SecProbe.io

Mail Stop 4628
October 6, 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 12 , 201 7
  CIK No. 0001701261

Dear Ms. Zhang:

We have reviewed your amended 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 unders tand 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 not
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.   Unless we note otherwise, our references to prior comments are to comments in our
June 1, 2017  letter.

Company Overview, page 1

 Please include disclosure on page 1 to the summary section to clarify that the registrant, a 1.
Cayman Islands holding company, does not directly own substantially all of its business
operations in the PRC, and the business you are describing is the business of your
variable interest entities (VIE).

Company Structure, page 2

 We have considered your revisions in response to prior comment 6.  It remains unclear 2.
from your response, however, how the series of contractual arrangements grant you
“effective control” over the Nonguyuan Network or receipt of all of the economic

Yefang Zhang
Farmmi, Inc.
October 6, 2017
Page 2

 benefits.  Please expand here and also in your later disclosure on page 50 to outline the
material provisions of each of these arrangements and describe safeguards, if any, in such
agreements that ser ve to ensure your control over PRC operations.  Please also update
your risk factor disclosure on page 20 regarding these contractual arrangements to
accurately reference your later general discussion of the VIE structure beginning on page
49.

Risk Facto rs, page 10

 We note your response to prior comment 3.  Please include a risk factor to clarify that 3.
you will not have immediate access to the offering proceeds to develop you r business
because such proceeds must be remitted to China pend ing governmental approval.

Raw Materials and Suppliers, page 70

 We note your revisions in response to prior comment 17.  Please supplement your current 4.
disclosure to better differentiate between the services handled internally in contrast to
those provid ed by Jingning Liannong Trading Co. and Qingyuan Nongbang Trading
Company.  For instance, we note that you “process” dried edible fungi at your own
processing plants and, further, may undertake to dehydrate received products again to
ensure uniformity in d ryness.  Explain whether these processes are conducted within
separate facilities or handled autonomously by these two companies, upon instruction of
noncompliance.  We also note from your MD&A disclosure that the allocation of your
total purchases vary si gnificantly year over year between these suppliers.  Please revise to
explain further how you determine the supplier from which to purchase your product.

 Please also file your executed sales agreement with China Forest Products Corp. and 5.
China National Tree Seed Corporation as exhibits to your registration statement.

Related Party Transactions, page 107

 We note your revised disclosure in response to prior comment 23.  Please also file the 6.
executed non -competition agreements as exhibits to you registrations statement or,
alternatively, explain why you do not believe you are required to do so.

Experts, p age 140

 We note your disclosure indicating that Friedman LLP has audited your consolidated 7.
financial statements not only for the 2015 and 2016 fiscal years, but also for the six
month interim periods ended March 31, 2017 and 2016.  However, the audit opin ion on
page F -23 does not extend to the interim periods, and the interim financial statements on
pages F -1 through F -20 are labeled as unaudited.  Please revise as necessary to resolve
this inconsistency.  Additionally, if the interim financial statements have been audited,
please obtain and file an appropriate auditor’s report.

Yefang Zhang
Farmmi, Inc.
October 6, 2017
Page 3

 Financial Statements

Note 6 — Advance to suppliers, page F -14

 We understand from your disclosures under this heading, along with the corresponding 8.
Note 6 on page F -35, and the ac counting policy note on page F -30, that you have certain
obligations under agreements with two key suppliers, and have made advance payments
for products.  Please expand your disclosures to address the following points and submit
the underlying agreements for review.

• Describe the provisions of the agreements that “ensure continuous high quality
supply and favorable purchase prices” as disclosed ; clarify how the purchase
prices are established and adjusted if necessary to ensure these are favorable at the
outset of the advance and until delivery occurs .

• Describe the provisions underlying your statement that pursuant to these
agreements you are “ guaranteed to receive steady supplies ”; explain how the
delivery and harvest intervals correlate with your fiscal  reporting cycle and
payments you are required to make under these agreements.

• Specify the “total purchase amount” and product quantities that will be acquired
pursuant to these agreements, indicate whether certain quantities correlate with
the amounts advanced at any given time, and describe any provisions governing
future adjustmen ts to quantities and prices.

• Explain how the amounts that must be prepaid are determined in the application
of your policy disclosure, stating “the Company is required from time to time to
make cash advances when placing its purchase orders .”

• With regard to your policy disclosure stating that you review the amounts
advanced periodically and make “ general and specific allowances when there is
doubt as to the ability of a supplier to refund an advance or provide supplies ,”
describe the manner by which  you assess this ability and determine whether a
general allowance or a specific allowance is appropriate and necessary.  Also
describe the provisions of the agreements under which a supplier would be
required to refund the amounts advanced.

• Identify an y aspects of your periodic reviews of the amounts advanced which
evaluate recoverability based on the market values of the contracted volumes of
product that will be received in satisfaction of these amounts.

• Please identify the specific authoritative acc ounting literature that you have relied
upon in accounting for these agreements, considering any provisions for quantity
and price guarantees, and recovery of cash advances.  Please also address those
provisions that govern the transfer of ownership to the  product and risk of loss.

Yefang Zhang
Farmmi, Inc.
October 6, 2017
Page 4

• Please file the April 1, 2016 supply agreements between you and Jingning
Liannong Trading Co., Ltd and Qingyuan Nongbang Mus hroom Industry Co., Ltd
as exhibits to comply with Item 601(b)(10)(ii)(B) of Regulation S -K.

Note 14 – Segment Reporting, page F -19

 We note your response to prior comment 25, explaining that your Chief Operating 9.
Decision Maker (CODM) function includes both your CEO and CFO, that the CODMs
“primarily use revenue data” to make resource allocation decisions, and that you do not
have discrete financial information available for each product category.  However, we
also note that you disclose revenues, costs of sales, and gross profits for each product
category on pages 49 -52, and address the stability of gross m argins among product
groups in the accompanying discussion and analysis.  You also claim that your products
have similar economic characteristics in your response.

Given the discrete financial information that you have disclosed, along with your
assessm ents of gross margin and economically similarity, please further clarify the scope
of the financial information that is regularly reviewed by your CODM team in allocating
resources and assessing performance, and explain how this has been considered in
identifying your operating segments.

 We note you have added disclosure in both your interim and annual financial statements 10.
describing “the management approach” you have utilized in identifying your “reportable
operating segments” and explaining that you ha ve only one segment.  Please revise such
disclosures, as appear on pages F -19 and F -41, to differentiate between operating
segments that are identified based on the guidance in ASC 280 -10-50-1 through 50 -9 and
reportable segments that are identified based on the guidance in ASC 280 -10-50-10
through 50 -19, which include the provisions for applying aggregation and quantitative
criteria to the operating segments.

Please identify any  operating segment s that you believe have been properly aggregated in
any one reportable segment , and explain how you have applied the guidance in ASC 280 -
10-50-11in making this determination; it should be clear whether you have just one
operating segment and therefore one reportable segment, or several operating segments
aggreg ated into one reportable segment.

Yefang Zhang
Farmmi, Inc.
October 6, 2017
Page 5

 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 c ontact 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.