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Farmmi, Inc.

No. 307, Tianning Industrial Area

Lishui, Zhejiang Province s
People’s Republic of China s Phone: +86-057-1875555801

November 14, 2017

Loan Lauren P. Nguyen, Legal Branch Chief

Office of Natural Resources

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Farmmi, Inc.

Amendment No. 1 to Draft Registration Statement on Form F-1

Confidentially Submitted September 12, 2017

CIK No. 0001701261

Dear Ms. Nguyen:

In response to the comments set forth in your letter dated October
6, 2017, we are writing to supply additional information and to indicate the changes we have made in the enclosed Registration
Statement on Form F-1 (the “Registration Statement”). Capitalized terms used herein shall have the meanings ascribed
to them in the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of the Registration
Statement compared against Amendment No. 1 to the Draft Registration Statement for your review.

In addition, we have submitted a letter as Exhibit 99.3 to the
Registration Statement to request that the Securities and Exchange Commission waive the requirement of Item 8.A.4 of Form 20-F,
which states that in the case of a company’s initial public offering the Registration Statement on Form F-1 must contain
audited financial statements of a date not older than 12 months from the date of the offering unless a waiver is obtained. As stated
in the letter, we are not required by Cayman Islands law to comply with the 12-month age of financial statements requirement and
the audited financial statement for the year ended September 30, 2017 are not available yet.

Company Overview, page 1

 1. Please include disclosure on page 1 to the summary section to clarify that the registrant, a
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).

We acknowledge the comment and respectfully
advise the Staff that we directly own all of our business operations in the PRC, except for our online mall, which is conducted
through our VIE. We have revised our disclosure to clarify this structure. The revised disclosure can be found on page 1 and reads
as follows:

Our online store Farmmi Liangpin
Mall sells these products and our edible fungi products, and our online mall is operated by our variable interest entity (“VIE”)
Hangzhou Nongyuan Network Technology Co., Ltd.

Please note that we conduct the vast majority
of our business through a traditional equity ownership structure, accounting for approximately 100%, 100%, 94% and 100% of our
revenues for fiscal year 2016, fiscal year 2015, the six months ended March 31, 2017 and the six months ended March 31, 2016. Of
the eight legal entities comprising our consolidated financial statements, seven are directly owned subsidiaries and one is a VIE
which is Hangzhou Nongyuan Network Technology Co., Ltd. (“Nongyuan Network”). To comply with PRC laws and regulations,
we conduct our e-commerce operations in China principally through Nongyuan Network. For fiscal years 2016 and 2015, Nongyuan Network
had no revenues. For the six months ended March 31, 2017 and 2016, the revenues of Nongyuan Network accounted for 6.12% and nil
of our total revenues, respectively.

    Loan Lauren P. Nguyen, Legal Branch Chief
 November 14, 2017
 Page 2

Company Structure, page 2

 2. We have considered your revisions in response to prior comment 6. It remains unclear 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 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 serve 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.

We acknowledge the comment and respectfully
advise the Staff that through our VIE, we only conduct e-commerce business, and we conduct the vast majority of our business through
a traditional equity ownership structure. Nevertheless, we have revised our disclosures to outline the material provisions of each
of the contractual arrangements and describe how such agreements serve to ensure our control over our e-commerce business.

The revised disclosure can be found on
page 3 and reads as follows:

To comply with PRC laws and regulations,
such as the Circular on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services issued
by the MIIT in July 2006, we conduct our e-commerce operations in China principally through Hangzhou Nongyuan Network Technology
Co., Ltd. (“Nongyuan Network”), which we treat as our consolidated affiliated entity in China. Hangzhou Suyuan AgriculturalAgriculture
Technology Co., Ltd. (“Suyuan AgriculturalAgriculture”) has signedententered
into a series of VIE agreements with Nongyuan Network and its sole shareholder Mr. Zhengyu Wang, the husband of Ms.
Yefang Zhang. Pursuant to these agreements, Suyuan Agriculture
has the exclusive rights to provide to Nongyuan Network consulting services
related to business operation and management, Suyuan Agriculture is obligated to absorb all of the loss from Nongyuan Network’s
activities and is entitled to receive all of its residual returns, Nongyuan Network’s sole shareholder irrevocably authorizes
Suyuan Agriculture to exercise voting rights and all other rights
as the shareholder, Suyuan Agriculture can exercise management
control over the activities that most significantly impact the economic performance of Nongyuan Network,
Suyuan Agriculture has an exclusive option to purchase all or part
of the equity interests in Nongyuan Network, and Nongyuan Network’s
shareholder pledged all of his equity interests in Nongyuan Network to Suyuan Agriculture as
collateral to secure performance of all of his obligations under these agreements. See “BUSINESS — Corporate
Information — Hangzhou Nongyuan Network Technology Co., Ltd. (‘Nongyuan Network’).”
for detailed descriptions of each of the VIE agreements we have entered into. These contractual arrangements enable us to
exercise effective control over Nongyuan Network and receive substantially all of the economic benefits from it.

The revised disclosure may also be found
beginning on page 62 and reads as follows:

Mr. Wang, who is the husband
of our CEO and Chair Ms. Yefang Zhang, Suyuan AgriculturalAgriculture and Nongyuan Network have signed
a series of VIE agreements. Foreign investment in Internet companies is currently subject to significant restrictions under PRC
laws and regulations. As a Cayman Islands holding company, we do not qualify to conduct these businesses under PRC regulations.
In addition, foreign investment in the online service industry requires the foreign investor to possess certain qualifications,
which we do not have, and one of our PRC subsidiaries, Suyuan AgriculturalAgriculture, is considered a
foreign invested enterprise by virtue of its ownership by Farmmi Enterprise and Farmmi Technology, both of which are WFOEs. As
a result, Suyuan Agriculture is restricted from holding the licenses that are essential to the operation of our e-commerce business,
such as licenses for operating our website. See “Regulations”. As a result, Suyuan AgriculturalAgriculture
has entered into a series of contractual arrangements with Nongyuan Network and we exercise effective control over the operations
of Nongyuan Network. We conduct our e-commerce operations in China principally through Nongyuan Network, which we treated as our
consolidated affiliated entity in China. The contractual arrangements between Suyuan AgriculturalAgriculture,
Nongyuan Network and Mr. Wang were executedentered into in September 2016. These contractual arrangements
enable us to exercise effective control over Nongyuan Network and receive substantially all of the economic benefits
from it.

    Loan Lauren P. Nguyen, Legal Branch Chief
 November 14, 2017
 Page 3

The following diagram illustrates
the flow of economic benefits from Nongyuan Network to Suyuan Agriculture stipulated under the VIE agreements:

* See Exclusive Management
Consulting and Technology Service Agreement for details.

“——→”
denotes direct legal and beneficial ownership in the equity interest and “– – – →” denotes contractual
relationship.

Exclusive Management Consulting
and Technology Service Agreement. Suyuan AgriculturalAgriculture and Nongyuan Network entered into
an exclusive management consulting and technology service agreement, under which Nongyuan Network agrees to engage Suyuan AgriculturalAgriculture
as its exclusive provider of management consulting, technical support, intellectual property license and relevant services, including
all services within Nongyuan Network’s business scope and decided by Suyuan AgriculturalAgriculture
from time to time as necessary. Suyuan Agriculture is obligated to
absorb all of the loss from Nongyuan Network’s activities and is entitled to receive all of its residual returns.
Nongyuan Network shall pay to Suyuan AgriculturalAgriculture l service fees within three months after each
fiscal year end. The service fees should be 100% of the after-tax profit after the deficit of the prior fiscal year is covered
and the statutory common reserve is extracted. According to Chinese law, when a company distributes its after-tax profits for a
given year, it shall allocate 10% of profits to its statutory common reserve until the aggregate amount of such reserve exceeds
50% of its registered capital. With Suyuan AgriculturalAgriculture’s prior written consent, the percentage
of the service fee may be adjusted based on Nongyuan Network’s operation performance. Suyuan AgriculturalAgriculture
exclusively owns any intellectual property arising from the performance of the exclusive management consulting and technology service
agreement. The exclusive management consulting and technology service agreement will beis effective for
twenty years unless earlier terminated as set forth in the agreement or other written agreements entered into by the parties thereto.
The exclusive management consulting and technology service agreement shall be extended automatically by the expiry thereof, until
Suyuan AgriculturalAgriculture’s business term or Nongyuan Network’s business term expires,
unless otherwise notified by Suyuan AgriculturalAgriculture in writing. During the term of the exclusive
management consulting and technology service agreement, Nongyuan Network may not terminate the agreements except in the case of
Suyuan AgriculturalAgriculture’s gross negligence or fraud, or this agreement or laws provide otherwise.
Suyuan AgriculturalAgriculture may terminate this agreement by 30-day written notice to Nongyuan Network
at any time.

    Loan Lauren P. Nguyen, Legal Branch Chief
 November 14, 2017
 Page 4

On October 20, 2017, based
on the Exclusive Management Consulting and Technology Service Agreement, by issuing an instruction letter, Suyuan Agriculture appointed
Khorgos Farmmi to provide part of the consulting and technology service to Nongyuan Network. By such appointment, we plan to transfer
part of our revenues from Nongyuan Network to Khorgos Farmmi which is entitled to enjoy 5 years’ beneficial tax treatment.
For the beneficial tax treatment, please see “Khorgos Farmmi Enterprise Service Co., Ltd. (‘Khorgos Farmmi’)
in this section.

Proxy Agreement.
Suyuan AgriculturalAgriculture, Mr. Wang and Nongyuan Network signedentered into
a proxy agreement in September 2016. Mr. Wang as the sole shareholder of Nongyuan Network irrevocably authorizes Suyuan AgriculturalAgriculture
to exercise his rights as an equity holder of Nongyuan Network, including the right to attend shareholders meetings, to exercise
voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreement. During
the term of the proxy agreement, Nongyuan Network may not terminate the agreements except when this agreement or applicable PRC
laws provide otherwise.

Power of Attorney.
Pursuant to the relevant Proxy Agreement, Mr. Wang, as the sole shareholder of Nongyuan Network, signedentered
into an irrevocable power of attorney appointing Suyuan AgriculturalAgriculture as the attorney-in-fact
to act on itshis behalf on all matters pertaining to Nongyuan Network and to exercise all of his rights
as the sole shareholder of Nongyuan Network, including the right to attend shareholders meetings, to exercise voting rights and
to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreement. The power of attorney
with Mr. Wang expires when the proxy agreement terminates, Suyuan AgriculturalAgriculture appoints another
person pursuant to the proxy agreement, or Mr. Wang, as appointee of Suyuan AgriculturalAgriculture, dies
or loses his civil capacity.

As
a result of the Proxy Agreement and Power of Attorney, we, through Suyuan Agriculture, are able to exercise management control
over the activities that most significantly impact the operation results of Nongyuan Network.

Exclusive Call Option Agreement.
Suyuan AgriculturalAgriculture, Mr. Wang and Nongyuan Network signed an exclusive call option agreement,
pursuant to which Suyuan AgriculturalAgriculture has an exclusive option to purchase, or to designate other
persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest and assets
in Nongyuan Network from its sole shareholder, Mr. Wang. Without the
prior written consent of Suyuan Agriculture, Nongyuan
Network may not amend its articles of association, increase or decrease
the registered capital, sell or otherwise dispose of its assets or beneficial interests, create or allow any encumbrance on its
assets or other beneficial interests, provide any loans for any third parties, enter into any material contract with a value of
more than RMB 300,000 (US$ 45,617) (except those contracts entered into in the ordinary course of business), merge with or acquire
any other persons or make any investments, or distribute dividends to the shareholders. For potential risks, see “Risk Factors
— Risks Related to Doing Business in China — Our VIE may conduct actions which cause our loss.” Mr. Wang
agrees that, without the prior written consent of Suyuan Agriculture,
he will not dispose of his equity interests in Nongyuan Network or
create or allow any encumbrance on his equity interests.

Equity Pledge Agreement.
Suyuan AgriculturalAgriculture, Mr. Wang and Nongyuan Network signedentered into
an equity pledge agreement, under which Mr. Wang pledged all of theirhis equity interests in Nongyuan Network
to Suyuan AgriculturalAgriculture as collateral to secure performance of all of his obligations under the
applicable exclusive consulting and service agreement, the exclusive call option agreement and the proxy agreement.
If any event of default as provided for therein occurs, Nongyuan Network, as the pledgee, will be entitled to dispose of the pledged
equity interests according to applicable PRC laws. Mr. Wang agrees that, during the term of the equity pledge agreements, he
will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and he also
agrees that Suyuan Agriculture's rights relating to the equity pledge should not be prejudiced by the legal actions of the shareholder,
his successors or designates. During the term of the equity pledge, Suyuan Agricultu