SecProbe.io

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 fami_corresp.htm FARMMI, INC. Fl 1, Building No. 1, 888 Tianning Street, Liandu District Lishui, Zhejiang Province People’s Republic of China 323000 September 17, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Farmmi, Inc. (CIK 0001701261) Registration Statement on Form F-3 File No. 333-290193 Request for Acceleration of Effective Date Dear Sir or Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Farmmi, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on September 19, 2025, or as soon as practicable thereafter. The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Anthony W. Basch of Kaufman & Canoles, P.C. at (804) 771.5725 and that such effectiveness also be confirmed in writing. Very truly yours, FARMMI, INC. By: /s/ Yefang Zhang Yefang Zhang Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 5, 2025

Yefang Zhang
Chief Executive Officer
Farmmi, Inc.
Fl 1, Building No. 1, 888 Tianning Street, Liandu District
Lishui, Zhejiang Province
People s Republic of China 323000

 Re: Farmmi, Inc.
 Draft Registration Statement on Form F-3
 Submitted September 3, 2025
 CIK No. 0001701261
Dear Yefang Zhang:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Anthony W. Basch
</TEXT>
</DOCUMENT>

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fami_corresp.htm

 Farmmi, Inc.

 Fl 1, Building No. 1, 888 Tianning Street, Liandu District

 Lishui, Zhejiang Province

 People’s Republic of China 323000

 November 4, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street NE

 Washington, D.C. 20549

     Re:

   Farmmi, Inc.

 Registration Statement on Form F-3

 File No. 333-282875

 Filed October 29, 2024

 Dear Mr. Dias:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Farmmi, Inc. hereby requests the United States Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on November 6, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

 Please feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Anthony W. Basch of Kaufman & Canoles, P.C.

   Very truly yours,

   /s/ Yefang Zhang

   Yefang Zhang

 Chief Executive Officer

November 1, 2024
Yefang Zhang
Chief Executive Officer
Farmmi, Inc.
Fl 1, Building No. 1, 888 Tianning Street, Liandu District
Lishui, Zhejiang Province
People’s Republic of China, 323000
Re:Farmmi, Inc.
Registration Statement on Form F-3
Filed October 29, 2024
File No. 333-282875
Dear Yefang Zhang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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fami_corresp.htm

 Farmmi, Inc.

 Fl 1, Building No. 1, 888 Tianning Street, Liandu District

 Lishui, Zhejiang Province

 People’s Republic of China 323000

 June 25, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street NE

 Washington, D.C. 20549

       Re:

  Farmmi, Inc.

  Registration Statement on Form F-3

  File No. 333-280348

  Filed June 18, 2024

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Farmmi, Inc. hereby requests the United States Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on June 27, 2024, at 4:05 p.m. Eastern Time, or as soon thereafter as practicable.

 Please feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Anthony W. Basch of Kaufman & Canoles, P.C.

   Very truly yours,

   /s/ Yefang Zhang

   Yefang Zhang

 Chief Executive Officer

United States securities and exchange commission logo
June 24, 2024
Yefang Zhang
Chief Executive Officer
Farmmi, Inc.
Fl 1, Building No. 1, 888 Tianning Street, Liandu District
Lishui, Zhenjiang Province
People's Republic of China 323000
Re:Farmmi, Inc.
Registration Statement on Form F-3
Filed on June 18, 2024
File No. 333-280348
Dear Yefang Zhang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Anthony Basch

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April 26, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Farmmi, Inc. (CIK: 0001701261)

    Registration Statement No. 333-255387 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:05 p.m. Eastern Time, April 28, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:  Robert Eide

    Title:   Co-head of Investment Banking

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April 27, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street NE

Washington, D.C. 20549

    Re:
    Farmmi, Inc.

    Registration Statement on Form F-1

    File No. 333-255387

    Filed April 20, 2021

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Farmmi, Inc. (the
 “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take
appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Wednesday, April 28, 2021, at 4:05 p.m. Eastern Time, or as soon thereafter as practicable. Once the
Registration Statement has been declared effective, please confirm orally that event with our counsel, Kaufman & Canoles, P.C., by
calling Anthony W. Basch at 804-771-5700.

    Very truly yours,

    /s/ Yefang Zhang

    Yefang Zhang

Chief Executive Officer

CORRESP
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April 26, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Farmmi, Inc. (CIK: 0001701261)

    Registration Statement No. 333-255387 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:15 p.m. Eastern Time, April 28, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:
    Robert Eide

    Title:
     Co-head of Investment Banking

CORRESP
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Farmmi, Inc.

Fl 1, Building No.
1, 888 Tianning Street, Liandu District

Lishui, Zhejiang
Province

People’s Republic
of China 323000

April 26, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street NE

Washington, D.C. 20549

    Re:
    Farmmi, Inc.

    Registration Statement on Form F-1

    File No. 333-255387

    Filed April 20, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Farmmi, Inc. (the “Registrant”) hereby requests
that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective
date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Wednesday,
April 28, 2021, at 4:15 p.m. Eastern Time, or as soon thereafter as practicable. Once the Registration Statement has been declared effective,
please confirm orally that event with our counsel, Kaufman & Canoles, P.C., by calling Anthony W. Basch at 804-771-5700.

    Very truly yours,

    /s/ Yefang Zhang

    Yefang Zhang

    Chief Executive Officer

United States securities and exchange commission logo
April 23, 2021
Zhou Jun
Chief Financial Officer
Farmmi, Inc.
Fl 1, Building No. 1
888 Tianning Street
Liandu District
Lishui, Zhejiang Province People’s Republic of China 323000
Re:Farmmi, Inc.
Form F-1
Filed April 20, 2021
File No. 333-255387
Dear Mr. Jun:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Heather Clark with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Farmmi, Inc.

Fl 1, Building No. 1, 888 Tianning Street, Liandu
District

Lishui, Zhejiang Province

People’s Republic of China 323000

April 14, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street NE

Washington, D.C. 20549

 Re:

Farmmi, Inc.

Registration Statement on Form F-3

File No. 333-254397

Filed March 17, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), Farmmi, Inc. (the “Registrant”) hereby requests that the United
States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the
above-referenced registration statement (the “Registration Statement”) so as to become effective on Friday, April 16, 2021,
at 9:00 a.m. Eastern Time, or as soon thereafter as practicable.

The Registrant understands that the Commission
will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the
Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
resale of the securities specified in the Registration Statement by the selling stockholders named therein.

    Very truly yours,

    /s/ Yefang Zhang

    Yefang Zhang

Chief Executive Officer

United States securities and exchange commission logo
March 22, 2021
Zhou Jun
Chief Financial Officer
Farmmi, Inc.
Fl 1, Building No. 1
888 Tianning Street
Liandu District
Lishui, Zhejiang Province People’s Republic of China 323000
Re:Farmmi, Inc.
Form F-3
Filed March 17, 2021
File No. 333-254397
Dear Mr. Jun:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Farmmi, Inc.

Fl 1, Building No. 1, 888 Tianning Street,
Liandu District

Lishui, Zhejiang Province

People’s Republic of China 323000

March 12, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street NE

Washington, D.C. 20549

 Re: Farmmi, Inc.

Registration Statement
on Form F-3

File No. 333-254036

Filed March 9, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), Farmmi, Inc. (the “Registrant”) hereby requests that
the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective
date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Tuesday,
March 16, 2021, at 9:00 a.m. Eastern Time, or as soon thereafter as practicable.

The Registrant understands that the Commission
will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that
the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate
to the proposed resale of the securities specified in the Registration Statement by the selling stockholders named therein.

    Very truly yours,

    /s/ Yefang Zhang

    Yefang Zhang

Chief Executive Officer

United States securities and exchange commission logo
March 11, 2021
Zhou Jun
Chief Financial Officer
Farmmi, Inc.
Fl 1, Building No. 1
888 Tianning Street
Liandu District
Lishui, Zhejiang Province People’s Republic of China 323000
Re:Farmmi, Inc.
Form F-3
Filed March 9, 2021
File No. 333-254036
Dear Mr. Jun:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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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

February 8, 2019

VIA EDGAR

PJ Hamidi

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Farmmi, Inc.

Registration Statement
on Form F-1

File No. 333-228677

Dear Mr. Hamidi:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Farmmi, Inc. hereby requests the Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement on Form F-1 to become effective on February 12, 2019,
at 11:00 AM Eastern Time, or as soon thereafter as is practicable.

Please feel free to direct any questions
or comments concerning this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Yefang Zhang

    Yefang Zhang

CORRESP
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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

February 4, 2019

PJ Hamidi

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Farmmi, Inc.

Registration Statement
on Form F-1

Filed December 4,
2018

File No. 333-228677

Dear Mr. Hamidi:

In response to your oral comments on January 29, 2019, we are
writing to supply additional information and to indicate the changes we have made in the enclosed Amendment 1 to the Registration
Statement on Form F-1 ( “Amendment 1”). Capitalized terms used herein shall have the meanings ascribed to them in the
Registration Statement unless otherwise defined herein.

 1. Please file updated financial statements.

As requested, we have updated the financial
statements to include financial information for the years ended September 30, 2018, 2017 and 2016. We have likewise updated the
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 2. Please file an executed legal opinion as Exhibit 5.1.

We have filed an executed legal opinion
of Cayman Islands counsel as Exhibit 5.1.

Thank you in advance for your assistance
in reviewing this response and Amendment 1. Should you have any questions with respect to the above responses, please contact me
or our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Yefang Zhang

    Yefang Zhang

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February 15, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Farmmi, Inc.

Registration Statement
on Form F-1

File No. 333-221569

Ladies and Gentlemen:

In accordance with
the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter, hereby
join in the request of Farmmi, Inc. that the effective time of the above-referenced Registration Statement be accelerated so that
it will be declared effective at 10:30 AM (Eastern Standard Time) on Friday, February 16, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460
under the Securities Act, please be advised that during the period from February 5, 2018 to the date of this letter, the preliminary
prospectus, dated February 5, 2018, in connection with the Registration Statement was distributed approximately as follows:

    Copies to underwriter:
      25

    Copies to prospective dealers:
      75

    Copies to prospective institutional investors:
      0

    Copies to prospective retail investors and others:
      400

    Total:
      500

We, the undersigned,
confirm that we have complied and will continue to comply with the requirements of Rule 15c2-8 promulgated under of the Securities
Exchange Act of 1934, as amended, in connection with the above-referenced issue.

    Sincerely,

    ViewTrade Securities, Inc.

    By:
    /s/ Doug K. Aguililla

    Name:
    Doug K. Aguililla

    Title:
    Director, Investment Banking

Members FINRA & SIPC

7280 West Palmetto Park Road, #105, Boca
Raton, FL 33433phone (561) 630-0306 * fax (561)338-6206

Boca Raton* Jersey City, NJ * Eureka Springs,
AK

CORRESP
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February 14, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Farmmi, Inc.

Registration Statement
on Form F-1

File No. 333-221569

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, the undersigned, as the underwriter of the proposed issuer, hereby joins the request of Farmmi,
Inc. that the effective date of the above-referenced Registration Statement on Form F-1 be declared effective at 10:30 AM (Eastern
Standard Time) on Friday, February 16, 2018, or as soon as practicable thereafter.

    Sincerely,

    ViewTrade Securities, Inc.

    By:
    /s/ Doug K. Aguililla

    Name:
    Doug K. Aguililla

    Title:
    Director, Investment Banking

Members FINRA & SIPC

7280 West Palmetto Park Road, #105, Boca
Raton, FL 33433phone (561) 630-0306 * fax (561)338-6206

Boca Raton* Jersey City, NJ * Eureka Springs,
AK

CORRESP
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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

February 14, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Farmmi, Inc.

Registration Statement
on Form F-1

File No. 333-221569

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 10:30 AM (Eastern Standard Time) on Friday, February 16, 2018,
or as soon thereafter as is practicable.

The Company hereby acknowledges that:

    •
    should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    •
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

Farmmi,
Inc.

By: /s/
Yefang Zhang

Yefang Zhang

Chief Executive
Officer

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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

January 9, 2018

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.

Pre-effective Amendment
1 to Registration Statement on Form F-1

Filed December 5,
2017

File No. 333-221569

Dear Ms. Nguyen:

In response to your oral comments on December 22, 2017, we are
writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment 2 to
the Registration Statement on Form F-1 (the “Amendment 2”). 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 Amendment 2
compared against the Amendment 1 to the Registration Statement filed on December 5, 2017 for your review. In addition to the revisions to address the below questions, the primary change in the Amendment 2 is the update of financial
statements and related disclosures to include the years ended September 30, 2017 and 2016.

Company Overview, page 1

 1. We note your revisions in response to comment 1. More specifically, your statement in the last
paragraph on page 2 that PRC laws permit foreign-owned entities to conduct third-party e-commerce business directly. Please supplement
your disclosure in this section which is the Company Overview on page 1, as well as on page 95 to attribute to PRC counsel this
assertion that your operations do not contravene PRC law which constitutes a legal conclusion.

We acknowledge the comment and have revised
the referenced disclosures to state that statements in question represent the opinion of our PRC counsel. The revised disclosure
in this section can be found on page 2 and reads as follows:

Based on the advice of our PRC
legal counsel, Deheng Law Offices, PRC laws and regulations allow foreign-owned entities to conduct such business directly,
rather than through contractual VIE agreements.

Loan Lauren P. Nguyen, Legal Branch Chief

January 9, 2018

Page 2

The new disclosure on page 90 reads as
follows:

The vast majority of our business
is processing and/or selling agricultural products, as well as selling our products on third-party e-commerce websites. Based on
the advice of our PRC legal counsel, Deheng Law Offices, PRC laws and regulations allow foreign-owned entities to conduct such
business directly, rather than through contractual VIE agreements.

Corporate Structure, page 59

Khorgos Farmmi Enterprise Service
Co., Ltd., page 60

 2. We note your revisions in this section and your response to  prior comment 3. Please
                                                                 similarly revise your disclosure on page 63 to specifically reference counsel’s conclusion that your subsidiary
                                                                 Khorgos                                                                  Farmmi satisfies the tax exemption available to
                                                                 certain software and IT technology development companies within Khorgos
                                                                 special economic development zone.

We acknowledge the comment and have revised
the referenced disclosures to state that statements in question represent the opinion of our PRC counsel. The revised disclosure
can be found on page 60 and reads as follows:

Based on the advice of our
PRC legal counsel, Deheng Law Offices, Khorgos Farmmi satisfies the conditions of thesuch tax exemption.

 3. We want to make sure that any subsequent amendments you revise include updated disclosures for your capitalization, dilution and post-offering ownership tables.

We have revised the capitalization, dilution
and post-offering ownership tables on pages 40 and 41 to reflect the effects of offering 1,250,000 shares at the assumed offering
price of $5.00 per share, the mid-point of the bona fide offering price range.

Finally, as mentioned in the staff’s
message, we confirm that we will continue to provide updates about the status of FINRA’s and Nasdaq’s reviews of the
offering.

Thank you in advance for your assistance
in reviewing this response and the Amendment 2. Should you have any questions with respect to the above responses, please contact
me or our U.S. legal counsel, Anthony W. Basch.

Sincerely,

/s/ Yefang Zhang

Yefang Zhang

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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

December 4, 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.

Registration Statement
on Form F-1

Filed November 15,
2017

File No. 333-221569

Dear Ms. Nguyen:

In response to the comments set forth in your letter dated November
27, 2017, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective
Amendment 1 to the Registration Statement on Form F-1 (the “Amendment 1”). 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 Amendment 1 compared against the Registration Statement filed on November 15, 2017 for your review.

Company Overview, page 1

 1. We have considered your response to comment 1. Please provide enhanced disclosure to better explain
what you mean by stating that you conduct your business through a “traditional ownership structure.” In your revised
disclosure, please differentiate between revenues generated through your “online store,” your “online mall,”
and those derived from direct retail. Please also explain how the status of your subsidiaries as wholly foreign-owned entities
permits the company to conduct business operations through a “traditional ownership structure.”

We acknowledge the comment and respectfully
advise the Staff that:

(1) We conduct the vast majority of our business
through a traditional equity ownership structure, which is a parent-subsidiary structure.

(2) “Online mall” in the Registration
Statement meant Farmmi Liangpin Mall which is one of our four online stores. The term “Mall” is a translation issue.
We do not own any online mall. We have revised every “Farmmi Liangping Mall” to “Farmmi Liangpin Market”
to clarify that Farmmi Liangpin is Farmmi’s proprietary online store platform and not a multi-store mall. The revenues generated
through our online stores equal our revenues derived from direct retail, because all of our online sales are direct retail to consumers,
and all of our offline sales are wholesale to distributors.

Loan Lauren P. Nguyen, Legal Branch Chief

December 4, 2017

Page 2

(3) The vast majority of our business is processing
and/or selling agricultural products, as well as selling our products on third-party e-commerce websites. PRC laws and regulations
allow foreign-owned entities to conduct such business directly, rather than through contractual VIE agreements. Our VIE generated
less than 7% of our revenues for the six months ended March 31, 2017 and did not generate any revenue before then. Our VIE operates
only where we are not permitted to own the operating company by PRC laws.

We have expanded our disclosure to address
the comment and the revised disclosure can be found on page 1 and reads as follows:

Company
Overview

We process and/or sell four categories of agricultural
products: Shiitake mushrooms, Mu Er mushrooms, other edible fungi, and other agricultural products. Shiitake mushrooms and Mu Er
mushrooms are our major products. We do not grow fungi, but instead purchase mushrooms from third parties, clean, process and package
such products for sale. The production volume of the global mushroom market was 48,040,000 tons in 2016. We sell substantially
all of our products to domestic distributors in China, which then sell in China and internationally. We estimate approximately
90% of our products are sold in China and the remaining 10% are resold internationally, including USA, Japan, Canada, Europe and
the Middle East, through distributors. In addition to our edible fungi products, since January 2017, we have also begun to generate
on average approximately 1% of revenues from our trading activities. These trading activities are purchasing other agricultural
products, such as tea, produced by third-party manufacturers, and selling these products in one of our online stores,
Farmmi Liangpin MallMarket (www.farmmi.com/www.farmmi88.com). 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.

Loan Lauren P. Nguyen, Legal Branch Chief

December 4, 2017

Page 3

We operate four online stores as below:

    Online Store

    Way of Operation

    Owner

    Products Sold

    Established on

    1

    Farmmi Liangpin Market (www.farmmi.com/www.farmmi88.com)

    Use our own website as the platform to sell the products

    Hangzhou Nongyuan Network Technology Co., Ltd.

    Edible fungi products and other agricultural products

    August 2016

    2

    Taobao Store (https://shop435957171.taobao.com/?spm=a230r.7195193.

997079397.2.nUrfeg)

    Through an individual, sell our products on Taobao.com, a third-party website

    Zhejiang Forest Food Co., Ltd.

    Edible fungi products

    August 2016

    3

    Jingdong Store (http://fulaisen.jd.com/)

    Sell our products on JD.com or Jingdong Mall, a third-party website

    Zhejiang Forest Food Co., Ltd.

    Edible fungi products

    October 2016

    4

    Tmall store (https://nongmiliangpin.tmall.com)

    Sell our products on Tmall.com, a third-party website

    Zhejiang Forest Food Co., Ltd.

    Edible fungi products

    October 2017

The revenues generated through our online stores
equal our revenues derived from direct retail, because all of our online sales are direct retail to consumers, and all of our offline
sales are wholesale to distributors. The percentages of our online sales and our offline sales are as below:

    Six Months
 Ended
 March 31,
 2017
    Six Months
 Ended
 March 31,
 2016
    Year Ended
 September 30,
 2016
    Year Ended
 September 30,
 2015

    Online Sales (Direct Retail)
      6.16 %
      0.43 %
      0.24 %
      0.71 %

    Offline Sales (Wholesale)
      93.84 %
      99.57 %
      99.76 %
      99.29 %

Loan Lauren P. Nguyen, Legal Branch Chief

December 4, 2017

Page 4

We conduct our business through
following structures:

    Structure

    Company

    Business

    Related PRC Legal Restrictions on

Foreign-owned Entity

    Parent-subsidiary structure

    All of our foreign-owned entity subsidiaries

    Process and/or sell agricultural products, as well as selling the products on third-party e-commerce websites

    None

    Variable interest entity (“VIE”)

    Hangzhou Nongyuan Network Technology Co., Ltd., a domestic company

    Operate Farmmi Liangpin Market

    Restrictions on operation of independent online stores (deemed as value-added telecommunication service business) by foreign-owned entities

We conduct the vast
majority of our business through a traditional equity ownership structure, which is a parent-subsidiary structure. The vast
majority of our business is processing and/or selling agricultural products, as well as selling our products on third-party
e-commerce websites. PRC laws and regulations allow foreign-owned entities to conduct such business directly, rather than
through contractual VIE agreements. Our VIE generated less than 7% of our revenues for the six months ended March 31, 2017
and did not generate any revenue before then. As the chart above shows, our VIE operates only where we are not permitted to
own the operating company by PRC laws and regulations.

 2. We note your revisions in response to comment 2. We further note that the related Exclusive
Call Option Agreement filed as Exhibit 10.3 assumes that the transfer granted to Suyuan Agriculture, a PRC entity wholly-held indirectly
by a foreign entity, will be “within legal restriction of People’s Republic of China.” Please tell us in your
response whether counsel has advised that the exclusive purchase option granted to Suyuan Agriculture comports with PRC law.

We acknowledge the comment and
respectfully advise the Staff that our PRC legal counsel, Deheng Law Offices, has advised that the exclusive purchase option
granted to Suyuan Agriculture comports with PRC laws. We have expanded our disclosure to confirm it. The new disclosure can
be found on page 65 and reads as follow:

We have been advised by our PRC legal counsel, Deheng Law Offices, that the exclusive purchase option
granted to Suyuan Agriculture under the exclusive call option agreement comports with PRC laws.

Corporate Structure, page 62

Khorgos Farmmi Enterprise Service
Co., Ltd., page 62

 3. We note your updated disclosure in this section regarding the newly-created wholly owned subsidiary
of Suyuan Agriculture. Please expand your disclosure in this section or elsewhere to explain the “beneficial tax treatment”
due to the Khorgos Farmmi Enterprise Service- Suyuan Agriculture structure which you briefly disclosed here.

Loan Lauren P. Nguyen, Legal Branch Chief

December 4, 2017

Page 5

We acknowledge the comment and have revised
our disclosure to explain the “beneficial tax treatment” due to the Khorgos Farmmi Enterprise Service- Suyuan Agriculture
structure. The revised disclosure can be found on page 63 and reads as follows:

Khorgos Farmmi
Enterprise Service Co., Ltd. (“Khorgos Farmmi”)

Khorgos Farmmi is a
company wholly owned by Suyuan Agriculture. It was established on October 12, 2017 in Khorgos City, Xinjiang, under the laws
of the PRC with the registered capital of RMB 5 million. The operating period on the business license has no ending date. The
business scope of Khorgos Farmmi covers market sale and planning, business information consultation and service, internet
technology and development and transfer, marketing, consulting service, software development, production and consulting,
trade consulting, enterprise management and consulting. Khorgos City is providing a beneficial tax policy which
waives the enterprise income tax for five years since the first timeAccording to Opinions on Supporting the
Construction of Kashgar and Khorgos Economic Development Zones issued by the State Council in September 2011, Notice on
Preferential Corporate Income Tax Policies for Kashgar and Khorgos Two Special Economic Development Zones in Xinjiang issued
by the Ministry of Finance and the State Administration of Taxation in November 2011 and the Preferential Catalog of Income
Tax Incentives for the Development of Industrial Enterprises in Poor Areas of Xinjiang, certain companies including software
and IT technology development companies established between January 1, 2010 and December 31, 2020 in Khorgos special economic
development zone shall be exempted from enterprise income tax for five years commencing from the first year the company
incurs any operation income. Khorgos Farmmi satisfies the conditions of the tax exemption. We plan to use Khorgos
Farmmi as a platform to provide the software, consulting service, technology service and all related service within Khorgos
Farmmi’s business scope to all of our subsidiaries. In this way, it is expected to transfer part of our revenues from
other subsidiaries to Khorgos Farmmi to enjoy this beneficial tax treatment. Assuming we had this arrangement for the
fiscal year ended September 30, 2016, we would have transferred RMB 8 million to RMB 10 million taxable income and saved RMB
2 million to RMB 2.5 million tax. Khorgos Farmmi was appointed by Suyuan Agriculture to provide part of the consulting and
technology service to Nongyuan Network, based on the Exclusive Management Consulting and Technology Service Agreement signed
by Suyuan Agriculture and Nongyuan Network.

 4. We also note that the tax-related disclosures in the Business section here are excepted from
PRC counsel’s tax opinion. Please supplement your disclosure here to attribute your discussion of the tax treatment for this
entity to counsel or advise.

We acknowledge the comment and respectfully
advise the Staff that our PRC counsel has revised the tax opinion to cover the tax-related disclosures in the Business section.
The revised tax opinion has been refiled as Ex 8.2. The revised part reads as below:

Based upon and subject
to the foregoing, we are of the opinion that:

(i) The statements set forth
under the captions “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results
of Operations”, “Business”, “Regulation” and “Material Tax Consequences Applicable to
U.S. Holders of Our Ordinary Shares” in the Registration Statement, insofar as such statements relate to PRC tax law, are
accurate in all material respects.

Loan Lauren P. Nguyen, Legal Branch Chief

December 4, 2017

Page 6

Thank you in advance for your assistance
in reviewing this response and the Amendment. Should you have any questions with respect to the above responses, please contact
me or our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Yefang Zhang

    Yefang Zhang

Mail Stop 4628
November  27, 201 7

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

Re:  Farmmi, Inc.
Registration Statement on Form F-1
Filed November 15 , 201 7
  File No. 333-221569

Dear M s. Zhang:

We have reviewed your 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 amending your registration statement and providing
the requested information. 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 you r
response.

After reviewing any amendment to your registration statement and the information
you provide in response to these comments, we may have additional comments. Unless we
note otherwise, our references to prior comment s are to comments in our October 6 , 2017
letter.

Company Overview, page 1

 We have considered your response to comment 1.  Please provide enhanced 1.
disclosure to better explain what you mean by stating that you conduct  your business
through a “traditional ownership structure.”  In your revised disclosure, please
differentiate  between revenues generated through your “online store ,” your “online
mall, ” and those derived  from  direct retail .  Please a lso explain  how the status of your
subsidiaries as wholly foreign -owned entities  permits  the company to conduct
busines s operation s through a  “traditional ownership structure .”

 We note your revisions in response to comment 2.  We further  note that the related 2.
Exclusive Call Option Agreement filed as Exhibit 10.3 assumes that the transfer
granted to Suyua n Agriculture , a PRC entity wholly -held indirectly b y a foreign

Yefang Zhang
Farmmi, Inc.
November  27, 2017
Page 2

 entity , will be “within legal restriction of People’s Republic of China.”   Please  tell us
in your response whether counsel has advised that the exclusive purchase option
granted to Suyua n Agriculture  comports with PRC law.

Corporate Structure, page 62

Khorgos Farmmi Enterprise Serv ice Co., Ltd. , page 62

 We note your updated disclosure in this section regar ding the newly -created wholly  3.
owned subs idiary of Suyuan Agriculture.   Please expand your disclosure in this
section or elsewhere to explain  the “beneficial tax treatment” due to the Khorgos
Farmmi Enterprise Service - Suyuan Agriculture  structure  which you bri efly disc losed
here.

 We also note that the tax-related disclosures in the Business section here are excepted 4.
from PRC counsel’s tax opinion.  Please supplement your disclosure here to attribute
your discussion of the tax treatment for this entity  to counsel or advise.

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.

CORRESP
1
filename1.htm

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

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.

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.