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4.01 Change in Registrant’s Certifying Accountant
On February
6, 2017, the Board of Directors of Sugarmade, Inc. (the “Company”) dismissed Anton & Chia, LLP (“A&C”)
as the principal auditor for the Company. The Company’s Board of Directors approved the dismissal of A&C on February
6, 2017. The principal accountant’s report on the financial statements for the period from September 30, 2014 to and as of
September 30, 2016 did not contain an adverse opinion or a disclaimer of opinion, nor did such statements contain qualifiers or
modifiers as to uncertainty, audit scope, or accounting principles. There were no disagreements with A&C whether or not resolved,
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if
not resolved to A&C's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection
with its report on the Company's financial statements. The Company is in process of retaining a new auditor.
During the
Company's 2016 fiscal year and through to the date of this Current Report on Form 8-K, (1) there were no disagreements with A&C
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if
not resolved to the satisfaction of A&C, would have caused A&C to make reference to the subject matter of the disagreements
in connection with their report, and (2) there were no "reportable events" as that term is defined in Item 304(a)(1)(v)
of Regulation S-K.
The audit
report of A&C on our financial statements as of and for the year ended June 30, 2016 did not contain an adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except relevant
to the audit report for the year ended June 30, 2016, which stated as follows:
“The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, these conditions raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements
do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification
of liabilities that might result should the Company be unable to continue as a going concern.”
We have requested that
A&C furnish us with a letter addressed to the Commission stating whether it agrees with the above statements.
On or about February 14,
2017, the Company’s Board of Directors approved the engagement of BF Borgers CPA PC (“Borgers”) as its principal
auditor. During the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted with
the entity of Borgers regarding the application of accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial statements, nor did the entity of Borgers provide
advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue