U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


      X               Quarterly Report under Section 13 or 15 (d) of the
   -------                  Securities Exchange Act of 1934.

                 For the quarterly period ended March 31, 1999.

   -------       Transition Report under Section 13 or 15 (d) of the
                   Exchange Act.

For the transition period from  __________________ to ________________________.

                        Commission File Number 000-19318

                               SPARTA FOODS, INC,
        (exact name of small business issuer as specified in its charter)

           Minnesota                                     41-1618240
  (state or other jurisdiction of             (IRS Employer Identification No.)
      incorporation or organization)

                  1565 First Avenue NW, New Brighton, MN 55112
                    (Address of principal executive offices)

                                 (651) 697-5500
                           (Issuer's telephone number)

Check whether the Issuer (1) 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 _______

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:

                  10,191,416 of Common Stock at April 28, 1999.

Transitional Small Business Disclosure Format:  Yes  _____        No     X 


<PAGE>

                               SPARTA FOODS, INC.

                                   FORM 10-QSB

                             QUARTER ENDED MARCH 31, 1999

                                TABLE OF CONTENTS
                                                                         PAGE

PART I.  FINANCIAL INFORMATION

         Item 1.           Financial Statements                            3

                           Condensed Consolidated Balance Sheets
                           At March 31, 1999 and September 30, 1998        3

                           Condensed Consolidated Statements of
                           Operations for the three-month periods
                           and the six-month periods ended
                           March 31, 1999 and 1998                         4

                           Condensed Consolidated Statements of
                           Cash Flows for the six-month periods
                           ended March 31, 1999 and 1998                   5

                           Notes to Condensed Consolidated Financial
                           Statements - March 31, 1999                     6

         Item 2.           Management's Discussion and Analysis or         8
                           Plan of Operation


PART II. OTHER INFORMATION

         Item 2.           Changes in Securities                          12

         Item 6.           Exhibits and Reports on Form 8-K               12


SIGNATURES                                                                13

EXHIBIT INDEX                                                             14


<PAGE>


                           PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                               SPARTA FOODS, INC.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                                March 31           September 30
                                                                                                  1999                  1998
                                                                                         ----------------------- -----------------
                                                                                              (unaudited)
<S>                                                                                        <C>                    <C>      
ASSETS
Current Assets
   Cash and cash equivalents                                                               $  2,460,201           $  1,131,255
   Accounts receivable, less allowances of $30,000                                              762,970                877,752
   Deposits receivable                                                                          359,902                    -
   Inventories:
      Finished goods                                                                            516,362                436,784
      Raw materials and packaging                                                               687,593                396,396
  Prepaid expenses                                                                              323,442                198,752
  Income tax receivable                                                                           1,746                  4,746
  Deferred tax asset                                                                             43,000                 43,000
-------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                          5,155,216              3,088,685
-------------------------------------------------------------------------------------------------------------------------------
Property and Equipment                                                                        9,393,633              9,045,342
   Less accumulated depreciation                                                              3,182,340              2,788,399
-------------------------------------------------------------------------------------------------------------------------------
                                                                                              6,211,293              6,256,943
-------------------------------------------------------------------------------------------------------------------------------
Other Assets
   Restricted cash                                                                              202,645                242,059
   Covenants not-to-compete, less accumulated amortization of
     $42,754 and $39,424, respectively                                                           57,246                 60,576
   Goodwill, less accumulated amortization of $91,824 and $85,404, respectively                 421,549                427,968
   Deferred financing costs, less accumulated amortization of
      $77,232 and $64,778, respectively                                                         122,490                133,256
   Deferred tax asset                                                                           227,000                227,000
   Other                                                                                        203,724                284,698
-------------------------------------------------------------------------------------------------------------------------------
                                                                                              1,234,654              1,375,557
-------------------------------------------------------------------------------------------------------------------------------
                                                                                          $  12,601,163           $ 10,721,185
===============================================================================================================================
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
   Current maturities of long-term debt                                                        $381,795            $   367,377
   Accounts payable                                                                             665,333                506,874
   Accrued expenses                                                                             423,020                469,448
-------------------------------------------------------------------------------------------------------------------------------
            Total current liabilities                                                         1,470,148              1,343,699
-------------------------------------------------------------------------------------------------------------------------------
Long-term Debt, less current maturities                                                       2,471,474              2,667,623
-------------------------------------------------------------------------------------------------------------------------------
Stockholders Equity
   Preferred Stock, authorized 1,000,000 shares, $1,000 par value;
      issued and outstanding 2,500 shares                                                     2,500,000              2,500,000
   Common Stock, authorized 15,000,000 shares, $0.01 par value; issued and outstanding 
     10,191,416 and 7,037,172 shares, respectively                                              101,914                 70,371
   Additional paid-in capital                                                                 7,100,150              4,977,092
   Accumulated deficit                                                                       (1,042,523)              (837,600)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                              8,659,541              6,709,863
-------------------------------------------------------------------------------------------------------------------------------
                                                                                          $  12,601,163           $ 10,721,185
===============================================================================================================================
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       3
<PAGE>

                               SPARTA FOODS, INC.
                 Condensed Consolidated Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>


                                                          For the three months                        For the six months
                                                                  ended                                      ended
                                                                March 31                                   March 31
--------------------------------------------------------------------------------------------------------------------------
                                                          1999                1998                 1999               1998
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>                 <C>                 <C>   
Net sales                                                $   3,430,866      $   3,265,503       $  7,105,890        $  7,077,660

Cost of sales                                                2,545,010          2,453,627          5,138,873           5,217,129
----------------------------------------------------------------------------------------------------------------------------------

   Gross profit                                                885,856            811,876          1,967,017           1,860,531

Selling, general, and administrative expenses                1,095,849            807,362          2,138,960           1,811,437
----------------------------------------------------------------------------------------------------------------------------------

    Operating income (loss)                                   (209,993)             4,514           (171,943)             49,094

Other income, net                                               36,809             37,760             69,061              75,992

Interest expense                                               (48,443)          (110,580)           (99,041)           (202,262)
----------------------------------------------------------------------------------------------------------------------------------

    Loss before income tax                                    (221,627)           (68,306)          (201,923)            (77,176)

Provision for income tax                                        (4,900)                50              3,000               1,000
----------------------------------------------------------------------------------------------------------------------------------

   Net loss                                                   (216,727)           (68,356)          (204,923)            (78,176)

   Preferred dividends                                         (31,250)           (11,986)           (62,500)            (11,986)
----------------------------------------------------------------------------------------------------------------------------------

   Net loss available to common shareholders                  (247,977)           (80,292)          (267,423)            (90,162)
==================================================================================================================================

Basic and Diluted loss per share                             $    (.03)         $    (.01)          $   (.03)          $    (.01)
==================================================================================================================================

Weighted average number of common shares outstanding         9,358,909          6,798,637          8,504,500           6,791,435
==================================================================================================================================

See Notes to Condensed Consolidated Financial Statements.

</TABLE>
                                       4
<PAGE>

                               SPARTA FOODS, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                                   For the six months
                                                                                      ended March 31
                                                                                    ------------------
                                                                                 1999               1998
                                                                                 ----               ----
<S>                                                                           <C>                 <C>  
Cash Flows from Operating Activities
   Net Loss                                                                   $  (204,923)        $ (78,176)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and Amortization                                            414,944           302,475
         (Gain) Loss on the Sale of Equipment                                       1,457              (512)
         Changes in assets and liabilities:
            Accounts receivable                                                   114,782            64,006
            Deposits receivable                                                  (359,902)              -
            Inventories                                                          (370,775)          138,715
            Prepaid expenses                                                     (124,690)          (63,745)
            Income tax receivable                                                   3,000               -
            Accounts payable and accrued expenses                                 112,031          (943,493)
------------------------------------------------------------------------------------------------------------
                 Net cash used in operating activities                           (414,076)         (580,730)
------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
   Decrease in restricted cash                                                     39,414         1,594,067
   Purchases of equipment                                                        (350,236)       (1,734,309)
   Proceeds from the sale of equipment                                               -               11,675
   Change in deposits and other assets                                             80,974           (51,833)
------------------------------------------------------------------------------------------------------------
                 Net cash used in investing activities                           (229,848)         (180,400)
------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
   Net payments on the line of credit                                                -             (834,209)
   Net borrowings (payments) on Long-term Debt                                   (181,731)          182,231
   Issuance of Common Stock, net of costs                                       2,154,601            10,763
   Issuance of Preferred Stock, net of costs                                         -            2,356,441
   Deferred financing costs                                                          -               (4,812)
------------------------------------------------------------------------------------------------------------
                 Net cash provided by financing activities                      1,972,870         1,710,414
------------------------------------------------------------------------------------------------------------
                 Net increase in cash                                           1,328,946           949,284
Cash and cash equivalents
   Beginning of period                                                          1,131,255               600
------------------------------------------------------------------------------------------------------------
   End of period                                                              $ 2,460,201        $  949,884
============================================================================================================

Supplemental Disclosures of Cash Flow Information
   Cash payments for:
      Interest                                                                   $100,503         $ 208,280
      Income taxes                                                                   -                4,500
============================================================================================================

See Notes to Condensed Consolidated Financial Statements.

</TABLE>
                                       5
<PAGE>

                               Sparta Foods, Inc.
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 1999
                                   (Unaudited)

NOTE 1.  GENERAL

     The unaudited condensed consolidated balance sheet at March 31, 1999, the
     condensed consolidated statements of operations for the three-month and
     six-month periods ended March 31, 1999 and 1998, and the condensed
     consolidated statements of cash flows for the six-month periods ended March
     31, 1999 and 1998, include all adjustments which in the opinion of
     management are necessary in order to make the financial statements not
     misleading and are not necessarily indicative of results of operations to
     be expected for the entire fiscal year ending September 30, 1999.

     The unaudited financial statements should be read in conjunction with the
     audited financial statements for the years ended September 30, 1998 and
     1997, contained in Form 10-KSB and Management's Discussion and Analysis or
     Plan of Operation contained herein.


NOTE 2.  FINANCING AGREEMENTS

     The Company has a line of credit (the "Line of Credit") and term loan (the
     "Term Loan") with a bank, secured by certain assets. Maximum borrowings
     under the Line of Credit are determined by a borrowing base calculation or
     $1,200,000, whichever is less. Borrowings bear interest at prime (7.75
     percent at March 31, 1999). At March 31, 1999 and September 30, 1998, $0
     is outstanding on the Line of Credit and $1,131,602 and $1,243,333,
     respectively, is outstanding on the Term Loan. The Company is to maintain
     certain minimum net worth and debt service coverage levels.

     The Company has a loan acquired through the State of Minnesota related to a
     revenue bond issuance. The loan is due in monthly installments that vary in
     accordance with the maturity dates of the related revenue bonds, plus
     interest at rates varying from 4.5 to 6.0 percent. At March 31, 1999,
     $1,721,667 is outstanding. The Company is to maintain certain net worth and
     debt service coverage levels. In addition certain dividend restrictions are
     stipulated and a debt service reserve fund has been established. The debt
     service reserve fund will remain until all loan obligations have been
     satisfied and is reflected on the consolidated balance sheet as restricted
     cash.

     In March of 1999, the Company entered into a seven year operating lease
     agreement for certain new factory equipment to a maximum of $1,229,350. 
     As of March 31, 1999, the Company made deposits totaling $359,902 on 
     equipment subject to the lease agreement.  In April 1999, the deposits
     were returned and lease payments will commence in May.  These deposits
     are reflected on the March 31, 1999 consolidated balance sheet as 
     deposits receivable.

                                       6

<PAGE>


NOTE 3.  INCOME TAX

     Deferred taxes are provided on an asset and liability method whereby
     deferred tax assets are recognized for deductible temporary differences and
     operating loss and tax credit carryforwards, net of deferred tax
     liabilities for temporary differences. Due to losses, for the three-month
     and six-month periods ended March 31, 1999 and 1998, the provisions for
     income taxes are based upon a state minimum income tax.


NOTE 4.  PREFERRED STOCK

     In February of 1998, the Company issued 2,500 shares of Preferred Stock,
     Series 1998. The shares are convertible at any time at the rate of 606.06
     shares of Common Stock for each share of Preferred Stock. The holders of
     the preferred stock have the right to require the Company to repurchase the
     stock in the event of a change in control authorized by the Board of
     Directors or if the Company is in default with certain covenants as defined
     in the agreement. The holders of the Preferred Stock are entitled to
     receive, when, as and if declared by the Company's Board of Directors, cash
     dividends at the rate of 5% annually or, at the option of the Company,
     dividends of shares of additional Preferred Stock at the rate of 7.5%
     annually. Dividends are fully cumulative, accumulate without interest from
     the date the Preferred Stock was originally issued, and, if declared by the
     Board of Directors, are payable, semi-annually on January 1st and July 1st.
     At March 31, 1999, cumulative and undeclared cash dividends totaled
     $137,500 or $55 per share of preferred stock.


NOTE 5.  NET LOSS PER COMMON SHARE

     The Company is complying with "Statement of Financial Accounting Standards
     No. 128, Earnings per Share" (FAS 128). FAS 128 requires the presentation
     of basic earnings or losses per share (EPS) and diluted earnings or losses
     per share amounts. Basic EPS is the net income or loss related to the
     weighted-average number of common shares outstanding for the period.
     Diluted EPS reflects potential dilution assuming the issuance of common
     stock for stock options and warrants exercisable under the treasury stock
     method and also considers the potential conversion of convertible preferred
     stock.

     For the three-month and six-month periods ended March 31, 1999 and 1998,
     diluted EPS does not include the assumed conversion of option, warrants and
     preferred stock due to an antidilutive impact.


                                       7



<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

     La Canasta of Minnesota, Inc. ("La Canasta"), the predecessor of Sparta
     Foods, Inc. (the "Company"), and now a wholly-owned subsidiary of the
     Company, began producing limited volumes of hand stretched tortillas, corn
     tortillas and corn tortilla chips shortly following its organization in
     1981, primarily for sale to restaurants. The Company was organized under
     the laws of the State of Minnesota in 1988, originally under the name of
     "Sparta Corp." for the purposes of raising capital for the acquisition of,
     or investment in, a business. In January 1991, the Company acquired all of
     the outstanding capital stock of La Canasta. Since 1991, the Company has
     completed acquisitions and secured new broker and distributor relationships
     which has expanded its trademark retail brands to include Cruz, Chapala,
     Mexitos and La Campana Paradiso, its retail distribution network to include
     Crystal Farms Refrigerated Distribution Company and Marigold Foods, Inc.
     and its food service customers to include McDonald's, Perkins, Friendly's
     and Carlos O'Kelly restaurants.

Results of Operations

     The Company's net sales of $7,105,890 increased $28,230 (0.4%) for the six
     months ended March 31, 1999, as compared to the six months ended March 31,
     1998. Net sales of $3,430,866 increased $165,363 (5.1%) for the three
     months ended March 31, 1999, as compared to the three months ended March
     31, 1998. These increases are caused by a growth in sales to established
     and new customers. This growth is offset by the loss of a significant
     private label barbecue sauce customer. Net sales to the lost customer
     totaled approximately $0 and $350,000 (4.9%) for the six-month periods
     ended March 31, 1999 and 1998, respectively.

     Gross profit, as a percentage of net sales, for the six months ended March
     31, 1999, was 27.7% compared to 26.3% for the six months ended March 31,
     1998. Gross profit, as a percentage of net sales, for the three months
     ended March 31, 1999, was 25.8% compared to 24.9% for the three months
     ended March 31, 1998. These increases are primarily due to more favorable
     operating efficiencies.

     Selling, general and administrative expenses increased by $327,523 or 18.1%
     during the six months ended March 31, 1999, as compared to the six months
     ended March 31, 1998. These expenses increased by $288,487 or 35.7% during
     the three months ended March 31, 1999, as compared to the three months
     ended March 31, 1998. These increases are due mainly to the hiring of
     additional sales personnel and consultants to implement the Company's
     long-term sales growth objectives. In addition, increased advertising and
     promotional expenses have been incurred on new and existing products in an
     effort to penetrate new markets.

     Interest expense decreased by $103,221 (51.0%) for the six months ended
     March 31, 1999 compared to the six months ended March 31, 1998. Interest
     expense decreased by $62,137 (56.2%) for the three months ended March 31,
     1999 compared to the three months ended March 31, 1998. These decreases are
     due to significant debt reductions as a result of the use of proceeds from
     the issuance of preferred stock and the sale of rental property in fiscal
     1998.

                                       8

<PAGE>

     Due to losses for the six-month periods ended March 31, 1999 and 1998, the
     Company has recorded provisions for income taxes equal to a state minimum
     income tax.

     For the reasons discussed above, the net loss for the six-months ended 
     March 31, 1999 was $204,923 compared to a net loss of $78,176 for the same
     period in 1998. The net loss for the three-months ended March 31, 1999 was
     $216,727 compared to a net loss of $68,356 for the same period in 1998.


Liquidity and Capital Resources

     The Company financed its current activities primarily through cash
     generated from the issuance of common stock resulting from the exercise of
     warrants.

     Cash used in operating activities during the six months ended March 31,
     1999 was $414,076 consisting principally of a net loss of $204,923 and an
     increase in deposits receivable, inventories and prepaid expenses of
     $855,367 offset by depreciation and amortization of $414,944, a decrease in
     accounts receivable of $114,782 and an increase in accounts payable and
     accrued expenses of $112,031. Cash used in investing activities was
     $229,848 consisting principally of the purchase of equipment of $350,236
     offset by the utilization of restricted cash of $39,414 and a decrease in
     deposits and other assets of $80,974. Cash provided by financing activities
     was $1,972,870 consisting of $2,154,601 in net proceeds from the issuance
     of common stock upon exercise of outstanding warrants offset by a $181,731
     reduction in long-term debt.

     During October of 1998, the Company received an aggregate of $401,937 and
     issued an aggregate of 803,873 shares of common stock related to warrants
     with expiration dates of October 20, 1998 and October 31, 1998. During
     February of 1999, the Company received an aggregate of $1,755,000 and
     issued an aggregate of 2,340,000 shares of common stock related to warrants
     with expiration dates of February 2, 1999.

     During March of 1999, the Company entered into an operating lease agreement
     for certain new factory equipment to a maximum of $1,229,350.  As of March
     31, 1999, no equipment had been leased; however, the Company plans to 
     fully utilize this agreement during the second half of fiscal 1999.

     At March 31, 1999, the Company had cash and cash equivalents of $2,460,201
     and working capital of $3,685,068. The Company believes that its available
     cash, cash equivalents, cash flow from operations and existing bank credit
     facilities will be sufficient to meet its operating requirements through
     fiscal 1999.


Seasonality

     The Company has historically had higher sales in its third and fourth
     fiscal quarters which end June 30, and September 30, respectively, than in
     its first and second quarters. Management believes that this is a result of
     seasonal consumption patterns with respect to the Company's food products,
     such as consumption of higher volumes of tortilla chips and salsa during
     the summer months. This seasonality may cause quarterly results of
     operations to fluctuate.

                                       9
<PAGE>

Raw Material Cost Fluctuations

     The Company does not enter into futures contracts as defined by SFAS 80. It
     does, however, enter into purchase orders for delayed delivery of raw
     materials, generally 30 days for raw materials other than flour and corn.
     The Company enters into purchase orders for delayed delivery of flour and
     corn for a period of 2-18 months, depending on current pricing, to ensure
     the availability of the type of flour and corn best suited for the
     Company's products. These purchase orders are placed directly with the
     suppliers.

Outlook

     The Company's plan in fiscal 1999 is to grow the business by increasing
     sales and expanding its presence in new geographic territories. The Company
     plans to grow the business internally as well as through joint ventures
     and/or acquisitions and through the development of new distribution
     relationships.

     The Company relies on computer software and hardware systems to manage its
     information and portions of its manufacturing. The Company is aware of the
     computer software and hardware issues associated with the programming code
     in existing computer software programs and non-information technology such
     as micro-controllers found in computer hardware. The issue is whether
     systems will properly recognize date sensitive information. Much of the
     computer software and hardware in use today are unable to recognize a year
     that begins with "20" instead of "19." Many computers will be unable to
     recognize the Year 2000 and, as a result, could generate erroneous data or
     cause a computer to fail. Some computer systems may begin to operate
     improperly sooner for failure to read other dates.

     The Company has completed an assessment of its exposure to the Year 2000
     issue by evaluating its software and hardware systems. The Company's
     assessment revealed that its exposure to the Year 2000 issue is nominal,
     and it has upgraded its software and hardware systems to make such systems
     Year 2000 compliant. Costs associated with the upgrade were immaterial. In
     addition to evaluating its own systems, the Company has inquired of its
     major customers and suppliers as to their exposure to the Year 2000 issue
     to determine the extent to which the Company is indirectly vulnerable to
     the Year 2000 issues from such customers and suppliers. Many of the
     Company's customers and suppliers have responded that they believe they are
     or will be Year 2000 compliant. The Company plans to continue to assess its
     exposure to the Year 2000 issue and develop plans to address any
     developments associated with the Year 2000 issue that could have an adverse
     effect on the Company and its operations.

     The foregoing statements contained in this Outlook section of Management's
     Discussion and Analysis or Plan of Operation and those relating to the
     Company's operating requirements through fiscal 1999 contained in
     Management's Discussion and Analysis or Plan of Operation are forward
     looking statements that involve a number of risks and uncertainties. Some
     additional factors that could cause actual results to differ materially
     include but are not limited to seasonality of its sales and raw materials
     cost fluctuations, which are discussed above, and the following:

                                       10

<PAGE>

     Reliance on Principal Customers. During 1998, sales to Crystal Farms
     Refrigerated Distribution Company ("Crystal Farms") and Catalina Specialty
     Foods, Inc. accounted for approximately 25% and 12%, respectively, of the
     Company's sales.  Crystal Farms is the Company's largest single distributor
     of its retail products and has a significant impact on the Company's growth
     in the retail market. Although the Company and Crystal Farms operate under
     a distribution agreement, the loss of Crystal Farms as a customer would 
     have a material and adverse effect on the Company's sales and 
     profitability and future growth.


     Competition. The Mexican-style food manufacturing and distribution industry
     is highly competitive. The Company is in competition with a number of
     manufacturers and distributors of Mexican-style food products and, to a
     limited extent, manufacturers of "snack foods," many of which are better
     capitalized than the Company. The Company will also be subject to future
     competition from other manufacturers, distributors and retailers who enter
     into the Mexican-style food and distribution industry. In the retail
     market, many of these competitors engage in extensive local and national
     advertising and marketing, and the brand names for products distributed by
     those competitors are significantly more recognizable to the consumer than
     the Company's brand names. In addition, competition for shelf space in
     retail grocery stores is intense. In the food service market, the Company
     is competing with a number of regional and national producers of
     Mexican-style food products. Many of these competitors are better
     capitalized than the Company and have established sales organizations. No
     assurance can be given that the Company will be able to compete as it
     expands its markets.



                                       11

<PAGE>





                           PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

During the quarter ended March 31, 1999, the Company sold securities without
registration under the Securities Act of 1933, as follows:

<TABLE>
<CAPTION>


             Aggregate
              Number
             of Shares       
                of                                                            Total
              Common                                                        Purchase            Exemption
 Date     Stock or Options         Purchaser                                  Price             Relied Upon
 ----     ----------------         ---------                                  -----             -----------
<S>           <C>            <C>                                        <C>                     <C>    
2/2/99        2,340,000      Common Stock issued to existing            $    1,755,000          Section 4(2)
                             security holders upon exercise of 
                             warrants
2/25/99          35,000      Non-qualified stock options issued at      $            0(1)       Section 4(2)
                             market price to certain management          
                             employees

(1) In consideration for service rendered to the Company as an employee.

</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibits

     10.1  Equipment Lease Agreement dated March 5, 1999 between the Company
           and Firstar Equipment Finance Corporation.
     11    Computation of Loss Per Common Share.
     27    Financial Data Schedule (filed only in electronic format).



(b)  Reports on Form 8-K


     A report on Form 8-K was not filed during the quarter ended March 31, 1999.


                                       12

<PAGE>
                                   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 FOODS, INC.
                                          (Registrant)

Dated:    April 28, 1999                  By: /s/ Joel P. Bachul
                                          Joel P. Bachul,
                                          President and Chief Executive Officer


Dated:    April 28, 1999                  By: /s/ A. Merrill Ayers
                                          A. Merrill Ayers
                                          Treasurer, Secretary and
                                          Chief Financial Officer


                                       13


<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number            Description
------            -----------

10.1              Equipment Lease Agreement dated March 5, 1999 between the
                  Company and Firstar Equipment Finance Corporation.

11                Computation of Loss Per Common Share.

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






                                       14