Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April 22, 2019, the Board
of Directors of Sugarmade Inc., a Delaware corporation (the “Company”) accepted the resignation of Chenlong Tan as
a Director of the Company. The Board of Directors declares there were no disputes with Mr. Tan that resulted in his resignation.
On April 22, 2019,
the Board of Director of the Company accepted the appointment of Mr. Christopher H. Dieterich as a Director of the Company. The
Board has determined Mr. Deiterich shall be considered an Independent Director in accordance with requirements for independent
directors set forth by major stock exchanges and regulators. Mr. Dieterich is not a participant in any related party transaction
required to be reported pursuant to Item 404(a) of Regulation S-K.
Mr. Dieterich
is qualified to serve as a Director by way his extensive legal and business experience. He graduated from Virginia Polytechnic
Institute in 1969 (BS Engineering), University of California at Berkeley 1970 (MS Engineering) on full scholarship by Ford Foundation;
and the University of California at Los Angeles in 1979 (JD Law/MS Economics), pursuant to grant from Olin Foundation. He operates
a law firm that specializes in Securities and Exchange Commission filings and venture capital arrangements, and currently represents
15 reporting public entities. The firm has participated in capital raises for over 50 clients, and hundreds of millions of dollars
for those clients. The Board believes Mr. Dieterich will added significant value to not only corporate governance, but also to
operational and capital acquisition efficiency.
FORWARD-LOOKING STATEMENTS:
This filing contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents
issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking
statements are intended to provide management's current expectations or plans for our future operating and financial performance,
based on assumptions currently believed to be valid. They can be identified by the use of words such as "anticipate,"
"intend," "plan," "goal," "seek," "believe," "project," "estimate,"
"expect," "strategy," "future," "likely," "may," "should," "would,"
"could," "will" and other words of similar meaning in connection with a discussion of future operating or financial
performance. Examples of forward looking statements include, among others, statements relating to future sales, earnings, cash
flows, results of operations, uses of cash and other measures of financial performance. At this time there are no assurances the
Company’s acquisition efforts will be successful.