UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended OctoberJanuary 31, 20142015

o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ___________.

Commission file number: 0-9483

SPARTA COMMERCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Nevada30-0298178
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)

370 Lexington Ave.,Avenue, Suite 1806, New York, NY 10017
(Address of principal executive offices)  (Zip Code)

(212) 239-2666
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 504 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to file such files).  x Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer o
Accelerated filer o
 
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No

As of December 15, 2014,March 19, 2015, we had 26,893,21233,891,110 shares of common stock issued and outstanding.
 
 
 
 

SPARTA SPARTA COMMERCIAL SERVICES, INC.

FORM 10-Q

FOR THE QUARTER ENDED OCTOBERJANUARY 31, 20142015

TABLE OF CONTENTS

  Page
   
PART I.FINANCIAL INFORMATION 
    
Item 1.
Financial Statements (Unaudited)
3
   
 
Condensed Consolidated Balance Sheets as of OctoberJanuary 31, 20142015 and April 30, 2014
3
 
Condensed Consolidated Statements of Losses for the Three and SixNine Months Ended Octoberended January 31, 20142015 and 20132014
4
 
Condensed Consolidated Statement of DeficitStockholders’ Equity (Deficit) for the SixNine Months ended OctoberJanuary 31, 20142015
5
 
Condensed Consolidated Statements of Cash Flows for the SixNine Months Ended Octoberended January 31, 20142015 and 20132014
6
 
Notes to Unaudited Condensed Consolidated Financial Statements
7
   
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2221
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
2827
   
Item 4.
Controls and Procedures
2827
   
PART II.OTHER INFORMATION 
   
Item 1.
Legal Proceedings
2928
   
Item 1A.
Risk Factors
2928
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
2928
   
Item 3.
Defaults Upon Senior Securities
3028
   
Item 4.
Mine Safety DisclosureDisclosures
3028
   
Item 5.
Other Information
3028
   
Item 6.
Exhibits
3029
   
Signatures
3130
 
 
 
 
PART I.  FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS
ITEM SP1.                FINANCIAL STATEMENTS

SPARTA ARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
  October 31, 2014  April 30, 2014 
  (unaudited)    
ASSETS      
Cash and cash equivalents $9,558  $70,456 
Accounts receivable  164,678   182,343 
Property and equipment, net of accumulated depreciation and amortization of $201,160 and $199,367, respectively (NOTE B)  8,181   9,974 
Goodwill  10,000   10,000 
Other assets  50,887   60,992 
Deposits  117,178   40,568 
Total assets from continuing operations  360,481   374,333 
Assets from discontinued operations (NOTE C)  49,233   90,024 
Total assets $409,714  $464,357 
         
LIABILITIES AND DEFICIT        
         
Liabilities:        
         
Accounts payable and accrued expenses $1,313,311  $1,259,368 
Notes payable net of beneficial conversion feature of $366,434 and $296,384, respectively (NOTE D)  2,370,923   2,019,879 
Loans payable-related parties (NOTE E)  385,853   385,853 
Derivative liabilities  755,571   601,000 
Total liabilities from continuing operations  4,825,660   4,266,100 
Liabilities from discontinued operations (NOTE C)  97,465   130,420 
Total liabilities  4,923,125   4,396,520 
         
Deficit:        
Preferred stock, $0.001 par value; 10,000,000 shares authorized of which 35,850 shares have been designated as Series A convertible preferred stock, with a stated value of $100 per share, 125 and 125 shares issued and outstanding, respectively  12,500   12,500 
Preferred stock B, 1,000 shares have been designated as Series B redeemable preferred stock, $0.001 par value, with a liquidation and redemption value of $10,000 per share, 67 and 157 shares issued and outstanding, respectively  670   1,570 
Preferred stock C, 200,000 shares have been designated as Series C redeemable, convertible preferred, $0.001 par value, with a liquidation and redemption value of $10 per share, 0 and 0 shares issued and outstanding, respectively  -   - 
Common stock, $0.001 par value; 740,000,000 shares authorized, 24,397,250, and 20,987,353 shares issued and outstanding, respectively  24,397   20,987 
Common stock to be issued, 407,050 and 283,777, respectively  407   284 
Preferred stock B to be issued, 29 and 72.48 shares, respectively  29   72 
Additional paid-in-capital  41,621,763   41,738,613 
Subscriptions receivable  (903,309)  (2,118,309)
Accumulated deficit  (45,920,041)  (44,257,306)
Total deficiency in stockholders' equity  (5,163,583)  (4,601,588)
Noncontrolling interest  650,173   669,424 
Total Deficit  (4,513,411)  (3,932,164)
Total Liabilities and Deficit $409,714  $464,357 
  January 31, 2015  April 30, 2014 
  (unaudited)    
ASSETS      
Current Assets      
Cash and cash equivalents $7,182  $70,456 
Accounts receivable  121,827   182,343 
Other current assets  9,703   51,364 
Total Current Assets  138,712   304,163 
Property and equipment, net of accumulated depreciation and amortization of $202,057 and $199,367, respectively (NOTE B)  7,284   9,975 
Goodwill  10,000   10,000 
Other assets  9,628   9,628 
Deposits  79,777   40,568 
Total Long Term Assets  106,689   70,171 
Total Assets from continuing operations  245,400   374,333 
Assets from discontinued operations (NOTE C)  52,644   90,024 
Total assets $298,045  $464,357 
         
LIABILITIES AND DEFICIT        
         
Liabilities:        
Current Liabilities        
Accounts payable and accrued expenses $1,373,794  $1,259,368 
Current portion Notes payable  833,865   506,511 
Total Current Liabilities  2,207,659   1,765,879 
Notes payable net of beneficial conversion feature of $688,031 and $296,384, respectively (NOTE D)  1,603,368   1,513,368 
Loans payable-related parties (NOTE E)  385,853   385,853 
Derivative liabilities  1,217,287   601,000 
Total Long Term Liabilities  3,206,508   2,500,221 
Total Liabilities from continuing operations  5,414,166   4,266,100 
Liabilities from discontinued operations (NOTE C)  85,302   130,420 
Total liabilities  5,499,469   4,396,520 
         
Deficit:        
Preferred stock, $0.001 par value; 10,000,000 shares authorized of which 35,850 shares have been designated as Series A convertible preferred stock, with a stated value of $100 per share, 125 and 125 shares issued and outstanding, respectively  12,500   12,500 
Preferred stock B, 1,000 shares have been designated as Series B redeemable preferred stock, $0.001 par value, with a liquidation and redemption value of $10,000 per share, 0 and 157 shares issued and outstanding, respectively  -   1,570 
Preferred stock C, 200,000 shares have been designated as Series C redeemable, convertible preferred, $0.001 par value, with a liquidation and redemption value of $10 per share, 0 and 0 shares issued and outstanding, respectively  -   - 
Common stock, $0.001 par value; 750,000,000 shares authorized, 28,640,141 and 20,987,353 shares issued and outstanding, respectively  28,640   20,987 
Common stock to be issued, 751,980 and 283,777, respectively  752   284 
Preferred stock B to be issued, 0 and 72.48 shares, respectively  -   72 
Additional paid-in-capital  41,423,693   41,738,613 
Subscriptions receivable  -   (2,118,309)
Accumulated deficit  (47,326,498)  (44,257,306)
Total deficiency in stockholders' equity  (5,860,913)  (4,601,588)
Noncontrolling interest  659,489   669,424 
Total Deficit  (5,201,424)  (3,932,164)
Total Liabilities and Deficit $298,045  $464,357 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 
 
 
3
 
SPARTA SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
FOR THE THREE AND SIXNINE MONTHS ENDED OCTOBERJANUARY 31, 20142015 AND 20132014
(UNAUDITED)
 
 Three Months Ended  Six Months Ended  Three Months Ended  Nine Months Ended 
 October 31  October 31  January 31  January 31 
 2014  2013  2014  2013  2015  2014  2015  2014 
Revenue                        
Information technology $138,074  $118,047  $270,881  $254,164  $164,419  $99,023  $435,300  $353,187 
Cost of goods sold  48,470   38,715   86,047   76,291   49,461   37,390   135,507   113,682 
Gross profit  89,604   79,333   184,834   177,872   114,958   61,633   299,792   239,505 
                                
Operating expenses:                                
General and administrative  685,680   363,382   1,217,394   711,829   949,993   432,317   2,172,942   1,241,457 
Depreciation and amortization  897   357   1,793   2,778   897   897   2,690   3,675 
Total operating expenses  686,578   363,739   1,219,188   714,607   950,890   433,214   2,175,632   1,245,132 
                                
Loss from continuing operations  (596,974)  (284,406)  (1,034,353)  (536,735)  (835,932)  (371,581)  (1,875,840)  (1,005,627)
                                
Other (income) expense:                                
Other income  (5,011)  (17,691)  (15,779)  (38,195)  (1,205)  (21,575)  (16,984)  (59,770)
Interest expense and financing cost, net  159,810   88,088   246,651   186,121   126,385   63,117   312,417   159,249 
Non-cash financing costs  33,523   14,769   94,141   26,872 
Amortization of debt discount  189,324   120,451   314,065   195,942   240,503   99,871   554,568   295,813 
(Gain) loss in changes in fair value of derivative liability  203,825   (27,403)  (8,704)  26,720   56,287   87,638   47,583   104,483 
Total other expense  547,948   163,444   536,233   370,587   455,493   243,819   991,725   526,646 
                                
Net loss from continuing operations $(1,144,922) $(447,850) $(1,570,586) $(907,322) $(1,291,425) $(615,401) $(2,867,565) $(1,532,273)
                                
Net loss from discontinued operations  (16,653)  (267,992)  (111,017)  (278,613)  (98,017)  (98,194)  (210,988)  (376,807)
                                
Net Loss  (1,161,575)  (715,843)  (1,681,603)  (1,185,934)  (1,389,442)  (713,595)  (3,078,553)  (1,909,080)
                                
Net loss attributed to non-controlling interest  7,460   18,304   19,251   27,969 
Net loss (gain) attributed to non-controlling interest  (9,316)  21,458   9,935   43,260 
                                
Preferred dividend  (191)  (39,764)  (382)  (79,097)  (191)  (39,764)  (573)  (118,861)
                                
Net loss attributed to common stockholders $(1,154,306) $(737,302) $(1,662,735) $(1,237,064) $(1,398,950) $(731,901) $(3,069,192) $(1,984,681)
                                
Basic and diluted loss per share $(0.05) $(0.03) $(0.07) $(0.06) $(0.06) $(0.04) $(0.12) $(0.10)
                                
Basic and diluted loss per share attributed to common stockholders $(0.05) $(0.05) $(0.07) $(0.08) $(0.06) $(0.05) $(0.13) $(0.12)
                                
Weighted average shares outstanding  21,906,215   15,823,610   22,275,630   15,994,720   22,669,672   15,823,610   23,746,293   15,994,720 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
4
 
SPARTA SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENT OF DEFICITSTOCKHOLDERS’ EQUITY
FOR THE SIXNINE MONTHS ENDED OCTOBERJANUARY 31, 20142015
(UNAUDITED)UNAUDITED
 
 Series A  Series B  Series B                      
       Preferred Stock      Common Stock     Additional     Non-      Preferred Stock  Preferred Stock        Common Stock                
 Preferred Stock  Preferred Stock  Shares to be issued  Common Stock  to be issued  Subscriptions  Paid in  Accumulated  controlling     Series A Preferred Stock  Series B Preferred Stock  Common Stock  to be issued             
 Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Receivable  Capital  Deficit  Interest  Total  Shares  Amount  Shares  Amount  Shares to be issued  Shares  Amount  Shares  Amount  
Subscriptions
Receivable
  
Additional
Paid in
Capital
  
Accumulated
Deficit
  
Non-controlling
Interest
  Total 
Balance April 30, 2014  125  $12,500   157  $1,570   72  $-   20,987,353  $20,987   283,777  $284  $(2,118,309) $41,738,613  $(44,257,306) $669,424  $(3,932,164)  125  $12,500   157  $1,570   72   20,987,353  $20,987   283,777  $284  $(2,118,309) $41,738,613  $(44,257,306) $669,424  $(3,932,165)
Correcting                          345       (430)  (1)      15           14                       345       (430)  (1)      15           15 
Redemption of preferred B stock          (90)  (900)  (43)                      1,215,000   (1,330,164)          (116,107)          (157)  (1,570)  (72)                  2,118,309   (2,309,678)          (193,011)
Derivative liability reclassification                                              81,821           81,821                                           151,127           151,127 
Sale of common stock                          1,954,496   1,955   84,023   84       495,439           497,479                       3,917,026   3,918   351,269   351       721,623           725,892 
Shares issued for financing cost                          156,644   157   (31,778)  (31)      60,493           60,619                       367,340   368   (24,809)  (24)      93,798           94,141 
Shares issued for conversion of notes, interest and accounts payable                          1,026,523   1,026   11,458   11       371,490           372,527                  2,524,788   2,524   82,143   82       646,721           649,327 
Stock compensation                          240,109   240   60,000   60       126,628           126,928                       811,509   812   60,000   60       304,045           304,917 
Employee stock & options expense & revaluation                          31,780   32               77,428           77,460 
Employee stock & options expense                      31,780   32               77,428           77,460 
Net loss                                                  (1,662,735)  (19,251)  (1,681,986)                                              (3,069,192)  (9,935)  (3,079,127)
Balance October 31, 2014  125  $12,500   67  $670   29  $-   24,397,250  $24,397   407,050  $407  $(903,309) $41,621,763   (45,920,041) $650,173  $(4,513,410)
Balance January 31, 2015  125  $12,500   -  $-   -   28,640,141  $28,640   751,950  $753  $-  $41,423,691  $(47,326,498) $659,489  $(5,201,424)
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
5
 
SPARTA SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIXNINE MONTHS ENDED OCTOBERJANUARY 31, 20142015 AND 20132014
(UNAUDITED)
 
 Six Months Ended  Nine Months Ended 
 October 31  January 31 
 2014  2013  2014  2013 
            
            
CASH FLOWS FROM OPERATING ACTIVITIES            
Net Loss $(1,662,735) $(1,237,063) $(3,069,192) $(1,984,681)
Adjustments to reconcile net loss to net cash used in
operating activities:
                
Adjustments  -   (71)
Adjustment for reverse split  14   (72)
Dividend on preferred stock  382   79,097   573   118,288 
Loss allocable to non-controlling interest  (19,251)  (27,969)  (9,935)  (43,260)
Depreciation and amortization  1,793   2,778   2,690   3,675 
Amortization of debt discount  314,065   195,942   554,568   295,813 
Change in fair value of derivative liabilities  (8,704)  26,720   47,583   104,483 
Shares issued for finance cost  60,619   26,872   94,142   51,641 
Shares issued for interest payable  127,304   - 
Equity based compensation  204,386   119,037   382,377   206,511 
(Increase) decrease in operating assets:                
Accounts receivable  (98,442)  (64,117)  60,516   (132,724)
Prepaid expenses and other assets  -   - 
Restricted cash  -   - 
Other assets  (66,505)  10,705   2,452   9,140 
Increase (decrease) in operating liabilities:                
Accounts payable and accrued expenses  38,375   4,707   152,659   26,640 
Net cash used in operating activities  (1,108,713)  (863,363)  (1,781,553)  (1,344,546)
CASH FLOWS FROM INVESTING ACTIVITIES:                
Net cash provided by investing activities  -   -   -   - 
CASH FLOWS FROM FINANCING ACTIVITIES                
Net proceeds from sale of common stock  497,478   513,161   725,892   938,400 
Net proceeds from convertible notes  485,000   460,263   1,177,625   621,163 
Net payments on notes payable  (97,500)  (137,500)  (177,500)  (144,500)
Net proceeds from other notes  155,000   25,000 
Net (payment of) loan proceeds from other related parties  -   (7,407)
Net payment of other notes  -   (30,000)
Net payment of other related parties  -   (7,407)
Net cash provided by financing activities  1,039,978   853,517   1,726,017   1,377,656 
                
Cash flows from discontinued operations:                
Depreciation of assets of discontinued operations  10,902   - 
Cash (used in) operating activities of discontinued operations  -   (9,197)
Cash provided by investing activities of discontinued operations  -   - 
Cash (used in) financing activities of discontinued operations  (3,065)  - 
Cash used in operating activities of discontinued operations  (7,738)  (14,937)
Net Cash flow from discontinued operation  7,837   (9,197)  (7,738)  (14,937)
                
Net (decrease) in cash $(60,898) $(19,043)
Net (decrease) increase in cash $(63,274) $18,173 
                
Unrestricted cash and cash equivalents, beginning of period $70,456  $38,213  $70,456  $38,213 
Unrestricted cash and cash equivalents, end of period $9,558  $19,170  $7,182  $56,386 
                
Cash paid for:                
Interest $27,359  $10,807  $2,405  $16,124 
Income taxes $944  $3,664  $944  $5,064 

Non-cashNon cash investing and financing activities: Note I.activities (Note I)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
6
 
SPARTA SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBERJANUARY 31, 20142015
 
NOTE A – SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of OctoberJanuary 31, 20142015 and for the three and sixnine month periods ended OctoberJanuary 31, 20142015 and 20132014 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-K.  The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods.  Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations.  The Company believes that the disclosures provided are adequate to make the information presented not misleading.  These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended April 30, 2014 as disclosed in the Company’s Form 10-K for that year as filed with the Securities and Exchange Commission.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Specialty Reports, Inc. All significant inter-company transactions and balances have been eliminated in consolidation.

Business

Sparta Commercial Services, Inc. ("Sparta" "we," "us," or the "Company") is a Nevada corporation. We are a technology company that developdevelops and marketmarkets mobile app tools, products and services. We also provide vehicle history reports and a municipal leasing program.
 
Our roots are in the Powersports industry and our original focus was providing consumer and municipal financing to the powersports, recreational vehicle, and automobile industries (see Discontinued Operations). Presently, through our subsidiary, Specialty Reports, Inc. (SRI)(“SRI”), we offer Mobile App development, sales, marketing and support, and Vehicle History Reports.
 
We have expanded our mobile application (mobile app) marketing efforts beyond vehicle dealers to a variety of businesses including, but not limited to, race track, restaurants, hotels, and grocery stores. We also private label our mobile app framework to enable other businesses to offer custom apps to their customers.
 
Our vehicle history reports include Cyclechex (Motorcycle History Reports at www.cyclechex.com); RVchex (Recreational Vehicle History Reports at www.rvchex.com); CarVINreport (Automobile at www.carvinreport.com) and Truckchex (Heavy Duty Truck History Reports at www.truckchex.com). Our Vehicle History Reports are designed for consumers, retail dealers, auction houses, insurance companies and banks/finance companies.
 
Sparta also administers a Municipal Leasing Program for local and/or state agencies throughout the country who are seeking a better and more economical way to finance their essential equipment needs, including police motorcycles, cruisers, buses, and EMS equipment. We are continuing to expand our roster of equipment manufacturers and the types of equipment we lease.
 
The results of operations for the three and sixnine months ended October31, 2014January 31, 2015 are not necessarily indicative of the results to be expected for any other interim period or the full year ending April 30, 2015.

Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.
 
 
7
 
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBERJANUARY 31, 20142015
 
Discontinued Operations

As discussed in NOTE C, in the second quarter of fiscal 2013, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s entire portfolio of performing RISCs, and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented. The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of loss for all periods presented.

Revenue Recognition

Revenues from history report and mobile app products are recognized on a cash basis.

The Company’s leases, which are included in Discontinued Operations, are accounted for as either operating leases or direct financing leases.  At the inception of operating leases, no lease revenue is recognized and the leased motorcycles, together with the initial direct costs of originating the lease, which are capitalized, appear on the balance sheet as “motorcycles under operating leases-net”.  The capitalized cost of each motorcycle is depreciated over the lease term, on a straight-line basis, down to the Company’s original estimate of the projected value of the motorcycle at the end of the scheduled lease term (the “Residual”).  Monthly lease payments are recognized as rental income.
 
Direct financing leases are recorded at the gross amount of the lease receivable (principal amount of the contract plus the calculated earned income over the life of the contract), and the unearned income at lease inception is amortized over the lease term.
 
The Company’s Retail Installment Sales Contracts (“RISC”), which are included in Discontinued Operations,   are secured by liens on the titles to the vehicles.  The RISCs are accounted for as loans.  Upon purchase, the RISCs appear on the Company’s balance sheet as RISC loan receivable current and long term.  Interest income on these loans is recognized when it is earned. 
 
The Company realizes gains and losses as the result of the termination of leases, both at and prior to their scheduled termination, and the disposition of the related motorcycle.  The disposal of motorcycles, which reach scheduled termination of a lease, results in a gain or loss equal to the difference between proceeds received from the disposition of the motorcycle and its net book value.  Net book value represents the residual value at scheduled lease termination.  Lease terminations that occur prior to scheduled maturity as a result of the lessee’s voluntary request to purchase the vehicle have resulted in net gains, equal to the excess of the price received over the motorcycle’s net book value.

Early lease terminations also occur because of (i) a default by the lessee, (ii) the physical loss of the motorcycle, or (iii) the exercise of the lessee’s early termination.  In those instances, the Company receives the proceeds from either the resale or release of the repossessed motorcycle, or the payment by the lessee’s insurer.  The Company records a gain or loss for the difference between the proceeds received and the net book value of the motorcycle.

Inventories

Inventories are valued at the lower of cost or market, with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or realizable value.

Website Development Costs

The Company recognizes website development costs in accordance with Accounting Standards Codification (“ASC”)ASC 350-50, "Accounting for Website Development Costs." As such, the Company expenses all costs incurred that relate to the planning and post implementation phases of development of its website.  Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life.  Costs associated with repair or maintenance for the website are included in cost of net revenues in the current period expenses.

8
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014
Cash Equivalents

For the purpose of the accompanying financial statements, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.

8
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
Income Taxes

Deferred income taxes are provided using the asset and liability method for financial reporting purposes in accordance with the provisions of ASC 740-10, "Accounting for Uncertainty in Income Taxes Taxes"(“ASC 740-10”)."  Under this method, deferred tax assets and liabilities are recognized for temporary differences between the tax bases of assets and liabilities and their carrying values for financial reporting purposes and for operating loss and tax credit carry forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

ASC 740-10, “Accounting for Uncertainty in Income Taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  ASC 740-10740 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions.  As a result of implementing ASC 740-10,740, there has been no adjustment to the Company’s financial statements and the adoption of ASC 740-10740 did not have a material effect on the Company’s consolidated financial statements for the year ending April 30, 2014 or the three months or sixnine months ended OctoberJanuary 31, 2014.2015.

Fair Value Measurements
 
The Company adopted ASC 820,” “FairFair Value MeasurementsMeasurements” (“ASC 820”).”  ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets the lowest priority to unobservable inputs to fair value measurements of certain assets and Liabilities.  The three levels of the fair value hierarchy under ASC 820 are described below:
·  
Level 1 — Quoted prices for identical instruments in active markets.  Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain securities that are highly liquid and are actively traded in over-the-counter markets.

·  
Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which all significant inputs and significant value drivers are observable in active markets.

·  
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurements.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques based on significant unobservable inputs, as well as management judgments or estimates that are significant to valuation.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.  For some products or in certain market conditions, observable inputs may not always be available.
 
Impairment of Long-Lived Assets

In accordance ASC 360-10, “Impairment or Disposal of Long-Lived Assets” long-lived assets, such as property, equipment, motorcycles and other vehicles and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows or quoted market prices in active markets if available, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
 
9
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014
Comprehensive Income

In accordance with ASC 220-10, “Reporting Comprehensive Income,”" (“ASC 220-10”) establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances.  Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.  Among other disclosures, ASC 220-10 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements.  At OctoberJanuary 31, 20142015 and April 30, 2014, the Company has no items of other comprehensive income.

9
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
Segment Information

The Company adopted ASC 280-10 “Disclosures about Segments of an Enterprise and Related Information” “ASC 208-10”(“ASC 280-10”).  ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in consolidated financial reports issued to stockholders.  ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas.  Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions how to allocate resources and assess performance.  The information disclosed herein, materially represents all of the financial information related to the Company's principal operating segments.

In the second quarter of fiscal 2013, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s portfolio of performing RISCs and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented. The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of loss for all periods presented. As these lines of business were discontinued during the fiscal year ending April 30, 2013, the Company has discontinued segment reporting.

Stock Based Compensation

The Company adopted ASC 718-10, “Compensation-StockStock Compensation Overall””, (“ASC 718-10”), which records compensation expense on a straight-line basis, generally over the explicit service period of three to five years.

ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model.  The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statement of Operations.  The Company is using the Black-Scholes option-pricing model as its method of valuation for share-based awards.  The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables.  These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and certain other market variables such as the risk free interest rate.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and receivables.  The Company places its cash and temporary cash investments with high credit quality institutions.  At times, such investments may be in excess of the FDIC insurance limit.
 
10
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014
Property and Equipment

Property and equipment are recorded at cost.  Minor additions and renewals are expensed in the year incurred.  Major additions and renewals are capitalized and depreciated over their estimated useful lives.  Depreciation is calculated using the straight-line method over the estimated useful lives.  Estimated useful lives of major depreciable assets are as follows:

Leasehold improvements
3 years
Furniture and fixtures
7 years
Website costs
3 years
Computer Equipment
5 years

Advertising Costs

The Company follows a policy of charging the costs of advertising to expenses incurred. During the sixthree months ended OctoberJanuary 31, 20142015 and 2013,2014, the Company incurred zero and $26,650 in advertising costs, of $3,819 and $8,500, respectively. During the threenine months ended OctoberJanuary 31, 20142015 and 2013,2014, the Company incurred $3,919 and $41,000 in advertising expenses of zero and $4,250,costs, respectively.

10
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
Net Loss Per Share

The Company uses ASC 260-10, “Earnings Per Share” for calculating the basic and diluted loss per share.  The Company computes basic loss per share by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding.  Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.

Per share basic and diluted net loss attributable to common stockholders amounted to $0.05$0.06 and $0.05 for the three months ended OctoberJanuary 31, 20142015 and 2013,2014, respectively, and $0.07$0.13 and $0.08$0.12 for the sixnine months ended OctoberJanuary 31, 20142015 and 2013,2014, respectively.  At OctoberJanuary 31, 2015 and 2014, 1,925,853 and 2013, 8,789,459 and 5,586,766 potential5,759,888 common equivalent shares, respectively, were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

Liquidity

As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred a net loss attributed to common stockholders of $1,662,735$3,069,192 and $1,237,064$1,984,681 during the sixnine months ended OctoberJanuary 31, 2015, and 2014, respectively and October$3,265,648 for the year end April 30, 2014.  The Company had a negative net worth of $5,201,424 at January 31, 2013, respectively. The Company’s liabilities exceed its assets by $4,513,411 as of October 31, 2014.2015.
 
Reclassifications

Certain reclassifications have been made to conform to prior periods' data to the current presentation.  These reclassifications had no effect on reported losses.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or applications to specific industries and are not expected to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations or cash flows.
11
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014

NOTE B – PROPERTY AND EQUIPMENT

Major classes of property and equipment at OctoberJanuary 31, 20142015 and April 30, 2014 consist of the followings:

 
October 31,
2014
 
April 30,
2014
  
January 31,
2015
 
April 30,
2014
 
Computer equipment, software and furniture
 
$
209,341
 
$
209,341
  
$
209,341
 
$
209,342
 
Less: accumulated depreciation
  
(201,160
) 
  
(199,367
)
  
(202,057
) 
  
(199,367
)
Net property and equipment
 
$
8,181
 
$
9,974
  
$
7,284
 
$
9,975
 

Depreciation expense of continuing operations for property and equipment was $1,793$2,690 and $2,778,$3,675, respectively for the sixnine months ended OctoberJanuary 31, 20142015 and 20132014 and $897 and $357,$897, respectively for the three months ended OctoberJanuary 31, 20142015 and 2013.2014.

NOTE C – DISCONTINUED OPERATIONS

In the second quarter of fiscal 2013, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s portfolio of performing RISCs and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented. 
 
11
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of loss for all periods presented. The following table presents summarized operating results for those discontinued operations.

 Six Months Ended  Nine Months Ended 
 October 31, October 31,  January 31, January 31, 
 2014 2013  2015 2014 
          
Revenues
 
$
23,163
 
$
58,997
  
$
32,394
 
$
78,447
 
Net (loss)
 
$
(111,017
) 
 
$
(278,613
)
 
$
(210,988
) 
 
$
(376,807
)
 
As the Company sold all of its entire portfolio of performing RISCs, and a portion of its portfolio of leases with the remaining leases in final run-off mode, therefore there no portfolio performance measures were calculated for the sixnine months ended OctoberJanuary 31, 30143015 or the year ending April 30, 2014.

ASSETS INCLUDED IN DISCONTINUED OPERATIONS
 
MOTORCYCLES AND OTHER VEHICLES UNDER OPERATING LEASES

Motorcycles and other vehicles under operating leases at OctoberJanuary 31, 20142015 and April 30, 2014:

 October 31, April 30,  January 31, April 30, 
 2014 2014  2015 2014 
Motorcycles and other vehicles
 
$
33,518
 
$
60,686
  
$
33,518
 
$
60,686
 
Less: accumulated depreciation
  
(3,525
)
  
(3,986
)
  
(9,145
)
  
(5,017
)
Motorcycles and other vehicles, net of accumulated depreciation
 
29,992
 
56,700
  
24,373
 
55,669
 
Less: estimated reserve for residual values
  
(957
)
  
(1,030
)
  
(2,437
)
  
(4,252
)
Motorcycles and other vehicles under operating leases, net
 
$
29,036
 
$
55,670
  
$
21,936
 
$
51,417
 
 
At April 30, 2014, motorcycles and other vehicles are being depreciated to their estimated residual values over the lives of their lease contracts. Depreciation expense for vehicles for the sixnine months ended OctoberJanuary 31, 20142015 was $10,902$15,565 and for the year ended April 30, 2014 it was $29,411. All of the assets are pledged as collateral for the note described in SECURED NOTES PAYABLE in this Note C.  These remaining leases are in a run-off mode. 
 
12
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014
INVENTORY
 
Inventory is comprised of repossessed vehicles and vehicles which have been returned at the end of their lease. Inventory is carried at the lower of depreciated cost or market, applied on a specific identification basis. At OctoberJanuary 31, 20142015 and at April 30, 2014, the Company had no repossessed vehicles which are held for resale.
 
RETAIL (RISC) LOAN RECEIVABLES

All of the Company’s RISC performing loan receivables were sold in August 2013.2012.  As of OctoberJanuary 31, 20142015 and April 30, 2014, the Company had: RISC loans net of $19,016loss reserves of $17,372 and $20,345,$19,221, respectively, and deficiency receivables of $3,395$3,132 and $0, respectively. At OctoberJanuary 31, 20142015 and at April 30, 2014, the reserve for doubtful RISC loan receivables was $2,500$1,644 and $1,124, respectively.
 
As the Company sold all of its portfolio of RISCs, and a portion of its portfolio of leases with the remaining leases in final run-off mode, therefore there no portfolio performance measures were calculated for the quarterthree or sixnine months ending OctoberJanuary 31, 20142015 or the year ending April 30, 2014.
12
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
 
LIABILITIES INCLUDED IN DISCONTINUED OPERATIONS

SECURED NOTES PAYABLE

 October 31, April 30,  January 31, April 30, 
 2014 2014  2015 2014 
          
Secured, subordinated individual lender (a)
 
$
85,385
 
$
117,508
  
$
72,018
 
$
117,508
 
Secured, subordinated individual lender (b)
  
12,080
  
12,912
   
12,080
  
12,912
 
Total
 
$
97,465
 
$
130,420
  
$
85,302
 
$
130,420
 
 
(a) The Company had financed certain of its leases and RISCs through two third parties. The repayment terms are generally one year to five years and the notes are secured by the underlying assets. The weighted average interest rate at OctoberJanuary 31, 20142015 is 15.29%.
(b)  On October 31, 2008, the Company purchased certain loans secured by a portfolio of secured motorcycle leases (“Purchased Portfolio”) for a total purchase price of $100,000.  The Company paid $80,000 at closing, $10,000 in April 2009 and agreed to pay the remaining $10,000 upon receipt of additional Purchase Portfolio documentation. As of October 31, 2014, no such documents have been received. Proceeds from the Purchased Portfolio started accruing to the Company beginning November 1, 2008. To finance the purchase, the Company issued a $150,000 Senior Secured Note dated October 31, 2008 (“Senior Secured Note”) in exchange for $100,000 from the holder.  Terms of the Senior Secured Note require the Company to make semi-monthly payments in amounts equal to all net proceeds from Purchased Portfolio lease payments and motorcycle asset sales received until the Company has paid $150,000 to the holder. The Company was obligated to pay any remainder of the Senior Secured Note by November 1, 2009 which was extended to May 1, 2014, and has granted the note holder a security interest in the Purchased Portfolio. On January 31, 2014,2011, the holder converted $50,000 of the outstanding balance of the Senior Secured Note into 60,606 shares of the Company’s restricted common stock. The note,Senior Secured Note, which had an outstanding balance of $12,080 at OctoberJanuary 31, 2014,2015, has been extended to August 31,May 1, 2015.

At OctoberJanuary 31, 2014,2015, the notes payable mature as follows:

Year ended October 31, Amount 
2015
 
$
97,465
 
Total Due
 
$
97,465
 
Year ended January 31, Amount 
2016
 
$
85,302
 
Total Due
 
$
85,302
 
NOTE D – NOTES PAYABLE
Notes Payable 
January 31,
2015
  
April 30,
2014
 
Notes convertible at holder’s option (a)
 
$ 
2,600,263
  
$ 
1,901,263
 
Notes with interest only convertible at Company’s option (b)
  
285,000
   
390,000
 
Non-convertible notes payable (c)
  
240,000
   
25,000
 
Subtotal
  
3,125,263
   
2,316,263
 
Less, Debt discount
  
(688,031
)
  
(296,384
)
Total
 
$
2,437,232
  
$
2,019,879
 
 
 
13
 
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBERJANUARY 31, 2014
2015
NOTE D – NOTES PAYABLE
 
Notes Payable 
October 31,
2014
  
April 30,
2014
 
Notes convertible at holder’s option (a)
 
$ 
2,167,358
  
$ 
      1,901,263
 
Notes with interest only convertible at Company’s option (b)
  
 390,000
   
390,000
 
Non-convertible notes payable (c)
  
  180,000
   
25,000
 
Subtotal
  
2,737,357
   
2,316,263
 
Less, Debt discount
  
(366,434
)
  
 (296,384
)
Total
 
$
2,370,923
  
$
2,019,879
 
(a)  Notes convertible at holder’s option consists of:
(i)                            a $1,258,368,$1,293,368, 8% note originally due April 30, 2013,2014, but subsequently amended to such time as the law suit filed by the Company (see: PART II, ITEM 1 LEGAL PROCEEDINGS) is fully adjudicated, convertible at the holder’s option at $0.495 per share. In fiscal 2012, theThe Company had recorded a $663,403 beneficial conversion discount for this note which was fully amortized during fiscal 2013;2014; 
(ii)                           (a) a $56,500, 6% note due June 30, 2015.2015, and (b) a $40,000 note due December 23, 2015 The Company has recorded beneficial conversion discounts totaling $56,500$85,465 for the note.notes. The discount isdiscounts are being fully amortized over the termsterm of the note.notes.   The note isnotes are convertible at the note holder’s option at a variable conversion prices such that during the period during which the notes are outstanding, with all notes convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 1,356,9934,753,694 shares of its common stock for conversion pursuant to the terms of the note.notes.  In the event the note isnotes are not paid when due, the interest rate is increased to eighteen percent until the note is paid in full;
(iii)                          (a) a $25,000, 12% convertible note due May 27, 2014.2014 (the “Debenture”). The noteDebenture is convertible at $0.59 per share. If the Company has not redeemed the outstanding principal and accrued interest of this Debenture in cash by the Maturity Date and the original Debenture between the Holder and the Company dated September 19, 2007 is no longer outstanding for every 30 day period past the Maturity Date of which the principal balance an any accrued interest of this Debenture remain outstanding, the Company shall issue the Holder the greater of (i) 1,333 shares of the Company’s restricted common stock or (ii) the number of shares of the Company’s restricted common stock equal to $2,000 determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 19th of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under this Paragraph 12 of the Debenture, the Debenture shall be considered past due but not in default. The Company issued the holder 5,000 shares of its restricted common stock as inducement for the loan, and (b) a $50,000, 12% note, due March 20, 2015, convertible at the holder’s option at $0.59 per share), the Company issued the holder 10,000 shares of its restricted common stock as inducement for the loan. In fiscal 2012, the Company has recorded a $50,000 beneficial conversion discount for this note. The discount is being fully amortized over the term of the note;
(iv)                           seven notes aggregating $118,250, all due August 15, 2015 with interest ranging from 15% to 20%, with accrued interest compounding monthly at 8%,. On one $25,000 note which had been past due, the Company is paying 667 monthly penalty shares until the note is paid in full on one $25,000 note which had been past due, allfull. All of the notes are convertible at the holder’s option at $0.25 per share. In fiscal 2012, the Company has recorded a $5,340 beneficial conversion discount for these notes. The discount is being fully amortized over the term of the notes; 
(v)                           three notes aggregating $106,250, all due August 15, 2015 with interest ranging from 20% to 25% with accrued interest compounding monthly at 8%, all of the notes are convertible at the holder’s option at $0.25 per share.  In fiscal 2012, the Company has recorded a $6,120 beneficial conversion discount for these notes. The discount is being fully amortized over the term of the notes;   
    
14
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014
(vi)                          a $59,000, 5% convertible note due AprilDecember 16, 2015. This lender has committed to lend up to $330,000 (three hundred thousand) inis the formfinal tranche of a $165,000 note. The lender may lend additional consideration to the Company in such amounts and at such dates as Lender may choose in its sole discretion.  The principal sum due to lender shall be prorated based on the consideration actually paid by lender (plus an approximate 10% original issue discount that is prorated based on the consideration actually paid by the lender as well as any other interest or fees) such that the borrower is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this note. The second note has been amended to include a 3% closing fee on the amount of each sum advanced plus a 5% due diligence fee on the amount of each sum advanced. The combined fees shall be added to the sum advanced for all purposes under the Note, including when calculating the amount of the interest charge. The maturity date is one year from the effective date of each payment and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable.  The Conversion Priceconversion price is the lesser of $1.20 or 70% of the average of the three lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the shares are chilled for deposit into the DTC system and only eligible for Xclearing deposit an additional 7.5% discount shall apply).  Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. In fiscal 2014, theThe Company has recorded a $39,784$29,333 beneficial conversion discount for the note. The discount is being fully amortized over the initial term of the note;
14
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
(vii)                         a $13,720 outstanding balance of a  $27,500, 5% convertible note due October 21, 2014,(a) a $27,500, 5% convertible note due January 28, 2015, and(b) a $27,500, 5% convertible note due April 29, 2015.2015 and (c) a $27,500 convertible note due January 28, 2016. This lender has committed to lend up to $165,000. The lender may lend additional consideration to the Company in such amounts and at such dates as Lenderlender may choose in its sole discretion.  The principal sum due to lender shall be prorated based on the consideration actually paid by lender (plus an approximate 10% original issue discount that is prorated based on the consideration actually paid by the lender as well as any other interest or fees) such that the borrowerCompany is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this note.  The maturity date of each note is one year from the effective date of each payment and is the date upon which the Principal Sumprincipal sum of this Note,note, as well as any unpaid interest and other fees, shall be due and payable.  The Conversion Priceconversion price for the notes is the lesser of $0.60 or 70% of the lowest closing price during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company. (In the case that conversion shares are not deliverable by DWAC, the principal amount of the note shall be increased by $10,000, and the conversion price shall be redefined to equal the lesser of (a) $0.60 or (b) 50% of the lowest closing price during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company).  Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. In fiscal 2014, the Company has recorded a $49,085$59,437 beneficial conversion discount for the notes. The discounts are being fully amortized over the terms of the notes; (d) $500 outstanding balance on a $13,900, and 10% convertible note due June 1, 2014. The Conversion Price for this note is the lesser of $0.50 or 70% of the lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company. (In the case that conversion shares are not deliverable by DWAC, the principal amount of the note shall be increased by $15,000, and the conversion price shall be redefined to equal the lesser of (a) $0.005 or (b) 50% of the lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company). In fiscal 2014, the Company has recorded an $11,158 beneficial conversion discount for the note. The discount is being fully amortized over the term of the note; and $625 outstanding balance on a $60,000, 12% convertible note due March 20, 2015. The Conversion Price for this note is 65% of the lowest closing price during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company. (In the case that conversion shares are not deliverable by DWAC, the principal amount of the note shall be increased by $15,000, and the conversion price shall be redefined to equal the lesser of (a) $0.005 or (b) 50% of the lowest closing price during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company). In fiscal 2014, the Company has recorded a $32,309 beneficial conversion discount for the note. The discount is being fully amortized over the term of the note;  
(viii)                        athree, $55,000 8% convertible notenotes due February 25, 2015, and a $55,000 convertible note due April 27, 2015. Both2015, and January 26, 2016. The notes are convertible at a 40% discount from the lowest closing price for the twenty trading days prior to conversion. The Company has recorded a $99,161$128,494 beneficial conversion discount for the two notes. The discount is being fully amortized over the initial term of the notes. The Company had reserved up to 918,0005,951,586 shares of its common stock for conversion pursuant to the terms of the notes.  In the event the note isnotes are not paid when due, the interest rate is increased to fifteen percent until the notes are paid in full;  
 
15
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014
(ix)                           (a) a $42,500, 8% note due February 2, 2015, $37,500, 8% note due April 27, 2015, a$32,500,$32,500, 8% note due June 3, 2015 and2015; (b) a $33,000, 8% note due July 14, 2015; (c) a $33,000, 8% note due August 16, 2015 ; and (d) a $33,000, 8% note due October 5, 2015. The Company has recorded a beneficial conversion discount of $114,215$86,721 for the notes. The discount is being fully amortized over the term of the notes.   The notes are convertible at the note holder’s option at a variable conversion prices such that during the period during which the notes are outstanding, with all notes convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company hadhas reserved up to 2,900,0003,500,000 shares of its common stock for conversion pursuant to the terms of the note.notes.  In the event the note isnotes are not paid when due, the interest rate is increased to twenty-two percent until the note isnotes are paid in full;
(x)                             a $20,000 outstanding balance of a $40,000, 6% note due April 3, 2015. In fiscal 2014, the Company has recorded a beneficial conversion discount of $20,085 for the note. The discount is being fully amortized over the term of the note.   The note is convertible at the note holder’s option at the lesser of $1.20 or a variable conversion of 65% multiplied by the lowest VWAP in the five trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 310,000 shares of its common stock for conversion pursuant to the terms of the note.  In the event the note is not paid when due, the interest rate is increased to twenty-two percent until the note is paid in full; and
(xi)                            a $44,770, 5% note due April 15, 2016. In fiscal 2014, the Company has recorded a beneficial conversion discount of $35,816 for the note. The discount is being fully amortized over the term of the note.   The note is convertible at the note holder’s option at the rate of 1.5 shares of common stock for each dollar converted.  In the event the note is not paid when due, the interest rate is increased to eighteen percent until the note is paid in full; and
(xii) (xi)                           (a) a $50,000, 8% note due December 20, 2014. The Company has recorded a beneficial conversion discount of $36,207 for the note. The discount is being fully amortized over the term of the note.   The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of three lowest trades in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 340,000 shares of its common stock for conversion pursuant to the terms of the note, and; (b) a $55,000, 12% note due February 19, 2015. The Company has recorded a beneficial conversion discount of $48,015 for the note. The discount is being fully amortized over the term of the note.   The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest trades in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”) ;(c) $52,500 outstanding under a 12% note due December 22, 2015. The Company has recorded a beneficial conversion discount of $67,806 for the note. The discount is being fully amortized over the term of the note.   The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of three lowest trades in the twenty trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); and (d) a $55,000, 12% note due June 22, 2015. The Company has recorded a beneficial conversion discount of $48,015 for the note. The discount is being fully amortized over the term of the note.   The note is convertible at the note holder’s option at  a variable conversion of 58% multiplied by the average of the three lowest trades in the twenty trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 325,0003,673,750 shares of its common stock for conversion pursuant to the terms of the notes.
15
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
 (xii)                          (a) $55,000 outstanding under a $220,000, 10% note due May 24, 2015 and (b) $55,000 outstanding under the same note due July 27, 2015. The Company has recorded a beneficial conversion discount of $105,364 for the notes. The discount is being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at  a variable conversion of 58% multiplied by the lowest trading price in the five trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 7,000,000 shares of its common stock for conversion pursuant to the terms of the notes. 
 (xiii)                         a $55,125, 8% convertible note due December 9, 2015. The Company has recorded a beneficial conversion discount of $55,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at  a variable conversion of 60% multiplied by the average of the three lowest closing prices in the fifteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 1,654,000 shares of its common stock for conversion pursuant to the terms of the note. 
 (xiv)                        a $50,000, 10% convertible note due December 15, 2015.  The Company has recorded a beneficial conversion discount of $39,400 for the note. The discount is being fully amortized over the term of the notes.   The note is convertible at the note holder’s option at a variable conversion prices such that during the period during which the note is outstanding at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the five trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”).
  
(b) Notes with interest only convertible at Company’s option consist of:
 (i)                            a 22% note in the amount of $10,000 due May 31, 2015;
 (ii)                           a $25,000 note due May 1, 2011, which was extended to October 31, 2013. The Company is paying the note holder 3,333 shares per month until the note is paid or renegotiated. So long as the Company pays the monthly shares this note is not in default. Interest is payable on the $10,000 note at the Company’s option and on the $25,000 note at the holder’s option in cash or in shares at the rate of $1.50 per share;
(iii)                          a $315,000,$210,000, 12.462% note due April 30, 2014, but subsequently amended to such time as the law suit filed by the Company (see: PART II, ITEM 1 LEGAL PROCEEDINGS) is fully adjudicated. Interest is payable quarterly with a minimum or $600 in cash with the balance payable in cash or stock at the Company’s options calculated as the volume weighted average price of the Company’s common stock for the ten day trading period immediately preceding the last day of each three month period;
(iv)                          a $25,000 8% note due May 31, 2015, the Company issued the note holder 5,000 shares of its common stock in connection with this loan Pursuant to the terms of this note, the Company is required to issue to the note holder 5,000 shares of its common stock for each month or portion thereof that the note remains unpaid. Interest is payable on all this note at the Company’s option in cash or in shares at the rate of $0.35 per share; and a
(v)                            $15,000 5% note due May 31, 2015, the Company agreed to issue the note holder 5,000 shares of its common stock in connection with this loan.
 
16
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014
(c) Non-convertible notes consist of:
 (i)                            a $25,000 note due May 31, 2015 which bears no interest. Pursuant to the terms of this note, the Company is required to issue to the note holder 1,000 shares of its common stock for each month or portion thereof that the note remains unpaid;
 (ii)                           a $75,000, 20% note due March 18, 2015. The note is secured by 640,197 shares of the Company’s restricted common stock. The Company issued this Noteholder 106,700 shares of restricted common stock as inducement for the loan; and
 (iii)                          two $20,000, 8% notes due January 5, 2015. The notes are secured by a $37,401 security deposit. In case of default the interest rate is increased to eighteen percent and the Company shall issue each noteholder 10,000 shares of its restricted common stock for every ten day period the notes remain unpaid.
(iv)                          a $40,000, 8% note due December 31, 2014. The Company agreed to issue 10,000 shares of restricted common stock as an inducement for the loan.
loan  and pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid; and

 (iv)                          a $100,000, 8% note due July 31, 2016. This note is collateralized by a security deposit in the amount of $76,610 held by the Company’s landlord.
Amortization of Beneficial Conversion Feature for the sixnine months ended OctoberJanuary 31, 2015 and 2014 was $554,568 and 2013 was $314,065 and $195,942,$295,813, respectively and for the fiscal year ended April 30, 2014 was $417,291.
16
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
 
The Company's derivative financial instruments consist of embedded derivatives related to the outstanding short term Convertible Notes Payable. These embedded derivatives include certain conversion features indexed to the Company's common stock. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related items at their fair values as of the inception date of the Convertible Notes Payable and at fair value as of each subsequent balance sheet date. In addition, under the provisions of Accounting Standards Codification subtopic 815-40, Derivatives and Hedging; Contracts in Entity's Own Equity ("ASC 815-40"), as a result of entering into the Convertible Notes Payable, the Company is required to classify all other non-employee stock options and warrants as derivative liabilities and mark them to market at each reporting date. Any change in fair value inclusive of modifications of terms will be recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge. If the fair value of the derivatives is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income.

Derivative liabilities related to notes payable increased by a net of $221,450$671,391 during the sixnine months ended OctoberJanuary 31, 20142015 to $583,800.  $81,821$1,033,742.  $151,127 of this amount was charged to additional-paid-in-capital upon payoff or full conversion of notes payable. Derivative liabilities related to outstanding warrants decreased by a net of $66,878$55,104 to $183,544 during the sixnine months ended OctoberJanuary 31, 2014 to $171,771.
2015.

The change in fair value of the derivative liabilities of warrants outstanding at OctoberJanuary 31, 20142015 was calculated with the following average assumptions, using a Black-Scholes option pricing model are as follows:
 
Significant Assumptions:    
Risk free interest rate
Ranging from
 0.15
%
to
 1.02
%
Expected stock price volatility
      140
% 
Expected dividend payout
      0 
Expected options life in years
Ranging from
 .15
 year
to
 3.17
 years
Significant Assumptions:
Risk free interest rate
Ranging from
0.143% to 0.695
%
Expected stock price volatility
168
% 
Expected dividend payout
0
Expected options life in years
Ranging from
.83 year to 2.73
 years

The change in fair value of the derivative liabilities of convertible notes outstanding at OctoberJanuary 31, 20142015 was calculated with the following average assumptions, using a Black-Scholes option pricing model are as follows:
 
Significant Assumptions:    
Risk free interest rate
Ranging from
 0.039
%
to
 0.074
%
Expected stock price volatility
      140
% 
Expected dividend payout
      0 
Expected options life in years
Ranging from
 .22
 year
to
 .9
 year
         
Significant Assumptions:
Risk free interest rate
Ranging from
0.01% to 0.145
%
Expected stock price volatility
168
% 
Expected dividend payout
0
Expected options life in years
Ranging from
.0 year to1
 year
  
17
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014

The value of the derivative liability was re-assessed as of OctoberJanuary 31, 20142015 resulting in a gainloss to the consolidated statement of operations of $8,704$47,583 for the sixnine months ended October31, 2014January 31, 2015 and a loss to the consolidated statement of operations of $203,825$56,287 for the three months ended OctoberJanuary 31, 2014.2015.
 
 
October 31,
2014
 
Note Derivative Liability and Warrant Derivative Liability:
 
January 31,
2015
 
Opening balance, April 30, 2014
 
$
601,000
  
$
601,000
 
Derivative liability reclassified to additional paid in capital
 
(81,821
) 
 
(151,127
) 
Derivative financial liability arising on the issue of convertible notes
 
465,047
  
1, 321,982
 
Fair value adjustments
  
  (228,655
)
  
  (554,568
)
Closing balance
 
$
755,571
  
$
1,217,287
 
 
NOTE E – LOANS PAYABLE TO RELATED PARTIES

As of OctoberJanuary 31, 20142015 and April 30, 2014, aggregated loans payable, without demand and with no interest, to officers and directors were $385,853 and $385,853, respectively. 

NOTE F – EQUITY TRANSACTIONS

On May 18, 2013,2012, the Company’s Board of Directors declared effective a one for seventy-five reverse common stock split. All per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively adjusted to the earliest period presented for the effect of this reverse stock split.
17

SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
The Company is authorized to issue 10,000,000 shares of preferred stock with $0.001 par value per share, of which 35,850 shares have been designated as Series A convertible preferred stock with a $100 stated value per share, 1,000 shares have been designated as Series B Preferred Stock with a $10,000 stated value per share, liquidation value, and 200,000 shares have been designated as Series C Preferred Stock with a $10 per share liquidation value, and 740,000,000750,000,000 shares of common stock with $0.001 par value per share.  The Company had 125 and 125 shares of Series A preferred stock issued and outstanding as of OctoberJanuary 31, 20142015 and April 30, 2014.2014, respectively.  The Company had 67no and 157 shares of Series B preferred stock issued and outstanding as of OctoberJanuary 31, 20142015 and April 30, 2014, respectively.  The Company had nilno shares of Series C preferred stock issued and outstanding as of OctoberJanuary 31, 20142015 and April 30, 2014.2014, respectively. The Company has 24,397,25028,640,141 and 20,987,353 shares of common stock issued and outstanding as of OctoberJanuary 31, 20142015 and April 30, 2014, respectively.

Preferred Stock Series A

During the sixnine months ended OctoberJanuary 31, 2014,2015, there were no transactions in Series A Preferred, however, at OctoberJanuary 31, 2014,2015, there were $7,186$7,389 of accrued dividends payable on the Series A Preferred, compared to the accrual of $6,803 at April 30, 2014.  At the Company’s option, these dividends may be paid in shares of the Company’s Common Stock.

Preferred Stock Series B

During the sixnine months ended OctoberJanuary 31, 2014,2015, pursuant to the terms of the Series B Preferred Stock, the Company redeemed 90and returned to treasury all shares of Series B Preferred Stock and 43.11all shares of to be issued Series B Preferred Stock by exchanging the shares for $1,215,000$2,118,309 of note subscription receivables and $116,107$204,458 of interest receivable thereon. Subsequent to this redemption there were 67no shares of Series B Preferred Stock outstanding and there were 29.37no shares of Series B Preferred Stock payable.

Preferred Stock Series C

There were noNo shares of Preferred Stock Series C Preferred Stockwere issued and outstanding at Octoberduring the nine months ended January 31, 2014 and at April 30, 2014.2015.

Common Stock

During the sixnine months ended OctoberJanuary 31, 2015 and the nine months ended January 31, 2014, the Company expensed  $204,388$382,377 and $206,511, respectively, for non-cash charges related to stock and option compensation expense.
18
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014

During the sixnine months ended OctoberJanuary 31, 2014,2015, the Company:
  
● sold 2,038,5194,268,295 shares of common stock to eighteen accredited investors for $497,479,$725,892, of which 185,900351,269 shares remained to be issued at OctoberJanuary 31, 2014 and 101,877 shares were classified as to be issued at April 30, 2014,2015,
● issued 888,3652,468,771 shares of common stock upon the conversion of convertible notes and accrued interest in the amount of $325,463,$602,263, of which 122,451 shares were classified as to be issued at April 30, 2014 and 153,91082,143 shares remained to be issued at OctoberJanuary 31, 2014,2015,
● issued 207,787367,340 shares of common stock valued at $60,619$94,141 pursuant to terms of various notes of which 60,000no shares remained to be issued at OctoberJanuary 31, 2014,2015, and issued 16,66624,809 shares were classified as to be issued at April 30, 2014.,2014,
●issued 240,109811,509 shares of common stock valued at $126,928$304,917 pursuant to consulting agreements,
●issued 138,160 shares of common stock in payment of $47,064 in accounts payable of which 20,000 shares were classified as to be issued at April 30, 2014, and
●issued 31,780 shares of common stock valued at $14,269$77,460 to three employees in exchange for their outstanding stock purchase options.

NOTE G – NONCONTROLLING INTEREST

For the sixnine months ended OctoberJanuary 31, 2014,2015, the non-controlling interest is summarized as follows:
 
  Amount 
Balance at April 30, 2014
 
$
669,424
 
Noncontrolling interest’s share of losses
  
(19,251
) 
Balance at October 31, 2014
 
$
650,173
 
  Amount 
Balance at April 30, 2014
 
$
669,424
 
Non-controlling interest’s share of losses
  
(9,935
) 
Balance at January 31, 2015
 
$
659,489
 

18

SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015
 
NOTE H – FAIR VALUE MEASUREMENTS

The Company follows the guidance established pursuant to ASC 820 which established a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The table below summarizes the fair values of our financial liabilities as of OctoberJanuary 31, 2014:2015:
 
     Fair Value Measurement Using 
  
Fair Value at
 October 31,
 2014
  
 
 
Level 1
  
 
 
Level 2
  
 
 
Level 3
 
Derivative liabilities
 
$
755,571
   
-
   
-
  
$
755,571
 
  Fair Value at  Fair Value Measurement Using 
  January 31,          
  2015  Level 1  Level 2  Level 3 
Derivative liability
 
$
1,217,287
  
$
-
  
$
-
  
$
1,217,287
 
 
The following is a description of the valuation methodologies used for these items:

Derivative liability — these instruments consist of certain variable conversion features related to notes payable obligations and certain outstanding warrants. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.

The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC Topic 825 “The Fair Value Option for Financial Issuances”.
 
19
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2014
Changes in Derivative liability during the sixnine months ended OctoberJanuary 31, 20142015 were:
       
   Increased Decrease      Increased Decrease   
 April 30, During in Fair October 31,  April 30, During in Fair January 31, 
 2014 Period Value 2014  2014 Period Value 2015 
                  
Derivative liability
 
$
601,000
 
$
465,047
 
$
310,476
 
$
755,571
  
$
601,000
 
$
1,249,787
 
$
633,499
 
$
1,217,287
 
Total
 
$
601,000
 
$
465,047
 
$
310,476
 
$
755,571
  
$
601,000
 
$
1,249,787
 
$
633,499
 
$
1,217,287
 

NOTE I – NON-CASH FINANCIAL INFORMATION

During the sixnine months ended OctoberJanuary 31, 2014,2015, the Company:
● issued 888,3652,468,771 shares of common stock upon the conversion of convertible notes and accrued interest in the amount of $325,463,$602,263, of which 122,451 shares were classified as to be issued at April 30, 2014 and 153,91082,143 shares remained to be issued at OctoberJanuary 31, 2014,2015.
● issued 156,644367,340 shares of common stock valued at $60,619$94,141 pursuant to terms of various notes of which 16,666 were classified as to be issued at April 30, 2014 and 60,000no shares remained to be issued at OctoberJanuary 31, 2014, and2015.
●issued 138,160 shares of common stock in payment of $47,064 in accounts payable of which 20,000 shares were classified as to be issued at April 30, 2014.
 
NOTE J – SUBSEQUENT EVENTS
During November and through December 19, 2014, the Company:

Issued 605,179 shares of common stock upon the conversion of $76,020 of notes and accrued interest thereon.

·Sold 1,193,288 shares of common stock to four accredited investors for $123,400.

·Issued 123,813 shares valued at $20,567 pursuant to the terms of notes.

·  Issued 362,000 shares of common stock valued at $109,990 to a consultant.

·  Issued 211,682 shares listed as to be issued at October 31, 2014.

·  Borrowed pursuant to a $55,125, 8% note due December 12, 2015.  The note is convertible at the note holder’s option at  a variable conversion of 60% multiplied by the average of the three closing prices in the fifteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate. This lender has committed to lend the Company an additional $52,500 under the same terms on or before August 9, 2015 so long as the Company continues to meet the current information requirements under Rule 144 of the Securities Act of 1933, as amended.
·  Borrowed pursuant to a $33,000, 8% note due August 19, 2015. The note is convertible at the note holder’s option at a variable conversion price of 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”).

·  Borrowed $55,000 pursuant to a $220,000, 10% note due November 24, 2015. The note holder has the right but not the obligation, subject to the Company’s agreement, to advance the remaining $165,000 balance of the note on or before the due date. The note is convertible at the note holder’s option at a variable conversion prices of 58% multiplied by the lowest closing price for the common stock during the five trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”).

Borrowed $65,000 pursuant to a $100,000, 8% secured note due July 31, 2016, and re-classed $35,000 of existing debt due this note holder into this note. The Company issued this note holder 100,000 shares of common stock as inducement for this loan. The note is secured by a $76,610 security deposit.

 
2019
 
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBERJANUARY 31, 20142015

NOTE K–J – SUBSEQUENT EVENTS

In February and through March 5, 2015, the Company:

Issued 2,114,322 shares of common stock upon the conversion of $94,330 of notes and accrued interest thereon.
Sold 1,296,830 shares of common stock to four accredited investors for $77,781, of which 367,462 shares remain to be issued.
Issued, pursuant to the terms of notes, 185,952 shares, with another 272,331 shares be issued, all valued at $40,592.
Issued 100,000 shares of common stock valued at $12,000 as payment for accounts payable.
Issued 428,613 shares listed as to be issued at January 31, 2015.
Borrowed pursuant to a $27,500, 5% note due February 25, 2017.  The note is convertible at the note holder’s option at  a variable conversion of 70% multiplied by the average of the three lowest closing prices in the twenty trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate. This lender has committed to lend the Company an additional $137,500 under the same terms so long as the Company continues to meet the current information requirements under Rule 144 of the Securities Act of 1933, as amended. 
Borrowed pursuant to a $33,000, 8% note due November 24, 2015. The note is convertible at the note holder’s option at a variable conversion price of 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”).
Borrowed pursuant to a $25,000, 10% note due February 2, 2016. Interest on the note is convertible at the Company’s option at $0.15.
Borrowed pursuant to a $50,000, 20% note due August 26, 2015.
Borrowed $55,000 pursuant to two $27,500, 5% notes both due February 25, 2017.  The notes are convertible at the note holder’s option at  a variable conversion of 60% multiplied by the lowest closing prices in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate.
Reserved, pursuant to the terms of these notes, 8,387,569 shares for potential conversion of the notes.
NOTE K – GOING CONCERN MATTERS

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As shown in the accompanying unaudited condensed consolidated financial statements during the period JulyJanuary 1, 20042001 (date of inception) through OctoberJanuary 31, 2014,2015, the Company incurred loss of $45,920,041.$47,326,498.  Of these losses, $1,662,735$3,069,192 was incurred in the sixnine months ending OctoberJanuary 31, 2015 and $1,984,681 in the nine months ending January 31, 2014.  These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company’s existence is dependent upon management’s ability to develop profitable operations.  Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful.  However, there can be no assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems.  The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors.  There can be no assurance the Company will be successful in its effort to secure additional equity financing.
 
 
2120
 
ITEM ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion of our financial condition and results of operations should be read in conjunction with (1) our interim unaudited financial statements and their explanatory notes included as part of this quarterly report, and (2) our annual audited financial statements and explanatory notes for the year ended April 30, 2014 as disclosed in our annual report on Form 10-K for that year as filed with the SEC.

“Forward-Looking” Information

This report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which represent our expectations and beliefs, including, but not limited to statements concerning the Company’s expected growth.  The words “believe,” “expect,” “anticipate,” “estimate,” “project,” and similar expressions identify forward-looking statements, which speak only as of the date such statement was made.  These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended OctoberJanuary 31, 20142015 to the Three Months Ended OctoberJanuary 31, 20132014

For the three months ended OctoberJanuary 31, 20142015 and 2013,2014, we have generated limited sales revenues, have incurred significant expenses, and have sustained significant losses.

Discontinued Operations

As discussed in NOTE C to the consolidated financial statements, in August 2012, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s entire portfolio of performing RISCs, and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented.

The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of loss for all periods presented. The following table presents summarized operating results for those discontinued operations.

 Quarter Ended  Quarter Ended 
 October 31, October 31,  January 31, January 31, 
 2014 2013  2015 2014 
          
Revenues
 
$
11,297
 
$
37,986
  
$
9,290
 
$
19,450
 
Net (loss)
 
$
(16,653
)
 
$
(267,992
)
 
$
(98,017
) 
$
(98,194
)
 
RESULTS OF CONTINUING OPERATIONS

Revenues

Revenues totaled $138,074during the three months ended October 31, 2014 as compared to $118,047$164,419 during the three months ended OctoberJanuary 31, 2013.2015 as compared to $99,023 during the three months ended January 31, 2014. This $20,026$65,396 or 16.9%66.04% increase in revenues was due to increaseda $72,037 or121% increase in revenues from mobile app sales and service, off-set by a $6,641or 16.8% decline in sales of mobile apps.history reports.
 
21

Costs and Expenses

General and administrative expenses were $685,680$949,993 during the three months ended OctoberJanuary 31, 2014,2015, compared to $363,382$432,317 during the three months ended OctoberJanuary 31, 2013, an increase of $322,298 or 88.7% primarily due to run down of2014, up $517,676 (119.7%) as management continued shifting its focus from discontinued operations and reallocation of the majority of these expenses to continuing operations.  Expenses incurred during the current three month period consisted primarily of the following expenses: Compensationcompensation and related costs,$302,538; General and administrative expenses of $63,633; Accounting, $467,890; accounting, audit and professional fees, $32,920; Consulting$86,548; consulting fees, $69,488; Rent,$107,150; rent, utilities and telecommunicationtelecommunications expenses $67,571; Travel$38,813; travel and entertainment, $10,912;$649; stock and option based compensation, $121,529;$194,952; and advertising and marketing, and web expenses, $12,801; and taxes, $4,288.$2,841.  Expenses incurred during the comparative three month period in 20132014 consisted primarily of the following expenses: Compensationcompensation and related costs, $150,076; Accounting,$182,870; accounting, audit and professional fees, $29,565; Consulting$34,585; consulting fees, $81,284; Rent,$75,223; rent, utilities and telecommunicationtelecommunications expenses $32,387; Travel$38,044; travel and entertainment, $12,995;$9,097; stock and option based compensation, $37,017;$55,337; and advertising and marketing, and web expenses , $11,060 and taxes, $3,125. 

$19,454.
22

Net Loss

We incurred a net loss from continuing operations, before preferred dividends and net loss attributed to non-controlling interest of $1,144,922$1,389,442 for theour three months ended OctoberJanuary 31, 20142015 as compared to $447,850$713,595 for the corresponding interim period in 2013,2014, representing a $697,071$675,847 or 155.6% increase. This94.7% increase in net loss.  The increase in our net loss before preferred dividends and net loss attributed to non-controlling interest for our three month interim period ended January 31, 2015 was attributable primarily to:to the $517,676 or 119.7% increase in operating expenses, a $12,680, 71.7% decline$20,370 or 94.4% decrease in other income;income, a $332,839$18,754 or 88.8%127% increase in general and administrative expenses as described above;non-cash financing costs, a $231,299$63,268 or 844% change of fair value of derivative liabilities; a $71,721 or 81.42%100.2% increase in interest expense and financing costs, net; and a $68,873$140,632 or 57.2%140.8% increase in the amortization of debt discount. Our net loss attributable to common stockholders increased to $1,154,306discount,  all partially off-set by a $31,351 or 35.8% decrease in the change in fair value of derivative liabilities.
We also incurred non-cash preferred dividend expense of $191 for theour three month period ended OctoberJanuary 31, 20142015 as compared to $737,302$39,764 for the corresponding period in 2013.quarter January 31, 2014.  This decrease was the result of the redemption and retirement of the Series B Preferred Stock. The $417,004$667,049 or 56.6%91.1% increase in net loss attributable to common stockholders for theour three month period ended OctoberJanuary 31, 20142015 was due primarily to the factors described above, and a $251,339the $30,774 or 93.8%143.4% decrease in the net loss from discontinued operations.
attributed to the non-controlling interest.

Comparison of the SixNine Months Ended OctoberJanuary 31, 20142015 to the SixNine Months Ended OctoberJanuary 31, 20132014

For the nine months ended January 31, 2015 and 2014, we have generated limited sales revenues, have incurred significant expenses, and have sustained significant losses.

Discontinued Operations

As discussed in NOTE C to the consolidated financial statements, in August 2012, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s entire portfolio of performing RISCs, and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented.

The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of loss for all periods presented. The following table presents summarized operating results for those discontinued operations.

 Six Months Ended  Nine Months Ended 
 October 31, October 31,  January 31, January 31, 
 2014 2013  2015 2014 
          
Revenues
 
$
23,163
 
$
58,997
  
$
32,394
 
$
78,447
 
Net (loss)
 
$
(111,017
) 
 
$
(278,613
)
 
$
(210,988
) 
$
(376,807
)

For the sixnine months ended OctoberJanuary 31, 20142015 and 2013,2014, we have generated limited sales revenues, have incurred significant expenses, and have sustained significant losses.
22

RESULTS OF CONTINUING OPERATIONS

Revenues

Revenues totaled $270,881during$435,300 during the sixnine months ended OctoberJanuary 31, 20142015 as compared to $254,164$353,187 during the sixnine months ended OctoberJanuary 31, 2013.2014.   This $16,717$82,112 or 6.6%23.3% increase in revenues was due primarily to increaseda $110,954 or 60.4% increase in revenues from mobile app sales and service, off-set by a $28,842 or 17.0% decline in sales of mobile apps.history reports.

Costs and Expenses

General and administrative expenses were $1,217,394$2,172,942 during the sixnine months ended OctoberJanuary 31, 2014,2015, compared to $711,829$1,241,457 during the sixnine months ended OctoberJanuary 31, 2013,2014, an increase of $505,565,$931,485 or 71.0% primarily due to run down of discontinued operations and reallocation of the majority of these expenses to continuing operations.75.0%.  Expenses incurred during the current sixnine month period consisted primarily of the following expenses: Compensationcompensation and related costs, $552,114; Accounting,$1,039,042; accounting, audit and professional fees, $104,382; Consulting$194,529; consulting fees, $104,180; Rent,$214,923; rent, utilities and telecommunication expenses $99,074; Travel$152,692; travel and entertainment, $9,823;$11,939;  non-cash stock and option based compensation, $165,316,$382,377 and advertising and marketing and web expenses $26,212, and taxes, $7,030.of $22,568.  Expenses incurred during the comparative sixnine month period in 20132014 consisted primarily of the following expenses: Compensationcompensation and related costs, $303,437; Accounting,$520,171; accounting, audit and professional fees, $59,777; Consulting$88,143; consulting fees, $82,174; Rent,$141,526; rent, utilities and telecommunication expenses $65,482; Travel$109,248; travel and entertainment, $13,137;$17,380;  non-cash stock and option based compensation, $119,037;$206,511, and advertising and marketing and web expenses $23,363, and taxes, $6,318. of $57,107.   
For the sixnine months ended OctoberJanuary 31, 20142015, we incurred: interest expenses and October 31, 2013, we incurredfinancing costs of $312,417, a non-cash chargescharge of $68,051 and $196,447, respectively$94,141 related to shares of common stock and warrants issued for financing cost. For the six months ended October 31, 2014 and October 31, 2013, we incurredcost, a non- cash charge of $26,720$554,568 for beneficial conversion discounts, and a non-cash creditcharge of $113,106, respectively related to the$47,583 for change in the fair value of derivative liabilities. Amortization of debt discount forFor the sixnine months ended OctoberJanuary 31, 2014, was $195,942 comparedwe incurred: interest expenses and financing costs of $159,249, a non-cash charge of $26,872 related to $377,296shares of common stock and warrants issued for the six months ended October 31, 2013.financing cost, a charge of $295,813 for beneficial conversion discounts, and a non-cash gain of $104,483 for change in derivative liabilities.
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Net Loss

We incurred a net loss from continuing operations before preferred dividends and loss attributed to non-controlling interest of $1,570,586for our six$3,078,554 for the nine months ended OctoberJanuary 31, 20142015 as compared to $907,321$1,909,080 for the corresponding interim period in 2013.2014.  The $663,265$1,169,474 or 73.1.3%61.3% increase in ourthe net loss from continuing operations before preferred dividends and loss attributed to non-controlling interest for our sixthe nine month interim period ended OctoberJanuary 31, 20142015 was attributable primarily to the: $16,717to: a $930,500 or 6.6% increase in revenues; $22,416, 58.7% decline in other income; the $504,581, 70.6%74.7% increase in operating expenses; the $60,530, 32.5%a $67,269 or 250.3% increase in non-cash financing costs; a $153,168 or 96.2% increase in interest expense and financing costs, net; the $118,123, 60.3%expense; a $258,755 or 87.5% increase in amortization of debt discount; and a $35,423, 132.6%$42,786 or 71.6% decrease in other income. The net loss was partially off-set by the $82,113 or 23.2%, increase in revenue; and the $56,900 or 54.5% decrease in the loss due to change inof fair value of derivative liability. liabilities
We also incurred non-cash preferred dividend expense of $382$573 and $79,527,$118,861, respectively for our sixnine month periods ended OctoberJanuary 31, 20142015 and 2013. Additionally,2014. This decrease was the net loss attributed to non-controlling interest decreased $8,718, 31.2% to $19,251 inresult of the current six months from $27,969 inredemption and retirement of the six months ended October 31, 2013.
Series B Preferred Stock
  
Our net loss attributable to common stockholders increased to $1,662,735$3,069,192 for our sixthe nine month period ended OctoberJanuary 31, 20142015 as compared to $1,237,064$1,984,681 for the corresponding period in 2013.2014.  The $425,671, 34.4%$1,084,511 or 54.6% increase in net loss attributable to common stockholders for our sixnine month period ended OctoberJanuary 31, 20142015 was due to the factors described above.above and a $33,325 or 77.0% decrease in the net loss attributed to non-controlling interest.
 
LIQUIDITY AND CAPITAL RESOURCES

As of OctoberJanuary 31, 2014,2015, we had a deficit net worth of $4,513,411.$5,201,424. We generated a deficit in cash flow from operations of $1,108,714$1,781,553 the sixnine months ended OctoberJanuary 31, 2014.2015. This deficit is primarily attributable to our net loss from operations of $1,662,735$3,069,192 which included: $314,065was partially reduced by: the $47,583 for the change in the fair value of derivative liabilities, $554,568 amortization of debt discount;discount, depreciation of $1,793;$2,690, the value of shares issued for compensation of $204,386;$382,377, shares issued for finance costs of $60,619; shares issued for interest and accounts payable of $127,304; and$94,142, preferred dividends of $382;$573, a $60,516 decrease in accounts receivable, a decrease in  other assets of $2,452,  and the $152,659 increase in accounts payable, all off-set by the $19,251$9,935 loss allocable to non-controlling interest, an $98,442 increase in accounts receivable;  and an increase of $66,505 in other assets, primarily deposits.
interest.
 
We met our cash requirements during the sixnine month period as follows: through revenues generated: net proceeds of notes and convertible notes payable of $640,000;$1,177,625; net proceeds from the sale of common equity in the amount of $497,478.$725,892.  We made net payments on notes payable in the amount of $97,500.$177,500.

Net cash providedused by discontinued operations was $7,837.$7,738.
23

We do not anticipate incurring significant research and development expenditures, and we do not anticipate the sale or acquisition of any significant property, plant or equipment, during the next twelve months.  At OctoberJanuary 31, 2014,2015, we had 1315 full time employees. If we fully implement our business plan, we anticipate our employment base may increase by approximately 100% during the next twelve months. As we continue to expand, we will incur additional cost for personnel. This projected increase in personnel is dependent upon our generating revenues and obtaining sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of employees.

While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development.

We continue seeking additional financing, which may be in the form of senior debt, subordinated debt or equity. We currently have no commitments for financing that aren’t at the investor’s election.financing. There is no guarantee that we will be successful in raising the funds required to support our operations.

We estimate that we will need approximately $1,500,000 in addition to our normal operating cash flow to conduct operations during the next twelve months.   However, there can be no assurance that additional private or public financing, including debt or equity financing, will be available as needed, or, if available, on terms favorable to us. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common or preferred stock. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. However, if we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition, and we will have to adjust our planned operations and development on a more limited scale.
The effect of inflation on our revenue and operating results was not significant. Our operations are located in North America and there are no seasonal aspects that would have a material effect on our financial condition or results of operations.
24
 
GOING CONCERN ISSUES

The independent auditors report on our April 30, 2014 and 2013 financial statements included in the Company’s Annual Report states that the Company’s historical losses and the lack of revenues raise substantial doubts about the Company’s ability to continue as a going concern, due to the losses incurred and its lack of significant operations.  If we are unable to develop our business, we have to discontinue operations or cease to exist, which would be detrimental to the value of the Company’s common stock.  We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.

In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional financing through discussions with investment bankers, financial institutions and private investors.  There can be no assurance the Company will be successful in its effort to secure additional financing.

We continue to experience net operating losses.  Our ability to continue as a going concern is subject to our ability to develop profitable operations.  We are devoting substantially all of our efforts to developing our business and raising capital.  Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.

The primary issues management will focus on in the immediate future to address this matter include:  seeking additional credit facilities from institutional lenders; seeking institutional investors for debt or equity investments in our Company; short term interim debt financing: and private placements of debt and equity securities with accredited investors.

To address these issues, we have engaged a financial advisory firmare negotiating the potential sale of securities with investment banking companies to advise and assist us in negotiating and raising capital.

INFLATION

The impact of inflation on the costs of the Company, and the ability to pass on cost increases to its customers over time is dependent upon market conditions.  The Company is not aware of any inflationary pressures that have had any significant impact on the Company’s operations over the past quarter, and the Company does not anticipate that inflationary factors will have a significant impact on future operations.
24

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.

TRENDS, RISKS AND UNCERTAINTIES

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.

Our annual operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our control, including: the demand for our products and services; seasonal trends in purchasing, the amount and timing of capital expenditures and other costs relating to the commercial and consumer financing; price competition or pricing changes in the market; technical difficulties or system downtime; general economic conditions and economic conditions specific to the consumer financing sector.

Our annual results may also be significantly impacted by the impact of the accounting treatment of acquisitions, financing transactions or other matters.  Particularly at our early stage of development in the information technology sector, such accounting treatment can have a material impact on the results for any quarter.  Due to the foregoing factors, among others, it is likely that our operating results may fall below our expectations or those of investors in some future quarter.

Our future performance and success is dependent upon the efforts and abilities of our management.  To a very significant degree, we are dependent upon the continued services of Anthony L. Havens, our President and Chief Executive Officer and member of our Board of Directors.  If we lost the services of either Mr. Havens, or other key employees before we could get qualified replacements, that loss could materially adversely affect our business.  We do not maintain key man life insurance on any of our management.

Our officers and directors are required to exercise good faith and high integrity in our management affairs.  Our bylaws provide, however, that our directors shall have no liability to us or to our shareholders for monetary damages for breach of fiduciary duty as a director except with respect to (1) a breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability which may be specifically defined by law or (4) a transaction from which the director derived an improper personal benefit.
25
The present officers and directors own approximately 5% of the outstanding shares of common stock, without giving effect to shares underlying convertible securities, and therefore are not in a position to elect all of our Directors and otherwise control the Company. However, they can authorize the sale of equity or debt securities of Sparta, the appointment of officers, and the determination of officers’ salaries. Shareholders have no cumulative voting rights.

We may experience growth, which will place a strain on our managerial, operational and financial systems resources.  To accommodate our current size and manage growth if it occurs, we must devote management attention and resources to improve our financial strength and our operational systems.  Further, we will need to expand, train and manage our sales and distribution base.  There is no guarantee that we will be able to effectively manage our existing operations or the growth of our operations, or that our facilities, systems, procedures or controls will be adequate to support any future growth.  Our ability to manage our operations and any future growth will have a material effect on our stockholders.

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.  Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board.  If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board.  As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. Additionally, if we fail to remain current on our reporting requirements or if our common stock is removed from trading on any recognized domestic market, the majority of our debt securities would be placed in default.

CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities.  We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances.  Future events, however, may differ markedly from our current expectations and assumptions.  While there are a number of significant accounting policies affecting our financial statements, we believe the following critical accounting policies involves the most complex, difficult and subjective estimates and judgments.
 
25
Revenue Recognition

Revenues from our history report and mobile appsapp products are recognized on a cash basis.

Our Retail Installment Sales Contracts (“RISCs”), which are included in Discontinued Operations, are secured by liens on the titles to the vehicles. The RISCs are accounted for as loans.  Upon purchase, the RISCs appear on our balance sheet as RISC loans receivable current and long term. When the RISC is entered into our accounting system, based on the customer's APR (interest rate), an amortization schedule for the loan on a simple interest basis is created. Interest is computed by taking the principal balance times the APR rate then divided by 365 days to get your daily interest amount. The daily interest amount is multiplied by the number of days from the last payment to get the interest income portion of the payment being applied. The balance of the payment goes to reducing the loan principal balance.

Our leases, which are included in Discontinued Operations, are accounted for as either operating leases or direct financing leases. At the inception of operating leases, no lease revenue is recognized and the leased motorcycles, together with the initial direct costs of originating the lease, which are capitalized, appear on the balance sheet as "motorcycles under operating leases-net". The capitalized cost of each motorcycle is depreciated over the lease term, on a straight-line basis, down to the original estimate of the projected value of the motorcycle at the end of the scheduled lease term (the "Residual"). Monthly lease payments are recognized as rental income. An acquisition fee classified as fee income on the financial statements is received and recognized in income at the inception of the lease. Direct financing leases are recorded at the gross amount of the lease receivable, and unearned income at lease inception is amortized over the lease term.

We realize gains and losses as the result of the termination of leases, both at and prior to their scheduled termination, and the disposition of the related motorcycle. The disposal of motorcycles, which reach scheduled termination of a lease, results in a gain or loss equal to the difference between proceeds received from the disposition of the motorcycle and its net book value. Net book value represents the residual value at scheduled lease termination. Lease terminations that occur prior to scheduled maturity as a result of the lessee's voluntary request to purchase the vehicle have resulted in net gains, equal to the excess of the price received over the motorcycle's net book value.

Early lease terminations also occur because of (i) a default by the lessee, (ii) the physical loss of the motorcycle, or (iii) the exercise of the lessee's early termination. In those instances, we receive the proceeds from either the resale or release of the repossessed motorcycle, or the payment by the lessee's insurer. We record a gain or loss for the difference between the proceeds received and the net book value of the motorcycle. We charge fees to manufacturers and other customers related to creating a private label version of our financing program including web access, processing credit applications, consumer contracts and other related documents and processes. Fees received are amortized and booked as income over the length of the contract.
26
 
Stock-Based Compensation

The Company adopted ASC 718-10, “Stock Compensation Overall” (“ASC 718-10”), which records compensation expense on a straight-line basis, generally over the explicit service period of three to five years.

ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statement of Operations. The Company is using the Black-Scholes option-pricing model as its method of valuation for share-based awards. The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and certain other market variables such as the risk free interest rate.

Allowance for Losses

The Company has loss reserves for its portfolio of Leases and for its portfolio of Retail Installment Sales Contracts (“RISC”). The allowance for Lease and RISC losses is increased by charges against earnings and decreased by charge-offs (net of recoveries). To the extent actual credit losses exceed these reserves, a bad debt provision is recorded; and to the extent credit losses are less than the reserve, additions to the reserve are reduced or discontinued until the loss reserve is in line with the Company’s reserve ratio policy. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past lease and RISC experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. The Company periodically reviews its Lease and RISC receivables in determining its allowance for doubtful accounts.

The Company charges-off receivables when an individual account has become more than 120 days contractually delinquent. In the event of repossession, the asset is immediately sent to auction or held for release.
 
RECENT ACCOUNTING PRONOUNCEMENTS
26

RECENT ACCOUNTING PRONOUNCEMENT

See Note A to the Unaudited Condensed Consolidated Financial Statementsunaudited condensed consolidated financial statements for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on our consolidated financial statements, which is incorporated herein by reference.
27
 
ITEM ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM ITEM 4.  CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and our Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, and in light of the material weaknesses found in our internal controls, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.  In our assessment of the effectiveness of internal control over financial reporting, we determined that control deficiencies existed that constituted material weaknesses, as described below: 
 
 ●lack of documented policies and procedures;
 ●we have no audit committee;
 ●there is a risk of management override given that our officers have a high degree of involvement in our day to day operations.operations; and
 ●there is no effective separation of duties, which includes monitoring controls, between the members of management.

Management is currently evaluating what steps can be taken in order to address these material weaknesses. 

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fiscal quarter to which this report relates, or as of the last day thereof, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.  Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
 
 
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PART II.  OTHER INFORMATION

ITEM ITEM 1.  LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.
 
On December 18, 2012, a suit was filed by the Company, as plaintiff, asserting claims against a former credit provider seeking substantial damages for the credit provider's alleged breaches of fiduciary duties it owed to the Company, among other causes of action the Company has alleged in a Complaint filed in the United States District Court for the Southern District of New York.  There can be no assurance that the Company will prevail on any of its claims in this action. This action is currently in the discovery phase.

ITEM1A.  RISK FACTORS

We are subject to certain risks and uncertainties in our business operations including those which are described below. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known or which are currently deemed immaterial may also impair our business operations.  A description of factors that could materially affect our business, financial condition or operating results were included in Item 1A “Risk Factors” of our Form 10-K for the year ended April 30, 2014, filed August 13,14, 2014, and is incorporated herein by reference.  

ITEM2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Each of the issuance and sale of securities described below was deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. No advertising or general solicitation was employed in offering the securities. Each purchaser is a sophisticated investor (as described in Rule 506(b) (2) (ii) of Regulation D) or an accredited investor (as defined in Rule 501 of Regulation D), and each received adequate information about the Company or had access to such information, through employment or other relationships, to such information.  The Company applied proceeds from financing activities described below to working capital.

During the three months ended OctoberJanuary 31, 2014 the2015, The Company:
·Sold 2,446,892 shares of common stock to thirteen accredited investors for $263,532 of which 503,140 shares are to be issued.
·Issued to 1,365,361 shares of common stock to six investors upon conversion of $189,876 of convertible notes and accrued interest with an additional 224,558 shares to be issued.
·Issued 150,696 shares valued at $33,523 to four investors pursuant to the terms of their agreements with an additional 66,850 shares to be issued.
·Issued 571,400 shares valued at $160,039 to two consultants.
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Borrowed a $56,500, 6% note due June 30, 2015. The note is convertible at the note holder’s option at a variable conversion prices such that during the period during which the notes are outstanding, with all notes convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 1,356,993 shares of its common stock for conversion pursuant to the terms of the note.  In the event the note is not paid when due, the interest rate is increased to eighteen percent until the note is paid in full.Not applicable.

Borrowed a $55,000 8% convertible note due February 25, 2015 and a $55,000 convertible note due April 27, 2015. The note is convertible at a 40% discount from the lowest closing price for the twenty trading days prior to conversion.  The Company has reserved up to 918,000 shares of its common stock for conversion pursuant to the terms of the note.  In the event the note is not paid when due, the interest rate is increased to fifteen percent until the note is paid in full;ITEM 4.  MINE SAFETY DISCLOSURES

Borrowed a$32,500, 8% note due June 3, 2015 and a $33,000, 8% note due July 14, 2015. The notes are convertible at the note holder’s option at a variable conversion prices such that during the period during which the notes are outstanding, with all notes convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 1,765,000 shares of its common stock for conversion pursuant to the terms of the notes.  In the event the notes are not paid when due, the interest rate is increased to twenty-two percent until the notes are paid in full.Not applicable.

Borrowed   a $55,000, 12% note due February 19, 2015.   The note is convertible at the note holder’s option at  a variable conversion of 58% multiplied by the average of the three lowest trades in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 325,000 shares of its common stock for conversion pursuant to the terms of the note.ITEM 5.  OTHER INFORMATION

Issued 1,043,393 shares of common stock upon the conversion of $279,133 of notes, accrued interest thereon and accounts payable, of which, 153,910 shares remained to be issued at October 31, 2014.Not applicable.
 
 
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Issued 143,809 shares, valued at $58,370, pursuant to consulting agreements.

Issued 196,838 shares of common stock, valued at $49,605 pursuant to terms of notes payable, of which 60,000 shares remained to be issued at October 31, 2014.

Sold 1,256,215 shares of common stock to fourteen accredited investors for $234,808, of which 185,900 shares remained to be issued at October 31, 2014.
ITEM IT3.                DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.                MINE SAFETY DISCLOSURE
None.

ITEM 5.                OTHER INFORMATION

Not applicable.
ITEM EM 6.  EXHIBITS

The following exhibits are filed with this report:

Exhibit No. Description
11 Statement re: computation of per share earnings is hereby incorporated by reference to “Financial Statements” of Part I - Financial Information, Item 1 - Financial Statements, contained in this Form 10-Q.
12**10.1 2014 Equity Incentive PlanPlan(1)
31.1* 
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
31.2* 
Certification of Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
32.1* 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2* 
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema
101.CAL* XBRL Taxonomy Extension Calculation Linkbase
101.DEF* XBRL Taxonomy Extension Definition Linkbase
101.LAB* XBRL Taxonomy Extension Label Linkbase
101.PRE* XBRL Taxonomy Extension Presentation Linkbase
*Filed herewith
**(1) Incorporated by reference to the registration statementRegistrant’s Registration Statement on Form S-8 filed bywith the registrant with theSecurities and Exchange Commission on November 3, 201411, 2014.
 
 
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SIGNATURESSIGNATURES

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

 SPARTA COMMERCIAL SERVICES, INC.
  
Date:  December 22, 2014March 23, 2015
By:  /s/ Anthony L. Havens 
         Anthony L. Havens
         Chief Executive Officer
  
Date:  December 22, 2014March 23, 2015
By:  /s/ Anthony W. Adler
         Anthony W. Adler
         Principal Financial Officer



 
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