Item 4.01 Changes in Registrant's Certifying Accountant.
As described in Items 4.01(a) and (b) below, Sugarmade
Inc., a Delaware corporation ("Registrant"), has replaced BF Borgers CPA as Registrant's independent registered public
accounting firm with L&L CPAS, PA as its new independent registered public accounting firm. As described below, the change
in independent public accounting firms is not the result of any disagreement with BF Borgers CPA.
Item 4.01(a) Previous Independent Accountants
(i) On March 21, 2018, Registrant dismissed its independent
registered public accounting firm, BF Borgers CPA. The Registrant's Board of Directors made the decision to dismiss BF Borgers
CPA and engage L&L CPAS, PA as Registrant's independent registered public accounting firm, as described below. Relative to
Registrant's most recent fiscal year and any subsequent interim period before such dismissal, there were no substantial disagreements
with BF Borgers, CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which, remain unresolved.
(ii) Registrant provided BF Borgers, CPA a copy of the
statements made in response to this Item 4.01 and received a letter addressed to the Securities and Exchange Commission stating
that BF Borgers, CPA agrees with such statements, dated March 23, 2018.
Item 4.01(b) Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers New Independent Accountants
On April 2, 2018, the Registrant engaged L&L CPAS,
PA as Registrant's independent registered public accounting firm. Neither the Registrant, nor anyone on its behalf, has consulted
with L&L CPAS, PA regarding (i) the type of final audit opinion that might be rendered on the Company's financial statements
and neither a written report nor oral advice was provided to the Company that L&L CPAS, PA concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter
that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation S-K.