On November 30, 2012, we entered into an Asset Purchase Agreement whereby we acquired the operating assets comprising five (5) emission testing centers owned by Auto Emissions Express, LLC ., a Georgia corporation, in a transaction described below in Item 2.01.

On November 30, 2012, we completed the acquisition of certain operating assets comprising five (5) emission testing centers owned by Auto Emissions Express, LLC ("AEE"), a Georgia corporation. AEE owns and operates eleven (11) emission testing centers in the Atlanta, Georgia area, including the five (5) we purchased. After taking into consideration the acquisition of these five (5) emission testing centers, we now operate forty three (43) emissions testing centers in the Atlanta, Georgia; Houston, Texas; St. Louis, Missouri and Salt Lake City, Utah metropolitan areas, plus four (4) mobile units in the Atlanta, Georgia area.

In exchange for these operating assets, we paid AEE $425,000 on November 30, 2012. The shareholders of AEE were unrelated to us and our affiliates, and the purchase price was determined by arms-length negotiations. The purchase price was paid in cash by us using funds available under our existing credit agreement with TCA Global Master Credit, LP.

Pro forma financial statements for these acquired operating assets are not required to be filed.

(d)     EXHIBITS

Exhibit
Number  Description of Document

99.1    Form of Asset Purchase Agreement with Auto Emissions Express, LLC dated
        November 16, 2012