Quarterly Report for Quarter Ending July 31, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT according to SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2024

☐	TRANSITION REPORT according to SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ___________.

Commission file number: 0-9483

SPARTA COMMERCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Nevada		30-0298178
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

555 Fifth Avenue, 14th Floor, New York, NY10017

(Address of principal executive offices) (Zip Code)

(212)239-2666

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $.001 par value		SRCO		Pink Open Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 504 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to file such files). ☒ Yes☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer☐		Smaller reporting company ☒
(Do not check if a smaller reporting company)		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒No

As of September 20, 2024, we had 36,050,355shares of common stock issued and outstanding.

SPARTA COMMERCIAL SERVICES, INC.

FORM 10-Q

FOR THE QUARTER ENDED July 31, 2024

TABLE OF CONTENTS

			Page
PART I.	FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)		3
	Condensed Consolidated Balance Sheets as of July 31, 2024 (unaudited) and April 30, 2024		3
	Condensed Consolidated Statements of Operations for the Three Months ended July 31, 2024, and 2023 (unaudited)		4
	Condensed Consolidated Statement of Changes in Deficit for the Three Months ended July 31, 2024 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Three Months ended July 31, 2024, and 2023 (unaudited)		6
	Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
Item 4.	Controls and Procedures		22
PART II.	OTHER INFORMATION		24
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3.	Defaults Upon Senior Securities		25
Item 5.	Other Information		25
Item 6.	Exhibits		25
Signatures		26

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SPARTA COMMERCIAL SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, 2024, AND APRIL 30, 2024

(Unaudited)

		July 31,			April 30.
		2024			2024
ASSETS
Current Assets
Cash and cash equivalents		$	136,492			$	100,953
Accounts receivable			6,935				6,724
Inventory			4,243				3,004
Loans receivable			211,861				-
Total Current Assets			359,531				110,681
Deposits - rent deposit			9,000				9,000
Total assets		$	368,531			$	119,681
LIABILITIES AND DEFICIT
Liabilities:
Current Liabilities
Accounts payable and accrued expenses		$	1,295,836			$	1,208,195
Short Term Loan			1,585				1,585
Current portion notes payable			7,293,360				7,168,481
Derivative liabilities			1,119,232				740,940
Total Current Liabilities			9,710,013				9,119,201
Loans payable-related parties			637,077				637,077
Loans payable-net of current portion			98,356				-
Total Long Term Liabilities			735,433				637,077
Total liabilities			10,445,446				9,756,278
Stockholders' Deficit:
Preferred stock, $0.001par value; 10,000,000shares authorized of which 35,850shares have been designated as Series A convertible preferred stock, with a stated value of $100per share, 125and 125shares issued and outstanding as of July 31, 2024 and April 30, 2024, respectively		$	12,500				12,500
Preferred stock C, 4,200,000shares have been designated as Series C redeemable, convertible preferred, $0.001par value, with a liquidation and redemption value of $1per share,1,919,157and 1,919,157shares issued and outstanding as of July 31, 2024 and April 30, 2024, respectively			1,919				1,919
Preferred stock D, 2,000,000shares have been designated as Series D redeemable, convertible preferred, $0.001par value, with a liquidation and redemption value of $1.00per share, 400,877and 400,877shares issued and outstanding as of July 31, 2024 and April 30, 2024, respectively			401				401
Common stock, $0.001par value; 750,000,000shares authorized, and 32,825,112and 29,495,189shares issued and outstanding as of July 31, 2024 and April 30, 2024, respectively			32,825				29,495
Common stock to be issued35,001,223and 33,395,883as of July 31, 2024 and April 30, 2024, respectively			35,002				33,396
Additional paid-in-capital			56,316,827				55,870,123
Additional paid-in-capital- reserves			276,943				204,385
Accumulated deficit			(67,758,523	)			(66,795,350	)
Total deficiency in stockholders' equity			(11,082,106	)			(10,643,131	)
Non-controlling interest			1,005,191				1,006,534
Total Deficit			(10,076,915	)			(9,636,597	)
Total Liabilities and Deficit		$	368,531			$	119,681

See accompanying notes to unaudited condensed consolidated financial statements.

SPARTA COMMERCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2024, AND 2023

(Unaudited)

		For the three months ended July 31,
		2024			2023
Revenue
Information technology		$	34,344			$	55,196
New World Health Brands			5,062				7,083
Merchant financing			2,145				-
Total Revenue			41,551				62,279
Less Cost of goods sold			8,583				8,924
Gross profit		$	32,968			$	53,355
Operating expenses:
Compensation and related costs			214,130				161,095
Accounting and legal Fees			24,220				1,140
Consulting fees			74,060				20,490
Rent and lease			18,000				18,000
General office expenses			46,352				114,311
Total operating expenses			376,762				315,036
Loss from operations		$	(343,794	)		$	(261,681	)
Other (income) expense:
Commission on Municipal Bonds		$	(2,504	)		$	(731	)
Financing costs			244,934				140,388
Write off convertible notes			-				(39,425	)
Loss (gain) in changes in fair value of derivative liability			378,292				(153,279	)
Total other (income) expense		$	620,722			$	(53,047	)
Net income (loss)			(964,516	)			(208,634	)
Net profit attributable to minority shareholder			1,343				(2,709	)
Preferred dividend			-				-
Net income (loss) attributed to common stockholders		$	(963,173	)		$	(211,343	)
Basic and diluted loss per share:
Income (Loss) from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders			(0.03	)			(0.01	)
Net loss attributable to Sparta Commercial Services, Inc. common stockholders		$	(0.03	)		$	(0.01	)
Weighted average shares outstanding			30,356,923				23,168,129

See accompanying notes to unaudited condensed consolidated financial statements.

SPARTA COMMERCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER'S DEFICITS

For the three months ended July 31, 2024, and 2023

																																Additional
		Series A			Series C			Series D									Common Stock			Paid in			Additional						Non
		Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			to be issued			Capital			Paid in			Accumulated			controlling
		Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			- Reserves			Capital			Deficit			Interest			Total
Balance April 30, 2024			125				12,500				1,919,157				1,919				400,877				401				29,495,189				29,495				33,395,883				33,396				204,385				55,870,123				(66,795,350	)			1,006,534			$	(9,636,597	)
Subscribed shares issued			-				-				-				-				-				-				408,250				408				(408,250	)			(408	)			-				-				-				-				-
Issuance of common stock for cash			-				-				-				-				-				-				1,971,673				1,972				1,813,590				1,814				-				331,214				-				-				335,000
Issuance of common stock for services			-				-				-				-				-				-				200,000				200				-				-				-				22,800				-				-				23,000
Conversion of notes payable			-				-				-				-				-				-				750,000				750				-				-				-				74,250				-				-				75,000
Warrants issued on conversion of Notes			-				-				-				-				-				-				-				-				-				-				72,558				-				-				-				72,558
Commitment Shares not yet issued			-				-				-				-				-				-				-				-				200,000				200				-				18,440				-				-				18,640
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				(963,173	)			(1,343	)			(964,516	)
Balance July 31, 2024			125			$	12,500				1,919,157			$	1,919				400,877			$	401				32,825,112			$	32,825				35,001,223			$	35,002			$	276,943			$	56,316,827			$	(67,758,523	)		$	1,005,191			$	(10,076,915	)
Balance April 30, 2023			125			$	12,500				1,979,157			$	1,979				937,701			$	938				23,045,205			$	23,045				23,704,788			$	23,705			$	-			$	54,872,206			$	(66,150,857	)		$	969,295			$	(10,247,189	)
Issuance of common shares for cash			-				-				-				-				-				-				-				-				1,132,910				1,133				-				103,867				-				-				105,000
Stocks issued as a note holder incentive			-				-				-				-				-				-				75,000				75				-				-				-				6,900				-				-				6,975
Issuance of shares for services			-				-				-				-				-				-				830,906				831				(830,906	)			(831	)			-				69,169				-				-				69,169
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				(211,343	)			2,709				(208,634	)
Balance July 31, 2023			125			$	12,500				1,979,157			$	1,979				937,701			$	938				23,951,111			$	23,951				24,006,792			$	24,007			$	-			$	55,052,142			$	(66,362,200	)		$	972,004			$	(10,274,679	)

See accompanying notes to unaudited condensed consolidated financial statements.

SPARTA COMMERCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

for the three months ended July 31, 2024, and 2023

(UNAUDITED)

		Three Months Ended
		2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income ( loss )		$	(964,516	)		$	(208,634	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (Gain)from change in fair value of derivative liabilities			378,292				(153,279	)
Non-cash financing cost			72,558				140,386
Shares issued for services			23,000
Stocks issued as note holder incentive			18,640				-
Changes in operating assets and liabilities
Accounts receivable			(211	)			(149	)
Inventory			(1,239	)			(3,737	)
Loans receivable			(211,861	)			-
Accounts payable and accrued expenses			235,876				(24,274	)
Net cash used in operating activities		$	(449,461	)		$	(249,687	)
CASH FLOWS FROM INVESTING ACTIVITIES:		$	-			$	-
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		$	-			$	(40,887	)
Proceeds from sale of stock			335,000				105,000
Stocks issued for equity			-				76,144
Net Proceeds from notes payable			150,000				115,000
Net cash provided by financing activities		$	485,000			$	255,257
Net (decrease) increase in cash		$	35,539			$	5,570
Cash and cash equivalents, beginning of period			100,953				4,028
Cash and cash equivalents , end of period		$	136,492			$	9,598
Cash paid for:
Interest
Income taxes			-				-

See accompanying notes to unaudited condensed consolidated financial statements.

SPARTA COMMERCIAL SERVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2024

(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.

Business

General Overview

Sparta Commercial Services, Inc. ("Sparta," "we," "us," or the "Company") is a Nevada corporation with headquarters in New York City, (www.spartacommercial.com). We are a multi-disciplined parent corporation operating across three business sectors - Financial Services, E-Commerce & Mobile Technology, and Health and Wellness,

Sparta's roots are in the Powersports industry. The Company provided retail installment loans and leases through authorized motorcycle dealerships in 33 states, with financing provided by institutional lenders. The Company also maintained a full underwriting and servicing platform for its portfolio. Notwithstanding the discontinuance of our initial focus on consumer loans and leases post Lehman and during the 2008 financial crisis, in 2007, the Company introduced a new initiative, Municipal Financing (www.spartamunicipal.com), which has financed over 100 jurisdictions to date. Sparta's Municipal Finance program is available to all nonprofit organizations, institutions, and entities. All nonprofit organizations which adhere to I.R.S. guidelines, including 501 (c) 3 of the Internal Revenue Code, are eligible. Both public nonprofits, also known as public charities supported with publicly collected funds, and private nonprofits, also known as private foundations backed by an individual or business entity, qualify for the program..

Consumers, retailers, municipals, nonprofits, auction houses, banks, and insurance companies scrutinize title history reports for the vital information needed and factored into crucial business decisions affecting the bottom line. Vehicle History Reports are a staple of Sparta's E-Commerce Technology subsidiary iMobile Solutions, Inc. Whether a vehicle is intended for business or recreational use, Sparta's Vehicle History Reports are highly regarded for accuracy and completeness. They have been sold across all 50 states and in 62 countries worldwide. They provide a trusted layer of assurance to vehicle buyers and are available on our websites as well as on various dealership websites. They include Cyclechex (Motorcycle History Reports at www.cyclechex.com), RVchex (Recreational Vehicle History Reports at www.rvchex.com), and Truckchex (Heavy Duty Truck History Reports at www.truckchex.com).

The Company's E-Commerce and Mobile Technology subsidiary name change to iMobile Solutions, Inc., from Specialty Reports, Inc., in 2016, signifies its ever-broadening service offerings in the evolving technology landscape. With iMobile App (www.imobileapp.com), the Company provides mobile technology services, including web and mobile application creation, development, and management for a wide range of businesses to increase revenue, build brand recognition, and improve customer engagement. Our ever-broadening business base of mobile applications includes vehicle dealerships and racetracks, private clubs and country clubs, schools and entertainment venues, restaurants, grocery stores, and various other merchant types. (www.imobileapp.com/app-gallery). The Company also designs, launches, maintains, and hosts websites for businesses incorporating SEO (search engine optimization), social media marketing, and online reviews to improve their presence online.

We provide specific, tailored action plans for our clients' websites that include services such as eCommerce, CRM (Customer Relationship Management) development, and integration. This custom software helps businesses communicate with customers and can also be used for employees to communicate internally. The CRM software can be web-based, integrated with a mobile app, or both. We work with clients to understand their unique needs and incorporate the features and requirements that are most important to them and will facilitate their business growth and success. Correspondingly, the Company designs and builds custom kitchen ordering software for independent grocery stores, delicatessens, and other food service businesses. The software can be designed in various ways, including mobile devices and in-store ordering. The kitchen ordering software is enabled with payment integration, text messaging notification, wireless printing, and other features. iMobile Solutions, Inc. provides a turn-key solution for businesses looking to simplify or streamline their kitchen ordering process. Additionally, we offer text messaging services, which supplement business marketing strategies to gain and retain brand loyalty among its clients, customers, and investors. Our text messaging platform allows clients to manage, schedule, and analyze text message performance quickly.

Sparta's response to the onset of the COVID-19 pandemic in early 2020 quickly took shape with thorough investigations into evolving customer trends in health and wellness. As a result, we expanded New World Health Brands and developed a new product line of natural dietary supplements. In August 2020, we launched an online B to C website: www.newworldhealthbrands.com, featuring high-quality nutritional supplements, including vitamins and minerals, such as, Iodine for children and adults, Boron, copper/Zinc/Selenium, Magnesium, Spermidine, Vitamin B Complex, Vitamin C and PQQ, with more products to come. All health and wellness offerings are exclusively sourced and manufactured in the United States and adhere to strict U.S. standards and guidelines to ensure the safety and quality of our products. Sparta's commitment to high standards and transparency is tantamount to being a trusted brand.

Sparta's subsidiary, Sparta Crypto, Inc., www.SpartaCrypto.com, was established in September 2020, and is in the process of completing a proprietary state-of-the-art platform designed to connect users of widely adopted digital currencies with sellers of various goods and services. The platform is scheduled to launch in 2023 and the Company can make no assurances that the described plan will reach implementation. In addition, the Company has completed and tested a cryptocurrency payment gateway called SpartaPayIQ, www.SpartaPayIQ.com, which is functional and was formally announced on March 3, 2022.

Agoge Global USA, Inc. was formed as a subsidiary of Sparta Crypto, Inc. in December 2022 and entered into a Joint Venture Agreement with WeDev Group to facilitate cross-border transactions between importers and exporters of goods from the U.S. and Brazil. In addition, Agoge Global USA provides business intermediary services to global importers and exporters of goods and services. These services provided through our joint venture agreement with WeDev include, but are not limited to, industry introductions, tax and regulatory compliance assistance, import and export documentation assistance, reselling services in other jurisdictions, and facilitation of cross-border transactions.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of July 31, 2024 and for the three months ended July 31, 2024 and 2023 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended April 30, 2024 as disclosed in the Company's Form 10-K for that year as filed with the Securities and Exchange Commission on August 14, 2024.

The results of operations for the three months ended July 31, 2024 are not necessarily indicative of the results to be expected for any other interim period or the full year ending April 30, 2025.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. The third-party ownership of the Company's subsidiary is accounted for as noncontrolling interest in the consolidated financial statements. Changes in the noncontrolling interest are reported in the statement of changes in deficit.

Estimates

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosures of revenues and expenses for the said period. Accordingly, actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized in accordance with Accounting Standards Codification ("ASC") Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue utilizing the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

The Company acts as a principal in its revenue transactions as it is the primary obligor.

		Three months ended
Revenue		July 31, 2024			July 31, 2023
Information technology		$	34,344			$	55,196
New World Health			5,062				7,083
Merchant financing			2,145				-
Total		$	41,551			$	62,279

Revenues from mobile app products and New World Health Brands products are generally recognized upon delivery. Revenues from History Reports are typically recognized upon delivery/download. Prepayments received from customers before delivery (if any) are recognized as deferred revenue and recognized upon delivery. The Company records deferred revenues when cash payments are received or due before our performance, including refundable amounts. Revenues from merchant financing is recognized over the life of the contracts.

Cash Equivalents

All liquid investments with three months or less maturity are cash equivalents for the accompanying financial statements.

Website Development Costs

The Company recognizes website development costs in accordance with ASC 350-50, "Accounting for Website Development Costs." As such, the Company expenses all costs incurred that relate to the planning and post implementation phases of development of its website. Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life. Costs associated with repair or maintenance for the website are included in cost of net revenues in the current period expenses.

Fair Value Measurements

The Company has adopted ASC 820, "Fair Value Measurements ("ASC 820")." ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The scale gives the highest priority to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs to fair value measurements of certain assets and Liabilities. The three levels of the fair value hierarchy under ASC 820 are described below:

	●	Level 1 - Quoted prices for identical instruments in active markets. Level 1 assets and liabilities include debt and equity securities, derivative contracts traded in an active exchange market, and certain highly liquid securities 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 supported by little or no market activity and 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 the valuation.

This hierarchy requires the Company to use observable market data when available and to minimize the use of unobservable inputs when determining fair value. Observable inputs may not always be available for some products or in certain market conditions.

Income Taxes

We utilize ASC 740, "Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at year-end based on enacted laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

The Company recognizes the impact of a position in the financial statements only if that position is more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. Our practice recognizes interest or penalties related to income tax matters in income tax expense.

Stock-Based Compensation

We account for our stock-based compensation under ASC 718 "Compensation-Stock Compensation" using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award. It is recognized over the service period, usually the vesting period. This guidance establishes standards for accounting transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services based on the fair value of the entity's equity instruments, or the issuance of those equity instruments may settle that.

We use the fair value method for equity instruments granted to non-employees and the Black-Scholes model to measure options' fair value. The stock-based fair value compensation is determined as of the date of the grant or at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Inventories

The Company's inventories represent finished goods, consisting of available products. They are accounted for using the first-in, first-out (FIFO) method and valued at the lower of cost or net realizable value. Inventory consists of finished goods for the Company's New World Health business.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents, and receivables. The Company places its cash and temporary cash investments with high-credit quality institutions. At times, such investments may be more than the FDIC insurance limit.

Net Loss Per Share

The Company uses ASC 260-10, "Earnings Per Share" for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of July 31, 2024, and April 30, 2024, which consist of convertible instruments and rights to shares of the Company's common stock. It determined that such derivatives meet the criteria for liability classification under ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed conventional, as described.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for "Accounting for Derivative Instruments and Hedging Activities."

The Company assessed the classification of its derivative financial instruments as of July 31, 2024 and April 30, 2024, which consist of convertible instruments and rights to shares of the Company's common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

Reclassifications

Certain reclassifications have been made to conform with prior periods' data to the current presentation. These reclassifications did not affect reported losses.

Recent Accounting Pronouncements-

No recent pronouncements have been made or adopted in the quarter ended July 31, 2024. All of the pronouncements that affect our business have been adopted.

NOTE B - GOING CONCERN MATTERS

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred recurring losses and generated negative cash flows from operating activities since inception. As of July 31, 2024, the Company had an accumulated deficit of $67,758,523and a working capital deficit of $9,350,482. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the filing date of this report. These factors among others raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements.

The Company's existence is dependent upon management's ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company's efforts will be successful. No assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company's management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing.

The Company's existence depends on management's ability to develop profitable operations. Management is devoting substantially all its efforts to growing its business and raising capital, and there can be no assurance that the Company's efforts will be successful. The management's actions are not guaranteed to result in profitable operations or resolve liquidity problems. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

The Company's management actively pursues additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing.

NOTE C - NOTES PAYABLE AND DERIVATIVES

The Company has numerous outstanding notes payable to various parties. The notes bear interest at rates of 5% - 20% per year and are summarized as follows:

Notes Payable		July 31, 2024			April 30, 2024
Notes convertible at holder's option		$	2,241,197			$	2,723,197
Notes convertible at Company's option			335,700				335,700
Non-convertible notes payable			2,957,221				2,399,221
Accrued interest			1,857,598				1,710,363
		7,391,716				7,168,481
Less non-current portion			(98,356	)			-
Total		$	7,293,360			$	7,168,481

Certain notes payable contain variable conversion rates, and the conversion features are classified as derivative liabilities. The conversion prices are based on the market price of the Company's common stock, at discounts of 60% to market value.

The Company's derivative financial instruments are embedded derivatives related to the outstanding short-term Convertible Notes Payable. These embedded derivatives included certain conversion features indexed to the Company's common stock. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related items at their fair values as of the inception date of the Convertible Notes Payable and at fair value as of each subsequent balance sheet date. In addition, under the provisions of Accounting Standards Codification subtopic 815-40, Derivatives and Hedging; Contracts in Entity's Own Equity ("ASC 815-40"), as a result of entering into the Convertible Notes Payable, the Company is required to classify all other non-employee stock options and warrants as derivative liabilities and mark them to market at each reporting date. Any change in fair value, including modifications of terms, will be recorded as non-operating, non-cash income, or expense at each reporting date. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge. If the fair value of the products is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income. These Notes are subject to a six-year Statute of Limitations in which to bring any potential claims.

The change in fair value of the derivative liabilities on July 31, 2024, was calculated with the following average assumptions using a binomial option pricing model are as follows:

Significant Assumptions:
Risk-free interest rate			4.73	%
Expected stock price volatility			127	%
Expected dividend payout			0
Expected life in years			1Year

Changes in derivative liability during the three months ended July 31, 2024, and 2023 were:

		July 31,			July 31,
		2024			2023
Balance, beginning of year		$	740,940			$	1,375,767
Derivative liability extinguished			-				(76,144	)
Derivative financial liability arising on the issuance of convertible notes and warrants			-				-
Fair value adjustments			378,292				(77,135	)
Balance, end of period		$	1,119,232			$	1,222,488

NOTE D - LOANS PAYABLE TO RELATED PARTIES

As of July 31, 2024, and April 30, 2024, aggregated loans and notes payable, without demand and with no interest, to officers, directors, and other related parties were $633,077and $633,077, respectively.

NOTE E - EQUITY TRANSACTIONS

Preferred Stock

The Company is authorized to issue 10,000,000shares of preferred stock with $0.001par value per share, of which 35,850shares have been designated as Series A convertible preferred stock with a $100stated value per share; 1,000shares have been designated as Series B Preferred Stock with a $10,000per share liquidation value; 4,200,000shares have been designated as Series C Preferred Stock with a $1.00per share liquidation value, and 2,000,000shares have been designated as Series D Preferred Stock with a $1per share liquidation value. During the three months ended July 31, 2024 and 2023, the Company did not issue any preferred stock.

Common Stock

The Company is authorized to issue 750,000,000shares of common stock, $0.001par value. The Company had 32,825,112and 29,495,189shares of common stock issued and outstanding as of July 31, 2024 and April 30, 2024, respectively. The Company had 35,001,223and 33,395,883shares of common classified as to be issued at July 31, 2024 and April 30, 2024, respectively.

During the three months ended July 31, 2024, the Company:

	●	Issued 1,971,673shares and 1,813,590shares to be issued valued at $335,000to accredited investors related to equity investments.
	●	Issued 200,000shares valued at $23,000for consulting services.
	●	200,000shares of common stock to be issued as an incentive to noteholder valued at $18,640.
	●	Issued 750,000shares of common stock valued at $75,000upon the conversion of convertible notes
	●	Issued 1,891,633warrants valued at $72,558as part of conversion of convertible notes

During the three months ended July 31, 2023, the Company:

	●	Issued 830,906shares valued at $70,000to three accredited investors related to equity investments and note conversions
	●	Issued 75,000shares valued at $6,975to accredited investor related to promissory note.
	●	Sold to three accredited investors 432,733shares of common stock for cash of $40,000, actual shares were not issued yet and recorded as common stock to be issued.

NOTE F - FAIR VALUE MEASUREMENTS

The Company follows the guidelines established according to ASC 820, which established a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 defines fair value as the amount received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The table below summarizes the fair values of financial liabilities as of July 31, 2024:

		Fair Value at			Fair Value Measurement Using
		July 31, 2024			Level 1			Level 2			Level 3
Derivative liabilities		$	1,119,232			$	-			$	-			$	1,119,232

Fair values of financial liabilities as of April 30, 2024, are as follows:

		Fair Value at			Fair Value Measurement Using
		April 30, 2024			Level 1			Level 2			Level 3
Derivative liabilities		$	740,940			$	-			$	-			$	740,940

The following is a description of the valuation methodologies used for these items:

Derivative liabilities - these instruments consist of certain variable conversion features related to notes payable obligations and certain outstanding warrants. These instruments were valued using pricing models incorporating the Company's stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life.

The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value following A.S.C. Topic 825, "The Fair Value Option for Financial Issuances."

NOTE G - WARRANTS:

No warrants were issued to employees for services. Stock options totaling 290,000shares were issued to employees or service providers during the year ended April 30, 2024. As of April 30, 2024, a total of 11,812,708stock options were vested. The computed fair value was $204,385. During the three months ended July 31, 2024, in connection with common stock issued or to be issued, the Company issued 1,891,633warrants exercisable at $0.30and lives of 2years.

NOTE H - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

Our executive offices are located in New York, NY. We have an agreement for use of office space at this location under a sublease which expired on July 31, 2018, and continues on a month-to-month basis thereafter. The monthly base rent is $5,100.

Rent expense was $18,000and $18,000for the three months period ending July 31, 2024 and 2023, respectively.

Employment and Consulting Agreements

The Company does not have employment agreements with any of its non-executive employees.

The Company has consulting agreements with outside contractors to provide marketing and financial advisory services. The agreements are generally for 12 months from inception and renewable automatically from year to year unless the Company or consultant terminates such engagement by written notice.

The Company entered into five-year employment agreements with its CEO, Anthony L Havens and Vice President of Operations, Sandra L Ahman. As part of their employment agreements, Mr. Havens received five yearoptions to purchase 376,256shares of the Company's common stock at $0.308per share. The options vest in three equal tranches over three years. Ms. Ahman received five yearoptions to purchase 125,419shares of the Company's common stock at $0.308per share. The options vest in three equal tranches over three years.

Litigation

The Company is subject to legal proceedings and claims arising in its business's ordinary course. Sparta can make no representations about the potential outcome of such proceedings.

As of July 31, 2024, we have not been named as parties to any further legal proceedings. The two litigations disclosed prior are updated below. From time to time, of course, we may become involved in further legal proceedings, which sometimes arise due to the very nature of and in the ordinary course of this business.

By way of background, the Company had received notices dated April 1, 2016 and May 13, 2016, from a lender claiming defaults relating to conversion requests totaling $8,365.00in principal, plus interest, attorney fees and also seeking stock conversions aside from the stated principal and interest concerning the notes in the total amount of $55,125.00, which the Company had declined to process and believes it has valid, meritorious defenses in that regard. The Company believes these claims are contingent and unliquidated and disputed same. While there can be no absolute assurances that the Company will prevail in the litigation concerning allegations brought against the Company, these potential liabilities have been recorded in the unaudited condensed consolidated financial statements.

For the above claims, on September 22, 2016, a motion for summary judgment instead of complaint was filed in the Supreme Court in the State of New York: County of Kings against the Company by a lender for the amount of $102,170.82in principal and stock conversion interest, plus fees and costs. Plaintiff's motion for summary judgment instead of complaint was denied on May 5, 2017. On August 22, 2018, Plaintiff brought a second motion seeking summary judgment on the liability issue, again denied by the Court on March 14, 2019. The most recent appearance in this matter had been scheduled for March 13, 2020, at which time the Court marked the case "adjourned without a date" due to the restrictions imposed on the Courts arising from the COVID-19 pandemic. To date, no further Court appearances have been scheduled in this matter. However, most notably, a favorable decision from the New York State Court of Appeals regarding the same types of transactions has since been determined to be criminally usurious and, therefore, unenforceable management believes. These were the very same defenses raised on behalf of the Company. On December 14, 2023 a Stipulation of Discontinuance was filed in New York State Supreme Court: Kings County wherein the parties agreed to the discontinuance of any and all claims against the other with prejudice and with full waivers and releases. Therefore, this matter has been fully resolved..

NOTE I - SUBSEQUENT EVENTS

The Company had evaluated subsequent events for recognition and disclosure as of the date the financial statements were available to be issued.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion of our financial condition and results of operations should be read in conjunction with (1) our interim unaudited condensed consolidated financial statements and their explanatory notes included as part of this quarterly Report and (2) our annual audited consolidated financial statements and explanatory notes for the year ended April 30, 2024, as disclosed in our annual Report on Form 10-K for that year as filed with the S.E.C.

"Forward-Looking" Information

This Report on Form 10-Q contains various statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder which represent our expectations and beliefs, including, but not limited to statements concerning the Company's business and financial plans and prospects and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, objectives, assumptions, future events, or performances are not historical facts and may be forward-looking. The words "believe," "expect," "anticipate," "estimate," "project," and other similar expressions can, but do not always, identify forward-looking statements, which speak only as of the date such statement was made. We base these forward-looking statements on our current expectations and projections about future events, our assumptions, and our knowledge of facts when the statements are made. These statements, by their nature, involve substantial risks and uncertainties, sure of which are beyond our control, and actual results may differ materially depending on various important factors. Risks and uncertainties that could cause our financial performance to differ materially from our goals, plans, expectations, and projections expressed in forward-looking statements include those outlined in our filings with the Securities and Exchange Commission ("S.E.C."), including Item 1A of the Company's Annual Report of Form 10-K for the year ended April 30, 2024. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. It would be best to consider any forward-looking statements in light of this explanation, and we caution you about relying on them.

General Overview

General Overview

Sparta Commercial Services, Inc. ("Sparta," "we," "us," or the "Company") is a Nevada corporation with headquarters in New York City, (www.spartacommercial.com). We are a multi-disciplined parent corporation operating across three business sectors - Financial Services, E-Commerce & Mobile Technology, and Health and Wellness,

Sparta's roots are in the Powersports consumer finance industry. The Company provided retail installment loans and leases through authorized motorcycle dealerships in 33 states, with financing lines of credit provided by institutional lenders. The Company also created and maintained a full underwriting and servicing platform for its portfolio. The Company's consumer loans and leases business was discontinued post the Lehman Brothers collapse during the 2008 financial crisis. In 2007, the Company introduced a new initiative, Municipal Financing, (www.spartamunicipal.com), which since inception and through the current date has provided financing for over 100 jurisdictions to date. Sparta's Municipal Finance program is also currently available to all nonprofit organizations, institutions and entities. All nonprofit organizations which adhere to IRS guidelines, including 501 (c) 3 of the Internal Revenue Code, are eligible. Both public nonprofits, also known as public charities, supported with publicly collected funds, and private nonprofits, also known as private foundations, supported by an individual or business entity, qualify for the program.

Vehicle History Reports are a staple of Sparta's E-Commerce Technology subsidiary iMobile Solutions, Inc. Whether a vehicle is intended for business or recreational use, Sparta's Vehicle History Reports are highly regarded for accuracy and completeness and have been sold across all 50 states and in 62 countries worldwide. They provide a trusted layer of assurance to vehicle buyers and are available online and at a range of various dealership websites and showrooms. They include Cyclechex (Motorcycle History Reports at www.cyclechex.com), RVchex (Recreational Vehicle History Reports at www.rvchex.com), and Truckchex (Heavy Duty Truck History Reports at www.truckchex.com). Consumers, retailers, auction houses, banks and insurance companies alike scrutinize title history reports for the vital information needed and factored into crucial business decisions regarding the sale, purchase, lease, insuring of or other financial transactions on these assets.

The Company's E-Commerce and Mobile Technology subsidiary, iMobile Solutions, Inc., provides mobile technology services, (www.imobileapp.com), including web and mobile application creation, development and management for a wide range of businesses to help them increase revenue, build brand recognition, and improve customer engagement. Our ever-broadening business base of mobile applications includes vehicle dealerships and racetracks, private clubs and country clubs, schools and entertainment venues, restaurants and grocery stores, as well as various other merchant types. (www.imobileapp.com/app-gallery). The Company also designs, launches, maintains and hosts websites for businesses incorporating SEO (search engine optimization), social media marketing, and online reviews to improve their presence online. We provide specific, tailored action plans for our clients' websites that include services such as eCommerce, CRM (Customer Relationship Management) development and integration. This custom software not only helps businesses communicate with customers but can also be inward facing used for employees to communicate internally. The CRM software can be web based, integrated with a mobile app, or both. We work with clients to understand their unique needs and incorporate the features and requirements that are most important to them and will facilitate their business growth and success. Correspondingly, the Company designs and builds custom kitchen ordering software for independent grocery stores, delicatessens, and other customer-facing food service businesses. The software can be designed for use in a combination of ways including mobile devices and in-store ordering. The kitchen ordering software is enabled with payment integration, text messaging notification, wireless printing, and other features. iMobile Solutions, Inc. provides a turn-key solution for any business looking to simplify or streamline their kitchen ordering process. Additionally, we offer text messaging services, which supplement business marketing strategies both to gain and retain brand loyalty among its clients, customers and investors. Our text messaging platform allows our clients to easily manage, schedule and analyze text message performance.

Sparta created its subsidiary, New World Health Brands, Inc., in April 2019, on the heels of the Agriculture Improvement Act (also known as the Farm Bill), which was signed into law the previous December 20, 2018. Consequently, hemp (CBD) was removed from Schedule 1 of the Controlled Substances Act. Company management recognized the substantial business opportunity that lay ahead in the rapidly expanding hemp-CBD (cannabidiol) market in the United States. During 2019-2020, we sourced, developed and tested 5 CBD product categories totalling 31 products. We procured premium, domestic-grade, full-spectrum, broad-spectrum, and THC free hemp, created product packaging and labelling, and implemented fulfilment to launch an online B to C website in December of 2019. Effective March 31, 2023, management and the Board of Directors decided it was in the best interest of its shareholders to close its hemp-derived CBD product division based on the uncertainty of federal legalization that caused confusion and caution among distributors, retailers, and financial services companies in their efforts to embrace CBD and bring it to market.

In response to the onset of the COVID 19 pandemic in early 2020 Sparta quickly undertook a thorough investigation into evolving customer trends in health and wellness. As a result, we expanded New World Health Brands and developed a new product line of natural dietary supplements. In August 2020, we launched an online B to C website: www.newworldhealthbrands.comwhere we sell high-quality dietary supplements, including vitamins and minerals, such as, Iodine for children and adults, Boron, copper/Zinc/Selenium, , Magnesium, Spermidine, Vitamin B Complex, Vitamin C and PQQ. We continue to study the market as we consider new products to add to our offerings. To ensure the safety and quality of our products, all health and wellness offerings are exclusively sourced and manufactured in the United States and adhere to strict U.S standards and guidelines. Sparta's commitment to high standards and transparency are tantamount to being a trusted brand.

In September 2020 the Company established Sparta Crypto, Inc., www.SpartaCrypto.com, which spawned both SpartaPayIQ, www.SpartaPayIQ.com, and Agoge Global, USA, www.AgogeGlobalUSA.com, ("Agoge") which was formed in December 2022. Sparta Crypto is in the process of completing a proprietary state-of-the-art platform designed to connect users of widely adopted digital currencies with sellers of high-end goods and services. While the Company expects the platform to launch in early 2025, it can make no assurances that the described plan will reach implementation at that time. SpartaPayIQ was created as the cryptocurrency transactional engine payment gateway behind Sparta Crypto and Agoge. After undergoing extensive testing, the Company formally announced it had achieved the optimum functionality for launch on March 3, 2022.

Agoge entered into a Joint Venture Agreement with WeDev Group Ltda. And launched its new integrated Blockchain-based platform, EZBroker 360, that significantly improves and simplifies the ability of business to conduct international trade in the Brazilian market. The platform utilizes stablecoins and blockchain technology to decrease costs and improve the speed of these international transactions. Among Agoge's suite of services is the offering of staged financing for freightage and taxation. Other services include industry introductions, Brazilian tax and regulatory compliance guidance, import and export documentation assistance, as well as reselling services in other jurisdictions and facilitation of cross-border transactions. After a significant investment of time and resources, the Agoge platform is now live and processing transactions for both U.S. and Brazilian corporations.

RESULTS OF OPERATIONS

Comparison of the three Months Ended July 31, 2024, and 2023

For the three months ended July 31, 2024, and 2023, we have generated limited sales revenues, incurred significant expenses, and sustained substantial operating losses.

Revenues

Revenues totaled $41,551 during the three months ending July 31, 2024, compared to $62,279 during the three months ending July 31, 2023. Revenues from information technology were down by $20,852 or 38%. This decrease was due primarily to a reduction in mobile application fees. Sales of New World Health Products were down by $2,021 or 29%, offset by an increase of $2,145 in merchant financing revenues.

Cost of Revenue

The revenue consists of costs and fees paid to third parties to construct and maintain mobile apps and payments for subscription services related to vehicle history reports and the cost of goods purchased for New World Health Brand products. The cost of revenue was $8,583 during the three months ended July 31, 2024, compared to $8,924 during the three months ended July 31, 2023.

Operating Expenses

Operating expenses were $352,417 during the three months ended July 31, 2024, compared to $315,036 during the three months ended July 31, 2023, an increase of $37,381 or 12%. Expenses incurred during the current three months period consisted primarily of the following expenses:

		2024			2023			Increase (Decrease)			%
Compensation and related costs		$	214,130			$	161,095			$	53,035				33	%
Accounting, audit and professional fees			24,220				1,140				23,080				2,025	%
Consulting Fees			74,060				20,490				53,570				261	%
Rent and Utilities			18,000				18,000				-				-	%
General office expenses			46,352				114,311				(67,959	)			(59	)%
		$	376,762			$	315,036			$	61,726				20	%

Other (income) expense

During the three months ended July 31, 2024, other expense of $620,722 is comprised primarily of financing costs of $244,934 and a loss of the change in valuation of derivative liabilities of $378,292, offset by other commission income of $2,504. During the three months ended July 31, 2023, other income of $53,047 consisted of gains on the write off of convertible notes of $39,425, a gain on the change in fair value of our derivative liabilities of $153,279 and other commission income of $731, offset by financing costs of $140,388.

Net income (loss)

Our net loss attributable to common stockholders for the three months ended July 31, 2024, was $964,516 compared to a net loss of $208,634 for the three months ended July 31, 2023, primarily due to the change in valuation of derivative liabilities for this period as compared to three months ending July 31, 2023.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2024, we had an accumulated deficit of $67,758,523. The net cash flow used by operations was $449,461 for the three months ending July 31, 2024. This deficit results primarily from our net loss of $964,516 and increases in loans receivable related to Agoge Global USA, Inc. of $211,861, offset by non-cash expenses of $492,490 increases in accounts payable and accrued expenses of $235,876.

We met our cash requirements during the period through proceeds from the issuance of stock for a total of $335,000 and proceeds from notes payable of $150,000.

We anticipate minimal research and development expenditures or expect the sale or acquisition of any significant property, plant, or equipment during the next twelve months. On July 31, 2024, we had four full-time employees and three part-time employees. If we fully implement our business plan, our employment base may increase during the next twelve months. As we continue to expand, we will incur additional costs for personnel. This potential increase in personnel is dependent upon our generating increased revenues and obtaining sources of financing. We are still determining if we will successfully raise the necessary funds or generate revenues sufficient to fund the potential increase in the number of employees. A union does not represent our employees.

While we have raised capital to meet our working capital and financing needs in the past, additional financing is required to meet our current and potential future cash flow deficits from operations.

We continue to seek additional financing, whether in the form of senior debt, subordinated debt, or equity. We currently have no commitments for financing that are not at the investor's election. There is no guarantee that we will successfully raise funds required to support our operations.

We will need approximately $1,000,000 in addition to our normal operating cash flow to conduct operations during the next twelve months. However, there can be no assurance that additional private or public financing, including debt or equity financing, will be available as needed or, if available, on terms favorable to us. Any additional equity financing may be dilutive to stockholders. Such additional equity securities may have rights, preferences, or privileges that are senior to those of our existing common or preferred stock. Furthermore, if available, debt financing will require the payment of interest. However, it may involve restrictive covenants limiting our operating flexibility if we cannot generate sufficient liquidity from operations or raise enough capital resources on acceptable terms. In that case, this could have a material adverse effect on our business, results of operations, liquidity, and financial condition. We must adjust our planned operations and development on a more limited scale.

The effect of inflation on our revenue and operating results was not significant. Our operations are located in North America, and no seasonal aspects would have a material impact on our financial condition or results of operations.

GOING CONCERN ISSUES

The Company's historical losses and the lack of revenues raise substantial doubts about the Company's ability to continue as a going concern. We cannot assure that our business operations will develop and provide us with significant cash to continue operations. If we cannot build our business, we have to discontinue operations or cease to exist, which would be detrimental to the value of the Company's common stock.

To improve the Company's liquidity, the Company's management is actively pursuing additional financing through discussions with investment bankers, financial institutions, and private investors. There can be no assurance that the Company will be successful in its effort to secure additional financing.

We continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability to develop profitable operations. We are devoting all our efforts to growing our business and raising capital. Our net operating losses increase the difficulty in meeting such goals, and there can be no assurance that such methods will prove successful.

The primary issues management will focus on in the immediate future include: seeking additional credit facilities from institutional lenders, institutional investors for debt or equity investments in our Company, short-term interim debt financing: and private placements of debt and equity securities with accredited investors.

To address these issues, we have engaged a financial advisory firm to advise and assist us in negotiating and raising capital.

INFLATION

The impact of inflation on the costs of the Company and the ability to pass on cost increases to its customers over time is dependent upon market conditions. The Company is not aware of any inflationary pressures that have had any significant impact on the Company's operations over the past quarter, and the Company does not anticipate that inflationary factors will have a substantial effect on future operations.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not maintain off-balance sheet arrangements or participate in non-exchange traded contracts requiring fair value accounting treatment.

CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While several significant accounting policies affect our financial statements, the following critical accounting policy involves the most complex, difficult, and subjective estimates and judgments.

Revenue Recognition

During the first quarter of 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the cumulative-effect method. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The adoption did not impact our consolidated financial statements other than the enhancement of our disclosures related to our revenue-generating activities.

The Company acts as a principal in its revenue transactions as it is the primary obligor.

Revenues from mobile app products and New World Health Brands products are generally recognized upon delivery. Revenues from History Reports are generally recognized upon delivery/download. Prepayments received from customers before delivery (if any) are recognized as deferred revenue and recognized upon delivery. The Company records deferred revenues when cash payments are received or due before our performance, including refundable amounts.

Information Technology:

The Company recognizes revenue when the following criteria have been met:

	●	Persuasive evidence of an arrangement exists.
	●	No significant Company obligations remain.
	●	Collection of the related receivable is reasonably assured.
	●	The fees are fixed or determinable.

The Company acts as a principal in its revenue transactions as it is the primary obligor.

Revenues from mobile app products are generally recognized upon delivery. Revenues from History Reports are generally recognized upon delivery/download. Prepayments received from customers before delivery (if any) are recognized as deferred revenue and recognized upon delivery.

New World Health Brands:

Revenues from New World Health Brands products are generally recognized upon delivery.

Merchant Financing:

Revenues from merchant financing is recognized over the life of the contracts.

Stock-Based Compensation

The Company adopted Financial Accounting Standards Board Accounting Standard Codification Topic 718 ("ASC 718-10"), which records compensation expense on a straight-line basis, generally over the explicit service period of three to five years.

ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the grant date using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's Consolidated Statement of Operations. The Company is using the Black-Scholes option-pricing model as its method of valuation for share-based awards. The Company's determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company's stock price as well as assumptions regarding several highly complex and subjective variables. These variables include but are not limited to the Company's expected stock price volatility over the awards term and other market variables, such as the risk-free interest rate.

Inventories

Inventory comprises finished goods for the Company's New World Health Brands business. The Company's inventories represent finished goods, consisting of products available for sale. They are accounted for using the first-in, first-out (FIFO) method and valued at the lower cost or net realizable value.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for "Accounting for Derivative Instruments and Hedging Activities" ("ASC 815-40").

ASC 815-40 provides that, among other things, generally, if an event is not within the entity's control and could or require net cash settlement, then the contract shall be classified as an asset or a liability. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when "Accounting for Convertible Securities with Beneficial Conversion Features," as those professional standards pertain to "Certain Convertible Instruments." Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based on the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the underlying common stock's fair value at the note transaction's commitment date and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest redemption date.

Derivative Liabilities

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed conventional, as described.

RECENT ACCOUNTING PRONOUNCEMENTS

For information regarding recent accounting pronouncements and their effect on the Company, see "Recent Accounting Pronouncements" in Note A of the Notes to Consolidated Financial Statements contained herein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and participation of our management, including our Chief Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2024. Based on the evaluation of these disclosure controls and procedures and in light of the material weaknesses found in our internal controls, the Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of July 31, 2024, using the criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness yet necessary enough to merit attention by those responsible for oversight of the Company's financial reporting. In our assessment of the effectiveness of internal control over financial reporting as of July 31, 2024, we determined that control deficiencies existed that constituted material weaknesses, as described below:

● 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.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. As a result, we have been unable to improve our internal controls over financial reporting during the quarter ending July 31, 2024. However, to the extent possible, we will implement procedures to ensure that the initiation of transactions, the custody of assets, and the recording of transactions will be performed by separate individuals. Management is currently evaluating the steps to address these material weaknesses.

Accordingly, these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls.

As a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of July 31, 2024, based on criteria established in Internal Control Integrated Framework issued by COSO.

In light of these significant deficiencies, we performed additional analyses and procedures to conclude that our consolidated financial statements for the quarter ended July 31, 2024, included in this quarterly report on Form 10-Q, were fairly stated in accordance with U.S. GAAP. Accordingly, management believes that despite our significant deficiency, our consolidated financial statements for the three months ended July 31, 2024, are fairly stated, in all material respects, in accordance with U.S. GAAP.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit a smaller reporting company to provide only management's report in its annual report.

Statement of Auditing Standards No. 100, Interim Financial Information ("SAS100") requires a registrant to engage an independent accountant to review the registrant's interim financial information. The financial statements included in this filing has not been subject to a review by its independent public accountant

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of July 31, 2024, we have not been named as parties to any further legal proceedings except those disclosed prior and updated below. From time to time, we may become involved in other legal proceedings, which sometimes arise due to the very nature of and in the ordinary course of this business.

By way of background, the Company had received notices dated April 1, 2016, May 13, 2016, and July 22, 2016, from two lenders claiming defaults relating to conversion requests of $8,365.00 in principal plus interest, attorney fees, and $5,000.00 in principal plus interest also seeking stock conversions aside from the stated principal and interest concerning notes in the total amounts of $55,125.00 and $27,500.00, respectively, which the Company has declined to process and believes it has valid, meritorious defenses in that regard. The Company believes these claims are contingent and unliquidated and disputes the same. While there can be no assurances that the Company would prevail in any potential litigation concerning allegations brought against the Company, these potential liabilities have been recorded in the unaudited condensed consolidated financial statements.

For the above claims, on September 22, 2016, a motion for summary judgment instead of complaint was filed in the Supreme Court in the State of New York: County of Kings against the Company by a lender for the amount of $102,170.82 in principal and stock conversion interest, plus fees and costs. Plaintiff's motion for summary judgment instead of complaint was denied on May 5, 2017. On August 22, 2018, Plaintiff brought a second motion seeking summary judgment on the liability issue, again denied by the Court on March 14, 2019. The most recent appearance in this matter had been scheduled for March 13, 2020, at which time the Court marked the case "adjourned without a date" due to the restrictions imposed on the Courts arising from the COVID-19 pandemic. To date, no further Court appearances have been scheduled in this matter. However, most notably, a favorable decision from the New York State Court of Appeals regarding the same types of transactions has since been determined to be criminally usurious and, therefore, unenforceable management believes. These were the very same defenses raised on behalf of the Company. On December 14, 2023 a Stipulation of Discontinuance was filed in New York State Supreme Court: Kings County wherein the parties agreed to the discontinuance of any and all claims against the other with prejudice and with full waivers and releases. Therefore, this matter has been fully resolved.

ITEM 1A. RISK FACTORS

We are subject to certain risks and uncertainties in our business operations, including those described below. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known or deemed immaterial may also impair our business operations. A description of factors that could materially affect our business, financial condition, or operating results was included in Item 1A, "Risk Factors," of our Form 10-K for the year ended April 30, 2024, and is incorporated herein by reference.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Each issuance and sale of securities described below was deemed exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving a public offering. No advertising or general solicitation was employed in offering the securities. Each purchaser is a sophisticated investor (as described in Rule 506(b) (2) (ii) of Regulation D) or an accredited investor (as defined in Rule 501 of Regulation D). Each received adequate information about the Company or had access to such information, through employment or other relationships, to such information.

Sales of Preferred Stock, Common Stock, and Warrants:

During the three months that ended July 31, 2024 the Company:

	●	Sold to 1,971,673 and subscribed 1,813,590 shares of common stock to accredited investors for cash of $ 335,000.
	●	Entered into promissory notes with accredited investors totaling $150,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The following exhibits are filed with this Report:

Exhibit No.		Description
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
31.2*		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101. I.N.S.*		Inline XBRL Instance Document
101. S.C.H.*		Inline XBRL Taxonomy Extension Schema
101. C.A.L.*		Inline XBRL Taxonomy Extension Calculation Linkbase
101. D.E.F.*		Inline XBRL Taxonomy Extension Definition Linkbase
101. L.A.B.*		Inline XBRL Taxonomy Extension Label Linkbase
101. P.R.E.*		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	SPARTA COMMERCIAL SERVICES, INC.
Date: September 23, 2024	By:	/s/ Anthony L. Havens
		Anthony L. Havens, Chief Executive Officer,
		Principal financial and accounting officer

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