UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): |
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February
22, 2005 |
Speedemissions,
Inc.
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other
jurisdiction
of incorporation) |
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000-49688
(Commission
File
Number) |
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33-0961488
(I.R.S.
Employer
Identification
No.) |
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1139
Senoia Road, Suite B
Tyrone,
Georgia 30290
(Address
of principal executive offices) (zip code) |
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(770)
306-7667
(Registrant’s
telephone number, including area code) |
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(Former
name or former address, if changed since last
report.) |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.02 Unregistered
Sales of Equity Securities
On
February 22, 2005, we issued a total of 250,000 shares of our common stock,
restricted in accordance with Rule 144, to a consultant for services rendered.
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.
On
February 22, 2005, we issued warrants to acquire up to 250,000 shares of our
common stock, restricted in accordance with Rule 144, to Richard A. Parlontieri,
our President and a Director. These warrants were issued as incentive
compensation for his work for us and at an exercise price of $0.25 per share.
The issuances were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, and Mr. Parlontieri is a sophisticated
investor.
On March
10, 2005, we issued warrants to acquire up to 250,000 shares of our common
stock, restricted in accordance with Rule 144, to two unrelated consultants.
These warrants were issued for services rendered to us and at an exercise price
of $0.25 per share. The issuances were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, and the consultants are
sophisticated investors and familiar with our operations.
EXHIBITS
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Item
No. |
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Description |
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10.1 |
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Form
of Speedemissions, Inc. Warrant dated February 22,
2005 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SPEEDEMISSIONS,
INC.,
a Florida corportion |
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| Date: March 10,
2005 |
By: |
/s/ Richard A.
Parlontieri |
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Richard A.
Parlonteiri
President |