IntrinsicIntrinsic
OverviewFinancialsChartBusiness SummaryFilingsOwnershipValuation

SPARTA COMMERCIAL SERVICES, INC. (SRCO)

Business Summary

Sparta Commercial Services, Inc. operates as a multi-disciplined parent corporation across four primary business sectors: FinTech Services, Financial Services, E-Commerce & Mobile Technology, and Health and Wellness. The FinTech Services segment, conducted through Agoge Global USA, Inc., addresses inefficiencies in cross-border trade between the United States and Brazil via a blockchain-enabled platform called EZBroker360 that utilizes stablecoins and distributed ledger technology to reduce transaction times from days to hours and lower cross-border payment costs. The Financial Services segment provides municipal and non-profit equipment financing solutions for essential equipment such as police motorcycles, cruisers, buses, fire trucks, and EMS vehicles, having provided financing to over 100 jurisdictions nationwide. The E-Commerce & Mobile Technology segment operates through iMobile Solutions, Inc., offering mobile application development, website design and hosting, custom software development, text messaging platforms, and specialty vehicle history reports under the Cyclechex, RVchex, and Truckchex brands, with reports sold online, through dealer networks, and in over 60 countries. The Health and Wellness segment, operating through New World Health Brands, Inc., offers nutritional supplements including iodine, boron, copper/zinc/selenium, and magnesium complex, sourced and manufactured exclusively in the United States and sold via e-commerce websites and marketplaces including Amazon, Walmart, TikTok, eBay, and Etsy.

The company competes on the basis of service quality, niche market focus, and the ability to develop and deploy proprietary technology solutions across multiple industries of the motorcycle and RV space and does not intend to compete directly with either CarFax or AutoCheck. In the FinTech Services segment, the staged-based trade finance solution offers specialized financing not widely available from traditional lenders. In the Financial Services segment, the municipal leasing program offers custom financing solutions to municipalities, schools, and non-profit organizations nationwide. In the E-Commerce & Mobile Technology segment, mobile application and website products provide cost-effective, customizable solutions for small- and medium-sized businesses backed by industry-specific expertise. In the Vehicle History Reports business, products address specialty vehicle categories not fully served by the dominant automotive report providers. In the Health and Wellness segment, the U.S.-sourced supplement line appeals to consumers seeking premium, transparently sourced products.

The company generates revenue through four primary business sectors. In the FinTech Services segment, Agoge Global USA, Inc. provides staged financing for freightage, customs duties, and taxes, with revenues from merchant financing recognized monthly based on the outstanding balance of the loans. In the Financial Services segment, the Municipal Financing program offers equipment financing on a pass-through basis with a Midwest bank. In the E-Commerce & Mobile Technology segment, iMobile Solutions, Inc. generates revenue through a subscription model for mobile application development, hosting, updates, and optional fully managed marketing services, as well as through website design, hosting, and SEO services, custom software development, text messaging platforms, and vehicle history report sales. In the Health and Wellness segment, New World Health Brands, Inc. generates revenue through direct-to-consumer e-commerce sales and through online marketplaces. The company acts as the principal in its revenue transactions as it is the primary obligor.

In the FinTech Services segment, Agoge Global USA, Inc., formed in December 2022 as a subsidiary of Sparta Crypto, Inc., 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. The joint venture developed EZBroker360, a blockchain-enabled platform utilizing stablecoins and distributed ledger technology to reduce transaction times from days to hours, lower cross-border payment costs, and improve security, transparency, and auditability. EZBroker360 provides staged financing for freightage, customs duties, and taxes; assistance with Brazilian tax and regulatory compliance; import/export documentation preparation; industry introductions and market entry facilitation; and reselling and distribution support in other jurisdictions. Since inception, the company's loan deployment has reached $2 million , supported by repeat client engagement and organic referrals. Building on its technology foundation, the joint venture has developed iGoCards, a virtual card and expense management platform for globally oriented businesses that will enable fund loading via USD or stablecoins, incorporate multi-user controls, and offer advanced expense management features, with a planned "Receive" capability to allow clients to manage both payables and receivables.

In the Financial Services segment, the Municipal Financing program, launched in 2007, has provided financing to over 100 jurisdictions nationwide, offering equipment financing solutions for local and state government agencies as well as nonprofit organizations that comply with Internal Revenue Code §501(c)(3), including both public charities and private foundations. The program finances essential equipment such as police motorcycles, cruisers, buses, fire trucks, EMS vehicles, and related public safety equipment, and the company is a preferred financing source for BMW Motorrad USA Police Motors. Financing is offered on a pass-through basis with a Midwest bank, with marketing channels including direct outreach, trade shows, targeted industry publications, and referrals from manufacturers, dealerships, and existing municipal clients. In the E-Commerce & Mobile Technology segment, iMobile Solutions, Inc. provides mobile application development through the iMobileApp brand, creating, hosting, and maintaining custom mobile applications for small- and medium-sized businesses across industries including vehicle dealerships, racetracks, golf and country clubs, schools, restaurants, grocery stores, and entertainment venues, with applications incorporating advanced features including geo-fencing, push notifications, inventory display, event management, CRM integration, and multi-location management. The subscription model includes development, hosting, updates, and optional fully managed marketing services. The segment also provides website design, hosting, and SEO services incorporating search engine optimization, e-commerce integration, social media connectivity, and online review management, with each engagement including a tailored marketing action plan. Custom software development includes kitchen ordering systems for grocery stores and delicatessens with payment integration, wireless printing, and text notification features. The text messaging platform enables clients to create, schedule, and analyze marketing campaigns. The Specialty Vehicle History Reports business serves markets not fully addressed by major providers such as CARFAX or AutoCheck, with reports marketed under Cyclechex for motorcycle history reports, RVchex for recreational vehicle history reports, and Truckchex for heavy-duty truck history reports, containing data such as prior damage, title brands, odometer readings, manufacturer specifications, recall history, and other relevant factors sourced from governmental and industry databases including the National Motor Vehicle Title Information System (NMVTIS). In the Health and Wellness segment, New World Health Brands, Inc. began offering nutritional supplements in August 2020 in response to shifting consumer preferences during the COVID-19 pandemic, with a product line including high-quality vitamins and minerals such as iodine, boron, copper/zinc/selenium, and magnesium complex, sourced and manufactured exclusively in the United States under strict quality standards, sold via the e-commerce website www.newworldhealthbrands.com and through marketplaces including Amazon, Walmart, TikTok, eBay, and Etsy, serving diverse health needs from athletic performance and general wellness to anti-aging and skincare.

During the year ended April 30, 2026, the company issued 9,360,847 shares and converted 654,644 shares to be issued valued at $256,000 to accredited investors related to equity investments which includes 2,153,216 warrants at fair value of $79,419 ; issued 1,400,000 shares valued at $166,945 for consulting services; issued 136,809 shares of common stock valued at $19,985 upon the settlement of liability; issued 2,150,000 shares and 475,000 shares to be issued valued at $262,506 upon the conversion of convertible notes; issued 85,000 shares of common stock to be issued valued at $21,364 upon the issuance of debt which includes 100,000 warrants at fair value of $11,474 ; issued 50,000 shares of common stock to be issued valued at $4,000 to accredited investors relating to promissory notes; issued 21,040 shares of common stock valued at $5,260 upon the conversion of preferred series D shares; and issued 400,000 shares and 460,000 shares of common stock to be issued as penalty to noteholders valued at $157,246 . The company also had proceeds from the sale of common shares of $265,000 and proceeds from convertible notes of $592,000 during the period.

Total revenues for the year ended April 30, 2026 were $345,312 , compared to $235,544 for the year ended April 30, 2025, an increase of $109,768 or 47% due primarily to an increase in merchant financing fees. 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. General and administrative expenses were $2,429,713 during the year ended April 30, 2026, compared to $1,432,449 during the year ended April 30, 2025, an increase of $997,264 or 70% primarily due to an increase in compensation and related costs of $308,319 , accounting and legal fees of $38,376 , general office expense of $25,783 , and provision for credit losses of $751,152 , offset by a decrease in consulting fees of $126,366 . Other expense for the year ended April 30, 2026 was $741,091 , comprised primarily of financing costs of $858,807 offset by a gain of the change in valuation of derivative liabilities of $108,264 and other commission income of $13,350 . Net loss attributed to common stockholders for the year ended April 30, 2026 was $2,871,492 compared to a net loss of $2,123,634 for the year ended April 30, 2025.

Business Outlook & Financial Sufficiency

The company estimates that it will need approximately $1,000,000 in addition to its normal operating cash flow to conduct operations during the next twelve months. The company does not anticipate incurring significant research and development expenditures during the next twelve months, and does not anticipate the sale or acquisition of any significant property, plant or equipment during the next twelve months.

In the FinTech Services segment, the joint venture with WeDev Group Ltda. has developed iGoCards, a virtual card and expense management platform for globally oriented businesses that will enable fund loading via USD or stablecoins, incorporate multi-user controls, and offer advanced expense management features, with a planned "Receive" capability that will allow clients to manage both payables and receivables, positioning Agoge as a comprehensive financial ecosystem provider for international commerce. The company's loan deployment has reached $2 million since inception, supported by repeat client engagement and organic referrals, with clients such as Patta Brazil having reported enhanced cash flow flexibility, increased import volumes, avoidance of demurrage fees, and operational scaling, and Patta Brazil's CEO having credited Agoge's financing solutions for supporting a projected 50% revenue increase and enabling additional hiring.

In the E-Commerce & Mobile Technology segment, the company intends to build and expand its operations substantially over the next several years, though cash on hand is insufficient for operational needs and additional financing is required for working capital purposes and to grow the business. The company's vehicle history report products address specialty vehicle categories not fully served by the dominant automotive report providers, and the company does not intend to compete directly with either CarFax or AutoCheck. In the Health and Wellness segment, New World Health Brands, Inc. is still in an early phase and is just beginning to implement its business plan, with no assurance that it will ever operate profitably, and the company has not secured or identified any additional financing to support NWHB.

General and administrative expenses increased by $997,264 or 70% during the year ended April 30, 2026 compared to the prior year, primarily due to increases in compensation and related costs of $308,319 , accounting and legal fees of $38,376 , general office expense of $25,783 , and a provision for credit losses of $751,152 , offset by a decrease in consulting fees of $126,366 . The company does not anticipate incurring significant research and development expenditures during the next twelve months.

The company does not anticipate incurring significant research and development expenditures during the next twelve months, and does not anticipate the sale or acquisition of any significant property, plant or equipment during the next twelve months. As of April 30, 2026, the company had four full-time employees and three part-time employees, and if the company fully implements its business plan, it anticipates its employment base may increase during the next twelve months, though this potential increase is dependent upon generating increased revenues and obtaining sources of financing.

The company does not anticipate incurring significant research and development expenditures during the next twelve months, and does not anticipate the sale or acquisition of any significant property, plant or equipment during the next twelve months. The company had proceeds from the sale of common shares of $265,000 and proceeds from convertible notes of $592,000 during the year ended April 30, 2026. The company continues to seek additional financing, which may be in the form of senior debt, subordinated debt or equity, and currently has no commitments for financing that are not at the investor's election.

The company's operations 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 the adverse effects of the COVID-19 pandemic. The company's fintech unit 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 outside of the company's control, including the ability to attract and maintain customers, changes in the legislative or regulatory environment, pricing for or temporary suspensions of products and services, macroeconomic conditions including interest rates and inflation, and the development and introduction of new products by competitors.

The company faces significant capital constraints, having an accumulated deficit of $71,790,476 and a negative working capital of $11,553,887 at April 30, 2026, with total liabilities of $12,459,845 as of April 30, 2026. The company will have to raise approximately $1 million over the next twelve months to support its business, and there can be no assurance that additional financing will be available on acceptable terms or at all. The independent auditor's report on the consolidated financial statements states that historical losses raise substantial doubts about the company's ability to continue as a going concern.

Management Sentiments & Priorities

Management's discussion emphasizes that the company's forward-looking statements are subject to uncertainties and risks, including the adverse effects of the COVID-19 pandemic, government regulations and legislation, the economic landscape, revenue fluctuations, diminished customer base, competing products, regulatory changes, common share price volatility, availability of capital, and successful integration of new businesses. Management states that the company estimates it will need approximately $1,000,000 in addition to normal operating cash flow to conduct operations during the next twelve months. Management is actively pursuing additional financing through discussions with investment bankers, financial institutions and private investors to improve the company's liquidity, though there can be no assurance that the company will be successful in its effort to secure additional financing. The strategic priorities emphasized include continuing to develop the FinTech Services segment through the Agoge joint venture and EZBroker360 platform, expanding the Health and Wellness segment through New World Health Brands, and seeking additional capital to support operations until the company becomes cash flow positive.

Financial Details

Total revenues for the year ended April 30, 2026 were $345,312 , compared to $235,544 for the year ended April 30, 2025. Net loss attributed to common stockholders for the year ended April 30, 2026 was $2,871,492 , compared to a net loss of $2,123,634 for the year ended April 30, 2025. Net loss for the year ended April 30, 2026 was $2,853,618 . General and administrative expenses were $2,429,713 for the year ended April 30, 2026, compared to $1,432,449 for the year ended April 30, 2025. The provision for credit losses was $751,152 for the year ended April 30, 2026. Other expense for the year ended April 30, 2026 was $741,091 , comprised primarily of financing costs of $858,807 offset by a gain of the change in valuation of derivative liabilities of $108,264 and other commission income of $13,350 . The company had an accumulated deficit of $71,790,476 and a total stockholders' deficit of $13,331,435 as of April 30, 2026. Net cash flow used by operations was $779,572 for the year ended April 30, 2026. The company had total liabilities of $12,459,845 as of April 30, 2026, and a negative working capital of $11,553,887 . Cash and cash equivalents were $118,131 as of April 30, 2026, compared to $131,003 as of April 30, 2025. The company had proceeds from the sale of common shares of $265,000 and proceeds from convertible notes of $592,000 during the period. The fair value of derivative liabilities was $899,335 as of April 30, 2026, compared to $1,007,598 as of April 30, 2025.

Risk Factors

The company has a history of operating losses with an accumulated deficit of $71,790,476 and negative working capital of $11,553,887 at April 30, 2026, and the independent auditor's report expresses substantial doubt about the company's ability to continue as a going concern. The company will need to raise approximately $1 million over the next twelve months to support its business, and failure to obtain additional funds on satisfactory terms would have a material adverse effect and could result in the cessation of business. The company has total liabilities of $12,459,845 as of April 30, 2026, and unless it can restructure some or all of this outstanding debt and raise sufficient capital, it will be unable to pay these obligations as current operations do not generate significant revenue. The company's fintech unit faces significant regulatory uncertainty as the crypto-economy is subject to extensive, highly-evolving laws and regulations, and any adverse changes to or failure to comply with laws and regulations could adversely affect the business. The company's common stock trades on the OTCQB under the symbol SRCO and is subject to penny stock rules that may severely affect market liquidity and limit an investor's ability to sell shares.

References

  1. [1] Item 1, Business — FinTech Services
  2. [2] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  3. [3] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  4. [4] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  5. [5] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  6. [6] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  7. [7] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  8. [8] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  9. [9] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  10. [10] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  11. [11] Item 5, Market for Registrant's Common Equity — Recent Sales of Unregistered Securities
  12. [12] Item 7, MD&A — Liquidity and Capital Resources
  13. [13] Item 7, MD&A — Liquidity and Capital Resources
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
  17. [17] Item 7, MD&A — Results of Operations
  18. [18] Item 7, MD&A — Results of Operations
  19. [19] Item 7, MD&A — Results of Operations
  20. [20] Item 7, MD&A — Results of Operations
  21. [21] Item 7, MD&A — Results of Operations
  22. [22] Item 7, MD&A — Results of Operations
  23. [23] Item 7, MD&A — Results of Operations
  24. [24] Item 7, MD&A — Results of Operations
  25. [25] Item 7, MD&A — Results of Operations
  26. [26] Item 7, MD&A — Results of Operations
  27. [27] Item 7, MD&A — Results of Operations
  28. [28] Item 7, MD&A — Results of Operations
  29. [29] Item 7, MD&A — Results of Operations
  30. [30] Item 7, MD&A — Results of Operations
  31. [31] Item 7, MD&A — Liquidity and Capital Resources
  32. [32] Item 1, Business — FinTech Services
  33. [33] Item 7, MD&A — Results of Operations
  34. [34] Item 7, MD&A — Results of Operations
  35. [35] Item 7, MD&A — Results of Operations
  36. [36] Item 7, MD&A — Results of Operations
  37. [37] Item 7, MD&A — Results of Operations
  38. [38] Item 7, MD&A — Results of Operations
  39. [39] Item 7, MD&A — Liquidity and Capital Resources
  40. [40] Item 7, MD&A — Liquidity and Capital Resources
  41. [41] Item 1A, Risk Factors — Risks Related To Our Financial Condition
  42. [42] Item 1A, Risk Factors — Risks Related To Our Financial Condition
  43. [43] Item 1A, Risk Factors — Risks Related To Our Financial Condition
  44. [44] Item 7, MD&A — Liquidity and Capital Resources
  45. [45] Item 1A, Risk Factors — Risks Related To Our Financial Condition
  46. [46] Item 1A, Risk Factors — Risks Related To Our Financial Condition
  47. [47] Item 7, MD&A — Liquidity and Capital Resources
  48. [48] Item 1A, Risk Factors — Risks Related To Our Financial Condition
  49. [49] Item 7, MD&A — Liquidity and Capital Resources
  50. [50] Item 7, MD&A — Results of Operations
  51. [51] Item 7, MD&A — Results of Operations
  52. [52] Item 7, MD&A — Results of Operations
  53. [53] Item 7, MD&A — Results of Operations
  54. [54] Item 7, MD&A — Liquidity and Capital Resources
  55. [55] Item 7, MD&A — Results of Operations
  56. [56] Item 7, MD&A — Results of Operations
  57. [57] Item 7, MD&A — Results of Operations
  58. [58] Item 7, MD&A — Results of Operations
  59. [59] Item 7, MD&A — Results of Operations
  60. [60] Item 7, MD&A — Results of Operations
  61. [61] Item 7, MD&A — Results of Operations
  62. [62] Item 7, MD&A — Liquidity and Capital Resources
  63. [63] Item 7, MD&A — Liquidity and Capital Resources
  64. [64] Item 7, MD&A — Liquidity and Capital Resources
  65. [65] Item 1A, Risk Factors — Risks Related To Our Financial Condition
  66. [66] Item 1A, Risk Factors — Risks Related To Our Financial Condition
  67. [67] Item 8, Financial Statements — Consolidated Balance Sheets
  68. [68] Item 8, Financial Statements — Consolidated Balance Sheets
  69. [69] Item 7, MD&A — Liquidity and Capital Resources
  70. [70] Item 7, MD&A — Liquidity and Capital Resources
  71. [71] Item 8, Financial Statements — Consolidated Balance Sheets
  72. [72] Item 8, Financial Statements — Consolidated Balance Sheets

Analysis on 8/13/2026