UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 14, 2006
SPARTA COMMERCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-09483 30-0298178
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
462 Seventh Avenue, 20th Floor, New York, NY 10018
(Address of principal executive offices) (zip code)
(212) 239-2666
(Registrant's telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On March 14, 2006, we completed a private placement offering of 4,039,200
shares of our common stock, par value $0.001 per share, to accredited investors
for an aggregate purchase price of $787,644. The aforementioned securities were
sold in reliance upon the exemption afforded by the provisions of Regulation D,
as promulgated by the Securities and Exchange Commission under the Securities
Act of 1933, as amended.
On March 29, 2006, we completed a private placement offering of 1,799,102
shares of our common stock, par value $0.001 per share, to accredited investors
for an aggregate purchase price of $350,825. The aforementioned securities were
sold in reliance upon the exemption afforded by the provisions of Regulation D,
as promulgated by the Securities and Exchange Commission under the Securities
Act of 1933, as amended.
The foregoing closings concluded a private placement offering, which we
began in December 2005, and in which we sold an aggregate of 17,555,369 shares
of our common stock, par value $0.001 per share, to accredited investors for an
aggregate purchase price of $3,423,297. In connection with this offering we have
granted the investors registration rights with respect to the shares of common
stock purchased, pursuant to a Subscription Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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10.1 Form of Subscription Agreement (Incorporated by reference to the
exhibits to Registrants Form 8-K filed on January 4, 2006).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPARTA COMMERCIAL SERVICES, INC.
Dated: April 4, 2006 By: /s/ Anthony L. Havens
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Name: Anthony L. Havens
Title: President
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