UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 incorporation or organization)		(I.R.S. Employer Identification No.)

555 Fifth Avenue, 14^th Floor, New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 239-2666

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

Title of each class		Trading symbol(s)		Name of exchange on which registered
Common Stock, par value $0.001		SRCO		~~OTC:PINK~~OTCQB

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

Common Stock, par value

$0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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 preceeding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted every Interactive Data File required to be submitted and posted pursuant to Rule 405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The aggregate market value of voting and non-voting common equity of the issuer held by non-affiliates, on April 30, ~~2024~~2025 was $~~962~~680,~~341~~143.

As of August 1413, ~~2024~~2025, we had 3441,~~727~~502,~~070~~464 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

SPARTA COMMERCIAL SERVICES, INC.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	116
Item 1B.	Unresolved Staff Comments	1926
Item 2.	Properties	19
Item 1C.	Cybersecurity	26
Item 3.	Legal Proceedings	19
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2027
Item 6.	Selected Financial Data	2128
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2128
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2633
Item 8.	Financial Statements and Supplementary Data	2734
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4552
Item 9A.	Controls and Procedures	4552
Item 9B.	Other Information	4653
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4754
Item 11.	Executive Compensation	4956
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5158
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5259
Item 14.	Principal Accountant Fees and Services	5259
Item 15.	Exhibits, Financial Statement Schedules	5360
Signatures		5562

Page 2 of 5562

PART I

ITEM 1. BUSINESS

General Overview

Sparta Commercial Services, Inc. (“Sparta,” “we,” “us,” or the “Company”) is a Nevada corporation with headquarters in New York, ~~City~~New York, (and a corporate website at www.spartacommercial.com), with subsidiary addresses in Stamford, CT. We ~~are~~operate as a multi-disciplined parent corporation across ~~operating~~four ~~across three~~primary business sectors: –FinTech Services, Financial Services, E-Commerce & Mobile Technology, and Health and Wellness. Our operations are conducted through wholly owned subsidiaries and joint ventures that provide specialized financing products, technology-driven solutions, and consumer wellness offerings.

Sparta’s ~~roots~~ origins are in the Powersports consumer finance industry., ~~The~~historically ~~Company~~providing ~~provided~~ retail installment loans and leases through authorized motorcycle dealerships in 33 states, ~~with~~supported by financing lines of credit ~~provided~~from by institutional lenders. ~~The~~We ~~Company~~built ~~also created~~ and maintained a full underwriting and servicing platform for ~~its~~our portfolio. ~~Notwithstanding~~until ~~the~~discontinuing our consumer loans and leases business ~~was discontinued post~~after the ~~Lehman Brothers collapse during the~~ 2008 financial crisis. In 2007, the Company introduced a new initiative, Municipal Financing, (www.spartamunicipal.com), which since inception and through the current date has provided financing 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~~I. ~~Whether a vehicle is intended~~ ~~for~~FINTECH ~~business or recreational use, Sparta’s Vehicle History Reports are highly regarded for accuracy and completeness and have been~~SERVICES ~~sold across all 50 states and in 62 countries worldwide. They provide a trusted layer of assurance to vehicle buyers and are available~~ onlineand at a range of various dealership websites and showrooms. They include Cyclechex (Motorcycle History Reports at www.cyclechex.com), RVchex (Recreational Vehicle History Reports at www.rvchex.com), and Truckchex (Heavy Duty Truck History Reports at www.truckchex.com). Consumers, retailers, auction houses, banks and insurance companies alike scrutinize title history reports for the vital information needed and factored into crucial business decisions regarding the sale, purchase, lease, insuring of or other financial transactions on these assets.

~~The~~Agoge ~~Company’s~~Global ~~E-Commerce and Mobile Technology subsidiary~~USA, ~~iMobile Solutions,~~ Inc., ~~provides~~– mobile technology services, (www.imobileapp.com), including web and mobile application creation, development and management for a wide range of businesses to help them increase revenue, build brand recognition, and improve customer engagement. Our everCross-~~broadening~~Border ~~business~~Trade ~~base~~Finance ~~of mobile applications includes vehicle dealerships~~ and ~~racetracks,~~Blockchain 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.

~~Page~~Formed in 3December 2022 as a subsidiary of 55Sparta Crypto, Inc., Agoge Global USA, Inc. (“Agoge”) was established to address inefficiencies in cross-border trade between the United States and Brazil. Agoge entered into a joint venture with WeDev Group Ltda., a Brazilian technology and blockchain development firm, to create and operate a comprehensive digital platform for international trade finance.

~~Sparta~~The ~~created~~joint ~~its~~venture subsidiary, New World Health Brands, Inc., in April 2019, on the heels of the Agriculture Improvement Act (also known as the Farm Bill), which was signed into law the previous December 20, 2018. Consequently, hemp (CBD) was removed from Schedule 1 of the Controlled Substances Act. Company management recognized the substantial business opportunity that lay ahead in the rapidly expanding hemp-CBD (cannabidiol) market in the United States. During 2019-2020, we sourced, developed ~~and tested 5 CBD product categories totalling 31 products. We procured premium~~EZBroker360, ~~domestic-grade,~~a ~~full~~blockchain-~~spectrum,~~enabled ~~broad-spectrum,~~platform ~~and~~utilizing ~~THC~~stablecoins ~~free hemp, created product packaging~~ and ~~labelling, and~~distributed ~~implemented~~ledger ~~fulfilment~~technology to launch an online B to C website in December of 2019. Effective March 31, 2023, management and the Board of Directors decided it was in the best interest of its shareholders to close its hemp-derived CBD product division based on the uncertainty of federal legalization that caused confusion and caution among distributors, retailers, and financial services companies in their efforts to embrace CBD and bring it to market.:

In response to the onset of the COVID 19 pandemic in early 2020 Sparta quickly undertook a thorough investigation into evolving customer trends in health and wellness. As a result, we expanded New World Health Brands and developed a new product line of natural dietary supplements. In August 2020, we launched an online B to C website: www.newworldhealthbrands.com where we sell high-~~quality dietary supplements, including vitamins and minerals, such as, Iodine for children and adults, Boron, copper/Zinc/Selenium,~~ ,Reduce ~~Magnesium,~~transaction ~~Spermidine,~~times ~~Vitamin~~from Bdays ~~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.hours;

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

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

~~MOBILE~~In ~~APPS~~addition to payment processing, EZBroker360 provides:

~~Sparta creates mobile applications (mobile apps) for small and medium~~-~~size businesses under the tradename iMobileApp. iMobileApp employs a subscription~~ ~~business~~Staged ~~model~~financing ~~and is positioned as a fast and affordable way~~ for ~~businesses to develop and launch a mobile app. The iMobileApp platform allows businesses to have a high-quality~~freightage, ~~fully~~customs ~~functioning custom mobile app often at a lower cost than traditional marketing efforts~~duties, and ~~typically at a significantly lower cost than a commercial quality website.~~taxes;

~~The Company~~- ~~has~~Assistance ~~developed~~with ~~and~~Brazilian ~~managed~~tax ~~mobile apps since 2011, creating hundreds of mobile apps for a wide variety of businesses for customers in 49 states~~ and ~~Canada.~~regulatory ~~We believe iMobileApp is the largest provider of mobile app technology to the Harley-Davidson dealership network in the United States.~~compliance;

~~Mobile apps are one of the most important digital tools that a consumer~~-~~facing~~ ~~business~~Import/export ~~can~~documentation employ. Smartphones and tablets are now the leading devices for accessing the internet, and it is estimated that upwards of 80% of mobile use time is dedicated to utilizing mobile apps. As consumers become more mobile, businesses are increasingly seeing the need to as well. Currently, the mobile app development industry serving small to medium-sized businesses is fragmented, and the Company believes that iMobileApp can become a brand leader in this category once the resources are in place to promote the product more widely.preparation;

~~Page~~- 4Industry ofintroductions 55and market entry facilitation; and

~~An iMobileApp~~- ~~provides~~Reselling ~~consumers easy access to a business website simply by touching the Company’s application icon. There is no need to search for or type in a web address. iMobileApp has dozens of basic~~ and ~~advanced~~distribution ~~functions,~~support ~~including providing businesses the ability to send a segmented promotional message that appears on the consumer’s mobile device front page, rather than~~ in ~~an email~~other ~~or text message~~jurisdictions. ~~It also offers “Geo-fencing,” a feature that allows businesses to message customers who are in the vicinity of their store or event, or even when visiting a competitor.~~

~~The~~Agoge ~~iMobileApp~~focuses ~~pricing~~on ~~model~~financing ~~includes~~gaps ain ~~modest~~trade ~~up-front~~transactions ~~development~~that ~~fee,~~are ~~and~~not antraditionally ~~auto-renewing~~served ~~monthly~~by ~~subscription~~conventional banks. ~~Once~~Since ~~a business launches an iMobileApp~~inception, the Company’s loan ~~provides~~deployment ~~them~~has ~~with~~reached ~~marketing~~$2 ~~tools~~million, tosupported ~~assist~~by ~~their~~repeat ~~customers~~client inengagement ~~downloading the mobile app from the Apple~~ and ~~Android~~organic ~~app stores~~referrals. ~~The~~Clients, ~~Company~~such ~~offers~~as ~~two~~Patta ~~levels~~Brazil, ofhave reported ~~on-going~~enhanced ~~maintenance~~cash ~~and~~flow ~~support.~~flexibility, ~~The~~increased ~~basic~~import ~~subscription provides training~~volumes, ~~technical~~ ~~support~~avoidance ~~and~~of ~~software~~demurrage ~~updates. The premium-priced program adds a fully managed feature~~fees, ~~allowing~~and ~~businesses~~operational toscaling. ~~contact~~Patta ~~iMobileApp~~Brazil’s ~~Customer~~CEO ~~Service~~has ~~who~~credited ~~will~~Agoge’s ~~initiate~~financing ~~campaigns,~~solutions ~~promotional~~for ~~messaging,~~supporting ~~and~~a ~~other~~projected ~~iMobileApp~~50% ~~features~~revenue onincrease ~~behalf~~and ofenabling ~~the~~additional ~~client~~hiring.

~~A partial~~Page ~~listing~~3 of ~~iMobileApp features includes:~~62

~~Mobile~~Building ~~Client~~on ~~Framework~~its ~~(“MCF”)~~technology -foundation, ~~Our~~the ~~mobile~~joint ~~client~~venture ~~framework~~has ~~software~~developed ~~allows~~iGoCards, usa tovirtual ~~provide~~card ~~customized~~and ~~apps~~expense ~~that~~management ~~can~~platform befor globally oriented ~~installed~~businesses. oniGoCards ~~the~~will ~~individual~~enable ~~mobile~~fund ~~devices~~loading via USD or stablecoins, incorporate multi-user controls, and ~~deployed~~offer ~~through~~advanced ~~the~~expense ~~Apple~~management features. A planned “Receive” capability will allow clients to manage both payables and ~~Android~~receivables, ~~app~~positioning ~~stores~~Agoge as a comprehensive financial ecosystem provider for international commerce.

~~Content~~II. ~~Management~~FINANCIAL System (CMS) -iMobileApp customers can use our web-based content management system to upload images to their mobile app, change text content, change colors, organize the order of tabs, and publish updates to the app.SERVICES

~~Customized~~b. ~~Registration~~Municipal ~~System~~and Non-Profit ~~iMobileApp~~Leasing ~~customers~~of ~~can~~Essential elect to present their users with a registration screen on startup that collects information such as first name, last name, email address and telephone number in order to track marketing information and push individual notification messages for future functionality.Equipment

~~Push~~In ~~Notification~~2007, ~~System~~we –launched Aour ~~direct~~Municipal ~~communication~~Financing ~~channel~~program ~~between~~(www.spartamunicipal.com), ~~businesses~~which continues to operate and ~~their~~has ~~mobile~~provided ~~app~~financing ~~users~~to over 100 jurisdictions nationwide. ~~Allows~~This ~~brands~~program tooffers ~~socialize directly~~equipment ~~with~~financing ~~their~~solutions ~~very~~for ~~best~~local ~~customers,~~and ~~anytime,~~state ~~anywhere~~government agencies, toas ~~build~~well as anonprofit ~~relationship~~organizations atthat acomply ~~one-to-one~~with ~~level~~Internal Revenue Code §501(c)(3). Eligible nonprofits include both public charities and private foundations.

~~Geo-Fencing~~Through ~~Feature~~this –program, ~~Allows~~we ~~businesses~~finance toessential ~~create~~equipment ansuch ~~invisible~~as ~~“message~~police ~~fence”~~motorcycles, ~~around~~cruisers, abuses, ~~specific~~fire ~~geographic~~trucks, ~~area.~~EMS ~~When~~vehicles, ~~their app~~and ~~users~~related ~~are~~public safety ~~within~~equipment. ~~the~~We ~~fenced~~are ~~area,~~a ~~the~~preferred ~~user~~financing ~~receives~~source afor ~~pre-programmed~~BMW ~~message~~Motorrad onUSA ~~their~~Police ~~device~~Motors. ~~This~~Financing is ~~especially~~offered ~~useful~~on ~~when~~a ~~businesses~~pass-through basis ~~have~~with ~~special~~a ~~promotions~~Midwest orbank. ~~events~~Marketing ~~they~~channels ~~would~~have ~~like~~included todirect ~~advertise~~outreach, totrade ~~nearby~~shows, ~~users~~targeted ~~who~~industry ~~are~~publications, ~~most~~and ~~likely~~referrals ~~to take advantage of them. Businesses~~from ~~can~~manufacturers, ~~also “geo-fence” around a competitor~~dealerships, ~~offering~~and ~~their~~existing ~~users~~municipal ~~special promotions before they enter the competitor’s venue~~clients.

~~Inventory Display Manager – Business can manage, display and sell from their inventory on their mobile app~~III. ~~Inventory can be integrated~~ ~~through a web link, hand~~E-~~key,~~COMMERCE or& ~~inventory~~MOBILE ~~management data feed.~~TECHNOLOGY

~~Event Manager – Business can manage and display upcoming events on their mobile app~~A. ~~Customers can view the event calendar, RSVP~~ ~~and~~iMobile ~~Inventory can be integrated through a web link~~Solutions, ~~hand-key, or inventory management data feed~~Inc.

~~Quick~~Our ~~Dial~~E-Commerce ~~Feature~~& –Mobile ~~Users~~Technology ~~tap~~segment ~~the~~operates ~~Quick~~through ~~Dial~~iMobile ~~option~~Solutions, ~~to get a list of the business phone numbers on their mobile phones~~Inc. ~~The~~(“iMS”), ~~user selects~~formerly ~~the~~Specialty ~~number to dial by putting their finger on the number~~Reports, Inc. ~~The~~iMS ~~business~~provides ~~can add, remove, and edit phone numbers that appear in~~ the ~~Quick Dial screen from their CMS.~~following:

~~Multi-Location~~Mobile ~~Management~~Application Development – ~~Business~~Through ~~can~~our ~~add~~“iMobileApp” brand (www.imobileapp.com), we create, host, and ~~manage~~maintain ~~multiple~~custom mobile ~~locations~~applications onfor ~~their~~small- ~~app,~~and ~~each~~medium-sized ~~with~~businesses ~~distinct~~across ~~hours~~a wide range of ~~operations~~industries, ~~user~~including ~~database~~vehicle dealerships, racetracks, private and ~~notification~~country ~~segmentation~~clubs, schools, restaurants, grocery stores, and entertainment venues. ~~Businesses~~Applications ~~pay~~incorporate ~~subscription~~advanced ~~fees~~features, including ~~for~~geo-fencing, ~~each~~push ~~location~~notifications, ~~they~~inventory ~~wish~~display, toevent ~~include~~management, inCRM ~~their~~integration, ~~app.~~and ~~Customers~~multi-location ~~can~~management. ~~use~~Our subscription ~~the~~model ~~client~~includes ~~customization~~development, ~~portal~~hosting, toupdates, ~~add~~and ~~locations~~optional tofully ~~their~~managed ~~mobile~~marketing ~~app~~services.

~~Page~~Website Design, 5Hosting, ofand 55SEO Services – We design, launch, maintain, and host websites for clients, incorporating search engine optimization (SEO), e-commerce integration, social media connectivity, and online review management. Each engagement includes a tailored marketing action plan.

~~Marketing~~Custom Software Development – This includes kitchen ordering systems for grocery stores and ~~Branding~~delicatessens, ofwith ~~iMobileApp~~payment integration, wireless printing, and text notification features.

~~Marketing~~Text ~~Materials~~Messaging -Platforms We– ~~provide~~Our ~~customized~~text ~~marketing~~messaging ~~materials~~platform ~~that~~enables ~~app~~clients ~~customers~~to ~~can~~create, ~~download~~schedule, and ~~display~~analyze ~~digitally~~marketing orcampaigns, ~~physically~~improving customer engagement and brand loyalty.

~~Embedded Product~~Page ~~Developer~~4 ~~and SRI Branding - The “about” screen~~ of the application contains information useful to the support of the product. It also contains a powered-by-the-product-developer logo and text. iMS can choose to use a different logo, but the powered-by-the-product-developer text remains on the “about” screen.62

~~App~~B. ~~store~~Vehicle ~~and~~History ~~Google Android Distribution - All native applications are deployed through the product developer’s App store and Android Market Place online accounts.~~Reports

~~Marketing~~iMS ~~information~~also -operates Ifour anSpecialty ~~app~~Vehicle ~~customer~~History ~~has~~Reports ~~enabled~~business, ~~first-time~~serving ~~user~~markets ~~data~~not ~~collection,~~fully ~~then~~addressed ~~that~~by ~~information~~major ~~will~~providers besuch ~~available~~as toCARFAX® or ~~the~~AutoCheck®. ~~app~~Our ~~customer on~~reports ~~their~~are ~~portal.~~marketed under:

~~WEBSITES~~- Cyclechex – Motorcycle history reports (www.cyclechex.com);

~~The Company~~- ~~designs,~~RVchex ~~launches,~~– ~~maintains~~Recreational ~~and~~vehicle ~~hosts~~history ~~websites~~reports ~~for businesses incorporating SEO~~ (~~search engine optimization), social media marketing, and online reviews to improve their presence online~~www. ~~We provide specific, tailored action plans for our clients’ websites that include services such as eCommerce, CRM (Customer Relationship Management~~rvchex.com); ~~development~~ and integration. This custom software not only helps businesses communicate with customers but can also be used for employees to communicate internally. The CRM software can be web based, integrated with a mobile app, or both. We work with clients to understand their unique needs and incorporate the features and requirements that are most important to them and will facilitate their business growth and success. Separately, the Company designs and builds custom kitchen ordering software for independent grocery stores, delicatessens, and other 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.

~~TEST~~- ~~MESSAGING~~Truckchex – Heavy-duty truck history reports (www.truckchex.com).

~~Additionally,~~These reports wecontain ~~offer~~data ~~text~~such ~~messaging~~as ~~services~~prior damage, ~~which~~ ~~supplement~~title ~~business~~brands, ~~marketing~~odometer ~~strategies~~readings, ~~both~~manufacturer tospecifications, ~~gain~~recall history, and ~~retain~~other ~~brand~~relevant factors, ~~loyalty~~sourced ~~among~~from ~~its~~governmental ~~clients~~and industry databases, ~~customers~~including ~~and~~the ~~investors.~~National ~~Our text~~Motor ~~messaging~~Vehicle ~~platform~~Title ~~allows~~Information ~~our~~System ~~clients~~(NMVTIS). toThey are ~~easily~~sold ~~manage~~online, ~~schedule~~through dealer networks, and ~~analyze~~in ~~text~~over ~~message~~60 ~~performance~~countries.

~~VEHICLE~~IV. ~~HISTORY~~HEALTH ~~REPORTS~~AND WELLNESS

~~The~~New ~~vehicle~~World ~~history~~Health ~~report group is currently marketing through its websites: Cyclechex Motorcycle History Reports (www.cyclechex.com)~~Brands, ~~RVchex~~ ~~RV History Reports (www~~Inc.rvchex.com), and Truckchex Heavy Duty Truck History Reports (www.truckchex.com). These reports contain valuable information for consumers, dealers, insurers, auction houses, and lenders. The information includes a vehicle’s history, such as disclosed damage, salvaged or rebuilt title brands, the number of previous owners, the last recorded odometer reading, the manufacturer’s original equipment, and OEM recall data. We assemble the data for these reports from multiple sources, including, but not limited to, governmental agencies, in order to provide the most current information available for the benefit of all interested parties. We believe our products offer a compelling value because they are priced modestly and we provide a no-hassle, 90-day and 100% money-back guarantee. We are confident that our Specialty Reports provide buyers and sellers the peace of mind that comes from being able to make an informed decision.

In ~~June~~August ~~2010~~2020, ~~iMobile~~NWHB ~~Solutions,~~begam ~~Inc.~~offering ~~entered~~nutritional ~~into~~supplements anin ~~exclusive~~response ~~five-year~~to ~~agreement~~shifting ~~with~~consumer apreferences Uduring the COVID-19 pandemic.S. ~~government~~Our product ~~authorized~~line ~~third~~includes high-~~party~~quality ~~distributor~~vitamins and minerals—such as iodine, boron, copper/zinc/selenium, magnesium, spermidine, vitamin ofB ~~on-line~~complex, ~~data~~vitamin ~~from~~C, ~~National~~and ~~Motor~~PQQ—sourced ~~Vehicle~~and ~~Title~~manufactured ~~System~~exclusively in the United States under strict quality standards. Products are sold via our e-commerce website (~~NMVTIS~~www.newworldhealthbrands.com) ~~for~~and ~~NMVTIS~~through ~~data~~marketplaces onincluding ~~motorcycles~~Amazon, ~~scooters~~Walmart, ~~ATVs~~TikTok, eBay, and ~~recreational vehicles~~Etsy. ~~This~~ ~~agreement~~NWHB ~~has~~products ~~been~~serve ~~renewed~~diverse ~~each~~health ~~year~~needs, onfrom aathletic ~~year-~~performance and general wellness to anti-~~year~~aging ~~basis~~and skincare.

NMVTIS is an information system that federal law required the United States Department of Justice establish to provide an electronic means to verify vehicle title, brand, and theft data among motor vehicle administrators, law enforcement officials, prospective purchasers and insurance carriersIV. ~~NMVTIS was initially authorized in the Anti-Car Theft Act of 1992 and reauthorized by the Anti-Car Theft Improvements~~ ~~Act~~COMPETITIVE of 1996. After passage of the 1996 reauthorization, responsibility was transferred from the U.S. Department of Transportation to the U.S. Department of Justice. The NMVTIS system is a Department of Justice program currently operated by the American Association of Motor Vehicle Administrators (AAMVA). The system also provides a means for states to share title information in order to prevent fraud and other crime.POSITIONING

~~Page~~We 6believe ofour 55targeted focus in underserved markets provides distinct competitive advantages:

~~NMVTIS~~- ~~was~~Fintech ~~created~~Services ~~to:~~– Our staged-based trade finance solution offers specialized financing not widely available from traditional lenders.

●- ~~Prevent~~Financial ~~the~~Services ~~introduction~~– orOur ~~reintroduction~~municipal leasing program offers custom financing solutions to municipalities, schools, and non-profit organizations nationwide for all of ~~stolen~~their ~~motor~~essential ~~vehicles~~equipment ~~into~~needs. - ~~interstate~~E-Commerce ~~commerce~~& ●Mobile ~~Protect~~Technology ~~states,~~– ~~consumers~~Our ~~(both~~mobile ~~individual~~application and ~~commercial)~~website products provide cost-effective, ~~and~~customizable ~~other~~solutions for ~~entities~~small- ~~from~~and ~~fraud~~medium-sized ●businesses, ~~Reduce~~backed ~~the~~by ~~use~~industry-specific ofexpertise. - ~~stolen~~Vehicle ~~vehicles~~History ~~for~~Reports ~~illicit~~– ~~purposes~~Our ~~including~~products ~~funding~~address ofspecialty ~~criminal~~vehicle ~~enterprises~~categories ●not ~~Provide~~fully ~~consumer~~served ~~protection~~by ~~from~~the ~~unsafe~~dominant ~~vehicles~~automotive report providers.

~~NMVTIS information is supplied by state motor vehicle agency records and entire sectors (e.g., insurance, auto recyclers/junk/salvage, etc.) addressed by the Anti~~-~~Car~~ ~~Theft~~Health Act. As opposed to purchasing information from specific businesses or companies, entities are required to provide specific information to NMVTIS in a specific format. NMVTIS is intended to serve as a reliable source of title and ~~brand~~Wellness ~~history for~~– ~~automobiles,~~Our ~~motorcycles and other vehicles~~U. ~~However, there are certain pieces of vehicle history data that NMVTIS’ database does not contain; for example, a vehicle’s repair history~~S.-sourced ~~Currently~~supplement ~~the~~line ~~data~~appeals ~~provided~~ to ~~NMVTIS~~consumers byseeking ~~states is provided in a variety of time frames; while some report and update NVMTIS data in real-time (as title transactions occur) others send updates less frequently~~premium, ~~such~~ astransparently ~~once~~sourced ~~every 24 hours or within a period of days~~products.

~~Cyclechex~~We ~~Motorcycle~~compete ~~History~~on ~~Reports~~the basis of service quality, niche market focus, and the ability to develop and deploy proprietary technology solutions across multiple industries. of the RV space and do not intend to compete directly with either CarFax® or AutoCheck®.

~~Cyclechex Motorcycle~~Page ~~History~~5 ~~Reports (Cyclechex.com) contain valuable information for consumers, motorcycle dealers, insurers, auction houses, and lenders including verifying the specific make, model, and year~~ of ~~a pre-owned motorcycle.~~62

For consumers looking to buy a pre-owned motorcycle or a retail motorcycle dealer considering a trade-in or the purchase of other used motorcycles, a Cyclechex Motorcycle History Report can be invaluable. Moreover, for those dealers who want to provide a higher level of confidence to a potential buyer about the true history of the motorcycle being considered for purchase, the Cyclechex Motorcycle History Report is an outstanding sales support tool.

Our system extracts information from multiple sources, including, but not limited to, governmental agencies, in order to provide the most current information available for the benefit of all interested parties. With a no-hassle, 90-day, 100% money-back guarantee, and at a modest cost, a Cyclechex Motorcycle History Report provide buyers and sellers peace of mind for decision-making. This critical information is available to any interested party by entering a seventeen digit Vehicle Identification Number (VIN) on our website. Reports are available on vehicles dating back to model year 1981.

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RVchex Recreational Vehicle History Reports

RV History Reports (RVchex.com) contains important and valuable information about any reported damage, salvage, and other relevant data on pre-owned RVs. Our system extracts information from multiple data sources, including, but not limited to, government agencies throughout the United States. RVchex.com delivers up-to-date, accurate information to consumers, RV dealers, lenders, insurers, and other interested parties, and we offer a no-hassle, 100% money-back guarantee. This critical information is available to any interested party by entering a seventeen digit Vehicle Identification Number (VIN) on our website.

Truckchex Heavy Duty Truck History Reports

The Truckchex Heavy Duty Truck History Report (Truckchex.com) contains valuable information for truck drivers, trucking companies, dealers, insurers, auction houses, and lenders, including whether a specific pre-owned commercial truck has any previously reported damage, recorded accidents, post-accident inspections, inspection violations, the last recorded odometer reading, any salvage or damaged titles, the manufacturer’s original equipment, and OEM recall data. Our system extracts information from multiple data sources, including, but not limited to, governmental agencies throughout the United States. Truckchecks.com delivers up-to-date, accurate to consumers, truck dealers, lenders, insurers, and other interested parties, and we offer a no-hassle, 100% money-back guarantee. This critical information is available to any interested party by entering a seventeen digit Vehicle Identification Number (VIN) on our website.

Each of our four-vehicle history reports search government databases for over 90 types of vehicle title problems and over 28 million Salvage or Loss title records. Our reports provide some, if not all, of the following information:

Crushed Vehicles

Disclosed Damage

Last Recorded Odometer Reading

Manufacturers’ Recall History

Manufacturers’ Specifications

Multi-State Searches

Rebuilt Titles

Salvage-Stolen Titles

Salvaged or Damaged Titles

VIN Decoding

Crash Data

Inspection Data

MUNICIPAL AND NON-PROFIT LEASING OF ESSENTIAL EQUIPMENT

We continue to offer an equipment-leasing product for local and state agencies as well as non-profit organizations throughout the country seeking a better and more economical way to finance their essential equipment needs. Through this program, the equipment we finance includes, but is not limited to, police motorcycles, cruisers, buses, fire trucks, and EMS equipment. We are currently a preferred provider listed on the BMW Motorrad USA Police Motors site as a suggested financing source for law enforcement agencies. We are planning to expand our roster of equipment manufacturers and the types of equipment we lease to this market. Financing is offered on a pass through basis with a Midwest bank.

NEW WORLD HEALTH BRANDS - WELLNESS

Our Wellness products feature 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. In addition to our B to C website: www.newworldhealthbrands.com, our Wellness products are also offered on on-line marketplaces such as Amazon, Walmart, and Etsy. The versatility of our product line allows us to cater to a diverse audience. From aiding young individuals in healthy growth and athletic performance to promoting general health and hormonal balance for adults and elders, and even addressing anti-aging and skincare needs, we offer different products which address a variety of needs. This unique advantage empowers us to connect with a wide spectrum of age groups and genders, paving the way for a robust brand presence. We continue to study the market as we consider new products to add to our offerings.

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Strategic Advantage

As a subsidiary of Sparta, NWHB benefits from the parent Company’s ability to support its on demand web/mobile application development/maintenance, accounting, corporate governance, and real time customer support across the NWHB product line. This relationship results in significant time and cost efficiencies and fosters a mutually beneficial parent/subsidiary relationship.

MARKETING AND SALES

Our marketing starts with product development. We create compelling products that: (i) in the case of iMobile Solutions, Inc. and iMobileApp, provide a variety of small to mid-sized businesses with a state-of-the-art website and mobile application solutions, and (ii) in the case of our four vehicle history report products, provide historical title information that assists consumers in purchase decision-making and dealers, auction houses, or other entities in making a sale or evaluating a vehicle.

iMobile Solutions, Inc. (iMS)

The primary marketing objective for iMS is to continue penetrating new business verticals and to be a leader in mobile app development for growing businesses. While an iMobileApp can benefit any business, the Company identifies and focuses marketing efforts on specific verticals, currently comprised of vehicle dealers, country clubs, racetracks, restaurants, and similar industries with similar charactistics, to build a presence in certain industries and become the “go-to” mobile app developer for those markets. As we continue to target franchised vehicle dealers by type of product and manufacturer by specifically approaching each dealership in their dealer network to promote our iMS mobile application we are gaining market share of the vehicle dealer marketplace. By selling our mobile applications throughout one manufacturer’s dealer network, we benefit from “word of mouth” referrals while building a recognizable presence in that market.

iMobileApp (iMA)

There are two primary areas of focus to continue gaining market share for iMA – digital marketing and targeted sales efforts.

The digital marketing strategy is predicated on the fact that the business mobile app marketplace is emerging and highly fragmented. In parallel, the web is not yet dominated by any one business mobile app competitor. Our strategy is to build a strong digital web presence that will help grow our business in the short term, and establish iMA as the market leader in web search as the industry consolidates. The cornerstone of our digital strategy is a state-of-the-art web management platform (see www.iMobileApp.com) that is highly search engine optimized (SEO) in structure and content. Page rank and traffic will increase over time as we support the website with traffic building efforts through blogging, social networking, ad-clicks, remarketing, and continual technical and content optimization. The goal is to have a leading market share in organic and accidental search for businesses seeking mobile application solutions.

Targeted sales and marketing efforts will be employed against key categories that have an established high level of acceptance for mobile apps and/or in which iMA has already established market share. Efforts will include inside sales calls, email campaigns, category trade association marketing, and customer referrals.

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Vehicle History Reports

The vehicle categories that we are targeting - motorcycles, recreational vehicles and commercial trucks – are not the focus of our largest competitors (CARFAX®, AutoCheck®). Distribution in the vehicle history reports industry is web-based, and digital competition in our targeted categories is relatively weak and fragmented. Our digital strategy is to become the leading search result for consumers seeking information on used powersports vehicles RV’s, and heavy-duty trucks. We employ an advanced web management platform that is highly search engine optimized (SEO). Our goal is to increase page rank and traffic over time with traffic building efforts through blogging, social networking, ad-clicks, remarketing, and continual technical and content optimization.

This area has considerable opportunity to increase brand awareness and grow traffic through product development, targeted marketing programs and strategic partnerships.

Sales and Customer Support

An internal team is responsible for closing sales on leads generated from web inquires, email responses, inside sales calls and customer referrals. A future sales team will target businesses, trade associations, national chains, manufacturers, vehicle dealers and vehicle auction houses.

Customer service is based in our New York City office.

Municipal and Non-Profit Leasing

In 2011, the Company launched a website (www.spartamunicipal.com) exclusively dedicated to the Company’s municipal business line that began in 2007. With this site, agency heads, police and fire department chiefs, dealerships, and other municipal financing decision makers as well as non-profits have direct online access to information about the Municipal Lease Program, including how it benefits governmental agency economic interests, and specifics about terms and options. Marketing efforts, when budgets allow, include attending tradeshows, advertising in industry publication, direct mail/email campaigns, and indirect marketing such as referrals by prior municipal customers or dealerships. Sparta’s municipal program is also included in the corporate sites of Harley-Davidson© and BMW Motorrad USA Police Motors for government fleet leasing which results in direct inquiries from municipalities.

New World Health Brands – Wellness

Our initial marketing strategy has been a direct-to-consumer online sales approach via our website www.newworldhealthbrands.com within the United States, by using e-commerce to reach consumers to introduce and guide them through the Wellness buying process. Starting with a solid foundation of content and robust product offerings, our marketing strategy will continue to be supplemented with social media exposure, (Facebook and Instagram). Our marketing strategy centers on expanding our presence across various marketplaces. We have successfully established ourselves on prominent platforms like Amazon, Walmart, Etsy, and eBay. Additionally, we remain steadfast in our pursuit of emerging avenues that can further amplify our market reach. Our next phase focuses on enhancing our social media footprint through consistent content creation, responsive audience engagement, and strategic collaboration with influencers. Our overarching objective is to disrupt the supplement industry, placing paramount importance on customer well-being and community integration. Our commitment transcends mere transactions; we are driven by a mission to guide our customers in making informed choices for their wellness journey. As New World Health Brands continues to experience growth, our aspiration is to become the go-to destination for reliable and effective wellness solutions.

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Using data collection and customer analysis from e-commerce sales will continue to be a significant component of NWHB’s marketing strategy. Direct-to-consumer e-commerce sales give an unprecedented opportunity to gain significant insight into how to better support the customer based on data, including buying habits, purchase frequency, and in many cases, how the product is being used, whether it be general wellness, health conditions, etc. By building customer trust with a focus on premium, quality products and live customer service, we expect to become a well-recognized brand. Through our own social media and blogging platforms, management expects New World Health Brands will continue to grow organic sales and revenue by promoting our products as trusted brands for consumers who desire premium Wellness products.

Competition

While there are numerous entities offering customized mobile apps, we believe that iMobileApp is a leading pre-packaged customizable mobile app for small to medium sized business, such as restaurants, country clubs, social clubs, racetracks, grocery stores, agriculture dealers, vehicle dealers, and more, at a price point significantly below other vendors of customized apps for these industries.

Because of our strong commitment to customer service and our compelling product, we believe that our iMobileApp product can be effectively and competitively marketed once the resources are in place to promote the product more widely.

The two major providers of used automobile history reports, CARFAX® and AutoCheck® do not provide motorcycle, recreational vehicle or heavy-duty truck history reports. In fact, CARFAX® states on their website FAQ’s that their database contains records primarily of cars and light trucks and “for heavy trucks, RVs, or motorcycles, CARFAX® recommends checking with your DMV, enthusiast forums, and of course a pre-purchase vehicle inspection.” AutoCheck® states on its web site “AutoCheck® only reports on information for cars and light trucks.” We have not identified direct competition of the RV space and do not intend to compete directly with either CarFax® or AutoCheck®.

Employees

As of April 30, ~~2024~~2025, we had four full-time employees and three part-time employees.

ITEM 1A. RISK FACTORS

The Company’s forward-looking statements are subject to uncertainties and risks, among them the adverse effects of the COVID-19 pandemic. The Company’s operations — from supply chain and distribution – are impacted by government regulations and legislation, the economic landscape, revenue fluctuations, diminished customer base, competing products, regulatory changes, common share price volatility, availability of capital, successful integration of new businesses, and including but not limited to risks and uncertainties discussed under the heading “Risk Factors” in this MD&A and the Company’s other filings with the SEC. The impact of any risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company’s future course of action depends on Management’s assessment of all relevant information available at the time. Except to the extent required by law, the Company assumes no obligation to publicly update or revise any forward-looking statements made in this MD&A, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements.

We are subject to certain risks and uncertainties in our business operations that are described below. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations.

Risks Related To Our Financial Condition

We have a history of operating losses.

Through our fiscal year ended April 30, ~~2024~~2025, we have incurred significant expenses and have sustained significant losses. We have an accumulated deficit of $6668,~~795~~918,~~350~~984 at April 30, ~~2024~~2025 and a negative working capital of $9,~~008~~569,~~519~~218.

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Our business requires additional amounts of capital, and we will need to obtain additional financing in the near future.

To expand our business, we need raise additional capital to support our operations until we become cash flow positive. We will have to raise approximately $1 million over the next twelve months to support our business. As our business grows, we will need to seek additional financing to fund growth. There can be no assurance that we will have sufficient capital or be able to secure credit facilities when needed. The failure to obtain additional funds, when required, on satisfactory terms and conditions, would have a material and adverse effect on our business, operating results, and financial condition, and ultimately could result in the cessation of our business.

To the extent that we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. In addition, any new equity securities may have greater rights, preferences or privileges than our existing common stock. A material shortage of capital will require us to take drastic steps such as reducing our level of operations, disposing of selected assets or seeking an acquisition partner. If cash is insufficient, we will not be able to continue operations.

We have a significant amount of debt which could impact our ability to continue to implement our business plan.

We have incurred total liabilities of $911,~~756~~349,~~277~~644 as of April 30, ~~2024~~2025. Unless we can restructure some or all this outstanding debt, and raise sufficient capital to fund our continued development, we will be unable to pay these obligations as our current operations do not generate significant revenue.

Our auditor’s opinion expresses doubt about our ability to continue as a “going concern”.

The independent auditor’s report on our April 30, ~~2024~~2025, and April 30, ~~2023~~2024 consolidated financial statements state that our historical losses raise substantial doubts about our ability to continue as a going concern. We cannot assure you that we will be able to generate revenues or maintain any line of business that might prove to be profitable. Our ability to continue as a going concern is subject to our ability to generate a profit or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales, or obtaining credit lines or loans from various financial institutions where possible. If we are unable to develop our business, we may have to discontinue operations or cease to exist, which would be detrimental to the value of our common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.

Risks Related to the Company

We are a small company in the information technology business.

We are a relatively new entrant into the businesses of providing vehicle history reports and building mobile apps. We indirectly compete with major, well capitalized, suppliers of automobile history reports. While these companies do not presently offer motorcycle or RV history reports, there is no guaranty they will not do so in the future. Many small “players” characterize the mobile app development business. While we believe we are better suited to build, service, and market mobile apps than our competitors, there is no assurance that we can continue to do so.

We will require additional capital to implement our business plan and marketing strategies which we may be unable to secure.

Under our business plan, we intend to build and expand our operations substantially over the next several years. Our cash on hand is insufficient for our operational needs. We therefore need additional financing for working capital purposes and to grow our business. There is no assurance that additional financing will be available on acceptable terms, or at all. If we fail to obtain additional financing as needed, we may be required to reduce or halt our anticipated expansion plans and our business and results of operations could be materially, adversely affected. There can be no assurance that additional financing will be available on terms deemed to be acceptable by us, and in our stockholders’ interests.

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We face security risks related to our electronic processing of sensitive and confidential customer and associate data.

Given the nature of our business, we and/or our service providers collect process and retain sensitive and confidential customer data, including credit card information. Despite our current security measures, our facilities and systems, and those of our third-party service providers, may be vulnerable to information security breaches, acts of vandalism, computer viruses or other similar attacks. An information security breach involving the disclosure of confidential data could damage our reputation and our customers’ willingness to shop on our websites, and subject us to possible legal liability. In addition, we may incur material remediation costs as a result of an information security breach, including liability for stolen customer or associate data, repairing system damage or providing credit monitoring or other benefits to customers or associates affected by the breach.

We could be harmed by data loss or other security breaches

As a result of our services being web-based and the fact that we process and/or our service providers, store and transmit large amounts of data, including personal information, for our customers, failure to prevent or mitigate data loss or other security breaches, including breaches of our vendors’ technology and systems, could expose us or our customers to a risk of loss or misuse of such information, adversely affect our operating results, result in litigation or potential liability for us and otherwise harm our business. We use third party technology and systems for a variety of reasons, including, without limitation, encryption and authentication technology, employee email, content delivery to customers, back-office support and other functions. Although we and our service providers have developed systems and processes that are designed to protect customer information and prevent data loss and other security breaches, such measures cannot provide absolute security.

A variety of factors and economic forces may affect our operating results.

Our operating results may differ from current forecasts and projections significantly in the future because of a variety of factors, many of which are outside our control. These factors include, without limitation, the receipt of revenues, which is difficult to forecast accurately, the amount and timing of capital expenditures and other costs relating to the expansion of our operations, the introduction of new products or services by us or our competitors, borrowing costs, pricing changes in the industry, technical difficulties, general economic conditions, and economic conditions specific to our marketplace. The success of an investment in a vehicle history report and mobile app-based venture is dependent, at least, in part, on extrinsic economic forces, including the supply of and demand for such services. No assurance can be given that we will be able to generate sufficient revenue to cover our cost of doing business. Furthermore, our revenues and results of operations will be subject to fluctuations based upon general economic conditions. Economic factors like unemployment, interest rates, and the availability of credit generally, municipal government and corporate budget constraints affecting equipment and technology purchases, the rate of inflation, and consumer perceptions of the economy may affect the volume of history report purchases.

We are dependent on our management and the loss of any officer could hinder our implementation of our business plan.

We are heavily dependent upon management, the loss of any one of whom could have a material adverse effect on our ability to implement our business plan. While we have entered into an employment agreement with our Chief Executive Officer, this employment agreement could be terminated for a variety of reasons. We do not presently carry key man insurance on the life of any employee. If, for some reason, the services of management, or of any member of management, were no longer available to us, our operations and proposed businesses and endeavors may be materially adversely affected. Any failure of management to implement and manage our business strategy may have a material adverse effect on us. There can be no assurance that our operating and financial control systems will be adequate to support our future operations. Furthermore, the inability to continue to upgrade the operating and financial control systems, the inability to recruit and hire necessary personnel or the emergence of unexpected expansion difficulties could have a material adverse effect on our business, financial condition or results of operations.

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Our business is dependent on intellectual property rights and we may not be able to protect such rights successfully.

Our intellectual property, including our license agreements and other agreements, which establish our rights to proprietary intellectual property, our Cyclechex, RVchex, and Truckchex vehicle history reports and our SMA and iMA mobile apps are of great value to our business operations. Infringement or misappropriation of our intellectual property could materially harm our business. We rely on a combination of trade secret, copyright, trademark, and other proprietary rights laws to protect our rights to this valuable intellectual property. Third parties may try to challenge our intellectual property rights. In addition, our business is subject to the risk of third parties infringing or circumventing our intellectual property rights. We may need to resort to litigation in the future to protect our intellectual property rights, which could result in substantial costs and diversion of resources. Our failure to protect our intellectual property rights could have a material adverse effect on our business and competitive position.

COVID-19.

In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic.

COVID-19 has impacted some of our customers. Our business, results and financial condition will depend on current and future developments, which are highly uncertain and cannot be predicted at this time. While the Company’s day-to-day operations beginning March 2020 have been impacted, we have suffered less immediate impact as most staff could work remotely during the height of the pandemic and can continue to develop our product offerings. Post-pandemic, we have adjusted our employees’ schedules to allow for both remote and non-remote hours as needed. Notwithstanding, revenues relating to mobile applications in certain verticals such as dealerships and racetracks fell and resulted in ~~forebearance~~forbearance or cancellations during the pandemic.

Risks Related to our Subsidiary, New World Health Brands, Inc. (NWHB)

NWHB has limited operating history.

NWHB is still in an early phase and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development, with low barriers to entry. NWHB may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

We need to raise additional capital to meet our future business requirements, and such capital raising may be costly or difficult to obtain and could dilute current stockholders’ ownership interests.

At this time, we have not secured or identified any additional financing to support NWHB. We do not have any firm commitments or other identified sources of additional capital from third parties or from our officers and directors or from other shareholders. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing will involve dilution to our existing shareholders. If we do not obtain additional capital on terms satisfactory to us, or at all, it may cause us to delay, curtail, scale back or forgo some or all of our business operations, which could have a material adverse effect on our business and financial results and investors would be at risk to lose all or a part of any investment in our Company.

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Our future success will depend on our ability to increase revenues.

The market for health, wellness and performance products is large, highly fragmented and intensely competitive. Current and prospective participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, online merchants, mail-order companies and a variety of other smaller participants. We believe that the market is also highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. In the United States, we compete for sales with heavily advertised national brands manufactured by large pharmaceutical and food companies, as well as other brands, some of which have greater market presence, both brick and mortar and online, name recognition and financial, marketing and other resources, including some competitors that may spend more aggressively on advertising and promotional activities than we do. In addition, as some products become more mainstream and achieve broader distribution, we may experience increased price competition and adverse impacts to category share and growth for those products as more participants enter the market or we otherwise fail to retain market share. Further, if we fail to build out our e-commerce platform or fail to provide our customers with a desired omni-channel experience, we may lose business to online retailers with a more robust and engaging e-commerce platform. Further, the ability of consumers to compare prices on a real-time basis through the use of smartphones and digital technology puts additional pressure on us to maintain competitive pricing. We compete in multiple product categories and sales channels, including traditional large store and specialty store formats, mass merchants, and catalog; and increasingly internet-based and direct-sell retailers and vendors. Many factors affect the extent to which competition could affect our results, including as it relates to pricing, quality, assortment, marketing, promotions and advertising, service, locations, capital expenditures, category share and reputation, and prolonged competitive pressures, any of which could have a material effect on our results of operations. In order to be successful, we must increase our revenues from the sale of our products to individuals and marketing affiliates. In order to increase our revenues, we must successfully:

	●	create and implement a marketing plan to attract individuals and retailers to our Wellness products;
	●	increase traffic to our website by developing relationships with popular websites;
	●	convert online visitors to clients;
	●	attract, retain, and motivate qualified personnel with marketing and product development experience to serve in various capacities, including sales and marketing positions;
	●	respond effectively to competitive pressures from other providers of Wellness products;

If we are not successful in the execution of these strategies, our business, results of operations and financial condition will be materially adversely affected.

NWHB has losses which we expect to continue and there is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably or are unable to raise additional funds, we may consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination to increase business.

Many of our existing competitors, as well as several potential competitors, may have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, and marketing resources than we do. This may enable them to respond more quickly to new or emerging consumer demands, or to devote greater resources to the development, promotion, and sale of their products than we can. These competitors and potential competitors may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential employees. In addition, current and prospective competitors may establish cooperative relationships among themselves or with third parties to improve their ability to address the needs of our existing and prospective customers. If these events occur, they could have a materially adverse effect on our revenue. Increased competition could also result in price reductions, reduced margins or loss of market share, any of which would adversely affect our business, results of operations and financial condition. See “Description of Business” and “Competition.”

We also believe our ability to compete depends on several factors outside of our control, including:

	●	the prices at which others offer competitive products, including aggressive price competition and discounting;
	●	the ability of our competitors to undertake more extensive marketing campaigns than we can; and
	●	the extent of our competitors’ responsiveness to customer needs.

In order to be competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace. We must establish our name as a reliable and constant source of the highest quality products.

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We may not be successful in increasing our brand awareness which would adversely affect our business, result of operations, and financial condition.

Our future success will depend, in part, on our ability to increase the brand awareness of our website and the products we offer. If our marketing efforts are unsuccessful or if we cannot increase our brand awareness, our business, financial condition, and results of operations would be materially adversely affected. In order to build our brand awareness, we must succeed in our marketing efforts, provide high quality products and increase traffic to our website.

We may not be able to successfully manage our growth.

For NWHB to succeed, it needs to experience significant expansion. There can be no assurance that it will achieve this expansion. This expansion, if accomplished, may place a significant strain on the Company’s management, operational and financial resources. To manage any material growth, the Company will be required to implement operational and financial systems, procedures and controls. It also will be required to expand its finance, administrative and operations staff. There can be no assurance that the Company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased level. The Company’s failure to manage growth effectively could have a material adverse effect on its business, results of operations and financial condition.

If we do not successfully establish and maintain our brand as highly trusted and respected or are unable to attract and retain clients, we could sustain loss of revenues, which could significantly affect our business, financial condition, and results of operations.

In order to attract and retain a client base and increase business, we must establish, maintain and strengthen our name and the products we provide. In order to be successful in establishing our reputation, clients must perceive us as a trusted source for quality products and customer service. If we are unable to attract and retain clients with our current marketing plans, we may not be able to successfully establish our name and reputation, which could significantly affect our business, financial condition and results of operations.

Uninsured Losses

NWHB may obtain comprehensive insurance, including liability, fire and extended coverage, as is customarily obtained by business entities. Certain types of losses of a catastrophic nature, however, such as losses from floods, tornados, thunderstorms, hurricanes and earthquakes, are uninsurable or not economically insurable to the full extent of potential loss. Other uninsurable events such as “Acts of God”, work stoppages, pandemics, regulatory actions, or other causes, could interrupt operations and adversely affect NWHB’s results of operations.

RISKS RELATED TO OUR INDUSTRY

We are dependent on third party merchant credit card processors.

Our future success will depend, in significant part, upon third party credit card processing firms. Loss of our merchant services credit card processing firm and the inability to rapidly replace that firm could have a substantial negative effect on our business.

We are dependent on the Internet infrastructure.

Our future success will depend, in significant part, upon the maintenance of the various components of the Internet infrastructure, such as a reliable backbone network with the necessary speed, data capacity and security, and the timely development of enabling products, such as high-speed modems, which provide reliable and timely Internet access and services. To the extent that the Internet continues to experience increased numbers of users, frequency of use or increased user bandwidth requirements, we cannot be sure that the Internet infrastructure will continue to be able to support the demands placed on it or that the performance or reliability of the Internet will not be adversely affected. Furthermore, the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure or otherwise, and such outages or delays could adversely affect our website and the websites of our co-branded partners, as well as the Internet service providers and online service providers our customers use to access our services. In addition, the Internet could lose its viability as a commercial medium due to delays in the development or adoption of new standards and protocols that can handle increased levels of activity. We cannot predict whether the infrastructure and complementary products and services necessary to maintain the Internet as a viable commercial medium will be developed or maintained. The threat of hacking is an ongoing one and to the best of our ability we will monitor our servers, maintain up-to-date anti-virus and anti-malware programs and keep our employees advised as to proper computer security.

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Risks Related to Investment in our Company

The market for our common stock could be volatile and could decline when you want to sell your holdings.

Our common stock trades on the ~~OTC~~OTCQB ~~Pink~~ under the symbol SRCO. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include but are not limited to: (i) actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investor; (ii) changes in financial estimates by us or by any securities analysts who might cover our stock; (iii) speculation about our business in the press or the investment community; (iv) stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry; (v) our potential inability to pay back outstanding notes or debentures, or contractual obligations related to the cancellation thereof; (vi) investor perceptions of our respective industries in general and our company in particular; (vii) the operating and stock performance of comparable companies; (viii) general economic conditions and trends; (ix) major catastrophic events; (x) announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures; (xi) changes in accounting standards, policies, guidance, interpretation or principles; (xii) sales of our common stock, including sales by our directors, officers or significant stockholders; and (xiii) additions or departures of key personnel.

Moreover, securities markets may from time-to-time experience significant price and volume fluctuations for reasons unrelated to operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our company at a time when you want to sell your interest in us.

Our common stock will be subject to the “penny stock” rules of the SEC, which may make it more difficult for stockholders to sell our common stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit an investor’s ability to sell our common stock in the secondary market.

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We are subject to variable conversion prices and adjustments related to certain of our convertible notes and our common stock purchase warrants which could cause significant dilution to stockholders and adversely impact the price of our common stock.

Certain of our securities are subject to variable conversion prices and adjustments. As a result, future conversion of debt into shares of common stock or issuance of new convertible debt may result in significant dilution to our shareholders. There were approximately 42 million potential shares at April 30, ~~2024~~2025. The number of potential shares will likely vary based on fluctuations in the trading price of our stock. We are negotiating potential settlements of debt to reduce the number of potential shares. (SEE ITEM # 3 LEGAL PROCEEDINGS).

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results and stockholders could lose confidence in our financial reporting.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls, could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price. Because of our limited resources, management has concluded that our internal control over financial reporting may not be effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Furthermore, we have not obtained an independent audit of our internal controls and, as a result, we are not aware of any deficiencies which would result from such an audit. Further, at such time as we are required to comply with the internal controls’ requirements of the Sarbanes-Oxley Act, we may incur significant expenses in having our internal controls audited and in implementing any changes which are required.

We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock for the foreseeable future. Any return on investment may be limited to the value of our common stock.

No cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends on our common stock in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

We are a public company and are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. For example, Section 404 of the Sarbanes-Oxley Act of 2002 requires that our management report on, and our independent auditors attest to, the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. We may not be able to successfully to complete the procedures and certification and attestation requirements of Section 404 by the time we will be required to do so. If we fail to do so, or if in the future our Chief Executive Officer, Chief Financial Officer or independent registered public accounting firm determines that our internal controls over financial reporting are not effective as defined under Section 404, we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our common stock. ~~Irrespective~~Regardless of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company, which will increase costs. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and to ~~meeting~~ meeting the obligations that are associated with being a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.

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Future sales of our equity securities could result in downward selling pressure on our securities, and may adversely affect the stock price.

In the event that our equity securities are sold or convertible debt is converted into equity securities, there is a risk of downward pressure may result, making it difficult for an investor to sell his or her securities at any reasonable price, if at all. Future sales of substantial amounts of our equity securities in the public market, or the perception that such sales could occur, could put downward selling pressure on our securities, and adversely affect the market price of our common stock.

We have authorized aseveral ~~class~~classes of preferred stock that may alter the rights of common stockholders by giving preferred stockholders greater dividend rights, liquidation rights and voting rights than our common stockholders have.

Our board is empowered to issue, without stockholder approval, preferred stock, on one or more series, with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock. From time to time, we have designated, and may in the future designate, series of preferred stock carrying various preferences and rights different from, and greater than, our common stock. As of April 30, ~~2023~~2025, we have three series of preferred stock outstanding. Preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the company.

Risks Relating to our Fintech Segment

Our fintech unit operating results may significantly fluctuate

Our operating results may fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader crypto-economy and a variety of other factors, many of which are unpredictable and in certain instances are outside of our control, including:

our ability to attract, maintain, grow, and engage our customer base;

changes in the legislative or regulatory environment, or actions by U.S. or foreign governments or regulators, including fines, orders, or consent decrees;

regulatory changes or scrutiny that impact our ability to offer certain products or services;

pricing for or temporary suspensions of our products and services;

our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties;

market conditions of, and overall sentiment towards, the crypto-economy;

macroeconomic conditions, including interest rates, inflation, and instability in the global banking system;

adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and enforcement-related costs;

the development and introduction of existing and new products and services by us or our competitors;

the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations, including investments we make in the development of products and services;

system failures, outages, or interruptions, including with respect to our platform and third-party crypto networks;

our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches, and losses;

breaches of security or privacy;

inaccessibility of our platform due to our or third-party actions;

our ability to attract and retain talent; and

•our ability to compete with our competitors.

As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. Therefore, our operating results could fluctuate significantly as a result of changes in the demand for our subscription and service offerings, in interest rates, and to our ongoing relationships with third parties.

In view of the rapidly evolving nature of our business and the crypto-economy, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates. Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of our common stock may increase or decrease significantly.

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Our total fintech revenue will be substantially dependent on the volume of transactions conducted on our platforms. If volume declines, our business, operating results, and financial condition would be adversely affected and the price of our common stock could decline.

We generate a large portion of our total fintech (and corporate) revenue from transaction fees on our platforms. Transaction revenue is based on transaction fees. Such revenue has grown over time. Declines in the volume of crypto related transactions, if any, among other reasons, may result in lower total revenue to us.

The price of crypto assets and associated demand for buying, selling, and trading crypto assets and conversions back and forth with fiat have historically been subject to significant volatility. If the volume of such transactions declines in the future, our ability to generate revenue, which could adversely affect our business, operating results, and financial condition and cause the price of our common stock to decline. The transaction volume of any crypto asset is subject to significant uncertainty and volatility, depending on a number of factors, including:

market conditions of, and overall sentiment towards, crypto assets and the crypto-economy, including, but not limited to, as a result of actions taken by or developments of other companies in the crypto-economy;

trading activities on other crypto platforms worldwide, many of which may be unregulated, and may include manipulative activities;

investment and trading activities of highly active consumer and institutional users, speculators, miners, and investors;

the speed and rate at which crypto is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;

decreased user and investor confidence in crypto assets and crypto platforms;

negative publicity and events relating to the crypto-economy;

unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding, crypto assets;

the ability for crypto assets to meet user and investor demands;

the functionality and utility of crypto assets and their associated ecosystems and networks, including crypto assets designed for use in various applications;

consumer preferences and perceived value of crypto assets and crypto asset markets;

increased competition from other payment services or other crypto assets that may exhibit better speed, security, scalability, or other characteristics;

adverse legal proceedings or regulatory enforcement actions, judgments, or settlements impacting crypto-economy participants;

regulatory or legislative changes, scrutiny, and updates affecting the crypto-economy;

the characterization of crypto assets under the laws of various jurisdictions around the world;

the adoption of unfavorable taxation policies on crypto asset investments by governmental entities;

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ongoing technological viability and security of crypto assets and their associated smart contracts, applications, and networks, including vulnerabilities against hacks and scalability;

speed and fees associated with processing crypto asset transactions, including on the underlying blockchain networks and on crypto platforms;

financial strength of market participants;

the availability and cost of funding and capital;

the liquidity and credit risk of other crypto platforms and other participants of the crypto-economy;

interruptions or temporary suspensions or other compulsory restrictions in products or services from or failures of major crypto platforms;

availability of an active derivatives market for various crypto assets;

availability of banking and payment services to support crypto-related projects;

instability in the global banking system and the level of interest rates and inflation;

monetary policies of governments, trade restrictions, and fiat currency devaluations; and

national and international economic and political conditions.

There is no assurance that any supported crypto asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the price of crypto assets or the demand for trading crypto assets decline, our business, operating results, and financial condition would be adversely affected and the price of our Common Stock could decline.

Cyberattacks and security breaches of our platform, or those impacting our customers or third parties, could adversely affect our brand, reputation, business, operating results, and financial condition.

Our business involves the collection, storage, processing, and transmission of confidential information, customer, employee, service provider, and other personal data, as well as information required to access customer assets. We have built our reputation on the premise that our platform offers customers a secure way to trans act business.. As a result, any actual or perceived security breach of us or our third-party partners may:

harm our reputation and brand;

result in our systems or services being unavailable and interrupt our operations;

result in improper disclosure of data and violations of applicable privacy and data protection laws;

result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;

cause us to incur significant remediation costs;

lead to theft or irretrievable loss of our or our customers’ fiat currencies or crypto assets;

reduce customer confidence in, or decrease customer use of, our products and services;

divert the attention of management from the operation of our business;

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result in significant compensation or contractual penalties payable by us to our customers or third parties as a result of losses to them or claims by them; and

adversely affect our business, operating results, and financial condition.

Further, any actual or perceived breach or cybersecurity attack directed at other financial institutions or crypto companies, whether or not we are directly impacted, could lead to a general loss of customer confidence in the crypto-economy or in the use of technology to conduct financial transactions, which could negatively impact us, including the market perception of the effectiveness of our security measures and technology infrastructure.

An increasing number of organizations, including large merchants, businesses, technology companies, and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile applications, and infrastructure.

Attacks upon systems across a variety of industries, including the crypto industry, are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data and crypto assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target, and we may not be able to implement adequate preventative measures.

Although we have developed systems and processes designed to protect the data we manage, prevent data loss, and other security breaches, effectively to respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. We may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities, or other irregularities. Unauthorized parties may attempt to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers, through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information, which may in turn be used to access our information technology systems and customers’ crypto assets. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. If we acquire a third-party entity, as to which we do not have any current plans, that acquisition may expose us to unexpected security risks or increase costs to improve the security posture of the acquired company. Further, there has been an increase in such threat actor activities as a result of the increased prevalence of hybrid and remote working arrangements in recent years. As a result, our costs and the resources we devote to protecting against these advanced threats and their consequences may continue to increase over time.

Outages and disruptions of our platform, including any caused by cyberattacks, may harm our reputation, business, operating results, and financial condition.

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We are subject to an extensive, highly-evolving, and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, federal government contractors, trust companies, securities, derivative transactions and markets, broker-dealers and alternative trading systems (“ATS”), commodities, credit, crypto asset custody, exchange, and transfer, cross-border and domestic money and crypto asset transmission, commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services (including payment processing and settlement services), consumer protection, escheatment, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, crypto assets, generative artificial intelligence (“AI”) and related technologies and may not directly apply to our fintech business. As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the crypto-economy, are subject to significant uncertainty, and vary widely across US. federal, state, and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the crypto-economy requires us to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we have not complied with (or are deemed not to have complied with) such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on or temporary or permanent suspensions of our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition.

Governmental and regulatory bodies, including in the United States, may introduce new policies, laws, and regulations relating to crypto assets and the crypto-economy generally, and crypto asset platforms in particular. Other companies’ failures of risk management and other control functions could contribute to stricter oversight of crypto asset platforms and the crypto-economy. Furthermore, new interpretations of existing laws and regulations may be issued by such bodies or the judiciary, which may adversely impact the development of the crypto-economy as a whole and our legal and regulatory status in particular by changing how we operate our business, how our products and services are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new licensing requirements, or imposing a total ban on certain crypto asset transactions, as has occurred in certain jurisdictions in the past. If we are unable to comply with any new requirements, our ability to offer our products and services in their current form may be adversely affected. Additionally, under recommendations from the Financial Crimes Enforcement Network (“FinCEN”), and the Financial Action Task Force, the United States and several foreign jurisdictions have or are likely to impose the Funds Travel Rule and the Funds Transfer Rule (commonly referred to collectively as the Travel Rule) on financial service providers in the crypto-economy. We may face substantial costs to operationalize and comply with the Travel Rule and may be further subject to administrative sanctions for technical violations or customer attrition if the user experience suffers as a result. There are substantial uncertainties regarding the scope of these requirements in practice, and we may face substantial costs to operationalize and comply with these rules.

Moreover, we may offer in the future products and services whose functionality or value depends in part on our management of token transaction smart contracts, liquid staking, asset tracking, or other applications that provide novel forms of customer engagement and interaction delivered via blockchain protocols. We may also offer products and services whose functionality or value depends on our ability to develop, integrate, or otherwise interact with such applications within the bounds of our legal and compliance obligations. The legal and regulatory landscape for such products, including the law governing the rights and obligations between and among smart contract developers and users and the extent to which such relationships entail regulated activity is uncertain and rapidly evolving. Our interaction with those applications, and the interaction of other blockchain users with any smart contracts or assets we may generate or control, could present legal, operational, reputational, and regulatory risks for our business.

Due to our business activities, we are subject to ongoing examinations, oversight, and reviews and we may expect in the future, to be subject to investigations and inquiries, by U.S. federal and state regulators and foreign financial service regulators, many of which have broad discretion to audit and examine our business. We may be periodically subject to audits and examinations by these regulatory authorities. As a result of findings from these audits and examinations, regulators may in the future require us to take certain actions, including amending, updating, or revising our compliance measures from time to time, limiting the kinds of customers that we provide services to, changing, terminating, or delaying our licenses and the introduction of new products or services, and undertaking further external audit or being subject to further regulatory scrutiny, including investigations and inquiries. We may in the future receive examination reports citing violations of rules and regulations, inadequacies in existing compliance programs, and requiring us to initiate or enhance certain practices with respect to our compliance program, including due diligence, monitoring, training, reporting, and recordkeeping. Implementing appropriate measures to properly remediate these examination findings may require us to incur significant costs, and if we fail to remediate properly any of these examination findings, we could face civil litigation, significant fines, damage awards, forced removal of certain employees including members of our executive team, barring of certain employees from participating in our business in whole or in part, revocation of existing licenses, limitations on existing and new products and services, reputational harm, negative impact to our existing relationships with regulators, exposure to criminal liability, or other regulatory consequences. Further, we believe increasingly strict legal and regulatory requirements and additional regulatory investigations and enforcement, any of which could occur or intensify, may continue to result in changes to our business, as well as increased costs, and supervision and examination for ourselves, our agents, and service providers. Moreover, new laws, regulations, or interpretations may result in additional litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying us from offering certain products or services offered by our competitors or could impact how we offer such products and services. Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue to have, an adverse effect on our reputation and brand and our business, operating results, and financial condition.

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Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of customers or funds and adversely affect our brand, reputation, business, operating results, and financial condition.

Our reputation and ability to attract and retain customers and grow our business depends on our ability to operate our service at high levels of reliability, scalability, and performance, including the ability to process and monitor, on a daily basis, a large number of transactions that occur at high volume and frequencies across multiple systems. Our platform, the ability of our customers to trade, and our ability to operate at a high level, are dependent on our ability to access the blockchain networks underlying the supported crypto assets, for which access is dependent on our systems’ ability to access the internet. Further, the successful and continued operations of such blockchain networks will depend on a network of computers, miners, or validators, and their continued operations, all of which may be impacted by service interruptions.

The systems of our third-party service providers and certain crypto asset and blockchain networks have experienced from time to time, and may experience in the future service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. In addition, extraordinary trading volumes or site usage could cause our computer systems to operate at an unacceptably slow speed or even fail.

If any of our systems, or those of our third-party service providers, are disrupted for any reason, our products and services may fail, resulting in unanticipated disruptions, slower response times and delays in our customers’ trade execution and processing, failed settlement of trades, incomplete or inaccurate accounting, recording or processing of trades, unauthorized trades, loss of customer information, increased demand on limited customer support resources, customer claims, complaints with regulatory organizations, lawsuits, or enforcement actions. Further, when these disruptions occur, we have in the past, and may in the future, fulfill customer transactions using inventory to prevent adverse user impact and limit detrimental impact to our operating results. A prolonged interruption in the availability or reduction in the availability, speed, or functionality of our products and services could harm our business. Significant or persistent interruptions in our services could cause current or potential customers or partners to believe that our systems are unreliable, leading them to switch to our competitors or to avoid or reduce the use of our products and services, and could permanently harm our reputation and brands. Moreover, to the extent that any system failure or similar event results in damages to our customers or their business partners, these customers or partners could seek significant compensation or contractual penalties from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address. Problems with the reliability or security of our systems would harm our reputation and the cost of remedying these problems could negatively affect our business, operating results, and financial condition.

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Because we are a regulated financial institution in certain jurisdictions, interruptions have resulted and in the future may result in regulatory scrutiny, and significant or persistent interruptions could lead to significant fines and penalties, and mandatory and costly changes to our business practices, and ultimately could cause us to lose existing licenses or banking relationships that we need to operate or prevent or delay us from obtaining additional licenses that may be required for our business.

In addition, we are continually improving and upgrading our information systems and technologies. Implementation of new systems and technologies is complex, expensive, time-consuming, and may not be successful. If we fail to timely and successfully implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies, or if such systems and technologies do not operate as intended, it could adversely affect our internal controls (including internal controls over financial reporting), and our business, operating results, and financial condition.

If we fail to retain existing customers or add new customers, or if our customers decrease their level of engagement with our products, services and platform, our business, operating results, and financial condition may be significantly harmed.

Our success depends on our ability to retain existing customers and attract new customers, including developers, to increase engagement with our products, services, and platform. To do so, we must continue to offer leading technologies and ensure that our products and services are secure, reliable, and engaging. We must also expand our products and services, and offer competitive prices in an increasingly crowded and price-sensitive market. There is no assurance that we will be able to continue to do so, that we will be able to retain our current customers or attract new customers, or keep our customers engaged. Any number of factors can negatively affect customer retention, growth, and engagement, including if:

customers increasingly engage with competing products and services, including products and services that we are unable to offer due to regulatory reasons;

we fail to introduce new and improved products and services, or if we introduce new products or services that are not favorably received;

we fail to support new and in-demand crypto assets or if we elect to support crypto assets with negative reputations;

there are changes in sentiment about the quality or usefulness of our products and services or concerns related to privacy, security, fiat pegging, or other factors;

there are adverse changes in our products and services that are mandated by legislation, regulatory authorities, or litigation;

customers perceive the crypto assets on our platform to be bad investments, or experience significant losses in investments made on our platform;

technical or other problems prevent us from delivering our products and services with the speed, functionality, security, and reliability that our customers expect;

cybersecurity incidents, employee or service provider misconduct, or other unforeseen activities cause losses to us or our customers, including losses to assets held by us on behalf of our customers;

modifications to our pricing model or modifications by competitors to their pricing models;

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we fail to provide adequate customer service;

regulatory and governmental bodies in countries that we target for expansion express negative views towards crypto asset trading platforms and, more broadly, the crypto-economy; or

we or other companies or high-profile figures in our industry are the subject of adverse media reports or other negative publicity.

From time to time, certain of these factors may negatively affect customer retention, growth, and engagement to varying degrees. If we are unable to maintain or increase our customer base and customer engagement, our revenue and financial results may be adversely affected. Any decrease in user retention, growth, or engagement could render our products and services less attractive to customers and lead to a decrease in revenue, and our business, operating results, and financial condition could be adversely affected. If our customer growth rate slows or declines, we will become increasingly dependent on our ability to maintain or increase levels of user engagement and monetization in order to drive growth of revenue.

Our operating expenses may increase in the future and we may not be successful in increasing our revenue to sufficiently offset these higher expenses, which could impact our ability to achieve profitability or positive cash flow from operations on a consistent basis and cause our business, operating results, and financial condition to be adversely affected.

Our operating expenses may increase in the future as we continue to grow our business. While we consistently evaluate opportunities to drive efficiency, we cannot guarantee that these efforts will be successful or that we will not need to accelerate operating expenditures in the future. Our operations may prove more expensive than we currently anticipate, and we may not succeed in increasing our net revenue sufficiently to offset these higher expenses. Additionally, our revenue growth may be negatively impacted by, among other things, reduced demand for our offerings, increased competition, adverse macroeconomic conditions, any decrease in the growth or size of the crypto-economy, regulatory uncertainty or scrutiny, changes that impact our ability to offer certain products or services, or failure of new products and services to gain market adoption. As a result, we cannot be certain that we will be able to achieve profitability or achieve positive operating cash flow on any quarterly or annual basis. If we are unable to effectively manage these risks and difficulties as we encounter them, our business, operating results, and financial condition may suffer.

If we do not effectively manage our growth, including by maintaining and improving our systems and processes, our business, operating results, and financial condition could be adversely affected.

We have experienced, and may experience in the future, periods of significant growth. To manage and capitalize on our growth periods effectively, we will need to manage headcount, capital, and processes efficiently, while making investments, such as expanding our information technology and financial, operating, and administrative systems and controls, and such initiatives could strain our resources. We could experience operating difficulties in managing our business as it expands across numerous jurisdictions, including difficulties in hiring, training, managing, and retaining a remote and evolving employee base. If we do not adapt or scale to meet these evolving challenges, we may experience erosion to our brand, the quality of our products and services may suffer, and our Company’s culture may be harmed. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely, and reliable reports on our financial and operating results, including the financial statements provided herein, and could impact the effectiveness of our internal controls over financial reporting. In addition, our systems and processes may not prevent or detect all errors, omissions, or fraud. Any of the foregoing operational failures could lead to noncompliance with laws and regulations, loss of operating licenses or other authorizations, or loss of bank relationships that could substantially impair or even suspend company operations.

Successful implementation of our growth strategy will also require significant expenditures possibly prior to the generation of any substantial associated revenue and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Because we have a limited history operating our business at its current scale, it is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. Our limited operating experience at this scale, combined with the rapidly evolving and volatile nature of the cryptoasset market in which we operate, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue accurately.

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Due to our limited fintech operating history, it may be difficult to evaluate our business and future prospects, and we may not be able to achieve or maintain profitability in any given period.

We established Agoge Global USA, Inc. in December 2022. Following its establishment, our business model has continued to evolve. Our net revenue has grown since that formation. There is no assurance that growth will continue in future periods and you should not rely on growth of our revenue in any given prior quarterly or annual period as an indication of our future performance. If our net revenue were to decline significantly for any extended period of time, our business, operating results, and financial condition could be adversely affected. Our limited operating history and the volatile nature of our business make it difficult to evaluate our current business and our future prospects. We have encountered and will continue to encounter risks and difficulties as described in this section. If we do not manage these risks successfully, our business, operating results, and financial condition could be adversely affected.

Any acquisitions and investments that we make could require significant management attention, disrupt our business, result in dilution to our stockholders, and could adversely affect our business, operating results, and financial condition.

As part of our business strategy, we routinely conduct discussions and evaluate opportunities for possible acquisitions, strategic investments, entries into new businesses, joint ventures, and other transactions. Although we have no present plans for future acquisitions, we may make acquisitions of and investments in, among other things, specialized employees and complementary companies, products, services, licenses, or technologies. In the future, the pace and scale of our acquisitions may increase and may include larger acquisitions than we have done historically. In the future, we may not be able to find other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. In some cases, the costs of such acquisitions may be substantial, and there is no assurance that we will receive a favorable return on investment for our acquisitions. Our acquisitions may not achieve our goals, and any future acquisitions we complete could be viewed negatively by customers, developers, or investors. In addition, if we fail to successfully close or integrate any acquisitions, or integrate the products or technologies associated with such acquisitions into our Company, our business, operating results, and financial condition could be adversely affected. Our ability to acquire and integrate companies, products, services, licenses, employees, or technologies in a successful manner is unproven. Any integration process may require significant time and resources, and we may not be able to manage the process successfully, including successfully securing regulatory approvals which may be required to close the transaction and to continue to operate the target firm’s business or products in a manner that is useful to us. We may not successfully evaluate or utilize the acquired products, services, technology, or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, which could adversely affect our business, operating results, and financial condition. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our stockholders, which, depending on the size of the acquisition, may be significant. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition could be adversely affected.

Our brand and reputation are key assets and a competitive advantage. Maintaining, protecting, and enhancing our brand depends largely on the success of our marketing efforts, ability to provide consistent, high-quality, and secure products, services, features, and support. We believe that the importance of our brand will increase as competition further intensifies. Our brand and reputation could be harmed if we fail to achieve these objectives or if our public image were to be tarnished by negative publicity, unexpected events, or actions by third parties. Unfavorable publicity regarding, for example, our product changes, product quality, litigation or regulatory activity, privacy and data security practices, terms of service, employment matters, the use of our products or services for illicit or objectionable ends, the actions of our customers, or the actions of other companies that provide similar services to ours, has in the past, and could in the future, adversely affect our reputation. Moreover, to the extent that we acquire a company and maintain that acquired company’s separate brand, we could experience brand dilution or fail to retain positive impressions of our own brand to the extent such impressions are instead attributed to the acquired company’s brand. Such negative publicity also could have an adverse effect on the size and engagement of our customers and could result in decreased revenue, which could adversely affect our business, operating results, and financial condition.

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Internal key business metrics and other estimates are subject to inherent challenges in measurement and change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.

We regularly review our internal key business metrics to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions. These internal key business metrics are calculated using internal company data and have not been validated by an independent third party. While these numbers are based on what we believe to be reasonable estimates for the applicable period of measurement at the time of reporting, there are inherent challenges in such measurements. If we fail to maintain an effective analytics platform, our internal key business metrics calculations may be inaccurate, and we may not be able to identify those inaccuracies. Additionally, we may in the future calculate certain internal key business metrics using third-party data. While we believe the third-party data we may use in the future will be reliable, we may not in the future independently verify the accuracy or completeness of the data contained in such sources and there can be no assurance that such data is free of error. Any inaccuracy in the third-party data we use could cause us to overstate or understate our internal key business metrics. We regularly review our processes for calculating these metrics, and from time to time we have made adjustments that we believe may improve their accuracy.

Our platform may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If our platform is used to further such illegal activities, our business, operating results, and financial condition could be adversely affected.

Our platform may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. We or our partners may be specifically targeted by individuals seeking to conduct fraudulent transfers, and it may be difficult or impossible for us to detect and avoid such transactions in certain circumstances. The use of our platform for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us. Moreover, certain activities that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is significant uncertainty and cost associated with detecting and monitoring transactions for compliance with local laws. In the event that a customer is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. Changes in law have also increased the penalties for money transmitters for certain illegal activities, and government authorities may consider increased or additional penalties from time to time. Owners of intellectual property rights or government authorities may seek to bring legal action against money transmitters, including us, for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

Moreover, while fiat currencies can be used to facilitate illegal activities, crypto assets are relatively new and, in many jurisdictions, may be lightly regulated or largely unregulated. Many types of crypto assets have characteristics, such as the speed with which digital currency transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain crypto asset transactions, and encryption technology that anonymizes these transactions, that make crypto assets susceptible to use in illegal activity. U.S. federal and state and foreign regulatory authorities and law enforcement agencies, such as the Department of Justice, Securities and Exchange Commission, Commodity Futures Trading Commission, Federal Trade Commission, or the Internal Revenue Service, and various state securities and financial regulators have taken and continue to take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving crypto assets. We also support crypto assets that incorporate privacy-enhancing features, and may from time to time support additional crypto assets with similar functionalities. These privacy-enhancing crypto assets obscure the identities of sender and receiver, and may prevent law enforcement officials from tracing the source of funds on the blockchain. Facilitating transactions in these crypto assets may cause us to be at increased risk of liability arising out of anti-money laundering and economic sanctions laws and regulations.

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Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition.

Our ability to comply with applicable complex and evolving laws, regulations, and rules is largely dependent on the establishment, maintenance, and scaling of our compliance, internal audit, and reporting systems continuously to keep pace with our customer activity and transaction volume, as well as our ability to attract and retain qualified compliance and other risk management personnel. While we have devoted comparatively significant resources to develop policies and procedures to identify, monitor, and manage our risks, and expect to continue to do so in the future, we cannot assure you that our policies and procedures are and will always be effective or that we have been and will always be successful in monitoring or evaluating the risks to which we are or may be exposed in all market environments or against all types of risks, including unidentified or unanticipated risks. Our risk management policies and procedures rely on a combination of technical and human controls and supervision that are subject to error and failure. Some of our methods for managing risk are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. Accordingly, in the future, we may identify gaps in such policies and procedures or existing gaps may become higher risk, and may require significant resources and management attention. Our risk management policies and procedures also may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing failures. In addition, we may elect to adjust our risk management policies and procedures to allow for an increase in risk tolerance, which could expose us to the risk of greater losses.

The crypto-economy is novel. As a result, policymakers are just beginning to consider what a regulatory regime for crypto would look like and the elements that would serve as the foundation for such a regime. This less developed consideration of crypto may harm our ability to effectively react to proposed legislation and regulation of crypto assets or crypto asset platforms adverse to our business.

As crypto assets have grown in both popularity and market size, various U.S. federal, state, and local and foreign governmental organizations, consumer agencies, and public advocacy groups have been examining the operations of crypto networks, users, and platforms, with a focus on how crypto assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist enterprises, and simultaneously how to ensure the safety and soundness of platforms and other service providers that hold crypto assets for users. Many of these entities have called for heightened regulatory oversight, and have issued consumer advisories describing the risks posed by crypto assets to users and investors.

Competitors, including traditional financial services, have spent years cultivating professional relationships with relevant policymakers on behalf of their industry so that those policymakers may understand that industry, the current legal landscape affecting that industry, and the specific policy proposals that could be implemented in order to responsibly develop that industry. The lobbyists working for these competitors have similarly spent years developing and working to implement strategies to advance their industries. Members of the crypto-economy have started to engage policymakers directly and with the help of external advisors and lobbyists. However, these efforts to educate policymakers and advocate for sensible regulation are nascent compared to more established industries, and may be perceived unfavorably by investors and the public and have an adverse impact on our brand and reputation. As a result, new laws and regulations may be proposed and adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that harm the crypto-economy or crypto asset platforms, which could adversely affect our business, operating results, and financial condition.

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We obtain and process a large amount of sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation, as well as adversely affect our business, operating results, and financial condition.

We obtain and process large amounts of sensitive data, including personal data related to our customers and their transactions, such as their names, addresses, social security numbers, visa information, copies of government-issued identification, facial recognition data (from scanning of photographs for identity verification), trading data, tax identification, and bank account information. We face risks, including to our reputation, in the handling and protection of these data, and these risks will increase as our business continues to expand, including through our acquisition of, and investment in, other companies and technologies. Federal, state, and international laws and regulations governing privacy, data protection, and e-commerce transactions require us to safeguard our customers’, employees’, and service providers’ personal data.

We have administrative, technical, and physical security measures and controls in place and maintain a robust information security program. However, our security measures, those of our vendors or service providers, or the security measures of companies we acquire, may be inadequate or breached as a result of third-party action, employee or service provider error, malfeasance, malware, phishing, hacking attacks, system error, trickery, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or otherwise, and, as a result, someone may be able to obtain unauthorized access to sensitive information, including personal data, on our systems. We could be the target of a cybersecurity incident, which could result in harm to our reputation and financial losses. Additionally, privacy and data protection laws are evolving, and these laws may be interpreted and applied in a manner that is inconsistent with our data handling safeguards and practices that could result in fines, lawsuits, and other penalties, and significant changes to our or our third-party partners’ business practices and products and service offerings.

Our future success depends on the reliability and security of our platform. To the extent that the measures we, any companies we acquire, or our third-party service providers, vendors, or business partners have taken prove to be insufficient or inadequate, or to the extent we discover a security breach suffered by a company we acquire following the closing of such acquisition, we may become subject to litigation, breach notification obligations, or regulatory or administrative sanctions, which could result in significant fines, penalties, damages, harm to our reputation, or loss of customers. If our own confidential business information or sensitive customer information were improperly disclosed, our business, operating results, and financial condition could be adversely affected. Additionally, a party who circumvents our security measures could, among other effects, appropriate customer information or other proprietary data, cause interruptions in our operations, or expose customers to hacks, viruses, and other disruptions.

Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to our customer data, we may also have obligations to notify customers and regulators about the incident, and we may need to provide some form of remedy, such as a subscription to credit monitoring services, pay significant fines to one or more regulators, or pay compensation in connection with a class-action settlement. Breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. In the United States, the SEC has adopted rules for mandatory disclosure of material cybersecurity incidents suffered by public companies, as well as cybersecurity governance and risk management. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises customer data. Any failure or perceived failure by us to comply with these laws may also subject us to enforcement action or litigation, any of which could harm our business. Additionally, the financial exposure from the events referenced above could either not be insured against or not be fully covered through any insurance that we may maintain, and there can be no assurance that the limitations of liability in any of our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages as a result of the events referenced above. Any of the foregoing could adversely affect our business, reputation, operating results, and financial condition.

Furthermore, we may be required to disclose personal data pursuant to demands from individuals, regulators, government agencies, and law enforcement agencies in various jurisdictions with conflicting privacy and security laws, which could result in a breach of privacy and data protection policies, notices, laws, rules, court orders, and regulations. Additionally, changes in the laws and regulations that govern our collection, use, and disclosure of customer data could impose additional requirements with respect to the retention and security of customer data, could limit our marketing activities, and adversely affect our business, operating results, and financial condition.

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We are subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection where we conduct our business, and industry requirements and such laws, regulations, and industry requirements are constantly evolving and changing. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or our privacy policies, could harm our business.

Various local, state, federal, and international laws, directives, and regulations apply to our collection, use, retention, protection, disclosure, transfer, and processing of personal data. These data protection and privacy laws and regulations are subject to uncertainty and continue to evolve in ways that could adversely affect our business, operating results, and financial condition. These laws have a substantial impact on our operations both outside and in the United States, either directly or as a data processor and handler for various offshore entities.

In the United States, state and federal lawmakers and regulatory authorities have increased their attention on the collection and use of user data and various laws and regulations apply to the collection, processing, disclosure, and security of certain types of data, including the Gramm Leach Bliley Act (“GLBA”) and state laws relating to privacy and data security. GLBA requires financial institutions to explain their information sharing practices to their customers and to safeguard sensitive data. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination, and security of data. For example, California has enacted the California Consumer Privacy Act (the “CCPA”). The CCPA requires covered companies to, among other things, provide disclosures to individuals in California, and affords such individuals new privacy rights such as the ability to opt-out of certain sales of personal information and expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used, and shared. The CCPA provides for civil penalties for violations, as well as a private right of action for security breaches that may increase security breach litigation.

In addition, other U.S. states have proposed or enacted laws that contain obligations similar to the CCPA that have taken effect or will take effect in coming years. We cannot fully predict the impact of recently proposed or enacted laws or regulations on our business or operations, but compliance may require us to modify our data processing practices and policies incurring costs and expense. Further, to the extent multiple state-level laws are introduced with inconsistent or conflicting standards, it may require costly and difficult efforts to achieve compliance with such laws. Our failure or perceived failure to comply with state privacy laws or regulations passed in the future could adversely affect our business, including how we use personal information, operating results, and financial condition.

There is a risk that as we expand, we may assume liabilities for breaches experienced by the companies that we may acquire. Additionally, there are potentially inconsistent world-wide government regulations pertaining to data protection and privacy. Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and information security, it is possible that our practices, offerings, or platform could fail, or be alleged to fail to meet applicable requirements. For instance, the overall regulatory framework governing the application of privacy laws to blockchain technology is still highly undeveloped and likely to evolve. Further there are also changes in the regulatory landscape relating to new and evolving technologies. Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations and to prevent unauthorized access to, or use or release of personal data, or the perception that any of the foregoing types of failure has occurred, even if unfounded, could subject us to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, severe criminal, or civil sanctions, damage our reputation, or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, operating results, and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident.

We have designed our business applications and hosting services to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We engage a third-party consultant to assist us with our cybersecurity risk management framework, including the monitoring and detection of cybersecurity threats and responding to any cybersecurity threats or incidents. Our third-party consultant team is managed by our Vice President Operations who reports to the Chief Executive Officer or the board-level, as appropriate.

As of April 30, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements.

ITEM 2. PROPERTIES

Our executive offices are located at 555 Fifth Avenue, 14th Floor, New York, NY 10017. We had an agreement for use of office space at this location under a sub-lease which expired July 31, 2018 and continues on a month-to-month basis thereafter. For the year ending April 30, ~~2024~~2025 and ~~2023~~2024, the rent was $9072,~~946~~000 and $6890,~~000~~946 respectively.

ITEM 3. LEGAL PROCEEDINGS

As of April 30, ~~2024~~2025, wethere ~~have~~is ~~not~~no ~~been~~pending ~~named~~litigation asagainst ~~parties~~Sparta to and any ~~further~~and ~~legal~~all ~~proceedings. The two litigations disclosed~~ prior ~~are~~litigation ~~updated below.~~has ~~From~~been ~~time to time~~discontinued, ofsettled ~~course,~~or weotherwise ~~may~~resolved ~~become~~with ~~involved~~no inliability ~~further~~whatsoever ~~legal~~against ~~proceedings, which sometimes arise due to the very nature of and in the ordinary course of this business~~Sparta.

~~By way~~Page of26 background, the Company had received notices dated April 1, 2016 and May 13, 2016, from a lender claiming defaults relating to conversion requests totaling $8,365.00 in principal, plus interest, attorney fees and also seeking stock conversions aside from the stated principal and interest concerning the notes in the total amount of $55,125.00, which the Company had declined to process and believes it has valid, meritorious defenses in that regard. Company believes these claims are contingent and unliquidated and disputed same. While there can be no absolute assurances that the Company will prevail in the litigation concerning allegations brought against the Company, these potential liabilities have been recorded in the unaudited condensed consolidated financial statements.62

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.

Page 19 of 55

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information ~~(Check dates and numbers in table below)~~

Our common stock is currently quoted on the OTC ~~Bulletin~~Venture ~~Board~~Market under the symbol “SRCO”. The following table sets forth, for the calendar periods indicated, the range of the high and low closing prices of our common stock, as reported by the ~~OTCBB~~OTCQB. The quotations represent inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions.

	High		Low
Fiscal Year 2025
First quarter (May 1, 2024 – July 31, 2024)	$	0.38	$	0.07
Second quarter (August 1, 2024 – October 31, 2024)	$	0.45	$	0.26
Third quarter (November 1, 2024 – January 31, 2025)	$	0.33	$	0.10
Fourth quarter (February 1, 2025 – April 30, 2025)	$	0.32	$	0.15
Fiscal Year 2024
First quarter (May 1, 2023 – July 31, 2023)	$	0.19	$	0.12
Second quarter (August 1, 2023 – October 31, 2023)	$	0.~~156~~16	$	0.07
Third quarter (November 1, 2023 – January 31, 2024)	$	0.14	$	0.05
Fourth quarter (February 1, 2024 – April 30, 2024)	$	0.15	$	0.09
Fiscal Year 2023
First quarter (May 1, 2021 – July 31, 2022)	$	0.21	$	0.08
Second quarter (August 1, 2022 – October 31, 2022)	$	0.28	$	0.09
Third quarter (November 1, 2022 – January 31, 2023)	$	0.19	$	0.19
Fourth quarter (February 1, 2023 – April 30, 2023)	$	0.23	$	0.13

Holders

The approximate number of holders of record of our common stock as of April 30, ~~2024~~2025 was 3,~~110~~127 excluding stockholders holding common ~~stock~~ stock under nominee security position listings.

Dividends

We have never declared any cash dividends on our common stock. Future cash dividends on the common stock, if any, will be at the discretion of our Board of Directors and will depend on our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, including any restrictions pursuant to the terms of senior securities outstanding, and other factors that the Board of Directors may consider important. The Board of Directors does not intend to declare or pay cash dividends in the foreseeable future. The current policy is to retain all earnings, if any, to support future growth and expansion.

As of April 30, ~~2024~~2025, we had outstanding 125 shares of Series A Convertible Preferred Stock, $.001 par value. The Series A shares pay a 6% annual dividend that may be paid in cash or shares of common stock at our option. As of April 30, ~~2024~~2025, we have not distributed any dividends on the Series A shares, in cash or in shares of common stock. Upon conversion of the Series A shares, all accrued and unpaid dividends are extinguished. As of April 30, ~~2024~~2025, there was $11,574 of accrued Series A dividends payable.

As of April 30, ~~2024~~2025, and April 30, ~~2023~~2024, we had no shares of Series B preferred stock outstanding or dividends payable.

As of April 30, ~~2024~~2025, and April 30, ~~2023~~2024, we had 1,~~919~~953,157, and 1,~~979~~965,157 shares of Series C convertible preferred stock outstanding, respectively. The Series C convertible preferred stock is non-dividend paying.

As of April 30, ~~2024~~2025, and April 30, ~~2023~~2024, we had ~~400~~773,~~877~~548 and ~~937~~803,~~701~~548 shares of Series D convertible preferred stock outstanding, respectively. The Series D convertible preferred stock is non dividend paying.

Page 2027 of 5562

Recent Sales of Unregistered Securities

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

Issuance of common stock and restricted preferred units:

During the year ended April 30, 2025, the Company:

	●	Converted 12,000 Series C preferred shares to 36,000 shares of common stock
	●	Converted 30,000 Series D preferred shares to 120,000 shares of common stock
	●	Issued 8,013,677 shares and 16,992 shares to be issued valued at $821,499 to accredited investors related to equity investments
	●	Issued 664,847 shares of common stock to be issued as an incentive or penalty to noteholders valued at $255
	●	Issued 850,000 shares of common stock valued at $85,000 relating to the conversion of promissory notes
	●	Issued 953,956 shares valued at $232,856 for consulting services

During the year ended April 30, 2024, the Company:

	●	Converted 20,000 Series C preferred shares to 767,578 shares of common stock
	●	Converted 134,206 Series D preferred shares to 536,824 shares of common stock
	●	Issued 1,512,759 shares of common stock valued at $123,000 to seven accredited investors related to equity investments
	●	Issued 185,000 shares valued at $15,905 to accredited investors related to promissory notes.
	●	Issued 25,000 shares of common stock for consulting services valued at $3,875
	●	Issued 3,507,952 shares of common stock valued at $256,716 relating to the conversion of promissory notes
	●	Issued 149,989 shares valued at $23,490 for services rendered

The issuance of shares of our Series C and Series D Convertible Preferred Units was exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Section 4(a)(2) and Regulation D of that act. These shares were unissued as of April 30, ~~2024~~2025.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

“FORWARD-LOOKING” INFORMATION

This report on Form 10-K 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 or future events or performance are not historical facts and may be forward-looking. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” and other similar expressions can, but not always, identify forward-looking statements, which speak only as of the date such statement was made. We base these forward-looking statements on our current expectations and projections about future events, our assumptions regarding these events and our knowledge of facts at the time the statements are made. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors. 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 set forth in our filings with the Securities and Exchange Commission (“SEC”), including Item 1A of the Company’s Annual Report of Form 10-K for the year ended April 30, ~~2024~~2025. 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. You should consider any forward-looking statements in light of this explanation, and we caution you about relying on forward-looking statements.

Page 2128 of 5562

RESULTS OF OPERATIONS

For the year ended April 30, ~~2024~~2025, our revenues from operations ~~decreased~~increased approximately $6443,~~866~~504 or 2523% as compared to the year ended April 30, ~~2023~~2024. We have continued to incur significant expenses and have sustained significant losses.

Revenues totaled $~~192~~235,~~040~~544 in fiscal ~~2024~~2025 compared to revenues of $~~256~~192,~~906~~ 040 in fiscal ~~2023~~2024. The ~~decrease~~increase was ~~primarily~~ due to aincrease ~~decrease~~ in ~~information technology~~merchant ~~revenues~~financing revenue.]:

Cost of Revenue

The cost of revenue consists of costs and fees paid to third parties to construct and maintain mobile apps, as well as fees for subscription services related to vehicle history reports. ~~A decrease of $6,189 or 17% is primarily due to reduced in merchant fees of $16,327 or 94% which was direct result of discontinued retail sales of CBD products.~~

Operating Expenses

~~General and~~Operating ~~administrative~~ expenses were $1,~~019~~432,~~762~~449 during the year ended April 30, ~~2024~~2025, compared to $1,~~603~~019,~~600~~762 during the year ended April 30, ~~2023~~2024, aan ~~decrease~~increase of $~~538~~412,~~838~~687, or 3640% primarily due to ~~decreased~~ increased compensation and related cost of $~~177~~88,~~679~~020 or 2315% and consulting fees ~~decreasing~~ increasing by $~~355~~336,~~181~~270 or 83459%.

The following are the major expense categories:

	2024		2023		Increase (Decrease)			%
	2025		2024		Increase (Decrease)			%
Compensation and Related cost		~~599~~687,~~936~~956		~~777~~599,~~615~~936		~~(177~~88,~~679~~020	)		~~(23~~15	)%
Accounting and Legal Fees		7066,~~661~~929		7870,~~120~~661		(73,~~459~~732	)		(105	)%
Consulting Fees		73409,~~290~~560		~~428~~73,~~471~~290		~~(355~~336,~~181~~270	)		~~(83~~459	)%
Rent and Lease		9072,~~946~~000		6890,~~000~~946		22(18,946	)		34(21	)%
General office Expenses		~~184~~196,~~929~~004		~~251~~184,~~394~~929		~~(66~~11,~~465~~075	)		~~(26~~6	)%
		1,019,762		1,603,600		(583,838	)		(36	)%
		1,432,449		1,019,762		412,687			40	%

Other income (expense)

Other income (expenses) for the year ended April 30, ~~2024~~ 2025, ~~comprised~~ primarily comprised of ~~convertible notes written off $180,700,~~ commission on municipal bonds of $1721,~~051~~837, ~~and~~Interest ~~gain~~Expense on ~~the~~notes ~~value~~$(656,809) ofand ~~derivative~~Loss ~~liabilities~~in ofderivative liability $~~634~~(266,~~827~~658), while in the fiscal year ~~2023~~2024, comprised primarily of ~~interest~~convertible ~~expenses~~notes written off $180,700, commission on municipal bonds of $~~528~~17,~~176,~~051 and gain on the value of derivative liabilities of $2634,~~170,516~~827.

Net Income (Loss)

Our net loss attributable to common stockholders for the year ended April 30, ~~2024~~2025, was $~~644~~2,~~490~~123,634, compared to a net ~~income~~loss of $1644,~~020,456~~ 490 for April 30, ~~2023~~2024. The net loss for the year was primarily due to the decrease of gain on the valuation of derivative liabilities, where the gain in value as of April 30, ~~2024~~2025, was $~~634~~266,~~827~~658 compared to the previous year’s gain in valuation of $2634,~~170,516~~827.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, ~~2024~~2025, we had an accumulated deficit of $6668,~~795~~918,~~350~~984 and a total stockholders’ deficit of $1011,~~643~~608,~~131~~515. Our net cash flow from operations had a negative balance of $1,~~214~~229,~~419~~ 677 for the year ended April 30, ~~2024~~2025. This deficit results primarily from our net loss of $~~607~~2,~~251~~114,718, which was ~~decreased~~increased further by noncash expenses ~~income~~ from change in fair value of derivative liabilities of $~~634~~266,~~827,~~ 658 and offset by aan ~~decrease~~increase in Accounts payables and accrued expenses $~~490~~831,~~263~~552.

We met our cash requirements during the period through revenue of $~~192~~235,~~040~~ 544 and proceeds from the sale of common shares $~~468~~764,~~000~~571 and proceeds from ~~convertible~~promissory notes of $~~379~~525,000.

Page 2229 of 5562

We do not anticipate incurring significant research and development expenditures, and we do not anticipate the sale or acquisition of any significant property, plant or equipment, during the next twelve months. At April 30, ~~2024~~2025, we had 6 full time employees, one part time employee, and 2 full-time consultants. If we fully implement our business plan, we anticipate our employment base may increase during the next twelve months. As we continue to expand, we will incur additional cost for personnel. This potential increase in personnel is dependent upon our generating increased revenues and obtaining sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the potential increase in the number of employees. Our employees are not represented by a union.

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

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

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

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

AUDITOR’S OPINION EXPRESSES DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A “GOING CONCERN”

The independent auditors report on our April 30, ~~2024~~2025 and ~~2023~~2024 financial statements included in the Company’s Annual Report states that the Company’s historical losses and the lack of revenues raise substantial doubts about the Company’s ability to continue as a going concern due to the losses incurred and its lack of significant operations. If we are unable to develop our business, we have to discontinue operations or cease to exist, which would be detrimental to the value of the Company’s common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.

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

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

Product Research and Development

We do not anticipate incurring significant research and development expenditures during the next twelve months.

Page 2330 of 5562

Acquisition or Disposition of Plant and Equipment

We do not anticipate the acquisition or sale of any significant property, plant or equipment during the next twelve months.

Number of Employees

From our inception through the period ended April 30, ~~2024~~2025, we have relied on the services of outside consultants for services and ~~currently~~ currently have four full-time employees and three part-time employees. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees. If we fully implement our business plan, we anticipate our employment base may increase during the next twelve months. As we continue to expand, we will incur additional cost for personnel. This projected increase in personnel is dependent upon our generating revenues and obtaining sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of employees.

Inflation

The impact of inflation on our costs and the ability to pass on cost increases to our customers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations over the past year, and we do not anticipate that inflationary factors will have a significant impact on future operations.

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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 have an impact in 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 the Company is the primary obligor in the transactions.

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 in advance of our performance, including amounts which are refundable.

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, and the fees are fixed or determinable. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions.

Page 2431 of 5562

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

Inventories

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

Convertible Instruments

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

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 upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

Derivative Liabilities

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

Page 2532 of 5562

RECENT ACCOUNTING PRONOUNCEMENTS

~~For information~~Recently ~~regarding~~adopted ~~recent~~ accounting pronouncements ~~and~~require public ~~their~~companies ~~effect~~to ondisclose the ~~Company~~impact of new standards on their financial statements, ~~see~~including ~~“Recent~~details ~~Accounting~~about ~~Pronouncements” in~~the ~~Note~~standard, Athe adoption date, method of ~~the~~adoption, ~~Notes~~and toexpected ~~Consolidated~~effects. ~~Financial~~These ~~Statements~~disclosures ~~contained~~help ~~herein~~investors understand how changes in accounting principles will affect a company’s financial performance and position.

InRecently Adopted ~~March~~Accounting ~~2018~~Pronouncements. In November 2023, the FASB issued ASU ~~2018~~2023-0907, ~~“Compensation~~Segment -Reporting ~~Stock Compensation~~ (Topic ~~718~~280):. ~~Improvements~~The ~~to Employee Share-Based~~amendments ~~Payment~~in ~~Accounting”~~this ~~(“ASU~~update ~~2018-09”).~~expand ~~This~~segment ~~ASU~~disclosure ~~makes~~requirements, ~~several~~including ~~modifications~~new tosegment ~~Topic~~disclosure ~~718~~requirements ~~related~~for toentities ~~the~~with ~~accounting~~a single ~~for~~reportable ~~forfeitures,~~segment ~~employer~~among ~~tax~~other ~~withholding~~disclosure onrequirements. ~~share-based~~This ~~compensation,~~update ~~and~~is ~~the~~effective ~~financial~~for ~~statement~~fiscal ~~presentation~~years ofbeginning ~~excess~~after ~~tax~~December ~~benefits~~15, 2023, orand ~~deficiencies.~~interim ~~ASU~~periods ~~2018-09~~within ~~also~~fiscal ~~clarifies~~years ~~the~~beginning ~~statement~~after ofDecember ~~cash~~15, ~~flows~~2024. ~~presentation~~Adoption ~~for certain components~~ of ~~share-based~~this ~~awards. The~~ standard is ~~effective~~on ~~for~~a ~~interim~~modified retrospective basis and ~~annual~~had ~~reporting~~no ~~periods~~impact ~~beginning~~on ~~after~~the ~~December~~Company’s ~~15,~~financial ~~2018~~position, ~~with~~results ~~early~~of ~~adoption~~operations, ~~permitted.~~cash ~~The Company~~flows ~~adopted~~or ~~this~~net ~~guidance~~income onper ~~May~~share. 1,As ~~2019~~of 2024 and it2023 ~~did~~the ~~not~~Company ~~have~~had anone ~~impact~~reporting onsegment, ~~the~~all ~~Company’s~~revenue ~~consolidated~~is ~~financial~~reported ~~statements~~under ~~and related~~this ~~disclosures~~segment Sparta Commercial Services, Inc.

~~In August~~Other ~~2014,~~accounting ~~the~~standards ~~FASB~~and ~~issued~~amendments ~~ASU~~to ~~2014-15, Presentation of Financial Statements - Going Concern (Topic 205-40): Disclosure of Uncertainties~~existing ~~about~~accounting anstandards ~~Entity’s~~that ~~Ability~~have tobeen ~~Continue~~issued asand ahave ~~Going~~future ~~Concern~~effective ~~(“ASU~~dates ~~2014-15”).~~are ~~This~~not ~~amendment~~applicable ~~prescribes~~or ~~that an entity should evaluate whether there~~ are ~~conditions~~not orexpected ~~events, considered in the aggregate, that raise substantial doubt about the entity’s ability~~ to ~~continue~~have as a ~~going concern within one year after the date that the financial statements are issued. The amendments became~~significant ~~effective~~impact ~~for~~on the Company’s ~~annual~~consolidated ~~and~~financial ~~interim reporting periods beginning May 1, 2019~~statements. ~~The Company will begin evaluating going concern disclosures based on this guidance upon adoption.~~

The FASB issued the following accounting standard updates related to Topic 606, Revenue Contracts with Customers:

● ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. ● ASU No. 2018-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2018-08”) in March 2018. ASU 2018-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations. ● ASU No. 2018-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2018-10”) in April 2018. ASU 2018-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.

●

ASU No. 2018-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2018 EITF Meeting (SEC Update) (“ASU 2018-11”) in May 2018. ASU 2018-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2018 EITF meeting. The SEC Staff is rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606.

●

ASU No. 2018-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients in May 2018. ASU 2018-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas and adds some practical expedients to the guidance.

These ASUs became effective for the Company beginning interim period beginning May 1, 2018. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (Topic 842) “Leases.” Topic 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, “Leases.” Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. The Company adopted Topic 842 effective May 1, 2019 using a modified retrospective method and elected not to recognize leases with terms of 12 months or less. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Off-Balance Sheet Arrangements

We do not maintain off-balance sheet arrangements, nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Page 2633 of 5562

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
Report of Independent Registered Public Accounting Firm (PCAOB 06771)	28
Consolidated Balance Sheets as of April 30, 2024 and 2023	30
Consolidated Balance Sheets as of April 30, 2025 and 2024	30
Consolidated Statements of Operations for the years ended April 30, 2024 and 2023	31
Consolidated Statements of Operations for the years ended April 30, 2025 and 2024	31
Consolidated Statements of Stockholders’ Deficit for the years ended April 30, 2024 and 2023	32
Consolidated Statements of Stockholders’ Deficit for the years ended April 30, 2025 and 2024	32
Consolidated Statements of Cash Flows for the years ended April 30, 2024 and 2023	33
Consolidated Statements of Cash Flows for the years ended April 30, 2025 and 2024	33
Notes to Consolidated Financial Statements	34

Page 2734 of 5562

Report of Independent Registered Public Accounting Firm

To: Shareholders and

Board of Directors of Sparta Commercial Services, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sparta Commercial Services, Inc. (the “Company”) as of April 30, ~~2024~~2025, and April 30, ~~2023~~2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of ~~years ended~~ April 30, ~~2024~~2025, and April 30, ~~2023~~2024, the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company had a working capital deficit of $9,~~008~~569,~~519~~218., and accumulated deficit of $6668,~~795~~918,~~350~~984, as of April 30, ~~2024~~2025. And the Company had a working capital deficit of $9,~~820~~008,~~435~~519, and accumulated deficit of $66,~~150~~795,~~857~~350 as of April 30, ~~2023~~2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Page 2835 of 5562

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is a ~~matters~~matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee equivalent and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit ~~matters~~ matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~ matter below, providing separate opinions on the critical audit ~~matters~~matter or on the accounts or disclosures to which they relate.

Accounting for Embedded Derivative Liabilities Related to Convertible ~~Debentures~~Notes

As described in Notes A and C to the financial statements, the Company had convertible ~~debentures~~notes that required accounting considerations and significant estimates.

The Company determined that variable conversion features issued in connection with certain convertible ~~debentures~~notes required derivative liability classification. These variable conversion features were initially measured at fair value and subsequently have been remeasured to fair value at each reporting period. The Company determined the fair value of the embedded derivatives using the Binomial Model.

We identified the accounting considerations and related valuations, including the related fair value determinations of the embedded derivative liabilities of such as a critical audit matter. The principal considerations for our determination were: (1) the accounting consideration in determining the nature of the various features (2) the evaluation of the potential derivatives and potential bifurcation in the instruments, and (3) considerations related to the determination of the fair value of the various debt and equity instruments and the conversion features that include valuation models and assumptions utilized by management. Auditing these elements is especially challenging and requires auditor judgement due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed. ~~For~~As ~~the~~of ~~year ended~~ April 30, ~~2024~~2025, and April 30, ~~2023~~2024, the Company recorded derivative liability related to these Convertible ~~Debentures~~Notes of $~~740~~1,~~940~~007,598, and $1740,~~375,767~~ 940 respectively.

Our audit procedures related to management’s conclusion on the evaluation and related valuation of embedded derivatives, included the following, among others: (1) evaluating the relevant terms and conditions of the various financings, (2) assessing the appropriateness of conclusions reached by the Company with respect to the accounting for the convertible ~~debt~~notes, and the assessment and accounting for potential derivatives and (3) independently recomputing the valuations determined by Management.

Victor Mokuolu,CPA LLC

PCAOB ID: 06771

We have served as Sparta Commercial Services, Inc.’s auditor since 2023.

Houston, Texas

August 1413, ~~2024~~2025

Page 2936 of 5562

SPARTA COMMERCIAL SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

FOR THE YEARS ENDED APRIL 30, ~~2024~~2025 AND ~~2023~~2024

	2024			2023
	2025			2024
ASSETS
Current Assets
Cash and cash equivalents	$	~~100~~131,~~953~~003		$	4100,~~028~~953
Accounts receivable		65,~~724~~167			-6,724
Inventory		34,~~004~~607			-3,004
Other current assets		-606,802			-
Total Current Assets		~~110~~747,~~681~~579			4110,~~028~~681
Property and equipment, net of accumulated depreciation and amortization of $213,262 and $213,262, respectively		-			-
Rent Deposit		9,000			9,000
Deposits - rent deposit		9,000			9,000
Total assets	$	756,579		$	119,681
Total assets	$	119,681		$	13,028
LIABILITIES AND DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current Liabilities
Bank overdraft	$	-		$	54,410
Accounts payable and accrued expenses	$	1,333,852		$	1,208,195
Accounts payable and accrued expenses		1,208,194			1,698,457
Short Term Loan		1,585			1,585
Current portion notes payable		7,168,481			6,694,244
Note Payable - current		7,973,762			7,168,481
Derivative liabilities	$	~~740~~1,~~940~~007,598			1740,~~375,767~~940
Total Current Liabilities		910,~~119~~316,~~200~~797			9,~~824~~119,~~463~~201
Total Long Term Liabilities		637,077			435,753
Long Term Liabilities
Total liabilities	$	9,756,277		$	10,260,216
Loans payable-related parties		636,233			637,077
Notes payable- net of current portion		396,614			-
Note Payable – long term		1,032,847			637,077
Total liabilities		11,349,644			9,756,278
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 April 30, 2024 and April 30, 2023 respectively		12,500			12,500
Preferred stock A, $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 April 30, 2025 and April 30, 2024, 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 April 30, 2024 and April 30, 2023 respectively		1,919			1,979
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, 1,953,157 and 1,965,157 shares issued and outstanding as of April 30, 2025 and April 30, 2024, respectively		1,953			1,965
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 April 30, 2024 and April 30, 2023, respectively		401			938
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, 773,548 and 803,548 shares issued and outstanding as of April 30, 2025 and April 30, 2024, respectively		774			804
Preferred Stock Value		401			938
Preferred stock, value		774			804
Common stock, $0.001 par value; 750,000,000 shares authorized, and 29,495,189 and 23,045,205 shares issued and outstanding as of April 30, 2024 and April 30, 2023, respectively		29,495			23,045
Common stock, $0.001 par value; 750,000,000 shares authorized, and 40,133,669 and 29,495,189 shares issued and outstanding as of April 30, 2025 and April 30, 2024, respectively		40,134			29,495
Common stock to be issued 33,396,000 and 23,704,788 as of April 30, 2024 and April 30, 2023, respectively		33,396			23,705
Common stock to be issued 33,612,875 and 33,395,883 as of April 30, 2025 and April 30, 2024, respectively		33,613			33,396
Additional paid-in-capital		5657,~~074~~221,~~508~~495			5456,~~872~~074,~~206~~059
Accumulated deficit		(6668,~~795~~918,~~350~~984	)		(66,~~150~~795,~~857~~350	)
Total deficiency in stockholders’ deficit		(1011,~~643~~608,~~131~~515	)		(1110,~~216~~643,~~483~~131	)
Non-controlling interest		1,~~006~~015,~~534~~450			~~969~~1,~~295~~006,534
Total Deficit		(9,636,597	)		(10,247,189	)
Stockholders’ deficit		(10,593,065	)		(9,636,597	)
Total Liabilities and Stockholders’ Deficit	$	119,681		$	13,028
Total liabilities and Stockholders’ deficit	$	756,579		$	119,681

See accompanying notes to consolidated financial statements.

Page 3037 of 5562

SPARTA COMMERCIAL SERVICES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED APRIL 30, ~~2024~~2025 AND ~~2023~~2024

	2024			2023
	2025			2024
	For the year ended April 30,
	2024			2023
Revenue
Information technology	$	~~166~~118,~~670~~266		$	~~235~~166,~~134~~670
New World Health Brands		25,370			21,772
Wellness products		37,767			25,370
Total Revenue		192,040			256,906
Merchant financing		79,511			-
Less Cost of goods sold		36,771			42,961
Total Revenue		235,544			192,040
Gross profit	$	155,269		$	213,945
Less Cost of goods sold		(28,178	)		(36,771	)
Gross profit	$	207,366		$	155,269
Operating expenses:
Compensation and Related cost		599,936			777,615
Compensation and related costs		687,956			599,936
Accounting and Legal Fees		70,661			78,120
Accounting and legal Fees		66,929			70,661
Consulting Fee		73,290			428,471
Consulting fees		409,560			73,290
Rent and Lease		90,946			68,000
Rent and lease		72,000			90,946
General office Expenses		184,929			251,394
General office expenses		196,004			184,929
Total operating expenses		1,~~019~~432,~~762~~449			1,~~603~~019,~~600~~762
Loss from operations	$	(~~864~~1,~~493~~225,083	)	$	(1864,~~389,655~~493	)
Other (income) expense:
Commision on Municipal Bonds	$	(17,051	)	$	(5,357	)
Commission on Municipal Bonds	$	(21,837	)	$	(17,051	)
Interest Expense on notes		~~580~~656,~~636~~809			~~528~~580,~~176~~636
Write off convertible notes		(180,700	)		(771,494	)
extinguishment of convertible debt		-			(180,700	)
Liabilities written back		(375,000	)
extinguishment of liabilities		-			(375,000	)
Discount (Commitment Shares)		~~165,315~~-			165,315
Warrant Expense		~~204,385~~-			204,385
Loss (gain) in changes in fair value of derivative liability		~~(634~~266,~~827~~658	)		(2634,~~170,516~~827	)
Total other (income) expense	$	(257,242	)	$	(2,419,191	)
Other income		(11,995	)		-
Net income (loss)		(607,251	)		1,029,536
Total other (income) expense	$	889,635		$	(257,242	)
Net profit attributable to minority shareholder		(37,239	)		(9,080	)
Net income (loss)		(2,114,718	)		(607,251	)
Preferred dividend		-			-
Net profit attributable to minority shareholder		(8,916	)		(37,239	)
Net income (loss) attributed to common stockholders	$	(644,490	)	$	1,020,456
Net (loss) attributed to common stockholders	$	(2,123,634	)	$	(644,490	)
Basic and diluted loss per share:
Income (Loss) from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders		(0.02	)		0.05
Loss from continuing operations attributable to Sparta Commercial Services, Inc. common stockholders		(0.06	)		(0.02	)
Net loss attributable to Sparta Commercial Services, Inc. common stockholders	$	(0.0206	)	$	(0.0502	)
Weighted average shares outstanding		2835,~~256~~601,~~600~~730			1928,~~378~~256,~~437~~600

See accompanying notes to consolidated financial statements.

Page 3138 of 5562

SPARTA COMMERCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED ~~APRIL~~April 30, ~~2024~~2025 AND ~~2023~~2024

	Shares		Amount		Shares			Amount			Shares			Amount			Shares		Amount		Shares			Amount			(Warrants)		Capital			Deficit			Interest			Total
	Series A				Series C						Series D										Common Stock						Additional Paid in		Additional						Non
	Preferred Stock				Preferred Stock						Preferred Stock						Common Stock				to be issued						Capital		Paid in			Accumulated			controlling
	Shares		Amount		Shares			Amount			Shares			Amount			Shares		Amount		Shares			Amount			(Warrants)		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	)
Balance April 30, 2024		125	$	12,500		1,965,157		$	1,965			803,548		$	804			29,495,189	$	29,495		33,395,883		$	33,396		$	204,385	$	55,869,674		$	(66,795,350	)	$	1,006,534		$	(9,636,597	)
Issuance of Preferred and Common Stock for Cash		-		-		-			-			-			-			-		-		2,121,000			2,121					167,879			-			-			170,000
Subscribed shares issued		-		-		-			-			-			-			4,037,571		4,037		(3,758,935	)		(3,759	)		-		(278	)		-			-			-
Conversion of notes to common shares												-			-			3,428,505		3,429		454,000			454					181,008			-			-			184,891
Issuance of common stock for cash		-		-		-			-			-			-			2,885,043		2,885		4,866,990			4,868			8,468		748,350			-			-			764,571
Issuance of common shares for cash		-		-		-			-			-			-			855,906		856		2,218,844			2,218					302,969			-			-			306,043
Issuance of common stock for services		-		-		-			-			-			-			953,956		954		-			-			-		231,902			-			-			232,856
Stocks issued as a note holder incentive		-		-		-			-			-			-			-		-		54,000			54					4,946			-			-			5,000
Stock issuances		-		-		-			-			-			-			1,091,063		1,092		(1,091,063	)		(1,092	)		-		-			-			-			-
Issuance of common shares for services		-		-		-			-			-			-			151,000		151		-			-					23,340			-			-			23,491
Commitment Shares not yet issued		-		-		-			-			-			-			-		-		200,000			200			-		18,440			-			-			18,640
Stocks issued for equity/services		-		-		-			-			-			-			346,995		347		(346,995	)		(347	)				24,653			-			-			24,653
Conversion of notes payable		-		-		-			-			-			-			850,000		850		-			-			-		84,150			-			-			85,000
Conversion of notes payable		-		-		-			-			-			-			900,000		900		886,000			886					148,214			-			-			150,000
Conversion of preferred shares		-		-		(12,000	)		(12	)		(30,000	)		(30	)		156,000		156		-			-			-		(114	)		-			-			-
Conversion of preferred shares		-		-		(60,000	)		(60	)		(536,824	)		(537	)		767,578		767		(170,754	)		(170	)				-			-			-			-
Default shares issued		-		-		-			-			-			-			664,847		665		-			-			-		(410	)		-			-			255
Warrants issued on equity issuance		-		-		-			-			-			-			-		-		-			-			218,808		(161,880	)		-			-			56,928
Net Income (loss) for the year		-		-		-			-			-			-			-		-		-			-			-		-			(2,123,634	)		8,916			(2,114,718	)
Balance April 30, 2025		125	$	12,500		1,953,157		$	1,953			773,548		$	774			40,133,669	$	40,134		33,612,875		$	33,613		$	431,661	$	56,789,834		$	(68,918,984	)	$	1,015,450		$	(10,593,065	)
Balance April 30, 2023		125	$	12,500		1,985,157		$	1,985			937,754		$	938			23,045,205	$	23,045		23,704,788		$	23,705		$	-	$	54,872,200		$	(66,150,857	)	$	969,295		$	(10,247,189	)
Balance		125	$	12,500		1,985,157		$	1,985			937,754		$	938			23,045,205	$	23,045		23,704,788		$	23,705		$	-	$	54,872,200		$	(66,150,857	)	$	969,295		$	(10,247,189	)
Issuance of Preferred and Common Stock for Cash		-		-		-			-			-			-			-		-		2,121,000			2,121			-		167,879			-			-			170,000
Conversion of notes to common shares		-		-		-			-			-			-			3,428,505		3,429		454,000			454			-		181,008			-			-			184,891
Issuance of common shares for cash		-		-		-			-			-			-			855,906		856		2,218,844			2,218			-		302,969			-			-			306,043
Issuance of common stock for cash																		855,906		856		2,218,844			2,218					302,969									306,043
Stocks issued as a note holder incentive		-		-		-			-			-			-			-		-		54,000			54			-		4,946			-			-			5,000
Issuance of common shares for services		-		-		-			-			-			-			151,000		151		-			-			-		23,340			-			-			23,491
Issuance of common stock for services																		151,000		151										23,340									23,491
Stocks issued for equity/services		-		-		-			-			-			-			346,995		347		(346,995	)		(347	)		-		24,653			-			-			24,653
Conversion of notes payable		-		-		-			-			-			-			900,000		900		886,000			886			-		148,214			-			-			150,000
Conversion of preferred shares		-		-		(20,000	)		(20	)		(134,206	)		(134	)		767,578		767		(170,754	)		(170	)		-		(443	)		-			-			-
Net Income (loss) for the year		-		-		-			-			-			-			-		-		-			-			-		-			(644,490	)		37,239			(607,251	)
Warrants issued on conversion of Notes		-		-		-			-			-			-			-		-		-			-		$	154,408		-			(3~~.00~~	)		-			154,405
Warrants issued with Common Stock		-		-		-			-			-			-			-		-		-			-		$	49,977		-			-			-			49,977
Commitment Shares not yet issued		-		-		-			-			-			-			-		-		4,475,000		$	4,475			-	$	144,908			-			-			149,383
Warrants issued on equity issuance																												49,977											49,977
Balance April 30, 2024		125	$	12,500		1,919,157		$	1,919			400,877		$	401			29,495,189	$	29,495		28,920,883		$	33,395		$	204,385	$	55,870,124		$	(66,795,350	)	$	1,006,534		$	(9,636,597	)
Commitment Shares not yet issued		-		-		-			-			-			-			-		-		4,475,000			4,475			-		144,908			-			-			149,383
Conversion of Preferred to common shares C
Commitment Shares not yet issued																						4,475,000			4,475					144,908									149,383
Conversion of Preferred to common shares C, shares
Balance April 30, 2024		125	$	12,500		1,965,157		$	1,965			803,548		$	804			29,495,189	$	29,495		33,395,883		$	33,396		$	204,385	$	55,869,674		$	(66,795,350	)	$	1,006,534		$	(9,636,597	)
Conversion of Preferred to common shares D
Balance		125	$	12,500		1,965,157		$	1,965			803,548		$	804			29,495,189	$	29,495		33,395,883		$	33,396		$	204,385	$	55,869,674		$	(66,795,350	)	$	1,006,534		$	(9,636,597	)
Conversion of Preferred to common shares D, shares
Issuance for Notes payable
Issuance for Notes payable, shares
Stocks issued for equity
Stocks issued for equity, shares
Reconcilimg shares
Reconciling shares, shares
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			-	$	53,213,898		$	(67,180,393	)	$	978,375		$	(12,949,219	)
Balance		125	$	12,500		2,163,000		$	2,363			618,411		$	618			15,128,005	$	15,128		8,916,805		$	8,292			-	$	53,213,898		$	(67,180,393	)	$	978,375		$	(12,949,219	)
Conversion of Preferred to common shares C		-		-		(462,792	)		(462	)		-			-			1,388,376		1,388		1,175,101								296,958			-			-			297,884
Conversion of Preferred to common shares D												(141,053	)		(141	)		564,212		564		-			-					141,053			-			-			141,476
Issuance of common shares for cash		-		-		-			-			-			-			505,219		505		2,908,704			2,909					264,086			-			-			267,500
Issuance of shares for services		-		-		-			-			-			-			2,328,899		2,329		-			-					334,117			-			-			336,446
Issuance of common shares for services		-		-		-			-			-			-			2,328,899		2,329		-			-					334,117			-			-			336,446
Issuance for Notes payable		-		-		-			-			-			-			250,000		250		-			-					34,160			-			-			34,410
Stocks issued as note holder incentive		-		-		-			-			-			-			2,014,589		2,015		507,360			507					220,956			-			-			223,478
Stocks issued as a note holder incentive		-		-		-			-			-			-			2,014,589		2,015		507,360			507					220,956			-			-			223,478
Stocks issued for equity		-		-		-			-			-			-			865,905		866					-					146,614			-			-			147,480
Reconcilimg shares		-		-		278,949			78			460,343			461							11,371,919			11,997					220,364			-						232,900
Net Income (loss) for the year		-		-		-			-			-			-			-		-		-			-			-		-			1,029,536			(9,080	)		1,020,456
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	)
Balance		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	)

See accompanying notes to consolidated financial statements.

Page 3239 of 5562

SPARTA COMMERCIAL SERVICES, INC.

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF CASH FLOWS

~~For~~FOR THE ~~the~~YEARS ~~fiscal~~ENDED ~~years~~APRIL ~~ending~~30, ~~April~~2025 30AND 2024

	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income ( loss )	$	(607,251	)	$	1,020,456
Net Loss	$	(2,114,718	)	$	(607,251	)
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		266,658			(634,827	)
Loss (Gain) from change in fair value of derivative liabilities		(634,827	)		(2,170,516	)
Financing Cost		56,928			154,405
Non-cash financing cost		154,405			(2,976	)
Extinguishment of Convertible Notes Payable		-			(180,700	)
Write off convertible notes		(180,700	)		-
Shares issued for services		232,856			48,144
Shares issued for services		48,144			-
Shares issued as note holder incentive		18,895			5,000
Stocks issued as note holder incentive		5,000			-
Conversion of notes payable to equity		85,000			500,804
Conversion of notes payable to equity		500,804
Changes in operating assets and liabilities
Accounts receivable		(61,~~724~~557	)		-(6,724	)
Inventory		(31,~~004~~603	)		-(3,004	)
Other assets		-(606,802	)		-
Accounts payable and accrued expenses		~~(490~~831,~~265~~552	)		(1490,~~931,727~~265	)
Deferred revenue		-			-
Net cash used in operating activities	$	(1,229,677	)	$	(1,214,419	)
Net cash used in operating activities	$	(1,214,419	)	$	(3,084,763	)
CASH FLOWS FROM INVESTING ACTIVITIES:	$	-		$	-
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft	$	~~(54,410~~-	)	$	-(54,410	)
Proceeds from sale of stock		~~476~~764,~~043~~571			1476,~~245,190~~043
Net Proceeds from notes payable		~~688~~525,~~985~~000			1688,~~516,573~~985
Proceeds from conversion		-			439,360
Change in related parties		-			201,324
Changes in related parties		201,324			(112,650	)
Conversion of promissory notes		-			(597	)
Conversion of promissory notes		(597	)		-
Repayments of notes payable		(29,000	)		-
Net cash provided by financing activities	$	1,311,345		$	3,088,474
Repayment of related party loans		(844	)		-
Net (decrease) increase in cash	$	96,925		$	3,711
Net cash provided by financing activities	$	1,259,727		$	1,311,345
Cash and cash equivalents, beginning of period		4,028			317
Net increase in cash	$	30,050		$	96,925
Cash and cash equivalents , end of period	$	100,953		$	4,028
Cash and cash equivalents, beginning of period		100,953			4,028
Cash and cash equivalents , end of period	$	131,003		$	100,953
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

See accompanying notes to consolidated financial statements.

Page 3340 of 5562

SPARTA COMMERCIAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, ~~2024~~2025 AND ~~2023~~2024

NOTE A – SUMMARY OF ACCOUNTING POLICIES

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

Business

Sparta Commercial Services, Inc. (“Sparta,” “we,” “us,” or the “Company”) is a Nevada corporation with headquarters in New York, ~~City~~New York, and a corporate website at www.spartacommercial.com, with subsidiary addresses in Stamford, CT. We ~~are~~operate as a multi-disciplined parent corporation ~~operating~~ across ~~three~~four primary business sectors: –FinTech Services, Financial Services, E-Commerce & Mobile Technology, and Health and Wellness. ~~(www~~Our operations are conducted through wholly owned subsidiaries and joint ventures that provide specialized financing products, technology-driven solutions, and consumer wellness offerings.~~spartacommercial.com).~~

~~Sparta’s~~Agoge ~~roots~~Global ~~are~~USA, ~~in the Powersports industry~~Inc. ~~The~~is ~~Company~~a ~~provided~~fintech ~~retail~~company ~~installment~~revolutionizing ~~loans~~cross-border ~~and~~trade ~~leases~~for ~~through~~Brazilian ~~authorized~~importers ~~motorcycle~~by ~~dealerships in~~offering 33staged ~~states, with~~ financing ~~provided by institutional lenders. The Company also maintained a full underwriting~~ and ~~servicing platform~~automated ~~for~~payment ~~its portfolio~~solutions. ~~Notwithstanding~~Through ~~the~~a ~~discontinuance~~joint ofventure ~~our~~with ~~initial~~Brazil’s ~~focus~~WeDev onGroup, ~~consumer~~Agoge ~~loans~~provides ~~and~~a ~~leases~~proprietary ~~post~~platform ~~Lehman~~that ~~and~~simplifies ~~during the 2008~~and ~~financial~~accelerates ~~crisis~~invoice payments, incustoms ~~2007~~clearance, ~~the~~and ~~Company~~regulatory ~~introduced~~compliance. aThe ~~new~~system ~~initiative,~~reduces ~~Municipal~~costly ~~Financing (www.spartamunicipal.com)~~delays, ~~which~~lowers ~~has~~transaction ~~financed~~fees, ~~over~~and ~~100~~improves ~~jurisdictions~~cash toflow ~~date.~~by ~~Sparta’s~~enabling ~~Municipal~~importers ~~Finance program is available~~ to ~~all~~pay ~~nonprofit organizations~~suppliers, ~~institutions~~freight, and ~~entities.~~ ~~All~~customs ~~nonprofit~~fees ~~organizations~~in ~~which~~stages—giving ~~adhere~~them time to ~~I.R.S.~~sell ~~guidelines,~~goods before ~~including~~loans ~~501~~mature. ~~(c)~~Positioned 3in ofa ~~the~~$252B ~~Internal Revenue Code~~market, ~~are~~Agoge ~~eligible. Both~~is ~~public~~targeting ~~nonprofits,~~small-to-midsize ~~also~~importers ~~known~~across ashigh-demand ~~public~~sectors ~~charities supported with publicly collected funds,~~ and ~~private~~is ~~nonprofits, also known as~~seeking ~~private~~debt ~~foundations~~financing ~~backed~~to byscale anits ~~individual~~platform orand ~~business~~meet ~~entity,~~growing ~~qualify~~client ~~for the program~~demand.

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 2026 and the Company can make no assurances that the described plan will reach implementation. In addition, the Company completed and tested a cryptocurrency payment gateway called SpartaPayIQ, www.SpartaPayIQ.com, which was formally announced on March 3, 2022.

In 2007, the Company introduced a new initiative, Municipal Financing, (www.spartamunicipal.com), which since inception and through the current date has provided financing 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.

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

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

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

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

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

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

Basis of Presentation

The accompanying condensed consolidated financial statements as of April 30, ~~2024~~2025, and ~~2023~~2024 have been prepared by the Company according to the rules and regulations of the Securities and Exchange Commission, including Form 10-K 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 present the operating results for the respective periods fairly. The Company believes that the disclosures provided are adequate to make the information presented accurate.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary. 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 stockholders’ deficit.

Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

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Revenue Recognition

~~During~~Revenue ~~the~~is ~~first~~recognized ~~quarter~~in ofaccordance ~~2018,~~with ~~the~~Accounting ~~Company~~Standards ~~adopted~~Codification ~~ASU~~(“ASC”) ~~2014-09,~~ Revenue from Contracts with Customers. ~~(Topic~~Under ASC 606), ~~using~~ the ~~cumulative-effect method.~~Company ~~The~~recognizes ~~new~~revenue ~~standard~~utilizing ~~requires~~the anfollowing ~~entity~~steps: to(1) ~~recognize~~identify ~~revenue~~the ~~when~~contract itwith ~~transfers~~a ~~promised~~customer; ~~goods~~(2) oridentify ~~services~~the toperformance obligations ~~customers~~ in ~~an amount that reflects~~ the ~~consideration~~contract; to(3) ~~which~~determine the ~~entity~~transaction ~~expects~~price; to(4) beallocate ~~entitled~~the intransaction ~~exchange~~price ~~for~~to ~~those~~each ~~goods~~performance orobligation ~~services. The adoption did~~in ~~not~~the ~~have~~contract; anand ~~impact~~(5) inrecognize ~~our~~revenue ~~consolidated~~when ~~financial~~each ~~statements,~~performance ~~other~~obligation ~~than~~is ~~the enhancement of our disclosures related to our revenue-generating activities~~satisfied.

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

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’s ~~records~~main ~~deferred~~source ~~revenues~~of ~~when~~revenue ~~cash~~is comprised ~~payments are received or due in advance~~ of ~~our performance,~~the ~~including amounts which are refundable.~~following:

●

Information Technology-Sparta creates mobile applications (mobile apps) for small and medium-size businesses under the tradename iMobileApp. iMobileApp. Sparta provides Cyclechex Motorcycle History Reports (Cyclechex.com) contain valuable information for consumers, motorcycle dealers, insurers, auction houses, and lenders including verifying the specific make, model, and year of a pre-owned motorcycle. Also, through its websites (www.cyclechex.com) Sparta provides vehicle history report which contain valuable information for consumers, dealers, insurers, auction houses, and lenders. Revenues from mobile app 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.

●

Wellness products- Our Wellness products feature 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. In addition to our B to C website: www.newworldhealthbrands.com, our Wellness products are also offered on on-line marketplaces such as Amazon, Walmart, and Etsy. Revenues from New World Health Brands products are generally recognized upon delivery.

●

Merchant financing - Sparta offers Brazilian importers staged financing and automated payment solutions. The system reduces costly delays, lowers transaction fees, and improves cash flow by enabling importers to pay suppliers, freight, and customs fees in stages—giving them time to sell goods before loans mature. Revenues from merchant financing is recognized monthly based on the outstanding balance of the loans.

The following table presents our revenues disaggregated by revenue source:

SCHEDULE OF DISAGGREGATION REVENUE

	2024		2023
	2025		2024
	Year Ended April 30,
	2024		2023
	2025		2024
Information Technology	$	~~166~~118,~~670~~266	$	~~235~~166,~~134~~670
New World Health Brands		25,370		21,772
Wellness products		37,767		25,370
Revenues	$	192,040	$	256,906
Merchant financing		79,511		-
Revenues	$	235,544	$	192,040

Cash and Cash Equivalents

~~For the~~The ~~purpose~~Company ofconsiders ~~the accompanying financial statements,~~ all highly- liquid ~~investments~~accounts with aoriginal ~~maturity~~ maturities of three months or less ~~are considered~~ to be cash equivalents. At April 30, 2025, and April 30, 2024, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of April 30, 2025, and April 30, 2024. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time.

Website Development Costs

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

Fair Value Measurements

The Company 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 hierarchy gives the highest priority to unadjusted quoted prices in active markets the lowest priority to unobservable inputs to fair value measurements of certain assets and Liabilities. The three levels of the fair value hierarchy under ASC 820 are described below:

●	Level 1 — Quoted prices for identical instruments in active markets. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain securities that are highly liquid and are actively traded in over-the-counter markets.

●	Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which all significant inputs and significant value drivers are observable in active markets.

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Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurements. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques based on significant unobservable inputs, as well as management judgments or estimates that are significant to valuation.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. ~~For~~Observable ~~some~~inputs ~~products~~may ornot inalways ~~certain~~be ~~market~~available ~~conditions,~~for ~~observable~~some ~~inputs~~products ~~may~~or ~~not~~in ~~always~~certain bemarket ~~available~~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 that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at year-end based on enacted laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

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

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 and is recognized over ~~the~~ the service period, which is usually the vesting period. This guidance establishes standards for the accounting for 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 that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

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

Inventories

Property and Equipment

Property and equipment are recorded at cost. Minor additions and renewals are expensed in the year incurred. Major 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. Estimated useful lives of major depreciable assets are as follows:


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

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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 credit institutions. At times, such investments may be in excess of 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.

AtThe ~~April~~Company 30has 33,612,875 ~~2024~~ and ~~2023~~33,395,883 ~~81 million potential~~ shares ~~(including~~of ~~29,495,189~~common ~~shares~~classified as to be issued ~~included~~at onApril ~~the~~30, ~~balance~~2025, ~~sheet)~~ and ~~152 potential~~April ~~shares~~30, ~~(including 8~~2024,~~916,805)~~ ~~shares to be issued~~ respectively included on the balance sheet), ~~respectively,~~ were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of April 30, ~~2024~~2025, and ~~2023~~2024, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815.

~~Convertible~~The Company determined the fair value of the derivative ~~Instruments~~liabilities of convertible notes using a Black-Scholes option-pricing model with the following assumptions, market value of common stock on measurement date, risk free interest rate, expected volatility, expected dividend yields and instrument lives in years.

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~~Page ~~accounts~~45 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 upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.62

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Reclassifications

Certain ~~reclassifications~~ amounts for the prior year have been ~~made~~revised toor reclassified to conform to ~~prior~~the ~~periods’~~current ~~data~~year topresentation, including the ~~current~~ presentation. ~~These~~of ~~reclassifications~~Preferred ~~had~~stock noC, Preferred stock D and previously included in ~~effect~~Additional onpaid-in-capital. ~~reported~~No ~~losses~~change in net loss resulted from these reclassifications.

Recent Accounting Pronouncements

~~In March~~Recently ~~2019,~~adopted ~~the~~accounting ~~FASB~~pronouncements ~~issued ASU 2019-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based~~require ~~Payment~~public ~~Accounting”~~companies ~~(ASU 2018-09). This ASU makes several modifications~~ to ~~Topic~~disclose ~~718 related to~~ the ~~accounting~~impact ~~for~~of ~~forfeitures, employer~~new ~~tax~~standards ~~withholding~~ on ~~share-based~~their ~~compensation, and the~~ financial ~~statement~~statements, ~~presentation~~including ofdetails ~~excess~~about ~~tax benefits or deficiencies. ASU 2018-09 also clarifies~~ the ~~statement of cash flows presentation for certain components of share-based awards. The~~ standard, isthe ~~effective~~adoption ~~for~~date, ~~interim~~method ~~and~~of ~~annual reporting periods beginning after December 15~~adoption, ~~2018,~~and ~~with~~expected ~~early adoption permitted~~effects. These ~~The~~disclosures ~~Company~~help ~~adopted~~investors ~~this~~understand ~~guidance on~~how ~~May~~changes 1,in ~~2019~~accounting ~~and~~principles will itaffect ~~did~~a ~~not have an impact on the Company~~company’s ~~consolidated~~ financial ~~statements~~performance and ~~related disclosures~~position.

InRecently Adopted Accounting ~~August~~Pronouncements. In ~~2014~~November 2023, the FASB issued ASU ~~2014~~2023-1507, ~~“Presentation~~Segment ofReporting ~~Financial~~(Topic ~~Statements~~280). -The ~~Going~~amendments ~~Concern~~in ~~(Topic~~this ~~205-40):~~update expand ~~Disclosure~~segment ~~of Uncertainties~~disclosure ~~about~~requirements, anincluding ~~Entity’s~~new ~~Ability~~segment todisclosure ~~Continue~~requirements asfor entities with a ~~Going~~single ~~Concern”~~reportable ~~(“ASU~~segment ~~2014-15”)~~among other disclosure requirements. This ~~amendment~~update ~~prescribes that~~is aneffective ~~entity~~for ~~should~~fiscal ~~evaluate~~years ~~whether~~beginning ~~there~~after ~~are~~December ~~conditions~~15, ~~or events~~2023, ~~considered~~and ininterim ~~the~~periods ~~aggregate,~~within fiscal years ~~that~~beginning ~~raise~~after ~~substantial~~December ~~doubt~~15, ~~about the~~2024. ~~entity’s~~Adoption ~~ability~~of tothis ~~continue~~standard asis on a ~~going~~modified ~~concern~~retrospective ~~within~~basis ~~one~~and ~~year~~had ~~after~~no ~~the~~impact ~~date~~on ~~that~~ the Company’s financial ~~statements~~position, ~~are~~results ~~issued.~~of ~~The amendments~~operations, ~~became~~cash ~~effective~~flows ~~for~~or ~~the~~net ~~Company’s~~income ~~annual~~per ~~and~~share. ~~interim~~As ~~reporting~~of ~~periods~~2024 ~~beginning~~and ~~May~~2023 1,the ~~2019.~~Company ~~The~~had ~~Company~~one ~~will~~reporting ~~begin~~segment, ~~evaluating~~all ~~going~~revenue ~~concern~~is ~~disclosures~~reported ~~based~~under on this ~~guidance~~segment ~~upon~~Sparta ~~adoption~~Commercial Services, Inc.

~~The~~Other accounting standards and amendments to existing ~~FASB~~accounting standards that have been issued ~~the~~and ~~following~~have ~~accounting~~future ~~standard~~effective ~~updates~~dates ~~related~~are not applicable or are not expected to ~~Topic~~have ~~606,~~a ~~Revenue~~significant impact ~~Contracts~~on ~~with~~the ~~Customers:~~Company’s consolidated financial statements.

●Page ~~ASU~~46 ~~No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize revenue through the application~~ of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. ● ASU No. 2018-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2018-08”) in March 2018. ASU 2019-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations. ● ASU No. 2018-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2018-10”) in April 2018. ASU 2018-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ● ASU No. 2018-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2018 EITF Meeting (SEC Update) (“ASU 2018-11”) in May 2018. ASU 2018-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2018 EITF meeting. The SEC Staff is rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606. ● ASU No. 2018-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients in May 2018. ASU 2018-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas and adds some practical expedients to the guidance.62

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A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, we have yet to determine whether implementation of such proposed standards would be material to our consolidated financial statements.

NOTE B – GOING CONCERN MATTERS

The accompanying consolidated financial statements have been prepared on a going -concern basis, which contemplates the realization of ~~assets~~ assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements show that the Company has incurred recurring losses and generated negative cash flows from operating activities since inception. As of April 30, ~~2024~~2025, the Company had an accumulated deficit of $6668,~~795~~918,~~350~~ 984 and a working capital deficit (total current liabilities exceeded total current assets) of $9,569,218. As of April 30, 2024, the Company had an accumulated deficit of $66,795,350 and a working capital deficit of $9,008,519. 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 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 consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

To improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers, private equity groups, 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 outstanding numerous 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	April 30, ~~2024~~2025		April 30, ~~2023~~2024
Notes convertible at holder’s option	$	2,~~723~~667,~~197~~644	$	2,~~103~~723,~~256~~197
Notes convertible at Company’s option		335,700		335,700
Non-convertible notes payable		23,~~399~~063,~~221~~011		2,~~659~~399,~~519~~221
Subtotal		5,498,118		5,098,475
Accrued interest		1,907,405		1,710,363
Less debt discount		-		-
Notes payable current		7,973,760		7,168,481
Total	$	5,498,118	$	5,098,475
Add non-current portion		396,614		-
Total	$	8,370,374	$	7,168,481

Certain ~~of the~~ notes payable ~~contain~~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 3040% to ~~48% to~~ market value.

~~Amortization of~~Page ~~debt~~47 ~~discount~~of ~~for the years ended April 30, 2024, and 2023 was $0 and $0, respectively.~~62

~~Page~~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 55entering 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.

The ~~Company’s~~ ~~derivative~~change ~~financial~~in ~~instruments~~fair ~~consist~~value of ~~embedded derivatives related to~~ the ~~outstanding short term Convertible Notes Payable. These embedded derivatives include certain conversion features indexed to the Company’s common stock. The accounting treatment of~~ derivative ~~financial~~liabilities ~~instruments requires that the Company record the derivatives and related items at their fair values as~~ of ~~the inception~~convertible ~~date~~notes ofoutstanding ~~the Convertible Notes Payable and~~ at ~~fair~~April ~~value as of each subsequent balance sheet date. In addition~~30, ~~under the provisions of Accounting Standards Codification subtopic 815-40~~2025, ~~Derivatives~~ and ~~Hedging;~~2024 ~~Contracts~~was incalculated ~~Entity’s~~with ~~Own Equity (“ASC 815-40”), as a result of entering into~~ the ~~Convertible~~following ~~Notes~~average ~~Payable~~assumptions, ~~the~~using Company is required to classify all other non-employee stock options and warrants as derivative liabilities and mark them to market at each reporting date. Any change in fair value inclusive of modifications of terms will be recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a ~~non~~Black-~~operating,~~Scholes ~~non~~option-~~cash~~pricing ~~charge.~~model Ifare ~~the~~as ~~fair value of the derivatives is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income.~~follows:

The change in fair value of the derivative liabilities of convertible notes outstanding at April 30, 2024 and 2023 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~~	3.6	%	~~1.4% to 4~~	%
Expected stock price volatility		144	%	~~123~~	%
Expected dividend payout		0		0
Expected options life in years	~~Ranging from~~	2 years		~~1 year to 2 years~~

Changes in derivative liability during the years ended April 30, ~~2024~~2025, and ~~2023~~2024 were:

	2024			2023
	2025			2024
	April 30,
	2024			2023
	2025			2024
Balance, beginning of year	$	1740,~~375,767~~940		$	31,~~546~~375,~~283~~767
Balance	$	1,375,767		$	3,546,283
Derivative liability reclassified to additional paid in capital		(0	)		(0	)
Derivative financial liability arising on the conversion of notes and warrants		(241,391	)		(195,968	)
Fair value adjustments		(393,436	)		(1,974,548	)
Balance, end of year	$	740,940		$	1,375,767
Balance	$	740,940		$	1,375,767
Derivative liability reclassified to additional paid in capital		-			-
Derivative financial liability arising on the conversion of notes and warrants		-			(241,391	)
Fair value adjustments		266,658			(393,436	)
Balance, end of year	$	1,007,598		$	740,940
Balance	$	1,007,598		$	740,940

NOTE D – LOANS PAYABLE TO RELATED PARTIES

As of April 30, ~~2024~~2025, and ~~2023~~2024, aggregated loans payable to related parties and, without demand to officers and directors were $~~637~~636,~~077~~233 and $~~435~~637,~~753~~ 077 respectively.

NOTE E – EQUITY TRANSACTIONS

Common Stock

The Company is authorized to issue 750,000,000 shares of common stock, $0.001 par value.

On December 30, 2020, Sparta Commercial Services, Inc. (the “Company”) filed with the Secretary of State of the state of Nevada, a Certificate of Amendment to its Articles of Incorporation (the “Amendment”). The Amendment was effective as of December 30, 2020. On July 9, 2020, the Board of Directors of the Company declared July 30, 2020 as the effective date for the 1 for 100 reverse stock split (the “Reverse Stock Split”), previously approved by the stockholders of the Company by written consent in accordance with the information contained in the Schedule 14C Information Statement filed with the Securities and Exchange Commission on July 9, 2020. FINRA reviewed and authorized the corporate action changing the effective date to December 30, 2020 (the “Effective Date”).

As a result of the Reverse Stock Split, every one hundred shares of outstanding common stock was automatically be converted into one share of the Company’s common stock immediately prior to the opening of trading on the next business day after the Effective Date. If, as a result of the reverse split, a stockholder was left with a fractional share, that stockholder received one full share in lieu of such fractional share. Immediately after the effectiveness of the reverse split, there were 7,027,930 shares of the Company’s common stock issued and outstanding. The aggregate number of shares of common stock that the Company is authorized to issue remained the same and was unaffected by the Reverse Stock Split. All outstanding stock options and other contractual rights including the preferred stock entitling the holders of such rights to acquire shares of common stock outstanding at the Effective Date will be appropriately adjusted to give effect to the Reverse Stock Split.

~~Page~~The Company 41is authorized to issue 750,000,000 shares of 55common stock, $0.001 par value. The Company had 40,133,669 and 29,495,189 shares of common stock issued and outstanding as of April 30, 2025, and April 30, 2024, respectively. The Company had 33,612,875 and 33,395,883 shares of common classified as to be issued at April 30, 2025, and April 30, 2024, respectively.

~~The~~During ~~Company~~the ~~had~~year ~~29,495,189 and~~ended ~~23,045,205 shares (post-split) of common stock issued and outstanding as of~~ April 30, ~~2024 and 2023~~2025, ~~respectively.~~the ~~The~~ Company ~~had 28,920,883 and 23,704,788 shares of common classified as to be issued at April 30, 2024 and April 30, 2023, respectively.~~:

~~During the~~● ~~year~~Converted ~~ended~~12,000 ~~April~~Series C preferred shares to 36,000 shares of common stock ● Converted 30,000 ~~2024~~Series D preferred shares to 120,000 shares of common stock ● Issued 8,013,677 shares and 16,992 shares to be issued valued at $821,499 to accredited investors related to equity investments ● Issued 664,847 shares of common stock to be issued as an incentive or penalty to noteholders valued at $255 ● Issued 850,000 shares of common stock valued at $85,000 relating to the ~~Company:~~conversion of promissory notes ● Issued 953,956 shares valued at $232,856 for consulting services

Page 48 of 62

During the year ended April 30, 2024, the Company:

	●	Converted 20,000 Series C preferred shares to 767,578 shares of common stock
	●	Converted 134,206 Series D preferred shares to 536,824 shares of common stock
	●	Issued 1,512,759 shares of common stock valued at $123,000 to seven accredited investors related to equity investments
	●	Issued 185,000 shares valued at $15,905 to accredited investors related to promissory notes.
	●	Issued 25,000 shares of common stock for consulting services valued at $3,875
	●	Issued 3,507,952 shares of common stock valued at $256,716 relating to the conversion of promissory notes
	●	Issued 149,989 shares valued at $23,490 for services rendered

During the year ended April 30, 2023 the Company:

● Converted 462,792 Series C preferred shares to 1,388,000 shares of common stocks ● Converted 141,053 Series D preferred shares to 564,212 shares of common stocks. ● Issued 505,212 shares of common stocks with unissued remaining of 2,908,714 for cash of $267,500 ● Issued 2,328,899 shares of common stocks for consulting services valued at $336,446 ● Issued 250,000 shares of common stock for conversion of notes payable valued at $25,000 ● Issued 2,014,589 shares of common stocks as an incentive to noteholders valued at $279,414 ● Issued 1,371,124 shares of common stock valued at $99,581 to six accredited investors related to equity investments

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 per share liquidation value, and 2,000,000 shares have been designated as Series D Preferred Stock with a $1 per share liquidation value.

AsDuring ofthe year ended April 30, ~~2024~~2025, ~~and 2023~~ the Company ~~had~~:

	●	Converted 12,000 Series C preferred shares to 36,000 shares of common stock
	●	Converted 30,000 Series D preferred shares to 120,000 shares of common stock

During the year ended April 30, 2024, the Company:

	●	Converted 20,000 Series C preferred shares to 767,578 shares of common stock
	●	Converted 134,206 Series D preferred shares to 536,824 shares of common stock

As of April 30, 2025, and 2024 the Company had:

Preferred stock outstanding shares	~~2024~~2025		~~2023~~2024
Series A		125		125
Series B		-		-
Series C		1,~~919~~953,157		1,~~979~~965,157
Series D		~~400~~773,~~877~~548		~~937~~803,~~701~~548
Preferred stock outstanding shares		~~400~~773,~~877~~548		~~937~~803,~~701~~548

NOTE F – FAIR VALUE MEASUREMENTS

The Company follows the guidance established pursuant to ASC 820 which established a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ~~ASC~~Level ~~820~~3, ~~describes~~unobservable ~~the~~inputs ~~following~~when ~~three~~there ~~levels~~is little or no market data available, thereby requiring an ofentity ~~inputs~~to ~~that~~develop ~~may~~its beown assumptions was used:.

~~Level 1:~~The ~~Quoted~~change ~~prices~~in ~~(unadjusted)~~fair invalue ~~active~~of ~~markets~~the ~~that~~derivative ~~are~~liabilities ~~accessible~~of atconvertible ~~the~~notes ~~measurement~~outstanding ~~date~~at ~~for~~April ~~identical~~30, ~~assets~~2025, and ~~liabilities.~~2024 ~~The fair~~was ~~value~~calculated ~~hierarchy~~with ~~gives~~ the ~~highest~~following ~~priority~~average toassumptions, ~~Level~~using 1a ~~inputs.~~Black-Scholes option-pricing model are as follows:

Page 42 of 55

Significant Assumptions:
Risk free interest rate	Ranging from 3.6 % to 3.85	%
Expected stock price volatility	Ranging from 136% to 198	%
Expected dividend payout	0
Expected options life in years	Ranging from 1-2 years

~~Level 3:~~Page ~~Unobservable~~49 ~~inputs~~of ~~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.~~62

The table below summarizes the fair values of financial liabilities as of April 30, ~~2024~~2025:

	Fair Value at		Fair Value Measurement Using
	April 30, 2025		Level 1		Level 2		Level 3
Derivative liabilities	$	1,007,598		-		-	$	1,007,598

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

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

Fair values of financial liabilities as of April 30, 2023 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 which incorporate 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 in accordance with ASC Topic 825 “The Fair Value Option for Financial Issuances”.

NOTE G - PROPERTY AND EQUIPMENT

Major classes of property and equipment at April 30, ~~2024~~2025, and ~~2023~~2024 consist of the followings:

SCHEDULE OF PROPERTY AND EQUIPMENT

	2024			2023
	2025			2024
Computer equipment, software and furniture	$	213,262		$	213,262
Less: accumulated depreciation		(213,262	)		(213,262	)
Net property and equipment	$	-		$	-

All equipment ~~are~~is fully depreciated as of the fiscal year end April 30, ~~2024~~2025, and ~~2023~~2024. No additional investment in equipment for both fiscal ~~year~~years.

NOTE H – WARRANTS AND STOCK OPTIONS:

~~Stock options totaling 290,000 shares were issued to employees or service providers during the year ended April 30, 2024.~~ As of April 30, ~~2024~~2025, a total of 1114,~~812~~937,~~708~~ 705 stock options were vested. The computed fair value was $~~204~~546,~~385~~812.

Page 4350 of 5562

NOTE I -– ~~INCOME~~LOANS ~~TAXES~~RECEIVABLE

AtThe ~~April 30, 2024, the~~ Company has ~~available~~outstanding ~~for~~loan ~~federal~~receivables ~~income~~from ~~tax~~short-term ~~purposes~~lines aof ~~net~~credit ~~operating~~extended ~~loss~~to ~~carry~~merchants. ~~forward~~These ofreceivables ~~approximately~~are ~~$66,795,347 that~~measured ~~may~~at beamortized cost ~~used~~and toinclude ~~offset~~an ~~future~~allowance ~~taxable~~for ~~income~~credit ~~and~~losses ~~expiring~~based ~~through~~on ~~the~~expected ~~tax~~credit ~~year~~loss ~~2036,~~models. ~~subject~~Management toassessed ~~certain~~that ~~limitation~~the ~~pursuant~~receivables toare ~~Internal~~subject ~~Revenue~~to ~~Code~~minimal ~~Section~~credit ~~382.~~risk ~~The~~because ~~Company~~the ~~has~~lines ~~provided~~of acredit ~~valuation~~are ~~reserve~~secured ~~against~~by ~~the~~liens ~~full~~on ~~amount~~merchant ofassets. ~~the~~Consequently, ~~net~~there ~~operating~~is ~~loss~~$0 ~~benefit,~~allowance ~~since~~for credit inlosses ~~the~~as ~~opinion~~ of ~~management~~April ~~based~~30, ~~upon~~2025, ~~the~~reflecting ~~earnings~~management’s ~~history~~assessment of the ~~Company;~~collectability itof isthese ~~more~~loans. ~~likely~~The ~~than~~Company ~~not~~monitors economic and regulatory developments that, could impact the ~~benefits~~valuation ~~will~~and ~~not~~recoverability ~~be realized~~of the receivables.

NOTE J - INCOME TAXES

At April 30, 2025, the Company has available for federal income tax purposes a net operating loss-carry forward of approximately $65,434,872 that may be used to offset future taxable income and expiring through the tax year 2036, subject to certain limitation pursuant to Internal Revenue Code Section 382. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company, it is more likely than not that the benefits will not be realized.

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

	2024			2023
	2025			2024
	Years Ended April 30,
	2024			2023
	2025			2024
Federal statutory income tax rate		(21.0	)%		(21.0	)%
State income taxes, net of federal benefit		(7.1	)		(7.1	)
Permanent differences		6.7			6.7
Change in valuation allowance		21.4			21.4
Provision for income taxes		0.0	%		0.0	%

Components of deferred tax assets as of April 30, ~~2024~~2025, and estimated ~~2023~~2024 are as follows:

SCHEDULE OF DEFERRED TAX ASSETS

	2024			2023
	2025			2024
	April 30,
	2024			2023
	2025			2024
Noncurrent:
Net operating loss carry forward	$	13,612,679		$	14,753,877
Net operating loss-carry forward	$	14,008,164		$	13,612,679
Valuation allowance		(1314,~~612~~008,~~679~~164	)		(1413,~~753~~612,~~877~~679	)
Net deferred tax asset	$	-		$	-

~~NOTE~~The difference between the income tax expense of zero shown in the statement Jof operations and pre-tax ~~COMMITMENTS~~book ~~AND~~net ~~CONTINGENCIES~~loss times the change in valuation rate of 21.4% in table above is due to the change in the valuation allowance.

NOTE K - 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 ~~sub-lease~~sublease which ~~expired~~ expired on July 31, 2018, and continues on a month-to-month basis thereafter. The monthly base rent is $56,~~100~~000.

Rent expense was $9072,~~946~~000 and $6890,~~000~~946 for the years ended April 30, ~~2024~~2025, and ~~2023~~2024, respectively.

Employment and Consulting Agreements

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

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

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

Litigation

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

As of April 30, ~~2024~~2025, wethere ~~have~~is ~~not~~no ~~been~~pending ~~named~~litigation asagainst ~~parties~~Sparta toand any ~~further~~and ~~legal~~all ~~proceedings. The two litigations disclosed~~ prior ~~are~~litigation ~~updated below.~~has ~~From~~been ~~time to time~~discontinued, ofsettled ~~course,~~or ~~we may become involved in further legal proceedings, which sometimes arise due to the very nature~~otherwise ofresolved ~~and~~with inno ~~the~~liability ~~ordinary~~whatsoever ~~course~~against ~~of this business~~Sparta.

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

Concerning the above, 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. Thereafter, on August 22, 2018, Plaintiff brought a second motion seeking summary judgment on the liability issue, which again was 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 determined such notes to be criminally usurious and, therefore, unenforceable. Since identical affirmative defenses were raised on behalf of the Company, the pending action is expected to be discontinued by plaintiff, with prejudice. Counsel for the parties have been working on a stipulation of discontinuance to that effect.

NOTE K – SUBSEQUENT EVENTS

The Company has evaluated subsequent events for recognition and disclosure as of the date the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures.

~~The~~Subsequent ~~Company~~to ~~issued~~April 430,~~281~~ 2025,~~881~~ ~~common~~the ~~shares in exchange for $330,000.~~Company:

~~The Company~~● ~~issued~~Issued ~~750~~781,986 shares valued at $60,000 ~~common~~to ~~shares~~accredited ~~pursuant~~investors related to ~~debt~~equity ~~conversion~~investments. of● ~~$75~~Issued 450,000 shares valued at $54,435 for consulting services. ● Issued 136,009 shares valued at $19,985 for the extinguishment of debt.

~~The Company~~Page ~~issued~~51 ~~200,000~~of ~~common shares in exchange for services.~~62

Page 44 of 55

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Engagement of New Certifying Accountant

On December 5, 2022 Victor Mokuolu, CPA (VMCPA) was engaged as the Registrant’s independent auditors, commencing with the financials for the quarter October 31, 2022.

During the two most recent fiscal years and the interim period preceding the engagement of VMCPA, Registrant had not consulted with VMCPA regarding either:

i.	the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Registrant’s financial statements, and either a written report or oral advice was provided to the Company by VMCPA that VMCPA concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing, or financial reporting issue; or

ii.	any matter that was either the subject of a disagreement or event identified in response to paragraph (a) (1) (iv) of Item 304, as those terms are used in Item 304 (a) (1) (iv) of Regulations S-B and S-K and the related instructions to Item 304 of Regulations S-B and S-K.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired. N/A

ITEM 9A. 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 time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of April 30, ~~2024~~2025. Based on the evaluation of these disclosure controls and procedures, and considering 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.

Page 4552 of 5562

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 conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, ~~2024~~2025, using the criteria established in 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 important 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 April 30, 2023, we determined that control deficiencies existed that constituted material weaknesses, as described below:

●	lack of documented policies and procedures;
●	we have no audit committee;
●	there is a risk of management override given that our officers have a high degree of involvement in our day-to-day operations;
●	there is no effective separation of duties, which includes monitoring controls, between the members of management.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. As a result, we have not been able to take steps to improve our internal controls over financial reporting during the year ended April 30, 2024. However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. Management is currently evaluating what steps can be taken in order to address these material weaknesses.

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

As a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of April 30, ~~2024~~2025 based on criteria established in Internal Control—Integrated Framework issued by COSO.

In light of these significant deficiencies, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended April 30, ~~2024~~2025 included in this Annual Report on Form 10-K were fairly stated in accordance with U.S. GAAP. Accordingly, management believes that despite our significant deficiency, our consolidated financial statements for the year ended April 30, ~~2024~~2025 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.

Changes in Internal Controls

During the fiscal year ended April 30, ~~2024~~2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

Page 4653 of 5562

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATION GOVERNANCE

Our Management

The following table sets forth our executive officers and directors and their respective ages and positions as of April 30, ~~2024~~2025.

Name	Age	Position
Anthony L. Havens	7071	Chief Executive Officer, President, Principal Financial Officer and Chairman
Kristian Srb	6970	Director
Jeffrey Bean	7172	Director
Sandra L. Ahman	6162	Vice President, Secretary and Director

Management Profiles

Anthony L. Havens is the Chairman, Chief Executive Officer, and a Director of Sparta Commercial Services, Inc, which he co-founded in 2004, and its subsidiaries, including Agoge Global USA. Mr. Havens penchant for taking the road less traveled has become his proven strategy over a more than 40-year career. His most recent joint venture agreement with Brazilian partner WeDev Group Ltda. culminated in December 2022. The visionary offspring of that partnership, Agoge Global USA, effectively transforms the outdated import/export transactional marketplace worldwide. Similarly, Mr. Havens has spearheaded through inspiration, creation and operational motivation for all other Sparta subsidiaries, product lines and services, and marketing strategy. They include Sparta’s mobile app, iMobile (add year?), Sparta Crypto (year?), New World Health Brands (year?), and SpartaPayIQ (year?). Previously, Mr. Havens was Chief Executive Officer and a Director of American Motorcycle Leasing Corp. (exited), a company he co-founded in 1994 and successfully launched the first of its kind full service, powersports consumer finance operational platform company into the marketplace with sales in 32 US states. Mr. Havens has more than 40 years of experience in finance and investment banking.

Kristian Srb, Director. Mr. Srb joined our Board of Directors in December 2004. Mr. Srb has been a director of American Motorcycle Leasing Corp. from 1994 to the present. Mr. Srb was President of American Motorcycle Leasing Corp. from 1994 to 1999. Since 1999, Mr. Srb has engaged in private investment activities. He has over 16 years’ experience in international brand development and management, including for 13 years with Escada A.G.

Jeffrey Bean, Director. Mr. Bean joined our Board of Directors in December 2004. Mr. Bean is the founder and President of Bean Foods, LLC. Formed in July 2006 the company develops, owns and operates quick serve restaurants in Georgia. Prior to founding Bean Foods, Mr. Bean was the founding partner for GoMotorcycle.com, a business that engaged in the sale of motorcycle parts and accessories over the Internet. Mr. Bean was an institutional broker and trader at a major commodities trading firm from 1985 to 1997. From 1977 to 1985, Mr. Bean was President of Thomaston Press, Ltd., a printing concern. He received a B.A. degree from the University of Virginia.

Sandra L. Ahman, Vice President, Secretary and Director. Ms. Ahman has been a Director of Sparta Commercial Services, Inc. since its inception in 2004, and as VP Operations. Ms. Ahman has managed originations, underwriting, servicing, and collections of its consumer financing portfolio. From 1994 to 2004, she was Vice President of Operations of American Motorcycle Leasing Corp. She was Manager, Human Resources for Comart and Aniforms, a sales promotion/marketing agency in New York, where she worked from 1986 to 1993.

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Board of Directors Information and Corporate Governance

There are no family relationships among our executive officers or directors. None of our directors or officers serves or has served during the past five years as a director of another reporting company or a registered investment company. Based solely in reliance on representations made by our officers and directors, during the past ten years, none of the following occurred with respect to such persons: no petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such persons, or any partnership in which he or she was a general partner or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; no such persons were convicted in a criminal proceeding or are a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); no such persons were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, or of any federal or state authority barring, suspending or otherwise limiting, their involvement in any type of business practice, or in securities or banking or other financial institution activities; and no such persons were found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or by the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

The number of directors shall be between two (2) and ten (10). The number of directors shall be set by the then current members of the Board of Directors. The size of the Board of Directors is four (4). A director need not be a stockholder. In the case of a vacancy as a result in an increase in the number of directors, the Board of Directors shall fill such vacancy at a special meeting thereof. In seeking candidates for directors, our Board may use their business, professional and personal contacts; accept the recommendations from other Board members, stockholders or management. Current members of the Board are considered for re-election. The process for evaluating candidates and the manner of evaluation is the same regardless of the category of person recommending the proposed candidate. The Board considers business experience, mix of skills and other criteria and qualities appropriate for Board membership, including: intelligence, high personal and professional ethics, values, integrity and sound judgment; education; business and professional skills and experience; familiarity with our business and the industry in general; independence from management; ability to devote sufficient time to Board business; commitment to regularly attend and participate in meetings of our Board and its committees; and concern for the long-term interests of the stockholders. While such factors important in evaluating candidates, we do not impose any specific, minimum qualifications for director nominees.

Our Board of Directors does not currently maintain a separately designated standing audit, nominating, or compensation committee, or other similar committee, of the Board of Directors, and we do not have audit, nominating, or compensation committee, or other similar charter. Functions customarily performed by such committees are performed by our Board as a whole as our operations have been limited and we have had a small number of officers and a small number of directors since inception. We are not required to maintain such committees under the applicable rules of the OTC Bulletin Board. None of our directors qualifies as an “audit committee financial expert.” As all of our Board members are officers or nominees of a substantial stockholder who may not be deemed independent, we have not established separate Board committees.

The Board of Directors has not adopted a specific process with respect to security holder communications, but security holders wishing to communicate with the Board of Directors may do so by mailing such communications to the Board of Directors at our offices.

Code of Ethics

We have adopted a “code of ethics”, as defined by the SEC, which applies to all our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Sparta’s executive officers, directors, and persons who beneficially own more than ten percent of Sparta’s common stock to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of Sparta’s common stock. Such persons are also required by Securities and Exchange Commission regulations to furnish Sparta with copies of all such Section 16(a) forms filed by such person. Based solely on a review of the copies of such reports furnished to Sparta in connection with the fiscal year ended April 30, ~~2024~~2025, Sparta is not aware of any material delinquencies in the filing of such reports.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The table below sets forth information concerning the compensation we paid to our Chief Executive Officer and our next two most highly compensated executive officers who served during our fiscal year ended April 30, ~~2024~~2025 (“Named Executive Officers”).

									Stock	~~Stock~~		Option	~~Option~~		All Other	~~All Other~~
			Salary	~~Salary~~		Bonus	~~Bonus~~		Awards	~~Awards~~		Awards	~~Awards~~		Compensation	~~Compensation~~		Total	~~Total~~
Name and Principal Position	Year		($)(a)	~~($)(a)~~		($)	~~($)~~		($)	~~($)~~		($)	~~($)~~		($)(b)	~~($)(b)~~		($)	~~($)~~
Anthony L. Havens	2025	~~2024~~		280,000	~~280,000~~					-	-		119,490	~~28,000~~					399,490	~~308,000~~
Chief Executive Officer	2024	~~2023~~		280,000	~~280,000~~					-	-		28,000	~~28,494~~					308,000	~~308,494~~
Sandra L. Ahman	2025	~~2024~~		140,000	~~140,000~~		-	-		-	-		51,210	~~14,000~~		-	-		191,210	~~154,000~~
Vice President, Operations	2024	~~2023~~		140,000	~~140,000~~		-	-		-	-		14,000	~~14,247~~		-	-		154,000	~~154,247~~

(a)	For Mr. Havens includes accrued,; unpaid net salary of $1729,~~015~~990 at year end ~~2024~~2025. For Ms. Ahman, includes accrued,; unpaid net salary of $9074,~~843,~~394 and $91,829, and $72 90,~~395~~843 at year end ~~2024~~2022, 2023, and ~~2022~~2024 respectively.
(b)	This column reports the total amount of perquisites and other benefits provided, if such total amount exceeds $10,000.

In general, compensation payable to a Named Executive Officer consists of a base salary, a stock or stock option award, and may include a cash bonus. During our ~~2024~~2025 fiscal year, we had in effect a written employment agreement with ~~the~~ Mr. Havens and Ms. Ahman. Our compensation system has generally not been tied to performance-based conditions other than the passage of time.

Employment Agreements with CEO and Vice President Operations

We entered into an employment agreement, dated as of July 9, 2020, with Anthony L. Havens who serves as our Chief Executive Officer. The agreement was for an initial term of five years, and provided for automatic extensions for one five-year period and for additional one-year periods, unless written notice is given three months prior to the expiration of any such term that the term will not be extended. His base salary is at an annual rate of $280,000. He is entitled to defer a portion of his base salary each year. He is entitled to annual increases in his base salary and other compensation as may be determined by the Board of Directors. He is entitled to six weeks of paid vacation per year, health insurance, short term and long-term disability insurance, retirement benefits, fringe benefits, and other employee benefits on the same basis as is generally made available to other senior executives. He is entitled to reimbursement of reasonable business expenses incurred by him in accordance with company policies. If terminated, he is entitled to three months of severance for up to six months of service for each year of employment, plus full participation in all standard employee benefits during the period of severance payments. The employment agreement provides for termination for cause. If he resigns for good reason or is terminated without cause within twelve months after a change in control, he is entitled to receive an additional lump sum payment equal to the greater of the severance payment or the balance of his base salary for the remaining employment term, continued coverage under any welfare benefits plans for two years, and full vesting of any account balance under a 401(k) plan. For purposes of the employment agreement, a change in control refers to:

●

a change in voting power, due to a person becoming the beneficial owner of 50% or more of the voting power of our securities and our largest stockholder;

Page 4956 of 5562

	●	during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, including later approved directors, ceasing to constitute a majority of the board;
	●	a merger or consolidation of our company with a third party, after which our stockholders do not own more than 50% of the voting power; or
	●	a sale of all or substantially all of our assets to a third party.

If we elect not to renew the employment agreement, he shall be entitled to receive severance equal to thirty months of his base salary plus standard employment benefits. If we fail to fully perform all or any portion of our post-termination obligations, we are be obligated to pay to him an amount equal to five times the value of the unperformed obligation.

We entered into an employment agreement, dated as of July 9, 2020, with Sandra L. Ahman who serves as our Vice President of Operations. The agreement was for an initial term of five years, and provided for automatic extensions for one five-year period and for additional one-year periods, unless written notice is given three months prior to the expiration of any such term that the term will not be extended. Her base salary is at an annual rate of $140,000. She is entitled to defer a portion of her base salary each year. She is entitled to annual increases in her base salary and other compensation as may be determined by the Board of Directors. She is entitled to six weeks of paid vacation per year, health insurance, short term and long-term disability insurance, retirement benefits, fringe benefits, and other employee benefits on the same basis as is generally made available to other senior executives. She is entitled to reimbursement of reasonable business expenses incurred by her in accordance with company policies. If terminated, she is entitled to three months of severance for up to six months of service for each year of employment, plus full participation in all standard employee benefits during the period of severance payments. The employment agreement provides for termination for cause. If she resigns for good reason or is terminated without cause within twelve months after a change in control, she is entitled to receive an additional lump sum payment equal to the greater of the severance payment or the balance of her base salary for the remaining employment term, continued coverage under any welfare benefits plans for two years, and full vesting of any account balance under a 401(k) plan. For purposes of the employment agreement, a change in control refers to:

	●	a change in voting power, due to a person becoming the beneficial owner of 50% or more of the voting power of our securities and our largest stockholder;
	●	during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, including later approved directors, ceasing to constitute a majority of the board;
	●	a merger or consolidation of our company with a third party, after which our stockholders do not own more than 50% of the voting power; or
	●	a sale of all or substantially all of our assets to a third party.

If we elect not to renew the employment agreement, she shall be entitled to receive severance equal to thirty months of her base salary plus standard employment benefits. If we fail to fully perform all or any portion of our post-termination obligations, we are be obligated to pay to her an amount equal to five times the value of the unperformed obligation.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning outstanding equity awards held by the Name Executive Officers as of April 30, ~~2024~~2025.

	Option Awards						Stock Awards
Name	Number of securities underlying unexercised options (#) Exercisable		Number of securities underlying unexercised options (#) Un- exercisable	Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)
Anthony L. Havens		376,256			0.1800	7/8/2027		-		-
Sandra L. Ahman		125,419			0.1800	7/8/2027		-		-
Anthony L. Havens		886,153			0.1800	7/22/2027		-		-
Sandra L. Ahman		727,273			0.1800	7/22/2027		-		-
Anthony L. Havens		500,000			0.0800	1/2/2027		-		-
Sandra L. Ahman		250,000			0.0800	1/2/2027		-		-
Anthony L. Havens		1,718,322			0.0800	1/2/2027		-		-
Sandra L. Ahman		1,562,500			0.0800	1/2/2027		-		-
Anthony L. Havens		934,579			0.1070	12/22/2027		-		-
Sandra L. Ahman		467,290			0.1070	12/22/2027		-		-
Anthony L. Havens		950,000			0.1800	2/8/2028		~~316,666~~-		~~34,833~~-
Sandra L. Ahman		400,000			0.1800	2/8/2028		~~133,333~~-		~~14,667~~-
Anthony L. Havens		1,400,000			0.1400	2/21/2029		~~933~~466,~~933~~666		~~102~~79,~~667~~333
Sandra L. Ahman		00600,000			0.1400	2/21/2029		~~400~~200,000		4434,000
Anthony L. Havens		2,100,000			0.1800	2/5/2030		1,400,000		238,000
Sandra L. Ahman		900,000			0.1800	2/5/2030		600,000		108,000

In fiscal ~~2024~~2025, non-employee directors received compensation. The Company granted to each of its two independent Directors five year options to purchase ~~200~~300,000 shares of the Company’s common stock at $0.1418 per share. The options vest in three equal tranches over three years. These options represent compensation for past service on the board.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

In May 2009, the Company’s Board of Directors authorized a 2009 Consultant Stock Plan covering 133,334 shares of the Company’s common stock for purposes of compensation of certain consultants. Effective June 12, 2013, the Plan was amended to increase the authorized number of shares by 500,000 bringing the total number of authorized shares to 633,333. During the fiscal year ended April 30, 2024, no shares were issued under the plan.

In October 2014, the Company’s Board of Directors approved the “2014 Equity Incentive Plan” authorizing the issuance of up to 3,000,000 shares of the Company’s common stock or common stock purchase options. The purpose of the 2014 Equity Incentive Plan (the “2014 Plan”) is to advance the interests of Sparta Commercial Services, Inc. (the “Company”) and its shareholders by enabling the Company and its Subsidiaries to attract and retain persons of ability to perform services for the Company and its Subsidiaries by providing an incentive to such individuals through equity participation in the Company and by rewarding such individuals who contribute to the achievement by the Company of its economic objectives. The shares underlying the 2014 Plan were registered on Form S-8 with the Securities and Exchange Commission on November 3, 2014. During the fiscal year ended April 30, 2024, no shares of common stock were issued under the 2014 Plan.

Common Stock

The table below sets forth information regarding the beneficial ownership of our common stock as of August 1013, ~~2022~~2025 by: each of our directors; each of our executive officers; all of our executive officers and directors as a group; and each person known by us to be the beneficial owner of more than 5% of our common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power. Under SEC rules, a person is deemed to be the beneficial owner of securities, which may be acquired by such person upon the exercise of options and warrants or the conversion of convertible securities within 60 days from the date on which beneficial ownership is to be determined. Each beneficial owner’s percentage ownership is determined by dividing the number of shares beneficially owned by that person by the 3441,~~727~~502,~~070~~464 outstanding shares as of August 1413, ~~2024~~2025, increased to reflect the beneficially owned shares underlying options, warrants or other convertible securities included in that person’s holdings, but not those underlying shares held by any other person.

Name (a)	Number of Shares Beneficially Owned		Percentage of Class Beneficially Owned
Anthony L. Havens (1)		57,~~351~~001,~~244~~243		1517.8944	%
Kristian Srb (2)		1,~~278~~574,~~433~~266		3.6892	%
Jeffrey Bean (3)		~~883~~1,~~883~~221,567		23.5504	%
Sandra L. Ahman (4)		34,~~599~~232,~~228~~561		10.3655	%
All current directors and named officers as a group (4 in all)		11,112,787		3234.4896	%

(a)	Unless indicated otherwise, the address for each person named in the table is c/o Sparta Commercial Services, Inc., 555 Fifth Avenue, 14thFloor. New York, NY 10017.
(1)	Excludes approximately 500 shares of common stock owned by Mr. Havens’ son held in an irrevocable trust account. Mr. Havens is not the trustee for his son’s trust account, and does not have the sole or shared power to vote or direct the vote of such shares. Mr. Havens disclaims beneficial ownership of such shares held in his son’s trust account.

(a)	Unless indicated otherwise, the address for each person named in the table is c/o Sparta Commercial Services, Inc., 555 Fifth Avenue, 14^thFloor. New York, NY 10017.

Page 5158 of 5562

(1) Includes (i) 376,256 vested stock options, all exercisable at $0.~~308~~18 per share until July 98, ~~2025~~2027, (ii) 886,154 vested stock options, all exercisable at $0.~~275~~18 per share until July 22, ~~2025~~2027, (iii) 500,000 vested stock options all exercisable at $0.08 per share until January 3, 2027, (iv) 1,718,322 vested stock options all exercisable at $0.08 per share until January 3, 2027, (v) 934,579 vested stock options all exercisable at $0.107 per share until December 22, 2027, (vi) ~~633~~950,~~334~~000 vested stock options all exercisable at $0.18 per share until February 8, 2028, ~~and~~ (vii) ~~466~~933,~~667~~334 vested stock options all exercisable at $0.14 per share until February 21, 2029, and (viii) 700,000 vested stock options all exercisable at $0.18 per share until February 5, 2030.

(2)	Includes (i) 482,143 vested stock options, all exercisable at $0.~~308~~18 per share until July 98, ~~2025~~2027, (ii) and ~~125~~187,~~000~~500 vested stock options, all exercisable at $0.08 per share until January 3, 2027, (iii) 467,290 vested stock options all exercisable at $0.107 per share until December 22, 2027, (iv) ~~133~~200,~~334~~000 vested stock options all exercisable at $0.18 per share until February 8, 2028, ~~and~~ (v) 66133,~~667~~334 vested stock options all exercisable at $0.14 per share until February 21, 2029, and (vi) 100,000 vested stock options all exercisable at $0.18 per share until February 21, 2030.
(3)	Includes (i) 482,143 vested stock options, all exercisable at $0.~~308~~18 per share until July 98, ~~2025~~2027, (ii) ~~125~~187,~~000~~500 vested stock options, all exercisable at $0.08 per share until January 3, 2027, (iii) ~~133~~200,~~334~~000 vested stock options all exercisable at $0.18 per share until February 8, 2028, ~~and~~ (v) 66133,~~667~~334 vested stock options all exercisable at $0.14 per share until February 21, 2029 and (vi) 100,000 vested stock options all exercisable at $0.18 per share until February 21, 2030.
(4)	Includes (i) 125,419 vested stock options, all exercisable at $0.~~308~~18 per share until July 98, ~~2025~~2027, (ii) 727,273 vested stock options, all exercisable at $0.~~275~~18 per share until July 22, ~~2025~~2027, (iii) 250,000 vested stock options, all exercisable at $0.08 per share until January 3, 2027 and (iv) 1,562,500 vested stock options, all exercisable at $0.08 per share until January 3, 2027, (v) 467,290 vested stock options all exercisable at $0.107 per share until December 22, 2027, (vi) ~~266~~400,~~667~~000 vested stock options all exercisable at $0.18 per share until February 8, 2028, ~~and~~ (vii) ~~200~~400,00000 vested stock options all exercisable at $0.14 per share until February 21, 2029, and (viii) 300,000 vested stock options all exercisable at $0.18 per share until February 5, 2030.

Changes in Control

Other than outstanding convertible securities, we do not have any arrangements that may result in a change in control.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

There were no transactions with our Directors during the fiscal years ended April 30, ~~2024~~2025 and ~~2023~~2024. As of April 30, ~~2024~~2025, we owed Mr. Srb $386,643 and Ms. Ahman $4833,~~610~~710.

Director Independence

None of our directors, other than Kristian Srb and Jeffrey Bean, is deemed an independent director. For purposes of determining independence, we are applying the independence standards of the NASDAQ Stock Market LLC.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Fees for audit services provided by Victor Mokoulu, our principal independent registered public accounting firm, during the fiscal ~~years~~year ended ~~April~~ ~~30, 2024, and~~ April 30, ~~2023~~2025 the fees were $1825,000. Audit fees consist of the aggregate fees billed for the audits of our annual financial statements, the reviews of our quarterly financial statements, and services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees

There were no audit related fees provided by our principal independent registered public accounting firm during the fiscal years ended April 30, ~~2024~~2025, and ~~2023~~2024. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under the caption Audit Fees.

Tax Fees

Fees for tax services provided by our principal independent registered public accounting firm during the fiscal years ended April 30, ~~2024~~2025 and ~~2023~~2024 were $0 and $0, respectively. Tax fees consist of fees billed for tax compliance, tax advice, and tax planning.

Pre-Approval Policies and Procedures

Our Board of Directors has a policy that requires pre-approval of all audits, audit-related, tax services, and other services, including non-audit services, performed by our independent registered public accounting firm. All services performed by our principal independent registered public accounting firm, and all fees paid, in our fiscal years ended April 30, ~~2024~~2025 and ~~2023~~2024 were pre-approved. The Board of Directors is responsible for matters typically performed by an audit committee. We do not presently have a separate audit committee of the Board of Directors. The Board of Directors considered whether, and determined that, the auditor’s provision of audit and non-audit services was compatible with maintaining the auditor’s independence.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) List of documents filed as a part of this report:

(1) Index to Condensed Consolidated Financial Statements

	Report of Registered Independent Certified Public Accounting Firm		28
	Consolidated Balance Sheets as of April 30, 2024 and 2023		2930
	Consolidated Statements of Losses for the years ended April 30, 2024 and 2023		3031
	Consolidated Statement of Deficit for the two years ended April 30, 2024 and 2023		3132
	Consolidated Statements of Cash Flows for the years ended April 30, 2024 and 2023		3233
	Notes to Consolidated Financial Statements		3334

(2) Index to Financial Statement Schedules

Not required.

(3) Index to Exhibits

Exhibit Number		Description of Exhibit
3(i)(1)		Articles of Incorporation of Tomahawk Oil and Minerals, Inc. (Incorporated by reference to Exhibit 3(i) (1) of Form 10-KSB filed on August 13, 2004)
3(i)(2)		Certificate of Amendment of Articles of Incorporation, November 1983 (Incorporated by reference to Exhibit 3(i) (2) of Form 10-KSB filed on August 13, 2004)
3(i)(3)		Certificate of Amendment of Articles of Incorporation for name change, August 2004 (Incorporated by reference to Exhibit 3(i) of Form 8-K filed on August 27, 2004)
3(i)(4)		Certificate of Amendment of Articles of Incorporation for increase in authorized capital, September 2004 (Incorporated by reference to Exhibit 3(i) of Form 8-K filed on September 17, 2004)
3(i)(5)		Certificate of Amendment of Articles of Incorporation for decrease in authorized capital, December 2004 (Incorporated by reference to Exhibit 3(i) of Form 8-K filed on December 23, 2004)
3(i)(6)		Certificate of Designation for Series A Redeemable Preferred Stock, December 2004 (Incorporated by reference to Exhibit 3(i) of Form 8-K filed on January 4, 2005)
3(i)(7)		Certificate of Designation for Series B Preferred Stock (Incorporated by reference to Exhibit B to Preferred Stock Purchase Agreement, dated as of July 29, 2009
3(i)(8)		Certificate of Amendment of Articles of Incorporation for increase in authorized capital, September 21, 2009 (Incorporated by reference to Exhibit 3(i)(8) of Form S-1 filed on October 2, 2009)
3(i)(9)		Certificate of Designations of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 5.03(i) of Form 8-K filed on November 19, 2009)
3(i)(10)		Certificate of Designation of Series D Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on August 14, 2018)
3(ii)(1)		By-laws (Incorporated by reference to Exhibit 3(ii) (1) of Form 10-KSB filed on August 13, 2004)
3(ii)(2)		By-laws Resolution (Incorporated by reference to Exhibit 3(ii) (2) of Form 10-KSB filed on August 13, 2004)
3(ii)(3)		Board of Directors Resolutions amending By-laws (Incorporated by reference to Exhibit 3(ii) of Form 10-QSB filed on December 15, 2004)
4.1		Form of Stock Option Agreement with Jeffrey Bean (Incorporated by reference to Exhibit 4.1 of Form 10-Q filed on July 9, 2020)

Page 5360 of 5562

4.2		Form of Stock Option Agreement with Kristian Srb (Incorporated by reference to Exhibit 4.2 of Form 10-Q filed on July 9, 2020)
4.3		Form of Stock Option Agreement with Anthony L. Havens (Incorporated by reference to Exhibit 4.3 of Form 10-Q filed on July 9, 2020)
4.4		Form of Stock Option Agreement with Sandra L. Ahman (Incorporated by reference to Exhibit 4.4 of Form 10-Q filed on July 9, 2020)
4.5		Form of Stock Option Agreement with Anthony L. Havens (Incorporated by reference to Exhibit 4.2 of Form 8-K filed on July 27, 2020)
4.6		Form of Stock Option Agreement with Sandra L. Havens (Incorporated by reference to Exhibit 4.1 of Form 8-K filed on July 27, 2020)
10.1+		Form of Employment Agreement with Anthony L. Havens (Incorporated by reference to Exhibit 10.14 of Form 10-Q filed on July 9, 2020)
10.2+		2005 Stock Incentive Compensation Plan (Incorporated by reference to Exhibit 4 of Form 10-KSB filed on August 13, 2004)
10.3		2010 Consultant Stock Plan (Incorporated by reference to Exhibit 99.1 of Form S-8 filed on May 12, 2009)
10.4+		Form of Employment Agreement with Sandra L Ahman (Incorporated by reference to Exhibit 10.2 of the Form 10-Q filed on July, 9, 2020)
12**		2014 Equity Incentive Plan
14.1		Code of Ethics (Incorporated by reference to Exhibit 14.1 of Form 10-K filed on August 15, 2011)
21.1*		List of Subsidiaries
23.1*		Consent of Victor Mokoulu, CPA
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 principal financial and accounting officer pursuant to 18 U.S.C. Section 1350
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Incorporated by reference to the registration statement on Form S-8 filed by the registrant with the Commission on November 3, 2014

+ Represents executive compensation plan or agreement

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SPARTA COMMERCIAL SERVICES, INC.
	By:	/s/ Anthony L. Havens
		Anthony L. Havens
		Chief Executive Officer
		Date: August 14, 2024
		Date: August 13, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By: /s/ Anthony L. Havens Anthony L. Havens Chief Executive Officer, President, Interim Principal Financial Officer and Chairman of the Board Date: August 1413, ~~2024~~2025 By: /s/ Sandra L. Ahman Sandra L. Ahman Vice President and Director Date: August 1413, ~~2024~~2025 By: /s/ Kristian Srb Kristian Srb Director Date: August 1413, ~~2024~~2025 By: /s/ Jeffrey Bean Jeffrey Bean Director Date: August 1413, ~~2024~~2025

Page 5562 of 5562

Filing Compare · SPARTA COMMERCIAL SERVICES, INC.