UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): December 15, 2004~~1934

Date of Report (Date of earliest event reported): February 22, 2005

SHERWOOD BRANDS, INC.

(Exact name of registrant as specified in its charter)

North ~~Carolina~~ ~~(State or other jurisdiction of incorporation)~~Carolina

~~1-14091~~ (~~Commission~~State ~~File~~or other ~~Number~~jurisdiction of incorporation)

561-~~1349259 (IRS Employer Identification Number)~~14091

~~1803 Research Boulevard, Suite 201, Rockville, Maryland 20850~~ (~~Address~~Commission ofFile ~~principal executive offices~~Number)

56-1349259

(IRS Employer Identification Number)

1803 Research Boulevard, Suite 201, Rockville, Maryland 20850

(Address of principal executive offices)

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

Not ~~applicable~~ ~~(Former Name or Former Address, if Changed Since Last Report)~~applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 91.01. ~~Financial~~Entry ~~Statements~~into ~~Pro~~a ~~Forma~~Material ~~Financial~~Definitive ~~Information and Exhibits~~Agreement.

~~(a) Financial~~On ~~Statements~~February 16, 2005, the Board of ~~Business~~Directors ~~Acquired~~reduced the salaries of Uziel Frydman, Amir Frydman and Ilana Frydman to $338,000, $306,000 and $120,000 per annum. The reductions become effective at the beginning of their next pay period. The Board of Directors also adopted an incentive plan for the payment of incentive compensation to Uziel Frydman, Amir Frydman, Ilana Frydman and Christopher J. Willi in the amounts of up to $173,000, $153,000, $60,000 and $15,000, respectively, based on the achievement of predetermined levels of net income.

~~Not applicable~~Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

~~(b) Pro~~On ~~Forma~~January ~~Financial~~10, ~~Information~~2005, Messrs. ~~Not~~Amir ~~applicable~~Frydman and Douglas A. Cummins were elected to serve as our President and non-executive Chairman of our Board of Directors, respectively. Mr. Uziel Frydman will continue to serve as our Chief Executive Officer and as a member of the Board of Directors. Messrs. Uziel Frydman and Amir Frydman salaries were not impacted by these decisions. Mr. Douglas A. Cummins will not receive additional compensation for being elected non—executive Chairman of the Board of Directors.

~~(c) Exhibits~~Certain Related Party Transactions.

~~Exhibit~~On July 30, 2003, we ~~99.~~obtained subordinated debt financing from Lana, LLC in the amount of $2,000,000 and during the fiscal year ended July 31, 2004 an additional $1,397,000 —of funding ~~Press~~was ~~Release~~obtained. The members of ~~Sherwood~~Lana, ~~Brands~~LLC include Ilana Frydman. Mrs. Frydman is the wife of our Chief Executive Officer, ~~Inc~~Uziel Frydman, and the mother of our President, Amir Frydman. ~~dated~~The ~~December 15~~subordinated debt bears interest at 16.575% with interest payable annually. The subordinated debt is collateralized by a security interest in our accounts receivable and inventory, ~~2004~~subject to the prior lien of our primary lender, Wachovia Bank, N.A.

~~Item~~Ilana 2Frydman is a non-executive employee of ours.02 For the fiscal year ended July 31, 2004, Mrs. ~~Results~~Frydman ofwas ~~Operations~~paid ~~and~~a ~~Financial~~salary ~~Conditions~~of $162,000.

On December 15, 2004, Sherwood Brands, Inc. (the “Company”) issued a press release announcing the Company’s results for the first quarter ended October 31, 2004. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.2

The information in this Form 8-K and the Exhibit 99.1 attached hereto shall be deemed “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended.SIGNATURES

2Pursuant 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 hereunto duly authorized.

SIGNATURES

	SHERWOOD BRANDS, INC.


Date: February 22, 2005	By:	/s/ Christopher J. Willi
		Christopher J. Willi
		Chief Financial Officer

~~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 hereunto duly authorized.~~3

	SHERWOOD BRANDS, INC.
Date: December 15, 2004	By:	/s/ Christopher J. Willi
		Christopher J. Willi
		Chief Financial Officer

Index to Exhibits

Exhibit No.		Exhibit Title
99.1		Press Release of Sherwood Brands, Inc.–December 15, 2004

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