SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~ WASHINGTON D.C. 20549

FORM 8-K

~~Current Report~~CURRENT REPORT

~~Pursuant~~PURSUANT TO ~~to Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE SECURITIES EXCHANGE ACT OF 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): December 15, 2004

~~Date~~SHERWOOD ~~of Report (date of earliest event reported) May 5~~BRANDS, ~~2003~~INC.

~~Sherwood~~(Exact ~~Brands,~~name ~~Inc.~~of registrant as specified in its charter)

North Carolina (~~Exact~~State ~~Name~~or other jurisdiction of ~~Registrant as Specified in Its Charter~~incorporation)

~~North~~1-14091 (Commission ~~Carolina~~File Number)

56-1349259 (~~State~~IRS orEmployer Identification ~~Other Jurisdiction of Incorporation~~Number)

001-14091		56-1349259
(Commission File Number)		(IRS Employer Identification No.)
1803 Research Blvd. Suite 201 Rockville, MD 20850
(Address of Principal Executive Offices, Including Zip Code)

1803 Research Boulevard, Suite 201, Rockville, Maryland 20850
(Address of principal executive offices)

Registrant’s ~~Telephone~~ ~~Number~~telephone number, ~~Including~~including ~~Area~~area ~~Code~~ code: (301) 309-6161

Not applicable (Former ~~name~~Name or Former ~~former address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

~~Item~~o Written 5.communications ~~Other~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~The~~o Soliciting ~~Company’s~~material ~~common~~pursuant ~~stock~~to ~~purchase~~Rule ~~warrants outstanding~~14a-12 ~~covering~~under ~~775,000~~the ~~shares~~Exchange ofAct ~~common~~(17 ~~stock,~~CFR ~~with an exercise price of $7~~240.~~50 per share, have an expiration date of May 6, 2003. The Company does not expect to extend the warrant expiration date.~~14a-12)

~~Attached~~o Pre-commencement ascommunications ~~Exhibit~~pursuant ~~99.1 and incorporated by reference~~to ~~herein~~Rule is14d-2(b) aunder ~~press release made by~~ the ~~Company~~Exchange onAct ~~May~~(17 5,CFR ~~2003~~240.14d-2(b))

Item 7.		Financial Statements, Pro Forma Financial Information and Exhibits.
	(c)	Exhibits
	The following exhibits are filed as part of this Report on Form 8-K:
	99.1		Press Release dated May 5, 2003

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

2Item 9.01. Financial Statements Pro Forma Financial Information and Exhibits.

~~SIGNATURES~~(a) Financial Statements of Business Acquired.

~~Pursuant to the requirements of the Securities Exchange Act of 1934,~~Not ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~applicable

	SHERWOOD BRANDS, INC.
Dated: May 5, 2003	By:	/s/ Uziel Frydman
	Name: Uziel Frydman
	Its: President and Chief Executive Officer

(b) Pro Forma Financial Information. Not applicable

3(c) Exhibits.

Exhibit 99.1 — Press Release of Sherwood Brands, Inc. dated December 15, 2004

Item 2.02. Results of Operations and Financial Conditions

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.

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

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.

	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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