8-K 1 v037124_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2006 SPARTA COMMERCIAL SERVICES, INC. (Exact name of registrant as specified in its charter) Nevada 000- 09483 30-0298178 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification Number) 462 Seventh Avenue, 20th Floor, New York, NY 10018 (Address of principal executive offices) (zip code) (212) 239-2666 (Registrant's telephone number, including area code) Copies to: Gregory Sichenzia, Esq. Yoel Goldfeder, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. On January 13, 2006, we completed a private placement offering of 3,030,502 shares our common stock, par value $0.001 per share, to accredited investors for an aggregate purchase price of $590,948. The aforementioned securities were sold in reliance upon the exemption afforded by the provisions of Regulation D, as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. On February 28, 2006, we completed a private placement offering of 1,565,667 shares our common stock, par value $0.001 per share, to accredited investors for an aggregate purchase price of $305,305. The aforementioned securities were sold in reliance upon the exemption afforded by the provisions of Regulation D, as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. In addition, pursuant to the Subscription Agreement, we have granted the foregoing investors registration rights with respect to the shares of common stock purchased. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable. (B) PRO FORMA FINANCIAL INFORMATION. Not applicable. (C) EXHIBITS. EXHIBIT NUMBER DESCRIPTION -------------------------------------------------------------------------------- 10.1 Form of Subscription Agreement (Incorporated by reference to the exhibits to Registrants Form 8-K filed on January 4, 2006). 1 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPARTA COMMERCIAL SERVICES, INC. Dated: March 3, 2006 By: /s/ Anthony L. Havens ------------------------------------- Name: Anthony L. Havens Title: President 2