UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark For the quarterly period ended For the transition period from ________ to ___________. Commission file number: 0-9483 SPARTA COMMERCIAL SERVICES, INC. (Exact name of registrant as specified in its charter)One )☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JulyOctober 31, 2016☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Nevada | 30-0298178 | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification No.) |
555 Fifth Avenue, 14th Floor, New York, NY
(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 and posted on its corporate Web site, if any, 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 check if a smaller reporting company)
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 19, 2016,December 15, 2021, we had 520,673,217 shares of common stock issued and outstanding.
SPARTA COMMERCIAL SERVICES, INC.
FORM 10-Q
FOR THE QUARTER ENDED JulyOctober 31, 2016
| Page | |||
| PART I. | FINANCIAL INFORMATION | ||
| Item 1. | |||
| 3 | |||
| Condensed Consolidated Balance Sheets as of | 3 | ||
| 4 | |||
| 5 | |||
| 6 | |||
| 7 | |||
| Item 2. | |||
| 16 | |||
| Item 3. | |||
| 21 | |||
| Item 4. | |||
| 21 | |||
| PART II. | OTHER INFORMATION | ||
| Item 1. | |||
| 22 | |||
| Item 1A. | |||
| 22 | |||
| Item 2. | |||
| 23 | |||
| Item 3. | |||
| 23 | |||
| Item 5. | |||
| 23 | |||
Item 6. | Exhibits | 23 | |
| Signatures | 24 | ||
| 2 |
PART I. FINANCIAL INFORMATION
| July 31, 2016 | April 30, 2016 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 3,459 | $ | 33,697 | ||||
| Accounts receivable | 7,319 | 7,649 | ||||||
| Total Current Assets | 10,778 | 41,346 | ||||||
| Property and equipment, net of accumulated depreciation and amortization of $206,980 and $206,362, respectively | 6,282 | 6,900 | ||||||
| Other assets | 9,628 | 9,628 | ||||||
| Deposits | 106,026 | 79,776 | ||||||
| Total assets | $ | 132,714 | $ | 137,650 | ||||
| LIABILITIES AND DEFICIT | ||||||||
| Liabilities: | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 2,377,769 | $ | 2,132,093 | ||||
| Current portion notes payable net of discount of $160,094 and $347,072, respectively | 3,648,474 | 3,394,033 | ||||||
| Deferred revenue | 22,415 | 23,000 | ||||||
| Derivative liabilities | 2,603,747 | 2,170,976 | ||||||
| Total Current Liabilities | 8,652,405 | 7,720,102 | ||||||
| Long term portion notes payable net of discount of $288,417 and $209,813, respectively | 110,083 | 96,687 | ||||||
| Loans payable-related parties | 418,853 | 395,853 | ||||||
| Total Long Term Liabilities | 528,936 | 492,540 | ||||||
| Total liabilities from continuing operations | 9,181,341 | 8,212,642 | ||||||
| LIABILITIES FROM DISCONTINUED OPERATIONS - Current | 12,080 | 14,670 | ||||||
| Total liabilities | 9,193,421 | 8,227,312 | ||||||
| Commitments and contingencies | - | - | ||||||
| Deficit: | ||||||||
| Sparta Commercial Services, Inc. Stockholders’ Deficit: | ||||||||
| 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 | 12,500 | 12,500 | ||||||
| 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 | - | - | ||||||
| Preferred stock C, 200,000 shares have been designated as Series C redeemable, convertible preferred stock, $0.001 par value, with a liquidation and redemption value of $10 per share, 0 and 0 shares issued and outstanding, respectively | - | - | ||||||
| Common stock, $0.001 par value; 750,000,000 shares authorized, 483,665,125 and 419,912,451 shares issued and outstanding, respectively | 483,665 | 419,912 | ||||||
| Common stock to be issued 9,605,000 and 9,605,000 shares, respectively | 9,605 | 9,605 | ||||||
| Additional paid-in-capital | 45,575,886 | 45,473,029 | ||||||
| Accumulated deficit | (55,952,313 | ) | (54,758,294 | ) | ||||
| Total Sparta Commercial Services, Inc. Stockholders' Deficit | (9,870,657 | ) | (8,843,248 | ) | ||||
| Non-controlling interest | 809,950 | 753,586 | ||||||
| Total Deficit | (9,060,707 | ) | (8,089,662 | ) | ||||
| Total Liabilities and Deficit | $ | 132,714 | $ | 137,650 | ||||
AS OF OCTOBER 31, 2021, AND APRIL 30, 2021
(Unaudited)
October 31, 2021 | April 30, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 2,417 | $ | 396 | ||||
| Accounts receivable | 2,358 | 469 | ||||||
| Inventory | 10,499 | 13,823 | ||||||
| Other current assets | 4,580 | - | ||||||
| Total Current Assets | 19,854 | 14,688 | ||||||
| Property and equipment, net of accumulated depreciation and amortization of $213,262 and $212,905, respectively | - | - | ||||||
| Other assets | 9,628 | 9,628 | ||||||
| Deposits | 9,000 | 9,000 | ||||||
| Total assets | $ | 38,482 | $ | 33,316 | ||||
| LIABILITIES AND DEFICIT | ||||||||
| Liabilities: | ||||||||
| Current Liabilities | ||||||||
| Bank overdraft | $ | 63,409 | $ | 49,041 | ||||
| Accounts payable and accrued expenses | 4,042,275 | 3,627,831 | ||||||
| Short Term Loan | 394,013 | 409,013 | ||||||
| Current portion notes payable | 5,207,584 | 4,680,275 | ||||||
| Deferred revenue | 13,148 | 13,946 | ||||||
| Derivative liabilities | 7,077,836 | 3,446,738 | ||||||
| Total Current Liabilities | 16,798,265 | 12,226,844 | ||||||
| Loans payable-related parties | 432,403 | 432,403 | ||||||
| Total Long Term Liabilities | 432,403 | 432,403 | ||||||
| Total liabilities | $ | 17,230,668 | $ | 12,659,247 | ||||
| Deficit: | ||||||||
| Preferred stock, $ par value; shares authorized of which shares have been designated as Series A convertible preferred stock, with a stated value of $ per share, and shares issued and outstanding, respectively | 12,500 | 12,500 | ||||||
| Preferred stock B, shares have been designated as Series B redeemable preferred stock, $ par value, with a liquidation and redemption value of $10,000 per share, and shares issued and outstanding, respectively | - | - | ||||||
| Preferred stock C,shares have been designated as Series C redeemable, convertible preferred, $par value, with a liquidation and redemption value of $10 per share, and shares issued and outstanding, respectively | 3,160 | 4,145 | ||||||
| Preferred stock D, shares have been designated as Series D redeemable, convertible preferred, $par value, with a liquidation and redemption value of $1.00 per share, and shares issued and outstanding, respectively | 782 | 1,494 | ||||||
| Preferred stock value | 16,442 | 18,139 | ||||||
| Common stock, $ par value; shares authorized, and and shares issued and outstanding as of July 31 and April 30, 2021 respectively | 12,205 | 9,810 | ||||||
| Common stock to be issued and , respectively | 22,443 | 1,215 | ||||||
| Additional paid-in-capital | 51,507,118 | 51,351,156 | ||||||
| Accumulated deficit | (69,738,042 | ) | (64,993,250 | ) | ||||
| Total deficiency in stockholders’ deficit | (18,179,834 | ) | (13,612,930 | ) | ||||
| Non-controlling interest | 987,648 | 986,999 | ||||||
| Total Deficit | (17,192,186 | ) | (12,625,931 | ) | ||||
| Total Liabilities and Deficit | $ | 38,482 | $ | 33,316 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 3 |
SPARTA COMMERCIAL SERVICES, INC.
AS OF OCTOBER 31, 20162021, AND 2015
| Three Months Ended | ||||||||
| July 31, | ||||||||
| 2016 | 2015 | |||||||
| Revenue | ||||||||
| Information technology | $ | 161,447 | $ | 167,223 | ||||
| Cost of revenue | 14,486 | 44,146 | ||||||
| Gross profit | 146,961 | 123,077 | ||||||
| Operating expenses: | ||||||||
| General and administrative | 507,615 | 763,050 | ||||||
| Depreciation and amortization | 618 | 1,057 | ||||||
| Total operating expenses | 508,233 | 764,107 | ||||||
| Loss from operations | (361,272 | ) | (641,030 | ) | ||||
| Other (income) expense: | ||||||||
| Other income | - | (7,153 | ) | |||||
| Financing cost | 356,790 | 189,478 | ||||||
| Amortization of debt discount | 200,374 | 712,477 | ||||||
| Loss from changes in fair value of derivative liability | 258,064 | 75,465 | ||||||
| Total other expense | 815,228 | 970,267 | ||||||
| Loss from continuing operations | $ | (1,176,500 | ) | $ | (1,611,297 | ) | ||
| Loss from discontinued operations | (10,964 | ) | (12,548 | ) | ||||
| Net Loss | (1,187,464 | ) | (1,623,845 | ) | ||||
| Net income attributed to non-controlling interest | (6,364 | ) | (4,264 | ) | ||||
| Preferred dividend | (191 | ) | (191 | ) | ||||
| Net loss attributed to common stockholders | $ | (1,194,019 | ) | $ | (1,628,300 | ) | ||
| Basic and diluted loss per share: | ||||||||
| Loss from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders | $ | (0.00 | ) | $ | (0.03 | ) | ||
| Loss from discontinued operations attributable to Sparta Commercial Services, Inc. common stockholders | (0.00 | ) | (0.00 | ) | ||||
| Net loss attributable to Sparta Commercial Services, Inc. common stockholders | $ | (0.00 | ) | $ | (0.03 | ) | ||
| Weighted average shares outstanding | 458,404,528 | 57,229,920 | ||||||
(Unaudited)
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Three Months Ended October 31, | Six Months Ended October 31 | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | ||||||||||||||||
| Information technology | $ | 56,242 | $ | 61,834 | $ | 112,799 | $ | 135,781 | ||||||||
| New World Health Brands | 9,456 | 3,113 | 13,584 | 5,773 | ||||||||||||
| Total Revenue | 65,698 | 64,947 | 126,383 | 141,554 | ||||||||||||
| Less Cost of goods sold | 13,116 | 25,586 | 23,293 | 45,734 | ||||||||||||
| Gross profit | $ | 52,582 | $ | 39,361 | $ | 103,090 | $ | 95,820 | ||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 256,713 | 220,033 | 506,737 | 933,709 | ||||||||||||
| Depreciation and amortization | - | - | - | - | ||||||||||||
| Total operating expenses | $ | 256,713 | $ | 220,033 | $ | 506,737 | $ | 933,709 | ||||||||
| Loss from operations | $ | (204,131 | ) | $ | (180,672 | ) | $ | (403,647 | ) | $ | (837,889 | ) | ||||
| Other (income) expense: | ||||||||||||||||
| Other income | $ | (8,059 | ) | $ | (750 | ) | $ | (8,059 | ) | $ | (750 | ) | ||||
| Forgiveness of debt | - | - | - | (63,053 | ) | |||||||||||
| Financing cost | - | (14,695 | ) | 180,750 | 295,729 | |||||||||||
| Loss (gain) in changes in fair value of derivative liability | 4,928,140 | 4,168,072 | 1,310,307 | |||||||||||||
| Total other (income) expense | $ | 4,920,081 | $ | (15,445 | ) | $ | 4,340,763 | $ | 1,542,233 | |||||||
| Income (loss) from continuing operations | (5,124,212 | ) | (165,227 | ) | (4,744,410 | ) | (2,380,122 | ) | ||||||||
| Loss from discontinued operations | - | - | - | - | ||||||||||||
| Net income (loss) | (5,124,212 | ) | (165,227 | ) | (4,744,410 | ) | (2,380,122 | ) | ||||||||
| Net income attributed to non-controlling interest | 311 | (3,962 | ) | 649 | (5,934 | ) | ||||||||||
| Preferred dividend | (382 | ) | (191 | ) | (382 | ) | (382 | ) | ||||||||
| Net income (loss) attributed to common stockholders | $ | (5,124,283 | ) | $ | (169,380 | ) | $ | (4,744,143 | ) | $ | (2,386,438 | ) | ||||
| Basic and diluted loss per share: | ||||||||||||||||
| Loss from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders | (0.43 | ) | (0.00 | ) | 0.03 | (0.00 | ) | |||||||||
| Loss from discontinued operations attributable to Sparta Commercial Services, Inc. common stockholders | - | - | - | - | ||||||||||||
| Net loss attributable to Sparta Commercial Services, Inc. common stockholders | $ | (0.43 | ) | $ | (0.00 | ) | $ | 0.03 | $ | (0.00 | ) | |||||
| Weighted average shares outstanding | 11,872,084 | 662,430,947 | 11,392,098 | 627,092,904 | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 4 |
SPARTA COMMERCIAL SERVICES, INC.
FOR THE THREE AND SIX MONTHS ENDED JULYOCTOBER 31, 2016
(UNAUDITED)
| Series A | Common Stock | Additional | Non- | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | to be issued | Paid in | Accumulated | controlling | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||||||||||||||
| 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 | ) | |||||||||||||||||||||
| Sale of subsidiary preferred stock | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes and interest | 63,752,674 | 63,753 | - | - | 102,857 | 166,610 | ||||||||||||||||||||||||||||||||||
| Preferred dividend | (191 | ) | (191 | ) | ||||||||||||||||||||||||||||||||||||
| Net loss | (1,193,828 | ) | 6,364 | (1,187,464 | ) | |||||||||||||||||||||||||||||||||||
| Balance July 31, 2016 | 125 | $ | 12,500 | 483,665,125 | $ | 483,665 | 9,605,000 | $ | 9,605 | $ | 45,575,886 | $ | (55,952,313 | ) | $ | 809,950 | $ | (9,060,707 | ) | |||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Series D | Common Stock | Additional | Non- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | to be issued | Paid in | Accumulated | controlling | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance April 30, 2021 | 125 | $ | 12,500 | - | $ | - | 4,132,269 | $ | 4,145 | 1,493,962 | $ | 1,494 | 9,809,877 | $ | 9,810 | 1,214,528 | $ | 1,215 | $ | 51,351,156 | (64,993,250 | ) | $ | 986,999 | (12,625,931 | ) | ||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred to common stocks | - | - | (704,300 | ) | (704 | ) | (302,551 | ) | (303 | ) | 1,574,001 | 1,574 | 373,326 | 373,893 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes to common shares | 125,000 | 125 | 24,875 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued for cash | 1,134,697 | 1,135 | 98,183 | 99,318 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred shares, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuane of common shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividends | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of preferred stocks | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of preferred stocks, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for settlement of accounts payable | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for settlement of accounts payable, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option issued for settlement of accounts payable | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of subsidairy preferred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of subsidairy preferred, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividends | 23,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividends, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | 379,802 | 338 | 380,140 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance July 31, 2021 | 125 | $ | 12,500 | - | $ | - | 3,427,969 | $ | 3,441 | 1,191,411 | $ | 1,191 | 11,508,878 | $ | 11,509 | 2,349,225 | $ | 2,350 | $ | 51,847,540 | $ | (64,613,448 | ) | $ | 987,337 | $ | (11,747,580 | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of preferred shares | (281,000 | ) | (281 | ) | (409,000 | ) | (409 | ) | (2,349,225 | ) | (2,350 | ) | (317,979 | ) | (321,019 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuane of common shares | - | - | 696,475 | 696 | 22,442,105 | 22,443 | (22,443 | ) | 696 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividend | (382 | ) | (382 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the quarter end October 31,2021 | (5,124,212 | ) | 311 | (5,123,901 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances October 31, 2021 | 125 | $ | 12,500 | - | $ | - | 3,146,969 | $ | 3,160 | 782,411 | $ | 782 | 12,205,353 | $ | 12,205 | 22,442,105 | $ | 22,443 | $ | 51,507,118 | $ | (69,738,042 | ) | $ | 987,648 | $ | (17,192,186 | ) | ||||||||||||||||||||||||||||||||||||
| Balance April 30, 2020 | 125 | $ | 12,500 | - | $ | - | 4,005 | $ | 4,005 | 1,132 | $ | 1,132 | 6,270,929 | $ | 627,093 | 84,786,511 | $ | 84,787 | $ | 49,406,954 | (62,702,339 | ) | $ | 974,251 | (11,591,617 | ) | ||||||||||||||||||||||||||||||||||||||
| Sale of preferred stock | - | - | 140 | 140 | - | 69,860 | 70,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock | 133,333 | 13,333 | 6,667 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | 464,718 | 464,718 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for settlement of accounts payable | 311 | 311 | 311,067 | 311,378 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option issued for settlement of accounts payable | 156,947 | 156,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of subsidiary preferred | 51 | 51 | (40 | ) | (11 | ) | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividend | (191 | ) | (191 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | (2,216,867 | ) | 1,972 | (2,214,895 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance July 31, 2020 | 125 | $ | 12,500 | - | $ | - | 4,145 | $ | 4,145 | 1,494 | $ | 1,494 | 6,404,262 | $ | 640,426 | 84,786,511 | $ | 84,787 | $ | 50,416,173 | $ | (64,919,397 | ) | $ | 976,212 | $ | (12,783,660 | ) | ||||||||||||||||||||||||||||||||||||
| Beginning balance | 125 | $ | 12,500 | - | $ | - | 4,145 | $ | 4,145 | 1,494 | $ | 1,494 | 6,404,262 | $ | 640,426 | 84,786,511 | $ | 84,787 | $ | 50,416,173 | $ | (64,919,397 | ) | $ | 976,212 | $ | (12,783,660 | ) | ||||||||||||||||||||||||||||||||||||
| Sale of preferred stocks | - | - | 10 | 10 | 102 | 102 | 112 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of subsidairy preferred | 66,700,000 | 66,700 | (38,098 | ) | 2,163 | 30,765 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividends | 23,333,000 | 23,333 | 23,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the quarter end October 31, 2021 | (165,227 | ) | (7,895 | ) | (173,122 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | (165,227 | ) | (7,895 | ) | (173,122 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance October 31, 2020 | 125 | $ | 12,500 | - | $ | - | 4,155 | $ | 4,155 | 1,596 | $ | 1,596 | 73,104,262 | $ | 707,126 | 108,119,511 | $ | 108,120 | $ | 50,378,075 | $ | (65,082,461 | ) | $ | 968,317 | $ | (12,902,572 | ) | ||||||||||||||||||||||||||||||||||||
| Ending balance | 125 | $ | 12,500 | - | $ | - | 4,155 | $ | 4,155 | 1,596 | $ | 1,596 | 73,104,262 | $ | 707,126 | 108,119,511 | $ | 108,120 | $ | 50,378,075 | $ | (65,082,461 | ) | $ | 968,317 | $ | (12,902,572 | ) | ||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 5 |
SPARTA COMMERCIAL SERVICES, INC.
FOR THE THREE AND SIX MONTHS ENDED JULYOCTOBER 31, 20162021 AND 2015
(UNAUDITED)
| Three Months Ended | ||||||||
| July 31, | ||||||||
| 2016 | 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (1,187,464 | ) | $ | (1,623,845 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 618 | 1,057 | ||||||
| Loss from change in fair value of derivative liabilities | 258,064 | 75,465 | ||||||
| Amortization of debt discount | 200,374 | 712,477 | ||||||
| Non-cash financing cost | 248,591 | - | ||||||
| Equity based compensation | - | 82,115 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | 330 | (24,574 | ) | |||||
| Other assets | (26,250 | ) | (33,961 | ) | ||||
| Accounts payable and accrued expenses | 245,674 | 125,486 | ||||||
| Deferred revenue | (585 | ) | - | |||||
| Net cash used in operating activities | (260,648 | ) | (685,780 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of common stock | - | 20,000 | ||||||
| Proceeds from sale of subsidiary preferred stock | 50,000 | - | ||||||
| Proceeds from notes payable | 182,000 | 946,400 | ||||||
| Payments on notes payable | (22,000 | ) | (320,500 | ) | ||||
| Proceeds from related party notes | 23,000 | 80,000 | ||||||
| Net cash provided by financing activities | 233,000 | 725,900 | ||||||
| Cash flows from discontinued operations: | ||||||||
| Cash used in operating activities of discontinued operations | (2,590 | ) | (1,832 | ) | ||||
| Net cash used in discontinued operation activities | (2,590 | ) | (1,832 | ) | ||||
| Net (decrease) increase in cash and cash equivalents | $ | (30,238 | ) | $ | 38,288 | |||
| Cash and cash equivalents, beginning of period | $ | 33,697 | $ | 14,034 | ||||
| Cash and cash equivalents , end of period | $ | 3,459 | $ | 52,322 | ||||
Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | 6,741 | $ | 600 | ||||
| Income taxes | $ | - | $ | - | ||||
| 2021 | 2020 | |||||||
| Six Months Ended October 31, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (loss) | $ | (4,744,410 | ) | $ | (2,380,122 | ) | ||
| Adjustments to reconcile net loss to net cash used in | ||||||||
| operating activities: | ||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation | 25,000 | 464,718 | ||||||
| Gain from change in fair value of derivative liabilities | 4,168,072 | 1,310,307 | ||||||
| Amortization of debt discount | 40,000 | - | ||||||
| Non-cash financing cost | 180,750 | 295,729 | ||||||
| Forgiveness of debt /adjustments | (147,314 | ) | (63,053 | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (1,889 | ) | (17,302 | ) | ||||
| Inventory | 3,324 | (4,594 | ) | |||||
| Other assets | (4,580 | ) | (20,827 | ) | ||||
| Accounts payable and accrued expenses | 414,498 | 346,763 | ||||||
| Deferred revenue | (798 | ) | (2,874 | ) | ||||
| Net cash from (used) operating activities | (67,347 | ) | (71,255 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of equipment | - | - | ||||||
| Net cash (used in) investing activities | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Bank overdraft | 14,368 | 17,602 | ||||||
| Proceeds from sale of stock | 70,000 | 90,000 | ||||||
| Proceeds from notes payable | - | 130,944 | ||||||
| Payments on notes payable | (15,000 | ) | (500 | ) | ||||
| Proceeds from related party notes | - | 18,097 | ||||||
| Proceeds from PPP Loan | 120,944 | |||||||
| Payments on related party notes | - | (305,832 | ) | |||||
| Net cash provided by financing activities | 69,368 | 71,255 | ||||||
| Cash flows from discontinued operations: | ||||||||
| Cash used in operating activities of discontinued operations | - | - | ||||||
| Net cash flow from discontinued operation | - | - | ||||||
| Net (decrease) increase in cash | $ | 2,021 | $ | - | ||||
| Cash and cash equivalents, beginning of period | $ | 396 | - | |||||
| Cash and cash equivalents , end of period | $ | 2,417 | $ | - | ||||
| Cash paid for: | ||||||||
| Interest | $ | - | ||||||
| Income taxes | $ | - | $ | - | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 6 |
SPARTA COMMERCIAL SERVICES, INC.
OCTOBER 31, 2016
(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
Sparta Commercial Services, Inc. ("(“Sparta," "we," "us,"” “we,” “us,” or the "Company"“Company”) is a Nevada corporation servingwith headquarters in New York City, www.spartacommercial.com. We are a multi-disciplined parent corporation operating across three markets. Sparta is a technology company that develops, marketsbusiness sectors – Financial Services, E-Commerce & Mobile Technology, and manages business mobile application (mobile apps) for smartphonesHealth and tablets. The Company also owns and manages websites which sell on-demand motorcycle, recreational vehicle, power-sport vehicle and truck title history reports for consumers, retail dealers, auction houses, insurance companies and banks/finance companies. Notwithstanding our discontinuance of consumer financing, we continue to offer, on a pass through basis, an equipment-leasing product for local and state agencies throughout the country seeking a better and more economical way to finance their essential equipment needs, including police motorcycles and cruisers, buses and EMS equipment.
Sparta’s roots are in the Powersports industryindustry. Notwithstanding the discontinuance of our initial focus on consumer loans and our original focus was providing consumer and municipal financingleases, in 2007, the Company had introduced a new initiative, Municipal Financing, (www.spartamunicipal.com). Sparta’s Municipal Finance program is also available to all nonprofit organizations which adhere to IRS guidelines, including 501(c)3 of the powersports, recreational vehicle, and automobile industries (see Discontinued Operations). Presently, through ourInternal Revenue Code.
Vehicle History Reports are a staple of Sparta’s E-Commerce Technology subsidiary iMobile Solutions, Inc. ("IMS"), we offer mobile application development, sales, marketingWhether a vehicle is intended for business or recreational use, Sparta’s Vehicle History Reports are highly regarded for accuracy and support,completeness and Vehicle Title History Reports.
The Company’s E-Commerce and Mobile Technology subsidiary name change to iMobile Solutions, Inc., from Specialty Reports, Inc., in 2017, signifies its ever-broadening service offerings in the evolving technology landscape. Under 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 in the achievement of their marketing goals. The Company also designs, launches, maintains and hosts websites for businesses.
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 totaling 31 products. We procured premium, domestic-grade, full-spectrum, broad-spectrum, and THC free hemp, created product packaging and labeling, and implemented fulfillment to launch an online B to C website: www.newworldhealthcbd.com on December 21, 2019. To ensure the safety and quality of our products, all CBD product offerings are exclusively sourced, manufactured and tested at highly accredited testing facilities in the United States and adhere to strict U.S standards and guidelines.
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 dietary supplements, including vitamins and minerals, such as, Zinc, Magnesium, Boron, Iodine, Beetroot Extract, Selenium, Vitamin B Complex, Vitamin C and PQQ. 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.
| 7 |
Sparta’s newest subsidiary, Sparta Crypto, Inc., was established September 25, 2020 and is in the process of completing a proprietary platform designed for consumers, retail dealers, auction houses, insurance companiesto connect users of widely adopted digital currencies with sellers of various goods and banks/finance companies.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements as of JulyOctober 31, 20162021 and for the three monthand six months periods ended JulyOctober 31, 20162021 and 20152020 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, 20162021 as disclosed in the Company'sCompany’s Form 10-K for that year as filed with the Securities and Exchange Commission. The results of operations for the three months ended JulyOctober 31, 20162021 are not necessarily indicative of the results to be expected for any other interim period or the full year ending April 30, 2017.
The condensed consolidated balance sheet as of April 30, 20162021 contained herein has been derived from the audited consolidated financial statements as of April 30, 2016,2021, but do not include all disclosures required by the U.S. GAAP.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority owned subsidiary.subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. The third partythird-party ownership of the Company'sCompany’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 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 reported period. Accordingly, actual results could differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of property and equipment, beneficial conversion feature of convertible notes payable, deferred income tax asset valuation allowances, and valuation of derivative liabilities
Revenue Recognition
During the secondfirst quarter of fiscal 20132018, the Company's BoardCompany 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 have an impact in our consolidated financial statements, other than the enhancement of Directors approved management's recommendation to discontinue the Company's consumer lease and loan lines of business and the sale of the Company's entire portfolio of performing RISCs, and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company's consolidated balance sheets for all periods presented. The operating resultsour disclosures related to these lines of business have been included in discontinued operations in the Company's consolidated statements of operations for all periods presented.
Revenues from mobile app products and New World Health 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.
| 8 |
Cash Equivalents
For the purpose of the accompanying unaudited condensed consolidated financial statements, all highly liquid investments with aan original maturity of three months or less are considered to be cash equivalents.
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"820”)." ” ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets 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 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. |
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not always be available.
Income Taxes
We utilize ASC 740 "Income Taxes"“Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been 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 tax position in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense.
We account for our stock basedstock-based compensation under ASC 718 “Compensation“Compensation – Stock Compensation”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 and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
| 9 |
We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date 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, consist of products available for sale and 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 in excess of the FDIC insurance limit.
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.
As of October 31, 20162021 and 2015, 1,928,823,9822020, million shares potential shares (including 9,605,000 and shares to be issued included on the balance sheet) and 202,900,000 potential shares (including 2,275,638 shares to be issued included on the balance sheet), respectively, were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of JulyOctober 31, 20162021 and April 30, 2016,2021, which consist of convertible instruments and rights to shares of the Company'sCompany’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.
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for "Accounting“Accounting for Derivative Instruments and Hedging Activities"Activities”.
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“Accounting for Convertible Securities with Beneficial Conversion Features",” as those professional standards pertain to "Certain“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 upon 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. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. 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 fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity'sentity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.
| 10 |
Reclassifications
Certain reclassifications have been made to conform to prior periods'periods’ data to the current presentation. These reclassifications had no effect on reported losses.
Recent Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (Topic 842) “Leases.” Topic 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, “Leases.” Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. The Company adopted Topic 842 effective May 1, 2019 using a modified retrospective method and will not restate comparative periods. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, we have not determined whether implementation of such proposed standards would be material to our unaudited condensed consolidated financial statements.
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 JulyOctober 31, 2016,2021, the Company had an accumulated deficit of $55,952,313 $69,738,042 and a working capital deficit (total current liabilities exceeded total current assets) of $8,641,627.$16,778,411. The Company'sCompany’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'sCompany’s ability to continue as a going concern for a reasonable period of time.
The Company'sCompany’s existence is dependent upon management'smanagement’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'sCompany’s efforts will be successful. No assurance can be given that management'smanagement’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'sCompany’s liquidity, the Company'sCompany’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.
NOTE C – DISCONTINUED OPERATIONS
| Three Months Ended | ||||||||
| July 31, | July 31, | |||||||
| 2016 | 2015 | |||||||
| Revenues | $ | 7,209 | $ | 18,416 | ||||
| Net loss | $ | (10,964 | ) | $ | (12,548 | ) | ||
| July 31, | April 30, | |||||||
| 2016 | 2016 | |||||||
| Secured, subordinated individual lender | $ | - | $ | 2,590 | ||||
| Secured, subordinated individual lender | 12,080 | 12,080 | ||||||
| Total | $ | 12,080 | $ | 14,670 | ||||
The Company has outstanding numerous notes payable to various parties. The notes bear interest at rates of 5%5% - 20%20% per year and are summarized as follows:
SCHEDULE OF NOTES PAYABLE
| Notes Payable | October 31, 2021 | April 30, 2021 | ||||||
| Notes convertible at holder’s option | $ | 2,980,848 | $ | 2,522,925 | ||||
| Notes convertible at Company’s option | 335,700 | 335,700 | ||||||
| Non-convertible notes payable | 1,891,036 | 1,821,650 | ||||||
| Subtotal | 5,207,584 | 4,680,275 | ||||||
| Debt discount | - | |||||||
| Total | $ | 5,207,584 | $ | 4,680,275 | ||||
| 11 |
| Notes Payable | July 31, 2016 | April 30, 2016 | ||||||
| Notes convertible at holder's option | $ | 2,716,568 | $ | 2,625,105 | ||||
| Notes convertible at Company's option | 225,000 | 225,000 | ||||||
| Non-convertible notes payable | 1,265,500 | 1,197,500 | ||||||
| Subtotal | 4,207,068 | 4,047,605 | ||||||
| Less debt discount | (448,511 | ) | (556,885 | ) | ||||
| Total | 3,758,557 | 3,490,720 | ||||||
| Less: Current portion of notes payable | (3,648,474 | ) | (3,394,033 | ) | ||||
| Long-term portion of notes payable | $ | 110,083 | $ | 96,687 | ||||
| Year ending April 30, | Amount | |||
| 2018 | $ | 398,500 | ||
Certain of the 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'sCompany’s common stock, at discounts of 30%30% - 48%48% to market value. At July 31, 2016 the Company has reserved 266,334,875 shares of its common stock for issuance upon the conversion of debentures.
The Company'sCompany’s derivative financial instruments consist of embedded derivatives related to the outstanding short term Convertible Notes Payable. These embedded derivatives include certain conversion features indexed to the Company'sCompany’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'sEntity’s Own Equity ("(“ASC 815-40"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 inclusive of 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 derivatives is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income.
The change in fair value of the derivative liabilities at JulyOctober 31, 20162021 was calculated with the following average assumptions, using a Black-Scholes option pricing model are as follows:
SCHEDULE OF DERIVATIVE LIABILITIES ASSUMPTIONS USING BLACK-SCHOLES OPTION
| Significant Assumptions: | |||||
| Risk free interest rate | Ranging from | % | |||
| Expected stock price volatility | Ranging from | % | |||
| Expected dividend payout | |||||
| Expected life in years | Ranging from | 0.25 | |
The change in fair value of the derivative liabilities of convertible notes outstanding at July 31, 2015April 30, 2021 was calculated with the following average assumptions, using a Black-Scholes option-pricing model are as follows:
| Significant Assumptions: | |||||
| Risk free interest rate | Ranging from | 1.83% to | % | ||
| Expected stock price volatility | % | ||||
| Expected dividend payout | 0% | ||||
| Expected life in years | Ranging from | 0.25 year to 2.0 years |
During the threesix months ended JulyOctober 31, 20162021 and 2015,2020, the Company recorded expensea net loss of $258,064$4,592,044 and $75,465,$2,386,247, respectively, related to the mainly due to change in value of the derivative liabilities.
Changes in derivative liability during the threesix months ended JulyOctober 31, 20162021 and 20152020 were:
SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES
| 2021 | 2020 | |||||||
| October 31, | ||||||||
| 2021 | 2020 | |||||||
| Balance, beginning of year | $ | 3,446,738 | $ | 2,802,125 | ||||
| Derivative liability extinguished | (1,297,041 | ) | - | |||||
| Derivative financial liability arising on the issuance of convertible notes and warrants | 140,014 | |||||||
| Fair value adjustments | 4,928,138 | 1,310,307 | ||||||
| Balance, end of period | $ | 7,077,836 | $ | 4,255,446 | ||||
| 12 |
| July 31, | ||||||||
| 2016 | 2015 | |||||||
| Balance, beginning of year | $ | 2,170,976 | $ | 1,605,535 | ||||
| Derivative liability extinguished | (100,593 | ) | (477,540 | ) | ||||
| Derivative financial liability arising on the issuance of convertible notes | 275,300 | 823,201 | ||||||
| Fair value adjustments | 258,064 | 75,465 | ||||||
| Balance, end of period | $ | 2,603,747 | $ | 2,026,661 | ||||
NOTE ED – LOANS PAYABLE TO RELATED PARTIES
As of JulyOctober 31, 20162021, and April 30, 2016,2021, aggregated loans and notes payable, without demand and with no interest, to officers and directors were $418,853$432,403 and $395,853,$432,403, respectively.
NOTE F
Preferred Stock
The Company is authorized to issue shares of preferred stock with $0.001$ par value per share, of which shares have been designated as Series A convertible preferred stock with a $100$ stated value per share, share; shares have been designated as Series B Preferred Stock with a $10,000$10,000 per share liquidation value, and 200,000value; shares have been designated as Series C Preferred Stock with a $10$10 per share liquidation value, and shares have been designated as Series D Preferred Stock with a $1 per share liquidation value.
During the six months ended October 31, 2021, the Company:
Converted preferred shares D and preferred shares C for a total of common shares valued at $253,442.
Converted preferred shares D and shares C for a total of common shares valued at $148,503.
Issued common shares valued at $3,900.
During the six months ended October 31, 2020, the Company:
Sold Units Series C Convertible Preferred stock for $70,000. Each Unit consists of 1 share of Series C Preferred stock (convertible at any time into 300 shares of the Company’s common stock) and 150two year Warrants to purchase one share of the Company’s common stock at $ per share.
Issued Units Series D Convertible Preferred stock in settlement of $311,378 in accounts payable. Each Unit consists of 1 share of Series D Preferred stock (convertible at any time into 400 shares of the Company’s common stock) and 150two year Warrants to purchase one share of the Company’s common stock at $ per share.
Issued Units Series D Convertible Preferred stock upon conversion of $51,000 of the Company’s subsidiary’ preferred stock. Each Unit consists of 1 share of Series D Preferred stock (convertible at any time into 400 shares of the Company’s common stock) and 150two year Warrants to purchase one share of the Company’s common stock at $ per share.
Common Stock
The Company is authorized to issue 750,000,000 had and shares of common stock with $0.001 par value per share. The Company had 125 shares of Series A preferred(after stock split effect) issued and outstanding as of JulyOctober 31, 20162021 and April 30, 2016.2021, respectively. The Company had no shares (after stock split effect) of Series B preferred stockcommon classified as to be issued and outstanding as of Julyat October 31 2016 and April 30, 2016. The Company had no shares of Series C preferred stock issued and outstanding as of July 31, 2016 and April 30, 2016. The Company had 483,665,125 and 419,912,451 shares of common stock issued and outstanding as of July 31, 2016 and April 30, 2016, respectively.
During the three months ended JulyOctober 31, 2016,2021, the Company issued 63,752,674 Company:
Sold to four accredited investors shares of common stock valued at $166,610, upon the conversionfor cash of $66,016 of note principal$70,000 and notes payable and accrued interest.
During the three months ended JulyOctober 31, 2015,2020, the Company expensed $82,115Company:
Sold Units Series C Convertible Preferred stock for non-cash charges related$70,000. Each Unit consists of 1 share of Series C Preferred stock (convertible at any time into 3 shares of the Company’s common stock) and 1.5two-year Warrants to purchase one share of the Company’s common stock at $ per share.
Issued Units Series D Convertible Preferred stock in settlement of $311,378 in accounts payable. Each Unit consists of 1 share of Series D Preferred stock (convertible at any time into 4 shares of the Company’s common stock)and option compensation expense.
Issued Units Series D Convertible Preferred stock upon conversion of $51,000 of the Company:
NOTE GF – FAIR VALUE MEASUREMENTS
The Company follows the guidance established pursuant 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 that would be 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.
| 13 |
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 JulyOctober 31, 2016:
| Fair Value Measurement Using | ||||||||||||||||
Fair Value at July 31, 2016 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liabilities | $ | 2,603,747 | - | - | $ | 2,603,747 | ||||||||||
SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES
| Fair Value at | Fair Value Measurement Using | |||||||||||||||
| October 31, 2021 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liabilities | $ | 7,077,836 | - | - | $ | 7,077,836 | ||||||||||
Fair values of financial liabilities as of April 30, 20162021 are as follows:
| 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 at | Fair Value Measurement Using | |||||||||||||||
| April 30, 2021 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liabilities | $ | 3,446,738 | - | - | $ | 3,446,738 | ||||||||||
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 which incorporate theThe Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC Topic 825 "The“The Fair Value Option for Financial Issuances"Issuances”.
NOTE HG – NON-CASH INVESTING AND FINANCING INFORMATION
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carry forwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.
In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision.
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 lease expiringsub-lease which expired on July 30, 2017.October 31, 2019 and continues on a month-to-month basis thereafter. The monthly base rent is $8,750.
Rent expense was $51,234$16,200 and $57,457$16,200 for the three monththee-months periods ended JulyOctober 31, 20162021 and 2015,2020, respectively.
| 14 |
Litigation
The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Sparta can make no representations about the potential outcome of such proceedings.
As of JulyOctober 31, 2016,2021, we were not a party to any material pending legal proceeding except as stated below. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.
The Company has received noticenotices dated April 1, 2016, May 13, 2016 and July 22, 2016 from two lenders claiming defaults relating to conversion requests of $8,365$8,365 principal and $643$643 interest and $5,000$5,000 principal, with regard to notes in the total amounts of $55,125$55,125 and $27,500,$27,500, respectively, which the Company has refused to process and believes it has defenses in that regard. The company believes these claims are contingent, unliquidated and disputed. There can be no assurance that the Company would prevail should litigation with regard to any of these requests occur. These liabilities have been recorded in the unaudited condensed consolidated financial statements.
On October 26, 2018, a lender commenced an action in the Supreme Court of the State of New York in New York County alleging damages from unpaid principal and interest, attorney’s fees, costs, and expenses arising from a promissory note dated February 26, 2015, in the amount of $50,000.00. All discovery has been completed. A motion for summary judgment and cross motion to dismiss were fully submitted on September 15, 2021. At this time, the motions remain submitted and we are awaiting a decision from the court. The Company believes the claim is contingent, unliquidated, and disputed.
NOTE H – SUBSEQUENT EVENTS
The Company has evaluated subsequent events for recognition and disclosure December 15, 2021 which is the date the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures.
| 15 |
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, 20162021 as disclosed in our annual report on Form 10-K for that year as filed with the SEC.
“Forward-Looking” Information
This report on Form 10-Q contains certainvarious 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 expected growth.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 or future events or performance are not historical facts and may be forward-looking. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” and other similar expressions can, but 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 regarding these events and our knowledge of facts at the time the statements are made. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors.
General Overview
Sparta Commercial Services, Inc. ("(“Sparta," "we," "us,"” “we,” “us,” or the "Company"“Company”) is a Nevada corporation servingwith headquarters in New York City, www.spartacommercial.com. We are a multi-disciplined parent corporation operating across three markets. Sparta is a technology company that develops, marketsbusiness sectors – Financial Services, E-Commerce & Mobile Technology, and manages business mobile applications (mobile apps) for smartphonesHealth and tablets. The Company also ownsWellness, (www.spartacommercial.com).
Sparta’s roots are in the Powersports industry. Notwithstanding the discontinuance of our initial focus on consumer loans and manages websites which sell on-demand motorcycle, recreational vehicle, power-sport vehicle and truck title history reports for consumers, retail dealers, auction houses, insurance companies and banks/finance companies. Lastly, sinceleases, in 2007, Sparta has administered leasing programs for local and/or state agencies seeking to finance municipal vehicles and equipment.
Vehicle History Reports are a staple of its majority-ownedSparta’s E-Commerce Technology subsidiary Specialty Reports, Inc., to iMobile Solutions, Inc. The new name reflects the Company’s strategic evolutionWhether a vehicle is intended for business or recreational use, Sparta’s Vehicle History Reports are highly regarded for accuracy and focuscompleteness 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 on the fast-growing mobile application market.
| 16 |
The Company’s E-Commerce and Mobile Technology subsidiary name change to iMobile Solutions, Inc., from Specialty Reports, Inc., in 2017, signifies its ever-broadening service offerings in the evolving technology landscape. Under 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 in the achievement of their marketing goals. Our ever-broadening business base of mobile application 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. We provide specific, tailored action plans for our clients’ websites that include services such as eCommerce, CRM (Customer Relationship Management) development and integration, ordering system creation and integration, SEO (search engine optimization), social media marketing, and online reviews to improve their presence online. 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 also administerscreated 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: www.newworldhealthcbd.com on December 21, 2019. Our CBD products are available in full spectrum, broad spectrum and non-detectable below the legal limit of .3 THC (ND-THC) and come in capsules, oils, tablets, gel caps, tinctures, salves, creams, lotions, as well as pet tinctures. We remain watchful of consumer needs, adjusting our product line offerings either by adding new products, adjusting the potency levels of existing products or discontinuing still others, as warranted. To ensure the safety and quality of our products, all CBD product offerings are exclusively sourced, manufactured and tested at highly accredited testing facilities in the United States and adhere to strict U.S standards and guidelines. Because of our high standards, in-depth quality testing and label transparency, consumers know they can trust us.
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 Municipal Leasing Program for local and/or state agencies throughoutresult, 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 dietary supplements, including vitamins and minerals, such as, Zinc, Magnesium, Boron, Iodine, Beetroot Extract, Selenium, Vitamin B Complex, Vitamin C and PQQ. To ensure the country whosafety and quality of our products, all health and wellness offerings are seekingexclusively 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 bettertrusted brand.
Sparta’s newest subsidiary, Sparta Crypto, Inc., was established September 25, 2020 and more economical wayis in the process of completing a proprietary platform designed to finance their essential equipment needs, including police motorcycles, cruisers, buses,connect users of widely adopted digital currencies with sellers of various goods and EMS equipment. We are continuing to expand our roster of equipment manufacturersservices. The platform has not launched and the typesCompany 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, which is functional and expected to formally launch in the first quarter of equipment we lease.
RESULTS OF OPERATIONS
Comparison of the Threesix Months Ended JulyOctober 31, 2016 to the Three Months Ended July 31, 2015
For the threesix months ended JulyOctober 31, 20162021, and 2015,2020, we have generated limited sales revenues, have incurred significant expenses,Net losses of $4,744,143 and have sustained significant losses.
Revenues
Revenues totaled $161,447$126,383 during the threesix months ended JulyOctober 31, 20162021, as compared to $167,223$141,554 during the threesix months ended JulyOctober 31, 2015,2020, a decrease of $5,776$15,922 or 3.5%11%, primarily due to revenues from our Information Technology products declined by $22,982 or 17% offset by slight increase in our New World health revenues $7,811 or 74%. Revenues from continuing operationsOur New World Health Brands continue to have positive results compared to the previous period primarily due to management efforts in both periods were frommarketing and promoting the sale of vehicle history reports, mobile apps and monthly mobile app service fees. Other income in the 2015 three month period was comprised primarily of municipal lease fee income.products.
| 17 |
Cost of Revenue
Cost of revenue consists of costs and fees incurred to third parties to construct and maintain mobile apps, as well as fees for subscription services related to vehicle history reports.reports and cost of goods purchased for New World Health Brand products. Cost of revenue was $14,486$23,293 during the threesix months ended JulyOctober 31, 20162021, as compared to $44,146$45,734 during the threesix months ended JulyOctober 31, 2015.2020. This $29,660 or 67.2% decrease$22,441or 49% decline was due to a decrease in third party costs incurred.
Operating Expenses
General and administrative expenses were $507,615$506,737 during the threesix months ended JulyOctober 31, 2016,2021, compared to $763,050$933,709 during the threesix months ended JulyOctober 31, 2016,2020, a decrease of $255,435$488,652 or 33.5%46%, primarily due to overall reductionsthe non-cash Black Scholes $464,718 valuation of options issued to management and directors in expense due to management’s efforts to reduce overhead. the previous period.
Expenses incurred during the current three monthsix months period consisted primarily of the following expenses: Compensation and related costs, $263,673; Accounting, audit and professional fees, $34,356; Consulting fees, $89,588; and Rent, utilities and telecommunication expenses $64,741. Expenses incurred during the comparative three month period in 2015 consisted primarily of the following expenses: Compensation and related costs, $350,184; Accounting, audit and professional fees, $161,555; Consulting fees, $74,500; Rent, utilities and telecommunication expenses $72,617; and Stock and option based compensation, $68,490.
| October 31, 2021 | October 31, 2020 | |||||||
| Compensation, option and related cost | 299,692 | 594,763 | ||||||
| Accounting, audit and professional fees | 38,119 | 52,620 | ||||||
| Consulting Fees | 44,500 | 12,580 | ||||||
| Rent and Utilities | 43,158 | 21,447 | ||||||
| General office expenses | 81,268 | 32,266 | ||||||
| 506,737 | 713,676 | |||||||
Other (income) expense
Other (income) expense is comprised primarily of interest and financing costs $180,750 and expense related to the net change in fair value of our derivative liabilities. Net other expense was $815,228liabilities $4,016,355 for the threesix months ended JulyOctober 31, 2016,2021, compared to $970,267net other loss of $2,380,122 for the threesix months ended JulyOctober 31, 2015, a decrease of $155,039 or 16.0%.2020. The decrease results were primarily from our borrowing activities and the related costs. The change in the fair value of our derivative liabilities resulted primarily from our borrowing activities and the changes in our stock price and the volatility of our common stock during the reported periods.
| Three Month Periods Ended | ||||||||
| July 31, | July 31, | |||||||
| 2016 | 2015 | |||||||
| Revenues | $ | 7,209 | $ | 18,416 | ||||
| Net loss | $ | (10,964 | ) | $ | (12,548 | ) | ||
Net loss
Our net loss attributable to common stockholders for the threesix months ended JulyOctober 31, 2016 decreased by $434,281 or 26.7%2021, $4,592,044 compared to $1,194,019 from a loss of $1,628,300 for the three months ended July 31, 2015. This decrease in net loss attributable to common stockholders for the three months ended July 31, 2016 was$2,386,247 primarily due to loss in valuation of derivative liabilities incurred as of October 31, 2021 of $4,016,355 while in the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of JulyOctober 31, 2016,2021, we had an accumulated deficit of $55,952,313$69,585,943 and a total deficitnet loss for the six months of $9,060,707.$4,592,044. We generated a deficit in cash flow from operations of $260,648$67,347 for the threesix months ended JulyOctober 31, 2016.2021. This deficit results primarily from our net loss of $1,187,464, partially$4,744,410, offset by noncash expense of $707,647$25,000, amortization of debt discount $40,000, non-cash financing cost $180,750 and loss in fair value valuation of derivative liabilities $4,168,072 and an increase of $245,674$414,062 in accounts payables and accrued expenses, and an increase in other assets of $26,250.
We met our cash requirements during the period through proceeds from the issuancessale of convertiblestock $70,000 and other notes of $182,000, and we sold preferred stock of our subsidiary for proceeds of $50,000, we repaid notes in the amount of $22,000. We also received proceeds on a note payable to a related party in the amount of $23,000. Cash flows from discontinued operations included cash used by operating activities of $2,590.
We do not anticipate incurring significant research and development expenditures, and we do not anticipate the sale or acquisition of any significant property, plant or equipment, during the next twelve months. At JulyOctober 31, 2016,2021, we had 116 full time employees. If we fully implement our business plan, we anticipate our employment base may increase during the next twelve months. As we continue to expand, we will incur additional cost for personnel. This potential increase in personnel is dependent upon our generating increased revenues and obtaining sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the potential increase in the number of employees.
While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and potential future cash flow deficits from operations.
| 18 |
We continue to seek additional financing, which may be in the form of senior debt, subordinated debt or equity. We currently have no commitments for financing that aren’tare not at the investor’s election. There is no guarantee that we will be successful in raising the funds required to support our operations.
We estimate that we will need approximately $1,500,000$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 and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common or preferred stock. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. However, if we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition, and we will have to 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 there are no seasonal aspects that would have a material effect on our financial condition or results of operations.
GOING CONCERN ISSUES
The independent auditors report on our April 30, 2016 and 2015 consolidated financial statements included in the Company’s Annual Report states that the Company’s historical losses and the lack of revenues raise substantial doubts about the Company’s ability to continue as a going concern, due to the losses incurred and its lack of significant operations.concern. If we are unable to develop our business, we have to discontinue operations or cease to exist, which would be detrimental to the value of the Company’s common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.
In order 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 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 substantially all of our efforts to developing our business and raising capital. Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.
The primary issues management will focus on in the immediate future to address this matter include: seeking additional credit facilities from institutional lenders; seeking 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 significant impact on future operations.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not maintain off-balance sheet arrangements, nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.
| 19 |
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 on various other assumptions, we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our financial statements, we believe the following critical accounting policy involves the most complex, difficult and subjective estimates and judgments.
Revenue Recognition
Information Technology:
During the first quarter of 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the cumulative-effect method. The Company recognizesnew standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the following criteriaconsideration to which the entity expects to be entitled in exchange for those goods or services. The adoption did not have been met: persuasive evidencean impact in our consolidated financial statements, other than the enhancement of an arrangement exists, no significant Company obligations remain, collection of theour disclosures related receivable is reasonably assured, and the fees are fixed or determinable.to our revenue-generating activities. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions.
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 (“NWHB”):
Revenues from NWHB products are generally recognized upon delivery.
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 date of grant 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 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 a number of highly complex and subjective variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, and certain other market variables such as the risk freerisk-free interest rate.
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting“Accounting for Derivative Instruments and Hedging Activities”Activities” (“ASC 815-40”).
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“Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain“Certain Convertible Instruments.Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon 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. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. 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 fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.
| 20 |
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of JulyOctober 31, 20162021 and April 30, 2016,2021, which consist of convertible instruments and rights to shares of the Company'sCompany’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.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note A to the unaudited condensed consolidated financial statements for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on our unaudited condensed consolidated financial statements, which is incorporated herein by reference.
Not applicable.
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 time 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. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of JulyOctober 31, 2016.2021. 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 as of the end of the period covered by this report were not effective.
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 important enough to merit attention by those responsible for oversight of the company'scompany’s financial reporting. In our assessment of the effectiveness of internal control over financial reporting as of JulyOctober 31, 2016,2020, 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 not been able to take steps to improve our internal controls over financial. However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. Management is currently evaluating what steps can be taken in order to address these material weaknesses.
| 21 |
Accordingly, we concluded that 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 JulyOctober 31, 20162021 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In light of these significant deficiencies, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the threesix months ended JulyOctober 31, 20162021 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 JulyOctober 31, 20162021 are fairly stated, in all material respects, in accordance with U.S. GAAP.
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
PART II. OTHER INFORMATION
As at JulyOctober 31, 2016,2021, we were not a party to any material pending legal proceeding except as stated below. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.
The Company has received noticenotices dated April 1, 2016, May 13, 2016 and July 22, 2016 from two lenders claiming defaults relating to conversion requests of $8,365 principal and $643 interest and $5,000 principal, with regard to notes in the total amounts of $55,125 and $27,500, respectively, which the companyCompany has refused to process and believes it has defenses in that regard. The company believes these claims are contingent, unliquidated and disputed. There can be no assurance that the Company would prevail should litigation with regard to any of these requests occur. These liabilities have been recorded in the unaudited condensed consolidated financial statements.
On September 22, 2016, a motion for summary judgment in lieu of complaint was filed in the Supreme Court of The State of New York County of Kings, against the Company by a lender for the amount of $102,170.82 in principal and interest; accrued and unpaid interest thereupon in the amount from the date of filing to entry of judgment herein; lender’s reasonable attorney’s fees, costs, and expenses; and any such other relief as the Court deems just and proper. Plaintiff’s motion for summary judgment in lieu of complaint was denied on May 5, 2017. On August 22, 2018, Plaintiff brought a second motion seeking summary judgment on the issue of liability which was denied on March 14, 2019. The Court found that there existed issues of fact warranting a trial. The most recent appearance in this matter was 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 from the COVID-19 pandemic. The Company believes the claim is contingent, unliquidated and disputed. There is no assurance that the Company will prevail in this litigation. These liabilities have been recorded in the unaudited condensed consolidated financial statements.
On October 26, 2018, a lender commenced an action in the Supreme Court of the State of New York in New York County alleging damages from unpaid principal and interest, attorney’s fees, costs, and expenses arising from a promissory note dated February 26, 2015, in the amount of $50,000.00. All discovery has been completed. A motion for summary judgment and cross motion to dismiss were fully submitted on September 15, 2021. At this time, the motions remain submitted and we are awaiting a decision from the court. The Company believes the claim is contingent, unliquidated, and disputed.
We are subject to certain risks and uncertainties in our business operations including those which are described below. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known or which are currently deemed immaterial may also impair our business operations. A description of factors that could materially affect our business, financial condition or operating results were included in Item 1A “Risk Factors” of our Form 10-K for the year ended April 30, 2016, filed on August 26, 2016,2021, and is incorporated herein by reference.
| 22 |
Each of the issuance and sale of securities described below was deemed to be exempt from registration under the Securities Act in reliance on Section 4(2)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), and 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 threesix months ended JulyOctober 31, 20162021 the Company entered into convertible notes with an aggregate principal amount of $92,000. The notes bears interest at 8% per year and mature on various dates or have a maturity that is based on the outcome of certain legal proceedings. The notes are convertible into common stock at the note holder’s option at 60% of the applicable closing price of our common stock.
Sold to four accredited investors 1,134,697 shares of common stock upon the conversionfor cash of $51,500.56 principal amount 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.
None.
Not applicable.
The following exhibits are filed with this report:
| Exhibit No. | Description | |
| 31.1* | ||
| 31.2* | ||
| 32.1* | ||
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
*Filed herewith | ||
| 23 |
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: | By: | /s/ Anthony L. Havens |
| Anthony L. Havens, Chief Executive Officer, | ||
| Principal financial and accounting officer | ||
| 24 |