☐Preliminary Proxy Statement

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☒Definitive Proxy Statement

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☐ Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12

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☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number of the Form or Schedule and the date of its filing.

SUGARMADE, INC.

167 N. Sunset Avenue750 ROYAL OAKS DRIVE

City of Industry,SUITE 108

MONROVIA, CA 91744

Tel:(888) 982-1628

September 13, 2017

Dear Stockholder:91016

August 31, 2018

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Our Stockholders:

You are cordially invited to attend ajoin the 2018 Special Meeting of Stockholders of Sugarmade, Inc. (the “Special Meeting”) of SUGARMADE, INC. to be held at 750 Royal Oaks Drive, Suite 108, Monrovia, CA 91016, on October 20, 201710, 2018 at 8:8:00 a.m., Pacific Time. For directions to attend the meeting, please call us at 167 N. Sunset Avenue, City1-888-982-1628

This Notice of Industry, CA. OnlySpecial Meeting and Proxy Statement describe the matters proposed by the Board of Directors to be considered and voted upon by our stockholders of record at the close of business on September 13, 2017 are entitled to the notice of, and to vote at the Special Meeting. At the Special Meeting, includingyou will be asked to vote on the following proposals.

1.        To approve an amendment to the Certificate of Incorporation to increase our total authorized capital from 300,000,000 shares to 2,000,000,000 shares, consisting of 1,990,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.

2.        To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies; and

3.        To transact such other business as may properly come before the meeting, or any postponement or adjournment thereof.

Details regarding the business to be conducted are more fully described in the accompanying NoticeYour vote is important. Whether you own relatively few or a large number of Special Meeting and Proxy Statement.

Itshares of our stock, it is important that your shares be represented and voted at the Special Meeting, and you are encouraged to vote your shares as soon as possible.Meeting. If you are unable to attend the meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it to us in the envelope provided. Your vote is important.

We look forward to seeing you at the Special Meeting

Sincerely yours,

/s/ Jimmy Chan
President, Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on October 20, 2017.

SUGARMADE, INC.

167 N. Sunset Avenue

City of Industry, CA 91744

Tel:(888) 982-1628

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 20, 2017

To the Stockholders of SUGARMADE, INC.

AAt this Special Meeting, of Stockholders (the “Special Meeting”) of SUGARMADE, INC., a Nevada corporation (the “Company”), will be held at167 N. Sunset Avenue, City of Industry, CAon Wednesday, October 20, 2017, at 8 a.m. for the following purposes:

Even if you vote your shares prioran amendment to the Special Meeting, you still may attendCompany’s Certificate of Incorporation to increase the Special Meetingauthorized number of shares of Common Stock as the Company believes that the proposed increase in authorized Common Stock is desirable to provide additional flexibility for (i) present and vote your shares in person.

TABLE OF CONTENTS

Page

167 N. Sunset Avenue

City of Industry, CA 91744

Tel:(888) 982-1628

VOTING INFORMATION

Record Date and Quorum Requiredconsultants.

The record date of the Special Meeting is the close of business on September 13, 2017August 23, 2018 (the “Record Date”). You may cast one vote for each share of our common stockCommon Stock that you own as of the Record Date.

A quorum of stockholders must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, in person or by proxy, of stockholders entitled to cast a majority of the votes entitled to be cast as of the Record Date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Broker shares for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on certain proposals (“Broker Non-Votes”) will be treated as shares present for quorum purposes. On the Record Date, there were214,826,834 267,242,435 shares of our common stockCommon Stock outstanding and entitled to vote. Thus,107,413,417 133,621,218 shares of our common stockCommon Stock must be represented by stockholders’ present at the Special Meeting or by proxy to have a quorum.

If a quorum is not present at the Special Meeting, the stockholders who are represented may adjourn the Special Meeting until a quorum is present. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit further solicitation of proxies.

Submitting Voting InstructionsThank you for Shares Held Through a Brokeryour support of our Company.

/s/ Jimmy Chan

Jimmy Chan, President and Chairman of the Board

Monrovia, CA

Dated: August 31, 2018

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

FOR THE SPECIAL MEETING OF STOCKHOLDERS

BE HELD ON OCTOBER 10, 2018

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Sugarmade, Inc. (“we,” “us,” “our” or the “Company”), for use at a Special Meeting of Stockholders (the “Special Meeting”) to be held on October 10, 2018 at 8.00 a.m. (local time) at 750 Royal Oaks Dr., Suite 108, Monrovia, CA 91016 and any adjournments or postponements of the Special Meeting. The Board of Directors, or the “Board,” is soliciting proxies for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders.

Record Date and Share Ownership

Only stockholders of record on our books at the close of business on August 23, 2018 will be entitled to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. As of the close of business on August 23, 2018, we had 267,242,435 shares of Common Stock outstanding. Each share of Common Stock entitles the record holder to one vote on each matter to be voted upon by the holders of Common Stock at the Special Meeting. Copies of the Notice of the Special Meeting of Stockholders, this proxy statement and the enclosed proxy card will be mailed to stockholders of record on or about September 5, 2018.

Voting in Person

If you plan to attend the meeting and vote in person, we will provide you with a ballot upon your arrival. However, if you hold your shares in the name of common stock through a broker, bank or other nominee, you must followbring an account statement or letter from the voting instructionsnominee indicating that you receive from your broker, bank or nominee.were the beneficial owner of shares of Common Stock on August 23, 2018, the record date for voting. If you hold shares of our common stock through a broker, bank or other nominee and you wantplan to vote in person at the Special Meeting,meeting, please bring valid identification. Even if you must obtaincurrently plan to attend the meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting.

Voting by Proxy

Shares represented by a legalproperly executed proxy fromin the record holder of your shares and present it at the meeting. If you do not submit voting instructions to your broker, bank or other nominee, your broker, bank or other nomineeform that accompanies this proxy statement will not be permitted to vote your shares on any proposal consideredvoted at the Special Meeting.

Authorizing a Proxy for Shares Held in Your Name

IfMeeting and, if you are a record holder of shares of our common stock, you may authorize a proxy to voteprovide instructions on your behalf by mail, as described on the enclosed proxy card. Authorizing a proxy will not limit your right to vote in person at the Special Meeting. A properly completed, executed and submitted proxy, will be voted in accordance with your instructions, unless you subsequently revoke the proxy.those instructions. If you authorize ahold shares in your own name, you may vote by proxy without indicatingby marking, dating, signing and mailing the enclosed proxy card in the prepaid envelope provided. If you return your votingproxy to the Company but fail to provide instructions the proxyholderwith your proxy as to how your shares should be voted, your shares will vote your sharesbe voted according to the Board’s recommendations.

Revoking Your Proxy

If you are a stockholderrecommendations of record, you can revoke your proxy byour Board to (1) delivering a written revocation notice priorapprove an amendment to the Articles of Incorporation to increase our total authorized capital from 300,000,000 shares to 2,000,000,000 shares, consisting of 1,990,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock and (2) if required, to approve the adjournment of the Special Meeting, if necessary or appropriate, to our President, Jimmy Chan at167 N. Sunset Avenue, City of Industry, CA 91744; (2) delivering a later-dated proxy that we receive no later than the opening of the polls atsolicit additional proxies.

If other matters come before the Special Meeting; or (3) votingMeeting, the persons named as proxies will vote on such matters in personaccordance with their best judgment. We have not received any notice of other matters that may properly be presented at the Special Meeting. If you hold sharesWe bear the expense of common stock through a broker, banksoliciting proxies. Our directors, officers or employees may also solicit proxies personally or by telephone, email, facsimile or other nominee, you must followmeans of communication. The Company may use the instructions you receive from your nominee in orderservices of other third-parties to revoke your voting instructions. Attendingsolicit proxies for the Special Meeting does(in which case the Company may also compensate such other third-parties for services rendered). We might reimburse banks, brokerage firms and other custodians, nominees and fiduciaries representing beneficial owners of our Common Stock, for their expenses in forwarding soliciting materials to those beneficial owners.

Revoking a Proxy

You may revoke your proxy at any time prior to the start of the Special Meeting by delivering written instructions to our corporate secretary at the address set forth under“Communication with the Board of Directors”below. Attendance at the Special Meeting will not itself be deemed to revoke your proxy unless you also vote in persongive notice at the Special Meeting.Meeting that you intend to revoke your proxy and vote in person. If you are a beneficial owner of shares held in “street name,” you may submit new voting instructions by contacting your broker, bank or other nominee.

Quorum Required

VoteA quorum of stockholders is necessary to hold a valid meeting. A majority of shares entitled to vote generally in the election of directors, present in person or represented by proxy, shall constitute a quorum at the Special Meeting. Shares which abstain from voting on a particular matter and “broker non-votes,” or shares held in “street name” by brokers, banks or other nominees who indicate on their proxies that they do not have discretionary authority to vote such shares on a particular matter, are counted for purposes of determining whether a quorum exists.

Votes Required

Effects and Purpose of the Increase in Authorized Common Stock

INFORMATION REGARDING THIS SOLICITATIONThe additional shares of Common Stock will have the same rights as the presently authorized shares, including the same voting rights, and rights to dividends and other distributions and will be identical in all other respects to our Common Stock now authorized.

OurAs of August 31 2018, the Company had 271,164,004 shares of Common Stock issued and outstanding. Given the Company’s need for additional available authorized shares of Common Stock to meet the Company’s business and financial needs, as well as the Company’s obligations in respect of its outstanding stock options, warrants and convertible securities, the Board of Directors believes that the increase in the number of authorized shares of Common Stock is making this solicitationnecessary and in the Company’s best interests.

We have no shares of our Preferred Stock issued and outstanding.¹

Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the Board of Directors may in the future issue the additional shares of Common Stock authorized by the Certificate of Amendment of Certificate of Incorporation to raise additional capital, to satisfy obligations in respect of its outstanding stock options, warrants and convertible securities, to provide equity incentives to employees, officers or directors or for other purposes.

If the Certificate of Amendment is approved, the Company will bearhave sufficient shares of Common Stock available

(i) to fully perform under a Master Marketing Agreement with BizRight Hydroponic, Inc. (“BizRight”) entered into on December 13, 2017. BizRight is a leading marketer and manufacturer of cannabis and hydroponic growth supplies, which offers a range of hydroponics-related products including: HPS grow lights, electronic ballasts, HPS Bulbs, nutrient mixes, environmental control products, pH measurement and calibration solutions and other cannabis-related grow and storage products. Under the expenseMaster Marketing Agreement, BizRight and its owners will be compensated via a combination of cash and common shares in Sugarmade. At full earn out outlined in said Agreement, the Company may be required to pay to BizRight and its owners a total of four hundred fifty million (450,000,000) shares of Common Stock, and

¹On August 16, 2018, the Company filed with the Delaware Secretary of State a Certificate Of Correction with a Corrected Certificate of Designations, Powers, Preferences And Other Rights Of The Series A Convertible Preferred Stock. It had been determined that the Certificate of Designations, Powers, Preferences and other Rights of Series B Convertible Preferred Stock filed on April 24, 2015 should have been designated Series A Preferred Shares. Except for the correction of the solicitationclass and series of proxiesthe shares of Preferred Stock named therein there were no other substantive inaccuracies or substantive defects corrected. No Preferred Stock are issued and outstanding.

(ii) sufficient shares to compensate directors and officers as equity compensation and, as vested, can become exercisable; and

(iii) sufficient shares to provide for the Special Meeting, includingconversion of the costCompany’s convertible promissory notes and warrants to acquire additional shares, if said notes are converted and not repaid in accordance with the term and conditions thereof.

All of preparing, printing,the shares referred to above will be restricted securities. Restricted securities are securities acquired in an unregistered private sale from the issuer or from an affiliate of such an issuer and mailing this proxy statement,cannot be sold unless registered under the accompanying NoticeSecurities Act of Special Meeting of Stockholders, and the proxy card. If brokers, trustees, or fiduciaries and other institutions or nominees holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies form, such beneficial owners, we will reimburse such persons for their reasonable expenses in so doing. In addition, we will indemnify them against any losses arising out of that firm’s proxy soliciting services on our behalf.1933, as amended, unless there is an exemption from registration available.

In addition to the solicitationpotential issuances listed above, which the Company anticipates may take place if the Certificate of proxies byAmendment is approved, the useCompany also anticipates issuances in ongoing financings in connection with the Company’s expansion of its business. The Company does not currently have specific plans for a significant financing but will need to raise further funding over the course of this year as it has done in preceding years.

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have or be used for an anti-takeover effect, the Certificate of Amendment is not being proposed in response to any effort of which the Company is aware to accumulate shares of our Common Stock or obtain control of the mail, proxies may be solicited in person and/or by telephone or facsimile transmission by directors, officers or employeesCompany.

Our Common Stock is currently registered under the Securities Exchange Act of 1934, as amended, and the Company the Company’s officers are located at 167 N. Sunset Avenue, City of Industry, CA 91744. No additional compensation will be paid to directors, officers or regular employees of the Company for such services.

Stockholders may also provide their voting instructions via email through the Internet. This option requires stockholders to input the Control Number which is located on each proxy card. After inputting this number, stockholders will be prompted to provide their voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their Internet link. Stockholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirming their instructions upon request.

If a stockholder wishes to participate in the Meeting, but does not wish to give a proxy electronically, the stockholder may still submit the proxy card originally sent with this Proxy Statement or attend in person.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A number of brokerages and other institutional holders of record have implemented householding. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify your broker. Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request information about householding of their communications should contact their brokers or other intermediary holder of record. You can notify us by sending a written request to: Jimmy Chan, President, 167 N. Sunset Avenue, City of Industry, CA 91744.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as ofSeptember 13, 2017, the beneficial ownership of each current director, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of the Company’s common stock, and the executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and includes voting or investment power with respect to the securities. Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days ofSeptember 13, 2017, are deemed to be outstanding and beneficially owned by the person holding such options or warrants. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of ownership is based on 214,826,834 shares of the Company’s common stock outstanding as ofSeptember 13, 2017.

Unless otherwise indicated, to our knowledge, each stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder, except to the extent authority is shared by their spouses under applicable law. Unless otherwise indicated, the address of all executive officers and directors is c/o President, 167 N. Sunset Avenue, City of Industry, CA 91744.

The Company’s directors are divided into two groups — interested directors and independent directors. Interested directors are “interested persons” as defined in Section 2(a)(19) of the 1940 Act.

The following table sets forth as September 13, 2017, the dollar range of our securities owned by our directors and executive officers.

PROPOSAL 1: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S AUTHORIZED CAPITAL FROM 300,000,000 TO 1,000,000,000 COMMON SHARES

The Board has adopted, and recommends that stockholders approve an amendment to the Company’s Articles of Incorporation to increase our authorized capital from 300,000,000 common shares to 1,000,000,000 common shares. (the “Increase in Authorized Capital Proposal”).

The Increase in Authorized Capital Proposal

The form of the proposed amendment to the Company’s Articles of Incorporation to affect an increase in Authorized Capital is attached to this Proxy Statement as Appendix A. Under the terms of the Authorized Capital Proposal, the Board will be given the authority to implement the proposed amendment.

Reasons for the Proposal

The purpose of the amendment to our Articles of Incorporation is to reorganize our capital structure, which management believes will better position us to attract financing. There will be no change to the issued and outstanding common shares as a result of the increase in our authorized capital.

Effect of the Increase in Authorized Capital on Holders of Outstanding Common Stock

If implemented, the Increase in Authorized Capital will affect all holders of common stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company. In addition, the Increase in Authorized Capital will not affect any stockholder’s proportionate voting power.

After the effective date of the Increase in Authorized Capital, we will continue to be subject to the periodic reporting and other requirements of the Securities Exchange ActAct. The Certificate of 1934, as amended. The common stockAmendment will continue to be listed onnot affect the OTCBBregistration of the Company’s Common Stock under the symbol “SGMD”.Exchange Act.

No Going Private TransactionAppraisal Rights

The Increase

No stockholder appraisal rights will be applicable in Authorized Capital, if implemented, is not intended to beconnection with the first step in a “going private transaction” within the meaningCertificate of Rule 13e-3Amendment.

Implementation of the Securities Exchange ActCertificate of 1934, as amended.Amendment

Federal Income Tax ConsequencesIf the Certificate of Amendment is approved at the Special Meeting, our Board intends to implement the Certificate of Amendment by filing an amendment to our Certificate of Incorporation with the Secretary of State of the Increase in Authorized CapitalState of Delaware as contemplated by the proposed form of  “Certificate of Amendment” attached hereto as Appendix A.

Whereas the Increase in Authorized Capital has no effect on individual shareholders share positions, there are no material U.S. federal income tax consequences of the Increase in Authorized Capital to holders of common stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE INCREASE IN AUTHORIZED CAPITAL.

Vote Required for Approval

The affirmative vote of holders of a majority of the outstanding shares of our Common Stock entitled to vote at the Special Meeting is required to approve the amendment to our Certificate of Incorporation. If a majority of the outstanding shares of our Common Stock are not voted to approve Proposal No. 1, the increase to the authorized shares of our Common Stock will not take effect at that time.

Recommendation

We recommend that you voteFORapproval of the Amendment to our Certificate of Incorporation to effect the Certificate of Amendment.

PROPOSAL 2:NO 2 - ADJOURNMENT OF THE SPECIAL MEETING

The Company’s stockholders may be asked to consider and act upon one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the other proposals set forth in this proxy statement.

If a quorum is not present at the Special Meeting, the Company’s stockholders may be asked to vote on the proposal to adjourn the Special Meeting to solicit additional proxies. If a quorum is present at the Special Meeting, but there are not sufficient votes at the time of the Special Meeting to approve one or more of the proposals, the Company’s stockholders may also be asked to vote on the proposal to approve the adjournment of the Special Meeting to permit further solicitation of proxies in favor of the other proposals. However, a stockholder vote may be taken on one of the proposals in this proxy statement prior to any such adjournment if there are sufficient votes for approval on such proposal.

If the adjournment proposal is submitted for a vote at the Special Meeting, and if the Company’s stockholders vote to approve the adjournment proposal, the meeting will be adjourned to enable the Board to solicit additional proxies in favor of one or more proposals. If the adjournment proposal is approved, and the Special Meeting is adjourned, the Board will use the additional time to solicit additional proxies in favor of any of the proposals to be presented at the Special Meeting, including the solicitation of proxies from stockholders that have previously voted against the relevant proposal.

The Board believes that, if the number of shares of the Company’s common stockCommon Stock voting in favor of any of the proposals presented at the Special Meeting is insufficient to approve the proposal, it is in the best interests of the Company’s stockholders to enable the Board, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of the proposal. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. The time and place of the adjourned meeting will be announced at the time the adjournment is taken. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting adjourned or postponed.

The Board unanimously recommends a vote “for” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

OTHER BUSINESSSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Board knowsfollowing table presents information regarding the beneficial ownership of no other businessour Common Stock as of August 31, 2018 by (i) each person, or group of affiliated persons, who is known by us to own beneficially more than 5% of any class of our equity securities, (ii) our directors and nominees for director (iii) each of our named executive officers, as defined in Item 402(a)(3) of Regulation S-K; and (iv) our directors and executive officers as a group. The address of the individuals in the following table is c/o Sugarmade, Inc., 750 Royal Oaks Drive, Suite 108, Monrovia, CA 91016.

As of the date of this filing, Jimmy Chan’s holdings represent 5.19% of the Company. He is currently a consultant for LMK Capital LLC. LMK is a California Limited Liability Company, managed under an Operating Agreement wherein management is by all members. The sole Member of LMK consists Amy Thai. Jimmy Chan is the management consultant and may participate, directly or indirectly, in the profits of LMK. He disclaims membership in LMK but he participates in the allocation of net profits, income, gains, net losses and deductions of LMK equal to that of the members pursuant to an agreement with Amy Thai.

Amy Thai and LMK Capital LLC.’s holdings are 9,378,066 and 11,266,667 respectively, as of the date of this filing the aggregated amount represents 7.61% of the Company.

Subsequent to June 30, 2017 and as of the date hereof, Jimmy Chan is owed 5,000,000 shares of common shares, earned for services rendered. Chen Long Tan, the founder of BizRight, with which the Company signed a Master Marketing Agreement on December 13, 2017 is owed 59,138,705 shares of Common Stock, earned pursuant to said Master Marketing Agreement. These shares of Common Stock are both restricted shares and deemed to be presented for action atcontrol shares. Restricted securities are securities acquired in an unregistered private sale from the Special Meeting.issuer or from an affiliate of such an issuer. Control securities are those held by an affiliate of the issuing company. An affiliate is a person such as a director or large shareholder in the relationship of control of or with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If any matters do come before the Special Meetinginvestor buys securities from a controlling person or “affiliate,” he or she takes restricted securities, even if they were not restricted in the affiliate’s hands. All stock acquired by an affiliate in the open market becomes subject to Rule 144 as “control securities.”

Except as indicated herein, we believe, based on which action can properly be taken, it is intendedthe information furnished to us, that the proxies shall votepersons and the entities named in accordancethe table have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws, and/or contractual or other obligations, if any. The table above is based upon the information supplied by our transfer agent, West Coast Transfer, Inc., the Company’s records and from a Schedule 13G filed with the judgmentSecurities and Exchange Commission (the “SEC”). We further believe that LMK Capital LLC, had filed an untimely Schedule 13G. LMK Capital LLC owns 20,644,733 shares of the person or persons exercisingCommon Stock. Notwithstanding the authority conferred byuntimely filing of the proxy at the Special Meeting. The submission of a proposal does not guarantee its inclusionSchedule 13G, all information disclosed therein was disclosed in SEC filings (and appear in the Company’s proxy statement or presentation at the Special Meeting unless certain securities law requirements are met.

SUBMISSION OF STOCKHOLDER PROPOSALS

The Company expects that the Special Meeting of Stockholders will be held on October 20, 2017. A stockholder who intends to present a proposal at that Special Meeting pursuant to the SEC’s Rule 14a-8 must submit the proposal in writing to the Company at its address, and the Company must receive the proposal on or before October 1, 2017, in order for the proposal to be considered for inclusion in the Company’s proxy statement for that meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the meeting.records).

PRIVACY PRINCIPLESWHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s website at http://www.sec.gov. Our Common Stock is listed with the OTC Markets Group, Inc.

OTHER MATTERS

We have not received notice of, and are committed to maintainingnot aware of, any other matters that may properly be presented at the privacy of our stockholders and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.Special Meeting.

Generally,Stockholder Proposals for the 2019 Annual Meeting of Stockholders

We have not yet determined when we do not receive any nonpublic personal informationwill hold the 2019 Annual Meeting of Stockholders, but we anticipate announcing such date when it is determined. With our year ended on June 30^th of each year, we anticipate that the 2019 Annual Meeting of Stockholders will be held in August or September of 2019. Proposals of stockholders intended to be presented at the 2019 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received by us no later than the close of business on March 1, 2019 in order that they may be included in the proxy statement and form of proxy relating to that meeting. Proposals should be addressed to Sugarmade, Inc., Attention: Secretary

In addition, our bylaws require that we be given advance notice of stockholder nominations for election to our Board and of other business that stockholders although certain nonpublic personal informationwish to present for action at an annual meeting of stockholders (other than matters included in our stockholders may become available to us. We do not disclose any nonpublic personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessaryproxy statement in order to service stockholder accounts (for example, to a transfer agent or third-party administrator)accordance with Rule 14a-8).

We restrict accessThe notice for any stockholder proposal must contain certain information set forth in our bylaws. In addition, stockholder proposals made under Rule 14a-8 under the Exchange Act are required to nonpublic personal information about ourcontain certain information. Therefore, we strongly encourage stockholders interested in submitting a proposal to employeescontact legal counsel with regard to the detailed requirements of Princeton Investment Advisors and its affiliates with a legitimate business need for the information. We intend to maintain physical, electronic and procedural safeguards designed to protect the nonpublic personal informationapplicable securities laws. Copies of our stockholders.

By Order ofbylaws can be obtained without charge from our corporate secretary or are available at the Board

September 13, 2017SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.

Submitting a stockholder proposal does not guarantee that we will include it in our proxy statement.

ADDITIONAL INFORMATION

Communication with the Board of Directors

All communications should be in written form and directed to our corporate secretary at the following address: Sugarmade, Inc., 750 Royal Oaks Drive, Suite 108, Monrovia, CA 91016, Attention: Secretary.

THE BOARD HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSES WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXY CARDS.

Dated: August 31, 2018

SUGARMADE, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SPECIAL MEETING OF SHAREHOLDERS – on  OCTOBER 10, 2018 AT 8:00 AM PDT

The undersigned hereby revokes all appointments of proxies previously given and appoints Jimmy Chan and Giovanni Pierce (the "Proxy"), or any substitutes appointed by them, as the undersigned's attorneys and proxies, and authorizes any one or more of them to represent and vote, as directed on the reverse side of this proxy card, all of the outstanding shares of the Common Stock of SUGARMADE, INC. (the "COMPANY") held of record by the undersigned on August 23, 2018, at the Special Meeting of the Company's stockholders (the "Special Meeting") to be held at 750 Royal Oaks Drive, Monrovia, CA 91016 on October 10, 2018 at 8:00 AM PDT, and at any postponements or adjournments of the Special Meeting. I (We) direct that the shares represented by this appointment of proxy be voted as directed on the reverse side. If no voting directions are given on a matter, the Proxies may vote those shares "FOR" in the case of the election of each nominee named in Proposal 1, and "FOR" in the case of Proposal 2. If, before the Special Meeting, any nominee listed in Proposal 1 becomes unable or unwilling to serve as a director for any reason, the Proxies are authorized to vote for a substitute nominee named by the Board of Directors. This appointment of proxy may be revoked by the undersigned at any time before the voting takes place at the Special Meeting by filing with the Company's proxy tabulator, West Coast Stock Transfer, Inc., or the Company's Corporate Secretary, a written instrument revoking it or a duly executed written or Internet appointment of proxy bearing a later date, or by attending the Special Meeting and voting in person.

(CONTINUED AND TO BE MARKED, DATED AND SIGNED ON REVERSE SIDE.)

VOTING INSTRUCTIONS

Read our proxy statement before you vote by proxy. Then, to ensure that your shares are represented at the Special Meeting we ask that you appoint the Proxy to vote your shares for you in one of the following ways.

MAIL:

Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.

INTERNET:

https://www. westcoaststocktransfer.com/proxy-sgmd/ 00CONTROL NUMBER:00

Go to the above Internet website. Have your proxy card in hand when you access the website. Enter your "Control Number" printed above and then follow the instructions provided to appoint the Proxies and give them directions on how to vote your shares. If you appoint the Proxies by Internet, you need not return a proxy card. You will be appointing the Proxies to vote your shares for you on the same terms and with the same authority as if you marked, signed and returned a proxy card. You may appoint the Proxies by Internet only until 11:59 p.m. EDT on October 9, 2018, which is the day before the Special Meeting date.

APPENDIX A

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

SUGARMADE, INC.

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Sugarmade, Inc, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED: that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "VI" so that, as amended, said Article shall be and read as follows:

The total number of shares of stock which the Corporation shall have authorityto issue is 2,000,000,000; 1,990,000,000 shares shall be designated common stock, par $.001 per share and 10,000,000 shares shall be designated as preferred stock, parvalue $.001 per share.

Preferred Stock.

The Board of Directors of the Corporation is vested with the authority to determine and state the designations and preferences, limitations, relative rights and voting rights, if any, of each series by the adoption and filing in accordance with the Delaware General Corporation Law, before the issuance of any shares of such series, of an amendment or amendments to this Certificate of Incorporation determining the terms of such series, which amendment need not be approved by the stockholders or the holders of any class or series of shares except as provided by law. All shares of preferred stock of the same series shall be identical.

No share shall be issued without consideration being exchanged, and it shall thereafter be non-assessable.

The following is a description of each class of stock of the Corporation with the preferences, conversion and other rights, restrictions, voting powers, limitations as to distributions, qualifications, and terms and conditions of redemption of each class:

FIRST: The Common Stock shall have voting rights such that each share of Common Stock duly authorized, issued and outstanding shall entitle its holder to one vote.

SECOND: Notwithstanding any provision of this Certificate of Incorporation to the contrary, the affirmative vote of a majority of all the votes entitled to be cast on the matter shall be sufficient, valid and effective, after due authorization, approval or advice of such action by the Board of Directors, as required by law, to approve and authorize the following acts of the Corporation;

(i) any amendment of this Certificate of Incorporation;

(ii) the merger of the Corporation into another corporation or the merger of one or more other corporations into the Corporation;

(iii) the sale, lease, exchange or other transfer of all, or substantially all, of the property and assets of the Corporation, including its goodwill and franchises;

(iv) the participation by the Corporation in a share exchange {as defined in Delaware General Corporation Law); and

(v) the voluntary or involuntary liquidation, dissolution or winding-up of or the revocation of any such proceedings relating to the Corporation.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 and Section 242 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

WITNESS WHEREOF, said corporation has caused this certificate to be signed this ____ day of ________, 2018.

By: ______________________________

Jimmy Chan

President and Chief Executive Officer