SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended June 30, 2006

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

For the transition period from                      to                     

SED International Holdings, Inc.

GEORGIA (State or other jurisdiction of incorporation or organization)		22-2715444 (I.R.S. Employer Identification No.)

4916 North Royal Atlanta Drive, Tucker, Georgia (Address of principal executive offices)		30084 (Zip Code)

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

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

     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 for 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. Yes þ No o 

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. þ 

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o            Accelerated Filer o            Non-accelerated filer þ 

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

     The aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 2005 was approximately $1.8 million.

     The number of shares outstanding of the registrant’s common stock, $.01 par value, as of September 22, 2006 was 3,878,856 shares.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Proxy Statement for the 2006 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year ended June 30, 2006, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this form 10-K, the Proxy Statement is not deemed to be filed as part hereof.

 

 

INTRODUCTORY NOTE

      This Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2006, as filed by the Company on October 24, 2006, is being filed to amend Part II, Item 9A of the report.

TABLE OF CONTENTS

				Page
PART I
Item 1.		Business			2
Item 1A.		Risk Factors			6
Item 1B.		Unresolved Staff Comments			9
Item 2.		Properties			9
Item 3.		Legal Proceedings			10
Item 4.		Submission of Matters to a Vote of Security Holders			10
PART II
Item 5.		Market Price of the Company’s Common Stock, Related Shareholder Matters and Issuer Purchases of Stock			11
Item 6.		Selected Financial Data Five Year Financial Summary			12
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			21
Item 8.		Financial Statements and Supplementary Data			22
		Reports of Independent Registered Public Accounting Firm			22
		Consolidated Balance Sheets			24
		Consolidated Statements of Operations			25
		Consolidated Statements of Shareholders’ Equity			26
		Consolidated Statements of Cash Flows			27
		Notes to Consolidated Financial Statements			28
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			40
Item 9A.		Controls and Procedures			40
Item 9B.		Other Information			40
PART III
Item 10.		Directors and Executive Officers of the Company			41
Item 11.		Executive Compensation			41
Item 12.		Security Ownership of Certain Beneficial Owners and Management			41
Item 13.		Certain Relationships and Related Transactions			41
Item 14.		Principal Accounting Fees and Services			41
PART IV
Item 15.		Exhibits and Financial Statement Schedules			42
Supplemental Information to be furnished with Reports Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act					45
Signatures					47
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF PFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF PFO

FORWARD LOOKING STATEMENT INFORMATION

     Certain statements made in this Annual Report on Form 10-K/A are “forward-looking statements regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

its owner for misrepresentations and filed a Motion to Dismiss, which motion has not yet been ruled upon by the presiding court. In the event the Company’s motion is denied, discovery on the merits of the case will commence. The Company believes that it has meritorious defenses and will vigorously defend this matter.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     None

Item 9A. Controls and Procedures

     Our management, with the participation of our principal executive and financial officers, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, our principal executive and financial officers have concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

      It was brought to management’s attention by its independent registered accounting firm that tax footnotes, a classification of unearned compensation on the balance sheet, lack of tax policy footnote disclosure and lack of legal proceedings footnote disclosure and other items were deficient or not up to date. All the items were corrected prior to the filing of this Annual Report on Form 10-K. However, for these reasons, our principal executive and financial officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Annual Report on Form 10-K to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

     There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are we reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

     None.

SIGNATURES

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

Date: June 28, 2007

     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 Company and in the capacities indicated this June 28, 2007.

/s/ JEAN DIAMOND		Chairman of the Board
Jean Diamond		Chief Executive Officer and Director (principal executive officer)
/s/ LYLE DICKLER		Vice President — Finance,
Lyle Dickler		Secretary and Treasurer (principal financial and accounting officer)
*		Director
Stewart I. Aaron
*		Director
Melvyn I. Cohen
*		Director
Joseph Segal