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Date
of Report (Date of earliest event reported):
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November
17, 2005
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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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1134
Senoia Road, Suite B2
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.)
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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(1)
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issue
GCFG 1,409 shares of Series A Preferred Stock (the “GCFG Stock”) with the
rights and preferences outlined in the Amended Certificate of Designation
of
our Series A Convertible Preferred Stock (the “Amended Certificate
of Designation”),
and a warrant to purchase 24,000,000 shares of our common stock
at an
exercise price of $0.12 per share (the “GCFG Warrant”), in exchange for
GCFG agreeing to convert all amounts due and owing under that certain
Speedemissions, Inc. Secured Promissory Note dated December 30,
2004, in
the principal amount of $1,285,000 and in the name of State Inspections
of
Texas, Inc. (the “GCFG Note”);
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(2)
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i)
issue GCA 1,224 shares of Series A Preferred Stock (the “GCA Stock”) with
the rights and preferences outlined in the Amended Certificate
of
Designation, ii) issue GCA a warrant to purchase 16,000,000
shares of
our common stock with an exercise price of $0.12 per share (the
“GCA
Warrant”); and iii) amend the terms of that certain warrant to purchase
2,500,000 shares of our common stock dated January 26, 2005, to
change the exercise price from $0.24 per share to $0.12 per share,
in
exchange for GCA agreeing to the amended rights and preferences
of the
Series A Preferred Stock as set forth in the Amended Certificate
of
Designation, and to convert all amounts due and owing under the
$350,000
principal amount promissory note dated January 26, 2005 (the “$350,000
Note”), the $300,000 principal amount promissory note dated August 2,
2001
(the “$300,000 Note”) and the $110,000 principal amount promissory note
dated August 7, 2004 (the “$110,000
Note”);
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(3)
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issue
Barron a warrant to purchase 40,000,000 shares of our common stock
with an
exercise price of $0.12 per share (the “Barron Warrant”), in exchange for
Barron agreeing to the issuance of the GCA Stock, the GCA Warrant,
the
GCFG Stock and the GCFG Warrant, and to the amended rights and
preferences
of the Series A Preferred Stock as set forth in the Amended Certificate
of
Designation;
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(4)
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Speedemissions,
GCFG, GCA, and Barron agreed to release each other of all claims,
agreements, contracts, covenants, representations, obligations,
losses,
liabilities, demands and causes of action which it may now or hereafter
have or claim to have against each other, as a result of the
Dispute.
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4.1
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First
Amendment to Certificate of Designation for Series A Convertible
Preferred
Stock
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10.1
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Settlement
Agreement and General Release dated effective as of October 14,
2005
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10.2
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Amendment
No. 1 to Restated Common Stock Purchase Warrant “A” issued to Barron
Partners
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10.3
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Amendment
No. 1 to Restated Common Stock Purchase Warrant “B” issued to Barron
Partners
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10.4
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Common
Stock Purchase Warrant issued to Barron Partners effective as of
October
14, 2005
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10.5
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Amendment
No. 1 to Common Stock Purchase Warrant issued to GCA Strategic
Investment
Fund Limited, effective as of October 14, 2005
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10.6
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Amendment
No. 1 to Common Stock Purchase Warrant issued to GCA Strategic
Investment
Fund Limited, effective as of October 14, 2005
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10.7
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Common
Stock Purchase Warrant issued to Global Capital Funding Group,
LP
effective as of October 14, 2005
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10.8
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Common
Stock Purchase Warrant issued to GCA Strategic Investment Fund
Limited
effective as of October 14, 2005
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10.9
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Exchange
Agreement with Global Capital Funding Group, LP dated effective
as of
October 14, 2005
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10.10
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Registration
Rights Agreement with Global Capital Funding Group, LP dated effective
as
of October 14, 2005
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10.11
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Exchange
Agreement with GCA Strategic Investment Fund Limited dated effective
as of
October 14, 2005
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10.12
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Registration
Rights Agreement with GCA Strategic Investment Fund Limited dated
effective as of October 14,
2005
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Speedemissions,
Inc.,
a
Florida corporation
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Dated:
November 21, 2005
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By: | /s/ Richard A. Parlontieri |
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By:
Richard
A. Parlontieri
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Its: President
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