SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                              FORM 10-KSB/A (No. 2)


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
                         Commission File No.: 000-19318

                               SPARTA FOODS, INC.
           (Name of Small Business Issuer as specified in its charter)
      Minnesota                                                   41-1618240
 (State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                          Identification Number)
              1565 First Avenue N.W., New Brighton, Minnesota 55112
               (Address of principal executive offices)(Zip Code)

         Issuer's telephone number, including area code: (651) 697-5500
    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, $.0l par value per share

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 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. Yes [ X ]
No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B 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-KSB or any amendment to
this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year: $15,748,588

The aggregate market value of the common stock held by nonaffiliates of the
Registrant as of December 15, 1999 was approximately $9,855,045 based upon the
average high and low bid prices of the Registrant's common stock on such date.

There were 10,218,016 shares of common stock, $.0l par value, outstanding as of
December 15, 1999.
                            -------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference pursuant to Rule 12b-23: None.

Transitional Small Business Disclosure Format (check one).  Yes [   ]  No [ X ]


<PAGE>


         This Amendment No. 2 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 1999 is being submitted to disclose all
transactions disclosed in Note 9 to the Company's financial statements included
in Item 7 of such Annual Report.


                                    PART III

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On November 12, 1999, we entered into an agreement with Cenex Harvest
States Cooperatives ("Cenex") under which we granted Cenex the exclusive right,
until December 31, 1999, to negotiate the acquisition of us. Cenex owns 92,500
shares of our common stock and Preferred Stock convertible into 1,515,150 shares
of common stock, representing in the aggregate 13.7% of the common stock which
would be outstanding upon conversion of such shares of Preferred Stock. John D.
Johnson, one of our directors, is President and General Manager of Cenex.

         The Company retained Perception Communications Corporation, a company
controlled by former director Richard Leepart, to provide marketing and
advertising services to the Company from October 1997 to February 1998. The
Company paid approximately $87,000 for these services.

         During fiscal 1998 and 1999 the Company purchased certain raw materials
from Cenex Harvest States Cooperatives, the holder of the Company's outstanding
Preferred Stock. Total purchases for these materials were approximately $273,000
and $253,000 for fiscal years 1998 and 1999, respectively. Accounts payable to
this vendor at September 30, 1999, were approximately $22,500.






                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           SPARTA FOODS, INC.


                                            By: /s/ Joel P. Bachul
                                                  Joel P. Bachul, President

Date:  April 25, 2000