Edgar Filing: SPARTA COMMERCIAL SERVICES, INC.

Unassociated Document

SCHEDULE 14C INFORMATION

(Rule 14c-101)

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

o	Preliminary information statement

o	Confidential, for Use of the Commission Only

(as permitted by Rule 14c-5(d)(2))

x	Definitive information statement

SPARTA COMMERCIAL SERVICES, INC.

(Name of Registrant as Specified in Its Charter)

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x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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SPARTA COMMERICAL SERVICES, INC.

INFORMATION STATEMENT

GENERAL INFORMATION

General

Sparta Commercial Services, Inc., a Nevada corporation (the “Company”) is providing this Information Statement (this “Information Statement”), which is being mailed or furnished on or about August 14, 2009 to the holders of the Company’s common stock, par value $.001 per share (the “Common Stock”) on such date, as notification that holders of a majority of votes represented by the issued and outstanding shares of Common Stock, by means of a written consent in lieu of a special meeting of the stockholders (the “Written Consent”), voted in favor of amending the Company’s Articles of Incorporation to increase the authorized number of shares of the Common Stock from 340,000,000 to 750,000,000 (the “Charter Amendment”).

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement is being provided pursuant to the requirements of Rule 14c-2 promulgated under Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to inform holders of the Company’s Common Stock entitled to vote or give an authorization or consent in regard to the actions authorized by the Written Consent, of the actions to be taken pursuant to the Written Consent.

Action by Written Consent

Pursuant to Section 78.320-2 of the Nevada Revised Statutes, any action that may be taken at a meeting of the stockholders may also be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action or actions so taken, is signed by the holders of outstanding shares of capital stock holding a least a majority of the voting power needed to approve the action. The Charter Amendment requires a vote of a majority of the votes entitled to be cast by holders of the issued and outstanding shares of the Common Stock.

Record Date

The Board of Directors fixed March 25, 2009 (the “Record Date”) as the record date for determining the stockholders entitled receive notice of the Charter Amendment. Only stockholders of record of the Company at the close of business on the Record Date are entitled to receive this Information Statement.

Date, Time and Place Information

The Written Consents, dated between April 6, 2009 and April 29, 2009, executed by the holders of a majority of the outstanding shares of the Common Stock (the “Majority Stockholders”), have been delivered to the Company’s principal executive offices at 462 Seventh Avenue, 29th Floor, New York, New York 10018.

Effectiveness of Charter Amendment

In accordance with the regulations promulgated under the Exchange Act, the authorization of the Charter Amendment may not become effective until 20 calendar days after the Company has mailed this Information Statement to its stockholders. The Company intends to file an Amendment to its Articles of Incorporation (the “Amendment”), a copy of which is annexed hereto as Exhibit A, with the Secretary of State of the State of Nevada (the “Secretary of State”), immediately following the expiration of such 20-day period (the “Effective Date”).

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Voting Securities

COMMON STOCK. On the Record Date, there were 168,398,291 shares of the Common Stock issued and outstanding. Each share of Common Stock entitles its holder to one vote on the matters put to a vote of the Company’s stockholders.

The Company’s stockholders entitled to vote were calculated, as of the Record Date, in order to determine the number of shares of the Common Stock necessary to be voted to approve the Amendment. On the Record Date, the Majority Stockholders owned or had the right to vote directly or indirectly 84,902,125 shares of the Common Stock, constituting approximately 50.42% of the votes entitled to be cast in votes of the Company’s stockholders. All of the shares owed by the Majority Stockholders consented to the Charter Amendment.

Security Ownership of Certain Beneficial Holders and Management

The table below sets forth information regarding the beneficial ownership of our common stock as of March 25, 2009 by:

each person known by us to be the beneficial owner of more than 5% of our common stock;

each of our directors;

each of our executive officers; and

our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power. Under SEC rules, a person is deemed to be the beneficial owner of securities which may be acquired by such person upon the exercise of options and warrants or the conversion of convertible securities within 60 days from the date on which beneficial ownership is to be determined. Each beneficial owner's percentage ownership is determined by dividing the number of shares beneficially owned by that person by the base number of outstanding shares, increased to reflect the beneficially-owned shares underlying options, warrants or other convertible securities included in that person's holdings, but not those underlying shares held by any other person.

Unless indicated otherwise, the address for each person named is c/o Sparta Commercial Services, Inc., 462 Seventh Ave, 20th Floor, New York, New York 10018.

Name	Number of Shares Beneficially Owned		Percentage of Class Beneficially Owned
Anthony L. Havens (1)		30,933,250		17.9
Kristian Srb (2)		33,045,750		19.2
Jeffrey Bean (3)		416,000		*
Anthony W. Adler (4)		3,895,000		2.3
Richard P. Trotter (5)		987,500		*
Sandra L. Ahman		580,865		*
All current directors and named officers as a group (6 in all)		69,858,365		40.5