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

                              FORM 10-KSB/A (No. 1)


                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>

                                    PART III

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

         The following table sets forth the number of shares of our common stock
beneficially owned as of January 1, 2000, by each person known to us to be the
beneficial owner of 5% or more of our common stock:

    Name and Address of                 Number of Shares             Percent
       Shareholder                    Beneficially Owned(1)        of Class(2)
   --------------------               ---------------------        -----------
Cenex Harvest States Cooperatives         5,169,156(3)               37.3%
5500 Cenex Drive
Inver Grove Heights, MN  55077

Carmen S. Abril Lopez                       591,696                   5.8%
901 West Culver
Phoenix, AZ  85007

Donald R. Brattain                          662,000                   6.4%
601 Lakeshore Parkway
Minnetonka, MN  55305
---------------------

(1)      Unless otherwise indicated, the person listed as the beneficial owner
         of the shares has sole voting and sole investment power over the
         shares.

(2)      Shares not outstanding but deemed beneficially owned by virtue of the
         right of a person to acquire them as of January 1, 2000, or within 60
         days of such date are treated as outstanding only when determining the
         percent owned by such individual and when determining the percent owned
         by the group.

(3)      Includes: (i) 92,500 shares which are outstanding; (ii) 1,515,150
         shares which are not outstanding but which may be issued upon
         conversion of convertible Preferred Stock; (iii) 2,045,504 shares which
         are not outstanding that may be purchased pursuant to the merger
         agreement if the merger is terminated; (iv) 9,000 shares, not
         outstanding, issuable upon exercise of vested stock options held by
         John D. Johnson, President and General Manager of Cenex; and (v)
         1,507,000 shares, outstanding, subject to voting and proxy agreements
         granted by Sparta officers and directors and a principal shareholder.

                                       2


<PAGE>


Management Shareholdings

         The following table sets forth the number of shares of our common stock
beneficially owned as of January 1, 2000, by each of our executive officers
named in the Summary Compensation Table, by each director and by all directors
and current executive officers as a group:

      Name and Address of                   Number of Shares          Percent
  Shareholder or Identity of Group        Beneficially Owned(1)     of Class(2)
  --------------------------------        ---------------------     -----------
Larry P. Arnold                              379,000(3)               3.7%
3376 Breconwood Circle
Wayzata, MN  55391

Joel P. Bachul                               365,250(4)               3.5%
1565 First Ave. N.W.
New Brighton, MN  55112

Michael J. Kozlak                            273,000(5)               2.6%
5049 Green Farms Road
Edina, MN  55436

A. Merrill Ayers                             189,125(6)               1.8%
1565 First Ave. N.W.
New Brighton, MN  55112

Thomas C. House                               90,900(7)                 *
1483 Arden Oak Drive
Arden Hills, MN 55112

Edward K. Jorgensen                           61,000(3)                 *
5N175 Deerpath Way
St. Charles, IL  60175

Craig S. Cram                                 33,250(7)                 *
1565 First Ave. N.W.
New Brighton, MN  55112

John D. Johnson (8)                           11,000(9)                 *
1667 N. Snelling
St. Paul, MN  55164

Thomas F. Baker                               23,000(10)                *
1573 Lone Oak Road
Eagan, MN  55121

William J. Benzick                             3,000(9)                 *
4137 Brigadoon Drive
Shorview, MN  55126

                                       3
<PAGE>

      Name and Address of                   Number of Shares          Percent
  Shareholder or Identity of Group        Beneficially Owned(1)     of Class(2)
  --------------------------------        ---------------------     -----------

Current Officers and Directors as a group  1,337,625(11)             12.4%
(9 persons)
---------------------

* Less than 1%.

(1)      See footnote (1) to preceding table.

(2)      See footnote (2) to preceding table.

(3)      Includes 21,000 shares which may be purchased upon exercise of options
         which are exercisable as of January 1, 2000 or within 60 days of such
         date.

(4)      Includes 231,250 shares which may be purchased upon exercise of options
         which are exercisable as of January 1, 2000 or within 60 days of such
         date.

(5)      Includes 23,000 shares which may be purchased upon exercise of options
         which are exercisable as of January 1, 2000 or within 60 days of such
         date.

(6)      Includes 163,125 shares which may be purchased upon exercise of options
         which are exercisable as of January 1, 2000 or within 60 days of such
         date.

(7)      Includes 16,250 shares which may be purchased upon exercise of options
         which are exercisable as of January 1, 2000 or within 60 days of such
         date.

(8)      Such shares are not outstanding but may be purchased upon exercise of
         options which are exercisable as of January 1, 2000 or within 60 days
         of such date.

(9)      Mr. Johnson is an executive officer of Cenex Harvest States
         Cooperatives, which is one of our shareholders.

(10)     Includes 3,000 shares which may be purchased upon exercise of options
         which are exercisable as of January 1, 2000 or within 60 days of such
         date.

(11)     Includes 492,625 shares which may be purchased upon exercise of options
         which are exercisable as of January 1, 2000 or within 60 days of such
         date.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                                       4

<PAGE>

                  Exhibits are numbered in accordance with Item 601 of
                  Regulation S-B. See "Exhibit Index" immediately following the
                  signature page of this Form 10-KSB.

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed by us during the fourth
                  quarter of the fiscal year ending September 30, 1999. A report
                  on Form 8-K was filed on October 26, 1999 reporting under Item
                  2 our acquisition of Food Products Corporation, and a Form 8-K
                  was filed on November 17, 1999 reporting under Item 5 our
                  agreement to grant Cenex Harvest States Cooperatives the
                  exclusive right to negotiate an acquisition of us.




                                   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:  February 4, 2000


                                       5

<PAGE>



                               SPARTA FOODS, INC.

                          EXHIBIT INDEX TO FORM 10-KSB

Exhibit
Number   Description

3.1      Articles of Incorporation, as amended to date.

3.2      By-Laws, as amended to date. (Incorporated by reference to 3.2 to our
         Form 10-KSB for the fiscal year ended September 30, 1998).*

4.1      Form of Certificate for common stock of Sparta Foods, Inc.
         (Incorporated by reference to our Form 10-QSB for the quarter ended
         March 31, 1994.)*

10.1**   Amended and Restated Stock Option Plan. (Incorporated by reference to
         Exhibit 10.2 to our Annual Report on Form 10-KSB for the period ended
         September 30, 1996.)*

10.2     Concurrent Ownership and Usage Agreement dated November 16, 1990,
         between La Canasta Mexican Food Products, Inc. and La Canasta of
         Minnesota, Inc. (Reg. No. 1,560,808). (Incorporated by reference to our
         Form 10-K for the period ended December 31, 1990.) *

10.3     Concurrent Ownership and Usage Agreement dated November 16, 1990,
         between La Canasta Mexican Food Products, Inc. and La Canasta of
         Minnesota, Inc. (Reg. No. 1,341,156). (Incorporated by reference to our
         Form 10-K for the period ended December 31, 1990.)*

10.4     Concurrent Ownership and Usage Agreement dated November 16, 1990,
         between La Canasta Mexican Food Products, Inc. and La Canasta of
         Minnesota, Inc. (Reg. No. 1,434,854). (Incorporated by reference to our
         Form 10-K for the period ended December 31, 1990.)*

10.5     Distributorship Agreement dated January 21, 1994 between Crystal Farms
         Refrigerated Distribution Company and Sparta Foods, Inc. (Incorporated
         by reference to our Amendment No. 2 on Form 10-KSB/A to the Form 10-KSB
         for the period ended September 30, 1993.)*

------------------------------
*    Incorporated by reference - Commission File No. 000-19318 unless otherwise
     indicated.
**   Indicates a management contract or compensatory plan or arrangement
     required to be filed as an exhibit to this Form 10-KSB.
***  Filed with Form 10-KSB for fiscal year ended September 30, 1999.



<PAGE>


Exhibit
Number   Description

10.6     Addendum No. 1 to Distributor Agreement dated July 20, 1995 between
         Crystal Farms Refrigerated Distribution Company and Sparta Foods, Inc.
         (Incorporated by reference to our Form 10-QSB for the quarterly period
         ended June 30, 1995.)*

10.7     Distributor Agreement dated January 2, 1996, between Catalina Specialty
         Foods, Inc. and us. (Incorporated by reference to Exhibit 10.40 to our
         Form 10-QSB for the period ended March 31, 1996.)*

10.8**   Salary Continuation Agreement dated August 1995 between us and Joel P.
         Bachul. (Incorporated by reference to Exhibit 10.39 to our Form 10-KSB
         for the year ended September 30, 1996).*

10.9**   First Amendment dated April 1, 1999 to Salary Continuation Agreement
         dated August 1995 between us and Joel Bachul. (Incorporated by
         reference to Exhibit 10.6 to our Form 10-QSB for the quarterly period
         ended June 30, 1999).*

10.10**  Salary Continuation Agreement dated August 1995 between us and A.
         Merrill Ayers. (Incorporated by reference to Exhibit 10.40 to our Form
         10-KSB for the quarterly year ended September 30, 1996).*

10.11**  First Amendment dated April 1, 1999 to Salary Continuation Agreement
         dated August 1995 between us and A. Merrill Ayers. (Incorporated by
         reference to Exhibit 10.7 to our Form 10-QSB for the quarterly period
         ended June 30, 1999).*

10.12**  Change of Control Executive Severance Pay Agreement dated April 1, 1999
         between Company and Craig S. Cram. (Incorporated by reference to
         Exhibit 10.5 to our Form 10-QSB for the quarterly period ended June 30,
         1999).*

10.13    Distribution Agreement dated February 14, 1997 between us and Marigold
         Foods, Inc. (Incorporated by reference to Exhibit 10.45 to our Form
         10-QSB for the quarterly period ended March 31, 1997.*

------------------------------
*    Incorporated by reference - Commission File No. 000-19318 unless otherwise
     indicated.
**   Indicates a management contract or compensatory plan or arrangement
     required to be filed as an exhibit to this Form 10-KSB.
***  Filed with Form 10-KSB for fiscal year ended September 30, 1999.




<PAGE>


Exhibit
Number   Description


10.14    Commercial Lease between First Industrial L.P. and Sparta Foods, Inc.,
         effective September 1, 1997 for a 15-year period. (Incorporated by
         reference to Exhibit 10.46 to our Form 10-QSB for the quarterly period
         ended June 30, 1997).*

10.15    Second Amendment dated June 3, 1999 to the Industrial Building Lease
         Agreement dated September 1, 1997 between us and First Industrial, LP.
         (Incorporated by reference to Exhibit 10.3 to our Form 10-QSB for the
         quarterly period ended June 30, 1999).*

10.16    Supply Agreement dated January 14, 1999 between us and Rupari Food
         Services, Inc. (Incorporated by reference to Exhibit 10.4 to our Form
         10-QSB for the quarterly period ended June 30, 1999).*

10.17    Loan Agreement dated as of July 1, 1997 between us and Minnesota
         Agricultural and Economic Development Board. (Incorporated by reference
         to Exhibit 10.40 to our Form 10-KSB for the period ended September 30,
         1997.)*

10.18    Stock Purchase Agreement dated February 23, 1998 between us and Harvest
         States Cooperatives. (Incorporated by reference to Exhibit 10.40 to our
         Form 8-K dated February 24, 1998.)*

10.19    Equipment Lease Agreement dated March 5, 1999 between us and Firstar
         Equipment Finance Corporation. (Incorporated by reference to Exhibit
         10.1 to our Form 10-QSB for the quarterly period ended March 31,
         1999).*

10.20    Revised License Agreement dated January 1, 1999 between us and Atlas
         International Food and Equipment. (Incorporated by reference to Exhibit
         10.8 to our Form 10-QSB for the quarterly period ended June 30, 1999).*

10.21    Secured Subordinated Promissory Note dated October 13, 1999 by and
         between us and Food Products Corporation. (Incorporated by reference to
         Exhibit 10.1 to our Current Report on Form 8-K dated October 13,
         1999).*

10.22    Assignment of Lease dated October 13, 1999 by and between us and Food
         Products Corporation and related Lease Agreement. (Incorporated by
         reference to Exhibit 10.2 to our Current Report on Form 8-K dated
         October 13, 1999).*

------------------------------
*    Incorporated by reference - Commission File No. 000-19318 unless otherwise
     indicated.
**   Indicates a management contract or compensatory plan or arrangement
     required to be filed as an exhibit to this Form 10-KSB.
***  Filed with Form 10-KSB for fiscal year ended September 30, 1999.

<PAGE>

10.23    Term Loan and Credit Agreement dated October 13, 1999 by and between us
         and Norwest Bank Minnesota, National Association. (Incorporated by
         reference to Exhibit 10.3 to our Current Report on Form 8-K dated
         October 13, 1999).*

10.24    Term Note dated October 13, 1999, issued by Sparta Foods, Inc. to
         Norwest Bank Minnesota, National Association. (Incorporated by
         reference to Exhibit 10.4 to our Current Report on Form 8-K dated
         October 13, 1999).*

10.25    Security Agreement dated October 13, 1999 by and between us and Norwest
         Bank Minnesota, National Association. (Incorporated by reference to
         Exhibit 10.5 to our Current Report on Form 8-K dated October 13,
         1999).*

11       Sparta Foods, Inc. Computation of Earnings (loss) Per Common Share.***

21       Subsidiaries of Registrant. (Incorporated by reference to Exhibit 21 to
         our Form 8-K dated February 24, 1998.)*

23       Consent of independent public accountant.***

24       Power of Attorney (included on signature page of this Form 10-KSB)

27       Financial Data Schedule (filed in electronic format only)***

------------------------------
*    Incorporated by reference - Commission File No. 000-19318 unless otherwise
     indicated.
**   Indicates a management contract or compensatory plan or arrangement
     required to be filed as an exhibit to this Form 10-KSB.
***  Filed with Form 10-KSB for fiscal year ended September 30, 1999.