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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
eMISSIONS TESTING, INC.
EXHIBITS
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eMISSIONS TESTING, INC.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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NO.
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3.1 Articles of Incorporation of eMissions Testing, Inc.
3.2 Bylaws of eMissions Testing, Inc.
*4.1 Specimen of Common Stock Certificate
*5.1 Opinion of Counsel regarding legality of the stock certificate
10.1 Securities Purchase Agreement by and between eMissions Testing,
Inc. and GCA Strategic Investment Fund Ltd., as amended, dated June
1, 2000
10.2 Security Agreement dated June 1, 2000 by and between eMissions
Testing, Inc. and GCA Strategic Investment Fund, Ltd., as amended,
as of September 15, 2000.
10.3 7% Convertible Debentures in the principal amount of $525,000 from
eMissions Testing, Inc. to GCA Strategic Investment Fund, Ltd.,
dated June 1, 2000.
10.4 Common Stock Purchase Warrant issued by eMissions Testing, Inc. to
GCA Strategic Investment Fund, Ltd. for 250,000 shares, dated June
1, 2000
10.5 7% Convertible Debenture in the principal amount of $100,000 from
eMissions Testing, Inc. to GCA Strategic Investment Fund, Ltd.,
dated September 15, 2000
10.6 Common Stock Purchase Warrant issued by eMissions Testing, Inc. to
GCA Strategic Fund, Ltd. for 50,000 shares, dated September 15, 2000
10.7 Letter from GCA Strategic Investment Fund, Ltd., dated September 15,
2000 regarding Waiver of Closing Conditions for $100,000 Subsequent
Takedown Financing of 7% Convertible Debentures of eMissions
Testing, Inc.
10.8 Registration Rights Agreement dated June 1, 2000 by and between
eMissions Testing, Inc. and GCA Strategic Investment Fund, Ltd.
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10.9 Asset Purchase Agreement by and between eMissions Testing, Inc. and
Lake Holdings, LLC, dated June 1, 2000
10.10 Employment Agreement by and between eMissions Testing, Inc. and
Richard A. Parlontieri, dated September 18, 2000
10.11 Consulting Agreement by and between eMissions Testing, Inc. and
Porter Lane Investments, Inc., dated May 5, 2000
10.12 12% Promissory Note from Beachside Commons I, LLC to eMissions
Testing, Inc., dated September 15, 2000
10.13 Purchase Agreement by and between eMissions Testing, Inc. and Irish
Investments, LLC, dated September 15, 2000
17.1 Resignation of Officer, Director and Employee by William Estroff to
eMissions Testing, Inc., dated September 15, 2000
23.1 Consent of Bennett Thrasher & Co. P.C.
*23.2 Consent of Epstein Becker & Green, P.C.
27.1 Financial Data Schedule
*to be filed by amendment
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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
EMISSIONS TESTING, INC.
1. The name of the corporation is eMissions Testing, Inc. (the
"Corporation").
2. The Corporation shall have authority to issue thirty million
(30,000,000) shares of capital stock, which shall be divided into twenty million
(20,000,000) shares of common stock, no par value per share, and ten million
(10,000,000) shares of preferred stock, no par value per share. The
designations, powers, preferences and relative rights, and the qualifications,
limitations and restrictions of the shares of preferred stock shall be
determined, in whole or in part, by the board of directors of the Corporation in
accordance with the provisions of O.C.G.A. ss.14-2-602 (or any successor
statue).
3. The address of the initial registered office of the Corporation
shall be 3399 Peachtree Road, Suite 1400, Atlanta, Georgia 30326. The initial
registered agent of the Corporation at such address shall be Thomas J. Stalzer.
4 The address of the initial principal office of the Corporation
shall be 6625 Highway 53 East, Suite 410-172, Dawsonville, Georgia 30534.
5. The name and address of the incorporator is:
Thomas J. Stalzer, Esq.
Epstein Becker & Green, P.C.
Suite 1400, The Lenox Building
3399 Peachtree Road, N.E.
Atlanta, Georgia 30326
6. The initial board of directors of the Corporation shall consist
of one (1) member, whose name and address are as follows:
Gerald F. Sullivan
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6625 Highway 53 East
Suite 410-172
Dawsonville, Georgia 30534
IN WITNESS WHEREOF, the undersigned incorporator executes these
Articles of Incorporation, this 5th day of May, 2000.
/s/ THOMAS J. STALZER
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Thomas J. Stalzer, Incorporator
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