0001144204-18-016713.txt : 20180323 0001144204-18-016713.hdr.sgml : 20180323 20180323163243 ACCESSION NUMBER: 0001144204-18-016713 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 GROUP MEMBERS: YEFANG ZHANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Farmmi, Inc. CENTRAL INDEX KEY: 0001701261 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90424 FILM NUMBER: 18710475 BUSINESS ADDRESS: STREET 1: NO. 307, TIANNING INDUSTRIAL AREA CITY: LISHUI, ZHEJIANG PROVINCE STATE: F4 ZIP: 323000 BUSINESS PHONE: 860571875555801 MAIL ADDRESS: STREET 1: NO. 307, TIANNING INDUSTRIAL AREA CITY: LISHUI, ZHEJIANG PROVINCE STATE: F4 ZIP: 323000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FarmNet Ltd CENTRAL INDEX KEY: 0001735082 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: JUGUANG CENTER A-9F, NO. 459 QIANMO RD STREET 2: BINJANG DISTRICT CITY: HANGZHOU, ZHEJIANG STATE: F4 ZIP: 310051 BUSINESS PHONE: 86 0571875555801 MAIL ADDRESS: STREET 1: JUGUANG CENTER A-9F, NO. 459 QIANMO RD STREET 2: BINJANG DISTRICT CITY: HANGZHOU, ZHEJIANG STATE: F4 ZIP: 310051 SC 13G 1 tv489043_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

 

Farmmi, Inc.
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
G33277 107
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of the Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  o Rule 13d-1(b)

 

  o Rule 13d-1(c)

 

  x Rule 13d-1(d)

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

Cusip No. G33277 107 13G Page 2 of 6 Pages

 

 

1.

NAME OF REPORTING PERSONS

FarmNet Limited    

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o

(b) o

Not applicable

3.

SEC ONLY

         

4.

CITIZENSHIP OR PLACE OF ORGANIZATION 

Cayman Islands   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

 

SOLE VOTING POWER

     

6.

 

SHARED VOTING POWER

10,000,000 (1)

7.

 

SOLE DISPOSITIVE POWER

     

8.

 

SHARED DISPOSITIVE POWER

10,000,000 (1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,000,000 ordinary shares

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

83.8% (2)     

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO   

  

(1) Consists of 10,000,000 ordinary shares held directly by FarmNet Limited. Yefang Zhang is the sole director of FarmNet Limited and sole voting and dispositive power over all shares held by FarmNet Limited.

 

(2) This percentage is calculated based upon 11,932,000 ordinary shares outstanding, including (1) 11,680,000 ordinary shares as set forth in the Issuer’s prospectus filed with the Securities Exchange (the “SEC”) on February 20, 2018; and (2) 252,000 ordinary shares issued on February 23, 2018 as set forth in the exhibit in the Issuer’s 6-K filed with the SEC on February 23, 2018. 

 

 

Cusip No. G33277 107 13G Page 3 of 6 Pages

 

 

1.

NAME OF REPORTING PERSONS

Yefang Zhang    

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o

(b) o

Not applicable

3.

SEC ONLY

        

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Philippines    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

 

SOLE VOTING POWER

     

6.

 

SHARED VOTING POWER

10,000,000 (1)

7.

 

SOLE DISPOSITIVE POWER

     

8.

 

SHARED DISPOSITIVE POWER

10,000,000 (1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,000,000 ordinary shares    

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

83.8% (2)

12.

TYPE OF REPORTING PERSON

IN  

 

(1) Consists of 10,000,000 ordinary shares held directly by FarmNet Limited. Yefang Zhang is the sole director of FarmNet Limited and sole voting and dispositive power over all shares held by FarmNet Limited.

 

(2) This percentage is calculated based upon 11,932,000 ordinary shares outstanding, including (1) 11,680,000 ordinary shares as set forth in the Issuer’s prospectus filed with the Securities Exchange (the “SEC”) on February 20, 2018; and (2) 252,000 ordinary shares issued on February 23, 2018 as set forth in the exhibit in the Issuer’s 6-K filed with the SEC on February 23, 2018. 

 

 

Cusip No. G33277 107 13G Page 4 of 6 Pages

 

 

Item 1(a). Name of Issuer:
  Farmmi, Inc.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
 

No. 307, Tianning Industrial Area

Lishui, Zhejiang Province

China 323000

   
Item 2(a). Name of Person Filing:
  FarmNet Limited
  Yefang Zhang
   
Item 2(b). Address of Principal Business Office or, if none, Residence:
 

FarmNet Limited

c/o Yefang Zhang

No. 307, Tianning Industrial Area

Lishui, Zhejiang Province

China 323000

   
 

Yefang Zhang

c/o Farmmi, Inc.

No. 307, Tianning Industrial Area

Lishui, Zhejiang Province

China 323000

   
Item 2(c).   Citizenship:
  FarmNet Limited – Cayman Islands
  Yefang Zhang – Philippines
   
Item 2(d). Title of Class of Securities:
  Ordinary Shares
   
Item 2(e). CUSIP Number:
  G33277 107
   
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
  (j) o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
  (k) o Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

 

 

Cusip No. G33277 107 13G Page 5 of 6 Pages

 

 

Item 4.   Ownership:
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Reporting Person   Amount
beneficially
owned:		   Percent
of
class:		   Sole power
to vote or
direct the
vote:		  

Shared
power to
vote or to
direct

the vote:

   Sole power to
dispose or to
direct the
disposition of:		  

Shared power
to dispose or to

direct the
disposition of:

  
FarmNet Limited   10,000,000    83.8%       10,000,000        10,000,000   
Yefang Zhang   10,000,000    83.8%       10,000,000        10,000,000   

 

Item 5. Ownership of Five Percent or Less of a Class:
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
   
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
  Not applicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
  Not applicable
   
Item 8. Identification and Classification of Members of the Group:
  Not applicable
   
Item 9. Notice of Dissolution of Group:
  Not applicable
   
Item 10.  Certifications:
  Not applicable

  

 

 

Cusip No. G33277 107 13G Page 6 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  

  Date:   March 23, 2018  
       
    FarmNet Limited  
       
  By: /s/ Yefang Zhang  
  Name:   Yefang Zhang  
  Title: Director  
       
    Yefang Zhang  
    /s/ Yefang Zhang  

  

  

 

 

  

LIST OF EXHIBITS

 

Exhibit No.

  

Description

1   Joint Filing Agreement

 

 

 

  

 EX-99.1 2 tv489043_ex1.htm EXHIBIT 1

 

Exhibit 1

 

Joint Filing Agreement

 

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

 

 

March 23, 2018   FarmNet Limited
   
  By: /s/ Yefang Zhang  
    Director  
       
       
March 23, 2018   Yefang Zhang
   
    /s/ Yefang Zhang