SPARTA
COMMERCIAL SERVICES, INC.
462
Seventh Ave., 20th Floor,
New
York, NY 10018.
June
4,
2007
VIA
EDGAR
United
States Securities and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
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RE:
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Sparta
Commercial Services, Inc.
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Pre-Effective
Amendment No. 2 to Form SB-2 (Registration No.
- 333-133644)
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Form
AW-Application for Withdrawal
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Ladies
and Gentlemen:
Sparta
Commercial Services, Inc., a Nevada corporation (the “Registrant”), hereby
applies, pursuant to Rule 477(a) of the Securities Act of 1933, as amended
(the
“Securities Act”), to withdraw its Pre-Effective Amendment No. 2 to Registration
Statement on Form SB-2 (Registration No. 333-133644), filed on April 30, 2007
(the “Pre-Effective Amendment”).
The
Registrant is requesting the withdrawal of the Pre-Effective Amendment because
the Pre-Effective Amendment was miscoded in EDGAR as a Pre Effective Amendment
rather than a proper coding of POS AM. The Registrant re-filed the
Post-Effective Amendment with a POS AM coding on June 4, 2007. None of the
Registrant’s securities were sold pursuant to the Pre-Effective Amendment.
Accordingly,
the Registrant hereby respectfully requests that an order granting the
withdrawal of the Pre-Effective Amendment be issued by the Securities and
Exchange Commission as soon as reasonably possible.
Please
forward copies of the order consenting to the withdrawal of the Pre-Effective
Amendment to the undersigned via mail at 462 Seventh Ave., 20th Floor, New
York,
NY 10018.
If
you
have questions regarding the foregoing application for withdrawal, please call
Robert Newman at Jones Garneau LLP, outside counsel to the Registrant, at (914)
472-2300.
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Sincerely,
SPARTA
COMMERCIAL SERVICES, INC.
By:
/s/
Anthony W. Adler
Anthony
W. Adler, Executive Vice President
and
Interim Chief Financial
Officer
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