8-K/A

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

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 1, 2012
Date of Report (Date of earliest event reported)

S&W SEED COMPANY
(Exact Name of Company as Specified in Its Charter)

 

Nevada	001-34719	27-1275784
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

25552 South Butte Avenue
Five Points, CA    93624
(Address of Principal Executive Offices Including Zip Code)

(559) 884-2535
(Company's Telephone Number, Including Area Code)

       Not 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 9.01.    Financial Statements and Exhibits

On October 2, 2012, S&W Seed Company, a Nevada corporation ("S&W Seed"), filed a Current Report on Form 8-K (the "Form 8-K") to report under Item 2.01 thereof the consummation on October 1, 2012 of the transactions contemplated by that certain Asset Acquisition Agreement by and among S&W Seed, Imperial Valley Seeds, Inc., a California corporation ("IVS"), Glen Bornt, Fred Fabre and the Bornt Family Trust, a trust organized under the laws of California (the "Asset Purchase Agreement"). Pursuant to the Asset Purchase Agreement, S&W acquired substantially all of the assets, properties and business of IVS.

This Amendment No. 1 on Form 8-K/A amends and supplements the Form 8-K to provide the required historical audited financial statements, historical unaudited interim financial statements and pro forma financial information that were not filed with the Form 8-K and that are permitted to be filed by this amendment.

(a) Financial Statements of Business Acquired.

The (i) audited financial statements of Imperial Valley Seeds, Inc. including the audited balance sheets of IVS at December 31, 2011 and 2010 and the audited statements of operations, stockholders equity and cash flows for IVS for each of the two years ended December 31, 2011, the notes related thereto and the report of M&K CPAS, PLLC, independent registered public accounting firm, and (ii) the unaudited interim financial statements of Imperial Valley Seeds, Inc., including the unaudited balance sheet of IVS at September 30, 2012 and the unaudited statements of operations, stockholders equity and cash flows for IVS for each of the nine month periods ended September 30, 2012 and 2011 and the notes related thereto, are collectively filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by this reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial information of S&W Seed Company and Imperial Valley Seeds, Inc., including a pro forma balance sheet at September 30, 2012 and pro forma statements of operations for the fiscal year ended June 30, 2012 and the three months ended September 30, 2012, giving effect to S&W Seed's acquisition of IVS's assets, is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by this reference.

(d) Exhibits

Exhibit	Description
23.1	Consent of M&K CPAS, PLLC, Independent Registered Public Accounting Firm for Imperial Valley Seeds, Inc.
99.1	Audited financial statements of Imperial Valley Seeds, Inc. as of and for the years ended December 31, 2011 and 2010; and unaudited interim financial statements of Imperial Valley Seeds, Inc. as of and for the nine months ended September 30, 2012 and 2011.
99.2	Unaudited pro forma combined financial information.

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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.

S&W SEED COMPANY

By:   /s/ Matthew K. Szot

       Matthew K. Szot

       Senior Vice President and Chief Financial Officer

Date: November 27, 2012

3

EXHIBIT INDEX

Number	Description
23.1	Consent of M&K CPAS, PLLC, Independent Registered Public Accounting Firm for Imperial Valley Seeds, Inc.
99.1	Audited financial statements of Imperial Valley Seeds, Inc. as of and for the years ended December 31, 2011 and 2010; and unaudited interim financial statements of Imperial Valley Seeds, Inc. as of and for the nine months ended September 30, 2012 and 2011.
99.2	Unaudited pro forma combined financial information.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in (i) the Registration Statement of S&W Seed Company (the "Registrant") on Form S-1 as amended under cover of Form S-3 (File No. 333-164588) declared effective on February 8, 2012, (ii) the Registrant's Registration Statement on Form S-3 (No. 333-178481 declared effective on February 8, 2012; and (iii) the Registrant's Registration Statement on Form S-8 pertaining to the 2009 Incentive Stock Plan of S&W Seed Company (No. 333-169742), of our report dated November 14, 2012 relating to our audits of the financial statements of Imperial Valley Seeds, Inc. as of and for the years ended December 31, 2011 and 2010 that appear in this Current Report on Form 8-K/A.

/s/ M&K CPAS, PLLC

www.mkacpas.com
Houston, Texas
November 27, 2012

EX-99.1

EXHIBIT 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of Imperial Valley Seeds, Inc.
Holtville, California

We have audited the accompanying balance sheets of Imperial Valley Seeds, Inc. (the "Company") as of December 31, 2011 and 2010 and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Imperial Valley Seeds, Inc. as of December 31, 2011 and 2010 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ M&K CPAS, PLLC

www.mkacpas.com
Houston, Texas
November 14, 2012

IMPERIAL VALLEY SEEDS, INC.
BALANCE SHEETS

		December 31,		December 31,		September 30,
		2010		2011		2012
ASSETS						(unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	735,262	$	184,807	$	123,978
Accounts receivable, net		1,801,716		6,158,903		3,320,955
Inventories		29,585		-		-
Prepaid expenses		-		-		5,823
TOTAL CURRENT ASSETS		2,566,563		6,343,710		3,450,756
TOTAL ASSETS	$	2,566,563	$	6,343,710	$	3,450,756
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	87,642	$	20,923	$	90,187
Dividends payable		450,000		-		-
Accounts payable - related party		1,764,352		4,530,841		733,276
Deferred revenue		196,689		50,715		91,818
Income tax payable		2,309		23,102		-
TOTAL CURRENT LIABILITIES		2,500,992		4,625,581		915,281
TOTAL LIABILITIES		2,500,992		4,625,581		915,281
STOCKHOLDERS' EQUITY
Common stock, no par value; 10,000 shares authorized;
1,000 issued and outstanding		10,000		10,000		10,000
Retained earnings		55,571		1,708,129		2,525,475
TOTAL STOCKHOLDERS' EQUITY		65,571		1,718,129		2,535,475
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,566,563	$	6,343,710	$	3,450,756

See accompanying notes to financial statements

IMPERIAL VALLEY SEEDS, INC.
STATEMENTS OF OPERATIONS

						Nine Months Ended
		Years Ended December 31,				September 30,
		2010		2011		2011		2012
						(unaudited)
Revenue	$	6,374,276	$	16,326,505	$	8,868,856	$	7,869,961
Cost of revenue		5,824,633		14,312,672		7,754,299		6,764,008
Gross profit		549,643		2,013,833		1,114,557		1,105,953
Operating expenses
Selling, general and administrative expenses		249,291		335,133		231,063		276,099
Total operating expenses		249,291		335,133		231,063		276,099
Income from operations		300,352		1,678,700		883,494		829,854
Net income before income tax expense		300,352		1,678,700		883,494		829,854
Income tax expense		3,029		26,142		4,359		12,508
Net income	$	297,323	$	1,652,558	$	879,135	$	817,346

See accompanying notes to financial statements

IMPERIAL VALLEY SEEDS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

		Common		Retained		Total Stockholders'
		Stock		Earnings		Equity
Balance, December 31, 2009	$	10,000	$	308,248	$	318,248
Distributions paid to stockholders		-		(100,000)		(100,000)
Distributions declared to stockholders		-		(450,000)		(450,000)
Net income for year ended December 31, 2010		-		297,323		297,323
Balance, December 31, 2010		10,000		55,571		65,571
Net income for year ended December 31, 2011		-		1,652,558		1,652,558
Balance, December 31, 2011		10,000		1,708,129		1,718,129
Net income for nine months ending September 30, 2012		-		817,346		817,346
Balance, September 30, 2012 (unaudited)	$	10,000	$	2,525,475	$	2,535,475

See accompanying notes to financial statements

IMPERIAL VALLEY SEEDS, INC.
STATEMENTS OF CASH FLOWS

		Years Ended				Nine Months Ended
		December 31,				September 30,
		2010		2011		2011		2012
CASH FLOWS FROM OPERATING ACTIVITIES						(unaudited)
Net income	$	297,323	$	1,652,558	$	879,135	$	817,346
Adjustments to reconcile net income from operating activities to net
cash provided by (used in) operating activities
Changes in:
Accounts receivable		(569,046)		(4,357,187)		(1,670,899)		2,837,948
Inventories		42,924		29,585		(173,975)		-
Prepaid expenses		7,260		-		-		(5,823)
Accounts payable		13,112		(66,719)		(59,717)		69,264
Accounts payable - related party		837,598		2,766,489		926,362		(3,797,565)
Deferred revenue		196,689		(145,974)		(150,948)		41,103
Income tax payable		2,309		20,793		-		(23,102)
Net cash provided by (used in) operating activities		828,169		(100,455)		(250,042)		(60,829)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to stockholders		(100,000)		(450,000)		(450,000)		-
Net cash used in financing activities		(100,000)		(450,000)		(450,000)		-
NET INCREASE OR (DECREASE) IN CASH		728,169		(550,455)		(700,042)		(60,829)
CASH AND CASH EQUIVALENTS, beginning of the period		7,093		735,262		735,262		184,807
CASH AND CASH EQUIVALENTS, end of period	$	735,262	$	184,807	$	35,220	$	123,978
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Dividends declared but not yet paid	$	450,000	$	-	$	-	$	-

See accompanying notes to financial statements

IMPERIAL VALLEY SEEDS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2011

(Information for the nine months ended September 30, 2011 and 2012 is unaudited)

NOTE 1 - BACKGROUND AND ORGANIZATION

Organization

Imperial Valley Seeds, Inc. ("IV Seeds" or "the Company") was incorporated in California on July 8, 1999. Imperial Valley Seeds, Inc. is a marketer of non-dormant alfalfa seed varieties to international markets, principally the Middle East, North Africa and Latin America.

Business Overview

Since its establishment, the Company has been principally engaged in selling agricultural commodities, including alfalfa seed, and to a lesser extent, Sudan grass. The Company's products are primarily sourced from Imperial Valley Milling ("IV Milling") located in the Imperial Valley of California. The Company sells a wide range of proprietary and non-proprietary, certified and uncertified, coated and uncoated alfalfa seed into a number of countries. These countries include Saudi Arabia, Argentina, Bolivia, Sudan, Ecuador, Egypt, Italy, Jordan, Kuwait, Mexico, Morocco, Peru, Algeria and Portugal.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

Unaudited Interim Financial Information

The accompanying balance sheet as of September 30, 2012, statements of operations for the nine months ended September 30, 2012 and 2011, statement of stockholders' equity for the nine months ended September 30, 2012 and statements of cash flows for the nine months ended September 30, 2012 and 2011 are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of the Company's management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments necessary for the fair presentation of the Company's statement of financial position at September 30, 2012 and its results of operations and its cash flows for the nine months ended September 30, 2012 and 2011. The results for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2012.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, sales returns and allowances, and contingencies and litigation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

Certain Risks and Concentrations

Sales to international customers represented 100% of revenue during the years ended December 31, 2011 and 2010, respectively, as well as for the nine months ended September 30, 2012 and 2011. All of the Company's sales to international customers are transactions which are denominated in U.S. Dollars. Accordingly, the Company's operations are not subject to foreign currency transactions or foreign currency translation.

The Company is also dependent upon one supplier that provides the majority of the seed the Company sells to its customers. One supplier accounted for 99% of the Company's seed requirements for years ended December 31, 2011 and 2010 and the nine months ended September 30, 2012, respectively.

Revenue Recognition

The Company derives its revenue primarily from sale of alfalfa seed and Sudan grass. Revenue is recognized when risk and title to the product is transferred to the customer, which usually occurs at the time shipment is made from the Company's facilities.

When the right of return exists in the Company's seed business, sales revenue is reduced at the time of sale to reflect expected returns. In order to estimate the expected returns, management analyzes historical returns, economic trends, market conditions and changes in customer demand. At December 31, 2011 and September 30, 2012, no customers had the right of return.

Additional conditions for recognition of revenue for all sales include the requirements that the collection of sales proceeds must be reasonably assured based on historical experience and current market conditions, the sales price is fixed and determinable and that there must be no further performance obligations under the sale. Prepayments received from customers are recorded as deferred revenue on the balance sheet

Shipping and Handling Costs

The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of goods sold. In some instances, products are shipped F.O.B. shipping point and, as a result, the Company is not obligated to pay for shipping or any costs associated with delivering its products to its customers. In these instances, costs associated with the shipment of products are not included in the Company's financial statements. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of goods sold.

Sales Commissions

Sales commission expenses are accrued for when the applicable sale is completed and all such expenses are classified within selling, general and administrative expenses on the statements of operations.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company did not have any cash equivalents at September 30, 2012 and December 31, 2011 and 2010, respectively.

The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC"). Accounts are guaranteed by the FDIC up to $250,000 under current regulations.   Cash equivalents held in money market funds are not FDIC insured. Cash deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had approximately $0, $0 and $485,262 in excess of FDIC insured limits at September 30, 2012, December 31, 2011 and 2010, respectively.  

Accounts Receivable

The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer's trade accounts receivable. The allowance for doubtful trade receivables was $0 at September 30, 2012, December 31, 2011 and 2010, respectively.

Inventories

Alfalfa Seed Inventory

Inventories consist of alfalfa seed purchased from the Company's suppliers.

Inventories are stated at the lower of cost or market, and an inventory reserve would permanently reduce the cost basis of inventory. Costs for all finished goods are valued at actual cost.

Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to not be marketable is written down to market value. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Because the germination rate, and therefore the quality, of alfalfa seed improves over the first year of proper storage, inventory obsolescence is not a material concern. The Company sells its inventory to distributors, dealers and directly to growers.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. The cost of plant and equipment is depreciated using the straight- line method over the estimated useful life of the asset. Long-lived assets are reviewed for impairment whenever in management's judgment conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted cash flows. Fully depreciated assets are retained in property, plant and equipment and accumulated depreciation accounts until they are removed from service. In case of disposals of assets, the assets and related accumulated depreciation are removed from the accounts, and the net amounts after proceeds from disposal are credited or charged to income.

Income Taxes

The Company is an S Corporation under the Internal Revenue code. As an S Corporation, the Company's taxable income flows through to its shareholders and income tax is assessed on the shareholder's individual federal and state income tax returns. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits.

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The Company performed an annual review for impairment and none existed as of December 31, 2011.

Fair Value of Financial Instruments

In the first quarter of fiscal year 2009, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"). ASC 820-10 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. ASC 820-10 delays, until the first quarter of fiscal year 2009, the effective date for ASC 820-10 for all non-financial assets and non- financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of ASC 820-10 did not have a material impact on the Company's financial position or operations, but does require that the Company disclose assets and liabilities that are recognized and measured at fair value on a non-recurring basis, presented in a three-tier fair value hierarchy, as follows:

• Level 1. Observable inputs such as quoted prices in active markets;
• Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
• Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

No assets or liabilities were valued at fair value on a recurring or non-recurring basis as of September 30, 2012 or December 31, 2011 or 2010, respectively.

Effective October 1, 2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash and cash equivalents, accounts payable, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, "Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on the Company's financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, "Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on the Company's financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 "Balance Sheet: Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11").  This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.  The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.  The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

NOTE 3 - INCOME TAXES

The Company is an S Corporation under the Internal Revenue code. As an S Corporation, the Company's taxable income flows through to its shareholders and income tax is assessed on the shareholder's individual federal and state income tax returns. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits. The Company's income tax provision consists of a 1.5% corporate level state income tax assessed to the Company by the state of California.

The Company follows the guidance under ASC 740 in accounting for uncertainties in income taxes, which defines the thresholds for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. At December 31, 2011, the Company has no unrecognized tax benefits and the Company's statutes of limitations are closed for all federal and state tax years before 2008 and 2007, respectively. The Company is not currently under any Internal Revenue Service or state tax examination.

NOTE 4 - STOCKHOLDERS' EQUITY

The Company is authorized to issue up to 10,000 shares of its no par value common stock. At September 30, 2012, December 31, 2011 and 2010 there were 1,000 shares issued and outstanding.

During the year ended December 31, 2010, the Company paid distributions to stockholders totaling $100,000 and also declared an additional $450,000 of distributions to be paid in 2011.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Contingencies

The Company is not currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware of any matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

NOTE 6 - RELATED PARTY TRANSACTIONS

Glen D. Bornt, a shareholder, Vice President and member of the Board of Directors of the Company, is also the founder, majority shareholder and President of Imperial Valley Milling Company. Fred Fabre, the Company's President, Board of Director member, and shareholder, is also a shareholder of Imperial Valley Milling Company.

IV Milling conducts an alfalfa and other seed sourcing, cleaning and supply business and historically, the majority of the seed that IV Milling processes has been sold to IV Seeds.

During the years ended December 2011 and 2010, IV Seeds purchased $13,545,299 and $5,338,098 of seed from IV Milling. During the nine months ended September 30, 2012 and 2011, IV Seeds purchased $5,817,532 and $7,486,941 of seed from IV Milling.

Amounts due to IV Milling totaled $733,276, $4,530,841 and $1,764,352 at September 30, 2012, December 31, 2011 and 2010, respectively.

NOTE 7 - SUBSEQUENT EVENTS

On October 1, 2012, the Company sold substantially all of the assets of the Company to S&W Seed Company pursuant to the Acquisition Agreement entered into on September 28, 2012. Pursuant to the Acquisition Agreement, the Company sold substantially all of the assets of the Company, other than assets expressly excluded in the Acquisition Agreement. The "excluded assets" included cash on hand, all accounts and other receivables of IVS, all inventory of the IVS Business and all minute books and ownership records of IVS and any IVS Assets sold or other disposed of in the ordinary course of the operation of the IVS Business between execution and closing. The Company did not sell any IVS liabilities.

Pursuant to the Acquisition Agreement, the Company received cash in the amount of $3,000,000, a five-year unsecured, subordinated promissory note in the principal amount of $500,000, 400,000 shares of S&W Seed Company's unregistered common stock, valued at $2,432,000 and will receive $250,000 over a five-year period for a non-competition agreement, for total consideration of $6,182,000. The non-compete portion of the consideration will be paid in five annual installments of $50,000 to Mr. Fabre.

EX-99.2 4 exh99-2.htm UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

EXHIBIT 99.2

S&W Seed Company

Unaudited Pro Forma Combined Financial Statements

The following unaudited pro forma combined financial information is provided for informational purposes only. The unaudited pro forma combined financial information was based on and should be read in conjunction with the (i) historical consolidated financial statements of S&W Seed Company (S&W) included in its Annual Report on Form 10-K for the year ended June 30, 2012; (ii) the historical consolidated financial statements of S&W for the three months ended September 30, 2012 included in its Form 10-Q; (iii) the audited financial statements of Imperial Valley Seeds ("IVS") as of and for the years ended December 31, 2011 and 2010, respectively, which are included in Exhibit 99.2 to this Current Report Form 8-KA; and (iv) the unaudited interim financial statements of IVS for the nine months ended September 30, 2012 which are also included in Exhibit 99.2 to this Current Report Form 8-K/A.

The unaudited pro forma combined consolidated balance sheet as of September 30, 2012, and the unaudited pro forma combined statements of operations for the year ended June 30, 2012 and three months ended September 30, 2012, are presented herein. The unaudited pro forma combined balance sheet gives effect to the acquisition as if it had been completed on September 30, 2012, and combines the unaudited consolidated balance sheet of S&W Seed Company and the assets acquired from IVS. The unaudited pro forma combined statements of operations for the year ended June 30, 2012 and three months ended September 30, 2012 give effect to the acquisition as if it had occurred on July 1, 2011.

S&W's fiscal year ended June 30, 2012 and IVS's fiscal year ended December 31, 2011.The unaudited pro forma combined balance sheet was prepared using the historical balance sheets of S&W and IVS as of September 30, 2012. The unaudited pro forma combined statements of operations were prepared using the historical statements of operations of S&W for the year ended June 30, 2012 and three months ended September 30, 2012, and the historical statements of operations of IVS for the twelve months ended June 30, 2012 and three months ended September, 2012. IVS audited results were adjusted to exclude the six months ended June 30, 2011 and to include the six months ended June 30, 2012 to recast twelve months of operations ending June 30, 2012.

The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the acquisition, are factually supportable and are expected to have a continuing impact on the combined results. The unaudited pro forma combined financial information should be read in conjunction with the accompanying notes to the unaudited combined financial statements, and is not necessarily indicative of the combined results of operations or financial condition had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future results of operations or financial position of the combined company. The pro forma adjustments are based on preliminary estimates of the fair values of assets acquired and information available as of the date of this Current Report on Form 8-K/A. Actual results may differ from the amounts reflected in the unaudited pro forma combined financial statements, and the differences may be material.

S&W SEED COMPANY
Unaudited Pro Forma Combined Balance Sheet
As of September 30, 2012

		Historical				Pro Forma			Pro Forma
		S&W Seed Company		Imperial Valley Seeds		Adjustments	Notes		Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	8,652,433	$	123,978	$	(3,123,978)	a	$	5,652,433
Accounts receivable, net		6,069,461		3,320,955		(3,320,955)	b		6,069,461
Inventories		8,273,667		-		-			8,273,667
Prepaid expenses and other current assets		96,374		5,823		(5,823)	b		96,374
Deferred tax asset		158,277		-		-			158,277
TOTAL CURRENT ASSETS		23,250,212		3,450,756		(6,450,756)			20,250,212
Property, plant and equipment, net of accumulated depreciation		7,855,043		-		-			7,855,043
Other intangibles, net		647,999		-		6,182,000	c		6,829,999
Crop production costs		1,358,160		-		-			1,358,160
Deferred tax asset - long term		464,375		-		-			464,375
TOTAL ASSETS	$	33,575,789	$	3,450,756	$	(268,756)		$	36,757,789
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	6,773,250	$	90,187	$	(90,187)	b	$	6,773,250
Accounts payable - related party		250,437		733,276		(733,276)	b		250,437
Accrued expenses and other current liabilities		170,711		91,818		(91,818)	b		170,711
Current portion of long-term debt		153,776		-		150,000	d		303,776
TOTAL CURRENT LIABILITIES		7,348,174		915,281		(765,281)			7,498,174
Long-term debt, less current portion		2,455,010		-		600,000	d		3,055,010
TOTAL LIABILITIES		9,803,184		915,281		(165,281)			10,553,184
STOCKHOLDERS' EQUITY
Common stock		7,473		10,000		(9,600)	b, e		7,873
Additional paid-in capital		23,349,793		-		2,431,600	e		25,781,393
Retained earnings		415,339		2,525,475		(2,525,475)	b		415,339
TOTAL STOCKHOLDERS' EQUITY		23,772,605		2,535,475		(103,475)			26,204,605
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	33,575,789	$	3,450,756	$	(268,756)		$	36,757,789

See accompanying notes to Unaudited Pro Forma Combined Financial Statements

S&W SEED COMPANY
Unaudited Pro Forma Combined Statement of Operations
For the Three Months Ended September 30, 2012

		Historical				Pro Forma			Pro Forma
		S&W Seed Company		Imperial Valley Seeds		Adjustments	Notes		Combined
Revenue
Seed and crop revenue	$	6,356,052	$	4,513,631	$	-		$	10,869,683
Milling and other revenue		363,683		-		-			363,683
Total revenue		6,719,735		4,513,631		-			11,233,366
Cost of revenue
Cost of seed and crop revenue		5,549,419		4,005,379		-			9,554,798
Cost of milling and other revenue		91,914		-		-			91,914
Total cost of revenue		5,641,333		4,005,379		-			9,646,712
Gross profit		1,078,402		508,252		-			1,586,654
Operating expenses
Selling, general and administrative expenses		750,351		103,242		(18,608)	g		834,985
Research and development expenses		103,431		-		-			103,431
Depreciation and amortization		69,785		-		78,267	f		148,052
Total operating expenses		923,567		103,242		59,659			1,086,468
Income from operations		154,835		405,010		(59,659)			500,186
Other expense
Interest expense, net		7,868		-		2,250	h		10,118
Net income before income tax expense		146,967		405,010		(61,909)			490,068
Income tax expense		58,211		6,075		129,781	i		194,067
Net income	$	88,756	$	398,935	$	(191,690)		$	296,001
Net income per common share:
Basic	$	0.01						$	0.04
Diluted	$	0.01						$	0.04
Weighted average number of common shares outstanding:
Basic		6,839,560				400,000	j		7,239,560
Diluted		6,950,155				400,000	j		7,350,155

See accompanying notes to Unaudited Pro Forma Combined Financial Statements

S&W SEED COMPANY
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended June 30, 2012

		Historical				Pro Forma			Pro Forma
		S&W Seed Company		Imperial Valley Seeds		Adjustments	Notes		Combined
Revenue
Seed and crop revenue	$	13,261,853	$	15,817,579	$	-		$	29,079,432
Milling and other revenue		885,764		-		-			885,764
Total revenue		14,147,617		15,817,579		-			29,965,196
Cost of revenue
Cost of seed and crop revenue		9,912,781		13,738,035		-			23,650,816
Cost of milling and other revenue		327,133		-		-			327,133
Total cost of revenue		10,239,914		13,738,035		-			23,977,949
Gross profit		3,907,703		2,079,544		-			5,987,247
Operating expenses
Selling, general and administrative expenses		2,772,711		358,050		14,200	k		3,144,961
Research and development expenses		242,523		-		-			242,523
Depreciation and amortization		272,855		-		313,067	f		585,922
Total operating expenses		3,288,089		358,050		327,267			3,973,406
Income from operations		619,614		1,721,494		(327,267)			2,013,841
Other expense
Loss on disposal of fixed assets		24,532		-					24,532
Interest expense, net		20,937		-		11,250	h		32,187
Net income before income tax expense		574,145		1,721,494		(338,517)			1,957,122
Income tax expense		199,310		28,216		451,874	l		679,400
Net income	$	374,835	$	1,693,278	$	(790,390)		$	1,277,722
Net income per common share:
Basic	$	0.06						$	0.20
Diluted	$	0.06						$	0.20
Weighted average number of common shares outstanding:
Basic		5,904,110				400,000	j		6,304,110
Diluted		5,906,899				400,000	j		6,306,899

See accompanying notes to Unaudited Pro Forma Combined Financial Statements

S&W Seed Company
Notes to Unaudited Pro Forma Combined Financial Statements

Note 1 - Basis of Presentation

The unaudited pro forma combined consolidated balance sheet as of September 30, 2012, and the unaudited pro forma combined statements of operations for the year ended June 30, 2012 and three months ended September 30, 2012, are presented herein. The unaudited pro forma combined balance sheet gives effect to the acquisition as if it had been completed on September 30, 2012, and combines the unaudited consolidated balance sheet of S&W Seed Company ("the Company or S&W") and the assets acquired from IVS. The unaudited pro forma combined statements of operations for the year ended June 30, 2012 and three months ended September 30, 2012 give effect to the acquisition as if it had occurred on July 1, 2011.

S&W's fiscal year ended June 30, 2012 and IVS's fiscal year ended December 31, 2011.The unaudited pro forma combined balance sheet was prepared using the historical balance sheets of S&W and IVS as of September 30, 2012. The unaudited pro forma combined statements of operations were prepared using the historical statements of operations of S&W for the year ended June 30, 2012 and three months ended September 30, 2012, and the historical statements of operations of IVS for the twelve months ended June 30, 2012 and three months ended September, 2012. IVS audited results were adjusted to exclude the six months ended June 30, 2011 and to include the six months ended June 30, 2012 to recast twelve months of operations ending June 30, 2012.

The unaudited pro forma combined financial information should be read in conjunction with the accompanying notes to the unaudited combined financial statements, and is not necessarily indicative of the combined results of operations or financial condition had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not reflect any cost savings or integration costs. The unaudited pro forma combined financial information does not purport to project the future results of operations or financial position of the combined company. The pro forma adjustments are based on preliminary estimates of the fair values of assets acquired and information available as of the date of this Current Report on Form 8-K/A. Certain valuations are currently in process. Actual results may differ from the amounts reflected in the unaudited pro forma combined financial statements, and the differences may be material.

Note 2 - Transaction and Purchase Consideration

On October 1, 2012, the Company purchased substantially all of the assets of Imperial Valley Seeds, Inc. ("IVS"). Pursuant to the acquisition agreement, the Company purchased substantially all of the assets of IVS not including cash on hand, all accounts and other receivables of IVS, and all inventory of the IVS alfalfa seed business. The Company did not assume any IVS liabilities.

Pursuant to the acquisition agreement, the Company paid the following consideration: cash in the amount of $3,000,000, a five-year unsecured, subordinated promissory note in the principal amount of $500,000, 400,000 shares of the Company's unregistered common stock valued at $2,432,000 and $250,000 to be paid over a five-year period for a non-competition agreement, for total consideration of $6,182,000. The non-compete portion of the consideration will be paid in five annual installments of $50,000 to Mr. Fabre, who joined the Company as Vice President of Sales and Marketing.

The acquisition has been accounted for as a business combination and the Company valued all assets and liabilities acquired at their estimated fair values on the date of acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition.

The estimated purchase price allocation is based on preliminary estimates of fair value as follows:

Technology/IP	$	1,058,000
Customer relationships		1,467,000
Trade-name and brands		1,859,000
Non-compete		293,000
Goodwill		1,505,000
Total acquisition cost allocated	$	6,182,000

The purchase price consists of the following:

Cash	$	3,000,000
Unsecured 5 year promissory note		500,000
Non-compete payment obligation		250,000
Common stock		2,432,000
	$	6,182,000

Note 3 - Pro Forma Adjustments

1. Represents the cash paid at closing of the acquisition net of the cash balances not acquired.
2. Represents elimination of the assets, liabilities and equity that were not acquired in the transaction.
3. To reflect the estimated fair value of identifiable intangible assets and goodwill acquired in the acquisition.
4. To reflect the $500,000 unsecured promissory note and the $250,000 non-compete obligation recorded at closing. Of the total $750,000 of obligations, $150,000 is classified as current on the combined balance sheet and the remaining balances are classified as long-term.
5. To reflect the common stock issued as consideration in the acquisition net of IVS.
6. Represents the amortization expense related to the fair value of identifiable amortizable intangible assets acquired in the transaction, as if the acquisition had been completed on July 1, 2011.
7. To eliminate $22,158 of transaction expenses, partially offset by an increase in wages and benefits by $3,550.

8. The consideration paid included a $500,000 unsecured promissory note. Interest expense is calculated based on 1-month LIBOR plus 2% and assumes the promissory note was issued on July 1, 2011.
9. To reflect the additional income tax expense for the three months ended September 30, 2012 assuming a combined Company's effective tax rate of 39.6%.
10. To reflect the issuance of 400,000 shares of common stock on the date of acquisition.
11. To reflect an increase in wages and benefits by $14,200.
12. To reflect the additional income tax expense for the year ended June 30, 2012 assuming a combined Company's effective tax rate of 34.7%.

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EX-99.2

November 27, 2012 Exhibit 99.2