FORM 10-QSB

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the quarterly period ended: 04/30/00         Commission file number: 1-14091

                              SHERWOOD BRANDS, INC.

             (Exact name of Registrant as specified in its charter)

              North Carolina                            56-1349259

     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

               1803 Research Blvd. Suite 201, Rockville, MD 20850

                    (Address of principal executive offices)

Registrant's telephone number, including area code: 301-309-6161

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
requirement for the past 90 days. Yes [X] No [ ]

As of June 13, 2000 there were 2,700,000 shares of Class A Common stock and
1,000,000 shares of Class B Common Stock, par value $0.01 per share, of the
registrant outstanding.

Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]

<PAGE>

SHERWOOD BRANDS, INC.
INDEX

Part I   Financial Information

         Item 1.   Financial Statements

                   Consolidated Balance Sheets - April 30, 2000(unaudited) and
                   July 31, 1999

                   Consolidated Statements of Operations - Three months and nine
                   months ended April 30, 2000 and 1999 (unaudited)

                   Consolidated Statements of Cash Flows - Nine months ended
                   April 30, 2000 and 1999 (unaudited)

                   Notes to Consolidated Financial Statements

         Item 2.   Management's Discussion and Analysis of Financial Condition
                   and Results of Operations

Part II  Other Information

         Item 1.   Legal Proceedings

         Item 6.   Exhibits and Reports on form 8-K

Signatures

<PAGE>

                     SHERWOOD BRANDS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
unaudited                                                   April 30, 2000   July 31, 1999
                                                            ------------------------------
                                                               (unaudited)     (audited)
                                                               -----------    -----------
                                           Assets
<S>                                                            <C>            <C>
Current assets
   Cash and cash equivalents                                   $ 1,199,169    $   657,791
   Accounts receivable, less allowance of $120,816 and
   $40,000                                                       5,658,856      2,928,874
   Inventory                                                     8,903,981      8,569,580
   Income taxes receivable                                                        435,609
   Other current assets                                            924,168        658,364
   Deferred taxes on income                                             --        141,800
                                                               -----------    -----------
Total current assets                                            16,686,174     13,392,018

Deferred taxes on income                                            43,000         43,000

Net property and equipment                                       3,307,428      3,110,220

Other assets                                                        79,714         30,132
                                                               -----------    -----------
TOTAL ASSETS                                                   $20,116,316    $16,575,370
                                                               ===========    ===========

                      Liabilities and Stockholders' Equity

Current liabilities
   Line of credit                                              $ 5,346,254    $ 1,938,448
   Current portion of long-term debt                               205,000        205,000
   Current portion of subordinated debt                             92,165         96,444
   Accounts payable                                              2,097,680      2,863,182
   Accrued expenses                                              1,060,406      1,082,011
   Deferred taxes on income                                        102,700             --
   Income taxes payable                                            214,400        214,400
                                                               -----------    -----------
Total current liabilities                                        9,118,605      6,399,485

Long-term debt                                                     975,000        975,000
Subordinated debt                                                  257,141        328,082
                                                               -----------    -----------
TOTAL LIABILITIES                                               10,350,746      7,702,567
                                                               -----------    -----------
Stockholders' equity
    Preferred stock, $.01 par value, 5,000,000 shares
       authorized; no shares issued or outstanding                      --             --
    Common stock, Class A, $.01 par value, 30,000,000
       shares authorized, 2,700,000 and 1,150,000 shares
       issued and outstanding                                       27,000         27,000
    Common stock, Class B, $.01 par value, 5,000,000 shares
      authorized, 1,000,000 shares issued and outstanding           10,000         10,000
Additional paid-in-capital                                       7,973,538      7,973,538
Retained earnings                                                1,755,032        862,265
                                                               -----------    -----------
TOTAL STOCKHOLDERS' EQUITY                                       9,765,570      8,872,803

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $20,116,316    $16,575,370
                                                               ===========    ===========
</TABLE>

    See accompanying summary of acconting policies and notes to consolidated
                              financial statements

<PAGE>

                     SHERWOOD BRANDS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
unaudited                                                     Three months ended April 30,  Nine months ended April 30,
                                                              ---------------------------   ---------------------------
                                                                  2000           1999           2000           1999
                                                              ------------   ------------   ------------   ------------
<S>                                                           <C>            <C>            <C>            <C>
Net sales                                                     $ 14,365,353   $  4,966,263   $ 37,393,057   $ 20,200,399

Cost of sales                                                   11,949,838      3,453,004     28,188,397     13,753,733
                                                              ------------   ------------   ------------   ------------
Gross profit                                                     2,415,515      1,513,259      9,204,660      6,446,666
                                                              ------------   ------------   ------------   ------------
Selling, general and administrative expenses                     2,000,720      1,483,749      5,798,538      3,797,151
Pre-production costs                                                    --             --             --        213,112
Salaries and related expenses                                      660,349        730,577      2,346,661      1,994,914
                                                              ------------   ------------   ------------   ------------
Total operating expenses                                         2,661,069      2,214,326      8,145,199      6,005,177
                                                              ------------   ------------   ------------   ------------
(Loss) income from operations                                     (245,554)      (701,067)     1,059,461        441,489
                                                              ------------   ------------   ------------   ------------
Other income (expense)
   Interest income                                                  13,351          5,923         25,675         73,937
   Interest expense                                               (157,915)       (20,644)      (333,130)       (83,333)
   Other income (expense)                                          115,287         (2,951)       640,765        (41,819)
                                                              ------------   ------------   ------------   ------------
Total other income (expense)                                       (29,277)       (17,672)       333,310        (51,215)
                                                              ------------   ------------   ------------   ------------
(Loss) income before (benefit) provision for taxes on income      (274,831)      (718,739)     1,392,771        390,274
(Benefit) provision for taxes on income                            (88,314)      (244,371)       500,004        132,693
                                                              ------------   ------------   ------------   ------------
Net (loss) income                                             $   (186,517)  $   (474,368)  $    892,767   $    257,581
                                                              ------------   ------------   ------------   ------------
Basic and diluted (loss) earnings per share                   $      (0.05)  $      (0.13)  $       0.24   $       0.07
                                                              ------------   ------------   ------------   ------------
Weighted average common shares outstanding                       3,700,000      3,700,000      3,700,000      3,700,000
                                                              ============   ============   ============   ============
</TABLE>

    See accompanying summary of accounting policies and notes to consolidated
                              financial statements.

<PAGE>

                     SHERWOOD BRANDS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
unaudited                                                   Nine months ended
                                                        -------------------------
                                                          April 30,    April 30,
                                                            2000         1999
                                                        -----------   -----------
<S>                                                     <C>           <C>
Cash flows from operating activities
   Net income                                           $   892,767   $   257,581
   Adjustments to reconcile net income to net
   cash used in operating activities
   Depreciation expense                                     182,852       141,600
   Deferred income taxes                                    244,500            --
   Unrealized loss (gain) on foreign currency exchange           --        (2,423)
   Provision for doubtful accounts                           80,816        39,600
   Write-off of accounts receivable                          84,084        16,600
   (Increase) decrease in assets
       Accounts receivable                               (2,894,882)     (637,594)
       Inventory                                           (334,401)      155,213
       Other current assets                                 169,805      (327,535)
       Other assets                                         (49,581)       27,330
   Increase (decrease) in liabilities
        Accounts payable                                   (765,502)     (953,810)
        Accrued expenses                                    (21,606)      182,882
        Income taxes payable                                     --         7,693
                                                        -----------   -----------
Net cash used in operating activities                    (2,411,148)   (1,092,863)

Cash flows from investing activities
   Inventory purchased from Rosen                                      (4,000,000)
   Capital expenditures                                    (380,060)     (595,195)
                                                        -----------   -----------
Net cash used in investing activities                      (380,060)   (4,595,195)
                                                        -----------   -----------
Cash flows from financing activities
   Net borrowings on line of credit                       3,407,806       549,583
   Payments on debt                                         (75,220)      (72,595)
                                                        -----------   -----------
Net cash provided by financing activities                 3,332,586       476,988
                                                        -----------   -----------
Net increase (decrease) in cash and cash equivalents        541,378    (5,211,070)

Cash and cash equivalents, at beginning of period           657,791     6,087,789
                                                        -----------   -----------
Cash and cash equivalents, at end of period             $ 1,199,169   $   876,719
                                                        ===========   ===========
</TABLE>

    See accompanying summary of accounting policies and notes to consolidated
                              financial statements

<PAGE>

                     SHERWOOD BRANDS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Sherwood Brands,
Inc., and its wholly-owned subsidiaries, Sherwood Brands, LLC, Sherwood Brands
of RI Inc., and Sherwood Brands Overseas, Inc. ("Overseas") (collectively, the
"Company"). All material inter-company transactions and balances have been
eliminated in consolidation.

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Certain information and footnote disclosures normally included
in the consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. These consolidated financial statements should be read in
conjunction with the consolidated financial statements, and the notes thereto,
included in the Company's Annual Report and Form 10-KSB dated October 29, 1999.

2.       ORGANIZATION AND DESCRIPTION OF BUSINESS

Sherwood Brands, Inc. (formerly Sherwood Foods, Inc.) was incorporated in
December 1982 in the state of North Carolina. Sherwood Brands, Inc. manufactures
its own lines of confectionery products and demitasse \ registered trademark\
biscuits.

Sherwood Brands, Inc. is the owner of Sherwood Brands, LLC, a Maryland limited
liability company. Sherwood Brands, LLC markets and distributes its own lines of
confectionery products in the United States.

Overseas (a wholly-owned subsidiary of Sherwood Brands, LLC) was incorporated in
July 1993 in the Bahamas to market and distribute the Sherwood lines of
confectionery products internationally. Sherwood Brands, LLC and Overseas
purchase confectionery products from Sherwood Brands, Inc. as well as third
party suppliers.

Sherwood Brands of RI Inc. was incorporated in September 1998 in the state of
Rhode Island. Sherwood Brands of RI Inc. is a manufacturer of hard candies and
jellybeans and a packer of gift items and baskets.

<PAGE>

3.       INTERIM FINANCIAL INFORMATION

The financial information as of April 30, 2000 and for the three months and nine
months ended April 30, 2000 and 1999 is unaudited. In the opinion of management,
such information contains all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results for such periods.
Results for interim periods are not necessarily indicative of results to be
expected for an entire year.

4.       INVENTORY

Inventory consists of raw materials, packaging materials, components used in
assembly, work- in- process and finished goods and is stated at the lower of
cost or market. Cost is determined by the FIFO (first-in, first-out) method.

Inventory consists of the following:

                                        April 30       JULY 31
                                          2000          1999
                                       (Unaudited)    (Audited)
                                       -----------    ----------
      Raw materials and ingredients    $   536,352    $1,238,786

      Components used in assembly        1,305,874       542,459
      Packaging materials                1,520,657     1,380,525

      Work-in-process and
        Finished product                 5,541,098     5,407,810
                                       -----------    ----------
                                       $ 8,903,981    $8,569,580
                                       ===========    ==========

5.       USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

6.       INCOME TAXES

The income tax rate utilized on an interim basis is based on the Company's
estimate of the effective income tax rate for the fiscal year ending July 31,
2000, which approximates 36%.

<PAGE>

7.       STOCKHOLDERS' EQUITY

On August 2,1999, the Company granted options to buy an aggregate of 15,000
shares of Class A common stock to its three outside directors and 133,500 shares
to its executive and management team. The options granted were under the 1998
Stock Option Plan. The options have an exercise price of $3.00 and expire July
30, 2009.

8.       LEGAL SETTLEMENT

On October 6, 1999, the Company settled a trademark infringement suit which it
had initiated. The settlement resulted in a one-time cash payment to the Company
in the amount of $350,000.

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Those statements
include statements regarding the intent, belief or current expectations of the
Company and its management. Such statements are subject to a variety of risks
and uncertainties, many of which are beyond the Company's control, which could
cause actual results to differ materially from those contemplated in such
forward-looking statements, including in particular the risks and uncertainties
described under "Risk Factors" in the Company's Registration Statement on Form
SB-2, filed with the Commission on May 11, 1998. Existing and prospective
investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to update or revise the information contained in this Quarterly
Report on Form 10-QSB, whether as a result of new information, future events or
circumstances or otherwise.

Results of Operations

THREE MONTHS ENDED APRIL 30, 2000 AND 1999

Net sales for the three months ended April 30, 2000 and 1999 were $14,365,353
and $4,966,263 respectively. Net sales increased nearly three times primarily
due to a higher volume of sales of gift baskets, gift items and candies.

Gross profit for the second quarter increased to $2,415,515 from $1,513,259 and
declined as a percentage of sales to 17% from 31%. The decrease in gross profit
as a percentage of sales was primarily attributable to higher costs of
production due to high labor costs associated with a labor shortage in the
Company's geographic area, which created high levels of overtime and required us
to hire temporary employees. The additional labor costs associated with overtime
and contract labor approximated $885,000 for the third quarter . The Company is
taking action to ameliorate the labor supply problem, including adjusting
production scheduling to minimize labor requirements and expanding to new
locations to tap into additional labor pools. In addition, the gross profit
margin was negatively affected by the lower margins associated with jellybean
sales which accounted for approximately 1/3 of the total sales for the quarter.

Selling, general and administrative expenses increased to $2,000,720 from
$1,483,749 but decreased as a percentage of sales to 14% from 30% of sales. The
increase was largely due to increased freight costs and the additional selling,
general and administrative expenses associated with the operation in Rhode
Island.

Salaries and related expenses decreased to $660,349 from $730,577 and decreased
as a percentage of sales to 5% from 15% of sales in the prior comparable
quarter. The decrease as a percentage of sales from 15% to 5% is primarily due
to the relatively fixed nature of administrative salary costs compared to a 189%
increase in sales revenue

<PAGE>

As a result, operating expenses increased to $2,661,069 from $2,214,326 and
decreased as a percentage of sales to 18% from 45% of sales.

Interest income increased to $13,351 from $5,923. Interest expenses increased to
$157,915 from $20,644 due to increased borrowing under our line of credit for
working capital requirements to support higher sales. Other income increased to
$115,287 from expense of $2,951 primarily due to the collection of a legal claim
and foreign currency gains.

The effective income tax rate for the current quarter was 36%. The income tax
rate utilized for the current quarter is based on the Company's estimate of the
effective tax rate for the fiscal year ending July 31, 2000 which approximates
36%.

As a result of the foregoing, the Company incurred a net loss of $186,517 for
the three months ended April 30, 2000 compared to net loss of $474,368 for the
prior comparable quarter.

NINE MONTHS ENDED APRIL 30, 2000 AND 1999

Net sales for the nine months ended April 30, 2000 and 1999 were $37,393,057 and
$20,200,399 respectively. Net sales increased by 85% primarily due to a higher
volume of sales of gift baskets, gift items and candies .

Gross profit for the nine months increased to $9,204,660 from $6,446,666 but
declined as a percentage of sales to 25% from 32%. The decrease in gross profit
as a percentage of sales was primarily attributable to higher costs of
production in the third quarter due to high labor costs associated with a labor
shortage which created high overtime and the necessity to hire temporary
employees. Additional costs attributable to overtime and contract labor were
approximately $1.6 million . In addition, the gross profit margin was negatively
affected by the lower margins associated with jellybean sales which accounted
for approximately 15 % of the total sales for the period.

Selling, general and administrative expenses increased to $5,798,538 from
$3,797,151 but decreased as a percentage of sales to 16% from 19% of sales,
largely due to increased freight costs and the additional selling, general and
administrative expenses associated with the new operation in Rhode Island.

Salaries and related expenses increased to $2,346,661 from $1,994,914 but
decreased as a percentage of sales to 6% from 10% of sales in the prior
comparable period. The increase in salaries and related expenses was due to the
addition of new management employees at both the Maryland and Rhode Island
operations as well as higher management salaries. New management includes, among
others, new sales managers, operations, accounting and MIS personnel hired to
develop and support current and future marketing and operational needs of the
Company. The decrease as a percentage of sales from 10% to 6% is primarily due
to the relatively fixed nature of administrative salary costs compared to a 85%
increase in sales volume.

<PAGE>

As a result, operating expenses increased to $8,145,199 from $6,005,177 but
decreased as a percent of sales to 22% from 25% of sales. The Company believes
that it has put into place the infrastructure, including new management in the
areas of marketing, sales and operations to support its newly expanded and
growing product lines and customer base.

Interest income decreased to $25,675 from $73,937. During the prior comparable
period interest income was generated by the investment of the proceeds of the
initial public offering. The proceeds were utilized for the purchase of E. Rosen
assets on September 24,1998 as well as working capital. Interest expense
increased to $333,130 from $83,333 due to increased borrowing under the line of
credit for working capital requirements to support higher sales. Other income
increased to $640,765 from expense of $41,819 primarily due to the receipt of
$350,000 in settlement of a trademark infringement suit the company initiated
and a receipt of a legal claim.

The effective income tax rate for the nine month period was 36%. The income tax
rate utilized for the current period is based on the Company's estimate of the
effective tax rate for the fiscal year ending July 31, 2000 which approximates
36%.

As a result of the foregoing, the Company earned net income of $892,767 for the
nine months ended April 30, 2000 compared to net income of $257,581 for the
prior comparable period.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary cash requirements have been to fund the purchase,
manufacture and marketing of its products. The Company finances its operation
and manufacturing with cash flow from operations and bank financing. The
Company's working capital at April 30, 2000 and July 31, 1999 was $7,567,569 and
$6,992,533, respectively.

Net cash used in operating activities for the nine months ended April 30, 2000
and 1999, respectively was $2,411,148 and $1,092,863. The decrease in cash used
by operating activities was due to decreases in the Company's accounts payables
which were offset by the increase in accounts receivable which were caused by
the additional sales and purchasing activity.

Net cash used in investing activities decreased to $380,060 from $4,595,195,
primarily due to more acquisitions of equipment by the Company in the prior
period and the acquisition of the E. Rosen assets.

Net cash provided by financing activities increased to $3,332,586 from $476,998
primarily due to additional borrowings on the Company's line of credit to
finance working capital needs.

Principal payments for the Company's long-term debt for the twelve months ending
April 30, 2001 are $297,165. The Company believes that cash provided by
operations and borrowings from its existing line of credit will be sufficient to
finance its operations and fund debt service requirements.

<PAGE>

Seasonality

The Company's sales typically increase during the first and second quarters of
the company's fiscal year principally due to the holiday season.

Inflation

The Company does not believe that inflation has had a significant impact on the
Company's results of operations for the periods presented.

Part II Other Information

Item 1. Legal Proceedings

The Company is from time to time involved in litigation incidental to the
conduct of its business. The Company is currently plaintiff in several actions.
Management believes the outcomes of these actions, individually or in the
aggregate would not have a material adverse effect on the Company.

      Item 6. Exhibits and Reports  on Form 8-K

         (a)      Exhibit 27. Financial Data Schedule

         (b)      The Company did not file any report on Form 8-K during the
                  quarter ended April 30, 2000.

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 thereunto duly authorized.

                                         SHERWOOD BRANDS, INC.


Date: June 13 , 2000                     /s/ Uziel Frydman
                                                   President and Chief Executive
                                                   Officer

Date: June 13, 2000                      /s/ Anat Schwartz
                                                    Executive Vice President -
                                                    Finance and Secretary

<PAGE>

                                  EXHIBIT INDEX

 EXHIBIT           DESCRIPTION
 -------           -----------
   27              Financial Data Schedule