SPARTA FOODS INC
SC 13D/A, 1996-02-28
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. 1)*




                               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)


                                February 2, 1996
- --------------------------------------------------------------------------------

             (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 [ ]. (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*

              00
- --------------------------------------------------------------------------------
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

                                           100,000
                            ----------------------------------------------------
                              8            SHARED VOTING POWER


                            ----------------------------------------------------
                              9            SOLE DISPOSITIVE POWER

                                  203,000  (includes  103,000 shares  obtainable
                                  upon exercise of options and warrants)
                            ----------------------------------------------------
                             10            SHARED DISPOSITIVE POWER

                                  50,000 (such shares are obtainable upon 
                                  exercise of warrants)
- --------------------------------------------------------------------------------
11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            253,000 (includes 153,000 shares obtainable upon exercise of options
            and warrants)
- --------------------------------------------------------------------------------
12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ }
              SHARES*


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

              3.7%
- --------------------------------------------------------------------------------
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)      No change.

                  (c)      No change.

                  (d)      No change.

                  (e)      No change.

                  (f)      No change.

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

     On February 2, 1996, Mr. Kozlak, through his IRA, acquired 100,000 Units in
the Issuer's private placement at a price of $.50 per Unit.

Item 4.           Purpose of Transaction.

                  Mr. Kozlak acquired the Units for investment purposes.

Item 5.           Interest in Securities of the Issuer.

                    (a) Mr.  Kozlak  beneficially  owns  253,000  shares  of the
               Issuer's  Common Stock,  representing  approximately  3.7% 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) and 150,000 shares are  obtainable  upon
               exercise of presently exercisable warrants.

                    (b) Mr.  Kozlak has sole voting and  dispositive  power over
               100,000 shares owned by his IRA, has sole dispositive  power over
               153,000  shares which are  obtainable  on exercise of options and
               warrants and shares voting and dispositive  power with his spouse
               over 50,000 shares which are obtainable on exercise of a warrant.

                    (c) On February 2, 1996,  Mr. Kozlak  acquired,  through his
               IRA, 100,000 Units in the Issuer's  private  placement at a price
               of $.50 per Unit. Each Unit consists of one share of Common Stock
               and a warrant to purchase  one share of Common  Stock at $.75 per
               share. A promissory note  previously  issued by the Issuer to Mr.
               Kozlak was repaid by the Issuer  with  proceeds  from the private
               placement.
<PAGE>

                    (d) As a result  of the  issuance  of  additional  shares of
               Common Stock by the Issuer in its private placement,  on February
               2, 1996 Mr. Kozlak ceased to be the beneficial owner of more than
               5 percent of the Issuer's Common Stock.

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:            February 24, 1996.



                                                 /s/ Michael J. Kozlak
                                                     Michael J. Kozlak








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