UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 11, 2014
Date of Report
(Date of earliest
event reported)
SUGARMADE, INC.
(Exact name of Registrant as specified in its
Charter)
| Delaware | |
000-23446 | |
94-300888 |
| (State or Other Jurisdiction of Incorporation) | |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
| 167 N. Sunset Ave. City of Industry, CA. 91744 |
|
| (Address of Principal Executive
Offices) |
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| (888) 982-1628 |
| (Registrant’s Telephone Number, including
area code) |
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| 2269 Chestnut Street, Suite 925, San Francisco, CA 94123 |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Changes in Registrant's Certifying Accountant
Item 4.01 Changes in Registrant's Certifying Accountant.
(1) Previous Independent Registered
Public Accounting Firm
| (i) | | On November 11, 2014, Sugarmade, Inc. (the “Company”) dismissed its independent
registered public accounting firm, Anton & Chia, LLC (“Anton”). |
| (ii) | | The reports of Anton on the financial statements of the Company as of June 30, 2013
and 2012, and the related statements of operations, comprehensive loss, changes in stockholders’ deficiency, and cash flows
for the two years then ended June 30, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern. |
| (iii) | | The decision to change independent registered public accounting firm was recommended
and approved by the Board of Directors of the Company. |
| (iv) | | During the Company’s two fiscal years ended June 30, 2013 and 2012 and any subsequent
interim periods through November 11, 2014, the date of dismissal, (a) there were no disagreements with Anton on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Anton, would have caused it to make reference thereto in its reports on the financial statements
for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K. |
| (v) | | On November 11, 2014 the Company provided Anton with a copy of this Current Report
and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether
it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K. |
(2) New Independent Registered Public
Accounting Firm
On November 11, 2014, the Board of Directors of the Company
engaged MJF & Associates, APC (“MJF”) as its new independent registered public accounting firm. During the two
fiscal years ended June 30, 2013 and 2012 and any subsequent interim periods through November 11, 2014, the date of engagement
of MJF, neither the Company, nor someone on its behalf, has consulted MJF regarding:
| (i) | | either: the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements,
and either a written report was provided to the Company or oral advice was provided that the new independent registered public
accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or |
| (ii) | | any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv)
of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. |
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (a) | | Financial Statements of Businesses Acquired: None |
| (b) | | Pro-Forma Financial Statements: None |
Exhibit No.
| 16.1 | | Letter from Anton & Chia LLC addressed to the U.S. Securities and Exchange Commission |
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SUGARMADE, INC.
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| Date: November 11, 2014 |
By: |
/s/ Jimmy Chan |
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Name: Jimmy Chan |
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Title: Chief Executive Officer |
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