Speedemissions (SPMI) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 06, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Registrant Name	SPEEDEMISSIONS INC
Entity Central Index Key	1,158,419
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

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 64,009
Notes receivable - current portion	53,748	$ 56,200
Certificate and merchandise inventory	11,605	9,476
Other current assets	33,570	34,295
Total current assets	162,932	99,971
Property and equipment, net	77,464	92,933
Goodwill	390,985	390,985
Other assets	34,990	34,990
Total assets	666,371	618,879
Current liabilities:
Line of credit	20,451	26,592
Notes payable	297,529	227,442
Accounts payable	691,038	744,827
Accrued liabilities	573,456	501,332
Current portion - capitalized lease obligations	17,229	27,326
Current portion - deferred rent	2,362	2,362
Total current liabilities	1,602,065	1,529,881
Capitalized lease obligations, net of current portion	9,914	10,688
Deferred rent	35,180	34,091
Total liabilities	$ 1,647,159	$ 1,574,660
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 March 31, 2016 and December 31, 2015	111,919	111,919
Additional paid-in capital	16,259,851	16,259,851
Treasury stock at cost (2,074,689 shares)	(100,000)	(100,000)
Accumulated deficit	(21,831,904)	(21,806,897)
Total shareholders' deficit	(5,560,134)	(5,535,127)
Total liabilities and shareholders' deficit	$ 666,371	$ 618,879

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
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	111,988,914
Common stock, shares outstanding	109,914,225	109,914,225
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

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Revenue	$ 885,551	$ 832,803
Costs of revenue:
Cost of emission certificates	159,575	155,201
Store operating expenses	522,030	549,379
General and administrative expenses	171,146	206,393
(Gain) loss from disposal of non-strategic assets	(4,345)	786
Operating profit (loss)	37,145	(78,956)
Interest income (expense)
Interest income	755	755
Interest expense	(62,907)	(34,395)
Interest, net	(62,152)	(33,640)
Net loss	$ (25,007)	$ (112,596)
Basic and diluted net loss per share	$ 0	$ 0
Weighted average common shares outstanding, basic and diluted	109,914,225	108,964,225

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net loss	$ (25,007)	$ (112,596)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization	15,469	20,971
(Gain) loss from disposal of non-strategic assets	(4,345)	786
Changes in operating assets and liabilities:
Certificate and merchandise inventory	(2,129)	2,583
Other current assets	725	22,784
Other assets	(755)	35
Accounts payable and accrued liabilities	18,335	27,332
Other liabilities	1,089	978
Net cash provided by (used in) operating activities	$ 3,382	(37,127)
Cash flows from investing activities:
Purchases of property and equipment		(2,125)
Proceeds from notes receivable	$ 3,207	18,208
Proceeds from asset sales	4,345	3,000
Net cash provided by investing activities	7,552	$ 19,083
Cash flows from financing activities:
Proceeds from line of credit	2,594
Payments on line of credit	(8,735)
Proceeds from notes payable	150,761	$ 113,148
Payments on notes payable	$ (80,673)	(104,604)
Payments on equipment financing obligations		(3,619)
Payments on capitalized leases	$ (10,872)	(8,610)
Net cash provided by (used in) financing activities	53,075	(3,685)
Net increase (decrease) in cash	$ 64,009	(21,729)
Cash at beginning of period		$ 21,729
Cash at end of period	$ 64,009
Supplemental Information:
Cash paid during the period for interest	$ 62,907	$ 34,395

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2016
Going Concern [Abstract]
Going Concern	Note 1. Going Concern The accompanying consolidated financial statements of Speedemissions, Inc. 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. References in this report to “Speedemissions,” the “Company,” “we,” “us” and “our” mean Speedemissions, Inc. and our consolidated subsidiaries. Speedemissions has experienced recurring net losses which have caused an accumulated deficit of $21,831,904 at March 31, 2016. We had a working capital deficit of $1,439,133 at March 31, 2016 compared to a working capital deficit of $1,429,910 at December 31, 2015. Our revenues for the quarter ended March 31, 2016 and the fiscal years ended December 31, 2015 and 2014 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 quarter ended March 31, 2016 and for the fiscal years ended December 31, 2015 and 2014 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, 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. 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 beyond our existing credit facilities. 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 or, if available, that we would be able to complete a capital raise or financing on satisfactory terms, 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. If the Company is unable to continue as a going concern, our shareholders will likely lose all of their investment in the Company. 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 May 6, 2016, we owed approximately $321,000 and $21,000 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 have made federal tax deposits for 2016 payroll periods through February 12, 2016; however have been unable to make any payments since that payroll date. 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 April 18, 2016, CB increased our borrowing limit to $33,200. At May 6, 2016, the outstanding balance on our revolving loan facility with CB was approximately $17,000 and our cash balances were approximately $13,000. Our revenues during the years ended December 2015 and 2014, as well as the quarter ended March 31, 2016, have been insufficient to attain profitable operations and to provide adequate levels of cash flow from operations. During the years ended December 31, 2015 and 2014, as well as the quarter ended March 31, 2016, due to insufficient cash flow from operations and borrowing limitations under our line of credit facility, 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 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. 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 May 6, 2016, we owed approximately $321,000 and $21,000 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 have made federal tax deposits for 2016 payroll periods through February 12, 2016; however have been unable to make any payments to the federal government since that payroll date.

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2016
Nature of Operations [Abstract]
Nature of Operations	Note 2: Nature of Operations Description of Business 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 31, 2016, we operated 22 vehicle emissions testing and safety inspection stations under the trade names of Speedemissions Auto Emissions Express Just Emissions 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 at select locations. However, we do not provide automotive repair services. On June 22, 2010, the Company announced the launch of its first iPhone application, Carbonga Carbonga Carbonga Carbonga 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 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 March 31, 2016, 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. 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 was 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 was payable in equal monthly payments over a 12-month period with no interest. 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. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of its financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The Company has evaluated subsequent events through the date of the filing its Form 10-Q 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. The accompanying consolidated financial statements include the accounts of Speedemissions and its non-operating subsidiaries, which are 100% owned by the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.

Significant Accounting Policies

Significant Accounting Policies and Estimates	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3: Significant Accounting Policies and Estimates Use of Estimates The preparation of financial statements in conformity with GAAP 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. For a description of Speedemissions’ critical accounting policies see the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. 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.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2016
Inventory
Inventory	Note 4: Inventory Inventory at March 31, 2016 consisted of certificate and merchandise inventory and was $10,257 and $1,348, respectively. Inventory at December 31, 2015 consisted of certificate and merchandise inventory and was $8,118 and $1,358, respectively.

Notes Receivable

Notes Receivable	3 Months Ended
	Mar. 31, 2016
Receivables [Abstract]
Notes Receivable	Note 5: 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 was payable in equal monthly payments over a 12-month period with no interest. During 2015, we sold equipment for $2,000 in cash plus a note receivable of $2,496. The principal amount of the note was 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 $53,748 and $56,200 at March 31, 2016 and December 31, 2015, respectively.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 6: Property and Equipment Property and equipment at March 31, 2016 and December 31, 2015 consisted of the following: March 31, 2016 December 31, 2015 Buildings $ 30,754 $ 30,754 Emission testing equipment 947,493 947,493 Furniture, fixtures and office equipment 56,326 56,326 Vehicles 19,356 19,356 Leasehold improvements 158,757 158,757 1,212,686 1,212,686 Less: accumulated depreciation and amortization 1,135,222 1,119,753 $ 77,464 $ 92,933

Accrued Liabilities

Accrued Liabilities	3 Months Ended
	Mar. 31, 2016
Accrued Liabilities [Abstract]
Accrued Liabilities	Note 7: Accrued Liabilities Accrued liabilities at March 31, 2016 and December 31, 2015 consisted of the following: March 31, 2016 December 31, 2015 Professional fees $ 77,755 $ 61,758 Accrued payroll 389,197 298,698 Accrued property taxes 42,872 39,838 Other 63,632 101,038 $ 573,456 $ 501,332

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2016
Notes Payable [Abstract]
Notes Payable	Note 8: 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 was 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 has been extended annually since the first renewal date. The most recent renewal of the Note was on November 6, 2015, establishing a new maturity date of November 6, 2016. The Note had a balance due of $60,000 on March 31, 2016 and December 31, 2015. Promissory Note Agreements 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 principal due of $20,000 on March 31, 2016 and December 31, 2015, respectively. Daily Payment Note Agreements On March 6, 2015, the Company entered into a revenue-based factoring agreement with Samson Partners, LLC (“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 on March 31, 2016. 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 on March 31, 2016. 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 Company repaid the remaining balance on January 8, 2016 and, as a result, there was no outstanding balance on March 31, 2016 compared to a balance 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 $35,743 and $57,282 on March 31, 2016 and December 31, 2015, respectively. On January 5, 2016, the Company entered into another revenue-based factoring agreement with SP, pursuant to which the Company agreed to repay SP $235,000 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 $321,950 by January 10, 2017. A portion of the proceeds were used to pay off the June 8, 2015 SP revenue-based factoring agreement described above. Under the terms of the agreement, SP is authorized to make daily bank debits of $1,279 on each available banking day during the term of the agreement which represents a fee rate of 37.0%. The agreement had a balance due of $181,786 on March 31, 2016. Revolving Credit Facility 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. Currently our borrowing limit with CB is $33,200. The revolving loan agreement had a balance due of $20,451 and $26,592 on March 31, 2016 and December 31, 2015, respectively.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2016
Earnings Per Share [Abstract]
Net Loss per Common Share	Note 9: Net Loss Per Share Basic earnings per share (“EPS”) or net loss per share 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 and Series B 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 share for the three month periods ended March 31, 2016 and 2015, respectively: Three Months Ended 2016 2015 Net loss (A) $ (25,007 ) $ (112,596 ) Weighted average common shares - basic (B) 109,914,225 108,964,225 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) 109,914,225 108,964,225 Net loss per share - basic (A/B) $ (0.00 ) $ (0.00 ) Net loss per share - diluted (A/C) $ (0.00 ) $ (0.00 ) (1) As a result of the Company’s net loss for the three month periods ended March 31, 2016 and 2015, aggregate Common Stock Equivalents of 426,000 and 431,000, respectively, issuable under stock option plans and stock 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 periods ended March 31, 2016 and 2015, respectively. These Common Stock Equivalents could be dilutive in future periods. (2) As a result of the Company’s net loss in the three month periods ended March 31, 2016 and 2015, 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 three month periods ended March 31, 2016 and 2015. These Common Stock Equivalents could be dilutive in future periods.

Preferred and Common Stock

Preferred and Common Stock	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity Note [Abstract]
Preferred and Common Stock Transactions	Note 10: Preferred and Common Stock Preferred Stock There were 5,133 shares of Series A convertible, redeemable preferred stock (“Preferred A Stock”) issued and outstanding as of March 31, 2016 and December 31, 2015. For financial statement purposes, the Preferred A Stock has been presented outside of stockholders’ deficit on the Company’s consolidated balance sheets as a result of certain conditions that are outside the control of the Company that could trigger redemption of the securities. Common Stock The Company issued no common shares during the three month period ended March 31, 2016. The Company had 109,914,225 common shares outstanding as of March 31, 2016.

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2016
Share-based Compensation [Abstract]
Share-Based Compensation	Note 11: 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. Such value is recognized as an expense over the requisite service period, net of estimated forfeitures, using the straight-line attribution method. The estimate of awards that will ultimately vest requires significant judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical employee attrition rates. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates. There was no share based compensation expense during the three months ended March 31, 2016 and 2015. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. Stock Incentive Plans The Company has granted options to employees and directors to purchase the Company’s common stock under various stock incentive plans. Under the plans, employees and non-employee directors are eligible to receive awards of various forms of equity-based incentive compensation, including stock options, restricted stock, restricted stock units and performance awards, among others. The plans are administered by the Compensation Committee of the Board of Directors, which determines the terms of the awards granted. Stock options are generally granted with an exercise price equal to the market value of the Company’s common stock on the date of grant, have a term of ten years or less, and generally vest over three years from the date of grant. The following table sets forth options outstanding under the Company’s stock option plans during the three month period ended March 31, 2016. The Company did not grant stock options in the three months ended March 31, 2016. Number of Shares Weighted Average Exercise Price Weighted Average Grant-date Fair Value Options outstanding at December 31, 2015 59,000 $ 0.61 Granted — — — Expired 5,000 1.00 Options outstanding at March 31, 2016 54,000 $ 0.57 The aggregate intrinsic value of options outstanding and exercisable at March 31, 2016 was $0. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of the options. The Company estimates the fair value for stock options at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions. Expected volatility is based on comparable company data. The Company bases 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. The Company does not anticipate paying cash dividends in the foreseeable future and therefore uses an expected dividend yield of 0%. As of March 31, 2016, there was no unrecognized share-based compensation expense related to non-vested stock options. There were no options that vested during the three months ended March 31, 2016 and 2015. There were 54,000 and 59,000 options issued and outstanding under the Company’s 2001 Stock Option Plan, the Amended and Restated 2005 Omnibus Stock Grant and Option Plan, Speedemissions Inc. 2006 Stock Grant and Option Plan and the 2008 Stock Grant and Option Plan (collectively, the “Option Plans”) as of March 31, 2016 and December 31, 2015, respectively. There were no options granted under these plans during the three month period ended March 31, 2016. There were no options exercised during the three month periods ended March 31, 2016 and 2015.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Note 12: Income Taxes No provision for income taxes has been reflected for the three month periods ended March 31, 2016 and 2015, as the Company has sufficient net operating loss carry forwards to offset taxable income.

Contingencies

Contingencies	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Note 13: Contingencies 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.

Significant Accounting Polici19

Significant Accounting Policies and Estimates (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP 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. For a description of Speedemissions’ critical accounting policies see the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
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.

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	March 31, 2016 December 31, 2015 Buildings $ 30,754 $ 30,754 Emission testing equipment 947,493 947,493 Furniture, fixtures and office equipment 56,326 56,326 Vehicles 19,356 19,356 Leasehold improvements 158,757 158,757 1,212,686 1,212,686 Less: accumulated depreciation and amortization 1,135,222 1,119,753 $ 77,464 $ 92,933

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2016
Accrued Liabilities [Abstract]
Schedule of Accrued Liabilities	March 31, 2016 December 31, 2015 Professional fees $ 77,755 $ 61,758 Accrued payroll 389,197 298,698 Accrued property taxes 42,872 39,838 Other 63,632 101,038 $ 573,456 $ 501,332

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2016
Earnings Per Share [Abstract]
Computation for Basic and Diluted Net Loss per Common Share	Three Months Ended 2016 2015 Net loss (A) $ (25,007 ) $ (112,596 ) Weighted average common shares - basic (B) 109,914,225 108,964,225 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) 109,914,225 108,964,225 Net loss per share - basic (A/B) $ (0.00 ) $ (0.00 ) Net loss per share - diluted (A/C) $ (0.00 ) $ (0.00 )

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2016
Share-based Compensation Tables
Options outstanding under stock option plans	Number of Shares Weighted Average Exercise Price Weighted Average Grant-date Fair Value Options outstanding at December 31, 2015 59,000 $ 0.61 Granted — — — Expired 5,000 1.00 Options outstanding at March 31, 2016 54,000 $ 0.57

Going Concern (Details)

Going Concern (Details) - USD ($)	Jan. 12, 2016	Oct. 29, 2015	Sep. 30, 2015	Dec. 13, 2013	Mar. 31, 2016	May. 06, 2016	Apr. 18, 2016	Dec. 31, 2015	Oct. 31, 2015	Apr. 16, 2015
Line of Credit Facility [Line Items]
Accumulated deficit					$ 21,831,904			$ 21,806,897
Working capital deficit					1,439,133			1,429,910
Litigation settlement amount				$ 205,643	$ 125,000
Maximum ownership percentage					9.99%
Federal Government [Member]
Line of Credit Facility [Line Items]
Tax payments made	$ 10,000	$ 10,000	$ 10,000
Georgia State Government [Member]
Line of Credit Facility [Line Items]
Withholding taxes payable									$ 14,500
Subsequent Event [Member]
Line of Credit Facility [Line Items]
Cash						$ 13,000
Subsequent Event [Member] | Federal Government [Member]
Line of Credit Facility [Line Items]
Taxes payable						321,000
Subsequent Event [Member] | Georgia State Government [Member]
Line of Credit Facility [Line Items]
Taxes payable						21,000
Monthly Payment						5,000
Celtic Bank [Member]
Line of Credit Facility [Line Items]
Loan										$ 17,000
Loan plus interest										18,955
Amount of credit facility					$ 20,451		$ 33,200	$ 26,592		$ 17,000
Celtic Bank [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Line of credit facility, amount outstanding						$ 17,000

Nature of Operations (Details)

Nature of Operations (Details)	Apr. 11, 2013USD ($)	Mar. 31, 2016	Jun. 30, 2014USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)	Dec. 05, 2014USD ($)Item	Dec. 31, 2013USD ($)
New capital raised							$ 3,000,000
Proceeds from the sale of assets	$ 50,000		$ 152,500	$ 2,000	$ 152,500	$ 1,350,000
Carrying value of assets	$ 110,000		220,000		220,000
Interest rate	5.00%	3.75%
Notes receivable	$ 60,000		$ 67,500	$ 2,496	$ 67,500
Number of Utah stores sold | Item						5
Number of Utah stores | Item						6
Non-operating subsidiaries [Member]
Ownership percentage		100.00%

Inventory (Details)

Inventory (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Certificate inventory	$ 10,257	$ 8,118
Merchandise inventory	$ 1,348	$ 1,358

Notes Receivable (Details)

Notes Receivable (Details) - USD ($)	Apr. 11, 2013	Dec. 13, 2013	Mar. 31, 2016	Jun. 30, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 05, 2014
Receivables [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	5.00%		3.75%
Carrying value of assets	$ 110,000			$ 220,000		$ 220,000
Proceeds from the sale of assets	50,000			152,500	$ 2,000	152,500	$ 1,350,000
Notes receivable	$ 60,000			$ 67,500	$ 2,496	$ 67,500
Promissory note term, months					12 months	12 months
Present value of notes receivable			$ 53,748		$ 56,200

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,212,686	$ 1,212,686
Less: accumulated depreciation and amortization	1,135,222	1,119,753
Property and equipment, net	77,464	92,933
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	30,754	30,754
Emission testing equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	947,493	947,493
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	19,356
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 158,757	$ 158,757

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Accrued Liabilities [Abstract]
Professional fees	$ 77,755	$ 61,758
Accrued payroll	389,197	298,698
Accrued property taxes	42,872	39,838
Other	63,632	101,038
Accrued liabilities	$ 573,456	$ 501,332

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Jan. 05, 2016	Jan. 31, 2016	Oct. 12, 2015	Aug. 21, 2015	Jun. 08, 2015	Apr. 16, 2015	Mar. 06, 2015	Nov. 05, 2014	Nov. 06, 2013	Apr. 18, 2016	Mar. 31, 2016	Dec. 31, 2015	Apr. 15, 2011	Nov. 11, 2010
Line of Credit Facility [Line Items]
Notes payable											$ 297,529	$ 227,442
GCA Strategic Investment Fund, Limited [Member]
Line of Credit Facility [Line Items]
Loan											60,000			$ 55,000
Interest rate														0.00%
Repayment date									Nov. 6, 2016
Issuance of warrants to purchase common stock													4,000,000	4,000,000
Warrants, price per share													$ 0.016	$ 0.50
Closing price													$ 0.013
Celtic Bank [Member]
Line of Credit Facility [Line Items]
Loan						$ 17,000
Loan plus interest						$ 18,955
Repayment date						Oct. 15, 2015
Amount of credit facility						$ 17,000				$ 33,200	20,451	26,592
Samson Partners LLC [Member]
Line of Credit Facility [Line Items]
Loan	$ 235,000		$ 75,000		$ 250,000	75,000	$ 60,000
Loan plus interest	$ 321,950		$ 101,250		$ 337,500	$ 104,175	$ 76,800
Repayment date	Jan. 10, 2017	Jan. 8, 2016	Aug. 22, 2016	Nov. 27, 2015	Apr. 14, 2016	Oct. 19, 2015	Jun. 16, 2015
Monthly payments	$ 1,279		$ 469	$ 500	$ 1,600	$ 827	$ 1,169
Effective annual interest rate	37.00%		35.00%		34.80%	38.90%	28.00%
Samson Partners LLC [Member] | Note Three [Member]
Line of Credit Facility [Line Items]
Notes payable											181,786
Samson Partners LLC [Member] | Note Two [Member]
Line of Credit Facility [Line Items]
Notes payable											35,743	57,282
Samson Partners LLC [Member] | Note One [Member]
Line of Credit Facility [Line Items]
Notes payable											0	90,160
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%

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($)		3 Months Ended
		Mar. 31, 2016	Mar. 31, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss (A)		$ (25,007)	$ (112,596)
Weighted average common shares - basic (B)		109,914,225	108,964,225
Dilutive effect of stock options	[1]
Dilutive effect of stock warrants	[1]
Dilutive effect of unrestricted Preferred Series A Stock	[2]
Weighted average common shares - diluted (C)		109,914,225	108,964,225
Net loss per share - basic (A/B)		$ 0	$ 0
Net loss per share - diluted (A/C)		$ 0	$ 0
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
Stock Options And Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		426,000	431,000
[1]	As a result of the Company's net loss for the three month periods ended March 31, 2016 and 2015, aggregate Common Stock Equivalents of 426,000 and 431,000, respectively, issuable under stock option plans and stock 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 periods ended March 31, 2016 and 2015, respectively. These Common Stock Equivalents could be dilutive in future periods.
[2]	As a result of the Company's net loss in the three month periods ended March 31, 2016 and 2015, 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 three month periods ended March 31, 2016 and 2015. These Common Stock Equivalents could be dilutive in future periods.

Preferred and Common Stock (Det

Preferred and Common Stock (Details) - shares	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Common stock, shares outstanding	109,914,225	109,914,225
Series A Convertible Redeemable Preferred Stock [Member]
Preferred stock, shares issued	5,133	5,133
Preferred stock, shares outstanding	5,133	5,133
Common Stock [Member]
Number of shares issued during the period	0

Share-Based Compensation (Narra

Share-Based Compensation (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Share-based Compensation [Abstract]
Share-based compensation expense
Aggregate intrinsic value of options outstanding	$ 0
Aggregate intrinsic value of options exercisable	$ 0
Expected dividend yield	0.00%
Options outstanding	54,000		59,000
Warrants outstanding	372,000

Share-Based Compensation (Optio

Share-Based Compensation (Options Outstanding Under Stock Option Plans) (Details)	3 Months Ended
	Mar. 31, 2016$ / sharesshares
Number of Shares
Options outstanding at December 31, 2015 | shares	59,000
Granted | shares
Expired | shares	5,000
Options outstanding at March 31, 2016 | shares	54,000
Weighted Average Exercise Price
Options outstanding at December 31, 2015	$ 0.61
Granted
Expired	$ 1
Options outstanding at March 31, 2016	$ 0.57
Weighted Average Grant-date Fair Value
Granted