UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-KSB

|ý                                                             | Annual Report Under Section 13 Or 15(d) of The Securities Exchange Act Of 1934     
|------------------------------------------------------------- | -----------------------------------------------------------------------------------
|For The Fiscal Year Ended: December 31, 2005.                
|o                                                             | Transition Report Under 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.(Name of small business issuer in its charter)

|Florida(State or other jurisdiction of
incorporation or organization)              |  | 33-0961488(I.R.S. Employer
Identification No.)
|---------------------------------------------------------------------------------- |  | ----------------------------------------------
|1134 Senoia Road, Suite B2
Tyrone, Georgia(Address of principal executive offices) |  | 30290(Zip Code)                               

Issuer's
telephone number(770) 306-7667

Securities registered under Section 12(g) of the Exchange Act:

| | Common stock, par value $0.001 | 
| | ------------------------------ | 
| | (Title of class)               | 

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ý    No o.

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. o

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

State issuer's revenues for its most recent fiscal year. The issuer's revenues for the year ended December 31, 2005 were $6,952,200.

The
estimated aggregate market value of voting and non-voting common equity held by non-affiliates of the Company based on the closing price of $1.00 for our
common stock on March 8, 2006 is $1,416,536.

As
of March 8, 2006, there were 2,873,598 shares of common stock, par value $0.001, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). None.

Transitional
Small Business Disclosure Format (check
one): Yes o No ý



---





Speedemissions, Inc.    TABLE OF CONTENTS

|PART I   |          | 3                                             
|-------- | -------- | ----------------------------------------------
|         | ITEM 1.  |                                               
|         | ITEM 2.  |                                               
|         | ITEM 3.  |                                               
|         | ITEM 4.  |                                               
|PART II  |          | 20                                            
|         | ITEM 5.  |                                               
|         | ITEM 6.  |                                               
|         | ITEM 7.  |                                               
|         | ITEM 8.  |                                               
|         |          | Item 8A.    Disclosure Controls and Procedures
|         |          | Item 8B.    Other Information                 
|PART III |          | 30                                            
|         | ITEM 9.  |                                               
|         | ITEM 10. |                                               
|         | ITEM 11. |                                               
|         | ITEM 12. |                                               
|         | ITEM 13. |                                               
|         | ITEM 14. |                                               

2

---



Part I

Item 1. Description of Business

This Report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and the
Securities Exchange Act of 1934. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those
projected in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words "may," "would," "could,"
"will," "expect," "anticipate," "believe," "intend," "plan," and "estimate," as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, those described below under "Risk Factors."

General

We were incorporated as SKTF Enterprises, Inc. in Florida in March 2001 for the original purpose of marketing and distributing branded and licensed
hats and clothing at major events such as sporting events, concerts, and conventions. In June 2003, we abandoned that business plan and acquired Speedemissions, Inc., a Georgia
corporation in the business of vehicle emissions testing since May 2000. In connection with the acquisition, we changed our name to Speedemissions, Inc. in September 2003. As of
March 31, 2006, we operate 35 vehicle emissions testing and safety inspection centers in three separate markets, greater Atlanta, Georgia; Houston, Texas; and Salt Lake City, Utah, and four
mobile units in the Atlanta, Georgia area.

Reverse Stock Split

On November 18, 2005, our shareholders approved by written consent of a majority vote a 1-for-10 reverse stock split of the issued
and outstanding shares of common stock with fractional shares being rounded up to the next whole share. We executed the amendment to the Articles of Incorporation on December 6, 2005 which went
effective January 20, 2006. All share amounts in this Annual Report have been adjusted to reflect the reverse stock split unless otherwise indicated.

Risk Factors

Our independent auditors have expressed doubt about our ability to continue as a going concern.

In
their report dated February 24, 2006, our independent auditors stated that our financial statements for the year ended December 31, 2005 were prepared assuming that we
would continue as a going concern. However, our independent auditors raised substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, operating
cash flow deficiencies, and our limited capital resources. Our future success and ability to continue as a going concern is contingent upon, among other things, the ability to achieve and maintain
satisfactory levels of profitable operations, obtain and maintain adequate levels of debt and equity financing, and provide sufficient cash from operations to meet current and future obligations. We
are not generating sufficient cash flow from operations to fund growth as we continue to acquire and open new emission testing and safety inspection stations. If we can successfully complete one or
more acquisitions of profitable businesses, then we anticipate an increase in our operating cash flow, but with the increased costs of expanding our operations, we may not achieve positive operating
cash flow during 2006. In order to continue implementation of our growth strategy, we will need to raise additional capital through the sale of our equity securities and or through debt financing.

3

---



We have a limited operating history and limited historical financial information upon which you may evaluate our performance.

Our
limited operating history and losses to date make it difficult to evaluate our business. You should consider, among other factors, our prospects for success in light of the risks and
uncertainties encountered by companies that, like us, are in their early stages of development. Various factors, such as economic conditions, regulatory, and legislative considerations, and
competition, may also impede
our ability to expand our market presence. We may not successfully address these risks and uncertainties or successfully implement our operating and acquisition strategies. If we fail to do so, it
could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate positive cash flows or profits we anticipate in the future.

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 a second shareholder
upon conversion of preferred stock and exercise of warrants, which if sold could have a negative impact on our stock price.

Our
largest shareholder, GCA Strategic Investment Fund Limited, and its affiliates, own 1,457,062 shares of our common stock. Upon exercise of all outstanding warrants at the exercise
price of $1.20 per share and conversion of their Series A Convertible Preferred Stock, GCA Strategic Investment Fund Limited could own up to 10,056,859 shares of our common stock. Barron
Partners LP could acquire up to 31,487,430 shares of our common stock upon the exercise of outstanding warrants at the exercise price of $1.20 per share and the conversion of their Series B
Convertible Preferred Stock. If either of these shareholders sold a large number of shares of our common stock into the public market, or if the public market perceived the sale of those shares into
the market, it would have a negative impact on our stock price.



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. During 2005, for example, average monthly trading volume of our common stock was 53,385 shares. Currently, there are approximately six 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 going concern opinion by our
auditors, 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 there can be no assurance of an active and liquid market for our common stock developing 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.

We may have to pay a substantial amount of liquidated damages to a single shareholder if we fail to maintain certain requirements.

If
we fail to maintain a majority of independent directors on our board or a majority of independent directors on both our Audit Committee and Compensation Committee, then we must pay to
Barron Partners, LP ("Barron") an amount equal to 24% of the purchase price of $6,615,000 for the Series B Convertible Preferred Stock and common stock warrants per annum, payable monthly. For
every month the majority of our board or any of our committees is not independent, we must pay

4

---



Barron
liquidated damages in the amount of $132,300. Currently we have a majority of independent directors on our board.

If
we fail to maintain the effectiveness of a resale registration statement for the shares held by Barron, then we must pay to Barron in the form of shares of Series B Convertible
Preferred Stock an amount equal to 24% of the purchase price of $6,615,000 paid by Barron for the Series B Convertible Preferred Stock and common stock warrants per annum for each day the
resale registration is not effective. For example, if we fail to maintain the effectiveness of the resale registration statement for a period of 30 days, we must issue to Barron approximately
49,315 shares of Series B Convertible Preferred Stock which would convert to approximately 372,822 shares of our common stock. We filed a resale registration statement for the shares held by
Barron on August 24, 2005, which was declared effective by the SEC on October 13, 2005. This registration statement is currently not up-to-date because it does
not describe our Settlement Agreement with Barron and GCA or include our 2005 financial statements. We are in the process of updating the registration statement for these events. Because we had
prepared a proposed amendment to the registration statement at Barron's request to describe Barron's proposed plan of distribution of its shares, we believe any delay in updating the registration
statement to describe current events has been authorized by Barron. Consequently, we believe we are not in violation of this liquidated damages provision and have asked Barron to agree in writing with
our position. Barron has informed us that it disagrees with our position and therefore there is a risk that we may owe Barron additional shares of Series B Preferred Stock.

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 Strategic Investment Fund acquires beneficial ownership of 331/3% or more of the outstanding shares of common stock without
the prior written consent of GCA Strategic Investment Fund, we could be required to redeem the Series A Convertible Preferred 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 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 us 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 your common stock.

A change of control could occur if one shareholder exercises all of its common stock purchase warrants.

Barron
may acquire 18,760,000 shares of common stock upon conversion of 2,481,481 shares of Series B Convertible Preferred Stock. However, Barron is restricted from converting any
portion of the Series B Convertible Preferred Stock which would cause Barron to beneficially own in excess of 4.9% of the number of shares of common stock outstanding immediately after giving
effect to such conversion. In addition, Barron may acquire 12,587,431 shares of common stock upon the exercise of warrants at $1.20 per share. However, Barron is restricted from exercising any portion
of the common stock warrants which would cause Barron to beneficially own in excess of 4.99% of the outstanding shares of common stock unless Barron revokes this restriction upon 61 days prior
notice from Barron to Speedemissions. If Barron revokes this restriction, it could control approximately 82% of outstanding shares of common stock based on number of outstanding shares as of
March 8, 2006.

The exercise price of certain outstanding warrants will be adjusted if we do not meet certain earnings per share goals, and as a result we could lose a
substantial amount of future capital.

The
exercise price of certain warrants to purchase approximately 8,587,431 shares of common stock may be reduced from the current price of $1.20 if we earn less than $0.054 per share
based on a fully diluted shares outstanding at year end beginning when the 2005 year end financials are reported. The exercise price would be reduced proportionately by 0% if earnings are
$0.054 per share and by 40% if

5

---



the
earnings are $0.033 or less per share. For example, if we earn $0.043 per share, or 20% below $0.054 per share, then the warrant exercise price will be reduced by 20%. If we fail to meet these
earnings per share goal, we might lose a substantial amount of future capital and other shareholders would face additional dilution. We have not met the earnings per share projections for 2005.
However, we believe the warrant holder, Barron, is not entitled to reductions in the exercise price of the warrants because the earnings per share requirement was tied to a contemplated acquisition
that was not completed. Barron has confirmed in writing that it agrees with our position.

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. At this point, Georgia, Texas and Utah laws are especially important to us because all
of our existing
emissions testing services are conducted in those states. Changes in federal or state laws that govern or apply to our operations could have a material 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 procedure in our
markets. For example, Georgia law could be changed so as to require that vehicles in the state be tested every other year, as opposed to every year. Such a change would reduce the number of vehicles
that need to be tested in any given year and such a reduction would have a material adverse effect on our revenues in Georgia. 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 system
whereby the state, as opposed to private operators, performs vehicle emissions testing. We cannot be assured that changes in federal or state law would not have a materially adverse effect on the
vehicle emissions testing industry generally or, specifically, on our business.



If we continue to raise sufficient capital to support our growth strategy of both opening and acquiring stations, we anticipate rapid growth and development in a
relatively short period of time. The management of this expansion will require, among other things, continued development of our financial and management controls and management information systems,
stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel, and the training of new personnel. We intend to hire additional personnel
in order to effectively manage our expected growth and expansion. Failure to successfully manage our expected growth and development and difficulties in managing additional emissions testing stations
could have a material adverse effect on our business and the value of our common stock.

Our strategy of acquiring and opening more testing stations may not produce positive financial results for us.

Our
strategy of acquiring and opening more emissions testing stations in the greater Atlanta, Houston, and Salt Lake City areas and in other areas is subject to a variety of risks,
including the:



6

---





Our
failure to successfully address these risks could have a material adverse effect on our business and impair the value of our common stock.

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

Our
testing stations face competition from other emission station operators that are located near our sites. We expect such competition whenever and wherever we open or acquire a
station. Our revenue from emissions testing 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 $20.00 to test a vehicle rather than the $25.00 maximum allowed under Georgia law. As a result, we have had to reduce our fees to $20.00 in some of our Atlanta stations. Although
we believe our stations are well positioned to compete, we cannot assure you that our stations will maintain, or will increase, their current testing volumes and revenues. A decrease in testing volume
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.

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 and Chief Executive 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 three-year employment agreement with
Mr. Parlontieri. We do not maintain key-man life insurance on Mr. Parlontieri.

As
our business grows and expands, we will need the services of other persons to fill key positions in our company. As an early growth-stage company with limited financial resources,
however, we may not be able to attract, or retain, competent, qualified and experienced individuals to direct and manage our business. The absence of skilled persons within our company will have a
materially adverse effect on us and the value of our common stock.

Our largest shareholder controls our company, allowing it to direct the company in ways that may be contrary to the wishes of other
shareholders.

Our
largest shareholder, GCA Strategic Investment Fund Limited, and its affiliate, own approximately 54% of our outstanding shares and control approximately 79% of our outstanding voting
securities. They have the ability to control the direction of our company, which may be contrary to the wishes of other shareholders or new investors.

There are a large number of outstanding warrants, options and preferred stock which if exercised or converted will result in substantial dilution of the common
stock.

As
of March 8, 2006, there are 2,873,598 shares of common stock outstanding. In November 2005 we entered into a Settlement Agreement, as a result we delivered warrants to
purchase stock and shares of Series A Convertible Preferred Stock if exercised and converted would amount to approximately 8,594,166 shares of common stock. For a more detailed discussion, see
Recent Corporate Developments. If all warrants and options are exercised and all preferred stock are converted to

7

---



common
stock, there will be 43,490,611 shares of common stock outstanding. As a result, a shareholder's proportionate interest in us will be substantially diluted.

Our stock price may fluctuate which could result in substantial losses for investors.

The
market price for our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control. These factors include:



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.

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

Our
common stock is quoted on the OTC Electronic Bulletin Board. Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. 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 Nasdaq. 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.

8

---



Expansion of Business

We are becoming a national provider of vehicles emissions testing and safety inspections. In the past two years, we have acquired competitors in the Atlanta,
Georgia; Houston, Texas, and Salt Lake City, Utah areas. We intend to continue opening company-owned and operated stores, to acquire more competitors, and to begin offering franchises, all in both our
current markets and other selected markets, such as Dallas, Texas; Charlotte, North Carolina; Northern Virginia; Pittsburgh and Philadelphia, Pennsylvania; Southern California; Las Vegas, Nevada; New
York City; and Boston, Massachusetts. We are creating brand awareness in our current testing stations through standard building style and façade, consistent color schemes, signs, and
employee uniforms, and we advertise in select local markets. Any future testing stations will also comply with our brand specifications.

2004 AND 2005 ACQUISTIONS

|Seller                                 |  | Acquisition Agreement                            |  | Assets Acquired                                                 
|-------------------------------------- |  | ------------------------------------------------ |  | ----------------------------------------------------------------
|Procam Emissions and Georgia Emissions |  | Asset Purchase Agreement dated January 21, 2004  |  | Four emissions testing centers in the Atlanta, Georgia area     
|Twenty Dollar Emissions                |  | Asset Purchase Agreement dated January 30, 2004  |  | Seven emissions testing centers in the Atlanta, Georgia area    
|BB&S Emissions, LLC                    |  | Asset Purchase Agreement dated June 11, 2004     |  | One emissions testing center in the Atlanta, Georgia area       
|State Inspections of Texas, Inc.       |  | Asset Purchase Agreement dated December 2, 2004  |  | Five mobile testing centers in the Atlanta, Georgia area        
|State Inspections of Texas, Inc.       |  | Asset Purchase Agreement dated December 30, 2004 |  | Six emissions testing centers in the Houston, Texas area        
|Mr. Sticker, Inc.                      |  | Stock Purchase Agreement dated June 30, 2005     |  | Six emissions testing centers in the Houston, Texas area        
|Just, Inc.                             |  | Stock Purchase Agreement dated September 7, 2005 |  | Eight emissions testing centers in the Salt Lake City, Utah area

Recent Corporate Developments



On November 18, 2005, our shareholders approved by written consent of a majority vote a 1-for-10 reverse stock split of the issued
and outstanding shares of common stock with fractional shares being rounded up to the next whole share. We executed the amendment to the Articles of Incorporation on December 6, 2005 which went
effective January 20, 2006. All share amounts in this Annual Report have been adjusted to reflect the reverse stock split.



On June 30, 2005, we entered into a Preferred Stock Purchase Agreement (the "Barron Agreement") with Barron Partners LP ("Barron") pursuant to which Barron
purchased $6,420,000 worth of our Series B Convertible Preferred Stock, along with warrants to purchase 2,500,000 shares of our common stock at an exercise price of $2.40 per share for a period
of five years, and warrants to purchase 1,890,000 shares of our common stock at an exercise price of $4.80 per share for a period of five years. On August 4, 2005, we entered into an Amendment
to Stock Purchase Agreement which modified the Barron Agreement to, among other things, increase the warrants to 2,621,496 shares at $2.40 per share and 1,965,935 shares at $4.80 per share,
respectively.

On
August 23, 2005, GCA Strategic Investment Fund Limited ("GCA"), the holder of all 2,500 shares of our Series A Convertible Preferred Stock then issued and outstanding,
notified us that as a

9

---



result
of the Barron Agreement and pursuant to Section 9 of the Certificate of Designation of Series A Convertible Preferred Stock, the conversion ratio of our Series B
Convertible Preferred Stock was automatically incorporated into the rights of the Series A Convertible Preferred Stock (referred to herein as the "Dispute"). We resolved this Dispute by
entering into a Settlement Agreement with GCA, Barron, and Global Capital Funding Group, LP ("GCFG" and collectively with GCA and Barron referred to herein as the "Investors") with all parties
agreeing to the following terms:



In
connection with the Settlement Agreement, we also amended certain Common Stock Purchase Warrants held by the Investors effective October 14, 2005:



As
part of the Settlement Agreement, we entered into an Exchange Agreement with GCFG dated effective as of October 14, 2005 exchanging the GCFG Stock and the GCFG Warrant for the
GCFG Note.

10

---



In
conjunction with the GCFG Exchange Agreement, we granted to GCFG registration rights with respect to the resale of the shares of common stock underlying the warrants and preferred
stock issued to GCFG. Pursuant to the Registration Rights Agreement with GCFG dated October 14, 2005, we agreed to prepare and file a registration statement for the resale of the shares
of common stock
underlying the GCFG Stock and GCFG Warrant and to use our best efforts to cause the registration statement to be declared effective.

As
part of the Settlement Agreement, we entered into an Exchange Agreement with GCA dated effective as of October 14, 2005 exchanging the GCA Stock and the GCA Warrant for the
following debt and rights held by GCA: (i) the $300,000 Note; (ii) the $110,000 Note; (iii) the $350,000 Note and (iv) $302,847 in cumulative dividends due and owing under
the then existing 2,500 shares of the Series A Convertible Preferred Stock.

In
conjunction with the GCA Exchange Agreement, we granted to GCA registration rights with respect to the resale of the shares of common stock underlying the warrants and preferred stock
issued to GCA. Pursuant to a Registration Rights Agreement with GCA dated October 14, 2005, we agreed to prepare and file a registration statement for the resale of the shares of common
stock underlying the GCA Stock and GCA Warrant and to use our best efforts to cause the registration statement to be declared effective.

Our Typical Testing Center

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 vehicles can
"drive-through" the facility. We also have structures that resemble a bank drive-through facility. A computerized testing system is located in the building. There are two types of primary tests that
are performed, the Accelerated Simulated Model (ASM) and the On-Board Diagnostic (OBD). In selected markets a vehicle safety inspection must also be performed. These tests apply to
vehicles generally manufactured from 1982 through 2003, depending on the state. The ASM test is done on vehicles 1995 and older, while the OBD test is conducted on vehicles 1996 and newer. In all new
centers, we expect to operate two testing lanes. The cost of equipment for operating one ASM and two OBD machines is approximately $50,000. The cost of facilities varies, depending on location and
market rates in that area. Generally, we do not expect to own any land or buildings. Instead, although we own the land and building at one of our sites, in the future we intend to lease or sublease
all of the land and the buildings that we use in our business. We expect the total cost for a new emissions testing site will be approximately $150,000, including emission testing equipment and
related installation, deposits and prepaid items such as certificates, furniture and office equipment, renovations if necessary, signage, and capital necessary to fund operations during the first
year. Such amount does not include future years' costs, such as rent and utilities or other operating costs.

In
our Atlanta, Georgia and Houston, Texas locations, under the guidelines of the Georgia Clean Air Force program and Texas Vehicle Emissions Testing Program, respectively, the mobile
vehicle emission testing units are only permitted to conduct the OBD test on 1996 and newer vehicles. In the Atlanta, Georgia area, we currently have four units and they serve the automobile fleets of
the federal, state, and local governments. Also, all used cars, prior to being re-sold, must have a vehicle emission test, and thus we serve both the new and used car dealers throughout
the greater Atlanta market. Finally, these units serve the fleets of major corporate customers as well. The
start-up cost for the mobile testing unit is about 60% less than the cost of a typical brick-and-mortar location.

Industry BackgroundGovernment and Regulatory Overview

The United States Environmental Protection Agency reported in 2003 that approximately 123 million people live in 333 counties across the United States that
do not meet national air quality

11

---



standards.
The 2005 Motor Vehicle I/M Report, an Annual Report published by Sierra Research, states that 33 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.

Public
awareness of air pollution and its hazardous effects on human health and the environment has increased in recent years. Increased awareness of air pollution and its hazardous
effects on human health and the environment has led many governmental authorities to pass more stringent pollution control measures. One especially effective measure that many governmental authorities
have adopted is vehicle emissions testing. Vehicle emissions produce approximately up to 50% of the hazardous air pollutants and up to 90% of the carbon monoxide air pollution in metropolitan areas.
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. The revisions
required 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, 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 licensed by the state or are 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 may perform emissions tests, including those engaged primarily in other businesses, such as automotive repair
shops, automobile dealers and others. For many of these operators, performing emissions tests is not their primary business.

Twenty
states have implemented decentralized programs, twelve states and the District of Columbia have implemented centralized programs, and two states have some counties that have
centralized programs and other counties that have decentralized programs. There are two states that have implemented a hybrid program, whereby there are both decentralized and centralized testing
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. 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. On February 28, 2006,

12

---



the
EPA proposed new standards that would establish stringent new controls on gasoline, passenger vehicles to further reduce emissions of mobile source air toxics.

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 and, most recently, in 1997. With each of these revisions, the Bureau 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 either BAR-84,
BAR-90, or 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 the 33 states and the District of Columbia. A technician conducts
these Accelerated Simulated Mode (ASM) tests on a dynamometer, a treadmill-type device that simulates actual driving conditions, including periods of acceleration, deceleration and
cruising, or the On Board Diagnostic (OBD) by plugging into the vehicles computerized operation system.

Emissions Testing in the State of Georgia

As a result of a rapidly increasing population, which has caused the levels of smog to escalate sharply, the 13 counties that make up the metro Atlanta area have
been identified by the EPA as target sites for a mandatory vehicle inspection and maintenance program. In 1996, the Environmental Protection Division of the State of Georgia initiated "Georgia's Clean
Air Force" program that requires testing of certain vehicles in a 13 county area surrounding Atlanta, Georgia, for certain emission levels. 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.

13

---



Georgia's
Clean Air Force Program initially required a basic test of exhaust gases every two years. In 1997, the program was changed to include enhanced testing, which combines the
simple exhaust test with a simulated road test using a dynamometer. Prior to January 1, 2000, Georgia required that vehicles in the 13 covered counties undergo an emissions test once every two
years. In December 1999, the Georgia legislature revised the program to require testing 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 the State of Georgia, there were approximately 700 licensed test sites, and approximately 2,137,000 tests were performed
in Georgia under the Georgia Clean Air Force Program during the calendar year 2004.

Under
Georgia law, the price that a testing station may charge per test may not be less than $10 nor more than $25. A fee of $6.95 must be paid by the station operator to the state. The
balance of the current charge, or $18.05 assuming the maximum price of $25 is charged, is retained by the station operator. If a vehicle fails an emissions test, it may be retested at no additional
charge within 30 days of the initial test if performed at the same facility.

If
a vehicle fails to pass an emissions test, the owner of the vehicle must have repair work performed to correct the deficiency, up to a total cost of $710 under current law. If a
vehicle fails a re-inspection despite the maximum expenditure required by law, the owner must apply for a repair waiver from the state.

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.

Emissions Testing in the State of Texas

The Texas Vehicle Emissions Testing Program, also known as AirCheck Texas, was implemented in May 2002 in affected areas of Texas to improve air quality.
As of September 2005, 12 counties are now subject to enhanced vehicle emissions testing. The rules are set forth in § 114.50 of the Texas Administrative Code.

The
testing program is integrated with the annual safety inspection program, both of which are operated by the Texas Department of Public Safety in conjunction with the Texas Commission
on
Environmental Quality. Vehicles two to twenty-four years old are subject to vehicle emissions testing in Texas. The emissions tests conducted are the same as in Georgia with 1996 and newer
models subject to the OBD test and 1995 and older models subject to the ASM test. The fee is set at a maximum of $39.50 for both the emissions test and the safety inspection, with $27.00 allocated for
an ASM or an OSD emissions test and $12.50 allocated for the safety inspection. The operator is charged $8.00 for the ASM sticker, and $14.00 for the OBD sticker. Vehicles are required to be tested on
an annual basis, with an annual exemption for the two most recent model years. According to the American Automobile Motor Vehicle Association, there are 4.6 million eligible vehicles in the
state.

If
a vehicle fails the emissions test, the operator must provide a free retest at the same facility within 15 days. An individual vehicle waiver is available to any vehicle that
has undergone at least $600 of emissions-related repairs and is still unable to pass an emissions test.

Texas
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 safety inspection, or a waiver.

14

---



Emissions Testing 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 other to conduct emissions testing and safety inspections. The Department of Health for
each county manages emission testing and the Utah Highway Patrol manages safety inspection program. The emissions tests conducted are the same as in Georgia and Texas. We charge $38.00 for the
emissions test in Salt Lake County and $25 in Weber County where the maximum fee is $25. Depending on the location of the testing center, a fee of $3.60 is remitted to Salt Lake County and $3.00 to
Weber County. We charge $17 for the safety inspections in both counties and a fee of $2.00 is remitted to the Utah Highway Patrol per safety inspection.

All
vehicles registered in Davis, Salt Lake, Utah and Weber counties with model years less than six years old are required to have an emission test once every two years. Vehicles with
model years six years old and older (to 1967) must have an emission test every year. Emission testing is not required for vehicles with model years 1967 or older. 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. If a vehicle fails, the
operator must provide a free re-test at the same facility within 15 days.

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.

Operating Strategy

Our operating strategy focuses on (a) increasing the number of sites we operate in a given market, (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:



Most
of our emissions testing stations are open for business during weekdays between the hours of 8:00 am and 6:00 pm, and from 8:30 am to 5:00 pm on Saturdays, for a total of
58.5 hours per week. We operate some stations on Sundays in Texas. The average emissions test in Georgia takes approximately 8 to 12 minutes to complete. In Texas and Utah, because of the
safety inspection, the completion time is slightly longer. Therefore, each of our stations with one testing bay can test anywhere from three to four vehicles per hour. Assuming steady demand
throughout the day, six days a week, each of our one testing bay stations would have the capacity to test approximately 234 vehicles

15

---



per
week (58.5 hours times 4 vehicles per hour), or 936 vehicles per month (234 vehicles per week times 4 weeks). Based upon our calculations involving our existing emissions stations, stations
with one testing bay need to receive payment for 450 emissions tests per month to cover the costs associated with its operation, while stations with two testing bays need 475 tests per month to break
even. In addition, we do a limited (about 10%) oil change business in six of our Texas locations. As of February 2006, we were averaging 775 tests per month in our stations.

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 material portion of our materials. Certificates of Emission Inspection are purchased from the Georgia Clean Air Force, and emission and safety inspection stickers
are purchased from the Texas Department of Public Safety, the Salt Lake Valley Health Department, and Utah Highway Patrol.

Intellectual Property

We have registered the trade name "Speedemissions" in Fulton County, Georgia, and Austin, Texas, and are thereby authorized to conduct our business in Georgia and
Texas under the name "Speedemissions." 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 industry is full of small owner-operators. Auto repair shops, tire stores, oil change stores, muffler shops, service stations, and other
emissions testing stations all offer the service. There are no national competitors at this time. Competition is fierce, and we expect competition from local operators at all of our locations. 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 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 $20.00 to test a vehicle rather than the $25.00 maximum allowed under Georgia law. As a result, we
have had to reduce our fees to $20.00 in some of our Atlanta stations. We intend to compete by creating brand awareness through advertising, a standard building style and facade, and consistent color
schemes and uniforms. Because most families own more than one vehicle, and they are required to have their vehicle tested on a regular basis, we anticipate that we can retain repeat customers.
Although we believe our stations are well positioned to compete, we cannot assure you that our stations will maintain, or will 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

We currently employ 111 individuals. Of these 111 employees, seven are employed in administrative positions at our headquarters, including our Chief Executive
Officer, Richard A. Parlontieri, while 104 are employed on-site at our testing locations. 101 of our employees are full-time, while 10 are employed on a part-time
basis.

16

---



Item 2. Description of Property

Corporate Office

We rent our general corporate offices located at 1134 Senoia Road, Suite B2, Tyrone, Georgia, which consists of 2,000 square feet of office space. The rent for
our office space is $2,230 per month, including utilities, with a term that expires on February 1, 2007, with a 2-year renewal option. We expect to move the corporate office to a
larger building in order to accommodate our expected needs within the next twelve months.

Testing Facilities

We lease the land and buildings we use in connection with 34 of our existing emissions testing facilities, and we own one building and the associated land. In
addition, we have one testing facility under construction. All of our facilities are believed to be in adequate condition for their intended purposes and adequately covered by insurance.

|Site                      |  | City           |  | State |  | Monthly
Rent |               | Lease
Expiration
|------------------------- |  | -------------- |  | ----- |  | ------------ | ------------- | ----------------
|Georgia Facilities        |  |                |  |       |  |              |               |                 
|27 East Crogan Street     |  | Lawrenceville  |  | GA    |  |              | Company owned |                 
|100 Peachtree Parkway     |  | Peachtree City |  | GA    |  | $            | 1,705         |                 
|8405 Tara Boulevard       |  | Jonesboro      |  | GA    |  | $            | 1,500         |                 
|6923 Highway 85*          |  | Riverdale      |  | GA    |  | $            | 2,250         |                 
|4853 Canton Road          |  | Marietta       |  | GA    |  | $            | 1,000         |                 
|2720 Sandy Plains Road    |  | Marietta       |  | GA    |  | $            | 3,031         |                 
|8437 Roswell Road         |  | Atlanta        |  | GA    |  | $            | 2,750         |                 
|9072 Highway 92           |  | Woodstock      |  | GA    |  | $            | 1,800         |                 
|2887 Canton Road          |  | Marietta       |  | GA    |  | $            | 2,500         |                 
|213 Riverstone Parkway    |  | Canton         |  | GA    |  | $            | 1,300         |                 
|731 Powder Springs Street |  | Marietta       |  | GA    |  | $            | 2,700         |                 
|1869 Cobb Parkway         |  | Marietta       |  | GA    |  | $            | 2,756         |                 
|2625 S. Cobb Drive        |  | Smyrna         |  | GA    |  | $            | 2,800         |                 
|2909 N. Druid Hills       |  | Decatur        |  | GA    |  | $            | 1,500         |                 
|5300 Roswell Road         |  | Atlanta        |  | GA    |  | $            | 1,800         |                 
|                          |  |                |  |       |  |              |               |                 

17

---



|Texas Facilities        |  |                  |  |    |  |   |       |  |               
|----------------------- |  | ---------------- |  | -- |  | - | ----- |  | --------------
|13386 Jones Road*       |  | Houston          |  | TX |  | $ | 2,500 |  | month to month
|7710 W. Bellfort        |  | Houston          |  | TX |  | $ | 3,120 |  | November 2009 
|1531 Gessner            |  | Houston          |  | TX |  | $ | 3,000 |  | August 2007   
|11125 Briar Forest      |  | Houston          |  | TX |  | $ | 4,500 |  | August 2007   
|4494 Highway 6          |  | Houston          |  | TX |  | $ | 4,882 |  | August 2007   
|108 Bellaire            |  | Houston          |  | TX |  | $ | 4,500 |  | November 2009 
|12340 Bissonnet         |  | Houston          |  | TX |  | $ | 2,400 |  | November 2009 
|15113 Welcome Lane      |  | Houston          |  | TX |  | $ | 3,250 |  | June 2008     
|2690 FM 1960            |  | Houston          |  | TX |  | $ | 3,250 |  | June 2008     
|12265 Veterans Memorial |  | Houston          |  | TX |  | $ | 1,400 |  | April 2006    
|18115 Kuykendahl Road   |  | Houston          |  | TX |  | $ | 3,338 |  | June 2008     
|6005 FM 1960 West       |  | Houston          |  | TX |  | $ | 3,200 |  | June 2010     
|7120 Louetta Road       |  | Houston          |  | TX |  | $ | 5,500 |  | June 2013     
|Utah Facilities         |  |                  |  |    |  |   |       |  |               
|7735 S. State Street    |  | Midvale          |  | UT |  | $ | 2,150 |  | June 2011     
|757 Washington Blvd.    |  | Ogden            |  | UT |  | $ | 2,500 |  | June 2009     
|8610 S. 700 E.          |  | Sandy            |  | UT |  | $ | 3,543 |  | September 2011
|1706 S. 900 E.          |  | Salt Lake City   |  | UT |  | $ | 2,485 |  | July 2011     
|865 S. State Street     |  | Salt Lake City   |  | UT |  | $ | 1,394 |  | October 2008  
|1835 W. 9000 S.         |  | West Jordan      |  | UT |  | $ | 3,770 |  | May 2009      
|4098 S. Redwood Rd.     |  | West Valley City |  | UT |  | $ | 3,350 |  | October 2011  
|5983 S. 900 E.          |  | Murray           |  | UT |  | $ | 4,000 |  | September 2006

---

Item 3. Legal Proceedings

In April 2005, a lawsuit was filed against us by Weingarten Realty Investors in the U.S. District Court of Harris County, Texas, case number
2005-25671. The complaint alleged breach of contract arising out of a real property lease in Texas for two testing sites that were to be built. We met with executives of Weingarten Realty
Investors and settled this matter. Weingarten dismissed the suit on January 20, 2006.

We
are not a party to or otherwise involved in any 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.

Item 4. Submission of Matters to a Vote of Security Holders

On November 18, 2005, our shareholders approved by written consent of a majority vote a 1-for-10 reverse stock split of the issued
and outstanding shares of common stock with fractional shares being rounded up to the next whole share.    All share amounts in this Annual Report have been adjusted to reflect the reverse
stock split. We filed the amendment to the Articles of Incorporation dated

18

---



December 6,
2005 which went effective January 20, 2006. A more detailed description of the reverse stock split can be found in our Schedule 14C Information Statement dated and
filed with the Securities and Exchange Commission on January 5, 2006.

On
October 14, 2005, pursuant to the unanimous consent of the Board of Directors and the consent of the shareholder of the Series A Convertible Preferred Stock, we executed
a First Amendment to the Certificate of Designation of Series A Convertible Preferred Stock. The amendment increased the authorized Series A Convertible Preferred Stock to 6,000 shares,
terminated dividend rights, and changed the conversion ratio from 100 shares of common stock to 833.33 shares of common stock for each share of Series A Convertible Preferred Stock.

On
August 4, 2005, pursuant to the unanimous consent of the Board of Directors and the consent of the shareholder of the Series B Convertible Preferred Stock, we executed a
First Amendment to the Certificate of Designation of Series B Convertible Preferred Stock. The amendment increased the conversion ratio from 4.28 shares of common stock to 7.56 shares of common
stock for each share of Series B Convertible Preferred Stock.

19

---



Part II

Item 5. Market for Common Equity and Related Stockholder Matters

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 table sets forth the high and low bid information for each quarter of the last two fiscal years of 2004 and 2005, as provided by the Nasdaq Stock Markets, Inc.
(adjusted to reflect a 1-for-10 reverse stock split on January 20, 2006). The prices listed below are quotations, which reflect inter-dealer prices, without retail
markup, markdown, or commission, and may not represent actual transactions.

High

LowFiscal year ended December 31, 2004:First Quarter

$
12.50

$
3.80Second Quarter

$
8.00

$
5.10Third Quarter

$
6.80

$
5.00Fourth Quarter

$
5.40

$
1.70Fiscal year ended December 31, 2005:First Quarter

$
4.90

$
2.40Second Quarter

$
3.10

$
1.50Third Quarter

$
2.90

$
0.70Fourth Quarter

$
1.50

$
0.70Fiscal year ended December 31, 2006:First Quarter (Through February 28th)

$
1.25

$
0.50


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 Commission 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, 2005, there were 26,835,808 shares of our common stock issued and outstanding, not adjusted for the reverse stock split, and held by 103
shareholders of record. As of March 8, 2006, after the reverse stock split, there were 2,873,598 shares of our common stock issued and outstanding and held by 102 shareholders of record. As of
December 31, 2005 and March 8, 2006, there were 5,133 shares of Series A Convertible Preferred Stock issued and outstanding and held of record by two shareholders. As of
December 31, 2005 and March 8, 2006, there were 2,500,000 and 2,481,481 shares of our Series B Convertible Preferred Stock issued and outstanding, respectively, and held of record
by one shareholder.

20

---



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 GCA Exchange Agreement, GCA exchanged the $302,847 in cumulative dividends due and owing under 2,500 shares of Series A
Convertible Preferred Stock through October 14, 2005 for additional shares of Series A Convertible Preferred Stock and common stock purchase warrants.

Our
Series B Convertible Preferred Stock does not pay a dividend.

Securities Authorized for Issuance Under Equity Compensation Plans

We have adopted two 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 March 8, 2006, we have issued options to
acquire 84,975 shares of our common stock under the plan at prices ranging from $2.00 to $5.15 per share, and we have issued 5,000 shares of common stock under the plan.

At
our annual 2005 meeting, the shareholders approved the 2005 Omnibus Stock Grant and Option Plan (the "2005 Plan"), effective September 1, 2005. We may 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 in the 2005
Plan is automatically adjusted to an amount equal to 10% of outstanding shares of common stock on August 31 of the immediately preceding plan year. As of March 8, 2006, under the 2005
Plan we have issued 238,500 shares or options at an exercise price of $1.00 per share.

We
filed a Form S-8 with the Securities and Exchange Commission on December 8, 2005 registering the 250,000 shares of our common stock available under the 2005
Plan.

As
of December 31, 2005, the plan information is as follows:

|Plan Category                                              |  | Number of Securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a) |  | Weighted-average exercise
price of outstanding
options, warrants and
rights
(b) |      | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     |  | 318,475                                                                                         |  | $                                                                               | 1.40 |                                                                                                                                                
|Equity compensation plans not approved by security holders |  | 115,000                                                                                         |  | $                                                                               | 7.59 |                                                                                                                                                
|Total                                                      |  | 433,475                                                                                         |  | $                                                                               | 3.04 |                                                                                                                                                

21

---



Recent Sales of Unregistered Securities

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

Item 6. Management's Discussion and Analysis or Plan of Operation

Disclaimer Regarding Forward Looking Statements

Our Management's Discussion and Analysis 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. 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 Securities and Exchange Commission.

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.

Overview

As of December 31, 2005 we operated 35 vehicle emissions testing stations and four mobile units in three separate markets, greater Atlanta, Georgia,
Houston, Texas and greater Salt Lake City, Utah. We have a new store under construction in both the Atlanta and Houston markets. We do not provide automotive repair services at our centers because we
believe that it inhibits our ability to provide timely customer service and creates a perception that our test results might be compromised.

We
charge a fee for each test, whether it passes or not, and a portion of that fee is passed on to the state governing agency. In Georgia, the maximum fee that we can charge is $25, and
a fee of $6.95 is paid to the State of Georgia. In Texas, the maximum fee that we can charge is $39.50, for both an emissions test and a safety inspection, and a fee varying between approximately
$5.50 and $14.00 per certificate, depending on the type of test is paid to the State of Texas. In Utah, there is not a maximum fee that we can charge in Salt Lake County. We charge $38 for an
emissions test and $17 for a safety inspection and remit a fee of $3.60 to the County per emissions certificate and $2.00 to the Utah Highway Patrol for each safety inspection. There is a maximum of
$25 and $17 that we can charge in Weber County, Utah for an emissions test and safety inspection respectively. A fee of $3.00 is remitted to the County per emissions certificate and a $2.00 fee is
remitted to the Utah Highway Patrol for each safety inspection.

We
want to grow. We completed four acquisitions during 2004 and two acquisitions during 2005, which added 32 testing centers and four mobile units. In 2006, we intend to continue growing
by acquiring more competitors and opening company-owned stations.

22

---



As
a result of our growth plans, our biggest challenge will be managing our growth and integrating our acquisitions. We have tried to attract qualified personnel to assist us with this
growth, while keeping our overhead expenses manageable. We have not operated at a profit, nor have we consistently operated on a break-even cash flow basis. However, if we are successful
in implementing our growth strategy, we believe that both of these financial goals are achievable in the next 12 months. Until that time, we will have to continue to fund our operations, and
our acquisitions, with capital raised from selling our stock and/or acquiring debt.

Explanatory Paragraph in Report of Our Independent Registered Public Accounting Firm

Our independent accountants have included an explanatory paragraph in their most recent report, stating that our audited financial statements as of and for the
year ending December 31, 2005 were prepared assuming that we will continue as a going concern. They note our recurring losses from operations, operating cash flow deficiencies, and limited
capital resources raise substantial doubt about our ability to continue as a going concern.

Our
independent accountants included the explanatory paragraph based primarily on an objective test of our historical financial results. Although we agree that this explanatory paragraph
is applicable when the objective test is applied, we believe that if we can successfully implement our business plan in the future years, future audit reports might be issued without this explanatory
paragraph. Until such time, however, our going concern paragraph may be viewed by some shareholders and investors as an indication of financial instability, and it may impair our ability to raise
capital.

Year ended December 31, 2005 compared to the year ended December 31, 2004

Results of Operations

Introduction

Our operations reflect a significantly different company in 2005 versus 2004. At the beginning of 2004 we operated 25 emissions testing stations plus seven mobile
units in Georgia and Texas. During 2005 we made two acquisitions (adding 14 stations) and closed four existing stations and reduced our mobile fleet by three, increasing our emissions testing stations
to 35 plus four mobile units as of December 31, 2005. As a result, our revenues and operating expenses increased significantly in 2005 compared to 2004. Additionally, our acquisition and
capital raising activities during 2005 added significant expenses associated with common stock issued at discounts from the trading values for our common stock.

Revenues and Loss from Operations

Our revenue, cost of emission certificates (our cost of goods sold), general and administrative expenses, and loss from operations for the twelve month period
ended December 31, 2005 as compared to the comparable period ended December 31, 2004 were as follows:

|                                  |  | Year Ended
December 31,
2005 |            | Year Ended
December 31,
2004 |   | Percentage
Increase |  
|--------------------------------- |  | ---------------------------- | ---------- | ---------------------------- | - | ------------------- | -
|Revenue                           |  | $                            | 6,952,200  |                              | $ | 2,867,921           |  
|Cost of Emission Certificates     |  |                              | 2,050,283  |                              |   | 874,507             |  
|General & Administrative Expenses |  |                              | 6,565,079  |                              |   | 4,901,360           |  
|Warrant Settlement Expense        |  |                              | 1,660,538  |                              |   | -0-                 |  
|                                  |  |                              |            |                              |   |                     |  
|Loss from Operations              |  |                              | (3,323,700 | )                            |   | (2,907,946          | )

23

---



Our
revenues increased $4,084,279, or 142%, for the twelve months ended December 31, 2005 as a result of the net 10 stations added through acquisition and new stations openings
and the inclusion of a full year of operations from the six stores acquired in December 2004 from State Inspections of Texas.

Our
revenue for the twelve months ended December 31, 2005 as compared to the twelve months ended December 31, 2004 was as follows:

|                            |  | Year Ended
December 31,
2005 |           | Year Ended
December 31,
2004 |   | Percentage
Change | 
|--------------------------- |  | ---------------------------- | --------- | ---------------------------- | - | ----------------- | 
|Existing stations (a)       |  | $                            | 2,911,927 |                              | $ | 2,452,155         | 
|SIT acquisition             |  |                              | 1,507,859 |                              |   | -0-               | 
|Mr. Sticker acquisition (b) |  |                              | 1,312,895 |                              |   | -0-               | 
|Just Inc. acquisition (c)   |  |                              | 780,106   |                              |   | -0-               | 
|Mobile units                |  |                              | 235,413   |                              |   | -0-               | 
|Closed units                |  |                              | 204,000   |                              |   | 415,766           | 
|                            |  |                              |           |                              |   |                   | 
|Total Revenue               |  | $                            | 6,952,200 |                              | $ | 2,867,921         | 
|                            |  |                              |           |                              |   |                   | 

---

Our
cost of emission certificates increased $1,175,776, or 134%, in 2005 and was $2,050,283, or 29% of revenues, compared to $874,507, or 30% of revenues, during 2004. The $1,175,776
increase was mainly attributable to the net increase in the number of testing stations from 2004 to 2005 and the inclusion of a full year of operations from the six stores acquired in
December 2004 from State Inspections of Texas.

|                                    |  | Year Ended
December 31,
2005 |           | Year Ended
December 31,
2004 |   | Percentage
Change | 
|----------------------------------- |  | ---------------------------- | --------- | ---------------------------- | - | ----------------- | 
|Existing stations (a)               |  | $                            | 925,785   |                              | $ | 747,051           | 
|SIT acquisition                     |  |                              | 495,812   |                              |   | -0-               | 
|Mr. Sticker acquisition (b)         |  |                              | 416,172   |                              |   | -0-               | 
|Just Inc. acquisition (c)           |  |                              | 67,782    |                              |   | -0-               | 
|Mobile units                        |  |                              | 63,506    |                              |   | -0-               | 
|Closed units                        |  |                              | 81,226    |                              |   | 127,456           | 
|                                    |  |                              |           |                              |   |                   | 
|Total Cost of Emission Certificates |  | $                            | 2,050,283 |                              | $ | 874,507           | 
|                                    |  |                              |           |                              |   |                   | 

---

24

---



Our
general and administrative expenses increased $1,663,719, or 34%, to $6,565,079 from $4,901,360 in 2004. The 31% increase in general and administrative expenses from 2004 to 2005
compares favorably with the 142% increase in revenues during the same period and indicates that the significant fixed expenses associated with being a public company do not increase proportionally
with increased revenues. As we grow through future acquisitions we expect revenues will continue to increase at a faster rate than do general and administrative expenses and these efficiencies will
result in more profitable operations. The primary causes of the increased general and administrative expenses were the following differences in expenses recorded between the twelve months ended
December 31, 2004, and the twelve months ended December 31, 2005 which respectively increased or (decreased) expenses recorded in the twelve months ended December 31, 2005 when
compared to the twelve months ended December 31, 2004:

|General & administrative expenses associated with the six Texas stations purchased in December 2004 (SIT Acquisition) |  | $ | 949,259   |  
|--------------------------------------------------------------------------------------------------------------------- |  | - | --------- | -
|Financing expenses associated with efforts to raise capital for future acquisitions                                   |  |   | 440,606   |  
|General and administrative expenses associated with the six Mr. Sticker stations purchased in June 2005               |  |   | 522,401   |  
|General and administrative expenses associated with the eight Just Inc. stations purchased in September 2005          |  |   | 514,437   |  
|Excess of purchase price over fair market value of assets purchased                                                   |  |   | (560,000  | )
|Discount from market price on 2,024,996 common shares issued in debt conversion                                       |  |   | (462,000  | )
|Goodwill impairment                                                                                                   |  |   | 97,000    |  
|                                                                                                                      |  |   |          
|                                                                                                                      |  | $ | 1,501,703 |  
|                                                                                                                      |  |   |          

Interest Expense, Taxes, and Net Loss

Our interest expense, income tax benefit, and net loss for the year ended December 31, 2005 as compared to the year ended December 31, 2004 are as
follows:

|                                                                  |  | Year Ended
December 31,
2005 |            | Year Ended
December 31,
2004 |   | Percentage
Change |  
|----------------------------------------------------------------- |  | ---------------------------- | ---------- | ---------------------------- | - | ----------------- | -
|Interest Expense                                                  |  | $                            | 227,015    |                              | $ | 64,110            |  
|Net Loss                                                          |  |                              | (3,550,715 | )                            |   | (2,972,056        | )
|Preferred stock dividends on Series A convertible preferred stock |  |                              | (137,923   | )                            |   | (165,892          | )
|Net loss attributable to common shareholders                      |  | $                            | (3,688,638 | )                            | $ | (3,137,948        | )
|                                                                  |  |                              |            |                              |   |                   |  
|Basic and Diluted Loss per Share                                  |  | $                            | (1.43      | )                            | $ | (1.43             | )

Our
interest expense increased $162,905, or 254%, to $227,015 compared to $64,110 for 2004. The increase was mainly due to an increase in our outstanding debt from a $1,285,000
promissory note from the seller in order to acquire the six State Inspections of Texas stations.

During
2005, we had a net loss attributable to common shareholders of $3,688,638, or ($1.43), per weighted-average share. During 2004, we reported a net loss attributable to common
shareholders of $3,137,948, or ($1.43), per weighted-average share. The $550,690 increase in net loss for 2005 was primarily due to the $1,660,538 warrant settlement expense, partially offset by an
increase of $2,908,503 in revenue less cost of emission certificates, due to the net 10 stations added through acquisition and new stations openings and the inclusion of a full year of operations from
the six stores acquired in December 2004 from State Inspections of Texas. Net loss excluding the preferred stock dividends and warrant settlement expense decreased $1,081,879, or 36%, from
$2,972,056 for the twelve month period ended December 31, 2004 to $1,890,177. As we grow through future acquisitions we expect revenues will continue to increase at a faster rate than
associated expenses and these efficiencies will result in more profitable operations.

25

---



Liquidity and Capital Resources

Introduction

During 2005, we did not generate positive operating cash flows. With the acquisitions described above and as we continue to implement our growth strategy, we
anticipate an increase in our operating cash flow, but with the increased costs of expanding our operations, may not achieve positive operating cash flow during 2006. To date, we has funded operations
and acquisitions primarily through the issuance of equity securities. We anticipate raising additional capital during the second quarter of 2006 from the sale of our equity securities and debt
financing, although the terms of this offering have not been determined.

Both
of our acquisitions during the twelve months ended December 31, 2005 were funded from the private placement of $6,420,000 of our Series B Convertible Preferred Stock
and warrants to Barron Partners, LP.

Our
cash, current assets, total assets, current liabilities, and total liabilities as of December 31, 2005 as compared to December 31, 2004 were:

|                           |  | As of
December 31,
2005 |           | As of
December 31,
2004 |   | Change    | 
|-------------------------- |  | ----------------------- | --------- | ----------------------- | - | --------- | 
|Cash                       |  | $                       | 250,227   |                         | $ | 16,431    | 
|Total current assets       |  |                         | 390,510   |                         |   | 88,355    | 
|Total assets               |  |                         | 9,993,897 |                         |   | 4,344,038 | 
|Total current liabilities  |  |                         | 1,207,747 |                         |   | 1,504,933 | 
|Total liabilities          |  |                         | 1,207,747 |                         |   | 2,837,235 | 
|Total shareholders' equity |  | $                       | 8,786,150 |                         | $ | 1,506,803 | 

During
2005 our total assets increased by $5,649,859 while our total liabilities decreased by $1,629,488, resulting in a $7,279,347 increase in shareholders' equity.

Cash Requirements

For the year ended December 31, 2005 our net cash used in operating activities was ($714,157), as compared to ($788,429) for the year ended
December 31, 2004. Negative operating cash flows during 2005 were primarily created by a net loss from operations before the settlement expense of $1,890,177, partially offset by: a net
increase of $251,626 in accrued interest expense, accounts payable and accrued liabilities, stock issued for services valued at $381,858, goodwill impairment charge of subsidiaries of $97,000, and
depreciation and amortization of $429,171.

Our
net cash used in operating activities decreased $74,272, or 9%, from 2004 to 2005. The following table shows net loss as a percentage of revenues decreasing from 104% in 2004 to 27%
in 2005. This further indicates that the significant fixed expenses associated with being a public company do not increase proportionally with increased revenues. As we grow through future
acquisitions we expect
revenues will continue to increase at a faster rate than associated expenses and these efficiencies will result in more profitable operations.

|                             |  | Revenues |           | Net Loss* |   | Percentage of
Revenues |  
|---------------------------- |  | -------- | --------- | --------- | - | ---------------------- | -
|Year ended December 31, 2005 |  | $        | 6,952,200 |           | $ | (1,890,177             | )
|Year ended December 31, 2004 |  | $        | 2,867,921 |           | $ | (2,972,056             | )

---

26

---



Negative
operating cash flows during 2004 were primarily created by a net loss from operations of $2,972,056, partially offset by an increase of $593,169 in accounts payable and accrued
liabilities, stock expenses of $559,514 resulting from an acquisition, non-cash stock issuance expense of 489,812, stock issued for services valued at $404,352 and depreciation and
amortization of $251,103.

Sources and Uses of Cash

Net cash used in investing activities was $5,413,846 and $2,560,876, respectively, for the years ended December 31, 2005 and 2004. The investing activities
during 2005 and 2004 involved primarily $5,314,273 and $2,376,015 used in the acquisition of businesses.

Net
cash provided by financing activities was $6,361,799 and $3,356,505, respectively, for the years ended December 31, 2005 and 2004. Net cash provided during 2005 resulted
primarily from the $5,906,400 in proceeds from the sale of convertible preferred stock, which is net of $513,600 associated financing costs, proceeds of $350,000 from the issuance of promissory notes
to related parties and an increase of $195,000 resulting from a private placement of our common stock and warrants and net proceeds of $126,000 resulting from the issuance of convertible debentures.
Net cash provided during 2004 resulted primarily from the $2,234,002 in proceeds from the sale of convertible preferred stock, net of associated financing costs, proceeds of $231,600 from the issuance
of promissory notes to related parties and an increase of $987,550 resulting from a private placement of the our common stock and warrants.

On
October 14, 2005, as part of the Settlement Agreement, GCFG converted all amounts due and owing under the Speedemissions, Inc. Secured Promissory Note dated
December 30, 2004, in the principal amount of $1,285,000 plus accrued interest of $124,288.25 into (i) 1,409 shares of Series A Convertible Preferred Stock with rights and
preferences outlined in the Amended Certificate of Designation of our Series A Convertible Preferred Stock and (ii) a warrant to purchase 2,400,000 shares of our common stock at an
exercise price of $1.20 per share for a period of five years.

On
October 14, 2005, as part of the Settlement Agreement, GCA converted all amounts due and owing, including accrued interest, under the $350,000 principal amount promissory note
dated January 26, 2005, the $300,000 principal amount promissory note dated August 2, 2001, and the $110,000 principal amount promissory note dated August 7, 2004 and $302,847 in
cumulative dividends due and owing under the existing 2,500 shares of our Series A Convertible Preferred Stock into (i) 1,224 shares of Series A Convertible Preferred Stock,
(ii) a warrant to purchase 1,600,000 shares of our common stock with an exercise price of $1.20 per share of common stock for a period of five years, and (iii) an amended warrant
agreement dated January 26, 2005 to purchase 250,000 shares of common stock reducing the exercise price from $2.40 to $1.20 per share.

On
August 23, 2005, we filed a Registration Statement on Form SB-2 registering approximately 84,829 shares of our common stock for sale by existing shareholders and
approximately 27,842,430 shares of our common stock for sale by existing warrant and preferred stock holders upon the exercise of warrants or conversion of preferred stock. On October 7, 2005,
we filed an amendment to the Registration Statement on Form SB-2/A. The Registration Statement is not currently up-to-date and therefore sales cannot currently be
made pursuant to this Registration Statement. In April 2006, we intend to file an amendment to the Registration Statement to provide updated information, including financial statements through
December 31, 2005.

On
June 25, 2005, we converted seven identical unsecured promissory notes totaling $315,000 held by Calabria Advisors, LLC, an entity controlled by Mr. Parlontieri, plus
accrued interest into 11,242 shares of our common stock.

On
September 13, 2004, we filed a Registration Statement on Form SB-2 registering approximately 579,348 shares of our common stock for sale by existing shareholders
and approximately 768,008 shares

27

---



of
our common stock for sale by existing warrant and preferred stock holders upon the exercise of warrants or conversion of preferred stock. We filed an amendment to the Registration Statement on Form
SB-2/A on September 27, 2004. We filed a post-effective amendment to the Registration Statement on September 30, 2005. The Registration Statement is not currently
up-to-date and therefore sales cannot currently be made pursuant to this Registration Statement. In April 2006, we intend to file an amendment to the Registration
Statement to provide updated information, including financial statements through December 31, 2005.

On
June 16, 2004, the combined principal amount of $315,000 and accrued interest amount of approximately $9,000 outstanding under a series of our promissory notes were converted
into 924,996 shares of our common stock at an exchange rate of $0.35 per common share.

On
January 18, 2004, the combined principal amount of $225,000 and accrued interest amount of approximately $55,000 outstanding under one of our promissory notes were converted
into 1,100,000 shares of our common stock at an exchange rate of $0.25 per common share.

We
are not generating sufficient cash flow from operations to fund growth as we continue to acquire and open new emission testing and safety inspection stations. If we can successfully
complete one or more acquisitions of profitable businesses, then we anticipate that we can operate at a profitable level. Until such time, however, and in order to complete the acquisitions, we will
need to raise additional capital through the sale of our equity securities and or through debt financing to continue implementation of our growth strategy.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our 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 us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues, and expenses. In consultation with our Board of Directors, we have identified accounting policies related to valuation of our common stock and for assessing
whether any value should be assigned to a warrant that we believe is key to an understanding of our financial statements. Additionally, we have identified accounting policies related to the valuation
of goodwill, created as the result of business acquisitions, as a key to an understanding of our financial statements. These are important accounting policies that require management's most difficult,
subjective judgments.

Item 7. Financial Statements

Index to Financial StatementsReport of Independent Certified Public Accountants

F-1Consolidated Balance Sheet

F-2Consolidated Statements of Operations

F-3Consolidated Statements of Shareholders Deficit

F-4Consolidated Statements of Cash Flows

F-5Notes to Consolidated Financial Statements

F-6


28

---







Speedemissions, Inc. and Subsidiaries
Consolidated Financial Statements
December 31, 2005 and 2004

---





Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Stockholders
Speedemissions, Inc.

We
have audited the accompanying consolidated balance sheet of Speedemissions Inc. and subsidiaries (the "Company") as of December 31, 2005, and the related consolidated statements of
operations, stockholders' equity (deficiency), and cash flows for the years ended December 31, 2005 and 2004. These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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 financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall 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 Speedemissions, Inc. and subsidiaries as of
December 31, 2005, and the results of their operations and their cash flows for the years ended December 31, 2005 and 2004 in conformity with accounting principles generally accepted in
the United States of America.

The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company's recurring losses from operations, operating cash flow deficiencies and its limited capital resources raise
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/
Tauber & Balser, P. C.
Atlanta, Georgia
February 24, 2006

F-1

---





Speedemissions, Inc. and Subsidiaries  Consolidated Balance Sheet  as of December 31,

|                                                                               |                                                                                                                                            | 2005                                       |          
|------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ---------
|Assets                                                                         |                                                                                                                                            |                                            |          
|Current assets:                                                                |                                                                                                                                            |                                            |          
|                                                                               | Cash                                                                                                                                       |                                            | $        
|                                                                               | Other current assets                                                                                                                       |                                            |          
|                                                                               |                                                                                                                                            |                                            |          
|                                                                               |                                                                                                                                            | Total current assets                       |          
|Property and equipment, at cost less accumulated depreciation and amortization |                                                                                                                                            |                                            | 1,455,015
|Goodwill                                                                       |                                                                                                                                            |                                            | 8,107,171
|Other assets                                                                   |                                                                                                                                            |                                            | 41,201   
|                                                                               |                                                                                                                                            |                                            |          
|                                                                               |                                                                                                                                            | Total assets                               |          
|                                                                               |                                                                                                                                            |                                            |          
|Liabilities and Stockholders' Equity                                           |                                                                                                                                            |                                            |          
|Current liabilities:                                                           |                                                                                                                                            |                                            |          
|                                                                               | Accounts payable and accrued liabilities                                                                                                   |                                            | $        
|                                                                               | Debt payable to related parties                                                                                                            |                                            |          
|                                                                               | Accrued interest on debt payable to related parties                                                                                        |                                            |          
|                                                                               | Current portion of capitalized lease obligation                                                                                            |                                            |          
|                                                                               |                                                                                                                                            |                                            |          
|                                                                               |                                                                                                                                            | Total current liabilities                  |          
|                                                                               |                                                                                                                                            |                                            |          
|Commitments and contingencies                                                  |                                                                                                                                            |                                            |          
|Stockholders' equity:                                                          |                                                                                                                                            |                                            |          
|                                                                               | Series A convertible and cumulative preferred stock, $.001 par value, 5,000,000 shares authorized, 5,133 shares issued and outstanding     |                                            |          
|                                                                               | Series B convertible and cumulative preferred stock, $.001 par value, 3,000,000 shares authorized, 2,500,000 shares issued and outstanding |                                            |          
|                                                                               | Common stock, $.001 par value, 250,000,000 shares authorized, 2,683,581 shares issued and outstanding                                      |                                            |          
|                                                                               | Additional paid-in capital                                                                                                                 |                                            |          
|                                                                               | Deferred compensation                                                                                                                      |                                            |          
|                                                                               | Accumulated deficit                                                                                                                        |                                            |          
|                                                                               |                                                                                                                                            |                                            |          
|                                                                               |                                                                                                                                            | Total stockholders' equity                 |          
|                                                                               |                                                                                                                                            |                                            |          
|                                                                               |                                                                                                                                            | Total liabilities and stockholders' equity |          
|                                                                               |                                                                                                                                            |                                            |          

See accompanying notes to consolidated financial statements.

F-2

---





Speedemissions, Inc. and Subsidiaries  Consolidated Statements of Operations for the years ended December 31,

|                                                              |                                              | 2005 |            | 2004       |  
|------------------------------------------------------------- | -------------------------------------------- | ---- | ---------- | ---------- | -
|Revenue                                                       |                                              | $    | 6,952,200  |            | $
|                                                              |                                              |      |            |            |  
|Costs and expenses:                                           |                                              |      |            |            |  
|                                                              | Cost of emission certificates                |      |            | 2,050,283  |  
|                                                              | General and administrative expenses          |      |            | 6,565,079  |  
|                                                              | Warrant settlement expense                   |      |            | 1,660,538  |  
|                                                              |                                              |      |            |            |  
|Loss from operations                                          |                                              |      | (3,323,700 | )          |  
|Interest expense                                              |                                              |      | 227,015    |            |  
|                                                              |                                              |      |            |            |  
|                                                              | Net loss                                     |      |            | (3,550,715 | )
|Less preferred dividends                                      |                                              |      | 137,923    |            |  
|                                                              |                                              |      |            |            |  
|                                                              | Net loss attributable to common stockholders |      | $          | (3,688,638 | )
|                                                              |                                              |      |            |            |  
|Basic and diluted net loss per share                          |                                              | $    | (1.43      | )          | $
|                                                              |                                              |      |            |            |  
|Weighted average common shares outstanding, basic and diluted |                                              |      | 2,575,407  |            |  
|                                                              |                                              |      |            |            |  

See accompanying notes to consolidated financial statements.

F-3

---





Speedemissions, Inc. and Subsidiaries  Consolidated Statements of Stockholders' Equity (Deficiency)  For the Years Ended December 31, 2005 and 2004

|                                                 |  | Preferred StockSeries A |  | Preferred StockSeries B |   | Common Stock |           |  |   |       |  |           |  |   |      
|------------------------------------------------ |  | ------------------------ |  | ------------------------ | - | ------------ | --------- |  | - | ----- |  | --------- |  | - | -----
|
|
|Balance at December 31, 2003                     |  |                         |  | $                        |  |              |          |  | $ |      |  | 1,627,062 |  | $ | 1,627
|Common stock issued for cash                     |  |                          |  |                          |   |              |           |  |   |       |  | 331,014   |  |   | 331  
|Common stock issued for services                 |  |                          |  |                          |   |              |           |  |   |       |  | 112,452   |  |   | 112  
|Conversion of notes payable                      |  |                          |  |                          |   |              |           |  |   |       |  | 202,500   |  |   | 202  
|Compensation due to stock option grant           |  |                         |  |                          |  |              |          |  |   |      |  |          |  |   |     
|Preferred stock issued for cash, net of expenses |  | 2,500                    |  |                          | 3 |              |           |  |   |       |  |           |  |   |      
|Preferred stock dividend                         |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Common stock issued for antidilution agreement   |  |                          |  |                          |   |              |           |  |   |       |  | 85,500    |  |   | 86   
|Common stock issued for business acquisition     |  |                          |  |                          |   |              |           |  |   |       |  | 95,632    |  |   | 96   
|Compensation due to stock issued                 |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Net loss                                         |  |                         |  |                          |  |              |          |  |   |      |  |          |  |   |     
|                                                 |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Balance at December 31, 2004                     |  | 2,500                    |  |                          | 3 |              |          |  |   |      |  | 2,454,159 |  |   | 2,454
|Common stock issued for services                 |  |                          |  |                          |   |              |           |  |   |       |  | 116,442   |  |   | 117  
|Conversion of notes payable                      |  | 2,330                    |  |                          | 2 |              |           |  |   |       |  | 94,681    |  |   | 95   
|Compensation due to stock option grant           |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Compensation due to stock warrants issued        |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Preferred stock issued for cash, net of expenses |  |                          |  |                          |   |              | 2,500,000 |  |   | 2,500 |  |           |  |   |      
|Preferred stock dividend                         |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Preferred stock issued for accrued dividends     |  | 303                      |  |                          |  |              |           |  |   |       |  |           |  |   |      
|Warrant settlement expense                       |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Common stock warrants issued for cash            |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Common stock issued for business acquisition     |  |                          |  |                          |   |              |           |  |   |       |  | 18,298    |  |   | 18   
|Net loss                                         |  |                         |  |                          |  |              |          |  |   |      |  |          |  |   |     
|                                                 |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      
|Balance at December 31, 2005                     |  | 5,133                    |  | $                        | 5 |              | 2,500,000 |  | $ | 2,500 |  | 2,683,581 |  | $ | 2,684
|                                                 |  |                          |  |                          |   |              |           |  |   |       |  |           |  |   |      

See accompanying notes to consolidated financial statements.

F-4

---





Speedemissions, Inc. and Subsidiaries  Consolidated Statements of Cash Flows  For the Years Ended December 31, 2005 and 2004

|                                                                  |                                                                                         | 2005                                      |                                                                   | 2004                                                          |           
|----------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ----------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------------- | ----------
|Operating activities:                                             |                                                                                         |                                           |                                                                   |                                                               |           
|                                                                  | Net loss                                                                                |                                           | $                                                                 | (3,550,715                                                    | )         
|                                                                  | Adjustments to reconcile net loss to net cash used by operating activities:             |                                           |                                                                   |                                                               |           
|                                                                  |                                                                                         |                                           | Depreciation and amortization                                     |                                                               |           
|                                                                  |                                                                                         |                                           | Goodwill impairment charge                                        |                                                               |           
|                                                                  |                                                                                         |                                           | Loss on sale of assets                                            |                                                               |           
|                                                                  |                                                                                         |                                           | Warrant settlement expense                                        |                                                               |           
|                                                                  |                                                                                         |                                           | Stock expense incurred in payment of promissory notes             |                                                               |           
|                                                                  |                                                                                         |                                           | Stock expense incurred in business acquisition                    |                                                               |           
|                                                                  |                                                                                         |                                           | Stock option expenses                                             |                                                               |           
|                                                                  |                                                                                         |                                           | Stock issued for services                                         |                                                               |           
|                                                                  |                                                                                         |                                           | Changes in operating assets and liabilities, net of acquisitions: |                                                               |           
|                                                                  |                                                                                         |                                           |                                                                   | Other current assets                                          |           
|                                                                  |                                                                                         |                                           |                                                                   | Other assets                                                  |           
|                                                                  |                                                                                         |                                           |                                                                   | Accrued interest on long-term debt payable to related parties |           
|                                                                  |                                                                                         |                                           |                                                                   | Accounts payable and accrued liabilities                      |           
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|                                                                  |                                                                                         | Net cash used by operating activities     |                                                                   |                                                               | (714,157  
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|Cash flows from investing activities:                             |                                                                                         |                                           |                                                                   |                                                               |           
|                                                                  | Acquisition of businesses                                                               |                                           |                                                                   | (5,293,826                                                    | )         
|                                                                  | Proceeds from asset sales                                                               |                                           |                                                                   | 34,000                                                        |           
|                                                                  | Net purchases of property and equipment                                                 |                                           |                                                                   | (133,573                                                      | )         
|                                                                  | Cash acquired in acquisitions                                                           |                                           |                                                                   | (20,447                                                       | )         
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|                                                                  |                                                                                         | Net cash used by investing activities     |                                                                   |                                                               | (5,413,846
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|Cash flows from financing activities:                             |                                                                                         |                                           |                                                                   |                                                               |           
|                                                                  | Proceeds from issuance of convertible preferred stock to related party, net of expenses |                                           |                                                                   | 5,906,400                                                     |           
|                                                                  | Proceeds from issuance of common stock and warrants                                     |                                           |                                                                   | 195,000                                                       |           
|                                                                  | Proceeds from promissory note payable to related party                                  |                                           |                                                                   | 350,000                                                       |           
|                                                                  | Payments on promissory notes                                                            |                                           |                                                                   | (165,000                                                      | )         
|                                                                  | Proceeds from convertible debenture, net of expenses                                    |                                           |                                                                   | 126,000                                                       |           
|                                                                  | Payments on capitalized leases                                                          |                                           |                                                                   | (50,601                                                       | )         
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|                                                                  |                                                                                         | Net cash provided by financing activities |                                                                   |                                                               | 6,361,799 
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|Net increase in cash                                              |                                                                                         |                                           | 233,796                                                           |                                                               |           
|Cash at beginning of year                                         |                                                                                         |                                           | 16,431                                                            |                                                               |           
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|Cash at end of year                                               |                                                                                         | $                                         | 250,227                                                           |                                                               | $         
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|Supplemental Information:                                         |                                                                                         |                                           |                                                                   |                                                               |           
|Cash paid for interest                                            |                                                                                         | $                                         | 31,222                                                            |                                                               | $         
|                                                                  |                                                                                         |                                           |                                                                   |                                                               |           
|Non-cash Investing and Financing activities:                      |                                                                                         |                                           |                                                                   |                                                               |           
|Equity securities issued in connection with the acquisition of    |                                                                                         | $                                         | 43,000                                                            |                                                               | $         
|Mr. Sticker, Inc.                                                 |                                                                                         |                                           |                                                                   |                                                               |           
|Equity securities issued in connection with the acquisition of    |                                                                                         | $                                         |                                                                  |                                                               | $         
|Twenty Dollar Emission, Inc.                                      |                                                                                         |                                           |                                                                   |                                                               |           
|Equity securities issued in payment of notes payable              |                                                                                         | $                                         | 2,523,291                                                         |                                                               | $         
|Promissory notes issued in connection with the acquisition of SIT |                                                                                         |                                           |                                                                  |                                                               | $         
|Equity securities issued in payment of preferred stock dividends  |                                                                                         | $                                         | 302,847                                                           |                                                               | $         

See accompanying notes to consolidated financial statements.

F-5

---



Speedemissions, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1: Organization and Summary of Significant Accounting Policies

Emissions Testing, Inc. was incorporated on May 5, 2000 under the laws of the state of Georgia for the primary business purpose of opening,
acquiring, developing and operating vehicle emission testing stations. Effective as of March 19, 2002, Emissions Testing, Inc. and Speedemissions, LLC merged and changed its name to
Speedemissions, Inc. Effective as of June 16, 2003, Speedemissions, Inc. ("Speedemissions" or the "Company") entered into an acquisition agreement with SKTF
Enterprises, Inc. ("SKTF"). Pursuant to the acquisition agreement, SKTF acquired all of the outstanding common stock of Speedemissions in exchange for approximately 900,000 shares of SKTF
common stock, which were issued to the stockholders of Speedemissions. Accordingly, Speedemissions became a wholly owned subsidiary of SKTF.

SKTF
was a development stage company that had not begun operations and had no revenues and a minimal amount of assets and liabilities. For accounting purposes, Speedemissions was viewed
as the acquiring entity and accounted for the transaction as a reverse acquisition. Accounting and reporting guidance indicates that the merger of a private operating company into a
non-operating public shell corporation with nominal net assets is in substance a capital transaction rather than a business combination. That is, the transaction is equivalent to the
private company issuing common stock for the net monetary assets of the shell corporation, accompanied by a recapitalization.

The
accumulated deficit of Speedemissions was carried forward subsequent to the acquisition. Results of operations subsequent to the date of acquisition reflect the consolidated results
of operations of Speedemissions and SKTF. Operations for periods prior to the acquisition reflect those of Speedemissions. Assets and liabilities of Speedemissions and SKTF have been consolidated at
their historical cost carrying amounts at the date of acquisition.

Effective
on September 5, 2003, SKTF Enterprises, Inc. changed its name to Speedemissions, Inc. For ease of reference, these notes and the accompanying consolidated
financial statements continue to refer
to "SKTF" and "Speedemissions" in the context of their legal names prior to the September 5, 2003 name change.

On
June 30, 2005, the Company purchased all of the outstanding common stock of Mr. Sticker, Inc., ("MS") a Houston, Texas, company that operates six
(6) emissions testing stations in the Houston, Texas area. The purchase price was $3,100,000 in cash plus 18,300 shares of the Company's common stock valued at $43,000. Mr. Sticker's
financial statements have been consolidated, as a wholly owned subsidiary. The results of their operations subsequent to the acquisition are included in our 2005 operating results.

On
September 8, 2005, the Company purchased all of the outstanding common stock of Just, Inc., ("JI") a Salt Lake City, Utah company that operates eight
(8) emissions testing stations in the Salt Lake City, Utah area. The purchase price was $2,300,000 in cash plus 71,429 shares of the Company's common stock, valued at $200,000, which is
included in accrued liabilities as the shares were not issued as of December 31, 2005. JI's financial statements have been consolidated, as a wholly owned subsidiary. The results of their
operations subsequent to the acquisition are included in our 2005 operating results.

On
January 20, 2006, the Company effected a 1 for 10 reverse stock split of its common stock. All references in the accompanying consolidated financial statements and notes to the
consolidated financial statements to the number of shares of common stock and loss per share have been retroactively restated to reflect the reverse stock split. As a result of the reverse stock
split, the Company's ticker symbol changed from "SPEM" to "SPMI" on the OTC Bulletin Board.

F-6

---



Consolidation

The accompanying consolidated financial statements include the accounts of Speedemissions, MS, JI and SKTF as discussed in Note 1. All significant
intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations

Speedemissions is engaged in opening, acquiring, developing, and operating vehicle emissions testing and safety inspection stations. The federal government and a
number of state and local governments in
the United States (and in certain foreign countries) mandate vehicle emissions testing as a method of improving air quality.

As
of December 31, 2005, the Company operated thirty-five (35) emissions testing stations and four (4) mobile units in greater metropolitan areas of
Atlanta, Georgia; Houston, Texas; and Salt Lake City, Utah. As of December 31, 2004, the Company operated twenty-five (25) emissions testing stations and seven
(7) mobile units in the greater metropolitan areas of Atlanta, Georgia and Houston, Texas. The Company does business under the trade namesSpeedemissions,
Mr. Sticker (Texas)andJust Inc. (Utah). At its emissions testing stations, the Company uses computerized
emissions testing equipment and safety inspection equipment that tests vehicles for compliance with emissions and safety standards. In the emissions testing and safety inspection industry, such
stations are known as decentralized facilities. The Company utilizes "basic" testing systems that test a motor vehicle's emissions while in neutral and "enhanced" testing systems that test a vehicle's
emissions under simulated driving conditions.

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 period. Significant estimates included in these financial statements relate to useful lives of certain assets, valuation of long-term
assets such as goodwill. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized as the testing services are performed. 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 with cash, check, or credit card; accordingly, the Company does not have significant levels of accounts receivable.

Under
current Georgia, Texas, 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 allowance for retest is recorded by the Company.

Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives, as follows: building, fifteen
years; emission testing equipment, five years; and furniture, fixtures, and office equipment, five years.

F-7

---



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

In accordance with Statement of Financial Accounting Standards No. 144,Accounting for the Impairment or Disposal of
Long-Lived Assets, the Company reviews its assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset 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. The assessment of the recoverability of assets will be impacted if estimated future operating cash flows are not achieved. In the opinion of
management, property and equipment was not impaired as of December 31, 2005 or 2004.

Goodwill

The Company has adopted Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible
Assets(SFAS 142), which prescribes the accounting for all purchased goodwill. In accordance with SFAS 142, goodwill is not amortized but tested for impairment
annually and also whenever an impairment indicator arises.

In
the opinion of management, goodwill was impaired as of December 31, 2005 relating to the goodwill recorded from the acquisition of the assets of State Inspections of
Texas, Inc. The fair value of goodwill was determined using discounted cash flow techniques based on current operating results of future projections. The amount of the goodwill impairment has
been calculated at $97,000 and is recorded in general and administrative expense in the accompanying consolidated statements of operations for the year ended December 31, 2005. In the opinion
of management, goodwill was not impaired as of December 31, 2004.

Income Taxes

Deferred income taxes are recognized for the effect of temporary differences between financial reporting and tax filing in accordance with the requirements of
Statement of Financial Accounting Standards No. 109,Accounting for Income Taxes.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense totaled $22,206 in 2005 and $27,551 in 2004.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities, and other short-term liabilities, approximate fair value
because of the short-term nature of these accounts.

Net Loss Per Common Share

Basic net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted-average number of common shares
outstanding for the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number

F-8

---



of
common and potential common shares outstanding during the period, if the effect of the potential common shares is dilutive. As a result of the Company's net losses, all potentially dilutive
securities would be anti-dilutive and are excluded from the computation of diluted loss per share.

Accounting for Stock-Based Compensation

The Company applies Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees(APB 25), and related interpretations in accounting for stock options. The Company has adopted only the disclosure provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation(SFAS 123), as amended by statement of Financial Accounting Standards No. 148, Accounting for Stock-Based CompensationTransition and Disclosure,in
accounting for stock options and does not recognize compensation
expense under the fair value provisions of SFAS 123. The Company has chosen to continue to account for stock-based compensation using the intrinsic-value-based method. Accordingly, compensation
costs for stock options issued to employees is measured as the excess, if any, of the quoted market price of the stock at the date of the grant over the amount the employee must pay to acquire the
stock.

Stock-based
employee compensation cost has been reflected in net loss in the accompanying consolidated statements of operations, for the 40,000 options classified as variable stock
options granted that had an exercise price less than the market value of the underlying common stock on the date of grant (see Note 7). At the end of each calendar quarter, the Company
determines a value for the financial effect of the variable stock options. The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value
recognition provisions of SFAS 123 to stock-based employee compensation.

|                                                                                                      |  | 2005 |            | 2004 |  
|----------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | -
|Net loss, attributable to common stockholders                                                         |  | $    | (3,688,638 | )    | $
|Compensation expense previously recognized                                                            |  |      | (14,758    | )    |  
|Total stock-based employee compensation expense determined under the fair value method for all awards |  |      | (69,069    | )    |  
|                                                                                                      |  |      |            |      |  
|Pro forma net loss                                                                                    |  | $    | (3,772,465 | )    | $
|                                                                                                      |  |      |            |      |  
|Loss per share:                                                                                       |  |      |            |      |  
|Basic and diluted, as reported                                                                        |  | $    | (1.43      | )    | $
|Basic and diluted, pro forma                                                                          |  | $    | (1.46      | )    | $

The
fair value of stock options issued during 2005 and 2004 has been determined using the Black-Scholes option-pricing model with the following assumptions: risk-free
interest rates of 3.00%; expected lives of 3 years; expected volatility of 45%; and no dividend yield.

Recently Issued Accounting Standards

Recent pronouncements that potentially affect these or future financial statements include:

FASB
Statement No. 123R, "Share-Based Payment", becomes effective at the beginning of the Company's quarter ending March 31, 2006 and will require all share-based payments
to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values and no longer allows pro forma disclosure as an alternative to
financial statement recognition.

Note 2: Going Concern

The Company has historically incurred losses and has not yet generated a profit which raises substantial doubt about the Company's ability to continue as a going
concern. The future success of the

F-9

---



Company
is contingent upon, among other things, the ability to: achieve and maintain satisfactory levels of profitable operations; obtain and maintain adequate levels of debt and/or equity financing;
and provide sufficient cash flow from operations to meet current and future obligations. The Company is actively seeking new sources of financing to expand its revenue opportunities, however there is
no guarantee that the Company will be successful in obtaining the financing required to fund its capital needs.

The
Company has taken certain steps to maintain its operating and financial requirements in an effort to enable it to continue as a going concern until such time that revenues are
sufficient to cover expenses, including expanding its revenue opportunities through the acquisitions of Mr. Sticker and Just Inc. in 2005, incorporating revisions to its processes and
costs by seeking reduced operating costs through service agreements, redistributing labor to reduce overtime costs, and improving the appearance of its stores and personnel.

The
Company has prepared financial forecasts which indicate that, based on its current business plans and strategies, it anticipates that it will achieve profitable operations and
generate positive cash flows in the future. However, the ultimate ability of the Company to achieve these forecasts and to meet the objectives discussed in the preceding paragraph cannot be determined
at this time. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 3: Property and Equipment

Property and equipment at December 31, 2005 was as follows:

|Land                                           |  | $ | 240,000  
|---------------------------------------------- |  | - | ---------
|Building                                       |  |   | 10,000   
|Emission testing equipment                     |  |   | 1,364,099
|Furniture, fixtures and office equipment       |  |   | 41,699   
|Vehicles                                       |  |   | 25,404   
|Leasehold improvements                         |  |   | 516,561  
|                                               |  |  
|                                               |  |   | 2,197,763
|Less accumulated depreciation and amortization |  |   | 742,748  
|                                               |  |  
|                                               |  | $ | 1,455,015
|                                               |  |  

Depreciation
and amortization expense associated with property and equipment totaled $352,525 in 2005 and $251,103 in 2004.

At
December 31, 2005, approximately $132,000 of leasehold improvements represented leasehold improvements for two new stations under construction.

F-10

---



Note 4: Debt Payable to Related Parties

Long-term debt payable to related parties at December 31, was as follows:

|                                                         |  | 2005 |        | 2004
|-------------------------------------------------------- |  | ---- | ------ | ----
|GCA Fund 10% note (a)                                    |  | $    |       |     
|V2R 10% note (b)                                         |  |      | 51,747 |     
|Calabria 5% note (c)                                     |  |      |       |     
|State Inspections of Texas 12.5% note (d)                |  |      |       |     
|State inspections of Texas non-interest bearing note (e) |  |      |       |     
|State Inspections of Texas 12.5% note (f)                |  |      |       |     
|                                                         |  |      |        |     
|                                                         |  |      | 51,747 |     
|Less current portion                                     |  |      | 51,747 |     
|                                                         |  |      |        |     
|                                                         |  | $    |       |     
|                                                         |  |      |        |     

---

F-11

---



Note 5: Income Taxes

As of December 31, 2005, the Company had net operating loss (NOL) carryforwards of approximately $8,976,000 that may be used to offset future taxable
income. If not utilized, the NOL carryforwards will expire at various dates through 2025.

Differences
between the income tax benefit reported in the statements of operations for 2005 and 2004 and the amount determined by applying the statutory federal income tax rate (34%) to
the loss before income taxes were as follows:

|                                             |  | 2005  |    | 2004  |   
|-------------------------------------------- |  | ----- | -- | ----- | --
|Expected rate                                |  | (34.0 | )% | (34.0 | )%
|State income taxes, net of federal deduction |  | (4.0  | )  | (4.0  | ) 
|Valuation allowance                          |  | 38.0  |    | 38.0  |   
|                                             |  |       |    |       |   
|                                             |  |      | %  |      | % 
|                                             |  |       |    |       |   

Deferred
income tax assets at December 31, 2005 consisted of the following:

|                                 |  | 2005 |           
|-------------------------------- |  | ---- | ----------
|Net operating loss carryforwards |  | $    | 3,411,000 
|Less valuation allowance         |  |      | (3,411,000
|                                 |  |      |           
|Net deferred tax asset           |  | $    |          
|                                 |  |      |           

A
valuation allowance was established for the tax benefit of the NOL carryforwards for which realization was not considered more likely than not. At December 31, 2005, the
valuation allowance was adjusted such that no net deferred tax assets were recognized.

Note 6: Leasing Activities

Operating Leases

The Company leases office space and land and buildings for certain of its emission 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 of the leases have been personally guaranteed by the president of the Company.

Certain
of the above 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, 2005 and 2004, the excess of rent expense over cash payments was approximately $121,000 and $40,000, respectively. Such
amount is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

F-12

---



Future
minimum rental payments required under the non-cancelable operating leases were as follows at December 31, 2005:

|Year Ending December 31 |                |  |  
|----------------------- | -------------- |  | -
|                        | 2006           |  | $
|                        | 2007           |  |  
|                        | 2008           |  |  
|                        | 2009           |  |  
|                        | 2010           |  |  
|                        | 2011 and later |  |  

Total
rent expense under all operating leases totaled $992,312 in 2005 and $534,032 in 2004.

Note 7: Equity Transactions

Preferred Stock

On January 21, 2004, the Company completed a private placement of 2,500 shares of its Series A Convertible Preferred Stock (the "Preferred Stock")
and 250,000 common stock purchase warrants (the "Warrants") to GCA Strategic Investment Fund Limited ("GCA Fund"), an existing affiliate shareholder of the Company, in exchange for gross proceeds to
the Company of $2,500,000. Net proceeds to the Company after the payment of an advisors fee and offering expenses was $2,234,000.

The
Preferred Stock accrued a dividend of 7% per annum, and each share of Preferred Stock is convertible into 833.33 shares of the Company's common stock, or 2,083,333 shares of common
stock in the aggregate. As of October 14, 2005, pursuant to the articles of amendment, the Preferred Stock no longer accrued dividends. The Warrants are exercisable for a period of five years
at an exercise price of $1.20 per share of common stock to be acquired upon exercise. In the event of liquidation, dissolution or winding up of the Company preferred stockholders are entitled to be
paid prior to any preference of any other payment or distribution.

On
June 30, 2005 the Company completed a private placement of 2,500,000 shares of its Series B Convertible Preferred Stock (the "Preferred B Stock") and 4,390,000 common
stock purchase warrants ("B-1 Warrants" and "B-2 Warrants") to Barron Partners LP, in exchange for gross proceeds to the Company of $6,420,000. Net proceeds to the Company
after the payment of advisors fees and offering expenses was $5,906,400. In addition to the cash portion of the advisors fee, the Company issued 285,000 common stock purchase warrants to Prospect
Financial Advisors, LLC, which are exercisable for a period of five years at an exercise price of $0.60 per share of common stock to be acquired upon exercise. The Company also issued 50,000 common
stock purchase warrants to Strasbourger, LLC as a finder's fee, which are exercisable for a period of three years at an exercise price of $2.00 per share of common stock to be acquired upon exercise.
On June 30, 2005, the Company used $3,100,000 of the net proceeds from the Preferred B Stock placement to purchase all of the outstanding common stock of Mr. Sticker. On
September 8, 2005, the Company used or committed to pay at a future date, in accordance with the terms of the purchase agreement, $2,300,000 of the net proceeds from the Preferred B Stock
placement to purchase all of the outstanding common stock of Just, Inc. The remainder of the net proceeds, or $446,400, was retained by the Company for current working capital.

F-13

---



The Preferred B Stock does not pay a dividend and has no voting rights. Each share of Preferred B Stock was convertible into 4.28 shares of the Company's common stock or 10,700,000
shares of common stock in the aggregate. The 2,500,000 B-1 Warrants were exercisable for a period of five years at an exercise price of $2.40 per share of common stock to be acquired upon
exercise. The 1,890,000 B-2 Warrants were exercisable for a period of five years at an exercise price of $4.80 per share of common stock to be acquired upon exercise. In the event of
liquidation, dissolution or winding up of the Company preferred stockholders were entitled to be paid prior to any preference of any other payment or distribution.

On
August 4, 2005, we entered into an Amendment to the Series B Preferred Stock Purchase Agreement, and received an additional $195,000 in cash, which modified the
Agreement as follows:



On
August 4, 2005, in conjunction with the above-referenced amended financing transaction, we issued restated the B-1 Warrants to acquire 2,621,495 shares of our
common stock at $2.40 per share, restated the B-2 Warrants to acquire 1,965,934 shares of our common stock at $4.80 per share, and issued warrants to acquire 4,000,000 shares of our common
stock at $1.20 per share, to a single accredited investor, in exchange for an additional $195,000 in cash.

On
October 14, 2005, the combined principal amount of $2,045,000 and accrued interest amount of approximately $285,000 outstanding under several promissory notes, with GCA Fund
and GCFG, were converted into 2,330 shares of the Company's Series A convertible preferred stock. Each share of Series A convertible preferred stock is convertible into 833.33 shares of
the Company's common stock or 1,941,659 shares of common stock in the aggregate. (see Note 9)

On
October 14, 2005, GCA Fund, a majority shareholder converted accrued preferred dividends of $302,847 into 303 shares of the Company's Series A convertible preferred
stock. Each share of Series A convertible preferred stock is convertible into 833.33 shares of the Company's common stock or 252,499. GCA Fund and the Company agreed to terminate the dividend
feature on the Series A convertible preferred stock as of the conversion date. (see Note 9)

Common Stock

On January 18, 2004, the Company and GCA Fund, a majority shareholder, agreed to convert the principal amount of a $225,000 promissory note and accrued
interest amount of approximately $55,000 outstanding into 110,000 shares of the Company's common stock at an exchange rate of $2.50 per common share. As a result of the conversion, the Company
recorded an expense of approximately $231,000 during the year ended December 31, 2004. The expense was recorded as a result of the difference between the $2.50 per share conversion price and
the closing bid price for the Company's common stock on the date of the conversion agreement.

During
the quarter ended March 31, 2004, the Company sold to qualified investors 85,500 security units. Each security unit consisted of two shares of the Company's common stock
and a warrant to

F-14

---



purchase
a share of the Company's common stock at the closing bid price for the Company's common stock on the subscription date. The Company received $5.00 for each unit subscribed. The Company
received subscriptions for 85,500 units, which represents $427,500 in proceeds to the Company, less consulting fees of approximately $21,000. Upon completion of these subscriptions, the Company issued
a total of 171,000 shares of its common stock and 85,500 warrants.

As
of March 31, 2004, an entity controlled by the president and chief executive officer of the Company had advanced the Company $315,000 on several unsecured promissory notes. The
notes were due and payable in 180 days, from their respective date of issuance, and accrued interest at 5%. On June 16, 2004, the Company and its president and chief executive officer
agreed to convert the principal amount of the $315,000 promissory note and accrued interest amount of approximately $8,700 into 92,500 shares of the Company's common stock representing an exchange
rate of $3.50 per common share, which was the market price of the stock. As a result of the conversion, the Company recorded an expense of approximately $259,000 during the quarter ended
June 30, 2004. The expense was recorded as a result of the difference between the $3.50 per share conversion price and the closing bid price for the Company's common stock on the date of the
conversion agreement.

During
the quarter ended June 30, 2004, the Company sold to qualified investors 81,429 security units. Each security unit consisted of one share of the Company's common stock and
a warrant to purchase a share of the Company's common stock at $7.50 per warrant for every two common shares purchased. The Company received $3.50 for each common share sold, which represents $285,000
in proceeds to the Company during the quarter ended June 30, 2004. Upon completion of these subscriptions the Company issued a total of 81,429 shares of its common stock and 40,714 warrants.

On
August 24, 2004, the Company issued 85,500 shares of common stock, restricted in accordance with Rule 14, to thirteen (13) existing accredited investors in a
private placement exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as consideration under anti-dilution provisions
of their securities purchase agreements.

During
the quarter ended September 30, 2004, the Company sold to qualified investors 78,586 security units. Each security unit consisted of one share of the Company's common stock
and a warrant to purchase a share of the Company's common stock at $7.50 per warrant for every twenty (20) common shares purchased. The Company received $3.50 for each common share sold, which
represents approximately $275,000 in proceeds to the Company during the quarter ended September 30, 2004. Upon completion of these subscriptions the Company issued a total of 78,586 shares of
its common stock and 39,293 warrants.

On
January 18, 2005, we issued a total of 25,000 shares of our common stock, restricted in accordance with Rule 144, to two unrelated consultants for services rendered
during the year ended December 31, 2004.

On
February 22, 2005, we issued a total of 25,000 shares of our common stock, restricted in accordance with Rule 144, to Calabria Advisors, LLC, an entity controlled by
Mr. Richard A. Parlontieri, our President, Chief Executive Officer, and a Director. Calabria Advisers, LLC provides us with consulting services.

On
March 10, 2005, we issued warrants to acquire up to 25,000 shares of our common stock, restricted in accordance with Rule 144, to two principals of GCA at an exercise
price of $2.50 per share.

On
April 11, 2005, we issued a total of 25,000 shares of our common stock, restricted in accordance with Rule 144, to Calabria Advisors, LLC, an entity controlled by
Mr. Richard A. Parlontieri, our President, Chief Executive Officer, and a Director. Calabria Advisers, LLC provides us with consulting services.

On
June 17, 2005, we issued a total of 12,500 shares of our common stock, restricted in accordance with Rule 144, to Calabria Advisors, LLC, an entity controlled by
Mr. Richard A.

F-15

---



Parlontieri,
our President, Chief Executive Officer, and a Director, in conversion of $25,000 in outstanding principal amount on one outstanding promissory note.

On
June 30, 2005, we issued warrants to acquire 285,000 shares of our common stock at $0.60 per share to a single accredited investor, as consideration for services rendered in
conjunction with the Preferred B Stock transaction.

On
July 25, 2005, we issued a total of 2,553 shares of our common stock, restricted in accordance with Rule 144, to two individuals for services rendered.

On
July 25, 2005, we issued a total of 18,298 shares of our common stock, restricted in accordance with Rule 144, to two individuals as additional consideration related to
the purchase of Mr. Sticker, Inc.

On
July 25, 2005, we issued a total of 70,940 shares of our common stock, restricted in accordance with Rule 144, to one shareholder upon the conversion of $140,000 in
outstanding principal amount and $1,879 in accrued but unpaid interest on one outstanding convertible promissory note.

On
July 25, 2005, we issued a total of 11,242 shares of our common stock, restricted in accordance with Rule 144, to Calabria Advisors, LLC, an entity controlled by
Mr. Richard A. Parlontieri, our President, Chief Executive Officer, and a Director, upon the conversion of outstanding principal amounts and accrued but unpaid interest of $26,418 in
outstanding convertible promissory notes. Calabria Advisers, LLC provides us with consulting services.

On
July 25, 2005, we issued a total of 13,889 shares of our common stock, restricted in accordance with Rule 144, to legal counsel for services rendered.

On
November 21, 2005, we issued a total of 25,000 shares of our common stock, restricted in accordance with Rule 144, to an individual who provides us with consulting
services.

On
August 29, 2005, we filed an amendment to our Articles of Incorporation that increased our authorized common stock from 100,000,000 shares to 250,000,000 shares, par value
$0.001 per share.

In
2005 and 2004, the Company issued 116,442 and 112,452 shares of its common stock, respectively, for general and administrative expenses, which consisted principally of legal and
consulting services. The Company recognized expense of $356,858 and $501,793 in 2005 and 2004, respectively (see note 8). The total number of shares reserved for options and warrant conversions
was 17,828,912 and 558,507 on December 31, 2005 and 2004, respectively.

Stock Option Plans



The Company's board of directors and stockholders approved a stock option plan, effective June 1, 2001, pursuant to which 100,000 shares of common stock
have been reserved for issuance under the plan.

On
October 2, 2003 the Company issued options to purchase up to 40,000 shares of common stock at an exercise price of $20.00 per share. No stock-based employee compensation cost
was recorded related to these options as the options granted had an exercise price greater than the market value of the underlying common stock on the date of grant.

On
December 19, 2003, the 40,000 options granted on October 2, 2003, were cancelled and immediately re-issued with an exercise price of $2.50 per share and an
expiration date of December 18, 2013. Of the 40,000 options, 10,000 vested immediately with the remaining options vesting in three equal increments on October 1, 2004, 2005 and 2006,
respectively. The 40,000 options granted on December 19, 2003 have been reclassified as variable stock options since they had an exercise price less than the market value of the underlying
common stock on the date of grant. The Company recorded $(14,758) and $14,589 in compensation expense, respectively, during 2005 and 2004.

F-16

---



On
January 5, 2004, the Company granted 5,500 stock options to three of its employees. All of the options carried an exercise price of $4.00, vested as of the date of the grant
and expire January 4, 2014. No stock-based employee compensation cost has been recorded in the accompanying consolidated statements of operations related to these options as the options granted
had an exercise price greater than the fair value of the underlying common stock on the date of grant.

On
April 20, 2004, the Company granted 7,500 stock options to two of its employees. All of the options carried an exercise price of $5.15, vested as of the date of the grant and
expire April 19, 2014. No stock-based employee compensation cost has been recorded in the accompanying consolidated statements of operations related to these options as the options granted had
an exercise price equal to the fair value of the underlying common stock on the date of grant.

On
November 17, 2004, the Company granted 12,675 stock options to five of its employees. All of the options carried an exercise price of $3.00, vested as of the date of the grant
and expire November 17, 2014. No stock-based employee compensation cost has been recorded in the accompanying consolidated statements of operations related to these options as the options
granted had an exercise price equal to the fair value of the underlying common stock on the date of grant.

On
March 10, 2005, the Company granted 26,500 stock options to eleven of its employees. All of the options carried an exercise price of $2.50, vested as of the date of the grant
and expire March 10, 2015. No stock-based employee compensation cost has been recorded in the accompanying consolidated statements of operations related to these options as the options granted
had an exercise price greater than the fair value of the underlying common stock on the date of grant.

On
June 30, 2005, the Company granted 2,500 stock options to one of its employees. The options carried an exercise price of $2.35, vested as of the date of the grant and expire
June 30, 2015. No stock-based employee compensation cost has been recorded in the accompanying consolidated statements of operations related to these options as the options granted had an
exercise price greater than the fair value of the underlying common stock on the date of grant.

On
August 26, 2005, the Company granted 2,500 stock options to one of its employees. The options carried an exercise price of $2.00, vested as of the date of the grant and expire
August 26, 2015. No stock-based employee compensation cost has been recorded in the accompanying consolidated statements of operations related to these options as the options granted had an
exercise price greater than the fair value of the underlying common stock on the date of grant.



The Company's board of directors and shareholders approved a stock option plan, effective December 15, 2005, pursuant to which 250,000 shares of common
stock have been reserved for issuance under the plan.

On
December 15, 2005, the Company granted 68,500 stock options to fifteen of its employees. The options carried an exercise price of $1.00, vested as of the date of the grant and
expire December 14, 2015. No stock-based employee compensation cost has been recorded in the accompanying consolidated statements of operations related to these options as the options granted
had an exercise price greater than the fair value of the underlying common stock on the date of grant.

On
December 21, 2005, the Company granted 170,000 stock options to five of its officers and directors. The options carried an exercise price of $1.00, vested as of the date of the
grant and expire December 20, 2015. No stock-based employee compensation cost has been recorded in the accompanying consolidated statements of operations related to these options as the options
granted had an exercise price greater than the fair value of the underlying common stock on the date of grant.

As
of December 31, 2005, options to purchase a total of 318,475 shares had been granted under these two plans and options to purchase 159,474 shares were exercisable. The
weighted-average

F-17

---



remaining
contractual life of both plans in years was 9.59 at December 31, 2005. There were 31,525 options reserved for issuance under these plans at December 31, 2005.

The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2005
and 2004:

2005

2004Risk free interest rate

3.00%

3.00%Expected life

3 years

3 yearsExpected volatility

45%

45%Expected dividend yield






The
following table sets forth the options granted under the Speedemissions Stock Option Plans as of December 31, 2005 and 2004:

|                                   |  | 2005    |   | 2004
|---------------------------------- |  | ------- | - | ----
|
|Outstanding at beginning of year   |  | 68,675  |   | $   
|Granted                            |  | 270,000 |   |     
|Cancelled                          |  | (20,200 | ) |     
|Outstanding at end of year         |  | 318,475 |   | $   
|                                   |  |         |   |     
|Options exercisable at end of year |  | 159,474 |   | $   
|                                   |  |         |   |     

The
following table summarizes information about stock options outstanding at December 31, 2005:

Options
Outstanding

Average
Weighted
Remaining Life

Exercise
Price

Options
Exercisable

Average
Weighted
Price43,000

7.97 years

$
2.50

43,000

$
2.504,500

8.02 years


4.00

4,500


4.002,500

8.31 years


5.20

2,500


5.202,675

8.88 years


3.00

2,675


3.0022,300

9.19 years


2.50

22,300


2.502,500

9.50 years


2.40

2,500


2.402,500

9.66 years


2.00

2,500


2.0068,500

9.96 years


1.00

22,833


1.00170,000

9.98 years


1.00

56,666


1.00318,475



$
1.40

159,474

$
1.40


Warrants

On February 22, 2005, we issued warrants to acquire up to 25,000 shares of our common stock, restricted in accordance with Rule 144, to Richard A.
Parlontieri, our President, Chief Executive Officer, and a Director. These warrants were issued as incentive compensation for his work for us and at an exercise price of $2.50 per share.

On
August 4, 2005, in connection with an amendment to the June 30, 2005 financing transaction, we issued restated warrants to acquire 2,621,495 shares of our common stock
at $2.40 per share, restated warrants to acquire 1,965,935 shares of our common stock at $4.80 per share, and warrants to

F-18

---



acquire
4,000,000 shares of our common stock at $1.20 per share, to a single accredited investor, in exchange for an additional $195,000 in cash.

On
August 11, 2005, we issued warrants to acquire 50,000 shares of our common stock at $2.00 per share to six individuals for services rendered in connection with the
June 30, 2005 financing transaction.

On
November 17, 2005, in conjunction with a settlement agreement, we issued warrants to acquire 4,000,000 shares of our common stock at $1.20 per share, to Barron Partners, LP, as
consideration under the Settlement Agreement, in settlement of the Dispute.

On
November 17, 2005, in conjunction with a settlement agreement, we issued warrants to acquire 2,400,000 shares of our common stock at $1.20 per share, to Global Capital Funding
Group, LP as consideration under the Settlement Agreement, in settlement of the Dispute.

On
November 17, 2005, in conjunction with the above-referenced Settlement Agreement, we issued warrants to acquire 1,600,000 shares of our common stock at $1.20 per share, to GCA
Fund, as consideration under the Settlement Agreement, in settlement of the Dispute.

Additional Warrants

On February 18, 2004, in accordance with authorization by the Board of Directors on January 21, 2004, the Company issued 90,000 warrants to purchase
shares of the Company's common stock to its president. Each warrant entitles the president to purchase one share of common stock. The exercise price for 45,000 of the warrants is $7.50, with the
remaining 45,000 having an exercise price of $10.50. Each of the two separately priced warrant issues expire on February 17, 2009 and each vested 15,000 warrants immediately and the remaining
30,000 warrants vested in two equal parts of 15,000 warrants on January 1, 2005 and January 1, 2006. The Company did not assign a value to the warrants upon issuance as the value was
deemed immaterial.

The
following table summarizes information about stock warrants outstanding at December 31, 2005:

Warrants Outstanding

Warrants ExercisableWarrants
Outstanding

Weighted Average
Remaining Life

Exercise
Price

Warrants
Exercisable

Exercise
Price2,500

2.46 years

$
0.10

2,500

$
0.108,000,000

4.88 years

$
1.20

8,000,000

$
1.20285,000

4.50 years

$
0.60

285,000

$
0.608,847,430

4.50 years

$
1.20

8,847,430

$
1.2050,000

2.61 years

$
2.00

50,000

$
2.0060,000

3.95 years

$
2.50

60,000

$
2.5010,000

4.07 years

$
3.60

10,000

$
3.60210,507

2.45 years

$
7.50

210,507

$
7.5045,000

3.14 years

$
10.50

45,000

$
10.5017,510,437






17,510,437


Note 8: Consulting Agreements

In connection with the acquisition of Speedemissions by SKTF, Speedemissions entered into a consulting agreement with V2R. Effective January 1, 2004, the
consulting agreement was cancelled and replaced, by mutual agreement of the Company and V2R, with a new agreement. The new agreement continued for 30 months at a consulting fee of $8,334 per
month. The new agreement granted V2R warrants to purchase 10,000 shares of the Company's common stock at $2.50 per share. The warrants vested in two increments of 5,000 warrants on January 1,
2005 and 2006, respectively. Additionally, V2R can earn success fees calculated using the Lehman Formula, as defined, for merger and acquisition and strategic alliance or partnership agreements
arranged by the entity. During the years

F-19

---



ended
December 31, 2005 and 2004, the Company paid a total of approximately $32,500 and $40,100, respectively, under the consulting agreement. Effective June 30, 2005, the agreement was
amended to terminate the monthly retainer fees and extend the expiration of the agreement to July 1, 2007, by mutual consent of V2R and the Company. The balance of unpaid retainer fees to V2R
was $88,691 as of December 31, 2005.

Effective
December 1, 2003, the Company entered into an agreement with a public relations firm to issue stock in exchange for consulting services to be rendered by the public
relations firm during the period from December 1, 2003 to May 31, 2004. During 2004, the Company recognized $218,000 in general and administrative expenses related to this agreement,
based on the market value of the stock during the service period. On January 7, 2004, March 9, 2004, and May 7, 2004, the Company issued a total of 45,000 shares of its common
stock under the terms of its consulting agreement with a public relations firm.

Effective
January 1, 2004, the Company entered into an agreement with a financial consulting firm to issue stock in exchange for consulting services to be rendered by the
financial consulting firm during the period from January 1, 2004 to June 30, 2004. The Company issued, on May 24 and August 24, 2004,
a total of 18,000 shares of its common stock, under the terms of this agreement (see Note 8). During the years ended December 31, 2005 and December 31, 2004, the Company
recognized $0 and $93,400 in general and administrative expenses related to this agreement, based on the market value of the stock during the service period.

On
October 8, 2004, the Company issued a total of 9,000 shares of its common stock, to a financial consulting firm in exchange for consulting services rendered. During the years
ended December 31, 2005 and December 31, 2004, the Company recognized $0 and $37,800 in general and administrative expenses related to these services, based on the market value of the
stock during the service period.

F-20

---



Effective November 5, 2004, the Company entered into an agreement with an equity research services firm to issue stock in exchange for consulting services to be rendered by the
equity research services firm. The Company issued, on November 5, 2004, a total of 31,250 shares of its common stock, under the terms of this agreement (see Note 8). During the years
ended December 31, 2005 and December 31, 2004, the Company recognized approximately $0 and $12,000, respectively in general and administrative expenses related to this agreement, based
on the market value of the stock during the service period.

On
January 18, 2005, we issued a total of 25,000 shares of our common stock, restricted in accordance with Rule 144, to two consultants for services rendered during the
year ended December 31, 2004. The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholders were sophisticated purchasers.

On
February 22, 2005, we issued a total of 25,000 shares of our common stock, restricted in accordance with Rule 144, to Calabria Advisors, LLC, an entity controlled by
Mr. Richard A. Parlontieri, our President, Chief Executive Officer, and a Director. Calabria Advisers, LLC provides us with consulting services. The issuances were exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and the shareholder is a sophisticated investor and familiar with our operations. During the years ended December 31, 2005, the
Company recognized $75,000 in general and administrative expenses related to this agreement, based on the market value of the stock during the service period.

On
June 17, 2005, we issued a total of 25,000 shares of our common stock, restricted in accordance with Rule 144, to Calabria Advisors, LLC, an entity controlled by
Mr. Richard A. Parlontieri, our President, Chief Executive Officer, and a Director. Calabria Advisers, LLC provides us with consulting services. The issuances were exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and the shareholder is a sophisticated investor and familiar with our operations. During the year ended December 31, 2005, the
Company recognized $58,750 in general and administrative expenses related to this agreement, based on the market value of the stock during the service period.

On
July 25, 2005, we issued a total of 13,889 shares of our common stock, restricted in accordance with Rule 144, to Calabria Advisors, LLC, an entity controlled by
Mr. Richard A. Parlontieri, our President, Chief Executive Officer, and a Director. Calabria Advisers, LLC provides us with consulting services. The issuances were exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and the shareholder is a sophisticated investor and familiar with our operations. During the year ended December 31, 2005, the
Company recognized $26,305 in general and administrative expenses related to this agreement, based on the market value of the stock during the service period.

Note 9: Related Party Transactions

The Company had a $300,000 promissory note payable to the GCA Fund, a majority shareholder, which had an original maturity date of August 2, 2003, which
was extended to October 24, 2005. Effective on October 14, 2005, in connection with the settlement discussed below, we converted the $300,000 note, plus accrued interest, into 126 shares
of our Series A Convertible Preferred Stock.

In
connection with the June 16, 2003, acquisition of Speedemissions, the Company agreed to pay an acquisition fee of $225,000 to V2R, Inc. an entity controlled by Bahram
Yusefzadeh who subsequent to June 16, 2003 became one of the Company's directors. Of this amount, $100,000 was paid in cash at the closing of the acquisition, with the balance due pursuant to
the terms of a promissory note (see Note 4). Additionally, Speedemissions agreed to issue a warrant to V2R to purchase 2,500 shares of Speedemissions common stock at an exercise price of $.10
per share and entered into a consulting agreement with V2R that, among other things, provides for a monthly consulting fee and provides for a transaction fee generally equal to 5% of the gross
transaction amount of an equity transaction, as

F-21

---



defined
in the agreement. During the twelve months ended December 31, 2005 and 2004, the Company paid a total of approximately $32,500 and $40,100, respectively, under the consulting agreement.
Effective June 30, 2005, the agreement was amended to terminate the monthly retainer fees and extend the expiration of the agreement to July 1, 2007, by mutual consent of V2R and the
Company.

An
entity controlled by the president and chief executive officer of the Company had advanced the Company $25,600 as of December 31, 2004, on several unsecured promissory notes.
Principal and interest on the notes were due and payable in 180 days, from their respective date of issuance, and carried interest at 5%. On June 25, 2005, we converted all of the notes,
plus accrued interest, into 11,242 shares of our common stock.

On
January 21, 2004, the Company completed a private placement of 2,500 shares of its Series A Convertible Preferred Stock (the Preferred Stock) and 250,000 common stock
purchase warrants (the Warrants) to GCA Fund, an existing affiliate shareholder of the Company, in exchange for gross proceeds to the Company of $2,500,000. Net proceeds to the Company after the
payment of an advisors fee and offering expenses was $2,234,000. The Preferred Stock accrued a dividend of 7% per annum, and each share of Preferred Stock is convertible into 833.33 shares of the
Company's common stock, or 250,000 shares of common stock in the aggregate. The Warrants are exercisable for a period of five years at an exercise price of $1.20 per share of common stock to be
acquired upon exercise. In the event of a liquidation, dissolution or winding up of the Company preferred stockholders are entitled to be paid prior to any preference of any other payment or
distribution.

On
January 30, 2004, the Company completed the acquisition of all of the assets of the businesses known and operated as $20 Emission (the "$20 Emissions Acquired Assets"). The $20
Emissions Acquired Assets constitute all of the business assets of seven emissions testing stations in the Atlanta, Georgia area, which the Company intends to continue to operate under the
Speedemissions name. In exchange for the $20 Emissions Acquired Assets, the Company paid the purchase price of $1,000,000 in cash (the "Cash Purchase Amount") and issued an aggregate of 95,632 shares
of the Company common stock (the Stock Purchase Shares) and, together with the Cash Purchase Amount, (the "$20 Purchase Price") to the sellers, Twenty Dollar Emission, Inc. and Kenneth Cameron
(each a Seller and collectively the "Sellers"), and the Sellers' designee. The Cash Purchase Amount and 62,299 of the Stock Purchase Shares were paid to the Sellers' lender, Global Capital Funding
Group, LP, who is an affiliate of the Company, and Kenneth Cameron who is a former employee of the Company, whose services were retained by the Company after the purchase of $20 Emission. The Cash
Purchase Amount was paid by the Company using funds raised in its 2,500,000 private placement of its Series A Convertible Preferred Stock.

On
January 26, 2005, we executed a promissory note in favor of GCA Fund, a majority shareholder, in the principal amount of $350,000, and on that date we received funds in the
same amount. Under the terms of the note, we were obligated to repay the entire principal amount, plus interest at the rate of 8% per year, on April 26, 2005. Effective on October 14,
2005, in connection with the Settlement Agreement, we converted the outstanding balance plus accrued interest into 369 shares of our Series A Convertible Preferred Stock. In connection with the
transaction, we issued to GCA Fund warrants to acquire 10,000 shares of our common stock, exercisable for a period of five years at $3.57 per share, which exercise price has been adjusted to $1.20 as
part of the Settlement Agreement. We also issued to Global Capital Advisors, LLC, the investment advisory to GCA Fund, warrants to acquire 10,000 shares of our common stock, exercisable for a period
of five years at $3.57 per share.

On
February 22, 2005, and again on April 11, 2005, we issued 25,000 shares of our common stock to Calabria Advisors, LLC, an entity controlled by Mr. Parlontieri,
for services rendered.

On
June 17, 2005, we issued a total of 12,500 shares of our common stock, restricted in accordance with Rule 144, to Calabria Advisors, LLC, an entity controlled by
Mr. Richard A.

F-22

---



Parlontieri,
Chief Executive Officer, in conversion of $25,000 in outstanding principal amount on one outstanding promissory note.

On
July 25, 2005, we issued a total of 13,889 shares of our common stock to Calabria Advisors, LLC, an entity controlled by Mr. Parlontieri, Chief Executive Officer, for
services rendered.

On
February 22, 2005, the Compensation Committee of our Board of Directors issued to Mr. Parlontieri warrants to acquire 25,000 shares of our common stock at $2.50 per
share, the fair market value of our common stock based on the closing bid price on the date of grant.

On
June 29, 2005 and August 26, 2005, we issued options to acquire 2,500 shares of our common stock under our 2001 Stock Option Plan to Erik Sander and Ernest A. Childs,
respectively, our directors. The options vested immediately and are exercisable at $2.00 per share for a period of ten years.

For
the year ended December 31, 2005 and 2004, the Company incurred legal expenses totaling $201,806 and $183,777 for legal services provided by a minority shareholder. The
Company owed $107,257 and $52,490 as of December 31, 2005 and 2004 to this minority shareholder.

Settlement Agreement

On August 23, 2005, GCA Strategic Investment Fund Limited ("GCA"), the holder of all 2,500 shares of our Series A Convertible Preferred Stock then
issued and outstanding, notified the Company that as a result of the Barron Agreement and pursuant to Section 9 of the Certificate of Designation of Series A Convertible Preferred Stock,
the conversion ratio of the Series B Convertible Preferred Stock was automatically incorporated into the rights of the Series A Convertible Preferred Stock (referred to herein as the
"Dispute"). The Company resolved this Dispute by entering into a Settlement Agreement with GCA, Barron, and Global Capital Funding Group, LP ("GCFG" and collectively with GCA and Barron referred to
herein as the "Investors") with all parties agreeing to the following terms:



F-23

---





In
connection with the Settlement Agreement, the Company also amended certain Common Stock Purchase Warrants held by the Investors effective October 14, 2005:



As
part of the Settlement Agreement, the Company entered into an Exchange Agreement with GCFG dated effective as of October 14, 2005 exchanging the GCFG Stock and the GCFG Warrant
for the GCFG Note.

In
conjunction with the GCFG Exchange Agreement, the Company granted to GCFG registration rights with respect to the resale of the shares of common stock underlying the warrants and
preferred stock issued to GCFG. Pursuant to the Registration Rights Agreement with GCFG dated October 14, 2005, the Company agreed to prepare and file a registration statement for the
resale of the shares of common stock underlying the GCFG Stock and GCFG Warrant and to its best efforts to cause the registration statement to be declared effective.

As
part of the Settlement Agreement, the Company entered into an Exchange Agreement with GCA dated effective as of October 14, 2005 exchanging the GCA Stock and the GCA Warrant
for the following debt and rights held by GCA: (i) the $300,000 Note; (ii) the $110,000 Note; (iii) the $350,000 Note and (iv) $302,847 in cumulative dividends due and
owing under the then existing 2,500 shares of the Series A Convertible Preferred Stock.

In
conjunction with the GCA Exchange Agreement, the Company granted to GCA registration rights with respect to the resale of the shares of common stock underlying the warrants and
preferred stock issued to GCA. Pursuant to a Registration Rights Agreement with GCA dated October 14, 2005, the Company agreed to prepare and file a registration statement for the resale
of the shares of common stock underlying the GCA Stock and GCA Warrant and to use our best efforts to cause the registration statement to be declared effective.

Note 10: Business Acquisitions

Just, Inc.

Effective August 30, 2005, the Company purchased, for $2,500,000, 100% of the outstanding stock of Just, Inc., a Utah corporation. The Company paid
Just Inc.'s shareholders $2,200,000 on September 8, 2005, and agreed to pay its shareholders $100,000 and 71,429 shares of our common stock valued at $200,000 by September 7,
2006. The assets purchased included the business assets of eight emissions testing and safety inspection stations in the Salt Lake City, Utah area, which the Company intends to continue to operate
under the Just, Inc. name. The Company made the acquisition to enter the Salt Lake City, Utah market as part of the Company's ongoing acquisition strategy.

F-24

---



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 and liabilities assumed.

The
purchase price allocation was as follows:

Assets acquiredCurrent assets

$
21,487Property and equipment


232,000Goodwill


2,371,050$
2,624,537Purchase priceCash

$
2,300,000Liabilities assumed


124,537Common stock


200,000$
2,624,537


Subsequent
to the acquisition, goodwill was reduced by approximately $22,000 due to post closing adjustments.

Mr. Sticker, Inc.

Effective June 30, 2005, the Company purchased, for $3,100,000 in cash and common stock valued at $43,000, 100% of the outstanding stock of
Mr. Sticker, Inc. ("Mr. Sticker"), a Texas corporation. The assets purchased included the business assets of six emissions testing and safety inspection stations, which the
Company intends to continue to operate under the Mr. Sticker name. The Company made the acquisition to increase its market share in the Houston, Texas area and reduce average overhead costs per
station by acquiring locations, which could be controlled by a local management team, using existing resources.

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 and liabilities assumed.

The
purchase price allocation was as follows:

Assets acquiredCurrent assets

$
39,515Property and equipment


292,500Other assets


11,675Goodwill


2,848,915$
3,192,605Purchase priceCash

$
3,100,000Liabilities assumed


49,605Common stock


43,000$
3,192,605


Subsequent
to the acquisition, goodwill was reduced by approximately $15,000 due to post closing adjustments.

F-25

---



2004 Acquisitions

During the year ended December 31, 2004, the Company acquired State Inspections of Texas, Inc. ("SIT"), Holbrook Texaco, Inc. and NRH
Enterprises, Inc. ("Holbrook"), Twenty Dollar Emission, Inc. ("$20 Emissions") and BB&S Emissions, LLC ("BB&S") collectively known as the ("2004 Acquisitions").

SIT

On December 30, 2004, the Company completed the acquisition of substantially all of the assets of SIT. The SIT assets constitute all of the business assets
of six operating emission testing stations in the Houston, Texas area, which the Company intends to continue to operate under the State Inspections of Texas name. The Company made the acquisition to
increase its market share in the Houston, Texas, 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.

The
purchase price of $1,285,000 was paid in the form of a promissory note to SIT. SIT is an unrelated party to the Company and its affiliates.

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:

Assets acquiredProperty and equipment

$
196,550Goodwill


1,088,450$
1,285,000Purchase pricePromissory note

$
1,285,000


Holbrook

Effective January 21, 2004, the Company purchased, for $1,250,000 in cash, substantially all the assets of Holbrook. The assets purchased included the
business assets of five emissions testing stations, which the Company intends to continue to operate under the Speedemissions name. 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.

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.

F-26

---



The
purchase price allocation was as follows:

Assets acquiredCurrent assets

$
29,824Property and equipment


167,012Goodwill


1,053,164$
1,250,000Purchase priceCash

$
1,250,000


$20 Emissions

Effective January 30, 2004, the Company purchased, for approximately $1,574,000 in cash and stock,, substantially all the assets and assumed specified
liabilities of $20 Emissions. The Cash Purchase Amount and 622,985 of the Stock Purchase Shares were paid to the sellers' lender, Global Capital Funding Group, LP, who is an affiliate of the Company
and Kenneth Cameron who is a former employee of the Company, whose services were retained by the Company after the purchase of $20 Emissions. The assets purchased included the business assets of seven
emissions testing stations. 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.

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

The
purchase price allocation was as follows:

Assets acquired and expense incurredCurrent assets

$
42,469Property and equipment


335,596Other assets


10,530Goodwill


767,760Acquisition expenses


559,514$
1,715,869Purchase priceCash

$
1,001,000Common Stock


573,790Capital lease obligation


124,166Accrued expenses


16,913$
1,715,869


BB&S

On June 16, 2004, the Company completed the acquisition of all of the assets of the business known and operated as BB&S. The Company paid the purchase
price of $125,015 in cash and assumed $4,716 in a capitalized lease obligation. The BB&S constitute all of the business assets of an emissions testing station in the Atlanta, Georgia area.

F-27

---



As
a result of the acquisitions mentioned above, plus the opening of two new stations and the closing of an existing station, the Company increased its number of emissions testing
stations from five, as of December 31, 2003, to twenty-five (25) emissions testing stations plus seven (7) mobile units, as of December 31, 2004.

The
following pro-forma condensed statements of operations has been prepared as if the acquisitions of Mr. Sticker, Just, Inc. and the 2004 Acquisitions were
consummated as of the beginning of the period presented herein. The pro-forma results of operations are not necessarily indicative of the results that would have been achieved had the
acquisition occurred at the beginning of the period, nor is it necessarily indicative of the results of operations that may occur in the future:

|                                               |  | Speedemissions and 2004
Acquisitions
2005 |            | Mr. Sticker
2005 |   | Just Inc.
2005 |  | Combined
2005 |          
|---------------------------------------------- |  | ----------------------------------------- | ---------- | ---------------- | - | -------------- |  | ------------- | ---------
|
|Revenue                                        |  | $                                         | 4,859,199  |                  | $ | 2,681,728      |  | $             | 2,565,438
|Net income (loss)                              |  | $                                         | (4,260,847 | )                | $ | 996,126        |  | $             | 629,391  
|Net income (loss) per share, basic and diluted |  | $                                         | (1.65      | )                | $ | 0.39           |  | $             | 0.24     
|Weighted average common shares outstanding     |  |                                           | 2,575,407  |                  |   | 2,575,407      |  |               | 2,575,407

|Pro Forma                                      |  | Speedemissions
2004 |            | 2004 Acquisitions
2004 |   | Mr. Sticker
2004 |  | Just Inc.
2004 |           | Combined
2004 |  
|---------------------------------------------- |  | ------------------- | ---------- | ---------------------- | - | ---------------- |  | -------------- | --------- | ------------- | -
|
|Revenue                                        |  | $                   | 2,867,921  |                        | $ | 1,707,678        |  | $              | 2,797,887 |               | $
|Net income (loss)                              |  | $                   | (3,137,948 | )                      |   | 599,313          |  | $              | 811,682   |               | $
|Net income (loss) per share, basic and diluted |  | $                   | (1.43      | )                      | $ | 0.27             |  | $              | 0.37      |               | $
|Weighted average common shares outstanding     |  |                     | 2,189,364  |                        |   | 2,189,364        |  |                | 2,189,364 |               |  

Note 11: Risk and Uncertainties

Regulatory Impact

The current and future demand for the Company's services is substantially dependent upon federal, state, local, and foreign 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 and results of
operations.

Arrangement with Shareholders

The Company is required to maintain a majority of independent directors on the Board of Directors or a majority of independent directors on both the audit
committee and compensation committee. In addition, the Company must maintain the effectiveness of a resale registration statement for shares held by a shareholder. Failure to do so could result in
liquidated damages equal to 24% of the purchase price of the Series B Preferred Stock and Stock Warrants.

If
a shareholder other than GCA Fund and its affiliate acquires a beneficial ownership of greater than 331/3% or more of outstanding common stock of the Company without
prior approval of GCA Fund, the Company might be required to redeem the Series A Preferred Stock.

F-28

---



Contingencies

The Company may be involved in various proceedings and litigation arising in the ordinary course of business. While any proceeding or litigation has an element of
uncertainty, the Company believes that the outcome of any lawsuit or claim that may be pending or threatened, or all of them combined, will not have a material adverse effect on its consolidated
financial position or results or operations.

Note 12: Subsequent Events

On January 20, 2006, the Company effected a 1 for 10 reverse stock split of its common stock. All references in the accompanying financial statements and
notes to the financial statements to the number of shares of common stock and loss per share have been retroactively restated to reflect these transactions. As a result of the reverse stock split, the
Company's ticker symbol changed from "SPEM" to "SPMI" on the OTC Bulletin Board.

On
February 23, 2006, Barron Partners LP, holder of 2,500,000 shares of Series B Convertible Preferred Stock converted 18,519 shares of the Series B Convertible
Preferred Stock into 140,000 shares of common stock.

Note 13: Significant Fourth Quarter Adjustments

The Company determined that an error was made in connection with the recording of an equity transaction relating to a beneficial conversion feature during the
quarter ending June 30, 2005. During that quarter the Company recorded a charge to accumulated deficit of $4,577,632 associated with the 2,500,000 shares of Series B convertible
preferred stock issued. The correction of the error decreases the net loss attributable to common shareholders for the three month period ended June 30, 2005 from $5,086,929 to $562,651 and
decreases the net loss per share from $2.03 to $0.22 per share for that same
period. The effect on the fourth quarter is the reduction of the Company's accumulated deficit by $4,577,632.

******

F-29

---



Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

On January 28, 2005, Bennett Thrasher PC, the independent accountants previously engaged as the principal accountants to audit our financial statements,
resigned as our auditors because they have decided to no longer provide audit services to entities registered with the Securities and Exchange Commission.

Effective
on February 2, 2005, we engaged Tauber & Balser, P.C., as our independent certified public accountants. The decision to change accountants was approved by our
Board of Directors.

During
the two most recent fiscal years, or any subsequent interim period prior to engaging Tauber & Balser, P.C., neither we nor anyone acting on our behalf consulted with
Tauber & Balser, P.C. regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or (ii) the type of audit opinion that might be
rendered on our financial statements where either written or oral advice was provided that was an important factor considered by us in reaching a decision as to the accounting, auditing, or financial
reporting issue, or (iii) any matter that was the subject of a disagreement with our former accountant on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreements in
connection with its audit report.

Item 8A. Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out 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 our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective as of December 31, 2005.

The
design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Item 8B. Other Information

We entered into a Settlement Agreement with Strausbourger Pearson Tulein Wolf, Incorporated ("SPTW") on August 9, 2005 resolving the disagreement over
whether certain fees, compensation, reimbursement amounts were due and payable under an agreement concerning a proposed private placement of our securities with potential investors. In full settlement
of the dispute, we delivered to SPTW $125,000 and warrants to the principals of SPTW to purchase 50,000 shares of common stock at the exercise price of $2.00 for a period of three years. We have the
right to force the conversion of the warrants if our common stock trades at a price above $4.00 per share for a ten-day period.

29

---



Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Directors and Executive Officers

The following table sets forth information about our executive officers and directors. The Board of Directors elects executive officers for one-year
terms. The directors serve one-year terms until their successors are elected.

|Name                   |  | Age |  | Position(s)                              
|---------------------- |  | --- |  | -----------------------------------------
|Richard A. Parlontieri |  | 60  |  | Director, President, and Secretary (2003)
|Bahram Yusefzadeh      |  | 60  |  | Director (2003)                          
|Bradley A. Thompson    |  | 41  |  | Director (2003)                          
|Larry C. Cobb          |  | 55  |  | Chief Financial Officer (2005)           
|Erik Sander            |  | 44  |  | Director (2005)                          
|Ernest A. Childs, PhD. |  | 58  |  | Director (2005)                          

Richard A. Parlontierihas served on our Board of Directors and as our President since June 2003. He served as the President and
CEO of our wholly owned subsidiary since January 2001. From 1998 to December 2000, he was the Chief Executive Officer of ebank.com, Inc., a publicly held bank holding company
headquartered in Atlanta. ebank, which began as a traditional bank designed to deliver banking services in a non-traditional way, was an internet bank that provided banking services
focusing on small business owners.

Prior
to starting ebank, Mr. Parlontieri was President/CEO of Habersham Resource Management, Inc., a consulting firm with over 16 years experience in the financial
services, mortgage banking, real estate, home health care and capital goods industries. While at Habersham, Mr. Parlontieri co-founded and organized banks (including Fayette County
Bank which was sold to Regions Financial Corporation) and completed strategic acquisitions or divestitures for banks, mortgage companies and real estate projects.

Mr. Parlontieri
currently serves on the Georgia Emissions Industry Advisory Board as Secretary. He also is a member of the Georgia Emissions Testing Association.

Bahram Yusefzadehwas elected to our Board of Directors at our annual shareholders meeting in August 2003. Mr. Yusefzadeh is
the founder and current Managing Director of V2R, LLC, a consulting firm. Mr. Yusefzadeh also serves as Chairman of the Board of Trustees for the International Center for Automated Information
Research, a capital fund sponsored by the University of Florida College of Law and the Warrington Graduate School of Business that invests in early stage technology companies focused on enhancing the
law and accounting professions.

From
1993 to 2001, Mr. Yusefzadeh served as the Chairman and Chief Executive Officer of Phoenix International Ltd., Inc., a provider of integrated, client/server
application software and related services for the financial services industry. Phoenix was acquired by London Bridge Software Holdings plc in 2001.

Mr. Yusefzadeh
has also served on numerous boards. From 1997 to 2001, he served on the board of Towne Services, Inc. (now merged with Private Business, Inc.), a
provider of a merchant sales and payment transaction processing system. He also chaired Towne Services' audit committee and was a member of the compensation committee.

From
1986 to 1992, he served in various capacities at The Kirchman Corporation. First he served as President of the product and marketing strategies division, where he was instrumental
in bringing

30

---



innovative
bank automation products to market. He later served as President of both the independent banking group, which focused on delivering products in-house, and the outsourcing
division, which focused on data center operations.

In
1969, Mr. Yusefzadeh co-founded Nu-Comp Systems, Inc., a banking software company, where he developed the Liberty Banking System. He served as
Nu-Comp's Chief Executive Officer and President through Broadway & Seymour, Inc.'s acquisition of the company in June 1986 and remained with Broadway & Seymour
as the Chairman of the Board through November 1986.

Bradley A. Thompson, CFAwas elected to our Board of Directors at our annual shareholders meeting in August 2003. Since 1999,
Mr. Thompson has served as the Chief Investment Officer and Chief Financial Analyst for Global Capital Advisors, LLC, an affiliate of GCA Strategic Investment Fund, Limited. Mr. Thompson
is also the Chief Operating Officer and Secretary for Global Capital
Management Services, Inc., the Corporate General Partner and Managing Partner of Global Capital Funding Group, LP, a licensed SBIC.

From
1992 until joining GCA in 1998, Mr. Thompson was self-employed, managing his own small business enterprises. Mr. Thompson was the President and sole owner
of Time Plus, an automated payroll accounting services firm for small to mid sized companies. Mr. Thompson was also 50% owner and Vice President, Chief Financial Officer of AAPG, Inc., a
specialty retail sporting goods firm. Mr. Thompson has since sold his interest in AAPG, Inc.

Mr. Thompson
serves as a Director on the Board of GCA Strategic Investment Fund, and he is a former Director of Axtive Inc., a publicly traded technology consulting firm
that acquires and operates various technology product and service companies, and a former Director and Secretary on the Board of Directors of AdMark Systems, LLC., a privately held marketing firm.

Larry C. Cobbwas engaged as our Chief Financial Officer on April 15, 2005. Mr. Cobb is the principal of
CFO-ON-CALL of Georgia, Inc. and has held this position since 1994. Through CFO-ON-CALL of Georgia, Inc., Mr. Cobb uses his
expertise in accounting to consult with companies regarding their internal accounting processes and preparation of financial statements and to assist the companies with a variety of transactions,
including reorganizations, sale of the business, mergers and acquisitions, and Securities Act of 1933 and Securities Exchange Act of 1934 compliance. Mr. Cobb has consulted and worked with
numerous private and public companies, including industries ranging from automotive services, hardware and construction, healthcare advertising, and electronics manufacturing. Mr. Cobb received
a Bachelor of Science in Accounting from Mississippi State University, and a Master of Professional Accountancy from Georgia State University.

Erik Sanderjoined our Board of Directors effective on May 26, 2005. Mr. Sander is currently the Managing Director of V2R,
LLC, a position he has held since July 2005 and a director of ICU DataSystems, Inc., which developed iCuro, a unique, cost effective solution that provides Intensive Care
Units with the premier, user friendly, automated, bedside electronic patient information system. He also serves as the Director of Industry Programs at the University of Florida College of
Engineering, a position he has held since 2000, and he is a member of the faculty and a frequent lecturer there as well as at the College of Business. Since 1997, he has provided consulting services
in the areas of university/government/industry collaborations, technology transfer, and business start-up and growth for a wide variety of industrial, academic and federal government
clients. Finally, Mr. Sander is currently a technical advisor and one of the co-founders of Diversified Mobility, Inc., a designer and marketer of mobilized powerlift
platforms. His past positions include Associate Director for Industrial Collaboration and Technology Transfer at the University of Florida Engineering Research Center and Director of Business
Development and Principal at Cenetec Ventures, LLC. Mr. Sander received a Bachelor of Science in Mechanical Engineering from the University of Florida and a Master of Science in Management of
Technology from the University of Alabama in Huntsville.

31

---



Ernest A. Childs, PhD.joined our Board of Directors at our annual shareholders meeting in August 2005. Mr. Childs is
currently the Chief Executive Officer of ArcheaSolutions, Inc., a position he has held since 2000. ArcheaSolutions is a privately held environmental company that specializes in solutions for
wastewater processing problems. Prior to joining ArcheaSolutions, Dr. Childs was the Chief Executive Officer of Benesys, Inc. and Equity Development, Inc. Benesys was a benefit
consulting company for companies in the health care industry and Equity Development was a consulting company that specialized in assisting people injured in major work and traffic accidents.
Dr. Childs received his Bachelor of Science from the University of Tennessee in 1968, his Masters of Science from the University of Tennessee in 1969, and his Doctorate from the University of
Georgia in 1971.

Board Committees



The Board of Directors has an Audit Committee comprised of Bradley A. Thompson, Bahram Yusefzadeh, and Erik Sander. Mr. Thompson and Mr. Yusefzadeh
are considered audit committee financial experts as defined in Item 401(e)(2) of Regulation S-B. Mr. Yusefzadeh can be
considered independent under NASDAQ Rule 4200(a)(15). Mr. Thompson cannot be considered independent under NASDAQ Rule 4200(a)(15).

The
Audit Committee held four meetings in 2005. The Audit Committee assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of our
financial reporting process, including the system of internal controls.



The Board of Directors also has a Compensation Committee, which reviews and recommends the compensation arrangements for our management. The members of the
Compensation Committee are Bradley A. Thompson, Bahram Yusefzadeh, and Erik Sander. The Compensation Committee met four times in 2005.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of a
registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

During
2005, to our knowledge, the following delinquencies occurred:

|Name                               |  | No. of
Late Reports |  | No. of
Transactions
Reported Late |  | No. of
Failures
to File
|---------------------------------- |  | ------------------- |  | --------------------------------- |  | -----------------------
|Richard A. Parlontieri             |  | 4                   |  | 8                                 |  | 0                      
|Bahram Yusefzadeh                  |  | 1                   |  | 1                                 |  | 0                      
|Bradley A. Thompson                |  | 1                   |  | 1                                 |  | 0                      
|William Klenk                      |  | 2                   |  | 2                                 |  | 0                      
|Global Capital Funding Group LP    |  | 1                   |  | 2                                 |  | 0                      
|GCA Strategic Investment Fund Ltd. |  | 2                   |  | 7                                 |  | 0                      

32

---



Code of Ethics

We expect all of our employees to conduct themselves honestly and ethically, particularly in handling actual and apparent conflicts of interest and providing
full, accurate, and timely disclosure to the public. Although we have not adopted a formal code of ethics that applies to our senior executive officers, we are considering in 2006 developing a code
which we expect would be approved by our Board of Directors.

Item 10. Executive Compensation

The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended December 31, 2005,
2004, and 2003. In addition, the table shows compensation for our current executive officers. Other than as set forth herein, no executive officer's salary and bonus exceeded $100,000 in any of the
applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or
deferred.

|                                           |  |                |  | Annual Compensation     |  | Long Term Compensation
|------------------------------------------ |  | -------------- |  | ----------------------- |  | ----------------------
|
|
|Richard A. Parlontieri
Chairman, President |  | 2005
2004
2003 |  | 180,000
180,000
180,000 |  | -0-
-0-
-0-           
|Larry C. Cobb CFO(1)                       |  | 2005           |  | -0-                     |  | -0-                   

---

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)

|Name                   |  | Number of Securities
Underlying
Options/SARs Granted
(#) |  | Percent of Total Options/SARs Granted to Employees In Fiscal Year |    | Exercise or
Base Price
($/Sh) |  | Expiration
Date 
|---------------------- |  | -------------------------------------------------------- |  | ----------------------------------------------------------------- | -- | ----------------------------- |  | ----------------
|Richard A. Parlontieri |  | 3,000
150,000                                            |  | 1.1
55.6                                                          | %% | 2.50
1.00                     |  | 3/10/15
12/20/15
|Larry C. Cobb          |  | 0                                                        |  | 0                                                                 |    | 0                             |  | 0               

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

|Name                   |  | Shares Acquired On
Exercise
(#) |  | Value
Realized
($) |  | Number of Unexercised
Securities Underlying
Options/SARs at FY-End
(#)
Exercisable/Unexercisable |  | Value of Unexercised
In-The-Money
Option/SARs
at FY-End
($)
Exercisable/Unexercisable
|---------------------- |  | ------------------------------- |  | ------------------ |  | ------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------
|Richard A. Parlontieri |  | N/A                             |  | N/A                |  | N/A                                                                                              |  | N/A                                                                                  
|Larry C. Cobb          |  | N/A                             |  | N/A                |  | N/A                                                                                              |  | N/A                                                                                  

33

---



Employment Agreements and Compensation of Officers and Directors

Effective September 15, 2003, we entered into a three-year employment agreement with Richard A. Parlontieri, our President and Chief Executive
Officer. This employment agreement was amended on December 19, 2003. Under the terms of the agreement, Mr. Parlontieri receives a salary of $180,000 per year, plus an automobile and
expense allowance, and is eligible for an annual bonus as set forth in the agreement. In January 2006, the Compensation Committee approved a salary increase to $190,000 pursuant to the salary
adjustment term of the employment agreement. The agreement may be terminated by us for cause, in which case Mr. Parlontieri would not be entitled to severance compensation, or without cause, in
which case Mr. Parlontieri would be entitled to the balance of his salary due under the agreement, plus other compensation earned through the date of termination. If Mr. Parlontieri's
employment terminates due to a change of control of our company, Mr. Parlontieri is entitled to receive his base salary multiplied by three.

On
February 22, 2005, the Compensation Committee of our Board of Directors issued to Mr. Parlontieri warrants to acquire 25,000 shares of our common stock at $2.50 per
share, the fair market value of our common stock based on the closing bid price on the date of grant.

In
March 2005, Mr. Parlontieri was granted options to purchase up to 3,000 shares of our common stock at an exercise price of $2.50 per share for a period of ten years. In
December 2005, Mr. Parlontieri was granted options to purchase up to 150,000 shares of our common stock, at $1.00 per shares for a period of ten years.

On
February 22, 2005, and again on April 11, 2005, we issued 25,000 shares of our common stock to Calabria Advisors, LLC, an entity controlled by Mr. Parlontieri,
for services rendered.

Our
Directors are entitled to reimbursement for their travel expenses. In addition, in March 2005 we issued both to Mr. Thompson and Mr. Yusefzadeh options to
acquire 7,500 shares of our common stock at an exercise price of $2.50 per share, exercisable for a period of ten years. On June 29, 2005 and August 26, 2005, we issued options to
acquire 2,500 shares of our common stock under our 2001 Stock Option Plan to Erik Sander and Ernest A. Childs, respectively. The options vested immediately and are
exercisable at $2.00 per share for a period of ten years. In December 2005, we issued options to acquire 5,000 shares of our common stock under our 2005 Plan to each of our directors, Erik
Sander, Ernest A. Childs, Bahram Yusefzadeh, and Brad Thompson. The options vested one-third immediately and one-third on each of the anniversaries of the date of the grant and
are exercisable at $1.00 per share for a period of ten years.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table shows how much of our common stock is owned by the directors, certain executive officers, and owners of more than 5% of the outstanding common
stock, as of March 8, 2006. Unless otherwise indicated, the mailing address for each beneficial owner is care of Speedemissions, Inc., 1134 Senoia Road, Suite B2, Tyrone,
GA 30290.

34

---



Common Stock

|Name                                                                                                                      |  | Number of
Shares Owned |     | Right To
Acquire(1) |      | Percentage of
Beneficial
Ownership(2) |  
|------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | --- | ------------------- | ---- | ------------------------------------- | -
|GCA Strategic Investment Fund Ltd. (3)
c/o Prime Management Ltd
Mechanics Bldg 12 Church St. HM11
Hamilton, Bermuda HM 11 |  | 1,457,062              |     | 4,963,321           | (4)  | 81.9                                  | %
|Global Capital Funding Group, LP
106 Colony Park Drive, Suite 900
Cumming, GA 30040                                       |  | 62,299                 |     | 3,574,167           | (5)  | 56.4                                  | %
|Richard A. Parlontieri (6)                                                                                                |  | 156,242                | (7) | 299,000             | (8)  | 14.3                                  | %
|Bahram Yusefzadeh (6)
2180 West State Road Suite 6184
Longwood, FL 32779                                                  |  | 19,626                 | (9) | 22,667              | (10) | 1.45                                  | %
|Bradley A. Thompson (6)(11)
Colony Park Drive, Suite 900
Cumming, GA 30040                                                |  | 850                    |     | 10,167              | (12) | <1.0                                  | %
|Erik Sander (6)                                                                                                           |  | -0-                    |     | 4,167               | (13) | <1.0                                  | %
|Larry C. Cobb                                                                                                             |  | -0-                    |     | -0-                 |      | -0-                                   |  
|Ernest A. Childs, PhD (6)                                                                                                 |  | -0-                    |     | 4,167               | (13) | <1.0                                  | %
|                                                                                                                          |  |                        |     |                     |      |                                       |  
|All directors and executive officers as a group (6 persons)                                                               |  | 167,192                |     | 340,168             |      | 15.78                                 | %
|                                                                                                                          |  |                        |     |                     |      |                                       |  

---

35

---



Preferred Stock

|Title of Class                       |  | Name                                                                                                                                               |  | Number of
Shares Owned |  | Percentage of
Ownership of Class |  
|------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  | -------------------------------- | -
|Series A Convertible Preferred Stock |  | GCA Strategic Investment Fund Ltd
c/o Prime Management Ltd
Mechanics Bldg 12 Church St. HM11
Hamilton, Bermuda HM 11                               |  | 3,724                  |  | 72.5                             | %
|Series A Convertible Preferred Stock |  | Global Capital Funding Group, LP
106 Colony Park Drive, Suite 900
Cumming, GA 30040                                                                |  | 1,409                  |  | 27.5                             | %
|Series B Convertible Preferred Stock |  | Barron Partners LP (1)
c/o Barron Capital Advisors, LLC
Managing Partner
Attn: Andrew Barron Worden
730 Fifth Avenue, 9th Floor
New York, NY 10019 |  | 2,481,481              |  | 100                              | %

---

36

---



Item 12. Certain Relationships and Related Transactions

We entered into a Settlement Agreement with holders of the Series A Convertible Preferred Stock and holders of the Series B Convertible Preferred
Stock. We delivered a total of 2,633 shares of Series A Convertible Preferred Stock to GCA and GFCF and warrants to purchase 8,000,000 shares of common stock. See a more detailed description in
the Recent Corporate Developments section.

In
2001, our subsidiary issued two promissory notes to GCA, one in the amount of $300,000, and the other in the amount of $225,000. Both notes bear interest quarterly at the rate of 10%.
The $300,000 note was due in October 2004, after its due date was extended by GCA in writing, while the $225,000 note was due in October 2003. On October 9, 2003, we assumed the
notes from our subsidiary. In January 2004, we agreed to convert the $225,000 note, plus accrued interest, into 110,000 shares of common stock. As part of the Settlement Agreement, more fully
discussed under Item 1Description of BusinessRecent Developments, on October 14, 2005, we converted the $300,000 Note, plus accrued interest, into 126 shares of
our Series A Convertible Preferred Stock.

On
June 13, 2003, our subsidiary entered into a consulting agreement with V2R, Inc., which is controlled by Bahram Yusefzadeh, who subsequent to June 13, 2003 became
one of our directors. Under the terms of the agreement, our subsidiary agreed to pay to V2R, upon the successful closing of a merger or acquisition of our subsidiary with a publicly traded
corporation, the sum of $225,000. Of this amount, $125,000 was to be paid in accordance with the terms of a promissory note. The principal balance of the note was due on December 31, 2003, but
was extended pursuant to an amendment dated December 30, 2003 to the earlier to occur of (i) the closing of a round of equity or debt financing in excess of $1,500,000,
(ii) 90 days after the effectiveness of a registration statement, or (iii) in three equal installments beginning March 1, 2004, May 1, 2004, and July 1, 2004.
The entire principal and interest became due on January 21, 2004 when we closed a round of equity financing in excess of $1,500,000; however, as of the date hereof we have made payments of
$86,666 leaving an unpaid balance of principal and interest of approximately $54,157 as of December 31, 2005.

In
connection with the June 16, 2003 acquisition of Speedemissions by SKTF, Speedemissions entered into a consulting agreement with V2R. Effective January 1, 2004, the
consulting agreement was cancelled and replaced, by mutual agreement of V2R and us, with a new agreement. The new agreement continued for 30 months at a consulting fee of $8,334 per month. The
new agreement granted V2R warrants to purchase 10,000 shares of our common stock at $2.50 per share. The warrants vest in two increments of 5,000 on January 1, 2005 and 2006, respectively.
Additionally, V2R can earn success fees calculated using the Lehman Formula, as defined, for merger and acquisition and strategic
alliance or partnership agreements arranged by the entity. During the twelve months ended December 31, 2005, we paid a total of approximately $32,500, under the consulting agreement. Effective
June 30, 2005, the agreement was amended to terminate the monthly retainer fees and extend the expiration of the agreement to July 1, 2007, by mutual consent of V2R and us. The current
balance of unpaid retainer fees to V2R was $88,691 as of December 31, 2005.

Effective
September 5, 2003, we entered into a separate indemnification agreement with each of our then-current directors. Under the terms of the indemnification
agreements, we agreed to indemnify each director to the fullest extent permitted by law if the director was or is a party or threatened to be made a party to any action or lawsuit by reason of the
fact that he is or was a director. The indemnification shall cover all expenses, penalties, fines and amounts paid in settlement, including attorneys' fees. A director will not be indemnified for
intentional misconduct for the primary purpose of his own personal benefit. On July 8, 2005, and August 23, 2005, respectively, we entered into identical agreements with our newly
appointed directors, Mr. Sander and Mr. Childs.

On
January 21, 2004, we completed a private placement of 2,500 shares of our Series A Convertible Preferred Stock and 2,500,000 common stock purchase warrants to GCA, in
exchange for gross proceeds to us of $2,500,000. We received net proceeds of $2,234,000 after payment of advisory

37

---



fees
to Global Capital Advisors, LLC. The Series A Convertible Preferred Stock originally paid a dividend of 7% per annum, but as part of the Settlement Agreement on October 14, 2005, we
converted the accrued dividends into 303 shares of our Series A Convertible Preferred Stock and eliminated the dividend going forward. Each share of Series A Convertible Preferred Stock
is convertible into 833.33 shares of our common stock. The warrants are exercisable for a period of 5 years at an original exercise price of $1.25 per share of common stock to be acquired upon
exercise, which has been adjusted to $1.20 per share of common stock as part of the Settlement Agreement.

On
December 30, 2004, we executed a secured promissory note in favor of State Inspections of Texas, Inc. in the principal amount of $1,285,000 in exchange for the purchase
of certain assets related to six operating emissions testing centers in Houston, Texas. Payment terms of the note were interest only (12.5% annually) payable monthly from February 2005 through
January 2006, monthly principal and interest payments of $43,000 from February 2006 through June 2008 and a final payment of approximately $291,000 in July 2008. State
Inspections of Texas, Inc. is owned by Global Capital Funding Group, LP. As part of the Settlement Agreement, we entered into the GCFC Exchange Agreement and converted the outstanding balance
plus accrued interest into 1,409 shares of our Series A Convertible Preferred Stock.

On
December 30, 2004, we executed a secured promissory note in favor of State Inspections of Texas, Inc. in the principal amount of $110,000 in exchange for the purchase of
certain assets. Payment terms of the note were interest only (12.5% annually) payable monthly from February 2005 through June 2008 and a final payment of $110,000 in July 2008.
Effective on October 14, 2005, in connection
with the settlement discussed below, we converted the outstanding balance plus accrued interest into 126 shares of our Series A Convertible Preferred Stock.

On
January 26, 2005, we executed a promissory note in favor of GCA in the principal amount of $350,000, and on that date we received funds in the same amount. The entire principal
amount was due, plus interest at the rate of 8% per year, on April 26, 2005. As part of the Settlement Agreement on October 14, 2005, we converted the outstanding balance plus accrued
interest into 369 shares of our Series A Convertible Preferred Stock and amended the warrant held by GCA to purchase 10,000 shares of our common stock, originally exercisable for a period of
five years at $3.57 per share, adjusted to $1.20 per share. We also issued to Global Capital Advisors, LLC, the investment advisory to GCA, warrants to acquire 10,000 shares of our common stock,
exercisable for a period of five years at $3.57 per share.

Loans from Officers and Directors

Calabria Loans2003 and 2004

Between October 24, 2003 and January 30, 2004, Calabria Advisors, LLC, an entity controlled by Mr. Parlontieri loaned us a total of $315,000
pursuant to the terms of seven identical unsecured promissory notes. The notes were each due and payable as set forth below and carry interest at five percent annually:

Date

Principal Amount

Due DateOctober 24, 2003

$
40,000

April 21, 2004October 30, 2003

$
50,000

April 27, 2004November 7, 2003

$
100,000

May 5, 2004December 26, 2003

$
75,000

June 24, 2004January 2, 2004

$
25,000

June 30, 2004January 4, 2004

$
10,000

July 2, 2004January 30, 2004

$
15,000

July 28, 2004


38

---



On
June 16, 2004, we converted all of the notes, plus accrued interest, into 92,500 shares of our common stock.

Calabria Loans2004

From September to December 2004, Calabria Advisors, LLC loaned us a total of $25,600 pursuant to the terms of three unsecured promissory notes, identical
to the notes listed above. The notes were due and payable as follows:

Date

Principal
Amount

Due DateSeptember 29, 2004

$
5,900

March 29, 2005October 28, 2004

$
9,900

April 28, 2005December 17, 2004

$
9,800

June 17, 2005


On
June 25, 2005, we converted all of the notes, plus accrued interest, into 11,242 shares of our common stock.

Item 13. Exhibits

|3.1  |  | Articles of Incorporation of Speedemissions, Inc., as amended                                                                                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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)                                                                                              
|4.1  |  | Certificate of Designation of Series A Convertible Preferred Stock, as amended                                                                                                                                                                      
|4.2  |  | Certificate of Designation of Series B Convertible Preferred Stock, as amended                                                                                                                                                                      
|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)                                                                                 
|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)                                                                                             
|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)                                                    
|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)                                        
|10.6 |  | Conversion Notice and Agreement between Speedemissions, Inc. and Calabria Advisors, LLC dated June 16, 2004 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-QSB for the period ended June 30, 2004)                             
|10.7 |  | Equity Research Agreement with The Research Works, Inc. dated as of October 29, 2004 (incorporated by reference to Exhibit 10.1 to Form 8-K dated November 8, 2004 and filed with the Commission on November 12, 2004)                              
|10.8 |  | Asset Purchase Agreement between Speedemissions, Inc. and SIT's EMI Mobile Testing Unit dated as of December 2, 2004 (incorporated by reference to Exhibit 2.1 to Form 8-K dated December 7, 2004 and filed with the Commission on December 8,
2004)
|     |  |                                                                                                                                                                                                                                                     

39

---



|10.9  |  | Asset Purchase Agreement between Speedemissions, Inc. and State Inspection of Texas, Inc. dated as of December 30, 2004 (incorporated by reference to Exhibit 2.1 to Form 8-K dated January 3, 2005 and filed with the Commission on January 7,
2005)          
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10 |  | $1,285,000 Promissory Note to State Inspections of Texas, Inc. dated December 30, 2004 (incorporated by reference to Exhibit 2.2 to Form 8-K dated January 3, 2005 and filed with the Commission on January 7, 2005)                                           
|10.11 |  | Common Stock Purchase Warrant issued to GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)                          
|10.12 |  | Common Stock Purchase Warrant issued to Global Capital Advisors, LLC dated January 26, 2005 (incorporated by reference to Exhibit 10.3 to Form 8-K dated February 2, 2005, and filed with the Commission on February 3, 2005)                                  
|10.13 |  | 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)
|10.14 |  | $350,000 Promissory Note to GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)                                      
|10.15 |  | Common Stock Purchase Warrant issued to Richard A. Parlontieri dated February 22, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated March 10, 2005 and filed with the Commission on March 17, 2005)                                            
|10.16 |  | 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)                                       
|10.17 |  | Preferred Stock Purchase Agreement between Speedemissions, Inc. and Barron Partners LP dated June 30, 2005 (incorporated by reference to Exhibit 10.2 to form 8-K dated July 6, 2005 and filed with the Commission on July 7, 2005)                            
|10.18 |  | Amendment to Preferred Stock Purchase Agreement between Speedemissions, Inc. and Barron Partners, LP dated August 4, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9,
2005)         
|10.19 |  | Registration Rights Agreement between Speedemissions, Inc. and Barron Partners LP dated June 30, 2005 (incorporated by reference to Exhibit 10.3 to Form 8-K dated July 6, 2005 and filed with the Commission on July 7, 2005)                                 
|10.20 |  | First Restated Common Stock Purchase Warrant "A" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                  
|10.21 |  | Common Stock Purchase Warrant "B" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.3 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                                 
|10.22 |  | First Restated Common Stock Purchase Warrant "A" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                  
|      |  |                                                                                                                                                                                                                                                                

40

---



|10.23 |  | Common Stock Purchase Warrant "B" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.3 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                                                                                                   
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 |  | Common Stock Purchase Warrant "C" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.4 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                                                                                                   
|10.25 |  | 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)                                                             
|10.26 |  | Settlement Agreement and General Release between Global Capital Funding Group, LP, GCA Strategic Investment Fund Limited, Barron Partners, LP, and Speedemissions, Inc. dated October 14, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K
dated November 21, 2005 and filed with the Commission on November 22, 2005)
|10.27 |  | Amendment No. 1 to First Restated Common Stock Purchase Warrant "A" between Barron Partners LP and Speedemissions, Inc. dated October 14, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K dated November 21, 2005 and filed with the
Commission on November 22, 2005)                                                
|10.28 |  | Amendment No. 1 to First Restated Common Stock Purchase Warrant "B" between Barron Partners LP and Speedemissions, Inc. dated October 14, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K dated November 21, 2005 and filed with the
Commission on November 22, 2005)                                                
|10.29 |  | Common Stock Purchase Warrant issued to Barron Partners LP dated October 14, 2005 (incorporated by reference to Exhibit 10.3 to Form 8-K dated November 21, 2005 and filed with the Commission on November 22, 2005)                                                                                                             
|10.30 |  | Amendment No. 1 dated October 14, 2005 to Common Stock Purchase Warrant issued to GCA Strategic Investment Fund Limited dated January 21, 2004 (incorporated by reference to Exhibit 10.5 to Form 8-K dated November 21, 2005 and filed with the
Commission on November 22, 2005)                                                
|10.31 |  | Amendment No. 1 dated October 14, 2005 to Common Stock Purchase Warrant issued to GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.6 to Form 8-K dated November 21, 2005 and filed with the
Commission on November 22, 2005)                                                
|10.32 |  | Common Stock Purchase Warrant issued to Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.7 to Form 8-K dated November 21, 2005 and filed with the Commission on November 22, 2005)                                                                                                
|10.33 |  | Common Stock Purchase Warrant issued to GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.8 to Form 8-K dated November 21, 2005 and filed with the Commission on November 22, 2005)                                                                                          
|10.34 |  | 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 22, 2005)                                                                                    
|10.35 |  | 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 22,
2005)                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                  

41

---



|10.36 |  | Exchange Agreement between Speedemissions, Inc. and GCA Strategic Fund Investment 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 22, 2005)           
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.37 |  | Registration Rights Agreement between Speedemissions, Inc. and GCA Strategic Fund Investment 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 22,
2005)
|10.38 |  | Speedemissions, Inc. 2005 Omnibus Stock Grant and Option Plan effective September 1, 2005 (incorporated by reference to Exhibit 4.1 on Form S-8, File No. 333-130199)                                                                                  
|16    |  | Letter from Bennett Thrasher PC dated February 1, 2005 (incorporated by reference to Exhibit 16.1 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)                                                                
|21    |  | Subsidiaries of Speedemissions, Inc. (incorporated by reference to Exhibit 21 to the Company's Form 10-KSB for the period ended December 31, 2003)                                                                                                     
|23    |  | Consent of Tauber & Balser, P.C.                                                                                                                                                                                                                       
|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 Principal Financial Officer                                                                                                                                                                                        
|32    |  | Section 1350 Certifications                                                                                                                                                                                                                            

42

---



Item 14. Principal Accountant Fees and Services

Audit Fees

During the fiscal years ended December 31, 2005 and 2004, Bennett Thrasher PC billed us $17,065 and $193,342, respectively, and Tauber & Balser,
P.C. billed us $166,773 and $0, respectively, in fees for professional services for the audit of our annual financial statements and review of financial statements included in our
Form 10-KSB and Form 10-QSB.

Audit-Related Fees

During the fiscal years ended December 31, 2005 and 2004, Bennett Thrasher PC billed us $0 and $2,402, respectively, and Tauber & Balser, P.C.
billed us $93,894 and $0, respectively, in fees for assurance and related services related to the performance of the audit or review of our financial statements.

Tax Fees

During the fiscal years ended December 31, 2005 and 2004, Bennett Thrasher PC billed us $0 and $2,500, respectively, and Tauber & Balser, P.C.
billed us $11,259 and $0, respectively, in fees for professional services for tax planning and preparation.

All Other Fees

During the fiscal years ended December 31, 2005 and 2004, Bennett Thrasher PC and Tauber & Balser, P.C. did not bill us for any other fees.

Of
the fees described above for the fiscal year ended December 31, 2005, 100% were either approved in advance by the Audit Committee if it was in existence at the time of
approval, or subsequently ratified by the Audit Committee.

43

---





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: March 30, 2006 |  | By:                 
|Dated: March 30, 2006 |  | By:                 

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 resubstitution, 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-KSB, 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.

|By: |  | /s/RICHARD A. PARLONTIERIRichard A. Parlontieri, Director, President, and Chief Executive
Officer |  | Dated: March 30, 2006
|--- |  | ------------------------------------------------------------------------------------------------- |  | ---------------------
|By: |  | /s/BAHRAM YUSEFZADEHBahram Yusefzadeh, Director                                                   |  | Dated: March 30, 2006
|By: |  | /s/BRADLEY A. THOMPSONBradley A. Thompson, Director                                               |  | Dated: March 30, 2006
|By: |  | /s/ERIK SANDERErik Sander, Director                                                               |  | Dated: March 30, 2006
|By: |  | /s/ERNEST A. CHILDSErnest A. Childs, Director                                                     |  | Dated: March 30, 2006
|By: |  | /s/LARRY C. COBBLarry C. Cobb, Chief Financial Officer and Chief Accounting Officer               |  | Dated: March 30, 2006

44

---



EXHIBIT INDEX

|3.1   |  | Articles of Incorporation of Speedemissions, Inc., as amended                                                                                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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)                                                                                                         
|4.1   |  | Certificate of Designation of Series A Convertible Preferred Stock, as amended                                                                                                                                                                                 
|4.2   |  | Certificate of Designation of Series B Convertible Preferred Stock, as amended                                                                                                                                                                                 
|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)                                                                                            
|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)                                                                                                        
|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)                                                               
|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)                                                   
|10.6  |  | Conversion Notice and Agreement between Speedemissions, Inc. and Calabria Advisors, LLC dated June 16, 2004 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-QSB for the period ended June 30, 2004)                                        
|10.7  |  | Equity Research Agreement with The Research Works, Inc. dated as of October 29, 2004 (incorporated by reference to Exhibit 10.1 to Form 8-K dated November 8, 2004 and filed with the Commission on November 12, 2004)                                         
|10.8  |  | Asset Purchase Agreement between Speedemissions, Inc. and SIT's EMI Mobile Testing Unit dated as of December 2, 2004 (incorporated by reference to Exhibit 2.1 to Form 8-K dated December 7, 2004 and filed with the Commission on December 8,
2004)           
|10.9  |  | Asset Purchase Agreement between Speedemissions, Inc. and State Inspection of Texas, Inc. dated as of December 30, 2004 (incorporated by reference to Exhibit 2.1 to Form 8-K dated January 3, 2005 and filed with the Commission on January 7,
2005)          
|10.10 |  | $1,285,000 Promissory Note to State Inspections of Texas, Inc. dated December 30, 2004 (incorporated by reference to Exhibit 2.2 to Form 8-K dated January 3, 2005 and filed with the Commission on January 7, 2005)                                           
|10.11 |  | Common Stock Purchase Warrant issued to GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)                          
|10.12 |  | Common Stock Purchase Warrant issued to Global Capital Advisors, LLC dated January 26, 2005 (incorporated by reference to Exhibit 10.3 to Form 8-K dated February 2, 2005, and filed with the Commission on February 3, 2005)                                  
|10.13 |  | 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)
|      |  |                                                                                                                                                                                                                                                                

---



|10.14 |  | $350,000 Promissory Note to GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.15 |  | Common Stock Purchase Warrant issued to Richard A. Parlontieri dated February 22, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated March 10, 2005 and filed with the Commission on March 17, 2005)                                                                                                              
|10.16 |  | 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)                                                                                                         
|10.17 |  | Preferred Stock Purchase Agreement between Speedemissions, Inc. and Barron Partners LP dated June 30, 2005 (incorporated by reference to Exhibit 10.2 to form 8-K dated July 6, 2005 and filed with the Commission on July 7, 2005)                                                                                              
|10.18 |  | Amendment to Preferred Stock Purchase Agreement between Speedemissions, Inc. and Barron Partners, LP dated August 4, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9,
2005)                                                                           
|10.19 |  | Registration Rights Agreement between Speedemissions, Inc. and Barron Partners LP dated June 30, 2005 (incorporated by reference to Exhibit 10.3 to Form 8-K dated July 6, 2005 and filed with the Commission on July 7, 2005)                                                                                                   
|10.20 |  | First Restated Common Stock Purchase Warrant "A" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                                                                                    
|10.21 |  | Common Stock Purchase Warrant "B" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.3 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                                                                                                   
|10.22 |  | First Restated Common Stock Purchase Warrant "A" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                                                                                    
|10.23 |  | Common Stock Purchase Warrant "B" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.3 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                                                                                                   
|10.24 |  | Common Stock Purchase Warrant "C" dated June 30, 2005 issued to Barron Partners LP (incorporated by reference to Exhibit 4.4 to Form 8-K dated August 8, 2005 and filed with the Commission on August 9, 2005)                                                                                                                   
|10.25 |  | 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)                                                             
|10.26 |  | Settlement Agreement and General Release between Global Capital Funding Group, LP, GCA Strategic Investment Fund Limited, Barron Partners, LP, and Speedemissions, Inc. dated October 14, 2005 (incorporated by reference to Exhibit 10.1 to Form 8-K
dated November 21, 2005 and filed with the Commission on November 22, 2005)
|10.27 |  | Amendment No. 1 to First Restated Common Stock Purchase Warrant "A" between Barron Partners LP and Speedemissions, Inc. dated October 14, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K dated November 21, 2005 and filed with the
Commission on November 22, 2005)                                                
|      |  |                                                                                                                                                                                                                                                                                                                                  

---



|10.28 |  | Amendment No. 1 to First Restated Common Stock Purchase Warrant "B" between Barron Partners LP and Speedemissions, Inc. dated October 14, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K dated November 21, 2005 and filed with the
Commission on November 22, 2005)
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.29 |  | Common Stock Purchase Warrant issued to Barron Partners LP dated October 14, 2005 (incorporated by reference to Exhibit 10.3 to Form 8-K dated November 21, 2005 and filed with the Commission on November 22, 2005)                                                             
|10.30 |  | Amendment No. 1 dated October 14, 2005 to Common Stock Purchase Warrant issued to GCA Strategic Investment Fund Limited dated January 21, 2004 (incorporated by reference to Exhibit 10.5 to Form 8-K dated November 21, 2005 and filed with the
Commission on November 22, 2005)
|10.31 |  | Amendment No. 1 dated October 14, 2005 to Common Stock Purchase Warrant issued to GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.6 to Form 8-K dated November 21, 2005 and filed with the
Commission on November 22, 2005)
|10.32 |  | Common Stock Purchase Warrant issued to Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.7 to Form 8-K dated November 21, 2005 and filed with the Commission on November 22, 2005)                                                
|10.33 |  | Common Stock Purchase Warrant issued to GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.8 to Form 8-K dated November 21, 2005 and filed with the Commission on November 22, 2005)                                          
|10.34 |  | 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 22, 2005)                                    
|10.35 |  | 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 22,
2005)                        
|10.36 |  | Exchange Agreement between Speedemissions, Inc. and GCA Strategic Fund Investment 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 22, 2005)                                     
|10.37 |  | Registration Rights Agreement between Speedemissions, Inc. and GCA Strategic Fund Investment 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 22,
2005)                          
|10.38 |  | Speedemissions, Inc. 2005 Omnibus Stock Grant and Option Plan effective September 1, 2005 (incorporated by reference to Exhibit 4.1 on Form S-8, File No. 333-130199)                                                                                                            
|16    |  | Letter from Bennett Thrasher PC dated February 1, 2005 (incorporated by reference to Exhibit 16.1 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)                                                                                          
|21    |  | Subsidiaries of Speedemissions, Inc. (incorporated by reference to Exhibit 21 to the Company's Form 10-KSB for the period ended December 31, 2003)                                                                                                                               
|23    |  | Consent of Tauber & Balser, P.C.                                                                                                                                                                                                                                                 
|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 Principal Financial Officer                                                                                                                                                                                                                  
|32    |  | Section 1350 Certifications                                                                                                                                                                                                                                                      

---



QuickLinks