ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On December 22, 2022, Sparta Commercial Services, Inc. (the "Company") entered into agreements with Anthony L. Havens, the Company's Chief Executive Officer ("Havens"), Sandra L. Ahman, the Company's Vice-President of Operations ("Ahman"), and Kristian Srb, a Director of the Company ("Srb"), whereby Havens, Ahman, and Srb agreed to convert debt owed to them in exchange for non-qualified stock options. Havens agreed to convert $100,000.00 of deferred salary and benefits in exchange for a stock option agreement (the "Havens Stock Option Agreement") to purchase 934,579 shares of the Company's common stock. Ahman agreed to convert $50,000 of deferred salary in exchange for a stock option agreement (the "Ahman Stock Option Agreement") to purchase 467,290 shares of the Company's common stock. Srb agreed to convert $50,000 of deferred debt in exchange for a stock option agreement (the "Srb Stock Option Agreement" and with the Havens Stock Option Agreement, and the Ahman Stock Option Agreement, the "Stock Option Agreements") to purchase 467,290 shares of the Company's common stock. The stock options granted pursuant to the Stock Option Agreements have five year terms, vest immediately and an exercise price of $0.107 which was 110% of the weighted average closing price of the Company's common stock for the thirty consecutive trading days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution thereof. All recipients had adequate access, through their relationships with the Company, to information about the Company.

The foregoing disclosure of the Stock Option Agreements set forth in this Section 3.02 does not purport to be complete, and is qualified in its entirety by reference to the Stock Option Agreements, which are filed as Exhibits 4.1, 4.2, 4.3, of this Current Report and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS





  (D) Exhibits

  Exhibit No.    Description

  4.1              Sandra Ahman Stock Option Agreement - Debt Conversion

  4.2              Anthony L. Havens Stock Option Agreement - Debt Conversion

  4.3              Kristian Srb Stock Option Agreement - Debt Conversion

  104            Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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