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☒
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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, 2016
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☐
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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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28 West 44
th
Street, Suite 2001, New York, NY
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10036
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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
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
(Do not check if a smaller reporting company)
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Smaller reporting company
☒
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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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15
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Item 2.
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15
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Item 3.
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15
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Item 4.
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15
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PART II
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Item 5.
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16
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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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22
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Item 9.
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41
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Item 9A.
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41
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Item 9B.
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41
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PART III
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Item 10.
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42
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Item 11.
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44
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Item 12.
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46
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Item 13.
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47
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Item 14.
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48
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Item 15.
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49
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51
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| · | Prevent the introduction or reintroduction of stolen motor vehicles into interstate commerce |
| · | Protect states, consumers (both individual and commercial), and other entities from fraud |
| · | Reduce the use of stolen vehicles for illicit purposes including funding of criminal enterprises |
| · | Provide consumer protection from unsafe vehicles |
| · | 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. |
| · | 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. |
| · | 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. |
| · | 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. |
| · | Equal Credit Opportunity Act. The Equal Credit Opportunity Act prohibits creditors from discriminating against loan applicants based on 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. |
| · | 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. |
| · | 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. |
| · | 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. |
| · | 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. |
| · | 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. |
| · | Bankruptcy. Federal bankruptcy and related state laws may interfere with or affect our ability to recover collateral or enforce a deficiency judgment. |
| · | 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 2016
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||||||||
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First quarter (May 1, 2015 – July 31, 2015)
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$
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0.08
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$
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0.01
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||||
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Second quarter (August 1, 2015 – October 31, 2015)
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$
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0.02
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$
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0.006
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||||
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Third quarter (November 1, 2015 – January 31, 2016)
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$
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0.01
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$
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0.002
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||||
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Fourth quarter (February 1, 2016 – April 30, 2016)
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$
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0.005
|
$
|
0.001
|
||||
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Fiscal Year 2015
|
||||||||
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First quarter (May 1, 2014 – July 31, 2014)
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$
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1.24
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$
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0.43
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||||
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Second quarter (August 1, 2014 – October 31, 2014)
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$
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0.58
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$
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0.17
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||||
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Third quarter (November 1, 2014 – January 31, 2015)
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$
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0.32
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$
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0.14
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||||
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Fourth quarter (February 1, 2015 – April 30, 2015)
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$
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0.14
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$
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0.04
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||||
| · | On April 20, 2016 issued 9,000,000 shares of common stock in advance of future conversions of notes payable. The issuance of shares of our common stock upon the note conversion was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 3(a)(9) of that act. |
| · | issued an aggregate of 15,095,000 shares of common stock, valued at $31,133, for consulting and other services. |
| · | issued an aggregate of 2,145,455 shares of common stock, valued at $6,398, for financing cost. |
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Fiscal Years Ended
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|||||||
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April 30,
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April 30,
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||||||
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2016
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2015
|
||||||
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||||||||
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Revenues
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$
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39,295
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$
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41,714
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||||
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Net loss
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$
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(29,024
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)
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$
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(246,537
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)
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Page
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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
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28 - 40
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April 30, 2016
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April 30, 2015
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|||||||
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ASSETS
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||||||||
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Current Assets
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||||||||
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Cash and cash equivalents
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$
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33,697
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14,034
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|||||
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Accounts receivable
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7,649
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10
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||||||
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Other current assets
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-
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5,706
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||||||
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Total Current Assets
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41,346
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19,750
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||||||
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Property and equipment, net of accumulated depreciation and amortization of $206,362 and $203,215, respectively
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6,900
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10,047
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||||||
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Goodwill
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-
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10,000
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||||||
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Other assets
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9,628
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9,628
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Deposits
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79,776
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79,776
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||||||
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Total Long Term Assets
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96,304
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109,451
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||||||
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Total assets from continuing operations
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137,650
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129,201
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||||||
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ASSETS FROM DISCONTINUED OPERATIONS
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-
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13,955
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||||||
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Total assets
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$
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137,650
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$
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143,156
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||||
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LIABILITIES AND DEFICIT
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||||||||
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Liabilities:
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||||||||
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Current Liabilities
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||||||||
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Accounts payable and accrued expenses
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$
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2,132,093
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$
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1,382,598
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||||
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Current portion notes payable net of beneficial conversion feature of $347,072 and $762,426, respectively
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3,394,033
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1,374,786
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||||||
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Deferred revenue
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23,000
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-
|
||||||
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Derivative liabilities
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2,170,976
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1,605,535
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||||||
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Total Current Liabilities
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7,720,102
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4,362,919
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||||||
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Long term portion notes payable net of beneficial conversion features of $209,813 and $0, respectively
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96,687
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1,263,369
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||||||
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Loans payable-related parties
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395,853
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385,853
|
||||||
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Total Long Term Liabilities
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492,540
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1,649,222
|
||||||
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Total liabilities from continuing operations
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8,212,642
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6,012,141
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||||||
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LIABILITIES FROM DISCONTINUED OPERATIONS
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14,670
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70,117
|
||||||
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Total liabilities
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8,227,312
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6,082,258
|
||||||
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Deficit:
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||||||||
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Sparta Commercial Services, Inc. Stockholders’ 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
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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, 0 and 0 shares issued and outstanding, respectively
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-
|
-
|
||||||
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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; 750,000,000 shares authorized, 419,912,451 and 43,238,320 shares issued and outstanding, respectively
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419,912
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43,238
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||||||
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Common stock to be issued 9,605,000 and 2,356,598, respectively
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9,605
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2,356
|
||||||
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Additional paid-in-capital
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45,473,029
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42,528,909
|
||||||
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Accumulated deficit
|
(54,758,294
|
)
|
(49,178,453
|
)
|
||||
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Total Sparta Commercial Services, Inc. Stockholders’ Deficit
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(8,843,248
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)
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(6,591,450
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)
|
||||
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Non-controlling interest
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753,586
|
652,348
|
||||||
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Total Deficit
|
(8,089,662
|
)
|
(5,939,102
|
)
|
||||
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Total Liabilities and Deficit
|
$
|
137,650
|
$
|
143,156
|
||||
|
Years Ended
|
||||||||
|
April 30,
|
||||||||
|
2016
|
2015
|
|||||||
|
Revenue
|
||||||||
|
Information technology
|
$
|
635,909
|
$
|
604,842
|
||||
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Cost of revenue
|
111,186
|
192,112
|
||||||
|
Gross profit
|
524,723
|
412,730
|
||||||
|
Operating expenses:
|
||||||||
|
General and administrative
|
2,678,214
|
3,108,073
|
||||||
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Depreciation and amortization
|
3,147
|
3,848
|
||||||
|
Total operating expenses
|
2,681,361
|
3,111,921
|
||||||
|
Loss from operations
|
(2,156,638
|
)
|
(2,699,191
|
)
|
||||
|
Other (income) expense:
|
||||||||
|
Other income
|
(22,297
|
)
|
(22,182
|
)
|
||||
|
Financing cost
|
1,702,199
|
681,612
|
||||||
|
Amortization of debt discount
|
1,606,591
|
1,013,934
|
||||||
|
Loss from changes in fair value of derivative liabilities
|
85,684
|
318,372
|
||||||
|
Total other expense
|
3,372,177
|
1,991,736
|
||||||
|
Loss from continuing operations
|
$
|
(5,528,815
|
)
|
$
|
(4,690,927
|
)
|
||
|
Loss from discontinued operations
|
(29,024
|
)
|
(246,537
|
)
|
||||
|
Net Loss
|
(5,557,839
|
)
|
(4,937,464
|
)
|
||||
|
Net (gain) loss attributed to non-controlling interest
|
(21,238
|
)
|
17,076
|
|||||
|
Preferred dividend
|
(764
|
)
|
(760
|
)
|
||||
|
Net loss attributed to common stockholders
|
$
|
(5,579,841
|
)
|
$
|
(4,921,148
|
)
|
||
|
Basic and diluted loss per share:
|
||||||||
|
Loss from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders
|
$
|
(0.03
|
)
|
$
|
(0.18
|
)
|
||
|
Loss from discontinued operations attributable to Sparta Commercial Services, Inc. common stockholders
|
-
|
(0.01
|
)
|
|||||
|
Net loss attributable to Sparta Commercial Services, Inc. common stockholders
|
$
|
(0.03
|
)
|
$
|
(0.19
|
)
|
||
|
Weighted average shares outstanding
|
170,096,483
|
26,440,126
|
||||||
|
Series A
|
Series B
|
Series C
|
Common Stock
|
Additional
|
Non- | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Preferred Stock
|
Preferred Stock
|
Preferred Stock
|
Shares to be issued
|
Common Stock
|
to be issued
|
Subscriptions
|
Paid in
|
Accumulated
|
controlling
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Receivable
|
Capital
|
Deficit
|
Interest
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Balance April 30, 2014
|
125
|
$
|
12,500
|
157
|
$
|
1,570
|
72
|
$
|
-
|
20,987,353
|
$
|
20,987
|
283,777
|
$
|
284
|
$
|
(2,118,309
|
)
|
$
|
41,738,613
|
$
|
(44,257,305
|
)
|
$
|
669,424
|
$
|
(3,932,163
|
)
|
||||||||||||||||||||||||||||||||||||||||
|
Correcting
|
345
|
(430
|
)
|
(1
|
)
|
-
|
(1
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Redemption of preferred B stock
|
(157
|
)
|
(1,570
|
)
|
(72
|
)
|
2,118,309
|
(2,309,678
|
)
|
(193,011
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Derivative liability reclassification
|
768,174
|
768,174
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sale of common stock
|
9,655,415
|
9,656
|
65,249
|
65
|
969,145
|
978,866
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shares issued for financing cost
|
1,302,830
|
1,303
|
27,069
|
27
|
180,582
|
181,912
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shares issued for conversion of notes, interest and accounts payable
|
10,025,638
|
10,025
|
1,920,933
|
1,921
|
752,996
|
764,942
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Stock compensation
|
1,234,959
|
1,235
|
60,000
|
60
|
351,647
|
352,942
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Employee stock & options expense
|
31,780
|
32
|
77,428
|
77,460
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Preferred dividend
|
(760
|
)
|
(760
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net loss
|
(4,920,388
|
)
|
(17,076
|
)
|
(4,937,464
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Balance April 30, 2015
|
125
|
$
|
12,500
|
-
|
$
|
-
|
-
|
$
|
-
|
-
|
$
|
-
|
43,238,320
|
$
|
43,238
|
2,356,598
|
$
|
2,356
|
$
|
-
|
$
|
42,528,909
|
$
|
(49,178,453
|
)
|
$
|
652,348
|
$
|
(5,939,102
|
)
|
||||||||||||||||||||||||||||||||||||||
|
Correcting
|
(60
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Rounding
|
1
|
332
|
333
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Derivative liability reclassification
|
1,383,617
|
1,383,617
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sale of subsidiary preferred stock
|
80,000
|
80,000
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sale of common stock
|
760,456
|
760
|
19,240
|
20,000
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shares issued for financing cost
|
13,346,868
|
13,346
|
7,762,500
|
7,762
|
118,769
|
139,877
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shares issued for conversion of notes, interest and accounts payable
|
321,955,811
|
321,956
|
(514,098
|
)
|
(513
|
)
|
1,235,614
|
1,557,057
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Stock compensation
|
40,576,000
|
40,576
|
186,519
|
227,095
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Employee stock & options expense
|
35,056
|
35
|
29
|
64
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Preferred dividend
|
(764
|
)
|
(764
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net loss
|
(5,579,077
|
)
|
21,238
|
(5,557,839
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Balance April 30, 2016
|
125
|
$
|
12,500
|
-
|
$
|
-
|
-
|
$
|
-
|
-
|
$
|
-
|
419,912,451
|
$
|
419,912
|
9,605,000
|
$
|
9,605
|
$
|
-
|
$
|
45,473,029
|
(54,758,294
|
)
|
$
|
753,586
|
(8,089,662
|
)
|
||||||||||||||||||||||||||||||||||||||||
|
Years ended April 30,
|
||||||||
|
2016
|
2015
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net Loss
|
$
|
(5,557,839
|
)
|
$
|
(4,937,464
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in
operating activities:
|
||||||||
|
Adjustments
|
331
|
|||||||
|
Depreciation and amortization
|
3,147
|
3,848
|
||||||
|
Impairment loss
|
10,000
|
-
|
||||||
|
Loss from change in fair value of derivative liabilities
|
85,684
|
318,372
|
||||||
|
Amortization of debt discount
|
1,606,591
|
1,013,934
|
||||||
|
Equity based finance cost
|
104,039
|
181,912
|
||||||
|
Non-cash financing cost
|
958,647
|
-
|
||||||
|
Equity based compensation
|
227,159
|
430,402
|
||||||
|
Changes in operating assets and liabilities
|
||||||||
|
Accounts receivable
|
(7,639
|
)
|
(10,678
|
)
|
||||
|
Other assets
|
5,706
|
6,450
|
||||||
|
Accounts payable and accrued expenses
|
858,956
|
330,321
|
||||||
|
Deferred revenue
|
23,000
|
-
|
||||||
|
Net cash used in operating activities
|
(1,682,218
|
)
|
(2,662,903
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase of equipment
|
-
|
(3,921
|
)
|
|||||
|
Net cash used in investing activities
|
-
|
(3,921
|
)
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|||||||
|
Proceeds from sale of common stock
|
20,000
|
978,866
|
||||||
|
Proceeds from sale of subsidiary preferred stock
|
80,000
|
-
|
||||||
|
Proceeds from convertible notes
|
2,327,870
|
2,298,770
|
||||||
|
Payments on convertible notes
|
(774,498
|
)
|
(778,000
|
)
|
||||
|
Proceeds from subsidiary notes
|
80,000
|
-
|
||||||
|
Proceeds from related party notes
|
10,000
|
95,000
|
||||||
|
Net cash provided by financing activities
|
1,743,372
|
2,594,636
|
||||||
|
Cash flows from discontinued operations:
|
||||||||
|
Cash (used in) provided by operating activities of discontinued operations
|
(41,491
|
)
|
15,766
|
|||||
|
Cash (used in) financing activities of discontinued operations
|
-
|
-
|
||||||
|
Net Cash flow from discontinued operation
|
(41,491
|
)
|
15,766
|
|||||
|
Net increase (decrease) in cash
|
$
|
19,663
|
$
|
(56,422
|
)
|
|||
|
Cash and cash equivalents, beginning of period
|
$
|
14,034
|
$
|
70,456
|
||||
|
Cash and cash equivalents, end of period
|
$
|
33,697
|
$
|
14,034
|
||||
|
Cash paid for:
|
||||||||
|
Interest
|
$
|
44,275
|
$
|
109,654
|
||||
|
Income taxes
|
$
|
-
|
$ |
-
|
||||
|
·
|
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
|
|
|
•
|
ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations.
|
|
|
•
|
ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08") in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations.
|
|
|
•
|
ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10") in April 2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.
|
|
|
•
|
ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update) ("ASU 2016-11") in May 2016. ASU 2016-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 EITF meeting. The SEC Staff is rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606.
|
|
|
•
|
ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients in May 2016. ASU 2016-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas and adds some practical expedients to the guidance.
|
|
|
Years Ended
|
|||||||
|
|
April 30,
|
April 30,
|
||||||
|
|
2016
|
2015
|
||||||
|
|
||||||||
|
Revenues
|
$
|
39,295
|
$
|
41,714
|
||||
|
Net loss
|
$
|
(29,024
|
)
|
$
|
(246,537
|
)
|
||
|
|
April 30,
|
April 30,
|
||||||
|
|
2016
|
2015
|
||||||
|
Motorcycles and other vehicles
|
$
|
11,040
|
$
|
22,086
|
||||
|
Less: accumulated depreciation
|
(11,040
|
)
|
(13,456
|
)
|
||||
|
Motorcycles and other vehicles, net of accumulated depreciation
|
-
|
8,630
|
||||||
|
Less: estimated reserve for residual values
|
-
|
(2,436
|
)
|
|||||
|
Motorcycles and other vehicles under operating leases, net
|
$
|
-
|
$
|
6,194
|
||||
|
|
April 30,
|
April 30,
|
||||||
|
|
2016
|
2015
|
||||||
|
|
||||||||
|
Secured, subordinated individual lender
|
$
|
2,590
|
$
|
58,037
|
||||
|
Secured, subordinated individual lender
|
12,080
|
12,080
|
||||||
|
Total
|
$
|
14,670
|
$
|
70,117
|
||||
|
Notes Payable
|
April 30,
2016
|
April 30,
2015
|
||||||
|
Notes convertible at holder’s option
|
$
|
2,625,105
|
$
|
2,707,080
|
||||
|
Notes convertible at Company’s option
|
225,000
|
300,000
|
||||||
|
Non-convertible notes payable
|
1,197,500
|
393,500
|
||||||
|
Subtotal
|
4,047,605
|
3,400,580
|
||||||
|
Less debt discount
|
(556,885
|
)
|
(762,426
|
)
|
||||
|
Total
|
$
|
3,490,720
|
$
|
2,638,154
|
||||
|
Year ending April 30,
|
Amount
|
|||
|
2018
|
$
|
306,500
|
||
|
Significant Assumptions:
|
|
|
|||
|
Risk free interest rate
|
Ranging from
|
0.25 % to 0.75
|
% | ||
|
Expected stock price volatility
|
|
281% to 434
|
%
|
||
|
Expected dividend payout
|
|
0
|
%
|
||
|
Expected options life in years
|
Ranging from
|
0.25 year to 1.83
|
years
|
||
|
Significant Assumptions:
|
|
||||
|
Risk free interest rate
|
Ranging from
|
0.001% to 0.24
|
% | ||
|
Expected stock price volatility
|
|
230
|
%
|
||
|
Expected dividend payout
|
|
0
|
|||
|
Expected options life in years
|
Ranging from
|
0. years to 1
|
year | ||
|
April 30,
|
||||||||
|
2016
|
2015
|
|||||||
|
Balance, beginning of year
|
$
|
1,605,535
|
$
|
601,000
|
||||
|
Derivative liability reclassified to additional paid in capital
|
(1,383,617
|
)
|
(768,174
|
)
|
||||
|
Derivative financial liability arising on the issue of convertible notes
|
1,863,374
|
1,454,337
|
||||||
|
Fair value adjustments
|
85,684
|
318,372
|
||||||
|
Balance, end of year
|
$
|
2,170,976
|
$
|
1,605,535
|
||||
|
|
Fair Value Measurement Using
|
|||||||||||||||
|
|
Fair Value at
April 30, 2016
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
|
Derivative liabilities
|
$
|
2,170,976
|
-
|
-
|
$
|
2,170,976
|
||||||||||
|
Fair Value Measurement Using
|
||||||||||||||||
|
Fair Value at
April 30, 2015
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
|
Derivative liabilities
|
$
|
1,605,535
|
-
|
-
|
$
|
1,605,535
|
||||||||||
|
●
|
Issued 13,346,868 shares of common stock and accrued 7,762,500 shares of common stock valued at $139,877 pursuant to the terms of various notes
|
|
●
|
Issued 321,955,811 shares of common stock and accrued 1,842,500 shares of common stock for the conversion of $1,557,057 of note principal and accrued interest
|
|
●
|
Issued 35,056 shares of common stock to three employees pursuant to vesting schedules of prior stock awards
|
|
●
|
Issued 2,356,598 shares of common stock which had been recorded as to be issued at April 30, 2015
|
|
●
|
Issued 167,260 shares of common stock that were classified as to be issued at April 30, 2014.
|
|
●
|
Issued 1,353,830 shares of common stock (of which, 51,000 shares remained to be issued at April 30, 2015) valued at $181,912 pursuant to the terms of various notes.
|
|
●
|
Derivative liability reclassification of $768,174.
|
|
●
|
Issued 9,883,187 shares of common stock (of which 2,063,350 shares remained to be issued at April 30, 2015) for conversion of notes, interest, and accounts payable of $764,942.
|
|
|
2016
|
2015
|
||||||
|
Computer equipment, software and furniture
|
$
|
213,262
|
$
|
213,262
|
||||
|
Less: accumulated depreciation
|
(206,362
|
)
|
(203,215
|
)
|
||||
|
Net property and equipment
|
$
|
6,900
|
$
|
10,047
|
||||
|
Options Outstanding
|
Options Exercisable
|
||||||||||||||||||
|
Number
Outstanding
|
Weighted Average
Remaining Contractual
Life (Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||
|
327,335
|
1.12
|
$
|
0.50
|
327,335
|
$
|
0.50
|
|||||||||||||
|
|
Number
of Shares
|
Weighted Average
Price
Per Share
|
||||||
|
Outstanding at April 30, 2014
|
360,001
|
$
|
2.41
|
|||||
|
Granted
|
-
|
-
|
||||||
|
Exercised
|
(32,666
|
)
|
2.37 | |||||
|
Canceled or expired
|
-
|
- | ||||||
|
Outstanding at April 30, 2015
|
327,335
|
$
|
0.50
|
|||||
|
Granted
|
-
|
-
|
||||||
|
Exercised
|
-
|
-
|
||||||
|
Canceled or expired
|
-
|
-
|
||||||
|
Outstanding at April 30, 2016
|
327,335
|
$
|
0.50
|
|||||
|
Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||||
|
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual Life
(Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
|
$
|
1.275
|
1,961
|
.08
|
$
|
1.275
|
1,961
|
$
|
1.275
|
||||||||||||||
|
$
|
0.8475
|
69,199
|
0.40
|
$
|
0.8475
|
69,199
|
$
|
0.8475
|
||||||||||||||
|
$
|
0.80
|
20,000
|
1
.67
|
$
|
0.80
|
20,000
|
$
|
0.80
|
||||||||||||||
|
$
|
0.75
|
21,680
|
0.33
|
$
|
0.75
|
21,680
|
$
|
0.75
|
||||||||||||||
|
$
|
0.65
|
40,000
|
3.51
|
$
|
0.65
|
40,000
|
$
|
0.65
|
||||||||||||||
|
$
|
0.60
|
40,000
|
1.15
|
$
|
0.60
|
40,000
|
$
|
0.60
|
||||||||||||||
|
$
|
0.40
|
150,000
|
1.49
|
$
|
0.40
|
150,000
|
$
|
0.40
|
||||||||||||||
|
342,840
|
1.
39
|
$
|
0.
59
|
342,840
|
$
|
0.
59
|
||||||||||||||||
|
|
Number
of
Shares
|
Weighted
Average
Exercise Price Per Share
|
||||||
|
Outstanding at April 30, 2014
|
397,885
|
$
|
1.99
|
|||||
|
Granted
|
190,000
|
0.45
|
||||||
|
Exercised
|
(167,122
|
)
|
0.85
|
|||||
|
Canceled or expired
|
-
|
-
|
||||||
|
Outstanding at April 30, 2015
|
420,763
|
0.66
|
||||||
|
Granted
|
-
|
-
|
||||||
|
Exercised
|
-
|
-
|
||||||
|
Canceled or expired
|
(77,923
|
)
|
0.98
|
|||||
|
Outstanding at April 30, 2016
|
342,840
|
$
|
0.59
|
|||||
|
|
2015
|
|||
|
Significant assumptions (weighted-average):
|
||||
|
Risk-free interest rate at grant date
|
1.09
|
%
|
||
|
Expected stock price volatility
|
140
|
%
|
||
|
Expected dividend payout
|
-
|
|||
|
Expected option life-years
|
3.42 | |||
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
2014
|
||||||
|
Federal statutory income tax rate
|
(34.0
|
)%
|
(34.0
|
)%
|
||||
|
State income taxes, net of federal benefit
|
(11.0
|
)
|
(11.0
|
)
|
||||
|
Permanent differences
|
23.6
|
14.7
|
||||||
|
Change in valuation allowance
|
21.4
|
30.3
|
||||||
|
|
||||||||
|
Provision for income taxes
|
0.0
|
%
|
0.0
|
%
|
||||
|
April 30,
|
||||||||
|
2016
|
2015
|
|||||||
|
Noncurrent:
|
||||||||
|
Net operating loss carry forward
|
$
|
19,682,788
|
$
|
1
8,494,908
|
||||
|
Valuation allowance
|
(
19,682,788
|
)
|
(
18,494,908
|
)
|
||||
|
Net deferred tax asset
|
$
|
-
|
$
|
-
|
||||
|
|
●
|
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
|
62
|
Chief Executive Officer, President, Principal Financial Officer and Chairman
|
||
|
Kristian Srb
|
61
|
Director
|
||
|
Jeffrey Bean
|
63
|
Director
|
||
|
Richard P. Trotter
|
73
|
Chief Operating Officer
|
||
|
Sandra L. Ahman
|
53
|
Vice President, Secretary and Director
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
All Other
|
|
|
|
|
||||||
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Total
|
|
||||||
|
Name and Principal Position
|
|
Year
|
|
($)(a)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)(b)
|
|
|
($)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Anthony L. Havens
|
|
2016
|
|
|
280,000
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
23,616
|
|
|
|
303,616
|
|
|
|
Chief Executive Officer
|
|
2015
|
|
|
280,000
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
45,586
|
|
|
|
325,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony W. Adler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President and
|
|
2016
|
|
|
138,750
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
138,750
|
|
|
Principal Financial Officer
|
|
2015
|
|
|
185,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
185,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. Trotter
|
|
2016
|
|
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
|
Chief Operating Officer
|
|
2015
|
|
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
| (a) | For Mr. Adler includes accrued; unpaid net salary of $77,110 and $112,018 at year end 2016 and 2015, respectively. For Mr. Trotter, includes accrued; unpaid net salary of $75,441 and $74,754 at year end 2016 and 2015, respectively |
| (b) | This column reports the total amount of perquisites and other benefits provided, if such total amount exceed $10,000. In fiscal 2016 and 2015, for Mr. Havens, this includes $23,616 and $45,586, respectively, for garage rental, life insurance and reimbursement of unused vacation time. |
| · | a change in voting power, due to a person becoming the beneficial owner of 50% or more of the voting power of our securities and our largest stockholder; |
| · | during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, including later approved directors, ceasing to constitute a majority of the board; |
| · | a merger or consolidation of our company with a third party, after which our stockholders do not own more than 50% of the voting power; or |
| · | a sale of all or substantially all of our assets to a third party. |
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||||||||
|
Name
|
|
Number of
securities
underlying
unexercised
options
(#)
Exercisable
|
|
|
Number of
securities
underlying
unexercised
options
(#)
Unexercisable
|
|
|
Option
exercise
price
($)
|
|
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
|
|
|
88,967
|
|
|
|
-
|
|
|
|
0.50
|
|
5/12/2017
|
|
|
-
|
|
|
|
-
|
|
|
Sandra H. Ahman
|
|
|
41,933
|
|
|
|
-
|
|
|
|
0.50
|
|
5/12/2017
|
|
|
-
|
|
|
|
-
|
|
|
Richard P. Trotter
|
|
|
53,550
|
|
|
|
-
|
|
|
|
0.50
|
|
5/12/2017
|
|
|
-
|
|
|
|
-
|
|
|
Plan category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
Weighted-average exercise
price of outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation plan
|
|||||||||
|
Equity compensation plans
approved by securities holders
|
||||||||||||
|
2005 Plan
|
-
|
-
|
-
|
|||||||||
|
Equity compensation plans not
approved by security holders
|
||||||||||||
|
2009 Plan
|
-
|
-
|
116,270
|
|||||||||
|
2014 Plan
|
-
|
-
|
2,800,000
|
|||||||||
|
Total
|
-
|
-
|
2,916,270
|
|||||||||
|
Name (a)
|
|
Number of Shares
Beneficially Owned
|
|
|
Percentage of Class
Beneficially Owned
|
|
||
|
Anthony L. Havens (1)
|
|
|
348,085
|
|
|
|
≤1
%
|
|
|
Kristian Srb (2)
|
|
|
445,144
|
|
|
|
≤1
%
|
|
|
Jeffrey Bean (3)
|
|
|
31,032
|
|
|
|
≤1
%
|
|
|
Richard P. Trotter (4)
|
|
|
121,138
|
|
|
|
≤1
%
|
|
|
Sandra L. Ahman (5)
|
|
|
49,678
|
|
|
|
≤1
%
|
|
|
All current directors and named officers as a group (5 in all)
|
|
|
995,077
|
|
|
|
≤1
%
|
|
| (a) | Unless indicated otherwise, the address for each person named in the table is c/o Sparta Commercial Services, Inc., 28 West 44 th Street, Suite 2001, New York, NY 10036. |
| (1) | Excludes approximately 50,000 shares of common stock owned by Mr. Havens’ minor son held in an irrevocable 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 $0.50 per share until May 12, 2017. |
| (2) | Includes 32,867 vested options, all exercisable at $0.50 per share until May 12, 2017 and 13,333 vested stock options, all exercisable at $0.50 until November 22, 2018. |
| (3) | Includes 1,333 vested stock options, exercisable at $0.50 per share until October 23, 2016, 12,750 vested options all exercisable at $0.50 per share until May 12, 2017 and 13,333 vested stock options all exercisable at $0.50 until November 22, 2018. |
| (4) | Includes 1,667 vested shares 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 $0.500 per share until May 12, 2017. |
| (5) | Includes 41,993 vested stock options, all exercisable at $0.50 per share until May 12, 2017. |
|
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+
|
|
Form of Employment Agreement with Anthony Havens (Incorporated by reference to Exhibit 10.4 of Form 10-KSB filed on August 13, 2004)
|
|
10.2+
|
|
2005 Stock Incentive Compensation Plan (Incorporated by reference to Exhibit 4 of Form 10-KSB filed on August 13, 2004)
|
|
10.3
|
|
2010 Consultant Stock Plan (Incorporated by reference to Exhibit 99.1 of Form S-8 filed on May 12, 2010)
|
|
10.4
|
|
Form of Convertible Note (Incorporated by reference to the Annual Report on Form 10-K for the year ended April 30, 2015)
|
|
12**
|
|
2014 Equity Incentive Plan
|
|
14.1
|
|
Code of Ethics (Incorporated by reference to Exhibit 14.1 of Form 10-K filed on August 15, 2011)
|
|
21.1*
|
|
|
|
23.1*
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32.1*
|
|
|
|
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 26, 2016
|
|
|
|
By:
|
/s/ Anthony L. Havens
|
|
|
|
|
Anthony L. Havens
|
|
|
|
|
Chief Executive Officer, President, Interim Principal Financial Officer
|
|
|
|
|
and Chairman of the Board
|
|
|
|
|
|
|
|
|
|
Date: August 26, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sandra L. Ahman
|
|
|
|
|
Sandra L. Ahman
|
|
|
|
|
Vice President and Director
|
|
|
|
|
|
|
|
|
|
Date: August 26, 2016
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kristian Srb
|
|
|
|
|
Kristian Srb
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
Date: August 26, 2016
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey Bean
|
|
|
|
|
Jeffrey Bean
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
Date: August 26, 2016
|
|
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 |
|---|