UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K /A


(Amendment No. 1)





(Mark One)





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 30, 2012o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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.)462 Seventh Ave, 20th Floor, New York, NY

10018(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:  None





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.   o Yes   x 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.   o Yes   x 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.    x Yes   o No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 504 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to file such files).     x Yes   o 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.   o





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 o
Accelerated filer oNon-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company x





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





The aggregate market value of voting and non-voting common equity of the issuer held by non-affiliates, on October 31, 2011 was $2,631,186.





As of July 31, 2012, we had 9,873,732 post-split shares of common stock issued and outstanding.





DOCUMENTS INCORPORATED BY REFERENCE:  None.










EXPLANATORY NOTE – AMENDMENT No. 1





The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended April 30, 2012 of Sparta Commercial Services, Inc. (the “Company”) filed with the Securities and Exchange Commission on August 14, 2012 (the “Form 10-K”) is to furnish Exhibit 23.2, an additional Consent of Independent Registered Public Accountants, to the Form 10-K which had inadvertently been omitted.





No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.


The registrant hereby amends and restates section (a) (3) of “Item 15, Exhibits, Financial Statement Schedules” as follows:





(3)           Index to Exhibits





Exhibit Number

Description of Exhibit23.2*

Consent of RBSM LLP31.1*

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)





* Filed herewith.




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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 Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.





SPARTA COMMERCIAL SERVICES, INC.By:
/s/ Anthony L. HavensAnthony L. HavensChief Executive OfficerDate:  November 6, 2012





By:
/s/ Anthony W. AdlerAnthony W. AdlerExecutive Vice President, andInterim Principal Financial OfficerDate: November 6, 2012





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