SecProbe.io

Mail Stop 4628
June 1, 2017

Yefang Zhang
Chief Executive Officer
Farmmi, Inc.
No. 307, Tianning Industrial Area
Lishui, Zhejiang Province
People’s Republic of China 323000

Re:  Farmmi, Inc.
Draft Registration Statement on Form F-1
Submitted May 5 , 201 7
  CIK No. 0001701261

Dear Ms. Zhang:

We have reviewed your draft registration 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do no t
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

 Please supplementally provide us with copies of all written communications, as defined 1.
in Rule 405 under the Securities Act, that you,  or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

 Please provide us copies of the relevant portions of market researc h data and other 2.
supporting materials prepared by QYR Food Research Center and the China Edible
Fungus Association .  Please also confirm in your response, if true, that such materials
were not specifically commissioned by the company.

Yefang Zhang
Farmmi, Inc.
June 1, 2017
Page 2

 Prospectus Cover Pag e

 We note your disclosure that you will not be able to use your proceeds in China until you 3.
have completed “certain remittance procedures.”  Please include a cross -reference to your
expanded disclosure on remittance procedures in China on page 33.

Compan y Overview, page 1

 We note your reference to the size of the global mushroom market valuation in 2015.  4.
Please update to reflect a more current date in your next amendment and also clarify, if
true, that this statement is gathered  from data prepared by the QYR Food Research
Center.

 Please expand the prospectus summary to explain the breadth and scope of your products 5.
and services in greater detail.  Please also r evise to clarify , if true,  that you do not  grow
your fungi products.   Additionally, explain your reference to “tra ding activitie s.”

Company Structure, page 2

 Please provide context for your organizational chart by discussing your VIE structure and 6.
the contractual arrangements governing your relationships with the various affiliates
noted  here.  Please also revise your organizational chart to illustrate your ownership
structure upon consummation of this offering, specifically referencing the ordinary shares
to be held by public investors.

Risk Factors

Risks Related to Doing Business in C hina

If the PRC government finds that the agreements that establish the structure for operating our
services in China do not comply with PRC governmental restrictions, page 17

 Please revise to attribute the legal conclusion in the third paragraph to named legal 7.
counsel.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview, page 39

 Please clarify  your disclosure in this section to better explain your  operations in relation 8.
to your product offerings.  In your revised discussion, please distinguish between your
purchase of dried fungi from third party suppliers and your role in the production of these
products.  As an example, we note you r reference to the construction of a fern and fungi
mushroom farm in the Daxing’an Ling Mountains in this section  and your later
representation regarding the processing and packing of “most” of your dried edible fungi ;
however, we note your later reference to arrangement s in place with 37 family farms for

Yefang Zhang
Farmmi, Inc.
June 1, 2017
Page 3

 the supply of dried edible fungi materials  and your discussion of extensive quality control
mechanisms in place for your experienced procurement manager .  Please revise to more
specifically describe how the business oper ates and better explain the constituents of your
products which are sourced primarily from partner farms.

Factors Affecting Our Results of Operations, page 40

Trend Information, page 41

 Please expand your disclosure  to clarify the extent to which the factors and trends that 9.
you list have impacted revenues and costs and quantify the reasonably likely effect or
range of effects these will have on your future results of operations.   Refer to Form F -1
Item 4.a. reference  to the guidance in Form 20 -F Item 5.A and 5.D, Instruction 1 to Item
5, Section III.B.3 and B.4 and endnote 1 of SEC Release No. 33 -8350.

 Please revise to explain the basis for your statements regarding the status of traditional 10.
mushroom farming in vario us geographic regions .  Please also identify the source for all
included data, including the world mushroom production chart and corresponding gr owth
rates located on page 42.

Results of Operations for the Years Ended September 30, 3016 and 2015, page 44

General

 We note that you have attributed the increases in revenues and costs to an increase in 11.
orders received through a collaborative arrangement with China Forest Products Co.,
Ltd.  Please clarify , if applicable , the extent to which other factors materially affe cted
your results of operations, such as new products, mix of products, and prices.   Refer to
Form F -1 Item 4.a. reference to the guidance in Form 20 -F Item 5.A, and Section III.B.1
of SEC Release 33 -8350.

Income Tax Expenses, page 45

 We note your discl osure indicating that the decrease in your income tax expense for fiscal 12.
year 2016 was due to local preferential income tax policies.   Please disclose the date your
preferential tax status will terminate and the aggregate amount of your tax holiday if this
extends beyond 2016.   Refer to Staff Accounting Bulletin Topic 11:C.

Liquidity and Capital Resources, page 45

 We note that your discussion and analysis of working capital and cash flows references 13.
various changes that are evident from the financial stat ements.   Please also discuss the
primary drivers and material factors impacting your liquidity and capital resources.   Refer
to Form 20 -F Item 5.B and Section IV.B of SEC Release 33 -8350.

Yefang Zhang
Farmmi, Inc.
June 1, 2017
Page 4

 Business

Overview, page 47

 We note your later reference to “evidence of arrangement” for purposes of recognizing 14.
revenues.  Please supplement your disclosure here to provide more detail about the
material terms of your agreements or purchase orders s o that investors can understand the
typical arrangements used to generate  revenues .

Exclusive Management Consulting and Technology Service Agreement, page 51

 Please revise to further explain the associated fees under this arrangement whi ch is 15.
calculated to be “100% of the after -tax profit after the deficit of the prior fiscal year.”
We also refer to your description of the service fee in Exhibit 10.4 .  As appropriate,
include a risk factor to disclose that Mr. Zhengyu Wang, one of your d irectors, is
affiliated with both entities.

Our Industry, page 53

 Please provide independent third party support for the following and any other similar 16.
statements you make in your prospectus regarding the industry:
 Lishui  has cultivated edible fungi for almost 1,000 years and contributes 50% of the
volume of the Zhejang Province.
 Utilization/advantages of synthetic logs instead of natural logs in fungi cultivation.
 Health benefits stemming  from increased consumption of mu er and shiitake
mushrooms.
Raw Materials and Suppliers, page 59

 Please expand your disclosure to  describe your arrangements with various farms and 17.
suppliers in the production of your fungi.  We note that, in describing your products, you
indicate tha t you process and pack “most” of your dried edible fungi.  Please approximate
the amount of such packing that takes place within your own facilities.  Also, it appears
that your business may be substantially dependent on t hese arrangements.  Please file
these agreements, including agreements with Jingning Liamong Trading Co. and
Qingyuan Nongbang Trading Co., as exhibits to the registration statement or,
alternatively, explain to us why you are not required to do so under Item 8 to Form F -1
and Item 60 1(b)(10) of Regulation S -K.

 Please revise to discuss your distribution/customer agreements and file such agreements, 18.
including your agreement with China National Forest Products Co.  Please also revise to
discuss all other material arrangements, su ch as your cooperation arrangement with Rhee
Bros in support of its edible fungi product sales.

Yefang Zhang
Farmmi, Inc.
June 1, 2017
Page 5

  We note that you have executed purchase agreements for other consumables beyond 19.
edible fungi.  Please revise in this section to also discuss these arran gements, if material.

Our Quality Control, page 62

 We note that you identify several processes in this section pertaining to the review of 20.
your product offerings.  Revise here and under the Examination of Family Farms
subheading, as applicable, to clarif y whether your supplier farms are responsible for
complying with the quality standards.  As applicable, please update the related risk factor
on page 9.

Traceability System, page 63

 Please clarify whether your reference to “vendors” in this section relates to third -party 21.
family farms or other unspecified intermediaries.

Management, page 83

 Disclosure elsewhere in your filing describes Mr. Zhengyu Wang’s positions with other 22.
organizations such as Suyuan Agriculture and Nongyuan Network in the prior five years.
Please revise to disclose such positions here.

Related Party Transactions, page 90

 We note your disclosure in the risk factors section regarding potential conflicts of interest 23.
that could arise from the business interests of your named execu tive officers  outside of
the company.  Please supplement your current disclosure in this section and elsewhere to
summarize such other business activities that will compete directly with your business
operations.

Principal Shareholders, page 92

 Please supplement your disclosure in footnote 2 to clarify, if true, that Mr. Wang holds 24.
voting and investment power over the shares held by FarmNet Limited.    Please also
explain how the shares were acquired and update your disclosure, as applicable, in the
Recent Sales of Unregistered Securities section to provide the information required by
Item 7 to Form F -1 and Item 701 of Regulation S -K.

Financial Statements

General

 Please submit for review an analysis of your operating segments, based on the defi nition 25.
in FASB ASC paragraph 280 -10-50-1, and of your reportable segments, based on the
definition in ASC paragraph 280 -10-50-10, and if applicable, indicate how you have

Yefang Zhang
Farmmi, Inc.
June 1, 2017
Page 6

 applied the aggregation criteria in ASC paragraph 280 -10-50-11.

 We note you disclo se on page 56 that you mainly produce and sell the following four 26.
categories of agricultural products:   shiitake mushrooms, wood ear mushrooms, other
edible fungi, and other agricultural products.   Please clarify the extent to which you
consider these to b e similar products and disclose, for each period presented, revenues for
each group of similar products to comply with ASC 280 -10-50-40.

Note 1 – Organization and Nature of Business, page F -7

 We note your disclosure of the reasons you consolidate, as a variable interest entity 27.
(VIE), Nongyuan Network.   Please indicate the significance of the VIE, as may be
apparent with a description of recognized and unrecognized revenue -producing assets
held by the VIE, such as licenses, trademarks, other intellectual property, facilities or
assembled workforce.   Additionally, for each period presented, disclose  quantitative
information of the VIE including carrying amounts and classification of the VIE’s asse ts
and liabilities, revenue and net income, operating, investing and financing cash
flows.   Material related party transactions of the VIE should be presented
separately.  Refer to paragraphs 5A.d., 2AA.d., and 3.bb of ASC 810 -10-50.

You may contact Lily Dang, Staff Accountant, at (202 ) 551 -3867 or Karl Hiller,
Accounting Branch Chief, at (202) 551 -3686 if you have questions regarding comments on the
financial statements and related matters.   Please contact Jerard Gibson, Staff Attorney, at (202)
551-3473 or, in his absence, me at (202) 551 -3642 with any other questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources

cc: Anthony W. Basch, Esq.
Xiaoqin Li, Esq.
Kaufman & Canoles, P.C.