SPARTA FOODS INC
SC 13D, 1996-01-29
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                              (Amendment No. ___)*




                               Sparta Foods, Inc.
- --------------------------------------------------------------------------------

                                (Name of Issuer)


                          Common Stock, $.01 par value
- --------------------------------------------------------------------------------

                         (Title of Class of Securities)


                                   846573 30 1
- --------------------------------------------------------------------------------

                                 (CUSIP Number)

                                Michael J. Kozlak
                              5049 Green Farms Road
                             Edina, Minnesota 55436
- --------------------------------------------------------------------------------

            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                October 20, 1995
  ----------------------------------------------------------------------------

             (Date of Event which Requires Filing of this Statement)



If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [x]. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



<PAGE>



                                  SCHEDULE 13D

- ----------------------------------    ------------------------------------------
CUSIP No.    846573 30 1              Page     2      of     4         Pages
          --------------------             ----------    ----------      
- ----------------------------------    ------------------------------------------
- --------------------------------------------------------------------------------
1             NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Michael J. Kozlak
              ###-##-####

- --------------------------------------------------------------------------------
2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a)  [  ]
                                                                       (b)  [  ]


- --------------------------------------------------------------------------------
3             SEC USE ONLY


- --------------------------------------------------------------------------------
4             SOURCE OF FUNDS*

              PF
- --------------------------------------------------------------------------------
5             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
              TO ITEMS 2(d) or 2(e)


- --------------------------------------------------------------------------------
6             CITIZENSHIP OR PLACE OF ORGANIZATION

              U.S.A.
- --------------------------------------------------------------------------------
         NUMBER OF            7            SOLE VOTING POWER
          SHARES
       BENEFICIALLY
         OWNED BY
           EACH
         REPORTING
          PERSON
           WITH

                                           None
                            ----------------------------------------------------
                              8            SHARED VOTING POWER

                                           253,000 (such shares are obtainable 
                                           upon exercise of options and warrants
                                           and conversion of a note)
                            ----------------------------------------------------
                              9            SOLE DISPOSITIVE POWER

                                           None
                            ----------------------------------------------------
                              10           SHARED DISPOSITIVE POWER

                                           253,000 (such shares are obtainable 
                                           upon exercise of options and warrants
                                           and conversion of a note)
- --------------------------------------------------------------------------------
11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              253,000 (such shares are obtainable upon exercise of options and 
              warrants and conversion of a note)
- --------------------------------------------------------------------------------
12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
              SHARES*                                                        [ ]


- --------------------------------------------------------------------------------
13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              5.9%
- --------------------------------------------------------------------------------
14            TYPE OF REPORTING PERSON*

              IN
- --------------------------------------------------------------------------------



<PAGE>



Item 1.           Security and Issuer.

     This statement  relates to Common Stock,  $.01 par value,  of Sparta Foods,
Inc., 2570 Kasota Avenue, St. Paul, Minnesota 55108.

Item 2.           Identity and Background.

               (a)  The person filing this statement is Michael J. Kozlak.

               (b)  Mr.  Kozlak's  residence  address is 5049 Green  Farms Road,
                    Edina, Minnesota 55436.

               (c)  Mr.  Kozlak is  Executive  Vice  President  of PNC  Mortgage
                    Corporation of America, 440 North Fairway Drive - 2W, Vernon
                    Hills, Illinois 60061.

               (d)  Mr.   Kozlak  has  never  been   convicted   in  a  criminal
                    proceeding.

               (e)  Mr. Kozlak has not been a party to any civil proceeding as a
                    result of which he was or is subject to a  judgment,  decree
                    or  final  order   enjoining   future   violations   of,  or
                    prohibiting or mandating  activities  subject to, federal or
                    state  securities laws or finding any violation with respect
                    to such laws.

               (f)  Mr. Kozlak is a citizen of the United States of America.

Item 3.           Source and Amount of Funds or Other Consideration.

     On October 20, 1995,  the Issuer issued to Mr. Kozlak a warrant to purchase
50,000 shares of Common Stock in  consideration  of a $50,000 loan. Mr. Kozlak's
loan of $50,000 was provided from his personal funds.

Item 4.           Purpose of Transaction.

     Mr. Kozlak's purpose in making the foregoing loan of $50,000 was to provide
necessary  interim  financing  to the  Issuer  pending  completion  of a private
placement  which the Company was  conducting.  Mr. Kozlak  accepted  warrants to
purchase 50,000 shares of the Issuer's Common Stock as partial consideration for
the loan.

Item 5.           Interest in Securities of the Issuer.

               (a)  Mr. Kozlak  beneficially owns 253,000 shares of the Issuer's
                    Common  Stock,   representing   approximately  5.9%  of  the
                    Issuer's Common Stock. Of such shares,  3,000 are obtainable
                    upon  exercise  of  a  director  stock  option  (subject  to
                    shareholder  approval  of such  option),  50,000  shares are
                    obtainable upon exercise of a presently exercisable warrant,
                    100,000   shares  are  obtainable   upon   conversion  of  a
                    convertible note, and 100,000 shares will be obtainable upon
                    exercise of a warrant  which will be issued upon  conversion
                    of the convertible note.

    <PAGE>

               (b)  Mr. Kozlak shares voting and  dispositive  power over all of
                    such securities with his spouse.

               (c)  On October 20, 1995, in partial  consideration  of a $50,000
                    loan  to the  Issuer,  Mr.  Kozlak  received  a  warrant  to
                    purchase  50,000 shares of the Issuer's  Common  Stock.  The
                    warrant is  exercisable  at a price of $.50 per share  until
                    October  19,  1998,  the  warrant's   expiration  date.  Mr.
                    Kozlak's  loan to the Issuer is  evidenced  by a  Promissory
                    Note which is  convertible  into  100,000  Units,  each Unit
                    consisting  of one  share of Common  Stock and a Warrant  to
                    purchase one share of Common Stock at $.75 per share.

Item 6.           Contracts, Arrangements, Understandings or Relationships With 
                  Respect to Securities of the Issuer.

                  None.

Item 7.           Material to be Filed as Exhibits.

                  None.


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated:            January 20th, 1996.



                                                      /s/ Michael J. Kozlak
                                                          Michael J. Kozlak


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