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, 2006
|_| 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 30-0298178
(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
|_|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes |_| No |X|
As of August 30, 2006, we had 121,285,680 shares of common stock issued and
outstanding.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
1
SPARTA COMMERCIAL SERVICES, INC.
FORM 10-QSB
FOR THE QUARTER ENDED JULY 31, 2006
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets as of July 31, 2006
and April 30, 2006 3
Condensed Consolidated Statements of Operations
for the Three Months Ended July 31, 2006 and 2005 4
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended July 31, 2006 and 2005 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis and Plan of Operation 12
Item 3. Controls and Procedures 19
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 6. Exhibits 20
Signatures 21
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, April 30,
2006 2006
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 12,369 $ 856,382
Lease payments receivable, current, net of
reserve of $10,961 and $5,090, respectively 445,736 206,986
Loan proceeds receivable 56,571 389,998
Prepaid expenses 34,231 51,939
Other current assets 7,150 4,250
------------ ------------
Total current assets 556,057 1,509,555
Motorcycles and other vehicles under operating leases, net of accumulated
depreciation of $139,421 and $75,873, respectively, and loss reserve of
$29,546 and $16,409, respectively 1,062,129 667,286
Property and equipment, net of accumulated depreciation and
amortization of $63,838 and $53,249, respectively 125,530 121,544
Lease and Retail installment sale contract receivables, net of current
portion and loss reserve of $36,418 and $14,654, respectively 1,481,001 595,895
Restricted cash 172,258 112,503
Deposits 50,817 48,967
------------ ------------
Total assets $ 3,447,792 $ 3,055,750
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 555,480 $ 424,692
Accrued equity based compensation -- 333,600
Accrued equity based penalties 2,973 47,468
Notes payable, current portion 326,971 358,549
Deferred revenue 6,600 --
------------ ------------
Total current liabilities 892,024 1,164,309
Deferred revenue 542,876 186,245
Notes payable, long term portion 947,755 330,799
Warrant liability 233,190 834,924
------------ ------------
Total liabilities 2,615,845 2,516,277
------------ ------------
Stockholders' equity:
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, 19,795 and 19,795 shares
issued and outstanding, respectively 1,979,500 1,979,500
Common stock, $0.001 par value; 340,000,000 shares
authorized, 121,215,180 and 114,180,301 shares 121,215 114,180
shares issued and outstanding, respectively
Common stock to be issued, 320,513 and 5,838,302
shares, respectively 320 5,838
Common stock subscribed 330,000 330,000
Additional paid-in capital 13,183,794 12,553,884
Deferred compensation (168,137) (293,500)
Accumulated deficit (14,614,745) (14,150,429)
------------ ------------
Total stockholders' equity
831,947 539,473
------------ ------------
Total liabilities and stockholders' equity $ 3,447,792 $ 3,055,750
============ ============
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, 2006 AND 2005
(UNAUDITED)
Three Months Ended July 31,
----------------------------------
2006 2005
-------------- --------------
Revenue $ 191,642 $ 17,326
Operating expenses:
General and administrative 1,166,781 586,732
Depreciation and amortization 74,297 12,233
-------------- --------------
Total operating expenses 1,241,078 598,965
Loss from operations (1,049,436) (581,639)
Other income (expense):
Interest expense and financing cost, net 13,323 (657,253)
Change in value of warrant and 601,734 --
penalty share liability
Loss on sale of asset -- (6,500)
Income (taxes) benefit -- --
-------------- --------------
Net loss (434,379) (1,245,392)
Preferred dividend 29,937 1,803,275
Net loss attributed to common stockholders $ (464,316) $ (3,048,667)
============== ==============
Basic and diluted loss per share $ (0.00) $ (0.01)
============== ==============
Basic and diluted loss per share attributed to
common stockholders $ (0.00) $ (0.04)
============== ==============
Weighted average shares outstanding 120,752,745 86,071,260
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
SPARTA COMMERCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 31, 2006 AND 2005
(UNAUDITED)
Three Months Ended
July 31,
------------------------------
2006 2005
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (434,379) $ (1,245,392)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 74,297 12,233
Allowance for loss reserve 40,773 --
Amortization of deferred revenue (3,300) (3,300)
Amortization of deferred compensation 125,363 --
Equity based compensation 98,542 --
Stock based finance cost -- 524,935
Change in warrant and penalty share liability (601,734)
Loss on sale of assets -- 6,500
Changes in operating assets and liabilities:
(Increase) decrease in:
Lease payments receivable (1,151,492) (5,022)
Prepaid expenses 17,708 (120,000)
Loan proceeds receivable 333,427 --
Other current assets (2,900) (2,300)
Restricted cash (59,755) (100,000)
Deposits (1,850) --
Increase (decrease) in:
Accounts payable and accrued expenses 237,635 60,371
Deferred revenue 366,531 8,415
Accrued registration penalty (44,495) --
------------ ------------
Net cash used in operating activities (1,005,629) (863,560)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of asset -- 25,000
Cost of asset sold -- (31,500)
Payments for motorcycles and other vehicles under leases and retail
installment sale contracts (471,528) (104,486)
Purchases of property and equipment (14,734) (17,582)
------------ ------------
Net cash used by investing activities (486,262) (128,568)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of preferred stock, net -- 1,592,517
Proceeds from notes 667,238 --
Payments on notes (81,860) (150,000)
Proceeds from exercise of warrants 62,500 --
Cash Overdraft -- 6,748
------------ ------------
Net cash provided by financing activities
647,878 1,449,265
------------ ------------
Net increase in cash
(844,013) 457,137
Cash and cash equivalents, beginning of period $ 856,382 $ 108,365
------------ ------------
Cash and cash equivalents, end of period $ 12,369 $ 565,502
============ ============
Cash paid for:
Interest $ 24,093 $ 8,918
============ ============
Income taxes $ -- $ --
============ ============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
5
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(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 consolidated financial statements as of July 31, 2006
and for the three month periods ended July 31, 2006 and 2005 have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange 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 financial statements should
be read in conjunction with the audited financial statements and explanatory
notes for the year ended April 30, 2006 as disclosed in the company's 10-KSB for
that year as filed with the SEC, as it may be amended.
The results of the three months ended July 31, 2006 are not necessarily
indicative of the results to be expected for the full year ending April 30,
2007.
The unaudited condensed 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. 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.
6
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(UNAUDITED)
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, 2006, the Company had recorded deferred
revenue related to these contracts of $6,600.
The Company evaluates its operating and retail installment sales leases on an
ongoing basis and has established reserves for losses, based on current and
expected future experience.
Stock Based Compensation
Prior to the adoption of FASB No. 123R, during the third quarter of Fiscal 2006,
the Company recorded employee stock based compensation pursuant to APB No. 25.
Had compensation costs for the Company's stock options been determined based on
the fair value at the grant dates for the awards, the Company's net loss and
losses per share for the period prior to the adoption of FAS 123R would have
been as follows:
Three Months
Ended
July 31, 2005
------------
Net loss - as reported $ (1,245,392)
Add: Total stock based employee compensation expense as reported
under intrinsic value method (APB. No. 25) --
Deduct: Total stock based employee compensation expense as reported
under fair value based method (SFAS No. 123) (12,355)
------------
Net loss - Pro Forma $ (1,257,747)
============
Net loss attributable to common stockholders - Pro forma $ (3,061,022)
============
Basic (and assuming dilution) loss per share - as reported $ (0.04)
============
Basic (and assuming dilution) loss per share - Pro forma $ (0.04)
============
7
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(UNAUDITED)
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 $0.004 and $0.04 for the quarters ended July 31, 2006 and 2005,
respectively. At July 31, 2006 and 2005, 27,069,527 and 37,468,324 potential
shares, respectively, were excluded from the shares used to calculate diluted
earnings per share as their inclusion would reduce net loss per share.
New Accounting Pronouncements
In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing
of Financial Assets - an amendment to FASB Statement No. 140. Statement 156
requires that an entity recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
service contract under certain situations. The new standard is effective for
fiscal years beginning after September 15, 2006. The adoption of SFAS No.156 did
not have a material impact on the Company's financial position and results of
operations.
In February 2006, the FASB issued SFAS 155, which applies to certain "hybrid
financial instruments," which are instruments that contain embedded derivatives.
The new standard establishes a requirement to evaluate beneficial interests in
securitized financial assets to determine if the interests represent
freestanding derivatives or are hybrid financial instruments containing embedded
derivatives requiring bifurcation. This new standard also permits an election
for fair value remeasurement of any hybrid financial instrument containing an
embedded derivative that otherwise would require bifurcation under SFAS 133. The
fair value election can be applied on an instrument-by-instrument basis to
existing instruments at the date of adoption and can be applied to new
instruments on a prospective basis. The adoption of SFAS No.155 did not have a
material impact on the Company's financial position and results of operations.
In May 2005 the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective application to
prior periods' financial statements for changes in accounting principle, unless
it is impracticable to determine either the period-specific effects or the
cumulative effect of the change. SFAS 154 also requires that retrospective
application of a change in accounting principle be limited to the direct effects
of the change. Indirect effects of a change in accounting principle, such as a
change in non-discretionary profit-sharing payments resulting from an accounting
change, should be recognized in the period of the accounting change. SFAS 154
also requires that a change in depreciation, amortization, or depletion method
for long-lived, non-financial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. Early adoption is permitted for accounting changes and
corrections of errors made in fiscal years beginning after the date this
Statement is issued. The adoption of SFAS No.154 did not have a material impact
on the Company's financial position and results of operations.
8
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(UNAUDITED)
NOTE B - MOTORCYCLES AND OTHER VEHICLES UNDER OPERATING LEASES
Motorcycles and other vehicles under operating leases at July 31, 2006 and April
30, 2006 consist of the following:
July 31, April 30,
2006 2006
------------ ------------
Motorcycles and other vehicles $ 1,231,096 $ 759,568
Less: accumulated depreciation (139,421) (75,873)
------------ ------------
Motorcycles and other vehicles, net of accumulated 1,091,675 683,695
depreciation
Less: estimated reserve for residual values (29,546) (16,409)
------------ ------------
Motorcycles and other vehicles under operating leases, net $ 1,062,129 $ 667,286
============ ============
Depreciation expense for the three months ended July 31, 2006 and 2005 was
$63,548 and $9,468, respectively.
NOTE C - NOTES PAYABLE
The company finances certain of its leases through a third party. 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 July 31, 2006 is 8.82%.
At July 31, 2006, the notes payable mature as follows:
12 months Ended
July 31 Amount
--------------- ---------------
2007 $ 326,971
2008 245,355
2009 252,465
2010 263,097
2011 186,838
---------------
$ 1,274,726
===============
NOTE D - EQUITY TRANSACTIONS
The Company is authorized to issue 10,000,000 shares of preferred stock with
$0.001 par value per share and $100 stated value per share, of which 35,850
shares have been designated as Series A convertible preferred stock, and
340,000,000 shares of common stock with $0.001 par value per share. As of July
31, 2006 and April 30, 2006, the Company has issued and outstanding 19,795
shares of preferred stock issued and outstanding each period. The Company has
121,215,180 and 114,180,301 shares of common stock issued and outstanding as of
July 31, 2006 and April 30, 2006, respectively.
9
SPARTA COMMERCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(UNAUDITED)
Common Stock
During May 2006, the Company issued 550,000 shares of common stock, valued at
$286,000, for accrued expenses recorded during the year end April 30, 2006.
During July 2006, the Company issued 320,000 shares of common stock, valued at
$132,600, for accrued expenses recorded during the year end April 30, 2006.
During June 2006, the Company issued an aggregate of 139,000 shares of common
stock, pursuant to a consulting agreement. The shares have been valued at
$59,075.
During July 2006, the Company issued an aggregate of 69,500 shares of common
stock, pursuant to a consulting agreement. The shares have been valued at
$15,290.
During July 2006, the Company issued 70,000 shares of common stock, valued at
$38,500, for accrued costs related to loans received by the Company during the
year end April 30, 2006.
During July 2006, the Company issued 48,077 shares of common stock, valued at
$13,285, related to penalty provision accrued during the year end April 30,
2006.
During July 2006, the Company issued 5,839,302 shares of common stock for shares
subscribed for in March 2006.
During July 2006, the Company received $62,500 upon the exercised of 320,513
warrants. The shares will be issued in the quarter ending October 31, 2006.
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 was charged to financing cost during the
quarter.
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, 2006
(UNAUDITED)
NOTE E - NON-CASH FINANCIAL INFORMATION
During the three months ended July 31, 2006, the Company:
o Issued 1,078,500 shares of common stock for accrued expense and
consultant fees. The shares have been valued at $492,965. Of this
amount, $418,600 for 870,000 shares had been charged to consulting
expense during the year ended April 30, 2006 and the remainder of
$74,365 has been charged to expense during the three months ended
July 31, 2006.
o Issued 70,000 shares of common stock, valued at $38,500, for accrued
additional costs related to loans received by the Company during the
year end April 30, 2006.
o Issued 48,077 shares of common stock, valued at $13,285, related to
penalty provision accrued during the year end April 30, 2006.
NOTE F - SUBSEQUENT EVENTS.
In September 2006, the Company sold to four accredited investors bridge notes in
the aggregate amount of $250,000. The bridge notes mature in 90 days, together
with simple interest at the rate of 10%. The notes provide that 40,000 shares of
the Company's restricted common stock are to be issued for each $25,000 of notes
purchased.
Also, in September 2006, the Company borrowed $50,000 from one of its Directors
on a demand basis without interest and the Company borrowed $14,760 from another
Director and Officer on a demand basis without interest.
NOTE G - 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 during the period October 1, 2001 (date of inception)
through July 31, 2006, the Company incurred loss of $14,614,745. Of these
losses, $434,379, were incurred in the quarter ending July 31, 2006 and
$1,245,392 in the quarter ending July 31, 2005. 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 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.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 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, 2006 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 period from inception through January 31, 2005 was a developmental 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. Consequently, our
operations are subject to all the risks inherent in the establishment of a new
business enterprise. In fiscal year 2005, we began to obtain regulatory approval
in several states, where required, prior to commencing active operations. In
February 2006, we attended our first national motorcycle industry dealer only
trade show "Dealer EXPO 2006" and over 200 dealers visited our booth during the
show. We are actively signing up dealers to participate in our financing
programs, including our private label financing programs. As of August 31, 2006,
1,292 (compared to 710 at August 31, 2005) dealers have logged onto our web site
and downloaded dealer applications and of that number, 434 have been approved as
Sparta or private label authorized dealers. We believe this trend will continue
over the foreseeable future. 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. Additionally, we have signed
three third party marketing arrangements with industry recognized consulting
firms who will introduce our programs to their dealer clients and train them how
to effectively use them. We have increased our marketing staff from 1 at January
2005 to 4 at the present time. Although the Company obtained a senior credit
facility in July 2005 which was renewed in August 2006, which allowed us to
commence and continue our operations, we will need to obtain additional credit
facilities to fully implement our business plan as this current credit facility
only allows for origination across three out of five credit profiles. We need
the additional credit facilities so that we have the funding sources to
originate leases and finance contracts across all credit profiles of our
business model. We are presently seeking additional credit facilities and long
term debt and additional equity to support the additional debt.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED JULY 31, 2006 TO THE THREE MONTHS ENDED
JULY 31, 2005
For the three months ended July 31, 2006 and 2005, we have generated limited,
but increasing, sales revenues, have incurred significant expenses, and have
sustained significant losses. We believe we will continue to earn increasing
revenues from operations during the remainder of fiscal 2006 and in the upcoming
fiscal year.
12
REVENUES
Revenues totaled $191,642 during the three months ended July 31, 2006 as
compared to $17,326 during the three months ended July 31, 2005. Current period
revenue was comprised of $153,092 in lease revenue, $10,200 in private label
fees and $28,350 in other income. Prior 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 $1,166,781 during the three months
ended July 31, 2006, compared to $586,732 during the three months ended July 31,
2005, an increase of $580,049, or 99%. Expenses incurred during the current
three month period consisted primarily of the following expenses: Compensation
and related costs, $326,852; Accounting, audit and professional fees, $132,184;
Consulting fees, $222,863; Rent, $48,087, Travel and entertainment, $39,590 and
stock based compensation $98,542. Expenses incurred during the comparative three
month period in 2005 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.
We incurred a non-cash charge of $223,905 during the three months ended July 31,
2006 related to shares of common stock issued for consulting fees and services.
The comparable expenses during the three months ended July 31, 2005, the Company
had expensed non-cash costs of $406,665 related to warrants granted to the
private placement agent. 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. During three months
ending July 31, 2006 we have also recorded non-cash income of $632,944 related
to the decrease in value of warrants issued with registration rights. The fair
value of these warrants is classified a liability on the balance sheet.
NET LOSS
We incurred a net loss before preferred dividends of $434,379 for our three
months ended July 31, 2006 as compared to $1,245,392 for the corresponding
interim period in 2005. The $811,013 or 65% decrease in our net loss before
preferred dividends for our three month interim period ended July 31, 2006 was
attributable primarily to non-cash financing costs, which did not incur in
current period and a partial recovery in the amount of $632,944 of prior years
charges for warrant liability.
We also incurred non-cash preferred dividend expense of $29,937 for our three
month period ended July 31, 2006 with an expense of $1,803,275 in the
corresponding interim period of 2005. The decrease in preferred dividend expense
was attributable to the beneficial conversion feature expense of $1,775,000 in
the corresponding interim period in 2005, related to warrants issued with the
convertible preferred stock and a beneficial conversion feature associated with
the preferred stock, with no comparable expense in the current period.
Our net loss attributable to common stockholders decreased to $464,316 for our
three month period ended July 31, 2006 as compared to $3,048,667 for the
corresponding period in 2005. The $2,584,351 decrease in net loss attributable
to common stockholders for our three month period ended July 31, 2006 was due to
the a charge of $1,775,000 in corresponding interim period in 2005, related to
warrants issued with the convertible preferred stock and a beneficial conversion
feature associated with the preferred stock.
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LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2006, the Company had a working capital deficit of $335,967. The
Company generated a deficit in cash flow from operations of $1,005,629 for the
three months ended July 31, 2006. This deficit is primarily attributable to the
Company's net loss from operations of $434,379, an increase in lease receivables
of $1,151,492, a charge for stock based compensation of $98,542 and a change in
warrant liability of $601,734 partially offset by depreciation and amortization
of $74,297, and to changes in the balances of current assets and liabilities.
Accounts payable and accrued expenses increased by $237,635, deferred revenue
increased by $366,531 and prepaid expenses decreased by $21,164 and loan
proceeds receivable decreased by $333,427.
Cash flows used in investing activities for the three months ended July 31, 2006
was $486,262, primarily due to the purchase of property and equipment of $14,734
and payments for motorcycles and vehicles of $471,528.
The Company met its cash requirements during the three month period through net
proceeds for equity of $62,500, debt financing of $667,238 offset with payments
of $81,860. 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. There is no guarantee that we will be
successful in raising the funds required.
We estimate that we will need approximately $1,800,000 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. As of the date of this
filing, we have more than sufficient operating capital to continue our planned
business operations for the next twelve months and for our general operating
expenses. Although the Company obtained a senior credit facility in July 2005,
which allowed us to commence our initial active operations, this facility
finances only three of our five credit tiers, thus we will need to obtain
additional credit facilities to fully implement our business plan. We are
presently seeking those additional credit facilities and long term debt. This
additional, 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. If we are not successful in generating sufficient
liquidity from operations or in raising sufficient capital resources to finance
our growth, 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, 2006 and 2005 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.
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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:
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.
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 or acquisition of any significant property, plant
or equipment during the next twelve months.
NUMBER OF EMPLOYEES
At July 31, 2006 we have 22 full time 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.
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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.
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
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.. Management has elected to apply Statement 123R in the third
quarter of fiscal year 2006.
RECENT ACCOUNTING PRONOUNCEMENT
In February 2006, the FASB issued SFAS 155, which applies to certain "hybrid
financial instruments," which are instruments that contain embedded derivatives.
The new standard establishes a requirement to evaluate beneficial interests in
securitized financial assets to determine if the interests represent
freestanding derivatives or are hybrid financial instruments containing embedded
derivatives requiring bifurcation. This new standard also permits an election
for fair value remeasurement of any hybrid financial instrument containing an
embedded derivative that otherwise would require bifurcation under SFAS 133. The
fair value election can be applied on an instrument-by-instrument basis to
existing instruments at the date of adoption and can be applied to new
instruments on a prospective basis. The adoption of SFAS No.155 did not have a
material impact on the Company's financial position and results of operations.
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In February 2006, the FASB issued FASB Staff Position ("FSP") No. FAS 123(R)-4,
"Classification of Options and Similar Instruments Issued as Employee
Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent
Event," which amends SFAS No. 123(R) to require that options issued with a cash
settlement feature that can be exercised upon the occurrence of a contingent
event that is outside the employee's control should not be classified as
liabilities until it becomes probable that the event will occur. For companies
that adopted SFAS No. 123(R) prior to the issuance of the FSP, application is
required in the first reporting period beginning after February 3, 2006.
Currently, the Company has no stock options outstanding with contingent cash
settlement features, and as a result, the FSP will not impact the Company's
consolidated financial statements.
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.
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.
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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 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.
CONTINUED CONTROL OF CURRENT OFFICERS AND DIRECTORS
The present officers and directors own approximately 62% of the outstanding
shares of common stock, without giving effect to shares underlying convertible
securities, 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 and our
Principal Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-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.
In September 2006, in transactions deemed to be exempt from registration under
the Securities Act in reliance on Section 4(2) of the Securities Act, the
Company sold to four accredited investors bridge notes in the aggregate amount
of $250,000. The bridge notes mature in 90 days, together with simple interest
at the rate of 10%. The notes provide that 40,000 shares of the Company's
restricted common stock are to be issued for each $25,000 of notes purchased.
Item 6. Exhibits.
The following exhibits are filed with this report:
Exhibit Number Description of Exhibit
-------------- --------------------------------------------------------------
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 Pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a)
Exhibit 31.2* Certification of Principal Financial Officer Pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a)
Exhibit 32.1* Certification of Chief Executive Officer Pursuant to
Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
1350
Exhibit 32.2* Certification of 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 19, 2006 By: /s/ Anthony L. Havens
----------------------------
Anthony L. Havens
Chief Executive Officer
Date: September 19, 2006 By: /s/ Anthony W. Adler
----------------------------
Anthony W. Adler
Principal Financial Officer
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