sgmd_10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K/A
 
(Mark One)
þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the year ended June 30, 2012
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
Commission file number: 000-23446
 
SUGARMADE, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
    
94-3008888
(State or jurisdiction of incorporation or organization)
    
(I.R.S. Employer Identification No.)
 
2280 Lincoln Avenue, Suite 200, San Jose CA
    
95125
(Address and of principal executive offices)
    
(Zip Code)
 
888-747-6233
(Registrant’s telephone number, including area code)
 
 
Securities registered pursuant to Section 12 (b) of the Exchange Act:
 
Common Stock, par value $0.001 per share
(Title of class)
 
Securities registered pursuant to Section 12 (g) of the Exchange Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No þ
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.. Yes þ No o
 
Indicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K or any amendment to this Form 10-K. o
 
Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b(2) of the Exchange Act. (Check one).
 
 Large accelerated filer    o  Accelerated filer     o  Non-accelerated filer    o Smaller reporting company    þ
       
       
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
 
State issuer’s revenues for its most recent fiscal year: $141,750.
 
The aggregate market value of the voting and non-voting common equity on December 31, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter) held by non-affiliates* of the registrant (based on the average bid and asked ($4.25) was approximately $25,073,177. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.
 
At October 10, 2012, there were 10,538,526 shares outstanding of the issuer’s common stock, the only class of common equity.
 
 
 
 
 
 
Explanatory Note

The purpose of this Amendment No. 1 to Sugarmade, Inc. Annual Report on Form 10-K for the year ended June 30, 2012, filed with the Securities and Exchange Commission on October 12, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
 
 
 
 
 
 
 
 
Sugarmade, Inc., a Delaware corporation
  
       
Date; November 8, 2012
By:
/s/ Scott Lantz  
    Scott Lantz  
   
Chief Executive Officer, Chief Financial Officer and Director