Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

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

For the quarterly period ended January 31, 2024

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

For the transition period from ________ to ___________.

Commission file number: 0-9483

SPARTA COMMERCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

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

555 Fifth Avenue, 14th Floor, New York, NY 10017

(Address of principal executive offices) (Zip Code)

(212) 239-2666

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

As of January 31, 2024, we had 26,141,023 shares of common stock issued and outstanding.

EXPLANATORY NOTE

This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the three months ended January 31, 2024 as originally filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2024 (the “Original Filing”). Rule 10-01(d) of Regulation S-X requires that interim financial statements included in quarterly reports on Form 10-Q be reviewed by an independent public accountant. The Company was unable to obtain a review by its independent public accountant of its financial statements before the Original Filing. Consequently, the consolidated financial statements in the Original Filing were not reviewed by an independent public accountant in accordance with Statement of Auditing Standards No. 100, Interim Financial Information (“SAS100”). The financial statements included herein have now been reviewed in accordance with SAS100 and the Company is filing this amended Form 10-Q/A.

Item 6 of Part II of this Amendment has been amended to include currently-dated certifications from our principal executive officer and principal financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101 provides the financial statements and related notes from the Filing formatted in XBRL (eXtensible Business Reporting Language).

This Form 10-Q/A continues to describe conditions as of the date of the Original Filing. This Form 10-Q/A does not reflect events occurring after the date of the Original Filing nor does it modify or update disclosures affected by subsequent events. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s Form 10-K for the fiscal year ended April 30, 2023.

SPARTA COMMERCIAL SERVICES, INC.

FORM 10-Q/A

FOR THE QUARTER ENDED January 31, 2024

TABLE OF CONTENTS

		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of January 31, 2024 (unaudited) and April 30, 2023	3
	Condensed Consolidated Statements of Operations for the nine months ended January 31, 2024, and 2023 (unaudited)	4
	Condensed Consolidated Statement of Changes in Deficit for the nine months ended January 31, 2024 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2024, and 2023 (unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II.	OTHER INFORMATION	25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

Signatures		27

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SPARTA COMMERCIAL SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JANUARY 31, 2024, AND APRIL 30, 2023

(Unaudited)

	January 31, 2024			April 30, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	5,417		$	4,028
Accounts receivable		2,890			-
Inventory		3,831			-
Other current assets		-			-
Total Current Assets		12,138			4,028
Property and equipment, net of accumulated depreciation and amortization of $213,262 and $213,262, respectively		-			-
Deposits - rent deposit		9,000			9,000
Total assets	$	21,138		$	13,028
LIABILITIES AND DEFICIT
Liabilities:
Current Liabilities
Bank overdraft	$	- -		$	54,410
Short Term Loan		1,585			1,585
Accounts payable and accrued expenses		1,587,488			1,698,457
Derivative liabilities		1,032,827			1,375,767
Current portion notes payable		7,151,809			6,694,245
Deferred revenue		-			-
Total Current Liabilities		9,773,709			9,824,464

Loans payable-related parties		615,537			435,753
Total Long Term Liabilities		615,537			435,753
Total liabilities	$	10,389,246		$	10,260,217
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 as of January 31, 2024 and April 30, 2023, respectively		12,500			12,500
Preferred stock C, 4,200,000 shares have been designated as Series C redeemable, convertible preferred, $0.001 par value, with a liquidation and redemption value of $1 per share, 1,919,157 and 1,979,157 shares issued and outstanding as of January 31, 2024 and April 30, 2023, respectively		1,919			1,979
Preferred stock D, 2,000,000 shares have been designated as Series D redeemable, convertible preferred, $0.001 par value, with a liquidation and redemption value of $1.00 per share, 400,877 and 937,701 shares issued and outstanding as of January 31, 2024 and April 30, 2023, respectively		401			938
Preferred stock, value		401			938
Common stock, $0.001 par value; 750,000,000 shares authorized, and 26,141,023 and 23,045,205 shares issued and outstanding, respectively		26,141			23,045
Common stock to be issued 25,417,133 and 23,704,788, respectively		26,322			23,705
Additional paid-in-capital		55,378,252			54,872,206
Accumulated deficit		(66,791,131	)		(66,150,857	)
Total deficiency in stockholders’ equity		(11,345,597	)		(11,216,484	)
Non-controlling interest		977,489			969,295
Total Deficit		(10,368,107	)		(10,247,189	)
Total Liabilities and Deficit	$	21,138		$	13,028

See accompanying notes to unaudited condensed consolidated financial statements.

SPARTA COMMERCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2024 AND 2023

(Unaudited)

	2024			2023			2024			2023
	For three months ended January						For nine months ended January
	2024			2023			2024			2023
Revenue
Information technology	$	30,071		$	60,120		$	128,142		$	173,559
New World Health Brands		6,665			3,550			23,291			15,483
Total Revenue		36,736			63,670			151,433			189,042
Less Cost of goods sold		8,010			9,142			31,069			31,987
Gross profit	$	28,725		$	54,528		$	120,363		$	157,055
Operating expenses:
Compensation and Related Cost		128,229			248,614			428,021			594,300
Consulting Fee		15,780			22,611			50,670			356,001
Rent and lease		18,000			17,100			54,000			49,700
Accounting and Legal		6,271			19,763			51,921			42,763
General and administrative		78,722			95,607			282,273			238,659
Research and Development		-			-			-			-
Total operating expenses		247,003			403,695		$	866,886		$	1,281,423
Loss from operations	$	(218,278	)	$	(349,167	)	$	(746,523	)	$	(1,124,368	)
Other Income ( expense)
Commission on municipal bonds	$	8,680		$	473		$	12,577		$	473
Financing cost		(149,517	)		2,305			(434,385	)		-
Write off convertible notes and bad debt		97,505			(324,970	)		158,294			625,064
Gain (loss) in changes in fair value of derivative liability		165,567			1,757,044			342,940			5,044,879
Total other (income) expense	$	122,235		$	1,434,852		$	79,426		$	5,670,416
Net income (loss)		(96,043	)		1,085,685			(667,097	)		4,546,048
Net profit attributable to minority shareholder		(3,514	)		(3,080	)		(8,195	)		(9,794	)
Preferred dividend		-						-			-
Net income (loss) attributed to common stockholders	$	(99,556	)	$	1,082,605		$	(675,291	)	$	4,536,254
Basic and diluted loss per share:
Loss from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders		-			-			-			-
Net loss attributable to Sparta Commercial Services, Inc. common stockholders	$	(0.004	)	$	(0.05	)	$	(0.037	)	$	0.25
Weighted average shares outstanding		25,432,999			19,686,822			18,074,511			18,074,511

See accompanying notes to unaudited condensed consolidated financial statements.

SPARTA COMMERCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER’S DEFICITS

FOR THE NINE MONTHS ENDED JANUARY 31, 2024 AND 2023


	Series A				Series C						Series D										Common Stock						Additional					Non
	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			Capital		Deficit			Interest		Total

Balance April 30, 2023		125	$	12,500		1,979,157		$	1,979			937,701		$	938			23,045,205	$	23,045		23,704,788		$	23,705		$	54,872,206	$	(66,150,857	)	$	969,295	$	(10,247,189	)
Issuance of Preferred and Common Stock for Cash																						1,133,000			1,133			103,867							105,000
Conversion of notes to common shares																		75,000		75								6,900							6,975
Issuance of common shares for cash																		830,906		831		(830,906	)		(831	)		69,169							69,169
Shares issued for services																																			-
Conversion of convertible notes																																			-
Preferred dividend																																			-
Net loss		-		-		-			-			-			-			-												(211,343	)		2,709		(208,643	)
Balance July 31, 2023		125		12,500		1,979,157			1,979			937,701			938			23,951,111		23,951		24,006,882			24,007			55,052,142		(66,362,200	)		972,004		(10,274,679	)
Issuance of Preferred and Common Stock for Cash																						988,000			988			64,012							65,000
Stocks issued as a note holder incentive																						54,000			54			4,946							5,000
Issuance of common shares for cash																		25,000		25								3,850							3,875
Preferred dividend																		347,345		347		(347,345	)		(347	)		24,653							24,653
Net loss for the quarter		-		-		-			-			-			-															(364,392	)		1,972		(362,420	)
Balance October 31, 2023		125		12,500		1,979,157			1,979			937,701			938			24,323,456		24,323		24,701,537			24,702			55,149,603		(66,726,592	)		973,976		(10,538,571	)
Balance		125		12,500		1,979,157			1,979			937,701			938			24,323,456		24,323		24,701,537			24,702			55,149,603		(66,726,592	)		973,976		(10,538,571	)
Conversion of notes payables																		900,000		900		886,000			886			148,214							150,000
Conversion of preferred shares						(60,000	)		(60	)		(536,824	)		(537	)		767,578		768		(170,754	)		(171	)									-0
Issuance of shares for services																		149,989		151								23,340							23,490
Issuance for cash received																									904			57,095							57,999
Net loss		-		-		-			-			-			-															(99,556	)		3,514		(96,043	)
Prior period adjustments																														35,017					35,017
Balance January 31, 2024		125	$	12,500		1,919,157		$	1,919			400,877		$	401			26,141,023	$	26,141		25,416,783		$	26,662		$	55,378,252	$	(66,791,131	)	$	977,489	$	(10,368,107	)
Balance		125	$	12,500		1,919,157		$	1,919			400,877		$	401			26,141,023	$	26,141		25,416,783		$	26,662		$	55,378,252	$	(66,791,131	)	$	977,489	$	(10,368,107	)

Balance April 30, 2022		125	$	12,500		2,163,000		$	2,363			618,411		$	618			15,128,005	$	15,128		8,916,805		$	8,292		$	53,210,921	$	(73,984,686	)	$	984,175	$	(19,750,689	)
Conversion of Preferred to common shares						(60,000	)		(60	)								60,000		60								9,940							9,940
Conversion of notes to common shares																																	-		-
Issuance of preferred shares																																			-
Issuance of common shares for cash																						1,824,771			1,824			93,175							94,999
Issuance of shares for services																		1,594,960		1,595								243,786							245,381
Stocks issued for equity																		518,333		518								44,128							44,646
Net loss for the quarter		-		-		-			-			-			-			-		-		-			-			-		1,101,351			3,924		1,105,275
Balance July 31, 2022		125		12,500		2,103,000			2,303			618,411			618			17,301,298		17,301		10,741,576			10,116			53,601,950		(72,883,335	)		988,099		(18,250,448	)
Conversion of Preferred to common shares C						(581,000	)		(581	)								581,000		581								96,915							96,915
Conversion of Preferred to common shares D												(141,000	)		(141	)		141,000		141								141,053							141,053
Stocks issued as note holder incentive																		212,500		213								19,388							19,601
Issuance of shares for equity																		330,179		330								24,670							25,000
Issuance of common shares for cash																		134,805		135		505,861			506			49,359		-					50,000
Net loss for the quarter		-		-		-			-			-			-			-		-		-			-			-		2,352,298			2,789		2,355,087
Balance October 31, 2022		125		12,500		1,522,000			1,722			477,411			477			18,700,782		18,701		11,247,437			10,622			53,933,335		(70,531,037	)		990,888		(15,562,792	)
Balance		125		12,500		1,522,000			1,722			477,411			477			18,700,782		18,701		11,247,437			10,622			53,933,335		(70,531,037	)		990,888		(15,562,792	)
Conversion of preferred shares						(1,922,101	)		(1,922	)								747,000		747		1,175,101.00			1,175.10			190,103							190,103
Issuance for Notes payable																		378,909		379								34,160							34,539
Issuance of shares for equity						-			-			-			-			952,036		952								83,098							84,050
Issuance of stock for services																		333,939		334								37,261							37,595
Adjustment						2,379,258			2,179			460,343			461			468,783				10,910,900			11,537			292,115							306,292
Net loss for the quarter		-		-		-			-			-			-															(99,556	)		3,514		(96,043	)
Balance January 31, 2023		125	$	12,500		1,979,157		$	1,979			937,754		$	938			21,581,449	$	21,113		23,333,438		$	23,334		$	54,570,072	$	(70,630,593	)	$	994,402	$	(15,006,255	)
Balance		125	$	12,500		1,979,157		$	1,979			937,754		$	938			21,581,449	$	21,113		23,333,438		$	23,334		$	54,570,072	$	(70,630,593	)	$	994,402	$	(15,006,255	)

See accompanying notes to unaudited condensed consolidated financial statements.

SPARTA COMMERCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDING JANUARY 31, 2024 AND 2023

(UNAUDITED)

	2024			2023
	For nine months ended
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income ( loss )	$	(667,097	)	$	4,546,048
Adjustments to reconcile net loss to net cash used in operating activities:		-
Depreciation and amortization		-			-
Loss (Gain) from change in fair value of derivative liabilities		(342,940	)		(5,044,879	)
Amortization of debt discount		-			-
Non-cash financing cost		434,385			-
Non-cash consulting fees		-			2,480
Write off promissory notes		(158,294	)		(625,064	)
Non-cash services rendered (shares issued)		48,144
Changes in operating assets and liabilities
Accounts receivable		(2,890	)		(2,168	)
Inventory		(3,831	)		3,166
Accounts payable and accrued expenses		(110,969	)		78,215
Accrued interest		304,249
Deferred revenue		-			(5,348	)
Net cash used in operating activities	$	(499,244	)	$	(1,047,550	)

CASH FLOWS FROM INVESTING ACTIVITIES:	$	-		$	-

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft	$	(54,410	)	$	13,895
Proceeds from sale of stock net of conversion		301,043			135,000
Proceeds from notes payable		254,000			-
Proceeds from related party notes		-			(37,650	)
Payments on related party notes					-
Net adjustments /conversion of promissory notes		-			936,600
Net cash provided by financing activities	$	500,633		$	1,047,845

Net (decrease) increase in cash	$	1,389		$	295

Cash and cash equivalents, beginning of period		4,028			317
Cash and cash equivalents, end of period	$	5,417		$	612

Cash paid for:
Interest		-			-
Income taxes		-			-

See accompanying notes to unaudited condensed consolidated financial statements.

SPARTA COMMERCIAL SERVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2023

(UNAUDITED)

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Business

General Overview

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

Sparta’s historic roots were in the Powersports industry until the financial crisis that began 2008. The Company provided consumer retail installment loans and leases through authorized motorcycle dealerships in 33 states, with financing lines of credit provided by institutional lenders. In 2007, the Company introduced a Municipal Financing program which has financed over 100 jurisdictions to date.

Vehicle History Reports are a staple of Sparta’s E-Commerce Technology subsidiary iMobile Solutions, Inc. Whether a vehicle is intended for personal, business or recreational use, Sparta’s Vehicle History Reports are highly regarded for accuracy and completeness and have been sold across all 50 states and in 62 countries worldwide.

With iMobile App, the Company additionally provides mobile technology services, including web and mobile application creation, development and management, text messaging services, CRM (Customer Relationship Management) tools, and custom kitchen ordering systems for a wide range of businesses to increase revenue, build brand recognition, and improve customer engagement.

Sparta’s subsidiary, New World Health Brands, Inc., offers high quality dietary supplements.

Sparta’s subsidiary, Sparta Crypto, Inc., is in the process of completing a proprietary state-of-the-art platform designed to connect users of widely adopted digital currencies with sellers of various goods and services; and has completed and tested a cryptocurrency payment gateway called SpartaPayIQ. Agoge Global USA, Inc. (“Agoge”) was formed as a subsidiary of Sparta Crypto, Inc. in December 2022 and entered into a Joint Venture Agreement with WeDev Group of Brazil to facilitate cross-border transactions between importers and exporters of goods from the U.S. and Brazil and is expected to launch in last fiscal quarter of 2024

Basis of Presentation

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

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended April 30, 2023 as disclosed in the Company’s Form 10-K for that year as filed with the Securities and Exchange Commission on August 15, 2023.

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

Principles of Consolidation

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

Estimates

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

Revenue Recognition

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

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

SCHEDULE OF DISAGGREGATION REVENUE

	3-months ended				9-months ended
Revenue	Jan 2024		Jan 2023		Jan 2024		Jan 2023
Information technology	$	30,071	$	60,120	$	128,142	$	173,559
New World Health	$	6,665	$	3,550	$	23,291	$	15,483
Total		36,736		63,670		151,433		189,042

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

Cash Equivalents

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

Fair Value Measurements

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

	●	Level 1 — Quoted prices for identical instruments in active markets. Level 1 assets and liabilities include debt and equity securities, derivative contracts traded in an active exchange market, and certain highly liquid securities actively traded in over-the-counter markets.
	●	Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
	●	Level 3 — Unobservable inputs supported by little or no market activity and significant to the fair value measurements. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques based on significant unobservable inputs, as well as management judgments or estimates that are significant to the valuation.

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

Income Taxes

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

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

Stock-Based Compensation

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

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

Inventories

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

Property and Equipment

Property and equipment are recorded at cost. Minor additions and renewals are expensed in the year incurred. Significant additions and renewals are capitalized and depreciated over their estimated useful lives. Depreciation is calculated using the straight-line method over the estimated useful lives. The estimated useful lives of significant depreciable assets are as follows:


Leasehold improvements	3 years
Furniture and fixtures	7 years
Website costs	3 years
Computer Equipment	5 years
	5 years

Concentrations of Credit Risk

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

Net Loss Per Share

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

Derivative Liabilities

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

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

Convertible Instruments

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

The Company assessed the classification of its derivative financial instruments as of January 31, 2024 and April 30, 2023, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

Reclassifications

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

Recent Accounting Pronouncements-

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

NOTE B – GOING CONCERN MATTERS

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred recurring losses and generated negative cash flows from operating activities since inception. As of January 31, 2024, the Company had an accumulated deficit of $66,791,131 and a working capital deficit (total current liabilities exceeded total current assets) of $9,761,571. The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the filing date of this report. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

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

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

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

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

NOTE C – NOTES PAYABLE AND DERIVATIVES

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

SCHEDULE OF NOTES PAYABLE

Notes Payable	January 31, 2024		April 30, 2023
Notes convertible at holder’s option	$	2,735,697	$	2,103,256
Notes convertible at Company’s option		335,700		335,700
Non-convertible notes payable		2,438,308		2,659,519
Subtotal		5,509,705		5,098,475
Total	$	5,509,705	$	5,098,475

The balance of accrued interest of the above notes as of January 31, 2024, and April 30, 2023, were 1,642,104 and $1,595,624, respectively, an increase of $46,480 primarily due to interest expenses on notes accrued.

Certain notes payable contains variable conversion rates, and the conversion features are classified as derivative liabilities. The conversion prices are based on the market price of the Company’s common stock, at discounts of 30% - 48% to market value.

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

The change in fair value of the derivative liabilities on January 31, 2024, 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	0.16% to 0.2	%
Expected stock price volatility	Ranging from	155 to 270	%
Expected dividend payout		0
Expected life in years	Ranging from	0.25 to 3.0 Years
Expected life in years	Ranging from	0.25 to 3.0 Years

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

	January 31,			January 31,
	2024			2023
Balance, beginning of year	$	1,375,767		$	9,549,640
Derivative liability extinguished		(260,425	)		(336,418	)
Derivative financial liability arising on the issuance of convertible notes and warrants					-
Fair value adjustments		(82,515	)		(4,168,344	)
Balance, end of period	$	1,032,827		$	4,504,762

NOTE D – LOANS PAYABLE TO RELATED PARTIES

As of January 31, 2024, and April 30, 2023, aggregated loans and notes payable, without demand and with no interest, to officers, directors, and other related parties were $615,537 and $435,753, respectively.

NOTE E – EQUITY TRANSACTIONS

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock with $0.001 par value per share, of which 35,850 shares have been designated as Series A convertible preferred stock with a $100 stated value per share; 1,000 shares have been designated as Series B Preferred Stock with a $10,000 per share liquidation value; 4,200,000 shares have been designated as Series C Preferred Stock with a $1.00 per share liquidation value, and 2,000,000 shares have been designated as Series D Preferred Stock with a $1 per share liquidation value..

During the nine months ended January 31, 2024, the Company:

	●	Sold to eleven accredited investors 2,230,094 shares of common stock for cash of $381,929, actual shares were not issued yet and recorded as common stock to be issued.
	●	Issued 60,000 shares valued at $10,000 upon the conversion of preferred series C shares
	●	Issued 536,824 shares valued at $134,206 upon the conversion of preferred series D shares

Common Stock:

The Company is authorized to issue 750,000,000 shares of common stock, $0.001 par value. As of January 31, 2024 and April 30, 2023 the Company’s issued and outstanding shares are 26,141,023 and 23,045,205 respectively.

During the nine months ended January 31, 2024, the Company:

	●	Sold 2,976,906 shares valued at $243,875 issued for cash.
	●	Issued 346,995 shares to accredited investors for cash
	●	Issued 767,578 shares upon the conversion of shares of Series C and Series D Convertible Preferred Stock.
	●	Issued 1,861,000 shares valued at $156,975 to accredited investors upon conversion of promissory notes
	●	Issued 497,995 shares for consulting services valued at $48,491

NOTE F – FAIR VALUE MEASUREMENTS

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

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

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

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

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

	Fair Value at		Fair Value Measurement Using
	January 31, 2024		Level 1		Level 2		Level 3
Derivative liabilities	$	1,032,827		-		-	$	1,032,837

Fair values of financial liabilities as of April 30, 2022, are as follows:

	Fair Value at		Fair Value Measurement Using
	April 30, 2023		Level 1		Level 2		Level 3
Derivative liabilities	$	1,375,767		-		-	$	1,375,767

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

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

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

NOTE G – PROPERTY AND EQUIPMENT

Significant classes of property and equipment on January 31, 2024, and April 30, 2023, consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	January 31, 2024			April 30, 2023
Computer equipment, software and furniture	$	213,262		$	213,262
Less: accumulated depreciation		(213,262	)		(213,262	)
Net property and equipment	$	-		$	-

All equipment is fully depreciated as of January 31, 2023, and 2022. No additional investment in equipment for both fiscal years.

NOTE H – WARRANTS:

No warrants were issued to employees or services. As of January 31, 2024, a total of 9,229,370 warrants were vested. The computed fair value was $211,614.

NOTE I – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

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

Rent expense was $54,000 and 49,700 for the nine months period ending January 31, 2024 and 2023, respectively.

Litigation

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

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

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

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

NOTE J – SUBSEQUENT EVENTS

The Company had evaluated subsequent events for recognition and disclosure as of June 14, 2024 when the financial statements were available to be issued.

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

General

The following discussion of our financial condition and results of operations should be read in conjunction with (1) our interim unaudited condensed consolidated financial statements and their explanatory notes included as part of this quarterly Report and (2) our annual audited consolidated financial statements and explanatory notes for the year ended April 30, 2023, as disclosed in our annual Report on Form 10-K for that year as filed with the S.E.C.

“Forward-Looking” Information

This Report on Form 10-Q contains various statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder which represent our expectations and beliefs, including, but not limited to statements concerning the Company’s business and financial plans and prospects and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, objectives, assumptions, future events, or performances are not historical facts and may be forward-looking. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” and other similar expressions can, but do not always, identify forward-looking statements, which speak only as of the date such statement was made. We base these forward-looking statements on our current expectations and projections about future events, our assumptions, and our knowledge of facts when the statements are made. These statements, by their nature, involve substantial risks and uncertainties, sure of which are beyond our control, and actual results may differ materially depending on various important factors. Risks and uncertainties that could cause our financial performance to differ materially from our goals, plans, expectations, and projections expressed in forward-looking statements include those outlined in our filings with the Securities and Exchange Commission (“S.E.C.”), including Item 1A of the Company’s Annual Report of Form 10-K for the year ended April 30, 2023. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. It would be best to consider any forward-looking statements in light of this explanation, and we caution you about relying on them.

General Overview

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

Sparta’s roots are in the Powersports industry. The Company provided retail installment loans and leases through authorized motorcycle dealerships in 33 states, with financing lines of credit provided by institutional lenders. The Company also created and maintained a full underwriting and servicing platform for its portfolio. Notwithstanding the discontinuance of our initial focus on consumer loans and leases post Lehman and during the 2008 financial crisis; in 2007, the Company had introduced a new initiative which continued without interruption, Municipal Financing, (www.spartamunicipal.com), which has financed over 100 jurisdictions to date. Sparta’s Municipal Finance program is also currently available to all nonprofit organizations, institutions and entities. All nonprofit organizations which adhere to IRS guidelines, including 501 (c) 3 of the Internal Revenue Code, are eligible. Both public nonprofits, also known as public charities supported with publicly collected funds, and private nonprofits, also known as private foundations supported by an individual or business entity, qualify for the program.

Vehicle History Reports are a staple of Sparta’s E-Commerce Technology subsidiary iMobile Solutions, Inc. Whether a vehicle is intended for business or recreational use, Sparta’s Vehicle History Reports are highly regarded for accuracy and completeness and have been sold across all 50 states and in 62 countries worldwide.

They provide a trusted layer of assurance to vehicle buyers and are available online and at a range of various dealership websites and showrooms. They include Cyclechex (Motorcycle History Reports at www.cyclechex.com ). RVchex (Recreational Vehicle History Reports at www.rvchex.com), and Truckchex (Heavy Duty Truck History Reports at www.truckchex.com). Consumers, retailers, auction houses, banks and insurance companies alike scrutinize title history reports for the vital information needed and factored into crucial business decisions that affect the bottom line.

The Company’s E-Commerce and Mobile Technology subsidiary name change to iMobile Solutions, Inc., from Specialty Reports, Inc., in 2016, signifies its ever-broadening service offerings in the evolving technology landscape. With iMobile App (www.imobileapp.com), the Company provides mobile technology services, including web and mobile application creation, development and management for a wide range of businesses to increase revenue, build brand recognition, and improve customer engagement. Our ever-broadening business base of mobile 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 incorporating SEO (search engine optimization), social media marketing, and online reviews to improve their presence online. We provide specific, tailored action plans for our clients’ websites that include services such as eCommerce, CRM (Customer Relationship Management) development and integration. This custom software not only helps businesses communicate with customers but can also be inward-facing used for employees to communicate internally. The CRM software can be web based, integrated with a mobile app, or both. We work with clients to understand their unique needs and incorporate the features and requirements that are most important to them and will facilitate their business growth and success. Correspondingly, the Company designs and builds custom kitchen ordering software for independent grocery stores, delicatessens, and other customer-facing food service businesses. The software can be designed for use in a combination of ways including mobile devices and in-store ordering. The kitchen ordering software is enabled with payment integration, text messaging notification, wireless printing, and other features. iMobile Solutions, Inc. provides a turn-key solution for any business looking to simplify or streamline their kitchen ordering process. Additionally, we offer text messaging services, which supplement business marketing strategies both to gain and retain brand loyalty among its clients, customers and investors. Our text messaging platform allows our clients to easily manage, schedule and analyze text message performance.

Sparta created its subsidiary, New World Health Brands, Inc., in April 2019, initially offering cannabidiol products which we ceased offering effective March 31, 2023. 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, Iodine for children and adults, Boron, copper/Zinc/Selenium, Magnesium, Spermidine, Vitamin B Complex, Vitamin C and PQQ. We continue to study the market as we consider new products to add to our offerings. To ensure the safety and quality of our products, all health and wellness offerings are exclusively sourced and manufactured in the United States and adhere to strict U.S standards and guidelines. Sparta’s commitment to high standards and transparency are tantamount to being a trusted brand.

Sparta’s subsidiary, Sparta Crypto, Inc., www.SpartaCrypto.com, was established in September 2020 and is in the process of completing a proprietary state-of-the-art platform designed to connect users of widely adopted digital currencies with sellers of various goods and services. The platform is scheduled to launch in 2023 and the Company can make no assurances that the described plan will reach implementation. In addition, the Company has completed and tested a cryptocurrency payment gateway called SpartaPayIQ, www.SpartaPayIQ.com, which is functional and was formally announced on March 3, 2022. Subsequently, SpartaPayIQ is the transactional engine behind Sparta Crypto and Agoge Global USA, Inc. (“Agoge”). Agoge was formed as a subsidiary of Sparta Crypto, Inc. in December 2022 and entered in to a Joint Venture Agreement with WeDev Group of Brazil to facilitate cross-border transactions between importers and exporters of goods from the U.S. and Brazil.

In addition, Agoge Global USA provides business intermediary services to global importers and exporters of goods and services. These business-to-business services provided through our joint venture agreement with WeDev include, but are not limited to, industry introductions, providing tax and regulatory compliance guidance, import and export documentation assistance, reselling services in other jurisdictions, and facilitation of cross-border transactions.

RESULTS OF OPERATIONS

Comparison of the nine Months Ended January 31, 2024, and 2023

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

Revenues

Revenues totaled $151,433 during the nine months ending January 31, 2024, compared to $189,042 during the nine months ending January 31, 2023. Revenues from information technology were down by $37,609 or 20% and sales of New World Health Products remain on the same level for both periods. This decrease was due primarily to a reduction in mobile application fees.

Cost of Revenue

The revenue consists of costs and fees paid to third parties to construct and maintain mobile apps and payments for subscription services related to vehicle history reports and the cost of goods purchased for New World Health Brand products. The cost of revenue was $31,987 during the nine months ended January 31, 2023, compared to $31,069 during the nine months ended January 31, 2024.

Operating Expenses

Operating expenses were $893,386 during the nine months ended January 31, 2024, compared to $1,281,423 during the nine months ended January 31, 2023, a decrease of $388,037 or 30%, primarily due decrease in compensation and consulting fees in the current period. General office expenses increased by $70,114 was due mainly to software development cost for the new business venture in Sparta Crypto.

Expenses incurred during the current nine months period consisted primarily of the following expenses:

	January 31, 2024		January 31, 2023		Increase (Decrease)			%
Compensation, option, and related cost	$	428,021	$	594,300	$	(166,279	)		(28	)%
Accounting, audit and professional fees		51,921		42,763		9,158			21	%
Consulting Fees		50,670		356,001		(305,331	)		(86	)%
Rent and Utilities		54,000		49,700		4,300			9	%
General office expenses		282,273		238,659		43,614			18	%
Research and development		-
	$	866,886	$	1,281,423	$	(414,537	)		(32	)%

Other (income) expense

Other income is comprised primarily of writing off some convertible notes of $158,294, which were expired and no longer an obligation for the company and financing costs of $434,385 offset by gain in valuation in fair value of our derivative liabilities of $342,940. In the previous year, debt forgiveness of $625,064, and a loss on the change in fair value of our derivative liabilities was $5,044,879 resulted in net of $5,590,990 or 99% decrease in other income.

Net income (loss)

Our net loss attributable to common stockholders for the nine months ended January 31, 2024, was $675,291 compared to a net income of $4,536,254 for the nine months ended January 31, 2023, primarily due to the change in valuation of derivative liabilities for this period as compared to nine months ending January 31, 2023, we have a gain in valuation in fair value of derivative liabilities of $5,044,879 compared to 2024 loss of $342,940.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2024, we had an accumulated deficit of $66,791,131. The net cash flow used by operations was $499,244 for the nine months ending January 31, 2024. This deficit results primarily from our net loss of $667,097 with loss in fair valuation of derivative liabilities of $342,940 as the significant item in our cash flow.

We met our cash requirements during the period through proceeds from the issuance of stock for a total of $301,043, proceeds from notes payable for a net total of $254,000 of Promissory notes to equity.

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

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

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

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

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

GOING CONCERN ISSUES

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

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

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

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

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

INFLATION

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

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

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

Information Technology:

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

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

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

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

New World Health Brands:

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

Stock-Based Compensation

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

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

Inventories

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

Convertible Instruments

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

Derivative Liabilities

RECENT ACCOUNTING PRONOUNCEMENTS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Management Report on Internal Control over Financial Reporting

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

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

● lack of documented policies and procedures;

● we have no audit committee;

● there is a risk of management override, given that our officers have a high degree of involvement in our day-to-day operations;

● there is no effective separation of duties, which includes monitoring controls, between the members of management.

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

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

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

In light of these significant deficiencies, we performed additional analyses and procedures to conclude that our consolidated financial statements for the year ended April 30, 2023, 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 nine months ended January 31, 2024, are fairly stated, in all material respects, in accordance with U.S. GAAP.

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

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

We are subject to certain risks and uncertainties in our business operations, including those described below. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known or deemed immaterial may also impair our business operations. A description of factors that could materially affect our business, financial condition, or operating results was included in Item 1A, “Risk Factors,” of our Form 10-K for the year ended April 30, 2023, and is incorporated herein by reference.

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

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

Sales of Preferred Stock, Common Stock, and Warrants:

During the nine months that ended January 31, 2024 the Company:

	●	Sold to eleven accredited investors 2,230,094 shares of common stock for cash of $381,929.
	●	Entered into promissory notes with five accredited investors totaling $254,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The following exhibits are filed with this Report:

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

*Filed herewith

SIGNATURES

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

	SPARTA COMMERCIAL SERVICES, INC.

Date: June 14, 2024	By:	/s/ Anthony L. Havens
		Anthony L. Havens, Chief Executive Officer,
		Principal financial and accounting officer

EXHIBIT 31.1

CERTIFICATIONS

I, Anthony L. Havens, certify that:

1. I have reviewed this Report on Form 10-Q/A for the period ended January 31, 2024 of Sparta Commercial Services, Inc.;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 14, 2024

	/s/ Anthony L. Havens
	Anthony L. Havens
	Chief Executive Officer, principal executive officer

EXHIBIT 31.2

CERTIFICATIONS

I, Anthony L. Havens, certify that:

1. I have reviewed this Report on Form 10-Q/A for the period ended January 31, 2024 of Sparta Commercial Services, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 14, 2024

	/s/ Anthony L. Havens
	Anthony L. Havens
	Principal financial and accounting officer

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Sparta Commercial Services, Inc. (the “Company”) on Form 10-Q/A for the period ended January 31, 2024, as filed with the Securities and Exchange Commission on the date therein specified (the “Report”), I, Anthony L. Havens, Chief Executive Officer and principal financial and accounting officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and

(2)	The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

Date: June 14, 2024

	/s/ Anthony L. Havens
	Anthony L. Havens, Chief Executive Officer,
	Principal executive officer, principal financial and accounting officer

Cover	9 Months Ended
Cover	Jan. 31, 2024 shares
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the three months ended January 31, 2024 as originally filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2024 (the “Original Filing”). Rule 10-01(d) of Regulation S-X requires that interim financial statements included in quarterly reports on Form 10-Q be reviewed by an independent public accountant. The Company was unable to obtain a review by its independent public accountant of its financial statements before the Original Filing. Consequently, the consolidated financial statements in the Original Filing were not reviewed by an independent public accountant in accordance with Statement of Auditing Standards No. 100, Interim Financial Information (“SAS100”). The financial statements included herein have now been reviewed in accordance with SAS100 and the Company is filing this amended Form 10-Q/A.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jan. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--04-30
Entity File Number	0-9483
Entity Registrant Name	SPARTA COMMERCIAL SERVICES, INC.
Entity Central Index Key	0000318299
Entity Tax Identification Number	30-0298178
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	555 Fifth Avenue
Entity Address, Address Line Two	14th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(212)
Local Phone Number	239-2666
Title of 12(b) Security	Common stock, $.001 par value
Trading Symbol	SRCO
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	26,141,023

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Current Assets
Cash and cash equivalents	$ 5,417	$ 4,028
Accounts receivable	2,890
Inventory	3,831
Other current assets
Total Current Assets	12,138	4,028
Property and equipment, net of accumulated depreciation and amortization of $213,262 and $213,262, respectively
Deposits - rent deposit	9,000	9,000
Total assets	21,138	13,028
Current Liabilities
Bank overdraft		54,410
Short Term Loan	1,585	1,585
Accounts payable and accrued expenses	1,587,488	1,698,457
Derivative liabilities	1,032,827	1,375,767
Current portion notes payable	7,151,809	6,694,245
Deferred revenue
Total Current Liabilities	9,773,709	9,824,464
Total Long Term Liabilities	615,537	435,753
Total liabilities	10,389,246	10,260,217
Stockholders’ Deficit:
Common stock, $0.001 par value; 750,000,000 shares authorized, and 26,141,023 and 23,045,205 shares issued and outstanding, respectively	26,141	23,045
Common stock to be issued 25,417,133 and 23,704,788, respectively	26,322	23,705
Additional paid-in-capital	55,378,252	54,872,206
Accumulated deficit	(66,791,131)	(66,150,857)
Total deficiency in stockholders’ equity	(11,345,597)	(11,216,484)
Non-controlling interest	977,489	969,295
Total Deficit	(10,368,107)	(10,247,189)
Total Liabilities and Deficit	21,138	13,028
Series A Convertible Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock, value	12,500	12,500
Series C Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock, value	1,919	1,979
Series D Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock, value	401	938
Related Party [Member]
Current Liabilities
Loans payable-related parties	$ 615,537	$ 435,753

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Property and equipment, net of accumulated depreciation and amortization	$ 213,262	$ 213,262
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock shares issued	26,141,023	23,045,205
Common stock shares outstanding	26,141,023	23,045,205
Common stock to be issued	25,417,133	23,704,788
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 100	$ 100
Preferred stock, shares designated	35,850	35,850
Preferred stock, shares issued	125	125
Preferred stock, shares outstanding	125	125
Series C Preferred Stock [Member]
Preferred stock, par value		$ 0.001
Preferred stock, shares designated	4,200,000	4,200,000
Preferred stock, shares issued	1,919,157	1,979,157
Preferred stock, shares outstanding	1,919,157	1,979,157
Preferred stock, liquidation and redemption value per share	$ 1.00	$ 1
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	2,000,000	2,000,000
Preferred stock, shares issued	400,877	937,701
Preferred stock, shares outstanding	400,877	937,701
Preferred stock, liquidation and redemption value per share	$ 1.00	$ 1.00

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Revenue
Total Revenue	$ 36,736	$ 63,670	$ 151,433	$ 189,042
Less Cost of goods sold	8,010	9,142	31,069	31,987
Gross profit	28,725	54,528	120,363	157,055
Operating expenses:
Compensation and Related Cost	128,229	248,614	428,021	594,300
Consulting Fee	15,780	22,611	50,670	356,001
Rent and lease	18,000	17,100	54,000	49,700
Accounting and Legal	6,271	19,763	51,921	42,763
General and administrative	78,722	95,607	282,273	238,659
Research and Development
Total operating expenses	247,003	403,695	866,886	1,281,423
Loss from operations	(218,278)	(349,167)	(746,523)	(1,124,368)
Other Income ( expense)
Commission on municipal bonds	8,680	473	12,577	473
Financing cost	(149,517)	2,305	(434,385)
Write off convertible notes and bad debt	97,505	(324,970)	158,294	625,064
Gain (loss) in changes in fair value of derivative liability	165,567	1,757,044	342,940	5,044,879
Total other (income) expense	122,235	1,434,852	79,426	5,670,416
Net income (loss)	(96,043)	1,085,685	(667,097)	4,546,048
Net profit attributable to minority shareholder	(3,514)	(3,080)	(8,195)	(9,794)
Preferred dividend
Net income (loss) attributed to common stockholders	$ (99,556)	$ 1,082,605	$ (675,291)	$ 4,536,254
Basic and diluted loss per share:
Loss from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders, basic
Loss from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders, diluted
Net loss attributable to Sparta Commercial Services, Inc. common stockholders, basic	(0.004)	(0.05)	(0.037)	0.25
Net loss attributable to Sparta Commercial Services, Inc. common stockholders, diluted	$ (0.004)	$ (0.05)	$ (0.037)	$ 0.25
Weighted average shares outstanding, basic	25,432,999	19,686,822	18,074,511	18,074,511
Weighted average shares outstanding, diluted	25,432,999	19,686,822	18,074,511	18,074,511
Information technology [Member]
Revenue
Total Revenue	$ 30,071	$ 60,120	$ 128,142	$ 173,559
New World Health [Member]
Revenue
Total Revenue	$ 6,665	$ 3,550	$ 23,291	$ 15,483

Condensed Consolidated Statements of Shareholder's Deficits - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Common Stock [Member]	Common Stock to be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Apr. 30, 2022	$ 12,500	$ 2,363	$ 618	$ 15,128	$ 8,292	$ 53,210,921	$ (73,984,686)	$ 984,175	$ (19,750,689)
Balance, shares at Apr. 30, 2022	125	2,163,000	618,411	15,128,005	8,916,805
Conversion of notes to common shares
Issuance of common shares for cash					$ 1,824	93,175			94,999
Issuance of stock for services, shares					1,824,771
Shares issued for services				$ (1,595)		(243,786)			(245,381)
Conversion of Preferred to common shares		$ (60)		60		9,940			9,940
Net loss for the quarter							1,101,351	3,924	1,105,275
Issuance of stock for services				1,595		243,786			245,381
Issuance of preferred shares
Issuance of shares for equity				518		44,128			44,646
Balance at Jul. 31, 2022	$ 12,500	$ 2,303	$ 618	$ 17,301	$ 10,116	53,601,950	(72,883,335)	988,099	(18,250,448)
Balance, shares at Jul. 31, 2022	125	2,103,000	618,411	17,301,298	10,741,576
Balance at Apr. 30, 2022	$ 12,500	$ 2,363	$ 618	$ 15,128	$ 8,292	53,210,921	(73,984,686)	984,175	(19,750,689)
Balance, shares at Apr. 30, 2022	125	2,163,000	618,411	15,128,005	8,916,805
Issuance of shares for services, shares				1,594,960
Conversion of Preferred to common shares, shares		(60,000)		60,000
Issuance of shares for equity, shares				518,333
Balance at Jul. 31, 2023	$ 12,500	$ 1,979	$ 938	$ 23,951	$ 24,007	55,052,142	(66,362,200)	972,004	(10,274,679)
Balance, shares at Jul. 31, 2023	125	1,979,157	937,701	23,951,111	24,006,882
Balance at Jul. 31, 2022	$ 12,500	$ 2,303	$ 618	$ 17,301	$ 10,116	53,601,950	(72,883,335)	988,099	(18,250,448)
Balance, shares at Jul. 31, 2022	125	2,103,000	618,411	17,301,298	10,741,576
Net loss for the quarter							2,352,298	2,789	2,355,087
Issuance of shares for equity				$ 330		24,670			25,000
Issuance of shares for equity, shares				330,179
Conversion of Preferred to common shares C		$ (581)		$ 581		96,915			96,915
Conversion of Preferred to common shares C, shares		(581,000)		581,000
Conversion of Preferred to common shares D			$ (141)	$ 141		141,053			141,053
Conversion of Preferred to common shares D, shares			(141,000)	141,000
Stocks issued as note holder incentive				$ 213		19,388			19,601
Stocks issued as note holder incentive, shares				212,500
Issuance of common shares for cash				$ 135	506	49,359			50,000
Issuance of common shares for cash, shares				134,805
Balance at Oct. 31, 2022	$ 12,500	$ 1,722	$ 477	$ 18,701	$ 10,622	53,933,335	(70,531,037)	990,888	(15,562,792)
Balance, shares at Oct. 31, 2022	125	1,522,000	477,411	18,700,782	11,247,437
Issuance of stock for services, shares				333,939
Shares issued for services				$ (334)		(37,261)			(37,595)
Net loss for the quarter							(99,556)	3,514	(96,043)
Issuance of stock for services				334		37,261			37,595
Issuance of shares for equity				$ 952		83,098			84,050
Issuance of shares for equity, shares				952,036
Conversion of preferred shares		$ (1,922)		$ 747	$ 1,175.10	190,103			190,103
Conversion of preferred shares, shares		(1,922,101)		747,000	1,175,101.00
Issuance for Notes payable				$ 379		34,160			34,539
Issuance for Notes payable, shares				378,909
Adjustment		$ 2,179	$ 461		$ 11,537	292,115			306,292
Adjustment, shares		2,379,258	460,343	468,783	10,910,900
Balance at Jan. 31, 2023	$ 12,500	$ 1,979	$ 938	$ 21,113	$ 23,334	54,570,072	(70,630,593)	994,402	(15,006,255)
Balance, shares at Jan. 31, 2023	125	1,979,157	937,754	21,581,449	23,333,438
Balance at Apr. 30, 2023	$ 12,500	$ 1,979	$ 938	$ 23,045	$ 23,705	54,872,206	(66,150,857)	969,295	(10,247,189)
Balance, shares at Apr. 30, 2023	125	1,979,157	937,701	23,045,205	23,704,788
Issuance of Preferred and Common Stock for Cash					$ 1,133	103,867			105,000
Issuance of Preferred and Common Stock for Cash, shares					1,133,000
Conversion of notes to common shares				$ 75		6,900			6,975
Conversion of notes to common shares, shares				75,000
Issuance of common shares for cash				$ 831	$ (831)	69,169			69,169
Issuance of stock for services, shares				830,906	(830,906)
Shares issued for services
Conversion of Preferred to common shares
Preferred dividend
Net loss for the quarter							(211,343)	2,709	(208,643)
Issuance of stock for services
Balance at Jul. 31, 2023	$ 12,500	$ 1,979	$ 938	$ 23,951	$ 24,007	55,052,142	(66,362,200)	972,004	(10,274,679)
Balance, shares at Jul. 31, 2023	125	1,979,157	937,701	23,951,111	24,006,882
Balance at Apr. 30, 2023	$ 12,500	$ 1,979	$ 938	$ 23,045	$ 23,705	54,872,206	(66,150,857)	969,295	(10,247,189)
Balance, shares at Apr. 30, 2023	125	1,979,157	937,701	23,045,205	23,704,788
Issuance of common shares for cash				$ 243,875
Issuance of stock for services, shares				2,976,906
Shares issued for services				$ (48,491)
Issuance of stock for services				$ 48,491
Issuance of shares for services, shares				497,995
Balance at Jan. 31, 2024	$ 12,500	$ 1,919	$ 401	$ 26,141	$ 26,662	55,378,252	(66,791,131)	977,489	(10,368,107)
Balance, shares at Jan. 31, 2024	125	1,919,157	400,877	26,141,023	25,416,783
Balance at Jul. 31, 2023	$ 12,500	$ 1,979	$ 938	$ 23,951	$ 24,007	55,052,142	(66,362,200)	972,004	(10,274,679)
Balance, shares at Jul. 31, 2023	125	1,979,157	937,701	23,951,111	24,006,882
Issuance of Preferred and Common Stock for Cash					$ 988	64,012			65,000
Issuance of Preferred and Common Stock for Cash, shares					988,000
Issuance of common shares for cash				$ 25		3,850			3,875
Issuance of stock for services, shares				25,000
Preferred dividend				$ 347	$ (347)	24,653			24,653
Net loss for the quarter							(364,392)	1,972	(362,420)
Stocks issued as a note holder incentive					$ 54	4,946			5,000
Stocks issued as a note holder incentive, shares					54,000
Preferred dividend, shares				347,345	(347,345)
Balance at Oct. 31, 2023	$ 12,500	$ 1,979	$ 938	$ 24,323	$ 24,702	55,149,603	(66,726,592)	973,976	(10,538,571)
Balance, shares at Oct. 31, 2023	125	1,979,157	937,701	24,323,456	24,701,537
Shares issued for services				$ (151)		(23,340)			(23,490)
Net loss for the quarter							(99,556)	3,514	(96,043)
Conversion of notes payables				$ 900	$ 886	148,214			150,000
Conversion of notes payables, shares				900,000	886,000
Conversion of preferred shares		$ (60)	$ (537)	$ 768	$ (171)				(0)
Conversion of preferred shares, shares		(60,000)	(536,824)	767,578	(170,754)
Issuance of stock for services				$ 151		23,340			23,490
Issuance of shares for services, shares				149,989
Issuance for cash received					$ 904	57,095			57,999
Prior period adjustments							35,017		35,017
Balance at Jan. 31, 2024	$ 12,500	$ 1,919	$ 401	$ 26,141	$ 26,662	$ 55,378,252	$ (66,791,131)	$ 977,489	$ (10,368,107)
Balance, shares at Jan. 31, 2024	125	1,919,157	400,877	26,141,023	25,416,783

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income ( loss )	$ (667,097)	$ 4,546,048
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Loss (Gain) from change in fair value of derivative liabilities	(342,940)	(5,044,879)
Amortization of debt discount
Non-cash financing cost	434,385
Non-cash consulting fees		2,480
Write off promissory notes	(158,294)	(625,064)
Non-cash services rendered (shares issued)	48,144
Changes in operating assets and liabilities
Accounts receivable	(2,890)	(2,168)
Inventory	(3,831)	3,166
Accounts payable and accrued expenses	(110,969)	78,215
Accrued interest	304,249
Deferred revenue		(5,348)
Net cash used in operating activities	(499,244)	(1,047,550)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft	(54,410)	13,895
Proceeds from sale of stock net of conversion	301,043	135,000
Proceeds from notes payable	254,000
Proceeds from related party notes		(37,650)
Payments on related party notes
Net adjustments /conversion of promissory notes		936,600
Net cash provided by financing activities	500,633	1,047,845
Net (decrease) increase in cash	1,389	295
Cash and cash equivalents, beginning of period	4,028	317
Cash and cash equivalents, end of period	5,417	612
Cash paid for:
Interest
Income taxes

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Business

General Overview

Sparta’s subsidiary, New World Health Brands, Inc., offers high quality dietary supplements.

Basis of Presentation

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

Principles of Consolidation

Estimates

Revenue Recognition

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

SCHEDULE OF DISAGGREGATION REVENUE

	3-months ended				9-months ended
Revenue	Jan 2024		Jan 2023		Jan 2024		Jan 2023
Information technology	$	30,071	$	60,120	$	128,142	$	173,559
New World Health	$	6,665	$	3,550	$	23,291	$	15,483
Total		36,736		63,670		151,433		189,042

Cash Equivalents

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

Fair Value Measurements

	●	Level 1 — Quoted prices for identical instruments in active markets. Level 1 assets and liabilities include debt and equity securities, derivative contracts traded in an active exchange market, and certain highly liquid securities actively traded in over-the-counter markets.
	●	Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
	●	Level 3 — Unobservable inputs supported by little or no market activity and significant to the fair value measurements. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques based on significant unobservable inputs, as well as management judgments or estimates that are significant to the valuation.

Income Taxes

Stock-Based Compensation

Inventories

Property and Equipment


Leasehold improvements	3 years
Furniture and fixtures	7 years
Website costs	3 years
Computer Equipment	5 years
	5 years

Concentrations of Credit Risk

Net Loss Per Share

Derivative Liabilities

Convertible Instruments

Reclassifications

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

Recent Accounting Pronouncements-

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

GOING CONCERN MATTERS

9 Months Ended

Jan. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN MATTERS

NOTE B – GOING CONCERN MATTERS

NOTES PAYABLE AND DERIVATIVES

9 Months Ended

Jan. 31, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE AND DERIVATIVES

NOTE C – NOTES PAYABLE AND DERIVATIVES

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

SCHEDULE OF NOTES PAYABLE

Notes Payable	January 31, 2024		April 30, 2023
Notes convertible at holder’s option	$	2,735,697	$	2,103,256
Notes convertible at Company’s option		335,700		335,700
Non-convertible notes payable		2,438,308		2,659,519
Subtotal		5,509,705		5,098,475
Total	$	5,509,705	$	5,098,475

The change in fair value of the derivative liabilities on January 31, 2024, 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	0.16% to 0.2	%
Expected stock price volatility	Ranging from	155 to 270	%
Expected dividend payout		0
Expected life in years	Ranging from	0.25 to 3.0 Years
Expected life in years	Ranging from	0.25 to 3.0 Years

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

	January 31,			January 31,
	2024			2023
Balance, beginning of year	$	1,375,767		$	9,549,640
Derivative liability extinguished		(260,425	)		(336,418	)
Derivative financial liability arising on the issuance of convertible notes and warrants					-
Fair value adjustments		(82,515	)		(4,168,344	)
Balance, end of period	$	1,032,827		$	4,504,762

LOANS PAYABLE TO RELATED PARTIES

9 Months Ended

Jan. 31, 2024

LOANS PAYABLE TO RELATED PARTIES

NOTE D – LOANS PAYABLE TO RELATED PARTIES

EQUITY TRANSACTIONS

9 Months Ended

Jan. 31, 2024

Equity [Abstract]

EQUITY TRANSACTIONS

NOTE E – EQUITY TRANSACTIONS

Preferred Stock

During the nine months ended January 31, 2024, the Company:

	●	Sold to eleven accredited investors 2,230,094 shares of common stock for cash of $381,929, actual shares were not issued yet and recorded as common stock to be issued.
	●	Issued 60,000 shares valued at $10,000 upon the conversion of preferred series C shares
	●	Issued 536,824 shares valued at $134,206 upon the conversion of preferred series D shares

Common Stock:

During the nine months ended January 31, 2024, the Company:

	●	Sold 2,976,906 shares valued at $243,875 issued for cash.
	●	Issued 346,995 shares to accredited investors for cash
	●	Issued 767,578 shares upon the conversion of shares of Series C and Series D Convertible Preferred Stock.
	●	Issued 1,861,000 shares valued at $156,975 to accredited investors upon conversion of promissory notes
	●	Issued 497,995 shares for consulting services valued at $48,491

FAIR VALUE MEASUREMENTS

9 Months Ended

Jan. 31, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE F – FAIR VALUE MEASUREMENTS

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

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

	Fair Value at		Fair Value Measurement Using
	January 31, 2024		Level 1		Level 2		Level 3
Derivative liabilities	$	1,032,827		-		-	$	1,032,837

Fair values of financial liabilities as of April 30, 2022, are as follows:

	Fair Value at		Fair Value Measurement Using
	April 30, 2023		Level 1		Level 2		Level 3
Derivative liabilities	$	1,375,767		-		-	$	1,375,767

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

PROPERTY AND EQUIPMENT

9 Months Ended

Jan. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE G – PROPERTY AND EQUIPMENT

Significant classes of property and equipment on January 31, 2024, and April 30, 2023, consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	January 31, 2024			April 30, 2023
Computer equipment, software and furniture	$	213,262		$	213,262
Less: accumulated depreciation		(213,262	)		(213,262	)
Net property and equipment	$	-		$	-

All equipment is fully depreciated as of January 31, 2023, and 2022. No additional investment in equipment for both fiscal years.

WARRANTS

9 Months Ended

Jan. 31, 2024

Warrants

WARRANTS

NOTE H – WARRANTS:

No warrants were issued to employees or services. As of January 31, 2024, a total of 9,229,370 warrants were vested. The computed fair value was $211,614.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Jan. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE I – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

Rent expense was $54,000 and 49,700 for the nine months period ending January 31, 2024 and 2023, respectively.

Litigation

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

SUBSEQUENT EVENTS

9 Months Ended

Jan. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE J – SUBSEQUENT EVENTS

The Company had evaluated subsequent events for recognition and disclosure as of June 14, 2024 when the financial statements were available to be issued.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Business

Business

General Overview

Sparta’s subsidiary, New World Health Brands, Inc., offers high quality dietary supplements.

Basis of Presentation

Basis of Presentation

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

Principles of Consolidation

Principles of Consolidation

Estimates

Estimates

Revenue Recognition

Revenue Recognition

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

SCHEDULE OF DISAGGREGATION REVENUE

	3-months ended				9-months ended
Revenue	Jan 2024		Jan 2023		Jan 2024		Jan 2023
Information technology	$	30,071	$	60,120	$	128,142	$	173,559
New World Health	$	6,665	$	3,550	$	23,291	$	15,483
Total		36,736		63,670		151,433		189,042

Cash Equivalents

Cash Equivalents

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

Fair Value Measurements

Fair Value Measurements

	●	Level 1 — Quoted prices for identical instruments in active markets. Level 1 assets and liabilities include debt and equity securities, derivative contracts traded in an active exchange market, and certain highly liquid securities actively traded in over-the-counter markets.
	●	Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
	●	Level 3 — Unobservable inputs supported by little or no market activity and significant to the fair value measurements. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques based on significant unobservable inputs, as well as management judgments or estimates that are significant to the valuation.

Income Taxes

Income Taxes

Stock-Based Compensation

Stock-Based Compensation

Inventories

Inventories

Property and Equipment

Property and Equipment


Leasehold improvements	3 years
Furniture and fixtures	7 years
Website costs	3 years
Computer Equipment	5 years
	5 years

Concentrations of Credit Risk

Concentrations of Credit Risk

Net Loss Per Share

Net Loss Per Share

Derivative Liabilities

Derivative Liabilities

Convertible Instruments

Convertible Instruments

Reclassifications

Reclassifications

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

Recent Accounting Pronouncements-

Recent Accounting Pronouncements-

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

SCHEDULE OF DISAGGREGATION REVENUE

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

SCHEDULE OF DISAGGREGATION REVENUE

	3-months ended				9-months ended
Revenue	Jan 2024		Jan 2023		Jan 2024		Jan 2023
Information technology	$	30,071	$	60,120	$	128,142	$	173,559
New World Health	$	6,665	$	3,550	$	23,291	$	15,483
Total		36,736		63,670		151,433		189,042

SCHEDULE OF ESTIMATED USEFUL OF PROPERTY AND EQUIPMENT


Leasehold improvements	3 years
Furniture and fixtures	7 years
Website costs	3 years
Computer Equipment	5 years
	5 years

NOTES PAYABLE AND DERIVATIVES (Tables)

9 Months Ended

Jan. 31, 2024

Debt Disclosure [Abstract]

SCHEDULE OF NOTES PAYABLE

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

SCHEDULE OF NOTES PAYABLE

Notes Payable	January 31, 2024		April 30, 2023
Notes convertible at holder’s option	$	2,735,697	$	2,103,256
Notes convertible at Company’s option		335,700		335,700
Non-convertible notes payable		2,438,308		2,659,519
Subtotal		5,509,705		5,098,475
Total	$	5,509,705	$	5,098,475

SCHEDULE OF DERIVATIVE LIABILITIES ASSUMPTIONS USING BLACK-SCHOLES OPTION

The change in fair value of the derivative liabilities on January 31, 2024, 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	0.16% to 0.2	%
Expected stock price volatility	Ranging from	155 to 270	%
Expected dividend payout		0
Expected life in years	Ranging from	0.25 to 3.0 Years
Expected life in years	Ranging from	0.25 to 3.0 Years

SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES

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

	January 31,			January 31,
	2024			2023
Balance, beginning of year	$	1,375,767		$	9,549,640
Derivative liability extinguished		(260,425	)		(336,418	)
Derivative financial liability arising on the issuance of convertible notes and warrants					-
Fair value adjustments		(82,515	)		(4,168,344	)
Balance, end of period	$	1,032,827		$	4,504,762

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Jan. 31, 2024

Fair Value Disclosures [Abstract]

SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES

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

	Fair Value at		Fair Value Measurement Using
	January 31, 2024		Level 1		Level 2		Level 3
Derivative liabilities	$	1,032,827		-		-	$	1,032,837

Fair values of financial liabilities as of April 30, 2022, are as follows:

	Fair Value at		Fair Value Measurement Using
	April 30, 2023		Level 1		Level 2		Level 3
Derivative liabilities	$	1,375,767		-		-	$	1,375,767

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Jan. 31, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Significant classes of property and equipment on January 31, 2024, and April 30, 2023, consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	January 31, 2024			April 30, 2023
Computer equipment, software and furniture	$	213,262		$	213,262
Less: accumulated depreciation		(213,262	)		(213,262	)
Net property and equipment	$	-		$	-

SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($)	3 Months Ended		9 Months Ended
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Product Information [Line Items]
Total	$ 36,736	$ 63,670	$ 151,433	$ 189,042
Information technology [Member]
Product Information [Line Items]
Total	30,071	60,120	128,142	173,559
New World Health [Member]
Product Information [Line Items]
Total	$ 6,665	$ 3,550	$ 23,291	$ 15,483

SCHEDULE OF ESTIMATED USEFUL OF PROPERTY AND EQUIPMENT (Details)	Jan. 31, 2024
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful of Property and Equipment	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful of Property and Equipment	7 years
Website Costs [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful of Property and Equipment	3 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful of Property and Equipment	5 years

GOING CONCERN MATTERS (Details Narrative) - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (66,791,131)	$ (66,150,857)
Working capital deficit	$ 9,761,571

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Debt Instrument [Line Items]
Subtotal	$ 5,509,705	$ 5,098,475
Total	5,509,705	5,098,475
Notes Convertible at Holders Option [Member]
Debt Instrument [Line Items]
Subtotal	2,735,697	2,103,256
Notes Convertible at Companys Option [Member]
Debt Instrument [Line Items]
Subtotal	335,700	335,700
Non Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Subtotal	$ 2,438,308	$ 2,659,519
Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	5.00%
Maximum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	20.00%

SCHEDULE OF DERIVATIVE LIABILITIES ASSUMPTIONS USING BLACK-SCHOLES OPTION (Details)	9 Months Ended
	Jan. 31, 2024
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Derivative liability, measurement input, expected dividend payout	0.16
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Derivative liability, measurement input, expected dividend payout	0.2
Measurement Input, Price Volatility [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Derivative liability, measurement input, expected dividend payout	155
Measurement Input, Price Volatility [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Derivative liability, measurement input, expected dividend payout	270
Measurement Input Dividend Payout [Member]
Debt Instrument [Line Items]
Derivative liability, measurement input, expected dividend payout	0
Measurement Input, Expected Term [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Derivative liability, measurement input, expected life	3 months
Measurement Input, Expected Term [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Derivative liability, measurement input, expected life	3 years

SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES (Details) - USD ($)	9 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Debt Disclosure [Abstract]
Balance, beginning of year	$ 1,375,767	$ 9,549,640
Derivative liability extinguished	(260,425)	(336,418)
Derivative financial liability arising on the issuance of convertible notes and warrants
Fair value adjustments	(82,515)	(4,168,344)
Balance, end of period	$ 1,032,827	$ 4,504,762

NOTES PAYABLE AND DERIVATIVES (Details Narrative) - USD ($)	9 Months Ended
	Jan. 31, 2024	Apr. 30, 2023
Debt Instrument [Line Items]
Balance of accrued interest	$ 1,642,104	$ 1,595,624
Increase of interest expenses	$ 46,480
Minimum [Member]
Debt Instrument [Line Items]
Common stock discount rate, percentage	30.00%
Maximum [Member]
Debt Instrument [Line Items]
Common stock discount rate, percentage	48.00%

LOANS PAYABLE TO RELATED PARTIES (Details Narrative) - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Related Party Transactions [Abstract]
Loans and notes payable	$ 615,537	$ 435,753

EQUITY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended					9 Months Ended	15 Months Ended
EQUITY TRANSACTIONS (Details Narrative) - USD ($)	Jan. 31, 2024	Oct. 31, 2023	Jul. 31, 2023	Jan. 31, 2023	Jul. 31, 2022	Jan. 31, 2024	Jul. 31, 2023	Apr. 30, 2023
Class of Stock [Line Items]
Preferred stock shares authorized	10,000,000					10,000,000		10,000,000
Preferred stock par value	$ 0.001					$ 0.001		$ 0.001
Common stock, shares authorized	750,000,000					750,000,000		750,000,000
Common stock, par value	$ 0.001					$ 0.001		$ 0.001
Common stock, shares issued	26,141,023					26,141,023		23,045,205
Common stock, shares outstanding	26,141,023					26,141,023		23,045,205
Cash value of stock sold		$ 3,875	$ 69,169		$ 94,999
Value of stock sold for services	$ 23,490			$ 37,595	245,381
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued		25,000	830,906	333,939		2,976,906
Cash value of stock sold		$ 25	$ 831			$ 243,875
Number of stock sold for services	149,989					497,995	1,594,960
Value of stock sold for services	$ 151			$ 334	$ 1,595	$ 48,491
Common Stock [Member] \| Series C And Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Conversion stock shares issued						767,578
Eleven Accredited Investors [Member]
Class of Stock [Line Items]
Sale of stock, shares						2,230,094
Sale of stock, value						$ 381,929
Accredited Investors [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued						346,995
Number of shares converted						1,861,000
Value of shares converted						$ 156,975
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized	35,850					35,850		35,850
Preferred stock par value	$ 100					$ 100		$ 100
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized	1,000					1,000
Liquidation value	$ 10,000					$ 10,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized	4,200,000					4,200,000		4,200,000
Preferred stock par value								$ 0.001
Liquidation value	$ 1.00					$ 1.00		$ 1
Number of shares issued conversion of perferred stock, shares						60,000
Number of shares issued conversion of perferred stock, value						$ 10,000
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized	2,000,000					2,000,000		2,000,000
Preferred stock par value	$ 0.001					$ 0.001		$ 0.001
Liquidation value	$ 1.00					$ 1.00		$ 1.00
Number of shares issued conversion of perferred stock, shares						536,824
Number of shares issued conversion of perferred stock, value						$ 134,206

SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES (Details) - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	$ 1,032,827	$ 1,375,767
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	$ 1,032,837	$ 1,375,767

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Property, Plant and Equipment [Abstract]
Computer equipment, software and furniture	$ 213,262	$ 213,262
Less: accumulated depreciation	(213,262)	(213,262)
Net property and equipment

WARRANTS (Details Narrative)	Jan. 31, 2024 USD ($) shares
Warrants
Warrants vested \| shares	9,229,370
Fair value adjustment of warrants \| $	$ 211,614

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		4 Months Ended	9 Months Ended
	Sep. 22, 2016	Jul. 22, 2016	Jan. 31, 2024	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Rent expenses			$ 54,000	$ 49,700
Lender [Member]
Property, Plant and Equipment [Line Items]
Promissory note amount		$ 8,365.00
Lender claiming total amount	$ 102,170.82
Lender Two [Member]
Property, Plant and Equipment [Line Items]
Promissory note amount			27,500.00
Lender claiming total amount		$ 5,000.00
Lender One [Member]
Property, Plant and Equipment [Line Items]
Promissory note amount			55,125.00
Executive Office Space [Member]
Property, Plant and Equipment [Line Items]
Rent expenses			$ 5,100

Sparta Commercial Services (PK) (USOTC:SRCO)
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