UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event report) ~~March~~October 204, 2017

Speedemissions, Inc.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

000-49688	33-0961488
(Commission File Number)	(IRS Employer Identification No.)

1015 Tyrone Road, Suite 710, Tyrone, Georgia	30290
(Address of principal executive offices)	(Zip Code)

(770) 306-7667

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 Entry Into a Material Definitive Agreement.

On ~~March~~October 204, 2017, ~~Speedy Operations, Inc., a subsidiary of~~ Speedemissions, Inc. (the “Company”) ~~entered~~issued ~~into~~a ~~and~~press ~~closed~~release anannouncing ~~Asset~~that ~~Purchase~~it ~~Agreement~~has ~~(the~~filed ~~“Purchase~~a ~~Agreement”)~~Form ~~with~~15, ~~Auto~~Certification ~~Recycling~~and Notice of ~~Montgomery,~~Termination ~~Inc.,~~of anRegistration ~~Alabama~~Under ~~corporation~~Section 12(~~“ARM”~~g), ~~pursuant~~of ~~to which~~ the ~~Company~~Securities ~~agreed~~Exchange toAct ~~purchase certain assets~~ of ~~ARM,~~1934 ~~including~~or ~~land,~~Suspension ~~buildings, equipment and inventory previously used by ARM in an auto recycling operation which ceased operations in June~~ of ~~2014. The~~Duty ~~purchase~~to ~~price~~File ~~was~~Reports ~~$175,000~~Under ~~for~~Sections ~~the~~12 ~~land~~ and ~~buildings~~15(d) ~~and $90,000 for the equipment and inventory. The Company entered into two separate note agreements with ARM to fund the purchase~~ of the ~~assets. Terms~~Securities ofExchange ~~each~~Act ~~note included an interest rate~~ of ~~ten percent, an amortization term of ten years and a seven year balloon payment~~1934. ~~Monthly~~ ~~payments~~The ~~for~~press ~~the $175~~release,~~000~~ ~~land~~dated ~~and~~October ~~buildings note and for the $90~~4,~~000~~ ~~equipment and inventory note will be $2~~2017,~~313~~ ~~and~~is ~~$1,189,~~attached ~~respectively. Using the acquired assets, the Company intends~~ to ~~create~~this anReport ~~auto~~as ~~recycling~~Exhibit ~~business~~99.1 ~~operation, but expects it will take approximately 60 days to hire employees~~ and ~~put~~incorporated ~~the~~herein ~~necessary~~by ~~business systems in place before sales operations can commence~~reference. ~~Under the terms of the Purchase Agreement, payments on the notes will commence 120 days after the closing date of the Purchase Agreement.~~

~~This~~Forward-looking ~~asset~~statements ~~purchase~~(statements ~~represents~~which are not historical facts) in the ~~Company’s~~press ~~decision~~release are made pursuant to ~~establish~~the ansafe ~~auto~~harbor ~~recycling~~provisions ~~business~~of the Private Securities Litigation Reform Act of 1995. ~~The~~ ~~Company~~For ~~intends~~this purpose, any statements contained herein that are not statements of historical fact may be deemed to ~~seek~~be ~~other~~forward-looking ~~acquisitions~~statements. Without limiting the generality of the foregoing, ~~subject~~words such as “may,” “will,” “to,” ~~capital~~“expect,” ~~availability~~“believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements are based on information currently available to the Company, and ~~develop~~the anCompany ~~auto~~assumes ~~recycling~~no ~~business~~obligation ~~segment~~to update these statements as circumstances change. Investors are cautioned that all forward-looking statements involve risk and uncertainties, including changes in ~~addition~~general toeconomic and financial market conditions, unforeseen problems, and the Company’s ~~existing~~ability ~~vehicle~~to ~~emissions~~execute ~~testing~~its business ~~segment~~plans. The actual results of future events could differ materially from those stated in any forward-looking statements herein.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Purchase Agreement is described in, and included as an exhibit to, this Current Report on Form 8-K to provide information regarding its terms and conditions, but it is not intended to provide any other factual information regarding the Company.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

EXHIBITS

Exhibit
Number	Description of Document
10.1	Asset Purchase Agreement with Auto Recycling of Montgomery, Inc., dated March 20, 2017
99.1	Press Release issued by Speedemissions, Inc. dated October 5, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 27, 2017	Speedemissions, Inc.,
Dated: October 4, 2017	Speedemissions, Inc.
	a Florida corporation
	/s/ Richard A. Parlontieri
	/s/ Richard A. Parlontieri
	Name: Richard A. Parlontieri
	By: Richard A. Parlontieri
	Title: President and Chief Executive Officer
	Its: President, Chief Executive Officer

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