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================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                    FORM 10-K/A

                                 Amendment No. 1

                                  ANNUAL REPORT
                                   PURSUANT TO
                           SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2002

                         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        (IRS Employer Identification Number)
            Incorporation)

                   1803 Research Blvd., Suite 201
                        Rockville, Maryland              20850
              (Address of Principal Executive Offices) (Zip Code)

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

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:
                      Class A Common Stock, $.01 Par Value

   Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [_]

   Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-K contained in this form, and no disclosure will be contained,
to the best of issuer'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]

   The aggregate market value of the voting and non-voting stock held by
non-affiliates of the Registrant as of October 21, 2002 (computed by reference
to the last reported sale price of the Registrant's Common Stock on the American
Stock Exchange on such date) was $8,144,255.

   The number of shares outstanding of Registrant's Class A Common Stock, $.01
par value per share, as of October 21, 2002 was 2,778,375. Number of shares
outstanding of Registrant's Class B Common Stock, $.01 par value per share was
1,000,000. The Class B Common Stock is not publicly traded.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Certain portions of the Registrant's definitive Proxy Statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, which will be
filed with the Commission subsequent to the date hereof, are incorporated by
reference into Part III of this Form 10-K.

================================================================================

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                              SHERWOOD BRANDS, INC.

                                    FORM 10-K/A

                                Explanatory Note

This Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended
July 31, 2002 ("Original 10-K") reflects the addition of information to Part I.
Other than the aforementioned change, all other information included in the
Original 10-K is unchanged. This Amendment No. 1 does not reflect events
occurring after the filing of the Original 10-K.

                                TABLE OF CONTENTS


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                                     PART I

ITEM 1.  BUSINESS...........................................................   3

ITEM 2.  PROPERTIES.........................................................   9

ITEM 3.  LEGAL PROCEEDINGS..................................................   9

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................   9

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
           FORM 8-K.........................................................  10

SIGNATURES..................................................................  12
</TABLE>


                                        2

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                                     PART I.
Item 1.  Business

General

   Sherwood Brands, Inc. (the "Company") was incorporated in December 1982 in
the state of North Carolina. Sherwood Brands, Inc. is engaged in the
manufacture, marketing and distribution of a diverse line of brand name candies,
cookies, chocolates and gifts. The Company manufactures jelly beans, lollipops,
biscuits and soft and hard candies and assembles seasonal gift items including
gift baskets for Christmas and Easter. The Company's principal branded products
are COWS(TM) butter toffee candies, DEMITASSE(R) biscuits, RUGER(R) wafers,
SMILE POPS(R) lollipops, STRIP-O-POPS(R) lollipops and ELANA(R) Belgian
chocolates. The Company also markets, SOUR FRUIT BURST(TM) fruit-filled hard
candies, as well as holiday specialty products, such as PIRATE'S GOLD COINS(R)
milk chocolates for Christmas and TOKENS OF LOVE(TM) milk chocolates for
Valentine's Day. The Company's marketing strategy, including its packaging of
products, is designed to maximize freshness, taste and visual appeal, and
emphasizes highly distinctive, premium quality products that are sold at prices
that compare favorably to those of competitive products. The Company believes
that all of its operations are part of the confectionery industry and it
currently reports as a single industry segment.

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

   Sherwood Overseas, Inc. (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 of RI, Inc. is a wholly owned subsidiary of Sherwood Brands,
Inc. that was incorporated in September, 1998 in the state of Rhode Island.
Sherwood Brands of RI, Inc. d/b/a E. Rosen Company manufactures hard candies and
jelly beans and assembles and markets gift items and baskets to chains such as
Wal-Mart, Kmart and CVS.

   Sherwood Acquisition Corporation, a wholly-owned subsidiary of the Company,
was incorporated in April, 2002 in the state of Wyoming. On May 1, 2002 Sherwood
Acquisition merged with and into Asher Candy Acquisition Corporation, a Wyoming
corporation. Asher Candy Acquisition Corporation is a manufacturer of candy
canes and other hard candies under the "Asher" name. The surviving corporation
of the merger is Asher Candy Acquisition Corporation, which has changed its name
to Asher Candy, Inc. The Company issued an aggregate of approximately 270,559
shares of its common stock values at $1,675,000 to the shareholders of Asher
Candy Acquisition Corporation in consideration for the transaction, subject to
escrows for indemnification and adjustments based on a final audit, as well as
warrants exercisable for Sherwood Brands common stock valued at $108,000. Asher
Candy generated no revenue from May 1, 2002 through July 31, 2002.

Market Overview

   Sales of candy and cookie products in the United States have increased
significantly in recent years. According to the United States Department of
Commerce, manufacturers' domestic shipments of confectionery products (excluding
chewing gum) have increased from approximately $9 billion in 1990 to $23.8
billion in 2001. The Chocolate Manufacturers Association/National Confectioners
Association has estimated that total retail sales of confectionery products in
the United States in 2001 were approximately $24.0 billion. Despite the growth,
the United States ranks only fifth in per capita candy consumption among the
industrialized nations. Halloween generates the highest volume of sales($2.025
billion in sales), followed by Easter ($1.815 billion), Christmas ($1.500
billion) and Valentines Day ($1.090 billion). The Company believes that the
expanding candy market in the United States presents attractive growth
opportunities for its business, and is focusing on introducing new products in
these holiday categories as well as achieving greater brand recognition and
market penetration for all of the Company's products.

   The markets for candy and cookie products are dominated by a number of large,
well capitalized corporations. In the candy market, these companies include
Hershey Food Corporation, M&M Mars and Nestle S.A. The cookie and biscuit market
is dominated by Nabisco, Inc., Keebler Company and Sunshine Biscuits, Inc. In
addition to domestic manufacturers, foreign candy and cookie companies, such as
Lindt of Switzerland, Bahlsen KG, and Storck, have established their products in
United States. The Company believes that the remainder of the market is highly
fragmented, with numerous manufacturers and hundreds of products and
distribution channels, such as mass merchandisers, drug stores, club stores,
vending companies and gourmet distributors. Management believes that the
Company's experience in these markets and distribution channels, coupled with

                                        3

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its expanded manufacturing capabilities, should enable the Company to capitalize
on growth opportunities in these markets.

Products

  Internationally Manufactured Candy, Cookies and Chocolates

   Following is a description of products that the Company sells, which are
purchased from third-party sources located outside of the United States:

   COWS(TM): COWS is a line of butter toffee candy offering both a soft and
chewy toffee and a dairy butter and cream hard candy. COWS butter toffee candies
are made with real dairy butter and cream and are sold in 7 oz. bags, in tubs,
and in bulk, and are packed in foil fresh packs to preserve freshness and extend
shelf life. COWS butter toffee candies are also packaged as gift items in
decorative tins and milk jars.

   COWPOKES(TM) LOLLIPOPS: COWPOKES are an extension of the COWS line and are
made with a hard dairy butter and cream candy on the outside and a soft, chewy
butter toffee on the inside. Cowpokes are available in 6.4 oz. bags and are also
distributed in 60-count check-out stand display cartons for single-item sales.

   SOUR FRUIT BURST(TM) HARD CANDIES: SOUR FRUIT BURST is a line of fruit-filled
hard candies that are available in a variety of flavors, are sold in 3 oz. and
12 oz. bags, and in a variety of other packages. In 2000, the Company introduced
Fruit Burst Gourmet Jelly Beans.

   RUGER(R) WAFERS: RUGER wafers is a line of wafer cookie, including sugar free
varieties, available in four flavors: chocolate, vanilla, lemon and coffee. The
RUGER wafer cookie formula, designed by the Company, utilizes an aeration
process which gives RUGER wafers its very light and delicate filling. RUGER
wafers are distributed in a mylar packaging material that resists sunlight and
humidity and is designed to preserve freshness and extend shelf life.

   ELANA(R) BELGIAN CHOCOLATES: ELANA Belgian chocolate bars are sold in a
variety of flavors, including mint, caramel, mocca, truffle, crispers, and
almonds.

   COUNTDOWN TO CHRISTMAS(TM) CHOCOLATE CALENDARS: COUNTDOWN TO CHRISTMAS
chocolate calendars are advent calendars made with 24 milk-chocolate candies
behind numbered doors. The calendar is marketed domestically for the Christmas
holiday season.

   PIRATE'S GOLD COINS(TM) FOIL-WRAPPED CHOCOLATE COINS:  PIRATE'S GOLD COINS
is a milk chocolate candy product designed in coin shapes and wrapped in
embossed gold foil. They are offered in two sizes of mesh bags, 2lb. 10oz. tubs
and in bulk, and are marketed primarily for the Christmas holiday season.

   TOKENS OF LOVE(TM) CHOCOLATE CANDIES: TOKENS OF LOVE is a line of milk
chocolate candy product in token shapes, wrapped in foil with expressions of
love and friendship. They are offered in two sizes of mesh bags and in bulk, and
are marketed primarily for Valentine's Day.

   ZED GUM: On July 9, 2001 the Company entered into its first distribution
agreement for a non-company brand name product. Under the agreement, the Company
is the exclusive distributor of Zed Gum in the United States. As the distributor
of Zed Gum, the Company has the opportunity to increase its presence in the kids
novelty and everyday gum market. The Company and the manufacturer of Zed Gum
plan to develop products specifically for the United States including products
designed and trademarked by the Company under the ZED name. The product line
meets the Company's requirements for high quality, exceptional package design
and value. Since the Company began marketing the product to its customers in
2001, orders for the product have steadily increased.

  Domestically Manufactured Candies and Biscuits

  Following is a description of products the Company manufactures:

   STRIP O POPS(TM) LOLLIPOPS: STRIP O POPS(TM) are a line of hard candy
lollipops merchandised in hanging strips. They are available in a variety of
flavors and are designed for the holiday season as well as year round sales.

                                        4

<PAGE>

   SMILE POPS(TM) LOLLIPOPS: SMILE POPS(TM) are a line of candy iced lollipops
individually wrapped and sold in tubs, poly bags or in hanging strips. Each pop
is decorated with a smiling face.

   GUMMI SKULLS(TM) JELLY PRODUCTS: GUMMI SKULLS(TM) are a line of soft candies
shaped as a human skull and available in an assortment of flavors such as mint,
orange and spice.

   TONGUE TATTOO(TM) LOLLIPOPS: TONGUE TATTOO lollipops are a line of hard candy
lollipops embossed with candy icing images. The iced image transfers when
pressed on the tongue creating a tongue tattoo.

   COWSCARAMELS(TM): COWSCARAMELS is a line of caramel candy. Flavored fillings
include vanilla, cappuccino and butter and cream. The candies are offered in
both a soft and chewy toffee and as a dairy butter and cream hard candy. The
COWSCARAMEL production line is certified kosher by the Orthodox Union.

   DEMITASSE(TM) BISCUITS: DEMITASSE is a line of tea biscuits offered in a
variety of flavors including the traditional tea biscuit, "Petit Beurre" (with
real butter), cinnamon honey, coconut and chocolate. The DEMITASSE biscuit line
is certified kosher by the Orthodox Union.

   JELLIES: The Company manufactures pan cast soft jelly candy know as "jelly
beans" or "jelly eggs". They are available in a variety of flavors, colors and
sizes. Jelly candy may be packaged for individual sale or may be incorporated
into one of the Company's seasonal gift basket offerings, such as those prepared
for Easter sales.

   CANDY CANES: The Company manufactures a variety of packages, sizes, color and
flavors, ranging from traditional peppermint canes to high-end gourmet lines. In
addition, the Company manufactures premium flavor candy canes which include
amaretto, merlot, Irish creme, Dutch chocolate, maraschino cherry and blueberry
cheesecake.

   Assembled Holiday Gift Items and Gift Baskets

   The Company assembles a variety of custom made gift sets and gift baskets.
The gift sets and gift baskets are typically designed for a particular holiday
such as Christmas, Valentine's Day or Easter. The gift sets and gift baskets may
contain gourmet food products, candy, novelty items or seasonal merchandise. A
significant portion of the contents of the gift sets and gift baskets are
assembled from components imported from China.

Suppliers

   Some of the Company's products are manufactured by third party sources to
specific recipe and design specifications developed by the Company. These
third party sources are located in Argentina, Austria, Belgium, Holland,
Germany, Italy, and Ireland. The Company's operations require it to have
production orders in place in advance of shipment to the Company's warehouses
(product deliveries typically take 60 days). Generally, the Company's foreign
suppliers deliver finished products free on board to a freight forwarder, cargo
consolidator or directly to a seaport for ocean transport. The Company assumes
the risk of loss, damage or destruction of products, although the Company
maintains cargo insurance. Upon entry into the United States, the products are
then transported by rail or truck to one of the six regional warehouses used by
the Company.

   The Company has long-term relationships with the manufacturers of ELANA(R)
Belgian chocolates, RUGER Wafers, and PIRATE'S GOLD COINS(TM) milk chocolates.
Generally, these manufacturers have agreed not to export into the United States,
and in certain cases, other countries, any products similar to those produced
for the Company. The Company has no formal written agreements with its
manufacturers and has no formal commitment to purchase minimum volumes of
products. However, on an annual basis the Company and the manufacturer will
agree upon volumes and prices and establish a delivery schedule based upon the
Company's forecast.

   On July 9, 2001, the Company entered into its first distribution agreement
for a non-company brand name product, Zed Gum. The agreement is for an
indefinite term and terminates only upon a material breach by either party or
upon the mutual consent of both parties. Under the terms of the Company's
agreement with the manufacturer of ZED gum, there was no minimum purchase
requirement during the first year. Commencing July 2002, the minimum purchase
requirement became 1,000,000 Euros.

   The Company requires that its suppliers maintain product liability insurance
with the Company as an additional named insured. The loss of any one supplier
would not have a material adverse effect on the Company's business.

                                        5

<PAGE>

   The Company purchases the necessary ingredients and packaging materials,
which are used in its products, manufactured at its Pawtucket, RI facility, New
Hyde Park, NY facility and Chase City, VA production facilities from numerous
third-party suppliers. These ingredients and packaging materials include flour,
sugar, shortening, flavorings, butter, folding cartons, shipping cartons and
wrapping film. The purchases are made on an open account basis with competitive
payment terms.

   Most of the components used in the Company's line of holiday gift sets and
gift baskets are assembled at its Central Falls, RI facility and are purchased
from manufacturers located in Asia, principally China. In addition, the Company
purchases some components from domestic sources on an open account basis.

Customers

   The Company sells its products primarily to mass merchandisers, other retail
customers, grocery and drug store chains, club stores, convenience stores,
specialty shops and wholesalers. The Company's mass merchandise customers
include Family Dollar, Target, Dollar General, K-Mart and Wal-Mart. For the year
ended July 31, 2002, Sam's Club and Wal-Mart accounted for 29% and 14% of the
Company's total net sales respectively. For the year ended July 31, 2001, Sam's
Club and Wal-Mart accounted for 27% and 14% of the Company's total net sales.
For the year ended July 31, 2000 Wal-Mart comprised 15% of the Company's total
net sales. The loss of either Sam's Club or Wal-Mart as a customer would result
in a significant decrease in the Company's revenues and profits.

   Vending companies are the Company's second largest customer category. ELANA
Belgian chocolates, RUGER wafers, COWS butter toffee candies and SOUR FRUIT
BURST candies are available in vending machines as well as through traditional
outlets. The Company believes that the visibility of its products in vending
channels enhances market acceptance and consumer appeal of the Company's
products in other distribution channels.

   The Company also sells its products to numerous gourmet distributors
throughout the United States. These distributors in turn sell the Company's
products to a wide base of gourmet stores. The Company believes that it has been
able to penetrate this customer segment because of its ability to satisfy
consumer demand for premium quality products at prices that are attractive to
these distributors.

Distribution Channels

   The Company distributes its products throughout the United States, Puerto
Rico and Canada. Net sales of the Company's products in the Canadian market
accounted for less than 1% of the Company's total net sales fiscal 2002.

   The Company engages independent food and candy brokers in various regions
throughout the United States for marketing to retail stores. These brokers
account for a majority of the Company's sales. Food and candy brokers are paid
on a commission basis (typically 5% of sales generated by them) and are
generally responsible in their respective geographic markets for identifying
customers, soliciting orders and inspecting merchandise on store shelves. As of
July 31, 2002, the Company had arrangements with approximately 65 food and candy
broker organizations. These arrangements typically prohibit the brokers from
selling competing products during the term of their engagement with the Company.
The Company believes that the use of brokers, enhances the quality and scope of
the Company's sales operations. In addition, the use of brokers permits the
Company to limit the costs associated with creating and maintaining a direct
distribution network. The Company's executive officers and six regional sales
managers work with the brokers on an individual basis and are responsible for
managing the broker network, identifying opportunities and developing sales in
their respective territories.

   The Company uses six regional bonded public warehouses that specialize in
food and confectionery storage. These warehouses are selected based on proximity
to the Company's customers, their ability to provide prompt customer service and
their efficient and economic delivery. Generally, the Company sells its products
pursuant to customer purchase orders and fills these orders from inventory
within one to two days of receipt.

   Because these purchase orders are filled shortly after receipt, backlog is
not material to the Company's business. Substantially all of the Company's
products are delivered by common carrier.

                                        6

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Manufacturing and Assembly Facilities

   The Company has two manufacturing facilities and three assembly facilities.

   The Company currently manufactures hard candy, soft candy, jellies, Demitasse
biscuits and COWSCARAMEL Caramel candies at its Chase City, VA facility. The
Chase City facility consists of a brick building with over 100,000 square feet
(including a 1,750 square foot office) situated on approximately ten acres in
Southern Virginia. The facility recently had approximately 25,000 square feet
added to accommodate the consolidation of the Company's Pawtucket, RI facility
which was closed in May 2002. The facility is equipped with state-of-the-art
equipment for the manufacture and packaging of cookie and candy products and
employs approximately 240 skilled and unskilled workers. The facility is
certified kosher by the Orthodox Union. The Company also has a 73,000 square
foot packaging and storage facility located on approximately 15 acres in
Keysville, VA. Both the Chase City and Keysville facilities have access to a
supply of both skilled and unskilled labor. In addition, the Southern Virginia
area in which the two plants are located, is readily accessible to common
carriers, rail lines and a major seaport (Newport News).

   The Company leases approximately 411,000 square feet of improved real estate
in Pawtucket and Central Falls, RI at which it assembles holiday gift items,
stores inventory (397,000 square feet) and provides office space (14,000 square
feet). Both Rhode Island facilities have access to both skilled and unskilled
labor, and are readily accessible to common carriers, rail lines and a major
seaport (Boston).

   The Company leases approximately 30,000 square feet of improved real estate
in New Hyde Park, NY. The property is used for manufacturing candy canes. The
location has access to both skilled and unskilled labor, and is readily
accessible to common carriers and a major seaport (New York).

   In May 2000, the Company entered into a capital lease agreement with the New
Bedford Redevelopment Authority to lease a 430,000 square foot building in New
Bedford, MA. The facility is used for assembly and storage of components. Under
the terms of the lease the Company made an initial payment of $400,000 and paid
rent of $25,000 per annum for years one and two and is committed to pay
$41,666.66 per annum for years three through twenty. The Company has an option
to purchase the building at any time during the lease term for $1,200,000 minus
any amounts of rental payments made.

   The Company's Vice President--Manufacturing Operations is responsible for the
operations at the Virginia, New York and Rhode Island facilities. The Company
currently employs technical and production personnel who have working knowledge
of the technical and operational aspects of the Company's production equipment.
The Company also employs personnel to conduct quality control testing at the
facilities through on-site laboratory analysis and quality assurance
inspections. The inspectors evaluate the Company's products on the basis of
subjective factors such as taste and appearance. The Company monitors the
efficiency of the production equipment continuously and its facilities are
climate controlled where required.

Marketing, Sales and Advertising

   The Company believes that product recognition by retail and wholesale
customers, consumers and food brokers is an important factor in the marketing of
its products. Accordingly, the Company promotes its products and brand names
through the use of attractive promotional materials, including full-color
product brochures and newspaper inserts, advertising in trade magazines targeted
to the mass merchandisers, vending industry, gourmet trade and gift basket
markets, and participation in trade shows. For the year ended July 31, 2002, the
Company spent approximately $1,127,000 on advertising and product promotion and
for the years ended July 31, 2001 and 2000 the Company spent approximately
$980,000 and $716,000, respectively.

   The Company also promotes its products through sales discounts and
advertising allowances. Promotional programs are generally used most during the
initial introduction of a product. As distribution of the new product increases,
the Company gradually shifts from promotion to direct advertising in order to
reinforce trade and consumer repeat purchasing. Management believes that these
promotional programs have shortened the time periods necessary to achieve market
penetration of its products. The Company intends to continue to develop and
implement marketing and advertising programs to increase brand recognition of
its products and to emphasize favorable pricing compared to competing products.

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Competition

   The Company faces significant competition in the marketing and sale of its
products. The Company's products compete for consumer recognition and shelf
space with candies, cakes, cookies, chocolates and other food products which
have achieved international, national, regional and local brand recognition and
consumer loyalty. These products are marketed by companies (which may include
the Company's suppliers) with significantly greater financial, manufacturing,
marketing, distribution, personnel and other resources than the Company. Certain
of these competitors, such as Hershey Food Corporation, M&M Mars, Inc., Nestle,
S.A., Nabisco, Inc., Keebler Company and Sunshine Biscuits, Inc., dominate the
markets for candy and cookie products, and have substantial promotional budgets
which enable them to implement extensive advertising campaigns. The food
industry is characterized by frequent introductions of new products, accompanied
by substantial promotional campaigns. Competitive factors in these markets
include brand identity, product quality, taste and price. The Company's major
competitors for holiday gift items and gift baskets are Houston Harvest Co.,
Smith Enterprises, Inc. and Wonder Treats. The Company's major competitors for
Candy Canes are Bob's Candies, Inc, Spangler Candy Company, Allan Candy Company.

Trademarks

   The Company holds United States trademark registrations for the "ELANA,"
"RUGER", "TONGUE TATTOO", "STRIP-O-POP", "SMILE POPS" and "demitasse" names, and
has filed trademark registrations for certain other names, including "COWS," and
uses other names for which it has not applied for registration. The Company
believes that its rights to these names are a significant part of the Company's
business and that its ability to create demand for its products is dependent to
a large extent on its ability to exploit these trademarks. The Company's failure
to protect its trademarks and other intellectual property rights could
negatively impact the value of its brand names. The Company is currently
involved in a legal proceeding involving intellectual property rights. The
Company is not aware of any other infringement claims or other challenges to the
Company's rights to use these marks. The Company is applying for the
international registration of all its trademarks.

Government Regulation

   The Company is subject to extensive regulation by the United States Food and
Drug Administration, the United States Department of Agriculture and by other
state and local authorities in jurisdictions in which the Company's products are
manufactured or sold. Among other things, such regulations govern the importing,
manufacturing, packaging, storing, distribution and labeling of the Company's
products, as well as sanitary conditions and public health and safety.
Applicable statutes and regulations governing the Company's products include
"standards of identity" for the content of specific types of products,
nutritional labeling and serving size requirements and general "Good
Manufacturing Practices" with respect to manufacturing processes. The Company's
manufacturing facilities and manufactured products are subject to periodic
inspection by federal, state and local authorities. The Company believes that it
is in compliance with all governmental laws and regulations and maintains all
permits and licenses required for its operations.

Insurance

   The Company maintains product liability insurance with limits of $2,000,000
in the aggregate and $1,000,000 per occurrence (with excess coverage of
$10,000,000), which it believes is adequate for the types of products currently
offered by the Company.

Employees

   As of October 16, 2002, the Company had approximately 318 full-time employees
and approximately 700 part-time or seasonal employees. Of the Company's
full-time workforce, 21 are located at the Company's principal office in
Rockville, MD. The Company has approximately 240 full and part-time employees in
Virginia and approximately 557 full, part-time and seasonal employees in Rhode
Island and Massachusetts and 200 full, part-time and seasonal employees in its
New Hyde Park, NY facility. Management believes that the Company's relationship
with its employees is good. The employees at the Asher Candy facility are the
Company's only employees represented by labor unions under a collective
bargaining agreement.

                                        8

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Item 2.  Properties

   The following table sets forth, with respect to properties leased and owned
by the Company at July 31, 2002, the location of the property, the size of the
property, the annual rent and the year in which the lease expires, if
applicable, and the business use which the Company makes of such facilities:

<TABLE>
<CAPTION>
                                Approximate
                           ---------------------
                             Square      Annual       Expiration
Address                       Feet        Rent         of Lease              Business Use
-------                    ----------  ---------   ----------------  ----------------------------
<S>                        <C>         <C>         <C>               <C>
Leased Properties:
1803 Research Boulevard         5,500  $ 125,000   January 31, 2009  Executive and General Office
Rockville, MD 20850
1005 Main Street..........     14,000  $ 100,893       October 2004  General Office
Pawtucket, RI 02860
280 Rand Street...........    397,000  $ 384,667       October 2004  Assembly facility, Storage
Central Falls, RI 02863                                              And Distribution facilities
1815 Gilford Avenue            30,000  $ 271,296         March 2004  Manufacturing Plant
New Hyde Park, NY
27 Healy Street...........    430,000  $  25,000          June 2020  Assembly facility, Storage
New Bedford, MA 02745                    (Yr 1-2)                    And Distribution
                                       $  41,667
                                        (Yr 3-20)
Owned Properties:
807 South Main Street.....    100,000                                Manufacturing Plant
Chase City, VA 23924
350 Sherwood Drive........     73,000                                Assembly/Manufacturing Plant
Keysville, VA 23947
</TABLE>

   The Company believes that its existing facilities are well maintained and in
good operating condition.

Item 3.  Legal Proceedings

   The Company is from time to time involved in litigation incidental to the
conduct of its business. The Company is currently involved in several legal
proceedings involving intellectual property rights, collection of receivables,
and other matters. The Company does not believe that the outcome of these
matters would materially affect the Company's operations. There can be no
assurance that the Company will not be a party to other litigation in the
future.

Item 4.  Submission of Matters to a Vote of Security Holders

   No matters were submitted to a vote of security holders during the quarter
ended July 31, 2002.

                                        9

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                                    PART IV.

Item 14.  Exhibits, Financial Statements and Reports on Form 8-K




     (c) Exhibits

Number                                              Description
------                                              -----------
 3.1   Articles of Incorporation, as amended, of the Registrant. (1)

 3.2   Bylaws, as amended, of the Registrant.(1)

 4.1   Form of Registrant's Class A Common Stock Certificate.(2)

 4.2   Form of Underwriter's Warrant Agreement, including Form of Warrant
        Certificate.(2)

 4.3   Form of Public Warrant Agreement among the Registrant, Paragon Capital
        Corporation, as Underwriter and Continental Stock Transfer & Trust
        Company, as Warrant Agent.(2)

 4.4   Form of Registrant's Public Warrant Certificate.(2)

10.1   Amended and Restated Reimbursement Agreement between Central Fidelity
        National Bank and the Registrant, dated as of May 1, 1997.(1)

10.2   Loan Agreement between Industrial Development Authority of Mecklenburg
        County, Virginia and the Registrant, dated as of May 1, 1997.(1)

10.3   Irrevocable Letter of Credit dated May 15, 1997 issued on behalf of the
        Registrant to the Trustee for the holders of Industrial Revenue Bonds
        (Series 1997) issued by the Industrial Development Authority of
        Mecklenburg County, Virginia.(1)

10.4   Amended and Restated Credit Line Deed of Trust and Security Agreement,
        among the Registrant and Trustees, for the benefit of Central Fidelity
        National Bank dated May 1, 1997.(1)

10.5   Pledge and Security Agreement between the Registrant and Central Fidelity
        National Bank, dated as of May 1, 1997.(1)

10.6   Guaranty between Uziel Frydman, the Registrant and Central Fidelity
        National Bank, dated as of May 1, 1997.(1)

10.7   Loan Agreement between Industrial Development Authority of Mecklenburg
        County, Virginia and the Registrant, dated as of June 1, 1996.(1)

10.8   Irrevocable Letter of Credit dated June 20, 1996 issued on behalf of the
        Registrant to the Trustee for the holders of Industrial Revenue Bonds
        (Series 1996) issued by the Industrial Development Authority of
        Mecklenburg County, Virginia.(1)

10.9   Pledge and Security Agreement between the Registrant and Central Fidelity
        National Bank, dated as of June 1, 1996.(1)

                                       10

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Number                                              Description
------                                              -----------
10.10   Company Loan Agreement between the Industrial Development Authority of
          Mecklenburg County, Virginia Loan Agreement through the Virginia Small
          Business Financing Administration and the Registrant, dated as of June
          20, 1996.(1)

10.11    Revolving Loan Fund Agreement between the Registrant and Lake Country
          Development Corporation, $250,000 Promissory Note to Lake Country
          Development Corporation, Guaranty of Note by the Registrant and Uziel
          Frydman, and Deed of Trust between the Registrant and Trustee for Lake
          Country Development Corporation, all dated May 15, 1996.(1)

10.12    Loan Agreement, Promissory Note, and Security Agreement between the
          Registrant and First Union National Bank, all dated November 29, 1996,
          and Guaranty between Uziel Frydman and First Union, dated November 29,
          1996.(1)

10.13   Promissory Note issued to Ilana Frydman by the Registrant, dated August
         28, 1991.(1)

10.14   Lease, as amended, for the Registrant's Rockville offices, executed
         November 30, 1992.(1)

10.15   1998 Stock Option Plan.(2)

10.16   Employment Agreement between Registrant and Uziel Frydman, dated May 6,
         1998.(2)

10.17   Form of Employment Agreement between Registrant and Anat Schwartz, dated
         May 6, 1998.(2)

10.18   Form of Employment Agreement between Registrant and Amir Frydman, dated
         May 6, 1998.(2)

10.19   Receiver's Bill of Sale by Allen M. Shine, as receiver of E. Rosen
         Company, dated September 24, 1998.(3)

10.20   Loan and Security Agreement between the Registrant and First Union
         National Bank, dated June 12, 2001.(4)

10.21   First Amendment to Loan and Security Agreement between the Registrant
         and Wachovia Bank, National Association, dated April 30, 2001.(5)

10.22   First Amendment to Employment Agreement between the Registrant and Uziel
         Frydman, dated August 1, 2001.(6)

10.23   First Amendment to Employment Agreement between the Registrant and Amir
         Frydman, dated August 1, 2001.(6)

10.24   First Amendment to Employment Agreement between the Registrant and Anat
         Schwartz, dated August 1, 2001.(6)

21.1    Subsidiaries of the Registrant.(5)

23.1    Consent of BDO, LLP(5)

99.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.(filed herewith)

99.2    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.(filed herewith)

--------
(1)     Incorporated herein by reference to the Company's Registration Statement
    on Form SB-2, dated as of January 21, 1998 (Registration No. 333-44655)

(2) Incorporated herein by reference to Amendment No. 2 to the Company's
    Registration Statement on Form SB-2, dated as of May 4, 1998 (Registration
    No. 333-44655)

(3) Incorporated herein by reference to the Company's Current Report on Form
    8-K, dated as of October 9, 1998.

(4) Incorporated herein by reference to the Registrant's Amendment No.1 to the
Registration  Statement on Form 3-3/A, dated as of September 2002 (registration
No. 333-92012).


(5) Incorporated herein by reference to the Company's Annual Report on Form
    10-K, filed with the Securities and Exchange Commission on October 29, 2002

(6) Incorporated herein by reference to the Company's Definitive Proxy
    Statement, filed with the Securities and Exchange Commission on November 21,
    2002


                                       11

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                                  SIGNATURES


   Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amended Report to be
signed on its behalf by the undersigned, thereunto duly authorized on the date
indicated.

Date: December 19, 2002


                                            SHERWOOD BRANDS, INC.

                                            By:      /s/  UZIEL FRYDMAN
                                                ------------------------------
                                                        Uziel Frydman
                                                President and Chief Executive
                                                           Officer

                                            By:       /s/  AMIR FRYDMAN
                                                ------------------------------
                                                        Amir Frydman
                                                  Executive Vice President,
                                                   Treasurer and Director

                                            By:       /s/  CHRISTOPHER J. WILLI
                                                -------------------------------
                                                        Christopher J. Willi
                                                  Chief Financial Officer,
                                                  Secretary

                                             By:       /s/  DOUGLAS A. CUMMINS
                                                ------------------------------
                                                         Douglas A. Cummins
                                                  Director

                                            By:       /s/  JEAN CLARY
                                                ------------------------------
                                                        Jean Clary
                                                  Director

                                            By:       /s/  GUY BLYNN
                                                ------------------------------
                                                        Guy Blynn
                                                  Director

                                       12

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                        CERTIFICATE PURSUANT TO 18 U.S.C.
                                  SECTION 1350
                      AS ADOPTED PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT of 2002

I, Uziel Frydman, Chairman of the Board, President and Chief Executive Officer
of Sherwood Brands, Inc. (Sherwood), certify that:


     I have reviewed this annual report on Form 10-K/A of Sherwood;


     Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report; and

     Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     Sherwood as of, and for, the periods presented in this annual report.

Date: December 19, 2002


                                                     /s/  UZIEL FRYDMAN
                                                  -----------------------------
                                                          Uziel Frydman
                                                  President and Chief Executive
                                                     Officer

I, Christopher J. Willi, Chief Financial Officer of Sherwood Brands, Inc.
(Sherwood), certify that:

     I have reviewed this annual report on Form 10-K/A of Sherwood;


     Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report; and

     Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     Sherwood as of, and for, the periods presented in this annual report.


Date: December 19, 2002


                                              By:      /s/  CHRISTOPHER J. WILLI
                                                 -------------------------------
                                                        Christopher J. Willi
                                                  Chief Financial Officer,
                                                   Secretary

                                       13

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                                 Exhibit Index

Exhibit No.  Description
----------   -----------

99.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.

99.2    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.