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): December 28, 2005

                        SPARTA COMMERCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)



           Nevada                      000-09483                30-0298178
(State or Other Jurisdiction        (Commission File         (I.R.S. Employer
       of Incorporation)                 Number)          Identification Number)

               462 Seventh Avenue, 20th Floor, New York, NY 10018
               (Address of principal executive offices) (zip code)

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


                                   Copies to:
                             Gregory Sichenzia, Esq.
                              Yoel Goldfeder, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

         On December 28, 2005, we completed a private placement offering of
7,120,897 shares our common stock, par value $0.001 per share, to accredited
investors for an aggregate purchase price of $1,388,575. The aforementioned
securities were sold in reliance upon the exemption afforded by the provisions
of Regulation D, as promulgated by the Securities and Exchange Commission under
the Securities Act of 1933, as amended.

         In addition, pursuant to the Subscription Agreement, we have granted
the foregoing investors registration rights with respect to the shares of common
stock purchased.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

      Not applicable.

(b)   Pro forma financial information.

      Not applicable.

(c)   Exhibits.

Exhibit Number        Description
------------------    ----------------------------------------------------------
10.1                  Form of Subscription Agreement.











                                       1
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities and 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.


Dated:  January 4, 2006                By:  /s/ Anthony L. Havens
                                           ---------------------------------
                                       Name:    Anthony L. Havens
                                       Title:   President


























                                       2
{"company-data": {"conformed-name": "SPARTA COMMERCIAL SERVICES, INC.", "cik": "0000318299", "assigned-sic": "6199", "irs-number": "953502207", "state-of-incorporation": "NV", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09483", "film-number": "06507137"}, "business-address": {"street1": "462 SEVENTH AVE", "street2": "20TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2122392666"}, "mail-address": {"street1": "462 SEVENTH AVE", "street2": "20TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018"}, "former-company": [{"former-conformed-name": "TOMAHAWK INDUSTRIES INC", "date-changed": "20001120"}, {"former-conformed-name": "TOMAHAWK OIL & MINERALS INC", "date-changed": "19831216"}]}
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): December 28, 2005

                        SPARTA COMMERCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                      000-09483                30-0298178
(State or Other Jurisdiction        (Commission File         (I.R.S. Employer
       of Incorporation)                 Number)          Identification Number)

               462 Seventh Avenue, 20th Floor, New York, NY 10018
               (Address of principal executive offices) (zip code)

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

                                   Copies to:
                             Gregory Sichenzia, Esq.
                              Yoel Goldfeder, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

         On December 28, 2005, we completed a private placement offering of
7,120,897 shares our common stock, par value $0.001 per share, to accredited
investors for an aggregate purchase price of $1,388,575. The aforementioned
securities were sold in reliance upon the exemption afforded by the provisions
of Regulation D, as promulgated by the Securities and Exchange Commission under
the Securities Act of 1933, as amended.

         In addition, pursuant to the Subscription Agreement, we have granted
the foregoing investors registration rights with respect to the shares of common
stock purchased.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

      Not applicable.

(b)   Pro forma financial information.

      Not applicable.

(c)   Exhibits.

Exhibit Number        Description
------------------    ----------------------------------------------------------
10.1                  Form of Subscription Agreement.

                                       1
SIGNATURES

         Pursuant to the requirements of the Securities and 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.

Dated:  January 4, 2006                By:  /s/ Anthony L. Havens
                                           ---------------------------------
                                       Name:    Anthony L. Havens
                                       Title:   President

                                       2