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These terms and conditions govern your use of the website alphaminr.com and its related services.
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended April 30, 2013
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________.
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Commission file number:
0-9483
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SPARTA COMMERCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
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NEVADA
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30-0298178
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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370 Lexington Ave., Suite 1901, New York, NY
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10017
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(Address of principal executive offices)
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(Zip Code)
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Common Stock, par value $0.001
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(Title of class)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Page
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PART I
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Item 1.
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3
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Item 1A.
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10
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Item 1B.
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14
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Item 2.
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14
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Item 3.
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14
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Item 4.
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14
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PART II
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Item 5.
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15
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Item 6.
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17
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Item 7.
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17
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Item 7A.
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21
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Item 8.
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21
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Item 9.
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44
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Item 9A.
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44
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Item 9B.
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44
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PART III
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Item 10.
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45
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Item 11.
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47
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Item 12.
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49
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Item 13.
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51
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Item 14.
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52
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Item 15.
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52
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55
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·
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prevent the introduction or reintroduction of stolen motor vehicles into interstate commerce;
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·
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protect states, consumers (both individual and commercial), and other entities from fraud;
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·
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reduce the use of stolen vehicles for illicit purposes including funding of criminal enterprises; and
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·
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provide consumer protection from unsafe vehicles.
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●
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Purchase a report directly from the Cyclechex, RVchex or CarVinReport website, and
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●
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Purchase a report via an Affiliate website.
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●
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Dealers purchase a “block” of history reports from Cyclechex, RVchex or CarVinReport (with pricing incentives to purchase a larger quantity of reports),
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●
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This will facilitate the dealers' acceptance of trade-in vehicles and add value to the purchase of any pre-owned motorcycle, RV, automobile, or light truck, and
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●
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Dealers may absorb the cost of the report or re-sell the report to their customer.
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●
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Dealers and other industry sources may incorporate the Cyclechex, RVchex, or CarVinReport website link in their sales and marketing strategies, and
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●
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Affiliates will earn commission on any Cyclechex, RVchex, or CarVinReport history reports that are generated from their sites.
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·
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Annual sales of used motorcycles: ~ 2.5 million units
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·
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Annual sales of used Recreational Vehicles: ~ 570 thousand units
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·
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Annual sales of used cars: ~ 38 million units.
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Fiscal Year Ended
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||||||||
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April 30,
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April 30,
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|||||||
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2013
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2012
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|||||||
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Revenues
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$ | 203,997 | $ | 250,933 | ||||
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Net loss
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$ | (880,210 | ) | $ | (1,034,112 | ) | ||
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·
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Fair Debt Collection Practices Act. The Fair Debt Collection Practices Act and applicable state law counterparts prohibit us from contacting customers during certain times and at certain places, from using certain threatening practices and from making false implications when attempting to collect a debt.
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·
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Truth in Lending Act. The Truth in Lending Act requires us and the dealers we do business with to make certain disclosures to customers, including the terms of repayment, the total finance charge, and the annual percentage rate charged on each contract.
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·
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Consumer Leasing Act. The Consumer Leasing Act applies to any lease of consumer goods for more than four months. The law requires the seller to disclose information such as the amount of initial payment, number of monthly payments, total amount for fees, penalties for default, and other information before a lease is signed.
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·
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The Consumer Credit Protection Act of 1968. The Act required creditors to state the cost of borrowing in a common language so that the consumer can figure out what the charges are, compare costs, and shop for the best credit deal.
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·
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Equal Credit Opportunity Act. The Equal Credit Opportunity Act prohibits creditors from discriminating against loan applicants on the basis of race, color, sex, age, or marital status. Pursuant to Regulation B promulgated under the Equal Credit Opportunity Act, creditors are required to make certain disclosures regarding consumer rights and advise consumers whose credit applications are not approved of the reasons for the rejection.
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·
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Fair Credit Reporting Act. The Fair Credit Reporting Act requires us to provide certain information to consumers whose credit applications are not approved on the basis of a report obtained from a consumer reporting agency.
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·
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Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act requires us to maintain privacy with respect to certain consumer data in our possession and to periodically communicate with consumers on privacy matters.
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·
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Soldiers' and Sailors' Civil Relief Act. The Soldiers' and Sailor's Civil Relief Act requires us to reduce the interest rate charged on each loan to customers who have subsequently joined, enlisted, been inducted or called to active military duty, if requested to do so.
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·
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Electronic Funds Transfer Act. The Electronic Funds Transfer Act prohibits us from requiring our customers to repay a loan or other credit by electronic funds transfer ("EFT"), except in limited situations that do not apply to us. We are also required to provide certain documentation to our customers when an EFT is initiated and to provide certain notifications to our customers with regard to preauthorized payments.
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·
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Telephone Consumer Protection Act. The Telephone Consumer Protection Act prohibits telephone solicitation calls to a customer's home before 8 a.m. or after 9 p.m. In addition, if we make a telephone solicitation call to a customer's home, the representative making the call must provide his or her name, our name, and a telephone number or address at which our representative may be contacted. The Telephone Consumer Protection Act also requires that we maintain a record of any requests by customers not to receive future telephone solicitations, which must be maintained for five years.
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·
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Bankruptcy. Federal bankruptcy and related state laws may interfere with or affect our ability to recover collateral or enforce a deficiency judgment.
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·
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Dodd-Frank Wall Street Reform and Consumer Protection Act. The Dodd-Frank Wall Street Reform and Consumer Protection Act authorized the creation of a Bureau of Consumer Financial Protection. The impact on the Company of the newly-created agency is unknown at this time as the agency is yet to be formed.
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High
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Low
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|||||||
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Fiscal Year 2013
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||||||||
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First quarter (May 1, 2012 – July 31, 2012)
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$
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1.75
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$
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0.86
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||||
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Second quarter (August 1, 2012 – October 31, 2012)
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$
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1.30
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$
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0.54
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||||
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Third quarter (November 1, 2012 – January 31, 2013)
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$
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0.75
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$
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0.48
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||||
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Fourth quarter (February 1, 2013 – April 30, 2013)
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$
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0.62
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$
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0.32
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||||
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Fiscal Year 2012
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||||||||
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First quarter (May 1, 2011 - July 31, 2011)
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$
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1.16
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$
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0.60
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||||
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Second quarter (August 1, 2011 - October 31, 2011)
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$
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0.60
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$
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0.375
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||||
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Third quarter (November 1, 2011 - January 31, 2012)
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$
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0.50
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$
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0.225
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||||
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Fourth quarter (February 1, 2012 - April 30, 2012)
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$
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1.70
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$
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0.45
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||||
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Fiscal Year Ended
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||||||||
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April 30,
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April 30,
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|||||||
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2013
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2012
|
|||||||
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Revenues
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$ | 203,997 | $ | 250,933 | ||||
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Net loss
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$ | (880,210 | ) | $ | (1,034,112 | ) | ||
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·
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seeking institutional investors for equity investments in our company; and
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·
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initiating negotiations to secure short term financing through promissory notes or other debt instruments on an as needed basis.
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Page
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22
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23
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24
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25
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26
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27 - 43
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AS OF
April 30,
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||||||||
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2013
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2012
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|||||||
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ASSETS
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||||||||
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Cash and cash equivalents
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$ | 38,213 | $ | 19,138 | ||||
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Accounts receivable
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153,847 | 162,350 | ||||||
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Property and equipment, net of accumulated depreciation and amortization of $194,795 and $187,842, respectively (NOTE B)
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14,546 | 21,499 | ||||||
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Goodwill
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10,000 | 10,000 | ||||||
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Other assets
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57,907 | 9,628 | ||||||
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Deposits
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40,568 | 48,967 | ||||||
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Total assets from continuing operations
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315,081 | 271,582 | ||||||
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Assets from discontinued operations
(NOTE C)
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109,669 | 618,148 | ||||||
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Total assets
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$ | 424,750 | $ | 889,730 | ||||
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LIABILITIES AND DEFICIT
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||||||||
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Liabilities:
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||||||||
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Accounts payable and accrued expenses
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$ | 1,333,187 | $ | 1,267,160 | ||||
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Senior secured notes payable banks (NOTE D)
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- | 288,815 | ||||||
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Notes payable net of beneficial conversion feature of $105,029 and $33,979, respectively (NOTE E)
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2,004,475 | 1,791,692 | ||||||
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Loans payable-related parties (NOTE F)
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393,260 | 386,760 | ||||||
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Derivative liabilities
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378,802 | 374,697 | ||||||
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Total liabilities from continuing operations
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4,109,724 | 4,109,124 | ||||||
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Liabilities from discontinued operations
(NOTE C)
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189,720 | 227,198 | ||||||
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Total liabilities
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4,299,444 | 4,336,322 | ||||||
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Deficit:
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||||||||
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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, 125 and 125 shares issued and outstanding, respectively
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12,500 | 12,500 | ||||||
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Preferred stock B, 1,000 shares have been designated as Series B redeemable preferred stock, $0.001 par value, with a liquidation and redemption value of $10,000 per share, 157 and 157 shares issued and outstanding, respectively
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1,570 | 1,570 | ||||||
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Preferred stock C, 200,000 shares have been designated as Series C redeemable, convertible preferred, $0.001 par value, with a liquidation and redemption value of $10 per share, 0 and 0 shares issued and outstanding, respectively
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- | - | ||||||
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Common stock, $0.001 par value; 740,000,000 shares authorized, 14,131,242 and 8,668,123 shares issued and outstanding, respectively
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14,131 | 8,668 | ||||||
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Common stock to be issued, 625,340, and 1,125,099 respectively
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625 | 1,125 | ||||||
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Preferred stock B to be issued, 56.8 and 41.09 shares, respectively
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57 | - | ||||||
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Additional paid-in-capital
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38,483,198 | 35,209,835 | ||||||
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Subscriptions receivable, Preferred stock, Series B
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(2,118,309 | ) | (2,118,309 | ) | ||||
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Accumulated deficit
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(40,991,658 | ) | (37,265,135 | ) | ||||
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Total deficiency in stockholders' equity
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(4,597,885 | ) | (4,149,745 | ) | ||||
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Noncontrolling interest
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723,191 | 703,154 | ||||||
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Total Deficit
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(3,874,694 | ) | (3,446,592 | ) | ||||
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Total Liabilities and Deficit
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$ | 424,750 | $ | 889,730 | ||||
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Year Ended
|
||||||||
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April 30,
|
||||||||
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2013
|
2012
|
|||||||
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Revenue
|
||||||||
|
Information technology
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413,602 | 289,628 | ||||||
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Cost of goods sold
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145,863 | 96,312 | ||||||
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Gross profit
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267,739 | 193,316 | ||||||
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Operating expenses:
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||||||||
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General and administrative
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1,692,403 | 923,349 | ||||||
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Depreciation and amortization
|
6,953 | 11,166 | ||||||
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Total operating expenses
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1,699,356 | 934,515 | ||||||
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Loss from operations
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(1,431,617 | ) | (741,199 | ) | ||||
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Other (income) expense:
|
||||||||
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Other income
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(72,978 | ) | (61,954 | ) | ||||
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Interest expense and financing cost, net
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335,828 | 463,999 | ||||||
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Non-cash financing costs
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240,521 | 116,147 | ||||||
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Amortization of debt discount
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854,569 | 126,303 | ||||||
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(Gain) loss in changes in fair value of derivative liability
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(66,041 | ) | (389,574 | ) | ||||
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Total other (income) expense
|
1,291,899 | 254,921 | ||||||
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Net loss from continuing operations before income taxes
|
$ | (2,723,518 | ) | $ | (996,121 | ) | ||
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Income tax (expense) benefit
|
- | - | ||||||
|
Net loss from discontinued operations net of income taxes
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$ | (880,210 | ) | (1,034,112 | ) | |||
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Net Loss
|
$ | (3,603,727 | ) | $ | (2,030,233 | ) | ||
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Net loss attributed to noncontrolling interest
|
34,962 | 38,090 | ||||||
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Preferred dividend
|
(157,758 | ) | (158,190 | ) | ||||
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Net loss attributed to common stockholders
|
$ | (3,726,523 | ) | $ | (2,150,333 | ) | ||
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Basic and diluted loss per share
|
$ | (0.24 | ) | $ | (0.27 | ) | ||
|
Basic and diluted loss per share attributed to
common stockholders
|
$ | (0.33 | ) | $ | (0.28 | ) | ||
|
Weighted average shares outstanding
|
11,139,632 | 7,569,609 | ||||||
|
Common Stock
|
Additional
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
|
Series A Preferred Stock
|
Series B Preferred Stock
|
Common Stock
|
to be issued
|
Subscriptions
|
Paid in
|
Accumulated
|
Non-controlling
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Receivable
|
Capital
|
Deficit
|
Interest
|
Total
|
||||||||||||||||||||||||||||||||||||||||
|
Balance April 30, 2011
|
125 | $ | 12,500 | 157 | $ | 1 | 6,388,168 | $ | 6,388 | 985,324 | $ | 985 | $ | (2,118,309 | ) | $ | 33,976,134 | $ | (35,114,802 | ) | $ | 290,789 | $ | (2,946,315 | ) | |||||||||||||||||||||||||||
|
Correction in par value
|
1,570 | (1,305 | ) | 265 | ||||||||||||||||||||||||||||||||||||||||||||||||
|
Cancelled common shares
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(5,431 | ) | (5 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
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Preferred dividend to be issued
|
157,393 | 157,393 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Derivative liability reclassification
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(171,960 | ) | (171,960 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
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Sale of stock
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584,191 | 584 | 70,468 | 70 | 283,201 | 283,855 | ||||||||||||||||||||||||||||||||||||||||||||||
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Shares issued for financing cost
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160,907 | 161 | (3,133 | ) | (3 | ) | 115,989 | 116,147 | ||||||||||||||||||||||||||||||||||||||||||||
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Shares issued for conversion of notes & interest
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1,119,912 | 1,120 | 47,506 | 48 | 395,826 | 396,859 | ||||||||||||||||||||||||||||||||||||||||||||||
|
Stock compensation
|
414,945 | 415 | 21,476 | 21 | 271,461 | 271,897 | ||||||||||||||||||||||||||||||||||||||||||||||
|
Purchase of assets for stock
|
8,889 | 9 | 9,991 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
|
Employee options expense
|
173,105 | 173,105 | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sale of subsidiary's preferred stock
|
450,455 | 450,455 | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net Loss
|
(2,150,333 | ) | (38,090 | ) | (2,188,423 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
|
Balance April 30, 2012
|
125 | 12,500 | 157 | 1,570 | 8,668,123 | 8,668 | 1,125,099 | 1,125 | (2,118,309 | ) | 35,209,835 | (37,265,135 | ) | 703,154 | (3,446,592 | ) | ||||||||||||||||||||||||||||||||||||
|
Reverse split correction
|
5,000 | 5 | (1,000 | ) | (1 | ) | (235 | ) | (231 | ) | ||||||||||||||||||||||||||||||||||||||||||
|
Preferred dividend to be issued
|
156,985 | 157,042 | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Derivative liability reclassification
|
852,853 | 852,853 | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sale of common stock
|
2,420,560 | 2,420 | 22,460 | 22 | 864,333 | 866,775 | ||||||||||||||||||||||||||||||||||||||||||||||
|
Shares issued for financing cost
|
341,190 | 342 | (8,090 | ) | (8 | ) | 234,918 | 235,252 | ||||||||||||||||||||||||||||||||||||||||||||
|
Shares issued for conversion of notes and interest
|
2,036,950 | 2,037 | (504,230 | ) | (504 | ) | 597,043 | 598,575 | ||||||||||||||||||||||||||||||||||||||||||||
|
Stock compensation
|
650,520 | 650 | 390,787 | 391,437 | ||||||||||||||||||||||||||||||||||||||||||||||||
|
Purchase of assets for stock
|
8,899 | 9 | (8,899 | ) | (9 | ) | - | |||||||||||||||||||||||||||||||||||||||||||||
|
Employee options expense
|
176,679 | 176,679 | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sale of subsidiary's preferred stock
|
55,000 | 55,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net loss
|
(3,726,523 | ) | (34,962 | ) | (3,761,486 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
|
Balance April 30, 2013
|
125 | $ | 12,500 | 157 | $ | 1,570 | 14,131,242 | $ | 14,131 | 625,340 | $ | 625 | $ | (2,118,309 | ) | $ | 38,483,198 | $ | (40,991,658 | ) | $ | 723,191 | $ | (3,874,694 | ) | |||||||||||||||||||||||||||
|
FOR THE YEAR ENDED
APRIL 30,
|
||||||||
|
2013
|
2012
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net Loss
|
$ | (3,726,523 | ) | $ | (2,150,333 | ) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Adjustment for reverse split
|
(190 | ) | - | |||||
|
Dividend on preferred stock
|
157,758 | 158,190 | ||||||
|
Loss allocable to non-controlling interest
|
(34,962 | ) | (38,090 | ) | ||||
|
Depreciation and amortization
|
6,953 | 11,166 | ||||||
|
Allowance for loss reserves
|
- | (28,891 | ) | |||||
|
Change in fair value of derivative liabilities
|
(66,041 | ) | (389,574 | ) | ||||
|
Amortization of debt discount
|
854,569
|
126,303 | ||||||
|
Shares issued for finance cost
|
235,252 | 116,147 | ||||||
|
Shares issued upon conversion of interest
|
4,448 | |||||||
|
Equity based compensation
|
568,116 | 445,011 | ||||||
|
Write-down of net assets of discontinued operations
|
- | - | ||||||
|
(Increase) decrease in operating assets:
|
||||||||
|
Inventory
|
- | (12,759 | ) | |||||
|
Interest receivable
|
- | 5,432 | ||||||
|
Accounts receivable
|
- | (95,963 | ) | |||||
|
Prepaid expenses and other assets
|
(31,376 | ) | 128,777 | |||||
|
Restricted cash
|
- | 9,749 | ||||||
|
Portfolio
|
24,544 | |||||||
|
Increase (decrease) in operating liabilities:
|
||||||||
|
Notes issued in settlement of accrued interest
|
95,000 | |||||||
|
Accounts and notes payable and accrued expenses
|
277,735 | 154,385 | ||||||
|
Net cash used in operating activities
|
(1,754,262 | ) | ( 1,440,905 | ) | ||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Net (purchase) liquidation of leased vehicles
|
- | (77,913 | ) | |||||
|
Net liquidation of RISC contracts
|
- | 594,782 | ||||||
|
(Purchase) of equipment
|
- | (8,094 | ) | |||||
|
Net cash provided by investing activities
|
- | 508,775 | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Net proceeds from sale of subsidiary stock
|
55,000 | 450,455 | ||||||
|
Net proceeds from sale of common stock
|
866,775 | 283,855 | ||||||
|
Net payments to senior lenders
|
- | (458,349 | ) | |||||
|
Net proceeds from convertible notes
|
698,910 | 601,427 | ||||||
|
Net payments on notes payable
|
(27,125 | ) | - | |||||
|
Net loan proceeds from other related parties
|
6,500 | - | ||||||
|
Net cash provided by financing activities
|
1,600,061 | 877,388 | ||||||
|
Cash flows from discontinued operations:
|
||||||||
|
Cash provided by operating activities of discontinued operations
|
86,528 | 63,094 | ||||||
|
Cash provided by investing activities of discontinued operations
|
384,474 | - | ||||||
|
Cash (used in) financing activities of discontinued operations
|
(297,726 | ) | - | |||||
|
Net Cash flow from discontinued operation
|
173,276 | 63,094 | ||||||
|
Net Increase in cash
|
$ | 19,075 | $ | 8,352 | ||||
|
Unrestricted cash and cash equivalents, beginning of period
|
$ | 19,138 | 10,786 | |||||
|
Unrestricted cash and cash equivalents, end of period
|
$ | 38,213 | $ | 19,138 | ||||
|
Cash paid for:
|
||||||||
|
Interest
|
$ | 65,954 | $ | 211,628 | ||||
|
Income taxes
|
$ | 5,340 | $ | 1,961 | ||||
|
Non cash investing and financing activities (see: Note M)
|
||||||||
|
·
|
Level 1 —
Quoted prices for identical instruments in active markets. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain securities that are highly liquid and are actively traded in over-the-counter markets.
|
|
·
|
Level 2 —
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which all significant inputs and significant value drivers are observable in active markets.
|
|
·
|
Level 3 —
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurements. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques based on significant unobservable inputs, as well as management judgments or estimates that are significant to valuation.
|
|
Leasehold improvements
|
3 years
|
|
Furniture and fixtures
|
7 years
|
|
Website costs
|
3 years
|
|
Computer Equipment
|
5 years
|
|
2013
|
2012
|
|||||||
|
Computer equipment, software and furniture
|
$
|
209,341
|
$
|
209,341
|
||||
|
Less: accumulated depreciation
|
(194,795
|
)
|
(187,842
|
)
|
||||
|
Net property and equipment
|
$
|
14,546
|
$
|
21,499
|
||||
|
Fiscal Year Ended
|
||||||||
|
April 30,
|
April 30,
|
|||||||
|
2013
|
2012
|
|||||||
|
Revenues
|
$ | 203,997 | $ | 250,933 | ||||
|
Net loss
|
$ | (880,210 | ) | $ | (1,034,112 | ) | ||
|
2013
|
2012
|
|||||||
|
Motorcycles and other vehicles
|
$
|
152,157
|
$
|
373,933
|
||||
|
Less: accumulated depreciation
|
(36,687
|
)
|
(120,151
|
)
|
||||
|
Motorcycles and other vehicles, net of accumulated depreciation
|
115,470
|
253,782
|
||||||
|
Less: estimated reserve for residual values
|
(8,880
|
)
|
(10,498
|
)
|
||||
|
Motorcycles and other vehicles under operating leases, net
|
$
|
106,590
|
$
|
243,284
|
||||
|
Year ending April 30,
|
||||
|
2014
|
$
|
94,267
|
||
|
2015
|
12,323
|
|||
|
Total
|
$
|
106,590
|
||
|
2013
|
2012
|
|||||||
|
Secured, subordinated individual lender (a)
|
$ |
181,258
|
$ |
208,561
|
||||
|
Secured, subordinated individual lender (b)
|
14,337
|
18,636
|
||||||
|
Total
|
$
|
195,595
|
$
|
227,197
|
||||
|
(a)
|
The Company had financed certain of its leases and RISCs through two third parties. 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 April 30, 2013 is 15.29%.
|
|
(b)
|
On October 31, 2008, the Company purchased certain loans secured by a portfolio of secured motorcycle leases (“Purchased Portfolio”) for a total purchase price of $100,000. The Company paid $80,000 at closing, $10,000 in April 2009 and agreed to pay the remaining $10,000 upon receipt of additional Purchase Portfolio documentation. As of April 30, 2013, no such documents have been received. Proceeds from the Purchased Portfolio started accruing to the Company beginning November 1, 2008. To finance the purchase, the Company issued a $150,000 Senior Secured Note dated October 31, 2008 (“Senior Secured Note”) in exchange for $100,000 from the holder. Terms of the Senior Secured Note require the Company to make semi-monthly payments in amounts equal to all net proceeds from Purchased Portfolio lease payments and motorcycle asset sales received until the Company has paid $150,000 to the holder. To finance the purchase, the Company issued a $150,000 Senior Secured Note dated October 31, 2008 (“Senior Secured Note”) in exchange for $100,000 from the holder. Terms of the Senior Secured Note require the Company to make semi-monthly payments in amounts equal to all net proceeds from Purchased Portfolio lease payments and motorcycle asset sales received until the Company has paid $150,000 to the holder. The Company was obligated to pay any remainder of the Senior Secured Note by November 1, 2009 which was extended to May 1, 2013, and has granted the note holder a security interest in the Purchased Portfolio. On January 31, 2013, the holder converted $50,000 of the outstanding balance of the Note into 60,606 shares of the Company’s restricted common stock. The note, which had an outstanding balance of $14,338 at April 30, 2013, has been extended to October 13, 2013.
|
|
Year ended April 30,
|
Amount
|
|||
|
2014
|
$
|
174,007
|
||
|
2015
|
21,588
|
|||
|
Total Due
|
$
|
195,595
|
||
|
2013
|
2012
|
|||||||
|
Senior secured institutional lender (a)
|
$
|
-
|
$
|
288,815
|
||||
|
Total
|
$
|
-
|
$
|
288,815
|
||||
|
(a)
|
In August 2012, the Company retired its senior secured notes payable with the proceeds from the sale of its RISC portfolio.
|
|
Notes Payable
|
April 30,
2013
|
April 30,
2012
|
||||||
|
Notes convertible at holder’s option (a)
|
$ |
1,694,504
|
$ |
1,385,671
|
||||
|
Notes convertible at Company’s option (b)
|
-
|
25,000
|
||||||
|
Notes with interest only convertible at Company’s option (c)
|
360,000
|
360,000
|
||||||
|
Non-convertible notes payable (d)
|
55,000
|
55,000
|
||||||
|
Subtotal
|
2,109,504
|
1,825,671
|
||||||
|
Less, Debt discount
|
(105,029
|
)
|
(33,979
|
)
|
||||
|
Total
|
$
|
2,004,475
|
$
|
1,791,692
|
||||
|
(a)
|
Notes convertible at holder’s option consists of: (i) a $1,145,105, 8% note originally due April 30, 2013, but subsequently amended to such time as the law suit filed by the Company (see: PART I, ITEM 3 LEGAL PROCEEDINGS) is fully adjudicated, convertible at the holder’s option at $0.495 per share. The Company has recorded a $663,403 beneficial conversion discount for this note. The discount was fully amortized during fiscal 2013; (ii) a $37,500 8% note due September 5, 2013, a $25,000 8% note due October 17, 2013 and a $20,000, 8% note due November 11, 2013. The Company has recorded beneficial conversion discounts of $27,156, $18,104, and $14,483, respectively, for these notes. The discounts are being fully amortized over the terms of the notes. All of these notes are convertible at the note holder’s option at a variable conversion price such that during the period during which the notes are outstanding, with both notes convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). Convertible notes issued in prior periods were converted into common stock in the current period (see Note G). The Company has reserved up to 1,344,487 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to twenty-two percent until the note is paid in full; (iii) a $103,399, 12% note due August 31, 2012, convertible at the holder’s option at $3.75 per share, the Company is paying $2,000 in monthly penalty shares on this note until the note is paid in full (the number of penalty shares is based on the five day volume weighted average closing price of the Company’s common stock for the five trading days prior to the 19th of each month); (iv) seven notes aggregating $118,250, all due October 30, 2013 with interest ranging from 15% to 20%, the Company is paying 667 monthly penalty shares until the note is paid in full on one $25,000 note which had been past due, all of the notes are convertible at the holder’s option at $0.375 per share. The Company has recorded a $5,340 beneficial conversion discount for these notes. The discount is being fully amortized over the term of the notes; (v) three notes aggregating $106,250, all due October 30, 2013 with interest ranging from 20% to 25%, all of the notes are convertible at the holder’s option at $0.375 per share. The Company has recorded a $6,120 beneficial conversion discount for these notes. The discount is being fully amortized over the term of the notes; (vi) a $50,000, 8% convertible note due August 4, 2013, convertible at the holder’s option at the lower of $0.35 or the closing market price on the day of conversion. The note holder received 10,000 shares of common stock as inducement for the note. The note carries an 18% default interest rate. The Company has recorded a $35,136 beneficial conversion discount for this note. The discount is being fully amortized over the initial term of the note, $25,000 of the note was received subsequent to April 30, 2013; and (vii) a 55,000, 5% convertible note due August 10, 2013 and a $59,000 note due April 24, 2014. This lender has committed to lend up to $330,000 (three hundred thousand) in the form of two $165,000 notes. The Lender initially advanced $55,000 against one $165,000 note which amount was repaid via conversion. The Lender advanced an additional $55,000 against one $165,000 note and $59,000 against the other note. The lender may lend additional consideration to the Company in such amounts and at such dates as Lender may choose in its sole discretion. The principal sum due to lender shall be prorated based on the consideration actually paid by lender (plus an approximate 10% original issue discount that is prorated based on the consideration actually paid by the lender as well as any other interest or fees) such that the borrower is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this note. The maturity date is one year from the effective date of each payment and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The Conversion Price is the lesser of $1.20 or 70% of the average of the three lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the shares are chilled for deposit into the DTC system and only eligible for Xclearing deposit an additional 7.5% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. The Company has recorded a $48,858 beneficial conversion discount for the two outstanding notes. The discount is being fully amortized over the initial term of the notes. During the third quarter, the Company wrote off $10,798 in beneficial conversion discount on notes which were fully converted.
|
|
(b)
|
Convertible at Company’s option, this note was paid in full during the quarter ended July 31, 2012.
|
|
(c)
|
Notes with interest only convertible at Company’s option consist of: (i) two 22% notes in the amounts of $10,000 each, due October 31, 2012 and August 30, 2012 respectively, and a $25,000 note due May 1, 2011, was extended to October 31, 2012. The Company is paying the note holder 3,334 shares per month until the note is paid or renegotiated. Interest is payable on all three notes at the Company’s option in cash or in shares at the rate of $1.50 per share; and (ii) a $315,000, 12.462% note due April 30, 2014. Interest is payable quarterly with a minimum or $600 in cash with the balance payable in cash or stock at the Company’s option as calculated as the volume weighted average price of the Company’s common stock for the ten day trading period immediately preceding the last day of each three month period.
|
|
(d)
|
Non-convertible notes consist of a $30,000 note due October 31, 2012 which bears no interest; the Company has agreed to pay 2,667 monthly penalty shares until the note is paid in full on this note which had been past due, and a $25,000 non-interest bearing note due April 21, 2013. The note holder received 10,000 shares of common stock as inducement for the note.
|
|
Significant Assumptions:
|
|||||||
|
Risk free interest rate
|
Ranging from | 0.08 | % |
to
|
0.61 | % | |
|
Expected stock price volatility
|
|
157 | % | ||||
|
Expected dividend payout
|
|
0 | |||||
|
Expected options life in years
|
Ranging from | .75 | years |
to
|
4.7 | years | |
|
Significant Assumptions:
|
|||||||
|
Risk free interest rate
|
Ranging from | 0.05 | % |
to
|
0.11 | % | |
|
Expected stock price volatility
|
|
157 | % | ||||
|
Expected dividend payout
|
|
0 | |||||
|
Expected options life in years
|
Ranging from | .3 | years |
to
|
1 | year | |
|
·
|
Issued to six holders 1,404,520 shares of common stock upon conversion of $579,765 of notes and accrued interest with an additional 166,530 shares for such conversions to be issued at April 30, 2013.
|
|
·
|
Issued to three creditors 46,000 shares of common stock in payment of $18,810 of accounts payable.
|
|
·
|
Issued 586,430 shares for note and accrued interest conversion which were booked as shares to be issued in the prior fiscal year.
|
|
·
|
Sold 2,442,639 shares of its restricted common stock to twenty two accredited investors for an aggregate purchase price of $866,737. 256,589 of the shares were classified as to be issued at April 30, 2013.
|
|
·
|
Issued 234,130 shares for common stock purchases which were booked as shares to be issued in the prior year
|
|
·
|
Pursuant to the terms of four consulting agreements, the Company issued a total of 527,190 shares of common stock valued at $344,638.
|
|
·
|
The Company issued to six consultants, 123,330 shares of common stock valued at $48,800.
|
|
·
|
Issued 8,899 shares of common stock for purchased assets which were classified as to be issued at April 30, 2012.
|
|
·
|
Issued 20,000 shares of common stock, valued at $6,200, to a note holder as inducement.
|
|
·
|
The Company’s subsidiary, Specialty Reports, Inc. (“SRI”) sold 11 shares of its Series C Preferred stock to four accredited investors for $55,000. The Series C Preferred stock does not pay a dividend. Each share has a liquidating value of $5,000 and is redeemable by SRI at any time after one year. Each share is convertible at the holder’s option at any time into either 1,000 shares of SRI common stock, or 2,000 shares of Sparta Commercial Services common stock.
|
|
Amount
|
||||
|
Balance at April 30, 2011
|
$
|
290,789
|
||
|
Issuance of Series A Preferred Stock
|
12,455
|
|||
|
Issuance of Series B Preferred Stock
|
328,000
|
|||
|
Issuance of Series C Preferred Stock
|
110,000
|
|||
|
Noncontrolling interest’s share of losses
|
(38,090
|
) | ||
|
Balance at April 30, 2012
|
|
703,154
|
||
|
Issuance of Series C Preferred Stock
|
55,000
|
|||
|
Noncontrolling interest’s share of losses
|
(34,963
|
) | ||
|
Balance at April 30, 2013
|
$
|
723,191
|
||
|
Fair Value at
|
Fair Value Measurement Using
|
|||||||||||||||
|
April 30,
|
||||||||||||||||
|
2013
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
|
Derivative liability
|
$
|
378,802
|
-
|
-
|
$
|
378,802
|
||||||||||
|
$
|
378,802
|
-
|
-
|
$
|
378,802
|
|||||||||||
|
April 30,
|
||||||||
|
2013
|
2012
|
|||||||
|
Noncurrent:
|
||||||||
|
Net operating loss carry forward
|
$
|
8,068,092
|
$
|
7,305,634
|
||||
|
Valuation allowance
|
(8,068,092
|
)
|
(7,305,634
|
)
|
||||
|
Net deferred tax asset
|
$
|
-
|
$
|
-
|
||||
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||
|
Number
Outstanding
|
Weighted Average
Remaining Contractual
Life (Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
||||||||||||||
|
379,667
|
2.40
|
$
|
3.20
|
363,267
|
$
|
3.30
|
||||||||||||
|
Number
of Shares
|
Weighted Average
Price
Per Share
|
|||||||
|
Outstanding at April 30, 2011
|
383,000
|
$
|
4.50
|
|||||
|
Granted
|
26,666
|
0.60
|
||||||
|
Exercised
|
-
|
-
|
||||||
|
Canceled or expired
|
(15,667
|
)
|
(20.25
|
) | ||||
|
Outstanding at April 30, 2012
|
394,000
|
$
|
3.75
|
|||||
|
Granted
|
-
|
-
|
||||||
|
Exercised
|
-
|
-
|
||||||
|
Canceled or expired
|
(14,333
|
)
|
(18.91
|
) | ||||
|
Outstanding at April 30, 2013
|
379,667
|
$
|
3.20
|
|||||
|
Significant Assumptions (weighted average):
|
2012
|
|||
|
Risk free interest rate at grant date:
|
0.41
|
%
|
||
|
Expected stock price volatility
|
227
|
%
|
||
|
Expected dividend payout
|
0
|
|||
|
Expected options life in years(a)
|
3.00
|
|||
|
(a) The expected option life is based on vested dates. The Company expensed $176,679 and $173,105 in the fiscal years ending April 30, 2013 and 2012, respectively, as the value of options issued to directors, officers and employees.
|
|
Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||||
|
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual Life
(Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
|
$
|
8.25
|
3,333
|
.05
|
$
|
8.25
|
3,333
|
$
|
8.25
|
||||||||||||||
|
$
|
5.25
|
35,311
|
0.88
|
$
|
5.25
|
35,311
|
$
|
5.25
|
||||||||||||||
|
$
|
3.75
|
2,667
|
0.83
|
$
|
3.75
|
2,667
|
$
|
3.75
|
||||||||||||||
|
$
|
1.275
|
25,938
|
2.74
|
$
|
1.275
|
25,938
|
$
|
1.275
|
||||||||||||||
|
$
|
0.8475
|
290,267
|
3.07
|
$
|
0.8475
|
290,267
|
$
|
0.8475
|
||||||||||||||
|
$
|
0.80
|
20,000
|
4.67
|
$
|
0.80
|
20,000
|
$
|
0.80
|
||||||||||||||
|
$
|
0.75
|
21,680
|
3.33
|
$
|
0.75
|
21,680
|
$
|
0.75
|
||||||||||||||
|
$
|
0.60
|
40,000
|
4.16
|
$
|
0.60
|
40,000
|
$
|
0.60
|
||||||||||||||
|
439,196
|
2.77
|
$
|
1.27
|
439,196
|
$
|
1.27
|
||||||||||||||||
|
Number
of
Shares
|
Weighted
Average
Exercise Price Per Share
|
|||||||
|
Outstanding at April 30, 2011
|
478,817
|
$
|
5.25
|
|||||
|
Granted
|
43,641
|
0.705
|
||||||
|
Exercised
|
-
|
-
|
||||||
|
Canceled or expired
|
(9,286
|
)
|
(11.25
|
)
|
||||
|
Outstanding at April 30, 2012
|
513,172
|
5.25
|
||||||
|
Granted
|
330,268
|
0.82
|
||||||
|
Exercised
|
-
|
-
|
||||||
|
Canceled or expired
|
(404,244
|
)
|
(2.40
|
)
|
||||
|
Outstanding at April 30, 2013
|
439,196
|
$
|
1.27
|
|||||
|
2013
|
2012
|
|||||||
|
Significant assumptions (weighted-average):
|
||||||||
|
Risk-free interest rate at grant date
|
0.48
|
%
|
1.061
|
%
|
||||
|
Expected stock price volatility
|
194
|
%
|
300
|
%
|
||||
|
Expected dividend payout
|
-
|
-
|
||||||
|
Expected option life-years
|
3 years
|
3 years
|
||||||
|
·
|
issued two warrants to purchase an aggregate of 40,000 shares of common stock to a consultant valued at $33,801.
|
|
·
|
issued 8,899 shares of common stock, which were classified as to be issued at April 30, 2013, for purchase of assets.
|
|
·
|
issued pursuant to notes and penalty provisions of notes, 341,190 shares of unregistered common stock, valued at $235,252
|
|
·
|
issued 20,000 shares of common stock, valued at $6,200, to a note holder as inducement.
|
|
·
|
issued four warrants to purchase an aggregate of 43,641 shares of common stock to a consultant valued at $33,006.
|
|
·
|
agreed to issue 8,899 shares of common stock, which were classified as to be issued at April 30, 2013, valued at $10,000, for purchase of assets.
|
|
·
|
issued pursuant to notes and penalty provisions of notes, 143,774 shares of unregistered common stock, valued at $116,153.
|
|
·
|
Sold 1,217,020 shares of restricted common stock to twelve accredited investors for $314,663
|
|
·
|
Issued 34,282 shares of restricted common stock valued at $11,133 to four note holders pursuant to the terms of the notes
|
|
·
|
Issued 214,562 shares of restricted common stock valued at $57,668 to three consultants
|
|
·
|
Issued 426,670 shares restricted common stock which had been classified as to be issued at April 30, 2013
|
|
·
|
Issued 50,000 shares of common stock in partial settlement of accounts payable
|
|
·
|
Issued 196,223 shares of common stock to two note holders upon conversion of $50,000 of notes payable and accrued interest thereon and $29,500 in accrued interest
|
|
·
|
Borrowed $30,000 from a current note h
older and added that amount to the outstanding balance of his 8% convertible note (convertible at $0.495) due April 30, 2014
|
|
·
|
Borrowed $20,000 pursuant to the terms of an existing $165,000 convertible note commitment
|
|
·
|
Borrowed $25,000 pursuant to the terms of another $165,000 convertible note commitment. The lender may lend additional consideration to the Company in such amounts and at such dates as Lender may choose in its sole discretion. The principal sum due to lender shall be prorated based on the consideration actually paid by lender (plus an approximate 10% original issue discount that is prorated based on the consideration actually paid by the lender as well as any other interest or fees) such that the borrower is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this note. The maturity date is one year from the effective date of each payment and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The Conversion Price is the lesser of $0.60 or 70% of the lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the Company fails to maintain its status as DTC Eligible, the Principal amount of the Note shall increase by $10,000 and the conversion price shall be redefined to equal the lesser of $0.60 or 50% of the lowest closing prices during the 25 trading days immediately previous to the day the conversion notice is delivered to the Company. Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding
|
|
·
|
Repaid in two convertible notes aggregating $62,500.
|
|
·
|
Borrowed $50,000 pursuant to the terms of a six month 8 % convertible note, convertible at $0.25 per share, and agreed to issue10,000 shares of restricted common stock to the note holder as inducement for the loan
|
|
·
|
Borrowed $25,000 pursuant to the terms of a one month non-interest bearing note, and if the note is not paid at maturity, agreed to issue1,000 shares of restricted common stock per month, or portion thereof until the note is repaid, to the note holder
|
|
·
|
Borrowed $5,000 from a director on a non-interest bearing, demand basis.
|
|
●
|
lack of documented policies and procedures;
|
|
|
●
|
we have no audit committee;
|
|
|
●
|
there is a risk of management override given that our officers have a high degree of involvement in our day to day operations.
|
|
|
●
|
there is no effective separation of duties, which includes monitoring controls, between the members of management.
|
|
Name
|
Age
|
Position
|
||
|
Anthony L. Havens
|
59
|
Chief Executive Officer, President, and Chairman
|
||
|
Kristian Srb
|
58
|
Director
|
||
|
Jeffrey Bean
|
60
|
Director
|
||
|
Anthony W. Adler
|
73
|
Executive Vice President and Principal Financial Officer
|
||
|
Richard P. Trotter
|
70
|
Chief Operating Officer
|
||
|
Sandra L. Ahman
|
50
|
Vice President, Secretary and Director
|
|
Name and Principal Position
|
Year
|
Salary
($)(a)
|
Bonus
($)
|
Stock
Awards
($)(b)
|
Option
Awards
($)(b)
|
All Other
Compensation
($)(c)
|
Total
($)
|
|||||||||||||||||||
|
Anthony L. Havens
|
2013
|
280,000
|
42,723
|
0
|
0
|
30,498
|
353,221
|
|||||||||||||||||||
|
Chief Executive Officer
|
2012
|
280,000
|
55,469
|
0
|
0
|
12,267
|
347,736
|
|||||||||||||||||||
|
Anthony W. Adler
|
2013
|
185,000
|
0
|
0
|
0
|
0
|
185,000
|
|||||||||||||||||||
|
Executive Vice President and
Principal Financial Officer
|
2012
|
185,000
|
0
|
0
|
0
|
0
|
185,000
|
|||||||||||||||||||
|
Richard P. Trotter
|
2013
|
129,167
|
0
|
0
|
0
|
0
|
129,167
|
|||||||||||||||||||
|
Chief Operating Officer
|
2012
|
150,000
|
0
|
0
|
0
|
0
|
150,000
|
|||||||||||||||||||
|
(a)
|
For Mr. Adler includes accrued; unpaid net salary of $120,081 and $102,955 at year end 2013 and 2012, respectively. For Mr. Trotter, includes accrued; unpaid net salary of $95,684 at year end 2013. During fiscal 2012, Mr. Trotter agreed to accept 21,476 shares of common stock in lieu of accrued but unpaid salary in the amount of $64,427 and Mr. Trotter agreed to forgive $100,000 of accrued salary.
|
|
(b)
|
Represents the stock-based compensation recognized in accordance with ASC 718. Stock-based awards are valued at the fair value on the grant date using a Black-Scholes model. Assumptions made in the valuation of stock-based awards are discussed in Note K to the consolidated financial statements.
|
|
(c)
|
This column reports the total amount of perquisites and other benefits provided, if such total amount exceed $10,000. In fiscal 2013 and 2012, for Mr. Havens, this includes $30,498 for health insurance, garage and storage rental, and $12,267 for garage and storage rental, respectively.
|
|
|
·
|
a change in voting power, due to a person becoming the beneficial owner of 50% or more of the voting power of our securities and our largest stockholder;
|
|
|
·
|
during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, including later approved directors, ceasing to constitute a majority of the board;
|
|
|
·
|
a merger or consolidation of our company with a third party, after which our stockholders do not own more than 50% of the voting power; or
|
|
|
·
|
a sale of all or substantially all of our assets to a third party.
|
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||
|
Name
|
Number of
securities
underlying
unexercised
options
(#)
Exercisable
|
Number of
securities
underlying
unexercised
options
(#)
Unexercisable
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number of
shares or units
of stock that
have not vested
(#)
|
Market value
of shares or
units of stock
that have
not vested
($)
|
|||||||||||||||
|
Anthony L. Havens (1)
|
88,967
|
-
|
1.875
|
5/12/2015
|
-
|
-
|
|||||||||||||||
|
Anthony W. Adler (2)
|
32,000
|
-
|
14.355
|
9/21/2014
|
|||||||||||||||||
|
Anthony W. Adler (1)
|
53,267
|
-
|
1.875
|
5/12/2015
|
-
|
-
|
|||||||||||||||
|
Richard P. Trotter (1)
|
53,550
|
-
|
1.875
|
5/12/2015
|
-
|
-
|
|||||||||||||||
|
Richard P. Trotter (3)
|
2,334
|
-
|
45.375
|
4/29/2014
|
-
|
-
|
|||||||||||||||
|
(1)
|
Granted pursuant to an option agreement dated May 12, 2011. The options are exercisable, subject to vesting, for a period of five years from the grant date at $1.875 per share.
|
|
(2)
|
Granted pursuant to an option agreement dated September 22, 2006. The options are exercisable for a period of five years from the vesting date at $14.355 per share.
|
|
(3)
|
Granted pursuant to an option agreement dated April 29, 2005.
|
|
Plan category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (a)
|
Weighted-average exercise
price of outstanding options,
warrants and rights (b)
|
Number of securities
remaining available for
future issuance under
equity compensation plan
|
|||||||||
|
Equity compensation plans
approved by securities holders
|
57,334
|
$
|
4.57
|
56,000
|
||||||||
|
Equity compensation plans not
approved by security holders
|
347,000
|
$
|
3.28
|
n/a
|
||||||||
|
Total
|
404,334
|
$
|
3.46
|
56,000
|
||||||||
|
(a)
|
For purposes of the table, does not include shares issued and outstanding pursuant neither to the Company’s 2009 Consultant Stock Plan, nor 1,334 shares vested pursuant to a restricted stock grant.
|
|
(b)
|
Calculation excludes shares issued pursuant to stock grants.
|
|
Name (a)
|
Number of Shares
Beneficially Owned
|
Percentage of Class
Beneficially Owned
|
||||||
|
Anthony L. Havens (1)
|
448,085
|
3.15%
|
||||||
|
Kristian Srb (2)
|
485,977
|
3.43%
|
||||||
|
Jeffrey Bean (3)
|
31,364
|
0.22%
|
||||||
|
Anthony W. Adler (4)
|
143,046
|
1.01%
|
||||||
|
Richard P. Trotter (5)
|
123,471
|
0.87%
|
||||||
|
Sandra L. Ahman (6)
|
49,678
|
0.35%
|
||||||
|
Glenn A. Little (7)
|
3,042,595
|
18.05%
|
||||||
|
P.O. Box 1271
|
||||||||
|
Midland, TX 79702
|
||||||||
|
Entities controlled by John W. Russell (8)
|
990,237
|
6.97%
|
||||||
|
116A Main Street
|
||||||||
|
Tiburon, CA 94920
|
||||||||
|
All current directors and named officers as a group (6 in all)
|
1,281,621
|
8.86%
|
||||||
|
(a)
|
Unless indicated otherwise, the address for each person named in the table is c/o Sparta Commercial Services, Inc., 370 Lexington Avenue, Suite 1901, New York, NY 10017.
|
|
(1)
|
Mr. Havens' minor son owns approximately 13,334 shares of common stock in a trust account. Mr. Havens is not the trustee for his son's trust account, and does not have the sole or shared power to vote or direct the vote of such shares. Mr. Havens disclaims beneficial ownership of such shares held in his son's trust account.
|
|
|
Includes 88,967 vested options, all exercisable at $1.875 per share until May 12, 2015.
|
|
(2)
|
Includes 834 shares of common stock held by Mr. Srb's minor daughter, for which Mr. Srb may be deemed to have beneficial ownership of such shares. Includes 32,867 vested options, all exercisable at $1.875 per share until May 12, 2015. And, 8,000 vested stock options, and 5,333 options subject to vesting on November 22, 2013, all exercisable at $0.60 until November 22, 2016.
|
|
(3)
|
Includes 1,333 vested stock options, exercisable at $9.0 per share until October 23, 2013, 1,333 vested stock options, exercisable at $9.0 per share until October 23, 2014, and 12,750 vested options all exercisable at $1.875 per share until May 12, 2015. And, 8,000 vested stock options, and 5,333 options subject to vesting on November 22, 2013, all exercisable at $0.60 until November 22, 2016.
|
|
(4)
|
Includes 32,000 vested stock options, exercisable at $14.355 per share until September 22, 2013, and 44,445 shares held by The Anthony W. Adler Irrevocable Trust, dated October 1, 2009. Includes 53,267 vested stock options, exercisable at $1.875 per share until May 12, 2015.
|
|
(5)
|
Includes 1,667 vested shares, of which only 334 of such vested shares have been issued to date, 2,333 vested stock options, exercisable at $45.375 per share until April 29, 2014, and 44,445 shares held by The Richard and Kay Trotter Trust Established March 18, 2009. Includes 21,476 shares to be issued to Mr. Trotter in lieu of salary. Includes 53,550 vested stock options, all exercisable at $1.875 per share until May 12, 2015.
|
|
(6)
|
Includes 41,993 vested stock options, all exercisable at $1.875 per share until May 12, 2015.
|
|
(7)
|
Includes 2,313,343shares subject to conversion of convertible notes held by Mr. Little which are convertible to the option of the holder.
|
|
(8)
|
Includes 33,333 vested warrants exercisable at $0.8475 per share, 11,111 expiring June 15, 2016 and 22,222 expiring June 21, 2016. Includes 43,556 shares subject to conversion of convertible preferred shares of Specialty Reports, Inc. held by the entities and convertible at the option of the holder
|
|
Exhibit Number
|
Description of Exhibit
|
|
|
3(i)(1)
|
Articles of Incorporation of Tomahawk Oil and Minerals, Inc. (Incorporated by reference to Exhibit 3(i) (1) of Form 10-KSB filed on August 13, 2004)
|
|
|
3(i)(2)
|
Certificate of Amendment of Articles of Incorporation, November 1983 (Incorporated by reference to Exhibit 3(i) (2) of Form 10-KSB filed on August 13, 2004)
|
|
|
3(i)(3)
|
Certificate of Amendment of Articles of Incorporation for name change, August 2004 (Incorporated by reference to Exhibit 3(i) of Form 8-K filed on August 27, 2004)
|
|
|
3(i)(4)
|
Certificate of Amendment of Articles of Incorporation for increase in authorized capital, September 2004 (Incorporated by reference to Exhibit 3(i) of Form 8-K filed on September 17, 2004)
|
|
|
3(i)(5)
|
Certificate of Amendment of Articles of Incorporation for decrease in authorized capital, December 2004 (Incorporated by reference to Exhibit 3(i) of Form 8-K filed on December 23, 2004)
|
|
|
3(i)(6)
|
Certificate of Designation for Series A Redeemable Preferred Stock, December 2004 (Incorporated by reference to Exhibit 3(i) of Form 8-K filed on January 4, 2005)
|
|
|
3(i)(7)
|
Certificate of Designation for Series B Preferred Stock (Incorporated by reference to Exhibit B to Preferred Stock Purchase Agreement, dated as of July 29, 2009 (see Exhibit 10.21 below)
|
|
|
3(i)(8)
|
Certificate of Amendment of Articles of Incorporation for increase in authorized capital, September 21, 2009 (Incorporated by reference to Exhibit 3(i)(8) of Form S-1 filed on October 2, 2010)
|
|
|
3(i)(9)
|
Certificate of Designations of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 5.03(i) of Form 8-K filed on November 19, 2009)
|
|
|
3(ii)(1)
|
By-laws (Incorporated by reference to Exhibit 3(ii) (1) of Form 10-KSB filed on August 13, 2004)
|
|
|
3(ii)(2)
|
By-laws Resolution (Incorporated by reference to Exhibit 3(ii) (2) of Form 10-KSB filed on August 13, 2004)
|
|
|
3(ii)(3)
|
Board of Directors Resolutions amending By-laws (Incorporated by reference to Exhibit 3(ii) of Form 10-QSB filed on December 15, 2004)
|
|
|
10.1
|
Lease for office facilities (Incorporated by reference to Exhibit 10 of Form 10-QSB filed on December 15, 2004)
|
|
|
10.2+
|
Form of Employment Agreement with Anthony Havens (Incorporated by reference to Exhibit 10.4 of Form 10-KSB filed on August 13, 2004)
|
|
|
10.3+
|
Employment Agreement with Richard Trotter (Incorporated by reference to Exhibit 10 of Form 8-K filed on October 29, 2004)
|
|
|
10.4+
|
Option Agreement with Richard Trotter (Incorporated by reference to Exhibit 10.1 of Form 8-K filed on May 5, 2005)
|
|
|
10.5+
|
Employment Agreement with Anthony W. Adler (Incorporated by reference to Exhibit 10.1 of Form 8-K filed on October 2, 2006)
|
|
|
10.6+
|
Stock Option Agreement with Jeffrey Bean, dated October 23, 2006 (Incorporated by reference to Exhibit 10.1 of Form 8-K filed on October 24, 2006)
|
|
|
10.7+
|
2005 Stock Incentive Compensation Plan (Incorporated by reference to Exhibit 4 of Form 10-KSB filed on August 13, 2004)
|
|
|
10.8
|
2010 Consultant Stock Plan (Incorporated by reference to Exhibit 99.1 of Form S-8 filed on May 12, 2010)
|
|
|
10.9
|
Master Loan and Security Agreement - Motor Vehicles (Incorporated by reference to Exhibit 10.1 of Form 8-K filed on July 28, 2005)
|
|
|
10.10
|
Master Loan and Security Agreement (Installment Sale Contract) (Incorporated by reference to Exhibit 10.2 of Form 8-K filed on July 28, 2005
|
|
|
10.11
|
Form of Loan Agreement, December 2005 (Incorporated by reference to Exhibit 10.1 of Form 10-QSB filed on March 22, 2006)
|
|
10.12
|
Form of Promissory Note (Incorporated by reference to Exhibit 10.3 of Form 10-QSB filed on December 18, 2006)
|
|
|
10.13
|
Form of Promissory Note (Incorporated by reference to Exhibit 10.4 of Form 10-QSB filed on December 18, 2006)
|
|
|
10.14
|
Form of Convertible Debenture (Incorporated by reference to Exhibit 10.1 of Form 10-QSB filed on December 21, 2007)
|
|
|
10.15
|
Preferred Stock Purchase Agreement, dated as of July 29, 2009, by and among Sparta Commercial Services, Inc. and Optimus Capital Partners, LLC (Incorporated by reference to Exhibit 10.1 of Form 8-K filed on July 30, 2009)
|
|
|
10.16
|
Motorcycle Lease Warehousing Master Lease Funding Agreement dated September 28, 2010 between registrant and Vion Operations LLC (Incorporated by reference to Exhibit 10 of Form 8-K filed on September 29, 2010)
|
|
|
10.17
|
Motorcycle Lease Warehousing Master Services Agreement dated September 28, 2010 between registrant and Vion Operations LLC (Incorporated by reference to Exhibit 10.2 of Form 8-K filed on September 29, 2010)
|
|
|
11
|
Statement re: computation of per share earnings is hereby incorporated by reference to Part II, Item 8 of this report
|
|
|
14.1
|
Code of Ethics (Incorporated by reference to Exhibit 14.1 of Form 10-K filed on August 15, 2012)
|
|
|
21.1*
|
||
|
23.1*
|
||
|
31.1*
|
||
|
31.2*
|
||
|
32.1*
|
||
|
32.2*
|
||
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
SPARTA COMMERCIAL SERVICES, INC.
|
|||
|
By:
|
/s/ Anthony L. Havens
|
||
|
Anthony L. Havens
|
|||
|
Chief Executive Officer
|
|||
|
Date: August 13, 2013
|
|||
|
By:
|
/s/ Anthony L. Havens
|
||
|
Anthony L. Havens
|
|||
|
Chief Executive Officer, President
|
|||
|
and Chairman of the Board
|
|||
|
Date: August 13, 2013
|
|||
|
By:
|
/s/ Anthony W. Adler
|
||
|
Anthony W. Adler
|
|||
|
Executive Vice President, and
|
|||
|
Interim Principal Financial Officer
|
|||
|
Date: August 13, 2013
|
|||
|
By:
|
/s/ Sandra L. Ahman
|
||
|
Sandra L. Ahman
|
|||
|
Vice President and Director
|
|||
|
Date: August 13, 2013
|
|||
|
By:
|
/s/ Kristian Srb
|
||
|
Kristian Srb
|
|||
|
Director
|
|||
|
Date: August 13, 2013
|
|||
|
By:
|
/s/ Jeffrey Bean
|
||
|
Jeffrey Bean
|
|||
|
Director
|
|||
|
Date: August 13, 2013
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|