Amended Statement of Ownership (sc 13g/a)
July 09 2019 - 04:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
|
|
June 18, 2019
|
(Date of Event Which Requires Filing of the Statement)
|
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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/A
|
Page
2
of 7 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
9,300,000
(1)
|
6.
|
SHARED VOTING POWER
9,300,000
(1)
|
7.
|
SOLE DISPOSITIVE POWER
9,300,000
(1)
|
8.
|
SHARED DISPOSITIVE POWER
9,300,000
(1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,300,000 ordinary shares
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
64.9%
(2)
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
(1) Consists of 9,300,000 ordinary shares
held directly by FarmNet Limited. Yefang Zhang is the sole director of FarmNet Limited and has sole voting and dispositive power
over all shares held by FarmNet Limited.
(2) This percentage is calculated based
upon 14,329,876 Ordinary Shares as of June 21, 2019, including 12,436,279 issued and outstanding, and 1,893,597 underlying the
notes, the repayment of the interest of the notes in shares and the warrants.
Cusip No.
G33277 107
|
13G/A
|
Page
3
of 7 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
Saint Lucia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
9,500,000
(1)
|
6.
|
SHARED VOTING POWER
9,500,000
(1)
|
7.
|
SOLE DISPOSITIVE POWER
9,500,000
(1)
|
8.
|
SHARED DISPOSITIVE POWER
9,500,000
(1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000 ordinary shares
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.3%
(2)
|
12.
|
TYPE OF REPORTING PERSON
IN
|
(1) Consists of 9,300,000 ordinary shares
held directly by FarmNet Limited and 200,000 ordinary shares held directly by children individually who are members of the household
of Yefang Zhang and Zhengyu Wang. Yefang Zhang is the sole director of FarmNet Limited and has sole voting and dispositive power
over all shares held by FarmNet Limited.
(2) This percentage is calculated based
upon 14,329,876 Ordinary Shares as of June 21, 2019, including 12,436,279 issued and outstanding, and 1,893,597 underlying the
notes, the repayment of the interest of the notes in shares and the warrants.
Cusip No.
G33277 107
|
13G/A
|
Page
4
of 7 Pages
|
1.
|
NAME OF REPORTING PERSONS
Zhengyu Wang
|
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
PRC
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
9,500,000
(1)
|
6.
|
SHARED VOTING POWER
9,500,000
(1)
|
7.
|
SOLE DISPOSITIVE POWER
9,500,000
(1)
|
8.
|
SHARED DISPOSITIVE POWER
9,500,000
(1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000 ordinary shares
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.3%
(2)
|
12.
|
TYPE OF REPORTING PERSON
IN
|
(1) Consists of 9,300,000 ordinary shares
held directly by FarmNet Limited and 200,000 ordinary shares held directly by children individually who are members of the household
of Yefang Zhang and Zhengyu Wang. Yefang Zhang is the sole director of FarmNet Limited and has sole voting and dispositive power
over all shares held by FarmNet Limited. Yefang Zhang and Zhengyu Wang are husband and wife and maybe deemed to share beneficial
ownership of the shares held by each other.
(2) This percentage is calculated based
upon 14,329,876 Ordinary Shares as of June 21, 2019, including 12,436,279 issued and outstanding, and 1,893,597 underlying the
notes, the repayment of the interest of the notes in shares and the warrants.
Cusip No.
G33277 107
|
13G/A
|
Page
5
of 7 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
|
|
Zhengyu Wang
|
|
|
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
|
|
|
|
Zhengyu Wang
c/o Farmmi, Inc.
No. 307, Tianning Industrial Area
Lishui, Zhejiang Province
China 323000
|
|
|
Item 2(c).
|
Citizenship:
|
|
FarmNet Limited – Cayman Islands
|
|
Yefang Zhang – Saint Lucia
|
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Zhengyu Wang – PRC
|
|
|
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/A
|
Page
6
of 7 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
|
|
|
9,300,000
|
|
|
|
64.9
|
%
|
|
|
9,300,000
|
|
|
|
9,300,000
|
|
|
|
9,300,000
|
|
|
|
9,300,000
|
|
Yefang Zhang
|
|
|
9,500,000
|
|
|
|
66.3
|
%
|
|
|
9,500,000
|
|
|
|
9,500,000
|
|
|
|
9,500,000
|
|
|
|
9,500,000
|
|
Zhengyu Wang
|
|
|
9,500,000
|
|
|
|
66.3
|
%
|
|
|
9,500,000
|
|
|
|
9,500,000
|
|
|
|
9,500,000
|
|
|
|
9,500,000
|
|
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/A
|
Page
7
of 7 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:
|
July 9, 2019
|
|
|
|
|
|
|
|
FarmNet Limited
|
|
|
|
|
|
|
By:
|
/s/ Yefang Zhang
|
|
|
Name:
|
Yefang Zhang
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
Yefang Zhang
|
|
|
|
/s/ Yefang Zhang
|
|
|
|
|
|
|
|
Zhengyu Wang
|
|
|
|
/s/ Zhengyu Wang
|
|
LIST OF EXHIBITS
Exhibit No.
|
|
Description
|
1
|
|
Joint Filing Agreement
|
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