10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended: December 31, 2015.

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

For the Transition Period from to 

Commission file number: 000-49688

Speedemissions, Inc.

(Exact name of registrant as specified in its charter)

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

1015 Tyrone Road, Suite 710

Tyrone, Georgia 30290

(Address of principal executive offices)

Registrant’s telephone number (770) 306-7667

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

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

Title of Each Class

Common stock, par value $0.001

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of the stock on such date was $140,609.

As of March 25, 2016, 109,914,225 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with our 2016 Annual Meeting of Shareholders are incorporated by reference in Part III herein.

Speedemissions, Inc.

FORM 10-K

For the fiscal year ended December 31, 2015

TABLE OF CONTENTS

Special Note Regarding Forward-Looking Statements	3
PART I	3
ITEM 1. BUSINESS	3
ITEM 1A. RISK FACTORS	11
ITEM 1B. UNRESOLVED STAFF COMMENTS	17
ITEM 2. PROPERTIES	17
ITEM 3. LEGAL PROCEEDINGS	17
ITEM 4. MINE SAFETY DISCLOSURES	17
PART II	17
ITEM 5. MARKETFORTHE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER  PURCHASES OF EQUITY SECURITIES	17
ITEM 6. SELECTED FINANCIAL DATA	19
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27
ITEM 9A CONTROLS AND PROCEDURES	27
ITEM 9B. OTHER INFORMATION	28
PART III	28
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	28
ITEM 11. EXECUTIVE COMPENSATION	28
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	28
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	28
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	28
PART IV	28
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	28
SIGNATURES	31
EX-23.1
EX-23.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Part I

Item 1. Business

Overview

Speedemissions, Inc. is one of the largest test-only emissions testing and safety inspection companies in the United States. We perform vehicle emissions testing and safety inspections in certain cities in which vehicle emissions testing is mandated by the United States Environmental Protection Agency (“EPA”). As of March 25, 2016, we operated 22 vehicle emissions testing and safety inspection stations under the trade names of Speedemissions and Auto Emissions Express (in Atlanta, Georgia and St. Louis, Missouri) and Just Emissions (in Salt Lake City, Utah). We also operate three mobile testing units in the Atlanta, Georgia area which service automotive dealerships and local government agencies. We manage our operations based on these four regions, and we have one reportable segment. References in this document to “Speedemissions,” “Company,” “we,” “us” and “our” mean Speedemissions, Inc. and our consolidated subsidiaries.

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

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

During the quarter ended September 30, 2012, we formed a new company, SpeedEmissions Car Care, LLC, through which we franchised our vehicle emissions and safety inspections store model. Franchises are available to qualified store operators who have an interest in either a single- or multi-location opportunity in select cities where vehicle emissions testing/safety inspections and other automotive services are required. We signed an agreement with an Atlanta based franchise consulting company to assist with our plan to franchise our business model into a number of new U.S. markets. After securing approval for all the necessary disclosure documents, we began marketing franchises in the fourth quarter of 2012.  However, as of December 31, 2015, we have sold no franchises.

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

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On April 11, 2013, we sold the assets comprising three of our Texas stores for $110,000.  We received $50,000 cash at closing and a note receivable for $60,000.  The principal amount of the note is payable in equal monthly payments over a 12-month period plus interest at 5.0% per annum.  This note was paid in full during the year ended December 31, 2014.

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

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

During the three months ended June 30, 2014, we sold the assets comprising six of our Houston, Texas stores for a combined amount of $220,000, consisting of $152,500 in cash and notes receivable for $67,500.  The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest.This note was paid in full during the year ended December 31, 2015.

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

Recent Developments

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

Net loss for the year ended December 31, 2015 was $488,994 or $(0.00) per share, compared to a net loss $773,180 or $(0.01) per share for the year ended December 31, 2014. Revenues for the year ended December 31, 2015 decreased $2,312,671, or 41.5%, to $3,266,022 from $5,578,693 in the year ended December 31, 2014.

We have experienced recurring net losses which have caused an accumulated deficit of $21,806,897 at December 31, 2015. We had a working capital deficit of $1,429,910 at December 31, 2015 compared to a working capital deficit of $1,041,752 at December 31, 2014.

Our revenues for the fiscal years ended December 31, 2015, 2014 and 2013 have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. Our near-term liquidity and ability to continue as a going concern is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to vendors and service providers. No assurances can be given that we will be able to achieve sufficient levels of revenues in the near-term to provide adequate levels of cash flow from operations. As a result of our history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

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

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

During the past several years, we have made reductions in employee headcount, sold or closed unprofitable stores, and reduced store operating expenses, corporate overhead and other operating expenses. At December 31, 2015, our primary source of liquidity for cash flows was cash received from our store operations. We are dependent on our revenues in the very near term to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to landlords, vendors and service providers. No assurances may be given that the cash received from our store operations will be sufficient to cover our ongoing operating expenses. If the cash received from our store operations is not sufficient, we would need to obtain new financing or raise additional capital to continue as a going concern and to execute our business plan. There is no assurance that such financing or capital would be available or, if available, that we would be able to complete financing or a capital raise on satisfactory terms to allow us to continue as a going concern.

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

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

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

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

5

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

On May 30, 2014, the Company entered into a repayment agreement (the “Repayment Agreement”) with TVT Capital, LLC (“TVT”), pursuant to which the Company agreed to repay TVT $75,000 from a loan made by TVT to the Company, plus a fixed fee which the Company will record as interest expense, for a total amount of $112,425 by October 27, 2014.  Under the terms of the Repayment Agreement, TVT was authorized to make daily bank debits of $1,099 on each available banking day during the term of the Repayment Agreement which represented a fee rate of 49.9%.  On September 16, 2014, the Company re-negotiated its Repayment Agreement with TVT to obtain additional funding totaling $67,077.  Under the terms of the amended Repayment Agreement, the Company agreed to repay the remaining balance from the June 3, 2014 funding, plus the current funding, for a total of $100,000, plus a fixed fee which the Company recorded as interest expense, representing a total amount of $149,000 by April 16, 2015.  Under the terms of the amended Repayment Agreement, TVT was authorized to make daily bank debits of $1,199 on each available banking day during the term of the Repayment Agreement which represented a fee rate of 49.0%. The Company repaid the remaining balance on May 1, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

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

On October 24, 2014, the Company entered into a merchant sales agreement (the “Merchant Agreement”) with Entrepreneur Now, LLC (“EN”), pursuant to which the Company agreed to repay EN $50,000 from a loan made by EN to the Company, plus a fixed fee which the Company recorded as interest expense, for a total amount of $72,000 by March 2, 2015.  Under the terms of the Merchant Agreement, EN was authorized to make daily bank debits of $1,000 on each available banking day during the term of the Merchant Agreement which represented a fee rate of 44.0%.  The Company repaid the remaining balance on March 2, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

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

On November 18, 2014, the Company entered into a revenue based factoring agreement (the “Factoring Agreement”) with Samson Partners, LLC (“SP”), pursuant to which the Company agreed to repay SP $35,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $43,750 by February 9, 2015.  Under the terms of the Factoring Agreement, SP was authorized to make daily bank debits of $875 on each available banking day during the term of the Factoring Agreement which represented a fee rate of 25.0%.  The Company repaid the remaining balance on January 22, 2015 and, as a result, there was no outstanding balance of December 31, 2015.

On January 19, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $60,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $75,000 by May 1, 2015.  Under the terms of the agreement, SP was authorized to make daily bank debits of $1,169 on each available banking day during the term of the agreement which represented a fee rate of 25.0%.  The Company repaid the remaining balance on June 16, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

Due to non-payment of insurance premiums, the Company’s insurance carrier cancelled the Company’s workers’ compensation policy effective February 28, 2015.  As of the date of this report, the Company’s workers’ compensation policy has not been re-instated.  In the state of Georgia, An employer failing to provide coverage, as required by law, shall be held responsible for compensable injuries in the same manner as an employer having coverage. In addition, attorney’s fees, civil penalties, and a 10% increase in compensation to the employee may be assessed, if the employer refuses or willfully neglects to secure insurance.  The Company’s director and officers’ liability policy was unaffected by this cancellation.

6

On March 6, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $60,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $76,800 by June 16, 2015.  Under the terms of the agreement, SP was authorized to make daily bank debits of $1,169 on each available banking day during the term of the agreement which represented a fee rate of 28.0%.  The Company repaid the remaining balance on June 16, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

Since April 1, 2015 and continuing to the date of this report, we have been unable to make all required payments to the federal government for payroll taxes withheld from employee paychecks and the associated matching employer payroll taxes. We also are in arrears during the same period to the state of Georgia for income taxes withheld from employee paychecks and sales taxes.  As of March 25, 2016, we owed approximately $295,000 and $27,000 to the federal and Georgia state governments, respectively.  We proposed a payment plan to the federal government and made $10,000 payments on September 30, 2015, October 29, 2015 and January 12, 2016, respectively, but we have not reached an agreed payment schedule as of the date of this report.  We reached a payment agreement with the state of Georgia for the quarter ended June 30, 2015, which required four monthly payments of approximately $5,000 each. All payments were made in accordance with the payment agreement.  We were required to pay the state of Georgia for withholding taxes for the quarter ended September 30, 2015, in the approximate amount of $14,500, by October 31, 2015.  As of the date of this report, we have been unable to make this payment to the state of Georgia and are subject to late payment penalties, in addition to interest until the delinquent taxes are paid.  However, we were able to make  timely payment to the state of Georgia for the quarter ended December 31, 2015.

On April 16, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $75,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $104,175 by October 19, 2015.  Under the terms of the agreement, SP was authorized to make daily bank debits of $827 on each available banking day during the term of the agreement which represented a fee rate of 38.9%.  On August 21, 2015, the Company renegotiated its payment terms with SP reducing the daily payment from $827 to $500 and extending the due date from October 19, 2015 to November 27, 2015.  The Company repaid the remaining balance on October 12, 2015 and, as a result, there was no outstanding balance of December 31, 2015.

On April 16, 2015, the Company entered into a revolving loan agreement with Celtic Bank (“CB”), pursuant to which the Company initially borrowed $17,000 from CB. Under the terms of the revolving loan agreement, the Company agreed to repay the initial loan, plus interest, for a total amount of $18,955 by October 15, 2015. The Company made the required six monthly payments, as required, by the October 15, 2015 due date. As the Company repays the initial loan, it can and has borrowed new funds which created new six-month payment cycles on the previously outstanding principal plus the new funds borrowed. At their sole discretion, CB can increase the maximum availability under the revolving loan agreement above the $17,000 amount established upon the execution of the revolving loan agreement. Effective October 28, 2015, CB increased our borrowing limit to $27,300. Our credit limit with TCA was $1,300,000. At March 25, 2016, the outstanding balance on our revolving loan facility with CB was approximately $20,000 and our cash balances were approximately $19,000.

On June 8, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $250,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $337,500 by April 14, 2016.  A portion of the proceeds were used to pay off the March 6, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $1,600 on each available banking day during the term of the agreement which represents a fee rate of 34.8%.  The agreement had a balance due of $90,160 on December 31, 2015.

On October 12, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $75,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $101,250 by August 22, 2016.  A portion of the proceeds were used to pay off the April 16, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $469 on each available banking day during the term of the agreement which represents a fee rate of 35.0%.  The agreement had a balance due of $57,282 on December 31, 2015.

Our Typical Testing Center

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

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

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

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

Industry Background – Government and Regulatory Overview

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

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

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

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

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

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

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

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

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

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

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

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

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

Emissions Testing in the State of Georgia

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

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

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

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

Emissions Testing and Safety Inspections in the State of Utah

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

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

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

Emissions Testing and Safety Inspections in the State of Missouri

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

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

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

Operating Strategy

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

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

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

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

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

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

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

Intellectual Property

We have registered the trade names “Speedemissions”, “Just Emissions” and “Carbonga” in the United States.

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Competition

The emissions testing and safety inspection industry contains numerous small owner-operators. Auto repair shops, tire stores, oil change stores, muffler shops, service stations, and other emissions testing stations may offer this service. There are also several national competitors at this time, including national oil change companies which perform emissions testing services. We expect competition from local operators at all of our locations. We estimate our total number of competitors to be several thousand across all the markets in which we operate. We expect such competition whenever and wherever we open or acquire a station. Our market share is too small to measure. Our revenue from emissions testing is affected primarily by the number of emissions and safety tests our stations perform, and the price charged per test. Other emissions testing operators may have greater financial resources than us, which may allow them to obtain more expensive and advantageous locations for testing stations, provide services in addition to emissions testing, charge lower prices, and advertise and promote their businesses more effectively than we do. For example, some of our competitors in Atlanta charge only $15.00 to test a vehicle’s emissions rather than the $25.00 maximum allowed under Georgia law. As a result, we have had to reduce or discount our fees in some of our Atlanta stations. We intend to compete by creating brand awareness through advertising, standard building style and facade, consistent color scheme and uniform, and superior customer experience. Although we believe our stations are well positioned to compete, we cannot assure you that our stations will maintain, or increase, their current testing volumes and revenues.

Research and Development

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

Compliance with Environmental Laws

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

Employees

At December 31, 2015, we employed 47 full-time and part-time employees. None of our employees are represented by a union.

SEC Filings

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

Website Access

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

Item 1A. Risk Factors

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

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

Our revenues during the years ended December 31, 2015 and 2014 and to date in 2016 have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. We have experienced recurring net losses from operations, which have caused an accumulated deficit of $21,806,897 at December 31, 2015. We had a working capital deficit of approximately $1,430,000 at December 31, 2015 compared to a working capital deficit of approximately $1,042,000 at December 31, 2014. Our ability to continue as a going concern will depend upon our ability to increase our revenues in the near term to attain profitable operations and to generate sufficient cash flow from operations. Should an increase in revenues not materialize, we will seek to further reduce operating costs to bring them in line with reduced revenue levels. Should we be unable to achieve near-term profitability and generate sufficient cash flow from operations, and if we are unable to sufficiently reduce operating costs, we would need to raise additional capital or increase our borrowings, or we would go out of business. No assurances can be given that operating costs can be sufficiently reduced, or if required, that additional capital or borrowings would be available to allow us to continue as a going concern.  On December 8, 2014, using cash proceeds from the sale of five Utah stores, the Company paid all amounts due to TCA under the Credit Agreement, was released by TCA from any future claims related to previous alleged violations of the terms of the Credit Agreement and effectively terminated the Credit Agreement.  However, due to the Company’s financial position, it has been unable to secure a replacement revolving credit agreement and must rely primarily on cash flow from operations to fund working capital needs.  If we are unable to continue as a going concern, our shareholders will likely lose all of their investment in the Company. The audit report relating to the Consolidated Financial Statements for the years ended December 31, 2015 contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. At March 25, 2016, the outstanding balance on our revolving loan facility with CB was approximately $20,000 and our cash balances were approximately $19,000.

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

We incurred net losses of $488,994 and $773,180 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, we did not have any cash on hand, a working capital deficit of $1,429,910, an accumulated deficit of $21,806,897, and a total shareholders’ deficit of $5,535,127. You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, have not generated net earnings on an annual basis. Various factors, such as economic conditions, regulatory and legislative considerations, and competition, have and may continue to impede our ability to generate earnings. We may not successfully address these risks and uncertainties or successfully implement our operating and acquisition strategies. If we fail to do so, we will likely go out of business. Even if we accomplish these objectives, we may not generate positive cash flows or profits.

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

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

On April 16, 2015, the Company entered into a revolving loan agreement with CB, pursuant to which the Company initially borrowed $17,000 from CB.  Under the terms of the revolving loan agreement, the Company agreed to repay the initial loan, plus interest, for a total amount of $18,955 by October 15, 2015.  The Company made the required six monthly payments, as required, by the October 15, 2015 due date.  As the Company repays the initial loan, it can and has borrowed new funds which created new six-month payment cycles on the previously outstanding principal plus the new funds borrowed.  At their sole discretion, CB can increase the maximum availability under the revolving loan agreement above the $17,000 amount established upon the execution of the revolving loan agreement.  Effective October 28, 2015, CB increased our borrowing limit to $27,300.  Our credit limit with TCA was $1,300,000.  At March 25, 2016, the outstanding balance on our revolving loan facility with CB was approximately $20,000 and our cash balances were approximately $19,000.

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

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

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

Our revenues during the years ended December 31, 2015 and 2014, as well as to date in 2016, have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. Due to insufficient cash flow from operations and borrowing limitations under our line of credit facility, we have been extending landlords and vendors beyond normal payment terms. Until such vendors are paid within normal payment terms, no assurances can be given that required services and materials needed to support our operations will continue to be provided. In addition, no assurances can be given that vendors will not pursue legal means to collect past due balances owed. Any interruption of services or materials would likely have an adverse impact on our operations.

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

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

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

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

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

Our largest shareholder, GCA Strategic Investment Fund Limited (“GCA”), and its affiliates, own 17,421,861 shares, or approximately 15.9%, of our common stock outstanding as of December 31, 2015. Upon conversion of their Series A Convertible Preferred Stock, GCA and its affiliates could own up to 21,699,359 shares of our common stock, which would represent 19.0% of our outstanding shares of common stock on a pro forma basis as of December 31, 2015. If the shareholder sold a large number of shares of our common stock into the public market, it could have a negative impact on our stock price. In addition, as a result of the shareholder’s ownership in the Company, the shareholder is able to exercise significant influence on our business including influence over election of our Board of Directors and the authorization of other corporate actions requiring shareholder approval. In deciding on how to vote on certain proposals, our shareholders should be aware that GCA and its affiliates may have interests that are different from, or in addition to, the interests of our other shareholders.

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

As of March 25, 2016, there were 109,914,225 shares of common stock outstanding. If all preferred stock is converted to common stock, there will be 113,241,723 shares of common stock outstanding. As a result, a shareholder’s proportionate interest in the Company will be substantially diluted.

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

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

There is an extremely limited market for our common stock.

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

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

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

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

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

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

We are currently authorized to issue up to 250,000,000 shares of common stock, of which 109,914,225 shares are outstanding as of December 31, 2015, and up to 5,000,000 shares of preferred stock, of which 5,133 shares are outstanding as of December 31, 2015. We may need to raise additional capital in the future by issuing additional shares of common and/or preferred stock. If we determine, for any reason, that we need to raise capital, our Board of Directors generally has the authority, without action by or vote of the shareholders, to issue all or part of any authorized but unissued shares of stock for any corporate purpose, including issuance of equity-based incentives under or outside of our equity compensation plans. Additionally, we are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities.  Any issuance of additional shares of common stock or preferred stock will dilute the percentage ownership interest of our shareholders and may dilute the book value per share of our common stock.

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

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

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

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

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

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

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

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

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

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

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• Quarterly variations in operating results;

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

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

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

• Additions or departures of key personnel;

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

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

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

• Stock market price and volume fluctuations of publicly traded companies.

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

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

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

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

We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal control over financial reporting for our fiscal year ended December 31, 2015. Testing and maintaining internal control can divert our management’s attention from other matters that are important to our business. We expect to incur increased expense and to devote additional management resources to Section 404 compliance. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we conclude that our internal control over financial reporting is not effective, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or their effect on our operations since there is presently no precedent available by which to measure compliance adequacy. If we are unable to conclude that we have effective internal control over financial reporting then investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

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

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

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

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

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Corporate Office

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

Testing Facilities

We lease the land and buildings we use in our emissions testing and safety inspection stations in Atlanta, St. Louis and Salt Lake City. All of our facilities are believed to be in adequate condition for their intended purposes and adequately covered by property insurance. However, our workers’ compensation insurance lapsed during 2015 and was not in force as of December 31, 2015 or as of the filing date of this report.  The Company is therefore directly liable for any job related injuries involving its employees. The following table shows the store locations for our 22 stores as of December 31, 2015:

Location	Number of Stores
Georgia		20
Missouri		1
Utah		1
Total		22

Item 3. Legal Proceedings

In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. In the opinion of management, we are not currently involved in any legal proceedings which would have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

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

Market Information

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

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

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	High		Low
Fiscal year ended December 31, 2014:
First Quarter	$	0.009	$	0.007
Second Quarter	$	0.006	$	0.006
Third Quarter	$	0.003	$	0.003
Fourth Quarter	$	0.002	$	0.002
Fiscal year ended December 31, 2015:
First Quarter	$	0.003	$	0.002
Second Quarter	$	0.003	$	0.001
Third Quarter	$	0.002	$	0.001
Fourth Quarter	$	0.001	$	0.001
Fiscal year ended December 31, 2016:
First Quarter (Through March 25)	$	0.001	$	0.001

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

Holders

As of December 31, 2015 and March 25, 2016, there were 109,914,225shares of our common stock outstanding held by approximately 129 shareholders of record. As of December 31, 2015 and March 25, 2016, there were 5,133 shares of Series A Convertible Preferred Stock issued and outstanding and held of record by two shareholders.

Dividends

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

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

Securities Authorized for Issuance under Equity Compensation Plans

At our 2005 annual meeting, the shareholders approved the 2005 Omnibus Stock Grant and Option Plan (the “2005 Plan”), effective September 1, 2005. The 2005 Plan authorizes us to issue options for up to 250,000 shares of our common stock. For purposes of the 2005 Plan, each year of the plan commences on September 1. On September 1 of each new plan year, the number of shares available for issuance in the 2005 Plan was automatically adjusted to an amount equal to 10% of outstanding shares of common stock on August 31 of the immediately preceding plan year. On August 26, 2008, we amended and restated the 2005 Plan (“2005 Restated Plan”) to terminate this annual automatic adjustment provision. As a result of the previous automatic adjustments, there are 303,498 options available for issuance under the 2005 Restated Plan as of December 31, 2015. As of December 31, 2015, there were 5,000 options issued and outstanding under the 2005 Restated Plan at an exercise price of $1.00 per share.

At our 2006 annual meeting, the shareholders approved and adopted the 2006 Stock Grant and Option Plan (the “2006 Plan”), effective September 18, 2006. We may issue options for up to 2,000,000 shares of our common stock under the 2006 Plan. As of December 31, 2015, we have 54,000 options issued and outstanding under the 2006 Plan at an exercise price of $0.57 per share.

At our 2008 annual meeting, the shareholders approved and adopted the 2008 Stock Grant and Option Plan (the “2008 Plan”), effective May 19, 2008. We may issue options for up to 5,000,000 shares of our common stock under the 2008 Plan. As of December 31, 2015 we have no issued and outstanding options under the 2008 Plan.

As of December 31, 2015, the aggregate information with respect to our equity compensation plans is as follows:

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Plan Category	Number of Securities to be issued upon exercise of outstanding options (a)		Weighted-average exercise price of outstanding options (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		59,000	$	0.61		1,225,463
Equity compensation plans not approved by security holders		N/A		N/A		N/A
Total		59,000	$	0.61		1,225,463

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

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

Item 6. Selected Financial Data

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

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

Disclaimer Regarding Forward Looking Statements

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

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

Current Financial Position and Liquidity

Our revenues during the years ended December 31, 2015 and 2014 and to date in 2016 have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. We have experienced recurring net losses from operations, which have caused an accumulated deficit of $21,806,897 at December 31, 2015. We had a working capital deficit of approximately $1,430,000 at December 31, 2015 compared to a working capital deficit of approximately $1,042,000 at December 31, 2014. Our near-term liquidity and ability to remain in business is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to vendors and service providers. No assurances can be given that the Company will be able to achieve sufficient levels of revenues in the near-term to provide adequate levels of cash flow from operations. Should an increase in revenues not materialize, we will seek to further reduce operating costs to bring them in line with reduced revenue levels. Should we be unable to achieve near-term profitability and generate sufficient cash flow from operations, and if we are unable to sufficiently reduce operating costs, we would need to raise additional capital or increase our borrowings, or we would go out of business. We currently have very limited access to capital, including the public and private placement of equity securities and additional debt financing. No assurances can be given that additional capital or borrowings would be available to allow us to continue as a going concern. (See Note 1 to the Consolidated Financial Statements).

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

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

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

On May 30, 2014, the Company entered into a Repayment Agreement TVT, pursuant to which the Company agreed to repay TVT $75,000 from a loan made by TVT to the Company, plus a fixed fee which the Company will record as interest expense, for a total amount of $112,425 by October 27, 2014.  Under the terms of the Repayment Agreement, TVT is authorized to make daily bank debits of $1,099 on each available banking day during the term of the Repayment Agreement which represents a fee rate of 49.9%.  On September 16, 2014, the Company re-negotiated its Repayment Agreement with TVT to obtain additional funding totaling $67,077.  Under the terms of the amended Repayment Agreement, the Company agreed to repay the remaining balance from the June 3, 2014 funding, plus the current funding, for a total of $100,000, plus a fixed fee which the Company will record as interest expense, representing a total amount of $149,000 by April 16, 2015.  Under the terms of the amended Repayment Agreement, TVT is authorized to make daily bank debits of $1,199 on each available banking day during the term of the Repayment Agreement which represents a fee rate of 49.0%. The Company repaid the remaining balance on May 1, 2015 and, as a result, there was no outstanding balance as of December 31, 2015. The agreement had a balance due of $37,894 on December 31, 2014.

On October 24, 2014, the Company entered into a Merchant Agreement with EN, pursuant to which the Company agreed to repay EN $50,000 from a loan made by EN to the Company, plus a fixed fee which the Company will record as interest expense, for a total amount of $72,000 by March 2, 2015.  Under the terms of the Merchant Agreement, EN is authorized to make daily bank debits of $1,000 on each available banking day during the term of the Merchant Agreement which represents a fee rate of 44.0%.  The Company repaid the remaining balance on March 2, 2015 and, as a result, there was no outstanding balance as of December 31, 2015. The agreement had a balance due of $21,528 on December 31, 2014.

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

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On November 18, 2014, the Company entered into a revenue based Factoring Agreement with SP pursuant to which the Company agreed to repay SP $35,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $43,750 by February 9, 2015.  Under the terms of the Factoring Agreement, SP is authorized to make daily bank debits of $875 on each available banking day during the term of the Factoring Agreement which represents a fee rate of 25.0%.  The Company repaid the remaining balance on January 22, 2015 and, as a result, there was no outstanding balance of December 31, 2015. The agreement had a balance due of $18,200 on December 31, 2014.

On January 19, 2015, the Company entered into another revenue-based factoring agreement SP, pursuant to which the Company agreed to repay SP $60,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $75,000 by May 1, 2015.  Under the terms of the agreement, SP was authorized to make daily bank debits of $1,169 on each available banking day during the term of the agreement which represented a fee rate of 25.0%.  The Company repaid the remaining balance on June 16, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

On March 6, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $60,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $76,800 by June 16, 2015.  Under the terms of the agreement, SP was authorized to make daily bank debits of $1,169 on each available banking day during the term of the agreement which represented a fee rate of 28.0%.  The Company repaid the remaining balance on June 16, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

On April 16, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $75,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $104,175 by October 19, 2015.  Under the terms of the agreement, SP is authorized to make daily bank debits of $827 on each available banking day during the term of the agreement which represents a fee rate of 38.9%.  On August 21, 2015, the Company renegotiated its payment terms with SP reducing the daily payment from $827 to $500 and extending the due date from October 19, 2015 to November 27, 2015.  The Company repaid the remaining balance on October 12, 2015 and, as a result, there was no outstanding balance of December 31, 2015.

On April 16, 2015, the Company entered into a revolving loan agreement with CB, pursuant to which the Company initially borrowed $17,000 from CB.  Under the terms of the revolving loan agreement, the Company agreed to repay the initial loan, plus interest, for a total amount of $18,955 by October 15, 2015.  The Company made the required six monthly payments, as required, by the October 15, 2015 due date.  As the Company repays the initial loan, it can and has borrowed new funds which created new six-month payment cycles on the previously outstanding principal plus the new funds borrowed.  At their sole discretion, CB can increase the maximum availability under the revolving loan agreement above the $17,000 amount established upon the execution of the revolving loan agreement.  Effective October 28, 2015, CB increased our borrowing limit to $27,300.  Our credit limit with TCA was $1,300,000.  At March 25, 2016, the outstanding balance on our revolving loan facility with CB was approximately $20,000 and our cash balances were approximately $19,000.

On June 8, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $250,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $337,500 by April 14, 2016.  A portion of the proceeds were used to pay off the March 6, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $1,600 on each available banking day during the term of the agreement which represents a fee rate of 34.8%.  The agreement had a balance due of $90,160 on December 31, 2015.

On October 12, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $75,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $101,250 by August 22, 2016.  A portion of the proceeds were used to pay off the April 16, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $469 on each available banking day during the term of the agreement which represents a fee rate of 35.0%.  The agreement had a balance due of $57,282 on December 31, 2015.

Overview

As of December 31, 2015 we operated 22 vehicle emissions testing and safety inspection stations and three mobile units in three separate markets, Atlanta, Georgia; St. Louis, Missouri; and Salt Lake City, Utah.

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

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

Results of Operations

Year ended December 31, 2015 compared to the year ended December 31, 2014

Our revenue, cost of emission certificates (our cost of goods sold), store operating expenses, general and administrative expenses, gain from disposal of non-strategic assets and operating loss for the year ended December 31, 2015 as compared to the comparable year ended December 31, 2014 were as follows:

	Year Ended December 31,
	2015			2014			Percentage Change
Revenue	$	3,266,022		$	5,578,693			(41.5	)%
Cost of emission certificates		596,030			1,041,149			(42.8	)%
Store operating expenses		2,168,777			4,034,821			(46.2	)%
General and administrative expenses		783,211			1,024,874			(23.6	)%
Loss (gain) from disposal of non-strategic assets		286			(789,166	)		(100.0	)%
Goodwill impairment expense		-			723,073			(100.0	)%
Operating loss	$	(282,282	)	$	(456,058	)		(38.1	)%

Revenue. For the year ended December 31, 2015, revenue decreased $2,312,671 or 41.5% to $3,266,022 compared to $5,578,693 in the prior year. The decrease in revenue was primarily due to the sale of 11 stores during 2014, the closing of another 10 stores during 2014 and the closing of a single store in January 2015.  The combined sale and closing of these 22 stores resulted in a decrease of $2,273,563 in revenue from 2014 to 2015.  The remainder of the decrease in revenue over the comparable period was due to a decrease in same store revenue of $39,108 or 1.2% during the twelve months ended December 31, 2015.

Cost of emission certificates. Cost of emission certificates decreased $445,119 or 42.8% to $596,030 in the year ended December 31, 2015 and was 18.2% of revenue, compared to $1,041,149 and 18.7% of revenue during 2014. The aggregate decrease in the cost of emission certificates over the comparable period was due primarily to the previously described sale and closing of 22 stores during 2014 and early 2015.

Store operating expenses. Our store operating expenses decreased $1,866,044 or 46.2% to $2,168,777 for the year ended December 31, 2015 and was 66.4% of revenue, compared to $4,034,821 or 72.3% of revenue during 2014. The decrease in store operating expenses was primarily due to the sale of 11 stores during 2014, the closing of another 10 stores during 2014 and the closing of a single store in January 2015.  The combined sale and closing of these 22 stores resulted in a decrease of $1,618,292 in store operating expenses from 2014 to 2015.  The remainder of the decrease in store operating expenses over the comparable period was due to a decrease in same store operating expenses of $247,752 or 10.5% during the twelve months ended December 31, 2015.  Same store operating expenses decreased during the twelve months ended December 31, 2015 primarily due to declines in wages of $134,411, insurance expenses of $24,127, bonus expenses of $22,007, and depreciation expense of $17,636.

General and administrative expenses. For the year ended December 31, 2015, our general and administrative expenses decreased $241,663 or 23.6% to $783,211 from $1,024,874 in 2014. The decrease in general and administrative expenses during the twelve month period ending December 31, 2015 was primarily due to decrease of $124,040 in employee compensation, decrease of $57,001 in finance charges, decrease of $33,127 in shareholder related expenses, and decrease of $29,350 in rent on the corporate office.

Loss/Gain from disposal of non-strategic assets. For the year ended December 31, 2015, we recognized a loss of $286 from the disposal of non-strategic assets, compared to a gain of $789,166 from the disposal of non-strategic assets in the year ended December 31, 2014. The significant decrease in this figure from 2014 to 2015 was primarily due to the sale of assets associated with 11 stores during 2014, while during 2015 we did not sell any stores.

Goodwill impairment expense. We determined that goodwill recorded from the acquisition of the following business was impaired as of December 31, 2014.  We determined that goodwill was not impaired as of December 31, 2015.

22

2014 Goodwill Impairment:

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

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

Operating loss. Our operating loss decreased by $173,776 or 38.1% to $282,282 in the year ended December 31, 2015 compared to an operating loss of $456,058 in the year ended December 31, 2014.  The year over year decrease in our operating loss was primarily due to a decrease in revenue in the amount of $2,311,163 and the decrease of $241,663 in general and administrative expenses during the twelve months ended December 31, 2015, due to the fact that we closed multiple stores and sold multiple stores in 2014, partially offset by a decrease in the gain from disposal of non-strategic assets in the amount of $788,880.

Interest income, interest expense and net loss and basic and diluted loss per share. Our interest income, interest expense, net loss and basic and diluted loss per share for the year ended December 31, 2015, as compared to the year ended December 31, 2014, were as follows:

	2015			2014
Operating loss	$	(282,282	)	$	(456,058	)
Interest income		3,020			4,115
Interest expense		(209,732	)		(321,237	)
Net loss	$	(488,994	)	$	(773,180	)
Basic and diluted net loss per share	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding, basic and diluted		109,091,759			85,845,293

The decrease of $111,505 in interest expense during 2015 compared to 2014 was primarily the result amortization of $89,962 of loan origination costs associated with the TCA line of credit recorded in the twelve months ended December, 2014.

Net loss and basic and diluted net loss per share. Our net loss decreased by $284,186 from $773,180 in 2014 to $488,994 in 2015. Our basic and diluted net loss per share in the years ended December 31, 2015 and 2014 was $0.00 and $0.01, respectively.

Liquidity and Capital Resources

Introduction

Net loss for the year ended December 31, 2015 was $488,994 or ($0.00) per share, compared to a net loss of $773,180 or ($0.01) per share for the year ended December 31, 2014. Revenues for the year ended December 31, 2015 decreased $2,312,671, or 41.5%, to $3,266,022 from $5,578,693 in the year ended December 31, 2014. As of December 31, 2015, we had cash on hand of $0, a working capital deficit of $1,429,910, an accumulated deficit of $21,806,897 and total shareholders’ deficit of $5,535,127.

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

23

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

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

On April 16, 2015, the Company entered into a revolving loan agreement with CB, pursuant to which the Company initially borrowed $17,000 from CB.  Under the terms of the revolving loan agreement, the Company agreed to repay the initial loan, plus interest, for a total amount of $18,955 by October 15, 2015.  The Company made the required six monthly payments, as required, by the October 15, 2015 due date.  As the Company repays the initial loan, it can and has borrowed new funds which created new six-month payment cycles on the previously outstanding principal plus the new funds borrowed.  At their sole discretion, CB can increase the maximum availability under the revolving loan agreement above the $17,000 amount established upon the execution of the revolving loan agreement.  Effective October 28, 2015, CB increased our borrowing limit to $27,300.  Our credit limit with TCA was $1,300,000.  At March 25, 2016, the outstanding balance on our revolving loan facility with CB was approximately $20,000 and our cash balances were approximately $19,000.

During 2014, we sold the assets comprising six of our Houston, Texas stores for a combined amount of $220,000, consisting of $152,500 in cash and a note receivable for $67,500.  The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest.  This note was paid in full during the year ended December 31, 2015.

On December 5, 2014, we sold the assets comprising five of our Salt Lake City, Utah stores for $1,350,000 in cash.  After accounting for the sale of these five emissions testing centers and the closing of another store in January 2015, we now operate, as of March 25, 2016, 22 emission testing centers in Atlanta, Georgia, St. Louis, Missouri and Salt Lake City, Utah metropolitan areas, plus three mobile testing units in the Atlanta, Georgia area.

Our cash, current assets, total assets, current liabilities, total liabilities, Series A convertible preferred stock and total shareholders’ equity as of December 31, 2015 as compared to December 31, 2014 were as follows:

	As of December 31, 2015		As of December 31, 2014		Change
Cash	$	-	$	21,729	$	(21,729	)
Total current assets		99,171		158,436		(59,265	)
Total assets		618,879		828,446		(209,567	)
Total current liabilities		1,529,881		1,200,188		329,693
Total liabilities		1,574,660		1,296,183		278,477
Series A convertible preferred stock		4,579,346		4,579,346		—
Total shareholders’ deficit		5,535,127		5,047,083		(488,044	)

For the year ended December 31, 2015, our net cash used in operating activities was $82,682, as compared to net cash used in operating activities of $878,249 for the year ended December 31, 2014. Negative operating cash flows during 2015 were primarily created by a $488,994 operating loss partially offset by a $279,132 increase in accounts payable and accrued liabilities, depreciation and amortization of $73,311 and a $49,550 decrease in other current assets.

24

Negative operating cash flows during 2014 were primarily created by a net loss of $773,180, a gain on the disposal of assets of $789,166 and a decrease in accounts payable and accrued liabilities of $415,849. Offsetting the negative operating cash flows was a goodwill impairment expense of $723,073 plus depreciation and amortization of $256,534.  Depreciation and amortization includes $99,958 representing amortization of loan origination costs associated with the TCA line of credit.

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

As of December 31, 2015, we had a shareholders’ deficit of $5,535,127 compared to shareholders’ deficit of $5,047,083 at December 31, 2014. The shareholders’ deficit mainly resulted from our history of net operating losses.

Sources and Uses of Cash

Net cash provided by investing activities was $31,392 for the year ended December 31, 2015. The net cash provided by investing activities during 2015 was primarily the result of $43,967 in proceeds from notes receivable partially offset by $16,075 used to purchase property and equipment.

Net cash provided by investing activities was $1,572,030 for the year ended December 31, 2014.  Our primary source of investment capital during 2014 was $1,350,000 received in the sale of five of our Utah stores and $152,500 received for the sale of six Texas stores.

Net cash provided by financing activities was $29,561 for the year ended December 31, 2015, compared to net cash used in financing activities was $737,906 for the year ended December 31, 2014.  Net cash provided by financing activities during 2015 consisted of net proceeds of $36,487 from notes payable plus net proceeds of $26,592 from our line of credit partially offset by principal payments of $23,226 and $10,292 on capital leases and equipment financing obligations, respectively.

Net cash used in financing activities during 2014 included proceeds of $949,226 from the line of credit, payments of $1,888,471 on the line of credit, $166,122 in payments on short term notes payable and $100,000 used to repurchase 2,074,689 shares of our common stock.  These payments were partially offset by $297,077 in proceeds from notes payable and $213,848 in stock issued for debt.

Critical Accounting Policies

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

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

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

Deferred Tax Asset Valuation Allowance – Deferred tax assets are recognized for deductible temporary differences, net operating loss carry-forwards and tax credit carry-forwards, if it is more likely than not that the tax benefits will be realized. Realization of our deferred tax assets is dependent upon generating sufficient future taxable income prior to the expiration of the loss and tax credit carry-forwards. The valuation allowance increased $172,000 in the year ended December 31, 2015. At December 31, 2015 and at December 31, 2014, net deferred tax assets of $6,942,000 and $6,770,000, respectively, were fully reserved by a valuation allowance.

25

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Shareholders’ Deficit	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

SpeedEmissions, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of SpeedEmissions, Inc. and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 the Company as of December 31, 2015 and 2014, and the results of its operations and  cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

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

Atlanta, Georgia

March 30, 2016

F-1

Speedemissions, Inc. and Subsidiaries

Consolidated Balance Sheets

as of December 31,

	2015			2014
Assets
Current assets:
Cash	$	-		$	21,729
Note receivable – current portion		56,200			41,679
Certificate and merchandise inventory		9,476			11,183
Other current assets		34,295			83,845
Total current assets		99,971			158,436
Note receivable, net of current portion		-			52,974
Property and equipment, net		92,933			156,451
Goodwill		390,985			390,985
Other assets		34,990			69,600
Total assets	$	618,879		$	828,446
Liabilities and Shareholders’ Deficit
Current liabilities:
Line of credit	$	26,592		$	-
Notes payable		227,442			190,956
Accounts payable		744,827			696,192
Accrued liabilities		501,332			270,835
Current portion - capitalized lease obligations		27,326			25,845
Current portion - equipment financing obligations		-			10,292
Current portion - deferred rent		2,362			6,068
Total current liabilities		1,529,881			1,200,188
Capitalized lease obligations, net of current portion		10,688			35,396
Deferred rent		34,091			45,890
Other long term liabilities		-			14,709
Total liabilities		1,574,660			1,296,183
Commitments and contingencies
Series A convertible redeemable preferred stock, $.001 par value, 5,000,000 shares authorized, 5,133 shares issued and outstanding; liquidation preference: $5,133,000		4,579,346			4,579,346
Shareholders’ deficit:
Common stock, $.001 par value, 250,000,000 shares authorized, 111,988,914 issued  with 109,914,225 shares outstanding at December 31, 2015 and 111,038,914 issued  with 108,964,225 outstanding at December 31,2014		111,919			110,969
Additional paid-in capital		16,259,851			16,259,851
Treasury stock at cost, (2,074,689 shares)		(100,000	)		(100,000	)
Accumulated deficit		(21,806,897	)		(21,317,903	)
Total shareholders’ deficit		(5,535,127	)		(5,047,083	)
Total liabilities and shareholders’ deficit	$	618,879		$	828,446

See accompanying notes to consolidated financial statements.

F-2

Speedemissions, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31,

	2015			2014
Revenue	$	3,266,022		$	5,578,693
Costs of revenue:
Cost of emissions certificates		596,030			1,041,149
Store operating expenses		2,168,777			4,034,821
General and administrative expenses		783,211			1,024,874
Loss (gain) from disposal of non-strategic assets		286			(789,166	)
Goodwill impairment expense		-			723,073
Operating loss		(282,282	)		(456,058	)
Interest income (expense)
Interest income		3,020			4,115
Interest expense		(209,732	)		(321,237	)
Interest, net		(206,712	)		(317,122	)
Net loss	$	(488,994	)	$	(773,180	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding, basic and diluted		109,091,759			85,845,293

See accompanying notes to consolidated financial statements.

F-3

Speedemissions, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Deficit

For the Years Ended December 31, 2014 and 2013

	Common Stock Outstanding					Additional Paid-In- Capital					Accumulated Deficit			Total
	Shares			Amount				Treasury Stock
Balance at December 31, 2013		39,315,855		$	39,246	$	16,057,776	$	—		$	(20,544,723	)	$	(4,447,701	)
Issuance of common stock for services		12,625,000			12,625		47,325		—			—			59,950
Issuance of common stock for debt		59,098,059			59,098		154,750		—			—			213,848
Purchase common stock for treasury		(2,074,689	)		—		—		(100,000	)		—			(100,000	)
Net loss		—			—		—		—			(773,180	)		(773,180	)
Balance at December 31, 2014		108,964,225		$	110,969	$	16,259,851	$	(100,000	)	$	(21,317,903	)	$	(5,047,083	)
Issuance of common stock for services		950,000			950		-		—			—			950
Net loss		—			—		—		—			(488,994	)		(488,994	)
Balance at December 31, 2015		109,914,225		$	111,919	$	16,259,851	$	(100,000	)	$	(21,806,897	)	$	(5,535,127	)

See accompanying notes to consolidated financial statements.

F-4

Speedemissions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31,

	2015			2014
Operating activities:
Net loss	$	(488,994	)	$	(773,180	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		73,311			256,534
Goodwill impairment expense		-			723,073
Loss (gain) from disposal of non-strategic assets		286			(789,166	)
Stock issued for services		950			43,750
Share based compensation including director stock awards		-			16,200
Changes in operating assets and liabilities:
Certificate and merchandise inventory		1,707			17,416
Other current assets		49,550			57,031
Other assets		31,590			38,782
Accounts payable and accrued liabilities		279,132			(415,849	)
Other liabilities		(30,214	)		(52,840	)
Net cash used in operating activities		(82,682	)		(878,249	)
Cash flows from investing activities:
Purchases of property and equipment		(16,075	)		(6,179	)
Proceeds from note receivable		43,967			69,821
Proceeds from asset sales		3,500			1,508,388
Net cash provided by investing activities		31,392			1,572,030
Cash flows from financing activities:
Stock issued for debt		-			213,848
Repurchase common stock		-			(100,000	)
Proceeds from line of credit		57,000			949,226
Payments on  line of credit		(30,408	)		(1,888,471	)
Proceeds from notes payable		503,047			297,077
Payments on  notes payable		(466,560	)		(166,122	)
Payments on equipment financing obligations		(10,292	)		(13,655	)
Payments on capitalized leases		(23,226	)		(29,809	)
Net cash provided by (used in)  financing activities		29,561			(737,906	)
Net decrease in cash		(21,729	)		(44,125	)
Cash at beginning of year		21,729			65,854
Cash at end of year	$	-		$	21,729
Supplemental Information:
Cash paid during the period for interest	$	209,732		$	221,278
Non-cash transaction:
Proceeds from capital leases	$	13,950		$	-
Notes receivable from the disposal of assets	$	2,496		$	72,750

See accompanying notes to consolidated financial statements.

F-5

Speedemissions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

Note 1. Going Concern

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

Speedemissions, Inc. (“Speedemissions” or the “Company”) has experienced recurring net losses which have caused an accumulated deficit of $21,806,897 at December 31, 2015. We had a working capital deficit of $1,429,910 at December 31, 2015 compared to a working capital deficit of $1,041,752 at December 31, 2014.

Our revenues for the fiscal years ended December 31, 2015 and 2014, as well as revenues for 2016 to date, were below our expectations and internal forecasts primarily as a result of fewer vehicle emissions tests and safety inspections being performed at our stores.

Our revenues for the year ended December 31, 2015 and to date during 2016 have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. Our near term liquidity and ability to continue as a going concern is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to vendors and service providers. No assurances may be given that the Company will be able to achieve sufficient levels of revenues in the near term to provide adequate levels of cash flow from operations. Should an increase in revenues not materialize, we will seek to further reduce operating costs to bring them in line with reduced revenue levels. If the Company is unable to achieve near term profitability and generate sufficient cash flow from operations, and if the Company is unable to sufficiently reduce operating costs, we would need to raise additional capital or obtain additional borrowings. We currently have very limited access to capital, including the public and private placement of equity securities and additional debt financing. No assurances can be given that additional capital or borrowings would be available to allow us to continue as a going concern. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

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

On April 16, 2015, the Company entered into a revolving loan agreement with Celtic Bank (“CB”), pursuant to which the Company initially borrowed $17,000 from CB.  Under the terms of the revolving loan agreement, the Company agreed to repay the initial loan, plus interest, for a total amount of $18,955 by October 15, 2015.  The Company made the required six monthly payments, as required, by the October 15, 2015 due date.  As the Company repays the initial loan, it can and has borrowed new funds which created new six-month payment cycles on the previously outstanding principal plus the new funds borrowed.  At their sole discretion, CB can increase the maximum availability under the revolving loan agreement above the $17,000 amount established upon the execution of the revolving loan agreement.  Effective October 28, 2015, CB increased our borrowing limit to $27,300.  Our credit limit with TCA was $1,300,000.  At March 25, 2016, the outstanding balance on our revolving loan facility with CB was approximately $20,000 and our cash balances were approximately $19,000.

During the prior several years, we made reductions in employee headcount, the number of stores, same store operating expenses, corporate overhead and other operating expenses. At December 31, 2015, our primary source of liquidity for cash flows was cash received from our store operations. We are dependent on our revenues in the very near term to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to landlords, vendors and service providers. No assurances may be given that the cash received from our store operations will be sufficient to cover our ongoing operating expenses. If the cash received from our store operations is not sufficient, we would need to obtain additional credit facilities or raise additional capital to continue as a going concern and to execute our business plan. There is no assurance that such financing or capital would be available or, if available, that we would be able to complete financing or a capital raise on satisfactory terms.

F-6

Our revenues during the years ended December 2015 and 2014, as well as to date in 2016, have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. During the year ended December 31, 2015 and 2014, as well as to date in 2016, due to insufficient cash flow from operations and borrowing limitations under our line of credit facility, we have been extending landlords and vendors beyond normal payment terms. Until such vendors are paid within normal payment terms, no assurances can be given that required services and materials needed to support operations will continue to be provided. In addition, no assurances can be given that vendors will not pursue legal means to collect past due balances owed. Any interruption of services or materials would likely have an adverse impact on our operations and could impact our ability to continue as a going concern.

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

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

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

Since April 1, 2015 and continuing to the date of this report, we have been unable to make all required payments to the federal government for payroll taxes withheld from employee paychecks and the associated matching employer payroll taxes. We also are in arrears during the same period to the state of Georgia for income taxes withheld from employee paychecks and sales taxes.  As of December 31, 2015, we owed approximately $250,000 and $29,000 to the federal and Georgia state governments, respectively.  As of March 25, 2016, we owed approximately $295,000 and $27,000 to the federal and Georgia state governments, respectively.  We proposed a payment plan to the federal government and made $10,000 payments on September 30, 2015, October 29, 2015 and January 12, 2016, but we have not reached an agreed payment schedule as of the date of this report.  We reached a payment agreement with the state of Georgia for the quarter ended June 30, 2015, which required four monthly payments of approximately $5,000 each. All payments were made in accordance with the payment agreement.  We were required to pay the state of Georgia for withholding taxes for the quarter ended September 30, 2015, in the approximate amount of $14,500, by October 31, 2015.  As of the date of this report, we have been unable to make this payment to the state of Georgia and are subject to late payment penalties, in addition to interest until the delinquent taxes are paid.  We were able to timely make payment to the state of Georgia for the quarter ended December 31, 2015.

F-7

Note 2: Nature of Operations

Description of Business

The Company performs vehicle emissions testing and safety inspections in certain cities in which vehicle emissions testing is mandated by the Environmental Protection Agency (“EPA”). The federal government and a number of state and local governments in the United States mandate vehicle emissions testing as a method of improving air quality. As of December 31, 2015, the Company operated 22 vehicle emissions testing and safety inspection stations under the trade names of Speedemissions and Auto Emissions Express (Atlanta, Georgia and St. Louis, Missouri); and Just Emissions (Salt Lake City, Utah). The Company also operates three mobile testing units in the Atlanta, Georgia area. The Company manages its operations based on these four regions and has one reportable segment.

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

Note 3: Significant Accounting Policies

Basis of Presentation

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

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

Consolidation

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

Use of Estimates

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

Revenue Recognition

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

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

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

Inventories

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

Property and Equipment

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

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

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

F-8

Impairment of Long-Lived Assets

Property and Equipment

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

Goodwill

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

Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. In evaluating the goodwill on our balance sheet for impairment at December 31, 2015, we first assessed qualitative factors to determine whether it is more likely than not that the fair value of our acquired assets is less than the carrying amount of the acquired assets, as allowed under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. We then utilized a discounted cash flow analysis to determine a reporting unit’s fair value. The methodology used in estimating discounted cash flows is inherently complex and involves significant management assumptions, including expected revenue growth and increases in expenses, to determine an appropriate discount rate and cash flows. Using discount rates for each reporting unit that were determined based on available market data and estimating cash flows for each reporting unit, our goodwill was not impaired during 2015 or as of December 31, 2015. Estimated cash flows extend into the future and, by their nature, are difficult to determine over an extended timeframe. Factors that have and may significantly affect the estimates, and ultimately their carrying amount in our financials, include, among others, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures and technology, government regulation and changes in discount rates or market sector conditions. Significant changes in these assumptions could affect the Company’s need to record additional impairment charges.

Income Taxes

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

General and Administrative

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

Fair Value of Financial Instruments

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

Net Loss per Common Share

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

Share-Based Compensation

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

F-9

Recently Issued Accounting Pronouncements

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

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

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

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, FASB Accounting Standards Codification Topic 842, Leases.  In summary, Topic 842 requires organizations that lease assets, referred to as “lessees”, to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The amendments in ASU 2016-02 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Therefore, the amendments in ASU 2016-02 will become effective for the Company at the beginning of its 2019 fiscal year. The Company is currently assessing the impact of implementing the new guidance on its financial statements.

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

Note 4: Notes Receivable

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

Under the provisions of the settlement agreement, the Company will receive the sum of $125,000 payable in monthly installments of $1,000 per month for 72 months. The balance of $53,000 will be due and payable to the Company on June 1, 2016. The note receivable is collateralized by a second lien on property owned by the former manager. The note receivable and gain from the settlement was computed and recorded at its present value of $106,881 using an interest rate equal to prime rate plus 0.5%, which was 3.75%, which approximates rates offered in the market for notes receivable with similar terms and conditions. The Company recognized a gain from the legal settlement in the amount of $106,881 during 2010.

During 2014, we sold the assets comprising six of our Houston, Texas stores for a combined amount of $220,000, consisting of $152,500 in cash and notes receivable for $67,500.  The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest.The notewas paid in full during the year ended December 31, 2015.

During 2015, we sold equipment for $2,000 in cash plus a note receivable of $2,496.  The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest. The note was paid in full in January 2016.

The balance of notes receivable was $56,200 and $94,653 at December 31, 2015 and 2014, respectively.

F-10

Note 5: Property and Equipment

Property and equipment at December 31, 2015 and 2014 were as follows:

	2015		2014
Buildings	$	30,754	$	30,754
Emissions testing equipment		947,493		957,035
Furniture, fixtures and office equipment		56,326		56,326
Vehicles		19,356		26,827
Leasehold improvements		158,757		158,757
		1,212,686		1,229,699
Less accumulated amortization and depreciation		1,119,753		1,073,248
	$	92,933	$	156,451

Note 6: Goodwill

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

At December 31, 2015 and 2014, we compared the fair value of the individual reporting units for which the goodwill relates to their respective carrying amounts, including goodwill. In the opinion of management, goodwill was impaired as of December 31, 2014 but not as of December 31, 2015.  The 2014 impairment related to the goodwill recorded from the acquisition of the six stores from Just, Inc. in September 2005, the acquisition of the five stores from AEE in November 2012 and the acquisition of the seven stores from AEE in December 2013.

The following schedule presents the valuation of goodwill as of December 31, 2015:

December 31, 2013	$	1,808,731
Just, Inc. goodwill impairment (six stores)		(365.378	)
Just, Inc sale of five of six stores		(694,673	)
Auto Emissions Express goodwill impairment (five stores)		(61,091	)
Auto Emissions Express goodwill impairment (seven stores)		(296,604	)
December 31, 2014 and 2015	$	390,985

Note 7: Accrued Liabilities

Accrued liabilities at December 31, 2015 and 2014 were as follows:

	2015		2014
Professional fees	$	61,758	$	86,640
Accrued payroll		298,698		42,459
Accrued property taxes		39,838		79,585
Other		101,038		62,151
	$	501,332	$	270,835

Note 8: Equipment Financing Agreements

On July 30, 2013, the Company entered into a 24-month equipment financing agreement with a financing company in the amount of $25,589. The financing agreement is secured by the equipment. The financing agreement bears interest at 30.5% per annum.  This agreement was paid off during 2015.

Equipment financing agreements at December 31 consisted of the following:

F-11

	2015		2014
Equipment financing agreements	$	-	$	10,292
Less current portion		-		10,292
Long-term portion	$	-	$	-

There are no future minimum debt payments required under non-cancelable equipment financing agreements  at December 31, 2015:

Note 9: Notes Payable

Bridge Note Agreement

On November 11, 2010, the Company entered into a $55,000 bridge note agreement (the “Note”) with an affiliate, GCA Strategic Investment Fund, Limited (“GCA”). The funds received from the Note were used for general working capital purposes. The Note bore 0% interest and was due in full on November 11, 2012. The Note is subject to mandatory prepayment upon a change of control, as defined in the Note. In consideration for the receipt of the Note, the Company issued GCA 4,000,000 warrants to purchase the Company’s common stock at $0.50 per share.  On April 15, 2011, the Board of Directors of the Company and GCA agreed to amend GCA’s 4,000,000 warrants whereby the exercise price of the warrants would be reduced to $0.016 from $0.50. The closing price of the Company’s common stock was $0.013 on April 14, 2011.  The warrants were exercised on April 18, 2011 at the reduced exercise price of $0.016 per share. The Note was extended on November 6, 2012, establishing a new maturity date of November 6, 2013, and a maturity value of $60,000.  The Note was extended again on November 6, 2013, establishing a new maturity date of November 6, 2014. In consideration for the 2014 date extension, the Company issued 800,000 shares of its common stock to GCA on August 14, 2014 and expensed the agreed value of the shares, or $20,000, during the quarter ended September 30, 2014. The Note had a balance due of $60,000 on December 31, 2015 and on December 31, 2014.

Promissory Note Agreements

On May 29, 2014, the Company entered into a promissory note agreement with Thomas Chorba, pursuant to which Thomas Chorba loaned the Company $50,000 for working capital purposes. Under the terms of the promissory note, the Company agreed to repay the loan, plus interest, for a total amount of $56,000 by December 31, 2015.  Under the terms of the note, the Company will make 18 monthly payments of $3,111 each which yields an effective annual interest rate of 7.9%.  The Company repaid the remaining balance on December 1, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

On November 5, 2014, the Company entered into a promissory note agreement with Dianna Parlontieri, wife of the Company’s President, Chief Executive Officer and Chief Financial Officer, pursuant to which Mrs. Parlontieri loaned the Company $20,000 for working capital purposes. Under the terms of the promissory note, the Company agreed to repay the loan, plus interest, for a total amount of $20,400 by December 15, 2014.  Because the Company did not repay the loan in full by December 15, 2014, the Company is required to repay $1,700 on the 15th of each month, starting December 15, 2014, until the loan is re-paid in full.  If any of the monthly payments are not paid on the respective due date then the monthly payment amount is subject to a default interest rate of 10% per annum.  The Company is currently in default of the terms of this promissory note as it did not make the required repayment on December 15, 2014 and has not made any of the required monthly payments as of the date of this report.  The Note had a balance due of $20,000 on December 31, 2015 and 2014.

Daily Payment Note Agreements

On May 30, 2014, the Company entered into a repayment agreement with TVT, pursuant to which the Company agreed to repay TVT $75,000 from a loan made by TVT to the Company, plus a fixed fee which the Company recorded as interest expense, for a total amount of $112,425 by October 27, 2014.  Under the terms of the agreement, TVT was authorized to make daily bank debits of $1,099 on each available banking day during the term of the agreement which represented a fee rate of 49.9%.  On September 16, 2014, the Company re-negotiated its agreement with TVT to obtain additional funding totaling $67,077.  Under the terms of the amended agreement, the Company agreed to repay the remaining balance from the June 3, 2014 funding, plus the current funding, for a total of $100,000, plus a fixed fee which the Company recorded as interest expense, representing a total amount of $149,000 by April 30, 2015. Under the terms of the amended agreement, TVT was authorized to make daily bank debits of $1,199 on each available banking day during the term of the agreement. The Company repaid the remaining balance on May 1, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

On October 24, 2014, the Company entered into a merchant sales agreement with EN, pursuant to which the Company agreed to repay EN $50,000 from a loan made by EN to the Company, plus a fixed fee which the Company recorded as interest expense, for a total amount of $72,000 by March 2, 2015. Under the terms of the agreement, EN was authorized to make daily bank debits of $1,000 on each available banking day during the term of the agreement which represented a fee rate of 44.0%. The Company repaid the remaining balance on March 2, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

F-12

On November 18, 2014, the Company entered into a revenue-based factoring agreement with Samson Partners, LLC (“SP”), pursuant to which the Company agreed to repay SP $35,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $43,750 by February 9, 2015.  Under the terms of the agreement, SP was authorized to make daily bank debits of $875 on each available banking day during the term of the agreement which represented a fee rate of 25.0%. The Company repaid the remaining balance on January 22, 2015 and, as a result, there was no outstanding balance of December 31, 2015.

On January 19, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $60,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $75,000 by May 1, 2015.  Under the terms of the agreement, SP was authorized to make daily bank debits of $1,169 on each available banking day during the term of the agreement which represented a fee rate of 25.0%.  The Company repaid the remaining balance on June 16, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

On March 6, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $60,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $76,800 by June 16, 2015.  Under the terms of the agreement, SP was authorized to make daily bank debits of $1,169 on each available banking day during the term of the agreement which represented a fee rate of 28.0%.  The Company repaid the remaining balance on June 16, 2015 and, as a result, there was no outstanding balance as of December 31, 2015.

On April 16, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $75,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $104,175 by October 19, 2015.  Under the terms of the agreement, SP is authorized to make daily bank debits of $827 on each available banking day during the term of the agreement which represents a fee rate of 38.9%.  On August 21, 2015, the Company renegotiated its payment terms with SP reducing the daily payment from $827 to $500 and extending the due date from October 19, 2015 to November 27, 2015.  The Company repaid the remaining balance on October 12, 2015 and, as a result, there was no outstanding balance of December 31, 2015.

On June 8, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $250,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $337,500 by April 14, 2016.  A portion of the proceeds were used to pay off the March 6, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $1,600 on each available banking day during the term of the agreement which represents a fee rate of 34.8%.  The agreement had a balance due of $90,160 on December 31, 2015.

On October 12, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $75,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $101,250 by August 22, 2016.  A portion of the proceeds were used to pay off the April 16, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $469 on each available banking day during the term of the agreement which represents a fee rate of 35.0%.  The agreement had a balance due of $57,282 on December 31, 2015.

Revolving Credit Facility

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

F-13

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

On April 16, 2015, the Company entered into a revolving loan agreement with CB, pursuant to which the Company initially borrowed $17,000 from CB.  Under the terms of the revolving loan agreement, the Company agreed to repay the initial loan, plus interest, for a total amount of $18,955 by October 15, 2015.  The Company made the required six monthly payments, as required, by the October 15, 2015 due date.  As the Company repays the initial loan, it can and has borrowed new funds which created new six-month payment cycles on the previously outstanding principal plus the new funds borrowed.  At their sole discretion, CB can increase the maximum availability under the revolving loan agreement above the $17,000 amount established upon the execution of the revolving loan agreement.  Effective October 28, 2015, CB increased our borrowing limit to $27,300.  The revolving loan agreement had a balance due of $26,592 on December 31, 2015. 

Note 10: Income Taxes

The Company follows the provisions of FASB accounting guidance on accounting for uncertain income tax positions. Accordingly, assets and liabilities are recognized for a tax position, based solely on its technical merits that is believed to be more likely than not to be fully sustainable upon examination. As of December 31, 2015 and 2014, there were no uncertain tax positions. Accrued interest relating to uncertain tax positions would be recorded as a component of interest expense and penalties related to uncertain tax positions would be recorded as a component of general and administrative expenses.

The tax years after 2011 remain open to examination by the taxing jurisdictions to which we are subject. Additionally, upon inclusion of the net operating loss carry forward tax benefits in future tax returns, the related tax benefit for the period in which the benefit arose may be subject to examination.

As of December 31, 2015, the Company had net operating loss carry forwards of approximately $16,140,000 that may be used to offset future taxable income. If not utilized, the net operating loss carry forwards will expire at various dates through 2035.

Differences between the income taxes incurred for 2015 and 2014 and the amount determined by applying the statutory federal income tax rate (34%) to the loss before income taxes were as follows:

	2015			2014
Statutory rate		(34.0	)%		(34.0	)%
State income taxes, net of federal deduction		(4.0	)		(4.0	)
Valuation allowance		38.0			38.0
		—	%		—	%

Deferred income taxes result from the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and for net operating loss carry forwards. A valuation allowance is provided against deferred tax assets for which it is more likely than not that the assets will not be realized. Significant components of the Company’s deferred tax assets as of December 31, 2015 and 2014 are as follows:

	2015			2014
Deferred tax assets:
Net operating losses	$	5,975,000		$	5,817,000
Goodwill		761,000			714,000
Other		206,000			239,000
		6,942,000			6,770,000
Valuation allowance		(6,942,000	)		(6,770,000	)
Net deferred tax asset	$	—		$	—

F-14

Note 11: Net Loss per Common Share

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

The following table sets forth the computation for basic and diluted net loss per common share for the year ended December 31, 2015 and 2014, respectively:

	2015			2014
Net loss (A)	$	(488,994	)	$	(773,180	)
Weighted average common shares - basic (B)		109,091,759			85,845,293
Effect of dilutive securities:
Dilutive effect of stock options (1)		—			—
Dilutive effect of stock warrants (1)		—			—
Dilutive effect of unrestricted Preferred Series A Shares (2)		—			—
Weighted average common shares - diluted (C)		109,091,759			85,845,293
Net loss per share - basic (A/B)	$	(0.00	)	$	(0.01	)
Net loss per share - diluted (A/C)	$	(0.00	)	$	(0.01	)

(1) As a result of the Company’s net loss for the year ended December 31, 2015 and 2014, aggregate Common Stock Equivalents of 431,000 in each year issuable under stock option plans that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares (diluted) for the year ended December 31, 2015 and 2014. These Common Stock Equivalents could be dilutive in future periods.

(2) As a result of the Company’s net loss in the year ended December 31, 2015 and 2014, aggregate Common Stock Equivalents of 4,277,498 issuable under Series A convertible, redeemable preferred stock that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares diluted for the year ended December 31, 2015 and 2014. These Common Stock Equivalents could be dilutive in future periods.

Note 12: Commitments and Contingencies

Operating Leases

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

Certain leases contain scheduled base rent increases over the terms of the leases. The total amount of base rent payments is charged to expense on a straight-line basis over the lease terms. At December 31, 2015 and 2014, the excess of rent expense over cash payments was $36,453 and $51,958, respectively. Such amounts are included in the accompanying consolidated balance sheets as deferred rent.

Future minimum rental payments required under the non-cancelable operating leases were as follows at December 31, 2015:

Year Ending December 31
2016	$	269,529
2017		170,053
2018		107,284
2019		74,150
2020		72,412
2021 and later		192,437
	$	885,865

Total rent expense under all operating leases totaled $787,312 in 2015 compared to $1,376,385 in 2014. Total rent income from sub-lease agreements on operating leases totaled $248,952 in 2015 compared to $323,142 in 2014.   There is no future rent income from sub-lease agreements on operating leases as stores associated with operating leases were closed during 2015.

F-15

Capital Leases

The Company’s capital lease commitments relate to emissions testing and other related equipment. The Company records a capital lease asset and obligation equal to the present value of the lease payments.  The Company held $143,850 in equipment under capital lease with accumulated depreciation of $84,933 at December 31, 2015.

Future minimum rental payments required under the non-cancelable capital leases were as follows at December 31, 2015:

Year Ending December 31
2016	$	32,107
2017		4,640
2018		4,640
2019		3,866
		45,253
Less amounts representing interest		7,239
Present value of net minimum lease payments		38,014
Less current portion		27,326
Long-term capitalized lease obligations	$	10,688

Litigation

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

Note 13: Preferred and Common Stock Transactions

Preferred Stock

The Company had 5,133 shares of Series A Convertible Preferred Stock (“Preferred A Stock”) outstanding at December 31, 2015 and 2014. Each share of Preferred A Stock is convertible into 833.33 shares of the Company’s common stock, or 4,277,498 shares of common stock in aggregate. GCA Strategic Investment Fund, Limited (“GCA”) held 3,724 shares of Preferred A Stock convertible into 3,103,333 shares of common stock as of December 31, 2015 and 2014. Global Capital Funding Group, LP held 1,409 shares of Preferred A Stock convertible into 1,174,166 shares of common stock as of December 31, 2015 and 2014. As of October 14, 2005, pursuant to an article of amendment, the Preferred A Stock ceased to accrue dividends. The Preferred A Stock had a liquidation preference equal to the purchase price of the remaining units of Preferred A Stock, or $5,133,000 at December 31, 2015 and 2014.

The Preferred A Stock contains certain contingent redemption features which could trigger its redemption. Since the contingent redemption features are outside the control of the Company, the fair value assigned to the Preferred A Stock has been classified outside of Shareholders’ Deficit in the Company’s consolidated balance sheets. The contingent redemption will occur only due to events such as a change of control, which is defined as a person or group of persons other than GCA that acquires a beneficial ownership of 33 1/3% or more of the outstanding shares of the Company’s common stock without the prior written consent of GCA, a transfer of substantially all of the assets of the Company, a merger, or certain other events. Should one of the contingent redemption instances occur, the Company would be required to redeem the Preferred A Stock at the greater of (i) the original issue price of $1,000 per share or (ii) the number of shares of common stock into which the redeemed shares may be converted multiplied by the market price of the common stock at the time of the change in control. Based on the 5,133 shares of Preferred A Stock currently outstanding, if this redemption were triggered, the Company would be required to pay the holders of these shares $5,133,000. The carrying value of the Preferred A Stock at December 31, 2015 and 2014 was $4,579,346. An accretion from the original value assigned to the Preferred A Stock of $4,579,346 has not been made since the contingent redemption features have no mandatory time for redemption and the probability of one of the contingent redemption features occurring cannot be determined.

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

Common Stock

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

F-16

During the seven-month period ending July 31, 2014, IBC assumed financial responsibility for an additional $133,984 of the Company’s trade accounts payable under the Settlement Agreement, bringing the total amount remaining from 2013 plus the additional amount assumed in 2014 to $199,628.  During the period seven-month period ending July 31, 2014, the company issued 56,398,059 shares of its common stock to pay in full for the $199,628 of trade accounts payable assumed plus an additional 2,700,000 common shares valued at $14,220 for IBC consulting fees. The Company recognized $0 and $14,220 in expense related to the consulting services performed during the years ended December 31, 2015 and 2014, respectively.

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

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

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

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

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

On November 12, 2015, the Company issued the following amounts of common stock: 600,000 shares to its directors, 250,000 shares to an affiliated company, and 100,000 shares to a contract employee for services previously rendered.  For financial reporting purposes, the Company valued the shares based the market value of the shares on the November 12, 2015 issue date or $0.001 per share. The Company recognized $950 in expense related to these 950,000 shares during the quarter ended December 31, 2015.

The Company is authorized to issue 250,000,000 shares of $0.001 par value common stock, of which 111,988,914 and 111,038,914 were issued with 109,914,225 and 108,964,225 shares outstanding as of December 31, 2015 and 2014, respectively. The total number of shares reserved for options and warrant conversions was 431,000 on December 31, 2015 and 2014.

Stock Incentive Plans

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

Under the Company’s 2001 Stock Option Plan  (“2001 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options to purchase up to 100,000 shares of the Company’s common stock. There were no options outstanding under the 2001 Plan as of December 31, 2015. The Company does not anticipate granting any additional options under the 2001 Plan in the future.

Under the Company’s 2005 Omnibus Stock Grant and Option Plan (“2005 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options for  up to 303,498 shares of the Company’s authorized common stock. Options granted under the 2005 Plan generally vested annually in three equal installments. There were 5,000 options outstanding under the 2005 Plan as of December 31, 2015. The Company does not anticipate granting any additional options under the 2005 Plan in the future.

F-17

Under the Company’s 2006 Stock Grant and Option Plan (“2006 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options for up to 2,000,000 shares of the Company’s common stock. Options granted under the 2006 Plan vest annually in three equal installments. There were 54,000 options outstanding under the 2006 Plan as of December 31, 2015. The Company does not anticipate granting any additional options under the 2006 Plan in the future.

During the Company’s annual meeting on May 19, 2008, the shareholders approved and adopted the “2008 Plan”. The Compensation Committee may issue options for up to 5,000,000 shares of our common stock under the 2008 Plan. There were no options outstanding under the 2008 Plan as of December 31, 2015.

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

These plans do not allow for the exercise of options after ten years from the date of grant. There were 1,025,000 stock options available to be granted under these plans at December 31, 2015 and 2014. As of December 31, 2015 and 2014, options to purchase a total of 59,000 had been granted and were outstanding under these four plans. Options to purchase 59,000 common shares were exercisable as of December 31, 2015 and 2014, respectively.

The Company did not record any share-based compensation expense during the year ended December 31, 2015.  The Company recorded $59,950 in share-based compensation expense during the year ended December 31, 2014.  These expenses are included in the Company’s general and administrative and interest expenses in its Statements of Operations.

The Company did not grant stock options in 2015 or 2014. For stock option grants issued prior to 2014, the fair value for stock options was estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions. Expected volatility was based on the Company’s historical stock price volatility. The Company based the risk-free interest rate on U.S. Treasury note rates. The expected term is based on the vesting period and an expected exercise term and forfeitures. The Company does not anticipate paying cash dividends in the foreseeable future and therefore used an expected dividend yield of 0%. The following table sets forth the options granted under Speedemissions stock option plans as of December 31, 2015 and 2014:

	2015				2014
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Options outstanding at January 1,		59,000	$	0.61		59,000	$	0.61
Granted		—	$	—		—	$	—
Exercised/exchanged		—	$	—		—	$	—
Expired		—	$	—		—	$	—
Options outstanding at December 31,		59,000	$	0.61		59,000	$	0.61

The following table summarizes information about stock options outstanding at December 31, 2015:

	Options Outstanding					Options Exercisable
Range of Exercise Prices	Number of Options Outstanding		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$0.00 - $0.99		54,000	0.87 years	$	0.57		54,000	$	0.57
$1.00 - $1.99		5,000	0.00 years	$	1.00		5,000	$	1.00
$0.00 - $0.99		59,000	0.87 years	$	0.61		59,000	$	0.61

As of December 31, 2015, there was no unrecognized stock-based compensation expense related to non-vested stock options. The following table represents our non-vested stock options and activity for the years ended December 31, 2015 and 2014:

F-18

	Number of Options		Weighted Average Grant Date Fair Value
Non-vested options — December 31, 2013		—	$	—
Granted		—
Vested		—		—
Non-vested options — December 31, 2014		—		—
Granted		—		—
Vested		—		—
Non-vested options — December 31, 2015		—	$	—

The was no aggregate intrinsic value of options outstanding and exercisable at December 31, 2015 and 2014 based on the Company’s closing stock price of $0.001 and $0.002, respectively. The was no aggregate intrinsic value of options vesting during 2015 and 2014. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of the options.

Warrants

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

There were no warrants granted during the years ended December 31, 2015 and 2014.

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

The following table represents our warrant activity for the years ended December 31, 2015 and 2014:

	Number of Warrants
Outstanding Warrants — December 31, 2013		372,000
Granted		-
Exercised		-
Outstanding Warrants — December 31, 2014		372,000
Granted		-
Exercised		-
Outstanding Warrants — December 31, 2015		372,000

All warrants issued were fully vested within the calendar year in which they were granted.  As of December 31, 2015, there were 372,000 warrants to purchase common stock outstanding.

Note 14: Risks and Uncertainties

Regulatory Impact

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

Arrangement with Shareholders

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

F-19

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

Potential Control Relationship by Existing Shareholders

We have a large amount of outstanding common stock held by a single shareholder and a large amount of common stock that could be acquired by the same shareholder upon conversion of preferred stock, which if sold could have a negative impact on our stock price.

The Company had 111,988,914 shares of common stock issued and 109,914,225 shares outstanding as of December 31, 2015. As of December 31, 2015, our largest shareholder, GCA, and its affiliates, owned 17,421,861 shares of our common stock. GCA and its affiliates currently have the effective power to control the vote on substantially all significant matters without the approval of other shareholders. Upon the conversion of their Preferred A Stock, GCA could own up to 21,699,359 shares of our common stock.

Note 15: Significant Fourth Quarter Adjustments

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

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

During the fourth quarter of 2015, there were no significant adjustments.

*****

F-20

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

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2015 that our disclosure controls and procedures were effective at the reasonable assurance level.

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

Management’s Report on Internal Control Over Financial Reporting

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

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

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

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

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

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the updated framework in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permits us to provide only management’s report in this annual report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2015 that our internal control over financial reporting was effective.

27

Item 9B. Other Information

None

Part III

Item 10. Directors and Executive Officers and Corporate Governance

The information required by this Item relating to our directors is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2016 Annual Meeting of Shareholders. The information required by this Item relating to our executive officers is included in Part I, Item 1 “Business – Executive Officers.”

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference to the information contained in the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2016 Annual Meeting of Shareholders.

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

The information required by this Item is incorporated herein by reference to the information contained in the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2016 Annual Meeting of Shareholders.

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

The information required by this Item is incorporated herein by reference to the information contained in the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2016 Annual Meeting of Shareholders.

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated herein by reference to the information contained in the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2016 Annual Meeting of Shareholders.

Part IV

Item 15. Exhibits and Financial Statement Schedules

3.1	Articles of Incorporation of Speedemissions, Inc., as amended (incorporated by reference to Exhibit 3.1 to Form 10-KSB dated March 31, 2006)
3.2	Bylaws of Speedemissions, Inc. (incorporated by reference to Exhibit 3.2 of the Pre-Effective Registration Statement on Form SB-2, File No. 333-68730)
4.1	Certificate of Designation of Series A Convertible Preferred Stock, as amended (incorporated by reference to Exhibit 4.1 to Form 10-KSB dated March 31, 2006)
4.2	Certificate of Designation of Series B Convertible Preferred Stock, as amended (incorporated by reference to Exhibit 4.2 to Form 10-KSB dated March 31, 2006)
4.3	Registration Rights Agreement to Global Capital Advisors, LLC and GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.4 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)
4.4	Registration Rights Agreement between Speedemissions, Inc. and Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.10 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)
4.5	Registration Rights Agreement between Speedemissions, Inc. and GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.12 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of Pre-Effective Registration Statement on Form SB-2, File No. 333-109416 filed with the Commissions on October 3, 2003)
10.2	Employment Agreement with Richard A. Parlontieri dated September 15, 2003 (incorporated by reference to Exhibit 10.2 of Pre-Effective Registration Statement on Form SB-2, File No. 333-109416 filed with the Commission on October 3, 2003)

28

10.3	First Amendment to Employment Agreement with Richard A. Parlontieri dated December 19, 2003 (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-KSB for the period ended December 31, 2003 and filed with the Commission on March 30, 2004)
10.4	Second Amendment to Employment Agreement with Richard A. Parlontieri dated October 23, 2006 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 23, 2006 and filed with the Commission on October 23, 2006)
10.5	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)
10.6	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)
10.7	Exchange Agreement between Speedemissions, Inc. and Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.9 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)
10.8	Exchange Agreement between Speedemissions, Inc. and GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.11 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)
10.9	Speedemissions, Inc. Amended and Restated 2005 Omnibus Stock Grant and Option Plan effective September 11, 2008 (incorporated by reference to Exhibit 4.1 to Form S-8, filed with the Commission on September 11, 2008)
10.10	Speedemissions, Inc. 2006 Stock Grant and Option Plan effective September 18, 2006 (incorporated by reference to Exhibit 4.2 to Form 10-QSB filed with the Commission on March 30, 2007)
10.11	Subscription and Securities Purchase Agreement between Speedemissions, Inc., and GCA Strategic Investment Fund dated January 21, 2004 (incorporated by reference to Exhibit 10.1 to Form 8-K dated January 21, 2004 and filed with the Commission on January 29, 2004)
10.12	Speedemissions, Inc. 2008 Stock Grant and Option Plan effective May 19, 2008 (incorporated by reference to Exhibit 10.25 to Form S-1/A filed with the Commission on June 19, 2008)
10.13	$55,000 Promissory Note to GCA Strategic Investment Fund Limited dated November 11, 2010 (incorporated by reference to Exhibit 10.25 to Form 10-Q dated November 12, 2010 and filed with the Commission on November 12, 2010)
10.14	Credit Agreement with TCA Global Credit Master Fund, LP dated June 8, 2012 (incorporated by reference to Exhibit 99.1 to Form 8-K dated June 8, 2012 and filed with the Commission on June 13, 2012)
10.15	Revolving Note with TCA Global Credit Master Fund, LP dated June 8, 2012 (incorporated by reference to Exhibit 99.2 to Form 8-K dated June 8, 2012 and filed with the Commission on June 13, 2012)
10.16	$60,000 Promissory Note to GCA Strategic Investment Fund Limited dated November 6, 2012
10.17	Second Amendment to Credit Agreement with TCA Global Credit Master Fund, LP, dated October 23, 2013 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 23, 2013 and filed with the Commission on October 25, 2013)
10.18	Replacement and Consolidated Revolving Note with TCA Global Credit Master Fund, LP, dated October 23, 2013 (incorporated by reference to Exhibit 10.2 to Form 8-K dated October 23, 2013 and filed with the Commission on October 25, 2013)
10.19	Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on December 11, 2014, as amended on January 21, 2015)
10.20	Addendum to Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on December 11, 2014, as amended on January 21, 2015)

29

10.21	$50,000 Promissory Note Agreement to Thomas Chorba dated May 29, 2014 (incorporated by reference to Exhibit 10.23 to the Form 10-K filed with the Commission on April 22, 2015)
10.22	$75,000 Repayment Agreement to TVT Capital, LLC dated May 30, 2014 (incorporated by reference to Exhibit 10.24 to the Form 10-K filed with the Commission on April 22, 2015)
10.23	$100,000 Repayment Agreement to TVT Capital, LLC dated September 16, 2014 (incorporated by reference to Exhibit 10.25 to the Form 10-K filed with the Commission on April 22, 2015)
10.24	$50,000 Merchant Sales Agreement to Entrepreneur Now, LLC dated October 24, 2014 (incorporated by reference to Exhibit 10.26 to the Form 10-K filed with the Commission on April 22, 2015)
10.25	$20,000 Promissory Note Agreement to Dianna Parlontieri dated November 5, 2014 (incorporated by reference to Exhibit 10.27 to the Form 10-K filed with the Commission on April 22, 2015)
10.26	$35,000 Factoring Agreement to Samson Partners, LLC dated November 18, 2014 (incorporated by reference to Exhibit 10.28 to the Form 10-K filed with the Commission on April 22, 2015)
10.27	$60,000 Factoring Agreement to Samson Partners, LLC dated January 15, 2015  (filed herewith)
10.28	$60,000 Factoring Agreement to Samson Partners, LLC dated March 6, 2015  (filed herewith)
10.29	$75,000 Factoring Agreement to Samson Partners, LLC dated April 16, 2015  (filed herewith)
10.30	$17,000 Line of Credit Agreement to Celtic Bank dated April 16, 2015  (filed herewith)
10.31	$250,000 Factoring Agreement to Samson Partners, LLC dated June 8, 2015  (filed herewith)
10.32	$75,000 Factoring Agreement to Samson Partners, LLC dated October 12, 2015  ((filed herewith)
23.1	Consent of Porter Keadle Moore, LLC
24	Power of Attorney (contained on signature pages herewith)
31.1	Rule 13a-14(a) Certification of the Chief Executive Officer
31.2	Rule 13a-14(a) Certification of the Chief Financial Officer
32.1	Section 906 Certification of Chief Executive Officer
32.2	Section 906 Certification of Chief Financial Officer
101	Interactive Data Files

30

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, 2016		/s/ Richard A. Parlontieri
	By:	Richard A. Parlontieri, President and Chief Executive Officer (Principal Executive Officer)
Dated: March 30, 2016		/s/ Richard A. Parlontieri
	By:	Richard A. Parlontieri, Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer)

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

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

	/s/ Richard A. Parlontieri	Dated: March 30, 2016
By:	Richard A. Parlontieri, Director, President and Chief Executive Officer (Principal Executive Officer)
	/s/ William M. Hannan	Dated: March 30, 2016
By:	William M. Hannan, Director
	/s/ Michael E. Guirlinger	Dated: March 30, 2016
By:	Michael E. Guirlinger, Director
	/s/ Richard A. Parlontieri
By:	Richard A. Parlontieri, Chief Financial Officer, Chief Accounting Officer and Secretary (Principal Financial and Accounting Officer )	Dated: March 30, 2016

31

EXHIBIT INDEX

3.1	Articles of Incorporation of Speedemissions, Inc., as amended (incorporated by reference to Exhibit 3.1 to Form 10-KSB dated March 31, 2006)
3.2	Bylaws of Speedemissions, Inc. (incorporated by reference to Exhibit 3.2 of the Pre-Effective Registration Statement on Form SB-2, File No. 333-68730)
4.1	Certificate of Designation of Series A Convertible Preferred Stock, as amended (incorporated by reference to Exhibit 4.1 to Form 10-KSB dated March 31, 2006)
4.2	Certificate of Designation of Series B Convertible Preferred Stock, as amended (incorporated by reference to Exhibit 4.2 to Form 10-KSB dated March 31, 2006)
4.3	Registration Rights Agreement to Global Capital Advisors, LLC and GCA Strategic Investment Fund Limited dated January 26, 2005 (incorporated by reference to Exhibit 10.4 to Form 8-K dated February 2, 2005 and filed with the Commission on February 3, 2005)
4.4	Registration Rights Agreement between Speedemissions, Inc. and Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.10 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)
4.5	Registration Rights Agreement between Speedemissions, Inc. and GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.12 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of Pre-Effective Registration Statement on Form SB-2, File No. 333-109416 filed with the Commissions on October 3, 2003)
10.2	Employment Agreement with Richard A. Parlontieri dated September 15, 2003 (incorporated by reference to Exhibit 10.2 of Pre-Effective Registration Statement on Form SB-2, File No. 333-109416 filed with the Commission on October 3, 2003)
10.3	First Amendment to Employment Agreement with Richard A. Parlontieri dated December 19, 2003 (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-KSB for the period ended December 31, 2003 and filed with the Commission on March 30, 2004)
10.4	Second Amendment to Employment Agreement with Richard A. Parlontieri dated October 23, 2006 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 23, 2006 and filed with the Commission on October 23, 2006)
10.5	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)
10.6	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)
10.7	Exchange Agreement between Speedemissions, Inc. and Global Capital Funding Group LP dated October 14, 2005 (incorporated by reference to Exhibit 10.9 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)
10.8	Exchange Agreement between Speedemissions, Inc. and GCA Strategic Investment Fund Limited dated October 14, 2005 (incorporated by reference to Exhibit 10.11 to Form 8-K dated November 21, 2005 and filed with the Commission on November 23, 2005)
10.9	Speedemissions, Inc. Amended and Restated 2005 Omnibus Stock Grant and Option Plan effective September 11, 2008 (incorporated by reference to Exhibit 4.1 to Form S-8, filed with the Commission on September 11, 2008)
10.10	Speedemissions, Inc. 2006 Stock Grant and Option Plan effective September 18, 2006 (incorporated by reference to Exhibit 4.2 to Form 10-QSB filed with the Commission on March 30, 2007)
10.11	Subscription and Securities Purchase Agreement between Speedemissions, Inc., and GCA Strategic Investment Fund dated January 21, 2004 (incorporated by reference to Exhibit 10.1 to Form 8-K dated January 21, 2004 and filed with the Commission on January 29, 2004)
10.12	Speedemissions, Inc. 2008 Stock Grant and Option Plan effective May 19, 2008 (incorporated by reference to Exhibit 10.25 to Form S-1/A filed with the Commission on June 19, 2008)

10.13	$55,000 Promissory Note to GCA Strategic Investment Fund Limited dated November 11, 2010 (incorporated by reference to Exhibit 10.25 to Form 10-Q dated November 12, 2010 and filed with the Commission on November 12, 2010)
10.14	Credit Agreement with TCA Global Credit Master Fund, LP dated June 8, 2012 (incorporated by reference to Exhibit 99.1 to Form 8-K dated June 8, 2012 and filed with the Commission on June 13, 2012)
10.15	Revolving Note with TCA Global Credit Master Fund, LP dated June 8, 2012 (incorporated by reference to Exhibit 99.2 to Form 8-K dated June 8, 2012 and filed with the Commission on June 13, 2012)
10.16	$60,000 Promissory Note to GCA Strategic Investment Fund Limited dated November 6, 2012
10.17	Second Amendment to Credit Agreement with TCA Global Credit Master Fund, LP, dated October 23, 2013 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 23, 2013 and filed with the Commission on October 25, 2013)
10.18	Replacement and Consolidated Revolving Note with TCA Global Credit Master Fund, LP, dated October 23, 2013 (incorporated by reference to Exhibit 10.2 to Form 8-K dated October 23, 2013 and filed with the Commission on October 25, 2013)
10.19	Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on December 11, 2014, as amended on January 21, 2015)
10.20	Addendum to Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on December 11, 2014, as amended on January 21, 2015)
10.21	$50,000 Promissory Note Agreement to Thomas Chorba dated May 29, 2014 (incorporated by reference to Exhibit 10.23 to the Form 10-K filed with the Commission on April 22, 2015)
10.22	$75,000 Repayment Agreement to TVT Capital, LLC dated May 30, 2014 (incorporated by reference to Exhibit 10.24 to the Form 10-K filed with the Commission on April 22, 2015)
10.23	$100,000 Repayment Agreement to TVT Capital, LLC dated September 16, 2014 (incorporated by reference to Exhibit 10.25 to the Form 10-K filed with the Commission on April 22, 2015)
10.24	$50,000 Merchant Sales Agreement to Entrepreneur Now, LLC dated October 24, 2014 (incorporated by reference to Exhibit 10.26 to the Form 10-K filed with the Commission on April 22, 2015)
10.25	$20,000 Promissory Note Agreement to Dianna Parlontieri dated November 5, 2014 (incorporated by reference to Exhibit 10.27 to the Form 10-K filed with the Commission on April 22, 2015)
10.26	$35,000 Factoring Agreement to Samson Partners, LLC dated November 18, 2014 (incorporated by reference to Exhibit 10.28 to the Form 10-K filed with the Commission on April 22, 2015)
10.27	$60,000 Factoring Agreement to Samson Partners, LLC dated January 15, 2015  (filed herewith)
10.28	$60,000 Factoring Agreement to Samson Partners, LLC dated March 6, 2015  (filed herewith)
10.29	$75,000 Factoring Agreement to Samson Partners, LLC dated April 16, 2015  (filed herewith)
10.30	$17,000 Line of Credit Agreement to Celtic Bank dated April 16, 2015  (filed herewith)
10.31	$250,000 Factoring Agreement to Samson Partners, LLC dated June 8, 2015  (filed herewith)
10.32	$75,000 Factoring Agreement to Samson Partners, LLC dated October 12, 2015  ((filed herewith)
23.1	Consent of Porter Keadle Moore, LLC
24	Power of Attorney (contained on signature pages herewith)

31.1	Rule 13a-14(a) Certification of the Chief Executive Officer
31.2	Rule 13a-14(a) Certification of the Chief Financial Officer
32.1	Section 906 Certification of Chief Executive Officer
32.2	Section 906 Certification of Chief Financial Officer
101	Interactive Data Files

EX-10.27

Exhibit 10.27

Samson Partners  Ph. (347) 442-7999 (718) 304-1163 Contract  ID# 348612 Sales Partner: Steve Markowitz, Jr. Samson Partners  REVENUE BASED FACTORING  (RBF/ACH) AGREEMENT  Agreement  dated Janumy 1.2. 2015 between Samson Partners ("FUNDER") and the merchant  listed below ("the Merchant"}. (Month)  (Day)  (Year) MERCHANT INFORMATION  Merchant's Legal Name: SpeedEmissions Inc. I SpeedEmissions Car Care  LLC I SpeedEmissions Acquisition  Company. LLC D/B/A: Speedemissions (ACH)  CLF) State oflncorporation I Organization: GA Type of entity: ( X) Corporation (   ) Limited Liability  Company (   ) Limited Partnership (   ) Limited Liability Partnership (   ) Sole Proprietor    Physical  Address:  1015 Tvrone  Road Suite 220  Mailing  Address:  Date business stmtcd (mm/yy): 01/01    City: Tyrone  City:  Federal  ID# 33-0961488  PUHCHASE ANI> SALE OF FUTUU.E RECEIVABLES    State: GA State:    Zip: 30290  Zip:    Merchant hereby sdls,  assigns and transfers to Fumier, as the lead  purchaser  for itself and  co-investors [making Fundcr on behalf  of itself and all co-investors (collectively the Funders), the absolute  owner] in consideration  of the funds  provided  ("Purchase  Price") specified  below, all  of Merchant's  future receipts, accounts,  contract  rights and  other obligations arising from or relating to the payment of monies from Merchant's customers'  and/or other third party payors (collectively the "Reccints" defined as all payments made by cash, check, electronic transfer or other form ofmonetmy payment in the ordimuy course of the merchant's  business), until such time as the "Receipts  Purchased Amount" has been del!vercd  by Merchant ro FUNDE.R. The Rcce!prs Purchased  Amoum shall be paid to FUNDER by the Merchant irrevocably authorizing only om: lkpositing  accuulll acceptable  to FUNDER (the"Account") to remit the percentage specified below (the "Snecificd  Percentage") oft he Merchant's Receipts, until such time as FUNDER receives payment in full of the Receipts Purchased Amount. In consideration of servicing the account, the Merchant hereby authorizes  FUNDER to ACH Debit the "Specified  Daily Amount" from the merchant's bank account as the base payment credited against the Specified  Percentage due. It is the Merchants responsibility to provide bank statements for any and all bank accounts held by the Merchant to reconcile the daily payments made against the Specified  Percentage permitting FUNDER  to debit or credit  the difference to the merchant so that payment equals the Specified Percentage.   Failure to provide all of their bank statements  in a  timely manner or missing a  month shall forfeit all rights to future reconciliations.   FUNDER may, upon Merchant's request, adjust the amount of any payment due under this Agreement at FlJNDER's  sole discretion and as it deems appropriate in servicing this Agreement.   Merchant understands that it is responsible for ensuring that funds adequate to cover amount to be debited by FUNDER remains in the account.   Merchant will be held responsible for any fees incurred by FUNDER resulting from a rejected ACH attempt or an event of default.   (Sec Appendix A) FVNDER is not responsible for any overdrafts or rejected transactions in the Merchants account which may result from FUNDER' scheduled ACH debit under the terms of this agreement.  Notwithstanding anything to the contrary in this Agreement or any other agreement between FlJNDER and Merchant, upon the \'iolation of any provision contained  i11 Section 1.11 of the MERCHANT AGREEMENT TERMS AND CONDITIONS or the occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT TERMS AND CONDITIONS,  the Specified Percentage shall equal !00%.  A list of all fees applicable \mder this agreement is contained in Appendix A.   Purchase Price: $60.000.00             Specified  Percentage: !!%                  Specific Daily Amount: $1.169.00                Receipts Purchased Amount: $75.000.00  THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET  FORTH ON PAGE  2, THE "MERCHANT SECURITY AGREEMENT" AND "ADMINISTRATIVE FORM  HEREOF AHE HEHEBY INCOHPOHATED IN AND MADE A PAHT OF THIS  MERCHANT AGREEMENT.    FOR  THE MERCHANT (#I) By Richard  Parlontieri   (Print Name and Title) FOR  THE MERCHANT (#2) By  -----;-;:-c--:-;-;----;-;;;=-----­ (Print Name and Title) OWNER/GUAH.ANTOH. #1 By Richard  Parlonticri (Print Name) OWNEH./GlJARANTOR #2 By      (Signature) (Signature) (Signature)     <Sign Here   <Sign Here  <Sign Here   <Sign Here    Samson Jlartncrs   (Print Name)  (Signature)    By -- ,-,---------------- Sales  Associate Name: -------,,--,--,---------­   (Company Onlcer)   (Signature)    To the extent set forth herein, each of the parties is obligated upon his, her or its execution of the Agreement to all terms of the Agreement, including the Additional Terms set forth below.  Each of above-signed  Merchant and Owner(s) represents that he or she is authorized to sign this Agreement for Merchant, legally binding said Merchant to repay this obligation and that the information provided herein and in all ofFUNDER  documents, forms and recorded interviews is 11uc, accurate and complete in all respects.  If any such information is false or misleading, Merchant shall  be deemed in material breach of a!! agreements  between Merchant and FUNDER and FUNDER shaH be entitled to all remedies available under law. Merchant and each of the above-signed  Owners authotizes  FUNDER,  its agents and representatives and  any credit  reporting agency engaged by FUNDER. to (i) investigate any references given or any other statements or data obtained from or about Merchant or any of its Owners for the purpose of this Agreement, and (ii) obtain credit report at any time now or for so long as Merchant and/or Owners(s) continue to have any obligation owed to FUNDER. ANY MISREPRESENTATION MADE BY MERCHANT OR  OWNEH.  IN CONNECTION WITH THIS AGREEMENT MAY  CONSTITUTE A SEPARATE CAUSE OF ACTION FOR FRAUD OR  INTENTIONAL FRAUDULENT INDUCEMENT TO  OBTAIN FINANCING.   MERCIIANT AGREEMENT TERMS A:-.ll  CQNl)fTJONS    I.   T£HMS OF  ENROLLMENT I)IIJ'IWGitA!'II 1.1  Mcrc!o  nt  Dcuo•lt  Ayr<cm"nt   Merchant <hall execute an •srecment (the ..Merchant    )}cnosit   Avrccmenl'')    acccptublc   U>     FONDER,   wi1h   n   !lank acceplable  w FUNDER,  w olnain  electronic  lUnd lnmofor se"•ices.   Meodmnt shall  provide f\JNDER and lor it's authorized  ag>:nl with all of the information, nuthori><ltions necessary   lOr verifying   Merchanfo   rccci••ablcs,  receipts   ond deposits imo the accolll\t. Merdu.nt  ohall authori<'C flll'>'DER nndlor it's agent to dcduclth>:  umo1mts owed  to FUNDER for  the Receipts"' specified  herein from settlement wnounts whid> woulll olhe•wise be due to Merchant b)-' rennitting FUNI)ER  to withdraw  the IJiecific daily  amount crcdit<d ogainst  tho spccifi«< percentages  by ACH debit of the  Merchant account. "I'he aurl>ori..,tion shall be im:vocablwithout the written conomt  ofFUNDER. 1.2 Term of  Agrccm nt,   This  Asreemcnt  shall  have an  inder.nitc  lcnn  llmt shall  I»St  eidltr umil  ull  the  M«(hant's  ubligatiom   to  FUNDER   are  fully satisfied.  T!us shall  include but not be limited to any renewal>, nutstanding  fcc.\ or coots. I .3 Future l'urchuscs. FUNI)ER rC'lcrves the right to rescind the onOr to make ""Y pnrchoscpaymcnts hereunder, in its sole discretion 1.4  Financial Condl!lon. Merchant and  Guoranl\u s) uuthorl:zFUNDER ,.nd  lts agcntJ  to b\\•cs!lgatc  their  flnondlll re1pon1lbiUty and  hluury, and will pro\'ldc to t'UNDER any hank  t•r flnancO.l dutem nh, tax rdurm, ole., •• flJNOEH deems  n..:euny l>l"lor to or At any  Ume Qft.rn..:uti-on of thl• Agreement,  A photocopy ofthl;-  authorization wiU be dccu1ed  acceptable for  rcleuc t>f flltwncllll btform tlon. FUND :n lS outhorl1.11d to update such lnformatlon und  tlnot•d•l protlle• from  time  to time oslt deem• •l>proprlatc. LS   Tronsaet!on l   !Iiston•.     Merchant   •uthori""'  their   hank   to   prcwi<le !'UNDER   with    Mnch m's    hanking   or  pmce sing   his!ory   10  determine quahl"tcation or continu,Hion in tlnsptogram 1.6   h>dcmn!fip•tkm.   Mcr hunt    unJ   Gu:otant<'l{S) jointly    and    s wrally i11demnit'y and   hold   harmless    l'mceswr!Bank,  its   ot)lceiS,   directors    and shareholders against  all lo;scs,  damages,  cla>ms. liabilities  and  c•penscs (including rca>onoble aUomcy'o  fees) inoorred  by l'ro.:cssor  resulting  from (o) claim> asserted  by FUNDER  for monies owod to FUNDER  Jlom Mctchantand (b)  actions  taken  b)-'   l'wccs.>or  in  reliance  upon  infmmation   or  instntctions pw\'idod  by FUNDEI\. 1.7  No Liability.  In 110 c\"cnt will HJNDEI\(or •my of the Fundas)  he lioblc for a11y claim.>  asscncd  by Merchant Ut1dcr any  legal theory for  lost prolits,  lost rc>•cnucs, los1 busit>cs< op('ortunilies,  cxcml'lary, punitive,  ;pcci.il,  ind<knlal, indirect  or comCO[Umtia! domogc,;, each  of  which  io w.1i1'ed  by MeJchanl  and Guammor(s). 1.Rrlillnu  on  Ttrm!     Section  1.1,  !.7, 1.and  2.5 of  this  Agreement  arc asrccd    to   for   the   benefit   of   Merchant,    FUNDER   and   l'rocc>Sor,   and notwithstanding  the  fuel  thai  Pmco55or  i•  not  a  party  of  this  Agr emont, Pwccsr.or may rely UfHln their terms ""'I  mise them as" dcfrnsc  in any action. 1.9 Sale  of  R••ce!nts.   Mcnohanl and  FUNDER  agree  that  the Purchase  Price under  this Agreement  is iu exchange  fm the l'urchascd  Amount and lh•t  sud1 Purchase  Price  is 1101  intended  to be, nor shall  it be ronsuucd as a loan from FUNDER  to Merchant Mcrcllal\t agrees  that the l'urchasc  Price is in exchange for >he sale of fit lure Receip1s pursuant  to this Agreemcm equals the fair market value of such Receipt.<. FlJNDER  lws I>Urchased and shall 0\\1! all the Receipts dcscnbcd in this Agrccmcnl up to Ihe full i'urehastd Amount"" the Receipts arc created.    l'a)-'mcnls made  lo  FUNDER  in  respect  10 tlte full  amount  of  tl1c Rc-.:ei11IS shall  be <"<>nditioncd upo11 Mcrcham's sale ofpmduct.< and .«>vices and the  paymcnl   thorcforc  by  Merchant's cmlomcr<   in  the  manner  pm\'>dod  in Section 1.1.  In 110 c\'ent hall the agsrcgalc of all anwums  be dccm<><i a> it tcrc>t h •ew1dcr    '"'d    ••hmgo:d or   collected    here1mdor  ex>eed   the   highe11  ralc pen!l>S.SLbk  al  law.    ln the  event  that  a court  de!em1inc• tho! HJ:-IDER  has charged  or rccci\'col in teres! hea•under  in exec» of the highest ap('licoble  rate, the rate in effect hereunder  1hall automatically  be rccltlL:ed  to the maximum  rate pcrmiucd  h;• applicable  law and !'UNDER  shall  promptly  refund  to McJchanl any  interest  >cccivcd by  FlJNDEI\  in  cxcc>s of  the m••imum luwful  •ate,  it b>ing intended >at Merchant  no!pay or conlracllo pay, and thati'UNDER  not receive nr e<>nu-act  to rcccil'c,  directly  or indirectly  in uny maJmer whatsoever, intcrc>l in excess of that which moy be p id by Me> chant under applicable law. l. 10 I' ower  of AUorncy  Merchant  inevo>ably  appoints  FONDER as liS  agem and  unomey-in•facl  with   full  uudoooity to  luke  any  a<•tiun or  execute  any in>tnoment  nr dnrumetll  to    c!llc all  obligations   due   to   FUNDER   from l'>occ>o:ortHank, or in tiLe caoc or a \'iolation  by Me> chant of Section  I. 12 01 Ihe occu rcnocfcan Evel\1 of Dduul! uudtr Section  4 lwrcof, fmm Merchant, under this ,\grecmclll. inclu<ling without  limitation  (i) to obtain and adj11st in,< 1rance; (11)  to collect  monies  due  m   to become  due  umkr or in >c.<pccl of  any of  the Cullatcra\;   (iii)   tu  receive,   endorse   :md   collo<:l ""Y  che<:h,   notes,   drnfls, imtrum<nts,  docnments or chattel paper  in connection  with c! use  (i) or clause (11) almvc: (i\')   to  sig11  Mcrchanl'o   ""'"" on  any  inl'oicc,  bill  of  l,>dit>g,  <)r as.<igmncm olirccting cmtume<• or acc-oun\ dcbtoro  \('make pU)1\\enl directly 10 FUNDER;     and  (v)  to  lile  any  daims or  t"ke  any  action  or  inslitute  any proceeding which  FUNDER may deem necessary  for the co\lcction or any of the unpaid l'urdLascd  Amoum from '" Collateral, or u1hcrwioc to enfOrce it> •ighls with respecl 10 p:oymem of the l'urd•ascd Amowu. I. II  l'r<Ltccllll!>S ,\guinst )) fault. The  following Protections  l 1l1mngh 7 may be U\\"okcd by FUNDER.  immcdialcly  al!d without  notice to McrciLant in  the c>•cnt (a)  Merchant ch•ngc::  its U>Tatlgemct!L< wilh l'«>cc<;.:.>rmank in any  way that is ad>•crsc to FONDER; (b)  Mcrchruu changos lhe deposit ac.•ountth>ough which  the Receipts arc sculcd.,  or pcnnil> any cYcnt hl occur !hat cnu\d  cmtoe divcroion of  uny <lf Merchant's tmn<actions  to anoU1cr  account;  (c)  Mcr hanl interrupt;;  the operation  of  this  bu5iness  (other  thun ad\'<15weather, namml di a<ler> ur acts o>f  God) !lJnsfclS,  mo1•cs, >ells, d>si>O<e<, transfer< <>r  othcrwi<> conveyits  busine» or  u>ScL< withou(  (i)  the cxpre» prior W> iltCll  co"'em  of FUNDER,  and (>i) the wrinen  asrecmcnt   of uny purchu>er or trJn•fcrce  to the o%mnption  of all of Mc>ehmH'> uhligat1ons under  thi!Ar,«cmmt  pursuam  to documentation  oati.<lOctory 10 FONDER; or (d) Merchant takes anoction,  fJil< liJ  luke any aclion,  or uffcr< uny incetuiv<>------<:e<>twmic   OJ  " 'cm•iscr-thc rc ult nr whid1  will he In i11ducc  ancu.-tomer  »r  customers  10  poy Jilr Mcrdtam"s set\'lccs  with at>y  means  Ollhcr  than chech thaarc sculcd  through  J>mce.•sor •n,c;e protcctim!S arc in addition 10 uny <>lhcr remedies  available lo FONDER at law, in equ11)-' or uliL<twioe pllr<Uanlto thi• Agreemen1. l'rolc  lion  I.  The full uncllllecled l'urcha5c  Ammon\  plu.< all fees due under tlus Agrcemcn1 and the uuachcd Sccudty Agreement  become due and puyohlc m full immediatdy l'rol<etil>n 1. FUNIJER may enforce !he prol\'isions of the Personal Guaranlec  of l'eofonnancc again;!     Ouu>untor. l'r01cction  3,    Merchant  shall,  upon  execution   of  this  Ag>ccmem, deliver  II> FUNDER  an  ex c•uted  confcssio!l  uf  judgmem  in  fa\'or  of  FUNDER  in !he •IITIU\11\1 Olf  the l'llrchasc  Amount  <late<! in  tc Agrccmcm.Upc\n Iucado of O!l)' I"U''i>ion  in  thi>  p•rag'"ph   1.11,  FlJNDER   may  enter   that  conl"-<>i<>n   of )Udgm ut us ajudgmont W1d1 the Clerk oftlw Co1u1 oul exeCII!< !hor<nn l'rotcction  4.    FUNDER  may enforce   its ccurity intc>cst m the  Collateral idcnlifocd in Aotide 111 hereof. l'wtcction S. '11oc cntirI'm chose Am(>Unl shall become immcdialcl)• >efundablc w F\iNDER f>om Mo>dtoou. Protection   6.    FONDER  may  proceed   to IH<'lccl ot>d  <1ofmcc    il<   right< anol    1emcdies  by  lawsuit.   In  any  such  !aw uiin  which  FIJNDER  shall  rce<l\'tr judgment  agam;( Mcrchat>l, Mereham <hall he liable for  all ofFUNDER '< co.<l< of  lawoui1, including but not !imi!cd to all reasonable  allomcys' fees and ""Uti costs l'rolleclion 7.   Mer(hant   shall,  upon  execution  of  this  Agreement,  deliver  In FUNDER an exNu!t•d  nulgnm nl ofka•ofMcn:hnnl'> pnmiscJ in favor of FUNDEI\.  l%>nn breach ofony provision in this paragoph 1.12,  FUNDER  may exercise ils rights under such assignmrnt oflc sc. l'tolccuon         FUNDER  may debit  M rchant'>  dcpo> lOI)' accounl.< wller  •cr silllatcd by meum of ACH dd•it  or facsimile ignaturc on "comput<r-gaoeratod check drawn on Merchant's ba11k accoum or otherwise. 1.12      l't•otrctlon  of  Jnform"!!un   Mcrch LI! and  cad\   pcr.<on signing   this Asrcemcnt  on  behalf  of  Mcrchan! nndi<>r  as Owner,  in respect  of  himself  or heHe!f  persouollr,   authorizes   FUNDER   to  disclose   it!!Om>atiolt cot\c ming Morchant's and each  Owner'• credit  standing  (mcluding  credit  burcm> reports 1ha1 FUNDER   obtains)   and   business   conduct   only   to   agents,   aniliales, subsidiaries, Wid  cr dit  reponing  bur aus.    Merchant  u11d  ach Owner  hereby wail'eS to tho maximum extent permincd  by law any claim fo1r damages against FUNDER or any of its aniliatcs and the Fundcrs rclu(ing (o any (i) in\'csligntim> undcnakcn by or"" behalf of FUN)}ER as pcrmitlc>d by this Agrccnwnt  or (ii) disdo.<ure ofinfomtminns pcrmilled l>y this Agreement. 1.13    Comtldrntlolity.  Mcrchat>l undcr.<tands and  agree< that  the  terms  and condition>  of  doc  products  and  sm•iccs <>ffcrcd   by  FlJNilER, including  this Agrccmet!t nnd "")' othc,- FUNIJER documentations (collectively,  '"Conlidential lnfonnation'")  arc   pwpnc ll)'   and   cunftdenti.ll   ittfnnnalion    of   FUNDER. Accmdingly  unk<> disclom>c i> required  by law or court mdor, Mc>dmm slmll nol diSclose Confidential  Information  of FUNDER to >my 11erson  other  than "" allomcy,  accountant,  finand•l ad\'isor  '" employee  of   Merchotu who  needs (o know   such   infomMiou   lOr  the  1>01-pose  of  advising   Merchont  (""Ad\'isor"), provided udt Advisor uses such mform"tion  solely foo the puq>osc of ad\'ising Mc1cham and  first  awccs  in w>iting to he hound  hy  the  tcnns  of  this Section 1.13. I. 14  Puhilclly. Merchant and each Owner unly amhori"'s FUNDER to usc its, his or her nome in B liMing of clients uud in ud>'•tlising aud mwhling mute rial> with their express written ennscm. 1.15  - Merchant  hc>ehy acknowledge>  and agrees that FUNDER  may be  uoing '"doing  lm•incss  as"  '" '"<llbla'' nan>co in  connccti"" with  va1ious malletS relating  to tho uunsoction  between  FUNDER and  Merchant,  mcllldtng the fihng of\JCC-1 fina11cong <!a!cment' and other notic<S or filing< II.  II.EPRESENTATIONS, WARRANTIESANil  COVENANTS Merchant represents, wmrm!ls nnd covenant•  that as of this date and duri11g d1c tCITll of this Agreement 2.1  l'lnonrlol  Condltlon and   Finandallnfo mallon. Its bank  and  financial statcmo!llS, COili<S of  wh>ch have  b•en  fumishtd to !'UNDER, and  liuuoe statements which will be furnished horca(kr  at '" discrctin ofFUNIJER, fairlr •-.:present the r.nandal  eondii!On ofMc>clMt!at uch dates, and Since those dute> there  hu•  boon  no  m"h:rial  ...w-., changes,  financial  or  otherwise,   in  sud! condition,   operation  or  ownership   of  Merchot\1. Merc!Lalll hal   a  continuing, affmnatiw obligation  to aoh•isc FUNDER of any nwcrial ad.,..,.,... change  in its financial condition, opera lion or owne>ship. FUNDER >nay request ;;tatemcnts m any  time  dming  !lie  perli,.mancc of this  Agreement  und  tho  Morchnm  •hoi\ provide them to HNDER within 5 businc;s days.   Merchant's failure to do so is a material hreach ofthis Asrecmcnt. 2.2  Go\'ornmemal Appronls.  Merd'"m ;, in  mmpliance utod  hull comply with all laws and has valid pennit,, authori7.;1tions and licenses  to own. OJlctale und  lea.'c  il< propc>tie> and  to conduc-t tl1e  husine>S in  which  i1  i>  l"e>cntl cngag . 2.3  Aulhorlgllon  Me>chant, and  the  pcrson(s)   oigning  this  Asreemcnl   011 behulf  of  Mcrcl1ant, have  full ('OWer nnd amhodty to  in(ttr  and  perform  lhe obligations  under Ihis Ag cemont, all ofwhido hove been dul;•authoti"ll'd 2.4  lmunn•c. Mc1chant will maintuin  busines.•-intemtption  insurance  r1aming FlJNDER  a> loS5 payee and  mlditioma! insured  i11  amounts and  ogainsl rish as ure sMisfuctory 10 FUNDER and sllall provide FUNilER  pruofof,'Uoh  in>unmcc ttl"'" requc-'1. 2.5 lntcnlim>ally omitted 2.6  Cl••n1'• uf  Namo  or   l.ccnt!un.   Merchant  will  not  conduct  Merchant'> businc'"es  Ut1dor   nny  momc other   thton   as  dioclostd   to  the  l'rocos  or   and FIJNDER oJ change any of itplocoofhu inoss. 2.7  Dail)'liMch Out.   McTchanl will hatch Olll >cccipl> with the l'rocc.,,m  on" daily basis 2.Fstonp£1  C£r!l!lc tc         Mo1chant will  ol nny limo, at\d from  limo to  time, "1"111  at  lcd.<l ot>c 11) day'>  p1iur nn11cc  from  FUN DE!\  m ?1-lcJChant. cxccll(c, acknowledge and deliver  l<>  FUNllER  •wdlor tu any mher peroon, per<at> l"um or corpowl!on  speciH<d by FUNDER, a statement cc>1ifying thar this Agreement is lllliMdiftcd  illld 111  full for"and dfccl (.,r, if ocrc  ha,•c hcon modLiications, tbat the some i> in lUll fmcc and en-eel"' modified and Sl:<ting tlw nu•dir.calioms) and otating the date< which  tho l'tnch«scd Amount or '"'Y portion  thereof  hos bce11 repaid. Vi  No Rpnkl"umey or lmoh•e ocy,  As of the dulc ofll>is  Agreement,  Mcrdoanl represents  th"t it i• not inwlvcnl  w1d docs not rontemplatc nnd has not liled any potition for  h•mkmptcy 11101ectinu  unJcr  Title 11 of tho United St"l"' Code and there  hao  been  nn  invnlnnlal)'  pctiliom bJOnght or  pcoding  against  M<rclLOnl Merchant  funhor  warrmm !hat il doc> not anli<•ipatc nling an)' such  b.>nkruptcy p<liti<>n   und  it dnc•  not  anticipate  1h.11  an  involuntar)' petition  will  be  lil<cl again<\ it.   In the t\'cnt   th.11  the  Mrrchant  flit.' fol  hankntptcy  pn>tcction or i,; placed uttclor an ittvolumary nling l'rotc<:lil)n,;  2 and 3 urc immcdi ..tcly inn>ktd. 1.10  Addl!lo11l Ftnandni'• Mcr hunlsh•ll not enter into  any  arnwgcl!!Cnt, agncmcnt  or  commitme!ll  for  any   additional Onanetng, whcth•r  In  the form  of • purchase of  t•e clvnhleJ  or  Q  loan  to tho  buslncu with  any l>&rly othrr than  FU  DER w houlthclr written pcrmis•lon. l.i I     Unencumbered RccdnU. Me1dmm  has gond,  complete  and  markctJhk title  hl  all  Re eipts,   free  and  clear  of  any  ru1d  all  liah!litic;,   li m.  claim>, dmnges, rcmictions, rondilion>,  »plion>,  rights,  mnng.;ge<, sccmitinterest,, <>lUitiC'l,  pledges  and encumbrw>cC'l of  any  kind or  nolum  what,oe\•er  oJ •ny other  rights or interests  that may be inc.msi>lcnl with  the lHu>sactions con\emplatcd  with, or udvcr>e 10 ll>e inte•ests ofFUNDER 1.12  llu•lncn l'uruo!c. Merchant is a \'alid busi11c;;s in good ;;tw>ding und..- the laws ofe junsdiction.• 111  which it is <>rgunizcd and/or  operates,  and Mereham i' entering  into thi> Agreement  for bu,inc>$ purpose.' and no! as a con>1.H\lcr   fo> pc>wn:<l, family or household purposco 2.13   P£!Ju!!  Umln   Ollwr  Contrueb.  Metchont"     execution   uf   and/or 1•crfonnancc under tll!S Agrccmenl will no\ cause or create an event of defaull hy Merchant under any contr.<CI with unothct pcn.nn or entity. ll!.lt.Vt:NTS OF D£ 'AULT AND REMEDI :s 3.1  Events or  ll•fau. Tho  occurrence  nf  any of  the follnwmg C\'Cnts shall constitule  an "hem of Dclduh" hcreut>doo: (.1) Merchant shall  violate any term m covenant  in thi1 Agrcrmrnt; (h)  i\ny  rcp e•ctuati\\n  ur warr•n>)' h)• Mcr,•hant ill this Agre>mctu .<hallpmvc  to ha>•e been incorrect,  faloc or misleading  in any nmcrial >espccl when made; (c) Merchant  shall admit  in wo it>ng itinabtlil)-'   to poy its dohto, "r >hall make a general  ussigntiiCI\1 for the bcnclit of crcd!lo><; 01 any proceeding .<h ll ho instituteol by or aj\ainst Me,chant .«eking  t<> adjmli<•atc it a  bankmpl  or insolvent,  or seeking  rrorgani;- tion,  arrangcmclll,  adJusUncnl, 01    compo>!tion  of  it  or  it.<   dclm;  (d)  the  sending  of  notice  of  termination   hy Ciua>anlor; (c)  Me chant  ;hall  transport,  n111vc,  inteuupt,  su;l'cnd, dossol\'c or lmninatc its business; (f) Mcrchunt shalltronsfet or ell all or subotanlialty all of its .<.,et'; {h)  Merchall!shall  mne  or $Q'ld  nutice of uny intended  hulk sole "' tran>fcr  by  Merchant;  (i)  Merchant  ohall  usc  multiple  de('ository acwunts withoul  the  pri<>r  wrillcn  c•onM>H  of  FUNDf:R; (j)  Merchant shall  cbangc  its depositing  ucc >Unt without  the prior written "'"'sent ol' FUNDER: (k) Merchant shall perform  any act that reduce< the ,•a]uc of any Collateral granted  under this Agreement; or (I) Merchant shall default under any of the letms,  CO\'etlal\1.< anJ cm>ditions of nnyo!her agreement with FONDER. 3.2 n medl s.ln case MY Event of Default occurs and is not wa1ved pursuant to Section  4.4.! hereof, FONDER on  its own and on bchalfofdLC  !'u!ldero may proceed  to  protect  and  enforce  io. rights or  remedies  by suit  in  equity  or  by action  at law,  or both, whother  for  the specilic  performance  of any 0\'e!Hult, asrcemcnl  OJ  o 1cr  pruvi>ion comai11ed herein,  or to enforce  llte di> hargc  of Merchant's ohligatiuns   hereunder  (including  tho  Pcr<onal Guarantee)  or  an)' other  legal or  equilllble  right or  remedy.    i\11  rights, powers  und remo:dies of FUNDER in connection  wid> this Asrcemcnt  may be exercised  al any  time by FUNDER allcr  the occurrence  or"" Even! of  i}cfault, ure cumulative  and  not exclusive,  and  shall  be  in  addition   to a>>>'  other  tights,  power;  or  rcmedic,; provid«< by law or equity. 3.3  Co•l•. Mc>elmnl shall pay to FUNI)Ell  :!II reasonable costs associated  with ( )  " breach   by  Merchant   of   Uoe    Co>•enants in  this  Agreement   und    oc enforcement  thereof, and (b)  le enforccmrnt  of UNDER '• remedies set tOrth in Scolion 4.2 alxwc, including hut nol)imitcd  lo court !:()SIand anomcys' fcc . 3.4 ltouuirs:d   Notllkat!rms  l\lerdoantls  requlrs:d  to gh•e FUNDF.R  wri((s:n ttolkc wllb!n 24 hours of n)" tlllng under Tklc  II  ofthe United St•lc• Code. Merchant Is required to h•e FU!'<DER senn  days' written notice  prior  !u the c!u lnc  uf nyul" of      ll or ubuantMiy all of tiLe Mcn:llanl's osss:t< or stock. IV. HSCELU..NEOL'S 4.1  Mudlll>•oUon••  Al•recluenl•.    No  modilic tiot>,  amendment,   wai\'cr   or onscnt or any  provision  r•f this Agrcemcnl  shall  he effective  unlc." the same shall be in writing and •igned by FUNDER 4.2   Assi  nmen!. Merchant  acknowledges and understands   that  I'UNDER  » acting on its own behalf 11nd  a.>  the aclmini>t>ator und lead investor for" gn!Up of indcpc11de!ll pa>1icipulll5  a  liot of  whi<;h c•n  bprovided   lo  Men•hant  "li"r funding and upon wriuen  noucc  to F\JNDEit.  !'UNDER  may u<Sign. uamfer or sell it, right.< to 1cceivc the Purchased  Amount or delegate its dutic.< hereunder, either in whole or in purt. 4.3  Notices.  All notices,  requests,  consent, dcmLI!lds and other  communi<:Mion" hcrew>der hall he delivered  by certified  mail,  rc!urn receipt  requested,  to  \he r"'pectivc parti"' to !his  Agrcemcn! at tho r.:ldre<scs set forth in this Agreement and >hall b.come efl"ective only UIMlll rocoipl. 4.4  W•h•n nemcdi<S.  No failure on  the part of FIJ.';'DER to exetctsc,  and  no delay  in cxe>dsing,  any 1ight under  this  Ag ecmenl  shu!l ope1u1c us a  waiver thereof, nor sht<\1 any single or P"rliol exercise of any right under this Agreement preclude  at\)' other or funher  exertise l11ercof or tltc exercise  of any other 1igh1 'l11e rcmedic;;  provided  hereunder   arc  cumulati\'e   and  not  e•clusivc   of  any remedies provided by law or equity. 4.511h>dbw Effttt•  GovcrnJnr Lw   \'cnuMnd Jurisdlcllnn  This Agrwnen> shall  be binding  upon and  inure to Ihe  bct cfn of Merchanl,  FUNI)F.R (and  it's l'artidpums} and their rc pcctivc successors  and as.,igns, FUNDF.R•l'articipanls shall  be third plill)' benetlc>ad« of all such agreements.    except  thnt Merchant shall  not  ha\'C  the  righl  10  a.<Sign  it' rights  hereunder  or  any  interest  herein withoul oc p>io> wri1tet1 cotl>ct\1  of FUNDER which c"n>ctll moybc will oeld in UND!iR's solo   discretion.    FUNDER   rescrv•o   the   rights   to   aSSi)ln this Agreement  with or  without  IHior wriltcr> nnticc 10 Mcrchanl.  This  Aweemcnt .<hal\ be govemcd  by and cons  lted  in aocordancc with Jl>e  laws of !he SMc  of New York,  without ro urds  to any app\ic:oblc principals or conllicts  ol' luw. Any .<niaction or pro>eccding arisinu hereunder, or the intc netation,perfunuancc  or bocach hereof, shall, if FUNDER  so elects,  be instilutcd  in any court  siUit>g "' New  York,  (the ""Acceptable Forums").    Me1chan1 asrces  thill the  Acceptable Fomms  arc  convcnicmto it, nud suhmit< to the jurisdiction  of  the AccCjliBhlc l'n>llll\and wa01•cs any a11d  all ohjec!ions  to jurisdiction or venue.  Should  >llch proccoding be i11itiated in  "'I)' olhcr  forum, Merchant waives ny >ight h>  >•ppusc any m\lli\ln or application  moUe by FUNDER to 1ransfor such  proceeding  to an Accoplablc Fomm. 4.6  Sun•ival  of   lhpn:sen!allon   etc.   All  representation<,   wllrtantic.< and cuvcnants  herein shall sm\•ivc the exocutiotl and delivery of this Agreement and shnll continue  ill full li>rcc tlnlil all ohligatim>s under this Agreement shall  have been sal!slicd in full and this ,\greemcnt <hall have terminated. 4.7 Sr>•ernblllty.  In ca.<o any of the provisioons in this Agreement  is f<>Und    I<> be invalid,   illegal  m uncnl\•rceablc   in  ony  respect,  the  validity,   logalily  '"'d eLLforcc holit<>(an;• nthct  l*"'isinn •>tl!:unod  herein ;,hall no! m an)-'  way be affcc•tcd or impaired. 4_8   F:n!lre   Agrretncnt.  Any   pro\'ision   hcrrof   prohib!led   by   law   'halt   be moffcctivc  nnly  to  the  extent  of  such   prolubili,>ll without   invalidating   the remaining  provisions  heroof. ThiAgrccmonl  and Seeul"l!y Agncn>enl  hereto ctnb(>dy the entire ngceemcnt between Mc ehant and FUNllER and supersede  all l"iur agreements and nnde11aandings relating to lllc suhject mancr hcrwf. 4.9JUR\' TlUAL WAIVEII. THE l'ARTIE-.'> IIERETOWMVK TRIAL B\' Jilin' IN  ANY COURT IN  ANY SUIT, ACJ"ION OR  l'ROCEF.DII'\G ON ANY !Kn'ER ARISING !)II CONN :CTION  WITH  OR  IN  ANY  WAY UELATE!>  TO  THE TJ{ANSACTIONS OF  WHICH THIS  AGREEMENT IS   A   PART    OR   THE    E)IIFORCK\IF.NT  HEREOF.   TilE  I'AR'fU:s HERETO   ACKNOWLEIJGE  THAT  EACH    ?>lAKES  TillS  WAIVER KNOV.'INGLY, WILLINGLY   AND   VOLUNTARILY  AND   \\'ITIIOUT llURESS, AN"ll DNLV  AFTF.R  EATF.NSJVF. CONSIIlERATION OF THE RAMIFIC,\TJONS OF TillS WAIVER  WITH  THEIR ATTORNEYS. 4.10  CLASS  ACrlO)II WAJ\'ER. THE  I'ARTJES II :RETO WAIVE  ANY !tiGHT TO  ASSF.In AN\' CLAI!IIS AGAINST THE  OTHER PARTY  AS A     REPRESENTATlVE     OR     F.MBER  II'\     ANY     CLASS      OR REl'lt£SEN"fATIVE  ACTION,  EXCEPT  WHERE SUCH    WAIVER   IS l'lWIITIIIn:D BYLAW AGAJ:-.ST l'UBI.lC l'OUC\'.  TO THE  EXH:NT EITHER  PARTY  IS  I'ER?I-!ITIED IIV LAW  Olt   COURT OF  L,\W TO I'ROCEED \\'ITU A CL,\SS OR  Rltl'RESI::NTATIVE ACTION AGAINST TilE  OTHER, THE  I'AUTIES HEREBY AGREE THAT;    (I)    THE I'REVAIUNG l'ARTY SHAU,  NOT   BE  ENTITLED  TO   HF.CO\'ER ATTORNEYS' FKF.S OR  COSTS ASSOCIATF.IJ   WITH  l't:RSlJlNG THE CI.ASS  OU  REPUESENTATI\'E ACTION  (NOT  WITilSTANiliNG  ANY OTHEU !'IIOVISJON  IN  nus AGIIH:t\H:NT);  AND  (l) TilE I'ARn' WHO  INITIATES OR  I'ARTICII'ATF.S AS A l\IE:.\IIIER  OF THE CLASS WILL   NOT  SUIIIIIIT  A  CLAn! Olt   OTIIEltWJSE l'AitTICil'AH: IN ANY      RF.COVF.!n'   SECL'IlED   TllllOlJG!l     TilE    CLASS      OH REPRESENTATIVE ACTION. 4. II  Fatdmllo Ae< h!O!ItO.  Fuc.\imilo 'ignol\lre< 'hoi\ he de< mod rcq>tahlc li>rollpmp».'<'., Initials:------    Samson Partners -SECURITY AGREEMENT AND GUARANTY  Merchant's Legal Name: SpccdEmissions. Inc. I SpeedEmissions Car Care  LLC I SpeedEmissions Acquisition  Company. LLC    D/B/A: Speedemissions fACHl  (LFl    Physical  Address: 1015 Tvrone Road Suite 220  Federal  ID# 33-0961488    City: Tvrone  State:  GA  Zip: 30290   SECURITY AGREEMENT    Security Interest.  To secure  Merchant's payment  and performance obligations to FUNDER, as the lead purchaser for itself and its affiliates  or the Fundcrs  , a list of which may be provided  to the Merchant upon  written  notice after the funding of the purchase  closes under  the Merchant Agreement  (the "Factoring Agreement"), Merchant  hereby grants  to FUNDER  a security  interest  in (a) all accounts, chattel  paper, documents, equipment, general  intangibles, instruments,  and inventory, as those terms arc defined  in Article  9 of the Uniform  Commercial Code (the ..UCC"),  now  or hereafter  owned  or acquired  by Merchant; and (b) all proceeds,  as that term  is defined  in Article  9 of the UCC {a and b collectively, the "Collateral").  Cross-Collateral. To secure  Guarantor's payment  and performance obligations to FUNDER  (and its the Fundcrs)   under this Security  Agreement and Guaranty (the "Agreement"), Guarantor hereby grants  FUNDER, fOr itself and its participants, a security  interest  in_ (the "Additional Collateral").  Guarantor  understands that FUNDER will have a security  interest  in the aforesaid  Additional  Collateral  upon execution of this Agreement.  Merchant   and  Guarantor each  acknowledge and  agree  that  any  security  interest  granted   to  FUNDER   under  any  other  agreement   between  Merchant  or  Guarantor and FUNDER  (the "Cross-Collateral") wlll secure  the obligations hereunder and under the Merchant Agreement.  Merchant  and Guarantor each agrees  to execute  any documents or take any  action  in connection with  this Agreement as FUNDER  deems  necessmy  to perfect  or maintain FUNDER's first priority  security  interest  in the Collateral, the Additional   Collateral  and  the Cross-Collateral, including the execution  of any  account  control  agreements. Merchant and  Guarantor each  hereby  authorizes FUNDER to  file  any  financing statements deemed   necessary by  FUNDER   to  perfect  or  maintain  FUNDER's security interest,  which  financing  statement may  contain  notification that Merchant and Guarantor  have  granted  a  negative  pledge  to FUNDER   with  respect  to the Co!lateral,  the Additional  Collateral  and  the Cross-Collateral, and that any subsequent lienor  may be tortiously interfering with FUNDER's rights.   Merchant and Guarantor shall  be liable for and FUNDER  may charge  and collect  all costs and expenses, including but not limited  to uttorney's fees,  which  may be incuned by FUNDER  in protecting, preserving and enforcing FONDER's security interest  and rights.  Negative Pledge,   Merchant and  Guarantor each  agrees  not  to create,  incur,  assume,  or permit  to exist,  directly  or indirectly, any  lien  on or with  respect  to any  of the Collateral  , the Additional Collateral  or the Cross-Collateral, as applicable.  Consent to  Enter Premises and  Assign  Lease.  FUNDER  shall  have  the  right  to cure  Merchant's default  in the  payment  of rent  on  the  following  terms.   In  the event Merchant is served  with  papers  in an action  against  Merchant for nonpayment of rent  or for summary eviction,  FUNDER  may  execute  its rights  and remedies  under  the Assignment of  Lease.    Merchant   also  agrees that  FUNDER   may  enter  into  an agreement   with  Merchant's landlord  giving  FUNDER   the  right:  (a)  to enter  Merchant's premises  and  to  take  possession of the  fixtures  and  equipment   therein  for  the  purpose  of  protecting  and  preserving same;  and (b)  to assign  Merchant's lease  to another qualified  Merchant  capable  of operating a business  comparable to Merchant's at such premises.  Remedies.  Upon  any  Event  of  Default,  FUNDER   may  pursue  any  remedy  available at law  (including those  available  under  the provisions of the  UCC),  or  in equity  to collect,  enforce,  or satisfy  any obligations then owing,  whether  by acceleration or otherwise.  GUARANTY  Personal Guaranty of Performance. The undersigned Guarantor(s) hereby  guarantees to FUNDER,  and its affiliates or the Funders, Merchant's performance of all of the representations, wammties, covenants made  by  Merchant in this  Agreement  and  the  Merchant   Agreement, as  each  agreement   may  be  renewed,  amended, extended   or otherwise modified  (the "Guaranteed Obligations").  Guarantor's obligations arc due (i) at the time of any  breach  by Merchant  of any representation, warranty,  or covenant made  by Merchant  in this Agreement and  the Merchant Agreement, and (ii) at the time Merchant  admits  its inability  to pay its debts, or makes  a general  assignment for the benefit  of creditors, or :my  pmcecding shall  be instituted   by or against  Merchant  seeking  to adjudicate it bankntpt or  insolvent,  or seeking  reorganization, arrangement, adjustment, or composition of it or its debts.  Guaranto1• Waivers.   In the event  that Merchant  f:tils to make a payment  or perfOrm any obligation when  due under  the Merchant  Agreement, FUNDER  may enforce  its rights  under  this  Agreement without  first  seeking   to  obtain  payment   fimn  Merchant, any  other  guarantor, or  any  Collateral, Additional   Collateral   or  Cross-Collateral FUNDER  may hold pursuant  to this Agreement or any other guaranty.  FUNDER  docs  not have to notifY Guarantor of any  of the following events  and Guarantor will not be released  from its obligations under  this Agreement  if it is not notified of: (i) Merchant's f.'l.ilme to pay timely any amount  owed under  the Merchant Agreement; (ii) any adverse  change  in Merchant's financial  condition or business;  (iii) any sale or  other  disposition  of  any  collateral   securing the  Guaranteed  Obligations  or  any  other  guarantee of  the  Guaranteed  Obligations; (iv)  FONDER's  acceptance of  this Agreement; and {v) any renewal,  extension  or other  modification of the Merchant  Agreement or Merchant's other obligations to FUNDER.  In addition, FUNDER  may take any of the following actions  without  releasing Guarantor from any of its obligations under  this Agreement : (i) renew,  extend or otherwise modify  the Merchant  Agreement or Merchant's other  obligations to FONDER; (ii)  release  Merchant  fi•om its obligations to FONDER; {iii) sell,  release,  impair,  waive  or otherwise thil to realize  upon  any collateral   securing the  Guaranteed Obligations  or  any  other  guarantee of  the  Guaranteed Obligations; and  (iv)  foreclose   on  any  collateral   securing  the  Guaranteed Obligations or any  other  guarantee of the Guaranteed Obligations in a manner  that impairs  or precludes the right of Guarantor  to obtainreimburst:rnent for payment  under this  Agreement. Until  the  Merchant  Amount  plus any  accmed but unpaid  interest  and  Merchant's other  obligations to FONDER  under  the  Merchant  Agreement  and  this Agreement arc  paid  in full,  Guarantor  shall  not  seek  reimbursement from  Merchant  or any  other  guarantor for any  amounts paid  by it under  this Agreement.  Guarantor permanently waives and shall not seck  to exercise  any oft he following rights  that it may have against  Merchant, any  other guarantor, or any collateral  provided  by Merchant or  any  other   guarantor,  for  any   amounts  paid  by  it,  or  acts   performed   by  it,  under   this  Agreement:  (i)  subrogation  ;  (ii)   reimbursement;  (iii)   performance;  (iv) indemnification; or (v) contribution   In the ("vent that FUNDER  must return  any amount  paid by Merchant or any other gu> rantor of the Guaranteed Obligations because that person  has become  subject to a proceeding under  the United  States  Bankruptcy Code  or any similar  law, Guarantor's obligations under  this Agreement  shall  include  that amount.  Guarantor Aclmowlcdgement. Guaranto1• acknowledges that: (i) He/She understands the seriousness of the  provisions of this Agreement; (ii) He/She has  had  a full opportunity to consult with  counsel of his/her choice; and  (iii)  He/She has  consulted with  counsel of its  choice  or  has  decided not  to avail  himself/herself of that opportunity.   INITIAL:---­ Joint  and Several  Liability.  The obligations hereunder of the persons or entities constituting Guarantor under this Agreement are joint and several.  THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE "MERCHANT AGREEMENT", INCLUDING THE "TERMS AND CONDITIONS", ARE HEREBY INCORPORATED IN AND MADE A PART OF THlS SECURITY AGREEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN TI-llS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE !\lEANING SET FORTH IN THE MERCHANT AGREEMENT, INCLUDING THE TERMS AND CONDITIONS.  MERCHANTS AND OWNERS/GUARANTORS ACKNOWLEDGE THAT THIS WRITING REPRESENTS THE  ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO.   IT IS UNDERSTOOD THAT ANY REPRESENTATIONS OR ALLEGED PROMISES BY INDEPENDENT BROKERS OR AGENTS OF ANY PARTY IF NOT INCLUDED IN THIS WIUTTEN AGREEMENT ARE CONSIDERED NULL AND VOID.   ANY MODIFICATION OR OTHER ALTERATION TO THE AGREEMENT MUST BE IN WRITING AND EXECUTED BY THE PARTIES TO THIS CONTRACT.    MERCHANT#! By Richard Parlontieri (Print Name and Title)  (Signature)    < SignHere   SSII 2R5-40-9642   Drivers License Number: 018466983 GA      MERCHANT#2 By    (Print Name and Title)  (Signature)    <Sign Here   SS#   Drivers License Number:      OWNER/GUARANTOR #I By Richard  Parlontieri   {Print Name)  (Signature)    <Sign Here   SS#  285-40-9642   Drivers License Number:  018466983-GA      OWNER/GUARANTOR  #2 By       ------------    <Sign Here    SS#   (Print Name)  (Signature) Drivers License Number:                            AUTHORIZED SERVICING AGENT- Colonial  Funding  Networl•, Inc.  Colonial Funding Network, Inc.{Colonial) is the Authorized Senicing Agent of Samson  Partners for this contract providing  administrative, bookkeeping, reporting and support services for Samson  Partners and  the Merchant. Colonial is not affiliated  or owned by the Samson Pa1•tners and is acting as independent agent for services  including but not limited to background checks, credit  checks, general  unden\1"iting review, tiling UCC-1 security  interests, cash management, account reporting and remit  capture. Colonial  may at its sole discretion  participate in this financing by providing  a small  portion  of the funds for this transaction directly  to Samson  Partners. Colonial is nut a credit  card  processor, or in the business of processing  credit  cards.   Merchant hereby  acknowledges  that in no event will Colonial  be liable for any claims made against  the Samson  Partners or the Processor under  any legal theory  for lost profits, lost revenues, lost business opportunity, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is waived by the Merchant and Owner/Guarantor.    MERCHANT By---------- 77-.---  ----------­ (Print Name and Title)    Sign: ------------=-----:--------------------<"'-. Sign Here   tr-('.,J"'J c o l o n ia 1  f u n d '1   n g n c t v.r  or k   Origination Fee- to cover underwriting and related  expenses Amount Funded  Origination Fee Up to $7,500.00 $199.00 $7,501.00-$50,000.00 $295.00 $50,001.00-$100,000.00 $395.00 $100,001.00-$250,000.00 $795.00  a)   ACH Program Fee-  $ 395.00  ACH's  are labor intensive and are not an automated  process requiring us to charge this fee to cover costs  b)   NSF Fee (Standard)-  $ SO.OOea Up to FOUR TIMES ONLY before a default is declared    c)   Rejected ACH­ Daily ACH Program   When the merchant  directs the bank to Reject our Debit ACH Amount Funded  Reject Fee i.   Up to $7,500.00  $  25.00 ii.   $7,501.00-$50,000.00 $  35.00 iii.   $50,001.00-$100,000.00   $  50.00 iv.   $100,001.00-$250,000.00 $  75.00 v.    Over $250,000.00  $100.00   Weekly ACH Program  Amount  Funded  Reject Fee vi.    Up to $7,500.00  $  75.00 vii.   $7,501.00-$50,000.00 $  99.00 viii.   $50,001.00-$100,000.00   $175.00 ix.   $100,001.00-$250,000.00 $275.00 x.    Over $250,000.00  $395.00     d)   Bank Change Fee-  $75.00 requiring us to adjust our system   When Merchant requires a change of account to be Debited      e)   Blocked Account-   $2,500.00   When Merchant BLOCKS  account from our Debit ACH which   places them in default (per contract)    t)  Default Fee­ Collections   $5,000.00   When Merchant changes bank account cutting  us off from our   g)   UCC Termination Fee-  $150.00   When Merchant  request a UCC termination    Miscellaneous Service Fees.  Merchant shall pay to Colonial certain fees Merchant funding is done electronically to their designated bank account and charged a fee of $35.00 tOr a Fed Vlire or $15.00 for an ACH.  The fee for underwriting and origination is paid fi•om the funded amount in accordance with the schedule below.  If Merchant is utilizing a Bridge I Control Account, there is an upfront fee of $395.00 for the bank fees and administrative costs of maintaining such account for each cash advance agreement with Merchant. Fund transfers fi_-om  Bridge I Control Accounts to Merchant's operating bank account will be charged $10.95 per month via ACH. This fee will continue if the bridge account remains open after the RTR is paid.  Merchant will be charged $50.00 for each change of its operating bank account once active with Colonial.  Any administrative adjustments associated with changes to the Specified Percentage will incur a fee of$75.00  per occurrence. (All fees are subject to change)     Merchant Initials:                    _   ACH Authorization Form   Business Authorized to Debit/Credit  Amount:   Samson Partners, LLC 347-442-7999   4459 Amboy Road Suite 3 Staten Island  NY 10312  Account Holder Information:   Richard Parlontieri  Speedemissions Account Holder Name  Account Holder D.B.A. Name  Account Holder Phone  1015 Tyrone Road Suite 220  Tyrone, GA, 30290 Account Holder Address City State  Zip  Account Holders' Bank lntormation:    Account Holder's Bank Name Branch City State  Zip    Bank Routing-Numbers Bank Account Number  Transaction lntormation: UNDERWRITER  FEE Goods Purchases/Services Rendered    $999.00  Amount  of Transaction   January 19,   2015   Effective Date     Authorization:   In exchange for products  and/or services listed above the undersigned  hereby authorizes Samson Partners  LLC To electronically draft  via the  automated clearing  house system the  amounts  indicated  above from  the  account  identified above.   This authority will  continue  until  withdrawn in writing by the   undersigned  account   holder.     The  undersigned   hereby   certifies   that   they   are  duly authorized  to execute  this  form  on behalf  of the  above listed  account  holder.   I acknowledge that I am subject to a $35.00 reject fee if item is returned for insufficient funds.        Signature of Account Holder   Richard Parlontieri Name/Title of Account Holder    Date

EX-10.28

Exhibit 10.28

Samson Partners  Ph. (347) 442-7999 (718) 304-1163 Contract ID# 405812 Sales Partner: Steve Marlmwitz, Jr. Samson Partners  REVENUE BASED FACTORING  (RBF/ACH) AGREEMENT  Agreement dated March 06 2015 be'hveen Samson  Partners ("FUNDER") and the merchant listed below ("the Merchant"). (Month) (Day) (Year) MERCHANT INFORMATION  Merchant's Legal Name: SpeedEmissions  Inc. I SpeedEmissions Car Care. LLC I Soeec!Emissions Acquisition Company. LLC D/B/A: Speedemissions CACHl CLFl  State of illcorporation I Organization; GA Type of entily: (X) Corporation (  ) Limited Liability Company ( ) Limited Partnership (  ) Limited Liabilily Partnership (  ) Sole Proprietor  Physical Address: 1015 Tyrone Road Suite 220  Mailing Address:  Date business started (mm/yy): 01/01  City: Tvrone  Cily:  Federal ID# 33-0961488  PlTRCHASE AND SALE OF FUTURE  RECEJVABLES  State: GA State:  Zip: 30290  Zip:  Merchant hereby sells, assigns and transfers to Funder, as the lead purchaser  for itself and co-investors  [making Funder on behalf  of itself  and all co-investors (collectively the Funders),  the absolute owner] in consideration of the funds provided ("Purchase  Price") specified below, ali of Merchant's  future receipts,  accounts, contract  rights and  other obligations arising from or relating to the payment of monies from Merchant's  customers' and/or other third party payers (collectively the "Receipts" defined as all payments made by cash. check, electronic transfer or other fonn of monetary payment in the ordinary course of the merchant's  business), until such time as the "Receipts Purchased Amount" has been delivered by Merchant to FUNDER. The Receipts Purchased Amount shall be paid to FUNDER by 1he Merchant irrevocably authorizing only one depositing account acceptable to FUNDER (the "Account") to remit the percentage specified below (the "Specified Percentage") oftbe Merchant's Receipts, until such time as FUNDER receives payment in fW.l of1he Receipts Purchased Amount  In consideration of servicing the account, the Merchant hereby authorizes FUNDER to ACH Debit the "Specified  Daily Amount" from the merchant's bank account as the base payment credited against the Specified Percentage due. It is the Merchants responsibility to pro\ de bank statements for any and ali bank accounts held by the Merchant to reconcile the daily payments made against the Specified Percentage permitting FUNDER to debit or credit the difference to the merchant so that payment equals the Specified Percentage.  Failure to provide all of their bank statements in a timely  manner or missing a month shall forfeit all rights to future reconciliations. FUNDER  may, upon Merchant's  request, adjust the amount of any payment due under this Agreement at FONDER's sole discretion and as it deems appropriate in servicing tills Agreement. Merchant understands that it is responsible for ensuring that funds adequate to cover amount to be debited by FUNDER remains in the account Merchant will be held responsible for any fees incurred by FUNDER resulting from a rejected ACH attempt or an event of default (See Appendix A) FUNDER is not responsible for any overdrafts or rejected transactions in the Merchants account which may result from FUNDER' scheduled ACH debit under the tenns of this agreement Notwithstanding anything to the contrary in this Agreement or any other agreement between FUNDER and Merchant, upon the violation of any provision contained in Section 1.11 of the MERCHANT AGREEMENT TERMS AND CONDITIONS  or the occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT IERMS  AND CONDITIONS, the Specified Percentage  shall equal 100%. A list of all fees applicable under this agreement is contained in Appendix A. Purchase PriCe:$60.000.00 Specified Percentage: ll% Specific Daily Amount: $1...1.ill!.QQ. Receipts Purchased Amount: $76.800.00  THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH ON PAGE 2, THE "MERCHANT SECURITY AGREEMENT" AND "ADMINISTRATIVE FORM HFiREOF ARE HEREBY INCORPORATED IN AND A PART OF ms CHANT A REE iENT.  FOR THE MERCHANT(#!) I ,/ _ / By Richard  Parlontien CJ'l.L't4.t!J'  V  Sign Here  -------c======------ . OWNER/GUARANTOR #I /  /  '/ _  /- By Richard  Parlontieri  C.f/a1c  Sign Here (Print Name)  (Signature)  . OWNER/GUARANTOR #2 By -----===:c---------- Sign Here (Print Name)  (Signature)  . Samson Partners  Bv Sales Associate Name: (Company Officer)  To the extent set fortl1 herein, each of the parties is obligated upon his, her or its execution of tl1e Agreement to all tenns of the Agreement, including the Additional Terms set forth below. Each of above-signed Merchant and Owner(s) represents that he or she is authorized to sign tllls Agreement for Merchant, legally binding said Merchant to repay this obligation and that the infonnation provided herein and in all ofFUNDER documents, fonns and recorded interviews is true, accurate and complete in all respects.  If any such infonnation  is false or misleading, Merchant shall be deemed in material breacl1 of all agreements between Merchant and FUNDER and FONDER shall be entitled to all remedies available under law. Mercl1ant and each of the above-signed Ovmers authorizes FUNDER, its agents and representatives and any credit reporting agency engaged by FUNDER. to (i) investigate  any references given or any other statements or data obtained from or about Merchant or any of its Owners for the purpose of this Agreement, and (ii) obtain credit report at any time now or for so long as Merchant and/or Owners(s) continue to have any obligation owed to FUNDER ANY MISREPRESENTATION MADE BY MERCHANT  OR OWNER  IN CONNECTION WITH THIS AGREEMENT MAY CONSTITUTE A SEPARATE CAUSE OF ACTION FOR FRAUD OR INTENTIONAL FRAUDULENT INDUCEMENT TO OBTAIN FINANCING. 02-02-15  ColonialFunding Network as Servicing Agent MERCHANT AGREE?IIENTT£RMSAND CONDI'rJONS  l. TERMS OF ENROLI.M£N1'1N I'ROGRA!Il  l"nlodic• by loli1UiL In  PIW 1uo;IL  lowsuiin  \\11ich !'UNDER all 11  m:ul'o;' • mrrui[iun <>f it or il< debts;  {d) lb• &Lllldinllf  llllli•of  1cmin li<>ll  b\• I I  Mo !LI.I!LJIJ:ru!dl.AJII:f.l'l!!•n• Mot'CI!Dl\1 sh ll<m<:  UIU  an IIJ:IIliCR\ nl { IC jud llltnl,  J Pin!Jeo:IIIUI(. Mereh:l  h ll bt li blo for II of FUNOEI!.'1  011< Cluornnlor: (oJ  MCJcl!OIIl  lhllillronlpOf1, mo c, inlmupl, OU!pcnd, di<lol••c Ur "M,.n;hiii{illm;<[  A,  n llfl  lJNOER, wid1 n Bonk  of lowru•\, inclu4injl bul natlinoL'lod  10 aii!COSDIIPblo: PII0111C  t' Jee1 Pild  c<>ILrl !t<lllilloll:ils bwin=s1; ({) Mcrch211(s1Li111 nDJ:fcrarsolbllor IUbltwllio\tyallof lll:ccploblc lo Fl.JND:ER. 10 obtain  tltctrC!llic (und lr:t llft:r mvir.tf. Morol•onl CCIII. ill o1SOU: (h) M=rc lllll slioll  rnlll.:e 01'  acnd  notiof  ony lnlcndod  hlllk 'ole or l.ollilfa\•ick I'UNDE\l and/or ifs oVOiolll'.:d IL,!:tlll wW1  all aflho informoliPII, l'foloclio1.  Mtrcha.ll 11, upDl\ owfaltiou of lhir A&r<emcnl, dolil'cr  to ll'lllllrcr  by Mm:hanl; [i) MClchonl .d••ll  It rnullipldq>orilocy OCCOUII[$ 1l<llltori..,.lion< III:CC«IIf)'  far  vwlfyin; Maehonl'r ei••Jibl,  rcccip\1 }1JN0Eitllll UL"<UId ud nltU!ntaflc••orMel':ll nl'lllnmli••• inloi'Orof widL0\11  dtc prior \\tillto  CDI\Itlll  of FliNDER; (j)  Mo1ChAlll olloll ch mgc i S dopwil' i"ro llooMcolllll Mcn:h!llllsholl lllllhori,.,!IUNDEilmJdlor it'r o£elllio fl.lNDEI!..  Upo11 biCOI  of on,tm>Vilion in 1hirpiiiA&tiiJ'lo 1.12.FllNIJEit ""'i" dc lliillnao: unl wilhoullloc  pritrrwriUon Clln•cnl ofFtnmEI!.; (I;) Mctchnr11 dcductlhc lllliOUl\Lo owed ro FUNDEil for rhcll.oocii•Lo osapcciCicdlociCill fro • o n:iltil$ right•  under  oucl1 ,..,h:nmCI'olofloosc, sllllll pltlom>  IJ<' M( lht rcdueu tire \"lllucorm•y  Collo rlll gr,nlW U\ldCI" lhi1 solllcmenl omount.o 1111iol1  \l.,uld olhCI'\\>Ic bdue 10 Mwchllllt  I>)" (ICmlillin!: Pro1ccli1111  8. FUNDt;R ma)'  debit  1>\;J'C ""t'r  dcp<»il<l>' accounl> \\ilor01'  J. oeorucnl; or (I) M11chunl  iln\1 dcfo.ult under "''Y oftl1o !141. cCI"CnAIIU fll\ll l'UNDEll. to \\ill•dr  \1" 1l10 OJlCcilie WI}' lUilounl cu:dllod  ll,!llinll tire ipociCiod 1illlolcd h)' lliOL111$ af ACH tlcbilol fac1imilc liyn l ro on a n l[llllti"YMet'O(ed Cflndl nn$ofllll}'001tr IISTI\tllltntwill! Ui'lDEIL p<IUIIIby ACH d bit of d1M<rol•.,lleoaunt. The aU Lcri11li1111 Jl•tdl  b.:  cbeck ohot\11 on M...-chua\ 1'Lion!: m:o.uunl orolhcn•i•e 3.1l11 cosu  llllY E\'Dn\  af D•f tLito  P: ""d ;, nul wni••ed  [IUJ-.uam jnT; •oc•blnlitl"'ut d10 wriucn  connntofFUN'DEit.  l.l2  fto[n,"lhm .,r  lnfnml"l!DD Mr:n:lLMI  1111d em:!.  pem•n .aiwoiqll 1hil 10 S lion 4,4.1 hcr"''f, FONDER an iu o11n anon bcl, !foflho Fo-.do:n; mny l.l Terno ur At•Rv!l!>n! This Ayccmn1 Jlllill  hUI"e All inclc LUlc  ll:lnl  lhnl  eJilelon  bchall" or McrcltMI •nd/ur "" Ow11er, in I<:Spoc:l  uf hinuelf w 5'10CI'Cld It>  J-'DICOl .and eofon:c iu 1igho.-  mlU:dies by 4ui1 ;,. o uily or b).• sh.oll  lui o.itlu:t un1!1  811  tloo  MC!dmnroblignliPn.< lo FllNDEft oro  ful •  III:J <:!f pcrronOLIIy,  >UIIllllil'l:&  FlJNDER  10 diiCIOJc infonn lion  <: neomln  •oliun •tlllll', or bo 1, wbclbor for lh•  •oltic Jll'lfOI'IIIILIIOC of un.••  tlll't:ll l. rflod. 'l'lli• shullllll:ludcbulnol bo linl10 OU)"Inowols:, oo1s111ndio£ fac1 Men:ILmLI'ond coth OLVUct'J er il ILIIding {inoludin8 credit  buruw ropolll Otl IWnl ,- uthn pro1•isian  CO IlitLCd 11erch1, or 10 tmforulho diwh11111• Df or mLI•. thot FUlmER  obtoial) .,.,d  b olncs1 wndU<:l 011ly  to  11>:"1>\S. llffiliu11:s,  Mt...!tmLI'o  oblilliLlions hcll'undcr (iru:loding the l'crson•l Guotantoc) or IIlli' IJ funcrl'ul"f'h• r•  fUNDERn:ltlnllhc riJIIII IOI"CSCirLdlJlo offer to mol;o IUIIIidiwiCJ, 1111d Lll"cdil  «:panimg  bll!"OUO. Mcrchonl  Md cnc:!L  Owntl" llcrclly  olhtl"  i"J cl ur oqUi\DbiU  rig!<ll n:nocd)•, All ri[dtlS, JIIIWCI1 lllld  n:moc!io1 &r on• i"""'"'np 'tnonlf  her..,ndor, ilL its lOicdlr n:tion.  wah,. Ia lhc mll'>imum  = ten\ )lcthlilltol  b)• lOll' 1111•cloirn for doli\IIJle< llJIAinll  rUNDEI\  in eonnaclion  ll'iiiL this AgnlelllcLL\ln• ho cnrcisoc! ulllll)' lillie by lA Flnnnrlol Cond\[l•n Mcn:ILinl and Guutllntolf') lllthortl.! l!UNDER !'UNDER or on '"fitJ; otllliolc•nd lbo Fun dot• rc!aIC' {i) i"l'tldaatio FUN DEl!. o!let  lhe otaltTCIICof 1111 Ei'CIIl of Default, I"" CIIMUIIII!I"C  !Ill•ol "!lnd IIIIIJ:CPII lo inl"elli  utc tb lrilllund•l•• 'l'"'llillilll)•and  lli<lOI")', nd  uud<:rtnken by at on beb t(ofl'UNDEJl LJ; mnitlod tbls A,nocrnonl OT(ii) ei'.Clu•il"e, 1111d •h ll bc in Addition  lo 1111)" othtr rislll<, powc1< or rcn•cdico: "'lll!lfD'"Idc Ia FUNDER anyliRnkcr nuoJrla1illlftllenll, lT t•rturns,ctt.,  diltl llln: clinfotm lionu  t:rJniud by tlti• Agn:I:!Utlll, pto\'idcd  by low or "'lui! . 01 FUNOER d•••n• neccUlll')'tlriDr lo or\ ny t nc oflr tll."<tll!on afthil 1.13  Confi4rn!!u1Ur. Mcrcl1an1 undc!llllldl Md l!ll1" '< lllat tho lcrmr and ].) Curl<. Mcrclwtl  slloll pay to I'UNDEll aU ""1111mablo caslr ""oeiotcd v.ich A ro•m nt. A  huiUlliJl' ortlil.l MPlllorl? lion wllllrc  dccmc01 ncrc table  cond!licn•  Qf !lot product< 111Jd m•i""'  affcml b)' FUNOEI\, incl\l ius !hit (II) bru.dL bl'  Merchonl  of  the Co1•cnMII  In tlri1 AnrcanC\11  attd tl,c for ,.,kml• ufflnundllllilfonnutlun. FUND£1!. (i uthurl:aod ILl upd8t•tllt:ll  1\jl=menl.nnd an• ot\11:1" FUND(;lt dnCIILnClliallnns ( nllootil"tLI)'."Confidential  enfllflllmlcnlllLcn:of, lll<d (b) !he crrfo110cnu:rot ot" FUNDER'• rcmcdi.,. ul rooth lllfumtulln DUd  llnantiHI]Lrumcs (rum tbnc1u1imc UJ II j] 1111  lnfonn  Lilln"J pre prnprictou)' 1111d  tonlldL:Iltiol  infomlallDII of  FUNDER.  iu Sec:on 4,1obot•.inclttdinc  but no!!ioti!cd to COUI"IOOIIJ tu1d lllton• 'f fcC;l, U(II""IO!trirte.  Aecor lns•  lou di1o:lc iJ RqUi ed b •]pw or court order, MorthMI Jhnll J.4 Royt•lr!il No!!!icrulpgf 1 Men:honl is t"l'ijU]rd tu c:n•c FUNOER wlill(ll I,S  Tmn!yr!loyu! li!jtg11• Motdionl oulhorim:t:  lbcit-  bonl: In [lrO','ido  net disclc1e COilfidClltiollnfamnlliDn ufFUNDilll.  to 1111}' por&oH oOul\'  01an  m null<:••wllllin :14 hu rbf u•min!! undnT k: ll oflloUnited Stslel Cudt:. I'UNDEil \I10L Maclwt!'l  DLil;iltJI or  (lftiCCSiiro.!! l1l1tory  to  dctermint  ottcm •. uceounLUI, finucialllll••ls;or  or Clllplo)'oo of  Mcrdnml who neod1 lo l\lnc un! h rcqulrtd  tu J:h•e FUNDER  11:\'1'11 1111)"$.' wrllt"n  uutlce prior 1<1 qualiliwtion orcontinu•tii!Jl in llli•prugrur . bnw a cl• inf"annll\ion  for lloc  puiJIDOO  uf 1tl\•i1ins Mt:tcioiUll (•'Atlvian 'J, the duilnt: uf an)' nW uf •ll liT  rubltunliull)• ull u( the Mco:bRnt'HIIC!s tlr 1.6  lndemnlfic!!ljgp. MorcliWII  t t d  Gullrontor(l)  jointly Ohd  JCI'=II.Y pro 'idcd wch Ad iwr\IICJ 1Udt  infot>lltdinn  $DieI)• fnr pul]XI< of O \'isiiLH 'lu k. iiLdDI nify  ;and  boiL! .bumlon  l'n>co...,riBiml:,  il:!  offi•  •.  dirocl<>• and  Mcn:luml ll!ld finl naroco in 11'rianc: to  bD bo•111d  b).• U1c  l "mtDf 11Ji1 Scctiun 1\'. MISCEI.I.AN :ous 6hllr IL()llh:rs g:Uru1 nil I<>HOI,  OlnOJeJ,  clainl,, li \!llililll'  1111d  cxptLU:e.< i.lJ. .I Mndlflti!!IRnf' A1lrfl'!!l£M< No atodifi(:lllio, amcn ni Dl, 1\'al\v  ot tincl dlllf! :ro; ronllbtu nllame)•'•  rcoo) inanred b)• Pruot:SSOr  rmllins J"rom  (o) l.l4  Puhlldn'. Mcrel111111 end e  olo OI111Cl" onl)• uthori?:& HINDER  lo Uiciu.,  CORieLl! ofllll}' l""''iiian  ar lbi• "'"""'"'"' ol1oll  bu cffeclil"" unls lhe some cl;ililU assr.nod  byFUNDER for ntonies owed to FUNDER from Mcrch1nt  nd  his or l1cr n a•e ir1 lisling  of clitnll Pllin :uinni•iag and morkclinJII\Iolcrioll sllllll bo in wrilins od risnW b)•FUNDER. (b) ol'\i<101i.ol;cn bJ'  Proocuar in !dlll!l""  11p11n ;nrnm•alian  or ln Lr1lcliooL> with lheir-c l'Rii\\Tiilon ""'L•cnl, 4.2 Morchan! ocl:nowlodgco  m1d  ULidCf  lllhdr 0LOI FUNDJlft is pro1idod [ly FIJNDER. 1.15 .llillitL!• Merchllllbcreb)' P!'k gwJcdtcr ...IIJTC"' I loot FONDER mor actina on it.; awn bc alr and or tiLe wln•inhlrolor:,.d lc:d ;,.,-eoll\r for= III'Ollp"! 1.? N11  U.bllill'. ln no ti"CR!will FUiiiDlilt(o.r  anof the Fund«)  b!lioblc be u•illjl " Dillbuillll:>&  .... 01 'll!blo"  UMICI in COilllCtlinll  \I'm, \'.a>i(llll inrlcpelldcnt PllllitiJI=>ll; I  li1! of whith con be WOI'idlld  to Mcrcllllllt allor fer on)" claimII«<!led  b)• MO<chmLI undt:r ony lq:nl tbtDI)' fDr loll profils,lDII nllllcrw r lmin& to the l•onollCiil>ll  bcl\\l'CFUNDER and Mc1ell l. inchtding ftmdin.s ond upon writllDIto l'UNDI:R. FUNOER  ntD}" w;sil)ll,1rnrlil":r or rct'oii\IIIS, loll butincu Dpporlunitics,  c cLtLplor)', 1•uni"vc. &p;c:inl, incide.Jtlll,  tile flhltll ofUCC•I fmllllcins JIIIICIIlCIIIs d olhtr nolic& or lilhll:t. ••11 ill riJlht1 10 :cod1•e  the l'un:hllSecl AtiLOUtll  or dclet:Aie it$ dutL:s hmundcr, intite<:l or COIIIC4Uelt!iol d.un  &"'•  coch  of 1\'h!ch  it wcl\"cd  by Mt:rchont  m•d  ll,  REPilESENTATIONS, WARIUNTIES AND COVENANTS Mc..,hmll  d •orl11 "•h lcorluplllt. Gtummtorts). rcpror=nu, waiJ1llllo and  cQ\•cniiiiS 0JIIloi  of 1l1il date Md dutinslhe il'lnl or this .> ttulku•  All o!iccrJ, «qUill I$, eonsen1, dcrni•Uh ard other "'"'"Lun\CIL ano U R••IU.nq  11" T..nnt 5oc oa 1.1, 1.7. 1.""l.af d•i• 1\greCIU<:n\lllC  ;\gl"l"tnl•  ILotc\IILdCf  cl1.oll b.c dcli1•en:d b)• ce•liflod o ail, •••urn seceiJII  IICO:lcd,  to the aer•cd  10 far  ll1c b"'ofil  of  Mctch nl. FUWDER md l'roocuor, ond 2.1  Fln"nrtul c ndl!lun  und Finnnrjnl Jolnuunliun. Its bnnk lllld  Jiooncial Rlpcl:li\'0 pJLI"\itf  lo !hiABfcenlt:l o\ lhe whlrcull!; set forlll in this Agreement notwid1ciiLIIdins  lho roo  il111l Prowsor  is not u  pnrl)' of  U1i• AJll"C<:!II "III,  ,.lllo:menu, ""l'iol'  w i•h  ILa\'c bl>cn  fu•nishol tn FU DER, .,d fuMt  ILil ilolllb c•lla lro lil• onlJ'llpgJHI!CIIipt, l'roCCU >rrnn}' rcly poo thoirtcnnul>ll roioclliomau dof1111 in an •aclion, \Dlomcnlrwhieh will be rnrnidlod bCI>lofl.or.lll1hc dil=lion ofFUNDF.!t,foi•lr .4 Wbhyr Rrlllclli '• No failur<: bJl tiLe pori of FUNOER 10  o;m i1c, and no 1.9 Snl••  pf Rr£!•luj.< Mo:<chlllll 11!1FUNDER. 11,!11"01!: lhal d1o Pun:lJaso  1'1k ltfln:iOPI  \D finllfLcial  ondilio:r urM;fcbiLIIII\IUth d ICI, IULd •incotllaoo dlllo;J.  <lehr in  C>;t:n:l•in&, 1111'  ritf\1 under IILiS A I"DCI'1ltllll  s oJI op lll!C 115 a wtl1-w under thi1 A n. cnl  i1 in e> cb  n.gc for the l'un:lnLsod  .AmDUnl 1111d tht  do tlr....,  ha>  bcoo na mnl<:rlo\ od.....,..  chllllgcrJ, finm•ciol  ar oLlH:l"lliw,  in ncl! lhun:of, nar!lltal! In)' rinslo or plll1io1 clll:r<:iie offltl)' fi$ht11nd riltis AJ:Ll'CmCIIL Purcluu;o:. Pri"" ;, nul in lead lid !o b. nos shall il bt eoo1lmcd II$ a Ioiii\ fn,m C!llldilioa, oponuiun  or < wnC!llhip  of Mm:lllllll.  Ml't<lhnl\1 h" o continuing, wccludc Ill)' <!!her or f rd«:r o dn:rcof ot lloc corucioc of Dn)' athcniJlht, FUNOICR Ia M«ChDol!. Mcrchlnl o,ucu a1a1 tho Pllrchare l'rieci,ill exchaall"  lll'iiLmuti•-e  ublijcllliotL  Ia ad••i•e FUNDER nf arw miiLC<ial""-cl aDsc in ils The ICILtCdpml'idcd  hereunder  ore cun>uln l•c and no1 """llll'il"c  of  111y fer thosalo of future Rccclp!S')IUml:Ull 10 llli$ Aerccntcnl  CQ ols the folr IUQri:C( financial 0011dition, npctiLI!au or D\1"1\Cflhip. I'UNDE\I.rny rtQUtllll111Ctnc l mued  pro•idcd b).•lllvo.rcqui[y. \-.luo or,uc!J RocciJllo.l'UNDI!R h.,; JKno1uL•cd and  JhoU  ouu alllloc ltccc[pl$ any tilnc duriftC  the pcrfut>llon=c  a!' thi< Agn: m nt Alld lhc Mcn:honl  •hull .5 Jl!rdjlll' M tl' Gon•'<'Lulnr 1 Kit" \'rnae •nd Jurkdlcllun. Tblr Atn:c:mcnl described inlhis AJ:mcmenluIa lloo fulll'urcltaiAIIIDURIISilJ Ile :eip""  prol"idt lhttn lo l'UNDER within S  bu'iltcs;d11y1,  Mc el•ant'sfailuto doi1  IILoll be bmdiug pan  and inuo:10  the bcnc:!lt f Mc ehiLill, FIMDER  (rmd i1'1 crno\cd,  P  nc1tnadc ID FUNOER  in re•t•ctl to lloo  full rvnount  of lho  anriLicrlal broneh of1his Agreement. Fartieipru11<) Wid lhcirr""l'l>l:li\1' wctOS111THnd  rwi& LI, FUNDER's Pnrllcipllnls RC<:eijll• sliall becondi oncd upDn McnhiUII'suloofprodiiCli nd  •iC<:S aod l,l Gg>'fmmEII!!ll Annrn111I Meo:hnl il in COOJpli n«: nrMI •'n11 COlll5'i)' IILnU  b<: lhinl JlNI)' bcndicinri" of oll SIICh l!ll1"<Piculs. l'X<:tpl  lkal Me<cb 11 lloc  l•fll"ID nl  illtlt(o>c b• Mc.-glnml'• cuolon•erl  in the ILJannor JIIDI'idocl  in  'l'illl all !nw• 1111d ha< ,.•lid pcrmiU, autl•orlrAliuLu 1!1Ld  li..,u••• !a own, cpcrAIC  lLnll no! h11'c tho siglot  Ia lliSign  its righu hcrt>111dcr  or All)" inl=>l  herein S:!:lica L.l. !11 no c••mt•holllhc!Lj:Un:g&lootolliLmounu bedC!:ln=d intcu: l  llld lease ill  propctlios an.d. to """ ucl  Lllc  buineu in  \\ioid1  it iJl' .,n • \\illLcUI prlor\ITiUcn conrcn!WFUNDEI!  \lioiclo <llll•CI\1 m yhwilhhcld ia lton:\lndct Wid clollrJC or oll,..1od lltrC'ILAdcr .n; od tho  highvsl rnlc  ongll,!ltd.  FUNIJ(;lt'l 'ol= dil\li"Clio .  FUNDI!ll fCicn•es the  righlJ to  11<Mn t11is pmuia iblm law.  In ll1"  c1-ent  llLol n  wun de1onniM1 tll•l !'UNDER  IJUI  2..3 t.u!hori;!Jij!Un1 MCf h nl, nnd  tllc poutm(l) 5ill"i ll tlriAl!rc""'cnl "" Asn:<IIICIII wllil  or wllhLLU! prit•r wriu.., naticc to MCfcllllJL!, 'Otis Axrec  llml bOil:Cr rccci1•ttd intcresl  bcro:  nd.,. in e -=• of floc highe&l pplicnblc role, belm!f of Mcn;h1111l, hn1'c  full  Jlnll"<:r l!ltd  oullLorl))' 10  iu or (LILd pcrl"orm  tl1 s!Lollllc go•-ern«< by 11nd Clllb\led  !It C«<.'l'dMco \lith the lm•; orlhc  Slate "r 11•111\o in ciTeel hcNnn crzhallauloal  lillilll)" be rcdu cil to d•cmi\XiL\IWh role abli.1!111ions udcrll•i• Agn:umual, aUof11l1ib bn•c be"" dul) outloooill>d. No\\•\'urk, ll"hhuulL<:Jlunl• «> 1111)  op111icablc prin!'ii>•b of eonnicu: of l11w. Ally pcnni cd bj• appli:: blc l:tll'  Dlld FUNDER sl1oll ro•npt1)'  I Und  Ia Ml:rclLanl  2.<1 !nml:ttw:!::• MurohnRL 11ill ntn tloili btiSilll:ll•illlCnllplion iL!iULDOIIC uuting  $Uit, :u. on ar JUl!cceding od,ing hcn:Lilldct', ur lilt iulo:qon:ULiian, porformiiJIC or .:ut)' inlereil Tcccil•cd  h)' FUNDEilin C llCII o( d1o 1uuhuun1 1 111"111  lc, Jt  fUNDER =-r: IOSI po .,c 011d oddi1ionol  inlhl'ld in Olll(lllll!S toud  o lill!l riib os  bre o:h h rtll(, dL ll, if f"UNDJlR o clccl<, be illiliiUlcd in 11111"  C<'1UI1 ri11U1g  in b inRlntt dd Rtot M :>ch!llllllol Pill' or onlmctln PO)', ond  lh31 FUN DEll nat uc otll!bCioL}' 10 FUNDER.d 1111111  Jlfu\'id I'UNDli!tl'roornrruclr inllllllll"' J,lcw Yor. {tlrt  "Aaccpt ble Fcmrns') Mrn:h.,tl ogrcc• th! u.). c;cpl lol nlCci••• or "'"''' otto rcocil"c, din:clly or indi=lly  in llll)" ll\ILIUICI" uiuU!OO\"Cl",  11Jl011 rC<[UOSI.  Forunts m: CD!l\'enicnt  lo i!, and IUbftlilo to d1c juri1dietion of 1ho Ac"l'fllRlllc iLJ!C<CII  inelfOCS$1ifdllll\\'loicb IUY be paid by Mcrcllcnt u dcrl!llplicobll w.  2.5 lme lioullyon•illocl FOJllc& Ptld wai\""1 )!.II}' mod .oil abjection$ lnjuri<ili tiluo or l'cnuc. SlJauld wch 1.10 l'u\\\•f' of Augrngl" Mt1Cillllll im:••ooabl)•  oppoinll FUNOER .11 its  cnl  l.6 ChlUI['<'  of NAmt. ..,,. l.nt!!l<tn Morcll llt willnal  conduct Mo"hiLILI's )lrac cdingloc inilioled in an)' oil<cr foll!ln,li'ICfcllant  wail'cs :til}' ri ht lo DPF< <• 011d  anorncy-in..fllllt 11i1lt Ml  nulhoril)'  IO  ULkc  1111}' no:lo"IIJl or cxrmllo ony lnuinc.... undtr  All)'  nmnr oOer  ULn diocloseil  ID  tic  l'tl>cc"nr UlJ' mot!tilL or !1ppl!c41ion taadc b)II'UNOER 10  hu1sfor ouch proot:odiftJ: 10 an iu11nmu:fll  or  document Ia sdlc ell cbliG111ion1  •Ia FU)IIDER rroo1 FUNDE11. orchllii$Ctm)'<l(ill: plllOIIIi ofbu;lncss. Acccplablc l'orum l'ro ;sori&nl;, or in 1e cu oro,•ialll!ion  by Morchlllll otSrc on l.ll or1hc  1.1 Dnily Ruldr Onj Mco hiiJll will b th I rcc:l'ipt• wid< the P,oc :uor on A  -§nrrjml  11f  nt•Ul'f!Fl)IMflrm  rl£  All rcp!elflti\D!iotu. WIIJTIPl[ics  t.!l GCCUIT<=>."" or 1111 JiventorDd' u[l undtl'5telion llcte.t>f, ftOm  Mcreh nl,undcr d.ily b!Liil  COL'OQM(O lowoin 1hal1 JUn \'; !he = lion ,!.Ill[ dolii'M}' of illi< rcr:lllc!ILIIIi. 1his A <UnltO!, lne!udlnll wi >oul limitrolion (i) lo abloln 111d l\dj!ISI  in.< riLII : U F.>lmnw! Q•••rillcnjc  Mm:htlnl 1111!  IIIII)' limo, 1111d  rronl limo lo  limo. hll canlinuc ill full force un!U oil oblij;oliOHS undor  lhir Agrc:cmcnl shnll h1,.., (ii) to c<lllecll Onius duo or IP b ome  due, ,.. Ill" in tc!p<ll ilf .1111)' of i11o  upon  .al ICISI one (I) d•J"'• priat nallcc  Jro1u FUNOER lo Mcroh111o  UIO,  bcn •Cidiod in full td  ,;, At:rccmcntshall hn•tcrminal<:d, C!l!IUIC<cl:  (iii) IP  rccei\•e,  cndlll"lllhil allocl  <Lil)' cl<ce •. nutcrJ, drafls,  .ttohowiOOD• undcli\'CI" lo !'UNDER  nnd/or 1Pit1l)'olltcr pmon, pcn:oolinn or  .7 In coso1!11 ' t fllLc plnl"iliiDI• In lhi> Asrc:vmCIII i< found  to be insuumcnlll, documco!s o; d atlc:I[IOJlOI" in 1lOILILcU6on witl1 CIOUJC (ijor cl11110 corporotion !pccifillll by ]:UNDI!R. a rtOitlncntccnil)ing tlnd 1iliiAI!ro<menl  i1 im•alid,  ill<t11li  ar  UnCllfcsccablc  in  llll)'  TC'Jitcl,  vnlid •, ill!:llih)' Qnd (ii) oUO\'t; {iv) IU  14lll MOII:illlllfl 11111n1m IPI)' int"Oicu, bill  of l dhtt, Dl lllllliOtlified 011d  in Jill!iilrco: atlll olli:<:t{or, if Jcrulllll"cbt:e\1 mlldifi011liau, lhol cnfol« bilhy of llll}'-Dlhcr p!O\'irinn  <'<lllloi .:d hr;raiahllil nol in  ny We)' b •.<i!nrncnl dilll llJl Cll!IOl\101$ or OIICOLllll dcblctll 1111\l;e  pll)lllCllt dirccd)• to lilt mc ilil> full foreond cni:lllaJmP ind oJid ohUinQIIIcltltHlifl  : >lion;) Ulld rrO<'lcd l>r ill!J>Uin:d, FUNDI!R; 211d ("} lo  me lillY  cloimor lolle  onJ" • on  01 illilitule All)'  lllllinR  tht: dulci wl1ich the P11n:hD'Iud Anlonn\  01 1111)"  ponioll lhur .. b"'ln  U F.ntlrr Ai'l't't•mrnl A•lY plt>l"ilion h=f pi"Ohibitd  b)• low  holl  b pror:ccdillJl \\"hicb  RJND"Eit  m )•dccrn necen:uy for lhcoollccllon nfllii}'Ofllll: repaid.  inelfeo[il"c on!• to tl1c  ertr:tol of &ucl!  prohibilian \1-llll(lUI hwolld  lin.a lhc Lll\ oid l'urchaied Ant llnt from !he Collo\ 01, or othn'l•;loc to enfon:c iUtigh\1,  l.'JN11 Bonkrunttl'  rln•ul\'[n<"l'  A>ofthcdlllo oflhi1 Agrr:cmCfll, Morchllll(  m ini11prot•i,ion; lu:rCflf, 1'hi; Al!n:tllltn\ and Stturi!Y A. :rttmtlll horm wl!ltrcspccl !a pa),hl:l\1 oflhc Potchoad lllllOUlll. n:pn:•cntolhal  it !snol inlall"cntllnd do1101 o»>rlci\Lp] IC lllld llD'I 1101 filed OIL)' cmbod,tho  lllilc uscccJncnl bctwccu Mtrcll>Jll ot•d FUNPE!t  od  \lpor •dc ;ll 1.11  prnh'c!ions AyninJ! DcfwY  The follcwinll Pll!loclion• l1hrougi1 11110)' ll<litioll for bonkluJll"l' prolcc nn u11dor Tide II of 111c U..itod Stntes Code .111d prior:.grccmcn1l\V\d  lldfO"t!!Uidir,ssrcloans 10  tiLe subj otm:l!tl hcrcor. be im"O\ocd by l'WOER, imm,..Jia!tl)•1111d  wi[l10u1 nolleIt> Mcrehn! in lho  thet<>  has boon no im•olunt"')" )IClirio>L brought  or j1Cflding illSI Mt:rch011L.  4.9JURV'fR!AL \\1Al\'1!.1!.TJU,: PARTI£5 HF.RRTOWAJVE TlliAL BY m:11t (o) Met''lL nl cll nS"'' its fLil"llllJ:Cillenlr wilh Prue<:liOl'/&nl;  in fill)"  Wil' Mrrcb11111 (ui11Lct  womuLts tl1Dl it doos  IIOlllllliciJoole filing  ony 'uc\ bunl.:luplq•  JUn\' JN ANY COURT IN ANY SU11', AC"riON  Oll l'ROCEEDING ON thi< adi'CLIC Ia FUNDER;It>}  Mci !lll!ll o 1111 c1 lllll depo>il aerounllhroll.!lll pel ilion il dO<!s UP!wuicipolc 01 lllll im•a1u!IIOI}"  petition  11ill be fllod A.N\' tA'fn:R ARISING IN CONNECI'ION WITll  OR lN AN\• WAy wloiclL IIJc Ro:ceipls oro lelllod.,  or pcmtill lillY Ol'tnl 10 oceur lhl could cMnC 11,!10i1L5l  iL In ll1e o\"Cllt il101 lito  MCidoiiDI lilt>  fur banl:n pl.:>' F•olc tinn 01 il RELATED •to 1"11£ TIU,NSACT!ONS  Oll' WHICH Tlll5 AGREE IE!"T dflomsion of '"')' of MeJchonl\ an,oolions to mnlll« •=unt: (c) Mcn:l1an1 piJccd Wldetllll i I'OILtll!IIJy filioP1oteetio'2llll) 111illn odi lol)" illi'Ol;cd. 15  A PART  OR  TilE ENllOI!Cf.MF.IH llERE:OF, 1')1]; I'AH.TI£8 hLI<:m pl$ the ope notion of lllil bwsinC>r iod<cr  \ILO.lL udi"C"o 1\'Q; On:t, nolur'ol 2..10 Addillnnpl PinJindtlll M•rcll•L•I  )IINIILml  llltr h1ho tin}" "rtliiiJ!L  Lu•n!, llERETO  ACKNOWLEPGE TflA'f EACH MAK!!.S THIS  WhiV&R di>osltrS or Ocls of God) lllllllfcts, IIIOI"C;, "'lis, dii)>Dio,, inm&l'cD uru 1<nli1c >L n.'t:nl nl ur tunLild!JncnC  far IIQ)' >LddltlunHl fin nd111(1  WIL tllr in ll1c J.CNO\V!NGI:Y, WILUNGL\' AND YOLUNTAJULY  AND \\11"110\IT e tCJ"!  1U  bllllnl'!'l ur  lll!\1 111\IIQLI!{•) lbc cn PllOt 111llll>n C<Mll!rrll nf  fftrm ur • IIUI"fh"s. uf rucdtnbl5 ur nloun tu I he buslpcn llltb n)  purl DURESS, AND ONLY AVTEI{ EXI'ENSl\'}; CONSIDERATJON 01' TilE 1 UNDElt, nnd (H) dLc \\TlliU agNillm:nt of 1111) p11n:ho••r at lniMf"lll(liU the ull1•r llwn F'UNUER,lil  uUllb lr\\Jillell ]I 'Mtllidull.  RAMlfllC\.TlONS OF TillS WAIVEn Wml TIIEJR A'M'OJINE\'$ ------ UISWIIJLitllll  uf all uf 1\i n:lumt'obli#o.  lon• undr lln1 Awc!:lllr:nl lllii>UIOII1o 2.11 lfm n1 umhrn ol 'Rcrrhd• Mcn:l111111 hilS  uud, complete 1111d  uLarkot blc .10 CLA5S AC!'!ON \VA!VFR, TilE  PARTIES I£ERf::Tll WAJVi AN\' - •noCiiii,cii'EiiOn'iiiiiff>ctory lo I'OHD£Jl;;>r1Q)lllr.aiiiilliillci ouy acboJI,InLI.---uilc iiilill'lli'I! IJlll, lr" AtLd""Ecor  al mr  mdii1r1i'illiiltli  olrus:;-R1GIIT'T£rA"SS£RT h'N\''"CI,A1MS< :G;t1NSTTin::tlT!iERl'<\lt11"7>S------ Io  LQI:e  ny  oti L.or niTtr;>Ll)' i"ctlllit•I)-OcoJI!liUieor n L tWiJC-thc•csu!t  ch ngt:S, rO!lri lion. mndillonr, opli 11$,  ri!lilli, L1111ll otcl, s curil)" intcc •lr,  A REI'tl:S:SENT,I.TIVE on MF.!IIDF.It  IN  AN\'  CL.A$S  OR nf \11oidl  will be to indu"" on)' cu lomer or tUljomcr.  lo p")' for Mcrclt:Ul\'1  eQUi co, plcdu  o.11d tliCULLlbtlll\Ct;l; or ony kid or 11 1un: \\1L  •cr Qt IIJI)'  lti:l•RESENTA'I'IV£ ACTION, EXCEPT WHERE 5UCII  WMVER 15 sel\ cc\\ilh  IIJIY mcn111  otl1cr l!IILII clLcr:lt• ''"" •cUiod !luouslL  P<accosor. olh!'t titllU  or  i ltrCIIIE that may b.l: lnoonliiiClll  wi01 tc  ltlllli t O I  i'ROIIIUlTED BYLAW ,I.GA.INSTl'UBLIC FOLIC\', 1"0TIIf. EXTENT Thcocrrotl'<lliPILS (<dL!rulditlontu n)'oiiLcr tomcdi-.BI'!Iil ble 1!'1 fln.jpol  conil>llll'llllod wilh,or Adl"cN:In 10 illlcn:m ofFUNPI!Il,  F.ITIIf.ft l'ARTI' t5 l'tllMtTJ"ED DY LAW Oil  COURT OF LAW TO l•w, in cquilyoralhclWil< pur UMI«< 1hi1 Agrccmcn1.  2.12 Untlnpu runm•P•  Mcrcltnul is n\• llrl busiLLn•ln Jl ad st ing\lndcr the  PROCEED WITif A CLASS OR Rt'I'RP.SI'.:NTA11V£ACTION J.GIIINS1' l1!Uloolion 1. Ti1e rull unwllr C od l'uttbosc ALuolmlpiLU  I!t ts diLOUndCf t is lows of  •tjuri<di lion< in which ill!DJBallil'l:d 011dlor opcr tol, nnd M rciLIIIII  TilE  0Tif£il, Tilt  l'ARTIES  UEREBY ACnt!& TIIAT:  (t) TJI£ At!Wlltentlllld  10 •Uad«:d Soc11ril)' AgltclllCDI b<Gumduo and pn}'llbldn M!  is cntc•intL"ntthis  Agrctnlml for businr:sJIIDIJXII<'> llllll nal 01 a on$Untcr f  PkEVAILIN(l  I'ARlO' SIIALI, 1\'0T  Ul::  F.NTITLED TO REC<IVI::R httn!c iulcl •  . (IOI' t>nul, funil)"orllouldloldi\urpui""•  A'ITORN£\'S'  a: ts OR COSTS ASSOCIATED Wl'fiii'URSUJNC Tli£ l'(!ll!XIioiL 2.J'tJNUEI\ m•y L1lfurc.: lhc  pro i;ions urtlLcl'cnunol Gulltnlllooof 2.13 h••fn11ll  !indrr O!h(r Cu>iffUCU  Mcr liMI's cxoclllion or  and/or CI,ASS OR R.EPRESENTA1'l\'E ACTION (NOT WITliSTANUlNG ANY l'.:rl"am!Unt!t4goiust Go.illtlllll<or,  pot!Ollllli'ICC IUldcr ll1i• A!IICI:mal\  wll! notCJI;I!cot  e11;111M •en!of deilmltb)" OTJII:I\ PROVISION IN 'flUS AGREEMENT); ANll (l]  'l"ll£ !'AUTY l'rolo:lion  ),  Ml:n:!i nl sliall, up!>ll  e ecution  uf lhil Alt"""< 'n!, dol]\..,. to Mcrchlllll  un CI"!Ul)' conlrnct wi1 anot!LCI"J!<II"" or cn[il),'. \\'110 INITIAT£5 OR I'ARTICli'ATES AS A MEMQER OP1"ll£ CLASS l'UNDE:l\ 111L e!I<:CUicd  confcJsion or judtlMCIII  in fMor ur !'UNDER  iu lite  Ill. E\'ENTS 01' D£11AilLT ANll REME!ll£5  WIU, NO'!' SUBMIT A Cl.AI/11  OR OTIIERWISE PARTICIPAT- IN '""unl efliLl'un:lJalAn1aun1 sl lod in U1Atr ent,  Ut•on bn:ach ar nnr  ).I  l':n•nl! uf D4riulf. The oe<:urrauoc of nnr or tho followlnlli.'CI\11 s!,ull  ANY REC0\'£RY  SE'.CllREIJ  1'l_IROUGU  Tf!E CI,ASS  •OR plovldon in  this  p:.ntgroph l.il, FUNDER 1114)' onlr  tl1nl conrcuion or  O!LJlitu!e M "il l'lll of l)orauh" h<'fOUndo" (o) Mcl<'hmU  h4ll viol ole nnr tm11 REf'ltF$F.fi,'Tf,Tl\'£  ACTJON. judgmcnlo ; jUdJIIIIt:llf willo !he Cltd< cflhc Cou" Mrl c or;m"•!lt•rcon. or ec\•cnnnt ]11 Ll<il  AgiiiCitlrnl; (II) Any wpl cnl lion or w:ur.u\lyby illrcll;<nl 4,\l F11u!n1ilo:- Artt11l•ncr Fa"imilc !i n IU!1]lpl[ be dccmod =Pi  b1e Pratoclion  4. FUNDE!l  ILl )' cnfoLCC jl$  ltcurity illlcrut  in tiLColbltrol  ;thi1 AarccrnM!rilatl !lln\•c Ia hn11: been illcorrccfolse or millc di.lLJl in Dh)' fer 'Ill JlUl)IOicJ idclllinJ>d U. Alliol:!lllle'<;o[  matcri l•espcc\ when mode: (c) MClchon!loiJoU  rulmil  in wli ns /tJ; inobili!)'  tL\  lnlli  ll; l'rctcetion . The en\ill: l'urcl!ll$0 Amoul slJgllbeeomc innucdiolcl)it  f udpll(e '  po)'  i o; del>Is, orrbg!l mol<c  cnerol•5•i m cld fnr thbtnd"ll of crcdito.-.: or 10 FUNDEll. (rom Mcrch0111.  1111)' prccccdinclb llbe iltllilulcd byar a'llim!Me eiiDllllc l:iny !O adJ IliL'Illcil Pmletlian (,,  I'UNOEll.  m• proooxd  10 l'l l,r:ct ,.,,d  aoforcc il$  ri<;hl•  and u  llll 11l.fll or imaii"C!ll, or fukinc  rrorJIMi:-r.licn, ILil'llll&<'menl, odja<tmen!, or 02-02-15 ColonialFunding  Network as Servicing Agent Sumson Partners•SECURITY AGREEMENT AND GUARANTY  Merchant's Legal Name:SpeedEmissions  Inc./ SpeedEmissions Car Care LLC I SpecdEmissions Acquisition Company  LLC  D/B/A:Speedemissions (ACI•D (LF)  Physical Address: I 0151\rone Road Suite 220 Fcdcra\ID# 33-0961488 City: Tvrone State: GA Zip: 30290 SECURITY AGREEMENT  Ser.ul"ily h•tercst.  To secure Merchant's payment and performance obligations to FUNDER. as tl1e lead purcl1aser far itself and its affiliates or the Funders, a list of which may be provided to the Merchant upon written nolice after the funding of the purchase closes under the Merch11.nt Agreement (the "Fact.oring Agreement"), Merchant hereby grants Lo FtlNDER a security interest in (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inve!llory, as those terms are defined in Article 9 of the Uniform Commercial Code {lhe " "), now or hereafter owned or acquired by Merchant; and (b) all proceeds, as that term is defined in Article 9 of the UCC (a and b collectively,  tl1e "Collateral").  Ct•oss-Collateral, To secure Guar!lntor's pay111ent and perfonnance obligations to FUNDER {and its the Funders) under this Security Agreement and Guara11ly (the "Agreement"), Guarantor hereby grants FUNDER, for itself and its participants, a securicy interest in_ (the "Additional Collateral''). Guarantor understands that FUNDER will have a security interest it1theaforesaid Additional Collateral upon execution {)fthls Agreement.  Merchant and Guarantor each acknowledge and agree that any security interest granted to FUNDER under any othi!T agreement between Merchant or Guarantor and FUNDER (the "Cross-Collateral") will secure the obligations lu reunder and under the Merchant Agreement.  Merchant and Guarantor each agrees to execute any documents or take any action in connection witll this Agreement as FONDER deems necessary to I>Crfcct or maintain FUNDER's fin.1priority security Interest in the Collateral, tlle Additional Collateral and the Cross-Collateral,  Including the execution of any account control agreements. M rchant and Guarantor each hereby authorizes FUNDER to tile any financing statements deemed necessary by FUNDER to perfect or maintain FUNDER's security iltteresl, whicl1 financing  statement may contain notification that Merchant and Guarantor have granted a negative pledge to PONDER with respect to the Collateral, the Additional Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering witl1 FUNDE.R's rights,  Merchant and Guarantor shull be liable for and FONDER may charge and collect all costs and expenses, including but not limited w attorney's fees, which may be incurred by FUNDER in protecting, preserving and enforcing PONDER's security interest and rights.  Negative Pledge. Merchant and Guarantor each agrees not to create, i11cur, assume, or permit to exist, directly or indirectl) 1 , nny lien on or with respect to any of the C(JIIaternl, the Additional Collatel'al or the Cross..Collateral, as applicable.  Cnnsenf to Enter Pt•emises and Assign Lease.  FUNDER shall have tl1e right lo cure Merchant's default in the payment {lf rent on the following terms,  Tn the event Merchant is served with papers ill an action against Merchant for nortpayrnent of rent or for summary eviction, FONDER may execute its rights and remedies under the Assignment of Lease.  Merchant also agrees lhn!. FUNDER may enter into an agreement with Merchant's landlord giving FlJNDER tl1e right: (n) to enter Mer hant's premises and to take possession af the fixtures and equipment therein for the purpose of protecting and preserving same; and (b) to assign Merchant's lease to another qualified Merchant capable of operating a business comparable to Merchant's at such premises.  R('medies. Upon any Event of Default, FUNDER may pursue any remedy available at law {including those available under the provisions of the UCC), or ill eqully to collect, enforce, or satisfy any obligations then owing, whether by acceleration  or otherwise.  GUARANTY  .Personal Guaranty  of Performance.  Tlte undersigned Guarantor{s) hereby guarantees In FUNDER, and its afliliates or the Funders, Merchant':; perfonnancenfall of the representations, warranties, covenants made b• Merchant in  this Agreement and the Merchant Agreemetlt, as each agreement may be renewed, amended, extended ur otherwise  modified  (Uie "Guaranteed Obligatiqns"), Guarantor's obligations arc due (i) at the time of any breacll by Mercllant of any representation, warranty, or covenum made by Merchant in this Agreeme11t and tlte Mercha11t Agreement, and (ii) at the time Merchant admits its inability to pay its debts, or makes a general assignmen1 for the bene lit of creditors, or any proceedi11g shall be instituted by or against Merchant seeking to adjudicate il banklllpi or insolvent, or seeking reorganization, arrangement, adjustment, or composition of it or it!: debts.  Guanmtot• Wnivtt'S. In the event !hot Merchant fai.ls to make a pa.)'mcnt or perform any obligation wben due under Ute Merchant Agreement, ! UNDER may enforce its rights under this Agreement without first  seeking to obtain payment fi•om  Merchant, any tlther guarantor, or nil)' Collateral, Additional Collateral or Cross•Collatcral FUNDER may hold pursuant to thls Agreement or uny otl1er guaranty.  I ;  . I  I l  t i j i any of the tbllowing actions without releasing Guarantor from any of its obtigation!lunder this Agreement: (i) renew, tf(tend or otherwise modify the Merchant Agreement or Merchant's other obligations to FONDER; (ii) release Merchant from its obligations to PUNDER; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing !.he  Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the  Guamnteed Obligations or an}' other guarantee of the Guaranteed Obligatitms in a manner that impairs or precludes the rigbt of Guarantor to obtain reimbursement for payment under this .Agreement.  Until the Merchant Amount plus any accrued but unpaid interest and Merchant's other obligations to FUNDER under the MerchaiH Agreement and this Agreement are Jlaid in lUll, Guarantor shall not eck reimbursement ft•om Mcrcl1ant nr any other guarantor for any amounts paid by it under this Agreement.  Guarantor pennanently waives and shall not seck to exercise any of the following riglll.tbat it may have against Mercl1ant, any otl1er guarantor, or any collateral provided by Merchant or any other guarantor, fol' all}' amounts paid by il, or acts  performed by it, under this Agreement  (i) subrugation ; {ii) reimbursement; (iii)  performance; (iv) indemniiicatim1; or (v) contribution. rn the event that FUNDER must return any amotlnt paid by Merchant or any other guaramor of the Guardntecd Obligations becaUse that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guara11tor's obligalions under this Agreement shall include 1hat amount.  Guarau1ol' Acknowledgement.  Gu traniQI' acknowledges tl1at: (f) He/She und-erstands the sct•iousuess of the Jn•o,•isiOllS t f1his Agreement; (ii) Hc/Sl1c bas had a full opportunily 1o con: ult with  counsel o(hisflur cboiccj  nnd (Iii) Hc/She.lu1s consulted  with  counsel  of its cltoice or  has tlceidctl  not  to :n-'ail himself/hcrsclfofthat oppol'lunity.  Joint and Sove,nt Llnbllity.  The obligatioos horeunder of the persons or entitios eonstituling Guarantor under this Agreement are joint and sevemr:'ITIAL' _/!!! THE 1'EltMS, DElliNITIONS, CON'DITIONS  AND INFORMATION SET FOll.TH IN THE "MERCHANT AGREEMENT11 INCLUDING THE "TERMS AND CONDJTIONS11 ARE ImREll\' lNCORJlOUATED lN ANI) MADE A PART  OF THIS SECURITY AGREEMENT AND GUARANTY, CAP1'1'ALJZED  TERMS NOT DEFINED IN TillS SECURITY AGREEMENT AND GUARANTY• SHALL HAVE THE  MEANING SET FORTH IN 'filE MERCHANT AGREEMENT, lNC(..UDING l'l:IE TERMS AND CONDI'fJONS.  MERCHANTS AND OWNERS/GUARANTORS ACRNOWLEDGE  TIJA1' TillS  WIUTING  UEPRESENTS THE ENTIRE  AGREEMENT  BETWEEN  TilE PARTIES HERETO.  IT IS UNDERSTOOD TIJAT ANY REPRESENTATIONS OR ALLEGED PUOMISES BY INDEPENDENT BROKERS  OR AGENTS OF ANY 11ARTY [Jl NOT INCLUDED IN TlllS  WRITIEN  AGREEMENT ARE CONSIDERED  NULL ANI> VOID. AN'  MOUlFJCATION OR OTJJER ALTERATION TO Tlffi AGUEEMENT MtlSTBE IN WIUTrNG AND EXECUTim-n.V THE PARTIES T HIS CONTRACT. MERCHANT#l By nicbard  Parlontlerl  ignHere (Print Name and 'fitle)  {Signature) SS# 285-40-9642 Drh•ct•s License Number: OI8466983•GA  MERCHANT#2 By  {Print Nnine 1u1d Tille) DivreVryf:f:i:Z:/er(S:ignutu/J I ignHere SS#  OWNER/GUARANTOR #I By Richard Pnrlontlerl {l'rintName) SSfl 285-40-9642 {Signature) Drivers License Number: 018465983-GA  ignHere  OWNER/GUARANTOR #2 By -;;o===,-------- (PrlntName)  {Signature) ignHerc SS# Drivers License Number: AUTHORIZEll SEH.VICING AGENT- ColO!Ilal Funding Network, Inc.  Colonial Funding Netwo1•k, Inc.(Colonial) is the Autlwrized Servicing Agent uf Samson  Pat'hlct•s for Olis crmtt•uct  providing administrative. bookkeeping, reporting nod suppot•t services fur Samson Partners and the 1\-{erchau(, ColoniRI is IIOt arfillatcd or owned by the Sam!Wn Partners and is acting as independent agent tOr services iuclucling but not limited to background chccks1 credit cltccru, gene-ral underwriting re,•icw, filing UCC-1 security intcrcsts 1 casb numagcment, nccount i•eportihg and remit cnptm-c,  Coltai-ial muy nt its sole disc •cthhi )HU1icipntc iu this financing l1y providing  a..;mall portion of Ute fllltds for  this t••ansacliou directly to Samson Jlartnl!l's, Colotlial is not a credit curd  pt•uccssol', or in tl1c business  &fp-t•oecssing credit  cards. Mcrchaut hereby admowlcdges that  in no event wlii ColoniMI be liable fo1•:my claims made ng:dnst the Samso11 Pat'lners or the Proccssar under  an)' lc  tlJcat•y larlost pro , lost t•cv nucs, last  business upportuni1y,  exc?tpla •  pUnitive, spflcin  lcidental, indlrccl or COJJSequcntial damages, cnch ofw1•• 1  '•waived by the T\ rc  IU)t and Own Guarantor. MERC!IAN'[  y . _/ / . /.. .,  /)  I . By  'C/1:11'0'  t11'1d17#>/'t  f"Mgij(CG"a  tgn  • (Print  Name and Title)  c: ole l"Lia 1 fun d1 ng•net work y "" '"" '•n n"""'u roo v1nl'!•  Origination Fee- to cover underwriting and related expenses Amount Funded  Origination Fee Und.,•$7,500.00 $199.00 $7,500.0().$25,000.00 $295.00 $2S,OOl.OtJ.$50,000.00 $395.00 $50,001.0().$100,000.00 $595.00 $100,001.00•$250,000.00 $795.00 Over $250,000.00 $995.00 *There may be an additional fee charged to cover the cost of conducting a site inspection.  a) ACH Program Fee- $ 395.00 ACH's are labol•intensive and ne not an automated process requiring us to charge this fee to cover costs  b)  NSF Fee (Standard)•  $ 50.00ea Up to FOUR TIMES ONLY before a default is declared  c)  Rejected ACH • Dally ACH Program Weekly ACH Program When the merchant directs the bank to Reject our Debit ACH Amount funded  Relect fee i.  Up to $7,500.00  $ 25.00 ii. $7,501.00•$50,000.00 $ 35.00 iii. $50,001.00•$100,000.00  $ 50.00 lv. $100,001.00•$250,000.00  $ 75.00 v.  over $250,000.00  $100.00 Amount Funded  Reject Fee vi. Up to $7,500.00 $ 75.00 vii. $7,501.00-$50,000.00  $ 99.00 viii. $50,001.00•$100,000.00  $175.00 lx. $100,001.00-$250,000.00  $275.00 x.  Over $250,000.00  $395.00 d)  Bank Change Fee- $75.00 requiring us to adjust our system When Merchant requires a change of account to be Debited e)  Blocked Account•  $2,500.00 places them iu default (per contract) When Merchant BLOCKS account from our Debit ACH which t) Default Fee­ Collections g)  UCC Termination Fee• $150.00 $5,000.00 When Merchant changes bank ac, ount cutting us offfrom our  When  Merchant request a UCC termination  Miscellaneous Service Fees. Merchant shall pay to Colonial certain fees Merchant funding is done electronically to their designated ----l-bank-account-am:l-clmrg<:d-a-fee-of-$"35:1lO-fora-F d-wire-od>i"5:1lO-foran"'eH:-Thd'ee-for-unuerwritirlj,ra1rd-originl!timriO]JIDti-Ji'01l1'-l•--- the funded amount in accordance with the schedule  belm\'. If Merchant is utilizing a Bridge I Control Account, there is an upfi•ont fee of $395.00 for the bank fees and administrative costs of maintaining such account for each cash advance agreement with Merchant Fund transfers from Bridge I Control Accomrts to Merchant's operating bank account will be charged $10,95 per• monUr  via ACH. TI1is fee will continue if the bridge account remains open after the RTR is paid. Merchant wil1 be charged $50.00 for each change of its operating bank account once active with Colonial. Any administrative adjustments associated with changes to the Specified Percentage will incur a fee of$75.00 per occurrence. (All fees are subject to change) Merchant Initials: -.fft+---  Balance Transfer Form  DBA: Speed emissions (ACH) SpeedEmissions, Inc. I SpeedEmissions Car Cat•e, LLC I SpeedEmissions Acquisition Company, LLC 1015 Tyrone Road, Suite 220 Tyrone, GA 30290  Strategic Funding Source 1501 Broadway, Suite 1515 New York, NY 10036  Dear Andy  SpeedEmissious, Inc. I  SpeedEmissions Car  Care,  LLC I SpeedEmissions Acquisition Company,  LLC  DBA: Speedemissions  agrees to transfer the Remaining RTR balance due in the amount of$6,641.27  SFS Merchant Agreement Contract #249722 dated and signed on November 19, 2014. This RTR  balance has  been added  to the  new Strategic  Funding Source  Merchant  Agreement Cont1•act #405812 dated and signed on March 6, 2015. Thank you, ltichard Parlontieri (Owner) ACH Authorization Form  Business Authorized to Debit/Credit Amount:  Merchant Cash Advance One 347-442-7999  4459 Am boy Road Suite 3 Staten Island NY 10312  Account Holder Information:  Richard Panontierl Speedemissions 770..3tJ6• 76 7 Account Holder Name Account Holder D.B.A. Name Account Holder Phone  Account Holder Address City State  Zip  Account Holders' Bank Jntormation:  ha cl/rn {?,'  {;/I.  ()&,/0923f? /55 9'3?03  0 Bank Routing Numbers Bank Account Number . Transaction lntormation: UNDERWRITER  FEE  Goods Purchases/Services Rendered  $999.00  March 6, 2015 Amount of Transaction Effective Date  Authorization:  In exchange for products and/or services listed above the undersigned hereby authorizes Merchant Cash Advance One To electronically draft via the automated  clearing house system the amounts indicated above from the account identified above. This authority will continue until withdrawn in writing by the _..ndBJ.sigo.ed_a.c.co.untJJoJd.eL.Ih.e_und.er.sigo.edJJ.ereb.y...cer.tiflesJ:hatJ:h.ay_ar..a.duly_autborjze.cLto,  _ this form.  on behalf oft he above listed account holder. I  acknowledge that  I am subject .00 reject f item is returned for insufficient funds. c/ ' Richard  Paclontieri 3 ;,::5_ Name/Title of Account Holder Date

EX-10.29

Exhibit 10.29

 Samson Partners l'h.(347) 442-7999 (718) 3114-1163 Cuntr11ct ID# 473162 Sales l1artncr:Steve Markuwit:r.. Jr. Samson Partners REVENUE BASED FACTORING (RBF/ACHl AGREEMENT Agreement dated Apl'ii.!Q 2015 between Samson l)art•ners ("FUNI>ER") and the merchant listed below ("ihe Me:rchanf'). (Month) (Day) (Year) MEUCUANT lNl<'OitMA1'10N Merchan11 Legal Nmnc: SpeedEmissions lnc./ SreedEmissicms Car Carc.lJ.C I SoeedEmissions Acquisition Company LI..C D/8/A:Speedemissions (ACH) n..Fl t/2 Stnte of Incorporation/ Organization: GA Twc of ntity: ( ) Corporation ( ) t.imitcd Liability Company ( ) I.imitcd Pm•tncrship ( ) Limited Liability Pat1nership ( ) Sole Proprietor Physical Address: 1015 Tyrone Road Sllite 220 City:Tyrone Stale: GA Zip: 30290 Mailing Address: Date business started tmm/yy): 01/0 I City: FederaliDff 33-0961488 1'11RCHASF. ANJ) SA I.E OFFI!TllRE RECElV-\ID.£8 Slate: Zip: Mer-chant hereby sells, assigns and tmnsfcn to J<under, as lhc lead J>Urclmser for itself and cn in\lcSlon;[making Fumier un bclmlf nf itserr and all co invcslors (collectively thc Funtl!n), thc absolute mvncrl in consideration of th.:: fundprnvided r•p,,rclmse Price") specified bcluw, all of Merchant'linure receipts, accounts. cuntmct ritllllS and other obligations arising from or relating to the payment of monies lfom MerulmnC:; customers' :md/or mhcr third ]lllrty lltt}'or.(coltcc!iwly the "Hccei!Jts" dclincd n.nit payments mndc by cash.chl'<lk. electronic mmsfcr or otlJCr tbrm of mom:tnry payment ln the m'dinary course of thmerchant's lmsillcss). until SI!Ch time as the ''Rcq•jms l'urclmscd Alnotml'' hns been delivered by McrclmnL to FUNDER, Thc ReccijltS Purclli!SL'ti Arnnun\ simi! be paid to FUNI)ER b• the Merchant irrcvocnhly mnlmrizing 9ll!x..mls dc[l{lsiting m:coum accep!Rblc to FUNDER (the "Account") to mmit the perccnlugc specified below (the ''.Snecificd Percs:ohwc") oftltc Mcrdumt':;l{cccipts. uniil such li1nc ns FUNDER n::cci\•cs payment in full ufthc Receipts Purchased Amount. In consider.llinn oJ' servicing the accuunt, !he Merchant hcn hy authorizes FUNDER to ACH DdJit the "Specilicd Daily Amount" fmm the merchant':; bank account11S the bm;e pny1nent credited ag ins\ the Specified Percentage due. It is tlu: Mcrclmnts responsibility w provide bank stalcmcnts for nny nnd all bank w::counts held by the Mcrclmn! to Tl!concilc the daily payments madaW!inst the SpeciJicd Percentage pe1miuinll FUNDEH lo debit or credit !he dilferencc to the mercharn so thnt Jlll}'lliCnt equals th Spccflied Percentage, Fnilure to provide .nil of their baok statements in n timl!ly manncl' or missing 11 moll!it slutll forteit u.ll light5 to 1\nurc recnncilii'ltiom. !'UNDER mny, upon lvlcrclmnt's request, adju. tthe amount of any payment due under this Ag!'Cemenl ttl FUNDER's sole discretion 11nd as it deems appropriate in servicing 1l1is Agreement. Merchant 1111de1 ands lhat il is responsible for ensuring thnt limds adequ lc to cover mnoun1 to be debited hy FUNDER remnins in !he ncc..•tmnt. Merchant will be held responsible for any ICes incurred by FUNDER resulting from o r<:.lected ACH nttemrn or nn e''CII\ of delimit. (See Appendix A) FlJNDER is nnt re l)(lnsible for any overdrafts or rejected transucliom; in the Merchnntsnccount which moy result from FUNOER' scheduled ACn debit under the terms ()ft'nisngrecrn nt. Nol\\ thslandins.anytlJing lo I he contrary in this Atl1"CCII1CIIt urany mh r agreement between FUNDER and Merchant. 11pon lhe violation ofnny JlfO\'isiun cnmainL:d in Section !.II nfthc MERCBANI" AGREEMENT TERMS AND CONDITIONS tlr lhe occurrence uf nn E\'t!nt of Dell1ult untlcr ct:tion 3 of the MERCI I ANT AGREEMENT n::RMS AND CONDITIONS, the Spccified Pe!'Celllllge shall equal 1110%. A list (!!'nil ICes llJlplicnblc underlhis lll!1"Cement is containt<:l in Appendix A. Purch11s!'rice:.$'75.000.{)0 Sptocified l'tm:entnge: .!!% SJiet iiie l)aily Amuunt: ill1J!!!. Receipts l'nrchRsed Amount:S!04.J75.UO THE TERMS, DEFlNITlONS, CONDITIONS AND INFORMATION SET FORTH ON PAGE 2,THE "MEUCIIANT SlWliiUT\' AGRFJ MI::NT'' AND "ADI\fiNIS'fRATTVE l'ORM HEUEOF ARE HER :BY 1NCORJ>ORATF.D JN ANn M. E A l'ART OF THIS M'ERCHAET GREEMr:NT. FOB]"Hf:Ml RCHANT!#Il • /} /7 . .. ""' /J f MJ5 (l'riniNnme;mdTitlc) >{lc;._frey (Si lLure) /_ > BvRichanll'nrlontieri Sign Het•e • {l'rint Name and. Title) ===== FORTH!-' MERCHANT (#2) r Yf'es.ffEo flWfiffift;/Gllo\RANTOI-t #I By Richard l'Hrlontil;l'i {Print Ntlmc) OWNER/GtJARAN'I'OU #2 By (Signaiure) ignHcre ignHere (l'rint Name) (Sigm lt!TC) By it'ump:my-Oflitl}r)• Salc.sAs:mcinteN;\!llC:c::====::::;Siij[iiiDiffii;;"======== ------------- -- lgnmUrc) To the cx(enl set IOrth he ein, c;teh of the pmties iobligutcd llplm his, her or its execution of the Agr L:m ntto nlltcmls of the AgrccmL:nt. including the Additional Terms set forth below. r cb ornbnv sig1ted Merchanland Owm!:r(.s) fl!llrcsents that he or sl1e i511lllhotizcd to sign this A.grecment !Or Merchant. legally binding said Mcn.•hanlto repRy this obligation :md that the informntion provided hc1dn und in all ofFUNDER documents, Corms and recorded intcNiews is li"UC, uccuratc and cumpktc mall reS{JCCts. lft ny ueh mthrmminn ifalse or miSellding,, Merdr.mt lihall be dcemOO in nmterilll breach of nil agrcentcntr. between Mt'.rdmnt and 11 \JNf)ER tt.'f"!d 1:UNDP.R slm!l be cntillcd to tt!l remcnic:w< .ilnblc under lnw. Mcrchnnlund eRch of tlu: ubow-signetl Owners uuthurii',es FUNDER. it.ny nts and representativeand any credit rupt)rling ngency cngngetl by FIJNDER. to li) Invcstit atc any references given ornoy othcrsl!ucmcnts (l!'d:t\11 ub!aincd from or nham Mcrdmnt or any ul"its Owncn; fur the purpose of this Agreement, and lii) llbluin ereditl"l'porl nt uny time 110Wilf !Or so long aMere hunt andfor Own rs{s) continue \U lmvc. any tlbligntion owed to Fl INDER, ANY !\1JSREI"RESENTA'110N MADE HY MlmCIIANTOn OWNER IN CONNECTION WITH THIS AGREI•:I\-mN'I' MAY CONSTITUTE A SF.l'ARATE CAUSE O:F ACTJ()N FOil. VRA\ID OR INTENTIONAL FRAllUlJI.ENT INJ)l.ICEI\1 ENT '1'0 OUTAlN FINANCING, 02•02•15 Colonial Funding Network as Servicing Agent I. T lt ts 01' ENROLt..M NT IN I'R.O!lltA l MEitCI!ANT AGREI-:MEN1'TERMS AND CONDITIONS AniclullliK:t'OOf. ruololiol rcspp;:l whco Olodc: (c) Ml»thont illo!l Allinll i11 wri1ing i!5 i1111bilil)' to 1.1 Mrrrh•qt Dcnn>'i1 A1.rrtr!l!'Q1 Mc..,loonL •holl I'I:UL 11 IIJITCC\ oi\t­ l'mtoc:\ion. nc C!lli"' Puttl•"'• AII1CI!onl hpilnl)!' bll$ dlmclmino,morlllilolrlt<ll>mly nrok;;cfunAdnJbitlnc onl 01;1igR1 CJ\\ ior the bc11t:li1 of crcdi\ot$; or-­ (thc"Mcroh nl D poo;il AI!I'UI.Uont") ocoop1u1Jl10 JlDF, w!ih o Ban occcploblc1o FBF, to llbtoio1 cloelronic f110d tranlfer tm1cos. Morchonl tlloll pmyjdo fBI' ••dinr ili..4uilinrir.od oacnl 11ith oil of tho illflll"'nlllicn, oulhori>.oliono ond PIIIWDI"III """ nwy for '"ri •ina Moro;;hnnl' i••obl .., receipts ond d'!'I>Oit; into lho A=nn].Moro;;l•utl holloulllorlr.c l'DI' OJidl(or it's lll:l<lnliO doduct 11101111\0Unll 011'l!<l lo BF for the ll ocipts Df pcc:ificd locn:in from ••lllcmonton onnl$ 1\'hidi would othon111c do to Mcrd1m1 from ciC :I•ohic checltllnncliolll 1111d to po)' ucllallluunu Ia l1BF by 11crmi11ing f'nl."1wii11drnw l11o 1pociliild porcclllJ S.•s b• ACH dobilinu or the oocoont, Tioo nuthari1.nllon$lillll \loirr roc•bloui routlloD Wril!OOCOIIICIIIOf]:l\1', 1,2 Term qf Mrrrmrnr ThU, A ll:CJ\1 111 slonlllo \'<1 Q 1 1111 of ono )"CIT, U OII Hl UJ!irllliC>ll Of lite ietlll, this II£T""RIDI\I 1\onll DUIO!IIDiicn\l\' forme«:llh"C OIIC•)'eRf IDJI\11, IOI'ido.d, how •or. lhol durin£ •= rcncw•o\ tcnn(l) Mcrdlflltltllay 1 1minuto !\lis AI)T :CIMI\1 upo11 nine\)' d•••s' prior wril!tti noti«>(cll'ccti\<: UJ>DII rcceipl) to FEIF, The ltl11Uinltion a{ll1ii ll&rocnuml 1h1ll :nol Affe<:l Mwci•Dnl'1 11•011.Cibili1y 10 rntis(•• nll oolllMdin& obliullliolli \o fBF at tho tlmo or lenninftlion, 1.3 Fytycr pur<• mr< FJ3Fro;on-o; tl• risllt to ""'ciml ll1o olTctH> Ina Qll}' pllll'b!ISOFII}'mcnts creundct, iu ils lolcdil:c:!lllion, 1.4 Flilundnl O!•<JI!Inn M rtlaul and Guarlnlolis) 11Ulburl7.c FDF aod ill 1ge.anto la!'eJ;Ii tc lb.clrliniUid llll&IIDoriblll!)' ud hlllury, Kod will IITOiidc tuFliJl.no)' hokur lioaofiKISlll ln n ;,II'CI I'II$, \t,1 81 FlU' d.c1ns nt«'Blll')' Jllinr ln nrHny time fiflucntlno of tbls Allrt'!Cll!nl. A phii!OtPJU'IIf !loll MUlburiuu!un \\illl!c deemed a• JIHI!IItublc for rdllll.llc (>ffin nctal infttrmntln. FliJII,IIulhorllOO 1u UJiiiHtuuob lnfurtnn11u" H1!d lln nti IJirUfilfrom time tc l)m "l !t dl!ell!lll]lilfUIIrlnt . 1,5 'D'I'DMtliunn! H!<lt"3' Mcrchonl nu\hlll'i1.CI !b ir l111nk lo pro1•ldFll'f with Mcall!llll'< bnnl:i•IJ: or proee11hq: llilllll)' to dt! nuin• qu.olifil:31icn or ocntinuoti011 in ll1iprogr4m. l,fo lndo•mnjfirnli!!n, MC!clla\11 and 0L1 1110ior{l) jllil\11)' 011d E"'-'Crllll)' !domoif}' ond hold !Jarlnh:u Pr uor, il• offit:Oro, dirodonr 111111 sllnl1lhnldn n ninsl nll lona., dnn!PJlO$, c11in11, linbilltitl and e>,pcm{imludint: •=onublc n!!omc;•'• f=) inoun"'l b)' Procom.1 • •ulti q; from (a) clnimh1l' nI'sB:Ic'rftcodr !!Wniol owl'llto FBF from Mcrchlllll and (b) tnl»n by Procenarln n:lillllt ;Upou bUO!lllllioJ\01' i clnoetiOIIi J>tlll'idcd by Fa F. 1.7 In Ill> e\'CIIl \\'ill FBI' bllliablc for In)' dlliUI$ 11$mtcd b)' Mcn:hlllll Ul!do:r any lC):al rlocot')' for loll prof>lo, losl ro••cii!ICI, loll businers opportunilio., cxomp1at')•, pu ilit•o, ipocitl, incidonlol, indirect or onscquollllnlcll:unas!)l, coo], of wliid1 i1 woilby Mcwhant anGU1l1111\\oi(J). 1.8 Rrli•nrc nn Trrm• Soi::lion 1.1, 1.7, I.S Ciid2.ofthb Ai lnU D n:cd 10 for Ibonclit or Me:rchOJ!I, fBF mod froooroor, ond 1\lll"'ilhJI!Uidin!l the f1101 thot Pnweosoris 11M o plll1)' oft)lis A<;n m onl, Proct 50!ma)"rob' 11pon their lol1115 ond 11Im lloCII\11!a defense iol oily action. 1.!1 S••r nf Bf£1'1"1! Mw::hnn1 ud FBf agr<:t lluttiho Pn!d.l!lc !'rice un cr doi• AftroeruCIII is iu c..::lo""l!c for Lhc Pun:l!nood AlriDI!III Md lila!su l! Pun:llliiO l'ril!l: is !11>1 ii\\Cndcd to bo, 1101 ollllll it l>c CCJIIiln100 u 1 loan fm1n FBlo Mcn:ltru\1. MC!'clrlllll llgrtc.lhol !110 Pun:IIIIU l'ric-c is j c•cloongc f...- LlocRccoip1S punuan11o rhlo Ag I"DIIl cqu.lo dfoir 1norl.t:t ••oluor •uch Jlee<>iJ I. FaF loa• pmch..od Md sboll own al( lho !Wc i IJ dcocn'hal in lhi, A ,:ro :manl up lo 111full l'11rchn1od A1uounl II$ IIW RO«:itHl llnl C! Mud, h)•mo. !lo 1110dc to FBF impcCI IP tho ru!l om DUll\ o(\111' Jlcc:<:j ts thllll bo conditioned P!WI M"''clianl'l &nlof pmdo l!; nd iCf'l'ic& Wld lhn p!I)TIL flllhmforc b)• Mmllnnt's CU"Dmtl'liin !he nl I\C!'I'fO\ dal in Scclinn 1,1, In no C\'tnl •h.oll1hu II&BI IIle ofnll nmounlo bdoel1lcd Ill" imCfOI\ hnraon.dcr Wld d111Tgodor oollcctild 1Joreu<Hio..­ c•d ll<ohi!lbesl nl p :null;dbl111nw. ln111o l'<nl thnt n colllt dclomoinll.l tl1ol l-'111' hu hllfl!ed or rcc:oh•cd interc•Llocrcon!lorilt CII:CC$1' or 1l1c 11i lli':fil op lic•Dl• n\1:, lc ntc in clfeet 11ol'ul\d!ll'"il•nllllii10madcnll)' be rcduto the mllliimllm rnlc pCflllillod by opplicoblc Ill1111d FBF ,.J,all prom tlr fund \o Mcrcholl\ ""Y intcrcll '=i•'Cd by FIH inc ccn ofl11<: 1U »imun1 lc,\\'(Jll role, it boill!l inl1111rk:d ll101 Mm:h0111 not p )' or conllllcl lo pn)', Ill!<! thnl FBF 1101 r=h"' or ontroct to rcccil•c, dit"C"'l)' ur indii))Cii)' in Dl\}' miiiUICI "'11l11$(1t:t'cr, int•rc•t in :).'CJl.ES or thai wl1icb mn)' bopoid br M l1lhnnt undr llJ!pli obllow. to PBF from M111 hnl l'roloctirm6. II.DF•1••l•lnueced 1n rotee1 nncnfon:lliU ri l• !llld !Mtlllllcl by lawl il. In an)• J11d1 ln"111i1, In \\'hklo ?ElF sh tl ft<O\'ar judsmout n,aiRII Mctei!O!tl, Mmlilllll shell be !iQblfor !Ill cf FBF'S COlli of IPII'IIUil, incluclill bntiiOlli•uiiCII \G nllt"Cnlo•ublc lllJomll')' 'fecJ 1111d cou!l o1l1. l'ml lion 1, Mcrcltnnl donll,pon nKeeulion cfthlAa mcnl, dnlh•er 10 FIW OJ! cr ...:uted r len•or M rrlount'• in fn1•or cf Fl\f, Up011 bronct. or AI"' prml ion In t11ii ]llrl!lr ph 1.12, FBF 1\IPY o crcioo il1 riBhls u1\di:r suel• n••is•un11111 ofl 111:n l'roJc.:Jinn t, FBF UIWdcbi• MQr,lnun•• d pusi\Ol)' allCOUIIIi \\' I"C',•crsituQicd by mcn111 of ACil dcbi1 or focllmilotisool&orc on n t:Oinpulcr•llfiiCT41od cl•ock drAI\'11 oMel'hftn!'ibllllk•!IC!>Illl!or othcrwi•:. 1.11 I'J:tll£flin• nf lnfurJDaiiPn Mcll)hmn( and c eh ]lfflllll SiJnill!l this Al!rccm nl on bciJOif or M tcl11n1 tllot nr 01\'acr, ill t pcc! of hin Jr or b('ls lf pon011a\ly, u1horl1.cs FBF to dl<elo1o infonu don c neGnlins M n:hlllll'l und cuch Owner'• credit m.ndimu Cinullldint lll'l:llil hiiiCA\1 r :p tli1hnl FBf lll olru) nnd hu1inv11 -condncl 0111}' 11> QBCIII!, nfii!i toc, nbll ion!>i, and cr<Kiil repo!lin& bl!!enut, Mcrclonnl nnd coch 01111or hon'b1• ll'lll't:l 1th ma1,1'mun1 CX!CI\1 potnl!)ld b)• lrl\\'111)' ellotm lbr du10g01 nsninl FBF PI on)' of ils nffilinw' ..,; 1illlltD PI!)' (i) iiii'CitiA lion undomkou by or <111 bohnlf ofFBf 11 JICnnitt:d bJ•tllis Asrocmetn or (li) dileloiUI'll o(;n(ormoliOO PI ponni\lll'f b)•!bii A!ltocii!Pnl UJ Cnn!itlr•JI•!H)'. Mm:b0111 under•tnpdr and •SIIII!I \bnl till' 1011111 and: ndilion• of rl1C prodncu attd swl'icn oiTCfOd by fBI', in ludins 1111• Asown1 nPl!d PI\Y o1l1r FRF dceumoniJiionr (colltcLil'l:ly, ""Conf\dontlnl bJ[olliiPlion") Ale propril:larr IUI i'nnfidenlilll info1111111ionof FBI'. Accordin&b'un1oll di1clo1uro i1 roqoltef! b)' law or court order, :Morc nn1 shnllt10L d!sclorcConlidcnlinl lnfonliDI!OII of 1'Bf 10 nnr p"ffon oll1cr '"" 011 ollomor, nccoulllnnl, flnnncinl nchi,or or cmplo 'C!! or Mercl111l1l who 11ood• to know IUiih illfPmiQiiPn for lho pUmMu e>f 111h•i1i11S Merd!onl l Adlim"J, J!lOYitlod tlltll "'dvitor um tuh ill(onnnlioo 111l ly rot t!oo PII!J!OIor dl•isiuy Morclotul a!)dfml JSIO:S iWrllil\lliO ...bOUIId b • th torm1 o(thil Soction 1.!). 1.14 l!tl!IWn:. Mcrclonnl Alldo eb 01111eT onl•aulkori1:111 FBF lo U.IC ill, l1i1 o.r her 1\Dil\in a lillii!Jl ofelk:111111nd i" •d•11t1iti11J1 n11d IIIW 1:!1'11g mo\criolt wllb lhoir I;Jlttit \\Tilton COlli'OI\1, l.U llSing doinlr\u:illc» 01" Or ''dlbfa'' ILI!I:iiS iCOIUICC!ion 11i1h I'AI'iOU> :ll!oUCro rclotiolo llw \f411•Dclion 'nolll'CCll FBF 011d Mcn:hnnl, iltcludinH ll1o lilinJl cfUCC•lfinMcin& •l•lomonlt and othor nolit:er or lll!I!Jll. II, REPR ;SENTA'fiONS, WARRAN1'1ES ANI> COVI::NAI'ITS Mcrcluml cny p!OI:ccdillJ!llonll bi1111IMC'd by or ogninll Mcrcho"l 1eoking 10 ndjudioololi o billllinopt or lhloh•oul, OliCo\ailjlrco!JIAIIil.olic:lll, .nmugcn1cn1, mljnsuoonl, or eomposilion of il or ill d.:blo; {d)<DIKiin& cr noliee or tcrminalioll by OtllflU\lor; (o) Mcrchnnl 1hnt! \TIIlllpCI\, n1o o. illleTl\1)11, IIISjl<;ld. diiSOI1•e cr ll!lminll1o it• bu•ln=: {I) Mm:holll sloau \ranlflll !lT ••II•U orsubll&lttin11)'4ll.of itt Ji$$DJI: (h) Mm:h nt sh lln1or sencl no1lce or 1111)' i1Ucmled ulahlor lran$1'1 b)' Moro;;hanl; (i) Mo thWll slou uoc nmlllpl" d p itorr PCCOIIIII$ willio•l th)lriror 11Tillon ecnsco\ cf fBI'; (j) M ll'lumt shall Cllllll'Q ilt dep ihllg ccounl ll'llhout d1e priorwrillt consent ofFBF; (1:) Mer ltUI\1 ol1 ll pcri'OTlll Oil)' oct tl1nl n:dmo• tho 1•aluo of an)• C:oliD\uro! nmlod undor 1i1 Asreclllllllt; or (1) Mcn:honl shnll defouh under ny or the lenus.co cn..L• lllldc:ondiliotll of M}'Olhor Jn:.emClll \\i\h fBII. l.:l 1kDwlll:io In cuc on)• 'EI'IInl of D1fnult OCCUtG !llld illiDI woi1'C!d JIU!'IWII\llo S('Clicn 4.4.1 bc!1lof, Fll'F 1110)' pro ccd to pro!COl ud onfon:o its rislll• or rcnoalics b,•Sllllln O Uit)'OI b• t.:tioOl low, or bo o, whether for 1110 ipod!ic pcri'omJanco of 4n)'Cm'1lnom, A£:R:Cn1Ml or oilier prul'irion tontoillod herein,cr lo Cflforce the dischnr&C of Mclclo!llll'l obli8niic11s crcund1 (rnchodillll rhe.l'ctwno!C'.U!IBlltooJ nr 1111)' a111J:r legol 01 cq itcblo fiG Ill or romPfl>', All ritlhls, pG\\1:" Md rcmcdil>l of FBF 111 c!>nno•• on witlo tl1i• Ag""'mont m•• be u;;crci•oolI lin)' tiiiiC b)' PRF ofLer the oecurtcnca or 011 li\'0!11 or Dofuul\, ar uloli\'OIInd not u;;ch!Si\•c, ond l'111ll be in,dditinnlomoyolhor rigid, powcn: orrenoodiepm1 ded by low or cq1111 •. 3,3 .{;Qw, Mcrchn111 $liP II 1111)'10 I'DI' 111 fi!OIIIIIOblc eom 115SOCiatllil willl {o) o brc cll b)' Mtrohrull of lloc COI'Cnmtr in tlsir A CIUDI\1 and the cn(o1ocmonttl•ctcof, OJ!d (b) lloe cnfon:cmcnt or FBF'S =roadiesci rortb in Soclillll 4.2.\>01't, illclud)ng bul OOIIintild !o COUll Oilf and PIIC!IIICr&' 'H'"l!J•m!lo;d N'lJ!Orulhl"l Mercbun! l' tclluin:d 1u th'l: Jllll' wrlmm nnti<l' 11ithln 24 uuro11f•ny Iiileu UndUT!!le 11 Mille Uohed Sl let Cudc. Mc h nl ls rcquird \u j!li'C FllF '""'n dl)'t' ll'rilltn IIIIL1ce 11ri11r II> Illclu•lng of M11)' nlc of u\1 ur tlltlln.,llullr llll or !he Murcbum'; lUllI or 5lO fL 1\', MISCEI,t..ANF.01JS 4,1 MujiiO>utllln!' tlrtl\ntwnh No o ndili :lllio11\IUC!Irllllcnt, \1'1\i\'1.'1 or conoont of ll}' piorioion of lhio A&!QC!lltlll m u be ffoc1h., unlcu ll1c ""'"shall bo in wrilln011d £ig11od b)•llDf. .2 FBI' ma)' n.siw1, ttllntfcr or 1ell it>: ri hl• to rceeii'C 1!oe utchll.ocd Am11<1m Of dolORBlo it1 du1ic1 ha'cundc:r, citha in wltolo or in ji:IT 4,3 l':!.ullul. All noli.:<::r, roquCIIs, CDJ\scol, dcn1011!1< and other cornmunicntioos hC!'wn cr sl\1111 be dcli1• r<>d bccrlirJOO n1oil, rCIIIRl reccipl Wl)!!losl d, 10 1\oo n:op,..!i\'C pnniCf to tlli1 A&rcctnc:lll" \hoaddrc;•CF ICI forth in thi1 AgrccJllol\1 111od 4hol1 bccon1cffocd•-o onlr11pcn rceoipt. 4.4 WHjyrr Rrnmllr:;. No r llun:Qn d10pnrt offl>F 10 r.>:trcise, 1111d no dclD}•in co;crciring. wrigl11 under lhi< AJ:,rWntOJI\ •hollopcrolc 111 o wni\'et tbcreof, nor shall #n •linglo or poriinl """"'ilc of All)' righ\ rmdor thir AtrCC'0\ 11 vrocludc Ill!)' Olher or fllflliOI' c crcioo tbcn:W orc c.>:Cfciso of Pill' otl!w rijlht. Tl)c remcdipro,•idlo!llcundcr ore cumulnlil'r;> 1111cl not clush•c of any rtmc<lles pro1•idtd b)•lc.wor CQUII)'• .$Pjndi•l' Effrr]•-Gn}'rtnlnp l ""' ''c•utllnd luri•d]r!illl This A rocru n!Unll be b1'nding upQl\ and inu!TI to dlc bel)cfit of Molclllll\1, FBF QId lltoirt!:li'I'Cih'C s =non a11d nni£11r, oKc pl tllll\ Mercloont shall no\ b&\'C lkrighlto usign ill ri hl• hcro.mdor or any iMcn:.Jllcroih witholll tb prior ll'tiltoneomlcnl of F.BF whiclt caniCDI mar bo wirbhcld ;,, FBF'S lilllo di..,rcti<>n. BF fCSC/\'1)1 ihc riJlllli tc 115Siga Ibis Agrecm lll 11it!1 or 11i1l1o1 p.rior wrilln nolicc 10 Mcrel1 m. This As=mcnl •hall be ;.•<wcmod b)• •nd constTui:d in n=rdltotwido 1loc In"' or rbc Sl!>lo of Nco.•• \'o!k, willouul Jq;JU'd!. to nnr llJ!plicoblo prinoipalo ofo0110ict. or low. All)'>Qil, ctiou or IIIhOeDrccul1ld1idnc:ro, omrinIllile mrcrpr...lotion, plllfonuootoo or b!ch lrorcof, n. if 1'6F •o o. be itllliLu!C<! in on)' IIDUII $illii\JI in 'N"'-" 'lur, (the "Acc plololc Fo/UIIII''). Mm:bont 11gro01 thnt tl•o A«q lo lc Fo01m1!ll'O onvooiDI\IIo i1, nd sub[!!jl!; 10 I he jurillilclion ofrbc Ae<:cpl blc Fontn\1 mod \\'lin• Oil)' nnd nil objcc:lions tojuriodiction or \'Cf\UC. Sloould IUOII procce<liull be inili tcd ill U)' od1fomnt, Mcrchonl \\'llii'CSM\' rigl\110 OfiJIOSo ony 111o1ion or applieation modt bl' l'BF lo ll'nnsrcrsuQII ' proceeding ro "'' Acc.:1nnblc Famm, 1 l.\Cl pnurr nf t.uqrncy Mf:l'tllau\ ln n•o 1bly Jlpoinl• 'OF ns in AQCI1\ nnd 1;'•: :.c":•:c;::_;•:•:c.:.:"..::: :;::"":""'"'C' "'•:;;••;••'"' _•::•••-.:•:"• nl!Orncr•io•facl ll'ltk fnll n tl!orit)' tcc rul}' Ottion or -ulo !Ill}' in \rllmonL or documcut to ICI11t oll obligoliont<luo 10 FBF f1on1 P•o=nor, or in tlUl I:IIIC of n l'ialltion b)' Mm:h!lllt of Se<:lion 1.12 or tilt oe.:umnof nn Et..,nt c?uc \ : ,11.:\ !:(i !•: i ,:c!; t'i: :; ri)t :cct moni<:o duo orlo btoomo due uJidcr or !11 mpl of •nl' of !he Collol ol; (iii) 10 ..,..;,..,, c1ulonc ond call eel on •chcch, liD!, drafil, instrumoo1•, du un•cnls or c11nll O)Icr in Clllll\Otlion \lith dou•c (i) or clll!llc (ii) nho1•c; (il•) \0 in 1\lorc]WIIL'l llWI\c !Ill Ill' iiii'OicD, bill <:lf Joding, Of PSiiJ:IIDICIII dir linn cu"aJ!Ic'fl or Account dcblon ID nmko p 1 cnt dirocll,\'10 I'J>F: o11d (1')\0 mo lii)'Cloillll ortW:con)'IK:lirnl or imd\UIC TIY •occo.dln& ldliQh FBF "'"Y d :em n l'lllW)' for lho collection of ony of tho uupoid Puro!oOJca An1oun1 froo• 1l1o Coli \Cflll, .or ollnl!Wioc lo cnf<>lllc ]li riHhl• wilh "'I poe!to poyrncnl otllocPull;hnrcd Anlo:ml, l,ll fmJrrllpny AMinE! Dtfllu!t •noe followill£ rro\CC!ionl 111!rougb 7 l!IO)'bO h!\'Okod b)' l'llf, immorliolojy nd with011l notie to Merchont iu rile C\'Cfll: (nl Mcrchonl t k' nn}' oclfon to llt,o:ouragc tho me of elc;lf"''le eheckprQ cuing tho!arcocltlrd lhrnllglo i'roc!)llor, or j'll!moil• nny e<'Cnllo oc ur lh1!1 cc old liD\'0 nn odi'CIU offoo\ on !he usc, liCCCJII!IllCC, or Qul],ori7.olion of chocl:l; for tlocpurch..• nrMctc!olllll'& m,•i l' Mtltno u l• l1tcluding bu\ mn1imilc10 <lirecl d•Fosll nf JUW chl'C'I;I imo o JU\n=u111 wl!IIOI\1 iCRnllill& inloiho J'Bf electronic cloook procmnr, (b) M=h•nt hPRJlCS itl!lTIIngemontr wilh p,OC!)ISCr in 11111' 11'0)' !hal is nd1-mo lo FBI'; (c) Mcteluml chn!lllOf lllllclottrollic c11e<:• ---- j!JD •or_lh!!lnt:!t_ 1\' '0h _!!!!: J p!! IT! i .!L_ ft£1!\_ IICCUOt 10 ono 1or dec Ironic {lu>cllroc nor, or J••ililli1 OJI)' crcnllo o ur Utot wul tOllS il'cn:hln 11f nn)' l'f Mc!Chllllt'l eh\!OIIS ctlon> to 11101hcr proecr.; r; (d) Mlllchnnl inlcf111pts 1hc op rntlon of l11is bu•i• eu (oilier Ulllll odt•crlc 1\'Clllhor, no1u111 diroslC!'s or IK:\l of Gc) lranlfCil, li!Dt'CI, •clio, dilj\ll$CI, \lillllfcn or clllom•ilo COIII'CY£ !IS buoln<Js or SI<:\1 1\ilhont UJ tho Or;pfCII pliO I 1\'ril!cn COI\&0!11 of fllf. Md (1i) the writlcn IIJlfCCII\1:<11 o( an)']IUtdiftiCr or UDil5f rcc to lloc .usrumplion of .nll of Merchant'• o\1lit:11lio undorlhi• AJI!ti:IIIC!" UmoMIIO dul:l!IUCIIIDliDnJAiilfnelo'i' to f6F; or [0) Merelio:rol1okc<ony tliolo, fDil1 to tol:c MY n<:lioa, or oiTcrs m•yitocendi"O­ 4,sum)•ol nf Rrnre•r•IBJinn rl< All rcprcswuntious, wnrrontl:r nd OI'Cnllllls hemin sholl $UJ'\'ii'C \he execution and dclii'CI)' ofrhii A&n:Ciu:nl and shall coalinuin filii fo1CO nlil oll ohlittliOI\1 under this Agn:cn!OIII sl\1!11 \'P b te!I Mis cd in rull1111d lloll Agrccmlll\1111111 hi'OIQII!Iinllled. o::osoJ111•of lho]lroliliallrln dli1 Ayrcernont ifound to , i I or uncnforccoblc in 11ny "''P""I, the l1!1idit.-, leglllih• il . oUter JITD''ioion :ontoinod hon:fu •l1ol1 nOt in My ' coononlio or o\liCIWill>-lhc I'CO'UII Ofllioiel!!!'lll be ln iud1100 1!11)' CHiiOQICr or CU$1Dntl'IS 10 poy for Mc!cllllllt'l en•io\\i• on}' 1ncan' oLher lh011 h<>=ks thot m IC!dc<llhnwslo l'rnt:<l•scr. 11\l'JC pmtectiom me in Adriilion to "!"' mhor rcmo.dlcso\' loblcto FBF nliA\1'1 illc<jllii)'OI otllcrwi•c pu nnnllo lhi1. A&rcct lDIII. Prc! l!lll! I. noo filii UllOOIIcolllll Puo bosc lullOnll\ ph•• Dll fo:cs dc under lis Asowmonl and 10 woebcd Securil)' A IVomenl be.;oiUC doc lllld )'1\blc in ( Jilmnl dii!Cl • i'rot >Ction 2, FBF mor unfon:c the ro1•ision• or II"' Per\Mol Ounronrc or l'crronu ono;c tOii\U the Guorontor. l'rotoolionl. Merclnlnllooll, UJTOn oxccllllcq oft1oil Aycemeul.doli1•crlo l'!LF" c ocutal con feu/on of jo,dgmt\11foi'Cr nf I'BF in rl,om unl of lho l'mdnuo Aouounllloled in lheAgrccmcul. UFOII bruolt c(nny l''? isiPn in Jl;i• Pllf"llTIIJ>lt 1.11, FDF mn)'CJUor (hoi cunfunion f Jud!;on nl AI CJII £RICI\I \1'111! lheC!erk ofl!oCoUIIll!ld Q;O<:lllotbercoll. l'roiCCiiun(. I'!>Fmoyenforc:c i! C !IIil)' ilil rc:•t illllocCcll•itrnl ld n1ilicd in m onri$1'oul 'will• tlto inlcro,ls of F£1F. 2.12 »ui•f!! Ptrm•w£ Morcbotu ir o \'Dlid bu,inm in good 11011din£ undor the loll'S oflhc julialitli<'111' i11 wloiclo it i1 or& ni7cd 011dlor opwu1 1, nd Momhont h ntcrins into lhi1 Aeroomonl for Luoin!)ls puf]>D.f!)l ond 11111n1 COI\IIlmr [OI i'I'/SIIItO], fDI"ii)'Of loa loo]d pUJl!OIOI. 2.13 llrftmH lhu(rr Qthrr Cunll"'£1'. Mcrch ll\'5 Q 1'eU!iPll of 1111d/ or pcrfonmanoonnclcrrltir Asrccnocm 11i!l no I eMJocoro enle nnc1•cn!or clofaull b)• Mero:l1on\ under ony ct lllrod wi1l1 nnolbr JW!iOII or Clllit •. II f. EVENTS OP l>EfAIJI.T AND UF.M£.\Hllii ),] Fnp!< nf Qcfyn]J. Tho OCtntTOOCC of 1111)' of !he followi11g OI'Onlsbo\l cc•nslihJio •• "10..-ont of Detoult" l'"'""udC!': (•) Moro:hon!shun \•ioloto nny IC!'I11 or DI'Illlftlll inlli; At;re nt nl; (lo) 1\npcprCicniOiioo or "orrnnl)' h)• M,.,'boq] ill lhir Agrocnoonllhn!l f>l \'e \h4\'C b ¢11 in:of!c=l, (Aloe nr Ulitl io£ in uny SECUlU'f\' AGREEMENT AND GUAUANT\', SHALL IJAVETHEMEANING SET FORTH IN 1'JIEMERCHANT AGREEMENT, INCLUDING TilE TERMS AND CONDITIONS. MERCHAN'I'#I By Rich Pnrlon\ierl ---, <Sign Here ss# (Print N11me and Title) _ I>rh•crs License Number; U.if 46ft 9f.3 MERCHAN'I'#2 (Print Natne and Title) SS# --------- OWNER/GUARANTOR #2 By (Print Name) SS# Dri?;'•:(SiVgnature}uA {Sigmuure) Drjvers License Number:--------- (Signature) Drivers License Number; <Sign Here <Sign Here <Sign Here APPENDIX A: THE FEE STRUCTURE: a. ACH Program Fee Origination Fee b. NSF Fee (Standard)- $ 799 $5% $ 50.00ea ACH's are labor intensive and are not an automated process Up to FOUR TIMES ONLY before a default is declared c. Rejected ACH - Daily ACH Program Weekly ACH Program When the merchant directs the bank to Reject our Debit ACH Amount Funded Reiect Fee Up to $7,500.00 $ 25,00 $7,501.00-$50,000.00 $ 35.00 $50,001.00-$100,000.00 $ 50.00 $100,001.00-$250,000.00 $ 75.00 Over $250,000.00 $100.00 Amount Funded Reject Fee Up to $7,500.00 $ 75.00 $7,501.00-$50,000.00 $ 99.00 $50,001.00-$100,000.00 $175,00 $100,001.00-$250,000.00 $275.00 Over $250,000.00 $395.00 d. Bank Change Fee- $75.00 requiring us to adjust our system When Merchant requires a change of account to be Debited D e. Blocked Account- $2,500.00 places them in default (per contract) When Merchant BLOCKS account from our Debit ACH which f. Default Fee- $5,000.00 When Merchant changes bank account cutting us off from our collections Miscellaneous Service Fees. Merchant shall pay certain fees for services related to the origination and maintenance of accounts which may include but •not be limited to: Merchants funding is done electronically to their designated bank account and charged a fee of $35.00 for a Fed Wire or $15.00 for an ACH. TI1.e fee for underwriting and origination is paid from the funded amount in accordance with the schedule on this page. lfMercl1ant is utilizing a Bridge I Control Account, there is an upfi•o11t fee of$395.00 for the bank fees and administrative costs of maintaining such account for each cash advance agreemet)t with Merchant. Fund transfers from Bridge I Control Accounts to Merchant's operating bank account wi!J be charged $10.95 per month via ACH, This fee will continue if the bridge account remains open after the RTR is paid. Merchant will be charged $50.00 for each change of its operating bank account once active with FBF. Any administrative adjustments associated with changes to the Specified Percentage will incur a fee of $75.00 per occun-ence. (All fees are subject to change) Merchant Initials: --1,/;"'--'-;J - ACH Authorization Form Business Authorized to Debit/Credit Amount: Merchant Cash Advance One 347-442-7999 4459 Amboy Road Suite 3 Staten Island NY 10312- Account Holder Information: Rich Parlontieri Speedemlssion INC ?'?o-3tJ6 •">t6 7 A-ccount Holder Name Account Holder D.B.A. Name Account Holder Phone 1015 Tyrone Rd Bldg/I o Account Holder Address Tyrone GA 30290 City State Zip Account Holders' Bank Information: e!lase dftwtl? tl4= Account Holder's Bank Name Branch City State Q(p(OqJ..3R'7 - IS5tJ3:30!3cJ Bank Routing Numbers Bank Account Number Zip Transaction Information: UNDERWRITER FEE Goods Purchases/Services Rendered $999.00 April 1, 2015 Amount of Transaction offectlve Date Authorization: In exchange for products and/or services listed above the undersigned hereby authorizes Merchant Cash Advance One To electronically draft via the automated clearing house system the amounts indicated above from the account identified above. This authority will continue until withdrawn in writing by the -----.-u=ndersigned account1icllcler.lne unclersrgne-ai1ereb)7TeTtifi-e>--thanhey--a-re--duly--auth-oTire-d1:rr----­ executethis form on behalf of the above listed account holder. I acknowledge that I am subject to a . .0r ee ..if iteireturned for insufficient funds. ;{us Fortress Merchant Solutions LLC 50 Jackson Ave, Suite 301 Syosset NY, 11791 Fortress Merchant Solutions INC Funding Agreement Speedem!ssions hereby a2rees to pay Fm'tress Merchant Solutions INC the service fee amount, listed below, upon funding ofthe'cash Advance/Loan Program, The service fee will be paid in the following form only: ACH to: Fmtress Me1•chant Solutions INC. Total Debited:$2,699.00 Print Name: Richard Parlontieri ACH Autho1ization .(we) Spaadamlss!ons, hereby authorize Fortress Merchant Solutions JNC, hereinafter called COMPANY to initiate a debit entry to-nlo/'(our) X Checking/ Savings accounts at the depository financial institution named below in the amount of $2,699.00, hereafter called DEPOSITORY, and to debit the same to such account. }{we) acknowledge that the origination of ACH transactions to•!lli"(our) account must comply with the provisions of the U.S. law." r:-;--;----::c=-- ----------,---------------,------------•-------- Number of Installments: 2 iDebit A'm-o'un't: $1,-349.50--=="'---- L-•-••---•-----+- ----------- ,_._, ,, ,_, , , , .., , , ,_, , , 1"""""""""--•-----------•--..------ De ository Name: Speede 1issi_on L::!.".!:' ------- --•--•--•-•-..- 1-:::--::----c:-:,-- -----:•:•--, --, =-------,------L-----•------ --•- Routing Number: 06/{}'f::J :3!5.'7 ------ . . I-:----:---:::--,--.,------------I---•-•------..--,------- .E£e !.!Jun:_ r: .Lff.5..C'ollml0pan9y-N-a-m-•e:-S"pe'e-d•em--lss-io-n-s ------ -------------- ••••--•••• - Address: 1015 Tyrone Road Suite -•--•--•----- ..--------- ------!:._ , , ,_, g£!20t=::;:::::;:.:.: /l I // 1/ 1'• _§ignatu'-'re"-: •--,-,'--1"---..rf""=, --:r..: t, Y. ',! ..: :D::_:a:':'te:'f-t7- /'>I Print Name{ )-'--: 1'--'R-I<Ic_ha_rd_P•_rl_on_ll_er_l •-----<1•Title:Pr:::::e;;;J"::';/f,; r;r-.=-:o;;-f-;0:;-w-ne_r _ --

EX-10.30

Exhibit 10.30

Kabbage Business Loan Agreement Loan Amount: $17,000.00 Document Creation Date/Time: Apr 16, 2015 02:35 PM Eastern Merchant Information Account Number: 48512 Merchant: Speedemissions Inc Owner: Richard Parlontieri Marketplaces: ACH Lender: Celtic Bank Salt Lake City, Utah Fees Late Fee: Up to $100 Returned Payment Fee: Up to $20 This Business Loan Agreement ("Agreement") is made by and between Celtic Bank ("we," "us," "our" or "Bank") and merchant ("you" or "Merchant"), along with the principal shareholder, partner, member or other owner of Merchant who submitted the Application on behalf of Merchant ("Owner"), as of the date specified above. If you have designated a Recipient above other than yourself, then you direct us to deliver the Loan Amount to the Recipient on your behalf for one or more purchases made by you from the Recipient. The Recipient is not a party to this agreement, and we are not a party to any purchase transaction between you and the Recipient. Consequently, any disputes or concerns you have regarding your purchases from or the amounts you owe to the Recipient are to be solely resolved between you and the Recipient alone, and you understand and agree that (a) the Recipient’s actions or omissions have no bearing on, and will not give rise to any defense under, your agreement with us, and (b) we will have no liability to you in connection with such purchases.​ I. BUSINESS LOAN Section 1.1. Business Loan. You agree to borrow, and we agree to lend to you, the amount set forth above. You promise to repay this Loan, plus Costs (as defined below), plus all other amounts that may become due us under this Agreement, according to the payment schedule set forth below. You will provide us, at all times during this Agreement, with sufficient access to view the activity in (a) your commercial transaction account(s), including, but not limited to, (i) your PayPal business account, the details of which you have provided to us (individually and collectively, as appropriate, your "Business Payment Account"), (ii) one or more designated business checking accounts, the details of which you have provided to us (individually and collectively, as appropriate, your "Bank Account"), (b) the marketplace(s) where you do business, and (c) such other accounts and sales and shipping data as we deem necessary and appropriate, for the purpose of monitoring your business activity and finances. You agree to repay us in U.S. dollars. THIS IS A COMMERCIAL LOAN. YOU AGREE NOT TO USE ANY PORTION OF THE AMOUNT LOANED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES AND NOT TO REPAY US FROM ANY CONSUMER ACCOUNT. Merchant and Owner each understand, acknowledge and agree that Merchant is entering into this Agreement as a commercial transaction and that your agreement not to use any portion of the amount loaned for personal, family or household purposes and not to repay us from any consumer account means that certain important duties imposed upon transactions and communications for consumer purposes, and certain important rights conferred upon consumers, pursuant to federal or state law, will not apply to any aspect of this transaction. Merchant and Owner also understand, acknowledge and agree that we may be unable to confirm whether, for example, any particular use of any amount loaned or any particular payment conforms to this section. Merchant and Owner understand, acknowledge and agree that a breach by Merchant of the provisions of this section will not affect our right to (i) enforce this Agreement, regardless of the purpose for which any amount loaned is in fact used, or (ii) use any remedy legally available to us in a commercial transaction, even if that remedy would not have been available had any amount loaned been disbursed for consumer purposes or payment delivered from a consumer account. You agree to notify us promptly if (i) the details of your Business Payment Account or Bank Account change, (ii) you open any new account that is similar or (iii) you close your Business Payment Account or Bank Account or any similar account. Furthermore, with regard to information about any marketplace or other service provider that you provided to us to determine the amount of your Loan, you agree to notify us promptly if (i) the details of your account with any such marketplace or other service provider change, (ii) you open a new account with any such marketplace or other service provider or (iii) you close your account with any such marketplace or other service provider. Term. This Loan has a six (6) month term. Monthly payments are due as set forth in the payment schedule below. Cost. We will impose an interest charge (“Cost”) for each month or partial month that any portion of your Loan remains outstanding based upon the original Loan amount. You may avoid additional Cost by repaying your outstanding balance in full at any time without penalty. We may continue to impose additional Cost at the same rate after maturity. Cost Schedule. If you repay your loan in full before: Your anticipated (total) Cost will be: First Monthly Anniversary Date $637.50 Second Monthly Anniversary Date $1,275.00 Third Monthly Anniversary Date $1,445.00 Fourth Monthly Anniversary Date $1,615.00 Fifth Monthly Anniversary Date $1,785.00 Sixth Monthly Anniversary Date $1,955.00 Minimum Monthly Payments. You agree to make minimum monthly payments (each a “Minimum Monthly Payment”) in the amounts specified below on each scheduled monthly payment due date (“Payment Due Date”) shown on your monthly statement. The Minimum Monthly Payment for this Loan will be: Payment DueDate Scheduled Minimum Monthly Payment: Monthly Fee% FirstPaymentDueDate $3,470.84* 3.75 % SecondPaymentDueDate $3,470.84* 3.75 % ThirdPaymentDueDate $3,003.34* 1% FourthPaymentDueDate $3,003.34* 1% FifthPaymentDueDate $3,003.34* 1% SixthPaymentDueDate $3,003.30* 1% *OrallamountsdueunderthisAgreement iflessthantheamountshownYou may at any time pay more than the Minimum Monthly Payment without penalty. Any amounts due under this Agreement and remaining unpaid on the final scheduled Payment Due Date are due on that date. Total Minimum Monthly Payment. We will notify you, at least 10 calendar days in advance of each Payment Due Date, of the aggregate amount of (i) all current Minimum Monthly Payments for multiple Loans, plus (ii) any previous Minimum Monthly Payments remaining, in whole or in part, unpaid, plus (iii) billed but unpaid fees [collectively, (i) through (iii) are your “Total Minimum Monthly Payment”]. See Section 1.3 (Payments) below. Late Fee. If you fail to pay your Total Minimum Monthly Payment amount on time, you agree that we may assess a Late Fee of: $10 if your aggregate outstanding balance of all outstanding Loans is equal to or greater than $35 but less than $500; $35 if your aggregate outstanding balance of all outstanding Loans is equal to or greater than $500 but less than $5,000; $100 if your aggregate outstanding balance of all outstanding Loans is equal to or greater than $5000. Application of Payments. Payments received will be applied first to billed Late Fees and Returned Payment Fees, then to loans in order of posting with the oldest loan first, then the second oldest loan, and so on. With respect to any particular loan, payment will be applied first to billed Cost, then to unbilled Cost and finally to principal. Any amount received in excess of your Total Minimum Payment due will be applied first to any unbilled Late Fees and Returned Payment Fees, then to your remaining principal balances in order, beginning with the oldest loan first, then the second oldest loan and so on. Any payment in excess of the Total Minimum Monthly Payment due does not relieve you of your obligation to make your next scheduled Total Minimum Monthly Payment. Section 1.2. Merchant’s Contractual Covenants and Representations; Further Inquires. Covenants. You agree: (i) (ii) (iii) (iv) (v) (vi) (vii) Not to use any amount loaned for personal, family or household purposes and not to repay us from any consumer account; Not to materially change the nature of the business that you conduct from the type of business originally disclosed to us in connection with this Agreement and, unless we are adequately notified in advance, to conduct your business substantially in accordance with past practices; To take all steps necessary to provide us with access to view the activity in your Business Payment Account, Bank Account and marketplaces where you do business and to such other accounts and sales and shipping data as we deem necessary and appropriate, for the purpose of monitoring your business activity and finances; Not to reduce or remove, or cause anyone to reduce or remove, our access, once granted, to your Business Payment Account, Bank Account, marketplaces where you do business and such other accounts and sales and shipping data as we have deemed necessary and appropriate; With regard to information about any marketplace or other service provider that you provided to us to determine the amount of your Loan, to notify us promptly if the details of your account with such marketplace or other service provider changes, you open a new account or you close your account To use your Business Payment Account in a volume consistent with the level of transactions you processed through such account(s) when you received your Loan, or otherwise ensure that funds sufficient to satisfy your obligations under this Agreement are deposited into your Bank Account; To maintain a minimum balance in your Business Payment Account or Bank Account, as appropriate (as required by Section 1.3 below); (viii) To collect on your sales promptly, in compliance with all applicable federal, state and local laws, rules and regulations and consistent with your past collection practices; (ix) (x) (xi) (xii) To make payments to us (in U.S. dollars) on the applicable Payment Due Date" Not to take any action to discourage the use of your Business Payment Account and not to permit any event to occur that could have an adverse effect on the use, acceptance or authorization of your Business Payment Account for the purchase of services and/or products by your customers; Not to open a new account other than the Business Payment Account or Bank Account (collectively, the "Accounts") into which your sales will be deposited and not to take any action to cause future sales to be settled or paid to any account other than the Accounts; Not to sell, dispose, convey or otherwise payment your business or assets without our express prior written consent and the prior payment or assumption of all of your obligations under this Agreement pursuant to documentation reasonably satisfactory to us; (xiii) Not to take any intentional action that would substantially impair or reduce your generation or collection of accounts receivable adequate to satisfy your obligations under this Agreement without our prior written permission; (xiv) Not to terminate your authorization of scheduled debits in Section 1.3, stop payment on any debit authorized pursuant to Section 1.3, claim that a debit transaction pursuant to Section 1.3 is unauthorized, or seek a refund, return, chargeback or dispute of a credit card transaction related to a payment under Section 1.3; and (xv) To notify us promptly if, with regard to any Business Payment Account or Bank Account, the details of your account change, you open a new account or you close your account. Collectively, the preceding items (i) through (xv) are your "Merchant Contractual Covenants". Representations. You represent that as of the date of this Agreement (i) you have no present intention to close or cease operating your business, in whole or in part, temporarily or permanently, (ii) you are solvent and not contemplating any insolvency or bankruptcy proceeding, (iii) during the four (4) months preceding the date hereof, neither Merchant nor any Owner has discussed with or among Merchant’s management, counsel, or any other advisor or creditor, any potential insolvency, bankruptcy, receivership, or assignment for the benefit of creditors with respect to Merchant and no such action or proceeding has been filed or is pending, and (iv) no eviction or foreclosure is pending or threatened against Merchant. Further Inquiries. Merchant and Owner authorize Bank, its agents and representatives, and any credit reporting agency engaged by Bank, to (i) request information about and investigate Merchant and Owner and any references given or any other statements or data obtained from or about Merchant or Owner for the purpose of this Agreement and (ii) pull credit reports, whether in connection with Merchant’s application for a loan or at any time thereafter for so long as Merchant and/or Owner continue to have any obligation owed to Bank. Owner's Personal Guarantee of Merchant's Performance of Merchant Contractual Covenants. Owner personally guarantees the performance of all of the covenants of Merchant in this Agreement, specifically including the Merchant Contractual Covenants above. (Owner does not absolutely guarantee that sufficient future receivables will be generated or Proceeds collected to equal the Specified Amount sold to Company.) Section 1.3. Payments. Automatic Payment Authorization. You authorize us to initiate, on each Payment Due Date, an automatic electronic debit from your Business Payment Account or Bank Account, as appropriate, in the amount of the Total Minimum Monthly Payment; provided, however, that if a Payment Due Date falls on a Saturday, Sunday or holiday, then the debit may be initiated on the next business day. Any separate payments that you make on or before a Payment Due Date will not affect this authorization. You understand that your Total Minimum Monthly Payment may vary from time to time but will in no event exceed the total outstanding Loans. We will not be liable for any fees or Costs that you may incur if we are unable to debit your Total Minimum Monthly Payment under this authorization. We also are not responsible for any fees imposed on you by the provider of any Business Payment Account or Bank Account as the result of any authorized debit or any payments made directly by you under this Agreement. Automated Clearing House transactions must comply with the provisions of U.S. law. Payment Failure. If a debit is rejected or if you otherwise fail to pay your Total Minimum Monthly Payment when due, you agree that we may (i) terminate further automatic debits, in which case you will be responsible for making all further payments directly and in a timely manner, (ii) debit your Business Payment Account and Bank Account, at any time and from time to time, for any amounts due us until paid in full, (iii) subject to any right to notice of default and right to cure required by state law (which you agree to waive to the greatest extent possible), declare all outstanding Loans immediately due and payable and (iv) pursue any and all other remedies available to us. Account Maintenance. You agree to maintain in your Business Payment Account or Bank Account, as appropriate, sufficient funds to meet each Total Minimum Monthly Payment obligation. We may initiate a debit at any time on a Payment Due Date, including prior to the time that we open for business on any business day. Consequently, you understand that funds must be available by the end of the business day prior to the applicable Payment Due Date and maintained in your Business Payment Account or Bank Account until the debit is processed. Terminating or Disputing Authorization; Stopping Payment. You may terminate your automatic electronic debit authorization by notifying us in writing at least three (3) or more business days before a scheduled Payment Due Date, and your termination will be effective three (3) business days after the date your notice is received by us. If you call us, we may ask you to send your request in writing to us within 14 calendar days of your call. Terminating this automatic debit authorization, stopping payment on a scheduled debit or claiming that a debit transaction pursuant to this Section 1.3 is unauthorized is an event of default under this Agreement; as a result, we may initiate manually one or more debits to your Business Payment Account or Bank Account, at any time and from time to time, for all amounts due us. We may modify or terminate automatic debiting for any reason by notifying you in writing at your last known address in our records. Following the date of any termination of automatic debits by you or by us, you will be responsible for making all further payments directly and in a timely manner. Alternative Payment. If for any reason we are unable to initiate an electronic debit, you agree that we may prepare and deposit a remotely created check in the same amount. Credit Card Transactions. We do not accept payments from consumer accounts. If you choose to provide a credit card number as back-up funding for your Business Payment Account, you agree to waive any right of chargeback or dispute as to any commercial transaction involving us and your Business Payment Account. You agree that your obligation to pay under this Agreement is not related to any consumer transaction. There can be no ground for any refund or return. All payments to us are final. You agree that we may apply any credit balance to any outstanding Loan or other obligation you have with us or issue a check to you. Other Payments. You may make additional or alternative payments at any time. Payments by postal mail should be sent, postage paid, to the following address: Kabbage Business Loan Payments, P.O. Box 77073, Atlanta, GA 30357. You may also call Customer Service to arrange payments by overnight delivery, telephone or other acceptable method. Payments made to any other address than as specified by us may result in a delay in processing and/or crediting for which we will not be responsible. All payments must be made in good funds by check, money order, automatic payment from an account at an U.S. institution offering such service, or other instrument, in U.S. dollars. You are solely responsible for any costs associated with a payment. Payments received after 5:00 p.m. (ET) on any day will be credited on the next day. Credit to your account may be delayed up to five (5) calendar days if a payment (a) is not received at the above address, (b) is not made in U.S. dollars drawn on a U.S. financial institution located in the U.S., (c) contains more than one payment, or (d) includes staples, paper clips, tape, a folded check, or correspondence of any type. Acceptance of Late and Partial Payments; Disputed Amounts. We may accept late or partial payments without losing any of our rights under this Agreement. You agree not to send us partial payments marked “paid in full,” “without recourse” or similar language. If you send such a payment, we may accept it without losing any of our rights under this Agreement. All written communications concerning disputed amounts, including any check or other instrument that indicates that the payment constitutes “payment in full” of your payment or fee obligations or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount, must be mailed or delivered to Kabbage Business Loan Dispute Resolution, P.O. Box 77081, Atlanta, GA 30357. Section 1.4. Returned Payment Fee. If a payment is rejected, returned or dishonored, for any reason, we may assess a Returned Payment Fee in the amount of $20, which fee will be in addition to any Late Fee that may be due. Section 1.5. Default. You will be in default if any of the following happen: (i) you fail to make any payment under this Agreement when due; (ii) you break any promise you have made to us, or you fail to comply with or to perform any term, obligation, covenant, or condition under this Agreement; (iii) you terminate your automatic scheduled debit authorization, stop payment on any authorized debit pursuant to Section 1.3 or claim that a debit transaction pursuant to Section 1.3 is unauthorized; (iv) you are in default under any loan, security agreement, or any other agreement, in favor of any other party to whom you owe debt that may affect any of your property or your ability to perform your obligations under this Agreement; (v) any representation or statement made or furnished to us by you or on your behalf is false or misleading either now or at the time made or furnished; (vi) a material change occurs in your ownership or organizational structure (acknowledging that any change in ownership will be deemed material when ownership is closely held); (vii) you liquidate or dissolve, or enter into any consolidation merger, partnership, joint venture or other combination without our prior written consent; (viii) you sell any assets except in the ordinary course of your business as now conducted, or sell, lease, assign or transfer any substantial part of your business or fixed assets or any property or other assets necessary for the continuance of your business as now conducted, including, without limitation, the selling of any property or other assets accompanied by the leasing back of the same; (ix) any guaranty of performance given to us ceases to be in full force and effect or is declared to be null and void; or the validity or enforceability thereof is contested in a judicial proceeding; or Owner denies that Owner has any further liability under such guaranty; or Owner defaults in any provision of any guaranty, or any financial information provided by Owner is false or misleading; (x) if you are a sole proprietorship, the Owner dies; if you are a trust, a trustor dies; if you are a partnership, any general or managing partner dies; if you are a corporation, any principal officer or 10.00% or greater shareholder dies; if you are a limited liability company, any managing member dies; if you are any other form of business entity, any person(s) directly or indirectly controlling ten percent (10.00%) or more of the ownership interests of such entity dies; (xi) any creditor tries to take any of your property on or in which we have a lien or security interest; (xii) a judgment is entered against you or Owner in the aggregate amount of $250 or more that is not satisfied within thirty (30) days or stayed pending appeal; (xiii) an involuntary lien is attached to any of your or Owner’s assets or property and not satisfied within thirty (30) days or stayed pending appeal; or (xiv) any of the events described in this default section occurs with respect to Owner. Our Rights Upon Default. Upon default, we may demand the immediate payment of all amounts owed us We may hire or pay someone else to help collect any amount that you may owe us. You agree to pay any collection, arbitration, court costs incurred by us or other sums provided or allowed by law. This includes, subject to any limits under applicable law, attorneys’ fees and legal expenses for bankruptcy proceedings, civil actions, arbitration proceedings, declaratory actions or other filings or proceedings, and efforts to modify or vacate any automatic stay or injunction, appeals, and any anticipated post- judgment collection services. Notice of Merchant or Owner Default. You agree to furnish to us, immediately upon becoming aware of the existence of any condition or event which with the lapse of time or failure to give notice would constitute an event of default under this Agreement, written notice specifying the nature and period of the existence of such condition or event and any action which you are taking or propose to take with respect thereto. Section 1.6. Arbitration (Agreement to Arbitrate Claims). Except as otherwise stated below, any Claim (as defined below) will be resolved by binding arbitration pursuant to (a) this Arbitration Provision and (b) the code of procedure of the national arbitration organization to which the Claim is referred (as in effect when the Claim is filed). Claims will be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. Streamlined arbitration procedures will be used if available. If a selection by us of one of these organizations is unacceptable to you, you have the right, within 30 days after you receive notice of our election, to select the other organization listed to serve as arbitration administrator. For purposes of this Arbitration Provision, “Claim” means any claim, dispute or controversy (whether in contract, tort, or otherwise) past, present or future, (collectively, "Claims") as further described below. (If for any reason a selected organization cannot, will not or ceases to serve as an arbitration administrator, you or we may substitute another arbitrator or arbitration organization that uses a similar code of procedure and is mutually acceptable to both parties, in accordance with Section 5 of the Federal Arbitration Act. If both parties cannot agree on an arbitration organization, then either party may ask a court of competent jurisdiction to appoint a qualified arbitration organization.) An arbitration proceeding can decide only your or our Claims. You cannot join other parties (or consolidate Claims). Neither you nor we will be permitted to arbitrate claims on a class-wide (that is, on other than an individual) basis. Small Claims Court Option. All parties, including related third parties, shall retain the right to seek adjudication of an individual (and not class or representative) Claim in a small claims tribunal in the county of your residence for disputes within the scope of such tribunal’s jurisdiction. Any dispute, which cannot be adjudicated within the jurisdiction of a small claims tribunal (including claims transferred by the small claims tribunal to another court) shall be resolved by binding arbitration. Any appeal of a judgment from a small claims tribunal shall be resolved by binding arbitration. SIGNIFICANCE OF ARBITRATION; LIMITATIONS AND RESTRICTIONS. IN ARBITRATION, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO (i) HAVE A COURT OR JURY DECIDE THE CLAIM BEING ARBITRATED, (ii) ENGAGE IN PRE-ARBITRATION DISCOVERY (THAT IS, THE RIGHT TO OBTAIN INFORMATION FROM THE OTHER PARTY) TO THE SAME EXTENT THAT YOU OR WE COULD IN COURT, (iii) PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS IN A CLASS ACTION, IN COURT OR IN ARBITRATION, RELATING TO ANY CLAIM SUBJECT TO ARBITRATION OR (iv) JOIN OR CONSOLIDATE CLAIMS OTHER THAN YOUR OWN OR OUR OWN. OTHER RIGHTS AVAILABLE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Except as set forth below, the arbitrator’s decision will be final and binding. Only a court may decide the validity of items (iii) and (iv) above. If a court holds that items (iii) or (iv) are limited, invalid or unenforceable, then this entire Arbitration Provision will be null and void. You or we can appeal any such holding. If a court holds that any other part(s) of this Arbitration Provision (other than items (iii) and (iv)) are invalid, then the remaining parts of this Arbitration Provision will remain in force. An arbitrator will decide all other issues pertaining to arbitrability, validity, interpretation and enforceability of this Arbitration Provision. The decision of an arbitrator is as enforceable as any court order and may be subject to very limited review by a court. An arbitrator may decide any Claim upon the submission of documents alone. A party may request a telephonic hearing if permitted by applicable rules. The exchange of non-privileged information relevant to any Claim, between the parties, is permitted and encouraged. Either party may submit relevant information, documents or exhibits to the arbitrator for consideration in deciding any Claim. Right to Opt-Out of Arbitration. You may opt-out of this Arbitration Provision. If you do so, neither you nor we will have the right to engage in arbitration. Opting out of this Arbitration Provision will have no effect on any of the other provisions in this Agreement. To opt out of this Arbitration Provision, we must receive your written notice of opt-out, within 60 calendar days after we approve your Loan, at Account Services Dispute Resolution, P.O. Box 77081, Atlanta, GA 30357; ATTN: Arbitration. In your letter, you must give us the following information: Name, Address and Loan number. The right to opt-out granted here applies solely to this Arbitration Provision and this Agreement, and not to any other provision of this Agreement or to any other Loan or other agreement with us. In the event of a dispute over whether you have provided a timely opt-out notice, you must provide proof of delivery. Broad Meaning of "Claims." The term "Claims" in this Arbitration Provision is to be given the broadest possible meaning and includes (by way of example and without limitation) Claims arising from or relating to (i) this Agreement, (ii) any transactions effected pursuant to this Agreement, (iii) terms of or change or addition of terms to this Agreement, (iv) collection of your obligations arising from this Agreement, (v) advertisements, promotions or oral or written statements relating to this Agreement or any transactions between us pursuant to this Agreement, including any Claims regarding information obtained by us from, or reported by us to, credit reporting agencies or others, (vi) Claims between you and us or our parent corporations, wholly or majority owned subsidiaries, affiliates, predecessors, successors, assigns, agents, independent contractors, employees, officers, directors or representatives arising from any transaction between us pursuant to this Agreement and (vii) Claims regarding the validity, enforceability or scope of this Arbitration Provision or this Agreement including but not limited to whether a given claim or dispute is subject to arbitration. Arbitration Procedure and Costs. For a copy of relevant codes of procedure, to file a Claim or for other information about JAMS and AAA, write them, visit their web site or call them at: (i) for JAMS, 1920 Main Street, Suite 300, Irvine, CA 92614, info@jamsadr.com, http://www.jamsadr.com, or 1-800- 352-5267; or (ii) for AAA, 1633 Broadway, 10th Floor, New York, NY 10019, websitemail@adr.org, http://www.adr.org, or 1-800-778-7879. If either party fails to submit to arbitration following a proper demand to do so, that party will bear the costs and expenses, including reasonable attorneys’ fees, incurred by the party compelling arbitration. Any physical arbitration hearing will be held in the federal judicial district selected by Merchant. No matter which party initiates the arbitration, we will advance or reimburse filing fees and other costs or fees of arbitration. Each party will initially be responsible for its own attorneys’, experts’ and witness fees and related costs and expenses. Unless prohibited by law, the arbitrator may, applying applicable law, award fees, costs and reasonable attorneys’ fees and expenses to the party who substantially prevails in the arbitration. The allocation of fees and costs relating to an appeal in arbitration will be handled in the same manner. For an explanation and schedule of the fees that may apply to an arbitration proceeding, please contact the organizations at the addresses above. The appropriate fee schedule in effect from time to time is hereby incorporated by reference into this Arbitration Provision. The cost of arbitration may be higher or lower than the cost of bringing a Claim in court, depending upon the nature of the Claim and how the arbitration proceeds. Having more than one Claim and holding a physical arbitration hearing can increase the cost of arbitration. Governing Law for Arbitration. This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and will be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1 et seq., as amended, notwithstanding any other governing law provision in this Agreement. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations and will honor claims of privilege recognized at law. Judgment upon any arbitration award may be entered and enforced in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA, in which case any party can appeal the award to a three- arbitrator panel administered by the selected arbitration administrator. The panel will reconsider de novo (that is, without deference to the ruling of the original arbitration) any aspect of the initial award requested by the appealing party. Continued Effect of Arbitration Provision. This Arbitration Provision will continue to govern any Claims that may arise without regard to any termination or cancellation of this Agreement. If any portion of this Arbitration Provision (other than the provisions prohibiting class-wide arbitration, joinder or consolidation) is deemed invalid or unenforceable under the FAA, it will not invalidate the remaining portions of this Arbitration Provision. If a conflict or inconsistency arises between the code of procedures of the selected arbitration administrator and this Arbitration Provision, this Arbitration Provision will control. II. REPRESENTATIONS, WARRANTIES AND COVENANTS Each of Merchant and Owner represents, warrants and covenants the following as of the date hereof and at all times during the term of this Agreement: Section 2.1. Covenant Representation. Merchant shall comply with each of the Merchant Contractual Covenants as set forth herein. Section 2.2. Business Information. All information (financial and other) provided by or on behalf of Merchant to Bank in connection with the execution of or pursuant to this Agreement and during the term of this Agreement is and will be true, accurate and complete in all respects. Merchant shall furnish Bank such information as Bank may request from time to time. Section 2.3. Reliance on Information. Merchant and Owner acknowledge and agree that all information (financial and other) provided by or on behalf of Merchant and Owner either as of the date hereof or hereafter has been and may continue to be relied upon by Bank in connection with any decision that Bank makes to extend additional time to repay or to loan you future funds. Section 2.4. Compliance. Merchant is in compliance with any and all federal, state and local laws and regulations and rules and regulations relating to (i) the operation of Merchant’s business, including the collection of accounts receivable, and (ii) the provider of the Business Payment Account and Bank Account and any online sales channels (e.g., eBay) applicable to Merchant’s business. Merchant possesses and is in compliance with all permits, licenses, approvals, consents, registrations and other authorizations necessary to own, operate and lease its properties and to conduct the business in which it is presently engaged. Section 2.5. Authorization. Merchant and Owner have full power and authority to enter into and perform the obligations under this Agreement, all of which have been duly authorized by all necessary and proper actions. Section 2.6. Insurance. Merchant shall maintain insurance in such amounts and against such risks as are consistent with past practice and shall show proof of such insurance upon the request of Bank. Section 2.7. Change in Name or Location. Merchant does not and shall not conduct Merchant’s business under any name other than as disclosed to Bank and shall not change its place of business. Section 2.8. Merchant Not Indebted to Bank. Neither Merchant nor Owner is a debtor of Bank as of the date of this Agreement. Section 2.9. Owner. Owner shall cause Merchant to fulfill each of Merchant’s covenants hereunder. Section 2.10. Working Capital Funding. Merchant shall not enter into any arrangement, agreement or commitment that relates to or involves Merchant’s accounts receivable, whether in the form of a purchase of, a loan against, or the sale or purchase of credits against, Merchant’s accounts receivable or future credit card or online sales with any party other than Bank. Section 2.11. Unencumbered Accounts Receivable. Merchant has good, complete and marketable title to all of its accounts receivable, free and clear of any and all liabilities, liens, claims, charges, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of, Bank. Section 2.12. Business Purpose. Merchant is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and Merchant is entering into this Agreement solely for business purposes and not as a consumer for personal, family or household purposes. Merchant’s Business Payment Account and Bank Account are each specifically designated as business purpose accounts and are each used solely for sales of goods and or services sold or rendered by Merchant and not used for personal, family or household purposes. III. ADDITIONAL TERMS Section 3.1. Security Interest. Merchant grants to Bank, to secure Merchant’s performance under this Agreement, a continuing first lien security interest, unless otherwise agreed in writing by Bank, in the following property of Merchant, wherever found, that Merchant now owns or shall acquire: (a) all tangible and intangible personal property of Merchant, including, all accounts, deposit accounts, chattel paper, documents, equipment, general intangibles, instruments, inventory, investment property (including certificated and uncertificated securities, securities accounts, securities entitlements, commodity contracts and commodity accounts), letter of credit rights, commercial tort claims and as-extracted collateral (as those terms are defined in Article 9 of the Uniform Commercial Code (“UCC”) in effect from time­to­ time in the State of Georgia); (b) all patents, patent applications, trademarks, trade names, service marks, logos, copyrights, and other sources of business identifiers, and all registrations, recordings and applications with the U.S. Patent and Trademark Office (“USPTO”) and U.S. Copyright Office and all renewals, reissues and extensions thereof (collectively “IP”), together with any written agreement granting any right to use any IP; and (c) all accessions, attachments, accessories, parts, supplies and replacements, products, proceeds and collections with respect to the items described in (a) and (b) above, as those terms are defined in Article 9 of the UCC and all records and data relating thereto. Section 3.2. Financing Statements. Merchant understands and agrees that Bank may at anytime file one or more (i) UCC-1 financing statements, lien entry form or other document to perfect, amend or continue any interest granted in Section 3.1 above and (ii) assignments with USPTO and/or U.S. Copyright Office to perfect any security interest in IP described above. Merchant agrees to cooperate with Bank as may be necessary to accomplish said filing and authorizes Bank to sign Merchant’s name to effect the filing or continuation of any such filings. Section 3.3. Remedies. In the event that any representation or warranty of Merchant or Owner contained in this Agreement is not true, accurate and complete, or in the event of a breach of any of the covenants contained in this Agreement, including the Merchant Contractual Covenants, Bank shall be entitled to all remedies available under law. The obligation of Owner in Section 2.9 of this Agreement is primary and unconditional and Owner waives any right to require Bank to proceed first against Merchant before recovering damages from Owner. Section 3.4. [Reserved] Section 3.5. Protection of Information. Except for Confidential Information (as defined below), Merchant and Owner each authorize Bank to disclose to any third party information concerning Merchant’s and Owner’s business conduct. Merchant and Owner hereby waive to the maximum extent permitted by law any claim for damages against Bank or any of its affiliates relating to any (i) investigation undertaken by or on behalf of Bank as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. Section 3.6. Confidentiality. Merchant understands and agrees that the terms and conditions of the products and services offered by Bank, including this Agreement and any other Bank documentation (collectively, “Confidential Information”) are proprietary and confidential information of Bank. Accordingly, unless disclosure is required by law or court order, Merchant shall not disclose Confidential Information to any person other than an attorney, accountant, financial advisor or employee of Merchant who needs to know such information for the purpose of advising Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising Merchant and first agrees in writing to be bound by the terms of this Section 3.6. The foregoing covenants of Merchant shall exist for the duration of the relationship of the parties and, with respect to all Confidential Information, that comprises a Trade Secret (under Georgia law) for so long as such information continues to constitute a Trade Secret and, otherwise, for three (3) years after termination of the relationship between the parties. Section 3.7. Transfer and Assignment. Without prior notice or approval by you, we reserve the right to sell or transfer all or any portion of our interest in this Agreement to another entity or person. Your rights and obligations under this Agreement belong solely to you and may not be transferred or assigned by you. Your obligations, however, are nonetheless binding upon you and your heirs, legal representatives, successors, and assigns. Section 3.8. Publicity. Merchant and Owner authorize Bank to use Merchant’s or Owner’s name in a listing of clients and in advertising and marketing materials. IV. MISCELLANEOUS Section 4.1. Modifications; Amendments; Construction. No modification, amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties affected. The headings of the sections and subsections herein are inserted for convenience only and under no circumstances shall they affect in any way the meaning or interpretation of this Agreement. For purposes of this Agreement, "including" shall mean "including, without limitation." Section 4.2. Notices. Except as otherwise provided in this Agreement, any notice provided under this Agreement must be in writing but may be provided electronically. Notices will be deemed given when properly addressed and deposited in the U.S. mail, postage prepaid, First Class mail; delivered in person; or sent by registered mail; by certified mail; by nationally recognized overnight courier; or by electronic mail. Notice to you will be sent to your last known address in our records. Notice to any of you will be deemed notice to all of you. Notice to us may be sent to Kabbage, P.O. Box 77081, Atlanta, GA 30357. You agree to notify us immediately if you change your name, your postal or electronic mail address or other contact information, if there are any errors in the information regarding transactions on your account or information that you provide to us, or if any of you dies, is declared incompetent or is subject of a bankruptcy or insolvency proceeding. You agree that a notice of incompetence is not effective unless issued by a court having jurisdiction and we receive notice and instruction from the court. Notwithstanding the above, we may, at our option, accept other evidence of incompetence acceptable to us. You agree to indemnify and hold us harmless from and against any and all claims relating to acceptance or non-acceptance of proof of incompetence in any transaction. This indemnity will survive termination of this Agreement. Section 4.3. Waiver; Remedies. No delay on the part of Bank to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. Section 4.4. D/B/A’s. Merchant hereby acknowledges and agrees that Bank may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between Bank and Merchant, including the filing of UCC-1 financing statements and other notices or filings. Section 4.5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Merchant, Owner, Bank and their respective successors and permitted assigns. Section 4.6. Governing Law. With the exception of Section 1.17 above (which is to be governed exclusively by the FAA), this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Utah without regard to internal principles of conflict of laws. Merchant hereby submits to the jurisdiction of any Utah state or federal court sitting in Salt Lake County, Utah, at Bank’s choice. Merchant hereby waives any claim that an action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions of which this Agreement is a part may not be enforced in or by any of the above-named courts. Section 4.7. Term and Survival. This Agreement shall continue in full force and effect until all obligations hereunder have been satisfied in full; provided, however, that any Section that, by its terms suggests survival beyond termination hereof, shall so survive until the natural expiration thereof. Section 4.8. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. Section 4.9. Entire Agreement. This Agreement contains the entire agreement and understanding among Merchant, Owner and Bank and supersedes all prior agreements and understandings, whether oral or in writing, relating to the subject matter hereof unless otherwise specifically reaffirmed or restated herein. Section 4.10. Jury Trial Waiver. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART OR THE ENFORCEMENT HEREOF, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS. Section 4.11. Class Action Waiver. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION. Section 4.12. Telephone Monitoring and Recording. To ensure that you receive quality service and for training purposes, you agree that we may select phone calls for monitoring and/or recording. Section 4.13. Communicating With You and Owner; Consent to Contact by Electronic and Other Means. For purposes of this Section 4.13, "you" means Merchant, Owner and any agent or representative of Merchant or Owner, collectively and individually, for purposes of communications between you and Bank regarding this Agreement and related commercial transactions. You agree that we may contact you as provided in this paragraph. We may contact you for any lawful reason, including for the collection of amounts owed to us and for the offering of products or services to Merchant in compliance with our Bank Privacy Policy in effect from time to time. No such contact will be deemed unsolicited. You specifically agree that we may (i) contact you at any address (including email) or telephone number (including wireless cellular telephone or ported landline telephone number) as you may provide to us from time to time, even if you asked to have your number added to any state or federal do- not-call registry; (ii) use any means of communication, including, but not limited to, postal mail, electronic mail, telephone or other technology, to reach you; (iii) use automatic dialing and announcing devices which may play recorded messages; and (iv) send text messages to your telephone. You may withdraw this express written consent at any time by contacting us at Kabbage Business Loan—Withdrawal of Express Consent, P.O. Box 77081, Atlanta, GA 30357 and telling us specifically what address or telephone number not to use. Section 4.14. In case of Errors or Questions About Your Account Summary If you think your Account Summary is wrong, or if you need more information about an item on your Account Summary, write as soon as possible to: Kabbage Business Loan Account Inquiries, P.O. Box 77081, Atlanta, GA 30357. We must hear from you no later than 60 days after we sent you the first Account Summary on which the error or problem appeared. In your letter, please give us the following information: Your name and email address, The dollar amount of the suspected error, A description of the error, and An explanation of why you believe there is an error. If you need more information, describe the item you are unsure about. You remain obligated to make any remaining Total Minimum Monthly Payment while we investigate. Consent to Electronic Disclosure. You can access transaction information by visiting www.kabbage.com and logging in. By checking the “Submit” box on your application, you agree to receive this Agreement and subsequent disclosures and notices (collectively, “Subsequent Disclosures”) electronically. We will provide electronic copies of periodic statements and Subsequent Disclosures on our web site. To access, view and retain electronic disclosures on our web site, you must have a computer with Internet access and either a printer connected to your computer to print disclosures/notices or sufficient hard drive space available to save the information. The minimum software requirements include browser software that supports 128­bit security encryption and Adobe Reader® version 9.0. By clicking the “Submit” button on your application, you acknowledge that you are able to access our website (www.kabbage.com) and print, or otherwise retain, electronic disclosures. You may request a paper copy of any legally required disclosure by contacting us at Kabbage Business Loan—Paper Disclosure Request, P.O. Box 77081, Atlanta, GA 30357. You may also withdraw your consent to electronic disclosures by contacting us in the same manner. If you withdraw your consent to electronic disclosures, we may elect to terminate our relationship with you. You agree to provide us with your current e-mail address for notices. If your e-mail address changes, you must send us a notice of the new address by writing to us at least five days before the effective date of the change. By checking the “Submit” box in your application, you acknowledge receipt of this Agreement, state that you have read and agreed to its terms and conditions, and agree to receive disclosures electronically. Electronic Signature of Merchant/Owner: You each acknowledge and agree that any electronic or digital signature provided by telephone, on any application or other document signed in connection with your account represents your signature on this Agreement. Rev.7/23/2014

EX-10.31

Exhibit 10.31

Samson Partners l'h. (347) 442-7999 (718) 304-1163 Contract ID# 532082 Sales Partner: Steve Marlmwitz, Jr. Samson Pcu•tncrs REVENUE BASED FACTORING (RBF/ACH) AGREEMENT Agreement dated June 08 2015 between Samson Partners ("FUNDER") and the merchant listed below ("the Merchant''). (Month) (Day) (Year) MRHCHANT INFORMATION Merchant's Legal Name: SpeedEmissions Inc. I SpecdEmissions Car Care. LLC I SpeedEmissions Acquisition Company LLC D/B/A: Speedemissions (ACf-l) (LF) State orlncorporation I Organization: GA Type of entity: (X) Corporation ( ) Limited Liability Company ( ) Limited Partnership ( ) Limited Liability Partnership ( ) Sole Proprietor Physical Address: 1015 Tyrone Road Suite 220 City: Tyrone State: GA Zip: 30290 Mailing Address: Date business stmted (mm/yy): 01101 City: Fedcrai!D# 33-0961489 State: Zip: I'URCHASE AND SALE OF FUTURE RECEIVABLES Merchant hereby sells, assigns and transfers to Funder, as the lead purchaser for itself and coi•nvestors {making Funder on beha! f of itself and all co•investors (collectively the Funders), the absolute owner] in consideration of the funds provided ("Purchase Price") specified below, all of Merchant's future receipts, accounts, contract rights and other obligations arising from or relating to the payment of monies from Merchant's customers' and/or other third party payors (collectively the "Receipts" defined as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the merchant's business), until such time as the "R(•(•eipts Purchased Amount" has been delivered by Merchant to FUNDER. The Receipts Purchased Amount shall be paid to FUNDER by the Merchant irrevocably authorizing only one depositing account acceptable to FUNDER (the" ") to remit the percentage specified below {the "Specified Pcrccnta!•r") of the Merchant's Receipts, until such time as FUNDER receives payment in full of the Receipts Purchased Amount. In consideration of servicing the account, the Merchant hereby authorizes FUNDER to ACH Debit the ''Specified Daily Amount" from the merchant's bank account as the base payment credited against the Specified Percentage due. It is the Merchants responsibility to provide bank statements for any and a!l bank accounts held by the Merchant to reconcile the daily payments made against the Specified Percentage permitting FUNDER to debit or credit the difference to the merchant so that payment equals the Specified Percentage. Failure to provide all of their bank statements in a timely manner or missing a month shall forfCit all rights to future reconciliations. FUNDER may, upon Merchant's request, adjust the amount of any payment due under this Agreement at FUNDER's sole discretion and as it deems appropriate in servicing this Agreement. Merchant understands that it is responsible for ensuring that funds adequate to cover amount to be debited by FUNDER remains in the account. Merchant will be held responsible lOr any fees incurred by FUNDER resulting from a rejected ACH attempt or an event of default (Sec Appendix A) FUNDER is not responsible for any overdrafts or rejected transactions in the Merchants account which may result from FUNDER' scheduled ACH debit under the terms of this agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement between FUNDER and Merchant, upon the violation of any provision contained in Section 1.11 of the MERCHANT AGREEMENT TERMS AND CONDJTIONS or the occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT TERMS AND CONDITIONS, the Specified Percentage shall equal 100%. A Jist of all fees applicable under this agreement is contained in Appendix A. Purchase Price: $250,000.00 Specified l'l'l'ccntagc: Jl"A, Specific Daily Amount: $1.600.00 Receipts I'urchascd Amount: $337.500.00 THE TERMS, DEFINITIONS, CONDITIONS AND INFOHMATION SET FORTH ON PAGE 2, THE "MERCHANT SECURITY AGHEEMENT" AND ''ADMINISTRATIVE FOH.l\1 HEREOJ< ARE HEREBY INCORPORATED IN AND MADE A I'ART OF THIS MERCHANT AGREEMENT. FOR THE MEI CI-IANT (#}) By Richard Parlontieri {Print Name and Title) FOR TIIE MERCHANT (#2) By----------------- (Print Name and Title) OWNER/GUAI ANTOH. #1 By Richard Parlontieri {Print Name) OWNER/GUARANTOH. #2 {Signature) (Signuturc) {Signature) ignHere ignHerc ignHcrc By------------------ ign Here Samson Pa1•tners (Print Name) (Signature) By -- --------- (Company Ofllcer) Sales Associate Name:-------,,------------­ {Signature) To the extent set fOrth herein, each of the pat1ies is obligated upon his, her or its execution of the Agreement to all terms of the Agreement, including the Additional Terms set !Ot1h below. Each ofabove•signed Merchant and Owner(s) represents that he or she is authorized to sign this Agreement for Merchant, legally binding said Merchant to repay this obligation and that the information provided herein and in all ofFUNDER documents, forms and recorded interviews is tme, accurate and complete in all respects If any such information is false or misleading, Merchant shall be deemed in material breach of all agreements between Merchant and FUNDER and FUNDER shall be entitled to a!l remedies available under law Merchant and each of the above-signed Owners authorizes FUNDER, its ugents and representatives and any credit reporting agency engaged by FUNDER, to (i) investigate any rcfCrences given or any other statements or duta obtained from or about Merchant or any of its Owners for the purpose of this Agreement, and (ii) obtain credit report at any time now or for so long as Merchant and/or Owners(s) continue to have any obligation owed to FUNDE!t ANY l\HSREPRESENTATION MAI>E BY MERCHANT OR OWNER IN CONNECTlON WITH THIS AGREEMENT MAY CONSTITUTE A SEPARATE CAUSE OF ACTION FOR FHAUD OR INTENTIONAL FRAUDULENT INDUCEMENT TO OBTAIN FINANCING. 02-02-15 Colonial Funding Network as Servicing Agent MEHCIIANT AGR£EI\IENTTERMS ANIJ CONDITIONS I, TERMS OF ENROLll\IENT IN PROGitAM LJ /lkn•hanl lkousil A1•n•rment Mcn:h nl sh ll execute :m grccmcnl (lhc "Mcrgbqn! Dcnosil " ) cccptoblc 10 FUNIJER, with o Bank acceptable to FUNDER, 10 oblom electronic fund lr:U\sfa '""•ices_ Merchant shall provide FUNDE!t and/or it's au tari;o;d agent with 11 of the infoflnauon. authon7alion' neccss:uy for verifying Merehont's 1eeei\ablcs, 1cceipts and deposits into the account Mcrchru11 shall authori7<: FUNDER ru1d/or it's agent to deduct the amottlllS owed to HINDER for the Rccc1pls as specified herem from scltlemcnl amount> \\hich would o\he"'isc he due to Merdoruot b\' potmlllmy FUNDER to wuhdmw '" spedf•c da1ly anoount credited t Hainsl the spcc1focd pe!c;;nlt HeS by ACH debit of the 1\bd!wtl accouul. The au omit11tion shall be in•cvocuble without •e wrincn cons(nl ofFUNDER L2 Term of Agrtcmen! This Agreement shall lla\•c an indelinilc tcnn that shall last citlocr until all tlte Meochant's obliga!i<•M to FUNDER arc fnlly salisfl<-"<1. Tlois shu II incluc but not c limited 10 any rcncwols, outotanding fees or costs I .3 Futur<• l'urdtu.«•s. FUNDER rcse"•cs the right to 1cscind '"offer to make ""Y pu1chase pa}11lenlsl!ercunder, in its sole discretion I .4 Finnndol C<1ndition. llfcn:hant nd Guaruntot'(s) authorit.c FUNDER and its agents to ilwcs!iJ:Klc !hdr finandKl I'Cilwnsibi!il)' and history, and willwovidc to FUNilER any hunk or financial statements, lax returns, etc., as FUNDEH dccms ncccssar)'Jlrior to or 111 uny lime after execution of this Agreement. A plwtoropy of this authodzalion will he deemed as ncCCJllablc for o>:lca1c of finundal il•form:nion, FUNOEU il nuthorizcd In updutc such infnrnmlion und flnnndal prunlco from tUnc to lime a• it deems lllliii'Oill'hi!C, I.S Trnll.mrliunnl Hi.11ou•y. Mc1chant toutlwri>'J;s their bank to prowidc FUNDER wi o Me1chant's banking 01 p!OccS<ing histooy to determine qu"lolic"lion or <>nlinuation in tl•is pr<>grmn 1.6 lnd<•mnilkf!!jun. Morchmu m1d Gummotm(s) jointl)' wtd scvcmlly indcmni! • "nd hold h•rmless Pr<>cc.<wriThrnk, ol< oO'!cc..-., directors and sh r,;holdcrs g insl ll losses, d m gcs, claims, liabilities ll!ld expenses (including teasonab!e uttomey's fees) incuncd by Procc5Sor rcsulling fmm {a) cbims asserted by FUNDER for monies owed to FUNDER from Mc1chant and ]b) actions taken by Pooocssor "' rdionce Up.ll\ informatio" or inolfllclo"'" provi<lcd by FUNDER 1_7 Nn Uahilily. In no e,•cnt mil FUNDER(O! au)• of the Funde s) be liable for on)' clnims asserted by Merchant under any legal !hem)' for los! profil.l, lost revenues, lost business oppo!1wutics, exemplmy, punitive, special, incidental, indnecl or consequential damogcs, cndo of wh1ch "w•ll•cd by Meochant nnd Guamnlor(s) 1.8 UriUmcc o!l Ts:nm Section 1.1, I.7, !.8 nnd 2_S of thi< Agreement rue agcccd to for the \l(:!lcfit of Mcrchanl, FUNDER and )'rocessor, and nO>Iwi alruldmg the fac! that Processor inot a party of this Agreement. Processor "'".1 rely upon tllCir terms and raise them ala dcfo::.,sc in M)' action Ul Snl•• uf R<•••cints. Mcrdmnl and FUNDER IIUCC \01 the l'utchuse !'rico undeo this Agrcemclll is in cxch:mgc for the Purdtascd Amount andthnl suclt Purchase Price is not intended to be, nor •hall il be construed"' a loan from FUNDER to Merchaut. Mcrch:mt agrees lhatthe Pu•doase Price ism e changc f1>r the sale of future Recc•pts porsu:mt to this Agreement equals the fair market Yah1c of sncl1 Receipts_ FUNDER h:< purch: <cd ao1d shall ""1\ all the Re<:cipls dcsc1ibed in this Agreement up to the full Purchased Amount as the Receipts arc created. Payments made lo FUNDER •.,, respect to the full runou\1\ of the Receipts shall be C011d1110ncd upon Mcrchmol's sale of products and '""'ices and the payment therefore by Merchant's customers in •e manner l""''idcd in Se<:Urm 1.1. In no e\'enl sl1all oc aggocgalc of all amounts be dccUlcd ru; intcocs! hc•cundc• 1111d charged or collc.:tcd hereunder C'Cecd the highest rnle l'"'"'issible a1 Ito\\'_ In 1c c\enl lila! a e<ou11 clelcnnincs thai FUNDER Ions doruged 01 n::cei,•cd intc1es1 he1eundc< in cx css of the higllcst npplicable role, the rate in eiTecl hereunder shall aulomalical!)' be reduced to !he Jl\nxinuun rate pcrmilled by :opphcablc low w1d FUNDER shall promptly refund to Mcrcl,.nl any illtcrcst rccci\•ed b)' FUNDER on c cc.S of the maxlmum bwful 10\C, it being intended lhol Merchant no! pay or contract to 1>0)', and tho! FUNDER not rccei\'c or contract to rccel\•c, directly or i11d!fccll)' "'"''Y """mer whalsoc\'cr, inlcrcsl in excess of that which may be puid by Merchant under "Pillicablc Ia\\ UO l'«wcr ur A!!orney Mcrcha111 inevoc.1bly appoint• FUNDI'.R as'"' OjJen! and allorncy•in-facl with full muhorit)' to take nny action or execute any instJilment or document to sctrle all obligations due to FUNDER from Processor/Hank, or in ti1e cnse of a \'iolntion by Merchant of Sce11011 I. 12 or 1e occuo enee of an Event of Default under Sec!ion 4 hc1eof, f1om Mcoehnnt, under lhis Agreement, including wothout hmitalion (>)to obtain and adjust insm ancc; (ii) to collect monies due or to become due under or in IC.<J>cct of On)' llf the Collateral; (iii) to r '<:civc, cndo>rsc and coiiDOI any check., nolcs, drnfts, inslmmen!s, documents or dtaUcl paper in coomcction' wiOr clause (i) or clause (ii) abo\'c: (iv) ln sign Meodoant'.< nanoc "" ;uoy lll\'Oicc, bill of lading, ,,. assignment dirc"<:ling cuswmc•or a\:count dcboors to make payment directly 111 FUNDER: and (\') to flle any clanns ol take ruw oclion 01 mwtutc any proceeding w!uch FUNDER my deem ncc sary for the eollccli0\1 of moy of the unpaid l'urch scd Amount from dtc Collateral, or othCIWISC to enforce 11s ngllts with respeel to pa)1ncnl ofOoc l'uochMcd Amount Lll l'mtccliuns Again>! Defaul!, The folio"ins l'ro1oc1ions lthmugh 7 "'") c mYoked y FUNDER, immediulCI)' ruod without notice lo Merchant in the cl'elll (a) Merchant change. its =m•gonlcnts with l'rocessorill nk in any 1\'0)' lha! is adl'eiSc to FUNDER, (b) Mc1ehruot change; the deposit account lhroueh winch the Receipt; arc •cUicd., or permits an,• c\'enl lo oc.;ur tlo.ll could cause di\'ers•on of M.\' of Mc!Chant's !lrnlSactions !o "nothcr ueconnt: (c) Mcrclwnl i..tcnulll< the operation of thi> bu>inc>> (<>!her lhi!n ad,-c,.e wc" ocr. natural di nslcs or acts llf God) transfers, moves, sells, disposes, 1ransfc101 o oerwisc com'C)'5 its buoiness 01 aS>ciS without (i) the " J""" prior "Ti!tM consent or FUNDER, and (ii) the wrillcn agrcc•menl of OJI) purd1ascr or !I'UilSfe•cc lothc assrunplion of all of Mcn:hMI's obligations under 1hi• :\1:occmcnl pursl\"'1 to documcnlation smisfactory to FUNDER; or (d) Merchant !okes any aouon, falls lo take any action, or offers any inccll\1\'c--co:oMmlc or o!llclwi><--lhe 1csult of wh10h WJII be to mducc any customer 01 customc" to I'")' for Mcrcha11t's services with nnr meons other than clJccks !hal nrc scnled through l'roccS<OI These p1olcction.; arc in addition to any o ocr <emedics available to FUNDI'.R ol law, Ill equity or othcrwi.c JlUt>Ui\lll to this Agreement l'rolc.olion L TJ,e full uncollected l'uod••sc Amount plus all Ices due under !Ius Agreement and the olloohcd Seem it)' Agreement become due and payable in full innnedintd)' Prolucliun 2. FUNDER mo) cnfo•cc lhc l"o,-i,ions of!he Pcr onal Guwanl•"of !'c<fonnanec ogainil •e Guo.rnntor f'rou;,;lion ), Me1chant shall, upo11 c'"cution of thi• Agn::cment, deli\-eo to FUNDER an executed confcssimo of judgment in fa\'or of FUNDER in !he ll!llllunl of!he Pu1chosc Amount s!aiOO in doc Aguxmen!. Upon breach of 1111)' J>IO\isioll in 1his patll.l!mph I. II, FUNDER rno) c!llcl thnl onfcssion of judgment os ojudgmen!mti1 the Clerk of the Coun ;uod c ccule thereon. Prolcohon 4. FLJNDER ma • enfmce iLl sccur t' inte1cst in the Co!latcrol I ellllle II\ !lle e 1ereof. l'rolco!•on . The entire Purchase Amount sh ll become immediately refundable lo FUNDER from MerchJnl Prolccllon (, FUNDER may p1occed to protect mod e ofoocc it.< tigllls a11d 02-02-15 remedies by lawsuit. fn any such la\HUiin which FUNDER shall leCOI'CI JUdgment agauosl Mercllanl, Mc10halll shall be lioble for oil of FUNDER 's costs of law•mt, including but not limited to oil rcownablc ol\otncy<' fees and court costs P10tcclion 7. Me<eh"n! ohall, upon execution of !his Agtcemeul, dclivc1 to FUNDER"" e'<'<:llled as>iJ!nllll'hl of kae ofl\krthant'llrcmi<cin favor of FUNDER. Upon b1cach of any p!O\'lSion m thi>pa1agraplo I. 12, FUNDER may cxc1cisc us righ!s under such assignment of lea<e l'ro!ccl•on FllN!JEI< may debit Merchant's depository aoco<lnls whcrcnr snualcd by means of ACH debit or facsimile signoture on a compme••gcnclntcd check drawn on Merchant'bank account or otherwise 1.12 l'r•otcqion of lnfm•mution. Merchant w•cad• person signi11g ti& Agoecmcnt on bchnlf !lf M<:rchant andl<>r o.< Owner, in respect of hionsclf or herself personally, aulhorill>s FUNDEn to disclose infonnnlion conceming Merchant's ond each Ow11cr's credit st:mohng (inclu ing credit bttrcau reports thai FUNDER obtains) ru1d business conduct only to agents, affiliotos, Sl!bsidiaoics, llfld credit 1'<-llulling u1caus. Moreha!ll ond eD<:h Owner hcreb,1 wru,•cs to the maximum extent pcnnilled by law moy claim for damages '8ainsl FUNDER or any of its affiliates and the Fu11dcrs <elating to any (i) innstigation undellaken by or on behalf of FUNDER os pcrmilled y this Agreement or (ii) disclosmeofinformalion as permiued hy this Agreement I 13 Confidentiality. Merchant rmdersl•mds ru1d ag1ccs tha! the terms and conditions of the pmduc!4 aood sen•tc.:s oiTered by FUNDER, including this Agreement and any other FUNDER documcnlaliom (collccli\'clf, ..Confidential lnfonnmion") arc pmprictrny nnd confidential infonnnuon of FUNDER Accordingly unkss disclosure is required by low or com! order, Merchnn!sl•all nol disclose Conf!dentiallnformntion of FUNDER to wty person o ICI than an attorney, aecountant, financiol ad\'isor '" employee of Merchant "I"' need• to know "'"h infomtalion for '" purpose \>f :!d\'ising Merchant ("Ad\'i.<or"), IHovidcd such Ad,is"r u cs s11ch mfomoolion solely for the l'"'l"'"" of ad,•ising Merchant and forst agrees 111 writing 10 be bollltd by lhc tcnns of tis Sec1ion 1.13 1.14 Puhlidtl'. Merchrun and cnch Owner onlr anlhori"'' FUNDER lo usc ils, his or her """'e ill a hsling of cloems ond in ilOJ,•emsing aood marketmg malcnals wilh lh ir cxpre>> wrilln consent LIS D/B/A's. Mcrehmll he1cby ocknowlcdgcs m1d agrees thai FUNLJER ma) be using "dooug busonoss os" or "d >la" '""''"' Ul conneel\on with \'arion> maiiCIS relating to the lrii!!Saclion between FUNDER m1d Mcrchonl, indudmg ll1e filing ofUCC-1 finaotcmg st<>lemcnts nnd other no!Ices or folings II, HEPHESf:NTATIONS, WARRANTIES AN» COVENANTS Merchrntl rcp<cscnls, wamu11s and co,•cnnnts that as of this date nnd dunng tloe !Cim of this Agreement 2.1 Finnnriul Cnudilinn sud Fin;mtiullllfJmnutinn. Its bank and finMcial statements. cop1cS of whid1 ha\•e hcen furnished 10 FUNDER, and folme slalcmcnls wl1ich will be funtishOO hl>'calkr at tloe diScretion of HINDER, faid) n:prcscnlthe fmancial condition of Mc1chmn at such d"lcs, rutd since those d"t'* then: has been no motcriol od,..,-changes, JlnMcial or otlwnvise, in sud1 condition, upcra!1un or ownc1 hip of Me1chant. Mcn::lmnt hll5 a continuing, aiTmnaliH obligation to od,•isc FUNDER of any matenal ,..w- change in its fin:mcial condil!on, operation or ownc,;hip. FUNDER may request stalcmcnls at moy time dming the peofonnancc of this :\grccmon! and 1hc Merchant holl prm•ide tl1em to FUNDER within 5 bus,ncss da,•s. Merchaut'• fallurc lo do so is a material breach of this Agreement 2 2 Gnvcrnnu;n!iJI Annruval.•. Merchant is in compliance and sl1all comply with 1111 Jaws ru1d hll5 Ynlid permits. authmi,.11ions and licenses 10 own, operate nnd le01e its propcrhcs and to conduct the busmess in which n " p1cscntly cngt Hed 2.3 Au!hul'izatigu Mcrchanl, and the person(s) signing tins Agrccmcnl on ellalf of Mc<chanl, ha\'c litll power alld nuthoril)' 10 mcur and pcrl'onn the obhgalions mulcr 1his Agrccmcnl, all of which h:o\'c been dnl) autl,ori""d 2.4 ln urrm«'- Merchont will maintaon busincss-inlcn\l)llion msurMee nanling FUNDER ns loss payee and additional inmrcd in amou111S rntd against rioks ns ru•c sntisfnetooy 111 FUNDER nd shall pro,•ide FUNDER p1oof of "'"h insoumu;c upcn requc t 2 5 lmentianallyon iued 2.6 Chan1•e of Name Ill' l.nralion Mcrchanl mil not c1>nducl Mcrcloaon's businc.,es under my name other than as discl< scd to tho Processor and FUNDER or cluu1gc any ofns places of business 2.7 Dully Butch On! Mcrchaoo( "'ill balch oul reCCIJl(S "ill• llle Processor on a dallyb: <is 2 K Ej!oumcl Ccl'[ificulc Mcrchlllll will at any 1in1c, wtd liom tunc (O tmle. upon nl loasl one(!) day's 1nior notice froon FUNDER to Mcrch:ml, cxccule, acknowledge nd del""'to FUNDER ll!ld/or to any other pcoson, person flrnt or corpmatiou spe ifoOO by FUNDER. a •!alCinenl ce11ifyi11g !hal this Agreement is unmodifoed Md m full fo1c•c mod efl'cct (or, if 1erc have been mudifoca\l<lll,, that the swnc io in full f<lrcc and eiTccl as modified ru1cl staling the modifications) a11d slating 1hc dmcs which the Purchased Amount <>r lilly ponion 1hc1eof hos .'<:n rcp01d 1.9 Nn B nkntntn or lnsuh•cnn• As of the d le of lim Agreement, Me1chmot represents that it i1 1001 msoii'Cnl "'od doc• nol contemplate 011d loas not filed any t•ehl•on for ban mptc;• prOicction under Ti1lc t I of the L-\ntcd Stales Code and there has been no iowolunlwy petition brouglot or pe11ding oga1nst Merchnnt Merchant funllcr wwrru\ls tho\ it docs nol nn!ieopale f1luog any such bankrupiC') pemion and i! docs not nnticopmc thai "'' inrolunlaoy pctlllon mil be lilcd ogmn>l 11 ln the c\•cnl lila! the Merchilnl files for ban mp\C)' prolcclion or is p].,ccd 1mdcr "n involuntwy roling l'rclcclions 2 an<l3 rue ionme<liatcl)' im•okcd 2.10 A<hlitiun11l Fi11mKim•. Mcrd••nt >hall nut n!n into nv Hrnm cmcnt, llJ!n.•cm nl or rummitmcnt for UI!Y udditiuruol finnncin, ;,l,cthcr ill th form of 11 JlUITliH•o uf rncinohln or n lu11n to the hu incswith UllJ JlUI1.1' utll<'r than FUNDEH n ithnutthdo• wri!!CII pcnni.<siun. 2. II \Jncnrumht•rc<! l l'rt•int•. McrchMI has good, complete mod llliUkota lc title to o!l Rc'<:cipts, foce nnd clear of any and all liabilioic. liens, claims, ch;ongcs, reslriclwns, condotions, options, nghl>, nMigageo, security intcrc>IS equities, pledges 011d cn ;utnblancco of any kind 01 nalnoc wha!>OC\'Cr or""> othc1 1igh1s or 'ntcresl.l tho! may be inronsiSient with the tn••soclions co!l!cmplmcd with, or ad\'CISC I<> the lnlcrc>ls ofFUNDER 2.12 llu<incs• l'urno>e. Mc1cham is a vuhd business m good slandmg under the laws of lhc jomsdicllons in "htcl1 IllS orgaoHAOand/01 operates. ond MeochrnH is cntcoing into this Agocement for busine" purposes and nol as a comnmcr for personal, famtly or housd•old purposes 213 Dd ull lJnde•• Other Conllnl'l> Me«hant's cxc ulion of aml/or perfo1mrutcc wtdcl 1is Agreement will no!cause or c1ealc ao1 c\'cnt of dcfaull by Merchant unde1 anrconlrnct will1 anotheo pc1son 01 entity. Ill, EVENTS OF IJEI'AULT ANI> REMEIHES J.l EH•nu of Udnull. The occn""''"e of W\)' of the following events shall COliStitllle an "E\'Clll of Default" locrcun cr: (a) Mo1chant shoJI \'iolate :Ill)' loom 01 co\'en; nt in tlus Agreement; (b) :\ny rcpn:scntatic'n or wananty by Mcn::ll:mt In !Ins A rcCIHCnl shall lrO\'e IO ha\• material respect when made; (c) Merchant shall admot in wroting iLl illabllol)' to pay its debts, or shall make a &cneral assignment for the cnefll of c1cdotmo; or aoty I"Occcdmg sholl be lll>lotulod by 01 "8"''"1 Mcrd•a •l occhng !o adjudicate 11 a bankfllpl 01 insokcnt, or seeking toorganitalion, mangement, udju<tmcnt, or Colonia! Funding Network as SeiVicing Agent compositoon of it or its debts; (d) lc S(nding of notio:c of tennination by Gua!OJI!OI, (c) Merchant sloalllrall>poo!, mo\'c, •ntwllpl, su•pend, dissoh-e or tcrnoinolc its businoss: (I) Me<chant r;halllronsfer or sell all or subslrntliolly all of its assets; (h) Me1ChaJII shoJI make"' send notice of ruoy intended bulk sole or lrOliSfer hy Mcrchan!; (i) Mcoehant shoJI nsc mulloplc depository acrollnts wilhonl ll<c prior written consent of FUNDER; (j) Merchruot shall change iLl deposlllng account wnhoutthc pnor wriucn consc111 of FUNDER; (k) Mcn:han! ;hall perform '"'Y aol thai reduces the value of any Collotorol grruttcd under thos Agreement:o1• (I) Molthrutl shall default undco any of the !clllos, eovcn•n!s anrl conditions of nny other (<grcemcnt with FUNDER 3.2 In case any E\•enl of D<:faull oeeu»' ruod is 1101 wui1•cd pursuant !o Section 4.4.1 hereof, HINDER on its own a11d on behalf of the Funders may proceed lo protect and enforce its rights or remedies by suit in equity 01 h)• action at law, or both, whether for the specific perfonnance of nn)' cm•cllanl, agreement M other p1tovision contained herein, or to cnfoocc the discharge of Mc1chruot's obligUiions hereunder (including the l'c1 onal Gul!!'antee) or Ull) other legal or equita lc 1ight or remedy. All 1ights, powers aud remedies of FUNDER in connoction with this Agreement may be e crciscd "' an)' lime by FUNDER after the occuorence of"'' Event of Dcfaul!, llfe cmnulati,•e aud not cxclusi,•e, and shall be in addition to ruty other rights, powers or •cmcd!c£ prO\'Ided by law or cqui!y. 3.3 Qill!- Mcrchrnu shall pay to FUNDER all reasonable cost• associated will< (a) a broach by Mcrchm1l of the CoHnaJlls in this AgiCClltelll :llld the cnforeomen! thereof, rntd (b) tioe enforccme11t of FUNDER's remedies sci follh ln Section 4.2 above, including but not Jnnilcd to court com nnd allonteys' fees 3 4 Reuuin•ol Nnlifirntinns. Men:h•n1 i< I'C<IIlii'Ctl w s:in• FUNDER wrillcn n«ticc llithin 24 hours of HIIY fi!inunder Tille II of the Unilt•d Stulcl Coole. /llcrchunl il n:quircol tu s:in FliNDEH .1£\'l'f! d11ys' wrillcn notic prior ho the clusinl! of >Ill)' sulc of nil ur substuntiully ull uflloc Mc• •hn11l'< ""c!s or slo>k. IV. MISCELLANEOUS 4.1 Mndific;olinns• A!'I'C<'mcnt . No mod11ic"lion, rnncndmcnl, wainr or consent of any pt<l\'iswn of this Agreement shall be effccli\'e unless the same shall he in miting and signed by FUNDER 4.2 Mcreh;lll! ;,;;knowlcdges ru1d under.<ta nl' thO! Fl/NDER " acting on it.< own behalf 011d a> 1e adminosloalor and lead ln\C5lor forgroup of inrlepcndeul parholiWIIts a list of which """ be provided to Merchant .Uter funding and upon w1illcn notice lo FUNDER_ FUNDER "'")' "'"8''• 11ansfor or sell ots rights to receive the Purchased Ammmt or delegate its dmic> hereunder, Cllhcr in whole or in pat\ 4_3 N«tin's. All notices, request•, conscnl, demMds and other communlcnloons hereunder sholl be tlclir'crcd by ccotofoed n1a1l, 1elum 1eocipt requested, to the rc>pectiYC parties to this Ag1ccmcnt •t the addrcS<c.< 'cl forth in this Agreement ""d sl1all become clfccti\'C only UI>On rc;;cipl. 4.4 Waiwr lh•mcoli<•!. No failu1c on the poll of FUNDER to exc<eisc, and no del")' in excrci.<ing, any rigl•l 1mdcr this Agreement shall operate as a ""i,-e, lite reM, 1101 shall '"'Y single or panial cxc•-,isc of any right under this Agreement p1ccludc M)' other or further cxerci<e thereof or tl1e exercise of MY other 1igh1 The remedies provided hereunder arc cumulative and not cxdusil-e of any remedies J>m\'ided by law or equity. 4 5 Binolin1• F.ffrt!• Gov,•minP Law Venue lind Juri<dktiun. This .'lgreemcnt shall be binding upon rutd inure to doe benefit of Merch.>nl, !'UNDER (and i!'$ Porlicip;miS) ru1d lhm respccliYC S<occcs•o" w1d Jssigus. FUl\ 0 DER's l'arlicipaniS shall be thud pruty bencflcmnes of all such agreements except tho! Mcrchm1l hnll not haYc lhc ngill lo assign its rigllls hc•eundcr or nny ime1esl ho1ein wilhout O•e prioo '"itt.:n consCfll ol' F\JNDER which eons(n( nlll\' be withheld in !'UNDER's oole discretion. FUNDER rc cr,-es the rights •lo assogll this Ag•ccment with ur woth<>UI prier wllllcn notice to MerdoonL This Agn::emcnl shall bo go\'cmcd by and COIISU\Ied in accordMcc with the laws of the Stale of New Y r, with om rcgruds lo an) applicable principals of confiicts of law. An) suit, action or poocceding arising locrcundcr, or the inlcrprelalion, pcrformaotec or brooch hereof, shall, ,f FUNDER so dccls, be inoti!utcd in moy court sitting in New Y01k, (the "Acceptable Foo'olms'). Merchant "g1ccs thot the Accep!ahle Forums arc connmenl lo 11, and •nbmiiS lo the Jtlrisd,ction of the Acceptable Fomms and waiYcs 1111)' alld all obJCCI!OIIS to jmisdiction or Yenue. Should Sllch proceeding be initill!ed in any other forum, Mcrchonl wai,•cs uny right to oppose any motion or apphcnuon made by FUNDER lo lrru1<fer such procccdmg to an Acccpta le Fomm 4.6 SuryJ.• I uf RcurqcnJutiyn ClL' All !ep!eSCI\IOliOnl, warrm1lies and eoYe11ru1ts herein shall su1vi\'c the cxccut•on and dcli\'cry of this Agreement and shoJI conlmuc in fnlt force until all oblignllons under this Agreemen!shall ha••e been satisf1cd in full and thiAgrccmcnlsh"ll ha,-c terminated 4.7 Sn•crnhililv. Jn case any of the pm\'isionl mthis Ag1eemcnt is found to he invalid, illegal or unenforceable in llll)' respect, the ,•nlidily, legality an ••nforccahili!y of any other 1"'-''is ion ccnlo.inecl herein shall not in any way be aiTcclcd or imp'"'"d 4 S Entire At•rccm<•nl. Any pro,•ision hereof prohibited by low shall be ineffective only to !he extent of <uch proh,bi!oon without invalidating the 1cmainmg p10I'IIIons hereof. This Agreement rn1d Sccurit• AI!I'CCillCnl hereto cmhody the entire agreement between Merchant and FUNDER ond snpc"edc all I"'"' agocemcnl.< nnd undaslundine• rcbtillg 10 the sttb)ccl mallei hereof_ 4.9JURYTRIAL WAIVE:H. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANV COURT IN ANY Sli!T, ACTION OH J>ROCF.EDING ON AN\' MAlTER ARISING IN CONNECTION WITH 01{ lN ANY WA \' RELATED TO THE TRANSACTIONS OF WJJJCII THIS AGREEMENT IS A I'AHT OR THE ENFOJKEMENT IIEIUWF. THE PARTIES HERETO ACKNOWLEJ)Gf. THAT EACH MAKES THIS WAIVEH KNOWINGLY, WILLINGLY AND VOLUNTAIULY ANJ> WITHOUT DliHESS, AND ONLY AFTER E TENSIVE CONSmEHATION <W THE RAMIFICATIONS OF THIS WAIVER WlTJl THEIR ATTORNEYS. 4 Ill CLASS ACTION WAIVER THE l'AHTIES llERETO WAIVE ANY RIGHT TO ASSERT ANl' CLAIMS AGAINST THE DTJIER PARTY AS A REl'HESENTATIV£ OH MEMBER IN ANY CLASS OR I{El'RESENTATIVE ACTION, EXCEPT WJIEHE SUCH WAIVER IS PROHIRJTEIJ BYLAW AGAINST Plllll.JC POUCV. TO TilE EXTENT EITHER I'ARll' IS l'ERMITTED BY LAW OR COURT 01' LAW TO l'IWCn:» WITH A CLASS 01l{EI'l\ESENTATIVE ACfiON AGAINST TilE OTHER, THE PARTIES llEREBV AGHEE THAT: (I) TJH: l'R£VAILING l'ARll' SHALL NOT BE ENTlTLEll TO RECOVER ATTOUNEYS' FEES OR COSTS ASSOCIATED WITHI'IJRSUING THE CLASS OH REI'RESENTATI\'f: ACTION (NOT WITHSTANIHNG AN\' OTIIER l'HOVISION IN TJJJS AGREEMENT); ANB (2) THE l'Alrf\' WHO INITIATES OR I'Airf!Cll'ATES AS A MEMIIEit OF TilE CLASS WILL NOT SUilMIT A CLAIM OH OTHERWISE PARTICIPATE IN AN\' RECOVE!l\' SECURE!) TliROUGII TilE CLASS OH HE PRESENTATIVE ACTION. 4.11 Farsimilo Acrcntancr. Facsmule Slgna\Ures shoJI e decmt'd aoceploble Samson PartnersSECURITY AGREEMENT AND GUARANTY Merchant's Legal Name: SJ?J .QJm is. jon.tLlrr ,L.S.r .B.nli . lQJ.! CJtL..CJl.rJ...L(;j_ dB1n.i i9D.s_.Acqui.\0t iO!Lf..Q!llJ2ill1Y.,..LL DIB/A: .fu.l. _Qemh'W.illlli CACHl CLF) Physical Address: I 015 Tyrone Road Suite 220 Federai!D# 33-0961489 City: Tyrone State: GA Zip: 30290 SECURITY AGREEMENT Sccudty Interest. To secure Merchant's payment and performance obligations to FUNDER, as the lead purchaser for itself and its aniliates or the Funders, a list of which may be provided to the Merchant upon •written notice after the funding of the purchase closes under the Merchant Agreement (the "Factoring Agreement"}, Merchant hereby grants to FUNDER a security interest in (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined in Article 9 of the Uniform Commercial Code (the "UCC"), now or hereafter owned or acquired by Merchant; and (b) all proceeds, as that term is defined in Article 9 of the UCC (a and b collccth•cly, the "Collateral") Cross Collateral. To secure Guarantor's payment and performance obligations to FUNDER (and its the Funders) under this Security Agreement and Guaranty (the "Agreement"), Guarantor hereby grants FUNDER, for itself and its participants, a security interest in SpeedEmissions Inc_ I SneedEmissions Car Care LLC I SpeedEmissions Acquisition Company LLC (d/b/a Speed emissions (Ann CLFl 2) (the "Additional Collateral"). Guarantor understands that FUNDER will have a security interest in the aforesaid Additional Collateral upon execution of this Agreement. Merchant and Guarantor each acknowledge and agree that any security interest granted to FONDER unde! any other agreement between Merchant or Guarantor and FUNDER (the "Cross Collateral'') will secure the obligations hereunder and under the Merchant Agreement Merchant and Guarantor each agrees to execute any documents or take any action in connection with this Agreement as HINDER deems necessa1y to perfect 01 maintain FUNDER's first priority security interest in the Collateral, the Additional Collateral and the Cross Collateral, including the execution of any account control agreements. Merchant and Guarantor each hereby authorizes FUNDER to file any financing statements deemed necessary by FUNDER to perfect or maintain FUNDER's security interest, which flnancing statement may contain notification that Merchant and Guarantor have granted a negative pledge to FUNDER with respect to the Collateral, the Additional Collateral and the Cross Collateral, and that any subsequent lienor may be tortiously interfering with FUNDER's nght . Merchant and Guarantor shall be liable for and FlJNDER may charge and collect all costs and expenses, including but not limited to attorney's fees, which may be incurred by FUNDER in protecting, preserving and enforcing FUNDER's security interest and rights Negative JlJedge. Merchant and Guarantor each agrees !)Otto create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral , the Additional Collateral or the Cross•Collateral, as applicable. Consent to Enter Premises and Assign Lease FUNDER shall have the right to cure Merchant's default in the payment of rent on the following terms. In the event Merchant is served with papers in an action against Merchant for nonpayment of rent or lbr summary eviction, FUNDER may execute its rights and remedies under the Assignment of Lease. Merchant also agrees that FONDER may enter into an agreement with Merchant's landlord giving FUNDER the right: (a) to enter Merchant's premises and to take possession of the fixtures and equipment therein for the purpose of protecting and preserving same: and (b) to assign Merchant's lease to another qualified Merchant capable of operating a business comparable to Merchant's at such premises. Remedies. Upon any Event of Default, FUNDER may pursue any remedy available at law (including those available under the provisions of the UCC), or in equity to collect, enforce, or satisfY any obligations then owing, whether by acceleration or otherwise. GUARANTY llersoual Guaranty ofPerfonnance. The undersigned Guarantor(s} hereby guarantees to FUNDER, and its affiliates or the Funders, Merchant's performance of all of the representations, warranties, covenants made by Merchant in this Agreement and the Merchant Agreement, as each agreement may be renewed, amended, extended or otherwise modified (the "Guaranteed Obligations"). Guarantor's obligations are due (i) at the time of any breach by Merchant of any representation, warranty, or covenant made by Merchant in this Agreement and the Merchant Agreement, and (ii) at the time Merchant adrmts its inability to pay liS debts, or makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against Merchant seeking to adjudicate it bankrupt or insolvent, or seeking reorgamzation, arrangement, adjustment, or composition of it or its debts Guarantot• Waivers. In the event that Merchant falls to make a payment or perfOrm any obligation when due under the Merchant Agreement, FUNDER may enfOrce its rights under this Agreement without flrst seeking to obtain payment fi•om Merchant, any other guarantor, or any Collateral, Additional Collateral or Cross Collatcral FUNDER may hold pursuant to this Agreement or any other guaranty. FUNDER docs not have to notif}' Guarantor of any of the fOllowing events and Guamntor will not be released from its obligations under this Agreement if it is not notified of: (i) Merchant's fililure to pay timely any amount owed under the Merchant Agreement; (ii) any ndverse change in Merchant's financial condition or business; (iii} any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) FONDER's acceptance of this Agreement; and (v) any renewal, extension or other modification of the Merchant Agreement or Merchant's other obligations to FUNDER. In addttion, FUNDER may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement . (i) renew, extend or otherwise modify the Merchant Agreement or Merchant's other obligations to FUNDER; (ii) release Merchant from its obligations to FUNDER; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee orthe Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement Until the Merchant Amount plus any accrued but unpaid interest and Merchant's other obligations to FUNDER under the Merchant Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement li-OJn Merchant or any other guarantor for any amounts paid by it under this Agreement Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation ; (ii) reimbursement; (iii) performance; (iv) indemnification, or (v) contribution. In the event that FUNDER must return any amount paid by Merchant or any other guarantor of the Guaranteed Obligations because that pt>rson has become subject 1o a proceeding \lndn Ow llni1 ed St•Mes 8ankwptcy Cod•• or ••ny &imihr Jam, G>nn.ntor's gJ;tligatiens ldiH:IBr this 4 greeme1H sHall i11ellitie that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i} He/She undet•stands the seriousness of the provisions or this Agreement; (ii) He/She has had a full opp(wtunity to consult with counsel of his/he••choice; anti (iii) He/Siuhas consulted wilh counsel of its choice or has decided not to avail himself/herself of that oppot•tunity. INITIAL:---­ Joint and Scver:1l Liability. The obligations hereunder of the persons or entities constituting Guarantor under this Agreement are joint and several THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE "MEH.CHANT AGREEMENT", INCLUDING THE "TERi\IS AND CONDITIONS", ARE HEREBY INCORPORATED IN AND l\-IADE A I'ART OF THIS SECURITY AGREEMENT AND GUARANTY. CAllJTALIZED TERMS NOT DEFINED IN THIS SECURITY AGH.EEMENT AND GUARANTY, SHALL HAVE TilE MEANING SET FORTH IN THE MERCHANT AGREEMENT, INCLUDING THE TERMS AND CONDITIONS. MERCHANTS AND OWNERS/GUARANTORS ACKNOWLEDGE THAT THIS WRITING REI,RESENTS THE ENTIRE AGREEMENT BETWEEN nm PARTIES HERETO. IT IS UNDERSTOOD THAT ANY REI,RESENTATIONS OH ALLEGED PROMISES BY INDEPENDENT BROKEH.S OH. AGENTS OF ANY PARTY IF NOT INCLUDED IN THIS WRITIEN AGREEMENT ARE CONSIDERED NULL AND VOID. Al\"'Y MODIFICATION OH. OTI-IEH. ALTEH.ATION TO THE AGHEEMENT MUST BE IN WRITING AND EXECUTED BY THE 11ARTIES TO THIS CONTRACT. MERCHANT#l By Richard Parlonticri (Print Name and Title) (Signature) Drive1•s License Number: 018466983 GA MERCHANT#2 By (Print Name and Title) (Signature) ignHere ignHere SS# Drivers License Number: OWNER/GUARANTOR #I By Richard Parlontieri (Print Name) (Signature) ignHere SS# 285 40 9642 Drive1•s License Number: 018466983•GA OWNEH./GUARANTOR #2 By (Print Name) {Signature) ignHere SS# Drivers License Number: AUTHORIZED SEH.VICING AGENT Colonial Funding Network, Inc. Colonial Funding Network, Inc. (Colonial) is the Authodzed Servicing Agent of Samson Partners for this contrat.'t providing administrative, boollkecping, 1•eporting and support sendces for Samson Partners and the Mt•rchant. Colonial is not affiliated or owned by the Samson Partners and is acting as independent agent for services including but not limited to background checks, credit check. general undcnniting re\'icw, tiling UCC•I sccu1•ity interests, cush management, account n porting and n•mit capture. Coloniul may at its sole discretion participate in this financing by providing a small portion of the funds fot• this transaction directly to Samson Partners. Colonial is not a credit card processot•, or in the business of processing credit cards. Merchant hereby aclmowledges that in 110 event will Colonial be liable for :my claims made against the Samson Partners Ol' the Processor under any legal theory for lust prolits, lost revenues, lost business opportunity, cxemphll)\ punitive, special, incidt•ntal, indind ol' consequential damages, each of which is waived by the Mc1•ch:mt and Owner/Guarantor. MEnCH ANT By -;;,-c-,-,-;-----;c=-:------- (Print Name and Title) Sign: ------=---:----------""/sign Here (Signature) co1oniaJfund ingnctwork Origination Fee- to cover underwriting and related expenses Amount Funded Origination Fcc Under $7,500.00 $199.00 $7,500.00-$25,000.00 $295.00 $25,001.00-$50,000.00 $395.00 $50,001.00-$100,000.00 $595.00 $100,001.00-$250,000.00 $795.00 Over $250,000.00 $995.00 a) ACH Program Fee- $ 395.00 ACH's are labor intensive and are not an automated process requiring us to charge this fee to cover costs b) NSF Fee (Standard)- $ SO.OOea Up to FOUR TIMES ONLY before a default is declared c) Rejected ACH­ Oaily ACH Program Weekly ACH Program When the merchant directs the bank to Reject our Debit ACH Amount Funded Reject Fee i. Up to $7,500.00 $ 25.00 ii. $7,501.00-$50,000.00 $ 35.00 iii. $50,001.00-$100,000.00 $ 50.00 iv. $100,001.00-$250,000.00 $ 75.00 v. Over $250,000.00 $100.00 Amount Funded Reject Fee vi. Up to $7,500.00 $ 75.00 vii. $7,501.00-$50,000.00 $ 99.00 viii. $50,001.00-$100,000.00 $175.00 ix. $100,001.00-$250,000.00 $275.00 x. Over $250,000.00 $395.00 d) Bank Change Fee- $75.00 requiring us to adjust our system When Merchant requires a change of account to be Debited e) Blocked Account- $2,500.00 places them in default (per contract) When Merchant BLOCKS account from our Debit ACH which I) Default Fee­ Collections g) UCC Termination Fee- $150.00 $5,000.00 When Merchant changes bani< account cutting us off from our When Merchant request a UCC termination h) Admin Fee $1,995.00 Miscellaneous Ser-vice Fees. Merchant shall pay to Colonial certain fees Merchant funding is done electronically to their designated bank account and charged a fee of $35.00 for a Fed Wire or $15.00 for an ACH. The fee for underwriting and origination is paid from the funded amount in accordance with the schedule below. If Merchant is utilizing a Bridge I Control Account, there is an upfi•ont tee of $395.00 for the bank fees and administrative costs of maintaining such account for each cash advance agreement with Merchant. Fund transfers from Bridge I Control Accounts to Merchant's operating bank account will be charged $10.95 per month via ACH. This fee will continue if the bridge account remains open after the RTR is paid. Merchant will be charged $50.00 for each change of its operating bank account once active with Colonial. Any administrative adjustments associated with changes to the Specified Percentage will incur a fee of$75.00 per occurrence. (All fees are subject to change) Merchant Initials: _ Contract Balance Buy Out Form June8,2015 To Whom It May Concern: As part of the new Samson Partners Cash Advance Agreement Contract #532082 dated and signed on June 8, 2015, SpeedEmissions, Inc./ SpeedEmissions Car Care, LLC/ SpeedEmissions Acguistion Company, LLC DBA: Speedemissions located at 1015 Tyrone Road Suite 220 Tyrone GA 30290 agrees to buy out the remaining RTR balance due in the total amount of $45,373.48 (which includes $30,166.80 from Samson Partners Merchant Cash Advance Agreement Contract #405812 dated and signed on March 6, 2015; and $15,206.68 from Samson Partners Merchant Cash Advance Agreement Contract #348612 dated and signed on January 19,2015. Thank you, X Richard Parlontieri Owner Fortress Merchant Solutions LLC 50 Jackson Ave, Suite 301 Syosset NY, 11791 Fortress Merchant Solutions INC Funding Agreement Speedemissions hereby agrees to pay Fortress Merchant Solutions INC the service fee amount, listed below, upon funding of the Cash Advance/Loan Program. The service fee will be paid in the following form only: ACH to: Fortress Merchant Solutions INC. [b ited:$4,500.00 $1,500.00 -, Each lnstallmer !J Signature: X. Date: _ Print Name: Richard Parlontieri ACH Authorization "I (we) Speedemissions, hereby authorize Fortress Merchant Solutions INC, hereinafter called COMPANY to initiate a debit entry to my (our) X Checking/ Savings accounts at the depository financial institution named below in the amount of $4,500.00, hereafter called DEPOSITORY, and to debit the same to such account. I (we) acknowledge that the origination of ACH transactions to my (our) account must comply with the provisions of the U.S. law." [Number of Installments: 3 -------------,--------- ------­ [rD--e-b--it--A--m--ount: $1,500.00 --- ------- '!5.;-p;;;i(o;: _]\Jame: sreede;:;;;s-s-;0;;;;-- --- 1 -------------- ---- ----------- - CJ_uting Number: Account Number: r••-------•---••-- - --•••------- =-------g_? n-p-a-,;-y-Na ne:spe•e&m;s•sJ•o•llS.. ---- •-••---•-- _ Address: - : ": : o a: Smte220- == = == = - Signature:_ !=== Date: _frint_N_ 111_e_(sj:_ ] Richard Parlontieri Title: _ [Owner

EX-10.32

Exhibit 10.32

Samson Partnersl'h.(347)442-7999(718)304-1163ContractID#729022SalesPartner:SteveMarlmwitz,Jr.Samson PartnersREVENUEBASEDFACTORING(RBF/ACH) AGREEMENTAgreementdatedOctober11.2015betweenSamsonPartners("FUNDER")andthemerchant listedbelow("theMerchant"). (Month)(Day)(Year)MEHCIIANTINJ<ORMATrONMerchant'sLegalName:SpeedEmissions Inc.ISpeedEmissionsCarCare.LLCISpcedEmissionsAcquisition Company  LLCD/B/A:SpecdcmissionsCACI--Il(LF)2StateoflncorporationIOrganization:GATypeofentity:(  )Corporation (  )Limited LiabilityCompany (  )LimitedPartnership(  )Limited LiabilityPartnership(  )SoleProprietorPhysical Address: 1015TyroneRoadSuite220Mailing Address:Date  businessstarted (mm/yy):01/01City:TvroneCity:Federal ID#33-0961488State:GA State:Zip:30290Zip:PURCHASE ANDSALEOF FUTUH.E RECEIVABLESMerchanthereby sells, assignsand transferstoFunder,as the lead purchaserfor itself and co-investorsfmaking Fundcr on behalfof itselfand all co-investors(collectively the Funders),the absolute  owner]   in consideration of the funds  provided  ('"PurchasePrice")  specified  below, all of Merchant'sfuture  receipts,  accounts,contract rights and other obligationsarisingfromorrelating tothe payment ofmonies from Merchant'scustomers'and/or otherthird party payors (collectivelythe"Receipts"defined asall paymentsmadeby cash, check, electronictransferorother fOrmofmonetmypayment inthe ordinal)'course ofthe merchant'sbusin:ss),until such time asthe"ReceiptsPurchased Amount"hasbeen deliveredbyMerchanttoFUNDER.The ReceiptsPurchasedAmount shall bepaid toFUNDER  bythe Merchantirrevocablyauthorizingonly onedepositingaccount acceptableto FUNDER(the"hmillU")toremitthepercentagespecilledbelow (the"Specil[edPercentage")oftheMerchant'sReceipts,untilsuch timeasFUNDERreceives payment inful!ofthe ReceiptsPurchasedAmount. Inconsiderationofservicing the account,theMerchanthereby authorizesFUNDERtoACH Debit the"SpecifiedDaily Amount"from the merchant's bankaccountasthebase payment creditedagainst theSpecifiedPercentagedue.ItistheMerchantsresponsibilitytoprovide bankstatementsforanyandallbankaccountsheldbythe Merchantto reconcile  the daily paymentsmade against the Specified PercentagepermillingFUNDERto debit orcredit the differencetothe merchant sothat payment equals the SpccilledPercentage. Failure to provide all oftheir bank statementsinatimely  manner or missing a month shall forfCitall rights tofuture reconciliations.  FUNDERmay, upon Merchant'srequest, adjust theamountofany payment due under this Agreementat FUNDER'ssole discretionand as  itdeems appropriateinservicingthis Agreement.  Merchant understandsthat itisresponsibleforensuringthat funds adequatetocover amount tobedebited byFUNDERremains intheaccount.  Merchantwillbeheld responsiblefOranyfees incurred byFUNDER  resultingfromarejectedACJ-1attempt oranevent ofdefault.   (See Appendix A)FUNDERisnotres]xmsible forany overdraftsorrejected   transactionsinthe Merchantsaccountwhich mayresult fromFUNDER'scheduledACH debit under the termsofthisagreement. Notwithstanding anythingtothecontraryin thisAgreementoranyother agreementbetween FUNDER and Merchant,upon the violationofany provisioncontainedinSection1.11 oftheMERCHANTAGREEMENTTERMSAND CONDITIONSorthe occurrenceof"an  Event of"Default  under Section 3ofthe MERCHANTAGREEMENTTERMSAND CONDITIONS,theSpecifiedPercentageshall equal 100%. Alistofall fees npplicableunderthisagreementiscontainedinAppendixA.PurchaseJ•ricc:$75.000.00              SpecifiedPe1·centagc:lf'Yu                   Sjlecific Daily Amount:$469.00                  ReceiptsPurchased Amount:$101.250.00THE TERMS, DEFINITlONS, CONDITIONS AND INFORMATION SET FORTH ON J>AGE 2, THE "MERCHANT SECURITY AGREEMENT" AND "ADMINISTRATIVE FORM HEREOF ARE HEREBY INCORPORATED IN AND MADE A l'AH.T OF THIS MERCHANT AGREEMENT.FOR THE  MERCHANT<#!)ByRichardParlontieri(PrintNameand Title)FOR THE  MERCHANT !#2)By -----=-:-::-:--..,-;;c.,--,-------­(PrintNameand Title)OWNIW../GUARANTOR#1ByRichardParlontieri(PrintName)OWNER/GUARANTOR #2By ------;;-;-c-:-;:-;--,---------­(PrintName)(Signature) (Signature) (Signature){Signature)ignHere ignHere ignHereignHeres mson Jl l·tnerslly c---::=--c----------(CompanyOfficer)SalesAssociateName:-------::c:-=c:cc:c:---------­(Signuture)Totheextent setforth herein, each ofthe pa1iiesisobligatedupon his, heroritsexecutionofthe Agreementtoall terms oftheAgreement,includingtheAdditionalTerms setforth below.  Each ofabove.signed MerchantandOwner(s)representsthatheorsheisauthorizedtosignthisAgreementforMerchant,legally binding saidMerchanttorepaythisobligation andthattheinformationprovidedherein andinallofFUNDERdoc\lments,formsand recorded interviewsistrue,accurateandcompleteinallrespects.  If anysuch informationisfalse or misleading,Merchantshall bedeemed  inmaterial breach ofall agreementsbetween Merchantand FUNDERand FUNDERshall beentitled toall remedies availableunder law. Merchantand each of the above-signedOwnersauthorizesFUNDER,itsagentsand representativesand any credit  repmiingagency engagedby FUNDER,to(i) investigate any referencesgiven oranyother statementsordataobtained from orabout MerchantoranyofitsOwnersforthepurpose ofthisAgreement,and(ii)obtain credit repo11atanytime nowor!OrsolongasMerchantand/or Ownersls)continuetohave  anyobligationowed toFUNDERANY MISREPRESENTATION MADE  BY MERCHANT OR OWNEH  IN CONNECTION WITH  THIS  AGREEMENT MAY CONSTITUTE A SEPARATE CAUSE OF ACTION  FOR Fl AUD OR INTENTIONAL FHAUUULENT INDUCEMENT TO OBTAIN  FINANCING.MERCIIAN1'AGREEMENTTERMSANDCoNmTIONSI.  TERMSOF ENROLLMENTINPROGRAM1.!1\kt·d•nntl)<>n.,sit A,•n•t•mt•nt. Merchantshallcxcculc""agrecmco\(the"Mc•ri:l1anl[knNil  Am..·nwn!")acccplablc  lo  FUN[)ER,   with  o   BankacccJ>IOhlc to!'UNDER, toobtain ckctrnnielund \ran•fcr services. Merchant•hall prnndcFlll\.'DERand/orit'• o1>1hori"'dagcnlwithalloftheinfomoai<On. authoriznlions necessary  for \'tttf}1ng  Merchant'•  receivables,  receipts and dcpo•it<intotheaccount McrchonlshallmothoriroFUNl>ER and/orH'sagentto dednctthcamountsowed toFUNDERfor theRc'<:Ct)>tSas>1>ecofoedheocinfrom sclllcnlcnl alliOUnls whochwouldolhe"'isebedue10Mcrchrudbypenn•uing FUNDER tomlhdmwUte specificdailyamououcocd!\cdllga!n>llhcspecifocd pclccn\llgCibyACHdebit  oftheMcochw11accounl.  The  an1mi'"tionshallbe itTcvoc•ble"itlwutthe\\1iltenconsmt ofFliNDER.1.21\TmufAgr·eento'tll. Thi1AJ;!"CCU>cnt shall have"'' mdernulc tenn that sh•ll  I;!St ci1cr until ;oil   teMeochant's obligation•lo FUNDER nrc fldl) solisfic<l.ThisshallindudebutnoIbelimitedtoanyrcr1ewals,outstanding fc'<'S N(-'<JSISI.JFntuo·cPunh8S<''·FUNDERresco·wstherigllllorescindtheofferlomakeOll)'pmch:.sepa)1ncnlshcroundor,initssoledtscrct.on1.4FinnndalConditiOll,Merchantand Guaranto>1•) nulhnrlzcFUNDER and inaoenlsloinvosliatetheirfin nda!t'CSIWnsihilil)'and hillol')',tnd will11roddcluFUNDERanyhank orfinandals\Ricmcnts,tXrchtrns,ole., usFUNDERd•·cmsnccc"ary11riortoornytimedlcl'CxerutionufthiJ Al'.rctmenl.A jllwto<u]IYofO.i>utllhurb.:dion"UIedecm•dml!U<pt>lltl< fur relc:o•c <1ffinunci:oliltf<lrmlltiun. FUNDER iJautl•oo·izcdtUttjJdalc >ItCh infurm»!iou»nd llnandlltrufilcfromtimelolimeitd<"<:nl>UllJIWJll'i:tiC.1.5 Tnonsn<'liunul   llillt!t]'·    Merchant  nuthooi;;:s their  bauk  to  IJru\'idc FUNDER with Merchant's banking orptoocssing hislm)'  lodotcmJinc qualification orconlinualionin thisp1o;rruu1.(,hookmnillrn!iuro. Merchant and Guurw11or(s)joi11tly and scHJally mdemnify andhold hanlllcss l'mco>.<OIIThmk, ill <•fiiccrs, dircCI<l!S ond shmclwldcrs against  all losses,  damages,  claims,  liabilities  atld  cpcn•cs (including reasonable altomey's fees) incuncd byProcessor n:sulting from(a) claims asscnM byt>UNDERforn1onicsowed!oFUNDERfrom Merchantand (b) actions  t;d;cn by Processor in reliance upon  infonnation  or ins uc ons pto\'idcd byFUNDERL7N"Liahilitv. Innoc\'en!will FUNDER(or ru•yoftheFundcrs)   behabitfor nnyclaimsll.'iscnMbyMcrchw>lunder unylegaltheoryforloslprofill,los\rcl·cmoc>, lo•l b"'inc>iopponunilies,excmplal)·. puniti\'e, spccoal.metdttotal. indirect or consequcn\lal dao<Jages,cud1ofwhich iswat\"CdbyMc<ehan!andCmaranlor(•)I.K Reli:mq:on Terms  Section!.!, 1.7.I.Kmod 2.Sof this,\grccmcntruc<l$1Ccd   to  for  1!1e  b011cfitof  Mcrdoon\.  FUNPER   and  Proccooor,  and notwioslanding  the fact that l'roccssor is not  a pmly  o!'01is  Agreement. l'wccswrma)oclyuponthcirtenns andrai>cthemusadd'<»•conanyaction1.9Snl£ nf Rcrcipts. Merchant and FUNDER ng.reethatthe l'llrchusc Price under thisAgoccrncnl;,incxdnUgefor the l'nrdoacd Amo1oot nodthnlsuch Purchase Price isnot intendM to be,nnrsnaililbeconslmcd  :.saloonliom FUNDER toMerchanl. Merchantagrees oatthe!'llrchasc f'ncc ISinexchange fot1hcsaleoffuture Receipt< pursuM\IothisAgreementequalsthefairmarkc! YalueofsuchReceipts.  FUNDER haspurchased ru•dshall0\\11alltheReceipts described inthisAgreementuptothefullPurchased AmonnlastheReceiptsarc crcMcd.   Pa)'nlen\s made lo FUNDER   in respect !o 01cfull wnounl of the RC\:ciptsshall beconditioned upo"Merchaf!l'ssaleofpmducl.\andse"•iecsand the payment therefore by Merchont's customcos in 01cmanner pto\'idcd  in Seclion1.1_  Innoc\'cnlshnllthc   ggrcgatcofallmnountsbedeemeda<int«cst hereunder   '"'d   chrngc•d or  collf>Otcdhc•eund<..-cxccc>.l   the  lnghosl  rntc permissible atlnw.   In1l1e C\'Cn\that acuuotdelcnninesthat FUNDER has chorgcdor rccci\cd inter,;:.!hcreumic1inexec»oftlwhighest•pplicablc tole, therateineffecthercMclcrsl•ollautomoticollvbercdnced todomaximt•m r,o\e pcrmiucd byopphcablc !w w1d !'UNDER shall p10mp!lyocfundtoMorchan! any inlcrcsl lecei,·cd by FUNDER 1n excess of themaximum lawful ralc,11 bc1ng inlcndod  thai/T.fcrchonlnolpayoo contr<:llopay.and tho\FUNDERnot oc.:ciYeorcrnuracllorccc1\'e,dorceUyor lndrcctl·inWl)'mrunocrwlalsoc\'cr, onl<'IcSIinexecs>ofthaiwl1id•maybepaidbyMcochantunder lplicablclaw.I.10l'rrwer ofAl!IJrncyMc.-.:hanlirrc•·ocablyappoints FUNDER""itsllgCn\ and allorncy·il!-facl  with full authority  to toke any attion  or cxceu\e any insuumcnl   or docun1cn1 to Stille  all obligations due  to  FUNDER  frnm Proecsrorffiank,or"'thecosoofa\'iolalionbyMerchantofSection !.12 orthe occuorcnecofnnE\'cntofDcfatol!underSection4hcocof,fmmMcochant,under thisAgrccmcnl,including without limitation  (!)toobtainandadjustimuronce: (ii)tocolieelmonies d11cortobecome due underor inrespectof  ""Yofthe Collatcrul; (ioi) to rccci\'c,  cndoosc  und collwl any checks,  notes,  dtnfls, insltuments,docurncnUorchollclpaperinconnectioo,"withclaiiSC  (1)or clause (ii) above: (i\')  to sil(rtMerchant's  name on M)' imnice, bill of lading, or assinmcnt dirc"<:tingcustomers oracco1tnldebtors tomukepayoncnlirecllylo F(JNDER;    and (\·) lo file any cbims cr   t;d;e Wl)'action or m<liluteany ptocccdinwhichFUNDERn>a)'deemncccsoaryforthecollectionofatl}'ofthe unpo•dPurchosMAmount fromcCollateral,orotherwise toenforce"'rights wnhrcspec!topaymcl!lofthePurchasedAmount1.11Pl'<o\r(i<on<A1•ainSI lkf:H>Il. The following Pro\CC!<onsllluough7may beinl'okcd byFUNDER. inuued1alt:ly;md without noli«to  Mcrchon\ inthe eHnt (a)Merchantchw1gcsitsB.ll<ll\gcmcn\0with Proceswr/B.,nk   inWIY wny thatisad,·crsetoFONDER;(b) Mcochanlchange>thedcpuoitaccount through\\lmhtheRoceipiSwese!tlcd.,orI>CtiiHlSanyc\•enllooccurthatcould causedi\'ersioo of WI)' of Mercha t's lt:U!Saetoono10wwthconccooml:(c) Mc«hant mlcol'upt>the operation of this businc>S(other than ad\'erse weather, nutural dias\..-sornet<>fGO<!)transfers,move•. sdls,distlOSes,Iransfcosoroti1crwis oowcys ill busincsoor llSsetswitl•out(i) theexpress prior\\Tillcncon•cnt of FUNDER,atd(ii) thewrillcn ngrucmcnlofm•rpurchaser or trwlsfcrcc10the assumption ofallof Mcrcha<H'sobligations undc<thi• Agreement pursuml lo docmuentatio11satisfactcl)'toFUNDER;or(d)Merchanttakesall\'action,  faol• tot;d;canyaction, oron'crs ru>ymccn\1\'c-----c<:<lllOmie orod•crwi•c--{hcresult of which willbeto1nduceanycustomer or cuHmncrtopoyfor Merchant's scrvtccs with at!)'means other thoud1ccks tho\nrcscllled through Processor Theseprotections arcinllddtlwnloanyolhctremedies a\'UiloblcloFUNDERat law,"'equityorothcowiscput<u.,ttollusAgreementi'roteci!OIIL Thefulluncollcc!M Pu>chascAmount  plusoilfeesdueonderlh!S AJ;•  nen\  andtheattachedSecurityAgreement bccOn1edueandpayableinfull i1nmcdintclyI'IU\eovtion 2 FUNDERmurenforce thepro\'isionsofthePcooonnlGuruanteeof l'cofonnuncc againstOleGoariiJ\tor.l'ro\wtion 3,   Merchant shall, upon cxccuti\>nof tlns Agocen•ent,deh\'er  to FUNDER anexecuted  confc.<ion of judgnocnl in favor of I'UNDER in the amountofthePurl;!,ascAnwunl staledin"Agreement.     Upon  bocochuf""Y pro,ision in this  paragraph  1.11, FUNDER 1110)   enter  tho\ confcssio11of JUdgmentasajudgmcntwotlltheClcd;oftheCcun andexecutethereon l'mtecuon4_      F\JNOER  may enforce  its sccutil)' intcrcs!in tl1c CollotcralidcntifiM  inArllcleIllh01eof.l'10te<Uon5_  TheentirePurchase,\mollnl shallbccon1eunmMimclyrcfundo lc toFUNDERfrom MctchantPmtecuon  (,    FUNDER rna)-proceed 10  protect aud enforce its nghl< andremedies by lawsltil.   In any such lawsuiinwl<ichFUN[)ER sh"li oecm·cr judgment agam>lMcochant,/T.Jcochru1tshall beliablefoo allofHINDER's coots oflaw•uit, oncludingbutnot hnntcd tooilreaoonablc ntlomcys' feesandcourt coml'ootcclion 7.  Mctchant shu\1,upon cccutioll  of this Agrccmcnl, dcl\,·cr \oFUNDERunnccut•·da..ignmcnlnfleHocofMnrhant'sJtremiicoinfa\'orofFUNIJEK. Uponbocachofanypro\'!Sioll;,.timpnragruph1.11.r:uNDER onoy exerciseitsrightsunder,uch nss•gnmcnlofleaseProtection 8     FUNDER  maydeb1\Mcochant's dcposi\OIYaccountwhct'CI'CI situated bymeans  ofACHticbitorfacsimilesignature onacon,pulcr-gcncralcd checkdrownonMerchant's bonkaccountoroll<cowise1.12   Protrction <1f   lnfurmutionMcrd1i1J\land each  person St&ningthisAgoccmcnton beltnlfof Mcrehnn\ and/or as Owner, inrespect ofhimself or herself pcosonal!y.nuthm;,.,, FUNDER  todisclose infotmation conccmin& Merchant's  nndeach Owner's cre-ditotat!!ling(including credit bureau reports tho\  FUNDER  obtain•)   anti  busine" conduct  only  tu  al(c!l!s, aJf1lintcs.1nbsidi0l;es, ondcredit rcpuotingbureaus.  Mcrchnnl  and each Owner heocby woi\·es10lhcIIHLln>UnlCX\cnlpenniltcd bylawat\)'claimfordamogcoagoiml FUNDERoranvofitsal'foliatcsondtheFundcrsrelatingtoanr (!)uwestigalionundcual<enhyOronbehalfofFUNDERos pcrmiUMbythisAgreementor(i•)disclosureofinformationaspennitiedhrthi1Agreement1.13   Confidentiality. Mcrchonl understands  w1d  agoccothat the len"'and conditions  of lloc  products·.u.l sernccsoiTcrMhyFUNDER, indnd'mg ll•i•,\goecmcnt andanyotherFUNDERdooumcntmimos(collccti\cly."Confidential lnfonnation") arc  pmptictaoy  nnd  eonf1dcn\!al  mfonnntion   of  FUNDER Aeco><hnglyunlcsodi,cloourc"rcqnired bylaworcourl mder. Meochnnlshall no\disclose Coof>dentiollnfmmntionofFUNDERtoonyperon  othcrthna. anomer.nccounlat!l,fonnocinlolti\'irororemployee of  Meodantwhoneedslo know such inJOnnntion for \he pm)>OSC llf odvising Mcf(hrnll (''Ad,·isor"), p1o•·idWsuchAd,isnrucssuchinfonnolion solelyforthel""l"''eofadvising Mcn;hont nndlirsl ogoccsin\\1itinJ(tobebo11ndbytloc tcnns ('!'this  Section1.13.1:14 Puhlidtv.Merchant andcnchOwn01·onlyauthori""s FUNDERtouoeill, Insorhernameon ahsllngofchonts nd Illad\'crtismg andmwkclmgmalt:tials witlothenexpress\\TiUcnconsent1.15  lliBIA's_ Merchant heteby aeknowiMgcsar1d llgtcesthatFUNDER ma;be min"doi11gbusill«< os"or "dlbla" nwnes   in Collncc!ionwith variousmailersrelating tothetrll!l!ncllonbetween FUNDER wod Meochwll,iucludin&thefilingofULC·Ifonnncingstatcmcnb nndothcrnotoccsorfiling>II,   REPRESENTATIONS,WARRANTiESANDCOVENANTSMcrchw!l"'prcscnll.waomnts adcm·cnM!>01s1usofthisdaleandduring the!comoflhi•1\grccment2.1 FinnndnlCpndilimt  1111d  filttntciijllnfununtinn.Its b;u1km1d Jinuncial>tatcmnls.copies  of which ha,·e been fumished  10 FUNDER, and fututc statement•  whichwillbefumished hC!'caftcrat cdosrctionofFUNDEK,fuioly rcprcsenldocfinancialconditionofMerchanta\sucl1dales,andsincethosedales thrr hns been no mal<'l;ul&tlt_,chnngcs,finar1ial or otherwise,  insuch condition,  opcmtion or omtcn:hipof Merchant.  Mcrchat!t h<ll   a eontinui11g, alimn ti\'e obligation 10d\'iSc FUNDERofanyrnalcrialcloangcinitsfinw•cialcolldt on,opemloonorowno<>hipFUNDERmayrequeststoten>en\Sat ony time during   the performance of this Agreement and the Merchant shall pro,·idc!hem10FUNDERwithin5businessdays_Mcrci1ant'sfuiluretodosoi1 nmalc<inlbrcndtofthisAgreement22Gowrmcnt:ol Am>rovllkMcrchrnHis mcomphancc  and sl1allcomply withnlll""swod hru;\'ulidpermits, noti<On'l,1\<ons""d liensco toown, opcmlc and lease ill properties and lo  conduct the  business '"wlnh  ilts pocscnlly cnllged2.3 Authuri"Uiun. Merchant. and litoperson(s) 1igning   ;,Agreement on behalf of lo.krhant, have full l'""';u1d authority to incm w1d pclform thenbligtionsnmlctthisAg1ecmcnt,allof\\hichha\'Cbcm dul)- uthori""d2.4Merchant"illmamlam busincs·intcn-uption i11snrrutccnat11ing FUNDERslos payeeandadditicno\ in><orc..:J inomountsruuli!J(Oinsl  risks"' oresatisfac\<11)'toF\JNDERandshallprm·idcfUNDEnJll'<>Ofofsuchinsurat!cc uponrequest25 lmcnnonallrollllttcd2.(, Chngrnf Name m·l.nration.Mcrcloan!\1111  not cunduc!Mcrdom•(sbusinesses  under  ""Y nome other   1an  as dtsdosed to tl1e  Processor   ndFUNDERorc!oMge ru1)'ofi!splacesofbusiness21Daih·Bajelt OutMerchantwillbalchoulreceiptswith  theProcessorona datlybasis2gE.tuuptlU•flifitntcMcochantwill  at""Yhn>c,nndfrolll limelotime.upon a\  Ieos!one (J) day's priornotice  from FUNDER toMcrchanl, execute, acknowledgeanddehcrtoFUN[)ERand/ortoanyotherperson,per5onlim1or corpormion ipccifu;d b)'F\JNDER.asto!cmcntcco1ifyingthat 1isAgr!."<:mcnlis unmodified antiinfullforcem1de!\Cct(or,if1erc hu1·cbeenmodifications, \hal thesameisinfullforce nndcOCci.,modifiedandstatingthemodirtcaticns)and stoting thedales \\hich 1hcPmchascclAtllOltnlot:ulyponion thereoflm.< been rcpa.d29NoRankruntc)'«rlnsul.-enn·.Aofthedateoftim Agreement, Moochrn11represents thatit;,no\msoii'CIII;lnddocono\cuntcmploto>ndhas1!0\ fikd any pch!n>nforhW>kntplcyprotection underTitle II oftheUnitedStolesCode and there has bocn no U!\'O!Unlat)' petition brought or pending "!!0!1\S\ Mcrchon\ Mcrchatolfnuhcr wwfll!ll<thatitdocsItO!nnlic1patc filingw>ysuch bankmplcy petition ;mdit docs liOIWlltc!palc\hal an tn\'olunta1;-·pchholl will be  filM ogain>l1\     Inthee\'cntthattheMcrchonlfilesfor banktup!(;)'p<otcctionor is pbccd undcrn i•wolurotruyroli11gPoo\cclions2nnd3nrcimmedialcl)·invoke<!2.10Atlditlu11nl 'iunndn1•-Mcn-hHnl>lmllnulenterinto any arntngconcnl, agt"Ccmcnt u•·'ommilmcnt for au)'  ndditionnl finm1cilog,11ltcther in the form ufa  JIUr<·bns.·of "'rcil'ahksor alom1totltchusincu1\ith any pa11· otherthan FUNilERwithoutlhcirwriltcnpcrmiuion.2.II  Ptwncumhc•ydR£cdnu./T.lcochant has good,  complete ...,d  marketabletitle I<>    all Receipts, foecand deor  of at\)' at\!l all habilitico, lien•, c!oims, ehanJ(es, resttictions,cortditions, options,  1;glm,   mortJ(uges,security interest•, cquit!C>,pledges a11d encumbrancesof any  ind or nature whatsoc\"Cr01any other rights or mlcrcsts O•at may be inconsiotcnt with the tr.,.,sactions contemplated with,Ot adYC!SC totheintctC<ISofFUNDER.212flu>im·"l'urnnsc.Merchanti•"\'alidbusmessingoodstruodingunderthe lawsof01eJUriSdictions in"hidtitisorgan,,.,dand/or operates.andMerchm1t isenlcr'mgintoth'os Areemcn\ forbn•mcss  purpose• andnotasuconsumer for personal, famtl)'orhnuscholdpurposcs2.13  llrfun!l \Jndrj' Oth1•r C"n\l'rj b.Mclcl!ant's   c'cculion  of  a!ld/Ot pcrformMcetinderU1isAgreement\\ill not.;auseoo coca\c""e\enl ofdcfaullby Mc:rchnnl 11ndco""Yconlfa<t\\'iOo at\Nhc!pc1wn  01entity.Ill.EVENTSOFl>EfAtJLTANil REMElliES3.1 Ewnuof ll•·fnult. The OCCIIIH:<tcc of rnoy of the following c\'Cn\5•hall constitute on"E,·emofDefault"hereunder:(o)Mcochantshall \'i.:.latcanytc<m orCO\'Ct)(UllinthisAg<eement:(h) An)'•·cprc•S<•n\alillnotwaiYnnt)'byMc!charl\ inthi•llgrecmentsl<lllprontoha\'Cbeenincmreel, falseormisleading i11  any malco;alrc.<pcctwhenmode,(c)Mcrchanlshalladmit  inwriting itsinability to payilldchls, orshallonakcageneral s•ig11mentfor thebenefitofcreditors;or anr proeecdmg shullbei"'titutcdhyorogrun•lMerchantseeking toadjudic"te  it o bankrupt ot insokent,orseeking rcorgwlilJ!Uon,nrrru>J(CinCil\,od)us\mcnl,orcompositiun  uf it Qt   itsdcb\S;  (d) the omdin!( of notice of tcnuinal\On b) Guor:lll\or:(c) Mcrchw11•hall transport, mo\'e, inteiiUJlt,suspend, diosokc ot tcnni11otcitsbusines•:(f)Merchantshalltransferor«IIallorsubs\llllliollyoilof ItsllSScts;(h)Mcrchontshallmakeor>e<ld notice ofanyintended bulksoloor transfer  hy Merchrn>l:(i) Mcrcha<llshall usc mulllplc  dcpmitory accounts without tltc p!ior wrillcnconsf!ll of I'UNDER; li)Merchonl shllchange ill depo•itmg account withouttheprior""illellconsell\ofFUNDER,(k)Merchant shallperfoomanyaclthut reducesthe\'alucofanyCollotcoalgrantedu11dcrthis Agocement,or(I)Mcrchlllllshalldclault under nny ofthe\cmlS,co\·cnantsW\d conditions ofanyothera<:recmcntwithFUNDER.3.2     Incas:myE\'enl<1f Defaultoccur•nndisno\waivedpursuant toSection 44I hcrcuf,FUNDERon itsn1mnndonbehalfof01e fuo1dcrsmay ptocced to pootcc\andenforce its ngl1l.\ot ocmedicsbysui1inequityor b acti•>n atlaw, 01both, whethct for thespecific performanceofon)·CO\'CI\Ml. agrccmctll oruther Jl!lwisionCOillat!lcd hcrci11,m toenfo1cetltcUiochorgcof Mc-o;hw•t'sobli alionshereunder (i11dudingthe l'ersllnal Guaran!ec) or "'')' othct logo!or equitable rightor rcmcd)·.  Allrighli,   poll'ci'Sa<td rcmc>.lics  of FUNDER inconnection with ·is Agrcconcnlmar becxerei•M o\On)'honeby FUNDER aflcr theoccutrCI!CCofa1 E\·cnlof Default, ..-ccumulati,·catldno! cxdu,<;l\'C,and shall be in  addolionlo  any other riglots,11owcrsor reme<l!os pro\idMbylaworeqni\y.33£!!ill.Morch;mtshallpaytoFUNDEKallrcnsotablccosts associate<!with(a)  n brcnch by  Mcrc!trnl\ of   the  CO\'Cm!!!IS  in this  Agrcen>cnt  at1d theenforcement thereof,wod(b)tloccnforcemCillofFUNDER'sremediesSCIfonh inSection42aboYc.includingbutnotlim!lcd10courlcoolsw1doll<!mcy•' fees3.4 Remtil'fd No@calh1nsfcon:hllnt il•·e4uircd tul!ii'CFUNDEII\Hillennotkc\\ilhin24lwur>of1111)'lllinl!und•·rTitle11of(he(J!Iil<tlStul<'SCode. Mcn:huntiJ!'C4uircd tgi\·cFUNDER snmdKys'\lTittcu   notice11riorto theclusinl!llfun)'5ulcofullur•oh•tKn\iullyalloftltcMcn:hant'sunci.\ oo· stock.IV.MISCELLANEOUS4_\ Mndificatinn•·Agrcrmenu.No onodificalion,  rnncndmcnt, w:.il'cr or consent of onyp1o\'i1ionof1l1isAg1ccmcntshall been·ccti\'c unlessthesame shollbein writingand ignM byFUNDER4.2 Assh•nmrnl.Mcrchan!acknowledge• ru1d  Ul\dC<Slw1dS   thai FUNDER is actingonillownbehalf:llldostheadministrator andleadin,·cstorforogm•pof independent  paoticip3nts a list of which can be pro\·1ded to Mcrchw•taficr fundinanduponwriucnnn\lCCtoFUNDER     FUNDER lUll}'asstn.lrru•sfcror sellits•ighlslorccci\'cthePurehasrd  Amountordelegateitsdutieshereunder, cl\hcrmwholeorinpaot4.3 Notire•-  Allnotices, requests,eon>ont,demands atdo1l1crconln>un•ctions hereunder shall bedelivered byccrt ied mn1l,return receipt requested, to  the1cspccti\'Cpwties tothisAgreementa\theoddrcnes 101forth  inthi.< Ag1ccmcnt andshallbc<>mecll'cclil'conlyupon<cccipt44Wnhv Rcnn·dip.Nofailureon thepar\ofFUNDEil.toexercise, undno delay in  exerci1ing,any right under this Agreement shallopcrote osa waiHr thereof,norshallM)'sin£lcorpartialexerciseofru•ytightunderlitisAgecmcm preclude my otherorfurtherexercise thtocofor Utec,e,ciscofWI)'othert!ghl The remedies  provided hereunder arc cumulati\'C and no\ cxclusi•·c of any remedies pro.-idcdbylaworequity4.5IJininv Effect· Goycrnin<•L•w  Vt•nm·and Jurl<dic!ion.ThisAgreement shall bebinding nponandinurelo01ebonefitofMerchant, Ft..'NDER(and it's Panicipw1ts)ruod theirrespcctil'c successors nndaosigus.Ft..'NDER'sParlicipanls shall bethiodprulybcncfteiaries ofnilsuch agreements    except tl!alMe«hiUit shall 1101 ha-·cthe ugh\ to  mgn tl.\ tights hcocunder or any inlercsl hcocon without el"ior \\1ittcnconsa>\ofFUNDEKwhich consent maybewithheldin FUNDER's   sole  discrlion.   FUN[)ER  tcscovcs  the  tights  to  assign  this Agre<1ncn1 withor without prior written notice to Merchnnt.This Agreement shall begQI·concd honticom uM inaccordi!JICC withthelawso!'theStateof NewYork,without;cpr<lst<•""'l appli<ablcprincipals ofconfliciSoflaw ,\n) suit, ctinn or  proceedingarisinJ(hcn:w1dcr,orthemtcrprclation, pcrformMccor bread• hereof,shall, ifFUNDERso clccl.\,beimlituted in:mycourtsilting  in New York, (lhe"Acceptable Fmuml)   Morchrntlagrees that theAcceptable Fomms arccoowcnicnttoiandsubmits tolhejurisd•elion of theAceeptllblc FooumsandwaiHsanyandallobJcoUonslo)urisd!ctionof\·cnuc. Should •uch proeecdmg beinitiated'"onyother fmum, McrdoanlwaiHsanyltghtlooppose anymotionorapplication madebyF\INDER totransfer such proceeding10an,\cccpt"blcFonnu4.G SHI'il'a]uf  i{t•nrcso·npti•1n  Cll', /Ill  representations, wat1'artlics and CO\'CnWJISheremshnll,urvi,·c lhecxccutoonanddchc1yofthisAgreementand shallcontinue infullforceuntilallobligations under  thisAgoccmen\shallha1·c beensatisfiedinfullandthisAgreementslollha\'e\cmlinatcd4.7S•·•w>thi!i!J' Incaseanyofthepm\'isions inthisAgreementisfonntobe in1·ahd, illeJJalot  unenforceable  n1  any  tc<pe\:t,    c\'alidil)',  legality l!l<d enforceability of MY other provision cmunincd herein shallnotinany waybe affected  orimpaired4_&  Entin-   APJ\'!'nwnt.Any p1m·ision hereof  ptohibited  by law  •hall  betneffeclii'C only  to the extent of such  prohibition  without  in\'alidaling  01e rcmaminsprovisions hereof.This Agreement atldSccu1·ityArccmcntl10rc\o embody!heentireagrcenlcnl  bc\1\'CenMcochw11.,,u FUNDERondsupersede all ptimagreements andnndcrstandinsrcbting toll<csubjcc!mallcr horcof4.9Jllln'TnlALWAIVER.THEPARTIESHERETOWAIVE TRIALBY JURYIN ANYCOURTINANYSUIT,ACTIONOR PROCEEDING ON ANYMA'ITERARISINGINCONNECTION WITIIOR INANYWAY RELATEDTO Til£TRANSACTIONSOF WlllClll'lliSAGREEMENT IS  A  i'Alrf  OR  THE ENFORCEMENTHEREOF. TilE  PARTIES HERETOACKNOWLEIJGE THATEACil MAKESTillS WAIVER KNOWINGLY, WILLINGLYAND \'OLlJNTARILYANil  WITI\OliT DURESS,ANIJONLY AfTER EXTENSIVECONSIDERATIONOFTil£ RAMIFICATIONSOFTliiSWAIVER WITH THEIRATTOI{NEYS.4.1{1CLASS AQ'IONWAIVER.THE PARTIESHERETOWAIVE ANYRIGHTTO ASSERT ANYCLAIMSAGAINSTTilEOTIIEHPAIH\'AS A    REPRESENTATIVE   OR     MEMBER    IN    ANY    CLASS     OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH   WAIV :ll  !S PROliiiJITEI) IIVLAW AGAINSTl'UBUCPOLICY.TOTHEEXTENT EITIIEl{PAlHl'IS PERMITI'Ellll\'LAW OR COURTOf  LAWTO PltOCEEDWiTHA ('LASSORREPRESENTATTVEACTIONAGAINST TilE 01'11£1{, THE PARTIES  HEREBYAGREETIIAT:    (1)    TIH: PREVAILING I'ARTY  SHALL NOT  IJE  ENTITI.Eil TO  RECOVER ATTORNEYS'FEF.SOHCOSTSASSOCIATE!)WITH PURStiiNGTHE CLASS OR ltEPRES:NTATIVEACTION(NOTWITUSTANDlNGANY OTiiER PROVISIONIN THIS AGREEMENT);ANI>(2) TilE PARTY WHOINITIATESOR I'ARTICII'AT£SASA MEMUEROf TilE  CLASS WILLNOT SUlll\-IIT  A CLAIM  OR   OTHERWISE I'ARTICII'ATE IN ANV    UECO\'ElW    s•:CURED   T!IROUGll   THE     CLASS     OR REPRESENT.HJV•:AC1'10N..J  II FnimilcA<rrnwnr.  Facim<lcsignaluoessltt>llhedccmc.iaocqllahlcf1•rllpmposcslnilial1:_Samsonl'artners-SECURITYAGREEMENTANDGUARANTYMerchant'sLegalName:SpcedEmissions Inc.ISpeedEmissionsCarCare.LLCISpecdEmissionsAcquisition Company.LLCD!B/A Speedemissions iACHl (LFl 2Physical Address: I015TyroneRoadSuite220Federa\ID#33-0961488City:TyroneState: GAZip:30290SECUH.ITV AGH.EEMENTSecurity Tntct·cst  Tosecure Merchant's  payment and performance obligations to FUNDER, as the lead purchaser for itself and its alfiliates or the Funders, a list of which may be provided to the Merchant upon written notice after the funding of the purchase closes under the Merchant Agreement {the "FactoringAgreement"), Merchant hereby grants to FUNDERa security interest in (a) al! accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined in Article 9of the Uniform Commercial Code (the "UCC"),  now or herealier owned or acquired by Merchant; and (b) all proceeds, as that term is defined in Article 9of the UCC (a and b collectively, the "Collateral").Cross  Collatcml. To secure Guarantor's  payment and performance obligations to FUNDER (and its the Funders)  under this Security Agreement and Guaranty (the"Agreement"), Guarantor hereby grants FUNDER, for itself and its participants, a security interest in SpeedEmissions Inc.ISpccdEmissionsCarCare LLCISpeed Emissions Acquisition Company  LLC {d/b/a Speedemissions CACI-ll CLFU   (the "AdditionalCollateral").  Guarantor understands that FUNDER will have a security interet in the aforesaid Additional Collateral upon execution of this Agreement.Merchant and Guarantor each  acknowledge and agree  that any security  interest granted  to FUNDER under any other agreement  between Mcrchunt or Guarantor  andFONDER (the ''CrossCollateral")  will secure the obligations hereunder and under the Merchant AgreementMerchant  and Guarantor each agrees to execute any documents or take uny action in connection with this Agreement as FONDER deems necessary to perfect or maintuin FUNDER's  first priority security interest in the Collateral, the Additional Collateralund the Cross-Collateral,  including the execution ofuny account control agreements. Merchant and Gumantor each hereby authorizes  FUNDER to file any financing statements deemed  necessary by FUNDER to perfect or maintain FUNDER's  security interest, which financing statement  may contain notificution that Merchant and Guarantor have granted a negative pledge to FUNDER with respect to the Collateral, the Additional Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering with FUNDER's  rights.  Merchant und Guarantor shall be liable for and FONDER may charge and collect all costs and expenses, including but not limited to attorney's  fees, which may be incurred by FUNDER in protecting, preserving and enforcing FUNDER's security interest and rights.Nl'gativePledge,   Merchant and Guarantor each agrees  not to create, incur, assume, or permit to exist, directly or indirectly, uny lien on or with respect to any of theCollateral, the Additional Collateral or the Cross-Collateral, as applicable.Consent toEnter Pl"emisesand AssignLease    FUNDER shall  have the right to cure Merchant's  dciUult in the payment of rent on the fo!lowing terms.  In the event Merchunt is served with papers in an action against Merchant for nonpayment of rent or for summary eviction, FUNDER may execute its rights and remedies under the Assignment of Leusc.   Merchant also agrees that FUNDER  may enter into an agreement  with Merchant's  landlord  giving FONDER the right: (a} to enter Merchant's premises and to tuke possession of the fixtures and equipment therein for the purpose of protecting and  preserving same; and (b) to assign Merchant's  leuse to another quulified Merchant capable of operating a business comparable to Mcrchunt's at such premisesReml.'dics_ Upon any Event of Default, FUNDER may pursue any remedy available at law (including those available under the provisions of the UCC), or in equity to collect, enforce, or satisfY any obligations then owing, whether by acceleration or otherwise.GUARANTYPersonalGuarantyofPerformance. The undersigned Guarantor(s} hereby guarantees to FUNDER,  and its affiliates or the Funders, Merchant's  performance of all of the representations, warranties, covenants  made by Merchant  in this Agreement and the Merchant  Agreement, as  each agreement  may be renewed, amended,  extended or otherwise modified (the "Guaranteed Obligations"}.  Guarantor's  obligations arc due (i)at the time of any breach by Merchant of any representation, warranty, or covenant made by Merchant in this Agreement and the Merchant Agreement, and (ii} ut the time Merchant admits its inability to pay its debts, or makes a general assignment for the benet1t of creditors, or any proceeding shall  be instituted  by or against  Merchant seeking to adjudicate  it  bankrupt or insolvent, or seeking reorgani7..ation, arrangement, adjustment, or composition of it or its debtsGuarantol'"'aivct·s.  ln the event that Merchant tails to muke a  payment or perform any obligation when due under the Merchant Agreement, FUNDER may enforce its rights under this  Agreement  without  first seeking  to obtain  payment tfom Merchant, any  other guarantor,  or any  Co!luteral, Additional Col!uteral or Cross Collateral FUNDER may hold pursuant to this Agreement or any other guaranty.FUNDER does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i)Merchant's  failure to pay timely any amount owed under the Merchant Agreement; (ii} any adverse change in Merchant's Jlnancial condition or business; (iii) any sale or other disposition  of any  collateral  securing  the Guaranteed  Obligations or any other  guarantee of  the Guaranteed  Obligutions; (iv} FUNDER's  acceptance  of this Agreement,  und (v) any renewal, extension or other modification of the Merchant Agreement or Merchant's  other obligations to FUNDER.  In addition, FUNDER may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement : (i)renew, extend or otherwise modify the Merchant Agreement or  Merchant's other obligations to FUNDER; (ii} release Merchant from its obligations to FUNDER; (iii) sell, release, impair, waive or otherwise IUil  to realize upon any collateral  securing  the  Guaranteed  Obligations  or any  other  guarantee  of the  Guaranteed  Obligations;  and  (iv)  foreclose  on uny col!uteral securing  the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations  in a manner that impairs or precludes the right of Gul\Tantor to obtain reimbursement for payment unde1 this Agreement. Until the Merchant Amount plus any accrued  but unpuid interest and Merchant's  other obligations to FUNDER under the Merchant Agreement and this Agreement arc paid in full, Guarantor shall not seek reimbursement  from Merchant or any other guarantor for any amounts paid by it under thts Agreement.   Guarantor pennuncntly waives and shall not seck to exercise any of the following rights that it may have against Merchant, any other guarantor, or any collateral provided by Merchant or  any  other  guarantor,  for  any  amounts  paid by it,  or  acts  performed  by  it,  under  this  Agreement:  (i)  subrogation  ;  (ii)  reimbursement;  (iii)  performance;  (iv) indemnification; or (v) contribution.  In the event that FUNDER must return any amount paid by Merchant or any other guurantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor's  obligations under this Agreement shall include that amountGuarantor·Acknowledgement. Guarantor acknowledges that:  (i}He/She  understands the seriousness of the provisions  of this Agt·eement; (ii)He/She has had a full oppo!"tunity to consult  with  munscl  of his/he!' choice;  and  (iii) He/She  has consulted  with counsel  of its choice ot· has decided  not to a\' ail himsclf/het"sclf of that oppor·tunity.INITIAL:---02-02-15ColonialFundingNetworkasServicingAgent.Joint and Several  Liability.   The obligations hereunder of the persons or entities constituting Guarantor under this Agreement are joint and several.THE TERMS, DEFINITIONS, CONDITIONS AND INFOHMATION SET FOUTII IN THE "MERCHANT AGREEMENT", INCLUDING THE "TERMS AND CONDITIONS", AUE HEUEB"\' INCORPORATED IN AND MADE A PART OF TillS SECURITY AGUEEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE MERCHANT AGH.EEMENT, INCLUDING THE TERMS AND CONDITIONS.MEHCHANTS ANI> OWNEHS/GUARANTORS ACKNOWLEDGE THAT THIS WIUTING HEI'RESENTS nmENTIHE AGREEMENT  BETWEEN THE PARTIES HERETO.   IT IS UNI>EHSTOOD THAT ANY REI'RESENTATIONS OH. ALLEGED PHOMISES BY INDEPENDENT BH.OKERS OH AGENTS OF ANY PARTY IF NOT INCLUDED  IN TillS WRITTEN  AGREEMENT  ARE  CONSIDERED  NULL  AND VOID.    ANY MODII<ICATION OR  OTHER  ALTEHATION TO  THE AGREEMENT MUST BE IN WRITING AND EXECUTED BY THE PAH.TIES TO TillS  CONTHACT.MERCHANT#IByH.ichardParlontieri(Print Name and Title) (Signature)ignHcreSS# 285-40-9642DriversLicenseNumber:018466983 GAMERCHANT #2By(Print Name and Title) (Signature)ignllereSS#DriversLicense Number:OWNER/GUARANTOR#IBy Hichar·dParlontiel"i(Print Name) (Signature)ignllereSS#  285-40-9642DriversLicenseNumber:018466983-GAOWNEIVGUARANTOH.#2By------:::-c-:-o-;--;------­(Print Name) (Signature)ignHereSS#DriversLicenseNumber:AUTHORIZED SERVICING AGENT- Colonial  Funding Network, Inc.Colonial Funding  Network, Inc. (Colonial)  is the Autllol·ized Sen•icing  Agent of Samson  Partners for this contral"t  providing  administrative, bookkeeping, reporting and support services  for Samson  J'artm•rs and the Merchant. Colonial  is not affiliated o1· owned bythe Samson  Partners and is acting  as independent agent for services including but not limited  to background checks, credit  checks, general  underwriting review, filing UCC-1 security interests, cash management, account  reporting and  t·emit capture. Colonial may at its sole disct·etion participate in this financing by providing  a small  portion  of the funds for this transaction directly  to Samson  Partners. Colonial is not a ct·edit card  processor, or in the business of processing  credit  cards.   Merchant hereby  acknowledges  that inno event will Colonial  be liable for any claims made against  the Samson  Partners or the Processor undet· any legal theory  for lost profits, lost revenues, lost business opportunity, exemplal'}\  punitive, special, incidental, indirect or consequential damages, each of which is waived by the Merchant and Owner/Guarantor.By----c=====;c;------Sign:------=----,----------"_:<;'SignHere(Print Name and Title)(Signature)-:;::;:.,colonialfur1dingnct-workOriginationFee-tocoverunderwritingandrelated expensesAmount FundedOriginationFccUnder$7,500.00$199.00$7,500.00-$25,000.00$295.00$25,001.00-$50,000.00$395.00$50,001.00-$100,000.00$595.00$100,001.00-$250,000.00$795.00Over$250,000.00$995.00*There maybeanadditionalfcccharged tocoverthecostofconducting asiteinspection.a)  ACHProgramFee-$395.00ACH's arelaborintensiveandarenotanautomated process requiringustochargethisfeetocovercostsb)  NSFFee(Standard)-$50.00eaUptoFOURTIMESONLYbeforeadefaultisdeclaredc)  RejectedACH­DailyACHProgramAmountFundedWhenthemerchant directsthebanktoRejectourDebitACHRejectFeei.  Upto$7,500.00ii.  $7,501.00-$50,000.00iii.  $50,001.00-$100,000.00$ 25.00$35.00$ 50.00iv.  $100,001.00-$250,000.00$ 75.00 v.  Over$250,000.00$100.00WeeklyACHProgramAmountFundedRejectFeevi.  Upto$7,500.00vii.  $7,501.00-$50,000.00$75.00$99.00viii.  $50,001.00-$100,000.00   $175.00 ix.  $100,001.00-$250,000.00 $275.00 x.  Over$250,000.00$395.00d)  BankChange Fee-$75.00 requiringustoadjust oursystemWhenMerchantrequiresachangeofaccounttobeDebitede)  BlockedAccount-$2,500.00 placesthemindefault(percoutract)WhenMerchantBLOCKS accountfromourDebitACHwhichf)DefaultFee­ Collectionsg)   UCCTerminationFee-   $150.00$5,000.00WhenMerchantchangesbankaccountcutting usofffromom·When MerchantrequestaUCCterminationMiscellaneousService Fees. MerchantshallpaytoColonialcertainfeesMerchantfundingisdoneelectronicallytotheirdesignated bankaccountandchargedateeof$35.00 foraFedWireor$15.00foranACH  Thefeeforunderwritingandoriginationispaidfi·om thefundedamountinaccordancewiththeschedulebelow. IfMerchantisutilizingaBridgeIControlAccount,thereisanupfi·onttee of$395.00tOr thebankfeesandadministrativecostsofmaintainingsuchaccountforeachcashadvanceagreementwithMerchant. FundtransfersfromBridgeIControlAccountstoMerchant'soperatingbankaccountwillbecharged$10.95per month viaACH.This feewillcontinueifthebridgeaccountremainsopenaftertheRTRispaid. Merchantwillbecharged$50.00foreachchangeofits operatingbankaccountonceactivewithColonial. AnyadministrativeadjustmentsassociatedwithchangestotheSpecifiedPercentage willincurafeeof$75.00 peroccurrence.(Allfeesaresubjecttochange)L--------------------------- ··------jMerchantInitials:_STRATEGIC[Missing Graphic Reference]1501BroadwaySuite1515New York,NY10036Phone:212-354-1400Fax:212-354-1544ContractBalanceBuyOutFormOctober12,2015ToWhomItMayConcern:Aspart ofthenew Strategic FundingSource,Inc.AgreementContract#729022 datedandsigned onOctober12,2015, SpeedEmissions,Inc. ISpeedEmissionsCar Care,LLCISpeedEmissionsAcquisitionCompany,LLCDBA:Speedemissionslocatedat1015Tyrone RoadSuite220TyroneGA 30290agrees tobuyouttheremainingbalanceduein theamountofS18,030.00 ontheStrategic FundingSource,Inc. AgreementContract#473162datedand signed onApri/16,2015.Thankyou,XRichard ParlontieriOwnerACHAuthorizationFormBusinessAuthorizedtoDebit/CreditAmount:MerchantCashAdvanceOne347-442-79994459AmboyRoadSuite3StatenIslandNY10312AccountHolderInformation:RichardPar!ontieriSpeedemissionsAccountHolderNameAccountHolderD.B.A.NameAccountHolderPhone1015TyroneRoadSuite220TyroneGA30290AccountHolderAddressCityStateZipAccountHolders'BankInformation:AccountHolder'sBankNameBranchCityStateZipBankRoutingNumbersBankAccountNumberTransactionInformation:UNDERWRITER FEEGoodsPurchases/Services Rendered$999.00October12,2015AmountofTransactionAuthorization:EffectiveDateInexchangeforproducts and/or serviceslistedabovetheundersignedherebyauthorizesMerchantCashAdvanceOneToelectronicallydraft viathe automatedclearinghousesystemthe amounts indicated above fromtheaccountidentified above.Thisauthoritywillcontinue untilwithdrawninwritingbythe undersigned accountholder.  Theundersigned herebycertifies thattheyaredulyauthorized to executethisformonbehalfoftheabovelistedaccountholder. IacknowledgethatIamsubject toa$35.00rejectfeeifitemis returnedforinsufficientfunds.RichardParlontieriSignatureofAccountHolder                                   Name/TitleofAccountHolder                                             Date

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Speedemissions, Inc.

1015 Tyrone Road, Suite 710

Tyrone, Georgia 30290

We hereby consent to the use of our report dated March 30, 2016 on our audit relating to the consolidated balance sheets of Speedemissions, Inc. and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, shareholders’ deficit and cash flows for the years then ended, which is included in the Form 10-K.

Atlanta, Georgia

March 30, 2016

EX-31.1

Exhibit 31.1

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

I, Richard A. Parlontieri, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: March 30, 2016

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

EX-31.2

Exhibit 31.2

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

I, Richard A. Parlontieri, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: March 30, 2016

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

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Speedemissions, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Richard A. Parlontieri, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: March 30, 2016

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

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

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Speedemissions, Inc., (the “Company”) on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Richard A. Parlontieri, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: March 30, 2016

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

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

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Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 25, 2016	Jun. 30, 2015
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Entity Registrant Name	SPEEDEMISSIONS INC
Entity Central Index Key	0001158419
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		109,914,225
Entity Public Float			$ 140,609

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Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash		$ 21,729
Note receivable - current portion	$ 56,200	41,679
Certificate and merchandise inventory	9,476	11,183
Other current assets	34,295	83,845
Total current assets	$ 99,971	158,436
Note receivable, net of current portion		52,974
Property and equipment, net	$ 92,933	156,451
Goodwill	390,985	390,985
Other assets	34,990	69,600
Total assets	618,879	$ 828,446
Current liabilities:
Line of credit	26,592
Notes payable	227,442	$ 190,956
Accounts payable	744,827	696,192
Accrued liabilities	501,332	270,835
Current portion - capitalized lease obligations	$ 27,326	25,845
Current portion - equipment financing obligations		10,292
Current portion - deferred rent	$ 2,362	6,068
Total current liabilities	1,529,881	1,200,188
Capitalized lease obligations, net of current portion	10,688	35,396
Deferred rent	$ 34,091	45,890
Other long term liabilities		14,709
Total liabilities	$ 1,574,660	$ 1,296,183
Commitments and contingencies
Series A convertible redeemable preferred stock, $.001 par value, 5,000,000 shares authorized, 5,133 shares issued and outstanding; liquidation preference: $5,133,000	$ 4,579,346	$ 4,579,346
Shareholders' deficit:
Common stock, $.001 par value, 250,000,000 shares authorized, 111,988,914 issued with 109,914,225 shares outstanding at December 31, 2015 and 111,038,914 issued with 108,964,225 outstanding at December 31, 2014	111,919	110,969
Additional paid-in capital	16,259,851	16,259,851
Treasury stock at cost, (2,074,689 shares)	(100,000)	(100,000)
Accumulated deficit	(21,806,897)	(21,317,903)
Total shareholders' deficit	(5,535,127)	(5,047,083)
Total liabilities and shareholders' deficit	$ 618,879	$ 828,446

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	111,988,914	111,038,914
Common stock, shares outstanding	109,914,225	108,964,225
Treasury stock, shares	2,074,689	2,074,689
Series A Convertible Redeemable Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	5,133	5,133
Preferred stock, shares outstanding	5,133	5,133
Convertible preferred stock, liquidation preference	$ 5,133,000	$ 5,133,000

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Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements of Operations [Abstract]
Revenue	$ 3,266,022	$ 5,578,693
Costs of revenue:
Cost of emissions certificates	596,030	1,041,149
Store operating expenses	2,168,777	4,034,821
General and administrative expenses	783,211	1,024,874
Loss (gain) from disposal of non-strategic assets	$ 286	(789,166)
Goodwill impairment expense		723,073
Operating loss	$ (282,282)	(456,058)
Interest income (expense)
Interest income	3,020	4,115
Interest expense	(209,732)	(321,237)
Interest, net	(206,712)	(317,122)
Net loss	$ (488,994)	$ (773,180)
Basic and diluted net loss per common share	$ 0.00	$ (0.01)
Weighted average common shares outstanding, basic and diluted	109,091,759	85,845,293

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Consolidated Statements of Shareholders' Deficit - USD ($)	Total	Common Stock Outstanding [Member]	Additional Paid In Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2013	$ (4,447,701)	$ 39,246	$ 16,057,776		$ (20,544,723)
Balance, shares at Dec. 31, 2013		39,315,855
Issuance of common stock for services	59,950	$ 12,625	47,325
Issuance of common stock for services, shares		12,625,000
Issuance of common stock for debt	213,848	$ 59,098	$ 154,750
Issuance of common stock for debt, shares		59,098,059
Purchase common stock for treasury	(100,000)			$ (100,000)
Purchase common stock for treasury, shares		(2,074,689)
Net loss	(773,180)				$ (773,180)
Balance at Dec. 31, 2014	(5,047,083)	$ 110,969	$ 16,259,851	$ (100,000)	$ (21,317,903)
Balance, shares at Dec. 31, 2014		108,964,225
Issuance of common stock for services	950	$ 950
Issuance of common stock for services, shares		950,000
Net loss	(488,994)				$ (488,994)
Balance at Dec. 31, 2015	$ (5,535,127)	$ 111,919	$ 16,259,851	$ (100,000)	$ (21,806,897)
Balance, shares at Dec. 31, 2015		109,914,225

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Operating activities:
Net loss	$ (488,994)	$ (773,180)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	$ 73,311	256,534
Goodwill impairment expense		723,073
Loss (gain) from disposal of non-strategic assets	$ 286	(789,166)
Stock issued for services	$ 950	43,750
Share based compensation including director stock awards		16,200
Changes in operating assets and liabilities:
Certificate and merchandise inventory	$ 1,707	17,416
Other current assets	49,550	57,031
Other assets	31,590	38,782
Accounts payable and accrued liabilities	279,132	(415,849)
Other liabilities	(30,214)	(52,840)
Net cash used in operating activities	(82,682)	(878,249)
Cash flows from investing activities:
Purchases of property and equipment	(16,075)	(6,179)
Proceeds from note receivable	43,967	69,821
Proceeds from asset sales	3,500	1,508,388
Net cash provided by investing activities	$ 31,392	1,572,030
Cash flows from financing activities:
Stock issued for debt		213,848
Repurchase common stock		(100,000)
Proceeds from line of credit	$ 57,000	949,226
Payments on line of credit	(30,408)	(1,888,471)
Proceeds from notes payable	503,047	297,077
Payments on notes payable	(466,560)	(166,122)
Payments on equipment financing obligations	(10,292)	(13,655)
Payments on capitalized leases	(23,226)	(29,809)
Net cash provided by (used in) financing activities	29,561	(737,906)
Net decrease in cash	(21,729)	(44,125)
Cash at beginning of year	$ 21,729	65,854
Cash at end of year		21,729
Supplemental Information:
Cash paid during the period for interest	$ 209,732	$ 221,278
Non-cash transaction:
Proceeds from capital leases	13,950
Notes receivable from the disposal of assets	$ 2,496	$ 72,750

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Going Concern

12 Months Ended

Dec. 31, 2015

Going Concern [Abstract]

Going Concern

Note 1. Going Concern

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

Speedemissions, Inc. (“Speedemissions” or the “Company”) has experienced recurring net losses which have caused an accumulated deficit of $21,806,897 at December31, 2015. We had a working capital deficit of $1,429,910 at December31, 2015 compared to a working capital deficit of $1,041,752at December31, 2014.

Our revenues for the fiscal years ended December 31, 2015 and 2014, as well as revenues for 2016 to date, were below our expectations and internal forecasts primarily as a result of fewer vehicle emissions tests and safety inspections being performed at our stores.

Our revenues for the year ended December31, 2015 and to date during 2016have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. Our near term liquidity and ability to continue as a going concern is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to vendors and service providers. No assurances may be given that the Company will be able to achieve sufficient levels of revenues in the near term to provide adequate levels of cash flow from operations. Should an increase in revenues not materialize, we will seek to further reduce operating costs to bring them in line with reduced revenue levels. If the Company is unable to achieve near term profitability and generate sufficient cash flow from operations, and if the Company is unable to sufficiently reduce operating costs, we would need to raise additional capital or obtain additional borrowings. We currently have very limited access to capital, including the public and private placement of equity securities and additional debt financing. No assurances can be given that additional capital or borrowings would be available to allow us to continue as a going concern. As a result of the Company's history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

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

On April 16, 2015, the Company entered into a revolving loan agreement with Celtic Bank (“CB”), pursuant to which the Company initially borrowed $17,000 from CB.Under the terms of the revolving loan agreement, the Company agreed to repay the initial loan, plus interest, for a total amount of $18,955 by October 15, 2015.The Company made the requiredsix monthly payments,as required, by the October 15, 2015 due date.  As the Company repays the initial loan, it can and has borrowed new funds which created new six-month payment cycles on the previously outstanding principal plus the new funds borrowed.  At their sole discretion, CB can increase the maximum availability under the revolving loan agreement above the $17,000 amount established upon the execution of the revolving loan agreement.  Effective October 28, 2015, CB increased our borrowing limit to $27,300.  Our credit limit with TCA was $1,300,000.  At March 25, 2016, the outstanding balance on our revolving loan facility with CB was approximately $20,000 and our cash balances were approximately $19,000.

During the prior several years, we made reductions in employee headcount, the number of stores, same store operating expenses, corporate overhead and other operating expenses. At December31, 2015, our primary source of liquidity for cash flows was cash received from our store operations. We are dependent on our revenues in the very near term to provide sufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past due amounts owed to landlords, vendors and service providers. No assurances may be given that the cash received from our store operations will be sufficient to cover our ongoing operating expenses. If the cash received from our store operations is not sufficient, we would need to obtain additional credit facilities or raise additional capital to continue as a going concern and to execute our business plan. There is no assurance that such financing or capital would be available or, if available, that we would be able to complete financing or a capital raise on satisfactory terms.

Our revenues during the year ended December 2015 and 2014, as well as to date in 2016, have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. During the year ended December31, 2015 and 2014, as well as to date in 2016, due to insufficient cash flow from operations and borrowing limitations under our line of credit facility, we have been extending landlords and vendors beyond normal payment terms. Until such vendors are paid within normal payment terms, no assurances can be given that required services and materials needed to support operations will continue to be provided. In addition, no assurances can be given that vendors will not pursue legal means to collect past due balances owed. Any interruption of services or materials would likely have an adverse impact on our operations and could impact our ability to continue as a going concern.

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

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

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

Since April 1, 2015 and continuing to the date of this report, we have been unable to make all required payments to the federal government for payroll taxes withheld from employee paychecks and the associated matching employer payroll taxes. We also are in arrears during the same period to the state of Georgia for income taxes withheld from employee paychecks and sales taxes. As of December 31, 2015, we owed approximately $250,000 and $29,000 to the federal and Georgia state governments, respectively. As of March 25, 2016, we owed approximately $295,000 and $27,000 to the federal and Georgia state governments, respectively. We proposed a payment plan to the federal government and made $10,000 payments on September 30, 2015, October 29, 2015 and January 12, 2016, but we have not reached an agreed payment schedule as of the date of this report. We reached a payment agreement with the state of Georgia for the quarter ended June 30, 2015, which required four monthly payments of approximately $5,000 each. All payments were made in accordance with the payment agreement. We were required to pay the state of Georgia for withholding taxes for the quarter ended September 30, 2015, in the approximate amount of $14,500, by October 31, 2015.  As of the date of this report, we have been unable to make this payment to the state of Georgia and are subject to late payment penalties, in addition to interest until the delinquent taxes are paid. We were able to timely make payment to the state of Georgia for the quarter ended December 31, 2015.

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Nature of Operations

12 Months Ended

Dec. 31, 2015

Nature of Operations [Abstract]

Nature of Operations

Note 2: Nature of Operations

Description of Business

The Company performs vehicle emissions testing and safety inspections in certain cities in which vehicle emissions testing is mandated by the Environmental Protection Agency (“EPA”). The federal government and a number of state and local governments in the United States mandate vehicle emissions testing as a method of improving air quality. As of December31, 2015, the Company operated 22 vehicle emissions testing and safety inspection stations under the trade names of Speedemissionsand Auto Emissions Express(Atlanta, Georgia and St. Louis, Missouri); and Just Emissions (Salt Lake City, Utah). The Company also operates three mobile testing units in the Atlanta, Georgia area. The Company manages its operations based on these four regions and has one reportable segment.

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

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 3: Significant Accounting Policies

Basis of Presentation

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

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

Consolidation

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

Use of Estimates

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

Revenue Recognition

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

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

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

Inventories

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

Property and Equipment

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

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

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

Impairment of Long-Lived Assets

Property and Equipment

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

Goodwill

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

Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. In evaluating the goodwill on our balance sheet for impairment at December 31, 2015, we first assessed qualitative factors to determine whether it is more likely than not that the fair value of our acquired assets is less than the carrying amount of the acquired assets, as allowed under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. We then utilized a discounted cash flow analysis to determine a reporting unit's fair value. The methodology used in estimating discounted cash flows is inherently complex and involves significant management assumptions, including expected revenue growth and increases in expenses, to determine an appropriate discount rate and cash flows. Using discount rates for each reporting unit that were determined based on available market data and estimating cash flows for each reporting unit, our goodwill was not impaired during 2015 or as of December 31, 2015. Estimated cash flows extend into the future and, by their nature, are difficult to determine over an extended timeframe. Factors that have and may significantly affect the estimates, and ultimately their carrying amount in our financials, include, among others, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures and technology, government regulation and changes in discount rates or market sector conditions. Significant changes in these assumptions could affect the Company's need to record additional impairment charges.

Income Taxes

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

General and Administrative

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

Fair Value of Financial Instruments

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

Net Loss per Common Share

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

Share-Based Compensation

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

Recently Issued Accounting Pronouncements

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

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

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

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, FASB Accounting Standards Codification Topic 842, Leases. In summary, Topic 842 requires organizations that lease assets, referred to as “lessees”, to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The amendments in ASU 2016-02 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Therefore, the amendments in ASU 2016-02 will become effective for the Company at the beginning of its 2019 fiscal year. The Company is currently assessing the impact of implementing the new guidance on its financial statements.

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

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Notes Receivable

12 Months Ended

Dec. 31, 2015

Notes Receivable [Abstract]

Notes Receivable

Note 4: Notes Receivable

On September14, 2010, the Company settled a lawsuit originally filed in 2006 against a former manager. The Company alleged the manager, while employed by the Company, breached his fiduciary duty by purchasing property in Texas where one of the Company's testing facilities he managed was located.

Under the provisions of the settlement agreement, the Company will receive the sum of $125,000 payable in monthly installments of $1,000 per month for 72 months. The balance of $53,000 will be due and payable to the Company on June1, 2016. The note receivable is collateralized by a second lien on property owned by the former manager. The note receivable and gain from the settlement was computed and recorded at its present value of $106,881 using an interest rate equal to prime rate plus 0.5%, which was 3.75%, which approximates rates offered in the market for notes receivable with similar terms and conditions. The Company recognized a gain from the legal settlement in the amount of $106,881 during 2010.

During 2014, we sold the assets comprising six of our Houston, Texas stores for a combined amount of $220,000, consisting of $152,500 in cash andnotes receivable for $67,500.  The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest. The note was paid in full during the year ended December 31, 2015.

During 2015, we sold equipment for $2,000 in cash plusa note receivable of $2,496.  The principal amount of the note is payable in equal monthly payments over a 12-month period with no interest. The note was paid in full in January 2016.

The balance of notesreceivable was $56,200 and $94,653at December31, 2015 and 2014, respectively.

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Property and Equipment

12 Months Ended

Dec. 31, 2015

Property and Equipment [Abstract]

Property and Equipment

Note 5: Property and Equipment

Property and equipment at December31, 2015 and 2014 were as follows:

	2015		2014
Buildings	$	30,754	$	30,754
Emissions testing equipment		947,493		957,035
Furniture, fixtures and office equipment		56,326		56,326
Vehicles		19,356		26,827
Leasehold improvements		158,757		158,757
		1,212,686		1,229,699
Less accumulated amortization and depreciation		1,119,753		1,073,248
	$	92,933	$	156,451

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Goodwill

12 Months Ended

Dec. 31, 2015

Goodwill [Abstract]

Goodwill

Note 6: Goodwill

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

At December31, 2015 and 2014, we compared the fair value of the individual reporting units for which the goodwill relates to their respective carrying amounts, including goodwill. In the opinion of management, goodwill was impaired as of December31, 2014but not as of December 31, 2015.  The 2014 impairment related to the goodwill recorded from the acquisition of the six stores from Just, Inc. in September 2005, the acquisition of the five stores from AEE in November 2012 and the acquisition of the seven stores from AEE in December 2013.

The following schedule presents the valuation of goodwill as of December 31, 2015:

December 31, 2013	$	1,808,731
Just, Inc. goodwill impairment (six stores)		(365.378	)
Just, Inc sale of five of six stores		(694,673	)
Auto Emissions Express goodwill impairment (five stores)		(61,091	)
Auto Emissions Express goodwill impairment (seven stores)		(296,604	)
December 31, 2014 and 2015	$	390,985

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Accrued Liabilities

12 Months Ended

Dec. 31, 2015

Accrued Liabilities [Abstract]

Accrued Liabilities

Note 7: Accrued Liabilities

Accrued liabilities at December31, 2015 and 2014 were as follows:

	2015		2014
Professional fees	$	61,758	$	86,640
Accrued payroll		298,698		42,459
Accrued property taxes		39,838		79,585
Other		101,038		62,151
	$	501,332	$	270,835

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Equipment Financing Agreements

12 Months Ended

Dec. 31, 2015

Equipment Financing Agreements [Abstract]

Equipment Financing Agreements

Note 8: Equipment Financing Agreements

On July 30, 2013, the Company entered into a 24-month equipment financing agreement with a financing company in the amount of $25,589. The financing agreement is secured by the equipment. The financing agreement bears interest at 30.5%per annum. This agreement was paid off during 2015.

Equipment financing agreements at December31 consisted of the following:

	2015		2014
Equipment financing agreements	$	-	$	10,292
Less current portion		-		10,292
Long-term portion	$	-	$	-

There are no future minimum debt payments required under non-cancelable equipment financing agreements at December 31, 2015:

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Notes Payable

12 Months Ended

Dec. 31, 2015

Notes Payable [Abstract]

Notes Payable

Note 9: Notes Payable

Bridge Note Agreement

On November11, 2010, the Company entered into a $55,000 bridge note agreement (the “Note”) with an affiliate, GCA Strategic Investment Fund, Limited (“GCA”). The funds received from the Note were used for general working capital purposes. The Note bore 0% interest and was due in full on November11, 2012. The Note is subject to mandatory prepayment upon a change of control, as defined in the Note. In consideration for the receipt of the Note, the Company issued GCA 4,000,000 warrants to purchase the Company's common stock at $0.50 per share.  On April15, 2011, the Board of Directors of the Company and GCA agreed to amend GCA's 4,000,000 warrants whereby the exercise price of the warrants would be reduced to $0.016 from $0.50. The closing price of the Company's common stock was $0.013 on April14, 2011.  The warrants were exercised on April18, 2011 at the reduced exercise price of $0.016 per share. The Note was extended on November 6, 2012, establishing a new maturity date of November 6, 2013, and a maturity value of $60,000.  The Note was extended again on November 6, 2013, establishing a new maturity date of November 6, 2014. In consideration for the 2014 date extension, the Company issued 800,000 shares of its common stock to GCA on August 14, 2014 and expensed the agreed value of the shares, or $20,000, during the quarter ended September 30, 2014. The Note had a balance due of $60,000 on December31, 2015 and on December31, 2014.

Promissory Note Agreements

On May 29, 2014, the Company entered into a promissory note agreement with Thomas Chorba, pursuant to which Thomas Chorba loaned the Company $50,000 for working capital purposes. Under the terms of the promissory note, the Company agreed to repay the loan, plus interest, for a total amount of $56,000 by December 31, 2015. Under the terms of the note, the Company will make 18 monthly payments of $3,111 each which yields an effective annual interest rate of 7.9%.The Company repaid the remaining balance on December 1, 2015 and, as a result, there was no outstanding balance as of December31, 2015.

On November 5, 2014, the Company entered into a promissory note agreement with Dianna Parlontieri, wife of the Company's President, Chief Executive Officer and Chief Financial Officer, pursuant to which Mrs. Parlontieri loaned the Company $20,000 for working capital purposes. Under the terms of the promissory note, the Company agreed to repay the loan, plus interest, for a total amount of $20,400 by December 15, 2014.Because the Company did not repay the loan in full by December 15, 2014, the Company is required to repay $1,700 on the 15th of each month, starting December 15, 2014, until the loan is re-paid in full.  If any of the monthly payments are not paid on the respective due date then the monthly payment amount is subject to a default interest rate of 10% per annum.  The Company is currently in default of the terms of this promissory note as it did not make the required repayment on December 15, 2014 and has not made any of the required monthly payments as of the date of this report.The Note had a balance due of $20,000 on December31, 2015 and 2014.

Daily Payment Note Agreements

On May 30, 2014, the Company entered into a repayment agreement with TVT, pursuant to which the Company agreed to repay TVT $75,000 from a loan made by TVT to the Company, plus a fixed fee which the Company recorded as interest expense, for a total amount of $112,425 by October 27, 2014. Under the terms of the agreement, TVT was authorized to make daily bank debits of $1,099 on each available banking day during the term of the agreement which represented a fee rate of 49.9%.  On September 16, 2014, the Company re-negotiated its agreement with TVT to obtain additional funding totaling $67,077.  Under the terms of the amended agreement, the Company agreed to repay the remaining balance from the June 3, 2014 funding, plus the current funding, for a total of $100,000, plus a fixed fee which the Company recorded as interest expense, representing a total amount of $149,000 by April 30, 2015.Under the terms of the amended agreement, TVT was authorized to make daily bank debits of $1,199 on each available banking day during the term of the agreement. The Company repaid the remaining balance on May 1, 2015 and, as a result, there was no outstanding balance as of December31, 2015.

On October 24, 2014, the Company entered into a merchant sales agreement with EN, pursuant to which the Company agreed to repay EN $50,000 from a loan made by EN to the Company, plus a fixed fee which the Company recorded as interest expense, for a total amount of $72,000 by March 2, 2015.Under the terms of the agreement, EN was authorized to make daily bank debits of $1,000 on each available banking day during the term of the agreement which represented a fee rate of 44.0%. The Company repaid the remaining balance on March 2, 2015 and, as a result, there was no outstanding balance as of December31, 2015. 

On November 18, 2014, the Company entered into a revenue-based factoring agreement with Samson Partners, LLC (“SP”), pursuant to which the Company agreed to repay SP $35,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $43,750 by February 9, 2015.Under the terms of the agreement, SP was authorized to make daily bank debits of $875 on each available banking day during the term of the agreement which represented a fee rate of 25.0%. The Company repaid the remaining balance on January 22, 2015 and, as a result, there was no outstanding balance of December31, 2015.

On January 19, 2015, the Company entered into anotherrevenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $60,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $75,000 by May 1, 2015. Under the terms of the agreement, SPwas authorized to make daily bank debits of $1,169 on each available banking day during the term of the agreement which represented a fee rate of 25.0%.  The Company repaid the remaining balance on June 16, 2015 and, as a result, there was no outstanding balance as of December31, 2015.

On March 6, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $60,000 from a loan made by SP to the Company, plus a fixed fee which the Company recorded as interest expense, for a total repayment amount of $76,800 by June 16, 2015. Under the terms of the agreement, SP was authorized to make daily bank debits of $1,169 on each available banking day during the term of the agreement which represented a fee rate of 28.0%.  The Company repaid the remaining balance on June 16, 2015 and, as a result, there was no outstanding balance as ofDecember31, 2015.

On April 16, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $75,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $104,175 by October 19, 2015. Under the terms of the agreement, SP is authorized to make daily bank debits of $827 on each available banking day during the term of the agreement which represents a fee rate of 38.9%.  On August 21, 2015, the Company renegotiated its payment terms with SP reducing the daily payment from $827 to $500 and extending the due date from October 19, 2015 to November 27, 2015.  The Company repaid the remaining balance on October 12, 2015 and, as a result, there was no outstanding balance of December31, 2015.

On June 8, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $250,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $337,500by April 14, 2016.A portion of the proceeds were used to pay off the March 6, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $1,600 on each available banking day during the term of the agreement which represents a fee rate of 34.8%.  The agreement had a balance due of $90,160 on December 31, 2015.

On October 12, 2015, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $75,000 from a loan made by SP to the Company, plus a fixed fee which the Company will record as interest expense, for a total repayment amount of $101,250by August 22, 2016.A portion of the proceeds were used to pay off the April 16, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $469 on each available banking day during the term of the agreement which represents a fee rate of 35.0%.  The agreement had a balance due of $57,282 on December 31, 2015.

Revolving Credit Facility

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

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

On April 16, 2015, the Company entered into a revolving loan agreement with CB, pursuant to which the Company initially borrowed $17,000 from CB.Under the terms of the revolving loan agreement, the Company agreed to repay the initial loan, plus interest, for a total amount of $18,955 by October 15, 2015.The Company made the requiredsix monthly payments,as required, by the October 15, 2015 due date.  As the Company repays the initial loan, it can and has borrowed new funds which created new six-month payment cycles on the previously outstanding principal plus the new funds borrowed.  At their sole discretion, CB can increase the maximum availability under the revolving loan agreement above the $17,000 amount established upon the execution of the revolving loan agreement.  Effective October 28, 2015, CB increased our borrowing limit to $27,300.  The revolving loan agreement had a balance due of $26,592 onDecember 31, 2015.

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Taxes [Abstract]

Income Taxes

Note 10: Income Taxes

The Company follows the provisions of FASB accounting guidance on accounting for uncertain income tax positions. Accordingly, assets and liabilities are recognized for a tax position, based solely on its technical merits that is believed to be more likely than not to be fully sustainable upon examination. As of December31, 2015 and 2014, there were no uncertain tax positions. Accrued interest relating to uncertain tax positions would be recorded as a component of interest expense and penalties related to uncertain tax positions would be recorded as a component of general and administrative expenses.

The tax years after 2011 remain open to examination by the taxing jurisdictions to which we are subject. Additionally, upon inclusion of the net operating loss carry forward tax benefits in future tax returns, the related tax benefit for the period in which the benefit arose may be subject to examination.

As of December31, 2015, the Company had net operating loss carry forwards of approximately $16,140,000that may be used to offset future taxable income. If not utilized, the net operating loss carry forwards will expire at various dates through 2035.

Differences between the income taxes incurred for 2015 and 2014 and the amount determined by applying the statutory federal income tax rate (34%)to the loss before income taxes were as follows:

	2015			2014
Statutory rate		(34.0	)%		(34.0	)%
State income taxes, net of federal deduction		(4.0	)		(4.0	)
Valuation allowance		38.0			38.0
		—	%		—	%

Deferred income taxes result from the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and for net operating loss carry forwards. A valuation allowance is provided against deferred tax assets for which it is more likely than not that the assets will not be realized. Significant components of the Company's deferred tax assets as of December31, 2015 and 2014 are as follows:

	2015			2014
Deferred tax assets:
Net operating losses	$	5,975,000		$	5,817,000
Goodwill		761,000			714,000
Other		206,000			239,000
		6,942,000			6,770,000
Valuation allowance		(6,942,000	)		(6,770,000	)
Net deferred tax asset	$	—		$	—

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Net Loss per Common Share

12 Months Ended

Dec. 31, 2015

Net Loss per Common Share [Abstract]

Net Loss per Common Share

Note 11: Net Loss per Common Share

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

The following table sets forth the computation for basic and diluted net loss per common share for the year ended December31, 2015 and 2014, respectively:

	2015			2014
Net loss (A)	$	(488,994	)	$	(773,180	)
Weighted average common shares - basic (B)		109,091,759			85,845,293
Effect of dilutive securities:
Dilutive effect of stock options (1)		—			—
Dilutive effect of stock warrants (1)		—			—
Dilutive effect of unrestricted Preferred Series A Shares (2)		—			—
Weighted average common shares - diluted (C)		109,091,759			85,845,293
Net loss per share - basic (A/B)	$	(0.00	)	$	(0.01	)
Net loss per share - diluted (A/C)	$	(0.00	)	$	(0.01	)

(1) As a result of the Company's net loss for the year ended December31, 2015 and 2014, aggregate Common Stock Equivalents of 431,000 in each year issuable under stock option plans that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares (diluted) for the year ended December31, 2015 and 2014. These Common Stock Equivalents could be dilutive in future periods.

(2) As a result of the Company's net loss in the year ended December31, 2015 and 2014, aggregate Common Stock Equivalents of 4,277,498 issuable under Series A convertible, redeemable preferred stock that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares diluted for the year ended December31, 2015 and 2014. These Common Stock Equivalents could be dilutive in future periods.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 12: Commitments and Contingencies

Operating Leases

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

Certain leases contain scheduled base rent increases over the terms of the leases. The total amount of base rent payments is charged to expense on a straight-line basis over the lease terms. At December31, 2015 and 2014, the excess of rent expense over cash payments was $36,453 and $51,958, respectively. Such amounts are included in the accompanying consolidated balance sheets as deferred rent.

Future minimum rental payments required under the non-cancelable operating leases were as follows at December31, 2015:

Year Ending December31
2016	$	269,529
2017		170,053
2018		107,284
2019		74,150
2020		72,412
2021 and later		192,437
	$	885,865

Total rent expense under all operating leases totaled $787,312in 2015 compared to $1,376,385in 2014. Total rent income from sub-lease agreements on operating leases totaled $248,952 in 2015 compared to $323,142 in 2014. There is no future rent income from sub-lease agreements on operating leases as stores associated with operating leases were closed during 2015.

Capital Leases

The Company's capital lease commitments relate to emissions testing and other related equipment. The Company records a capital lease asset and obligation equal to the present value of the lease payments.  The Company held $143,850 in equipment under capital lease with accumulated depreciation of $84,933 at December 31, 2015.

Future minimum rental payments required under the non-cancelable capital leases were as follows at December31, 2015:

Year Ending December31
2016	$	32,107
2017		4,640
2018		4,640
2019		3,866
		45,253
Less amounts representing interest		7,239
Present value of net minimum lease payments		38,014
Less current portion		27,326
Long-term capitalized lease obligations	$	10,688

Litigation

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

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Preferred and Common Stock Transactions

12 Months Ended

Dec. 31, 2015

Preferred and Common Stock Transactions [Abstract]

Preferred and Common Stock Transactions

Note 13: Preferred and Common Stock Transactions

Preferred Stock

The Company had 5,133 shares of Series A Convertible Preferred Stock (“Preferred A Stock”) outstanding at December31, 2015 and 2014. Each share of Preferred A Stock is convertible into 833.33 shares of the Company's common stock, or 4,277,498 shares of common stock in aggregate. GCA Strategic Investment Fund, Limited (“GCA”) held 3,724 shares of Preferred A Stock convertible into 3,103,333 shares of common stock as of December31, 2015 and 2014. Global Capital Funding Group, LP held 1,409 shares of Preferred A Stock convertible into 1,174,166 shares of common stock as of December31, 2015 and 2014. As of October14, 2005, pursuant to an article of amendment, the Preferred A Stock ceased to accrue dividends. The Preferred A Stock had a liquidation preference equal to the purchase price of the remaining units of Preferred A Stock, or $5,133,000 at December31, 2015 and 2014.

The Preferred A Stock contains certain contingent redemption features which could trigger its redemption. Since the contingent redemption features are outside the control of the Company, the fair value assigned to the Preferred A Stock has been classified outside of Shareholders' Deficit in the Company's consolidated balance sheets. The contingent redemption will occur only due to events such as a change of control, which is defined as a person or group of persons other than GCA that acquires a beneficial ownership of 33 1/3% or more of the outstanding shares of the Company's common stock without the prior written consent of GCA, a transfer of substantially all of the assets of the Company, a merger, or certain other events. Should one of the contingent redemption instances occur, the Company would be required to redeem the Preferred A Stock at the greater of (i)the original issue price of $1,000 per share or (ii)the number of shares of common stock into which the redeemed shares may be converted multiplied by the market price of the common stock at the time of the change in control. Based on the 5,133 shares of Preferred A Stock currently outstanding, if this redemption were triggered, the Company would be required to pay the holders of these shares $5,133,000. The carrying value of the Preferred A Stock at December31, 2015 and 2014 was $4,579,346. An accretion from the original value assigned to the Preferred A Stock of $4,579,346 has not been made since the contingent redemption features have no mandatory time for redemption and the probability of one of the contingent redemption features occurring cannot be determined.

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

Common Stock

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

During the seven-month period ending July 31, 2014, IBC assumed financial responsibility for an additional $133,984 of the Company's trade accounts payable under the Settlement Agreement, bringing the total amount remaining from 2013 plus the additional amount assumed in 2014 to $199,628.  During the period seven-month period ending July 31, 2014, the company issued 56,398,059 shares of its common stock to pay in full for the $199,628 of trade accounts payable assumed plus an additional 2,700,000 common shares valued at $14,220 for IBC consulting fees. The Company recognized $0 and $14,220 in expense related to the consulting services performed during the years ended December 31, 2015 and 2014, respectively.

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

On August14, 2014, the Company issued 8,000,000 shares of its common stock to GCAfor interest charges related to GCA's note payable to the Company. For financial reporting purposes, the Company valued the shares based on the agreed amount of the interest charges or $20,000, which the Company recognized as an expense during the year ended December 31, 2014.

On August14, 2014, the Company issued 2,000,000 shares of its common stock to a consultantfor financial consulting services rendered.  For financial reporting purposes, the Company valued the shares based the agreed value of the consulting services or $5,000, which the Company recognized as an expense during the year ended December 31, 2014.

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

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

On November 12, 2015, the Company issued the following amounts of common stock:600,000 shares to its directors, 250,000 shares to an affiliated company, and 100,000 shares to a contract employee for services previously rendered.  For financial reporting purposes, the Company valued the shares based the market value of the shares on the November 12, 2015 issue date or $0.001 per share. The Company recognized $950 in expense related to these 950,000 shares during the quarter ended December 31, 2015.

The Company is authorized to issue 250,000,000 shares of $0.001 par value common stock, of which 111,988,914 and 111,038,914 were issued with 109,914,225 and 108,964,225 shares outstanding as of December31, 2015 and 2014, respectively. The total number of shares reserved for options and warrant conversions was 431,000 on December31, 2015 and 2014.

Stock Incentive Plans

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

Under the Company's 2001 Stock Option Plan  (“2001 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options to purchase up to 100,000 shares of the Company's common stock. There were no options outstanding under the 2001 Plan as of December31, 2015. The Company does not anticipate granting any additional options under the 2001 Plan in the future.

Under the Company's 2005 Omnibus Stock Grant and Option Plan (“2005 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options for  up to 303,498 shares of the Company's authorized common stock. Options granted under the 2005 Plan generally vested annually in three equal installments. There were 5,000 options outstanding under the 2005 Plan as of December31, 2015. The Company does not anticipate granting any additional options under the 2005 Plan in the future.

Under the Company's 2006 Stock Grant and Option Plan (“2006 Plan”), the Compensation Committee is authorized to grant eligible employees and non-employee directors options for up to 2,000,000 shares of the Company's common stock. Options granted under the 2006 Plan vest annually in three equal installments. There were 54,000 options outstanding under the 2006 Plan as of December31, 2015. The Company does not anticipate granting any additional options under the 2006 Plan in the future.

During the Company's annual meeting on May19, 2008, the shareholders approved and adopted the “2008 Plan”. The Compensation Committee may issue options for up to 5,000,000 shares of our common stock under the 2008 Plan. There were no options outstanding under the 2008 Plan as of December31, 2015.

On June14, 2010, the Compensation Committee of the Company approved common stock awards of 100,000 common shares from the Company's 2008 Plan to each of the Company's five directors. The common stock awards vested immediately. The Company did not grant common stock option awards in 2014. The Company recognized $10,500 in share-based compensation expense from the 500,000 common shares awarded to the Company's directors in 2010. The common shares awarded vested immediately and the stock price was $0.021 on the date of the grant.

These plans do not allow for the exercise of options after ten years from the date of grant. There were 1,025,000 stock options available to be granted under these plans at December31, 2015 and 2014. As of December31, 2015 and 2014, options to purchase a total of 59,000 had been granted and were outstanding under these four plans. Options to purchase 59,000 common shares were exercisable as of December31, 2015 and 2014, respectively.

The Company did not record any share-based compensation expense during the year ended December 31, 2015. The Company recorded $59,950 in share-based compensation expense during the year ended December31, 2014. These expenses are included in the Company's general and administrative and interest expenses in its Statements of Operations.

The Company did not grant stock options in 2015 or 2014. For stock option grants issued prior to 2014, the fair value for stock options was estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions. Expected volatility was based on the Company's historical stock price volatility. The Company based the risk-free interest rate on U.S. Treasury note rates. The expected term is based on the vesting period and an expected exercise term and forfeitures.The Company does not anticipate paying cash dividends in the foreseeable future and therefore used an expected dividend yield of 0%. The following table sets forth the options granted under Speedemissions stock option plans as of December31, 2015 and 2014:

	2015				2014
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Options outstanding at January 1,		59,000	$	0.61		59,000	$	0.61
Granted		—	$	—		—	$	—
Exercised/exchanged		—	$	—		—	$	—
Expired		—	$	—		—	$	—
Options outstanding at December 31,		59,000	$	0.61		59,000	$	0.61

The following table summarizes information about stock options outstanding at December31, 2015:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Options Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$0.00 - $0.99		54,000		0.87 years	$	0.57		54,000	$	0.57
$1.00 - $1.99		5,000		0.00 years	$	1.00		5,000	$	1.00
$0.00 - $0.99		59,000		0.87 years	$	0.61		59,000	$	0.61

As of December31, 2015, there was no unrecognized stock-based compensation expense related to non-vested stock options. The following table represents our non-vested stock options and activity for the years ended December31, 2015 and 2014:

	Number of Options		Weighted Average Grant Date Fair Value
Non-vested options — December 31, 2013		—	$	—
Granted		—
Vested		—		—
Non-vested options — December 31, 2014		—		—
Granted		—		—
Vested		—		—
Non-vested options — December 31, 2015		—	$	—

The was no aggregate intrinsic value of options outstanding and exercisable at December31, 2015 and 2014, based on the Company's closing stock price of $0.001 and $0.002, respectively. The was no aggregate intrinsic value of options vesting during 2015 and 2014. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of the options.

Warrants

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

There were no warrants granted during the years ended December31, 2015 and 2014.

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

The following table represents our warrant activity for the years ended December31, 2015 and 2014:

	Number of Warrants
Outstanding Warrants — December 31, 2013	372,000
Granted	-
Exercised	-
Outstanding Warrants — December 31, 2014	372,000
Granted	-
Exercised	-
Outstanding Warrants — December 31, 2015	372,000

All warrants issued were fully vested within the calendar year in which they were granted.  As of December31, 2015, there were 372,000 warrants to purchase common stock outstanding.

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Risks and Uncertainties

12 Months Ended

Dec. 31, 2015

Risks and Uncertainties [Abstract]

Risks and Uncertainties

Note 14: Risks and Uncertainties

Regulatory Impact

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

Arrangement with Shareholders

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

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

Potential Control Relationship by Existing Shareholders

We have a large amount of outstanding common stock held by a single shareholder and a large amount of common stock that could be acquired by the same shareholder upon conversion of preferred stock, which if sold could have a negative impact on our stock price. The Company had 111,988,914 shares of common stock issued and 109,914,225 shares outstanding as of December31, 2015. As of December31, 2015, our largest shareholder, GCA, and its affiliates, owned 17,421,861 shares of our common stock. GCA and its affiliates currently have the effective power to control the vote on substantially all significant matters without the approval of other shareholders. Upon the conversion of their Preferred A Stock, GCA could own up to 21,699,359 shares of our common stock.

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Significant Fourth Quarter Adjustments

12 Months Ended

Dec. 31, 2015

Significant Fourth Quarter Adjustments [Abstract]

Significant Fourth Quarter Adjustments

Note 15: Significant Fourth Quarter Adjustments

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

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

During the fourth quarter of 2015, there were no significant adjustments.

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Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2015

Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

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

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

Consolidation

Consolidation

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

Use of Estimates

Use of Estimates

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

Revenue Recognition

Revenue Recognition

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

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

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

Inventories

Inventories

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

Property and Equipment

Property and Equipment

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

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

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

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Property and Equipment

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

Goodwill

Goodwill

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

Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. In evaluating the goodwill on our balance sheet for impairment at December 31, 2015, we first assessed qualitative factors to determine whether it is more likely than not that the fair value of our acquired assets is less than the carrying amount of the acquired assets, as allowed under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. We then utilized a discounted cash flow analysis to determine a reporting unit's fair value. The methodology used in estimating discounted cash flows is inherently complex and involves significant management assumptions, including expected revenue growth and increases in expenses, to determine an appropriate discount rate and cash flows. Using discount rates for each reporting unit that were determined based on available market data and estimating cash flows for each reporting unit, our goodwill was not impaired during 2015 or as of December 31, 2015. Estimated cash flows extend into the future and, by their nature, are difficult to determine over an extended timeframe. Factors that have and may significantly affect the estimates, and ultimately their carrying amount in our financials, include, among others, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures and technology, government regulation and changes in discount rates or market sector conditions. Significant changes in these assumptions could affect the Company's need to record additional impairment charges.

Income Taxes

Income Taxes

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

General and Administrative

General and Administrative

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

Net Loss per Common Share

Net Loss per Common Share

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

Share-Based Compensation

Share-Based Compensation

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

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

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

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

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

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, FASB Accounting Standards Codification Topic 842, Leases. In summary, Topic 842 requires organizations that lease assets, referred to as “lessees”, to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The amendments in ASU 2016-02 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Therefore, the amendments in ASU 2016-02 will become effective for the Company at the beginning of its 2019 fiscal year. The Company is currently assessing the impact of implementing the new guidance on its financial statements.

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

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2015

Property and Equipment [Abstract]

Schedule of Property and Equipment

	2015		2014
Buildings	$	30,754	$	30,754
Emissions testing equipment		947,493		957,035
Furniture, fixtures and office equipment		56,326		56,326
Vehicles		19,356		26,827
Leasehold improvements		158,757		158,757
		1,212,686		1,229,699
Less accumulated amortization and depreciation		1,119,753		1,073,248
	$	92,933	$	156,451

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill [Abstract]

Valuation of Goodwill

December 31, 2013	$	1,808,731
Just, Inc. goodwill impairment (six stores)		(365.378	)
Just, Inc sale of five of six stores		(694,673	)
Auto Emissions Express goodwill impairment (five stores)		(61,091	)
Auto Emissions Express goodwill impairment (seven stores)		(296,604	)
December 31, 2014 and 2015	$	390,985

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Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2015

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities

	2015		2014
Professional fees	$	61,758	$	86,640
Accrued payroll		298,698		42,459
Accrued property taxes		39,838		79,585
Other		101,038		62,151
	$	501,332	$	270,835

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Equipment Financing Agreements (Tables)

12 Months Ended

Dec. 31, 2015

Equipment Financing Agreements [Abstract]

Equipment Financing Agreements

	2015		2014
Equipment financing agreements	$	-	$	10,292
Less current portion		-		10,292
Long-term portion	$	-	$	-

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Taxes [Abstract]

Statutory Federal Income Tax Rate

	2015			2014
Statutory rate		(34.0	)%		(34.0	)%
State income taxes, net of federal deduction		(4.0	)		(4.0	)
Valuation allowance		38.0			38.0
		—	%		—	%

Schedule of Deferred Tax Assets

	2015			2014
Deferred tax assets:
Net operating losses	$	5,975,000		$	5,817,000
Goodwill		761,000			714,000
Other		206,000			239,000
		6,942,000			6,770,000
Valuation allowance		(6,942,000	)		(6,770,000	)
Net deferred tax asset	$	—		$	—

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Net Loss per Common Share (Tables)

12 Months Ended

Dec. 31, 2015

Net Loss per Common Share [Abstract]

Computation for Basic and Diluted Net Loss per Common Share

	2015			2014
Net loss (A)	$	(488,994	)	$	(773,180	)
Weighted average common shares - basic (B)		109,091,759			85,845,293
Effect of dilutive securities:
Dilutive effect of stock options (1)		—			—
Dilutive effect of stock warrants (1)		—			—
Dilutive effect of unrestricted Preferred Series A Shares (2)		—			—
Weighted average common shares - diluted (C)		109,091,759			85,845,293
Net loss per share - basic (A/B)	$	(0.00	)	$	(0.01	)
Net loss per share - diluted (A/C)	$	(0.00	)	$	(0.01	)

(1) As a result of the Company's net loss for the year ended December31, 2015 and 2014, aggregate Common Stock Equivalents of 431,000 in each year issuable under stock option plans that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares (diluted) for the year ended December31, 2015 and 2014. These Common Stock Equivalents could be dilutive in future periods.

(2) As a result of the Company's net loss in the year ended December31, 2015 and 2014, aggregate Common Stock Equivalents of 4,277,498 issuable under Series A convertible, redeemable preferred stock that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares diluted for the year ended December31, 2015 and 2014. These Common Stock Equivalents could be dilutive in future periods.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies [Abstract]

Schedule of Future Minimum Payments under Non-cancelable Operating Leases

Year Ending December31
2016	$	269,529
2017		170,053
2018		107,284
2019		74,150
2020		72,412
2021 and later		192,437
	$	885,865

Schedule of Future Minimum Payments under Capital Leases

Year Ending December31
2016	$	32,107
2017		4,640
2018		4,640
2019		3,866
		45,253
Less amounts representing interest		7,239
Present value of net minimum lease payments		38,014
Less current portion		27,326
Long-term capitalized lease obligations	$	10,688

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Preferred and Common Stock Transactions (Tables)

12 Months Ended

Dec. 31, 2015

Share-Based Compensation [Abstract]

Options Granted

	2015				2014
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Options outstanding at January 1,		59,000	$	0.61		59,000	$	0.61
Granted		—	$	—		—	$	—
Exercised/exchanged		—	$	—		—	$	—
Expired		—	$	—		—	$	—
Options outstanding at December 31,		59,000	$	0.61		59,000	$	0.61

Stock Options Outstanding by Exercise Prices

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Options Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$0.00 - $0.99		54,000		0.87 years	$	0.57		54,000	$	0.57
$1.00 - $1.99		5,000		0.00 years	$	1.00		5,000	$	1.00
$0.00 - $0.99		59,000		0.87 years	$	0.61		59,000	$	0.61

Nonvested Stock Options and Activity

	Number of Options		Weighted Average Grant Date Fair Value
Non-vested options — December 31, 2013		—	$	—
Granted		—
Vested		—		—
Non-vested options — December 31, 2014		—		—
Granted		—		—
Vested		—		—
Non-vested options — December 31, 2015		—	$	—

Warrant Activity

	Number of Warrants
Outstanding Warrants — December 31, 2013	372,000
Granted	-
Exercised	-
Outstanding Warrants — December 31, 2014	372,000
Granted	-
Exercised	-
Outstanding Warrants — December 31, 2015	372,000

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Going Concern (Details)	1 Months Ended		12 Months Ended
	Apr. 16, 2015 USD ($)	Dec. 13, 2013 USD ($)	Dec. 31, 2015 USD ($)	Mar. 25, 2016 USD ($)	Oct. 28, 2015 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)	Oct. 24, 2014 USD ($)	Aug. 06, 2014 USD ($)	Oct. 23, 2013 USD ($)	Jul. 30, 2013 USD ($)	Jun. 08, 2012 USD ($)
Line of Credit Facility [Line Items]
Accumulated deficit			$ 21,806,897				$ 21,317,903
Working capital deficit			1,429,910				$ 1,041,752
Demand for payment									$ 791,207
Loan								$ 50,000			$ 25,589
Litigation settlement amount		$ 205,643	$ 125,000
Maximum ownership percentage			9.99%
Subsequent event [Member]
Line of Credit Facility [Line Items]
Cash				$ 19,000
Federal [Member]
Line of Credit Facility [Line Items]
Accrued income taxes			$ 250,000
Payment of payroll taxes withheld from employee payrolls			10,000
Federal [Member] | Subsequent event [Member]
Line of Credit Facility [Line Items]
Accrued income taxes				295,000
Georgia state governments [Member]
Line of Credit Facility [Line Items]
Accrued income taxes			$ 29,000			$ 14,500
Number of monthly payments			4
Monthly payment of payroll taxes withheld from employee payrolls			$ 5,000
Georgia state governments [Member] | Subsequent event [Member]
Line of Credit Facility [Line Items]
Accrued income taxes				27,000
TCA Global Credit Master Fund, LP [Member]
Line of Credit Facility [Line Items]
Loan										$ 400,000		$ 350,000
Amount of credit facility					$ 1,300,000							2,000,000
Line of credit facility, amount outstanding										$ 1,300,000		$ 900,000
CB [Member]
Line of Credit Facility [Line Items]
Loan	$ 17,000				27,300
Loan plus interest	18,955
Amount of credit facility	$ 17,000		$ 26,592		$ 27,300
Line of credit, expiration date	Oct. 15, 2015
Debt term			6 months
CB [Member] | Subsequent event [Member]
Line of Credit Facility [Line Items]
Line of credit facility, amount outstanding				$ 20,000

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Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2015
Significant Accounting Policies [Abstract]
Ownership percentage in non-operating subsidiaries	100.00%
Buildings [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	15 years
Emission testing equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Emission testing equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Furniture, fixtures, and office equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture, fixtures, and office equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years

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Notes Receivable (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 13, 2013	Dec. 31, 2015	Dec. 31, 2014
Notes Receivable [Abstract]
Litigation settlement amount	$ 205,643	$ 125,000
Monthly installment amount		$ 1,000
Settlement agreement term, months		72 months
Settlement agreement payable balance		$ 53,000
Gain from legal settlement		$ 106,881
Percent in addition to prime rate to find interest rate		0.50%
Interest rate		3.75%
Carrying value of assets			$ 220,000
Proceeds from the sale of assets		$ 2,000	152,500
Notes receivable		$ 2,496	$ 67,500
Promissory note term, months		12 months	12 months
Present value of notes receivable		$ 56,200	$ 94,653

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Property and Equipment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,212,686	$ 1,229,699
Less accumulated amortization and depreciation	1,119,753	1,073,248
Property and equipment, net	92,933	156,451
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	30,754	30,754
Emissions testing equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	947,493	957,035
Furniture, fixtures and office equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	56,326	56,326
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	19,356	26,827
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 158,757	$ 158,757

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Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Valuation of goodwill
Goodwill, begining balance	$ 390,985	$ 1,808,731
Goodwill impairment		(723,073)
Goodwill, ending balance	$ 390,985	$ 390,985
Just Inc. Six Stores [Member]
Valuation of goodwill
Goodwill impairment	(365.378)
Just Inc. Five Stores [Member]
Valuation of goodwill
Goodwill impairment	(694,673)
Auto Emissions Express, LLC, Five Stores [Member]
Valuation of goodwill
Goodwill impairment	(61,091)
Auto Emissions Express, LLC, Seven Stores [Member]
Valuation of goodwill
Goodwill impairment	$ (296,604)

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Accrued Liabilities (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Accrued Liabilities [Abstract]
Professional fees	$ 61,758	$ 86,640
Accrued payroll	298,698	42,459
Accrued property taxes	39,838	79,585
Other	101,038	62,151
Accrued liabilities	$ 501,332	$ 270,835

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Equipment Financing Agreements (Narrative) (Details) - USD ($)	1 Months Ended
	Jul. 30, 2013	Oct. 24, 2014
Equipment Financing Agreements [Abstract]
Term of equipment financing agreement	24 months
Financing agreements, secured amount	$ 25,589	$ 50,000
Loan agreement, interest rate per annum	30.50%

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Equipment Financing Agreements (Equipment Financing Agreements) (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Equipment Financing Agreements [Abstract]
Equipment financing agreements		$ 10,292
Less current portion		$ 10,292
Long-term portion

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Notes Payable (Details)	1 Months Ended														12 Months Ended
	Oct. 12, 2015 USD ($)	Aug. 21, 2015 USD ($)	Jun. 08, 2015 USD ($)	Apr. 16, 2015 USD ($)	Mar. 06, 2015 USD ($)	Jan. 19, 2015 USD ($)	Nov. 18, 2014 USD ($)	Nov. 05, 2014 USD ($)	Oct. 24, 2014 USD ($)	Sep. 16, 2014 USD ($)	May. 30, 2014 USD ($)	May. 29, 2014 USD ($)	Nov. 06, 2013 USD ($) shares	Oct. 31, 2012 USD ($)	Dec. 31, 2014 USD ($) $ / shares	Dec. 31, 2015 USD ($) $ / shares	Nov. 12, 2015 $ / shares	Oct. 28, 2015 USD ($)	Aug. 06, 2014 USD ($)	Oct. 23, 2013 USD ($)	Jul. 30, 2013 USD ($)	Nov. 06, 2012 USD ($)	Jun. 08, 2012 USD ($)	Apr. 15, 2011 $ / shares	Nov. 11, 2010 USD ($) $ / shares shares
Line of Credit Facility [Line Items]
Loan									$ 50,000												$ 25,589
Issuance of common stock for debt													$ 20,000		$ 213,848
Notes payable															$ 190,956	$ 227,442
Closing price | $ / shares															$ 0.002	$ 0.001	$ 0.001
Demand for payment																			$ 791,207
GCA Strategic Investment Fund, Limited [Member]
Line of Credit Facility [Line Items]
Loan															$ 60,000	$ 60,000						$ 60,000			$ 55,000
Issuance of common stock for debt, shares | shares													800,000
Interest rate																									0.00%
Repayment date													Nov. 06, 2014
Issuance of warrants to purchase common stock | shares																									4,000,000
Warrants, price per share | $ / shares																								$ 0.016	$ 0.50
Closing price | $ / shares																								$ 0.013
TCA Global Credit Master Fund, LP [Member]
Line of Credit Facility [Line Items]
Loan																				$ 400,000			$ 350,000
Amount of credit facility																		$ 1,300,000					2,000,000
Increase (decarese) in line of credit net borrowings														$ 550,000
Line of credit facility, amount outstanding																				$ 1,300,000			$ 900,000
Thomas Chorba [Member]
Line of Credit Facility [Line Items]
Loan												$ 50,000
Loan plus interest												$ 56,000
Repayment date												Dec. 31, 2015
Number of installments												18
Monthly payments												$ 3,111
Effective annual interest rate												7.90%
Dianna Parlontieri [Member]
Line of Credit Facility [Line Items]
Loan								$ 20,000
Notes payable															$ 20,000	20,000
Loan plus interest								$ 20,400
Repayment date								Dec. 15, 2014
Monthly payments								$ 1,700
Effective annual interest rate								10.00%
TVT [Member]
Line of Credit Facility [Line Items]
Loan										$ 67,077	$ 75,000
Loan plus interest										$ 149,000	$ 112,425
Repayment date										Apr. 30, 2015	Oct. 27, 2014
Monthly payments										$ 1,199	$ 1,099
Effective annual interest rate											49.90%
Amount of credit facility										$ 100,000
EN [Member]
Line of Credit Facility [Line Items]
Loan plus interest									$ 72,000
Repayment date									Mar. 02, 2015
Monthly payments									$ 1,000
Effective annual interest rate									44.00%
SP [Member]
Line of Credit Facility [Line Items]
Loan	$ 75,000		$ 250,000	$ 75,000	$ 60,000	$ 60,000	$ 35,000
Loan plus interest	$ 101,250		$ 337,500	$ 104,175	$ 76,800	$ 75,000	$ 43,750
Repayment date	Aug. 22, 2016	Nov. 27, 2015	Apr. 14, 2016	Oct. 19, 2015	Jun. 16, 2015	May 01, 2015	Feb. 09, 2015
Monthly payments	$ 469	$ 500	$ 1,600	$ 827	$ 1,169	$ 1,169	$ 875
Effective annual interest rate	35.00%		34.80%	38.90%	28.00%	25.00%	25.00%
SP [Member] | Note One [Member]
Line of Credit Facility [Line Items]
Notes payable																90,160
SP [Member] | Note Two [Member]
Line of Credit Facility [Line Items]
Notes payable																57,282
CB [Member]
Line of Credit Facility [Line Items]
Loan				$ 17,000														27,300
Loan plus interest				$ 18,955
Repayment date				Oct. 15, 2015
Amount of credit facility				$ 17,000												$ 26,592		$ 27,300

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Income Taxes (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes [Abstract]
Net operating loss carry forwards	$ 16,140,000
Net operating loss carry forwards, expiration	Dec. 31, 2035
Statutory rate	34.00%	34.00%

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Income Taxes (Statutory Federal Income Tax Rate) (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes [Abstract]
Statutory rate	(34.00%)	(34.00%)
State income taxes, net of federal deduction	(4.00%)	(4.00%)
Valuation allowance	38.00%	38.00%
Effective Income Tax Rate, Continuing Operations, Total

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Income Taxes (Schedule of Deferred Tax Assets) (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Net operating losses	$ 5,975,000	$ 5,817,000
Goodwill	761,000	714,000
Other	206,000	239,000
Deferred tax asset, gross	6,942,000	6,770,000
Valuation allowance	$ (6,942,000)	$ (6,770,000)
Net deferred tax asset

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Net Loss per Common Share (Details) - USD ($)		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss		$ (488,994)	$ (773,180)
Weighted average common shares - basic (B)		109,091,759	85,845,293
Dilutive effect of stock options	[1]
Dilutive effect of stock warrants	[1]
Dilutive effect of unrestricted Preferred Series A Shares	[2]
Weighted average common shares - diluted (C)		109,091,759	85,845,293
Net loss per share - basic (A/B)		$ 0.00	$ (0.01)
Net loss per share - diluted (A/C)		$ 0.00	$ (0.01)
Stock Options and Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		431,000	431,000
Series A Convertible Redeemable Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		4,277,498	4,277,498

[1] As a result of the Company's net loss for the year ended December 31, 2015 and 2014, aggregate Common Stock Equivalents of 431,000 in each year issuable under stock option plans that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares (diluted) for the year ended December 31, 2015 and 2014. These Common Stock Equivalents could be dilutive in future periods.

[2] As a result of the Company's net loss in the year ended December 31, 2015 and 2014, aggregate Common Stock Equivalents of 4,277,498 issuable under Series A convertible, redeemable preferred stock that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares diluted for the year ended December 31, 2015 and 2014. These Common Stock Equivalents could be dilutive in future periods.

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Commitments and Contingencies (Operating Leases) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies [Abstract]
Excess of rent expense over cash payments	$ 36,453	$ 51,958
2016	269,529
2017	170,053
2018	107,284
2019	74,150
2020	72,412
2021 and later	192,437
Operating Leases, Future Minimum Payments Due, Total	885,865
Total rent expense under all operating leases	787,312	1,376,385
Total rent income from sub-lease agreements on operating leases	$ 248,952	$ 323,142

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Commitments and Contingencies (Capital Leases) (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies [Abstract]
Equipment under capital lease	$ 143,850
Equipment under capital lease, accumulated depreciation	84,933
2016	32,107
2017	4,640
2018	4,640
2019	3,866
Capital Leases, Future Minimum Payments Due, Total	45,253
Less amounts representing interest	7,239
Present value of net minimum lease payments	38,014
Less current portion	27,326
Long-term capitalized lease obligations	$ 10,688	$ 35,396

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Preferred and Common Stock Transactions (Narrative) (Details) - USD ($)	1 Months Ended										3 Months Ended				7 Months Ended	12 Months Ended
	Nov. 12, 2015	Dec. 08, 2014	Nov. 06, 2014	Aug. 14, 2014	Mar. 14, 2014	Dec. 13, 2013	Nov. 25, 2013	Nov. 06, 2013	Sep. 26, 2013	Jun. 05, 2013	Dec. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013	Jul. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2010	Jun. 14, 2010
Series A convertible redeemable preferred stock, $.001 par value, 5,000,000 shares authorized, 5,133 shares issued and outstanding; liquidation preference: $5,133,000											$ 4,579,346	$ 4,579,346				$ 4,579,346	$ 4,579,346
Common stock, shares outstanding											109,914,225	108,964,225				109,914,225	108,964,225
Common stock, par value											$ 0.001	$ 0.001				$ 0.001	$ 0.001
Common stock, shares issued											111,988,914	111,038,914				111,988,914	111,038,914
Issuance of common stock for services, shares											950,000
Issuance of common stock for services																$ 950	$ 59,950
Dividend yield																0.00%
Closing price	$ 0.001										$ 0.001	$ 0.002				$ 0.001	$ 0.002
Issuance of common stock for debt								$ 20,000									$ 213,848
Amount paid to repurchase shares of common stock																	$ 100,000
Common stock, shares authorized											250,000,000	250,000,000				250,000,000	250,000,000
Share-based compensation expense											$ 950						$ 59,950
Options available to be granted											1,025,000	1,025,000				1,025,000	1,025,000
Options outstanding											59,000	59,000		59,000		59,000	59,000
Options exercisable											59,000	59,000				59,000	59,000
Number of warrants outstanding											372,000	372,000		372,000		372,000	372,000
Maximum ownership percentage											9.99%					9.99%
Award term																10 years
Stock Options and Warrants [Member]
Anti-dilutive securities																431,000	431,000
Minimum [Member]
Ownership restrictions, percent																33.33%
Consultant [Member]
Issuance of common stock for services, shares				2,000,000
Share-based compensation expense																	$ 5,000
Vincent Calicchia [Member]
Issuance of common stock for services, shares							48,000		180,000
Closing price										$ 0.007
Shares reserved for options and warrant conversions										600,000
Number of shares per warrant										1
Warrant exercise price										$ 0.010
IBC Funds, LLC. [Member]
Issuance of common stock for services, shares															2,700,000
Issuance of common stock for services															$ 14,220
Issuance of common stock for debt, shares						1,250,000								500,000	56,398,059
Closing price						$ 0.012
Issuance of shares as financing fee														750,000
Issuance of common stock for debt						$ 71,644									$ 199,628
Trade accounts payable						65,644									$ 133,984
Cash received for common stock and liability for stock to be issued						$ 6,000
Share-based compensation expense																$ 0	$ 14,220
TCA [Member]
Shares of common stock repurchased		2,074,689
Amount paid to repurchase shares of common stock		$ 100,000
Ten Employees [Member]
Issuance of common stock for services, shares					1,500,000
Closing price					$ 0.01
Share-based compensation expense													$ 15,000
Employee [Member]
Issuance of common stock for services, shares	100,000		500,000
Closing price			$ 0.0024
Share-based compensation expense												$ 1,200
Affiliated Entity [Member]
Issuance of common stock for services, shares	250,000
Director [Member]
Issuance of common stock for services, shares	600,000																	500,000
Closing price																			$ 0.021
2001 Plan [Member]
Common stock reserved for issuance											100,000					100,000
2005 Plan [Member]
Common stock, shares outstanding											5,000					5,000
Common stock reserved for issuance											303,498					303,498
Vesting period																3 years
2006 Plan [Member]
Common stock, shares outstanding											54,000					54,000
Common stock reserved for issuance											2,000,000					2,000,000
Vesting period																3 years
2008 Plan [Member]
Shares reserved for options and warrant conversions																		100,000
Common stock reserved for issuance											5,000,000					5,000,000
2008 Plan [Member] | Director [Member]
Share-based compensation expense																$ 10,500
GCA Strategic Investment Fund Limited [Member]
Preferred stock, shares outstanding											3,724	3,724				3,724	3,724
Common stock, shares outstanding											17,421,861					17,421,861
Common shares from conversion of preferred stock, shares																3,103,333	3,103,333
Issuance of common stock for services, shares				8,000,000
Share-based compensation expense																	$ 20,000
Global Capital Funding Group, LP [Member]
Preferred stock, shares outstanding											1,409	1,409				1,409	1,409
Common shares from conversion of preferred stock, shares																1,174,166	1,174,166
Series A Convertible Redeemable Preferred Stock [Member]
Preferred stock, shares issued											5,133	5,133				5,133	5,133
Series A convertible redeemable preferred stock, $.001 par value, 5,000,000 shares authorized, 5,133 shares issued and outstanding; liquidation preference: $5,133,000											$ 4,579,346	$ 4,579,346				$ 4,579,346	$ 4,579,346
Preferred stock, shares outstanding											5,133	5,133				5,133	5,133
Preferred A Stock, Conversion rate																833.33
Common stock converted for each share of Preferred A Stock, shares											$ 1,000					$ 1,000
Common shares from conversion of preferred stock, shares																4,277,498
Convertible preferred stock, liquidation preference											$ 5,133,000	$ 5,133,000				$ 5,133,000	$ 5,133,000

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Preferred and Common Stock Transactions (Options Granted) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of Shares
Options outstanding, beginning balance	59,000	59,000
Granted
Exercised/exchanged
Expired
Options outstanding, ending balance	59,000	59,000
Weighted Average Exercise Price
Options Outstanding, beginning balance	$ 0.61	$ 0.61
Granted
Exercised/exchanged
Expired
Options Outstanding, ending balance	$ 0.61	$ 0.61

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Preferred and Common Stock Transactions (Stock Options Outstanding) (Details)	12 Months Ended
	Dec. 31, 2015 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Prices, minimum	$ 0.00
Exercise Prices, maximum	$ 0.99
Number of Options Outstanding | shares	59,000
Weighted Average Remaining Contractual Life	10 months 13 days
Weighted Average Exercise Price	$ 0.61
Number of Options Exercisable | shares	59,000
Options Exercisable, Weighted Average Exercise Price	$ 0.61
0.00 - 0.99 Range One [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Prices, minimum	0.00
Exercise Prices, maximum	$ 0.99
Number of Options Outstanding | shares	54,000
Weighted Average Remaining Contractual Life	10 months 13 days
Weighted Average Exercise Price	$ 0.57
Number of Options Exercisable | shares	54,000
Options Exercisable, Weighted Average Exercise Price	$ 0.57
1.00 - 1.99 Range Two [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Prices, minimum	1.00
Exercise Prices, maximum	$ 1.99
Number of Options Outstanding | shares	5,000
Weighted Average Remaining Contractual Life	0 years
Weighted Average Exercise Price	$ 1.00
Number of Options Exercisable | shares	5,000
Options Exercisable, Weighted Average Exercise Price	$ 1.00

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Preferred and Common Stock Transactions (Non-Vested Stock Options) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of Options
Non-vested options
Granted
Vested
Non-vested options
Weighted Average Grant Date Fair Value
Non-vested options
Granted
Vested
Non-vested options

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Preferred and Common Stock Transactions (Warrant Activity) (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Preferred and Common Stock Transactions [Abstract]
Number of Warrants, Outstanding Warrants	372,000	372,000	372,000
Number of Warrants, Granted
Number of Warrants, Exercised

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Risks and Uncertainties (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Concentration Risk [Line Items]
Common stock, shares issued	111,988,914	111,038,914
Common stock, shares outstanding	109,914,225	108,964,225
Minimum [Member]
Concentration Risk [Line Items]
Ownership restrictions, percent	33.33%
GCA Strategic Investment Fund Limited [Member]
Concentration Risk [Line Items]
Preferred stock, shares outstanding	3,724	3,724
Common stock, shares outstanding	17,421,861
Maximum number of shares of common stock of entity which could be owned	21,699,359
Series A Convertible Redeemable Preferred Stock [Member]
Concentration Risk [Line Items]
Common stock converted for each share of Preferred A Stock, shares	$ 1,000
Preferred stock, shares outstanding	5,133	5,133
Convertible preferred stock, liquidation preference	$ 5,133,000	$ 5,133,000

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Significant Fourth Quarter Adjustments (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Goodwill impairment			$ 723,073
Auto Emissions Express, LLC, Five Stores [Member]
Business Acquisition [Line Items]
Goodwill impairment	$ 61,091
Auto Emissions Express, LLC, Seven Stores [Member]
Business Acquisition [Line Items]
Goodwill impairment	$ 296,604