8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2007

SPARTA COMMERCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-9483	30-0298178
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

462 Seventh Avenue, 20^th Floor, New York, NY 10018

(Address of principal executive offices) (Zip Code)

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

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange Act (17 CFR 240.14d-2(d)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.313e-4(c)).

Item 1.01 Entry into a Material Definitive Agreement

On July 20, 2007, the Company entered into an agreement with a preferred stock holder of the Company, Leo William Long, pursuant to which Mr. Long waived any and all rights to dividends on the preferred shares that he holds, including with respect to any previously accrued, accumulated or deferred dividends. As of July 20, 2007, the waived dividends totaled approximately $224,163. Additionally, the agreement also terminated a prior agreement between the parties, dated as of January 12, 2005, pursuant to which Mr. Long agreed to restrict his ability to convert the preferred shares or exercise the warrants that he holds and receive shares of the Company’s common stock such that the number of shares of common stock beneficially held by him in the aggregate after such exercise does not exceed 4.9% of the then issued and outstanding shares of common stock of the Company.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description of Exhibit
10.1*	Agreement with Leo William Long

_____

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPARTA COMMERCIAL SERVICES, INC.
Date: July 26, 2007	By:	/s/ Anthony L. Havens
		Anthony L. Havens, President

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EX-10.1

EXHIBIT 10.1

AGREEMENT REGARDING PREFERRED SHARES

This Agreement Regarding Preferred Shares, dated as of July 20, 2007, is made by and between Sparta Commercial Services, Inc. (the “Company”) and Leo William Long (the “Holder”), in connection with all shares of the Company’s preferred stock (the “Preferred Shares”) held by the Holder and that certain agreement dated as of January 12, 2005 between the parties.

Whereas, the parties desire to modify the rights of the parties in connection with the Preferred Shares and the terms of the Preferred Shares;

Now, therefore, in consideration of the mutual covenants and promises contained herein, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound the parties agree as follows:

1. The agreement between the parties dated as of January 12, 2005 is hereby terminated.

2. Notwithstanding anything to the contrary in the agreements between the parties pursuant to which the Holder purchased or acquired the Preferred Shares, including the Certificate of Designation of the Series A Preferred Stock, the Holder hereby agrees to forever waive any and all rights to dividends on the Preferred Shares, including with respect to any previously accrued, accumulated or deferred dividends.

Dated: July 20, 2007

Company:   Sparta Commercial Services, Inc.   By:/s/ Anthony L. Havens  Anthony L. Havens, CEO Holder:       /s/ Leo William Long Leo William Long