1158419--3/30/2009--SPEEDEMISSIONS

related topics

{stock, price, share}

{acquisition, growth, future}

{control, financial, internal}

{stock, price, operating}

{regulation, government, change}

{capital, credit, financial}

Current economic conditions, including recent disruptions in the financial markets, may adversely affect our industry, business and results of operations, our ability to obtain financing on reasonable and acceptable terms to expand our operations and the market price of our common stock. We have a limited operating history and limited historical financial information upon which you may evaluate our performance. 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 a second shareholder upon conversion of preferred stock and exercise of warrants, which if sold could have a negative impact on our stock price. There is an extremely limited market for our stock. Our near term growth is expected to be financed through limited cash flows from operations. We may have to pay a substantial amount of liquidated damages to a single shareholder if we fail to maintain certain requirements. We are obligated to redeem a series of our preferred stock upon a change of control. A change of control could occur if one shareholder exercises all of its common stock purchase warrants. We depend upon government laws and regulations that may be changed in ways that may impede our business. We may be unable to effectively manage our growth and operations. Our strategy of acquiring and opening more testing stations may not produce positive financial results for us. Because the emissions testing and safety inspection industry is highly competitive, we may lose customers and revenues to our competitors. 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 largest shareholder controls our company, allowing it to direct the company in ways that may be contrary to the wishes of other shareholders. There are a large number of outstanding warrants, options and preferred stock which if exercised or converted will result in substantial dilution of the common stock. Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectation, which could result in substantial losses for investors. Because we are subject to the penny stock rules, the level of trading activity in our stock may be reduced. Recent restatements of the Company s 2007, 2006 and 2005 financial statements may present a risk of future restatements and non-compliance with certain aspects of the Sarbanes-Oxley Act. We do not intend to pay dividends on our common stock. 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

Full 10-K form ▸

1158419--3/30/2009--SPEEDEMISSIONS_INC