For the transition period from ________________________ to _______________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer¨		Accelerated filer¨
Non-accelerated filer¨ (Do not check if a smaller reporting company)		Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was ~~$16,201,083.~~$64,501,650.

The number of shares outstanding of common stock of the Registrant as of September ~~25, 2012~~19, 2014 was ~~7,473,000.~~11,649,447.

Portions of the Registrant's Proxy Statement related to its ~~2012~~2014 Annual Meeting of Stockholders be filed pursuant to Regulation 14A within 120 days after Registrant's fiscal year end of June 30, ~~2012~~2014 are incorporated by reference in Part III of this Annual Report on Form 10-K.

This Annual Report on Form 10-K, including, but not limited to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These could include but are not limited to any projections of revenue, margins, expenses, tax provisions, earnings, cash flows and other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding our ability to raise capital in the future; any statements concerning expected development, performance or market acceptance relating to our products or services or our ability to expand our grower or customer bases; any statements regarding future economic conditions or performance; any statements of expectation or belief; any statements regarding our ability to retain key employees or increase our farming acreage; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "will," "plan," "project," "seek," "should," "target," "will," "would," and similar expressions or variations intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations about future events. Our actual plans and performance may differ materially from those in the forward-looking statements as a result of various factors, including whether we are successful in securing sufficient acreage to support the growth of our alfalfa seed business, the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations; trends and other factors affecting our financial condition or results of operations from period to period; the impact of crop disease, severe weather conditions, such as flooding, or natural disasters, such as earthquakes, on crop quality and yields and on our ability to grow, procure or export our products; the availability of sufficient labor during peak growing and harvesting seasons; the impact of pricing and other actions by our competitors, the impact of pricing of other crops that may be influence what crops our growers elect to plant; our plans for expansion of our business (including through acquisitions) and our ability to successfully integrate acquisitions into our operations; whether we are successful in aligning expense levels to revenue changes; whether we are successful in monetizing our stevia business; the cost and other implications of pending or future legislation or court decisions and pending or future accounting pronouncements; and other risks that are described herein, including but not limited to the items discussed in "Risk Factors" in Item 1A of this Report, and that are otherwise described or updated from time to time in our Securities and Exchange Commission reports.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Many factors discussed in this Report, some of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from the forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Report as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements. Furthermore, such forward-looking statements speak only as of the date of this Report. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Our reporting currency is the U.S. dollar. We translate our foreign operations' asset and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income. Gains or losses from foreign currency transactions are included in the consolidated statement of operations.

Unless the context otherwise requires, the terms "we," "our," "us," and "S&W" as used in this Report refer to S&W Seed Company and its subsidiaries.

Founded in 1980 and headquartered in the Central Valley of California, we are athe leading producer of warm climate, ~~high- yield~~high-yield alfalfa seed varieties, including varieties that can thrive in poor, saline soils. We also offer seed cleaning and processing for other seed ~~manufacturers, leveraging~~manufacturers. Until we incorporated in 2009, our business was operated for almost 30 years as a general partnership and was owned by five general partners. We incorporated in October 2009 in Delaware, having bought out the ~~excess capacity currently available at~~former partners between June 2008 and May 2010, and reincorporated as a Nevada corporation in December 2011. Following our ~~milling facilities. In addition,~~initial public offering in fiscal 2010, we ~~launched~~expanded certain pre-existing business initiatives and added new ones, including:

Our combination with SGI creates the world's largest non-dormant alfalfa seed company, and our combined company has the competitive advantages of year-round production, which extends to all areas of the alfalfa seed business, including sales and inventory management. SGI was incorporated as a ~~business expansion initiative~~limited proprietary corporation in South Australia in 1993, as Harkness Group, it changed its name to ~~commercially produce stevia leaf~~Seed Genetics Australia Pty Ltd in ~~the U.S.~~2002, and in ~~response~~2011 changed its name to ~~growing global demand from the food and beverage industry for the all-natural, zero calorie sweetener.~~Seed Genetics International Pty Ltd. SGI's principal office space is located in Unley, South Australia.

We also own a ~~seed cleaning~~seed-cleaning and processing facility in Five Points, California that was modernized and rebuilt in the late 1980's. The property encompasses a total of 40 acres, including 35 acres that are in reserve for future development and five acres ~~on which are situated~~with permanent structures and three ~~seed processing~~seed-processing lines. ~~We believe that the replacement cost of our Five Points facility would be at least $12 million.~~ In recent years, the facility has operated at less than 25% of capacity, providing ample opportunity for growth, both in terms of cleaning the alfalfa seed we grow or ~~that is purchased~~purchase from our growers ~~as well as enabling us to provide~~and providing cleaning services for San Joaquin Valley growers of small grains such as wheat, barley and triticale.

One of the biggest challenges of the ~~21st~~21^st century will be to expand agricultural production so that it can meet the food and nutritional demands of the world's growing population. According toWorld Population Prospects, The ~~2008~~2011 Revision, Executive Summary, published by the United Nations in 2009, the world population is ~~projected~~estimated to ~~reach 7.0 billion in late 2011, up from the 6.8 billion previously estimated, and~~ surpass 9.0 billion ~~people~~ by 2050.

Improvements in farm productivity have allowed agriculture to keep pace with growing food demand. Yield-enhancing technologies such as mechanization, hybrid seed and crop protection chemicals have enabled farmers to meet the ever-growing demand for food. Because of decreases in the amount of arable land and shrinking worldwide fresh water resources, further increases in agricultural production must come from improvements in agricultural productivity. We address this need by breeding high-yielding alfalfa seed that is tolerant to inferior, saline soils, thereby allowing farmers to make marginal soils with inferior water quality as productive as superior soils.

Alfalfa seed is primarily used for growing ~~animal feed and~~alfalfa hay, which is ~~referred to generically known~~grown throughout the world as ~~"forage." Seed is planted to produce alfalfa that is then used~~"forage" for ~~grazing, "greenchop" (fresh alfalfa cut in the field without drying), silage, baled hay, cubes or pellets as a primary food stock for the~~ livestock, ~~industry, which includes~~including dairy and beef cattle, horses and sheep. ~~Although originally a hot climate plant native~~It is most often harvested as hay, but can also be made into silage, grazed, or fed as greenchop. The alfalfa industry (and therefore the alfalfa seed industry) is highly dependent on the dairy industry, which is the largest consumer of alfalfa hay.

Alfalfa is indigenous to the Middle East ~~dormant and semi-dormant~~where it is considered a "non-dormant" plant, meaning it grows year round. "Dormant" varieties of alfalfa have adapted to cold climates by going dormant during periods when frost or snow conditions would otherwise kill them. Dormancy is rated using a numerical system under which ~~fully dormant~~"dormant" varieties are rated toward the lower end of a 1 through 10 scale, such as 2 through 4, ~~and the most non-dormant~~while "non-dormant" varieties are rated toward the upper end of the scale, such as 8 through 10. The ~~non-dormant varieties,~~number typically identifies the number of cuttings that a farmer might be able to obtain each year. For the past 30 years, we have focused our efforts on the "non-dormant" market, which ~~are our specialty, are~~is best suited to hot, dry climates, where the growing season lasts for most of the year, resulting in larger yields per acre.

~~Approximately 80~~While exact production estimates worldwide are difficult to obtain, approximately 150 million pounds of alfalfa seed are produced worldwide each year. Alfalfa seed for the "non-dormant" marketplace is primarily grown in just a few key regions of the ~~U.S. each year according to a study by Shannon Mueller (~~~~Alfalfa Seed Production in~~world, including the ~~Western United States~~~~, published by the University~~San Joaquin Valley of California, ~~at Davis). The cooler climate~~the Imperial Valley of California, and Southern Australia. However, the ~~Pacific Northwest produces seed of semi-dormant and dormant varieties, while substantially all of~~growing regions for "non-dormant" alfalfa hay include the ~~seed produced in California is of non-dormant varieties, with dormancy ratings of between 7 and 10. The climate in the western~~Southwestern U.S. is excellent for production of high-quality alfalfa seed, and Mueller's study cited above estimates that 85% of U.S. alfalfa seed is produced in California, Idaho, Oregon, Washington and Nevada. Although California is the largest supplier of alfalfa seed in the U.S., changes in economics, including the cost of water and the economic return to farmers for planting competing crops, as well as environmental and regulatory constraints, including pesticide regulations, have had a negative impact on California production. While expansion in Idaho, Oregon and Washington has maintained total U.S. supplies of alfalfa seed at a near constant level, this production has not replaced California's production of non-dormant varieties because these Northwestern states lack the warm climate suited to non-dormant varieties. A significant percentage of California's production is exported to the Middle East, North Africa, ~~Mexico~~Latin America and other hot, arid regions of the world. ~~A significant portion of our production is sold in these regions.~~

Alfalfa seed production is demanding for even the most experienced farmers. Farming practices must be tailored to the climatic conditions of each area. Irrigation must be carefully controlled and timed to stress the plants to cause maximum flowering and seed production. Weed control is essential in order to pass inspections for purity needed for certification. Insect pests, especially lygus bugs, must be managed throughout the season, using strategies that protect pollinators, such as honey bees, leafcutter bees and alkali bees. Fields are desiccated using chemicals that remove moisture and then are harvested as quickly thereafter as possible to limit or avoid rain damage.

The alfalfa industry (and therefore the alfalfa seed industry) is highly dependent on the dairy industry, which is the largest consumer of alfalfa hay. In recent years, the California dairy industry has been severely impacted by low milk prices and increasing production costs such as feed.

~~High-grade stevia~~Stevia is a ~~fast-growing~~ newcomer in the estimated over $50 billion global sweetener market. Although this market is still dominated by sugar, sugar substitutes now account for more than $5 billion of the global sweetener market (according to data derived fromArtificial Sweeteners-Global Strategic Business Report, Global Industry Analysts, Inc., July 2007; United States Department of Agriculture, Economic Research Service, and World Sugar Reports). ~~Sugar substitutes include artificial chemical sweeteners as well as naturally derived non-caloric sweeteners.~~

Traditional sweeteners, or nutritive sweeteners, provide calories and include sugar and high fructose corn syrup or corn sugar. Sugar is ubiquitous throughout the world; however, it carries risks associated with over-consumption. Such over-consumption has contributed to increased rates of obesity, diabetes and other health-related issues. In recent years, these concerns have stimulated a demand in the market for alternatives to sugar and especially non-nutritive sweeteners (~~i.e.~~~~, carbohydrate sugar substitutes that do not require insulin in the metabolism process), a trend that is occurring globally.~~

Artificial sweeteners have historically dominated the non-nutritive sweetener market, but the recent trend is toward natural sweeteners. All are considered high-intensity sweeteners because they are estimated to be at least 200 times sweeter than sucrose, or common table sugar.

High-intensity sweeteners currently represent only a small portion of the global sweetener market. However, because that market is so large, high intensity sweeteners still represent billions of dollars in annual sales. According to~~Artificial Sweeteners-Global Strategic Business Report~~, referred to above, based on historical trends, high intensity sweeteners are expected to increase their share of the global sweetener market annually. Although there are others, the primary products in this category include (i) aspartame, which is marketed under the brand names Equal^® ~~and NutraSweet~~^®~~, (ii) saccharin, which is marketed under the brand name Sweet'N Low~~^® ~~and (iii) sucralose, which is marketed under the brand name Splenda~~^®~~. All of these products are artificial sweeteners.~~

~~By contrast, stevia~~Stevia leaf and its refined products constitute a natural, non-caloric high intensity sweetener, estimated to be 200 to 300 times sweeter than sugar. Its taste has a slower onset and longer duration than that of sugar. However, a common complaint is that some of its extracts and derivatives have a bitter aftertaste, and its taste does not uniformly correspond to all regional taste preferences or combine well with some food flavors. Nevertheless, the incorporation of stevia-derived extracts into foods and beverages in the U.S. has seen a rapid increase since the beginning of 2009. Since stevia is a natural product, efforts are ongoing to develop improved plant varieties and new refining methods that have more ideal flavor profiles. Stevia also has the advantage of not breaking down with heat, making it more stable for cooking than other sugar alternatives.

The stevia plant is indigenous to the rain forests of Paraguay and has been used as a sweetener in its raw, unprocessed form for hundreds of years. In recent years, it has been grown commercially in Brazil, Paraguay, Uruguay, parts of Central America, Thailand, China and the U.S. Currently, the majority of global commercial stevia production occurs in China.

~~Stevia has been used broadly in Japan since the 1970s. Despite its acceptance in other countries, stevia has had only limited market penetration~~The incorporation of stevia-derived extracts into foods and beverages in the U.S. ~~A 1995 FDA interpretation treated stevia as~~has seen a ~~nutritional supplement~~rapid increase since the beginning of 2009. Stevia has the advantage of not breaking down with heat, making it more stable for product-labeling purposes, which precluded its use as a food additive. As a result, stevia was found primarily in natural and health food stores. In December 2008, the FDA issued two no objection letters to companies seeking a determination that Rebaudioside A ("Reb-A"), a high-purity stevia glycoside extract, could be designated as GRAS, which means "generally accepted as safe" as a food additive. This designation has resulted in stevia's emergence as a potentially "mainstream" sweetening product. Stevia is not only used as a table-top sweetener but is evident in a range of product categories.cooking than other sugar alternatives. In the U.S., approximately 70% of all new products formulated with stevia are beverages, with the remainder split between diverse categories, including dairy products and baked goods.

~~Mintel International, a global supplier of consumer, product and media information, stated in a September 2009 press release entitled "~~~~Stevia market to break $100 million this year~~," that by mid-July 2009, stevia sales in the U.S. had exceeded $95 million, compared to approximately $21 million in all of 2008. Mintel subsequently estimated that the global market for stevia sweeteners reached $500 million by mid-2011 and expects that the U.S. market for stevia will have topped $600 million by the end of 2011 in the FDMx, natural and specialty markets. It further noted that the U.S. market had grown by 185% since the FDA's 2008 GRAS determination ("~~Mintel discusses the potential of stevia~~~~," November 29, 2011). Food consultant, Zenith International, expects the global market for stevia-derived products to reach $825 million by 2014 (~~~~Stevia Report~~, March 2011). Annual new product activity for stevia more than doubled between 2007 and 2008, and in the first eight months of 2009, Mintel's Global New Products Database (GNPD) monitored the launch in the U.S. of more than 110 food, drink and healthcare products made with stevia by leading global food and beverage companies such as The Coca Cola Company, Cargill Incorporated, PepsiCo and Merisant Company. Mintel's report,~~Stevia and Other Natural Sweeteners, US~~ ~~(August 2011), noted that 69% of adults add natural sweeteners to food or beverages, and that stevia has the highest usage by consumers.~~

~~According to a Harris Poll (#67, June 26, 2008), three out of five Americans believe artificial sweeteners are only somewhat safe or not safe at all. Further, the 2008~~~~Food and Health Survey: Consumer Attitudes Toward Food~~, by the International Food Information Council Foundation, reported that 43% to 45% of Americans said they wanted to use less aspartame, sucralose and saccharin. Stevia presents food and beverage companies with the opportunity to offer consumers a healthier, natural alternative. According to published industry data, stevia brands PureVia^®, Truvia^® and Stevia in the Raw^®, have seen sales increases and increased market share since 2009, while the artificial sweetener brands have experienced declining sales and market share.

In the food and beverage industry, products catering to healthy lifestyles are one of the key drivers in sector growth. Increases in obesity, diabetes, and associated health risks have led consumers to pay more attention to diet. Global trends toward natural, healthy, organic and "green" products have been evident. Food and beverage companies are formulating and launching new products in response to consumer demand, and we believe stevia provides a solution that fits within consumer expectations for taste and health benefits. We anticipate that trends toward healthier living will continue to drive the market opportunity for stevia.3

We ~~believe stevia extracts (such as Reb-A) and stevia leaf itself are positioned to become leading high-intensity sweeteners as a result of their appealing profile, which includes:~~

We further believe that the acceptance of stevia as a mass market sweetener in the U.S. and European markets will create a demand for agricultural production of improved stevia varieties and that companies will increasingly look for U.S.-based production of stevia. If that belief is correct, acreage under cultivation for stevia leaf will need to increase substantially in the years ahead in order to meet projected demand.

Although UC Davis conducted pilot programs for stevia production as early as 1984, and we believe there are now other companies making plans to enter the stevia production market, we believe that we are the first company to begin agricultural production in California on a commercial scale. We further believe that widespread acceptance of stevia and its derivatives will justify ~~large-scale~~ commercial production in the U.S. and that the climate in the California's San Joaquin Valley is well-suited for stevia cultivation. Moreover, we also believe that the stringent regulation of agricultural production in California by state and federal government agencies inspires consumer confidence in products grown and processed in California, and therefore, California is poised to be a major grower and processor of stevia as the commercial market for food, drink and healthcare products incorporating stevia grows.

We strive to enhance our growth potential and improve gross margins by increasing our alfalfa seed business and by leveraging our expertise in plant ~~development, seed processing and marketing into a new business opportunity in the newly opened U.S. market for stevia production.~~development.

We also plan to exploit the emerging market of stevia breeding, cultivation and sales ~~by:~~by continuing our breeding program that is designed to identify the most favorable varieties for producing the best flavor and other desired characteristics suited to our local growing conditions and developing best practices for growing, harvesting and processing of stevia in order to both reduce labor costs and increase the quality and quantity of harvested stevia.

We also recognize that our milling facilities offer revenue growth potential by expanding mill utilization during those portions of the year when the mill is not in use for cleaning and conditioning alfalfa seed. ~~Although~~We do not anticipate that providing cleaning and conditioning services for third parties ~~has never represented~~will ever represent a significant portion of our revenue ~~it does represent our highest margin business. Accordingly,~~however, we have the opportunity to increase revenue and profits by more aggressively pursuing milling services and co-packing arrangements with farmers in the San Joaquin Valley.

~~We produce, condition~~Our alfalfa plant breeding and ~~market~~development program has historically been focused on certified alfalfa seed varieties that are optimized for Mediterranean climates. Alfalfa plants that contribute genetics to our alfalfa varieties are selected from old alfalfa plantings by visual and analytical means for preferred characteristics of both above ground shoot growth and for healthy roots under multiple adverse growing conditions.

The selection process and seed production process is outdoors under normal field growing environmental conditions. Our competitors' varieties are mostly developed in greenhouses with fabricated soils and controlled atmospheric conditions.

We differentiate ourselves by planting in an outdoor nursery with highly saline soils and caged in 30 feet by 30 feet plots for cross-pollination of flowers using both honey bees and leafcutter bees to produce what is known as synthetic generation No. 1 seed. ("Syn 1 seed"). Syn 1 seed is then planted in another block within the outdoor nursery to determine if plant growth is uniform for desired visual traits. If plant growth is acceptable, then second generation seed ("Syn 2 seed") is produced. Syn 2 seed is tested for forage yield in third-party university yield trials in the expected areas of environmental use. Syn 2 seed is also tested for resistance to several insects, diseases and nematodes by a contracting laboratory. Although we use a particular laboratory for this purpose, this work can be handled by a number of different independent laboratories.

If the yield trial data and resistance data meet our quality standards, we may then pursue salt tolerance selection of plants, which is conducted by an unaffiliated university. This process may take two to four generations of plant selection and seed production in our nursery to produce the final breeder seed for a salt-tolerant variety. All testing of our alfalfa varieties for yield and resistance characteristics is done by professional third-party contractors to protect against potentially biased results. All of our alfalfa varieties are certified by the National Alfalfa Variety Review Board of the Association of Official Seed Certifying Agencies ("AOSCA") prior to marketing.

Once an alfalfa seed variety has been bred to the point where we determine that it can be commercialized, we produce increasingly larger quantities through the seed development process. Seed development is divided into three stages: The breeder generation of seed is planted to produce the foundation generation of seed. Foundation seed is planted to produce certified seed for marketing. Foundation seed is the seed that we produce from the original seed of a particular variety (breeder seed) and maintain to generate larger crops of what then will become certified seed. The point at which breeder seed becomes foundation seed is entirely up to us in cooperation with the ~~California~~ Crop Improvement Association (of California, other States or Canada), and if sufficient breeder seed is available, we may go directly to certified seed, skipping the foundation seed stage completely. However, the foundation seed cycle is usually needed to produce sufficient seed to increase the acreage planted to yield the certified seed.

~~We differentiate ourselves by planting in an outdoor nursery with highly saline soils and caged in 30 feet by 30 feet plots for cross-pollination~~In Australia, SGI follows a similar certification process. All testing of ~~flowers using both honey bees and leafcutter bees to produce what is known as synthetic generation No. 1 seed. ("Syn 1 seed").~~

Syn 1 seed is then planted in another block within the outdoor nursery to determine if plant growth is uniform for desired visual traits. If plant growth is acceptable, then second generation seed ("Syn 2 seed") is produced. Syn 2 Seed is tested for forage yield in third party university yield trials in the expected areas of environmental use. Syn 2 seed is also tested for resistance to several insects, diseases and nematodes by a contracting laboratory. Although we use a particular laboratory for this purpose, this work can be handled by a number of different independent laboratories.

~~Testing of our~~SGI's alfalfa varieties for yield and resistance characteristics is ~~all~~ done by professional third-party government or government-authorized contractors to protect against potentially biased results. ~~All~~These entities that test and certify seed operate under the rules and regulations of ~~our alfalfa varieties are certified by~~ the ~~California Crop Improvement~~AOSCA, The Organization for Economic Co-operation and Development (OECD) and the International Seed Testing Association ~~at U.C. Davis prior to marketing.~~(ISTA).

We have a history of innovation in alfalfa ~~breeding.~~breeding, dating back to the early 1980s when S&W's first varieties were introduced to the market. Starting in 2001, our Australian subsidiary, SGI, began a breeding program targeted to creating varieties that maximize seed yields, thereby reducing the cost of seed production. We believe we differentiate our products by optimizing our varieties for geographical regions ~~with high-temperature climate~~that have hot climates and, in the case of S&W varieties, high-salt ~~soil.~~soil or water conditions. While ~~these~~non-dormant varieties will remain the mainstay of our product line, we have recently acquired a selection of dormant alfalfa seed varieties that are suited for higher elevation and cooler climate conditions. We ~~expect to commence~~commenced production of these ~~newly-acquired~~newly acquired varieties in the summer of 2013, with seed expected to be available for sale in the fall of ~~2012, with seed available for sale in fiscal 2013.~~

Our leading competitive advantage is that we offer select varieties that enable farmers ~~can~~to achieve excellent alfalfa hay production with all of our seed varieties, notwithstanding ~~adverse temperature~~highly challenging soil and ~~soil~~growing conditions. We operate research projects in North America and Australia and participate in yield trials in many of the major alfalfa production areas of the world that have Mediterranean to arid climates. Historically, a significant portion of our seed has been exported to the Middle East and sub-Saharan Africa where these conditions exist. Through our distributors, we also export seed to Mexico, as well as portions of the western ~~United States.~~U.S. Because of its high-protein content and highly digestible fiber, alfalfa is grown for feed supplement including dairy feed which, in turn, produces dairy products that serve as an economical protein source.

Many years are needed to create, test and build a market for seed products. We enjoy barriers to entry because of the long length of time required to develop competitive alfalfa seed varieties. We have been continually developing our current proprietary, ~~non- dormancy~~non-dormancy varieties in California since ~~1980.~~1980 and in Australia since 2001. Our alfalfa-breeding program has focused on improved yield, salt tolerance, forage quality, pest resistance and persistence (stand life). Our high-yielding ~~salt tolerant~~ seed varieties enable farmers to harvest more alfalfa hay from ~~identical~~their acreage, as compared to our competitors' lower yielding varieties. Our accomplishments include:

●	our SGI varieties which produce excellent hay while also maximizing the amount of seed that our alfalfa seed growers can produce per acre; and

●	excellent stand persistence, meaning stand is resilient against tractor and bailing traffic, allowing fast recovery and high yields for strong multi-year strands.

S&W varieties are all bred and developed to meet the guidelines for certification by the ~~California Crop Improvement Association ("CCIA").~~CCIA. Our primary S&W products are our high fall dormancy ("FD") alfalfa seed varieties. Varieties with higher ~~fall dormancy~~FD ratings begin to grow earlier in the spring and continue to grow later into the fall, thereby extending the growing season and providing the potential of increased yield. Our leading high dormancy varieties include SW 10, SW 9720, ~~SW9215,~~SW 9215, SW 9628 and SW 8421S and ~~SW8718.~~SW 8718. Of these varieties, SW 9720, SW 9215 and SW 8421S are bred to perform very well in highly saline conditions that would stunt or kill ordinary alfalfa. In addition to FD 10, 9 and 8 varieties, we also have developed other varieties, including FD 7, 6 and 4 varieties. In February 2012, we announced the certification of our first proprietary dormant alfalfa seed variety, which was specifically bred to thrive in high altitude and cooler climates. In August 2012, we purchased the rights to a portfolio of alfalfa varieties suited for higher elevations and colder climate conditions, marking our commitment to expand more aggressively into the dormant variety market. The colder climate or higher elevation varieties that we acquired are in the range of FD 3, 4 and ~~5, but we are not yet marketing these varieties.~~5.

Our highest dormancy varieties (FD 10 and 9) are by far the largest part of our business and are best suited to hot, arid climates. Our salt tolerant ~~high FD~~high-FD varieties do well in salty irrigation waters and salty soils. By contrast, our FD 4 variety is adapted to the winter-hardy intermountain west and to irrigated areas of the Sacramento Valley and Northern San Joaquin Valley of California. Our ~~agronomist continues~~breeding and genetics experts continue the multi-year process of developing improved varieties over much of the dormancy spectrum, but concentrating primarily on high salt- and heat-tolerant, non-dormant alfalfa seed, where we have established ourselves as a leading provider. We also ~~plan to~~ create blends of seed varieties.

IVS markets both common and certified alfalfa seeds, sourced from growers located in the Imperial Valley of Southeast California. A portion of the alfalfa seed ~~intended~~sold by IVS in fiscal 2014 was common varieties (i.e., uncertified seed) while the balance consisted of certified CUF (a public variety) and proprietary varieties. The primary proprietary varieties sold by IVS and acquired by us are LaJolla, Catalina and Saltana.

SGI has developed well-known proprietary varieties of alfalfa, such as SuperSonic, SuperNova, SuperStar, SuperCharge, SuperAurora, SuperSequel and SuperSiriver. Since 2002, the varieties developed by SGI have attracted an expanding grower base, and in 2012, SGI exceeded 60% of the total Australian certified proprietary alfalfa seed production. SGI's alfalfa seed varieties are bred to resist disease, create persistence in the field, and produce higher yields of both the alfalfa hay forage and alfalfa seed production for ~~human consumption, which alleviates the need~~our seed growers. SGI's proprietary varieties exhibit superior seed yield capability compared to ~~comply~~traditional non-proprietary alfalfa varieties in Australia with the most recent varieties showing the highest seed yields. Forage yields of the older SGI proprietary varieties are at least equivalent to traditional non-proprietary varieties and the forage yields of the more ~~rigorous regulatory requirements applicable~~recent SGI varieties are even better. All of SGI's proprietary alfalfa varieties, excluding SuperAurora, have FD ratings of 8-9 and therefore achieve optimum growth and forage production in Mediterranean to ~~products intended~~desert climates.

SGI has a number of developments within its breeding program pertaining to semi-dormant and highly non-dormant alfalfa varieties and tropical alfalfa seed varieties.

Additionally, SGI has a breeding and production platform of proprietary white clover varieties, including SuperHuia, SuperLadino, SuperHaifa and SuperHaifa II. Similar to SGI's alfalfa varieties, SGI's clover varieties produce comparatively higher seed yields. In fiscal 2014, clover sales represented 10% of SGI's total seed sales. SGI's white clover varieties are used for ~~human consumption.~~forage and ornamentation.

Currently, Europe, the Middle East and certain other parts of the world prohibit the sale of genetically modified organism ~~("GMO")~~(GMO) alfalfa. Therefore, historically, we have not employed genetic engineering in the breeding of our seed varieties, which permits our products to be sold throughout the world. ~~With~~As a result of the January 2011 deregulation by the U.S. Department of Agriculture (the "USDA") of Roundup ~~Ready~~Ready® alfalfa, a GMO product, Roundup ~~Ready~~Ready® alfalfa is currently being grown in the United States ~~currently~~ without any federal or state regulations governing field isolation and other protections.

Collaborative stewardship programs have been developed to facilitate the coexistence of GMO and non-GMO seed. For example, in 2010, the AOSCA launched its Alfalfa Seed Stewardship Program (the "ASSP"). The ASSP is a voluntary, fee-based certification program for the production of alfalfa seed to be sold into markets that prohibit the sale of GMO alfalfa. ASSP certification of seed fields includes testing for GMO material and observance of a minimum stated isolation distance of five miles from any GMO alfalfa seed production field. Also in 2010, the California Crop Improvement Association (the "CCIA") developed a web-based alfalfa seed field isolation "pinning" map for alfalfa seed production in the Western U.S. This map is intended to pin both GMO and non-GMO seed fields. Although beneficial to growers and customers alike these stewardship programs do not afford legal protection to non-GMO growers. We ~~are evaluating~~believe that our farming practices currently meet the ASSP and CCIA requirements, including the field isolation requirements.

We continue to evaluate our options with respect to incorporating biotechnology into our alfalfa seed traits and the resulting impact on our business strategy and operations. In April 2013, we entered into a license agreement with Forage Genetics to develop and commercialize seed varieties that incorporate proprietary traits, including the Roundup Ready® trait. This agreement further documented and formalized our previously announced collaboration with Forage Genetics and Monsanto to develop genetically modified versions of certain of our proprietary alfalfa varieties. This development of biotech seed varieties consists of several phases including lab work and field trials to confirm agronomic performance and trait efficiency of each developed variety. Upon completion of the field trials for any developed variety, we may elect to commercialize the variety and enter into a variety-specific license agreement with Forage Genetics pursuant to which we would pay certain royalties and access fees.

~~Due to~~As a result of the ~~current regulatory landscape, particularly with respect to~~increasing use of Roundup Ready® alfalfa by traditional hay farmers and the lack of federal or state rules requiring adequate isolation of Roundup ~~Ready~~Ready® alfalfa fields from conventional fields ~~in order~~ to prevent ~~cross-contamination,~~cross-pollination of GMO plants with non-GMO plants, we have experienced an increase in the number of seeds in recent harvests that have tested positive for the adventitious presence of GMO. To date, the low percentage of seeds that have tested positive has not undermined our ability to meet international demand, and we expect to be able to sell these seeds domestically and in other jurisdictions that permit the importation of GMO alfalfa at our customary prices for certified seed. Nevertheless, we are taking proactive steps to protect our seed crops to ensure we have sufficient seed to meet the demand for ~~sales into~~our varieties in international ~~markets, including acquiring land~~markets. These steps include seeking collaborative agreements, regulations, or other measures to ensure neighboring farms that raise GMO alfalfa in the San Joaquin Valley limit the extent to which they allow the flowering and cross-pollination of their GMO-based crops with our conventional non-GMO crops to occur; and expanding our contracted grower base in the Imperial Valley of California, where noto our knowledge GMO alfalfa is not yet being grown. ~~Alternatively, or in~~In addition, we may increase the use of leafcutter bees to ~~this step,~~pollinate our crops, because these bees do not form colonies and fly more limited ranges than honey bees, which makes the leafcutter bees less likely to bring GMO-bearing pollen into our fields. Finally, we ~~could decide~~plan to grow a portion of our ~~seed outside the U.S., although we have no current plans to do so.~~S&W varieties in South Australia.

~~During the 2012 fiscal year, we processed approximately 1.7 million pounds of seed on~~Processing is similar in our three ~~cleaning lines, which is less than 25%~~growing regions of ~~the capacity of our cleaning~~Australia, San Joaquin Valley (California), and processing facility. In future growing seasons, we could increase utilization of our processing facilities both by adding shifts and, where advisable, implementing further plant improvements that we believe would increase plant efficiency and provide additional benefits to our customers.

~~The production process is straightforward:~~Imperial Valley (California). Upon harvesting, our growers (or our employees, on those acres that we directly farm) collect raw seed in large truck-pulled containers loaded from combines on the fields. ~~We weigh each~~Each container is weighed as it arrives at ~~our~~a milling facility. Each lot is tagged with grower-specific lot numbers and its weight, then stored. ~~We then move seed into our milling facility,~~Seed is sent to ~~one of our operational seed cleaning~~seed-cleaning lines, where ~~we clean the seed, removing~~it is cleaned and foreign matter, such as ~~weeds.~~weeds, is removed. The seed is then stored in bulk. Upon the receipt of purchase orders, the seed is then weighed, bagged, palletized until ready for shipment and then shipped. Although ~~our basic cleaning~~the process is the same for each lot, we can treat specific seed pursuant to the customer's specifications, including chemical applications. Some export and domestic orders also require the seed to be coated, which we outsource to aIVM in the Imperial Valley or to an independent seed-coating company.

We take samples to assure that all noxious weed seed and inert material has been removed. As and when the samples are cleared by an official seed analysis report, we send the reports to the ~~CCIA~~appropriate agency for its certification. ~~Once~~

In future growing seasons, we could increase utilization of our processing facilities both by adding shifts and, where advisable, implementing further plant improvements that we believe would increase plant efficiency or provide additional services such as seed ~~is certified by the CCIA, we bag it in sacks for our domestic sales.~~coating.

We bag with the S&W logo, clearly identify each variety and label with a California certified label, known as the "blue tag." We also offer custom bags for customers with logos incorporated into the bag print. If seed is treated with a chemical of any kind, a treatment tag must also be placed on the bagged, finished product. Most of our seed sold into the domestic market is not chemically treated. If seed is used to satisfy an export order, we usually treat it with a widely used seed fungicide, and then bag for the order immediately prior to shipment.

All of our proprietary California seed is certified by the CCIA, and we bag it in sacks for our domestic sales. For specific foreign markets, additional pre-shipment testing may be required. Seed samples are sent to the Federal Seed Laboratory (U.S. Department of Agriculture) for shipments to Saudi Arabia and the majority of all other international shipments. Seed samples are sent to the California Department of Food & Agriculture Seed Laboratory for each lot of seed we market in Mexico ~~as this is required~~ in order to qualify for a Phytosanitary Certificate issued by the USDA, a requirement for all seed shipments to Mexico.

Unlike many seed varieties, particularly many kinds of vegetable seed, alfalfa seed improves with some aging. If we do have unsold seed at the end of the planting season, it can be stored and sold in the future years.

SGI's growers contract directly with independent mills in the southeast region of Southern Australia for the cleaning and preparation of SGI's varieties. Four milling facilities are used by SGI's grower to clean and process the majority of SGI alfalfa seed, and one company, Tatiara Seeds Pty Ltd, which owns two of the four milling facilities, processes approximately 70% of seed grown for SGI. One other milling facility cleans the majority of SGI's white clover. The SGI growers are required to deliver seed that meets SGI's processing specifications, based on international and domestic certification standards. In a typical year, approximately 90-95% of product received from the growers meets SGI's specifications.

We primarily sell high quality proprietary "non-dormant" seed varieties to those parts of the world with hot, arid climates. Our primary geographical focus inis the Middle East and North Africa, although we currently sell to customers in a broad range of areas, including the Western U.S., Mexico, South America, Middle East and Africa, as well as other countries with Mediterranean climates. Unlike in cooler climates, the geographic areas on which we concentrate are able to sustain long growing seasons and therefore alfalfa growers can benefit from our high-yielding, non-dormant varieties. ~~In future years, we~~We expect to expand geographically into colder climates where our ~~newly-acquired~~newly acquired dormant ~~variety seed~~varieties should be expected to thrive.

Revenues for fiscal 2013 and fiscal 2014 were $37,338,258 and $51,533,643, respectively. Our customers are primarily our distributors, dealers and, to a lesser extent, the end user, namely, a corporate or individual farmer. Our distributors and dealers, in turn, sell to farmers, consisting primarily of dairy farmers, livestock producers and merchant hay growers.

Although we have a sales team ~~of five people,~~ we primarily sell our seed through our network of distributors and dealers, as well as through the services of seed brokers. We do not have formal distribution agreements with most of our distributors, but instead operate on the basis of purchase orders and invoices. We believe that selling through dealers and distributors enables our products to reach hay growers in areas where there are geographic or other constraints on direct sales efforts. We select dealers and distributors based on shared vision, technical expertise, local market knowledge and financial stability. We build dealer/distributor loyalty through an emphasis on service, access to breeders, ongoing training and promotional material support. We limit the number of dealers and distributors with whom we have relationships in any particular area in order to provide adequate support and opportunity to those with whom we choose to do business.

Historically, all of our international sales were made to U.S. distributors who then, in turn, sold our seed into foreign markets. However, our approach to international sales has shifted, and most of our sales are now made to non-U.S. customers. Through our distributors, our primary export market has been Saudi Arabia and, to a lesser extent, other Middle Eastern countries and African countries, including Sudan and Morocco. We also market in Mexico and, to a ~~very~~ small degree, other Latin American countries, which we view as an important area for potential expansion.

At the end of fiscal 2011, our longstanding distributor in the Middle East and North Africa closed its business, and we purchased the customer list from the owner in July 2011. With the cooperation of our former distributor and the consulting services of its owner, we began selling directly to that former distributor's customers. Sorouh Agricultural Company, one of the Saudi Arabian customers to whom we first began selling directly in July 2011, represented approximately 67% of our consolidated revenue in fiscal 2012. We expect this customer to represent a significant portion of our revenue in fiscal 2013 as well. The loss of this customer would have a material adverse effect on our business unless we were able to offset the lost alfalfa seed revenue with sales from other alfalfa seed customers or other sources. We do not have a written contract with this customer requiring it to purchase any specific quantity of seed; however, we believe our relationship with this customer is strong. In fiscal 2012, we expanded our presence in the Middle East and Africa by reaching additional customers in Sudan and Morocco, none of whom represented ten percent or more of our annual revenue in fiscal 2012, but all of whom, collectively, represent what we believe to be an important growth opportunity for the future. International sales represented 70% of our total revenue for the 2012 fiscal year.

Most of our international marketing efforts are accomplished through face-to-face meetings with our existing and potential customers, and their end ~~users and governmental officials.~~users. In addition, we participate in international trade shows to boost our international presence and sales efforts.

Domestically, we market our alfalfa seed in California, Arizona, New Mexico, Texas and Nevada. We anticipate broadening our domestic geographic reach in the future as we add ~~more~~additional lower dormancy certified varieties to our current offerings. Domestic seed marketing is based primarily upon the dormancy attributes of our varietals as suited to climates in target markets. Since our marketing efforts in California have been somewhat limited in recent years, we believe there are opportunities to expand our sales volume in California by implementing a marketing program that will reach beyond the network of customers and end users with whom we typically transact business. We launched this new marketing effort in late June 2010, with our first ever radio advertising campaign in order to educate local alfalfa hay growers in California's Central Valley as to the benefits of our high yield, non-dormant, salt-tolerant certified alfalfa seed varieties.

The price, terms of sale, trade credit and payment terms are negotiated on a customer-by-customer basis. Our arrangements with our distributors do not include a right of return. Typical terms for domestic customers require payment in full within 60 days of the date of shipment. Sales to our international customers are either paid in advance of shipment or typically within 90 days of shipment. Our credit policies are determined based upon the long-term nature of the relationship with our customers. Credit limits are established for individual customers based on historical collection experience, current economic and market conditions and a review of the current status of each customer's trade accounts receivable.

Both farmers (dairy farmers and hay growers) and dealers use pest-control advisors who recommend the varieties of alfalfa that will produce the best results in a particular location. Therefore, a key part of our marketing strategy is to educate the consultants, as well as the farmers, as to benefits of our seed varieties.

We believe that our best marketing tool is the dissemination of information regarding the quality and characteristics of our propriety seed varieties of those persons who make the hay growing decisions. Accordingly, we plan to continue to expand our sales and marketing activities, a process that began shortly after our initial public offering. We intend to continue to place advertisements in trade journals, participate in seed industry conferences and trade shows and engage in various other educational and outreach programs as we deem appropriate.

SGI sells a majority of its proprietary alfalfa seed (approximately 70-90% of its total sales per year) into Saudi Arabia, the United States and Argentina. SGI sells the bulk of its proprietary clover seed to China, Europe and the U.S. Similar to S&W Seed, SGI has historically relied upon a network of distributors to market and sell its products.

In marketing its products, SGI's initial impetus was to gain market penetration through the sale of improved versions of proven varieties (e.g., SuperSiriver and SuperAurora) in the market place at competitive pricing. Subsequently, SGI used its established market presence to launch additional superior varieties such as SuperSonic. SGI utilizes a variety of distribution strategies. Through distribution arrangements SGI's proprietary varieties are marketed directly as SGI brands or under customer brand labels, and strategic allocations of full and partial exclusivity rights are made in specific countries and geographical regions to incentivize distributors to establish markets for SGI products.

Historically, we fulfilled all of our alfalfa seed requirements under contracts with farmers primarily located in the San Joaquin Valley of California. Although for the foreseeable future, we expect to contract out the majority of our seed production, we have ~~increasingly~~ expanded our internal S&W farming operation. In fiscal 2011, we began direct farming approximately ~~900~~800 leased acres located in Kern County. In fiscal 2012, we entered into a ~~one year~~one-year lease of additional farmland in Madera County and contracted with a farming corporation in Merced County to grow seed on our account. In early fiscal 2013, we both purchased and leased farmland in California's Imperial Valley on which we ~~expect to plant~~planted additional acreage devoted to alfalfa seed. We believe that by controlling a portion of our acreage, either by lease or purchase, we will be better able to source our proprietary varieties at competitive prices. However, with this strategy comes the potential risks and rewards of farming and, like our growers, this subjects us to factors such as weather, insect pressure and other farming risks.

Except for our Imperial Valley production, most of our California growers are located no more than an hour's drive from our processing facility in the San Joaquin Valley. Triangle T Ranch, WC Davis Farms, and Imperial Valley Milling collectively accounted for approximately 64% of our total seed purchased in fiscal 2012. Triangle T Ranch is winding down its operations and will no longer be a significant grower for us. Although the loss of any of these growers could impact our ability to have sufficient inventory available to satisfy the needs of our customers, we believe that our successful efforts to secure additional acreage for seed production by lease or purchase in fiscal ~~2011, 2012~~2013 and ~~2013~~2014 have significantly offset the potential risk that we might not have sufficient seed were we to lose the services of one of our currently major growers. Generally, we enter into contracts to purchase seed, and we intend to continue that practice as it is the typical in the industry.

These contracts range from one to three years, include a price for the seed that we fix annually, and that generally does not vary from grower to grower or variety to variety. Under these contracts, we pay our growers based on the weight of cleaned and processed seed. We have multi-year contracts with one large grower under the terms of which we have agreed to a fixed price per acre, and we assume the farming risk.

Alfalfa seed is an extremely demanding crop to grow, and many farmers do not have the skill or experience needed to consistently obtain satisfactory results. Our network of growers has that expertise. We have worked with many of the same growers for much of the past 25 years, and we believe that we have strong relationships with them. We allocate our seed production among our growers so that we can purchase the proper mix of seed varieties each year. The growers and our internal farming operation incur the greatest cost in the first year of production, when they plant seed, eradicate weeds and pests and manage the pollination process; they then may be able to harvest seed from the same stands for several additional years, with the average alfalfa seed field producing for three years. We believe we have the ability to expand our production with our existing growers, although we also believe that we could contract with additional growers if our current network of growers and our own acreage could not fulfill our needs as we expand our business or otherwise.

As of June 30, 2014, SGI had contracts with approximately 150 individual growers ~~must~~in Western Victoria and South Australia to grow its alfalfa seed varieties on a total of approximately 20,000 irrigated and 8,000 non-irrigated acres. In the Southern Hemisphere, alfalfa seed is grown counter seasonally to the Northern Hemisphere, and is harvested annually, in March through early May. Seed yields for the past three fiscal years have averaged 450 pounds per acre from the irrigated fields and 50 to 100 pounds per acre from the non-irrigated fields. As of June 30, 2014, SGI had contracts with approximately 20 individual growers in Tasmania and South Australia to grow its white clover varieties on a total of approximately 1,200 acres. White clover is harvested annually, in January through February. Seed yields for the past three fiscal years have averaged approximately 500 pounds per acre.

Under its current form of seed production agreement, SGI provides foundation seed to each grower and grants each grower a license to use its seed for the purposes of production of seed for sale to SGI. Each grower is responsible for all costs of the crop production. Title in the produced seed passes to SGI upon it being certified compliant; and, if the seed is not compliant, title will only pass to SGI upon SGI's further agreement to purchase the non-compliant seed. SGI uses a staggered payment system with the growers of its alfalfa and white clover and the payment amounts are based upon an estimated budget price ("EBP") for compliant seed. EBP is a forecast of the final price that SGI believes will be achieved taking into account prevailing and predicted market conditions at the time the estimate is made. Following the grower's delivery of uncleaned seed to a milling facility, SGI typically pays 40% of the EBP to the grower based on a percentage of the pre-cleaning weight. Following this initial payment and prior to the final payment, SGI will make a series of

scheduled progress payments and, if applicable, a bonus payment for "first grade" (high quality) alfalfa seed. The final price payable to each grower (and therefore the total price) is dependent upon and subject to adjustment based upon the clean weight of the seed grown, on the average price at which SGI sells the pooled seed and other costs incurred by SGI. Accordingly, the total price paid by SGI to its grower may be more or less than the EBP. SGI's seed production agreements for alfalfa provide for an initial term of seven years and an optional renewal term of three years. SGI's seed production agreements for white clover provide for an initial term of two years and an optional renewal term of one year. Historically, SGI has not required its growers to harvest seed in every year under the seed production agreement. Some growers have elected to have non-harvest years, and their ~~stock~~alfalfa is cut for hay or used for grazing instead of being harvested for seed ~~directly~~production.

SGI finances the purchase of most of its seed inventory from ~~us. Although~~growers pursuant to a ~~contractual right~~seasonal credit facility with National Australia Bank Limited ("NAB"). The current facility expires on January 1, 2015 (the "NAB Facility Agreement") and, as of ~~return does not exist,~~June 30, 2014, $7,583,405 was outstanding under this facility.

The NAB Facility Agreement comprises several facility lines, including an overdraft facility (AUD $980,000 limit which translated to USD $923,062 at June 30, 2014) and an interchangeable market rate facility and an overseas bills purchased facility (AUD $9,000,000 combined limit which translated to USD $8,477,100 at June 30, 2014). The market rate facility is to be reduced in stages according to the following schedule: AUD $7,000,000 by October 31, 2014; AUD $6,000,000 by November 30, 2014; and AUD $5,500,000 by December 31, 2014.

SGI may access the facilities in combination; however, each facility bears interest at a unique interest rate calculated per pricing period--an interval (ranging from 7 to 180 days) between interest rate adjustments. Each facility's interest rate is calculated as the sum of an applicable indicator rate plus customer margin. The indicator rate for the market rate facility is equal to the "bid rate" quoted on the Bank Bill Swap Bid (BBSY) page of the Reuters Monitor System at or about 10:15 am Sydney Time on the banking date immediately preceding the commencement of the applicable pricing period. Under the market rate facility the customer margin is equal to 2.35% per annum. Currently, SGI's facilities accrue interest at approximately the following effective rates: market rate facility, 6.6% calculated daily; overseas bills purchased facility, 3.6% to 3.9% calculated daily; and overdraft facility, 7.6% calculated daily.

For all NAB facilities, interest is payable each month in arrears. In the event of a default, as defined in the NAB Facility Agreement, the principal balance due under the facilities will thereafter bear interest at an increased rate per annum above the interest rate that would otherwise have been in effect from time to time ~~we will allow growers~~under the terms of each facility (e.g., the interest rate increases by 4.5% per annum under the market rate and overdraft facilities upon the occurrence of an event of default).

The NAB facility is secured by a fixed and floating lien over all the present and future rights, property and undertakings of SGI. The NAB facility contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to ~~return unused alfalfa seed~~accelerate SGI's outstanding obligations, all as set forth in the NAB Facility Agreement. SGI was in compliance with all NAB debt covenants at June 30, 2014.

Effective April 21, 2014, the Company agreed to usbecome the guarantor for ~~credit against future sales. These infrequent product returns are a result of seed delivered~~the NAB Facility and thereby release the SGI's founders from their personal guarantees to NAB. Pursuant to the ~~grower's farm at the time of planting that was found to be in excess~~terms of the ~~amount needed~~guarantee, in the event of a payment default by SGI and the NAB's exhaustion of all available remedies under the NAB Facility, the Company agrees to ~~fully plant~~pay all unpaid amounts due and owing from SGI to NAB under the ~~grower's farmland. These credits issued~~NAB Facility up to ~~growers are small and infrequent. If a right of return existed in our seed business, sales revenue would be reduced at the time of sale to reflect expected returns.~~AUD $10.0 million.

In addition to processing seed for our alfalfa seed business, we also provide milling services, including cleaning, conditioning and bagging, for other growers' alfalfa seed, as well as small grains, such as barley, wheat and triticale. We believe cleaning and conditioning small grains is a valuable service that we can make available to neighboring growers, and in the future we will try to expand this portion of our business as a means of increasing our revenue and increasing the utilization of our mill.

We believe that the ~~FDA's~~U.S. Food and Drug Administration's (the "FDA") GRAS no objections letters issued in December 2008 with respect to the stevia extract, Reb-A, opened a previously largely untapped market for high quality stevia leaf production in the U.S. The dramatic rise in sales of processed stevia and products that incorporate stevia as a sugar substitute since the beginning of 2009 ~~support~~supports this belief.

Therefore, in fiscal 2010, we laid the groundwork for the commercial production of stevia in California's Central Valley by conducting trials on sample stevia material sourced from stevia plant breeders in India, China and Paraguay. We planted our first small-scale commercial crop of stevia in May and June 2011 and completed the first harvest and its first small-scale shipment of dried stevia leaf under a previously signed supply agreement during the second quarter of fiscal 2012. ~~We planted~~In May 2013, as the result of substantial herbicide damage to our ~~second~~then-existing stevia crop, we determined to shift the focus of our stevia program away from commercial ~~crop of stevia in June and July 2012, which consisted of approximately 156 acres. We currently have a total of approximately 270 acres planted for stevia~~ production and ~~will be harvesting~~towards the breeding of improved varieties of stevia. As a further result of these damaged crops, we recorded a crop loss on stevia intotaling $2,333,123 for the ~~fall of 2012.~~year ended June 30, 2013.

WeIn our breeding program, we have identified stevia plant lines that we believe grow to heights and plant mass that ~~exceed any~~compare favorably to the results ~~ever obtained~~for stevia plants grown in China and Paraguay, which have historically been the primary regions for growing ~~stevia before we began our stevia operation in California.~~stevia. Our lines contain high overall steviol glycosides, including Reb A, Reb B and Reb C. ~~Although they contain lower percentages of Reb A than our current commercial lines, we~~We anticipate breeding these new lines with their higher overall steviol glycosides. We have been recently conducting extensive HPLC sample testing of stevia plants under development and will be making further selections and crosses of these plants this season based upon test results. The goal is to develop a stevia plant with an inherently pleasant taste profile, a large and hardy plant mass, and high Reb A content. We are focused on developing our proprietary stevia germplasm into commercial varieties.

At this time, we are evaluating several strategies with respect to future commercial applications for our proprietary stevia, including commercial production of "dry leaf" stevia. We believe that ~~the method for growing alfalfa plants or other California crops for seed can be adapted to~~a California-sourced product such as this will have wide appeal among those consumers seeking a natural, non-caloric, sugar substitute. Presently, there are no commercial scale stevia and the production of stevia plants. We further believe that our existing grower base will in the future provide a scalable production platform for large scale cultivation of stevia in the San Joaquin Valley, although we currently plant and harvest all of the stevia we sell.

~~Our processing facility,~~extraction facilities located in the heart of California's San Joaquin Valley, is within a short distance of farmland that we currently have planted, as well as additional farmland we believe is well suited for stevia production. After harvest, we will process the stevia, which will primarily involve separating the leaves from the stems, drying the leaves and packaging them, and will then market and sell the dried stevia leaf to companies that process it for its derivatives (primarily Reb-A) for incorporation into food and beverages.

In July 2010, we entered into a five-year supply agreement with PureCircle Sdn Bhd, a major stevia processor. Under this agreement, PureCircle has agreed to purchase our production of stevia that is grown from plants sourced through that company or its agents, up to certain maximum amounts. Our goal is to select or breed varieties that produce the highest Reb A content stevia under our local growing conditions, which we believe will be desired by our future customers. The supply agreement does set certain minimum specifications for Reb-A content and other factors, and our stevia cultivation program has focused on developing varieties that meet the stated requirements.

~~Although minimal in amount, we recorded our first stevia revenue in connection with the supply agreement during fiscal 2012.~~U.S.

~~Sale of~~Our alfalfa seed business is ~~affected by~~ seasonal, ~~planting patterns~~and historical sales of ~~farmers in the geographical areas in which our seed varieties are sold. Our sales and earnings performance typically is the strongest~~S&W have been concentrated in the first six months of our fiscal year (July through December) when customers are planting their fields. This coincides with the period during which seed growers harvest and ~~second fiscal quarters. As~~deliver seed to us. We contract with growers based upon our anticipated market demand; we mill, clean and stock the seed during the harvest season and ship from inventory throughout the year. The acquisition of Australian-based SGI on April 1, 2013 provides us with a ~~result of~~geographically diversified and year-round production cycle. This will likely mitigate the ~~seasonal nature~~seasonality of our business as the fourth quarter is typically a significant sales quarter for our ~~alfalfa~~newly acquired Australian operation. Tests show that seed that has been held in inventory ~~is at its highest level at the~~for over one year improves in quality. Therefore, provided that we have sufficient capital to carry additional inventory, we may increase our seed purchases and planned season end ~~of the first fiscal quarter (September 30) and is reduced by sales during the remaining quarters. Our working capital requirements are typically greatest~~inventory if, in our ~~second~~judgment, we can generate increased margins and ~~third fiscal quarters (between October and March) since payments~~revenue with the aged seed. This will also reduce the potential for inventory shortages in the event that we have higher than anticipated demand or other factors, such as growers electing to ~~growers are largely deferred until this time. Our trade receivables increase through the selling season and typically peak at the end of the second fiscal quarter.~~

plant alternative, higher priced crops, reducing our available seed supply in a particular year.

We experience seasonality in capacity utilization at our Five Points, California facility associated with the alfalfa seed harvest (typically September and October) and, to a lesser extent, the wheat harvest (typically June, July and August).

Although our commercial stevia operations have not yet grown to a point in which seasonality is a material issue, we expect that we will be harvesting stevia in the fourth, first and second fiscal quarters. After drying and packaging, we will promptly ship the product to the customer and would expect payment within 30 to 60 days. Accordingly, our stevia operations will also have a seasonal component but, to some extent, will offset the seasonality of our alfalfa seed business.12

Ownership of and access to intellectual property rights are important to us and our competitors. We sell only our proprietary alfalfa seed varieties that have been specially selected to manifest the traits we deem best suited to particular regions in which our seed is planted for alfalfa hay. Our ability to compete effectively is dependent upon the proprietary nature of the seeds, seedlings, processes, technologies and materials owned by or used by us or our growers. If any competitors independently develop any technologies that substantially equal or surpass our process technology, it will adversely affect our competitive position. We do not rely upon patent protection, but guard our proprietary property by exercising a high degree of control over the supply chain. As part of this control process, we require our growers to deliver back to us all seed derived from our proprietary varieties. Historically, we have found that this control mechanism has been an effective means to protect our proprietary seed. However, because we do not have more formal proprietary rights protections in place, it would be possible for persons with access to our seed or plants grown from our seed to potentially reproduce proprietary seed varieties, which could significantly harm our business and our reputation. In the future, we may deem it appropriate to implement more formal proprietary rights protections.

We are also developing proprietary stevia lines, although to date, we do not claim that we have any special proprietary rights regarding our stevia plants or operations. We will continue to evaluate the means and methods of protecting our rights as our stevia operations grow.

SGI registers its varieties under the Plant Breeder's Rights Act 1994 (Cth) (the "PBR Act"). Currently the varieties SuperSequel, SuperSiriver, SuperAurora, SuperSonic, SuperStar, SuperSiriver II, SuperLadino, SuperHuia and SuperHaifa are protected under the PBR Act and the SuperNova variety is protected under the PBR Act. Seed from varieties with plant breeder's rights ("PBR") protection can only be bought from the PBR registrant, commercial partner, licensee or an agent authorized by the registrant. Exceptions exist for use of a PBR variety, including for private and non-commercial purposes, for experimental purposes, and for breeding other plant varieties. PBR protections last for 20 years in Australia in respect of registered plant varieties, and generally for 20 years in other member countries of the International Union for the Protection of New Varieties of Plants ("UPOV"), an international convention concerning plant breeder's rights. There are currently more than 70 countries that are members of the UPOV.

SGI has licensed production and marketing rights of several of its varieties in exchange for royalties.

In addition to PBR and licensing arrangements, SGI controls dissemination of its proprietary lines by including a demand right in its form of seed production agreement for the return of unused foundation seed if a grower fails to propagate the seed within 60 days after the grower's acquires it.

Competition in the alfalfa seed industry in California and internationally is intense. We face direct competition by other seed companies, including small family-owned businesses, as well as subsidiaries or other affiliates of chemical, pharmaceutical and biotechnology companies, many of which have substantially greater resources than we do.

Our principal competitors in our alfalfa seed business are Forage Genetics International (a subsidiary of Land O' Lakes, Inc.), ~~Cal/West Seeds (a cooperative of seed growers),~~ Dairyland Seed Co., Inc. (owned by Dow AgroSciences LLC, a ~~wholly-owned~~wholly owned subsidiary of The Dow Chemical Company), ~~Imperial Valley Milling, Top Notch Corporation,~~ Seed Services, ~~and~~Inc., Pioneer Seed Company (a Dupont business). and Pacific International Seed Company, Inc. We believe that the key competitive drivers in the industry are proven performance, customer support in the field and value, which takes into account not simply the price of the seed but also yield in the field. In addition, we believe that our strong personal relationships with growers in the San Joaquin Valley and our reputation for breeding and producing ~~high quality~~high-quality varieties of alfalfa seed that manifest the traits the farmers need combine to give us a competitive advantage in the niche market for high salt- and heat-tolerant, non-dormant alfalfa seed.

In addition to our competitors, SGI's principal regional competitors in the proprietary alfalfa seed market are PGG Wrightson Seeds Limited and Heritage Seeds Pty. Ltd. Blue Ribbon Seeds Pty. Ltd., PGG Wrightson, Heritage Seeds, Naracoorte Seeds Pty. Ltd., Seed Distributors Pty. Ltd. and various other minor companies compete with SGI through sales of Siriver, a common alfalfa variety. SGI also faces competition from lower value alfalfa seed produced in the European Union and, to a lesser extent, Argentina. With the exception of Blue Ribbon Seeds, SGI faces similar competitors in its proprietary white clover business. These companies compete with SGI for acres and in sales by selling Haifa, a common white clover variety. Competitively priced white clover is also produced and sold from the European Union and New Zealand.

Despite the advantages we perceive we, including SGI, have over many of our competitors, many of our existing and potential competitors have substantially greater research and product development capabilities and financial, marketing and human resources than we do. As a result, these competitors may:

We are a new entrant in the stevia production business and do not expect to compete with companies that process stevia for the food and beverage industry. Our major competitors are existing stevia producers, primarily located in Asia, and more particularly in China and Vietnam, where stevia has been grown for many years. We believe we are the only company currently commercially planting stevia in California. The vast majority of the stevia farmers are subsistence-based farmers in the developing world. While we are not aware of any significant domestic competitors in the "dry leaf" production or stevia extraction markets. Currently, there are ~~farmers~~no commercial scale stevia extraction facilities located in the U.S. PureCircle Sdn Bhd operates extraction facilities in China and ~~companies beginning to plant stevia for~~if we enter into the commercial ~~production. We expect that additional competitors, both foreign and domestic, may enter the stevia farming~~extraction business ~~as stevia extracts are incorporated in more food and beverage products, thereby increasing the demand for stevia leaf.~~it would be a global competitor of ours.

Our agricultural operations are subject to a broad range of evolving environmental laws and regulations. These laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Comprehensive Environmental Response, Compensation and Liability Act.

These environmental laws and regulations are intended to address concerns related to air quality, storm water discharge and management and disposal of agricultural chemicals relating to seed treatment both for domestic and overseas varieties. We maintain particulate matter air emissions from our milling activities below annual tonnage limits through cyclone air handling systems. We maintain storm water onsite, which eliminates the risk of waterway or tributary contamination. Pesticide and agricultural chemicals are managed by trained individuals, certified and licensed through the California Department of Pesticide Regulation. County agricultural commissioners monitor all seed-treating activity for compliance.

Compliance with these laws and related regulations is an ongoing process that is not expected to have a material effect on our capital expenditures, earnings or competitive position. Environmental concerns are, however, inherent in most major agricultural operations, including those conducted by us, and there can be no assurance that the cost of compliance with environmental laws and regulations will not be material. Moreover, it is possible that future developments, such as increasingly strict environmental laws and enforcement policies thereunder, and further restrictions on the use of agricultural chemicals, could result in increased compliance costs.

We also are subject to the Federal Seed Act (the "FSA"), which regulates the interstate shipment of agricultural and vegetable seed. The FSA requires that seed shipped in interstate commerce be labeled with information that allows seed buyers to make informed choices and mandates that seed labeling information and advertisements pertaining to seed must be truthful. The FSA also helps promote uniformity among state laws and fair competition within the seed industry.

Because, under our existing business plan, we will only be acting as a breeder and supplier of stevia leaf and will not be extracting Reb-A or other derivatives from the leaves or adding such derivatives to any food or beverages, we believe that we do not need to apply to the FDA for a GRAS ~~no objections~~no-objections determination or any other FDA approval. However, should our plans with respect to stevia cultivation and processing expand in future years, we will then reexamine the advisability of seeking a GRAS determination or other FDA approval. We do not believe that our current stevia operations are subject to any special regulatory oversight.

Internationally, we are subject to various government laws and regulations (including the U.S. Foreign Corrupt Practices Act and similar non-U.S. laws and regulations) and local government regulations. To help ensure compliance with these laws and regulations, we have adopted specific risk management and compliance practices and policies, including a specific policy addressing the U.S. Foreign Corrupt Practices Act.

We are also subject to numerous other laws and regulations applicable to businesses operating in California, including, without limitation, health and safety regulations.

Our Australian operations are subject to a number of laws that regulate the conduct of business in Australia, and more specifically, SGI's agricultural activities. Laws regulating the operation of companies in Australia, including in particular the Corporations Act 2001 (Cth) are central to SGI's corporate actions and corporate governance issues in Australia. Competition laws and laws relating to employment and occupational health and safety matters are also of fundamental importance in the Australian regulatory environment. These include the Competition and Consumer Act 2010 (Cth), the Fair Work Act 2009 (Cth), the Work Health and Safety Act 2012 (SA) and related regulations. Notably Australian employment laws are much more favorable to the employee than U.S. employment laws.

SGI's intellectual property rights in Australia are protected and governed by laws relating to plant breeder's rights, copyright, trademarks, the protection of confidential information, trade secrets and know-how. These include the PBR Act, the Copyright Act 1968 (Cth), the Trade Marks Act 1995 (Cth) and related regulations.

Our Australian operations are also subject to a number of environmental laws, regulations and policies, including in particular the Environment Protection Act 1993 (SA), the Agricultural and Veterinary Products (Control of Use) Act 2002 (SA), the Genetically Modified Crops Management Act 2004 (SA), the Dangerous Substances Act 1979 (SA), the Controlled Substances Act 1984 (SA) and related regulations and policies. These laws regulate matters including air quality, water quality and the use and disposal of agricultural chemicals.

As of ~~September 21, 2012, we~~June 30, 2014, S&W had ~~nine~~34 full-time employees and 202 part-time, seasonal employees. Of the 34 full-time employees, ~~four work in operations, one works in sales and four are in executive and/or administrative positions. All~~10 of ~~the 20 part-time, seasonal employees work in operations.~~which employed by SGI. Our labor requirements typically peak during the first fiscal quarter, when we generally use temporary labor to supplement our full-time work force. We also retain consultants for specific purposes when the need arises. None of our employees is represented by a labor union. We consider our relations with our employees to be good.

Our principal business began operating as a general partnership in 1980. The corporate entity was incorporated in Delaware in October 2009 ("S&W Delaware"). Between June 2008 and December 2009, the general partners sold 85% of their partnership interests to our wholly-owned subsidiary, Seed Holding, LLC, a Nevada limited liability company. In January 2010, S&W Delaware acquired the 85% interest in the partnership from the members of Seed Holding in exchange for 3,000,000 shares of S&W Delaware common stock, making S&W Delaware the sole member of Seed Holding. In May 2010, S&W Delaware purchased the remaining 15% of the partnership, resulting in Seed Holding owning 100% of the former partnership.

In December 2011, S&W Delaware consummated a merger (the "Reincorporation") with and into its wholly-owned subsidiary, S&W Seed Company, a Nevada corporation ("S&W Nevada"), pursuant to the terms of an Agreement and Plan of Merger entered into by S&W Nevada and S&W Delaware. As a result of the Reincorporation, we are now a Nevada corporation. Unless the context otherwise provides, references to "we", "us," "our," "S&W Seed Company," or the "company" generally refer to S&W Seed Company, a Nevada corporation, our predecessor entities - S&W Seed Company, a Delaware corporation and S&W Seed Company, a general partnership -office is located at 25552 South Butte Avenue, Five Points, CA 93624, and our ~~wholly-owned subsidiaries, Seed Holding, LLC, a Nevada limited liability company, and Stevia California, LLC, a California limited liability company.~~telephone number is (559) 884-2535. Our website address is www.swseedco.com. Information contained on our website or any other website does not constitute part of this Form 10-K.

Mr. Grewal was appointed our President, Chief Executive Officer and a director in October 2009. Beginning in February 2009 until October 2009, he provided advisory services to S&W Seed Company, our predecessor general partnership (the "Partnership"). He became our full-time employee in October 2010. Since October 2009, he also has held the title of President and manager of our subsidiary, Seed Holding, LLC. Mr. Grewal served as the Chief Executive Officer, President and Farm Manager of Chowchilla, California-based Triangle T Partners, LLC ("TTP") from August 2009 through October 2010 and held the same positions with Triangle T Ranch, Inc. ("TTR"), the parent of TTP during the same period. At TTP and TTR, Mr. Grewal was responsible for all operations involved in farming a 13,000 acre diversified farming operation. From January 2006 until he joined TTR, Mr. Grewal was the principal of Grewal Consulting, in Lemoore, California, where he addressed water, land, drainage and fertilizing, herbicide and insecticide management issues. From February 2005 to December 2006, Mr. Grewal served as the Chief Operations Officer of SK Foods, in Lemoore, California, a leading grower and processor of vegetable products for remanufacturers, retail and foodservice markets ("SK Foods"). His responsibilities included being in charge of procuring raw products to ensure proper plant production, with the goal of maximizing cost benefits. Prior thereto, Mr. Grewal served in various executive management and operational roles for over 26 years with JG Boswell, Co., in Corcoran, California, a very large grower of agricultural crops. From 1999 to February 2005, Mr. Grewal served as the Vice President of Ranching and a member of the Board of Director of JG Boswell, Co. At both SK Foods and JG Boswell, he managed over 300 employees. Mr. Grewal is Chairman of the Plant Science Advisory Council of California State University and a member of the Leadership Committee of California State University, Fresno. Mr. Grewal earned a B.S. in Agronomy from California State University, Fresno, and an M.A. in Leadership from Saint Mary's College, Moraga, California.

~~Matthew K. Szot, age 38, Senior Vice President of Finance and Chief Financial Officer~~

Mr. Szot was promoted to Senior Vice President in November 2011. Prior thereto, he had served as our Vice President of Finance since March 2010. He is our Chief Financial Officer. From February 2007 until October, 2011, Mr. Szot served as the Chief Financial Officer for Cardiff Partners, LLC, a strategic consulting company that provides executive financial services to various publicly traded and privately held companies. From July 2011 until October, 2011, Mr. Szot has also served as the Chief Financial Officer for CommerceTel Corporation. From 2003 to December 2006, Mr. Szot served as Chief Financial Officer and Secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. Mr. Szot also served as Chief Financial Officer of Trans-Pacific Aerospace Company, Inc. from June 2009 to October 2010 and as Chief Financial Officer of Management Energy, Inc. from January 2009 to September 2010. Mr. Szot has a Bachelor of Science degree in Agricultural Economics/Accountancy from the University of Illinois, Champaign-Urbana and is a Certified Public Accountant in the State of California.

~~Daniel Z. Karsten, age 45, Executive Vice President of Operations and Chief Operating Officer~~

From August 2008 until February 2010, Mr. Karsten served as Plant Manager for our Five Points facility, maintaining overall responsibility for our manufacturing operations. He was appointed to the position of Vice President of Operations and Chief Operating Officer in February 2010 and Executive Vice President in June 2010. From March 2005 until he joined our company in August 2008, Mr. Karsten was Production Manager and Safety Officer for Colusa County Canning, a canning and industrial bulk tomato processing company located in Williams, California, where his responsibilities included operations, maintenance, compliance with facility safety and environmental requirements and supervision of a crew of 200-450 seasonal and non-seasonal employees.

Our earnings can be negatively impacted by declining demand brought on by varying factors, many of which are out of our control. By way of example, ~~our earnings declined significantly in fiscal 2011, largely driven by a decline in demand by end users both domestically and internationally. The~~the severe downturn in the California dairy industry in recent years that resulted from over-supply ~~has~~of dairy had a ~~corresponding~~ negative effect on sales of alfalfa ~~hay. Therefore~~hay, and as a result, the demand for our alfalfa seed in the domestic market ~~declined during fiscal 2011. In fiscal 2011,~~declined. At times, the demand for our certified seed has also ~~severely~~ declined in the Middle East ~~which historically has been a significant market. The decline was primarily~~as the result of common, uncertified seed flooding the market at lower prices than those at which we were willing to sell our certified seed. ~~As a result of this price competition, the demand for our proprietary seed materially declined in~~In fiscal ~~2011. Fiscal~~ 2012 ~~saw a rebound as~~and continuing into fiscal 2013, many of these factors corrected themselves, but these circumstances could continue or reoccur, and our earnings could again be negatively impacted. In addition, demand for our products could decline because of ~~ordinary, more expected,~~other supply and quality issues or for any other reason, including products of competitors that might be considered superior by end users. A decline in demand for our products could have a material adverse effect on our business, results of operations and financial condition.

Market prices for our alfalfa seed can be impacted by factors such as the quality of the seed and the available supply, including whether lower quality, uncertified seed is available. Growing conditions, particularly weather conditions such as windstorms, floods, droughts and freezes, as well as diseases and pests and the adventitious presence of GMO, are primary factors influencing the quality and quantity of the seed and, therefore, the market price at which we can sell our seed to our customers. A decrease in the prices received for our products could have a material adverse effect on our business, results of operations and financial condition.

Our profitability is vulnerable to cost ~~of seed production is increasing, which could impact our profitability and margins.~~increases.

~~We have seen our~~Future increase in costs such as the costs of growing seed continue to increase because our growers can elect to grow more profitable crops on their farmland. In order to ensure that we have adequate inventory to satisfy our customers' requirements, we have had to increase the amount we pay ourthrough growers or make different contractual arrangements from our historical standard terms. In addition, we have begun to grow some of our seed ourselves, thereby incurring the farming-related costs of production that we avoid when we contract out all of our seed production. These factors, both separately and together,by us internally, could cause our margins and profitability to decline unless we are able to pass along the increased price of production to our customers. We may not be able to increase the price of our seed sufficiently to maintain our margins and profitability in the future.

We could encounter farming-related problems unrelated to natural disasters, crop disease and other normal agricultural risks.

In fiscal 2012, we began growing a portion of our own alfalfa seed while still continuing to contract for the majority of our planted acreage with ~~third party~~third-party farmers. A portion of our direct farming operations ~~are~~is carried out by our own employees on land we own and lease, and the remainder ~~are~~is performed by ~~third party~~third-party farmers on their land but under our direction. Some of these arrangements span multiple years, and both direct farming methods carry large financial risks that we do not face when we pay growers for their seed on a ~~per pound~~per-pound basis. When we carry the farming risk, we can expect to incur costs of between $1,300 and ~~$2,200~~$2,300 per acre, regardless of yields. We can and will make decisions that could adversely impact yields or quality, resulting in a smaller supply of seed to sell to our customers and increasing our cost of production to unprofitable levels. As we obtain additional farmland, by lease or purchase, both our farming costs and risks could continue to climb, and as our direct farming operations account for ~~an increasingly~~a significant portion of our seed requirements, the farming decisions we make could have a ~~very~~ negative impact on our results of operations.

Our inventory of seed can be adversely affected by the market price being paid for other crops.

~~We rely~~Our seed production, both in California and Australia, substantially relies on unaffiliated growers to grow our proprietary seed and to sell it to us at negotiated prices each year. Growers have a choice of what crops to plant. If a particular crop is paying a materially higher price than has been paid in the past, growers may decide to not grow alfalfa seed in favor of receiving a higher return from an alternative crop planted on the same acreage. Some of our growers who have grown alfalfa seed for us for many years did not grow seed for us in fiscal 2011 in order to make acreage available to plant cotton and reap a portion of the historically high prices being paid for that crop in 2011. If our growers decline to a significant degree to plant the acreage on which we rely, and if we cannot find other growers to plant the lost acreage, our inventory of seed could be insufficient to satisfy the needs of our customers, and our business, results of operations and financial condition could materially decline. In addition, our customers could look to other suppliers for their seed if we cannot satisfy their requirements, and we may not be able to regain them as customers once our inventory levels have returned to normal.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.

Alfalfa seed, our primary product, is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are ~~quite~~ common but difficult to predict. In addition, alfalfa seed is vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions. Unfavorable growing conditions can reduce both crop size and quality. While

historically we have not grown the alfalfa seed we sell, these factors can nevertheless directly impact us by decreasing the quality and yields of our seed and reducing our inventory and the supply of seed we sell to our customers. Moreover, ~~beginning~~ in fiscal 2012, we began growing a portion of our alfalfa seed directly as well as farming ~~wheat and~~ alfalfa hay, and therefore, we have a direct vulnerability to the same adverse effects of weather, pests, natural disasters and other natural conditions that concern our ~~third party~~third-party growers. These factors can increase costs, decrease revenue and lead to additional charges to earnings, which may have a material adverse effect on our business, results of operations and financial condition.

Because our alfalfa seed business is highly seasonal, our revenue, cash flows from operations and operating results may fluctuate on a seasonal and quarterly basis.

We expect that the majority of our revenues will continue to be generated from our alfalfa seed ~~business, even though we have recently entered the commercial stevia growing~~ business. Our alfalfa seed business is highly seasonal. The seasonal nature of our operations results in significant fluctuations in our working capital during the growing and selling cycles. As a result, operating activities during the second and third fiscal quarters use significant amounts of cash because we typically pay our growers progressively, starting in the second quarter. In contrast, operating activities for the first and second fiscal quarters typically generate cash as we ship inventory and collect accounts receivable. We have experienced, and expect to continue to experience, significant variability in net sales, operating cash flows and net income on a quarterly basis.

Because we depend on a core group of significant customers, our sales, cash flows from operations and results of operations may be negatively affected if our key customers reduce the amount of products they purchase from us.

~~Historically, we have relied~~We rely upon a small group of customers for a large percentage of our net ~~sales,~~revenue, including Sorouh Agricultural Company, which serves the Saudi Arabian market. In fiscal ~~2012~~2013 and ~~2011,~~in fiscal 2014, Sorouh accounted for ~~67%~~24% and ~~18%~~13% of our consolidated net ~~sales,~~revenue, respectively. We expect that a small number of customers will continue to account for a substantial portion of our net ~~sales~~revenue for the foreseeable future. ~~We expect that Sorouh, together with S.C.A.L.E Ag Services,~~Similarly, SGI relies upon a ~~domestic distributor, will represent~~small group of customers for a ~~material amount~~large percentage of ~~our sales~~its net revenue, including House of Agriculture Spirou, A.E.B.E., which also serves the Saudi Arabian market, which accounted for 27% and 18% of SGI's net revenue in fiscal ~~2013.~~2013 and in fiscal 2014, respectively.

The loss of, or a significant adverse change in, our or SGI's relationship with these customers, or any other major customer, could have a material adverse effect on our business, financial position, results of operations and operating cash flows. The loss of, or a reduction in orders from, any significant customers, losses arising from customers' disputes regarding shipments, product quality, or related matters, or our inability to collect accounts receivable from any major customer could have a material adverse effect on us. There is no assurance that we will be able to maintain the relationships with our major customers or that they will continue to purchase our seed in the quantities that we expect and rely upon. If we cannot do so, our results of operations could suffer.

Because we do not grow most of the alfalfa seed that we sell, we are substantially dependent on our network of growers, and our sales, cash flows from operations and results of operations may be negatively affected if our largest growers were to stop supplying seed to us.

Historically, we have relied on a relatively small network of growers of alfalfa seed that together ~~have~~has provided all of the seed we sell to our customers. Although ~~beginning~~ in fiscal 2012, we ~~are~~began growing and producing a portion of our own seed, most of our seed will continue to be grown under contracts with farmers, most of which are ~~one year~~one-year contracts. ~~Three growers collectively accounted for approximately 64% of our total seed purchases in fiscal 2012.~~ Many of our growers have had long-term grower relationships with us. However, we do not have long-term supply contracts with

any of these growers, which makes us particularly vulnerable to factors beyond our control. Events such as a shift in pricing caused by an increase in the value of commodity crops other than seed crops, increase in land prices, unexpected competition or ~~competition~~reduced water availability could disrupt our supply chain. Any of these disruptions could limit the supply of seed that we obtain in any given year, adversely affecting supply and thereby lowering revenues. Such disruption could also damage our customer relationships and loyalty to us if we cannot supply the quantity of seed expected by them. We encountered a meaningful shift in our grower network in fiscal 2011, with some of our growers who had grown for us for many years opting to cut back their alfalfa seed acreage or to not grow alfalfa seed at all. This ~~trend continued in fiscal 2012 and will continue in the current fiscal year as Triangle T, one of our longstanding growers, winds down its operations. This~~ situation could reoccur and could negatively impact our revenues if we do not otherwise have sufficient seed inventory available for sale.

SGI relies on a pool of approximately 150 Australian growers to produce its proprietary seeds. Each grower arrangement is typically made for a term of seven to ten harvests. Although SGI's grower pool is substantially more diversified than our grower pool, it is not without risks. Adverse agronomic or climatic factors could lead to grower exodus and negatively impact SGI's revenues if SGI does not otherwise have sufficient seed inventory available for sale.

A large majority of our customers are located within regions, including Saudi Arabia,that substantially restrict or prohibit the importation of GMO seed varieties. We actively test for the presence of GMO in our seed stock in the San Joaquin Valley. The presence of GMO alfalfa in significant amounts of our contracted seed production could severely limit the amount of seed that we have available to sell into Saudi Arabia and other locations that prohibit GMO seed varieties. Furthermore, due to widespread negative perception of GMO material, even if we were able to successfully remediate the accidental occurrence of GMO in our contracted seed production, there are no assurances that we would be able to achieve export sales to Saudi Arabia and other non-GMO locations at the same levels as we achieved before the accidental occurrence of GMO.

A lack of availability of water in ~~California's San Joaquin Valley~~California or Australia could impact our business.

Adequate quantities and correct timing of the application of water are vital for most agriculture to thrive. Whether particular farms are experiencing water shortages depends, in large part, on their location. However, continuing drought conditions can threaten all farmland other than those properties with their own water sources. Although alfalfa seed is not a water-intensive crop, the availability or the cost of water is a factor in the planting of the alfalfa hay grown from our seed. If the dairy farmers and others who purchase our alfalfa seed to grow hay cannot get an adequate supply of water, or if the cost of water makes it uneconomical for the farmers to grow alfalfa, we may not be able to sell our seed, which could have an adverse impact on our results of operations. We cannot predict if water shortages will impact our business in the future, but if alfalfa hay growers are impacted by water shortages, our business could also materially decline.

We face intense competition, and our inability to compete effectively for any reason could adversely affect our business.

The alfalfa seed market is highly competitive, and our products face competition from a number of small seed companies, as well as large agricultural and biotechnology companies. We also now face new competition with the availability of Roundup ~~Ready~~Ready® alfalfa beginning to be a viable alternative. We compete primarily on the basis of consistency of product quality and traits, product availability, customer service and price. Many of our competitors are, or are affiliated with, large diversified companies that have substantially greater marketing and financial resources than we have. These resources give our competitors greater operating flexibility that, in certain cases, may permit them to respond better or more quickly to changes in the industry or to introduce new products more quickly and with greater marketing support. Increased competition could result in lower profit margins, substantial pricing pressure, reduced market share and lower operating cash flows. Price competition, together with other forms of competition, could have a material adverse effect on our business, financial position, results of operations and operating cash flows.

If we are unable to estimate our customers' future needs accurately and to match our production to the demand of our customers, our business, financial condition and results of operations may be adversely affected.

We sell our seed primarily to dealers and distributors who, in turn, sell primarily to hay and dairy farmers who grow hay for dairy cattle and other livestock. Due to the nature of the alfalfa seed industry, we normally produce seed according to our production plan before we sell and deliver seed to distributors and dealers. Our dealers and distributors generally make purchasing decisions for our products based on market prices, economic and weather conditions and other factors that we and our dealers and distributors may not be able to anticipate accurately in advance. If we fail to accurately estimate the volume and types

of products sought by the end users and otherwise adequately manage production amounts, we may produce more seed than our dealers and distributors want, resulting in excess inventory levels. On the other hand, if we underestimate demand, which has happened in the past, we may not be able to satisfy our dealers and distributors' demand for alfalfa seed, and thus damage our customer relations and end-user loyalty. Our failure to estimate end users' future needs and to match our production to the demand of our customers may adversely affect our business, financial condition and results of operations.

We ~~could be unsuccessful~~depend in ~~transitioning from~~part on third-party distributors and strategic relationships for the marketing and selling ~~into international markets through distributors to our new business plan that contemplates direct sales into those markets.~~

~~Historically, sales~~ of our ~~alfalfa seed in international markets have been made by U.S.~~products. We depend on these distributors' efforts to market our products, yet we are unable to control their efforts completely. In addition, we are unable to ensure that our distributors ~~having a presence in various international markets, and sales into international markets have historically represented~~comply with all applicable laws regarding the ~~largest percentage~~sale of our ~~net sales of alfalfa seed. In~~products, including the ~~last quarter of fiscal 2011,~~United States Foreign Corrupt Practices Act. If our ~~largest international distributor closed its alfalfa seed business. With the cooperation of the former distributor, we began selling directly~~distributors fail to ~~its customers~~effectively market and sell our products, and in ~~June 2011. Until then, we had never sold directly into Saudi Arabia, Sudan, South Africa, Morocco~~full compliance with applicable laws, our operating results and ~~Argentina. We have now only had one year of direct experience selling alfalfa seed or otherwise doing~~ business directly in these markets. There is no assurance that we will be able to retain the customers that have purchased our seed from our distributor in the past or that these customers will continue to purchase the quantities of our proprietary seed that they have historically purchased from our distributor. We also may not succeed in expanding the customer base in these locations. Failure to sell significant quantities of alfalfa seed to these customers or to new customers in these or other countries could have a material adverse effect on our financial condition and results of operations.suffer.

We extend credit to customers who currently represent or are expected to represent the largest percentage of our sales.

~~Our largest customer in fiscal 2012 was Sorouh Agricultural Company, which accounted for approximately 67% of our annual revenue.~~ Although payment terms for our seed sales generally are 90 days, we ~~extended~~regularly extend credit to ~~this~~our largest customer, ~~in fiscal 2012,~~Sorouh Agricultural Company, and ~~at June 30, 2012, the receivable totaled $2.1 million.~~to other international customers. We expect that sales of our alfalfa seed varieties to Sorouh and to other international customers will represent a material portion of our revenue in fiscal ~~2013~~2015 and that we will continue to extend credit in connection with those sales. Because ~~this customer is~~these customers are located in ~~Saudi Arabia,~~foreign countries, collection efforts, were they to become necessary, could be much more difficult and expensive. Moreover, future political and/or economic factors, as well as future unanticipated trade regulations, could negatively impact our ability to timely collect outstanding receivables from ~~this~~these important customer. In addition, we expect that S.C.A.L.E. Ag Services, a domestic distributor, will also account for a material portion of our alfalfa seed revenue in fiscal 2013 and that we will extend credit to this distributor.customers. The extension of credit to our major customers exposes us to the risk that our seed will be delivered but that we may not receive all or a portion of the payment therefor. If ~~either of~~ these customers ~~were~~are unable or unwilling to fully pay for the seed they purchase on credit, our results of operations and financial condition could be materially negatively impacted. Moreover, our internal forecasts on which we make business decisions throughout the year could be severely compromised, which could, in turn, mean that we spend capital for operations, investment or otherwise that we would not have spent had we been aware that the customer would not honor its credit extension obligation.

Our current reliance on the seed development and production business does not permit us to spread our business risks among different business segments, and thus a disruption in our seed production or the industry would harm us more immediately and directly than if we were diversified.

We currently operate mainly in the alfalfa seed business, and we do not expect this to change materially in the foreseeable ~~future, even as we expand our commercial stevia business. In fiscal 2012, sale of alfalfa seed accounted for 90% of our total revenue.~~future. Without business line diversity, we will not be able to spread the risk of our operations. Therefore, our business opportunities, revenue and income could be more immediately and directly affected by disruptions from such things as drought and disease or widespread problems affecting the alfalfa industry, payment disruptions and customer rejection of our varieties of alfalfa seed. If there is a disruption as described above, our revenue and income could be reduced, and our business operations might have to be scaled back.

Moreover, because our stevia operations are also agriculture-based and centered in California's Central Valley where the majority of our United States-based alfalfa seed operations ~~are~~is located, it is possible that the same problems that might negatively impact our alfalfa seed business could, at the same time, negatively impact our stevia business. Accordingly, we do not consider our stevia business a hedge against the risks of our alfalfa seed business.

If we fail to introduce and commercialize new alfalfa seed varieties, we may not be able to maintain market share, and our future sales may be harmed.

~~We cannot guarantee that the~~The performance of our new alfalfa seed varieties ~~will~~may not meet our customers' expectations, or ~~that~~ we ~~will~~may not be able to introduce and commercialize specific seed varieties. Reorder rates are uncertain due to several factors, many of which are beyond our control. These include changing customer preferences, which could be further complicated by the new availability of Roundup ~~Ready~~Ready® alfalfa, competitive price pressures, our failure to develop new products to meet the evolving demands of the end users, the development of higher-demand products by our competitors and general economic conditions. The process for new products to gain market recognition and acceptance is long and has uncertainties. If we fail to introduce and commercialize a new seed variety that meets the demand of the end user, if our competitors develop products that are favored by the end users, or if we are unable to produce our existing products in sufficient quantities, our growth prospects may be materially and adversely affected, and our revenue may decline. In addition, sales of our new products could replace sales of some of our current similar products, offsetting the benefit of even a successful product introduction.

Deregulation of Roundup ~~Ready~~Ready® alfalfa could negatively impact our sales and production of alfalfa seed.

In December 2010, the ~~U.S. Department of Agriculture ("USDA")~~USDA published the final environmental impact statement on Roundup ~~Ready Alfalfa ("RRA").~~Ready® alfalfa. Following that publication, in late January 2011, the USDA announced the deregulation of ~~RRA,~~Roundup Ready® alfalfa, without imposing any federal regulations, providing any guidance pertaining to field separation or mandating any other conditions. ~~Forage Genetics, a co-developer~~The availability of RRA, and other licensed seed companies, had a substantial supply of RRA in inventory that was awaiting this decision, and consequently, RRA became available for the spring 2011 planting season. This development potentiallyRoundup Ready® alfalfa could adversely impact our sales. Domestically, hay farmers may choose the GMO alfalfa seed over our seed in order to control weeds with ~~Roundup,~~Roundup®, Monsanto's powerful herbicide.

GMO crops currently are prohibited in most of the international markets in which our proprietary seed is currently sold. The greater the use of GMO seed in California, the greater the risk that the adventitious presence of GMO material in our seed production ~~could be contaminated with GMO traits~~will occur due to pollination from hay fields or other seed feeds. In fiscal 2013, ~~we encountered a minimum~~the number of lots of our seed that tested positive for the adventitious presence of GMO ~~traits~~was greater than in fiscal 2012. The preliminary testing results for our most recent harvest suggest that ~~could~~less than 1% of our estimated annual global production and sourced seed for fiscal 2014 will contain GMO material. Our testing is limited to detecting the presence of GMO material. The extent to which an affected batch of seed contains GMO material must be determined by a third party laboratory and we will undertake testing of this kind on an as-needed basis. Our seed containing GMO material can only be sold ~~domestically. Internationally,~~domestically or in other jurisdictions that permit the importation of GMO alfalfa. We are taking steps to reduce the risk of the adventitious presence of GMO material in our seed crops. These steps include seeking collaborative agreements, regulations, or other measures to ensure neighboring farms that raise GMO alfalfa in the San Joaquin Valley limit the extent to which they allow the flowering and cross-pollination of their GMO-based crops with our conventional non-GMO crops to occur; and acquiring land and expanding our contracted grower base in the Imperial Valley of California, where to our knowledge GMO alfalfa is not yet being grown. In addition, we may ~~face~~increase the use of leafcutter bees to pollinate our crops, because these bees do not form colonies and fly more limited ranges than honey bees, which makes the cutter bees less likely to bring GMO-bearing pollen into our fields. Finally, we plan to grow a ~~challenge~~portion of our S&W varieties in South Australia.

We believe that our testing program is superior to ~~demonstrate~~those of our competitors in the non-GMO alfalfa seed market. However, due to inherent weaknesses in the testing process, including limited sample sizes, we can make no assurances that our testing program, without more, will continually satisfy our customers and end users that our seed is GMO free or that our farming operations are adequately isolated from GMO pollination.

In April 2013, we entered into a license agreement with Forage Genetics to develop and commercialize seed varieties that incorporate proprietary traits, including the Roundup Ready® trait. This agreement further documented and formalized our previously announced collaboration with Forage Genetics and Monsanto to develop genetically modified versions of ~~any cross-contamination between GMO and organic and conventionally-farmed fields since GMO crops currently are prohibited in most~~certain of

~~the international markets in which~~ our proprietary ~~seed is currently sold.~~alfalfa varieties. This agreement contemplates lab work and field trials and may never result in the development of commercially viable seeds. Unless and until we actually begin selling ~~RRA,~~Roundup Ready® alfalfa, our domestic sales could be negatively impacted, although the actual impact of Roundup Ready® alfalfa on the alfalfa seed market in general and on sales of our proprietary seed in particular is currently unknown.

The adoption of GOZ zones in our primary alfalfa seed growing region in California could impact the international sales of our ~~international operations.~~S&W varieties.

A substantial portion of our ~~alfalfa seed~~S&W varieties is grown in Fresno County, California for both domestic and international sales. In January 2012, the National Alfalfa & Forage Alliance held a vote of growers in Fresno County to determine if they should form a Genetically Enhanced, ~~("GE")~~or GE, Grower Opportunity Zone, ~~("GOZ")~~or GOZ, in part of Fresno County. A GOZ is a seed grower-defined region within which a super-majority of growers (by number of growers or acreage) elects to focus on the production of either Adventitious Presence Sensitive ~~("APS")~~ or GE alfalfa seed, including Roundup ~~Ready~~Ready® alfalfa. The January 2012 vote to organize the proposed GOZ in Fresno County failed to obtain the required super-majority, and therefore the motion failed. However, there is no assurance that another vote will not be taken and that, at a future meeting, the proposal will not succeed in obtaining the required vote to form a GOZ for GMO alfalfa. If a GOZ were formed in Fresno County or in any other county where we currently produce seed or might produce seed in the future, our efforts to grow conventional alfalfa seed for international sale in ~~such~~that county could be threatened because of the isolation and contamination issues about which we remain concerned. In such circumstance, we might be forced to find alternative locations to grow our proprietary S&W alfalfa seed varieties for sale into Saudi Arabia and other locations that prohibit GMO seed, and there is no assurance that we would be able to do so successfully.

The presence of GMO alfalfa in Australia or California could impact our international sales.

GMO alfalfa varieties have not been approved by Australia's Office of the Gene Technology Regulator, and all GMO plant varieties are currently barred in South Australia. Because GMO plant varieties are currently barred, SGI's representation that its alfalfa seed products are free from GMO is critical as many of the jurisdictions to which SGI exports its alfalfa seed for sale, including Saudi Arabia, strictly prohibit the importation of GMO seed varieties. Field testing and commercial production of GMO alfalfa seed has been ongoing in the U.S. for several years, and the possibility now exits that planting seed imported into Australia from the U.S. may unintentionally contain GMO material, which, in turn, could intermingle with Australian alfalfa crops. Although Australia has a very comprehensive GMO monitoring protocols in place if SGI's alfalfa crops were to test positive for the adventitious presence of GMO, its ability to sell into Saudi Arabia and other locations that prohibit GMO seed varieties could be jeopardized, if not entirely prohibited.

A large majority of our customers are located within regions, including Saudi Arabia, which substantially restrict or prohibit the importation of GMO seed varieties. We actively test for the presence of GMO in our seed stock in the San Joaquin Valley. The presence of GMO alfalfa in significant amounts of our contracted seed production could severely limit the amount of California seed that we have available to sell into Saudi Arabia and other locations that prohibit GMO seed varieties. Furthermore, due to widespread negative perception of GMO material, even if we were able to successfully remediate the accidental occurrence of GMO in SGI's crops or our California seed production, there are no assurances that we would be able to achieve export sales to Saudi Arabia and other non-GMO locations at the same levels as we achieved before the accidental occurrence of GMO.

In fiscal 2012, we entered into three contracts, covering approximately ~~730~~823 acres, with a California grower under which we deviated from our historical model and agreed to pay the grower a fixed price per acre rather than a fixed price per cleaned pound of seed. As such, regardless of the amount of seed this grower produces, we will be required to pay the fixed price per acre. This could result in our paying more per pound of seed than we are able to sell the seed to our customers, thereby causing a loss on this acreage. Moreover, these contracts cover a ~~three~~four- year period, and therefore, we could potentially be overpaying for seed on these contracts through crop year ~~2014~~2015 if the grower does not produce the minimum amount of seed we expect. These contracts could negatively impact our results of operations.

~~We are still in the initial stages of our commercial stevia operations, and the business continues to be subject to many of the risks of a new business enterprise.~~

In fiscal 2010, we began expanding our business to include the breeding, selection and planting of high quality stevia varieties for production and processing of stevia leaf for its Rebaudioside A ("Reb-A") extract. We planted our first commercial crop of stevia in fiscal 2011, and undertook the initial harvest in the first quarter of fiscal 2012. We planted additional acreage in the summer of 2012. The second harvest will take place in the summer of 2012. Until these efforts, we had never bred or selected stevia varieties or planted and harvested stevia for commercial purposes. Therefore, we face numerous uncertainties, including the possibility that the stevia seedlings may not grow as anticipated, the stevia varieties we select for production may not produce the results we expect; or we may be unable to satisfactorily contract with customers for our dried stevia product. The failure to build a successful stevia business could materially impact our growth potential and could consume company resources that otherwise could be deployed to further the growth of other aspects of our business.

Our stevia operations are subject to the same farming risks that other agricultural operations face, including, weather-related events and natural disasters, which, depending on the growth cycle at the time of such event, could materially negatively impact our yields. Our yields also could be negatively impacted by our farming practices. ~~If our yields do not meet our expectations, we could continue~~

In May 2013, due to ~~lose money on~~weeding-control practices, damage to a majority of our stevia ~~operations~~fields occurred and we determined to discontinue farming these fields and to record a crop loss on stevia totaling $2,333,123 for the ~~foreseeable future.~~year ended June 30, 2013. We have ceased commercial production of stevia. Although we ~~have a contract~~continue our breeding program and are considering commercial applications for our proprietary stevia, none of these ventures may ever be profitable or allow us to recoup the amounts expended in ~~place~~connection with ~~a major~~our initial stevia ~~processor, our costs could exceed the revenue we are able to earn from a particular stevia harvest. As we plant additional stevia acreage, as we expect to do, this risk could become more material.~~production operations.

The stevia market may not develop as we anticipate, and therefore our ~~investment in~~continued research and development activities with respect to stevia may ~~not be as~~never become profitable ~~as we expect.~~to us.

There are a number of challenges to market acceptance of stevia as a natural, non-caloric sweetener. Stevia has its own unique flavor, which can affect the taste of some foods and beverages. A common complaint about stevia is that some of its extracts and derivatives have a bitter aftertaste, and its taste does not uniformly correspond to all regional taste preferences or combine well with some food flavors. Other factors that could impact market acceptance include the price structure compared to other sugar substitutes and availability. If the ~~high intensity,~~high-intensity, non-caloric sweetener market declines or if stevia fails to achieve substantially greater market acceptance than it currently enjoys, we might not ever be able to ~~grow~~profit from our ~~revenue sufficiently for us~~continued research and development activities relating to ~~achieve consistent profitability from this portion of our business.~~stevia or any commercial applications that we derive therefrom. Even if products conform to applicable safety and quality standards, sales could be adversely affected if consumers in target markets lose confidence in the safety, efficacy and quality of stevia. Adverse publicity about stevia or stevia-based products may discourage consumers from buying products that contain stevia. Any of

these developments could adversely impact the future amount of dry leaf stevia, processed stevia leaves or extract we are able to sell, which could adversely impact our results of operations.

If demand for stevia does not increase, there may be excess capacity that could decrease the market price of stevia and reduce our potential future revenue ~~expectations.~~opportunities

Historically, stevia has been marketed and sold in the U.S. as a dietary supplement, available in natural food and health food stores. Since December 2008, stevia producers have increased production capacity in expectation of a large demand for stevia products. We started our stevia operation because we expect that demand for stevia will increase significantly in the future, particularly since Reb-A, a highly refined stevia extract, has ~~received~~been the subject of several "generally recognized as safe", or GRAS, ~~(meaning generally accepted as safe) status~~notices in the U.S. ~~That determination by~~that support the conclusion of the companies that Reb-A is generally recognized as safe for its intended use. Since the FDA ~~allows~~has not objected to these notifications, Reb-A tomay be used as a sweetener in food and ~~beverage additive,~~beverages, and a market for products incorporating ~~stevia~~Reb-A has developed and grown since then. However, there can be no assurance that there will continue to be widespread growth in the demand for stevia ~~products.~~extracts or that FDA will not subsequently question the GRAS status of Reb-A based on new data or information. If demand for stevia extracts does not increase to the extent predicted by the industry, the stevia market may be subject to significant excess capacity, which would put downward pressure on the market price of stevia and negatively impact our expectations with respect to stevia as a revenue source.

Stevia competes with sugar and other high intensity sweeteners in the global sweetener market, and the success of stevia will largely depend on consumer perception of the positive health implications of stevia relative to other sweeteners.

The continued growth of stevia's share of the global sweetener market depends upon consumer acceptance of stevia and stevia-related products and the health implications of consuming stevia relative to other sweetener products. The publication of any studies or revelation of other information that has negative implications regarding the health impacts of consuming stevia may slow or reverse the growth in consumer acceptance of stevia, which may have a material adverse effect on our business operations and financial condition.

The sweetener industry is highly competitive with companies that have greater capital resources, facilities and diversity of product lines. Additionally, if demand for stevia continues to grow, we expect many new competitors to enter the market as there are no significant barriers to entry in the industry. More established agricultural companies with much greater financial resources who do not currently compete with us may be able to easily adapt their existing operations to the production of stevia. Due to this competition, there is no assurance that we will not encounter difficulties in earning revenue and gaining market share or in the positioning of our services or that competition in the industry will not lead to reduced prices for the stevia leaf. Our competitors may also introduce new non-stevia based low-calorie sweeteners or be successful in developing a fermentation-derived stevia ingredient or other alternative production method which could also increase competition and decrease demand for stevia-based products.

There are difficulties in managing our storage system, which may result in damage to our products held in storage.

Alfalfa seed and stevia storage entails risks, including management of moisture, temperature and humidity. Any material storage problem may result in damage to our seed or dried stevia leaf and, thus, could create operating losses.

If we are unable to acquire sufficient raw materials or produce sufficient finished product, we will not be able to meet the demands of our customers.

We must acquire sufficient alfalfa seed to meet the demands of our customers. An alfalfa seed shortage could result in loss of sales and damage to our reputation. Because our proprietary seed is only available through our direct farming efforts and from our contract growers, if our growers become unable or unwilling to produce the required commercial quantities of alfalfa seed on a timely basis and at commercially reasonable prices, we will likely be unable to meet customer demand. We do not own or lease sufficient farmland to make up for a significant loss of acreage from our grower network. The failure to satisfy our customers not only could adversely impact our financial results but could irreparably harm our reputation. Although we are just entering the commercial stevia production business, we know we will encounter similar risks if we are unable to satisfy our customers' requirements for dried stevia due to our inability to obtain sufficient quantities of plants, either by growing stevia ourselves or acquiring stevia under contract from growers, are unable to develop stevia plants with the desired specifications or are unable to timely process the stevia to satisfy our customers' needs. In addition, we currently have only a small quantity of acreage allocated to growing stevia plants, and there is no assurance that growers in the San Joaquin Valley will decide in future growing seasons that growing stevia is the best use for their land. If we are unable to contract for a sufficient amount of acreage to grow stevia or to acquire through lease or purchase land on which we could grow stevia plants, we may not be able to capitalize on what we currently believe could be a meaningful growth opportunity.

The loss of key employees or the failure to attract qualified personnel could have a material adverse effect on our ability to run our business.

The loss of any of our current executives, key employees or key advisors, or the failure to attract, integrate, motivate and retain additional key employees, could have a material adverse effect on our business. Although we have employment agreements with our ~~chief executive officer, chief financial officer~~Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Vice President of Sales and ~~chief operating officer,~~Marketing, Vice President of Breeding and Genetics and Vice President of Processing, any employee could leave our employ at any time if he chose to do so. We do not carry "key person" insurance on the lives of any of our management team. As we develop additional capabilities, we may require more skilled personnel who must be highly skilled and have a sound understanding of our industry, business or processing requirements. Recruiting skilled personnel is highly competitive. Although to date we have been successful in recruiting and retaining qualified personnel,

there can be no assurance that we will continue to attract and retain the personnel needed for our business. The failure to attract or retain qualified personnel could have a material adverse effect on our business.

We expect our operations to grow rapidly in the near future, both as we expand our historical alfalfa seed business both domestically and internationally, expand our mill utilization, increase our growers' production, and ~~as we~~ develop ~~and expand~~ our stevia ~~production and sales~~ business. We also are looking to expand our business through acquisition of synergistic companies. These efforts will require the addition of employees, expansion of facilities and greater oversight, perhaps in diverse locations. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute on our business strategies or respond to competitive pressures, and we

may have difficulties maintaining and updating the internal procedures and the controls necessary to meet the planned expansion of our overall business.

Our management will also be required to maintain and expand our relationships with customers, suppliers and third parties as well as attract new customers and suppliers. We expect that our sales and marketing costs will increase as we grow our product lines and as we increase our sales efforts in new and existing markets.

~~There is no assurance that our~~ Our current and planned operations, personnel, systems and internal procedures and controls ~~will~~may not be adequate to support our future growth.

We may be unable to successfully integrate acquisitions, including those of IVS and SGI.

As part of our growth strategy, we may acquire additional businesses, product lines or other assets, including real property. We may not be able to locate or make suitable acquisitions on acceptable terms, and future acquisitions may not be effectively and profitably integrated into our business. Acquisitions involve risks that could adversely affect our operating results, including diverting management resources; integration of the operations and personnel of the acquired operations; write downs of acquired intangible assets; liabilities associated with the acquired business or assets; and possible loss of key employees and customers of the acquired operations.

We intend to conduct an extensive due diligence investigation for any business we consider acquiring. Intensive due diligence is time consuming and expensive due to the operations, finance and legal professionals who must be involved in the due diligence process.

Even if we conduct extensive due diligence on a target business that we acquire, this diligence may not identify all material issues that may be present inside a particular target business, and factors outside of the target business and outside of our control may later arise. If this diligence fails to discover or identify material issues relating to a target business, or the industry or environment in which it operates, we may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses to us.

In fiscal 2013, we acquired all of the assets of IVS and all of the outstanding stock of SGI and believe these acquisitions will enhance our future financial performance by capitalizing on natural operational synergies. These acquisitions present challenges to management, including the integration of our administrative operations, systems and personnel with those of IVS and SGI. These acquisitions also pose other risks commonly associated with similar transactions, including unanticipated liabilities, unexpected costs and the diversion of management's attention to the integration of the operations of the combined companies. Any difficulties that our combined company encounters in the transition and integration processes, and any level of integration that is not successfully achieved, could adversely affect our revenue, level of expenses and operating results. We may also experience operational interruptions or the loss of key employees, suppliers and customers. As a result, notwithstanding our expectations, we may not realize the anticipated benefits or cost savings of the IVS and SGI acquisitions.

SGI's grower pool is dependent on a limited number of milling facilities to process its seed, with particular dependence on a dominant operator whose commercial interests may be adverse to SGI.

Only five milling facilities are regularly used by SGI's grower pool to clean and process SGI seed. Should one or more of these facilities become unusable, there could be a significant effect on SGI's ability to get its Australian seed to market in a timely manner or at all. SGI's growers use Tatiara Seeds Pty Ltd ("Tatiara") to process approximately 70% of seed grown for SGI. The owner of Tatiara has begun to sell his own common seed and is now a competitor of SGI. This competing seed business creates a potential conflict of interest for Tatiara in the care and handling of SGI's product.

Because SGI has relatively little net working capital it is substantially dependent upon its credit arrangement with NAB to purchase its seed inventory. SGI has breached debt covenants relating to this credit arrangement in the past, and if future breaches of this credit arrangement or other reasons cause this credit arrangement to become unavailable to SGI, SGI may become reliant on us to finance its operations or for financial guarantees. SGI's financial dependency upon us could have a negative adverse effect upon our financial condition.

SGI relies on a pool of approximately 150 Australian contract growers to produce its proprietary seeds. In this system, growers contract with SGI to grow SGI's seed for terms of seven to ten years in the case of alfalfa and two to three years for white clover. SGI uses a staggered payment system with the growers of its alfalfa and white clover; the payment amounts are based upon an estimated budget price, or EBP, for compliant seed. EBP is a forecast of the final price that SGI believes will be achieved taking into account prevailing and predicted market conditions at the time the estimate is made. Following the grower's delivery of uncleaned seed to a milling facility, SGI typically pays 40% of the EBP to the grower based on pre-cleaning weight. Following this initial payment and prior to the final payment, SGI will make a series of scheduled progress payments and, if applicable, a bonus payment for "first grade" alfalfa seed. The final price payable to each grower (and therefore the total price) is dependent upon and subject to adjustment based upon the clean weight of the seed grown, on the average price at which SGI sells the pooled seed and other costs incurred by SGI. Accordingly, the total price paid by SGI to its growers may be more or less than EBP. This arrangement exposes SGI's business to unique risks, including, the potential for current growers to make collective demands that are unfavorable to SGI and the potential for our competitors to offer more favorable terms for seed production, including fixed (instead of variable) payment terms.

SGI's reliance upon an estimated purchase price to growers could result in material accounting discrepancies in our consolidated financial statements.

Our subsidiary SGI does not fix the final price for seed payable to its growers until the completion of a given year's sales cycle, pursuant to the standard contract production agreement. We record an estimated unit price and accordingly inventory, cost of goods sold and gross profits are based upon management's best estimate of the final purchase price to our SGI growers. To the extent the estimated purchase price varies from the final purchase price for seed, the adjustment to actual could materially impact the results in the period when the difference between estimates and actuals are identified. If the actual purchase price is in excess of our estimated purchase price, this would negatively impact our financial results including a reduction in gross profits and net income.

The value of SGI's rights under the Plant Breeder's Rights (PBR) Act could diminish due to technological developments or challenges by competitors, making its proprietary alfalfa seed varieties less competitive.

SGI is substantially dependent upon the PBR Act for the protection of its proprietary varieties. Currently, SGI's SuperSiriver, SuperSequel, SuperAurora, SuperHaifa, SuperLadino, SuperHuia, SuperSonic, SuperStar, SuperSiriver II and SuperNova varieties are protected under the PBR Act. If any competitors of SGI independently develop new seeds that customers or end users determine are better than SGI's existing varieties, such developments could adversely affect SGI's competitive position.

We believe our current cash and cash equivalents on hand, together with borrowings available under our credit facility will be sufficient to finance anticipated capital, financing and operating requirements for the foreseeable future. However, if we elect to aggressively pursue our growth strategies, whether through acquisitions or organic growth, we likely will need additional capital to fund these strategies.

If we are required to raise additional capital in the future, such additional financing may not be available on favorable terms, or available at all, may be dilutive to our existing stockholders if in the form of equity financing, or contain restrictions on the operation of our business if in the form of debt financing. If we fail to obtain additional capital as and when required, such failure could have a material impact on our business, results of operations and financial condition.

Changes in government policies and laws could adversely affect international sales and therefore our financial results.

~~Other than in fiscal 2011, which we believe was an abnormal year, historically~~Historically, sales to our distributors who sell our proprietary alfalfa seed varieties outside the U.S. have constituted a substantial portion of our annual revenue. We anticipate that sales into international markets will continue to represent a substantial portion of our total sales and that continued growth and profitability will require further international expansion, particularly in the Middle East and Africa. Our financial results could be affected by changes in trade, monetary and fiscal policies, laws and regulations, or other activities of U.S. and non-U.S. governments, agencies and similar organizations. These conditions include but are not limited to changes in a country's or region's economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries, changes in the

regulatory or legal environment, burdensome taxes and tariffs and other trade barriers. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could lead to reduced distribution of our products into international markets and reduced profitability associated with such sales.

Our operations, both inside and outside the United States, are subject to risks inherent in conducting business globally and under the laws, regulations and customs of various jurisdictions and geographies. Although we sell seed to various regions of the world, our sales outside the United States in fiscal year 2014, including those of SGI, were principally to customers in the Middle East and North Africa. Accordingly, developments in those parts of the world generally have a more significant effect on our operations than developments in other places. Our operations outside the United States are subject to special risks and restrictions, including: fluctuations in currency values and foreign-currency exchange rates; exchange control regulations; changes in local political or economic conditions; governmental pricing directives; import and trade restrictions; import or export licensing requirements and trade policy; restrictions on the ability to repatriate funds; and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad, including the Foreign Corrupt Practices Act and the trade sanctions laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Acts of terror or war may impair our ability to operate in particular countries or regions, and may impede the flow of goods and services between countries. Customers in weakened economies may be unable to purchase our products, or it could become more expensive for them to purchase imported products in their local currency, or sell their commodity at prevailing international prices, and we may be unable to collect receivables from such customers. Further, changes in exchange rates may affect our net income, the book value of our assets outside the United States, and our shareholders' equity. Failure to comply with the laws and regulations that affect our global operations could have an adverse effect on our business, financial condition or results of operations.

Failure to comply with the United States Foreign Corrupt Practices Act or similar laws could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies, including their suppliers, distributors and other commercial partners, from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the countries in which we distribute products. We are in the process of adopting formal policies and procedures designed to facilitate compliance with these laws. If our employees or other agents, including our distributors or suppliers, are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Environmental regulation affecting our alfalfa seed or stevia products could negatively impact our business.

As an agricultural company, we are subject to evolving environmental laws and regulations by federal and state governments. Federal laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Federal Seed Act, and potentially regulations of the FDA. In addition, the State of California regulates our application of agricultural chemicals in connection with seed harvest.

Our failure to comply with these laws and related regulations could have an adverse effect on our business, financial condition or results of operations. Moreover, it is possible that future developments, such as increasingly strict environmental laws and enforcement policies thereunder, and further restrictions on the use of agricultural chemicals, could result in increased compliance costs which, in turn, could have a material adverse effect on our business, financial condition or results of operations.

Insurance covering ~~warranty~~defective seed claims may become unavailable or be inadequate.

Defective seed could result in ~~warranty~~insurance claims and negative publicity. Although we carry general liability insurance to cover ~~warranty~~defective seed claims, such coverage may become unavailable or be inadequate. Even if coverage is offered, it may be at a price and on terms not acceptable to us. If claims exceed coverage limits, or if insurance is not available to us, the occurrence of significant claims could have a material adverse effect on our business, results of operations and financial condition.

We may be exposed to product quality claims, which may cause us to incur substantial legal expenses and, if determined adversely against us, may cause us to pay significant damage awards.

We may be subject to legal proceedings and claims from time to time relating to our seed or dried stevia leaf quality. The defense of these proceedings and claims can be both costly and time consuming and may significantly divert efforts and resources of our management personnel. An adverse determination in any such proceeding could subject us to significant liability and damage our market reputation and prevent us from achieving increased sales and market share. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase of our products.

The ~~current~~recent global economic downturn ~~could result~~has significantly impacted the agricultural industry which in ~~a decrease in~~turn has negatively affected our ~~sales and revenue, which could adversely affect the results of our operations, and we cannot predict the extent or duration of these trends.~~business.

The global economic downturn of the past several years has significantly impacted the agricultural industry, with many farmers losing their farms or laying fallow their fields, as well as other negative impacts. The full ~~impact~~effect of ~~the current~~this global economic downturn on growers, customers, vendors and other business partners cannot be known with any certainty. For example, major customers may have financial challenges unrelated to us that could result in a decrease in their business with us or, in extreme cases, cause them to file for bankruptcy protection. Similarly, parties to contracts may be forced to breach their ~~obligations under those contracts.~~obligations. Although we exercise prudent oversight of the financial strength of our major business partners and seek to diversify our risk to any single business partner, there can be no assurance that ~~there will not be~~ a significant grower, customer or other business partner that ismay be unable to meet its contractual commitments to us. Similarly, continued stresses and pressures ~~in the industry may result in impacts on our business partners and competitors~~ that could have ~~wide ranging impacts~~wide-ranging negative effects on ~~the future of the industry.~~our industry's future.

Capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our growers and customers.

The capital and credit markets have experienced increased volatility and disruption over the past several years, making it more difficult for companies to access those markets. Although we believe that our operating cash flows, recent access to the capital market and our ~~untapped line~~lines of credit will permit us to meet our financing needs for the foreseeable future, ~~there can be no assurance that~~ continued or increased volatility and disruption in the capital and credit markets ~~will not~~may impair our liquidity or increase our costs of borrowing, if we need to access the credit market. Our business could also be negatively impacted if our growers or customers experience disruptions resulting from tighter capital and credit markets or a continued slowdown in the general economy.

If we are unable to protect our intellectual property rights, our business and prospects may be harmed.

Our ability to compete effectively is dependent upon the proprietary nature of the seeds, seedlings, processes, technologies and materials owned by or used by us or our growers. If any competitors independently develop new traits, seeds, seedlings, processes or technologies that customers or end users determine are better than our existing products, such developments could adversely affect our competitive position. We do not rely upon patent protection, but guard our proprietary property by exercising a high degree of control over the alfalfa seed supply chain from our S&W varieties, as well as over our stevia material. In Australia, SGI has secured protection under the PBR Act for its five most popular varieties. However, ~~because we do not have more formal proprietary rights protections~~even with these measures in place, it would be possible for persons with access to our seed or plants grown from our seed to reproduce and market our proprietary seed varieties, which could significantly harm our business and our reputation. Litigation may be necessary to protect our proprietary property and determine the validity and scope of the proprietary

rights of competitors. Intellectual property litigation could result in substantial costs and diversion of our management and other resources. If we are unable to successfully protect our intellectual property rights, our competitors could ~~be able to~~ market products that compete with our proprietary products without obtaining a license from us.

The value of our common stock ~~and Class A~~ and Class B warrants can be volatile.

The overall market and the price of our common stock and Class ~~A and Class~~ B warrants can fluctuate greatly. The trading price of our common stock and Class ~~A and Class~~ B warrants may be significantly affected by various factors, ~~including:~~including but not limited to:

Our quarter-to-quarter performance may vary substantially, and this variance, as well as general market conditions, may cause the price of our ~~stock price~~securities to fluctuate greatly and potentially expose us to litigation.

Our alfalfa seed business, our primary source of revenue, is highly seasonal because it is tied to the growing and harvesting seasons. Typically, a substantial portion of our revenue is recognized during our first and second fiscal quarters. We generally experience lower revenue during our third and fourth fiscal quarters. Sales in the first and second fiscal quarters accounted for approximately 77% of our revenue for the fiscal year ended June 30, 2012 and accounted for 51% of our revenue in fiscal 2011. If sales in ~~these~~particular quarters are lower than expected, ~~expenses may not be offset, which would adversely affect our operating results and would have a disproportionately large impact on~~ our operating results for ~~that fiscal year.~~these quarters could cause our share price to decline.

Our future expense estimates are based, in large part, on estimates of future revenue, which ~~are~~is difficult to predict. We expect to continue to make significant expenditures in order to expand production, sales, marketing and administrative systems and processes. We may be unable to, or may elect not to, adjust spending quickly enough to offset any unexpected revenue shortfall. If our increased expenses are not accompanied by increased revenue in the same quarter, our quarterly operating results would be harmed.

In one or more future quarters, our results of operations may fall below the expectations of investors or analysts, and the trading price of our securities may decline as a consequence. We believe that quarter-to-quarter comparisons of our operating results will not be a good indication of our future performance and should not be relied upon to predict the future performance of our stock price.

In the past, companies that have experienced volatility in the market price of their stock have often been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management's attention from other business concerns, which could seriously harm our business.

The redemption of the Class ~~A warrants or Class~~ B warrants may require ~~warrantholders~~warrant holders to sell or exercise ~~the~~ those warrants at a time that may be disadvantageous for them.

At any time after November 3, 2010, provided that our common stock has closed at a price at least equal $8.80 for five consecutive trading days, we may redeem the outstanding Class A warrants, in whole or in part, upon not less than 30 days' notice, at a price of $0.25 per warrant. Our Class B warrants are redeemable, in whole or in part, for $0.25 upon 30 days' notice, ~~after November 3, 2010,~~ provided that our common stock has closed at a price at least equal to ~~$13.75.~~$13.75for five consecutive trading days. The terms of our warrants prohibit us from redeeming them unless we have a current and effective registration statement available covering the exercise of the warrants. ~~In the event~~If we exercise our right to redeem ~~either the Class A warrants or~~ the Class B warrants, those warrants will be exercisable until the close of business on the date fixed for redemption in such notice. If any warrant called for redemption is not exercised by such time, it will cease to be exercisable, and the holder thereof will be entitled only to the redemption price of $0.25 per warrant. Notice of redemption of the public warrants could force holders to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so or to sell the warrants at the current market price when they might otherwise wish to hold the warrants or accept the redemption price, which is likely to be substantially less than the market value of the warrants at the time of redemption.

While the ~~Class A and~~ Class B warrants are outstanding, it may be more difficult to raise additional equity capital.

During the term that the ~~Class A warrants and~~ Class B warrants are outstanding, the holders of those warrants are given the opportunity to profit from a rise in the market price of our common stock. We may find it more difficult to raise additional equity capital while these warrants are outstanding. Also, we may be forced to honor the exercise of the warrants at times when we may be able to obtain additional equity capital on more favorable terms from other sources.

Future sales or the potential for sale of a substantial number of shares of our common stock could cause the trading price of our common stock and warrants to decline and could impair our ability to raise capital through subsequent equity offerings.

As of June 30, 2014, we had 1,590,000 warrants to purchase our common stock outstanding. Sales of a substantial number of shares of our common stock in the public markets, or the perception that these sales may occur, could cause the market price of our stock and redeemable warrants to decline and could materially impair our ability to raise capital through the sale of additional equity securities. For example, the grant of a large number of stock options or other securities under an equity incentive plan or the sale of our securities in private placement transactions at a discount from market value could adversely affect the market price of our common stock or warrants.

If we issue shares of preferred stock, your investment could be diluted or subordinated to the rights of the holders of preferred stock.

Our ~~Board~~board of ~~Directors~~directors is authorized by our ~~Articles~~articles of ~~Incorporation~~incorporation to establish classes or series of preferred stock and fix the designation, powers, preferences and rights of the shares of each such class or series without any further vote or action by our stockholders. Any shares of preferred stock so issued could have priority over our common stock with respect to dividend or liquidation rights. Although we

have no plans to issue any shares of preferred stock or to adopt any new series, preferences or other classification of preferred stock, any such action by our ~~Board~~board of ~~Directors~~directors or issuance of preferred stock by us could dilute your investment in our ~~common stock~~securities or subordinate your holdings to the higher priority rights of the holders of shares of preferred stock issued in the future.

If we do not maintain an effective registration statement or comply with applicable state securities laws, ~~warrantholders~~warrant holders may not be able to exercise the Class ~~A or Class~~ B warrants.

For holders of our ~~Class A and~~ Class B warrants to be able to exercise those securities, the exercise must be covered by an effective and current registration statement and qualify or be exempt under the securities laws of the state or other jurisdiction in which the ~~warrantholders~~warrant holders live. Although we will endeavor to have a current registration statement available at all times when the warrants are in-the-money, ~~warrantholders~~warrant holders may encounter circumstances in which they will be unable to exercise the ~~Class A or~~ Class B warrants. We can give no assurance that we will be able to continue to maintain a current registration statement relating to the shares of our common stock underlying the redeemable warrants or that an exemption from registration or qualification will be available throughout their term. This may have an adverse effect on demand for the redeemable warrants and the prices that can be obtained from reselling them.

Our principal stockholder will continue to have substantial control over our company, which could limit the ability of our other stockholders to influence the outcome of key transactions, including a change in control, and could result in the approval of transactions that would be adverse to their interests.

Yellowjacket, LP, our largest stockholder, owns 1,897,605 shares, or approximately 25%, of our outstanding common stock as of September 25, 2012. Although its ownership interest will decline, if outstanding stock options or warrants are exercised or if we sell additional shares of common stock or securities convertible into common stock, Yellowjacket can, for the foreseeable future, have significant influence over our management and affairs and will be able to control virtually all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as mergers or other sales of our company or assets. Its interests could differ from ours and those of our other stockholders. In addition, the concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

Although we have not provided earnings guidance to date, from time to time, we may release guidance in our quarterly earnings releases, our quarterly earnings conference call, or otherwise, regarding our future performance that ~~represent~~represents our management's estimates as of the date of release. If given, this guidance, which includes forward-looking statements, will be based on projections prepared by our management. These projections are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections, and accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. If we issue guidance, we will generally state possible outcomes as high and low ranges that are intended to provide a sensitivity

analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that we would release guidance would be to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance, if given, is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from our guidance, and the variations may be material. In light of the foregoing, investors are urged not to rely upon, or otherwise consider, our guidance in making an investment decision about our securities.

Our securities are thinly traded and there may not be an active, liquid trading market for them.

We may not maintain an active trading market for our securities on The Nasdaq Capital Market, or the volume of trading may not be sufficient to allow for timely trades. Investors may not be able to sell their securities quickly or at the latest market price if trading in ~~respect~~our securities is not active or if trading volume is limited. In addition, if trading volume in our securities is limited, trades of relatively small numbers of securities may have a disproportionate effect on the market price of our securities.

We have never declared or paid cash dividends on our common stock ~~Class A warrants or Class B warrants.~~and do not plan to pay any cash dividends in the near future. Our current policy is to retain all funds and any earnings for use in the operation and expansion of our business. If we do not pay cash dividends, our stock may be less valuable to investors because a return on their investment will only occur if our stock price appreciates.

Anti-takeover provisions and our right to issue preferred stock could make a third-party acquisition of us difficult.

~~Any failure~~Our articles of incorporation and bylaws contain provisions that would make it more difficult for a third party to ~~successfully implement~~acquire control of us, including a provision that our ~~operating strategy or the occurrence~~board of ~~any~~directors may issue preferred stock without stockholder approval. In addition, certain anti-takeover provisions of Nevada law, if and when applicable, could make it more difficult for a third party to acquire control of us, even if such change in control would be beneficial to our stockholders.

We expect to be an "accelerated filer" in future years, and as a result, we could incur significant additional compliance costs.

We are currently classified as a "Smaller Reporting Company" under Rule 12b-2 of the ~~events or circumstances set forth~~Exchange Act. Until we are classified as an "Accelerated Filer" (based upon our market capitalization reaching $75 million as of the applicable measuring date, among other requirements), we are exempt from compliance with Section 404(b) of the Sarbanes-Oxley Act of 2002 ("SOX"), relating to the attestation and reporting by our external auditing firm on our internal controls. In addition, we are permitted to make scaled disclosures in our ~~"Risk Factors" in this Annual Report on Form 10-K~~periodic reports and are subject to less stringent reporting deadlines. In future years, and possibly as early as fiscal year 2015, we expect to become an Accelerated Filer and will, therefore, be subject to the auditor attestation requirements of SOX and the expanded disclosure and accelerated reporting requirements of the Exchange Act. As a result of these heightened disclosure requirements, we could ~~result in the actual operating~~incur significant additional costs, which could affect our results ~~being different from our guidance, and such differences may be adverse and material.~~of operations.

Prior to May 4, 2010, there was no public market for our company's securities. From May 4, 2010 through June 11, 2010, our common stock traded on the NASDAQ Capital Market as part of a unit under the ticker symbol "SANWU." Each unit consisted of two shares of common stock, one Class A warrant and one Class B warrant. On June 14, 2010, the unit separated, and the components began trading as separate securities under the ticker symbols "SANW," "SANWA" and "SANWZ," for the common stock, Class A warrants and Class B warrants, respectively. In April 2013, we completed the redemption of all of our outstanding Class A warrants, and the Class A warrants ceased trading on the NASDAQ Capital Market as of the close of trading on April 15, 2013. The Class A warrants automatically expired on May 2, 2013. The following table sets forth the range of high and low sales prices per share of ~~Common Stock~~common stock as reported on NASDAQ for the periods indicated.

	High	Low	High	Low

Year Ended June 30, 2011
Year Ended June 30, 2013
First Quarter	$4.00	$2.85	$6.38	$4.43
Second Quarter	3.40	2.51	8.75	6.25
Third Quarter	5.25	3.18	11.40	7.70
Fourth Quarter	4.31	3.00	10.46	6.41

Year Ended June 30, 2012
Year Ended June 30, 2014
First Quarter	$5.13	$4.21	$9.21	$6.78
Second Quarter	5.03	3.95	8.23	4.82
Third Quarter	6.14	4.25	7.74	5.53
Fourth Quarter	6.55	5.23	8.23	5.86

On September ~~21, 2012,~~19, 2014, the closing price as reported on the NASDAQ Capital Market of our common stock was ~~$6.05~~$5.04 per share.

As of September ~~21, 2012,~~19, 2014, we had ~~6,873,000~~11,649,447 shares of common stock outstanding held by 1117 stockholders of record.

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

~~We sold no unregistered securities during the fiscal year ended June 30, 2012.~~None, that were not previously reported.

On May 3, 2010, our registration statement on Form S-1 (File No. 333-164588) was declared effective for our initial public offering, pursuant to which we registered the offering and sale of 1,400,000 units, each unit consisting of two shares of our common stock, one Class A warrant and one Class B warrant, at a public offering price of $11.00 per unit.

We raised approximately $12,822,056 in net proceeds after deducting underwriting discounts of $1,424,500 and other estimated offering costs of $1,153,444. ~~There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) on May 4, 2010.~~

~~From the effective date of the registration statement through June 30, 2012, we used approximately $9 million of~~As previously disclosed, the net proceeds ~~primarily~~from the sale of our units have been fully allocated.

In April 2013, we completed the redemption of all of our outstanding Class A warrants, and the Class A warrants ceased trading on the NASDAQ Capital Market as of the close of trading on April 15, 2013. The holders of the Class A Warrants had up to ~~pay off~~5:00 pm on April 29, 2013 to exercise their Class A Warrants (the "Redemption Time"). Any outstanding Class A Warrants that were not exercised prior to the ~~revolving credit facility, complete~~Redemption Time were redeemed by us for a price of $0.25 each, for an aggregate redemption cost to us of $6,840. To assist us in soliciting the exercise of the Class A warrants we engaged certain broker-dealers on a non-exclusive basis, as our agents for the solicitation of the exercise of the Class A warrants. We paid each broker-dealer a warrant solicitation fee of $0.3575 (5% of the exercise price) for each Class A warrant exercise solicited by the broker-dealer. As a result of the exercise of the Class A Warrants, we raised approximately $9.4 million in net proceeds after deducting warrant solicitation fees and other estimated offering costs of $0.4 million. The net proceeds have been used for working capital including the purchase of inventories.

The following table provides a summary of the ~~partnership interests~~number of ~~S&W Seed Company~~options granted under our 2009 Amended and ~~fund our operations including working capital investments into inventory~~Restated Equity Incentive Plan, the weighted average exercise price and the ~~improvements~~number of options remaining available for issuance at June 30, 2014.

(1) Column (a) includes 191,336 restricted stock units. Each restricted stock unit represents the right to ~~our facilities to support the anticipated growth~~receive one share of ~~our business. We have invested the remainder~~common stock upon vesting of the ~~funds~~unit. Vesting requires continuity of service and is time based and no exercise price is paid to receive the underlying share of common stock. Therefore, the weighted average exercise price included in ~~registered money market funds and short-term investments with original maturities~~column (b) does not include restricted stock units.

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand our results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our audited Consolidated Financial Statements and the accompanying notes to the Consolidated Financial Statements and other disclosures included in this Annual Report on Form 10-K (including the disclosures under "Item 1A. Risk Factors").

~~Our business includes (i) our core~~Founded in 1980 and headquartered in the Central Valley of California, we are the leading producer of warm climate, high-yield alfalfa seed ~~business, which has been expanded~~varieties, including varieties that can thrive in ~~fiscal 2012 to include our own farming operations; (ii) our more recently initiated stevia breeding and production operations; and (iii) our~~poor, saline soils. We also offer seed ~~and small grain~~ cleaning and processing ~~operations that leverage the excess capacity in our mill.~~for other seed manufacturers. Until we incorporated in 2009, our business was operated for almost 30 years as a general partnership and was owned by five general partners. We incorporated in October 2009 in Delaware, having bought out the former partners between June 2008 and May 2010, and ~~raised capital~~reincorporated as a Nevada corporation in December 2011. Following our ~~May 2010~~ initial public offering in ~~order~~fiscal 2010, we expanded certain pre-existing business initiatives and added new ones, including:

Our combination with SGI creates the world's largest non-dormant alfalfa seed company, and our combined company now has the competitive advantages of year-round production, which extends to ~~grow~~all areas of the ~~existing~~ alfalfa seed business, including sales, inventory management and ~~take~~cash collection cycles. SGI was incorporated as a limited proprietary corporation in South Australia in 1993, as Harkness Group, changed its name to Seed Genetics Australia Pty Ltd in 2002, and in 2011 changed its name to Seed Genetics International Pty Ltd. SGI's principal office space is located in Unley, South Australia.

We also own a seed-cleaning and processing facility in Five Points, California that was modernized and rebuilt in the ~~company~~late 1980's. The property encompasses a total of 40 acres, including 35 acres that are in ~~a new direction. We raised additional capital~~reserve for future development and five acres with permanent structures and three seed-processing lines. In recent years, the facility has operated at less than 25% of capacity, providing ample opportunity for growth, both in ~~May 2012 to help fund~~terms of cleaning the ~~purchase of Imperial Valley farmland and for working capital purposes.~~

~~Our~~ alfalfa seed ~~business consists~~we grow or purchase from our growers and providing cleaning services for San Joaquin Valley growers of ~~breeding our proprietary alfalfa seed varieties in order to be able to offer seed with the traits sought by our customers~~small grains such as ~~high salt~~wheat, barley and ~~heat tolerance and high yields, fulfilling~~triticale.

We fulfill our seed requirements ~~both~~ by contracting with farmers in the San Joaquin and Imperial Valleys of California and Southern Australia, and by internally farming acreage we have leased or purchased ~~processing~~in California. Once our seed is processed and ~~bagging the seed~~bagged at our facility in California or at the facilities of third party processors in Southern Australia, the majority of it is marketed and ~~marketing and selling it~~sold as certified seed to agribusiness firms and farmers throughout the ~~world.~~world for the growing of alfalfa hay. Our principal business is subject to uncertainty caused by various factors, which include but are not limited to the ~~following factors, among others:~~following: (i) our seed growers may decide to grow different crops when prices for alternative commodities are on the rise, which can ~~create a shortage of~~impact our ~~certified~~ability to produce seed; (ii) farmers who typically purchase our seed to grow alfalfa hay may plant alternative crops ~~either in reaction~~due to a decline in the dairy industry ~~which~~(and corresponding decline in ~~turn causes shrinking~~ demand for alfalfa ~~hay~~hay) or ~~because they can make a higher~~to plant crops with greater profit ~~planting alternative crops,~~margins and in either ~~way, with the result that~~case, smaller quantities of our seed ~~are purchased, or~~will be purchased; (iii) farmers may choose to convert their alfalfa hay crops to non-certified common seed ~~and~~resulting in an overabundance of non-certified seed entering the market ~~can drive~~and driving down the overall market price for alfalfa seed, including the market for certified alfalfa ~~seed. While we are attempting to mitigate~~seed; (iv) the risks of internally farmed operations such as adverse agronomic decisions, weather conditions, natural disasters, crop disease, pests, lack of water and other natural conditions as well as other factors outside our control; and (v) the risks of doing business internationally following our acquisition of SGI. As a result of these ~~risks by our new direct farming operations, agricultural risks will always remain. Consequently~~factors and others, our revenue and margins can be difficult to project.

In connection with our alfalfa seed operations since our May 2010 IPO, we have (i) leased acreage in Kern, and Madera Counties in California's San Joaquin Valley and in California's Imperial Valley, on which we are producing a portion of our alfalfa seed supply ourselves; (ii) purchased farmland in the Imperial Valley; (iii) purchased the customer list of our principal international distributor from its owner in order to sell our alfalfa seed directly to customers in Saudi Arabia and other Middle Eastern and African countries such as Sudan, Egypt and Morocco; (iv) acquired the rights to a portfolio of dormant alfalfa seed varieties in order to expand our product offerings into new geographic regions; (v) contracted with additional farmers to grow our proprietary seed; and (vi) expanded our sales and marketing efforts. We began direct international sales in June 2011. Our first crop of internally-produced alfalfa seed was planted in the second fiscal quarter of 2012 and will be harvested, cleaned, bagged and made available for sale to our customers in the first and second quarters of fiscal 2013, along with the seed we purchase from our contract growers.

~~While the dairy business on which our~~ alfalfa seed business is largely dependent upon the dairy and livestock industries, each of which is subject to significant and localized cycles of over-supply and ~~under-supply, these fluctuations are generally localized.~~under-supply. Consequently, although we are subject to the volatility of local markets, the breadth of our market and the quality niche of our certified seed have resulted in relatively stable demand in most years. However, the supply of seed in the marketplace is subject to substantial swings. ~~Fiscal 2011 proved to be a particularly challenging year, but fiscal 2012 reflected a significant turnaround in seed revenue.~~

From inception until 2003, almost all our seed sales were to distributors who exported our products to international markets. Modest sales efforts in the ~~western~~Western U.S. were initiated around 2003, and in the fiscal year ended June 30, 2010, our seed shipments were allocated approximately 51% to the domestic market and 49% to distributors who sold into international markets. In fiscal 2011, both markets were negatively impacted by events beyond our ~~control:~~control. The domestic market continued to be impacted by the dairy industry downturn that began in fiscal 2009 when dairy prices declined due to over-supply. ~~While in~~In normal years, we are typically able to offset this situation with sales to our distributors in our international ~~markets,~~markets. However, in fiscal 2011, our Middle East distributor experienced the most challenging year in its history due to an over-supply of uncertified common seed being sold at significantly reduced prices. WeAs a result of this over- supply in fiscal 2011, we and our distributor elected to hold back much of our certified proprietary seed rather than sell into ~~that~~the depressed ~~market in fiscal 2011. As a result of all of these factors, seed sales were down in fiscal 2011 compared to the prior year. However because~~market. Because of our decisions in fiscal 2011, we had strong levels of certified seed inventory available for sale in fiscal 2012 when most of the common seed that glutted those markets in fiscal 2011 had been sold out. This allowed us to meet expected demand and, to some extent, control pricing during our first year selling directly into international markets. We plan to continue to expand our served markets and therefore minimize the risks associated with any specific geographic market. More recently, in fiscal 2014, a surplus of less expensive Australian seed had a negative impact on the market. Australian growers are typically able to produce seed at a lower cost, which in the case of strong overall supply, can result in downward pricing across the market. This downward pressure on pricing resulted in some of our competitors moving away from South American markets and selling into the Middle East and North Africa at discounted prices in order to gain market share in those regions.

Our alfalfa seed business is seasonal, ~~with~~and historical sales prior to the acquisition of SGI were concentrated in the first six months of our fiscal year (July through December) ~~when customers are planting their fields.~~. The acquisition of SGI in April 2013 provides us with a geographically diversified and year-round production cycle allowing us to carry sufficient levels of inventory throughout the year to respond to customer demands in a more consistent manner. This ~~coincides with~~will likely mitigate (at least in part) the ~~period during which seed growers harvest and deliver seed~~seasonality of our business as the fourth quarter is now expected to ~~us.~~be a significant sales quarter for our newly combined global operation. We contract with growers based upon our anticipated market ~~demand;~~demand. Also, we mill, clean and stock the seed during the respective harvest ~~season~~seasons and ship from inventory throughout the year. Tests show that seed that has been held in inventory for over one year improves ~~quality of the seed.~~in quality. Therefore, ~~provided that we have sufficient capital to carry additional inventory,~~ we may increase our seed purchases and planned season end inventory if, in our judgment, we can generate increased margins and revenue with the aged ~~seed.~~seed and we have sufficient capital to carry additional inventory. This will also reduce the potential for inventory shortages in the event that we have higher than anticipated demand or other factors, such as a reduction in our available seed supply in a particular year as a result of our growers electing to plant alternative, higher priced crops ~~reducing our available seed supply in a particular year.~~or adverse weather events.

Although we believe an opportunity exists to materially expand our alfalfa seed business without substantially overhauling our operations, we could nevertheless encounter unforeseen problems. For example, in fiscal 2011 and 2012, some of our seed growers elected to grow alternative crops, such as cotton, that yielded greater profit than alfalfa ~~seed, and this~~seed. This shift to other crops could reoccur from time to time as commodity prices ~~shift.~~fluctuate. However, ~~having~~by first ~~leased~~leasing farmland in fiscal 2011, and then ~~gained~~gaining long-term access to additional farmland in the San Joaquin ~~and Imperial Valleys~~Valley of California through additional leases entered into in fiscal 2012, and a farmland ~~purchase~~purchases and leases in fiscal 2013, we now have the ability to grow a portion of our alfalfa seed production ourselves, which could partially mitigate this risk in future years. Although we have an experienced farming management and operations staff, ~~this~~our recently implemented direct farming ~~opportunity poses~~operations pose new challenges. As we obtain additional farmland, by lease or purchase, both our farming costs and risks could continue to ~~climb, and as our direct farming operations account for an increasingly significant portion of our seed requirements,~~climb. And, the farming decisions we make could have a ~~very~~significant negative impact on our results of operations. Traditionally, we have contracted with growers to pay a set price for each pound of clean seed that is delivered to us. Therefore, we do not carry the farming risk on seed yield of that particular type of production and that risk is borne by the contracted seed grower. In our internally farmed operations, we incur a number of costs, and therefore the amount seed yield directly impacts the cost per pound of seed produced which could be higher or lower than our contracted rate based on our ability to achieve lower or higher yields. Nevertheless, we believe that by vertically integrating our alfalfa seed business to include our own production, we can leverage our management infrastructure, our experienced agronomics team and our milling capacity while reducing our costs and more directly controlling our inventory. Expanding our contracted grower base in the Imperial Valley of California and Southern Australia will provide a greater level of diversification of production and we expect it to allow us to grow and gain additional market share.

~~Beginning in~~Up to this point, we have only sold non-genetically modified organism ("GMO") alfalfa seed varieties. In fiscal 2011, we ~~also faced the~~encountered a new challenge created by the availability of Roundup ~~Ready~~Ready® alfalfa ~~("RRA")~~ in the U.S. We are still uncertain as to the extent to which ~~RRA~~Roundup Ready® alfalfa might negatively impact our business, if at ~~all, but~~all. Moreover, the lack of regulations regarding field isolation could raise concerns about ~~contamination~~the adventitious presence of GMO material in our non-GMO seed. In fiscal 2012, the first year in which ~~RRA~~Roundup Ready® alfalfa was planted in the San Joaquin Valley, ~~some field contamination~~the presence of GMO traits in our fields was discovered. ~~Moreover, we sell into regions~~In fiscal 2013, the number of lots of our seed that tested positive for the ~~world~~adventitious presence of GMO was greater than in fiscal 2012. The preliminary testing results for our most recent harvest suggest that ~~have a zero tolerance policy regarding~~less than 1% of our estimated annual global production and sourced seed for fiscal 2014 will contain GMO ~~seed, so we will have to be able to maintain~~material. Maintaining the integrity of our seed is critical to us as a large majority of our customers are located within regions, including Saudi Arabia that substantially restrict or prohibit the importation of GMO seed varieties. We actively test for the presence of GMO in ~~order~~our seed stock in the San Joaquin Valley. The presence of GMO alfalfa in significant amounts of our contracted seed production could severely limit the amount of seed that we have available to sell into Saudi Arabia and other locations that prohibit GMO seed varieties. Furthermore, due to widespread negative perception of GMO material, even if we were able to successfully remediate the accidental occurrence of GMO in our seed production, there are no assurances that we would be able to achieve export sales to Saudi Arabia and other non-GMO locations at the same levels as we achieved before the accidental occurrence of GMO.

We have entered into a series of agreements with Monsanto and Forage Genetics to produce and sell GMO alfalfa seed to certain ~~parts~~regions of the ~~world. We are evaluating our options with respect to incorporating biotechnology into our~~world where GMO alfalfa seed ~~traits~~is approved; however, we are still conducting field trials on performance. Commercial production acreage will be planted in the Fall of 2014 for our first commercial harvest in the Fall of 2015. Once testing results have been approved by Monsanto sales could commence as early as the Fall of 2015 but may not start until the Fall of 2016. Due to issues surrounding field isolation from GMO-based crops and the ~~resulting impact on~~widespread ban of GMO-based crops in many international markets, including markets that are critical to our business, ~~strategy and operations.~~we must take particular care in the planting of any GMO-based alfalfa seed we grow.

We currently are using less than 25% of our mill capacity, ~~leaving room~~providing ample opportunity for ~~substantial~~ revenue growth without having to incur significant capital costs. In particular, we clean, process and bag seed and small grains for growers in the Five Points, California area during the periods in which we are not using the mill for our alfalfa seed business. ~~Although only representing a small portion of our business, our milling services operations have historically represented~~

We have also been developing our stevia business, working closely with PureCircle, one of the world's top stevia breeders and the world's largest stevia processor, in an effort to breed and select the best stevia varietiesgroundwork for the climate, soil and water conditions in the San Joaquin Valley. In July 2010, we entered into a five-year supply agreement with PureCircle under which it agreed to purchase all of our dried stevia leaf produced from seeds, plants and plant materials sourced from the processor or its agents that meets the contractual specifications, up to 130% of the quantity agreed upon by the parties on an annual basis. In May 2011, we commenced the planting of our first commercial ~~crop~~production of stevia ~~and harvested a portion of that crop~~ in the fall of 2011. We earned a modest amount of revenue from that harvest during the second quarter of fiscal 2012 when the dried leaf was shipped to our customer. In that initial commercial planting operation, our agronomists focused their efforts on ensuring our plantation has a healthy stand for the first winter months, not on maximizing yield. This was essentially a test harvest in which we cut only the top portion of the plants and experimented with harvesting methods and equipment settings. We expect the next stevia harvest will take place in the first half of fiscal 2013, although the exact timing of such harvest will depend on factors such as bloom rate and results of our internal tests, as we continue to evaluate and settle upon best farming practices.

~~In April 2012, we leased additional farmland for our stevia production near Los Banos, California, located in the heart of~~ California's Central ~~Valley. This newly leased farmland became our second~~Valley by conducting trials on various samples of stevia ~~field, which was planted during the summer of 2012 and will also be harvested in the first quarter of fiscal 2013.~~

~~Inasmuch as this~~material. Because stevia is a new line of business for us, and the incorporation of stevia extracts into food and beverages sold in the U.S. is still a relatively new industry, our plans may not succeed to the extent we expect or on the time schedule we have planned, or at all. We ~~incurred substantial expenses~~planted our first small-scale commercial crop of stevia in May and ~~earned no revenue~~June 2011 and completed the first harvest and its first small-scale shipment of dried stevia leaf under a previously signed supply agreement during the ~~2011~~second quarter of fiscal ~~year~~2012. In May 2013, as the result of a stevia crop loss, we ~~entered~~determined to shift the focus of our stevia program away from commercial production ~~business. In fiscal 2012, the amount of~~and towards further research and development ~~expenses~~of the stevia plant lines and breeding of improved varieties of stevia. We recorded a crop loss on stevia totaling $2,333,123 for the year ended June 30, 2013.

In our breeding program, we have identified stevia ~~has decreased as we moved into commercial~~plant lines containing high overall steviol glycosides, includingrebaudioside A ("Reb A"), stevioside, Reb B and Reb C. These plants have also been selected for their improved taste, production and hardiness. We have conducted extensive HPLC sample testing of stevia ~~leaf, but we earned only nominal revenue from our stevia operations. We expect our stevia revenue to grow significantly~~plants under development and have made further selections and crosses of these plants this season based upon test results. Selections so made are currently in ~~fiscal 2013 although it will remain a small portion~~multiple field trials. The results of ~~our total revenue for~~these trials (after further HPLC testing) should result in us filing patents in the ~~foreseeable future.~~

Fiscal Year Ended June 30, ~~2012~~2014 Compared to the Fiscal Year Ended June 30, ~~2011~~2013

~~Revenue~~for the fiscal year ended June 30, 2014 was $51,533,643 compared to $37,338,258 for the year ended June 30, ~~2012 was $14,147,617 compared to $3,641,380 for the year ended June 30, 2011.~~2013. The ~~$10,506,237,~~$14,195,385, or ~~289%~~38%, increase in revenue for 2014 was primarily due to the ~~2012~~acquisition of SGI which contributed an incremental $7,963,372 of seed revenue in the current fiscal year ~~was due to an $10,597,597 increase in seed and crop revenue, partially offset by a $91,360 decrease in milling and other services. The substantial increase in seed and crop revenue is due primarily~~compared to the ~~continuation~~prior year as prior year results only included three months of ~~direct sales to our customer in Saudi Arabia and to~~operations versus a lesser extent in other international markets, which reflects the success of our initiatives to sell direct into the international markets, along with strong demand for our proprietary alfalfa seed varieties. As previously communicated, we and our former distributor had intentionally decided to withhold our certified seed from the market in fiscal 2011 due to depressed pricing resulting from a glut of uncertified seedfull twelve months in the ~~market, rather than sell it at prices we felt were too low. International sales accounted for 70%~~current fiscal year. IVS contributed an additional $6,147,624 of ~~our 2012~~seed revenue in the current fiscal year ~~revenue~~ compared to ~~18%~~the prior year as prior year results only included nine months of operations versus a full twelve months in the ~~prior~~current fiscal year. The remaining increase can be attributed S&W's existing ("organic") business which increased 1% year over year.

Sales direct to international customers represented 81% and 73% of revenue during the fiscal years ended June 30, 2014 and 2013, respectively. Domestic revenue accounted for ~~30%~~19% and ~~82%~~27% of our total revenue for the fiscal ~~years ended June 30, 2012 and 2011, respectively.~~

Throughout fiscal 2011, the prices of commodities, such as cotton, corn and wheat, which compete with alfalfa hay for acreage, increased dramatically and, in some cases, hit all-time record highs. Additionally, the economic recovery of the U.S. dairy industry continued to lag in comparison to the agricultural industry as a whole and encouraged hay growers (our customers or customers of our distributor customers) to look for alternative crops such as cotton, which experienced dramatic price increases in fiscal 2011. This posed certain sales challenges in the domestic market during the 2011 fiscal year, but also created the opportunity of a developing shortage (and pricing power) for our alfalfa seed products in the 2012 fiscal year. We experienced a 44% increase in domestic revenue over the prior year.

~~Revenue for the~~ year ended June 30, ~~2012 included approximately $885,764 of milling~~2014 and ~~other services compared to $977,124 for the year ended June 30, 2011. The decrease is due to a reduction in volume of milling services being performed.~~2013, respectively.

Cost of revenue of ~~$10,239,914~~$41,561,736 in the fiscal year ended June 30, ~~2012~~2014 was ~~72%~~81% of revenue, while the cost of revenue of ~~$2,280,855~~$33,743,221 in the year ended June 30, ~~2011~~2013 was ~~63%~~90% of revenue. The dollar increase in cost of revenue for the current year was primarily attributable to ~~an increase in~~ the ~~amount seed sold. Margins on seed~~revenue growth of the company from the IVS and ~~crop~~SGI acquisitions. Cost of revenue ~~totaled 25% in fiscal 2012 versus 24% in the comparable period~~ in the prior ~~year. Included in the current~~ year ~~gross margins is~~included a $277,325 loss on wheat and triticale crops that occurred in June 2012. We believe these are one-time non-recurring losses. Excluding the crop losses from wheat and triticale, seed and crop margins totaled 27% in the fiscal 2012, which was an improvement from the prior year. The improvement can be primarily attributed to a 2% increase in the average selling price coupled with a 4% decrease in the average cost of seed sold versus the prior year.$2,333,123 stevia inventory impairment charge.

Total gross profit margins for the current year totaled ~~27.6%~~19.4% versus ~~37.4%~~15.9% (excluding the charge for the stevia impairment) in the prior year. The ~~significant increase~~improvement in ~~seed revenue in the current year principally contributed to the decrease in the total~~ gross profit margins ~~in fiscal 2012. This occurred because seed and crop sales constituted most of~~can be attributed to the ~~revenue in~~following factors: 1) the current year, and margins are lower in seed and crop sales than for milling services, which represented only 6% of the revenue in fiscal 2012. By comparison, in fiscal 2011, milling and other services contributed 27% of the total revenue recorded in the year, and therefore, thenewly acquired SGI business generated higher ~~margin line of business impacted the~~ gross profit margins which improved the overall profit margins of the combined business; and 2) the Company increased pricing and created lower cost blended products to ~~a greater degree.~~

~~We have contracts~~improve margins which is consistent with the Company's strategic initiatives. There will continue to be quarterly fluctuations in gross profit margins based on revenue mix, but we anticipate that we will improve gross margins in our growers for the production of seed for harvest periods that began in late summer and end in the fall. The price per pound in these 2012 grower contracts is approximately 18% more than the 2011 harvest product price.

~~We began our stevia initiative~~core business in fiscal ~~2010. We moved from a pilot program~~year 2015 compared to ~~commercial production in~~ fiscal 2011, planting the first commercial crop in the spring and summer of 2011. We earned our first stevia revenue of $25,382 during the second fiscal quarter of 2012 under a commercial supply agreement with a major stevia processor. Our agronomists focused their efforts on ensuring our plantation has a healthy stand for the first winter months, not on maximizing yield. This was essentially a test harvest in which we cut only the top portion of the plants and experimented with harvesting methods and equipment settings. We expect the next stevia harvest of this crop, as well as new acreage we planted in the summer of 2012, will take place in the first half of fiscal 2013.year 2014.

As of June 30, 2012, we have incurred $536,512 in stevia expenditures that are included in work in process inventories and $935,467 has been recorded as crop production costs, which is a long-term asset and the remaining costs have been expensed to research and development expense on the consolidated statement of operations.36

Inasmuch as we are still in the earliest stages of commercial stevia development, it is currently unknown whether these early crops will produce multiple cuttings and whether the cuttings will result in improved yields, although we expect future harvests will provide crop improvements as we perfect best agronomic practices for stevia. We further expect that our costs will be highest in the first year of production and will decline in subsequent years as we continue to harvest crops planted in earlier years.

Selling, general and administrative expenses ("SG&A") for the fiscal year ended June 30, ~~2012~~2014 totaled ~~$2,772,711~~$6,815,575 compared to ~~$2,166,375 in~~$5,762,838 for the year ended June 30, ~~2011.~~2013. The ~~$606,336~~$1,052,737, or ~~28%~~18%, increase in SG&A expense versus the prior year was primarily due to ~~a $305,633 increase in sales commissions paid to our international sales consultant, a $64,837 increase in non-cash stock based compensation, a $78,865 increase in repairs and maintenance~~the acquisition of SGI which contributed an additional $1,258,797 of SG&A expenses and the ~~remaining increase relates to various expenses to support our expansion. Included in~~acquisition of IVS which contributed an additional $192,952 of SG&A expenses ~~is non-cash stock-based compensation, which totaled $187,022 in the current year versus $122,185~~that were not included in the prior ~~year.~~year results. These increases were partially offset by the fact that prior year results included $486,166 of non-recurring transaction costs associated with the acquisition of SGI and IVS. As a percentage of revenue, SG&A expenses were ~~20%~~13% in the current year compared to ~~59%~~15% in the fiscal year ended June 30, ~~2011, primarily as a result of the significant increase in the dollar amount of revenue in fiscal 2012 compared to fiscal 2011.~~2013.

Research and development expenses ("R&D") for the fiscal year ended June 30, ~~2012~~2014 totaled ~~$242,523~~$840,578 compared to ~~$450,016~~$505,872 in the comparable period in the prior year. R&D expenses ~~decreased $207,493~~increased $334,706 in ~~fiscal 2012~~the current year due to a ~~$131,618 decrease~~$220,720 increase in ~~stevia product development expenses. In addition, we decreased~~ our alfalfa seed product development expenses ~~by $75,875~~and a $113,986 increase in ~~fiscal 2012 compared to fiscal 2011. We do expect to increase our~~ stevia product development ~~expenses in fiscal 2013.~~expenses.

Depreciation and amortization expense for the fiscal year ended June 30, ~~2012~~2014 was ~~$272,855~~$1,265,739 compared to ~~$242,431~~$694,595 for the year ended June 30, 2013. Included in the amount was amortization expense for intangible assets, which totaled $951,892 in the current year and $461,736 in the prior year. The $490,156 increase in amortization expense in the current year was directly attributable to the addition of intangible assets acquired in the IVS and SGI business combinations. The prior year amortization expense only included nine months of expense associated with the IVS acquisition and three months of expense associated with the SGI acquisition. The current year results reflect a full year of amortization expense for both the IVS and SGI acquisitions. The Company expects amortization expense to total approximately $950,000 in fiscal year 2015.

The Company incurred a foreign currency gain of $51,571 for the fiscal year June 30, 2014 compared to a loss of $263,973 for year ended June 30, ~~2011. Included~~2013. The foreign currency gains are associated with SGI, its wholly owned subsidiary in the amount is amortization expense for intangibles assets, which totaled $60,783 in fiscal 2012 and $46,238 in fiscal 2011. The increase in depreciation expense was attributable primarily to the addition of certain new fixed assets, including additional storage containers, irrigation equipment and bee trailers.Australia.

Interest expense, net during the fiscal year ended June 30, ~~2012~~2014 totaled ~~$20,937~~$653,290 compared to ~~interest income, net of $6,978~~$226,909 for the ~~fiscal~~ year ended June 30, ~~2011. Fiscal 2012 interest~~2013. Interest expense primarily consisted of interest incurred on the ~~fee for the unused~~SGI's credit facility ~~partially offset by~~with NAB and to a lesser extent interest ~~income derived from cash and cash equivalents.~~on the credit facility with Wells Fargo.

Income tax expense totaled ~~$199,310~~$87,116 for the fiscal year ended June 30, ~~2012~~2014 compared to an income tax benefit of ~~$685,577~~$1,343,123 for the year ended June 30, 2013. The Company's effective tax rate was 18.9% in the current year versus 34.8% in the year ended June 30, 2013.

~~We had~~2014 compared to net ~~income~~loss of ~~$374,835~~$2,516,027 for the ~~fiscal~~ year ended June 30, ~~2012 compared to a net loss of $811,448 for the fiscal year ended June 30, 2011.~~2013. The ~~increase~~improvement in profitability was attributable primarily to the ~~increase in shipments of alfalfa seed into international markets and revenue growth in our domestic markets in fiscal 2012,~~additional gross profit recorded during the current year partially offset by ~~an increase in SG&A and income tax expense, all of which are~~increased operating expenses from the SGI acquisition, as discussed above. The net income per basic and diluted common share for ~~fiscal 2012~~the current year was ~~$0.06,~~$0.03, compared to a net loss per basic and diluted common share of ~~$0.14~~$0.29 for the ~~fiscal~~ year ended June 30, ~~2011.~~2013.

Our working capital and working capital requirements fluctuate from quarter to quarter depending on the phase of the growing and sales cycle that falls during a particular quarter. Our need for cash ishas historically been highest in the second and third fiscal quarters (October through March) because we typically pay our California contracted growers progressively, starting in the second quarter. ~~Because of our long- standing, excellent relationships with most of our growers, we have the ability to negotiate extended payment terms.~~ In ~~the 2011 Fiscal Year,~~fiscal 2014, we paid our California growers approximately 50% ~~of the amount owed~~ in October ~~2010 (the second fiscal quarter)~~2013, and the remaining 50% in February 2011 (the third fiscal quarter), in accordance with the annual contracts. In fiscal 2012, we paid our growers approximately 33% of the amount owed in October 2011, an additional 33% in February 2012, and the remaining 34% was paid in ~~May 2012. Alfalfa seed harvest occurs during our first fiscal quarter (August and September), and we typically process most~~February 2014. The acquisition of ~~our~~SGI, an Australian-based alfalfa seed company, in April 2013 provides the Company with a geographically diversified and year-round production cycle which will likely result in less quarter-to-quarter fluctuation in revenues; however, it will put a greater demand on our working capital and working capital requirements during ~~September, October~~the second, third and ~~November. Therefore, the value of inventory is the highest in the first and second~~fourth quarters as ~~are~~the Company expects to pay its Australian growers during these periods as well as our ~~labor costs. But we also generate the greatest amount of cash receipts during the planting season~~California growers in the second ~~fiscal quarter (October through December).~~and third quarters.

Historically, due to the concentration of sales to certain distributors and key customers, which typically represented a significant percentage of alfalfa seed sales, our month-to-month and quarter-to-quarter sales and associated cash receipts were highly dependent upon the timing of deliveries to and

payments from these distributors and customers, which varied significantly from year to year. At the end of fiscal 2011, our largest international distributor left the alfalfa seed sales business, and we purchased its customer list in July 2011. We commenced direct international sales in June 2011. Although we had no history of directly selling into the Middle East and other international markets prior to June 2011, we believe that we have successfully transitioned into our direct sales model into the Middle East. We expect that as direct sellers, we will experience similar timing constraints to that which we were accustomed when we sold into these markets through our former distributor.

We continuously monitor and evaluate our credit policies with all of our customers based on historical collection experience, current economic and market conditions and a review of the current status of the respective trade accounts receivable balance. Our principal working capital components include cash and cash equivalents, accounts receivable, inventory, prepaid expense and other current assets, accounts payable and ~~accounts payable.~~our working capital lines of credit.

~~In May 2012,~~On January 16, 2013, we ~~sold 1,000,000 shares of our common stock in a confidentially marketed~~closed on an underwritten public offering ~~that~~of 1,400,000 common shares, which priced at ~~$5.50~~$7.50 per share. We received total proceeds, net of underwriting discounts and equity offering costs, of ~~$5,006,311. In September 2012,~~approximately $9.4 million.

On March 12, 2013, we ~~sold 600,000~~announced that we were exercising our option to call for redemption the Class A warrants. As a result, 1,372,641 shares of ~~our~~ common stock inwere issued as a ~~private placement~~result of 1,372,641 Class A warrants being exercised. We received proceeds, net of fees and expenses, of $9,366,212 during the year ended June 30, 2013. The 27,359 remaining Class A Warrants that were not exercised by the deadline were redeemed by the Company for a price of $0.25 each, for an aggregate redemption cost to ~~one accredited investor, which was priced at $5.85 per share, resulting in gross proceeds received by us~~S&W of ~~$3,510,000. No commissions or discounts were paid in connection with the private placement.~~$6,765. There are no remaining Class A Warrants outstanding.

~~In the fiscal 2012,~~Since 2011 we ~~increased our working capital line of~~have had an ongoing revolving credit facility agreement with Wells Fargo Bank, National Association ("Wells Fargo").

On February 21, 2014, we entered into new credit agreements with Wells Fargo and thereby became obligated under new working capital facilities (collectively, the "New Facilities"). The New Facilities include (i) a domestic revolving facility of up to $4 million to refinance our outstanding credit accommodations from Wells Fargo and for working capital purposes, and (ii) an export-import revolving facility of up to $10 million for financing export-related accounts receivable and inventory (the "Ex-Im Revolver"). The availability of credit under the ~~terms~~Ex-Im Revolver will be limited to an aggregate of ~~which we~~90% of the eligible accounts receivable (as defined under the credit agreement for the Ex-Im Revolver) plus 75% of the value of eligible inventory (also as defined under the credit agreement for the Ex-Im Revolver), with the term "value" defined as the lower of cost or fair market value on a first-in first-out basis determined in accordance with generally accepted accounting principles. All amounts due and owing under the New Facilities must be paid in full on or before April 1, 2015. The New Facilities are ~~able~~secured by a first priority lien on accounts receivables and other rights to ~~draw down up~~payment, general intangibles, inventory, and equipment. The New Facilities are further secured by a lien on, and a pledge of, 65% of the stock of the Company's wholly owned subsidiary, Seed Genetics International Pty Ltd. The Facilities bear interest either (i) at a fluctuating rate per annum determined by Wells Fargo to ~~$7,500,000~~be 2.25% above the daily one-month LIBOR Rate in effect from time to ~~fund our seasonal~~time, or (ii) at a fixed rate per annum determined to be 2.25% above LIBOR in effect on the first day of the applicable fixed rate term. Interest is payable each month in arrears.

The outstanding balance on the Wells Fargo working capital ~~needs.~~facilities was $8.3 million at June 30, 2014. The ~~outstanding principal balance of the line of credit bears interest at the one month LIBOR plus 2%, which equals 2.22% per annum~~Company was in compliance with all debt covenants as of September 21, 2012. The line of credit bears a standby fee on one-half percent per annum on the average daily unused amount of the line of credit, for a maximum of $25,000 if the line is not utilized. As of September 21, 2012, we have not drawn down on the line, and during the fiscal year ended June 30, ~~2012, we incurred $29,236 of fees for the unused portion of the credit facility.~~2014.

InJuly 2012, we obtained a term loan from Wells Fargo in a principal amount of up to $2,625,000 (the "Term Loan"), which we used to fund a portion of the purchase of the 640 acres of Imperial Valley farmland. The Term Loan bears interest at a rate per annum equal to 2.35% above LIBOR ~~in effect on the from time to time~~ as specified in the term note. Under the term loan, we are also required to pay both monthly and annual principal reduction as follows: The first installment of monthly principal repayments commenced in August 2012 and ~~will continue~~continued at a fixed amount per month until the first annual increase in July 2013. Thereafter, the amount of monthly principal reduction will increase in August of each year through August 2018. The last monthly payment will be made in July 2019. The monthly principal repayments ~~will~~ range from $8,107 per month through the July 2013 payment up to a high of $9,703 per month in the final year (August 2018 through July 2019). ~~Annual~~There are annual principal payments ~~will be payable~~ in August 2013 and 2014 in the amount of $56,000, with a final installment, consisting of all remaining unpaid principal due and payable in full on July 5, 2019. We may prepay the principal at any time, provided that a minimum of the lesser of $100,000 or the entire outstanding principal balance is prepaid at any one time.

SGI finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility with National Australia Bank Limited ("NAB"). The current facility expires on January 1, 2015 (the "NAB Facility Agreement") and, as of June 30, 2014, $7,583,405 was outstanding under this facility.

The NAB Facility Agreement comprises several facility lines, including an overdraft facility (AUD $980,000 limit which translates to USD $923,062 at June 30, 2014) and an interchangeable market rate facility and an overseas bills purchased facility (AUD $9,000,000 combined limit which translated to USD $8,477,100 at June 30, 2014). The market rate facility is to be reduced in stages according to the following schedule: AUD $7,000,000 by October 31, 2014; AUD $6,000,000 by November 30, 2014; and AUD $5,500,000 by December 31, 2014.

For all NAB facilities, interest is payable each month in arrears. In the event of a default, as defined in the NAB Facility Agreement, the principal balance due under the facilities will thereafter bear interest at an increased rate per annum above the interest rate that would otherwise have been in effect from time to time under the terms of each facility (e.g., the interest rate increases by 4.5% per annum under the market rate and overdraft facilities upon the occurrence of an event of default).

Effective April 21, 2014, the Company agreed to become the guarantor for the NAB Facility and thereby release the SGI's founders from their personal guarantees to NAB. Pursuant to the terms of the guarantee, in the event of a payment default by SGI and the NAB's exhaustion of all available remedies under the NAB Facility, the Company agrees to pay all unpaid amounts due and owing from SGI to NAB under the NAB Facility up to AUD $10.0 million.

The following table shows a summary of our cash flows for the fiscal years ended June 30, ~~2012~~2014 and ~~2011:~~2013:

As of June 30, ~~2012,~~2014, we had cash and cash equivalents of ~~$8.2~~approximately $1.2 million. Cash and cash equivalents consist of cash and money market accounts. To date we have experienced no loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurances that access to our invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets.

Amounts deposited with third-party financial institutions exceed the Federal Deposit Insurance Corporation, or FDIC, and Securities Investor Protection Corporation, or SIPC, insurance limits, as applicable. These cash and cash equivalents balances could be impacted if the underlying financial institutions fail or are subjected to other adverse conditions in the financial markets. To date we have experienced no loss or lack of access to our cash and cash equivalents.

For the fiscal year ended June 30, ~~2012,~~2014, operating activities ~~provided $34,124~~used $17,867,038 in cash, as a result of a net income of ~~$374,835~~$373,100 and ~~an increase in accounts payable (including related party) of $1,022,814, partially offset by~~ an increase in accounts receivable of ~~$909,489 and~~$11,301,001, an increase in ~~crop production costs~~inventories of ~~$877,861.~~$2,135,746, and a decrease in accounts payable (including related parties) of $4,740,089. For the fiscal year ended June 30, ~~2011,~~2013, operating activities used ~~$3,699,015~~$4,978,951 in cash, as a result of a net loss of ~~$811,448,~~$2,516,027 and an increase in accounts receivable of $5,582,324 and an increase in inventories of ~~$2,947,680 and~~$1,215,745 partially offset by an increase in ~~deferred tax assets of $685,577, partially offset by a decrease in accounts receivable of $307,372.~~

~~Due to the seasonality of our business, our inventory and~~ accounts payable ~~balances are typically at their highest levels during the first and second quarters~~(including related parties) of the fiscal year. Because the germination rate, and therefore the quality, of alfalfa seed improves over the first year of storage, inventory obsolescence is not a material concern. We do not see any recoverability issues with respect to our current inventory balances of alfalfa seed on hand. We may choose to carry higher levels of inventory in future periods to meet anticipated demand, although the anticipated timing of such possible increased demand, if any, cannot be ascertained.$3,175,585.

Our largest customer, which is located in Saudi Arabia, owed us approximately ~~$2.1~~$5.2 million at June 30, ~~2012. The~~2014. Subsequent to year end, we have collected approximately $1.9 million of this balance and the remaining outstanding balance ~~of $2.1 million was paid in full during the first quarter of fiscal 2013. These~~is still current as these outstanding invoices have ~~90 day~~150-day payment terms. Our relationship with this customer is strong, and we intend to continue to do a significant amount of business together. ~~In future periods, we may also further extend credit to this customer.~~Including our largest customer mentioned above, three customers comprised 32% of our accounts receivable at June 30, 2014.

Our investing activities during the fiscal year ended June 30, ~~2012~~2014 totaled ~~$543,484.~~$764,109. These activities consisted primarily ~~of the purchase of our distributor's customer list for $165,000,~~of: 1) additions to property, plant, and equipment and 2) a ~~$150,000 down payment for farmland and the purchase of bee trailers and irrigation equipment totaling $220,830.~~minority investment in Bioceres S.A., an Argentinian agrobiotechnology company. Our investing activities during the fiscal year ended June 30, ~~2011~~2013 totaled ~~$392,958 and~~$15,796,376. These activities consisted primarily of: 1) the purchase of 640 acres of farmland in the ~~addition~~Imperial Valley of certain new fixed assets, including upgrades to the milling facility, additional storage containers, a vehicle and other equipment. During fiscal 2013, we expect to have ongoing capital expenditure requirements to support ourCalifornia which are being used for alfalfa seed production; 2) the acquisition of IVS on October 1, 2012; 3) the purchase of additional farmland in Imperial Valley in December 2012; 4) the acquisition of additional farmland in Imperial Valley in February 2013; and ~~stevia production plans and other infrastructure needs.~~5) the acquisition of SGI on April 1, 2013.

Our financing activities during the fiscal year ended June 30, ~~2012,~~2014 consisted primarily of $8.9 million of net borrowings from our lines of credit with Wells Fargo and NAB. We also made principal payments totaling $0.75 million on the long-term loans.

Our financing activities during the fiscal year ended June 30, 2013 consisted of a ~~confidentially marketed public offering~~private placement of ~~1,000,000~~600,000 common shares, which was completed in ~~May~~September 2012. We received proceeds, net of equity offering costs, of $3.5 million from this transaction. In January 2013, we closed on an underwritten public offering of 1,400,000 common shares, which priced at $7.50 per share. We received total proceeds, net of underwriting discounts and equity offering costs, of ~~$5,006,311 from this offering.~~approximately $9.4 million. On March 12, 2013, we announced that we were exercising our option to call for redemption the Class A warrants. As a result, 1,372,641 shares of common stock were issued as a result of 1,372,641 Class A warrants being exercised. We ~~did not have any financing activities~~received proceeds, net of fees and expenses, of $9.4 million during the year ended June 30, ~~2011.~~2013. We also entered into a long-term loan with Wells Fargo generating proceeds of $2,625,000 all of which were used for the purchase of Imperial Valley farmland.

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

We did not have any ~~significant~~ off-balance sheet arrangements during the fiscal year ended June 30, ~~2012.~~2014.

Our future liquidity and capital requirements will be influenced by numerous factors, including:

The accounting policies and the use of accounting estimates are set forth in the footnotes to the ~~audited~~ consolidated financial statements.

In preparing our financial statements, we must select and apply various accounting policies. Our most significant policies are described in Note 2 - Significant Accounting Policies set forth in the notes to the financial statements. In order to apply our accounting policies, we often need to make estimates based on judgments about future events. In making such estimates, we rely on historical experience, market and other conditions, and on assumptions that we believe to be reasonable. However, the estimation process is by its nature uncertain given that estimates depend on events over which we may not have control. If market and other conditions change from those that we anticipate, our results of operations, financial condition and changes in financial condition may be materially affected. In addition, if our assumptions change, we may need to revise our estimates, or to take other corrective actions, either of which may also

have a material effect on our results of operations, financial condition or changes in financial condition. Members of our senior management have discussed the development and selection of our critical accounting estimates, and our disclosure regarding them, with the audit committee of our board of directors, and do so on a regular basis.

We believe that the following estimates have a higher degree of inherent uncertainty and require our most significant judgments. In addition, had we used estimates different from any of these, our results of operations, financial condition or changes in financial condition for the current period could have been materially different from those presented.

Intangible ~~Assets~~:Assets: All amortizable intangible assets are assessed for impairment whenever events indicate a possible loss. Such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the recorded value of the intangible asset, the carrying amount of the intangible is reduced by the estimated cash-flow shortfall on a discounted basis, and a corresponding loss is charged to the consolidated statement of operations. Significant changes in key assumptions about the business, market conditions and prospects for which the intangible asset is currently utilized or expected to be utilized could result in an impairment charge.

Stock-Based Compensation: We account for stock-based compensation in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 718 Stock Compensation, which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee's requisite service period (generally the vesting period of the equity grant).

We account for equity instruments, including stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees (FASB ASC 505-50). Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest.

We use the ~~binomial~~ lattice valuation model to estimate the fair value of options granted under share-based compensation plans. The ~~binomial~~ lattice valuation model requires us to estimate a variety of factors including, but not limited to, the expected term of the award, stock price volatility, dividend rate, risk-free interest rate, attrition rate, and exercise rate. The input factors to use in the valuation model are based on subjective future expectations combined with management judgment. The expected term used represents the weighted-average period that the stock options are expected to be outstanding. We ~~use~~have used the historical volatility ~~of a comparable peer group to derive~~for our stock for the expected volatility assumption required in the lattice model as it is more representative of ~~our common stock. The peer group historical volatility is used due to the limited trading history of our common stock.~~future stock price trends. We use a risk-free interest rate that is based on the implied yield available on U.S. Treasury issued with an equivalent remaining term at the time of grant. We have not paid dividends in the past and currently do not plan to pay any dividends in the foreseeable future, and as such, dividend yield is assumed to be zero for the purposes of valuing the stock options granted. We evaluate the assumptions used to value stock awards on a quarterly basis. If factors change and we employ different assumptions, share-based compensation expense may differ significantly from what we have recorded in the past. When there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned share-based compensation expense. To the extent that we grant additional equity securities to employees, our share-based compensation expense will be increased by the additional unearned compensation resulting from those additional ~~equity securities.~~grants.

Income Taxes:We regularly assess the likelihood that deferred tax assets will be recovered from future taxable income. To the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established or increased, an income tax charge is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. Changes in tax laws, statutory tax rates and estimates of the ~~company's~~Company's future taxable income levels could result in actual realization of the deferred tax assets being materially different from the amounts provided for in the consolidated financial statements. If the actual recovery amount of the deferred tax asset is less than anticipated, we would be required to write-off the remaining deferred tax asset and increase the tax provision, resulting in a reduction of net income and stockholders' equity.

Inventories: All inventories are accounted for on a lower of cost or market basis. Inventories consist of raw materials and finished goods as well as in the ground crop inventories. Depending on market conditions, the actual amount received on sale could differ from our estimated value of inventory. In order to determine the value of inventory at the balance sheet date, we evaluate a number of factors to determine the adequacy of provisions for inventory. The factors include the age of inventory, the amount of inventory held by type, future demand for products and the expected future selling price we expect to realize by selling the inventory. Our estimates are judgmental in nature and are made at a point in time, using available information, expected business plans and expected market conditions. We perform a review of our inventory by product line on a quarterly basis.

Our subsidiary SGI does not fix the final price for seed payable to its growers until the completion of a given year's sales cycle pursuant to its standard contract production agreement. We record an estimated unit price, accordingly, inventory, cost of goods sold and gross profits are based upon management's best estimate of the final purchase price to our SGI growers. To the extent the estimated purchase price varies from the final purchase price for seed, the adjustment to actual could materially impact the results in the period when the difference between estimates and actuals are identified. If the actual purchase price is in excess of our estimated purchase price, this would negatively impact our financial results including a reduction in gross profits and net income.

In ~~May 2011,~~February 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, ~~(ASU) No. 2011-04,~~~~Fair Value Measurement (Topic 820): Amendments~~or ASU, 2013-02, Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires companies to ~~Achieve Common Fair Value Measurement~~report, in one place, information about significant reclassifications out of accumulated other comprehensive income, or AOCI, and ~~Disclosure Requirements~~disclose more information about changes in ~~U.S. GAAP and IFRSs. This update clarifies~~AOCI balances. We adopted this ASU in the ~~application~~first quarter of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011, which for the Company was January 1, 2012.fiscal 2014. The adoption of this ~~update~~standard did not have a material impact on ~~its~~our consolidated financial statements.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides guidance for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. We will adopt the standard effective July 1, 2014. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements.

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

To the Board of Directors and Stockholders
of S&W Seed Company
Five Points, California

We have audited the accompanying consolidated balance sheets of S&W Seed Company (the "Company") as of June 30, ~~2012~~2014 and ~~2011~~2013 and the related consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of S&W Seed Company as of June 30, ~~2012~~2014 and ~~2011~~2013 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.

		June 30,		June 30,		June 30,		June 30,
		2012		2011		2014		2013
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	8,235,495	$	3,738,544	$	1,167,503	$	11,781,074
Accounts receivable, net		2,716,985		1,803,909		24,255,596		12,700,106
Inventories		6,116,785		5,664,119
Inventories, net						28,485,584		25,822,467
Prepaid expenses and other current assets		138,236		58,451		230,907		509,037
Deferred tax asset		215,688		352,393		1,300,665		954,874
TOTAL CURRENT ASSETS		17,423,189		11,617,416		55,440,255		51,767,558

Property, plant and equipment, net of accumulated depreciation		2,441,186		2,299,306
Property, plant and equipment, net						10,356,809		10,239,435
Goodwill						4,939,462		4,832,050
Other intangibles, net		606,653		502,436		14,590,771		15,240,835
Crop production costs		1,098,292		220,431
Crop production costs, net						1,952,100		1,582,599
Deferred tax asset - long term		464,375		517,672		1,666,488		1,920,742
Other asset - long term						354,524		-
TOTAL ASSETS	$	22,033,695	$	15,157,261	$	89,300,409	$	85,583,219

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	1,141,162	$	207,074	$	15,026,669	$	19,512,235
Accounts payable - related party		307,589		218,863
Accounts payable - related parties						1,053,874		893,929
Accrued expenses and other current liabilities		454,512		169,060		818,730		1,662,642
Working capital lines of credit						15,888,640		6,755,998
Foreign exchange contract liability						-		663,043
Current portion of long-term debt						267,764		746,788
TOTAL CURRENT LIABILITIES		1,903,263		594,997		33,055,677		30,234,635

Non-compete payment obligation, less current portion						150,000		200,000
Other non-current liabilities						21,108		122,881
Deferred tax liability - non-current						106,758		299,682
Long-term debt, net						4,452,631		4,668,958

TOTAL LIABILITIES		1,903,263		594,997		37,786,174		35,526,156

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized;
no shares issued and outstanding		-		-		-		-
Common stock, $0.001 par value; 50,000,000 shares authorized;
6,873,000 issued and outstanding at June 30, 2012; 5,800,000
issued and outstanding at June 30, 2011		6,873		5,800
11,665,093 issued and 11,640,093 outstanding at June 30, 2014;
11,584,101 issued and outstanding at June 30, 2013						11,666		11,585
Treasury stock, at cost, 25,000 shares at June 30, 2014 and no shares at June 30, 2013						(134,196)		-
Additional paid-in capital		19,796,976		14,604,716		55,121,876		54,338,758
Retained earnings (deficit)		326,583		(48,252)		(1,816,344)		(2,189,444)
Accumulated other comprehensive loss						(1,668,767)		(2,103,836)
TOTAL STOCKHOLDERS' EQUITY		20,130,432		14,562,264		51,514,235		50,057,063
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	22,033,695	$	15,157,261	$	89,300,409	$	85,583,219

						Years Ended
		Years Ended				June 30,
		June 30,				2014		2013
		2012		2011
Revenue					$	51,533,643	$	37,338,258
Seed and crop revenue	$	13,261,853	$	2,664,256
Milling and other revenue		885,764		977,124
Total revenue		14,147,617		3,641,380

Cost of revenue						41,561,736		33,743,221
Cost of seed and crop revenue		9,912,781		2,027,188
Cost of milling and other revenue		327,133		253,667
Total cost of revenue		10,239,914		2,280,855

Gross profit		3,907,703		1,360,525		9,971,907		3,595,037

Operating expenses
Selling, general and administrative expenses		2,772,711		2,166,375		6,815,576		5,762,838
Research and development expenses		242,523		450,016		840,578		505,872
Depreciation and amortization		272,855		242,431		1,265,739		694,595

Total operating expenses		3,288,089		2,858,822		8,921,893		6,963,305

Income (loss) from operations		619,614		(1,498,297)		1,050,014		(3,368,268)

Other (income) expense
Loss on disposal of fixed assets		24,532		5,706
Interest (income) expense, net		20,937		(6,978)
Other expense
Gain on disposal of fixed assets						(11,921)		-
Foreign currency loss (gain)						(51,571)		263,973
Interest expense, net						653,290		226,909

Net income (loss) before income tax expense (benefit)		574,145		(1,497,025)
Income (loss) before income tax expense (benefit)						460,216		(3,859,150)
Income tax expense (benefit)		199,310		(685,577)		87,116		(1,343,123)
Net income (loss)	$	374,835	$	(811,448)	$	373,100	$	(2,516,027)

Net income (loss) per common share:
Basic	$	0.06	$	(0.14)	$	0.03	$	(0.29)
Diluted	$	0.06	$	(0.14)	$	0.03	$	(0.29)

Weighted average number of common shares outstanding:
Basic		5,904,110		5,800,000		11,572,406		8,770,975
Diluted		5,906,899		5,800,000		11,733,621		8,770,975

S&W SEED COMPANY
(A NEVADA CORPORATION)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

S&W SEED COMPANY
(A NEVADA CORPORATION)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

		Years Ended				Years Ended
		June 30,				June 30,
		2012		2011		2014		2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	374,835	$	(811,448)	$	373,100	$	(2,516,027)
Adjustments to reconcile net income (loss) from operating activities to net
cash provided by (used in) operating activities
cash used in operating activities
Stock-based compensation		187,022		122,185		872,711		1,053,895
Change in allowance for doubtful accounts		(3,587)		3,587		49,687		22,869
Depreciation and amortization		272,855		242,431		1,265,739		694,595
Loss on disposal of fixed assets		24,532		5,706
Stevia crop loss charge						-		2,333,123
Gain on disposal of fixed assets						(11,921)		-
Change in foreign exchange contracts						(666,310)		778,478
Amortization of debt discount						51,438		12,686
Changes in:
Accounts receivable		(909,489)		307,372		(11,301,001)		(5,582,324)
Inventories		(452,666)		(2,947,680)		(2,135,746)		(3,548,868)
Prepaid expenses and other current assets		(79,785)		17,450		273,415		(354,685)
Crop production costs		(877,861)		(220,431)		(369,501)		(484,307)
Deferred tax asset		190,002		(685,577)		(512,971)		(1,663,149)
Accounts payable		934,088		(87,403)		(4,890,482)		2,583,242
Accounts payable - related party		88,726		217,081
Accounts payable - related parties						150,393		592,343
Accrued expenses and other current liabilities		285,452		137,712		(912,671)		1,101,243
Net cash provided by (used in) operating activities		34,124		(3,699,015)
Other non-current liabilities						(102,918)		(1,705)
Net cash used in operating activities						(17,867,038)		(4,978,591)

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(384,984)		(397,458)		(434,416)		(7,738,876)
Acquisition of customer list		(165,000)		-
Proceeds from disposal of property, plant and equipment		6,500		4,500
Proceeds from disposal of fixed assets						24,832		-
Acquisition of business						-		(8,000,000)
Acquisition of germ plasm						-		(57,500)
Investment in Bioceres						(354,525)		-
Net cash used in investing activities		(543,484)		(392,958)		(764,109)		(15,796,376)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from public offering		5,006,311		-
Net proceeds from sale of common stock in equity offerings						-		12,876,224
Net proceeds from warrant exercises						213,676		9,579,888
Redemption of unexercised warrants						-		(6,765)
Common stock repurchased						(134,196)		-
Taxes paid related to net share settlements of stock-based compensation awards						(303,188)		-
Borrowings and repayments on lines of credit, net						8,914,888		(513,344)
Borrowings of long-term debt						-		2,625,000
Repayments of long-term debt						(746,789)		(91,949)
Net cash provided by financing activities		5,006,311		-		7,944,391		24,469,054

NET INCREASE OR (DECREASE) IN CASH		4,496,951		(4,091,973)
EFFECT OF EXCHANGE RATE CHANGES ON CASH						73,185		(148,508)

NET INCREASE (DECREASE) IN CASH						(10,613,571)		3,545,579

CASH AND CASH EQUIVALENTS, beginning of the period		3,738,544		7,830,517		11,781,074		8,235,495

CASH AND CASH EQUIVALENTS, end of period	$	8,235,495	$	3,738,544	$	1,167,503	$	11,781,074

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	19,167	$	-	$	555,970	$	362,287
Income taxes		22,000		-	$	777,821	$	-

~~Seed Holding, LLC ("Seed Holding") was formed~~The original business of the Company, that is, breeding, growing, processing and selling alfalfa seed, began as ~~a Nevada limited liability company on June 27, 2008 for the purpose of acquiring a majority ownership interest in~~ S&W Seed Company, a ~~California~~ general partnership, ~~("S&W"), which was engaged~~ in ~~the business of breeding, growing, processing and selling agricultural commodities, such as alfalfa seed, and to a lesser extent, wheat and small grains.~~

On June 27, 2008, the general partners of S&W entered into an agreement for sale of their partnership interests to Seed Holding. Under the terms of the agreement, Seed Holding agreed to purchase 90% of S&W for $3,600,000 in three separate closing transactions. By amendment to that agreement, in December 2009, Seed Holding agreed to purchase the entire partnership. At December 31, 2009, Seed Holding legally owned an 85% general partnership interest and had issued $730,000 in promissory notes to the four general partners. These notes were due on June 30, 2010 but accelerated upon the closing of the Company's initial public offering. Seed Holding agreed to purchase the remaining 15% general partnership interest on the earlier of June 30, 2010 or the closing of the Company's initial public offering.

July 1980. The corporate entity, S&W Seed Company, ~~(the "Company"),~~ was incorporated in Delaware onin October 2, 2009. ~~In January 2010,~~The corporation is the ~~members of~~successor entity to Seed Holding, ~~exchanged their membership units for 3,000,000 shares of~~LLC, which had purchased a majority interest in the ~~Company's common stock, the Delaware corporation became the sole member of Seed Holding, and the corporation assumed the obligation to purchase the remaining 15%~~ general partnership ~~interest.~~between June 2008 and December 2009. Following the ~~receipt of the net proceeds from the~~Company's initial public offering in May 2010, the Company ~~repaid the promissory notes in full and~~ purchased the ~~final~~remaining general partnership interests ~~resulting in~~and became the sole owner of the business. Seed Holding, ~~owning 100%~~LLC is a consolidated subsidiary of the ~~former partnership.~~Company.

~~The accounting rules applicable to the agreement mandate that Seed Holding account for the acquisition of 90% of the partnership as of June 30, 2009 and 100% of the partnership as of~~In December 31, 2009 and subsequent periods. These financial statements reflect this accounting treatment. Prior period consolidated financial statements have been re-classified to conform to the equity presentation of the Company as a C-corporation.

~~On December 13,~~ 2011, S&W Seed Company ~~("S&W Delaware"),~~ consummated a merger (the "Reincorporation") with and into its ~~wholly-owned~~wholly owned subsidiary, S&W Seed Company, a Nevada corporation, ~~("S&W Nevada"),~~ pursuant to the terms and conditions of an Agreement and Plan of ~~Merger entered into by S&W Nevada and S&W Delaware on December 10, 2011.~~Merger. As a result of the Reincorporation, the Company is now a Nevada corporation.

Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural commodities, ~~including~~primarily alfalfa ~~seed, and to a lesser extent, wheat and small grains.~~seed. The Company owns a 40-acre seed cleaning and processing facility located in Five Points, California that it has operated since its inception. The Company's products are primarily grown under contract by farmers in the San Joaquin and Imperial Valleys of California, Southern Australia as well as by the Company itself under a small direct farming operation. Though the Company's proprietary alfalfa seed varieties have been a mainstay of the business for decades, S&W has in the past derived material revenue from the processing of wheat and other small grains. The Company began its stevia initiative in fiscal 2010 and ~~moved from a pilot program to commercial production in fiscal 2011. The Company recorded~~is currently focused on breeding improved varieties of stevia, improving its ~~first~~harvesting and milling techniques, and developing marketing and distribution programs for its stevia ~~revenue in the second quarter of fiscal 2012 under a commercial supply agreement with a major stevia processor.~~products.

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").

The consolidated financial statements include the accounts of Seed Holding, LLC and its other wholly-owned ~~subsidiary,~~subsidiaries, S&W Australia which owns 100% of SGI, and Stevia California, LLC. All significant intercompany balances and transactions have been eliminated.

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, inventory valuation and obsolescence, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

~~Certain amounts in the 2011 fiscal year consolidated financial statements have been reclassified to conform to the 2012 fiscal year presentation.~~

The Company's revenue is principally derived from the sale of alfalfa seed, the market for which is highly competitive. The Company depends on a core group of significant customers. ~~One customer~~Two customers accounted for ~~67% and 18%~~21% of its net revenue for the ~~years~~year ended June 30, ~~2012~~2014 and ~~2011, respectively.~~one customer accounted for 24% of its net revenue for the year ended June 30, 2013.

~~Two customers comprised 86% and 65%~~One customer accounted for 32% of the Company's accounts receivable at June 30, ~~2012 and 2011, respectively.~~2014. Three customers accounted for 41% of the Company's accounts receivable at June 30, 2013.

Sales direct to international customers represented ~~70%~~81% and ~~18%~~73% of revenue during the years ended June 30, ~~2012~~2014 and ~~2011,~~2013, respectively. ~~All~~As of June 30, 2014, approximately 3% of the ~~Company's sales to international~~net book value of fixed assets were located outside of the United States.

The following table shows revenues from external customers ~~are transactions which are~~by country:

The Company translates its foreign operations' asset and liabilities denominated in foreign currencies into U.S. ~~Dollars. Accordingly,~~dollars at the ~~Company's operations~~current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are ~~not subject to~~recorded in the cumulative translation account, a component of accumulated other comprehensive income. Gains or losses from foreign currency transactions ~~or foreign currency translation.~~

~~The Company is also dependent upon a small network~~are included in the consolidated statement of growers of alfalfa seed that together provide the majority of the seed the Company sells to its customers. Two growers accounted for 41% and 42% of the Company's seed requirements for years ended June 30, 2012 and 2011, respectively.operations.

The Company derives its revenue primarily from sale of seed and other crops and milling services. Revenue from seed and other crop sales 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.~~of shipment.

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 June 30, ~~2012,~~2014, no customers had the right of return.

The Company recognizes revenue from milling services according to the terms of the sales agreements and when delivery has occurred, performance is complete, no right of return exists and pricing is fixed or determinable at the time of sale.

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.

The Company also recognizes revenue from the sale of its products to customers on bill-and-hold arrangements when all of the following have been satisfied: (i) risk of ownership must be passed to the buyer; (ii) customer must have a fixed commitment to purchase the goods; (iii) buyer, not the Company, must request that the transaction be on bill-and-hold basis; (iv) There must be a fixed schedule for delivery of goods; (v) The Company must not have specific performance obligations such that the earning process is not complete; (vi) ordered goods must be segregated from the Company's inventory and not subject to being used to fill other orders and (vii) product must be complete and ready for shipment. Sales related to bill-and-hold arrangements were $5.0 and $2.5million for the years ended June 30, 2014 and 2013, respectively.

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 consolidated 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 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 consolidated statements of operations. Commissions paid to the Company's international sales consultant were accounted for consistent with the aforementioned treatment.

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. Cash and cash equivalents consist of the following:

		June 30,		June 30,		June 30,		June 30,
		2012		2011		2014		2013

Cash	$	5,014,771	$	226,118	$	1,046,201	$	10,356,527
Money market funds		3,220,724		3,512,426		121,302		1,424,547
	$	8,235,495	$	3,738,544	$	1,167,503	$	11,781,074

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 ~~$4,764,771~~$796,201 and $0$10,106,527 in excess of FDIC insured limits at June 30, ~~2012~~2014 and ~~2011,~~2013, respectively.

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$72,556 and ~~$3,587~~$22,869 at June 30, ~~2012~~2014 and ~~June 30, 2011,~~2013, respectively.

Inventories consist of alfalfa seed purchased from the Company's growers under production contracts, ~~as well as~~alfalfa seed produced from its own farming operations, and packaging materials.

Inventories are stated at the lower of cost or market, and an inventory reserve would permanently reduce the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities.

The Company's subsidiary SGI does not fix the final price for seed payable to its growers until the completion of a given year's sales cycle pursuant to its standard contract production agreement. SGI records an estimated unit price; accordingly, inventory, cost of goods sold and gross profits are based upon management's best estimate of the final purchase price to growers.

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 for alfalfa seed is not a material concern. The Company sells its inventory to distributors, dealers and directly to growers.

Expenditures on growing crops are valued at the lower of cost or market and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred growing costs included in inventories in the consolidated balance sheets consist primarily of labor, lease payments on land, interest expense on farmland, cultivation, on-going irrigation, harvest and fertilization costs. Costs included in growing crops relate to the current crop year. Costs that are to be realized over the life of the crop are reflected in crop production costs.

		June 30,		June 30,		June 30,		June 30,
		2012		2011		2014		2013
Raw materials and supplies	$	73,386	$	124,402	$	173,922	$	39,654
Work in progress and growing crops		4,122,506		100,812		3,990,678		4,187,755
Finished goods		1,920,893		5,438,905		24,320,984		21,595,058
Reserve for obsolescence		-		-
	$	6,116,785	$	5,664,119	$	28,485,584	$	25,822,467

Expenditures on ~~stevia and other~~ crop production costs are valued at the lower of cost or market and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred crop production costs included in the consolidated balance sheets consist primarily of the cost of plants and the transplanting, stand establishment costs, intermediate life irrigation equipment and land amendments and preparation. Crop production costs are estimated to have useful lives of three to five years depending on the crop and nature of the expenditure and are amortized to growing crop inventory each year over the estimated life of the crop.

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 - periods of approximately 18-28 years for buildings, 3-7 years for machinery and equipment and 3-5 years for vehicles. 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.

Intangible assets acquired in ~~the~~ business ~~acquisition of the S&W general partnership in 2008~~acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets acquired in the acquisition of the customer list in July 2011 and the acquisition of proprietary alfalfa germ-plasm in August 2012 are reported at their initial cost less accumulated amortization. See Note 3 and Note 4 for further discussion. The intangible assets are amortized based on useful lives ranging from 3-20 years.

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company has the option to review goodwill on a qualitative basis first. If it is more likely than not that impairment is present the Company, then must evaluate Goodwill for impairment using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses Level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company's budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company conducted a qualitative assessment of goodwill and other intangibles and determined that it was more likely than not there was no impairment.

The Company accounts for acquisitions pursuant to Accounting Standards Codification ("ASC") No. 805,Business Combinations. The Company records all acquired tangible and intangible assets and all assumed liabilities based upon their estimated fair values.

The Company is engaged in ongoing research and development ("R&D") of proprietary seed and stevia varieties. The Company accounts for R&D under standards issued by the Financial Accounting Standards Board ("FASB"). Under these standards, all R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. The amortization and depreciation for such capitalized assets are charged to R&D expenses.

The Company has in effect a stock incentive plan under which incentive stock options have been granted to employees and non-qualified stock options, restricted stock, and restricted stock units ("RSUs") have been granted to employees and non-employees, including members of the Board of Directors. The Company accounts for its stock-based compensation plan by expensing the estimated fair value of stock-based awards over the requisite service period, which is the vesting period. The measurement of stock-based compensation expense for option grants is based on several criteria including, but not limited to, the valuation model used and associated input factors such as expected term of the award, stock price volatility, dividend rate, risk-free interest rate, attrition rate and exercise price. The input factors to use in the valuation model are based on subjective future expectations combined with management judgment. The Company estimates the fair value of stock options using the ~~binomial~~ lattice valuation model and the assumptions shown in Note ~~10.~~11. Restricted stock and RSUs are valued based on the Company's stock price on the day the awards are granted. The excess tax benefits recognized in equity related to equity award exercises are reflected as financing cash inflows. See Note 1012 for a detailed discussion of stock-based compensation.

Basic net income (loss) per common share, or earnings per share ("EPS"), is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting outstanding shares, assuming any dilutive effects of options, restricted stock awards and common stock warrants calculated using the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company's common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants.

		Years Ended				Years Ended
		June 30,				June 30,
		2012		2011		2014		2013
Net income (loss)	$	374,835	$	(811,448)	$	373,100	$	(2,516,027)

Net income (loss) per common share:
Basic	$	0.06	$	(0.14)	$	0.03	$	(0.29)
Diluted	$	0.06	$	(0.14)	$	0.03	$	(0.29)

Weighted average number of common shares outstanding:
Basic		5,904,110		5,800,000		11,572,406		8,770,975
Diluted		5,906,899		5,800,000		11,733,621		8,770,975

Potentially dilutive securities not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive are as follows:

Organized as a limited liability company until January 28, 2010, the Company was not a taxable entity for income tax purposes until January 28, 2010. Prior to January 28, 2010, items of membership income, deductions and credits are allocated among the members for inclusion in their respective income tax returns.

~~Effective January 28, 2010, the~~The Company accounts for income taxes in accordance with standards of disclosure propounded by the FASB and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized.

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~~evaluated its long-live assets for impairment and none existed as of June 30, ~~2012.~~2014.

The Company's subsidiary SGI is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts.

The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, "Derivatives and Hedging", which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivative's fair value are recognized currently in earnings unless specific hedge accounting criteria are met. If hedge accounting criteria are met for cash flow hedges, the changes in the derivative's fair value are recorded in shareholders' equity as a component of other comprehensive income ("OCI"), net of tax. The Company's foreign currency contracts are not designated as hedging instruments under ASC 815, accordingly, changes in the fair value are recorded in current period earnings.

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 consolidated 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:

No assets or liabilities were valued at fair value on a ~~recurring or~~ non-recurring basis as of June 30, ~~2012~~2014 or June 30, ~~2011, respectively.~~2013.

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 short-term and ~~short-term~~long-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these ~~instruments.~~instruments or interest rates commensurate with market rates.

In ~~December 2010,~~February 2013, the ~~FASB issued FASB ASU No. 2010-28, "When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero~~Financial Accounting Standards Board, or Negative Carrying Amounts," which is now codified under FASB ASC Topic 350, "Intangibles - Goodwill and Other." This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units' goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. The adoption of this ASU did not have a material impact to the Company's consolidated financial statements.

In December 2010, the FASB issued FASB ASU No. 2010-29, "Disclosure of Supplementary Pro Forma Information for Business Combinations," which is now codified under FASB ASC Topic 805, "Business Combinations." A public entity is required to disclose pro forma data for business combinations occurring during the current reporting period. This ASU provides amendments to clarify the acquisition date to be used when reporting the pro forma financial information when comparative financial statements are presented and improves the usefulness of the pro forma revenue and earnings disclosures. If a public company presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) which occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The supplemental pro forma disclosures required are also expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. FASB ASU No. 2010-29 is effective on a prospective basis for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The adoption of this ASU did not have a material effect on the Company's consolidated statement of financial position, results of operations or cash flows.

~~In May 2011, the~~ FASB, issued Accounting Standards Update, ~~(ASU) No. 2011-04, "Fair Value Measurement (Topic 820): Amendments~~or ASU, 2013-02, Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires companies to ~~Achieve Common Fair Value Measurement~~report, in one place, information about significant reclassifications out of accumulated other comprehensive income, or AOCI, and ~~Disclosure Requirements~~disclose more information about changes in ~~U.S. GAAP and IFRSs." This update clarifies~~AOCI balances. The Company adopted this ASU in the ~~application~~first quarter of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011, which for the Company was January 1, 2012.fiscal 2014. The adoption of this ~~update~~standard did not have a material impact on its consolidated financial statements.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides guidance for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company will adopt the standard effective July 1, 2014. The adoption of this ASU is not expected to have a material impact on its consolidated financial statements.

On ~~July 6, 2011,~~October 1, 2012, the Company entered into a Customer List Purchase Agreement (the "Purchase Agreement") by and between Richard Penner ("Mr. Penner"), the former owner of Genetics International, Inc., a California corporation ("Genetics International"), and the Company. For more than two decades, Genetics International was the Company's international distributor in the Middle East region and other international locations and provided the majoritypurchased substantially all of the ~~Company's international distribution. In connection with the sale~~assets of ~~Genetics International's vegetable seed business to new owners, Mr. Penner acquired the right to sell Genetics International's alfalfa seed business customer list.~~Imperial Valley Seeds, Inc. ("IVS"). Pursuant to the ~~Purchase Agreement,~~acquisition agreement, the Company ~~acquired~~purchased substantially all of the ~~list~~assets of ~~customers~~IVS not including cash on hand, all accounts and ~~related information (the "Customer List") from Mr. Penner related to Genetics International's customer list.~~other receivables of IVS, and all inventory of the IVS alfalfa seed business. The Company did not assume any IVS liabilities. The acquisition expanded the Company's sourcing capabilities, product offerings and sales distribution.

Pursuant to the ~~Purchase Agreement,~~acquisition agreement, the Company paid ~~$165,000~~the following consideration: cash in cash. The Company also entered into a consulting agreement with Mr. Penner's consulting company. The transaction closed on July 7, 2011. The Purchase Agreement includes customary representations, warranties and covenants. The Purchase Agreement also containsthe 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 ~~provision.~~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 Fred Fabre, who joined the Company as Vice President of Sales and Marketing concurrently with the closure of IVS.

The ~~purchase was~~acquisition has been accounted for ~~as an asset~~under the acquisition method of accounting, and the ~~consideration paid of $165,000 was allocated to the intangible~~Company valued all assets and liabilities acquired ~~based on~~at their ~~relative~~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 operating results for IVS have been included in the Company's consolidated financial statements since the acquisition date.

The ~~following table summarizes~~purchase price allocation is based on estimates of fair value as follows:

The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,402,000, was recorded as goodwill on the consolidated balance sheet. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes.

Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method and the ~~estimated~~multi-period excess earnings method.

The useful lives of the acquired ~~intangibles:~~IVS intangibles are as follows:

On April 1, 2013, the Company, together with its wholly owned subsidiary, S&W Seed Australia Pty Ltd, an Australia corporation, acquired all of the issued and outstanding ordinary shares (the "SGI Acquisition") of Seed Genetics International Pty Ltd, an Australia corporation ("SGI"), from SGI's shareholders.

The SGI Acquisition was consummated pursuant to the terms of a share acquisition agreement (the "Agreement"). Under the Agreement, the Company paid the following consideration: cash in the amount of $5.0 million; 864,865 shares of the Company's unregistered common stock (with a market value of $8,709,191 based upon the closing price of the Company's common stock as reported on the Nasdaq Capital Market on April 1, 2013); and $2,482,317 in the form of a three-year, non-interest bearing, unsecured promissory note (the "Note"), for total consideration of $16,191,508. The original face amount of the Note, $3,000,000, was reduced to $2,482,317 according to the terms of the Agreement because SGI's net working capital was below the net working capital target at the closing.

The SGI 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 the SGI Acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the SGI Acquisition.

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

The excess of the purchase price over the fair value of the net assets acquired, amounting to $3,927,675, was recorded as goodwill on the consolidated balance sheet. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes.

Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method, the with or without method, and the multi-period excess earnings method.

In fiscal 2013, the Company incurred $486,166 of acquisition costs associated with the IVS and SGI transactions which have been recorded in selling, general and administrative expenses on the consolidated statement of operations.

The following unaudited pro forma financial information presents results as if the acquisitions of IVS and SGI had occurred on July 1, 2012.

For purposes of the pro forma disclosures above, the primary adjustments for the year ended June 30, 2013 include: i) the elimination of acquisition-related charges of $486,166; ii) amortization of acquired intangibles of $559,438; iii) additional interest expense of $40,620 for the amortization of debt discount and interest expense for the unsecured promissory notes issued in the acquisitions; and iv) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 34.8 There are no pro forma adjustments for the year June 30, 2014 as this period includes the operations of both SGI and IVS.

										Balance at						Foreign Currency		Balance at
										July 1, 2012		Additions		Amortization		Translation		June 30, 2013
Intellectual property									$	-	$	7,398,000	$	(87,700)	$	(930,366)	$	6,379,934
Trade name										197,979		1,507,000		(58,909)		(48,920)		1,597,150
Technology/IP										157,257		1,101,500		(96,730)		-		1,162,027
Non-compete										34,570		686,000		(76,974)		(41,432)		602,164
GI customer list										114,623		-		(7,164)		-		107,459
Grower relationships										-		3,250,000		(38,527)		(408,717)		2,802,756
Supply agreement										-		1,512,667		(56,724)		-		1,455,943
Customer relationships										102,224		1,115,333		(39,008)		(45,147)		1,133,402
		Balance at						Balance at	$	606,653	$	16,570,500	$	(461,736)	$	(1,474,582)	$	15,240,835
		July 1, 2011		Additions		Amortization		June 30, 2012

										Balance at						Foreign Currency		Balance at
										July 1, 2013		Additions		Amortization		Translation		June 30, 2014
Intellectual property									$	6,379,934	$	-	$	(324,631)	$	191,269	$	6,246,572
Trade name	$	210,351	$	-	$	(12,372)	$	197,979		1,597,150		-		(85,342)		10,056		1,521,864
Customer relationships		108,620		-		(6,396)		102,224
Technology/IP		183,465		-		(26,208)		157,257		1,162,027		-		(118,960)		-		1,043,067
Non-compete		-		43,214		(8,644)		34,570		602,164		-		(137,595)		7,199		471,768
GI customer list		-		121,786		(7,163)		114,623		107,459		-		(7,164)		-		100,295
Grower relationships										2,802,756		-		(142,613)		84,021		2,744,164
Supply agreement										1,455,943		-		(75,632)		-		1,380,311
Customer relationships										1,133,402		-		(59,955)		9,283		1,082,730
	$	502,436	$	165,000	$	(60,783)	$	606,653	$	15,240,835	$	-	$	(951,892)	$	301,828	$	14,590,771

Amortization expense totaled ~~$60,783~~$951,892 and ~~$46,238~~$461,736 for the years ended June 30, ~~2012~~2014 and ~~2011,~~2013, respectively. Estimated aggregate remaining amortization expense for each of the five succeeding fiscal years is as follows:

		June 30,		June 30,		June 30,		June 30,
		2012		2011		2014		2013

Land and improvements	$	289,827	$	139,827	$	7,698,811	$	7,685,806
Buildings and improvements		2,021,018		2,006,862		2,095,362		2,074,618
Machinery and equipment		677,407		470,949		1,397,288		1,161,179
Vehicles		123,551		183,884		332,714		220,879
Construction in progress						44,080		-
Total property, plant and equipment		3,111,803		2,801,522		11,568,255		11,142,482

Less: accumulated depreciation		(670,617)		(502,216)		(1,211,446)		(903,047)

Property, plant and equipment, net	$	2,441,186	$	2,299,306	$	10,356,809	$	10,239,435

Depreciation expense totaled ~~$212,072~~$313,847 and ~~$196,193~~$232,859 for the years ended June 30, ~~2012~~2014 and ~~2011,~~2013, respectively.

Since 2011 the Company ~~entered into a Credit Agreement (the "Credit Agreement")~~has had an ongoing revolving credit facility agreement with Wells Fargo Bank, National Association ~~(the "Lender"~~("Wells Fargo") ~~and related loan documents, dated April 1, 2011. The Credit Agreement provided~~.

In July 2012, the Company ~~with~~and Wells Fargo agreed to add a ~~revolving credit facility~~new term loan in the amount of up to $5,000,000 that could be used for working capital requirements. Amounts outstanding under the revolving credit facility were due and payable at April 1, 2012. There is no borrowing base under the terms of the Credit Agreement.$2,625,000 (the "Term Loan"). The ~~loans comprising each borrowing bear~~Term Loan bears interest at a rate per annum equal to 2.35% above LIBOR as specified in the Term Loan. Under the Term Loan, the Company is also required to pay both monthly and annual principal reduction as follows: The first installment of monthly principal repayments commenced in August 2012 and continued at a fixed amount per month until the first annual increase in July 2013. Thereafter the amount of monthly principal reduction increases in August of each year through August 2018. The last monthly payment will be made in July 2019. The monthly principal repayments range from $8,107 per month through the July 2013 payment up to a high of $9,703 per month in the final year (August 2018 through July 2019). There are annual principal payments in August 2013 and 2014 in the amount of $56,000, with a final installment, consisting of all remaining unpaid principal due and payable in full on July 5, 2019. The Company may prepay the principal at any time, provided that a minimum of the lesser of $100,000 or the entire outstanding principal balance is prepaid at any one time.

On February 21, 2014, the Company entered into new credit agreements with Wells Fargo and thereby became obligated under new working capital facilities (collectively, the "New Facilities"). The New Facilities include (i) a domestic revolving facility of up to $4 million to refinance the Company's outstanding credit accommodations from Wells Fargo and for working capital purposes, and (ii) an export-import revolving facility of up to $10 million for financing export-related accounts receivable and inventory (the "Ex-Im Revolver"). The availability of credit under the Ex-Im Revolver will be limited to an aggregate of 90% of the eligible accounts receivable (as defined under the credit agreement for the Ex-Im Revolver) plus 75% of the value of eligible inventory (also as defined under the credit agreement for the Ex-Im Revolver), with the term "value" defined as the lower of cost or fair market value on a first-in first-out basis determined in accordance with generally accepted accounting principles. All amounts due and owing under the New Facilities must be paid in full on or before April 1, 2015. The New Facilities are secured by a first priority lien on accounts receivables and other rights to payment, general intangibles, inventory, and equipment. The New Facilities are further secured by a lien on, and a pledge of, 65% of the stock of the Company's wholly owned subsidiary, Seed Genetics International Pty Ltd. The Facilities bear interest either (i) at a fluctuating rate per annum determined by Wells Fargo to be 2.25% above the daily ~~one month~~one-month LIBOR Rate in effect from time to time, or (ii) at a fixed rate ~~for~~per annum determined to be 2.25% above LIBOR in effect on the first day of the applicable ~~interest period plus two percent.~~fixed rate term. Interest ~~was~~is payable each month in arrears. ~~Under~~

Upon the occurrence of an event of default, as defined under the credit agreement for each of the New Facilities (collectively, the "Credit Agreements"), the principal balance due under the Facilities will thereafter bear interest at a rate per annum that is 4% above the interest rate that is otherwise in effect under the Facilities. The Credit Agreements contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit Wells Fargo to accelerate the Company's outstanding obligations under the New Facilities, all as set forth in the Credit ~~Agreement,~~Agreements and related documents. The Credit Agreements restrict stock repurchases by the Company ~~also paid~~in any one year to $200,000. The financial covenants imposed by Wells Fargo under the ~~Lender certain fees, including, without limitation,~~Credit Agreements include the following: a consolidated tangible net worth of not less than $30 million, measured quarterly; a consolidated debt service coverage ratio of not less than 1.25 to 1.0, measured at each fiscal year end; a maximum consolidated leverage ratio of 1.50 to 1.00, measured quarterly; a consolidated net income after taxes of not less than $1.00 on a rolling four-quarter basis, measured quarterly; and a consolidated asset coverage ratio of not less than 1.75 to 1.0, measured monthly.

As consideration for the Ex-Im Revolver, the Company is required to pay a one-time, non-refundable commitment fee of ~~0.5%~~$100,000 to Wells Fargo. Pursuant to the terms of a Borrower Agreement between the Company and the Export-Import Bank of the ~~unused portion~~United States (the "Ex-Im Bank"), the Ex-Im Bank agrees to guarantee 90% of amounts outstanding and owing under the Ex-Im Revolver. The Borrower Agreement includes prohibitions against the use of Ex-Im Revolver loan proceeds for certain purposes, including, and not limited to, the following: (i) servicing any of the ~~credit facility, calculated quarterly.~~Registrant's pre-existing or future indebtedness unless approved by the Ex-Im Bank in writing; (ii) acquiring fixed assets or capital assets for use in the Company's business; (iii) acquiring, equipping or renting commercial space outside of the United States; (iv) paying the salaries of non-U.S. citizens or non-U.S. permanent residents who are located outside of the United States, or in connection with a retainage or warranty unless approved by the Ex-Im Bank in writing. The

Borrower Agreement also requires the Company to comply with certain minimum security requirements and related borrowing base limitations, including that the export-related borrowing base equal or exceeds the aggregate outstanding amount of loan disbursements.

The outstanding balance on the Wells Fargo working capital facilities was $8.3 million at June 30, 2014. The Company was in compliance with all debt covenants as of June 30, 2014.

On ~~March 12,~~October 1, 2012, the Company ~~entered into~~issued a ~~First Amendment~~five-year subordinated promissory note to ~~Credit Agreement ("Amended Credit Facility") with Wells Fargo Bank, National Association and related Revolving Line~~Imperial Valley Seeds, Inc. in the principal amount of ~~Credit Note. The Amended Credit Facility, which takes effect on April 1, 2012, provides the Company~~$500,000 (the "IVS Note"), with a ~~revolving credit facility~~maturity date of ~~up to $7,500,000, which is a $2,500,000 increase over the original credit facility entered into in April 2011.~~October 1, 2017 (the "Maturity Date"). The Amended Credit Facility is available for working capital requirements. Amounts outstanding under the Amended Credit Facility may be repaid and re-borrowed through April 1, 2014, at which time all amounts outstanding become due and payable. There is no borrowing base under the terms of the Amended Credit Facility.

~~The loans comprising each borrowing bear~~IVS Note will accrue interest at a rate per annum equal to one-month LIBOR at closing plus 2% (2.2%). Interest will be payable in five annual installments, in arrears, commencing on October 1, 2013, and on each succeeding anniversary thereof through and including the ~~daily one month LIBOR~~Maturity Date (each, a "Payment Date"), and on the Maturity Date. Amortizing payments of the principal of $100,000 will also be made on each Payment Date, with any remaining outstanding principal and accrued interest payable on the Maturity Date.

In March 2013, the Company entered into a term loan for a vehicle purchase. The loan is payable in 59 monthly installments and matures in February 2018. The loan bears interest at a rate of 2.94% per annum.

On April 1, 2013, the Company issued a three-year subordinated promissory note to the selling shareholders of SGI in the principal amount of US $2,482,317 (the "SGI Note"), with a maturity date of April 1, 2016 (the "SGI Maturity Date"). The SGI note is non-interest bearing. Principal payments of $482,317 were made in October 2013 and the remaining $2,000,000 will be paid at the SGI Maturity Date. Since the note is non-interest bearing, the Company recorded a debt discount of $156,880 at the time of issuance for the estimated net present value of the obligation and accretes the net present value of the SGI Note obligation up to the face value of the SGI Note obligation using the effective interest method as a component of interest expense. Accretion of the debt discount totaled $51,439 and $12,686 for the year ended June 30, 2014 and 2013, respectively. Accretion of the debt discount was charged to interest expense.

The NAB Facility Agreement comprises several facility lines, including an overdraft facility (AUD $980,000 limit which translates to USD $923,062 at June 30, 2014) and an interchangeable market rate facility and an overseas bills purchased facility (AUD $9,000,000 combined limit which translates to USD $8,477,100 at June 30, 2014). The market rate facility is to be reduced in stages according to the following schedule: AUD $7,000,000 by October 31, 2014; AUD $6,000,000 by November 30, 2014; and AUD $5,500,000 by December 31, 2014.

SGI may access the facilities in combination; however, each facility bears interest at a unique interest rate calculated per pricing period--an interval (ranging from 7 to 180 days) between interest rate adjustments. Each facility's interest rate is calculated as the sum of an applicable indicator rate plus customer margin. The indicator rate for the market rate facility is equal to the "bid rate" quoted on the Bank Bill Swap Bid (BBSY) page of the Reuters Monitor System at or about 10:15 am Sydney Time on the banking date immediately preceding the commencement of the applicable pricing period. Under the market rate facility the customer margin is equal to 2.35% per annum. Currently, SGI's facilities accrue interest ~~period plus two percent. Interest~~at approximately the following effective rates: market rate facility, 6.6% calculated daily; overseas bills purchased facility, 3.6% to 3.9% calculated daily; and overdraft facility, 7.6% calculated daily.

For all NAB facilities, interest is payable each month in arrears. In the event of a default, as defined in the ~~Amended Credit~~NAB Facility Agreement, the principal balance due under the facilities will thereafter bear interest at an increased rate per annum ~~equal to four percent~~ above the interest rate that would otherwise have been in effect from time to time under the terms of each facility (e.g., the ~~Amended Credit Facility. Under~~interest rate increases by 4.5% per annum under the ~~Amended Credit Agreement,~~market rate and overdraft facilities upon the ~~Company also will pay the Lender certain fees, including, without limitation, a fee~~occurrence of ~~0.5%~~an event of the unused portion of the credit facility, calculated quarterly. During the years ended June 30, 2012 and 2011, the Company incurred $29,236 and $5,417, respectively, of fees for the unused portion of the credit facility.default).

The ~~loan~~NAB facility is secured by a fixed and floating lien over all the present and future rights, property and undertakings of ~~the Company's existing and after-acquired goods, tools, machinery, furnishings, furniture and other equipment.~~SGI. The Company has also granted the Lender a continuing security interest in all existing and after-acquired "Rights to Payment" and "Inventory," both as defined in the Continuing Security Agreement - Rights to Payment and Inventory. The Amended Credit FacilityNAB facility contains customary representations and warranties, ~~and~~ affirmative and negative covenants ~~including but not limited to, minimum working capital~~ and tangible net worth and quick ratio affirmative covenants and limitations on liens and certain additional indebtedness, guarantees and certain merger, consolidation or transfer of asset transactions, among others. The Amended Credit Facility includes customary events of default that permit ~~the Lender~~NAB to accelerate ~~the Company's~~SGI's outstanding obligations, ~~including but not limited~~all as set forth in the NAB Facility Agreement. SGI was in compliance with all NAB debt covenants at June 30, 2014.

Effective April 21, 2014, the Company agreed to ~~nonpayment of principal, interest, fees or other amounts, violation of covenants, failure~~become the guarantor for the NAB Facility and thereby release the SGI's founders from their personal guarantees to ~~make any payments when due with respect~~NAB. Pursuant to ~~certain other debt or certain failures to comply with~~ the terms of ~~such other debt, entry~~the guarantee, in the event of ~~certain judgments, inaccuracy~~a payment default by SGI and the NAB's exhaustion of ~~representations and warranties, upon~~all available remedies under the ~~occurrence of bankruptcy and other insolvency events and certain events relating to a dissolution or liquidation of~~NAB Facility, the Company ~~if there exists or occurs any event or condition that~~agrees to pay all unpaid amounts due and owing from SGI to NAB under the ~~Lender believes in good faith impairs or is substantially likely~~NAB Facility up to ~~impair the prospect of payment or performance or if there is a change of control aggregating 25% or more.~~AUD $10.0 million.

The ~~Company has not yet drawn down on the line~~annual maturities of ~~credit.~~short-term and long-term debt are as follows:

Significant components of the provision (benefit) for income taxes from continuing operations are as follows:

		Years Ended June 30,				Years Ended June 30,
		2012		2011		2014		2013
Current:
Federal	$	-	$	(167,905)	$	70,046	$	(58,560)
State		9,308		-		800		4,026
Foreign						300,727		365,428
Total current provision		9,308		(167,905)		371,573		310,894
Deferred:
Federal		380,768		(517,672)		(383,324)		(1,576,897)
State		(190,766)		-		(129,645)		(103,335)
Total deferred provision		190,002		(517,672)
Foreign						228,512		26,215
Total deferred provision (benefit)						(284,457)		(1,654,017)
(Benefit) provision for income taxes	$	199,310	$	(685,577)	$	87,116	$	(1,343,123)

The difference between income tax benefits and income taxes computed using the U.S. federal income tax rate are as follows:

		Years Ended June 30,				Year Ended June 30,
		2012		2011		2014		2013
Tax expense (benefit) at statutory tax rate	$	195,209	$	(508,989)	$	156,635	$	(1,312,111)
State taxes (benefit), net of federal tax (benefit)		8,442		-		8,018		(60,613)
Permanent differences		22,780		(176,588)		107,630		23,823
Transaction costs						-		87,144
Federal and state research credits - current year		(2,434)		-		(29,181)		(25,326)
Impact of change in federal and state effective income tax rates		(2,158)		-		(71,466)		-
Foreign rate differential						(69,541)		(52,200)
Other		(22,529)		-		(14,979)		(3,840)
	$	199,310	$	(685,577)	$	87,116	$	(1,343,123)

The Company recognizes federal and state current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year. The Company also recognizes federal and state deferred tax liabilities or assets based on the Company's estimate of future tax effects attributable to temporary differences and carry forwards. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in making this assessment. Based on the ~~level of historical operating results and~~ projections for the taxable income ~~for the future,~~and planning strategies, the Company has determined that it is more likely than not that the deferred tax assets will be realized. Accordingly, no valuation allowance has been recorded as of June 30, ~~2012~~2014 or ~~2011.~~2013.

Significant components of the Company's deferred tax assets are shown ~~below:~~below.

		Years Ended June 30,				June 30,
		2012		2011		2014		2013
Deferred tax assets:
Net operating loss carry forwards	$	796,106	$	770,423	$	2,844,500	$	2,259,896
Intangibles assets		(11,718)		40,070
Stock compensation		84,540		15,652		268,104		347,472
Tax credit carry forwards		25,003		-		81,290		52,110
Fixed assets		-		43,920
Other, net		9,024		-		142,095		511,974
Total deferred tax assets		902,955		870,065		3,335,989		3,171,452
Valuation allowance for deferred tax assets		-		-		-		-
Deferred tax assets, net of valuation allowance		902,955		870,065		3,335,989		3,171,452
Deferred tax liabilities
Intangible assets						(147,397)		(287,809)
Fixed assets		(222,892)		-		(328,197)		(307,709)
Acquired intangible assets		-
Total deferred tax liabilities						(475,594)		(595,518)

Net deferred tax assets	$	680,063	$	870,065	$	2,860,395	$	2,575,934

As of June 30, ~~2012,~~2014, the Company had federal and state net operating loss carry forwards of approximately ~~$1,961,538~~$7,565,828 and ~~$2,214,160,~~$4,489,786, respectively, which will begin to expire June 30, 2030, unless previously utilized. The Company has federal research credits of ~~$25,003~~$64,732 which will expire June 30, 2030, unless previously utilized. The Company has state research credits of $25,089 that do not expire.

As of June 30, 2014, the Company has not provided for U.S. federal and state income taxes and foreign withholding taxes on approximately $2,123,000 of undistributed earnings of its foreign subsidiary as these earnings are considered indefinitely reinvested outside of the United States. Determination of the amount of any potential unrecognized deferred income tax liability is not practicable due to the complexities of the hypothetical calculation. If management decides to repatriate such foreign earnings in future periods, the Company may incur incremental U.S. federal and state income taxes as well as foreign withholding taxes. However, the Company's intent is to keep these funds indefinitely reinvested outside the U.S. and its current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes that it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes.

The Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. The Company is open for audit for all years since the entity became a corporation.

~~Our~~The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. ~~We have~~The Company has not accrued no interest and penalties associated with uncertain tax positions as of June 30, ~~2012. We do~~2014. The Company does not expect ~~our~~its unrecognized tax benefits to change significantly over the next 12 months.

On September 13, 2013, the U.S. Treasury Department released final income tax regulations on the deduction and capitalization of expenditures related to tangible property. These final regulations apply to tax years beginning on or after January 1, 2014, and may be adopted in earlier years. The Company does not intend to early adopt the tax treatment of expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property as of July 1, 2013. The tangible property regulations will require the Company to make additional tax accounting method changes as of July 1, 2014, however the Company does not anticipate the impact of these changes to be material to the consolidated financial statements.

On May 7, 2010, the Company closed its initial public offering ("IPO") of 1,400,000 units, which priced at $11.00 per unit, raising gross proceeds of $15,400,000. Each unit consisted of two shares of common stock, one Class A warrant and one Class B warrant. In connection with the IPO, the Company issued Representative's Warrants to Paulson Investment Company, Inc. and Feltl and Company to purchase up to an aggregate of 140,000 units at $13.20, expiring May 3, 2015. ~~Equity offering costs included $1,424,500~~

Prior to the completion of ~~underwriters' fees and $1,153,444~~the Company's redemption of ~~other equity offering costs.~~

~~Each~~the Class A warrants, each Class A warrant ~~entitles~~entitled its holder to purchase one share of the Company's common stock at an exercise price of $7.15. The Class A warrants were redeemable at the Company's option for $0.25 upon 30 days' prior written notice beginning November 3, 2010, provided certain conditions were met. The Class A warrants were redeemable provided that the Company's common stock closed at a price at least equal to $8.80 for at least five consecutive trading days. On March 12, 2013, the Company announced that it had exercised its option to call for redemption the Class A warrants. As of June 30, 2013, 1,372,641 shares of common stock were issued as a result of 1,372,641 Class A warrants being exercised at a price of $7.15. The Company received proceeds, net of fees and expenses, of $9,366,212 during the year ended June 30, 2013. The 27,359 remaining Class A Warrants that were not exercised by the deadline were redeemed by the Company for a price of $0.25 each, for an aggregate redemption cost to the Company of $6,765. There are no remaining Class A Warrants outstanding.

Each Class B warrant entitles its holder to purchase one share of common stock at an exercise price of $11.00. The Class ~~A warrants and Class~~ B warrants are exercisable at any time until their expiration on May 3, 2015. The ~~Class A warrants and~~ Class B warrants are redeemable at the Company's option for $0.25 upon 30 days' prior written notice beginning November 3, 2010, provided certain conditions are met. The Class ~~A warrants are redeemable provided that the Company's common stock has closed at a price at least equal to $8.80 for at least five consecutive trading days. The Class~~ B warrants are redeemable on the same terms as the Class A warrants, provided the Company's common stock has closed at a price at least equal to $13.75 for five consecutive trading days.

On May 7, 2012, the Company issued 73,000 shares of restricted common stock to certain members of the executive management team. The restricted common shares vest annually in equal installments over a ~~three year~~three-year period, commencing one year from the date of the grant. The Company recorded $21,659 of stock-based compensation expense associated with this grant during the year ended June 30, 2012. The value of the award was based on the closing stock price on the date of grant.

On May 23, 2012, the Company closed its underwritten ~~confidentially marketed~~ public offering ~~("CMPO")~~ of 1,000,000 common shares, which priced at $5.50 per share. The Company received total proceeds, net of underwriting discounts and equity offering costs, of $5,006,311. In connection with the ~~CMPO,~~offering, the Company issued Representative's Warrants to Rodman & Renshaw LLC to purchase up to an aggregate of 50,000 shares of the Company's common stock at an exercise price of $6.875 per share, which expire on February 8, 2017.

On September 24, 2012, the Company sold 600,000 unregistered shares of its common stock for $5.85 per share, to one accredited investor. The Company received total proceeds, net of equity offering costs, of $3,462,586.

On October 1, 2012, the Company issued 400,000 shares of the Company's unregistered common stock pursuant to the acquisition agreement with IVS. The common stock issued was valued at $2,432,000.

On January 16, 2013, the Company closed its underwritten public offering of 1,400,000 common shares, which priced at $7.50 per share. The Company received total proceeds, net of underwriting discounts and equity offering costs, of $9,413,638.

On March 16, 2013, the Company issued 280,000 restricted stock units to certain members of the executive management team. See Note 12 for discussion on equity-based compensation.

During March 2013, the Company issued 30,597 shares of common stock pursuant to a cashless exercise of a total of 50,000 other warrants which were issued in May 2010 at an exercise price of $4.00. The 50,000 warrants have been cancelled and they are no longer outstanding. The common stock issuance was recorded at par value with no change to net equity balances.

During March 2013, Paulson Investment Company, Inc. exercised 10,500 of its underwriter warrants at an exercise price of $13.20 which resulted in the Company issuing 21,000 shares of common stock, 10,500 A warrants and 10,500 B warrants. The Company received $138,600 in proceeds from this exercise. During March 2013, Paulson Investment Company, Inc. also exercised 10,500 of the A warrants generating proceeds of $75,075.

In April 2013, the Company issued 12,000 restricted common shares to terminate a consulting contract. The common stock issued was valued at $109,920 and was based on the fair value of the stock on the date of issuance.

In July 2013, the Company issued 30,028 shares for the settlement of RSU's which vested in July 2013. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $141,488 paid by the Company.

In October 2013, the Company issued 9,369 shares for the settlement of RSU's which vested in October 2013. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $33,354 paid by the Company.

In January 2014, the Company issued 9,190 shares for the settlement of RSU's which vested in January 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $31,768 paid by the Company.

In April 2014, the Company issued 8,970 shares for the settlement of RSU's which vested on April 1, 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $35,081 paid by the Company.

During April 2014, Paulson Investment Company, Inc. exercised 10,500 of its underwriter warrants at an exercise price of $13.20 which resulted in the Company issuing 21,000 shares of common stock, 10,500 A warrants and 10,500 B warrants. The Company received $138,600 in proceeds from this exercise. During April 2014, Paulson Investment Company, Inc. also exercised 10,500 of the A warrants generating proceeds of $75,075.

The Company re-purchased 25,000 shares of common stock for $134,196 during the year ended June 30, 2014 pursuant to its previously announced share repurchase program.

The following table summarizes the warrants ~~outstanding:~~outstanding at June 30, 2014:

Grant

Warrants

Exercise Price

Expiration

Grant

Warrants

Exercise Price

Expiration

Date

Outstanding

Per Share

Date

Outstanding

Per Share / Unit

Date

Class A warrants

May 2010

1,400,000

7.15

May 2015

Class B warrants

May 2010

1,400,000

11.00

May 2015

May 2010

1,421,000

$ 11.00

May 2015

Underwriter warrants - units

May 2010

140,000

13.20

May 2015

May 2010

119,000

$ 13.20

May 2015

Other warrants

May 2010

50,000

4.00

May 2015

Underwriter warrants

May 2012

50,000

6.88

February 2017

May 2012

50,000

$ 6.88

Feb 2017

3,040,000

1,590,000

The Company is authorized to issue up to 50,000,000 shares of its $0.001 par value common stock. At June 30, ~~2012~~2014, there were ~~6,873,000~~11,665,093 shares issued and 11,640,093 shares outstanding. At June 30, ~~2011,~~2013, there were ~~5,800,000~~11,584,101 shares issued and outstanding.

The Company's subsidiary SGI is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts have a notional value of $716,264 at June 30, 2014 and maturities range from August to September 2014.

The Company records an asset or liability on the balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract asset totaled $627 at June 30, 2014 and a liability totaled $663,043 at June 30, 2013. The Company recorded a gain on foreign exchange contracts of $111,815 which is reflected in cost of revenue for the year ended June 30, 2014. The Company recorded a loss on foreign exchange contracts of $778,478 during the year ended June 30, 2013, which is reflected in cost of revenue.

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.

The following table sets forth the ~~company's~~Company's estimates of future ~~payments under contracts~~lease payment obligations as of June 30, ~~2012:~~2014:

At June 30, 2014, the Company had approximately $26 million of purchase commitments related to its inventories.

Grover T. Wickersham, the Company's Chairman of the Board, ~~also serves as the chairman of the board of~~has a non-controlling ownership interest in Triangle T Partners, LLC ("~~Triangle T Partners"~~TTP") and until December 2010 was chairman of the board of directors of Triangle T Ranch, Inc. ("Triangle T Ranch" and, collectively with Triangle T Partners, "Triangle T"). Mr. Wickersham indirectly owned a controlling interest in Triangle T Partners until December 2010 and now owns such interest directlyserved as a member of ~~Triangle T Partners. Michael N. Nordstrom, one~~its Board of Managers until his resignation in December 2012.

The Company used the ~~Company's directors, was also a member~~services of TTP employees and TTP equipment in connection with harvesting certain alfalfa seed fields farmed by S&W during the ~~board~~first quarter of ~~managers~~fiscal 2014. In addition, the Company purchased alfalfa seed from TTP. The Company incurred $213,515 and $0 of ~~Triangle T Partners until April 2011~~charges from TTP for its services and ~~until December 2010, was a director of Triangle T Ranch. Until October 2010, Mark S. Grewal,~~costs in connection with farming operations and seed purchases during the ~~Company's President~~years ended June 30, 2014 and ~~Chief Executive Officer, as well as~~2013, respectively.

Amounts due to TTP totaled $100,500 and $30,045 at June 30, 2014 and 2013, respectively.

Glen D. Bornt, a member of the Company's ~~board, also served as president~~Board of Directors, is the founder and ~~chief executive officer~~President of Imperial Valley Milling Co. ("IVM"). He is its majority shareholder and ~~was on the boards~~a member of ~~Triangle T Partners and Triangle T Ranch. He no longer holds these positions. Triangle T Ranch was dissolved in December 2010.~~

~~Triangle T is one~~its Board of Directors. Fred Fabre, the Company's Vice President of Sales and Marketing, is a minority shareholder of IVM. IVM had a 15-year supply agreement with Imperial Valley Seeds, Inc., and this agreement was assigned by IVS to the Company when it purchased the assets of IVS in October 2012. IVM contracts with alfalfa seed growers in California's Imperial Valley and ~~is also~~sells its growers' seed to the Company pursuant to a ~~customer.~~supply agreement. Under the terms of the supply agreement, IVM's entire certified and uncertified alfalfa seed production will be offered and sold to the Company, and the Company will have the exclusive option to purchase all or any portion of IVM's seed production. The Company ~~enters~~paid $12,506,088 to IVM during the year ended June 30, 2014. Total amounts due to IVM totaled $651,611 and $863,884 at June 30, 2014 and 2013, respectively.

Simon Pengelly, SGI's Chief Financial Officer, has a non-controlling ownership interest in the partnership Bungalally Farms (BF). During the period April 1, 2013 to June 30, 2014, BF was one of SGI's contract alfalfa seed growers. SGI currently has entered into ~~annual alfalfa~~ seed production contracts with ~~Triangle T~~BF on the same commercial terms and conditions as with the other growers with whom ~~the Company~~SGI contracts for alfalfa seed production. For the ~~years~~fourth quarter of fiscal 2013 and the year ended June 30, ~~2012 and 2011,~~2014, the Company purchased ~~from Triangle T $1,430,984 and $1,495,023, respectively,~~a total of $884,097 of alfalfa seed ~~Triangle T~~which BF grew and sold to ~~the Company~~SGI under ~~one-year~~contract seed production agreements. ~~The Company entered into~~SGI currently has seed production agreements with ~~Triangle T to plant 893 acres~~BF for 123 hectares of various ~~alfalfa~~ seed varieties as part of its ~~calendar 2011~~contract production for which ~~the Company~~SGI paid ~~Triangle T~~BF the same price it agreed to pay its other growers. Mr. ~~Wickersham, the sole remaining related party affiliated with both Triangle T and the Company,~~Pengelly did not personally ~~receive nor will he~~ receive any portion of these funds.

~~As one of the Company's customers, Triangle T purchases certified alfalfa seed from the Company~~ Amounts due to plant alfalfa on its own property for the production of alfalfa hay and to grow alfalfa seed for the Company. The Company sells certified alfalfa seed to Triangle T under the same commercial terms and conditions as other alfalfa seed customers in the San Joaquin Valley. The Company also generates revenue from selling milling services to Triangle T under the same commercial terms and conditions as other milling customers. The Company sold $139,289 and $236,465 of certified alfalfa seed and milling services to Triangle T during the years ended June 30, 2012 and 2011, respectively. Triangle T also worked with the Company as the initial service provider for the Company's stevia cultivation program, and the Company has planted its stevia plantings on Triangle T property. The Company incurred $116,129 of charges from Triangle T during the year ended June 30, 2012 for its services and costs in connection with the stevia cultivation program including $3,420 in monthly rent charges for the use of the 114 acre main plot being used for commercial stevia production. The Company incurred $234,366 of charges from Triangle T during the year ended June 30, 2011 for its services and costs in connection with the stevia cultivation program. Mr. Wickersham personally did not receive any portion of these funds.

~~There were no amounts due from Triangle T~~BF totaled $373,341 at June 30, ~~2012~~2014 and ~~June 30, 2011, respectively. Amounts due to Triangle T totaled $307,589 and $218,863~~$428,379 at June 30, ~~2012 and June 30, 2011, respectively.~~2013.

In July 2011, the Company purchased 20 bee trailers from Triangle T for a total price of $85,000. In December 2011, the Company purchased 38 additional bee trailers from Triangle T for a total price of $76,000. Mr. Wickersham personally did not receive any portion of these funds.

On November 22, 2011, the Company entered into a one-year Agricultural Sub-Sublease Agreement with Triangle T Partners under the terms of which the Company agreed to sublease approximately 1,400 acres of farmland in Madera County for seed alfalfa production and approximately 1,000 acres for the planting of other crops (collectively, the "leased property") owned by John Hancock Life Insurance Company (U.S.A.) ("John Hancock"). John Hancock purchased the property known as Triangle T Ranch from Triangle T Partners in 2009, and the parties entered into an Agricultural Sublease in connection with that purchase transaction. The Company is now subleasing a portion of the subleased farmland.

The sub-sublease provides for a lump sum payment of $352,000 in exchange for the right to farm the leased property through November 15, 2012. Although the sub-sublease is between the Company and Triangle T Partners, payment was made directly to John Hancock, with Triangle T receiving no payment as the lessor. In addition to the annual rent payment, the Company will pay for all farming operations and will be responsible for keeping, maintaining and repairing all parts of the lease property, including buildings, roads, pumping drainage and irrigation systems, equipment, as well as paying the costs of insurance, utilities, assessments and other costs incidental to the farming and maintenance of the subleased property. The Company will be entitled to all income and proceeds from the farming operations on the leased property, including but not limited to income and proceeds from all crops, crop insurance, government payments and subsidies. S&W may use the services of TTP employees and TTP equipment in connection with farming the leased property, as needed. The Company incurred $636,066 of charges from Triangle T Partners for its services and costs in connection with farming operations during the year ended June 30, 2012.

In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan (the "2009 Plan"). The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. ~~Initially, 750,000~~In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares ~~of have been reserved~~available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 ~~Plan.~~Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares.

The term of incentive stock options granted under the 2009 Plan may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the 2009 Plan must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted.

On October 24, 2011, the Company granted 259,500 stock options to its directors, officers, employees and certain consultants at an exercise price of $4.20, which was the closing price for the Company's common stock on the date of grant. These options vest in equal quarterly installments over one and two year periods, commencing on January 1, 2012, and expire five years from the date of grant.

On May 7, 2012, the Company issued 73,000 shares of restricted common stock to certain members of the executive management team. The restricted common shares vest annually in equal installments over a three year period, commencing one year from the date of the grant. The Company recorded $21,659 of stock-based compensation expense associated with this grant during the year ended June 30, 2012. The value of the award was based on the closing stock price on the date of grant.

As of June 30, 2012, options to purchase 677,000 shares of common stock were outstanding and unexercised, and 73,000 restricted shares of common stock were outstanding. There are no remaining shares available under the 2009 Plan for future grants and awards.

The Company has adopted ASC 718, Stock Compensation, ("ASC 718"). ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award.

The Company accounts for equity instruments, including stock options, issued to non-employees in accordance with authoritative guidance for ~~equity based~~equity-based payments to non-employees (FASB ASC 505-50). Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest.

For stock-based awards granted, the Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period.

The fair value of employee option grants are estimated on the date of grant and the fair value of options granted to non-employees are re-measured as they vest. Fair value is calculated using a ~~binomial~~ lattice model. The weighted average assumptions used in the models are outlined in the following table:

					Employee Options		Non-Employee Options
	Employee Options		Non-Employee Options		June 30,		June 30,
	June 30,	June 30,	June 30,	June 30,	2014	2013	2014	2013
	2012	2011	2012	2011
Risk-free rate of interest	1.10%	-	1.10%	0.81%	1.30% - 1.49%	0.63%	-	-
Dividend yield	0%	-	0%	0%	0%	0%	-	-
Volatility of common stock	63%	-	56%	68%	44% - 47%	45%	-	-
Exit / attrition rates	20% - 30%	-	20%	20%	25% - 30%	20% - 25%	-	-
Target exercise factor	1.25 - 1.75	-	1.25	1.25	1.25 - 1.54	1.5 - 1.75	-	-

70On December 8, 2012, the Company granted 175,000 stock options to its directors, officers, and employees at an exercise price of $7.20, which was the closing price for the Company's common stock on the date of grant. These options vest in equal quarterly installments over one- and three-year periods, commencing on January 1, 2013, and expire five years from the date of grant. During the year ended June 30, 2014, the Company granted 270,000 stock options to its officers and employees at exercise prices ranging from $5.94 to $8.29, which was the closing price for the Company's common stock on the date of grants. These options vest in equal quarterly installments over periods ranging from six months to three-years and expire five years from the date of grant.

A summary of stock option activity ~~related to the Company's 2009 Plan~~ for the years ended June 30, ~~2012~~2013 and ~~2011~~2014 is presented below:

				Weighted-				Weighted -
			Weighted-	Average			Weighted -	Average
			Average	Remaining			Average	Remaining
	Number		Exercise Price	Contractual	Number		Exercise Price	Contractual
	Oustanding		Per Share	Life (Years)	Outstanding		Per Share	Life (Years)
Outstanding at June 30, 2010	480,000	$	4.00	4.75
Outstanding at June 30, 2012					677,000	$	4.08	3.4
Granted	-		-	-	175,000		7.20	4.5
Exercised	-		-	-	(21,875)		4.09	0.2
Canceled/forfeited/expired	(62,500)		4.00	4.00	(3,125)		4.20	3.3
Outstanding at June 30, 2011	417,500		4.00	3.75
Outstanding at June 30, 2013					827,000		4.74	2.8
Granted	259,500		4.20	4.33	270,000		6.44	4.5
Exercised	-		-	-	-		-	-
Canceled/forfeited/expired	-		-	-	(10,000)		4.10	1.6
Outstanding at June 30, 2012	677,000	$	4.08	3.36

Options vested and exercisable at June 30, 2012	353,208	$	4.04	3.10
Outstanding at June 30, 2014					1,087,000		5.17	2.5
Options vested and exercisable at June 30, 2014					825,417	$	4.74	1.9

The weighted average grant date fair value of options granted and outstanding at June 30, ~~2012~~2014 was ~~$0.75.~~$0.83. At June 30, ~~2012,~~2014, the Company had ~~$222,449~~$226,955 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 Plan, which will be recognized over the weighted average remaining service period of ~~1 year. Stock-based compensation expense recorded for stock options and restricted stock grants for the years ended June 30, 2012 and 2011 totaled $187,022 and $122,185, respectively.~~0.57 years. The Company settles employee stock option exercises with newly issued shares of common stock.

On May 7, 2012, the Company issued 73,000 shares of restricted common stock to certain members of the executive management team. The restricted common shares vest annually in equal installments over a three-year period, commencing one year from the date of the grant. The Company recorded $146,000 of stock-based compensation expense associated with this grant during the years ended June 30, 2014 and 2013, respectively. The value of the award was based on the closing stock price on the date of grant.

A summary of activity related to non-vested restricted shares is presented below:

At June 30, 2014, the Company had $124,341 of unrecognized stock compensation expense related to the restricted stock grants, which will be recognized over the weighted average remaining service period of 0.9 years.

On March 16, 2013, the Company issued 280,000 restricted stock units to certain members of the executive management team. The restricted stock units have varying vesting periods whereby 34,000 restricted stock units vest on July 1, 2013 and the remaining 246,000 restricted stock units vest quarterly in equal installments over a four and one-half year period, commencing on July 1, 2013. The Company recorded $577,299 and $526,931 of stock-based compensation expense associated with this grant during the years ended June 30, 2014 and 2013, respectively. The fair value of the award was $2,984,800 and was based on the closing stock price on the date of grant.

A summary of activity related to non-vested restricted share units is presented below:

At June 30, 2014, the Company had $1,880,571 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 3.3 years.

At June 30, 2014 there were 225,000 shares available under the 2009 Plan for future grants and awards. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the years ended June 30, 2014 and 2013 totaled $872,712 and $943,974, respectively.

NOTE 13 - NON-CASH INVESTING AND FINANCING ACTIVITIES FOR STATEMENTS OF CASH FLOWS

The below table represents supplemental information to the Company's Statements of Cash Flows for non-cash investing and financing activities during the years ended June 30, 2014 and 2013, respectively.

OnIn July ~~27, 2012,~~2014, the Company ~~purchased 640 acres~~issued 9,354 shares for the settlement of ~~farmland in California's Imperial Valley from Coast Imperial Partners. The purchase price of the 640 acres of land and associated water rights was approximately $5.5 million, of~~RSU's which ~~$2,625,000 was paid by means of a term loan from Wells Fargo Bank, as discussed below. The remainder of the purchase price was paid in cash.~~

~~On July 27, 2012, the Company entered into a five-year farmland lease effective as of~~vested on July 1, 2012, covering approximately 1,240 acres on two parcels located in the Imperial Valley, also owned by Coast Imperial Partners. The two parcels are adjacent to the 640 acres of farmland the Company purchased concurrently from Coast Imperial Partners.2014.

~~The Company intends to use the leased and purchased farmland to further expand the production of its proprietary alfalfa seed varieties.~~

The lease provides for annual escalating rental rates per acre ranging from $150 per acre per year in Year One, when 920 acres will be available for production, to $275 per acre per year in Year Five. The full 1,240 acres will be available to the Company beginning in Year Two and thereafter for the duration of the lease term and any extensions thereof.

Under the terms of the lease, the Company has the right to the water allocated or historically associated with the two parcels, subject to the Company's obligation to pay for all of the associated water costs. The lease further grants the Company a right of first refusal to lease and/or purchase the leased parcels that will be in effect throughout the lease term and shall extend thereafter for an additional five years.

On July 27, 2012, the Company entered into a Credit Agreement with Wells Fargo (the "July 2012 Credit Agreement") and related Term Loan (the "Term Loan"), both dated as of July 2, 2012. The Credit Facility includes both the previously reported April 1, 2012 revolving credit facility for up to $7,500,000 and a new term loan in the amount of $2,625,000. This Credit Agreement amends and restates the Credit Agreement between the Company and Wells Fargo dated as of April 1, 2011, as previously amended by the Amended Credit Agreement dated as of April 1, 2012.The Term Loan bears interest at a rate per annum equal to 2.35% above LIBOR in effect on the from time to time as specified in the term loan. Under the term loan, the Company is also required to pay both monthly and annual principal reduction as follows: The first installment of monthly principal repayments commenced in August 2012 and will continue at a fixed amount per month until the first annual increase in July 2013. Thereafter the amount of monthly principal reduction will increase in August of each year through August 2018. The last monthly payment will be made in July 2019. The monthly principal repayments will range from $8,107 per month through the July 2013 payment up to a high of $9,703 per month in the final year (August 2018 through July 2019). Annual principal payments will be payable in August 2013 and 2014 in the amount of $56,000, with a final installment, consisting of all remaining unpaid principal due and payable in full on July 5, 2019. The Company may prepay the principal at any time, provided that a minimum of the lesser of $100,000 or the entire outstanding principal balance is prepaid at any one time.

The Company applied the proceeds from this borrowing to pay a portion of the purchase price for the 640 acres of farmland it purchased. In connection therewith, the Company executed and delivered a Deed of Trust and Assignment of Rents and Leases to American Securities Company for the benefit of the Bank.

~~On September 24, 2012, the Company sold 600,000 unregistered shares of its common stock for an aggregate purchase price of $3,510,000, or $5.85 per share, to one accredited investor.~~

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, ~~2012.~~2014. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, ~~2012,~~2014, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule ~~13-a-15(f)~~13a-15(f) under the Exchange Act. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, ~~2012,~~2014, based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, ~~2012.~~2014.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation which have significantly affected, or are reasonably likely to significantly affect, our internal control over financial reporting.

The information required by Item 10 regarding directors, executive officers, promoters and control persons is incorporated by reference to the information appearing under the caption "Directors and Executive Officers" in our definitive Proxy Statement relating to our ~~2012~~2014 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year.

Our written Code of Conduct and Ethics applies to all of our directors and employees, including our executive officers, including without limitation our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Conduct and Ethics is available on our website at http://www.swseed.com in the Investors section under "Corporate Governance." Changes to or waivers of the Code of Conduct and Ethics will be disclosed on the same website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver of, any provision of the Code of Conduct and Ethics by disclosing such information on the same website.

The information required by Item 11 is incorporated by reference to the information appearing under the caption "Executive Compensation" in our definitive Proxy Statement relating to our ~~2012~~2014 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year.

The information required by Item 12 is incorporated by reference to the information appearing under the caption "Security Ownership" in our definitive Proxy Statement relating to our ~~2012~~2014 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year.

The information required by Item 13 is incorporated by reference to the information appearing under the caption "Certain Relationships and Related Transactions" in our definitive Proxy Statement relating to our ~~2012~~2014 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year.

The information required by Item 14 is incorporated by reference to the information appearing under the caption "Principal Accounting Fees and Services" in our definitive Proxy Statement relating to our ~~2012~~2014 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year.

Reference is made to the Index to Consolidated Financial Statements of S&W Seed Company under Item 8 in Part II of this Form 10-K.

4.6	Form of Underwriter Warrant issued to Rodman & Renshaw, LLC	8-K	000-34719	4.1	5/18/12
4.3						Warrant Agreement between the Registrant and Transfer Online, Inc., dated May 3, 2010	S-1	333-164588	4.5	4/23/2010
4.4						Form of Representative's Warrants	S-1	333-164588	4.6	4/23/2010
4.5						Form of Underwriter Warrant issued to Rodman & Renshaw, LLC	8-K	001-34719	4.1	5/8/2012
10.1	S&W Seed Company 2009 Equity Incentive Plan and forms of stock option agreements*	S-1	333-164588	10.1	1/29/10	S&W Seed Company 2009 Equity Incentive Plan	DEF 14A	001-34719	Appx. A	10/29/2012
10.2	Form of Indemnification Agreement	S-1	333-164588	10.2	1/29/10	Supply Agreement between the Registrant and PureCircle Sdn Bhd effective as of June 23, 2010^CTR	10-K	001-34719	10.3	9/28/2010
10.3	Supply Agreement between the Registrant and PureCircle Sdn Bhd effective as of June 23, 2010^CTR	10-K	001-34719	10.3	9/28/10	Warrant to purchase 25,000 shares of Common Stock, dated May 7, 2010, issued Cardiff Partners, LLC	8-K	001-34719	4.1	5/12/2010
10.4	Warrant to purchase 25,000 shares of Common Stock, dated May 7, 2010, issued Cardiff Partners, LLC	8-K	001-34719	4.1	5/12/10	Warrant to purchase 25,000 shares of Common Stock, dated May 7, 2010, issued to PR Financial Marketing LLC	8-K	001-34719	4.2	5/12/2010
10.5	Warrant to purchase 25,000 shares of Common Stock, dated May 7, 2010, issued to PR Financial Marketing LLC	8-K	001-34719	4.2	5/12/10	Credit Agreement between the Registrant and Wells Fargo Bank, N.A. dated April 1, 2011 and accompanying Revolving Line of Credit Promissory Note, Security Agreement (Equipment) and Continuing Security Agreement	8-K	001-34719	10.1 to 10.4	4/1/2011
10.6	Employment Agreement between the Registrant and Mark S. Grewal, dated March 8, 2011*	8-K	001-34719	10.1	3/9/11	Customer List Purchase Agreement dated July 6, 2011	8-K	001-34719	10.1	7/8/2011
10.7	Credit Agreement between the Registrant and Wells Fargo Bank, N.A. dated April 1, 2011 and accompanying Revolving Line of Credit Promissory Note, Security Agreement (Equipment) and Continuing Security Agreement	8-K	001-34719	10.1 through 10.4	4/1/11	Consulting Agreement between the Registrant and Richard Penner Consulting, Inc. dated July 6, 2011	8-K	001-34719	10.2	7/8/2011
10.8	Customer List Purchase Agreement dated July 6, 2011	8-K	001-34719	10.1	7/8/11	First Amendment to Credit Agreement between the Registrant and Wells Fargo Bank, entered into as of April 1, 2012 (see Exhibit 10.6)	8-K	001-34719	10.1	3/14/2012
10.9	Consulting Agreement between the Registrant and Richard Penner Consulting, Inc. dated July 6, 2011	8-K	001-34719	10.2	7/8/11	Revolving Line of Credit Promissory Note dated April 1, 2012	8-K	001-34719	10.2	3/14/2012
10.10	Employment Agreement between the Registrant and Matthew K. Szot, effective November 1, 2011*	8-K	001-34719	10.1	10/28/11	Employment Agreement between the Registrant and Daniel Z. Karsten dated July 1, 2012	8-K	001-34719	10.1	7/18/2012
10.11	Agricultural Sub-sublease between the Registrant and Triangle T Partners, LLC,	10-Q	001-34719	10.1	5/9/12	Agricultural Lease between the Registrant and Coast Imperial Partners	8-K	001-34719	10.1	8/2/2012
10.12	First Amendment to Credit Agreement between the Registrant and Wells Fargo Bank, entered into as of April 1, 2012 (see Exhibit 10.9)	8-K	001-34719	10.1	3/14/12	Credit Agreement between the Registrant and Wells Fargo Bank National Association entered into as of July 2, 2012 (see Exhibits 10.9 and 10.10)	8-K	001-34719	10.2	8/2/2012
10.13	Revolving Line of Credit Promissory Note	8-K	001-34719	10.2	3/14/12	Term Note dated as of July 2, 2012	8-K	001-34719	10.3	8/21/2012
10.14	Employment Agreement between the Registrant and Daniel Z. Karsten*	8-K	001-34719	10.1	7/18/12	Deed of Trust and Assignment of Rents and Leases, executed as of July 2, 2012	8-K	001-34719	10.4	8/21/2012
10.15	Agricultural Lease between the Registrant and Coast Imperial Partners	8-K	001-34719	10.1	8/2/12

10.16
Credit Agreement between the Registrant and Wells Fargo Bank National Association entered into as of July 2, 2012 (see Exhibits 10.9 and 10.14)
8-K
001-34719
10.2
8/2/12
10.17
Term Note dated as of July 2, 2012
8-K
001-34719
10.3
8/21/12
10.18
Deed of Trust and Assignment of Rents and Leases, executed as of July 2, 2012
8-K
001-34719
10.4
8/21/12
21.1

Subsidiaries of the Registrant

X
23.1

Consent of Independent Registered Public Accounting Firm

X
24.1

Power of Attorney (see signature page)

X
31.1

Chief Executive Officer Certification pursuant toRule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

X
31.2

Chief Financial Officer Certification pursuant toRule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

X
32.1

Chief Executive Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

X
32.2

Chief Financial Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

X
101

The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at June 30, 2012 and June 30, 2011; (ii) the Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2012 and 2011; (iii) the Consolidated Statement of Stockholders' Equity; (iv) the Consolidated Statement of Cash Flows for the Fiscal Years Ended June 30, 2012 and 2011; and (v) the Notes to Consolidated Financial Statements

X

10.15	Assignment and Assumption Agreement, dated October 1, 2012 by and between the Registrant and Imperial Valley Seeds, Inc.	8-K	001-347129	10.1	9/28/2012
10.16	Employment Agreement dated October 1, 2012 by and between the Registrant and Fred Fabre*	8-K	001-347129	10.2	9/28/2012
10.17	Subordinated Promissory Note dated October 1, 2012 issued to Imperial Valley Seeds, Inc.*	8-K	001-347129	10.3	9/28/2012
10.18	Employment Agreement dated October 15, 2012 by and between the Registrant and Danielson B. Gardner*	8-K	001-34719	10.1	10/15/2012
10.19	Supply Agreement dated October 1, 2012 by and between Imperial Valley Seeds, Inc. and Imperial Valley Milling Co., acquired by the Registrant in the IVS Asset Acquisition	10-Q	001-34719	10.1	2/13/2013
10.20	First Amendment to Credit Agreement between the Registrant and Wells Fargo Bank, N.A. dated December 20, 2012	10-Q	001-34719	10.2	2/13/2013
10.21	Employment Agreement with Mark S. Grewal dated February 26, 2013*	8-K	001-34719	10.1	3/1/2013
10.22	Employment Agreement with Matthew K. Szot dated April 1, 2013*	8-K	001-34719	10.1	3/28/2013
10.23	Employment Agreement with Dennis Jury dated March 28, 2013*	8-K	001-34719	10.1	4/5/2013
10.24	Purchase Agreement and Escrow Instructions dated December 21, 2013 by and between Imperial Morningstar Land Company LLC, Coast Imperial Partners and S&W Seed Company	10-Q	001-34719	10.1	5/15/2013
10.25	Memorandum of Lease effective March 1, 2013 by and between United Investments Pty Ltd and Seed Genetics International Pty Ltd for office space in Unley, South Australia	10-K	001-34719	10.27	9/30/2014
10.26	Roundup Ready® alfalfa Co-Breeding Agreement between the Registrant and Forage Genetics International, LLC^CTR	10-K	001-34719	10.28	9/30/2014
10.27	Business Letter of Offer dated September 21, 2007 from National Australia Bank for Seed Genetics International Pty Ltd loan facilities	10-K	001-34719	10.29	9/30/2014
10.28	Business Letter of Advice dated February 26, 2013 from National Australia Bank for Seed Genetics International Pty Ltd loan facilities	10-K	001-34719	10.30	9/30/2014
10.29	Business Letter of Offer dated February 27, 2013 from National Australia Bank for Seed Genetics International Pty Ltd loan facilities	10-K	001-34719	10.31	9/30/2014

10.30	Vacant Land Purchase Agreement by and between S&W Seed Company and Jim Little dated December 10, 2012	10-K	001-34719	10.32	9/30/2014
10.31	Form of Indemnification Agreement for S&W Seed Company Director	8-K	001-34719	10.1	9/27/2013
10.32	Form of Indemnification Agreement for Subsidiary Director	8-K	001-34719	10.2	9/27/2013
10.33	Amendment No. 1 to S&W Seed Company Amended and Restated 2009 Equity Incentive Plan	8-K	001-34719	10.3	9/27/2013
10.34	Amendment No. 2 to S&W Seed Company Amended and Restated 2009 Equity Incentive Plan	DEF 14A	001-34719	Appx. A	10/28/2013
10.35	Credit Agreement with Wells Fargo Bank, National Association	8-K	001-34719	10.1	2/24/2014
10.36	Revolving Line of Credit Note	8-K	001-34719	10.2	2/24/2014
10.37	Continuing Security Agreement: Right to Payment and Inventory	8-K	001-34719	10.3	2/24/2014
10.38	Security Agreement: Equipment	8-K	001-34719	10.4	2/24/2014
10.39	EX-IM Working Capital Guarantee Credit Agreement with Wells Fargo Bank, National Association	8-K	001-34719	10.5	2/24/2014
10.40	EX-IM Working Capital Guarantee Borrower Agreement	8-K	001-34719	10.6	2/24/2014
10.41	EX-IM Working Capital Guarantee Revolving Line of Credit Note	8-K	001-34719	10.7	2/24/2014
10.42	EX-IM Working Capital Guarantee Continuing Security Agreement: Rights to Payment and Inventory	8-K	001-34719	10.8	2/24/2014
10.43	EX-IM Working Capital Guarantee Continuing Security Agreement: Equipment	8-K	001-34719	10.9	2/24/2014
10.44	Guarantee with National Bank Australia Bank Limited	8-K	001-34719	10.1	4/25/2014
10.45	Service Level Agreement with Imperial Valley Milling					X
21.1	Subsidiaries of the Registrant					X
23.1	Consent of Independent Registered Public Accounting Firm					X
31.1	Chief Executive Officer Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended					X

31.2	Chief Financial Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.1	Chief Executive Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**	X
32.2	Chief Financial Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X

Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

**This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of Section13 or 15(d)of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark S. Grewal and Matthew K. Szot, or any of them, his attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in- fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

10.6	Customer List Purchase Agreement dated July 6, 2011	8-K	001-34719	10.1	7/8/2011
10.7	Consulting Agreement between the Registrant and Richard Penner Consulting, Inc. dated July 6, 2011	8-K	001-34719	10.2	7/8/2011
10.8	First Amendment to Credit Agreement between the Registrant and Wells Fargo Bank, entered into as of April 1, 2012 (see Exhibit 10.6)	8-K	001-34719	10.1	3/14/2012
10.9	Revolving Line of Credit Promissory Note dated April 1, 2012	8-K	001-34719	10.2	3/14/2012
10.10	Employment Agreement between the Registrant and Daniel Z. Karsten dated July 1, 2012	8-K	001-34719	10.1	7/18/2012
10.11	Agricultural Lease between the Registrant and Coast Imperial Partners	8-K	001-34719	10.1	8/2/2012
10.12	Credit Agreement between the Registrant and Wells Fargo Bank National Association entered into as of July 2, 2012 (see Exhibits 10.9 and 10.10)	8-K	001-34719	10.2	8/2/2012
10.13	Term Note dated as of July 2, 2012	8-K	001-34719	10.3	8/21/2012
10.14	Deed of Trust and Assignment of Rents and Leases, executed as of July 2, 2012	8-K	001-34719	10.4	8/21/2012
10.15	Assignment and Assumption Agreement, dated October 1, 2012 by and between the Registrant and Imperial Valley Seeds, Inc.	8-K	001-347129	10.1	9/28/2012
10.16	Employment Agreement dated October 1, 2012 by and between the Registrant and Fred Fabre*	8-K	001-347129	10.2	9/28/2012
10.17	Subordinated Promissory Note dated October 1, 2012 issued to Imperial Valley Seeds, Inc.*	8-K	001-347129	10.3	9/28/2012
10.18	Employment Agreement dated October 15, 2012 by and between the Registrant and Danielson B. Gardner*	8-K	001-34719	10.1	10/15/2012
10.19	Supply Agreement dated October 1, 2012 by and between Imperial Valley Seeds, Inc. and Imperial Valley Milling Co., acquired by the Registrant in the IVS Asset Acquisition	10-Q	001-34719	10.1	2/13/2013
10.20	First Amendment to Credit Agreement between the Registrant and Wells Fargo Bank, N.A. dated December 20, 2012	10-Q	001-34719	10.2	2/13/2013
10.21	Employment Agreement with Mark S. Grewal dated February 26, 2013*	8-K	001-34719	10.1	3/1/2013
10.22	Employment Agreement with Matthew K. Szot dated April 1, 2013*	8-K	001-34719	10.1	3/28/2013
10.23	Employment Agreement with Dennis Jury dated March 28, 2013*	8-K	001-34719	10.1	4/5/2013

10.24	Purchase Agreement and Escrow Instructions dated December 21, 2013 by and between Imperial Morningstar Land Company LLC, Coast Imperial Partners and S&W Seed Company	10-Q	001-34719	10.1	5/15/2013
10.25	Memorandum of Lease effective March 1, 2013 by and between United Investments Pty Ltd and Seed Genetics International Pty Ltd for office space in Unley, South Australia	10-K	001-34719	10.27	9/30/2014
10.26	Roundup Ready® alfalfa Co-Breeding Agreement between the Registrant and Forage Genetics International, LLC^CTR	10-K	001-34719	10.28	9/30/2014
10.27	Business Letter of Offer dated September 21, 2007 from National Australia Bank for Seed Genetics International Pty Ltd loan facilities	10-K	001-34719	10.29	9/30/2014
10.28	Business Letter of Advice dated February 26, 2013 from National Australia Bank for Seed Genetics International Pty Ltd loan facilities	10-K	001-34719	10.30	9/30/2014
10.29	Business Letter of Offer dated February 27, 2013 from National Australia Bank for Seed Genetics International Pty Ltd loan facilities	10-K	001-34719	10.31	9/30/2014
10.30	Vacant Land Purchase Agreement by and between S&W Seed Company and Jim Little dated December 10, 2012	10-K	001-34719	10.32	9/30/2014
10.31	Form of Indemnification Agreement for S&W Seed Company Director	8-K	001-34719	10.1	9/27/2013
10.32	Form of Indemnification Agreement for Subsidiary Director	8-K	001-34719	10.2	9/27/2013
10.33	Amendment No. 1 to S&W Seed Company Amended and Restated 2009 Equity Incentive Plan	8-K	001-34719	10.3	9/27/2013
10.34	Amendment No. 2 to S&W Seed Company Amended and Restated 2009 Equity Incentive Plan	DEF 14A	001-34719	Appx. A	10/28/2013
10.35	Credit Agreement with Wells Fargo Bank, National Association	8-K	001-34719	10.1	2/24/2014
10.36	Revolving Line of Credit Note	8-K	001-34719	10.2	2/24/2014
10.37	Continuing Security Agreement: Right to Payment and Inventory	8-K	001-34719	10.3	2/24/2014
10.38	Security Agreement: Equipment	8-K	001-34719	10.4	2/24/2014
10.39	EX-IM Working Capital Guarantee Credit Agreement with Wells Fargo Bank, National Association	8-K	001-34719	10.5	2/24/2014
10.40	EX-IM Working Capital Guarantee Borrower Agreement	8-K	001-34719	10.6	2/24/2014
10.41	EX-IM Working Capital Guarantee Revolving Line of Credit Note	8-K	001-34719	10.7	2/24/2014

10.42	EX-IM Working Capital Guarantee Continuing Security Agreement: Rights to Payment and Inventory	8-K	001-34719	10.8	2/24/2014
10.43	EX-IM Working Capital Guarantee Continuing Security Agreement: Equipment	8-K	001-34719	10.9	2/24/2014
10.44	Guarantee with National Bank Australia Bank Limited	8-K	001-34719	10.1	4/25/2014
10.45	Service Level Agreement with Imperial Valley Milling					X
21.1	Subsidiaries of the Registrant					X
23.1	Consent of Independent Registered Public Accounting Firm					X
31.1	Chief Executive Officer Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended					X
31.2	Chief Financial Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.1	Chief Executive Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**					X
32.2	Chief Financial Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					X

CTR Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

** This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value		~~The NASDAQ Stock Market LLC~~
~~Class A Warrants to purchase one share of Common Stock~~		The NASDAQ Stock Market LLC
Class B Warrants to purchase one share of Common Stock		The NASDAQ Stock Market LLC

		Page
FORWARD-LOOKING STATEMENTS		1
PART I		1
Item 1.	Business	2
Item 1A.	Risk Factors	1716
Item 1B.	Unresolved Staff Comments	30
Item 2.	Properties	30
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	30
PART II		3031
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3031
Item 6.	Selected Financial Data	33
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3433
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	4543
Item 8.	Financial Statements and Supplementary Data	4643
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	7374
Item 9A.	Controls and Procedures	7374
Item 9B.	Other Information	7475
PART III		75
Item 10.	Directors, Executive Officers and Corporate Governance	75
Item 11.	Executive Compensation	75
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	75
Item 13.	Certain Relationships and Related Transactions, and Director Independence	75
Item 14.	Principal Accountant Fees and Services	75
PART IV		76
Item 15.	Exhibits and Financial Statement Schedules	76
SIGNATURES		8081

~~10 Dormancy~~
●	~~SW 10~~

~~9 Dormancy~~
●	~~SW 9720~~
●	~~SW 9628~~
●	~~SW 9215~~

~~8 Dormancy~~
●	~~SW 8718~~
●	~~SW 8421S~~
●	~~SW 8210~~

~~7 Dormancy~~
●	~~SW 7410~~

~~6 Dormancy~~
●	~~SW 6403~~
●	~~SW 6330~~

~~4 Dormancy~~
●	~~SW 435~~

Location		Size ~~(acres)~~		Primary Use	Leased or Owned

Five Points (Fresno County), CA		40 ~~(1)~~acres		Corporate headquarters and milling facilities	Owned (1)

Calipatria (Imperial Valley), CA		640 acres		Alfalfa seed farmland	Owned

Calipatria (Imperial Valley), CA		1,240 ~~(2)~~acres		Alfalfa seed farmland	~~Leased(3)~~Leased(2)
Calipatria (Imperial Valley), CA	182 acres	Alfalfa seed farmland	Owned(3)
Calipatria (Imperial Valley), CA	119 acres	Alfalfa seed farmland	Owned
Kern County, CA		800 acres		Farmland suitable for farming alfalfa seed ~~wheat~~ and ~~other crops, including stevia~~alfalfa hay	Leased(4)

~~Chowchilla (Madera County), CA~~Unley, South Australia	1,937 sq ft	~~1,500~~Corporate headquarters for SGI		~~Alfalfa seed farmland~~	Leased(5)
Keith, South Australia	3.7 acres	Future processing facility			Owned
~~Los Banos (Merced County),~~Fresno, CA	933 sq ft	~~156~~Office space		~~Stevia farmland~~	~~Leased(6)~~Leased (6)

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (a)	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights(1) (b)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders
	2009 Amended and Restated Equity Incentive Plan	1,278,336	$5.17	225,000
Equity compensation plans not approved by security holders		-	-	-
	TOTAL	1,278,336	$5.17	225,000

●	increasing our farming acreage dedicated to alfalfa seed production by both acquisition of leased and purchased farmland and by increasing the number of acres under contract with growers in the Central and Imperial Valleys of California;
●	teaming with Forage Genetics International, LLC ("Forage Genetics") and Monsanto Corporation ("Monsanto") to develop genetically modified organism (GMO) alfalfa seeds, using our germplasm and Monsanto's genetically modified traits;
●	developing stevia varieties in response to growing demand for the all-natural, zero calorie sweetener;
●	acquiring the customer list of our primary international distributor of alfalfa seed;
●	entering into the dormant market via the acquisition of dormant germplasm in August 2012;
●	entering into production of non-GMO seed in the Imperial Valley, California by purchasing farmland and by acquisition of Imperial Valley Seeds, Inc. ("IVS") in October 2012; and
●	entering into production of non-GMO seed in Australia by acquisition in April 2013 of the dominant local producer, Seed Genetics International Pty Ltd ("SGI").

●	~~zero calories;~~

●	~~100% natural and thus perceived as healthier than artificial sweeteners;~~

●	~~stable under heat and thus can be utilized in baked goods and processed foods;~~

●	~~200 to 300 times sweeter than sugar; and~~

●	~~measures zero on the glycemic index, which is important in the diabetic market and benefits from growing consumer understanding of the value of a low glycemic diet.~~

●	increasing our farming acreage dedicated to alfalfa seed production by both acquisition of leased and purchased farmland and by increasing the number of acres under contract with growers in the Central and Imperial Valleys of ~~California;~~California, and in Australia;

●	increasing distribution into foreign markets through sales in the Middle East, Africa, Mexico and ~~Africa and through credit extensions to certain key distributors in those and other foreign markets;~~Latin America ;

●	expanding and improving our domestic distribution channels;

●	promoting worldwide the economic advantages of our high-yielding alfalfa seed varieties and our salt-tolerant alfalfa seed varieties;

●	continuing our breeding program in order to develop new varieties with those characteristics most desired by farmers; and

●	expanding our assortment of available varieties to include lower dormancy varieties that are suited to geographic regions we currently do not service.

●	~~continuing our breeding program that is designed to identify the most favorable varieties for producing the best flavor and other desired characteristics suited to our local growing conditions;~~

●	~~developing best practices for growing, harvesting and processing of stevia in order to both reduce labor costs and increase the quality and quantity of harvested stevia; and~~

●	increasing acreage devoted to stevia production, either by lease arrangements, purchase of farmland or leveraging our existing alfalfa seed grower base to provide us with a strong grower base in the San Joaquin Valley for stevia plant production.

●	industry leadership in breeding for high seed yields, thereby making our varieties more profitable to our growers;
●	our salt tolerant varieties which are bred to produce excellent hay in highly adverse and saline growing conditions;
●	our new GMO varieties which we are developing to be both salt tolerant and "Roundup Ready®";
●	recognition as the leader in developing and marketing new non-dormant level 10 varieties that have superior winter activity and forage production compared with competing products;

●	consistent top-10 ranking of our S&W varieties in a field of more than 300 alfalfa varieties tested in UC Davis yield trials;

●	succeed in developing products that are equal to or superior to our products or potential products or that achieve greater market acceptance than our products or potential products;

●	devote greater resources to developing, marketing or selling their products;

●	respond more quickly to new or emerging technologies or scientific advances and changes in customer requirements, which could render our products or potential products obsolete or less preferable;

●	obtain patents that block or otherwise inhibit our ability to develop and commercialize potential products we might otherwise develop;

●	withstand price competition more successfully than we can;

●	establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our customers or prospective customers;

●	take advantage of acquisition or other opportunities more readily than we can; and

●	control acreage and growers located in zones where GMO seed production is forbidden, thereby lessening the risks of GMO traits contaminating seed produced for overseas markets.

●	economic status and trends in the dairy industry, which underlies domestic demand for our alfalfa seed;

●	market conditions for alfalfa seed in the Middle East and Africa, where a substantial amount of our seed historically has been purchased by end users;

●	quarterly fluctuations in our operating results;

●	our ability to meet the earnings estimates and other performance expectations of investors or financial analysts;

●	fluctuations in the stock prices of our peer companies or in stock markets in general; and

●	general economic or political conditions.

●	~~the extent and duration of future operating income;~~

●	~~the level and timing of future sales and expenditures;~~

●	~~working capital required to support our growth;~~

●	~~investment capital for plant and equipment;~~

●	~~our sales and marketing programs;~~

●	~~investment capital for potential acquisitions;~~

●	~~competition; and~~

●	~~market developments.~~

	Page
Report of Independent Registered Public Accounting Firm	4744
Consolidated Balance Sheets at June 30, ~~2012~~2014 and ~~2011~~2013	4845
Consolidated Statements of Operations for the Fiscal Years Ended June 30, ~~2012~~2014 and ~~2011~~2013	4946
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, 2014 and 2013	47
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended June 30, ~~2012~~2014 and ~~2011~~2013	5048
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, ~~2012~~2014 and ~~2011~~2013	5149
Notes to Consolidated Financial Statements	5250

					Additional		Retained		Total
	Common Stock				Paid-In		Earnings		Stockholders'
	Shares		Amount		Capital		(Deficit)		Equity
Balance, June 30, 2010	5,800,000	$	5,800	$	14,482,531	$	763,196	$	15,251,527

Stock-based compensation - options	-		-		122,185		-		122,185
Net loss for the year ended June 30, 2011	-		-		-		(811,448)		(811,448)
Balance, June 30, 2011	5,800,000		5,800		14,604,716		(48,252)		14,562,264

Stock-based compensation - options	-		-		165,363		-		165,363
Restricted stock grant to executives	73,000		73		21,586		-		21,659
Proceeds from equity offering net of underwriter fees and expenses	1,000,000		1,000		5,005,311		-		5,006,311
Net income for the year ended June 30, 2012	-		-		-		374,835		374,835
Balance, June 30, 2012	6,873,000	$	6,873	$	19,796,976	$	326,583	$	20,130,432

								Additional		Retained		Accumulated		Total
	Common Stock			Treasury Stock				Paid-In		Earnings		Other Comprehensive		Stockholders'
	Shares		Amount	Shares		Amount		Capital		(Deficit)		Loss		Equity

Balance, June 30, 2012	6,873,000	$	6,873	-	$	-	$	19,796,976	$	326,583	$	-	$	20,130,432

Stock-based compensation - options, restricted stock, and RSUs	-		-	-		-		943,975		-		-		943,975
Proceeds from equity offering net of expenses	600,000		600	-		-		3,461,986		-		-		3,462,586
Common stock issued for IVS acquisition	400,000		400	-		-		2,431,600		-		-		2,432,000
Proceeds from equity offering net of underwriter fees and expenses	1,400,000		1,400	-		-		9,412,238		-		-		9,413,638
Common stock issued for A warrant exercise net of fees and expenses	1,372,641		1,373	-		-		9,364,839		-		-		9,366,212
Common stock issued for exercise of underwriter warrant and A warrant	31,500		31	-		-		213,644		-		-		213,675
Cashless exercise of other warrants	30,597		31	-		-		(31)		-		-		-
Common stock issued for SGI acquisition	864,865		865	-		-		8,708,326		-		-		8,709,191
Common stock issued for services	12,000		12	-		-		109,908		-		-		109,920
Redemption of unexercised A warrants	-		-	-		-		(6,765)		-		-		(6,765)
Exercise of employee stock options, net of withholding taxes	5,978		6	-		-		(36,052)		-		-		(36,046)
Cancellation of restricted shares for withholding taxes	(6,480)		(6)	-		-		(61,886)		-		-		(61,892)
Comprehensive loss	-		-	-		-		-		-		(2,103,836)		(2,103,836)
Net loss for the year ended June 30, 2013	-		-	-		-		-		(2,516,027)		-		(2,516,027)
Balance, June 30, 2013	11,584,101		11,585	-		-		54,338,758		(2,189,444)		(2,103,836)		50,057,063

Stock-based compensation - options, restricted stock, and RSUs	-		-	-		-		872,711		-		-		872,711
Common stock issued for exercise of underwriter warrant and A warrant	31,500		32	-		-		213,644		-		-		213,676
Net issuance to settle RSUs	57,557		57	-		-		(241,709)		-		-		(241,652)
Cancellation of restricted shares for withholding taxes	(8,065)		(8)	-		-		(61,528)		-		-		(61,536)
Treasury stock purchases	-		-	(25,000)		(134,196)		-		-		-		(134,196)
Comprehensive income	-		-	-		-		-		-		435,069		435,069
Net income for the year ended June 30, 2014	-		-	-		-		-		373,100		-		373,100
Balance, June 30, 2014	11,665,093	$	11,666	(25,000)	$	(134,196)	$	55,121,876	$	(1,816,344)	$	(1,668,767)	$	51,514,235

		Fair Value Measurements as of June 30, 2014 Using:
		Level 1		Level 2		Level 3
Foreign exchange contract asset	$	-	$	627	$	-
Total	$	-	$	627	$	-


		Fair Value Measurements as of June 30, 2013 Using:
		Level 1		Level 2		Level 3
Foreign exchange contract liability	$	-	$	663,043	$	-
Total	$	-	$	663,043	$	-

Technology/IP	$	1,044,000
Customer relationships		756,333
Supply agreement		1,512,667
Trade-name and brands		1,118,000
Non-compete		349,000
Goodwill		1,402,000
Total acquisition cost allocated	$	6,182,000

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

		Useful Lives
Customer list	$ 121,786	17
Non-compete	43,214	5
	$ 165,000

			Useful Lives (Years)
Technology/IP			12
Customer relationships			20
Supply agreement			20
Trade name			20
Non-compete			5

Cash	$	5,000,000
Unsecured five-year promissory note, net of $156,880 debt discount		2,325,437
Common stock		8,709,191
	$	16,034,628

		Year Ended June 30
(Unaudited)		2013
Revenue	$	54,703,923
Net loss	$	(1,991,428)

		Balance at						Balance at
		July 1, 2010		Additions		Amortization		June 30, 2011

Trade name	$	222,723	$	-	$	(12,372)	$	210,351
Customer relationships		115,016		-		(6,396)		108,620
Technology/IP		209,672		-		(26,207)		183,465
Non-compete		1,263		-		(1,263)		-
	$	548,674	$	-	$	(46,238)	$	502,436

			2013			2014			2015			2016			2017
Amortization expense		$	60,779		$	60,779		$	60,779		$	60,779		$	52,136

Fiscal Year		Amount

2015	$	267,764
2016		2,162,591
2017		178,475
2018		219,052
2019		116,150
Thereafter		1,776,363
Total	$	4,720,395

		For the years ended
												2018 and
		2013		2014		2015		2016		2017		beyond

Operating lease obligations	$	220,228	$	219,024	$	50,699	$	805	$	-	$	-
Commitments to purchase inventories		5,791,663		2,026,196		605,336		-		-		-
Total contractual obligations	$	6,011,891	$	2,245,220	$	656,035	$	805	$	-	$	-

												2020 and
		2015		2016		2017		2018		2019		beyond

Operating lease obligations	$	569,437	$	633,385	$	648,080	$	302,841	$	235,500	$	1,373,750

Year Ended June 30, 2014
				Weighted -
	Number of		Weighted -	Average
	Nonvested		Average	Remaining
	Restricted		Grant Date	Contractual
	Share Units		Fair Value	Life (Years)
Beginning nonvested restricted units outstanding	280,000	$	10.66	-
Granted	-		-	-
Vested	(88,664)		-	-
Forfeited	-		-	-
Ending nonvested restricted units outstanding	191,336	$	10.66	3.3

	•	~~pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;~~

	•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	•	~~provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.~~

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	SEC File Number	Exhibit Number	Filing Date	Filed Herewith
2.1	Purchase and Assignment of Membership Interests, Assumption of Obligations, Agreement to be Bound by Limited Liability Company Agreement and Admission of Substituted Member, dated January 28, 2010	S-1	333-164588	3.3	3/10/10
2.2	Agreement and Plan of Merger between S&W Seed Company, a Delaware corporation and S&W Seed Company, a Nevada corporation, adopted December 10, 2011	8-K	001-34719	2.1	12/19/11
3.1	Registrant's Articles of Incorporation	8-K	001-34719	3.1	12/19/11
3.2	Registrant's Bylaws	8-K	001-34719	3.2 1	12/19/11
3.3	Amended and Restated Operating Agreement of Seed Holding, LLC, as amended	S-1	333-164588	3.4.1 and 3.4.2	3/10/10
4.1	Form of Common Stock Certificate	S-1	333-164588	4.1	4/23/10
4.2	Form of Class A Warrant	S-1	333-164588	4.3	4/23/10
4.3	Form of Class B Warrant	S-1	333-164588	4.4	4/23/10
4.4	Warrant Agreement between the Registrant and Transfer Online, Inc., dated May 3, 2010	S-1	333-164588	4.5	4/23/10
4.5	Form of Representative's Warrants	S-1	333-164588	4.6	4/23/10

Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit No.	Filing Date	Filed Herewith
2.1	Purchase and Assignment of Membership Interests, Assumption of Obligations, Agreement to be Bound by Limited Liability Company Agreement and Admission of Substituted Member, dated January 28, 2010	S-1	333-164588	3.3	3/10/2010
2.2	Agreement and Plan of Merger between S&W Seed Company, a Delaware corporation and S&W Seed Company, a Nevada corporation, adopted December 10, 2011	8-K	001-34719	2.1	12/19/2011
2.3	Purchase Agreement dated as of January 11, 2013 by and between S&W Seed Company and Piper Jaffray & Co.	8-K	001-34719	1.1	1/11/2013
2.4	Share Acquisition Agreement dated March 14, 2013	8-K	001-34719	2.1	3/14/2013
3.1	Articles of Incorporation of S&W Seed Company	8-K	001-34719	3.1	12/19/2011
3.2	Amended and Restated Bylaws of S&W Seed Company	8-K	001-34719	3.1	5/21/2013
3.3	First Amendment to Amended and Restated Bylaws of S&W Seed Company	8-K	001-34719	3.1	5/23/2014
3.4	Amended and Restated Operating Agreement of Seed Holding, LLC, as amended	S-1	333-164588	3.4.1 and 3.4.2	3/10/2010
4.1	Form of Common Stock Certificate	S-1	333-164588	4.1	4/23/2010
4.2	Form of Class B Warrant	S-1	333-164588	4.4	4/23/2010

Signature	Title	Date


/s/ Mark S. Grewal Mark S. Grewal	President, Chief Executive Officer and Director (Principal Executive Officer)	September ~~27, 2012~~29, 2014


/s/ Matthew K. Szot Matthew K. Szot	~~Senior~~Executive Vice President of Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer)	September ~~27, 2012~~29, 2014


/s/ Grover T. Wickersham Grover T. Wickersham	Chairman of the Board	September ~~27, 2012~~29, 2014
/s/ Glen Bornt Glen Bornt	Director
		September 29, 2014
/s/ Michael C. Culhane Michael C. Culhane	Director	September ~~27, 2012~~29, 2014


/s/ Michael M. Fleming Michael M. Fleming	Director	September ~~27, 2012~~29, 2014


/s/ ~~Michael N. Nordstrom~~Mark J. Harvey ~~Michael N. Nordstrom~~Mark J. Harvey	Director	September ~~27, 2012~~29, 2014


/s/ Charles B. Seidler Charles B. Seidler	Director	September ~~27, 2012~~29, 2014
~~Charles B. Seidler~~/s/ William S. Smith William S. Smith	Director	September 29, 2014
/s/ Ann M. Veneman Ann M. Veneman	Director	September 29, 2014