UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended July 31, 2005
|_| TRANSITION REPORT UNDER 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)
NEVADA 95-3502207
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
462 Seventh Ave, 20th Floor, New York, NY 10018
(Address of principal executive offices)
(212) 239-2666
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
Yes |X| No |_|
As of August 26, 2005, we had 86,945,003 shares of common stock issued and
outstanding.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
SPARTA COMMERCIAL SERVICES, INC.
FORM 10-QSB
FOR THE QUARTER ENDED JULY 31, 2005
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets as of July 31, 2005 and April 30, 2005 3
Condensed Consolidated Statements of Operations
for the Three Months Ended July 31, 2005 and 2004 4
Condensed Consolidated Statement of Stockholders' Equity (Deficit)
for the Three Months Ended July 31, 2005 5
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended July 31, 2005 and 2004 6
Notes to Unaudited Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis 13
Item 3. Controls and Procedures 20
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
Item 6. Exhibits 22
Signatures 23
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, April 30,
2005 2005
--------------- ---------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 565,502 $ 108,365
Lease payments receivable, current portion 33,497 14,764
Prepaid expenses 120,000 --
Other current assets 9,000 6,700
--------------- ---------------
Total current assets 727,999 129,829
Motorcycles and other vehicles under operating leases, net of
accumulated depreciation of $16,888 and $13,392, respectively 157,504 99,886
Property and equipment, net of accumulated depreciation and
amortization of $24,115 and $15,378, respectively 115,654 106,809
Lease payments receivable, net of current portion 51,182 21,521
Deposits 148,967 48,967
--------------- ---------------
Total assets $ 1,201,306 $ 407,012
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $ 598,583 $ 509,936
Notes payable 150,000 300,000
Cash overdraft 6,748 --
Deferred revenue 28,215 23,100
Due to related party 25,000 25,000
--------------- ---------------
Total current liabilities 808,546 858,036
--------------- ---------------
Stockholders' equity (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, 35,850 and 18,100
shares issued and outstanding, respectively 3,585,000 1,810,000
Common stock, $0.001 par value; 340,000,000 shares
authorized, 86,293,879 and 86,005,415 shares issued
and outstanding, respectively 86,294 86,005
Additional paid-in capital 6,047,791 3,930,629
Accumulated deficit (9,326,325) (6,277,658)
--------------- ---------------
Total stockholders' equity (deficit) 392,760 (451,024)
--------------- ---------------
Total liabilities and stockholders' equity (deficit) $ 1,201,306 $ 407,012
=============== ===============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JULY 31, 2005 AND 2004
(UNAUDITED)
2005 2004
---------------- ----------------
Revenue $ 17,326 $ --
---------------- ----------------
Operating expenses:
General and administrative 586,732 413,417
Depreciation and amortization 12,233 28
---------------- ----------------
Total operating expenses 598,965 413,445
Loss from operations (581,639) (413,445)
Other expense:
Interest expense and financing cost (657,253) --
Loss on sale of asset (6,500) --
---------------- ----------------
Net loss (1,245,392) (413,445)
Preferred dividend 1,803,275 --
---------------- ----------------
Net loss attributed to common stockholders $ (3,048,667) $ (413,445)
================ ================
Basic and diluted loss per share $ (0.1) $ (0.06)
================ ================
Basic and diluted loss per share attributed to
common stockholders $ (0.04) $ (0.06)
================ ================
Weighted average shares outstanding 86,071,260 7,079,654
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED JULY 31, 2005
(UNAUDITED)
Additional
Preferred Stock Common Stock Paid in Accumulated
Shares Amount Shares Amount Capital Deficit Total
-------------------------------------------------------------------------------------------------------
Balance, April 30, 2005 18,100 $ 1,810,000 86,005,415 $ 86,005 $ 3,930,629 $(6,277,658) $ (451,024)
Preferred shares sold
for cash 17,750 1,775,000 -- -- -- -- 1,775,000
Cost of preferred sales -- -- -- -- (182,484) -- (182,484)
Warrants issued for
services -- -- -- -- 406,665 -- 406,665
Shares issued for
financing cost -- -- 288,464 289 117,981 -- 118,270
Beneficial conversion
feature and warrants
deemed preferred
dividend -- -- -- -- 1,775,000 (1,775,000) --
Accrued preferred
dividend -- -- -- -- -- (28,275) (28,275)
Net loss -- -- -- -- -- (1,245,392) (1,245,392)
-------------------------------------------------------------------------------------------------------
Balance, July 31, 2005 35,850 $ 3,585,000 86,293,879 $ 86,294 $ 6,047,791 $(9,326,325) $ 392,760
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
5
SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 31, 2005 AND 2004
(UNAUDITED)
2005 2004
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,245,392) $ (413,445)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 12,233 28
Amortization of deferred revenue (3,300) --
Stock based finance cost 524,935 --
Loss on sale of assets 6,500 --
Changes in operating assets and liabilities:
(Increase) decrease in:
Lease payments receivable (5,022) --
Prepaid expenses (120,000) --
Other current assets (2,300) (3,000)
Deposits (100,000) --
Increase (decrease) in:
Accounts payable and accrued expenses 60,371 61,698
Deferred revenue 8,415 --
--------------- ---------------
Net cash used in operating activities (863,560) (354,719)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of asset 25,000 --
Cost of asset sold (31,500) --
Payments for motorcycles and other vehicles (61,114) (59,741)
Investment in leases (43,372) --
Purchases of property and equipment (17,582) (2,445)
Purchase of marketable securities -- (6,988)
--------------- ---------------
Net cash used by investing activities (128,568) (69,174)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of preferred stock, net 1,592,517 535,000
Repayment of affiliate advances -- (23,885)
Payments on notes (150,000) --
Cash overdraft 6,748 --
--------------- ---------------
Net cash provided by financing activities 1,449,265 511,115
--------------- ---------------
Net increase in cash 457,137 87,222
Cash and cash equivalents, beginning of year $ 108,365 $ 11,973
--------------- ---------------
Cash and cash equivalents, end of year $ 565,502 $ 99,195
=============== ===============
Cash paid for:
Interest $ 8,918 $ --
Income taxes -- --
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
6
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2005
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.
Basis of Presentation
---------------------
The accompanying unaudited financial statements as of July 31, 2005 and for the
three month periods ended July 31, 2005 and 2004 have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission (the "Commission"), including Form 10-QSB and Regulation S-B. 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 unaudited
condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and explanatory notes for the year
ended April 30, 2005 as disclosed in the Company's 10-KSB for that year as filed
with the Commission.
The results of the three months ended July 31, 2005 are not necessarily
indicative of the results to be expected for the full year ending April 30,
2006.
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Sparta Commercial Services, LLC. All significant
intercompany transactions and balances have been eliminated in the consolidated
financial statements.
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.
Revenue Recognition
-------------------
The company originates leases on new and used motorcycles and other powersports
vehicles from motorcycle dealers throughout the United States. The Company's
leases 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. 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.
7
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2005
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)
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.
The Company charges fees to manufacturers and other customers related to
creating a private label version of the Company's 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. At July 31, 2005, the Company had recorded deferred
revenue related to these contracts of $19,800.
Net Loss Per Share
------------------
The Company uses SFAS No. 128, "Earnings Per Share" for calculating the basic
and diluted loss per share. We compute basic loss per share by dividing net loss
and net loss attributable to common shareholders by the weighted average number
of common shares outstanding. Diluted loss per share is computed similar to
basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential shares had been issued and if the additional shares were dilutive.
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 $0.04 and $0.06 for the three months ended July 31, 2005 and 2004,
respectively. For the three months ended July 31, 2005 and 2004, 37,468,324 and
3,510,274 potential shares, respectively, were excluded from the shares used to
calculate diluted earnings per share as their inclusion would reduce net loss
per share.
8
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2005
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)
Reclassifications
-----------------
Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported
losses.
Stock Based Compensation
------------------------
In December 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock Warrants is measured as the excess, if any, of the fair market value
of the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports from January 1, 2003. The Company has no awards
of stock-based employee compensation during the quarter ended July 31, 2005.
On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123R (revised 2004), "Share-Based Payment" which is a
revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation".
Statement 123R supersedes APB opinion No. 25, "Accounting for Stock Issued to
Employees", and amends FASB Statement No. 95, "Statement of Cash Flows".
Generally, the approach in Statement 123R is similar to the approach described
in Statement 123. However, Statement 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro-forma disclosure is no longer
an alternative. On April 14, 2005, the SEC amended the effective date of the
provisions of this statement. The effect of this amendment by the SEC is that
the Company will have to comply with Statement 123R and use the Fair Value based
method of accounting no later than the third quarter of 2006. Management is
assessing the implications of this revised standard, which may materially impact
the Company's results of operations in the third quarter of fiscal year 2006 and
thereafter.
NOTE B - RELATED PARTY TRANSACTIONS
The Company entered into a purchase option agreement with American Motorcycle
Leasing Corp., an entity controlled by the Company's President and a significant
shareholder, on November 2, 2004 at a cost to Sparta Commercial Services of
$250,000. This agreement granted Sparta Commercial Services the right, for a two
year period, to purchase portions of a certain portfolio of equipment leases
that American Motorcycle Leasing Corp. owns. The portfolio is secured by a first
priority security interest in favor of Citibank, N.A. or its assigns. The cost
of $250,000 has been charged to operations in fiscal 2005. Through July 31,
2005, payments against this obligation of $94,500 were made.
In January 2005, the Company received a loan of $25,000 from an officer. This
loan is non-interest bearing and is payable on demand.
9
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2005
(UNAUDITED)
NOTE C - STOCKHOLDERS' EQUITY
On December 27, 2004, the Company effected a one-for-two hundred reverse stock
split followed by a forward split of twenty five-for-one of its authorized and
outstanding shares of common stock, $.001 par value. All references in the
financial statements and notes to financial statements, numbers of shares and
share amounts have been retroactively restated to reflect the stock splits.
Common Stock
------------
During the three months ended July 31, 2005, the Company issued 288,464 shares
of common stock, valued at $118,270, as additional costs related to loans
received by the Company. This amount has been charged to financing cost during
the quarter.
The Company will issue 176,281 shares of common stock as additional costs
related to loans received by the Company. These costs have been accrued in the
financial statements at a value of $125,000 as of July 31, 2005.
The Company will issue 250,000 shares of common stock as payment of consulting
fees. These fees have been accrued in the financial statements at a value of
$85,000 as of July 31, 2005.
Preferred Stock Series A
------------------------
During the three months ended July 31, 2005, the Company issued 17,750 preferred
shares at a stated value of $100 per share and warrants to purchase 5,689,108
shares of common stock, exercisable for three years at $0.195 per share, for
aggregate gross proceeds of $1,775,000 received from investors. In connection
with the private placement, during the three months ended July 31, 2005, the
Company issued as compensation to the placement agent warrants to purchase
1,137,822 shares of common stock, exercisable for five years at $0.172 per
share. The warrants, which were valued at $406,665 using the Black-Scholes
option pricing model, were recognized as an expense during the quarter.
In accordance with EITF 00-27, a portion of the proceeds were allocated to the
class `C' warrants based on their relative fair value, which totaled $931,800
using the Black Scholes option pricing model. Further, we attributed a
beneficial conversion feature of $843,200 to the series `A' preferred shares
based upon the difference between the conversion price of those shares and the
closing price of our common shares on the date of issuance. The assumptions used
in the Black Scholes model are as follows: (1) dividend yield of 0%; (2)
expected volatility of 188%, (3) weighted average risk-free interest rate of
3.65%, and (4) expected life of 2 years as the conversion feature and warrants
are immediately exercisable. Both the fair value of the class `C' warrants and
the beneficial conversion feature were recorded as a dividend and are included
in the accompanying financial statements.
10
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2005
(UNAUDITED)
NOTE C - STOCKHOLDERS' EQUITY (continued)
During the three months ended July 31, 2004, the Company sold rights to acquire
securities of the Company to investors for aggregate gross proceeds of $585,000.
Pursuant to the terms of the rights, as the Company conducted a closing to a
private placement transaction in 2004 utilizing a designated registered
broker-dealer as a placement agent, on January 1, 2005, the rights have
automatically converted into 5,850 preferred shares at a stated value of $100
per share and warrants to purchase 1,875,001 shares of common stock, exercisable
for three years at $0.195 per share.
NOTE D - NOTES PAYABLE
Notes payable at July 31, 2005 and April 30, 2005 are as follows:
July 31, April 30,
2005 2005
------------ ------------
Notes payables; 10% interest, unsecured, originally scheduled to expire on
April 30, 2005, the note holders are entitled to an "Equity Kicker" equal to
128,206 restricted shares of common stock for each $100,000 loaned, in the event
of default, as penalty, the repayment after default of promissory note shall be
collateralized by certain security interest as per the terms of the agreement
In April 2005, notes were extended until August 31, 2005 and beyond, with
interest increased to 20% in certain instances, and the Equity Kicker equal to
192,308 restricted shares of common stock for each $100,000 loaned in certain
instances $ 150,000 $ 300,000
Note payable to officer of the Company, unsecured, non-interest bearing,
payable on demand (Note B) 25,000 25,000
------------ ------------
175,000 325,000
Less: current portion (175,000) (325,000
------------ ------------
Notes payable - long term $ -- $ --
------------ ------------
11
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2005
(UNAUDITED)
NOTE E - GOING CONCERN MATTERS
The accompanying 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
financial statements the Company has realized minimal revenue from operations
and has incurred significant operating losses since inception. 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, the planned principal
operations have not commenced and no assurance can be given that management's
actions will result in profitable operations or the resolution of its liquidity
problems. The accompanying 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 pursing additional financing through discussions with investment
bankers, financial institutions and private investors. This financing may be in
the form of debt, convertible debt, or equity. There can be no assurance the
Company will be successful in its effort to secure additional financing.
NOTE F - NON-CASH FINANCIAL INFORMATION
During the three months ended July 31, 2005, the Company:
o Recorded a dividend on preferred stock of $1,775,000 related to the
fair value of the class `C' warrants issued with preferred stock and
the related beneficial conversion feature.
o Incurred costs of $182,483 related to the sale of preferred stock.
These costs were deducted from the proceeds.
o Issued 288,464 shares of common stock, valued at $118,270, as
additional costs related to loans received by the Company.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND PLAN OF OPERATION
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, 2005 as disclosed in our annual report on Form
10-KSB for that year as filed with the SEC.
"FORWARD-LOOKING" INFORMATION
This report on Form 10-QSB 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.
INTRODUCTORY STATEMENT
Unless otherwise stated, the discussion and analysis refers to the business of
Sparta Commercial Services, Inc. and does not refer to the operations for our
former business which was essentially a non-operating shell company.
The year ended April 30, 2005 was a period of development, as we continued to
develop our products and market them to dealers and manufacturers. To date, we
have generated limited sales revenues, have incurred expenses and have sustained
losses. Consequently, our operations are subject to all the risks inherent in
the establishment of a new business enterprise. The period from inception
through April 30, 2005 was a developmental stage period for us, setting up
credit procedures, setting our arrangements with vehicle distributors, obtaining
personnel, seeking financing to support our developmental efforts, and seeking
credit facilities. In fiscal year 2005, we began to obtain regulatory approval
in several states, where required, prior to commencing active operations. We are
actively signing up dealers to participate in our financing programs, including
our private label financing programs. We have signed up four manufacturers to
our private label programs, and are in negotiations with other manufacturers who
have indicated an interest in a private label program. Presently, we do not have
sufficient operating capital to fulfill our planned business operations for the
next twelve months for a credit line reserve and for our general operating
expenses. We estimate that we will need approximately $1,500,000 in additional
funds to fully implement our business plan during the next twelve months.
Although the Company obtained a senior credit facility near the end of the
quarter, which allowed us to commence our initial active operations, we will
need to obtain additional credit facilities to fully implement our business
plan. We need the additional credit facilities so that we have the funding
sources to originate leases and finance contracts across all credit profiles.
Our current credit facility only allows for origination across three out of five
credit profiles. We are presently in discussions with several institutions about
obtaining additional credit facilities, however, our lack of working capital
could negatively impact our ability to secure these facilities.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED JULY 31, 2005 TO THE THREE MONTHS ENDED
JULY 31, 2004
For the three months ended July 31, 2005, we have generated limited sales
revenues, have incurred significant expenses, and have sustained significant
losses. We believe we will begin to earn increasing revenues from operations in
the current fiscal year. We had no sales revenue during the three months ended
July 31, 2004.
13
Revenues
--------
Revenues totaled $17,326 during the three months ended July 31, 2005 with no
revenue during the three months ended July 31, 2004. Current period revenue was
comprised primarily of $10,376 in lease revenue, $3,275 in dealer fees, and
$3,300 in private label fees.
Costs and Expenses
------------------
General and administrative expenses were $586,732 during the three months ended
July 31, 2005, compared to $413,417 during the three months ended July 31, 2004,
an increase of $173,315, or 42%. Expenses incurred during the current three
month period consisted primarily of the following expenses: Compensation and
related costs, $252,086; Accounting, audit and professional fees, $59,141;
Consulting fees, $146,058; Rent, $27,957; and Travel and entertainment, $17,425.
Expenses incurred during the comparative three month period consisted primarily
of the following expenses: Compensation and related costs, $141,749; Accounting,
audit and professional fees, $32,854; Consulting fees, $39,325; and License
fees, $150,633.
In connection with its private placement transactions, the Company has expensed
non-cash costs of $406,665 during the three months ended July 31, 2005 related
to warrants granted to the private placement agent, with no related expense
during the comparative period. The Company also incurred a non-cash charge of
$243,270 during the three months ended July 31, 2005 related to shares of common
stock issued or to be issued in connection with debt financing. There was no
comparable expense during the three months ended July 31, 2004.
Net Loss
--------
We incurred a net loss before preferred dividends of $1,245,392 for our three
month ended July 31, 2005 as compared to $413,445 for the corresponding interim
period in 2004. The $831,947 or 201% increase in our net loss before preferred
dividends for our three month interim period ended July 31, 2005 was
attributable primarily to a $173,315 increase in general and administrative
expense and an increase of $649,935 in non-cash financing costs.
We also incurred preferred dividend expense of $1,803,275 for our three month
period ended July 31, 2005 with no comparable expense for the corresponding
interim period in 2004. The increase in preferred dividend expense was
attributable to the sale of convertible preferred stock that commenced in
December, 2004 and concluded in July 2005. In addition to dividends payable on
the outstanding preferred stock, preferred dividend expense includes an
aggregate charge of $1,775,000 related to warrants issued with the convertible
preferred stock and a beneficial conversion feature associated with the
preferred stock.
Our net loss attributable to common stockholders increased to $3,048,667 for our
three month period ended July 31, 2005 as compared to $413,445 for the
corresponding period in 2004. The $2,635,222 increase in net loss attributable
to common stockholders for our three month period ended July 31, 2005 was due to
the $831,947 increase in our net loss before preferred dividends, increased by
the aforesaid $1,803,275 increase in preferred dividend expense.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2005, the Company had a working capital deficit of $80,547. The
Company generated a deficit in cash flow from operations of $863,560 for the
three months ended July 31, 2005. This deficit is primarily attributable to the
Company's net loss from operations of $1,245,392, partially offset by
depreciation and amortization of $12,233 and the fair value attributed to stock
and warrants issued of $524,935, and to changes in the balances of current
assets and liabilities. Accounts payable and accrued expenses increased by
$60,371, and prepaid expenses and deposits increased by $220,000.
Cash flows used in investing activities for the three months ended July 31, 2005
was $128,568, primarily due to the purchase of property and equipment of
$17,582, payments for motorcycles of $61,114 and investments in leases of
$43,372.
14
The Company met its cash requirements during the period through net proceeds
from the issuance of equity of $1,592,517, partially offset by payments on
bridge loans of $150,000. Additionally, the Company has received limited
revenues from leasing and financing motorcycles and other vehicles, its recently
launched private label programs and from dealer sign-up fees.
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 are seeking
financing, which may take the form of debt, convertible debt or equity, in order
to provide the necessary working capital. We currently have no commitments for
financing. There is no guarantee that we will be successful in raising the funds
required.
We estimate that we will need approximately $1,500,000 in additional funds to
fully implement our business plan during the next twelve months for a credit
line reserve and for our general operating expenses. 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 the
Company. Any additional equity financing may be dilutive to shareholders and
such additional equity securities may have rights, preferences or privileges
that are senior to those of the Company's 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 the operating
flexibility of the Company. 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.
AUDITOR'S OPINION EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
"GOING CONCERN"
The independent auditors report on our April 30, 2005 and 2004 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.
PLAN OF OPERATIONS
Addressing the Going Concern Issues
-----------------------------------
In order to improve the Company's liquidity, the Company's management is
actively pursing 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 increases 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:
o seeking additional credit lines from institutional lenders;
o seeking institutional investors for debt or equity investments in
our company; and
o initiating negotiations to secure short term financing through
promissory notes or other debt instruments on an as needed basis.
To address these issues, we are negotiating the potential sale of securities
with investment banking companies to assist us in raising capital. We are also
presently in discussions with several institutions about obtaining additional
credit facilities.
15
Product Research and Development
--------------------------------
We do not anticipate incurring significant research and development expenditures
during the next twelve months.
Acquisition or Disposition of Plant and Equipment
-------------------------------------------------
We do not anticipate the sale of any significant property, plant or equipment
during the next twelve months. We do not anticipate the acquisition of any
significant property, plant or equipment during the next twelve months.
Number of Employees
-------------------
From our inception through the period ended April 30, 2005, we have relied on
the services of outside consultants for services and currently have nine
employees. In order for us to attract and retain quality personnel, we
anticipate we will have to offer competitive salaries to future employees. If we
fully implement our business plan, we anticipate our employment base may
increase by approximately 50% 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.
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.
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated 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 consolidated financial statements; we believe the following
critical accounting policy involves the most complex, difficult and subjective
estimates and judgments:
Revenue Recognition
-------------------
We originate leases on new and used motorcycles and other powersports vehicles
from motorcycle dealers throughout the United States. Our leases 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.
16
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, the Company receives 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.
Stock-Based Compensation
------------------------
In December 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock warrants is measured as the excess, if any, of the fair market value
of the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the period from January 1, 2003 through
April 30, 2003 and will adopt the interim disclosure provisions for its
financial reports for the subsequent periods. The Company has stock based awards
of compensation to employees of $82,500 granted and outstanding during the
period from October 1, 2001 (date of inception) through April 30, 2005.
On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123R (revised 2004), "Share-Based Payment" which is a
revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation".
Statement 123R supersedes APB opinion No. 25, "Accounting for Stock Issued to
Employees", and amends FASB Statement No. 95, "Statement of Cash Flows".
Generally, the approach in Statement 123R is similar to the approach described
in Statement 123. However, Statement 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro-forma disclosure is no longer
an alternative. On April 14, 2005, the SEC amended the effective date of the
provisions of this statement. The effect of this amendment by the SEC is that
the Company will have to comply with Statement 123R and use the Fair Value based
method of accounting no later than the third quarter of 2006. Management is
assessing the implications of this revised standard, which may materially impact
the Company's results of operations in the third quarter of fiscal year 2006 and
thereafter.
Website Development Costs
-------------------------
We have incurred costs to develop a proprietary web-based private label
financing program for processing including web access, processing credit
applications, consumer contracts and other related documents and processes. The
Company has elected to recognize the costs of developing its website and related
intellectual property the website development costs in accordance with Emerging
Issue Task Force ("EITF") No. 00-02, "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.
17
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. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our Common Stock.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
We have sought to identify what we believe are 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.
Potential Fluctuations in Annual Operating Results
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, 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.
Dependence Upon Management
Our future performance and success is dependant 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 Articles of Incorporation provide,
however, that our officers and directors shall have no liability to our
shareholders for losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly violated the law, approved an improper dividend or stock repurchase,
or derived an improper benefit from the transaction. Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate our business or conduct the internal affairs, provided that in
connection with these activities they act in good faith and in a manner that
they reasonably believe to be in, or not opposed to, the best interests of
Sparta, and their conduct does not constitute gross negligence, misconduct or
breach of fiduciary obligations. To further implement the permitted
indemnification, we have entered into Indemnity Agreements with our officers and
directors.
18
Continued Control of Current Officers and Directors
The present officers and directors own approximately 67% of the outstanding
shares of common stock, and therefore are in a position to elect all of our
Directors and otherwise control the Company, including, without limitation,
authorizing 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.
Management of Growth
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.
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ITEM 3. CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer, who is
also presently serving as our Principal Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) or Rule 15a-15(e) of the Exchange Act) as of the end of the period
covered by this report. Based on that evaluation, 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 effective.
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 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the year ended April 30, 2005, we sold promissory notes with rights to
acquire common stock to accredited investors in transaction deemed exempt from
registration pursuant to Section 4(2) of the Securities Act. During the quarter
ended July 31, 2005, we issued 288,464 shares of common stock pursuant to
certain provisions of the notes. We are also committed to issue an additional
176,281 shares of common stock related to these notes, and we expect to issue
these shares during the second quarter. Additionally, during August 2005, we
agreed to issue an aggregate of 651,124 shares of common stock to repay $150,000
of principal amount of notes and $12,781 of related accrued interest.
In July 2005, we completed 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
consisted 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 was
conducted by a placement agent on a best efforts basis. The units were offered
solely to accredited investors. 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. In transactions with accredited
investors deemed exempt from registration pursuant to Section 4(2) of the
Securities Act, from December 2004 through April 30, 2005, we sold 12.25 units,
with a subscription for 0.05 units subsequently rescinded, and, from May 2005 to
July 2005, we sold an additional 17.75 units, for gross proceeds of $2,995,000.
The placement agent received 10% of the cash proceeds from the private placement
and reimbursement for expenses, and warrants to purchase 1,923,079 shares of
common stock, exercisable for five years at $0.172 per share from the date of
issuance. We used the net proceeds for working capital purposes.
In July 2005, we sold one accredited investor in a transaction deemed exempt
from registration pursuant to Section 4(2) of the Securities Act, for the sum of
$5,000, 50 shares of Series A convertible, redeemable preferred stock and
warrants to purchase 6,026 shares of common stock, exercisable for three years
at $.0195 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 a rate of one preferred share into
641 shares of common stock. We used the proceeds for working capital purchases.
In July 2005, in a transaction deemed to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act, we entered
into an agreement with an individual for business consulting services for a term
of one year pursuant to which we agreed to issue 250,000 shares of common stock
as compensation.
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ITEM 6. EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description of Exhibit
-------------- ----------------------
Exhibit 10.1 Form of Employment Agreement with Anthony Havens (Incorporated
by reference to Exhibit 10.4 of Form 10-KSB filed on August
13, 2004)
Exhibit 10.2 Employment Agreement with Danny Lanjewar (Incorporated by
reference to Exhibit 10.5 of Form 10-KSB filed on August 13,
2004)
Exhibit 10.3 Consulting Agreement with Glenn Little (Incorporated by
reference to Exhibit 10.6 of Form 10-KSB filed on August 13,
2004)
Exhibit 10.4 Employment Agreement with Richard Trotter (Incorporated by
reference to Exhibit 10 of Form 8-K filed on October 29, 2004)
Exhibit 10.5 Option Agreement with Richard Trotter (Incorporated by
reference to Exhibit 10.1 of Form 8-K filed on May 5, 2005)
Exhibit 10.6 Master Loan and Security Agreement - Motor Vehicles
(Incorporated by reference to Exhibit 10.1 of Form 8-K filed
on July 28, 2005)
Exhibit 10.7 Master Loan and Security Agreement - Installment Sale Contract
(Incorporated by reference to Exhibit 10.2 of Form 8-K filed
on July 28, 2005)
Exhibit 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-QSB.
Exhibit 31.1* Certification of Chief Executive Officer and Principal
Financial Officer Pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a)
Exhibit 32.1* Certification of Chief Executive Officer and Principal
Financial Officer Pursuant to Securities Exchange Act Rule
13a-14(b) and 18 U.S.C. Section 1350
----------
* Filed herewith.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SPARTA COMMERCIAL SERVICES, INC.
Date: September 16, 2005 By: /s/ Anthony L. Havens
---------------------
Anthony L. Havens
Chief Executive Officer and
Principal Financial Officer
23