Sparta Commercial Services Form 8-K
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): April 7, 2005
SPARTA COMMERCIAL SERVICES, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-9483 95-3502207
------ ------ ----------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
462 Seventh Avenue, 20th Floor, New York, NY 10018
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 239-2666
--------------
240 West 35th Street, Suite 402, New York, NY 10001
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] 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(d) under the Exchange
Act (17 CFR 240.14d-2(d)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.313e-4(c)).
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
In December 2004, we commenced a private placement to raise up to $3,000,000
through the sale of up to 30 units of our securities at $100,000 per unit. Each
unit consists of (i) 1,000 shares of series A convertible, redeemable preferred
stock and (ii) warrants to purchase 320,513 shares of common stock, exercisable
for three years at $0.195 per share. The preferred stock has a stated value of
$100 per share, carries a 6% annual cumulative dividend, payable semi-annually
in arrears, and is convertible into shares of common stock at the rate of one
preferred share into 641 shares of common stock. The private placement is being
conducted by a placement agent on a best efforts basis. The units are being
offered solely to accredited investors. The units offered have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. Through March 31, 2005, we sold 6.25 units. On April 7, 2005, we
sold an additional 6 units. We agreed to file a registration statement, at our
expense, for the resale of common stock underlying the units within 90 days of
the final closing of the private placement.
2
SIGNATURES
Pursuant to the requirements of the Securities 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.
Date: April 13, 2005
By: /s/ Anthony L. Havens
--------------------------------
Anthony L. Havens, President
3