UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 2



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,
2017



OR



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD
FROM ____ TO _______



Commission
File Number: 000-54286



SURNA
INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                                                                 |  | 27-3911608                                                  
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
        or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
        Employer
        Identification
        No.)



|1780
    55thStreet, Suite C, Boulder, Colorado |  | 80301         
|----------------------------------------------- |  | --------------
|(Address
    of principal executive offices)    |  | (Zip
    code)



(303)
993-5271

(Registrant’s
telephone number, including area code)










Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Act:



|Title
    of Each Class Registered            
|----------------------------------------------
|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 issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. Yes [X] No [  ].



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 (§ 229.405 of this chapter) 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. [X]



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,”
“non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act. (Check one):



|Large
    Accelerated Filer                     | [  ]                        | Accelerated
    Filer         | [  ]
|----------------------------------------------- | --------------------------- | ----------------------------- | ----
|Non-accelerated
    Filer                       | [  ]                        | Smaller
    Reporting Company | [X] 
|(Do
    not check if smaller reporting company) | 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. [  ]



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 stock held by non-affiliates of the registrant as of the last business
day of the registrant’s most recently completed second fiscal quarter was approximately $18.0 million based upon a closing
price of $0.1175 reported for such date on the OTCMarkets. Common shares held by each executive officer and director and by each
person who owns 5% or more of the outstanding common shares have been excluded in that such persons may be deemed to be affiliates.



As
of August 27, 2018, the number of outstanding shares of common stock of the registrant was 223,337,236.




















EXPLANATORY
NOTE



Surna
Inc. (the “Company” or “Surna”) is filing this Amendment No. 2 on Form 10-K/A (this “Form 10-K/A”),
which amends and supplements our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with
the Securities and Exchange Commission (the “SEC”) on April 2, 2018, as amended by Amendment No. 1 thereto filed with
the SEC on April 24, 2018 (the “2017 Form 10-K”). The Company is filing this Form 10-K/A to refile the report of its
independent registered public accounting firm on page F-1 with respect to the Company’s consolidated financial statements
as of and for the year ended December 31, 2017 to correct that the audit was conducted in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (the “PCAOB”), not the auditing standards of the PCAOB.
The Company is filing as exhibits to this Form 10-K/A the certifications required under Section 302 of the Sarbanes-Oxley Act
of 2002. Because only the audit report is being re-filed for a statement re-phrasing therein, the Company is not including certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The cover page of this amendment has also been revised to provide the
number of outstanding shares of the Company’s common stock as of August 27, 2018. Except for the amendments described
above, this Form 10-K/A does not modify or update the disclosures in, or exhibits to, the 2017 Form 10-K.











PART
IV



Item
15. Exhibits and Financial Statement Schedules



a.
Documents Filed as Part of this Report



The
following revised Page F-1 to the consolidated financial statements of Surna Inc. is being filed as part of this Annual Report
on Form 10-K.



b.
Exhibits



See
“Exhibit Index” on the page following the revised page F-1 to the consolidated financial statements and the signature
page to this Annual Report on Form 10-K.











Report
of Independent Registered Public Accounting Firm



Board
of Directors and Stockholders

Surna
Inc.

Boulder,
Colorado



Opinion
on the Consolidated Financial Statements



We
have audited the accompanying consolidated balance sheet of Surna Inc. and subsidiary (the “Company”) as of December
31, 2017 and the related consolidated statement of operations, stockholders’ equity, and cash flows for the year then ended,
and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results
of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally
accepted in the United States of America.



The
consolidated financial statements of Surna Inc. as of December 31, 2016, and for the year then ended were audited by other auditors
whose report dated March 31, 2017, expressed an unqualified opinion on those statements.



Emphasis
Paragraph for Going Concern Uncertainty



The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As described in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations that
raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters
are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



Basis
for Opinion



These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance
with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting. Accordingly, we express no such opinion.



Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.



/s/
Anton Collins Mitchell LLP



We
have served as the Company’s auditor since 2017.



Denver,
Colorado

April
2, 2018



F-1







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) 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.



|                           | SURNA
    INC.        
|-------------------------- | ----------------------
|                           | (the
    “Registrant”)
|                           |                       
|Dated:
    August 28, 2018 | By:                   
|                           |                       
|                           |                       
|                           |                       
|                           |                       
|Dated:
    August 28, 2018 | By:                   
|                           |                       
|                           |                       











EXHIBITS



|Exhibit |  |                                                                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description
    of Exhibit                                                                                                                                   
|        |  |                                                                                                                                                              
|23.1*   |  | Consent of Anton Collins Mitchell LLP, Independent Registered Public Accounting Firm, relating to Registration Statement on Form S-8.                        
|        |  |                                                                                                                                                              
|31.1*   |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.       
|        |  |                                                                                                                                                              
|31.2*   |  | Certification of Principal Financial and Accounting, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



*
Filed herewith.