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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Speedmissions Inc (CE) | USOTC:SPMI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Florida
|
33-0961488
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
1015 Tyrone Road
Suite 710
Tyrone, GA
|
30290
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☐ |
Cautionary Statement Relevant to Forward-Looking Information
|
3
|
||
PART I FINANCIAL INFORMATION
|
|
||
ITEM 1
|
Financial Statements
|
4
|
|
ITEM 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
14
|
|
ITEM 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
16
|
|
ITEM 4
|
Controls and Procedures
|
16
|
|
PART II OTHER INFORMATION
|
|
||
ITEM 1
|
Legal Proceedings
|
17
|
|
ITEM1A.
|
Risk Factors
|
17
|
|
ITEM 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
17
|
|
ITEM 3
|
Defaults Upon Senior Securities
|
17
|
|
ITEM 4
|
Mine safety disclosures
|
17
|
|
ITEM 5
|
Other Information
|
17
|
|
ITEM 6
|
Exhibits
|
17
|
Item 1.
|
Financial Statements
|
|
March 31,
2017 |
December 31,
2016 |
||||||
|
(unaudited)
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
185,652
|
$
|
53,011
|
||||
Inventory
|
60,697
|
9,118
|
||||||
Other current assets
|
47,807
|
49,932
|
||||||
|
||||||||
Total current assets
|
294,156
|
112,061
|
||||||
Property and equipment, net
|
253,507
|
48,743
|
||||||
Goodwill
|
210,884
|
390,985
|
||||||
Other assets
|
33,684
|
35,658
|
||||||
Total assets
|
$
|
792,231
|
$
|
587,447
|
||||
|
||||||||
Liabilities and Shareholders’ Deficit
|
||||||||
Current liabilities:
|
||||||||
Line of credit
|
$
|
26,856
|
$
|
26,367
|
||||
Current portion notes payable
|
354,383
|
449,437
|
||||||
Accounts payable
|
463,140
|
678,317
|
||||||
Accrued liabilities
|
573,813
|
551,377
|
||||||
Current portion - capitalized lease obligations
|
3,399
|
3,277
|
||||||
Current portion – deferred rent
|
2,821
|
2,821
|
||||||
Total current liabilities
|
1,424,412
|
1,711,596
|
||||||
Notes payable, net of current portion
|
252,961
|
-
|
||||||
Capitalized lease obligations, net of current portion
|
6,515
|
7,412
|
||||||
Deferred rent, net of current portion
|
31,596
|
36,499
|
||||||
Total liabilities
|
1,715,484
|
1,755,507
|
||||||
|
||||||||
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, 120,438,914 issued
with 118,364,225 shares outstanding at March 31, 2017 and December 31, 2016
|
120,369
|
120,369
|
||||||
Additional paid-in capital
|
16,259,851
|
16,259,851
|
||||||
Treasury stock at cost (2,074,689 shares)
|
(100,000
|
)
|
(100,000
|
)
|
||||
Accumulated deficit
|
(21,782,819
|
)
|
(22,027,626
|
)
|
||||
Total shareholders’ deficit
|
(5,502,599
|
)
|
(5,747,406
|
)
|
||||
Total liabilities and shareholders’ deficit
|
$
|
792,231
|
$
|
587,447
|
|
Three Months Ended
March 31 |
|||||||
|
2017
|
2016
|
||||||
Revenue
|
$
|
897,411
|
$
|
885,551
|
||||
Costs of revenue:
|
||||||||
Cost of emission certificates
|
166,544
|
159,575
|
||||||
Store operating expenses
|
517,277
|
522,030
|
||||||
General and administrative expenses
|
203,951
|
171,146
|
||||||
Gain from disposal of non-strategic assets
|
(74,099
|
)
|
(4,345
|
)
|
||||
Operating income
|
83,738
|
37,145
|
||||||
Other income (expense)
|
||||||||
Other income
|
199,910
|
-
|
||||||
Interest income
|
-
|
755
|
||||||
Interest expense
|
(38,841
|
)
|
(62,907
|
)
|
||||
Other income (expense), net
|
161,069
|
(62,152
|
)
|
|||||
Net income (loss)
|
$
|
244,807
|
$
|
(25,007
|
)
|
|||
Basic and diluted net income (loss) per share
|
$
|
0.00
|
$
|
(0.00
|
)
|
|||
Weighted average common shares outstanding, basic and diluted
|
118,364,225
|
109,914,225
|
|
Three Months Ended
March 31, |
|||||||
2017
|
2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
244,807
|
$
|
(25,007
|
)
|
|||
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:
|
||||||||
Depreciation and amortization
|
10,203
|
15,469
|
||||||
Gain from derecognition of accounts payable
|
(199,910
|
)
|
-
|
|||||
Gain from disposal of non-strategic assets
|
(74,099
|
)
|
(4,345
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Inventory
|
(51,579
|
)
|
(2,129
|
)
|
||||
Other current assets
|
2,126
|
725
|
||||||
Other assets
|
1,974
|
(755
|
)
|
|||||
Accounts payable and accrued liabilities
|
7,170
|
18,335
|
||||||
Other liabilities
|
(4,903
|
)
|
1,089
|
|||||
Net cash (used in) provided by operating activities
|
(64,211
|
)
|
3,382
|
|||||
|
||||||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(214,968
|
)
|
-
|
|||||
Proceeds from notes receivable
|
-
|
3,207
|
||||||
Proceeds from asset sales
|
254,200
|
4,345
|
||||||
Net cash provided by investing activities
|
39,232
|
7,552
|
||||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Proceeds from line of credit
|
20,600
|
2,594
|
||||||
Payments on line of credit
|
(20,111
|
)
|
(8,735
|
)
|
||||
Proceeds from notes payable
|
265,000
|
150,761
|
||||||
Payments on notes payable
|
(107,094
|
)
|
(80,673
|
)
|
||||
Payments on capitalized leases
|
(775
|
)
|
(10,872
|
)
|
||||
Net cash provided by financing activities
|
157,620
|
53,075
|
||||||
Net increase in cash
|
132,641
|
64,009
|
||||||
Cash at beginning of period
|
53,011
|
-
|
||||||
Cash at end of period
|
$
|
185,652
|
$
|
64,009
|
||||
Supplemental Information:
|
||||||||
Cash paid during the period for interest
|
$
|
38,841
|
$
|
62,907
|
March 31, 2017
|
December 31, 2016
|
|||||||
Land
|
$
|
98,000
|
$
|
-
|
||||
Buildings
|
107,754
|
30,754
|
||||||
Equipment
|
827,005
|
817,038
|
||||||
Furniture, fixtures and office equipment
|
56,326
|
56,326
|
||||||
Vehicles
|
19,356
|
19,356
|
||||||
Leasehold improvements
|
158,758
|
158,757
|
||||||
|
1,267,199
|
1,082,231
|
||||||
Less: accumulated depreciation and
amortization
|
1,013,692
|
1,033,488
|
||||||
|
$
|
253,507
|
$
|
48,743
|
|
March 31, 2017
|
December 31, 2016
|
||||||
Professional fees
|
$
|
82,900
|
$
|
62,500
|
||||
Accrued payroll
|
431,233
|
427,660
|
||||||
Accrued property taxes
|
5,055
|
1,267
|
||||||
Other
|
54,625
|
59,950
|
||||||
|
$
|
573,813
|
$
|
551,377
|
|
Three Months Ended
March 31
|
|||||||
|
2017
|
2016
|
||||||
Net income (loss) (A)
|
$
|
244,807
|
$
|
(25,007
|
)
|
|||
|
||||||||
Weighted average common shares - basic (B)
|
118,364,225
|
109,914,225
|
||||||
Effect of dilutive securities:
|
||||||||
Diluted effect of stock options (1)
|
—
|
—
|
||||||
Diluted effect of stock warrants (1)
|
—
|
—
|
||||||
Diluted effect of unrestricted Preferred
Series A Stock (2)
|
—
|
—
|
||||||
Weighted average common shares - diluted (C)
|
118,364,225
|
109,914,225
|
||||||
Net income (loss) per share - basic (A/B)
|
$
|
0.00
|
$
|
(0.00
|
)
|
|||
Net income (loss) per share - diluted (A/C)
|
$
|
0.00
|
$
|
(0.00
|
)
|
(1)
|
The Company reported net income for the three month period ended March 31, 2017. However, aggregate Common Stock Equivalents of 378,000 issuable under stock options and warrants that were potentially dilutive securities are anti-dilutive because the exercise prices for both the stock options and warrants exceeded the closing price of $0.006 for the Company’s common stock as of March 31, 2017and, therefore, have been excluded from the computation of weighted average common shares (diluted) for the three month period ended March 31, 2017. As a result of the Company’s net loss for the three month period ended March 31, 2016, aggregate Common Stock Equivalents of 426,000 issuable under stock options and warrants that were potentially dilutive securities are anti-dilutive and have been excluded from the computation of weighted average common shares (diluted) for the three month period ended March 31, 2016, respectively. These Common Stock Equivalents could be dilutive in future periods.
|
(2)
|
The Company reported a net income for the three month period ended March 31, 2017. However, aggregate Common Stock Equivalents of 4,277,498 issuable under Series A convertible, redeemable preferred stock that were potentially dilutive securities are anti-dilutive because the exercise prices for the Series A convertible, redeemable preferred stock (“Series A Preferred Stock”) exceeded the closing price of $0.006 for the Company’s common stock as of March 31, 2017 and, therefore, have been excluded from the computation of weighted average common shares (diluted) for the three month period ended March 31, 2017. As a result of the Company’s net loss in the three month periods ended March 31, 2016, aggregate Common Stock Equivalents of 4,277,498 issuable under Series A 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 three month periods ended March 31, 2017 and 2016. These Common Stock Equivalents could be dilutive in future periods.
|
|
Number of
Shares |
Weighted
Average Exercise Price |
Weighted
Average Grant-date Fair Value |
|||||||||
Options outstanding at December 31, 2016
|
6,000
|
$
|
0.50
|
|||||||||
Granted
|
—
|
—
|
—
|
|||||||||
Expired
|
—
|
—
|
||||||||||
Options outstanding at March 31, 2017
|
6,000
|
$
|
0.50
|
ITEM 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended March 31
|
Percentage
Change |
||||||||||
|
2017
|
2016
|
||||||||||
Revenue
|
$
|
897,411
|
$
|
885,551
|
1.3%
|
|
||||||
Cost of emission certificates
|
166,544
|
159,575
|
4.4%
|
|||||||||
Store operating expenses
|
517,277
|
522,030
|
(0.9%)
|
|||||||||
General and administrative (income) expenses
|
203,951
|
171,146
|
19.2%
|
|||||||||
Gain from disposal of non-strategic assets
|
(74,099
|
)
|
(4,345
|
)
|
n/a
|
|||||||
Operating income
|
$
|
83,738
|
$
|
37,145
|
125.4%
|
|
Three Months Ended
March 31, |
|||||||
|
2017
|
2016
|
||||||
Operating income
|
$
|
83,738
|
$
|
37,145
|
||||
Other income
|
199,910
|
-
|
||||||
Interest income
|
-
|
755
|
||||||
Interest expense
|
(38,841
|
)
|
(62,907
|
)
|
||||
Net income (loss)
|
$
|
244,807
|
$
|
(25,007
|
)
|
|||
Basic and diluted net income (loss) per common
share
|
$
|
0.00
|
$
|
(0.00
|
)
|
|||
Weighted average shares outstanding, basic and
diluted
|
118,364,225
|
109,914,225
|
ITEM 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
ITEM 4
|
Controls and Procedures
|
ITEM 1
|
Legal Proceedings
|
ITEM 1A
|
Risk Factors
|
ITEM 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
ITEM 3
|
Defaults upon Senior Securities
|
ITEM 4
|
Mine safety disclosures
|
ITEM 5
|
Other Information
|
ITEM 6
|
Exhibits
|
(a) |
Exhibits
|
31.1
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|||
31.2
|
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|||
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|||
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|||
101
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016, (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (iv) the notes to the Condensed Consolidated Financial Statements.
|
|
|
SPEEDEMISSIONS, INC.
|
|
Date: May 15, 2017
|
|
By:
|
/s/ R
ichard
A. P
arlontieri
|
|
|
|
Richard A. Parlontieri
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date: May 15, 2017
|
|
By:
|
/s/ R
ichard
A. P
arlontieri
|
|
|
|
Richard A. Parlontieri
|
|
|
|
Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)
|
1 Year Speedmissions (CE) Chart |
1 Month Speedmissions (CE) Chart |
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