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