UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2004
SPARTA COMMERCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-9483 95-3502207
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
240 West 35th Street, Suite 402, New York, NY 10001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 239-2666
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Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange
Act (17 CFR 240.14d-2(d)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.313e-4(c)).
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in
Fiscal Year
(a) Certificate of Amendment
The Company filed a Certificate of Amendment to the Articles of Incorporation
with the Secretary of State of the State of Nevada reducing the Company's
authorized capital from 700,000,000 shares, of which 690,000,000 shares are
common stock and 10,000,000 shares are preferred stock, to 350,000,000 shares,
of which 340,000,000 shares are common stock and 10,000,000 shares are preferred
stock. In connection with the decrease in authorized capital, the Company is
effecting a 1:200 reverse stock split, followed immediately by a 25:1 forward
stock split. These actions are to become effective on December 27, 2004.
Section 8 - Other Events
Item 8.01 Other Events
In connection with the Company's change in authorized capital and the stock
splits, as described in Item 5.03 of this Report, effective December 27, 2004,
the trading symbol of the Company's common stock on the OTC Bulletin Board will
change from "SRTA" to "SRCO."
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description of Exhibit
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3(i) Certificate of Amendment
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPARTA COMMERCIAL SERVICES, INC.
Date: December 23, 2004
By: /s/ Anthony L. Havens
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Anthony L. Havens, President
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EXHIBIT 3(i)
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
Important: Read attached instructions before completing form.
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
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For Nevada Profit Corporations
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(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
SPARTA COMMERCIAL SERVICES, INC.
2. The articles have been amended as follows (provide article numbers, if
available):
4. CAPITAL STOCK: The total authorized capital stock of the corporation shall
consist of three hundred fifty million (350,000,000) shares, having a par value
of $0.001 per share, of which three hundred forty million (340,000,000) shares
shall be common stock of $0.001 par value each, and ten million (10,000,000)
shares shall be preferred stock of $0.001 par value each. The preferred stock
may be issued in one or more series at the discretion of the Board of Directors.
The Board of Directors is hereby vested with authority to fix by resolution or
resolutions the designations, powers, preferences, limitations, restrictions,
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including, without
limitation, the dividend or interest rates, conversion or exchange rights,
voting rights, redemption prices, maturity dates, liquidation preferences, and
similar matters, of any series of shares of preferred stock, and to fix the
number of shares constituting any such series, and to increase or decrease the
number of shares of any such series (but not below the number of shares thereof
then outstanding). In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series. (Continued on Attachment No. 1)
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 121,286,083.
4. Effective date of filing (optional): 12/27/04
5. Officer Signature (required): /s/ Anthony L. Havens
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. See attached fee schedule.
Nevada Secretary of State AM 78.385 Amend 2003
Revised on: 11/03/03
ATTACHMENT NO. 1
TO
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
SPARTA COMMERCIAL SERVICES, INC.
2. The articles have been amended as follows (provide article numbers, if
available): (Continued)
4. Capital Stock. (Continued)
On December 27, 2004, all outstanding shares shall be combined at the
reverse stock split rate of 1-for-200, with resulting fractional shares
payable in cash, and immediately followed by a forward stock dividend,
with all then-outstanding shares divided at the forward stock dividend
rate of 25-for-1 (24 new shares for each outstanding share). Payment
for fractional shares and forward stock dividend shares will be paid in
cash upon surrender of old stock certificates.