UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment No. 1)



[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended: December 31, 2017



or



[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
file number: 000-54883



SPORTS
FIELD HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                                                 |  | 46-0939465                                                  
|---------------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
    or other jurisdiction of
    incorporation or organization) |  | (I.R.S.
        Employer
        Identification
        No.)



1020 Cedar Ave, Suite 200

St. Charles, IL 60174

(Address
of principal executive offices)



978-914-7570

(Registrant’s
telephone number, including area code)



Securities
registered under Section 12(b) of the Exchange Act: None



Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.00001 per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No
[X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 [  ]



Indicate
by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No
[  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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-K or any amendment to this Form 10-K. [  ]



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:



| | Large
    accelerated filer | [  ] |  | Non-accelerated
    filer     | [  ]
| | --------------------------- | ---- |  | ----------------------------- | ----
| | Accelerated
    filer       | [  ] |  | Smaller
    reporting company | [X] 
| |                             |      |  | Emerging
    growth Company   | [  ]



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]



The aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant on June 30, 2017, based on a closing price of $0.49 was $8,434,865.
As of March 31, 2018, the registrant had 17,403,527 shares of its common stock, par value $0.00001 per share, outstanding.


















Explanatory Note



Sports Field Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2017 (the “Annual Report”), which was originally filed with the
Securities and Exchange Commission on April 2, 2018, solely to (i) replace Exhibit 10.22 with a corrected version, and (ii) remove
the Articles of Incorporation of a former subsidiary of the Company from the Exhibit Index. There are no other changes to the Annual
Report.











PART
IV



Item
15. Exhibits, Financial Statement Schedules.



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Acquisition and Plan of Merger Agreement dated June 16, 2014 by and among Anglesea Enterprises, Inc., Anglesea Enterprises Acquisition Corp., and Sports Field Holdings, Inc. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2014).
|            |  |                                                                                                                                                                                                                                                                                                                                         
|2.2         |  | Short Form Merger Agreement dated June 16, 2014 by and between Anglesea Enterprises, Inc. and Sports Field Holdings, Inc. (Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2014).                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                         
|3.1         |  | Certificate of Incorporation of Sports Field Holdings, Inc. (Incorporated by reference to Exhibit 3.3 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2014).                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                         
|3.2         |  | By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company's Form S-1 filed with the Securities and Exchange Commission on January 24, 2012).                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                         
|3.3         |  | By-Laws of Sports Field Holdings, Inc. (Incorporated by reference to Exhibit 3.4 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2014).                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                         
|4.1         |  | Form of Convertible Debenture (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2015).                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                         
|4.2         |  | Form of Private Placement Warrant (Incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 4, 2016).                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.1        |  | Consulting Agreement, dated August 29, 2014, between the Company and Jeromy Olson (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2014).                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.2        |  | Employment Agreement, dated September 18, 2014, between the Company and Jeromy Olson (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2014).**                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.3        |  | Director Agreement, dated January 29, 2015, between the Company and Tracy Burzycki (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2015).**                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.4        |  | Director Agreement, dated August 27, 2015, between the Company and Glenn Appel (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015).**                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.5        |  | Form of Subscription Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2015).                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.6        |  | Director Agreement, dated January 4, 2014, between the Company and Glenn Tilley (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 1, 2016).**                                                                                         
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.7        |  | Business Loan Agreement by and between the Company and Genlink (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2016).                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.8        |  | Promissory Note issued in favor of Genlink (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2016).                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.9        |  | Security Agreement by and between the Company and Genlink (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2016).                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.10       |  | Consulting Agreement by and between the Company and Nexphase Global, dated March 10, 2014 (Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 4, 2016).                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.11       |  | Letter Agreement by and between the Company and Brothers Consulting, dated (incorporated by reference to the exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2016).                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                         
|10.12       |  | Letter
    Agreement by and between the Company and Glenn Tilley, dated October 21, 2016 (incorporated by reference to the exhibit 10.1
    of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2016).                                                                         













|Exhibit No. |  | Description                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                   
|10.13       |  | Consulting Agreement by and between the Company and Nexphase Global, dated March 15, 2016 (Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 4, 2016).
|            |  |                                                                                                                                                                                                                                                                   
|10.14       |  | Form of Ambassador Program Representative Agreement***                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                   
|10.15       |  | Sports Field Holdings, Inc., 2016 Incentive Stock Option Plan (incorporated by reference to the exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).**                                
|            |  |                                                                                                                                                                                                                                                                   
|10.16       |  | Form of Restricted Stock Agreement (incorporated by reference to the exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).**                                                           
|            |  |                                                                                                                                                                                                                                                                   
|10.17       |  | Form of Nonqualified Stock Option Agreement (Non-Employee) (incorporated by reference to the exhibit 10.3 of the company’s current report on form 8-k filed with the Securities and Exchange Commission on October 12, 2016).**                                   
|            |  |                                                                                                                                                                                                                                                                   
|10.18       |  | Form of Nonqualified Stock Option Agreement (Employee) (incorporated by reference to the exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).**                                       
|            |  |                                                                                                                                                                                                                                                                   
|10.19       |  | Form of Incentive Stock Option Agreement (incorporated by reference to the exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).**                                                     
|            |  |                                                                                                                                                                                                                                                                   
|10.20       |  | NM Letter Agreement Extending the Maturity Date of the Brothers Note (incorporated by reference to the exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).                           
|            |  |                                                                                                                                                                                                                                                                   
|10.21       |  | Director Agreement, dated May 15, 2017, between the Company and Tom Minichiello (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2017).**                      
|            |  |                                                                                                                                                                                                                                                                   
|10.22       |  | Settlement Agreement, dated January 26, 2018, between the Company and Montreat College.*                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                   
|10.23       |  | First Modification of Business Loan Agreement, dated December 11, 2017, between the Company Genlink Capital, LLC. ***                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                   
|10.24       |  | First Modification of Promissory Note, dated December 11, 2017, between the Company and Genlink Capital, LLC.***                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                   
|21.1        |  | List of Subsidiaries (incorporated by reference to exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 30, 2016).                                                                        
|            |  |                                                                                                                                                                                                                                                                   
|23.1        |  | Consent of Rosenberg Rich Baker Berman & Company (Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 4, 2016).                                         
|            |  |                                                                                                                                                                                                                                                                   
|31.1        |  | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). ***                                                                                                  
|            |  |                                                                                                                                                                                                                                                                   
|31.2        |  | Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). ***                                                                                                  
|            |  |                                                                                                                                                                                                                                                                   
|31.3        |  | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*                                                                                                     
|            |  |                                                                                                                                                                                                                                                                   
|31.4        |  | Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *                                                                                                    
|            |  |                                                                                                                                                                                                                                                                   
|32.1        |  | Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***                                                                                                             
|            |  |                                                                                                                                                                                                                                                                   
|32.2        |  | Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***                                                                                                             
|            |  |                                                                                                                                                                                                                                                                   
|101.INS     |  | XBRL
    Instance Document *                                                                                                                                                                                                                                      
|101.SCH     |  | XBRL
    Taxonomy Extension Schema *                                                                                                                                                                                                                              
|101.CAL     |  | XBRL
    Taxonomy Extension Calculation Linkbase *                                                                                                                                                                                                                
|101.DEF     |  | XBRL
    Taxonomy Extension Definition Linkbase *                                                                                                                                                                                                                 
|101.LAB     |  | XBRL
    Taxonomy Extension Label Linkbase *                                                                                                                                                                                                                      
|101.PRE     |  | XBRL
    Taxonomy Extension Presentation Linkbase *                                                                                                                                                                                                               



|*   | Filed herewith                                                     
|--- | -------------------------------------------------------------------
|**  | Indicates a management contract or compensatory plan or arrangement
|*** | Previously filed with the Form 10-K.                               











SIGNATURES



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



|                         | SPORTS
    FIELD HOLDINGS, INC.
|------------------------ | -------------------------------
|                         |                                
|Date:
    April 20, 2018 | By:                            
|                         | Name:                          
|                         | Title: