGAINST BUYER; and (c) SELLER IS GIVING UP THE RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT FILED AGAINST BUYER. ANY DISPUTE OF SELLER MAY NOT BE CONSOLIDATED WITH THE DISPUTE OF ANY OTHER PERSON(S) FOR ANY PURPOSE(S). 3. Except as provided in Paragraph 6 below, all disputes including any Representative Claims against Buyer shall be resolved by binding arbitration only on an individual basis. THEREFORE, THE ARBITRATOR SHALL NOT CONDUCT CLASS ARBITRATION; THAT IS, THE ARBITRATOR SHALL NOT ALLOW SELLER TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY FOR OTHERS IN THE ARBITRATION. Notwithstanding any other provision herein to the contrary, the validity, effect, and enforceability of this waiver of class action lawsuit and class-wide arbitration may be determined solely by a court of competent jurisdiction and not by the arbitrator. If the arbitrator fails or refuses to abide by the class-wide arbitration waiver, and the court refuses to enforce the class-wide arbitration waiver, the parties agree that the dispute will proceed in court under applicable court rules and procedures, following all appeals, if any, of the court's decision. 4. Any party to a dispute, including related third parties, may send the other party written notice by certified mail return receipt requested of the intent to arbitrate and setting forth the subject of the dispute along with the relief requested, even if a lawsuit has been filed. If Seller sends Buyer such a notice, it must be sent to Buyer at the same address as listed below in Paragraph 9 of this Arbitration Provision. Regardless of who demands arbitration, Seller has the right to select any of the following arbitration organizations to administer the arbitration: the American Arbitration Association (1-800-778-7879) http://www.adr.org or Judicial Arbitration and Mediation Services (1-800-352-5267) http://wwwjamsadr.corn. However, the parties may agree to select a local arbitrator who is an attorney, retired judge, or arbitrator registered and in good standing with an arbitration association and arbitrate pursuant to such arbitrator's rules. The party receiving notice of arbitration will respond in writing by certified mail return receipt requested within twenty (20) days. If Seller demands arbitration, Seller must inform Buyer in a demand of the arbitration organization Seller has selected whether Seller desires to select a local arbitrator. If related third parties or Buyer demand arbitration, Seller must notify Buyer within twenty (20) days in writing by certified mail return receipt requested of the decision to select an arbitration organization or the desire to select a local arbitrator. If Seller fails to notify Buyer, then Buyer has the right to select an arbitration organization. The parties to such dispute will be governed by the rules and procedures of such arbitration organization applicable to commercial disputes, to the extent those rules and procedures do not contradict the express terms of this Agreement or the Arbitration Provision, including the limitations on the arbitrator herein. Seller may obtain a copy of the rules and procedures by contacting the arbitration organizations listed above. 5. Regardless of who demands arbitration, Seller may request Buyer to advance the Seller's portion of the arbitration expenses, including the filing, administrative, hearing and arbitrator's fees ("Arbitration Fees") necessary for the Seller to initiate a claim for relief. Seller will then be responsible for any fees in excess of the amount stated in the preceding sentence. Throughout the arbitration, each party will bear the party's own attorneys' fees and expenses, such as witness and expert witness fees, unless the arbitrator awards those fees to a particular party. The arbitrator is not permitted to assess attorney's fees or expert witness fees unless the applicable substantive law permits such an award. The arbitrator may assess other fees associated with the arbitration as provided by the arbitration company's rules, except those fees set forth above that will be paid by Buyer. The arbitrator must apply applicable substantive law consistent with the Federal Arbitration Act ("FAA"), and applicable statutes of limitation, and must honor claims of privilege recognized at law. The arbitration hearing will be conducted in Miami Dade County Florida or in such other place as ordered by the arbitrator. The arbitrator may decide, with or without a hearing, any motion that is substantially similar to a motion to dismiss for failure to state a claim or a motion for summary judgment. In conducting the arbitration proceeding, the arbitrator may not apply any federal or state rules of civil procedure or evidence. If the arbitrator renders a decision or an award in Seller's favor resolving the dispute, then such party will not be responsible for reimbursing Buyer for the party's portion of the Arbitration Fees, and Buyer will reimburse the other party for reasonable Arbitration Fees that the party has previously paid. If the arbitrator does not render a decision or an award in Seller's favor resolving the dispute, then the arbitrator must require Seller to reimburse Buyer for the Arbitration Fees Buyer has advanced, not to exceed the amount which would have been assessed as court costs if the dispute had been resolved by a state court with jurisdiction, less any Arbitration Fees Seller has previously paid. At the timely request of any party, the arbitrator must provide a written explanation for the award. The arbitrator's award may be filed with any court having jurisdiction. 6. All parties, including related third parties, retain the right to seek adjudication in a small claims tribunal for disputes within the scope of such tribunal's jurisdiction. Any dispute, which cannot be adjudicated within the jurisdiction of a small claims tribunal, must be resolved by binding arbitration. Any appeal of a judgment from a small claims tribunal must be resolved by binding arbitration. 7. This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and is governed by the FAA. 8. This Arbitration Provision survives any termination, amendment, expiration or performance of any transaction between Seller and Buyer and continues in full force and effect unless Seller and Buyer otherwise agree in writing. If any of this Arbitration Provision is held invalid, the remainder remains in effect, unless the provision precluding the arbitrator from conducting a class or consolidated arbitration as set forth in paragraph 3 above is deemed invalid or unenforceable, in which case this entire Arbitration Provision is deemed void and the parties must proceed in court. Page 6 of 7 Revised 1/2/14 Initial Here 48141.5 791-101 9. OPT-OUT PROCESS. Seller may choose to opt out of and not be subject to this Arbitration Provision but only by following the process set forth below. If Seller does not wish to be subject to this Arbitration Provision, then Seller must notify Buyer in writing within ten (10) calendar days of the date Seller signs this Agreement. Seller's written notice must include the person's name, address, the date the person signed this Agreement, and a statement that the person wishes to opt out of this Arbitration Provision. The notice to opt out will only apply to this particular Agreement with Buyer and not to subsequent or previous agreements. Section 6.16. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein will not in any way be affected or impaired thereby. Section 6.17. Entire Agreement. This Agreement and any addendum to the Agreement signed by the party to be charged contains the entire agreement and understanding among Seller and Buyer and supersedes all prior agreements and understandings, whether oral or in writing, relating to the subject matter hereof unless otherwise specifically reaffirmed or restated herein. Seiler acknowledges and agrees that Seller is not relying on any representation not specifically embodied in the Agreement or any such addendum. Section 6.18 Facsimile Acceptance. Facsimile signatures shall be deemed acceptable for all purposes of this Agreement. Section 6.19. Survival. All representations, warranties and covenants herein shall survive the election and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated.' ACKNOWLEDGEMENT OF PROHIBITION AGAINST SELLING OR ENCUMBERING FUTURE PAYMENT RIGHTS By signing below or authorizing the person signing below to sign on Seller's behalf, Seller acknowledges and agrees that Seller may not sell or otherwise transfer or grant any security interest in any of Seller's Future Payment Rights to any person or entity other than Buyer until Buyer has received the Specified Amount of Future Payment Rights. SELLER By: Print Name: Richard Parlontierl Signature: /s/ Richard Parlontierl Name: Signature: Date: Page 7 of 7 Revised 112/14 Initial. Here 48141.5 791-101 AGREEMENT FOR DIRECT DEPOSITS (ACH CREDITS) AND DIRECT COLLECTIONS (ACH DEBITS) This Agreement for Direct Deposits (ACH Credits) and Direct Collections (ACH Debits) is part of (and incorporated by reference into) the Payment Rights Purchase and Sale Agreement (the "Agreement"). Seller should keep this important legal document for Seller's records. DISBURSMENT OF PURCHASE PRICE. By signing below, Seller authorizes Buyer after electing to purchase the Specified Amount of Future Payment Rights to disburse the Purchase Price set forth in the Agreement by initiating an ACH credit to the bank account described below (or a substitute bank account Seller later identifies and is acceptable to Buyer) (the "Account"). COLLECTION OF FUNDS ARISING FROM SPECIFIED AMOUNT OF FUTURE PAYMENT RIGHTS. By signing below, Seller authorizes Buyer to collect the funds arising from the Specified Amount of Future Payment Rights Buyer is entitled to receive under the Agreement by initiating ACH debits to the Account in amounts not to exceed the amount of the Daily Collection set forth in the Agreement. Seller authorizes Buyer to initiate an ACH debit to the Account on the Initial Collection Date set forth in the Agreement and an ACH debit to the Account each Business Day after the Initial Collection Date until Buyer (i) collects the entire Specified Amount of Future Payment Rights or (ii) initiates the Maximum Number of ACH Debits set forth in the Agreement, whichever occurs first. BUSINESS PURPOSE ACCOUNT. By signing below, Seller attests that any account into which Seller deposits funds arising from Future Payment Rights, including, but not limited to, the Account, was established for business purposes and not primarily for personal, family or household purposes. MISCELLANEOUS. Seller understands that Seller is responsible for ensuring that funds arising from Future Payment Rights remain in the Account each day until Buyer debits the amount that the Agreement authorizes Buyer to debit from the Account for that day. Buyer is not responsible for any overdrafts or rejected transactions that may result from Buyer debiting any of Buyer's accounts. The ACH authorizations provided for in this agreement will remain in effect until Buyer has received written notification from Seller of its termination in such time and in such manner as to afford Buyer and Seller's depository bank a reasonable opportunity to act on it. Buyer is not responsible for any fees charged by Seller's bank as the result of credits or debits initiated under this Agreement. The origination of ACH transactions to Seller's accounts, including, but not limited to, the Account, must comply with the provisions of U.S. law. ACCOUNT INFORMATION Bank Name: Chase Bank Branch Address: 3475 Piedmont Rd, 19th Floor City: Atlanta State: GA Zip: 30305 Bank Telephone Number: (404)926-2632 Routing Number: Account Number: SELLER SIGNATURE Print Seller's Name. Richard Parlontierl Federal Tax ID #: 33-0961488 Signature: /s/ Richard Parlontierl Title: Pres/CEO Date:5/30/2014 Revised 7/17/13 Initial Here 48141.5 791-101 Dear Merchant, Thank you for accepting this offer from TVT Capital LLC. We look forward to being your funding partner for as long as you need. Daily ACH Program: TVT Capital LLC will require viewing access to your bank account, each business day, in order to verify the amount of your daily payment. Please be assured that we carefully safeguard your confidential information, and only essential personnel will have access to it. TVT Capital LLC will also require viewing access to your bank account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account. * Be sure to indicate capital or lower case letters. Name of Bank: Chase Bank Bank portal website:www.chase.com Username: Password: Security Question / Answer 1: Security Question / Answer 2: Security Question / Answer 3: Any other information necessary to access your account: Security code: Initial Here APPENDIX A: THE FEE STRUCTURE: a. Origination Fee - $295.00 Covers everything and related expenses. b. ACH Program Fee - $395.00 ACH Debits are labor intensive and are not an automated process requiring us to charge this fee to cover costs. c. NSF Fee (Standard) - $35.00 each Up to FOUR TIMES ONLY before a default fee is declared. d. Rejected ACH - $100.00 When the Merchant directs the bank or rejects our ACH. e. Bank Change Fee - $50.00 When the merchant requires a change of account to be debited, requiring Fast Business Funding to reconfigure the ACH collections. f. Blocked Account - $2,500.00 When the merchant BLOCKS account from our ACH debit which places them in default (per contract). g. Default Fee - $2,500.00 When the merchant changes bank accounts cutting us off from collections. h. Wire Fee - $35.00 Money received the same day. i. ACH Fee - $15.00 Money received the next day. Merchant Initials

Exhibit 10.25

TVT CAPITAL LLC FAX- 516-472-0278 516-707-9131 www.tvt-capital.com PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT This Payment Rights Purchase and Sale Agreement ("Agreement") dated Sept 11, business identified below ("Seller") SELLER'S INFORMATION LEGAL BUSINESS NAME Speedemissions Inc. D/B/A Speedemissions Inc. Corp. I X I Limited Liability Company TYPE OF BUSINESS ENTITY Limited Liability Partnership PHYSICAL ADDRESS 1015 Tyrone Road, Suite 220 City [Tyrone MAILING ADDRESS City 2014 , is made by and between FB Funding, LLC ("FBF"), and the Partnership Limited Partnership Sole Proprietorship Other: State GA Zip 30290 State Zip Contact Name Richard Parlontieri Position CEO Business Phone 770-306-7667 Cell Phone Email [email protected] Website www.speedemissions.com Date Business Started 01/2001 Federal Tax ID 33-0961488 Monthly Average Sales $ Annual Sales $ OFFER TO SELL AND PURCHASE PAYMENT RIGHTS Seller hereby sells, assigns and transfers to FBF, without recourse (except upon an Event of Default defined in Section 3 of the SELLER AGREEMENT TERMS AND CONDITIONS), upon payment of the Purchase Price, the Specified Percentage of the proceeds of each future sale by Seller (collectively "Future Receipts") until the Purchased Amount has been delivered to FBF by or on behalf of Seller. "Future Receipts" includes all payments made by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card (each such card shall be referred to herein as a "Credit Card") or other form of monetary payment in the ordinary course of Seller's business. BASED UPON SELLER'S CALCULATIONS AND EXPERIENCE IN OPERATING ITS BUSINESS, SELLER IS CONFIDENT THAT THE PURCHASE PRICE PAID BY FBF IN EXCHANGE FOR THE PURCHASED AMOUNT OF FUTURE RECEIPTS WILL BE USED IN _A MANNER THAT WILL BENEFIT SELLER'S CURRENT AND FUTURE BUSINESS OPERATIONS. Purchase Price $ 100,000.00 I Purchased Amount $ 149,000.00 124.27 Days Daily Payment $ 1199.00 Specified Percentage 15 Daily Payment = (Monthly Average Sales X Specified Percentage) / Average Business Days in a Calendar Month Seller shall (1) deposit all Future Receipts into only one bank account, which must be acceptable to and pre-approved by FBF (the "Account") and (2) instruct Seller's credit card processor, which processor must be acceptable to and pre-approved by FBF (the "Processor") who shall serve as Seller's sole credit card processor, to deposit all Credit Card receipts of Seller into the Account. FBF will debit the Daily Payment from the Account each business day. Seller authorizes FBF to initiate electronic checks or ACH debits from the Account equal to the Daily Payment each business day and will provide FBF with all required access codes. Seller understands that it is responsible for ensuring that the Daily Payment is available in the Account and will be responsible for any fees incurred by FBF resulting from a rejected electronic check or ACH debit attempt. FBF is not responsible for any overdrafts or rejected transactions that may result from FBF's debiting any amount authorized under the terms of this Agreement. The Daily Payment amount is intended to represent the Specified Percentage of Seller's Future Receipts. Seller may request that FBF reconcile Seller's actual receipts by either crediting or debiting the difference back to or from the Account so that the amount FBF debited in the most recent calendar month equaled the Specified Percentage of Future Receipts that Seller collected in that calendar month. Any reconciliation request must be: (1) in writing; (2) include a copy of Seller's bank statement for the calendar month at issue; and (3) be sent to FBF at 2001 NW 107th Ave. — Floor. Miami FL 33176 within 30 days after the last day of the calendar month at issue. It is solely the Seller's responsibility to send a complete bank statement. Failure to send a written reconciliation request within 30 days after the last day of the calendar month at issue forfeits that month's reconciliation. Notwithstanding anything to the contrary in this Agreement or any other agreement between FBF and Seller, upon the occurrence of an Event of Default, the Specified Percentage shall equal 100%. A list of all fees applicable under this Agreement is contained in Appendix A. THE "PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT TERMS AND CONDITIONS" AND THE "SECURITY AGREEMENT AND GUARANTY" ARE ALL HEREBY INCORPORATED IN AND MADE A PART OF THIS PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT. FOR THE SELLER #1 (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) UST SIGN AS SELLER Richard Parlontieri FOR THE SELLER #2 (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) FOR THE OWNER / GUARANTOR #1 (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS OWNER ALSO Richard Parlontieri FOR THE OWNER / GUARANTOR #2 (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) FBF's payment of the Purchase Price shall be deemed F8F's acceptance and performance of this Agreement, notwithstanding FBF not executing this agreement. 1 HC# 4851-0728-1179 Each of above-signed Seller(s) and Owner(s) represent that he or she is authorized to sign this Agreement and that the information provided herein and in all documents, forms and recorded interviews provided to or with FBF is true, accurate and complete in all respects. An investigative or consumer report may be made in connection with this Agreement. Seller and each of the above-signed Owners authorizes FBF its agents and representatives and any credit reporting agency engaged by FBF, to (i) investigate any references given or any other statements or data obtained from or about Seller or any of its Owners for the purpose of this Agreement, and (ii) pull credit reports at any time now or for so long as Seller and/or Owners(s) continue to have any obligation owed to FBF as a consequence of this Agreement or for FBF's ability to determine Seller's eligibility to enter into any future agreement with FBF. ANY MISREPRESENTATION MADE BY SELLER OR OWNER IN CONNECTION WITH THIS AGREEMENT MAY CONSTITUTE A SEPARATE CAUSE OF ACTION FOR FRAUD, INTENTIONAL MISREPRESENTATION AND/OR UNJUST ENRICHMENT IN WHICH EVENT FBF WILL BE ENTITLED TO THE RECOVERY OF NOT ONLY ITS LOSSES BUT ALSO ALL OF ITS COSTS AND EXPENSES AND ITS REASONABLE LEGAL FEES. PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT TERMS AND CONDITIONS I. TERMS OF ENROLLMENT IN PROGRAM 1.1 ACH Debit Authorization. Seller shall execute an agreement (the "ACH Authorization") acceptable to FBF to authorize the use of the Automated Clearinghouse System (ACH) to retrieve the Daily Payment from the Account. Seller shall provide FBF and/or its authorized agent(s) with all of the information, authorizations and passwords necessary for verifying Seller's receivables, receipts, deposits and withdrawals into and from the Account. Seller hereby authorizes FBF and/or its agent(s) to deduct from the Account the Purchased Amount and any other amounts owed by Seller to FBF as specified herein and to pay such amounts to FBF. These authorizations apply not only to the approved Account but also to any subsequent or alternate account used by the Seller for these deposits, whether pre-approved by FBF or not. This additional authorization is not a waiver of FBF's right to declare Seller in default if Seller uses an account that FBF did not first pre-approve in writing. This authorization shall be irrevocable without the prior written consent of FBF. 1.2 Financial Condition. Seller and Guarantor(s) authorize FBF and its agents to investigate their financial responsibility and history, and will provide to FBF any authorizations, bank or financial statements, tax returns, etc., as FBF deems necessary in its sole discretion prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed acceptable as an authorization for release of financial and credit information. FBF is authorized to update such information and financial and credit profiles from time to time as it deems appropriate. 1.3 Transactional History. Seller authorizes all of its banks and brokers and Credit Card processors to provide FBF with Seller's banking, brokerage and/or processing history to determine qualification or continuation in this program. 1.4 Indemnification. Seller and Guarantor(s) jointly and severally indemnify and hold harmless Processor, its officers, directors and shareholders against all losses, damages, claims, liabilities and expenses (including reasonable attorney's fees) incurred by Processor resulting from (a) claims asserted by FBF for monies owed to FBF from Seller and (b) actions taken by Processor in reliance upon any fraudulent, misleading or deceptive information or instructions provided by FBF. 1.5 No Liability. In no event will FBF be liable for any claims asserted by Seller or Guarantor(s) under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is waived by both Seller and Guarantor(s). In the event these claims are nonetheless raised, Seller and Guarantor(s) will be jointly liable for all of FBF's legal fees and expenses resulting therefrom. Seller and each Owner and each Guarantor hereby and each waives to the maximum extent permitted by law any claim for damages against FBF or any of its affiliates relating to any (i)investigation undertaken by or on behalf of FBF as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. 1.6 Reliance on Terms. Sections 1.1, 1.3,1.4, 1.5, 1.6 and 1.8 of this Agreement are agreed to for the benefit of Seller, FBF and Processor, and notwithstanding the fact that Processor is not a party of this Agreement, Processor may rely upon their terms and raise them as a defense in any action. 1.7 Accounting Records, and Place of Business. FBF or its designated representatives and agents shall have the right during Seller's normal business hours and at any other reasonable time to examine the interior and exterior of any of Seller's places of business. FBF may examine, among other things, whether Seller (a) has a place of business that is separate from any personal residence, (b) is open for business, and (c) has sufficient inventory to conduct Seller's business. When performing an examination, FBF may photograph the interior and exterior of any of Seller's places of business, including any signage, and may photograph any Owner. FBF or any of its agents shall have the right to inspect, audit, check, and make extracts from any copies of the books, records, journals, orders, receipts, correspondence that relate to Seller's accounts or other transactions between the parties thereto and the general financial condition of Seller and FBF may remove any of such records temporarily for the purpose of having copies made thereof. FBF shall have the right to hire a Certified Public Accountant, licensed in the state where the business is located to perform analysis of the accounting records for the purpose of determining if the Specified Percentage of receipts has been made available for remittance to FBF. Seller hereby agrees to fully cooperate with such analysis upon the request of FBF. 1.8 Power of Attorney. Seller irrevocably appoints FBF as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to Seller from any bank or Processor, or in the case of an occurrence of an Event of Default under Section 3 hereof, to FBF under this Agreement, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, notes, drafts, instruments, documents or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign Seller's name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to FBF; (v) to file any claims or take any action or institute any proceeding that FBF may deem necessary for the collection of any of the unpaid Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Purchased Amount. In connection therewith, all costs, expenses and fees, including legal fees, shall be payable by and from Seller and FBF is authorized to use Seller's funds to pay for same; and (vi) FBF shall have the right, without waiving any of its rights and remedies and without notice to Seller or any Owner/Guarantor, to notify any credit card processor of the sale of future payment rights and re-direct the remittance of daily settlements to an account of FBF's choosing in order to settle all obligations due to FBF under this Agreement. 1.9 Confidentiality. Seller understands and agrees that the terms and conditions of the products and services offered by FBF, including this Agreement and any other FBF documentations (collectively, "Confidential Information") are proprietary and confidential information of FBF. Accordingly unless disclosure is required by law or court order, Seller shall not disclose Confidential Information of FBF to any person other than an attorney, accountant, financial advisor or employee of Seller who needs to know such information for the purpose of advising Seller ("Advisor"), provided such Advisor uses Confidential Information solely for the purpose of advising 2 HC# 4851-0728-1179 Seller and first agrees in writing to be bound by the terms of this section. A breach hereof entitles FBF to not only damages and legal fees but also to both a temporary restraining order and a preliminary injunction without bond or security. 1.10 Publicity. Seller and each of Seller's Owners and all Guarantors hereby authorize FBF to use its, his or her name in listings of clients and in advertising and marketing materials. 1.11 D/B/As. Seller hereby acknowledges and agrees that FBF may be using "doing business as" or "d/b/a" names in connection with various matters relating to the transaction between FBF and Seller, including the filing of UCC-1 financing statements and other notices or filings. 1.12 Application of Payments. Subject to applicable law, FBF reserves the right to apply payments in any manner FBF chooses in FBF's sole discretion. II. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS Seller represents warrants and covenants that, as of this date and until FBF has received the Purchased Amount in full: 2.1 Good Faith, Best Efforts and Due Diligence. Seller will conduct its business in good faith and will use its best efforts to maintain and grow its business, to ensure that FBF obtains the Purchased Amount. Furthermore, Seller agrees, warrants and represents hereby that Seller will constantly perform all appropriate Due Diligence and credit checks of all of the customers' finances, cash flow, solvency, good faith, payment histories and business reputations (the "Due Diligence Requirements") as may be commercially reasonable to ensure any and all products and/or services provided, sold or delivered by Seller to said customers will be paid for by customers in full and on time, and will not result in the creation of an unpaid account. This is not a guaranty of payment by Seller's customers, but is an obligation of commercially reasonable Due Diligence investigation and credit check of customers before extending credit to them and continuing no less frequently than monthly so long as sums are still due. 2.2 Sale of Payment Rights: Seller represents and warrants that it is selling the Purchased Amount of Future Receipts to FBF in Seller's normal course of business and the Purchase Price paid by FBF is good and valuable consideration for the sale. Seller is selling a portion of a future revenue stream to FBF at a discount, not borrowing money from FBF. There is no interest rate or payment schedule and no time period during which the Purchased Amount must be collected by FBF. If Future Receipts are remitted more slowly than FBF may have anticipated or projected because Seller's business has slowed down, or if the full Purchased Amount is never remitted because Seller's business went bankrupt or otherwise ceased operations in the ordinary course of business, and Seller has not breached this Agreement, Seller would not owe anything to FBF and would not be in breach of or default under this Agreement. FBF is buying the Purchased Amount of Future Receipts knowing the risks that Seller's business may slow down or fail, and FBF assumes these risks based on Seller's representations, warranties and covenants in this Agreement, which are designed to give FBF a reasonable and fair opportunity to receive the benefit of its bargain. By this Agreement, Seller transfers to FBF full and complete ownership of the Purchased Amount of Future Receipts and Seller retains no legal or equitable interest therein. 2.3 Financial Condition and Financial Information. Seller's and Guarantors' bank and financial statements, copies of which have been furnished to FBF, and future statements that will be furnished hereafter at the request of FBF, fairly represent the financial condition of Seller and Guarantor(s) at such dates, and since those dates there has been no material adverse changes, financial or otherwise, in the condition, operation or ownership of Seller. Seller and Guarantor(s) have a continuing, affirmative obligation to advise FBF of any material adverse change in their financial condition, operation or ownership. FBF may request statements at any time during the performance of this Agreement and the Seller and Guarantor(s) shall provide them to FBF within 5 business days. Seller's or Guarantors' failure to do so is a material breach of this Agreement. 2.4 Governmental Approvals. Seller is in compliance and shall comply with all laws and has valid permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged and/or will engage in hereafter. 2.5 Authorization. Seller and the person(s) signing this Agreement on behalf of Seller, have full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 2.6 Insurance. Seller will maintain business-interruption insurance naming FBF as loss payee and additional insured in amounts and against risks as are satisfactory to FBF and shall provide FBF proof of such insurance upon request. 2.7 Processor and Bank Account. Seller will not change its Credit Card processor, add terminals, change its financial institution or bank account(s) or take any similar action that could have an adverse effect upon Seller's obligations under this Agreement, without FBF's prior written consent. Any such changes shall be a material breach of this Agreement. 2.8 Change of Name or Location or Sale of Business. Seller will not conduct Seller's businesses under any name other than as disclosed to Processor and FBF, nor will Seller change any of its places of business without prior written consent by FBF. Seller will not sell, dispose, transfer or otherwise convey its business or assets without (i) the express prior written consent of FBF, and (ii) the written agreement of any purchaser or transferee assuming all of Seller's obligations under this Agreement pursuant to documentation satisfactory to FBF. 2.9 Daily Batch Out. Seller will batch out receipts with Processor on a daily basis. 2.10 Estoppel Certificate. Seller will at all times, and from time to time, upon at least 1 day's prior notice from FBF to Seller, execute, acknowledge and deliver to FBF and/or to any other person, firm or corporation specified by FBF, a statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and stating the dates which the Purchased Amount or any portion thereof has been delivered to FBF. 2.11 No Bankruptcy. As of the date of this Agreement, Seller is not insolvent and does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against Seller. Seller represents that it has not consulted with a bankruptcy attorney within 6 months prior to the date of this Agreement, and that it has no present intention of closing its business or ceasing to operate its business, either permanently or temporarily, during the 6 month period after the date of this Agreement. Seller further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it. 3 HC# 4851-0728-1179 2.12 Stacking Prohibited. Seller shall not enter into any merchant cash advance or other factoring transaction or into any loan that relates to or involves its Future Receipts, with any party other than FBF for the duration of this Agreement. FBF may share information regarding this Agreement with any third party in order to determine whether Seller is in compliance with this provision. 2.13 Unencumbered Receipts. Seller has good, complete, unencumbered and marketable title to all Future Receipts, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of FBF. 2.14 Business Purpose. Seller is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and Seller is entering into this Agreement for business purposes and not as a consumer for personal, family or household purposes. Seller agrees to use the proceeds of the Purchase Price solely for business purposes, and not for personal, family or household purposes. Seller understands that Seller's agreement not to use the Purchase Price proceeds for personal, family or household purposes means certain important rights conferred upon consumers pursuant to federal or state law will not apply to this Agreement. Seller agrees that a breach by Seller of the provisions of this section will not affect FBF's right to (i) enforce Seller's promise to pay for all amounts owed under this Agreement, regardless of the purpose for which the Purchase Price is in fact obtained or (ii) use any remedy legally available to FBF, even if that remedy would not have been available had the payment of the Purchase Price been made for consumer purposes. 2.15 Defaults under Other Contracts. Seller's execution of, and/or performance under this Agreement, will not cause or create an event of default by Seller under any contract with another person or entity. III. EVENTS OF DEFAULT AND REMEDIES 3.1 Events of Default. The occurrence of any of the following events shall constitute an "Event of Default": (a) Seller interferes with FBF's right to collect the Daily Payment (and payment for arrears, if any) in violation of this Agreement; (b) Seller violates any term or covenant in this Agreement; (c) Any representation or warranty by Seller in this Agreement proves to have been incorrect, false or misleading in any material respect when made; (d) Seller admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against Seller seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, or composition of it or its debts; (e) the sending of notice of termination by Seller; (f) Seller transports, moves, interrupts, suspends, dissolves or terminates its business; (g) Seller transfers or sells all or substantially all of its assets; (g ) Seller makes or sends notice of any intended bulk sale or transfer by Seller; (h) Seller uses multiple depository accounts without the prior written consent of FBF (i) Seller changes its depositing account or Credit Card processor without the prior written consent of FBF; (j) Seller performs any act that reduces the value of any Col lateral granted under this Agreement; or (j) Seller defaults under any of the terms, covenants and conditions of any other agreement with FBF. 3.2 Remedies. If any Event of Default occurs, FBF may proceed to protect and enforce its rights including, but not limited to, the following: A. The Specified Percentage shall equal 100%. The full uncollected Purchased Amount plus all fees (including legal fees) due under this Agreement and the attached Security Agreement will become due and payable in full immediately. B. FBF may enforce the provisions of the Personal Guaranty of Performance against the Guarantor(s). C. If permitted under the laws of the state in which the Seller resides; Seller hereby authorizes FBF to execute in the name of the Seller a Confession of Judgment in favor of FBF in the full uncollected Purchased Amount and enter that Confession of Judgment as a Judgment with the Clerk of any Court and execute thereon. D. FBF may enforce its security interest in the Collateral identified in the Security Agreement and Guaranty. FBF may proceed to protect and enforce its rights and remedies by lawsuit In any such lawsuit, under which FBF shall recover Judgment against Seller, Seller shall be liable for all of FBF's costs of the lawsuit, including but not limited to all reasonable attorneys' fees and court costs. F. This Agreement shall be deemed Seller's Assignment of Seller's Lease of Seller's business premises to FBF. Upon an Event of Default, FBF may exercise its rights under this Assignment of Lease without prior notice to Seller. G. FBF may debit Seller's depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check drawn on Seller's bank account or otherwise for all sums due to FBF. H. Seller shall pay to FBF all reasonable costs associated with the Event of Default and the enforcement of FBF's remedies set forth above, including but not limited to court costs and attorneys' fees. All rights, powers and remedies of FBF in connection with this Agreement may be exercised at any time by FBF after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. 3.3 Required Notifications. Seller is required to give FBF written notice within 24 hours of any filing under Title 11 of the United States Code. Seller is required to give FBF 7 days' written notice prior to the closing of any sale of all or substantially all of the Seller's assets or stock. IV. MISCELLANEOUS 4.1 Modifications; Agreements. No modification, amendment, waiver or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by FBF. 4.2 Assignment. FBF may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in whole or in part, with or without prior written notice to Seller. 4 HC# 4851-0728-1179 4.3 Notices. All notices, requests, consents, demands and other communications hereunder shall be delivered by certified mail, return receipt requested, to the respective parties to this Agreement at the addresses set forth in this Agreement. Notices to FBF shall become effective only upon receipt by FBF. Notices to Seller shall become effective three days after mailing. 4.4 Waiver of Remedies. No failure on the part of FBF to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. 4.5 Binding Effect: Governing Law, Venue and Jurisdiction. This Agreement shall be binding upon and inure to the benefit of Seller, FBF and their respective successors and assigns, except that Seller shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of FBF which consent may be withheld in FBF's sole discretion. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida, without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach of this Agreement, shall, if FBF so elects, be instituted in any court sitting in Florida, (the "Acceptable Forums"). Seller agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Seller waives any right to oppose any motion or application made by FBF to transfer such proceeding to an Acceptable Forum. 4.6 Survival of Representation. etc. All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated. 4.7 Interpretation. All Parties hereto have reviewed this Agreement with an attorney of their own choosing and have relied only on their own attorney's guidance and advice. No construction determinations shall be made against either Party hereto as drafter. 4.8 Severability. In case any of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired. 4.9 Entire Agreement. Any provision hereof prohibited by law shall be ineffective only to the extent of such prohibition without invalidating the remaining provisions hereof. This Agreement and the Security Agreement and Guaranty embody the entire agreement between Seller and FBF and supersede all prior agreements and understandings relating to the subject matter hereof. 4.10 Facsimile Acceptance. Facsimile signatures hereon shall be deemed acceptable for all purposes. 4.11 Monitoring. Recording, and Solicitations. A. AUTHORIZATION TO CONTACT SELLER BY PHONE. Seller and each Owner authorize FBF, ifs affiliates, agents and independent contractors to contact Seller and each Owner at any telephone number Seller or any Owner provides to FBF or from which Seller or any Owner places a call to FBF, or any telephone number where FBF believes it may reach Seller or any Owner, using any means of communication, including but not limited to calls or text messages to mobile, cellular, wireless or similar devices or calls or text messages using an automated telephone dialing system and/or artificial voices or prerecorded messages, even if Seller or and Owner incurs charges for receiving such communications. B. AUTHORIZATION TO CONTACT SELLER BY OTHER MEANS. Seller and each Owner also agree that FBF, ifs affiliates, agents and independent contractors, may use any other medium not prohibited by law including, but not limited to, mail, e-mail and facsimile, to contact Seller and each Owner. Seller and each Owner expressly consent to conduct business by electronic means. C. RIGHTS TO OPT-OUT OR MAKE CHANGES. Seller and each Owner are not required to agree to Sections 4.11(A) or 4.11(B) in order to enter into this Agreement. If Seller or any Owner wishes to opt out of Section 4.11(A) and/or 4.11(B), or if Seller or any Owner wants to change how FBF contacts them, including with respect to any telephone number that FBF might use, please call FBF at [Phone Number] (and select Customer Service from the menu prompts). V. JURY TRIAL WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OR THE ENFORCEMENT HEREOF. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS. VI. ARBITRATION. IF FBF, Seller or a Guarantor requests, the other party and the Guarantor(s) agree to arbitrate all disputes and claims arising out of or relating to this Agreement. If a party or a Guarantor seeks to have a dispute settled by arbitration, that party or Guarantor must first send to the other party, by certified mail, a written Notice of Intent to Arbitrate. If the parties or the Guarantor(s) do not reach an agreement to resolve the claim within 30 days after the Notice is received, either party or the Guarantor(s) may commence an arbitration proceeding with the American Arbitration Association ("AAA"). FBF will promptly reimburse Seller or the Guarantor any arbitration filing fee, however, in the event that both the Seller and the Guarantor must pay filing fees, FBF will only reimburse the Seller's arbitration filing fee. Except as provided in the next sentence, FBF will pay all administration and arbitrator fees. If the arbitrator finds that either the substance of the claim raised by Seller or the Guarantor(s) or the relief sought by Seller or the Guarantor(s) is improper or not warranted, as measured by the standards set forth in Federal Rule of Procedure 11(b), then FBF will pay these fees only if required by the AAA Rules. If the arbitrator grants relief to the Seller or the Guarantor(s) that is equal to or greater than the value of what the Seller or the Guarantor(s) requested in the arbitration, FBF shall reimburse Seller or the Guarantor(s) for that person's reasonable attorneys' fees and expenses incurred for the arbitration. Seller and the Guarantor(s) agree that, by entering into this Agreement, they are waiving the right to trial by jury. EACH PARTY AND THE GUARANTOR (S) MAY BRING CLAIMS AGAINST ANY OTHER PARTY ONLY IN THEIR INDIVIDUAL CAPACITY, and not as a plaintiff or class member in any purported class or representative proceeding. Further, the parties and the Guarantor(s) agree that the arbitrator may not consolidate proceedings for more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific provision is found unenforceable, then the entirety of this arbitration clause shall be null and void. 5 HC# 4851-0728-1179 FB FUNDING, LLC SECURITY AGREEMENT AND GUARANTY Seller's Legal Business Name Speedemissions Inc. Seller's D/B/A City: State: Speedemissions Inc. Zip: Physical Address 1015 Tyrone Road, Suite 220 Federal Tax ID 33-0961488 Tyrone GA 30290 Security Interest - This Security Agreement and Guaranty will constitute a security agreement under the Uniform Commercial Code (the "UCC"). Seller grants to FBF a security interest in and lien upon: (a) all accounts, chattel paper, cash, deposit accounts, documents, equipment, general intangibles, instruments, and inventory, or investment property, as those terms are defined in Article 9 of the UCC, now or hereafter owned or acquired by Seller, excluding any of Seller's assets that are obligations owed by consumers to Seller; (b) all proceeds, as that term is defined in Article 9 of the UCC; (c) all funds at any time in the Seller's accounts, regardless of the source of such funds; (d) present and future Electronic Check Transactions; and (e) any amount which may be due to FBF under this Agreement and the Payment Rights Purchase and Sale Agreement (together the "Agreements"), including but not limited to all rights to receive any payments or credits (collectively, the "Secured Assets"). Seller agrees to provide other security to FBF upon request to secure Seller's obligations under the Agreements. These security interests and liens will secure all of FBF's entitlements under the Agreements and any other agreements now existing or later entered into between Seller, FBF or an affiliate of FBF. FBF is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. This security interest may be exercised by FBF without notice or demand of any kind including by making an immediate withdrawal or freezing the Secured Assets. Pursuant to Article 9 of the UCC, as amended from time to time, FBF has control over and may direct the disposition of the Secured Assets, without further consent of Seller. Seller hereby represents and warrants that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, FBF will have all rights afforded under the UCC, any other applicable law and in equity. Seller will obtain from FBF written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Seller agrees that this is a contract of recoupment and FBF is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, Seller agrees not to contest or object to any motion for relief from the automatic stay filed by FBF. Seller agrees to execute and deliver to FBF such instruments and documents FBF may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in the Agreements. FBF is authorized to execute all such instruments and documents in Seller's name. Additional-Collateral. To secure Guarantor's payment and performance obligations to FBF under the Guaranty, the Guarantor hereby grants FBF a security interest in (the "Additional Collateral"). Guarantor understands that FBF will have a security interest in the aforesaid Additional Collateral upon execution of the Guaranty. DESCRIPTION OF ADDITIONAL COLLATERAL: Seller and each Guarantor acknowledge and agree that any security interest granted to FBF under any other agreement between Seller or Guarantor and FBF (the "Cross-Collateral") will secure the obligations hereunder and under the Payment Rights Purchase and Sale Agreement and the Guaranty. Seller and each Guarantor agree to execute any documents or take any action in connection with this Agreement as FBF deems necessary to perfect or maintain FBF's first priority security interest in the Collateral and the Additional Collateral, including the execution of any account control agreements. Seller and each Guarantor hereby authorize FBF to file any financing statements deemed necessary by FBF to perfect or maintain FBF's security interest, which financing statement may contain notification that Seller and/or Guarantor have granted a negative pledge to FBF with respect to the Collateral, and the Additional Collateral, and that any subsequent lienor may be tortuously interfering with FBF's rights. Seller and Guarantor shall be liable for, and FBF may charge and collect, all costs and expenses, including but not limited to attorney's fees, which may be incurred by FBF in protecting, preserving and enforcing FBF's security interest and rights. Negative Pledge. Seller and each Guarantor agree not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Additional Collateral, as applicable. Consent to Enter Premises and Assign Lease. FBF shall have the right to cure Seller's default in the payment of rent on the following terms. In the event Seller is served with papers in an action against Seller for nonpayment of rent or for summary eviction, FBF may execute its rights and remedies under the Assignment of Lease. Seller also agrees that FBF may enter into an agreement with Seller's landlord giving FBF the right: (a) to enter Seller's premises and to take possession of the fixtures and equipment therein for the purpose of protecting and preserving same; and/or (b) to assign Seller's lease to another qualified business capable of operating a business comparable to Seller's at such premises. Remedies. Upon any Event of Default, FBF may pursue any remedy available at law (including those available under the provisions of the UCC), or in equity to collect, enforce, or satisfy any obligations then owing to FBF, whether by acceleration or otherwise. Without limiting anything contained in the Agreements, including the immediately preceding sentence, or available to FBF by law, upon the occurrence of an Event of Default, FBF may do the following, which Seller authorizes, and which may be exercised in FBF's sole and absolute discretion and with or without legal process or further notice or demand to FBF. (i) enforce payment and prosecute any action or proceeding with respect to any and all of the Collateral: and (ii) foreclose the liens and security interests created under the Agreement and sell the Collateral by any available procedure, with or without judicial process. If an Event of Default occurs under the Agreements, at any time thereafter, FBF may exercise any one or more of the following rights and remedies: A. Assemble Collateral: FBF may require Seller to deliver to FBF all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. FBF may require Seller to assemble the Collateral and make it available to FBF at a place to be designated by FBF. FBF also shall have full power to enter, provided FBF does so without a breach of the peace or a trespass, upon the property of Seller to take possession of and remove 6 HC# 4851-0728-1179 the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Seller agrees FBF may take such other goods, provided that FBF makes reasonable efforts to return them to Seller after repossession. B. Sell the Collateral: FBF shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in FBF's own name or that of Seller. FBF may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, FBF will give Seller, and other persons as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at least 10 days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Obligations secured by this Agreement. To the extent permitted by applicable law, all such expenses will become a part of the Obligations and, at FBF's option, will: (i) be payable on demand; or (ii) be added to the balance of the amount due to FBF under the Payment Rights Purchase and Sale Agreement. D. Appoint Receiver: FBF shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Obligations. The receiver may serve without bond if permitted by law. FBF's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Obligations by a substantial amount. Employment by FBF shall not disqualify a person from serving as a receiver. E. Collect Revenues. Apply Accounts: FBF, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. FBF may at any time in FBF's discretion transfer any Collateral into FBF's own name or that of FBF's nominee and receive the payments, rents, income and revenues therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as FBF may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, chooses in action, or similar property, FBF may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose or realize on the Collateral as FBF may determine, whether or not any amount included within the Obligations is then due. For these purposes, FBF may, on behalf of and in the name of Seller, receive, open and dispose of mail addressed to Seller; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment or storage of any Collateral. To facilitate collections, FBF may notify account debtors and obligors on any Collateral to make payments directly to FBF. F. Obtain Deficiency: If FBF chooses to sell any or all of the Collateral, FBF may obtain a judgment against Seller for any deficiency remaining on the Obligations due to FBF after application of all amounts received from the exercise of the rights provided in this Agreement. Seller shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Ownership of Collateral. Seller represents and warrants that Seller is, and will until full satisfaction of all obligations to FBF be, the owner of all Collateral whenever acquired, free and clear of all liens, charges and encumbrances except those disclosed to and approved in writing by FBF. Seller will appear in, contest and defend against any action or proceeding purporting to affect title to, or any other interest in, any portion of the Collateral, or the rights or powers of FBF, its successors or assigns, or the right or interest of FBF, legal or beneficial, in any portion of the Collateral. Seller waives any right it may have to require FBF to pursue any third party for obligations in respect of the Collateral. Filing of Financial Statements. Seller authorizes FBF, at Seller's expense, to file and refile such financing statements, amendments, continuation statements, and other documents describing the Collateral in such offices as may be necessary or required in order to perfect or preserve FBF's security interest in the Collateral and hereby authorizes FBF to file financing statements and amendments thereto relative to all or any part of the Collateral where necessary or required to perfect or to continue the security interest granted herein without the signature of Seller where permitted by law, and Seller agrees to do such further acts and things and to execute and deliver to FBF any of the foregoing and such additional conveyances, assignments, agreements and instruments as FBF may reasonably require to carry into effect the purposes of this Agreement. Records of Collateral; Inspection. Seller will at all times keep accurate records with respect to the Collateral which are as complete and comprehensive as those customarily maintained by others engaged in businesses of the type in which Seller engages, and agrees that FBF or its representatives will have the right, at any time during normal working hours or any other reasonable time and from time to time, to call at its place or places of business or where the Collateral or any part thereof may be held or located or Seller's records pertaining to the Collateral may be kept and to inspect the Collateral and/or to examine or cause to be examined such records and to make abstracts therefrom or copies thereof. In addition, upon FBF's request, if FBF deems it necessary to perfect or preserve FBF's security interest in the Collateral, and at the cost and expense of Seller, Seller will mark or stamp on, or otherwise affix to, each item of Collateral and each of their individual ledger sheets, cards and other records pertaining thereto, a legend or plaque in form and content reasonably satisfactory to FBF indicating that such Collateral is subject to a security interest in favor of FBF. Within 5 business days after FBF's request, Seller shall deliver to FBF schedules of accounts and general intangibles. Lawful Purpose; Negotiable Document of Title. Seller agrees: (i) not to use the Collateral for any unlawful purpose nor to use it in any way that would void any insurance required to be carried in connection herewith; and (ii) if any Collateral becomes the subject of any negotiable document of title, including any warehouse receipt or bill of lading, to deliver such document to FBF. Restrictions. Seller represents, warrants and covenants with FBF that Seller will not, without FBF's prior written consent: (i) grant a security interest in or permit a lien, claim or encumbrance upon any of the Collateral to any person, association, firm, corporation, entity or governmental agency or instrumentality, (collectively, "Person"); (ii) permit any levy, attachment or restraint to he made affecting any of Seller's assets; (iii) permit any judicial officer, receiver or assignee to be appointed or to take possession of any or all of Seller's assets; (iv) change its name, business structure, corporate identity or structure, add any new fictitious names, liquidate, merge or consolidate with or into any other business organization; (v) move or relocate any Collateral; (vi) acquire any other business organization; (vii) enter into any transaction not in the usual course of Seller's business; (viii) incur any debts outside the ordinary course of Seller's business except renewals or extensions of existing debts and interest thereon; (ix) make loans, advances or extensions of credit to any Person; or (x) guarantee or otherwise, directly or indirectly, in any way be or become responsible for obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person, agreement for the furnishing of funds to any other Person through the furnishing of goods, supplies or services, by way of stock purchase, capital contribution, advance or loan, for the purpose of paying or discharging (or causing the payment of discharge of) the indebtedness of any other Person, or otherwise, except for the endorsement of negotiable instruments by the Seller in the ordinary course of business for deposit or collection. 7 HC# 4851-0728-1179 GUARANTY Personal Guaranty of Performance. FBF is buying the Purchased Amount of Future Receipts knowing the risks that Seller's business may slow down or fail, and FBF assumes these risks based on Seller's representations, warranties and covenants in the Payment Rights Purchase and Sale Agreement (the "Agreement"), which are designed to give FBF a reasonable and fair opportunity to receive the benefit of its bargain. The undersigned Guarantor(s) hereby unconditionally guarantees to FBF, Seller's good faith, truthfulness and performance of all of the representations, warranties, covenants made by Seller in the Agreement as each may be renewed, amended, extended or otherwise modified (the "Guaranteed Obligations"). Guarantor's obligations are due at the time of any Event of Default under the Agreement. Guarantor Waivers. In the Event of Default, FBF may seek recovery from Guarantor for all of FBF's losses and damages by enforcement of FBF's rights under this Guaranty without first seeking to obtain payment from Seller, any other guarantor, or any Collateral or Additional Collateral FBF may hold pursuant to the Agreement, the Security Agreement or any other guaranty. FBF does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under the Agreement and this Guaranty if it is not notified of: (i) Seller's failure to pay timely any amount owed under the Agreement; (ii) any adverse change in Seller's financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; (iv) FBF's acceptance of the Agreement; and (v) any renewal, extension or other modification of the Agreement or Seller's other obligations to FBF. In addition, FBF may take any of the following actions without releasing Guarantor from any of its obligations under the Agreement and this Guaranty: (i) renew, extend or otherwise modify the Agreement or Seller's other obligations to FBF; (ii) release Seller from its obligations to FBF; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement or this Guaranty. Until the Purchased Amount and Seller's other obligations to FBF under the Agreement are paid in full, Guarantor shall not seek reimbursement from Seller or any other guarantor for any amounts paid by it under the Agreement or this Guaranty. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Seller, any other guarantor, or any collateral provided by Seller or any other guarantor, for any amounts paid by it, or acts performed by it, under the Agreement or this Guaranty: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that FBF must return any amount paid by Seller or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor's obligations under the Agreement and this Guaranty shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He / She understands the seriousness of the provisions of the Agreement, including the Jury Trial Waiver and Arbitration sections, the Security Agreement, and this Guaranty; (ii) He / She has had a full opportunity to consult with counsel of his/her choice; and (iii) He / She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity. Joint and Several Liability. The obligations hereunder of the persons or entities constituting Guarantor under the Agreement and this Guaranty are joint and several. THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT, INCLUDING THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT TERMS AND CONDITIONS, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT, INCLUDING THE PAYMENT RIGHTS PURCHASE AND SALE AGREEMENT TERMS AND CONDITIONS FOR THE SELLER #1 (PRINT NAME & TITLE BELOW) SIGNATURE Richard Parlontieri FOR THE SELLER #2 (PRINT NAME & TITLE BELOW) SIGNATURE FOR THE OWNER / GUARANTOR #1 (PRINT NAME & TITLE BELOW) SIGNATURE Richard Parlontieri FOR THE OWNER /GUARANTOR #2 (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS SELLER (SIGN BELOW) MUST SIGN AS OWNER ALSO (SIGN BELOW) HC# 4851-0728-1179 8 AGREEMENT FOR DIRECT DEPOSITS (ACH CREDITS) AND DIRECT COLLECTIONS (ACH DEBITS) This Agreement for Direct Deposits (ACH Credits) and Direct Collections (ACH Debits) is part of (and incorporated by reference into) the Payment Rights Purchase and Sale Agreement (the "Agreement"). Seller should keep this important legal document for Seller's records. DISBURSMENT OF PURCHASE PRICE. By signing below, Seller authorizes Buyer after electing to purchase the Specified Amount of Future Payment Rights to disburse the Purchase Price set forth in the Agreement by initiating an ACH credit to the bank account described below (or a substitute bank account Seller later identifies and is acceptable to Buyer) (the "Account"). COLLECTION OF FUNDS ARISING FROM SPECIFIED AMOUNT OF FUTURE PAYMENT RIGHTS. By signing below, Seller authorizes Buyer to collect the funds arising from the Specified Amount of Future Payment Rights Buyer is entitled to receive under the Agreement by initiating ACH debits to the Account in amounts not to exceed the amount of the Daily Collection set forth in the Agreement. Seller authorizes Buyer to initiate an ACH debit to the Account on the Initial Collection Date set forth in the Agreement and an ACH debit to the Account each Business Day after the Initial Collection Date until Buyer (i) collects the entire Specified Amount of Future Payment Rights or (ii) initiates the Maximum Number of ACH Debits set forth in the Agreement, whichever occurs first. BUSINESS PURPOSE ACCOUNT. By signing below, Seller attests that any account into which Seller deposits funds arising from Future Payment Rights, including, but not limited to, the Account, was established for business purposes and not primarily for personal, family or household purposes. MISCELLANEOUS. Seller understands that Seller is responsible for ensuring that funds arising from Future Payment Rights remain in the Account each day until Buyer debits the amount that the Agreement authorizes Buyer to debit from the Account for that day. Buyer is not responsible for any overdrafts or rejected transactions that may result from Buyer debiting any of Buyer's accounts. The ACH authorizations provided for in this agreement will remain in effect until Buyer has received written notification from Seller of its termination in such time and in such manner as to afford Buyer and Seller's depository bank a reasonable opportunity to act on it. Buyer is not responsible for any fees charged by Seller's bank as the result of credits or debits initiated under this Agreement. The origination of ACH transactions to Seller's accounts, including, but not limited to, the Account, must comply with the provisions of U.S. law. ACCOUNT INFORMATION Bank Name: Bank Telephone Number: Branch Address: City: State: Zip: Routing Number; Account Number: SELLER SIGNATURE Print Seller's Name: Richard Parlontieri Federal Tax ID #: 33-0961488 Signature: Title: Date: 47437.5 Revised 7/17/13 791-101 APPENDIX A: THE FEE STRUCTURE: a. Origination Fee -$295.00 Covers everything and related expenses. b. ACH Program Fee -$395.00 ACH Debits are labor intensive and are not an automated process requiring us to charge this fee to cover costs. c. NSF Fee (Standard) -$35.00 each Up to FOUR TIMES ONLY before a default fee is declared. d. Rejected ACH -$100.00 When the Merchant directs the bank or rejects our ACH. e. Bank Change Fee -$50.00 When the merchant requires a change of account to be debited, requiring Fast Business Funding to reconfigure the ACH collections. f. Blocked Account -$2,500.00 When the merchant BLOCKS account from our ACH debit which places them in default (per contract). g. Default Fee -$2,500.00 When the merchant changes bank accounts cutting us off from collections. h. Wire Fee -$35.00 Money received the same day. i. ACH Fee -$15.00 Money received the next day. Merchant Initials

Exhibit 10.26

MERCHANT SALES AGREEMENT October 24, 2014 Entrepreneur Now Seller Information Legal Names: Speedemissions Inc. D.B.A: Speedemissions State of Incorporation: GA Type of Entity: Corporation Federal Tax ID #: 33-0961488 Bank Name: Regions Mailing Address: 1015 Tyrone Road, Suite 220, Tyrone GA 30290 Guarantors' Information Principal/ CEO: Richard. A Parlontieri D.O.B.: 10/08/1945 Residential Address: 106 North Cove Drive, Peachtree City GA 30269 Mail Address: Same 1. Purchase and Sale of Future Receivables 1.1 Pursuant to the terms and conditions stated in this Merchant Sales Agreement, Entrepreneur Now, an entity having a business address at 366 North Broadway, Suite 410, Jericho, NY 11753 (the "Buyer") hereby agrees to purchase from Speedemissions Inc., D/B/A Speedemissions, the "Seller") and Seller agrees to sell to Buyer $72,000.00 ("Purchased Amount") of Seller's future Receivables which shall include any and all Receivables earned by Seller in the ordinary course of Seller's business from any source whatsoever, including but not limited to all future accounts, contract rights and other entitlements arising from or relating to the payment of monies from Seller's customers, vendors, and/or other third party payors (hereinafter referred to as "Seller's Receivables"). Seller agrees to sell to Buyer the Purchased Amount for the cash price of $50,000.00 ("Purchase Price"). The Purchased Amount shall be retrieved at the rate of $1,000.00 per day, five (5) days per week, via an ACH/ADF transaction ("Daily Retrieval Rate") from the bank account designated by Seller to Buyer ("Designated Account") until Buyer has irrevocably received the aggregate Purchased Amount of $72,000.00 from Seller. Seller hereby assigns sells and transfers to Buyer all of its right, title and interest in the Purchased Amount to Buyer. Seller further agrees that Buyer will charge a $995,00 administrative fee to cover Buyer's costs in connection with the purchase of the Purchased Amount. Buyer may deduct such amount from the Purchase Price. Purchase Price: $50,000.00 Purchased Amount: $72,000.00 Daily Retrieval Rate: $1,000.00 2. Agreement to Establish ACH/ADF Authorization. The Designated Account shall be: Bank Name: Routing Number: Account Number: Ile 2.1.1 ACH/ADF. Seller agrees to and shall execute an Authorization Agreement for Direct Deposit and Automatic Draft Funding (ACH/ADF Credit) and Direct Payments (ACH/ADF Debits) which Authorization is attached hereto and shall be incorporated by reference in this Merchant Sales Agreement (See Exhibit "A" attached hereto and referred to hereinafter as "ACH/ADF Authorization") This ACH/ADF Authorization shall authorize Buyer to collect the Purchased Amount from the Seller's Designated Account. 2.1.2 Insufficient Funds or Returned ADF. In the event any ACH, or ADF transaction is returned for insufficient funds (NSF) or for any reason whatsoever, on a date when such ACH or ADF transaction was scheduled under this Agreement, Seller shall pay a fee of fifty ($50.00) dollars for each NSF and such fee shall be due and added to the next scheduled ACH and/or ADF debit. 2.2 Trial Period. Upon the execution of this Agreement by Seller and Buyer, but before Buyer's payment of the Purchase Price, Seller agrees to allow Buyer to conduct a processing trial for two (2) business days to ensure that Buyer can properly withdraw funds from the Designated Account (the "Trial Period"). Buyer agrees to make a determination to purchase, or not, the Purchased Amount promptly after the end of the Trial Period. If Buyer decides to purchase the Purchased Amount, then all of the monies received by Buyer in connection with the Trial Period shall be applied toward the Purchased Amount. If Buyer decides not to purchase the Purchased Amount, then Buyer is not obligated to pay the Purchase Price, and this Agreement shall be immediately terminated and be of no further force or effect. In such event, all monies received from Seller during the Trial Period will be returned to the Seller. Entrepreneur Now 1 of 9 Seller's Initials RP MERCHANT SALES AGREEMENT TERMS AND CONDITIONS 3. Seller's Representations, Warranties and Conduct 3.1 Seller's Representations and Warranties. As a further condition of this Merchant Sales Agreement, Seller represents and warrants that (i) All information provided by or on behalf of Seller to Buyer in connection with this Merchant Sales Agreement, end Seller's Application ("Application") during the application process, are true, correct and complete; (ii) Seller has been operating Seller's business at Seller's present location for at least the last 12 consecutive months prior to the Effective Date; (iii) Seller will not change Seller's name or the location of Seller's business during the Term of this Agreement, (iv) The Purchased Amount is solely owned by Seller and shall not be assigned, conveyed or encumbered except for the sale to Buyer as provided for herein, (v) None of Seller's Receivables, nor any portion of the Purchased Amount, are subject to any liens or encumbrances, and are valid, true and correct and enforceable obligations of the parties thereto including the customer and the bank that issued the related credit and for debit card, (vi) Seller and Owner are not aware of any claims, actions, proceedings, or circumstances that would cause any of the Purchased Amount to not be fully collectible; (vii) Seller is not the subject of any litigation or claims asserted or threatened by any third party except for claims arising in the ordinary course of business that are covered by adequate insurance or which claims alleged do not exceed $15,000, (viii) Seller will not sell, dispose, convey or otherwise transfer its business or substantially all of its assets to another person or business entity without Buyer's express prior written consent and without the assumption by that entity or person of all of Seller's obligations under this Merchant Sales Agreement pursuant to documentation reasonably satisfactory to Buyer, and Seller has no plans or intentions to close, shutdown or temporarily discontinue doing business for any reason whatsoever until this Agreement has been fully satisfied; (ix) Seller and/or Guarantor is current on all rent payments under a commercial lease agreement with at least one year remaining in its term, or otherwise is current on any and all mortgage payments for the business premises; (x) Seller and Owner know of no fact or circumstance that would cause the Purchased Amount to decrease in amount, quality or collectability other than due to general economic conditions. 3.2 Seller's Conduct. Seller will (I) conduct its business consistent with past practice; (ii) not use the Designated Account for deposit of all Seller's Receivables for payment for Seller's products and/or services; (iii) Intentionally Omitted; (iv) Intentionally Omitted; (v) not change its arrangements with the Designated Account in any way that is adverse to the Buyer, (vi) not change the Designated Account nor open any additional business bank accounts without providing Buyer with written notice of such change or additional accounts and Seller shall provide all bank account information to Buyer; (vii) not incur any material debt on the business without Buyer's prior written consent; (viii) not commit fraud; and (ix) not be insolvent or become insolvent; (x) not sell or assign the business or any assets of the business to any third parties without Buyer first receiving the Purchased Amount in full. 3.2.1 Business Information. Seller shall furnish Buyer with such information as the Buyer may request from time to time. 3.2.2 Reliance on Information. Seller acknowledges that the information (financial and other) provided by or on behalf of Seller has been relied upon by Buyer in connection with Buyer's decision to purchase the future Receivables of Seller. 3.2.3 Governmental Approvals. Seller possesses and is in compliance with all permits, licenses, approvals, consents and other authorizations necessary to conduct the business, in which it is presently engaged, and to own, operate and lease its properties. 3.2.4 Compliance with Law. Seller is in compliance with any and all applicable federal, state and local laws and regulations in connection with the operation of the business in which it is presently engaged. 3.2.5 Authorization. Seller, and the persons signing this Merchant Sales Agreement on behalf of Seller, has full power and authority to enter into and perform the obligations under this Merchant Sales Agreement all of which have been duly authorized by all necessary and proper action. 3.2.6 Insurance. Seller shall maintain insurance in such amounts and against such risks as are consistent with past practice and shall show proof of such insurance upon Buyer's reasonable request. 3.2.7 Name Change or Location. Seller will not conduct its businesses under any name other than as disclosed to the Buyer or change any of its places of business. 3.2.8 Suspend Business. Seiler will not suspend or terminate its business for repairs and renovations during the pendency of this Agreement. 3.3 DEFAULT. A violation of any of the terms and/or conditions of this Section 3 constitutes a Default by Seller of the terms and conditions of this Merchant Sales Agreement. 3.3.1 It shall further be considered a breach of the terms and/or conditions of this Agreement and a Default by Seller upon the occurrence of any of the following events (each, an "Event of Default"): (i) Seller ceases to do business, or otherwise terminates or begins to wind down its business operations; (ii) Seller fails to deposit all of its Receivables into the Designated Account; (iii) Seller fails to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business or if any such license, registration, permit, authorization or approval is revoked or suspended and the foregoing has an adverse effect on Seller's ability to perform its obligations hereunder; (iv) Seller defaults or becomes delinquent in any of its facility leases, or otherwise defaults under any other loan, extension of credit, line of credit, credit facility or other agreement with a vendor, supplier or otherwise; (v) Any creditor of Seller forecloses or initiates a foreclosure or other proceeding, by repossession or otherwise, against any of Seller's assets; (vi) Any event occurs which has or reasonably could have a adverse effect on Seller or its business that could reasonably impair its ability to conduct its business, process credit cards or otherwise satisfy its obligations under this Agreement, including but not limited to the credit card processor's suspension, interruption or termination of processing services for Seller; (vii) Seller becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other *) Seller Entrepreneur Now 2 of 9 Seller's Initials RP uses an alternative business entity to conduct similar business to that which is being conducted by Seller which results in a delay or the circumvention of Buyer's receipt of the Purchased Amount. 4. Limited Personal Performance Guarantee In consideration of the Buyer entering into this Merchant Sales Agreement and to induce Buyer to enter into this Merchant Sales Agreement the undersigned principal(s) of Seller (the "Guarantor(s)") hereby personally guarantee(s) performance of the Merchant Sales Agreement and full payment of the Purchased Amount to Buyer in the event of a Default by Seller of this Merchant Sales Agreement as set forth in Section 3 herein. This Personal Performance Guarantee shall be continuing and irrevocable and the Guarantor(s) waives demand of payment, notice of presentment and agrees that Buyer may proceed directly against Guarantor(s) without first proceeding against Seller. Guarantor further guarantees the payment of all costs and expenses (including attorneys' fees) which may be incurred as a result of Seller's Breach of this Merchant Sales Agreement. If there is no Breech by Seller of this Merchant Sales Agreement, Guarantor has no obligation to Buyer. 5. Remedies of Buyer Remedies 5.1 Accelerated Damages Clause: In the event of Seller(s) Default under any provision of this Merchant Sales Agreement, Entrepreneur Now may immediately declare the remaining portion of the Purchased Amount to be immediately due and payable, together with all out of pocket expenses accruing due to the breach of this Merchant Sales Agreement; upon the occurrence of a Default, such amounts shall immediately and automatically become due and payable without any further action by Entrepreneur Now. Upon such declaration or such automatic acceleration, the balance then outstanding of the Purchased Amount shall become immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Seller and Entrepreneur Now may thereupon exercise any remedies available to it at law and pursuant to the Merchant Sales Agreement. Failure by Entrepreneur Now to immediately require performance of this provision shall not affect Entrepreneur Now's right to require performance of this provision at any time thereafter. 5.2 Data: ages. In the event of a breach of any of the provisions of this Merchant Sales Agreement, Seller agrees that Buyer will be entitled to, among other things, damages equal to the amount by which the cash attributable to the Purchased Amount of future Receivables exceed the amount of cash received from the Receivables that have previously been delivered by Seller to Buyer under this Merchant Sales Agreement. Seller agrees to (i) change its primary deposit account to a bank or financial institution of Buyer's discretion to enable Buyer to continue to collect the Purchased Amount as set forth herein, or (ii) authorize Buyer to debit, on a daily basis via an ACH transaction, all or part of the Purchased Amount deposited in its bank account until the Seller's obligations under this Agreement are complete. Buyer will deduct automatically all such monies within a time frame left to the full and singular discretion of Buyer, regardless of the status of the Seller's bank account. Buyer shall be entitled to receive from Seller all reasonable costs associated with a breach by Seller of any of the representations and warranties or covenants provided for under this Merchant Sales Agreement. 5.3 Inadequate Remedies. If a party breaches Section 2 or Section 3 of this Merchant Sales Agreement, the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to such party will be impossible to calculate and therefore an inadequate remedy. Accordingly, the non-breaching party may (i) seek temporary and permanent injunctive relief against the breaching party or (ii) exercise any other rights and seek any other remedies to which the non-breaching party may be entitled to at law, in equity and under this Agreement for any violation of Section 2 of this Agreement Provisions of this Section 5.4 shall survive the expiration or termination of this Agreement. 5.4 Fees Dues Upon The Occurrence of the Following Events: 5.4.1 Default. In the event that Seller violates any of Seller's Representations, Warranties, and Conduct as set forth in Section 3 herein, or any of the other provisions of this Agreement, including but not limited to taking another cash advance from a third party company, changing or permitting the change of the Designated Bank Account, or changing the name or location of the business, and Buyer is forced to place a hold or a freeze on any processing account or bank account consistent with its Perfected Security Interest, or take any other remedial action, Seller shall be charged and agrees to pay a fee of $2,500.00 for each such violation. 5.4.2 Modifying Terms of Merchant Sales Agreement. In the event that Seller requests a change in the terms of this Merchant Sales Agreement prior to Buyer receiving the Purchased Amount from Seller in full, Seller shall be charged an Agreement Modification fee of $750.00 for each such modification and such fee shall be added to the Purchased Amount or set forth herein, 5.4.3 Insufficient Funds or Returned ADF. In the event any ACH, or ADF transaction is returned for insufficient funds (NSF) or for any reason whatsoever, on a date when such ACH or ADF transaction was scheduled under this Agreement; Seller shall pay a fee of fifty ($50.00) dollars for each NSF and such fee shall be due and added to the next scheduled ACH and/or ADF debit. In the event that any ACH or ADF transaction is stopped by Seller without notice and without justification, Seller shall pay a fee of one hundred. ($1 00.00) dollars for each stopped payment and such fee shall be due and added to the next scheduled ACH and/or ADF debit. 6. Additional Terms 6.1 Sale of Future Receivables Not A Loan. (i) Seller and Buyer acknowledge and agree that the transaction memorialized in this Merchant Sales Agreement is a purchase of the Purchased Amount of Seller's future Receivables, and is not intended to be, nor shall it be construed as a loan from Buyer to Seller. Each future Receivable purchased by Buyer hereunder represents a bona fide sale by Seller. Seller acknowledges that no law applicable to lending transactions is intended by Buyer or Seller to apply to the purchase of future Receivables covered by this Merchant Sales Agreement, and (ii) Each future Receivable purchased by Buyer which becomes an actual receivable hereunder shall be owned by Seller free and clear of all encumbrances. Entrepreneur Now 3 of 9 Seller's Initials RP 6.2 No Right to Repurchase. Seller acknowledges that it has no right to repurchase the Purchased Amount of future Receivables from Buyer. 6.3 Notice Filing of UGC-I. Buyer has the right under this Merchant Sales Agreement to file a financing statement consistent with the Uniform Commercial Code to give notice that the Purchased Amount of Seller's future receivables, including but not limited to cash on hand and in deposit in bank accounts, and all other receivables generated by Seller are the property of Buyer. It shall be an event of default under this Merchant Sales Agreement if the Seller refuses to sign any and all documents related to such filing. The UCC filing shall state that the sale of Seller's future receivables, including but not limited to cash on hand and in deposit in bank accounts, and all other receivables generated by Seller are intended to be a sale and not an assignment for security and that Seller is prohibited from obtaining any financing that impairs the value of its future Receivables or Buyer's right to collect same up to the Purchased Amount. Buyer reserves the right to obtain reimbursement from Seller of all costs associated with the filing of any UCC statements. 6.3.1 Assignment of Receivables. In order to secure and provide for the due and punctual payment under this Agreement, and all other sums that may hereafter become secured by or payable by Seller under this Merchant Sales Agreement, Seller shall grant, assign, and transfer to Buyer all legal right, title and interest in and to all monies and claims for monies due and to become due to Seiler under any of Seller's Receivables. In accordance therewith, Seller agrees to and shall execute an Assignment of Receivables, which Assignment is attached hereto and shall be incorporated by reference in this Merchant Sales Agreement. (See Exhibit "B" attached hereto). 6.3.2 Seller and Guarantor each acknowledge and agree that any security interest granted to Buyer under any other agreement between Seller or Guarantor and Buyer (the "Cross Collateral") will secure the obligations under this Merchant Sales Agreement Sellers and Guarantors each acknowledge and agree that the Buyer may collect the Purchased Amount jointly and severally from the any or all of the Sellers as set forth in this Merchant Sales Agreement, and each Guarantor shall be jointly and severally liable to Seller should there be a basis to enforce the Personal Performance Guaranty against. 6.4 Terms of Merchant Sales Agreement. This Merchant Sales Agreement shall be in full force and effect until the Purchased Amount of Seller's Receivables have been delivered by Seller to Buyer. 7. Miscellaneous Section 7.1 Modifications; Amendments. No modification, amendment, or waiver of any provision of this Merchant Sales Agreement shall be effective unless the same shall be in writing and signed by both parties and subject to the fees as set forth in 5.4.1b supra. 7.2 Notices. All notices, requests, demands and other communications relevant to this Merchant Sales Agreement shall be in writing and shall be delivered by mail, overnight delivery or hand delivery to the respective parties to this Merchant Sales Agreement at the addresses set forth on the face of this Merchant Sales Agreement. 7.3 Waiver; Remedies. No failure on the part of Buyer to exercise, and no delay in exercising, any right under this Merchant Sales Agreement shall operate as a waiver of such right nor shall any single or partial exercise of any right under this Merchant Sales Agreement preclude any other or further exercise of any other right The remedies provided under this Merchant Sales Agreement are cumulative and not exclusive of any remedies provided by law or equity. Buyer may exercise any and all rights provided for in this Merchant Sales Agreement without giving prior notice to Seller. 7.4 Binding Effect on Buyer. This Merchant Sales Agreement shall not be binding upon Buyer until Buyer remits to Seller the Purchase Price as set forth herein, and Buyer reserves the right to and may cancel this Merchant Sales Agreement at any time prior to Buyer remitting the Purchase Price to Seller. In the event that Buyer cancels this Merchant Sales Agreement at any time, Seller shall have no recourse against Buyer, and Seller agrees that it will have suffered no compensable damages and have no claim against Buyer should Buyer elect to cancel this Agreement at any time prior to actual remittance of the Purchase Price to Seller. 7.4.1 Binding Effect on Buyer and Seller. This Merchant Sales Agreement shall be binding upon Buyer and Seller and inure to the benefit of Seller and Buyer and their respective successors and assigns, except that Seller shall not have the right to assign its rights under this Merchant Sales Agreement or any interest therein without the express prior written consent of Buyer and without the assumption of all of Seller's obligations under this Merchant Sales Agreement pursuant to documentation reasonably satisfactory to Buyer. Buyer reserves the right to assign this Merchant Sales Agreement with or without prior notice to Seller. 7.5 Governing Law. This Merchant Sales Agreement shall be governed by and construed in accordance with the laws of the State of New York. Seller hereby submits to the jurisdiction of the Supreme Court State of New York, County of New York, and waives any Jury Trial or claim that the action is brought in an inconvenient forum, that venue of the action is improper, or that this Merchant Sales Agreement or the transactions which are the subject of this Merchant Sales Agreement may not be enforced in or by any of the above-named courts, 7.6 Costs to Enforce Merchant Sales Agreement Payable by Seller. Buyer shall be entitled to receive from. Seller, and Seller shall pay to Buyer, all costs incurred by Buyer in connection with a breach by Seller of the representations and warranties or covenants set forth in this Merchant Sales Agreement and/or Buyer's enforcement of the remedies provided in this Merchant Sales Agreement for any such breach, including but not limited to court costs and attorney's fees and disbursements. 7.7 Survival of Representations, etc. All representations and warranties and covenants in this Merchant Sales Agreement shall survive its execution and delivery, and shall continue in full force and effect until all obligations under this Merchant Sales Agreement shall have been fully satisfied and this Merchant Sales Agreement shall have terminated. Entrepreneur Now 4 of 9 Seller's Initials RP 7.8 Severability. If any one or more of the provisions in this Merchant Sales Agreement should be invalid, illegal or un enforceable in any respect, the validity, legality and enforceability of the remaining provisions in this Merchant Sales Agreement shall not in any way be affected or impaired. 7.9 Entire Agreement This Merchant Sales Agreement contains the entire agreement and understanding between Seller and Buyer and supersedes all prior agreements and understandings relating to the subject matter hereof unless otherwise specifically reaffirmed or restated herein. 7.10 Jury Trial Waiver. The parties to this Merchant Sales Agreement waive trial by jury in any court in any suit, action or proceeding on any claim arising out of or in connection with or in any way related to the transactions which are the subject of this Merchant Sales Agreement, except where such waiver is prohibited by law or deemed by a court of' law to be against public policy. The parties hereto acknowledge that each makes this waiver knowingly, willingly and voluntarily and without duress, and only after extensive consideration of the ramifications of this waiver with their attorneys. 7.11 Termination. Entrepreneur Now shall not be bound by this agreement until it is fully executed and Entrepreneur Now may cancel this transaction without liability at any time prior to actual funding. 7.12 Confession of Judgment.in the event Seller violates any of the Seller's Representations, Warranties and Conduct as set forth in Section 3 herein, or any of the provisions of this Agreement, Seller and Guarantor/Owner hereby consent to the entry of a Judgment against the Seller in favor of the Buyer in the State of New York, County of New York. The Seller consents, and agrees to and grants a Judgment in favor of Buyer for the sum of money equal to the Purchased Proceeds less monies collected by Buyer to date, plus any and all costs and expenses. In accordance herewith, Seller shall execute an Affidavit of Confession of Judgment to be filed only in the event of Seller's Default of this Agreement. (See Exhibit "C" attached hereto and incorporated by reference to this Merchant Sales Agreement). This Affidavit may be filed without Notice or Presentment to the Clerk of the Court and a Judgment shall be entered against the Seller and Owner and in favor of Buyer. 1 have read and agree to the Terms and Conditions set forth above: Buyer Entrepreneur Now: By:__________________________ __________________________ (Company Officer) (Sales Associate) Seller Speedemissions Inc. D/B/A: Speedemissions By: /s/ Richard Parlontieri Richard Parlontieri, Pres/Chief Exec. Off. (Signature) (Print Name and Title) Witnessed By: /s/ Jackie Isom Jacki Isom (Signature) (Print Name) Date: 10/24/14 Entrepreneur Now 5 of 9 Seller's Initials RP Personal Performance Guaranty The undersigned Owner(s) (collectively, "Guarantor"), who are the owners of the Seller(s), hereby jointly and severally unconditionally and irrevocably personally guarantee(s) performance of all terms and conditions of the Merchant Sales Agreement including but not limited to paying to Buyer the full outstanding balance of the Purchased Amount due to Buyer at the time of Seller(s) Default as set forth in Section 3 of this Merchant Sales Agreement, which is entitled Seller's Representations, Warranties and Conduct. (The obligations of Seller contained in Section 3 and the payment of the Purchased Amount are collectively referred to herein as the "Guaranteed Obligations") Guarantor(s) hereby jointly and severally unconditionally and irrevocably guarantee the immediate payment of all monies owed to Buyer by Seller under the Agreement in the event of a Breach of any of the Guaranteed Obligations by Seller, whether or not the Guaranteed Obligations are found to be invalid, illegal or unenforceable, this being a guaranty of payment and not a guaranty of collection. This Guaranty shall remain in full force and effect notwithstanding the fact that, at any particular time, no Guaranteed Obligations may be outstanding. All of the terms of Section 3 of the Merchant Sales Agreement, including Owner's agreement to submit to the jurisdiction of New York for all disputes arising out of this Guaranty, are hereby incorporated herein by reference except that reference to "Agreement" in such Sections shall mean this Guaranty. GUARANTOR WAIVES ANY AND ALL SURETYSHIP DEFENSES, WHETHER ARISING BY CONTRACT, STATUTE OR BY OPERATION OF LAW. Guarantor agrees to pay all costs and expenses, including reasonable attorneys' fees incurred by Buyer, to enforce the provisions of this Guaranty, as determined by the court. In addition, each Guarantor agrees to pay on demand all damages incurred by Buyer arising out of a breach of any of the Sellers Representations, Warranties and Conduct that are listed below, including, without limitation, the full amount of all monetary obligations owed by Seller to Buyer under the Agreement. Guarantor waives all protection afforded it under New York law or other applicable law and any related rights to revoke this Guaranty as to future Guaranteed Obligations. The Guarantor(s) to this Agreement are hereby notified that a negative credit report reflecting on his/her credit record may be submitted to a credit reporting agency if the terms of this Agreement are breached. Each Guarantor acknowledges receiving a copy of this Agreement and having read the terms of this Agreement, including without limitation, the guarantee set forth in this paragraph, and each Guarantor's signature below shall serve as confirmation that each such Guarantor understands all terms and conditions of this Agreement. Guaranteed By: Richard A Parlontieri / Chief Executive 0fficer By: /s/ Richard Parlontieri Richard Parlontieri, Pres/Chief Exec. Off. (Signature) (Print Name and Title) Witnessed By: /s/ Jackie Isom Jacki Isom (Signature) (Print Name) Date: 10/24/14 Entrepreneur Now 6 of 9 Seller's Initials RP AUTHORIZATION TO INITIATE ACH DEBIT ENTRIES Name of Company Entrepreneur Now SPEEDEMSSIONS, INC. CUSTOMER INFORMATION I (We) hereby authorize Company as shown above, hereinafter called COMPANY, to initiate debit entries to my (our) bank account as detailed below, and to debit the same to such account. Should a transaction be returned, I (we) further authorize debiting this account for non-sufficient fund fees according to applicable State Law. I (we) acknowledge that the origination of ACH transactions to my (our) account must comply with the provisions of U.S. Law. Full Name on Account: SPEEDEMISSIONS, INC. Account #: Routing #: Account Type (select one): ☑Checking ❑ Savings Account Class (select one): ❑Consumer Account ☑ Business Account Debit Payment Details: Payment Amount: $800.00 Number of payments: 72 Date of next payment: - Frequency of payments: Daily/5 days per week (example: one-time, monthly, etc.) I understand that this authorization is to remain in full force and effect until Company has received written notification from me of its termination at least five (5) business days prior to the payment due date. I further understand that canceling my ACH authorization does not relieve me of the responsibility of paying my account in full, and that if I cancel or revoke this authorization before any remaining debt is paid in full, the Company may take additional actions including legal actions to secure the debt. Customer Signature: /s/ Rich Parlontieri Date: 10/24/14 (Authorized Signer for Account) Customer Printed Name: Rich Parlontieri Customer Contact Telephone #: 770-306-7667 Entrepreneur Now 7 of 9 Seller's Initials RP "Exhibit B" ASSIGNMENT' OF RECIEVABLES October 24, 2014 THIS ASSIGNMENT OF ACCOUNTS RECEIVABLES ("Assignment"), dated as of October 24, 2014, from Speedemissions Inc., a GA company ("Assignor") to DLG ADV, LLC d/b/a Entrepreneur Now, a New York limited liability company ("Entrepreneur Now") ASSIGNMENT. Assignor (a) In order to secure and provide for the due and punctual (i) payment under the Merchant Sales Agreement, and all other sums that may hereafter become secured by or payable by Assignor under this Merchant Sales Agreement, or other documents related thereto, and (ii) performance and observance of, and compliance with, the covenants, terms and conditions of Assignor under the Merchant Sales Agreement, and the other documents, (b) does hereby sell, assign, pledge, mortgage, transfer, grant a security interest in and lien on, set over and confirm unto Entrepreneur Now, its successors and assigns, all of Assignor's right, title and interest in and to all monies and claims for monies due and to become due to Assignor under any Accounts Receivables. ASSIGNOR TO REMAIN LIABLE. Anything in this Assignment to the contrary notwithstanding, Assignor shall remain liable under the any Contracts, and shall observe, perform and fulfill all of the conditions and obligations to be observed, performed and fulfilled by it thereunder, and Entrepreneur Now shall have no obligation or liability thereunder or by reason of or arising out of this Assignment, nor shall Entrepreneur Now be required or obligated in any manner to observe, perform or fulfill any of the conditions or obligations of Assignor thereunder or pursuant thereto, or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by it or Assignor, Inc. or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to Entrepreneur Now or to which Entrepreneur Now may be entitled hereunder at any time or times. REPRESENTATIONS AND WARRANTIES. Assignor hereby represents, warrants and agrees that except for this Assignment it has not assigned, pledged or otherwise granted a security interest in or lien on, and hereby agrees that it will not assign, pledge or otherwise grant a security interest in or lien on the whole or any part of the rights, titles and interests hereby assigned to anyone other than Entrepreneur Now, or its successors or assigns. The foregoing Assignment is hereby acknowledged and accepted as of the day and year first above written: Speedemissions Inc. D/B/A: Speedemissions /s/ Richard. A Parlontieri Name: Richard. A Parlontieri Title: Chief Executive Officer Date: i10/24/2014 Witnessed By: /s/ Jacki Isom Name: Jackie Isom Date: 10/24/14 Entrepreneur Now 8 of 9 Seller's Initials RP

Exhibit 10.27

$20,000.00 TYRONE, GA. NOVEMBER 5, 2014 PROMISSORY NOTE FOR VALUE RECEIVED, SPEEDEMISSIONS, INC. (a Florida corporation (the "Debtor"), the principal office of which is located at 1015 Tyrone Rd. B710. Tyrone, Ga. 30290, ("Office"), hereby promises to pay to DIANNA M. PARLONTIERI a Georgia resident, located at 106 North Cove Drive, Peachtree city, Ga. 30269, or her successors or assigns (the "Payee"), the principal sum of TWENTY THOUSAND DOLLARS AND NO1100 ($20,000.00 + 2% Interest of FOUR HUNDRED DOLLARS AND NO/100, $600.00). Payment of all amounts due hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts by wire or bank check. The following is a statement of the rights of the Payee and the conditions to which this Note is subject, and to which the Payee, by the acceptance of this Note, agrees: 1. Payment. This Note is to be paid in full with proceeds from the closing of the Salt Lake City, Utah Speedemissions stores to Dekra Automotive North America. In the event this Note is not paid in full, then on a monthly basis, commencing the 15th of day December, 2014 and continuing until this Note is paid in full, Debtor shall pay Payee $1,700.00 per month for a period of 12 months. Any overdue payment of principal or interest on this Note shall bear interest at a per annum rate of interest equal to ten percent (10%) until paid, payable on demand, but only to the extent that payment of such interest on overdue principal or interest is enforceable under applicable law. Debtor may prepay this Note in whole or in part at any time, from time to time and without penalty or premium. All payments on account of the indebtedness represented by this Note shall be applied first applied to accrued and unpaid interest on the principal balance (if any), and the remainder of such payments applied to installments of principal in their inverse order of maturity without affecting Debtor's obligation hereunder to pay any remaining immediately future installments of principal according to the provisions of this Note. 2. Interest. Interest shall accrue on the outstanding principal sum under this Note from the date of disbursement thereof until paid at the rate of two percent (3.0%) per annum (the "Interest Rate"), In the event the indebtedness evidenced by this Note shall not be paid in full on the date when payment is due, thereafter the unpaid balance of the principal and accrued but unpaid interest of such indebtedness shall bear interest at the rate of ten percent (10%) per annum until paid (the "Default Rate"). In no event shall the rate of interest hereunder exceed that maximum legal rate permitted by applicable law, All interest accruing hereunder shall be computed on the basis of actual days elapsed over a year of 360 days. 3.Security. This Promissory Note is unsecured. Debtor covenants and agrees that if the Note is not paid in full as specified under the terms in Paragraph 1, debtor will: deliver to Payee, at such intervals as Payee reasonably may require, such documents, lists, descriptions, certificates, and other information as may be necessary or proper to keep Payee fully informed with respect to the description of the payment schedule; (ii) from time to time promptly execute and deliver to Payee all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things, as Payee may reasonably request; (iii) promptly notify Payee of any material and adverse change in any fact or circumstances warranted or represented by Debtor in this Agreement; (iv) promptly notify Payee of any claim, action or proceeding of which Debtor is aware which could materially adversely affect Debtor's Promissory Note; Debtor further covenants and agrees that without the prior written consent of Payee, Debtor will not: (ii) remove, or permit to be removed, Debtor's records from the Debtor's Office. (iii) change the name of Debtor; (iv) change the principal place of business of Debtor; or (v) change the state of formation of Debtor. 4. Events of Default. If any of the following events (each, an "Event of Default") shall occur and be continuing: (i) the Debtor shall fail to make a payment of principal when due, but subject to Debtor's ten (10) day opportunity to cure after receipt of written notice of non-payment from the Payee; (iii) the Debtor shall (a) admit in writing its inability to pay its debts generally as they become due, (b) file a petition or commence a voluntary case seeking relief under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy or insolvency law or other similar law, (c) consent to the entry of an order for relief under any law referred to in (b) above, or to the filing of any such petition or to the appointment or taking possession of a receiver, liquidator, assignee, trustee, custodian (or other similar official) of the Debtor or of all or substantially all of its property, or (d) make an assignment for the benefit of its creditors; or 2 (iv) an involuntary case shall be commenced in respect of the Debtor under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy or insolvency law or other similar law, or a decree or order shall be entered by a court appointing a receiver, liquidator, assignee, trustee (or similar official) of the Debtor or of all or substantially all of its property, or ordering the winding-up or liquidation of its affairs and either (a) such involuntary case shall not be dismissed or such decree or order shall not be vacated or set aside or stayed within a period of sixty (60) days from the date of commencement of such ease or entry of such decree or order, or (b) an order for relief shall be entered in such involuntary case under any law referred to above; then, and in each and every such case, this Note, at the option of the Payee exercised by written notice to the Debtor in the case of an Event of Default specified in clause (i) of this Section 4, and automatically in the case of an Event of Default specified in clauses (ii) through (v) of this Section 4, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding, in which event the Payee hereof shall be entitled to receive the principal hereof; provided, however, that the Payee, by written notice to the Debtor, may waive any Event of Default and/or rescind and annual any such acceleration, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. 5. Representations and Warranties. The Debtor represents and warrants to the Payee that: (a) the execution of this Agreement and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under its articles of organization; (b) the Debtor has taken all necessary legal action to authorize the execution and delivery of this Note; 7. Assignment. The obligations of the Debtor under this Note shall be binding upon the successors of the Debtor. The Payee may assign or transfer this Note without the consent of the Debtor. The obligations of the Debtor under this Note may not be assigned without the prior written consent of the Payee, which consent shall not be unreasonably withheld or delayed. 8. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Debtor and the Payee. Debtor hereby waives and agrees not to assert or take advantage of (a) any defense that may arise by reason of the lack of authority of any other person or entity, or the failure of the Payee to file or enforce a claim against the estate (either in bankruptcy, or any other proceeding) of said Debtor; (b) any defense based upon failure of the Payee to commence an action against Debtor (other than a defense based on a statute of limitations); (c) any duty on the part of the Payee to disclose to Debtor any facts he may now or hereafter know regarding Debtor; (d) demand for payment of any of the indebtedness or performance of any of the obligations hereby evidenced; (e) protest and notice of dishonor or of default to Debtor or to any other party with respect to the indebtedness; (f) any and all other notices whatsoever to which Debtor might otherwise be entitled; and (g) any defense based on 3 lack of due diligence by the Payee in collection, protection, perfection or realization upon any collateral securing the indebtedness evidenced by this Note. 9. Notices. All notices, demands, requests and other communications to be given or delivered under or by reason of the provisions of this Note shall be in writing and shall be deemed to have been given personally or when mailed by certified or registered mail, return receipt requested and postage prepaid, and addressed to the addresses of the respective parties set forth below or to such changed addresses as such parties may have fixed by notice; provided, however, that notice of change of address shall be effective only upon receipt: To the Debtor: Speedemissions, Inc. 1015 Tyrone Road, Bldg. 710 Tyrone, GA 30290 Attention: Michael Guirlinger, Director To the Payee: Dianna M. Parlontieri 106 North Cove Drive Peachtree city, GA. 30269 10. Governing Law and Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the Fayette County, State of Georgia, without giving effect to principles of conflict of laws. 11. Enforcement. The existence of any claim, demand, action or cause of action by the Debtor against the Payee, or any affiliate, principal, partner, director, officer or agent of the Payee, shall not constitute a defense to the enforcement by the Payee of any of its rights hereunder. Should any part of the obligations hereunder be collected at law or through an attorney-at-law, the Payee shall be entitled to collect attorneys' fees in an amount equal to ten percent (10%) of the amount due, and all costs of collection. 12. Compliance with Law. It is the intention of the parties that this Agreement complies with the provisions and requirements of all applicable laws. In the event that any one or more of the provisions contained in this Agreement shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in any other respect and the remaining provisions of this Agreement shall not, at the election of the party for whom the benefit of the provision exists, be in any way impaired. IN TNESS WHEREOF, the Debtor has caused this Note to be issued under seal this, ay of November, 2014. DEBTOR: SPEEDEEMISSIONS, INC. By: Michael Guirlinger, Director Acknowledged by the Payee: DIANNA M. PARLONTIERI BY: Dianna M. Parlontieri 4

Exhibit 10.28

Samson Partners ... l'h.(3H}442-'1999 (718)3U.:I-l163 Cuntrut l.D# .1497.!2 Slel':trtner:te1'c i'ola dwwiiz., Jr.Surmon Partner REVENUE BASED FACTORING (RBF/ACH"I AGREEME!\T Ag.rccmem daied November l R ;mu m:rwcen Samsonl'a rLners ("Fl'I\DI::l{ ).aud lht m rcham !iSlerl bdow(""th.1\h·rch:onr'"J. (MomhJ (Duy} (Y an lltf,R('IlA""l" fNFOit\IATIO\ Mcrdmnt's L :gul1\am:Snc;dEmi ;jon. J n;;.!Sr>eedE111ission> Cur (Hx.LLC D/lliA: Speedcmissimis SraH:oflncOJ1X)rution .' Orgnnir11ion:G A. Type CJf cniity: (X) Corporation 0 Limited liahilit)·C.:o111pan:; ll Limned l';:u1nership 0 Limited Linbility l'nrtucrship {) S!)lc"J'roprielvr Physical Add ress: !015 T"ronR oad. Su jtc :!:W Cll)':TYrilne SUite: GA Zip:30290 !\1oiliug Address: Dale business started (1mniyy): fll/OJ City: F::Jernl II.) 33-0061488 PI'"Rt'JIASt::\:Xl) S&.Lr OF" ITrtmr JU:CE!\',\ 111,-ES Slate: Zi p: M<rdllllll h.rehy s-:II!.!"SigtlS .;md uaosfcrs "' Fundr. a:; the kud !!Ur.:hllser ior a><'l r nt. c<..m \" s:or;, lmnking Fun&r on 1alf ofitseif ''nd uli C(Htw:;nors i <ll/et:t!vcly-thc fundm), tllc llbsolme n\"tCil in COII>id:zuuon of th.o funds provitkd '"'Pun:t!'!5l:'rt<{'. ,;p:c1fi::.! hcJrt\\", cll Df Mtr lw.!"s iilwrt rca:iplli. Dt<:O\mt.ennllut:! rilfhU •ml other ohll!;llllnn < wis;ni"rom l>l tclatinlftO th• paymen1 uf munies ri"11m !&rclr""!"• cu.itOI!r-f{ anri'o!mhcr 1rnrd panp<J)'or> (CtJJie<:tl\"1) the '"E.e:c mt <" ddioej :t.<. all paymen'""dby C:li.t;h, ch«k cle ..,r orut u:n:sfr llt o"thel flmn pf-r.wnewry panlt.!nt m the un:!iroU! cuur;)f t.bc m::1ch;mt's h\.lutcss). untt l S\Jth ttmethe •'f.teceu"Purche". et 1\nwum... has. be r. lkilvcred by Ml'"rtluml \(1 FUNDER·The Receipt> "!'ul\:r.ased AmOUr.!.h!JI Ix- plUU It' RJl'DER br tht Melchbr.t irrevocubl) uthori1Jq gd posl11nuocaur>< ecep1nble HINDER 111\e ""Acwunl") tilremn 1he percenwg -pedfta! belowi· ··spfiiJ) f'ecoemu£". 1\i1ir.Mrcllaltf> Re,eipt;, llt."UI such time :r,: FUNDEP.. rc.-.e1'1:S pa}nemin fulluf1iw .ltcceiJUS Purchased r\monl. In cur.sid rntiorl uf ef\"icmg ilw z.;.:ount. th< l-1•r.:hcm hc.reh.'' uih<lliZl:; Fl.fNDER• u) ACH Db: i1 ibt · \p-".ruicd Dml) A.l<nU:\" front the ll"J erchUJ:s " hunk ocl:nllm as thpunyment c.Wu>!d J.:liil!1thc Specified Pcr...-ntndue. I L ir. litM rrnmm re5ponsibilit· t1> prol\1b:mi: Sl!lllt:n;m1> ior any ltnd all bnnk a.:<'oun\ lu ld by U1e Mcrdumt "' reroncil . the d1!ily paymenL111uduglliost the !>pectiied J>•rcenl3t!!' nr.m1n!!Fll!I<"DER tr• rlbil ur "'erlu t h!: m!lmnre Ill thr! men:.ham.o thm P:•Ym rtt eqll!!J.s me S(ll'citiPene:nut.>(. l':..ilure m ptovirle all of their ooul: s-.mema .in a timd)·mo ncr urm S5in£ lllOmh sluil!f feil lli nJlh!S Ul funrre· r mnerll!!.llllflS. FLJNDER msy, up;>n Mtrch::nt':; r qlf!:il, odJUSI the amoum or nny IJ3)1llelll.duc UL'll.er the; Agr< mem :il !'U!I:DER'sole discrt im; l!llu ·e> 1t de::rns :!pplOfmillc in :f\'lan]l thiAg,re.:mtm MerdiJ!!l1 un:leru:uls thr il is re:spuas!blfar a>cring uu\ fund.!. :>d qtl31C- !II ..-.;vt!! :m ouuf w be drbifUNDfJ:rdnuinin 1hl' arrount "Mcr:it!I!H \\ill re held 1asponsilllc for any ieei incuncd - F1JNOER usuhing from 3 ro;ccted ACil attempr en rm enl of dei3UI!. {See ;\pp=nd:x .'\) f.L"'IDER is not reSp<Wihic fu:ans·.('Vcrdrrtli.<-or rjecled tr.:ts:lo:uonE in Ole MtlciMIIS ectoun1 l\ilich lllU)·re<ull fi·ontfU"-'DER' ><bedui:C AGH emil undl:r !lrc terms vrt111s •gr rmm "l\omilllM:uuiin.&"l)ihin10 fnc tOnlf.1l")" urtfr is Aprcemt:JII·ur ll!l)"I'>Wr ;;tretn lllr.twffll FUNDER ml M.:n:htnl. l1pan!he Viol tion of 11ny proviSmn ro!ll iul-"Jin .5e.:rior. l II uf tht MERCHANT AGREEMENT TERMS ,\ND C()Nl)!110NS- or tllc accurri!nei: of ar. E\"i!nt uiDefltuh -und: r Se.:lion 3 of thMERCHAN'i AGREE.'>-IENT TERM:'> AND CONDllJOf"'S, th:! Spwfic:d Percer.!d;;,t,aii!!:Q,uf 100% A h>l of -111! fees spplie>blo L'!t<.i!!rthir. 8J',T<::mentfcon!lllnin Apr-ntitx A THE TERMS, DEIlNrnONS, COl'\l)rl'JOI'\S ;\f.1. l1lii'FOR1.\1'10SI:TFOR1"11 o:-· 'AGX: 2,11i£- n::nCHAl'I'T Sl!.CltRlTY AG.lH:EMJol\""f'' A!X'D .By Jiclla rd l' r1omjen < ignHel'e "Allli:!J!'ilSTRA'IW£ FOi.l l:lU:IH::OFARF: II"EltEDYlN('ORI'OitAU:D I!'Al\ , L tA . AI T Ol'TlllSMT:RCU;\7\'T :\GH.I;0\.!]';!1\T. FOilTimMfW('UA0'T (i!J\ (l'nnt Name r.d"TrJi FOR l'HF MERCUA r 41!2! By .. (l'riut Nume.and "[ttie} OWJ\fmWli,\ RAl•n'OH Il l By R lcbrd Parloptjeri (Print Name) OWI\E:RIGilAIHT\TOn li ! 0)" - - - ·---,-- -------- - (Print Nantej ($t);nai.u ·----- · S <Sign Here <Sign Here Sigu H J·c 8)'----::--....- _.; (Companr Ollkt.·o Solt:i .t'\.so;:aatt• 'N:lmc: -----'--:-:c:-----,----:------ (Sign:: urc) · ·1'\l lbc e.'(len;fonl) lrorcin. I!Cjt ufthc p:mis is cbligut<d llpc!"• his, I:<:! or iu e t,..,tirrr. ofrin'.£t<·:nem 10 afl t_ crm> tif1b6. rc.,lr.!'tlt, inclting1h.'u:klninr tl'femlKihnh hdow. E:lch of::b<we-si od M rdmm 311J OwneJ) repres::nts \.h;11l1e or shI t &t:1hvn7. <d I<> lt,ltt !1-;;s Agri!cment ior Mcrc\l::nt,lttmll)'.biodmg illlid W.cr;h: :uute IC)Ill!< :IJc, obllgatinn il\l tl11 the infom)31JOII prn1'idcd herein wid mlill of f;U""!DER <!o,umem.icolm$ nncl_rcomde-J imerview;il. tru:c<,;;curmc urll!cornpl;eir. all te.>pec.ts, .tf:my h infcu:nmtil'llJal$4! pr misk diflg. Meteb:m;ltnll udeemed in 11\illcrial bf<)l)chi.Dli .agreemcms betll'l!<!ll Mrch:mtlllld f"UNDER anci HJNDER $ll ll be cn11: J'!d.w :\11 remcdic.s lil"ailnble u.r.dcr Jnw. 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'SneerlF.:m issian;; Car C:r.. llC D!'B!:\:Spe demis;;ion;; Ci ry· Tvron Zip: lQJ!lli Fcuerai 1Di!.33-0961 48k .t.;N"urif' ' 1111f'.rt-.!'1. Tu.secm·:: Mtrchant':i r-aymcnland ptn·HtnJJ\t: obhg ;U\n..;. 1.t1 Fi.!NDER. as til(' ltml purchu er jor ndf:n.n!! m;•rt:11JUt\!h or tbt uT ndeb. !.1 lis\ of\\-hich m:ly br pro\'jdt'd 1u thM ;chem upon·,;nncnmlttcc m'u:r the fu•ldill!!of the p-.uchuse ew:;e; U.'1dtr thl\!erch nt Agm.mnt (lil r -F tnr•M Am-gem nt"L Merchant h<:rehy groJ'ttt.; u, fUNDl!R sl.!cunrv mttre:s.; m (a .I ull l i.!citntchattel papedocuments. < Qt.apmcm. g:tncrai mmngibJc), in)'1rum::ms, :and fli·cmury. a., tho\: t nn:; un· dcd in Aniclt 9 llf'th'l1111fllllll Cummcrct:ll Code t tht "!.K:("). h(t l'·. nr imroitt <lwnr:i m acq11iml by Mcrclt:Uii. :mG (hpir\\l'ccd. athm t trm ., rlfmed IIi i\r!K!k 'i ol'lht UCC (:u1d b cl>fltclil'ely. the "Dl.!l.i!lm!l"J. Oro!,C· niJ••rJll ,-,,:;ccLm·GuetonUot ':. p ymcm nt!p.;r! tr.tuncv ohilg;l!lt'1. :; tt. FIJI\DE!{ \ami rts mFumier> I unaer :Jus ii t'tlnl) Ag.rcerntml ;,l)ll tiuanul!.)' (ilw "A rremrnr''l. GW!roll/t.ur hcrr: g.rJms FUNDEI. lor nsdi' r.:l m pam• pam,.," s.:cu:ity nllllrr:t in _ (ttl\' "Adrl•i <>n:q Cjtlhu n• ", Guaramur \IOO <IS!Bml;; th:u HINDER \1111 ba.1-e u sL"'uril_l' imn:st m the.oior sulli ,t,t!dmor.a.l Coli tcral upoa cL-uuoovl lhlAp•ecm1.·nt. Mcr.:h:mt ami GU!II'illllO' e;,ch ucl;n:llliNigun t! agree till!t nn· secum· mtcrc51 gr.un :l to Flll\DEit under nny oti1er ugrcemem ll•·twccn Mercha!'ll or C>!larnmor and I'UNDI.'R I the "f.mss-Ct l:nral"i will sc\!rc the ubHg:.ucnhc•euntr.r :<m!undct !he Men:h3m 1\grc"'''en' .Merchall! and Guar.mtttr cacl: Ul,'Tt:es t'' e:-;c uk uny ciocurncn!!. nr take a n:;.liC!Ul!l i11 COl:l\e tion \\'lth th1Agreemn: a;, fUNDEll d ms necessary h• pcrfu:l Ill' maintain HINDER 's tirs:pnnr•tv o<:etaity unere51 "' 1he Cnlln1erai. rh< AddiltO!lal Coll terol a1td 1h" Cmss-Colll!lrul, ind udinJ: the c.I'Xtcuum1 of )' :t.·-::uum c::un uo!agreeiT'ienL. i\·lcr hal\t and G unramO. c:ath hetl :·u uthorl7.ef UNDE R UJ f1lr nny linnndllj: SlC1'lJ, \1Lll3 decmeJ nc;e-!52-l"f by FU!-!DER Ul prric1 llT muintum FUNDER 's ,security mtertt.11111=h financing st ltmcrn moy conm not iiicmioo Ill!!:!lktehrun em:l Guar<mlor 12v ;r<l.'lled l11legaupvl;,;ige tu FllNDER \\im re;-pect w !hColltt rn!. 'the Arlditiunal C'llH tral ami lh• CrowCo!l:act:ll,llnd tilt any subsequent hno;m:1y be toniously mtcn'ring wllh FUNOER's righL'>. M.erchwu. :m::l Gunrantor.shall bdtl\blc fur and FUNDER lllO)· churge od collri aU CUSt!;illld C'11pcnses.u1clwlmg hu:noi.hmll"d lo aoor ncy'sr. whrcil may bireu1:-ed hy FUNDER in protccimg. prcsc!"'·ing nod l!nior.:ia. FliNDER 'scurny U1le/e211d ngnrs. l'<e •uiw Pl tlr. .Mcrt-hnnt :md Guam ntor tch : gec& nor w crcc.te., intur, a. surn. or _p,:nm\ \ll-tX!s\, d!r.cNI)' or inah·ectly. l!ll}' lieu un or with respect 1'.> any of th Coii Jtr31, til-: Addt uorllll Col!or ral urthr Cross-Caii:Jteml, as a!!',>!tahl Con!< nt 10 !1-:niet· l'r1t1i••• und ;\•d•n J.ra•e. FUNDER shall have tht riJ)11: to cure M rch.er's .d-:iau!in th -·rmymcm oi' rerit en thl! lollowmg tetms !11 the <!Vt1l! Mtrc-ham is sr."'tl 1\itb papers in an :;ctmn agDmst Mcrdmnl Jr.r m:mpa;.·m:nr of reroi o;·Hli sutl'lnlll!J c•1ctloi1, f1JND£R i' executt itriglus and remches und er 'the Assignmcn i ol Lea;.: Mc•ch31lt tilso :!!!fl!l!l< that Ft:NDF..R mo.'} enter inw l2n u:;rr:em<n!wi'J• Ml'.fcnant's lillld!ord .gmng FU!'IDER :he nght . .(til to erner Menohllllt's premisewd W 1ekpt!ss inn of t he 1ix tur:; and c-u;pnY.'m t!temn ill!' ·ihe.'P"'i' se of protec:t;n!' tnd presm·iag. =•e; and '(bi Ill llSSign Mcrc:lttnt'kil.'>t to another quohf1cMcrdunt capithlc of operatmg u bttsm:.s;. ttl!llp:;.r:>Ole tv.Mercl'.;•.m':< et sw:.i prem1ses Rm<•dies. Upon MY f:.Y!lll of Ocfnul:, i'UNDER may pur.su;my rcmedr (lvtti!;;lik \ lw iilleiumthl\Sc a,·ailnhk undi:l lilc JlfOI'tsions c:.f the UCC)• .Or in equity :o colioct, enforcr, or satisl)• rmy obiiptions lhc11owrng, wl t:lher.l:oy acelrr tion Ol olhernise.. J•t"'rsonnl Cuurnh' u·rJ•,·r(nr ntltllt'"t:. Tnc; um!cnJt{!,nd G r'r-(s.} her b)' guaranttc-to FUND!'!It and rtc; affdl:ili!S or the-Furv.J Cl. t.-1i-rclnmt's performt!.ncc uf\!rl l,ftht-: rupmenhlllon. w;trr mies, co\'enl!m.s rnw by Mcrch!lnt in :his Agre;.-.m nl and th.t: Mt'tthm Agn:anem• .as cat.1: ;;r:: 1ncrn may P,. nmem:d. omend!!d, C)i:ended or o!h::l'\isc modif1t d (the "G unr2ptt;;C Obljcarjnn ") Gu:!lalllol's chh!;!lliO!lS ardue li) at t he umc o'f11ny brc: eh hy llkrt:h:!ln ai'mty•eprescntatic:j, warramy, o1·<:oVtJllllll mnde b)• Mereh:<nl ir.this AJ>, rtemenl :md LiM;chant Agre..-mcm, and{iii at the till\( M, rcht•nt.dmiiS·it.rnhiluy !'CJ Jll'Y its d bL. or make.\ a general :lSSipnnent for1hc beneiit or m: itors, or lUI\' proceerl!llg shall b•·insn!Ul<'d bor ngair.st Milr:-hllllt .sui.-n'1i·n dJadicttl banknrpl nr -iru;oi wm, or.scekint; p.,prgarti:allioo. arrungcmen(; adjuS)m m.or compositmn of it or its debL . · Gurrr:o n(ur \\':riwrs. b th·e1·enl lhnt Mc1chnm faiis to m ke .11 puymelll or J.>erfwm auy uhligatitm \lt .en dtle .undf'f'.lh·Mercham A!P <'m•m, FUNDER my cnforc<-.it. 1il)hls under this Ag:r ement \\ithow lir& sei:mg to cblam puymcnt iron: Men:hahl. QY mh:!r gu ranior. o; UO}' Collawrol, Alldilional C<lli:ll ral or· ttis-C!\llutntl .FUNDER rnny·nold ptL u:\11! io thiAgtl'tJllCilt or ny othr guran1. FUNDEll. docs not hnw w Jtotil)·Gu.trumor ot'any of th;; fulio,1;ng erci,s anJ Guclrnloi- \\ill rim l>c rr·k.1rd fn,m its u!Jlig.;1t ton1mj.:r Ihis ,\gr .em nt tf it is noi 11\llifiecl of:{Merch.n's fililu rc to pay limrly.:lilY antllUtll wc:d un;!enheMeichant f\grumrnt. [iii :my 6d,•e:se thangcmM!Cbnt·fimncf!c.oildi\iun or husiqri;.,.; .( t il );rnyr1111e w llthr d is(ll)sl\ion' of m1r collatml se.:urinthe Guuramtd L1hhi;utio:1S or ,u1y othr gttrJantcc 11f ihe G!Jllmntecd ObligiCIII!>: .(iv) FUt DEf{'s aceejllanc-or fhts Agrctmcni ; l'.d (v) nn)• ft'\lew l.l\14'1l>1Dn or otht 11\lldlflt: ltln orth< Merth:\llt t.grcement or Merl:itllnt's other ohhguli\UIS \0 F.UNDER In nddinon. F\JNL)ER ma.y tru:c aoy·ofthe fnl!nwms actions wilh u:rleusitl£ Guamm!lr from nny or ilS obl4lr..tiom unt!fr this Agre.:mcm : (i 1 renew,.oxtrntl or oU;c:wisroodity !l-ie Men hanl A:_:reemen! o: M m:ham's uther ot>lutationslr• FUNDER.; (ll) release Merchant 1rom its ob!i illll.v, FLTNDER:, (iii) sdl, rulca.,t-, jmp:;.ir, waire or pl.herwi iltc rc:dize t:pon u1w collJter.tl SCCL'I'ing fl1c Grw4ntecd Olltigtiuns or any N.hcr guummee of Uw GuaramN Ol>hgetio;ts. and. {i\•) flll lose on lillY col!awrJ! sccun:;s the Guamntl!l-'d Obligaiill!ls llf any other gu4nmtl:\"! of!he Ouarantt!d Obtr gruions 01a mantr thu:unp;liror prcc.hds the ril of Guar.mtor to ui:ntl.m Tetntbi.lrntn!fur psvrn.,.1t under thiAl!fceml'n\ Until thMctch nl Amount plu;; ny u:: m:tl bu: unp<.id mtrest 1:-.J Mc rcllllm'$ oth<.'f oi'>lig,atll)ilS :., FlJ!'\DER tm(j::r the Me;chrmt Agrern.; :ni aml Uri i\J!,recmc:nt re puld in full, Guur.;moc shol: not t rcimhurstm;ml Jr '!ll Mtrcham or uny otim guer.JiiiUr lor llilY amounts _p;lid by lt ut:d,>r this Agrc-enwnt. GLL1ramor permMent!y \11ili'C :m\i Sh3!1 ®l seek to extwise art)' uf the 1bl!tming righ1s .llmr ir m>:y ho;•c.a11 mst Mtrd ;UI.I,any other .;:u ara11tor. 01 .:o·oll<ncnd p:o'o·i!lcd h_y Mcrdr ul t•r ntl)' other guarnntnr, fill' u"y llmOL'I1l.!, p;.id by r.. or at!.S periotmcdy l!, under thiS Agre tnt-nr tf} strbrog;t ion ;_ Wi rtimhlm>ermmt; (iii) pcrfonnnuce: (il'i indtnloiticution·, or (-;·) c nnml>Utt<Mt, In the e\•crit liwt FUDE R mw--sr return any amtnmt pail! py Men·ham or;,oy other gu<t.r:tntor uf the Guamnted Ohligationt• uaut tflut person h::s !"'""tmc sul:j ;t 10 :l PIOt:<cdiu g un<kr 1hUnned Smos ihnl:r ptcy Cudr.- cr: any si•lliiut lil\\'.Gu:!TJntot'- rrhJil!utions under lilts r\grecowm sh:;ll includthat amoom. Gu•r.:tu1or Arl;nowl e uu rmtil l. <:uarllntt>r litknowlrdgt£ 1h ;; (lj J-l ril'ihe Ulltlett u nd > th r Hr juUirltls oflhr prol•i. ionofthiA>:rccruent; (iii Ifo/Sbe ha d ftdl app<rtunilr !o tonufl·with cuun,rl of hh her rl10icr; nn!l {iii.J Hr,'S'/Je huc:ous ulled wilh coumd of its dwicc or h:t> tlrddti! mol U• svpil hitrc!r!ltr r f of t hH l opflOrluni!y. !i&-01-14 Co1on!olFttnding Ne-twork as Ser'fci ir.g Agent .l11inrllntl Sr\' rat l.inhilin·. Tnc obhg:lliO!lhm·un<!u!"lhc !'('15011tlr muues consuw:_ ing G!lilfC.lllllt undtr 1h1!\grt"crmmlaie jcirtt lllkl i.evemi TilTtRMS. IlE.Flf'IIJTIONS;CONl>JTIOXS A!'ilJ TNf"ORT\lATioJ\ SI:T I'OR1'H L'\' THf."MCUAi\T ,\GR£EMENI', Jl\CL!!l)JNG TilE''11i:Jli\15 Al'W CONlliTIOt'i!o", ARE HEUE.n\' n-iCORl'ORAll:n Il\;\NIJ MADE A bUT Of HilS SECfl!UTY A GR.nE l£1,\ . AN:!> Gl.IAltANTY. C,\ t>1T.I.UZ:J-:Il T fiMS NO'f DF.f1NEII IN TIHS SC:t'lifl11"'' AG REEHL... 'A'.iD GtoA-1\.!\STY.SHALL iiA VC 'n!E \ll:A.''ilNC Sf.l' FOln'li 1!\Tli.E 111ERC1lA.I\'T AGREE!\llit'\T, INCLL'DlNG 1'11E TE.RMS.AXD COt-:DlTIOI','S. i\lERCUA!\"ni Ai\1> OWN"EllS!GUAR-\!>:TORS ACKI\OWU:IJG[ TUAT TJJI5 WIUTJ SG lt£l'llF..'SEN1S' T!l:£ EXI'liU: AGimeMt:.."<, I.IE'IWE£.'\ 111£ l'AU1l£S H£RJ:l'O. IT JS IJNllilll'>'TOOlJ TIIAT A NY REI'lU:Sll!\"fA1'10S OR A.lU:Gf:ll PllO USES DY JJ\DErEND£ TllltOK£RS On ACt-:!\,'$ OF,\[\')' .I'AUT\' IJ' NOT JXCLOlll';D t•: TIUS WR!ITE.'\ A.GRF.E.\ I E\'T A RE COro<SIDF.I ll!..l. ,\ 'D Y011J. AloiY \J001FI'CA11' 0l'i OR Ol11En t\.L1'ER.....Tl0TO TilE AG-RWlE""J' JtflliEIN \\'RJ'I'!XG AND !:XEC( 1Tf.D 8\'THE PART $, THJ;; CTOf<.C ' l\HjR Cil-\\!''1' itl (Pnm NaUle undTdlr) I llylliti·o'rtl)'..rloutieri' J\IERCH.\1':1' h"2 ·By ----------------.,.- <Sign Here <Sigu Here SS# tPrinrN-Jnle ond Tnlr; 0\\'N·IRJG: AH.A!"'-fOI! #1 By lti hordi'arlon1irli (i•nnt ,.;arne) (Sigrl <Sign Hc1-e .By -------,-.,--------- Driver$ Liccnst Number:Ol I\M!i'.-..GA < n Here- OWNERfGllARAN'I'OR2 (Prim N:lme} 1stflll!!IUJ"e) Drivcr.s Litensr.:-lttmbtr: Sig ·\l:THORtZED SERVICING AGEI\1-Culo nifll :Fundiu:,-:Nctworll,l.nc. IColoui.J Funding 1\ttwur.l.:, lo•,._tColuniDI)l& Ihe Allthoriud .n·icin-:\::rot flfSlltnron Pnrtnl'n for this euoirN·pro,idin:: admini$trativ.:, bopkkuping. -r4'purt•n:: lHid.supron smctfor S mson1'sn·tners f_ llld tltt Mrrch ut, Colollialh-llol ulliliJ11td or lnrned by 111SantStln.fr.tun·Md iilldinJ:l•l$ iodrptlld.cnt u e111fur en·tceJ. mrlutlmg but uutllmlled to ck.,«N>und t'hc.ek.1, trtdil rh(cj;..gf nMil·llllduwriti n:: rn-itll", !ifin:; UCC-l srt11.ri'!intr.rcsts, utsl1 !llMnu:.:cmtlll. acrount rcponint and R . · rupture. ColoniMl Jllllf atlts sole dism:tio11 parfitipult in tltis fl ucin::IJr prtniding A smaft ptortioClf t.hr fundr.or tl1itrn1\Slltl.io." ui rcclly lo Sllrmun l'ut J1 :(<Jlonl nl i< not •.endil tard prnetJjor, orin lht businrss o( roc .- 1ng crw· ds. 1\ltl'tltn·t h rr.by : clino> "lrtluc!l that·iu 00 event >n11 C•"""h•.H•bl< " y <brim• o """'' 'oo'""'"" ''"P •• · d .,,,., • ,;. , .r,.""p l>fiu l .<i• •"·' ""'' opporlulllt)', o;rm)>l :. llllll h•c,tr deo\><l,· tdirect. or conseque)llil tlallU _ cs, t . uf,lbic w ""' · y th rrhrnt mf OwnerfGunurtor. ' M£JH:NANT "" /1/'- _b A 1e g.. I "··--· ,.. / By ""\- ·1- r ,=., - -F- ==::..::..:....".-!1._,.L :::::,! :& :J. -_! Sigo Here (Prim'N;une 3nd Ti11e) • t-. c· o J n n 1 ..1 I 1 u 11 ..! , " ;n c t """ u r k .....o.t ' ...... ... ·· ·• • . ...· Origination Fcc - to cover uuderwriting and related .expen.ses Amount Funded Ori:inatitm Fee U p to $i,S{)O.UO Sl 99.00 S7,50l.OIJ-SSO,IJOU.tl0 5295.00 SSO,OO LUU-Sl 00,000.00 5395.00 Sl 00,{10 Ut s:!SO,OOU.UO 5795.011 a) ACB Program Fee- S 395.00 .'\CH's are Ia bur iutcusi\'c :mel are not un aUtomated process requiring us ro charge this fee to cover costs .b) NSF Fee (St:milisrd)- S SO.{IOea up w FOUR Tf!\lES ONLY befora default is declared c) Rejected ACH - Dally ACH Program Whetl tb.c merchan t direds the bank to Reject our Debit ACH Amount Funded Reject fee i. Up to 7,500.00 $ 25.00 li. $7,50l.OO·S50,000.00 $ 35.00 iii. $50,001..00-$100,000.00 $ 50.00 iv. $100,001.00..S2SO,OGO.OO $ 75.00 v. over $250,000.00 $100.00 Weekly ACH Program Amount Funded Reject Fee vi. Up to $7,500.00 $ 75.00 vz1. $7,501.0Q-$SO,{)OO.OO $ 99.0D viii. SO,OOl.OO·SlOO,OOO.OO $!.75.00 ix. $100,001.00·$250,000.00 $275.00 x. Over $250,000.00 $395.00 d) Bank Change Fet.'-· S75.00 requiring us to adjust. nur system. Wilen Merchant requires a eh:ange o(.account to b·c Debited e) Blocked Account- $2,500.00 plac,es them in default \f>er .contract) When l\lerchani BLOCKS accouilt fr·om o ua·nebiLA.CH w.bicb f) Default Fee- ss,ooo.uo W.hcn Mercll1tot changes bank accouDt cutting us off frQm our Collections g) UCCTermination.F- $150.00 When Merchant request a UCC termination Misrcllailrous Service. F :s. · Merchant shall pay lo Colonial certain fees Mercltant fundinjj; .is done electronically to their designated bank account and chF.rged a fee of$35.00 fur a FeWire or Sl 5.00 for an ACH. The fee ior undr:rwoting and origination is pnid from the fuoded amount iu accordance with 1he schedule be ow. lfMerchani is utilizing a Bridget Control Accoum, there is an up front fee of S395.00 for the bank feeand adminislr'&ti\'e costs oi maintaining such accoum for eaclt cash ad,•ance agreement with Merchant. j ·Fund trllll$1'ers.Ji·om Bridge / Control Accoumsto Merch:mt's operating bank account will be charged Sl0.95 per month via ACH. This fee will continue if the brldgaccount remains open after rhe RTR is paid. Merchanl will be charged .S50,00 for each change of its opet'31ing bnnk account once active with ColoniuL Any administrative adjusunenu associate.C with changs1o rhe Specified Pe rcentage · will incur .a f=t' of 575.00 per occurrence. (All fees.,;;re subject tc• changej · Merchant luitials' --Pf Colonial Furo:!lngislwc.rt:as Sewb61g A;e;•t UNANIMOUS WRITIEN CONSENT OF THE BOARD OF DIRECTORS OF The undersigned , being al l of t he Directors (the "Board of Directors'of Speedemissions,Inc , a corporation (t he "Company") organized under the laws of t he state of Georgia , do herby certify and consent, pursuant to the By-Laws of the Corporation and the business and corporate laws of the state of incorporati on to t he adoption of the following without a meeting with the same force and effect as if said resolution had been dul y adopted at a meeting of the Board of Directors: 1. RESOLVED, that Rich Parlontieri and duly appointed, qualified and authorized Officers of the Company possessing fully authorized to bind the Company in the acqu isiti on of any financing, loans, facto ring of receivabl es incl uding the approval of the amount of such fi nanci ng, and the direct or indirect sale of receivables or borrowing of money by t he Company, whether secured or unsecured and guaranteeing such obligation. 2. RESOLVED, that Rich Parfontieri and fully authorized to permit security interest to be placed upon the assets of the company, to sell, assign, transfer, encumber or dispose of all or any mate rial portion of the tangibl e or intangible assets of the Compan y. 3. RESOLVED, to disclose that there are no proceedings pend i n g for the expulsion 1 termination of any Officers or Directors of t he Company. This Unan imous Written Co n sent may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together, shal l constitute one and the same Unanimous Writte n Consent. IN WITNESS WHEREOF, the undersigned have executed t his .Unanimo us Written Consent as of /I If (mo n th I day I year) EM "OF T"ARD OF DIRECTORS: N;{ ;i?J (Sign Name) (Print Name) (Sign Name} {Print Name) (Date) Notary Seal: CORPORATE RESOLUTION FOR FINANCING- SFS 040110 - f:!"y/6 - fiji (!"( ·

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Speedemissions, Inc.

1015 Tyrone Road, Suite 710

Tyrone, Georgia 30290

We hereby consent to the use of our report dated April 22, 2015 on our audit relating to the consolidated balance sheets of Speedemissions, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, shareholders’ deficit and cash flows for the years then ended, which is included in the Form 10-K.

/s/ Porter Keadle Moore, LLC
Porter Keadle Moore, LLC
Atlanta, Georgia April 22, 2015

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Richard A. Parlontieri, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Speedemissions, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 22, 2015

		/s/ Richard A. Parlontieri
	By:	Richard A. Parlontieri
		President and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Richard A. Parlontieri, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Speedemissions, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 22, 2015

		/s/ Richard A. Parlontieri
	By:	Richard A. Parlontieri
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Speedemissions, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Richard A. Parlontieri, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 22, 2015

		/s/ Richard A. Parlontieri
	By:	Richard A. Parlontieri
	Its:	President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Speedemissions, Inc. and will be retained by Speedemissions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Speedemissions, Inc., (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Richard A. Parlontieri, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 22, 2015

		/s/ Richard A. Parlontieri
	By:	Richard A. Parlontieri
	Its:	Chief Financial Officer

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Form 10-K SPEEDEMISSIONS INC For: Dec 31

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