United States securities and exchange commission logo





                               September 3, 2020

       Jimmy Chan
       Chief Executive Officer
       Sugarmade, Inc.
       750 Royal Oaks Drive
       Suite 108
       Monrovia, CA 91016

                                                        Re: Sugarmade, Inc.
                                                            Amendment No. 1 to
Offering Statement on Form 1-A
                                                            Filed August 17,
2020
                                                            File No. 024-11246

       Dear Mr. Chan:

             We have reviewed your amended offering statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your offering statement and the
information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
21, 2020 letter.

       Amendment No. 1 to Offering Statement on Form 1-A filed August 17, 2020

       The Offering, page 2

   1.                                                   We re-issue prior
comment 1. The range that you are permitted to include in the offering
                                                        circular pertains to
the price, not the volume, of securities to be offered, consistent with
                                                        Rule 253(b). Please
revise to consistently state the maximum number of shares of
                                                        common stock you are
offering, rather than a range of shares. Please have counsel revise
                                                        its legality opinion,
as applicable, and file your amended articles reflecting the increase in
                                                        authorized shares as an
exhibit.
 Jimmy Chan
FirstName
Sugarmade,LastNameJimmy  Chan
           Inc.
Comapany 3,
September NameSugarmade,
             2020         Inc.
September
Page 2    3, 2020 Page 2
FirstName LastName
Risks of Government Action... , page 10

2.       We are unable to locate your revisions in response to comment 3.
Please revise or
         advise.
Business, page 27

3.       We note your response to comment 7 and the Item 8.01 Form 8-K you
furnished on July
         22, 2020. We disagree with your analysis. Please revise the Form 8-K
to include
         disclosure that addresses the following:
             Acknowledge that because of your partial ownership interest in
Indigo Dye Group,
              these estimated gross and net revenue amounts will not be
reflected in your financial
              statements for the period ended June 30, 2020, nor will these
amounts accrue to your
              business.
             Explain to readers how the investment in Indigo Dye will be
reflected in your
              financial statements.
             Disclose similar financial statement line item information for
your product supply
              business.
             In doing so, ensure that you disclose additional financial
statement line item
              information, such as costs of revenues and expenses, so as to put
the revenue
              information that you provide in context.
4.       We are unable to locate your revisions, or the supporting
documentation you mention in
         your response letter, in response to prior comment 8. Please revise.
Expansion Into Non-Medical Protective Equipment, page 28

5.       We note your partial response to prior comment 9. Please elaborate
upon your disclosure
         to explain the terms under which you are required to fulfill these
orders, whether you have
         secured a supplier for the remaining orders and the conditions you and
the purchasers will
         need to satisfy before purchase orders will result in revenue to you,
if at all.
Government Regulations, page 30

6.       We are unable to concur with your response to prior comment 10 without
additional
         analysis from you. Please tell us why you believe that Bud Cars is not
directly subject to
         governmental regulation related to cannabis products. This statement
appears to be
         inaccurate given that the use and possession of cannabis is illegal
under federal law,
         pursuant to the Controlled Substances Act of 1970. Please
substantially revise to discuss
         the federal and state laws that regulate the cultivation and sale of
cannabis.
 Jimmy Chan
FirstName
Sugarmade,LastNameJimmy  Chan
           Inc.
Comapany 3,
September NameSugarmade,
             2020         Inc.
September
Page 3    3, 2020 Page 3
FirstName LastName
         Please contact Mara Ransom at 202-551-3264 with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services