SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

 the Securities Exchange Act of 1934

 

For the six months ended March 31, 2023

 

 Commission File Number: 001-38397

 

Farmmi, Inc.

(Registrant’s name)

 

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

Lishui, Zhejiang Province

People’s Republic of China 323000

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.:

 

Form 20-F ☒   Form 40-F ☐

 

 

 

 

 

 

Incorporation By Reference

 

This report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form S-8 (file No. 333-224463), Form S-8 (file No. 333-262696), Form F-3 (file No. 333-254036), and Form F-3 (file No. 333-254397).

 

Explanatory Note:

 

The Registrant is filing this Report on Form 6-K to report its financial results for the six months ended March 31, 2023 and to discuss its recent corporate developments.

 

Attached as exhibits to this Report on Form 6-K are:

 

 

(1)

the unaudited condensed interim consolidated financial statements and related notes as Exhibit 99.1;

 

 

 

 

(2)

Management’s Discussion and Analysis of Financial Condition and Results of Operations as Exhibit 99.2;

 

 

 

 

(3)

Press release dated August 31, 2023;

 

 

 

 

(4)

Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T.

 

 

2

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the company with the Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.

 

All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

 

 

3

 

 

Exhibit Index:

 

99.1

 

Unaudited Consolidated Financial Statements and Related Notes for the Six Months Ended March 31, 2023 and 2022

99.2

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

99.3

 

Press release dated August 31, 2023

101.INS

 

XBRL Instance Document.

101.SCH

 

XBRL Taxonomy Extension Schema Document.

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

4

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FARMMI, INC.

 

 

 

 

Date: August 31, 2023

By:

/s/ Yefang Zhang

 

 

Name:

Yefang Zhang

 

 

Title:

Chief Executive Officer

 

 

 

5

 

EXHIBIT 99.1

 

FARMMI, INC.

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF MARCH 31, 2023 AND SEPTEMBER 30, 2022 AND

FOR THE SIX MONTHS ENDED MARCH 31, 2023 AND 2022

 

 
F-1

Table of Contents

 

FARMMI, INC.

 

TABLE OF CONTENTS

 

 

Page

Unaudited Condensed Consolidated Financial Statements

F-1

Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and September 30, 2022

F-3

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Six Months Ended March 31, 2023 and 2022

F-4

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended March 31, 2023 and 2022

F-5

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2023 and 2022

F-6

Notes to Unaudited Condensed Consolidated Financial Statements

F-7

 

 
F-2

Table of Contents

 

Farmmi, Inc.

Condensed Consolidated Balance Sheets

 

 

 

March 31,

 

 

September 30,

 

 

 

2023

 

 

2022

 

Assets

 

(unaudited)

 

 

(audited)

 

Current Assets

 

 

 

 

 

 

Cash

 

$69,356,991

 

 

 

41,167,501

 

Short-term deposit

 

 

-

 

 

 

35,144,444

 

Short-term investments

 

 

648

 

 

 

5,820

 

Notes receivable

 

 

14,284

 

 

 

3,528,235

 

Accounts receivable, net

 

 

27,341,913

 

 

 

16,351,244

 

Advances to suppliers, net

 

 

58,976,245

 

 

 

48,633,604

 

Other receivable

 

 

-

 

 

 

7,440,705

 

Inventories, net

 

 

442,184

 

 

 

716,278

 

Other current assets

 

 

410,362

 

 

 

206,566

 

Due from a related party

 

 

20,920

 

 

 

59,983

 

Total current assets

 

 

156,563,547

 

 

 

153,254,380

 

 

 

 

 

 

 

 

 

 

Biological assets

 

 

9,872,611

 

 

 

9,638,722

 

Long-term investments

 

 

7,331,787

 

 

 

140,578

 

Property, plant and equipment, net

 

 

33,558

 

 

 

44,868

 

Intangible assets, net

 

 

-

 

 

 

6,747

 

Right-of-use assets, net

 

 

579,901

 

 

 

534,351

 

Deferred tax assets

 

 

169,051

 

 

 

163,207

 

Total Assets

 

$174,550,455

 

 

 

163,782,853

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Short-term loans

 

 

1,456,113

 

 

 

-

 

Long-term loans - current portion

 

 

1,580,263

 

 

 

1,505,353

 

Convertible promissory notes

 

 

6,225,425

 

 

 

2,178,511

 

Derivative liability

 

 

-

 

 

 

3,450,000

 

Note payable

 

 

12,828

 

 

 

12,385

 

Accounts payable

 

 

1,205,464

 

 

 

197,137

 

Due to related parties

 

 

1,265

 

 

 

948

 

Operating lease liabilities – current

 

 

70,621

 

 

 

46,543

 

Other current liabilities

 

 

1,306,381

 

 

 

898,444

 

Total current liabilities

 

 

11,858,360

 

 

 

8,289,321

 

Long-term loans - non-current portion

 

 

176,797

 

 

 

292,285

 

Operating lease liabilities – non-current

 

 

523,988

 

 

 

517,156

 

Total Liabilities

 

 

12,559,145

 

 

 

9,098,762

 

 

 

 

 

 

 

 

 

 

Commitment and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

 

 

Ordinary share, $0.025 par value, 24,000,000 shares authorized, 23,906,985 and 23,906,985 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively

 

 

597,675

 

 

 

597,675

 

Additional paid-in capital

 

 

152,162,658

 

 

 

152,162,658

 

Statutory reserve

 

 

563,236

 

 

 

1,153,813

 

Retained earnings

 

 

17,112,140

 

 

 

14,903,491

 

Accumulated other comprehensive (loss) income

 

 

(8,444,399)

 

 

(14,133,546)

Total Farmmi, Inc.’s Shareholders' Equity

 

 

161,991,310

 

 

 

154,684,091

 

Noncontrolling Interest

 

 

-

 

 

 

-

 

Total Shareholders' Equity

 

 

161,991,310

 

 

 

154,684,091

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders' Equity

 

$174,550,455

 

 

 

163,782,853

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
F-3

Table of Contents

 

Farmmi, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

 

 

 

 For the six months ended March 31,

 

 

 

2023

 

 

2022

 

Revenues

 

 

 

 

 

 

Sales to third parties

 

$60,547,274

 

 

$42,134,665

 

Sales to related parties

 

 

-

 

 

 

1,050

 

Total revenues

 

 

60,547,274

 

 

 

42,135,715

 

Cost of revenues

 

 

(58,377,822)

 

 

(39,148,005)

Gross profit

 

 

2,169,452

 

 

 

2,987,710

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

 

(193,932)

 

 

(361,847)

Selling and distribution expenses

 

 

(52,146)

 

 

(127,345)

General and administrative expenses

 

 

(1,271,111)

 

 

(3,113,213)

Total operating expenses

 

 

(1,517,189)

 

 

(3,602,405)

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

652,263

 

 

 

(614,695)

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

Change in fair value of derivative liability

 

 

2,129,709

 

 

 

-

 

Interest income

 

 

751,791

 

 

 

71,814

 

Interest expense

 

 

(302,707)

 

 

(122,290)

Amortization of debt issuance costs

 

 

(1,476,435)

 

 

-

 

Loss from extinguishment

 

 

(1,255,942)

 

 

-

 

Government grant

 

 

1,456,032

 

 

 

-

 

Other income, net

 

 

257

 

 

 

81,823

 

Total other income, net

 

 

1,302,705

 

 

 

31,347

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

1,954,968

 

 

 

(583,348)

Provision for income taxes

 

 

(375,109)

 

 

(3,590)

Net income (loss)

 

$1,579,859

 

 

$

(586,938)

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

Net income (loss)

 

$1,579,859

 

 

$

(586,938)

 

Foreign currency translation

 

 

5,689,147

 

 

 

2,430,396

 

Comprehensive income attributable to Farmmi, Inc.

 

$7,269,006

 

 

$1,843,458

 

 

 

 

 

 

 

 

 

Weighted average number of ordinary shares

 

 

 

 

 

 

 

 

Basic

 

 

23,906,985

 

 

 

22,583,259

 

Diluted

 

 

38,029,792

 

 

 

22,583,259

 

Earnings (loss) per ordinary share

 

 

 

 

 

 

 

 

Basic

 

$0.07

 

 

$

(0.03)

 

Diluted

 

$0.04

 

 

$

(0.03)

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
F-4

Table of Contents

 

Farmmi, Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

For the Six Months Ended March 31, 2023 and 2022

(Unaudited)

 

 

 

 

 

 

 

 

 

 Additional

 

 

 

 

 

 

 

 

 Accumulated

 Other

 

 

Total

 Farmmi, Inc.’s

 

 

 

 

 

 Total

 

 

 

Ordinary shares

 

 

Paid in

 

 

Statutory

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

Noncontrolling

 

 

Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Reserve

 

 

Earnings

 

 

Income (loss)

 

 

Equity

 

 

Interest

 

 

Equity

 

Balance at September 30, 2021

 

 

22,311,215

 

 

$557,781

 

 

$147,088,227

 

 

$973,555

 

 

$9,127,377

 

 

$2,128,972

 

 

$159,875,912

 

 

$916,506

 

 

$160,792,418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expenses

 

 

400,000

 

 

 

10,000

 

 

 

1,997,328

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,007,328

 

 

 

-

 

 

 

2,007,328

 

Issuance of common shares, net

 

 

1,200,000

 

 

 

30,000

 

 

 

5,970,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,000,000

 

 

 

-

 

 

 

6,000,000

 

Reverse share-split adjustment

 

 

(4,230)

 

 

(106)

 

 

106

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

Foreign currency translation gain

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,430,396

 

 

 

2,430,396

 

 

 

-

 

 

 

2,430,396

 

Disposal of a subsidiary

 

 

-

 

 

 

-

 

 

 

(2,893,001)

 

 

-

 

 

 

3,732,392

 

 

 

82,449

 

 

 

921,840

 

 

 

(916,506)

 

 

5,334

 

Net loss for the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(586,938)

 

 

-

 

 

 

(586,938)

 

 

-

 

 

 

(586,938)

Statutory reserve

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,144

 

 

 

(17,144)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2022

 

 

23,906,985

 

 

$597,675

 

 

$152,162,660

 

 

$990,699

 

 

$12,255,687

 

 

$4,641,817

 

 

$170,648,538

 

 

 

-

 

 

$170,648,538

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2022

 

 

23,906,985

 

 

$597,675

 

 

$152,162,658

 

 

$1,153,813

 

 

$14,903,491

 

 

$

(14,133,546)

 

 

$154,684,091

 

 

 

-

 

 

$154,684,091

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,689,147

 

 

 

5,689,147

 

 

 

-

 

 

 

5,689,147

 

Disposal of a subsidiary

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(948,792)

 

 

987,005

 

 

 

-

 

 

 

38,213

 

 

 

-

 

 

 

38,213

 

Net income for the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,579,859

 

 

 

-

 

 

 

1,579,859

 

 

 

-

 

 

 

1,579,859

 

Statutory reserve

 

 

-

 

 

 

-

 

 

 

-

 

 

 

358,215

 

 

 

(358,215)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2023

 

 

23,906,985

 

 

$597,675

 

 

$152,162,658

 

 

$563,236

 

 

$17,112,140

 

 

$

(8,444,399)

 

 

$161,991,310

 

 

 

-

 

 

$161,991,310

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
F-5

Table of Contents

 

Farmmi, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

For the six months ended March 31,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities

 

 

 

 

 

 

Net income (loss)

 

$1,579,859

 

 

$

(586,938)

 

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

Changes in allowances - accounts receivable

 

 

126,115

 

 

 

(183)

Changes in allowances - advances to suppliers

 

 

-

 

 

 

362,030

 

Changes in allowances - inventories

 

 

67,817

 

 

 

-

 

Changes in allowances - long-term investment

 

 

92,977

 

 

 

-

 

Depreciation and amortization

 

 

19,608

 

 

 

36,339

 

Amortization of operating lease right-of-use assets

 

 

9,719

 

 

 

(163,301)

Loss (gain) on short-term investment

 

 

5,301

 

 

 

(25,809)

(Gain) loss from disposal of a subsidiary

 

 

(14,343)

 

 

15,757

 

Amortization of debt issuance costs

 

 

1,476,435

 

 

 

-

 

Amortization of biological assets

 

 

109,570

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivative liability

 

 

(2,129,709)

 

 

-

 

Loss from extinguishment

 

 

1,255,942

 

 

 

-

 

Share-based compensation

 

 

-

 

 

 

2,000,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(10,379,339)

 

 

5,705,789

 

Advances to suppliers

 

 

(8,472,722)

 

 

(3,176,809)

Notes receivables

 

 

3,585,875

 

 

 

(3,931,869)

Inventory, net

 

 

227,444

 

 

 

(3,909,673)

Other current assets

 

 

(199,819)

 

 

9,203,508

 

Accounts payable

 

 

989,604

 

 

 

663,071

 

Operating lease liabilities

 

 

(25,177)

 

 

218,136

 

Other current liabilities

 

 

370,726

 

 

 

(35,704)

Net cash (used in) provided by operating activities

 

 

(11,304,117)

 

 

6,374,344

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

-

 

 

 

(1,094)

Short-term deposits

 

 

35,858,745

 

 

 

(36,487,740)

Acquisition of subsidiaries

 

 

-

 

 

 

(11,009,232)

 

 

 

 

 

 

 

 

 

Proceeds from disposal of subsidiary

 

 

6,857

 

 

 

2,752,278

 

Purchase of long-term investments

 

 

(7,171,749)

 

 

(157,275)

Purchase of short-term investments

 

 

-

 

 

 

(157,275)

Other receivables

 

 

7,591,935

 

 

 

(7,863,737)

Advances to related parties

 

 

(12,585)

 

 

-

 

Repayment of advances to related party

 

 

53,074

 

 

 

-

 

Net cash provided by (used in) investing activities

 

 

36,326,277

 

 

 

(52,924,075)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Net proceeds from share issuance

 

 

-

 

 

 

6,000,000

 

Borrowings from bank loans

 

 

1,557,704

 

 

 

-

 

Repayments of bank loans

 

 

(226,730)

 

 

(46,808)

Repayment of advances from related parties

 

 

-

 

 

 

(57,673)

Proceeds from advances from related parties

 

 

279

 

 

 

-

 

Net cash provided by financing activities

 

 

1,331,253

 

 

 

5,895,519

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

1,837,247

 

 

 

(3,335,361)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

28,190,660

 

 

 

(43,989,573)

Cash, beginning of period

 

 

41,166,331

 

 

 

59,262,514

 

Cash, end of period

 

$69,356,991

 

 

$15,272,941

 

 

 

 

-

 

 

 

 

 

Supplemental disclosure information:

 

 

 

 

 

 

 

 

Income taxes paid

 

$30,577

 

 

$5,626

 

Interest paid

 

$77,875

 

 

$85,769

 

 

 

 

 

 

 

 

 

 

Non-cash financing activities

 

 

 

 

 

 

 

 

Right of use assets obtained in exchange for operating lease obligations

 

$84,542

 

 

$401,615

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
F-6

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 — Organization and nature of business

 

Farmmi, Inc. (“FAMI” or the “Company”) is a holding company incorporated under the laws of the Cayman Islands on July 28, 2015. FAMI owns 100% equity interest of Farmmi International Limited (“Farmmi International”), a Hong Kong company, which in turn owns 100% equity interest of Farmmi (Hangzhou) Enterprise Management Co., Ltd. (“Farmmi Enterprise”), Lishui Farmmi Technology Co., Ltd. (“Farmmi Technology”), Zhejiang Farmmi (Hangzhou) Ecology Agriculture Development Co., Ltd. (“Farmmi Ecology”) and Farmmi (Hangzhou) Health Development Co., Ltd (“Farmmi Heath Development”), four wholly foreign-owned entities (each, a “WFOE”) formed by Farmmi International under the laws of the People’s Republic of China (“PRC” or “China”).

 

Farmmi Health Development owns 100% equity interest in Zhejiang Farmmi Medical Health Technology Co., Ltd (“Farmmi Medical Health”) which was established under the laws of the PRC on September 18, 2021.

 

Farmmi Enterprise, Farmmi Technology and Farmmi Ecology own 30%, 40% and 30% of equity interests in Zhejiang Farmmi Holdings Group Co., Ltd. (“Farmmi Holdings”), respectively, which was established under the laws of the PRC on September 18, 2021.

 

On December 23, 2021, a board resolution of Zhejiang Farmmi Agricultural Technology Group Co., Ltd. (“Farmmi Agricultural”) (formerly known as Hangzhou Suyuan Agriculture Technology Co., Ltd., “Suyuan Agriculture”), a company incorporated in the PRC, was passed to reorganize certain companies mentioned below with nil consideration.

 

Under the above-mentioned reorganization, (i) on December 30, 2021, Farmmi Holdings started to own 100% interest in Farmmi Agricultural, which was previously owned by Farmmi Enterprise (31.7%) and Farmmi Technology (68.3%); (ii) Farmmi Agricultural owns 100% of the equity interest of Zhejiang Farmmi Agricultural Supply Chain Co., Ltd (“Farmmi Supply Chain”), a company established under the laws of the PRC, on February 10, 2022 and was previously 100% owned by Farmmi Ecology.

 

On September 27, 2021,the Company,through its subsidiary, Zhejiang Fammi Agricultural Supply Chain Co., Ltd., acquired Jiangxi Xiangbo Agriculture and Forestry Development Co. Ltd (“Jiangxi Xiangbo”), established under the laws of the PRC, from Ganzhou Tengguang Agriculture and Forestry Development Co., Ltd. for a total price of RMB70 million ($11 million). After the consummation of the acquisition, Farmmi Supply Chain owns 100% equity interest in Jiangxi Xiangbo, which in turn owns 100% interest in Yudu County Yada Forestry Co., Ltd, established under the laws of the PRC (“Yudu Yada”). As a result, Jiangxi Xiangbo and Yudu Yada became the subsidiaries of the Company.

 

On September 27, 2021, the Company, through its subsidiary, Zhejiang Fammi Agricultural Supply Chain Co., Ltd., acquired Guoning Zhonghao (Ningbo) Trading Co., Ltd. (“Guoning Zhonghao”), established under the laws of the PRC, from Ningbo Guoning Zhonghao Technology Co., Ltd. and Jianxin Huang, an individual, for a total consideration of RMB5,000 ($788). After the consummation of the acquisition, Farmmi Supply Chain owns 100% equity interest in Guoning Zhonghao.

 

Farmmi Agricultural owns 100% of equity interests in Zhejiang FLS Mushroom Co., Ltd. (“FLS Mushroom”), Zhejiang Farmmi Biotechnology Co., Ltd. (“Farmmi Biotech”) and Zhejiang Farmmi Food Co., Ltd. (“Farmmi Food”) and 77.2% equity interest in Lishui Farmmi E-Commerce Co., Ltd. (“Farmmi E-Commerce”). FLS Mushroom, Farmmi Biotech, Farmmi Food, and Farmmi E-Commerce”) were all established under the laws of the PRC. The remaining 22.8% equity interest in Farmmi E-Commerce is owned by Hangzhou Nongyuan Network Technology Co., Ltd. (“Nongyuan Network”). Nongyuan Network was incorporated on December 8, 2015 under the laws of the PRC and focuses on the development of network marketing and provides a network platform for sales of agriculture products.

 

 
F-7

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 — Organization and nature of business (continued)

 

On September 18, 2016, Farmmi Agricultural entered into a series of contractual agreements with Zhengyu Wang, the then sole-owner of Nongyuan Network. These agreements include an Exclusive Management Consulting and Technology Agreement, an Equity Pledge Agreement, an Exclusive Call Option Agreement, a Proxy Agreement and a Power of Attorney (collectively, the “Original VIE Agreements”). The Original VIE Agreements empowered Farmmi Agricultural to exercise management control over the activities that most significantly impact the operation results of Nongyuan Network, obligated Farmmi Agricultural to absorb a majority of the risk of loss from Nongyuan Network’s activities, and entitled Farmmi Agricultural to receive a majority of their residual returns. In essence, Farmmi Agricultural and the Company had gained effective control over Nongyuan Network.

 

On December 4, 2019, Zhengyu Wang transferred 100% of his shares of Nongyuan Network to his daughter Xinyang Wang. As a result, Xinyang Wang started to hold 100% of the ownership interest of Nongyuan Network. On December 10, 2019, Xinyang Wang, as the new sole owner of Nongyuan Network, signed a series of VIE agreements (the “Xinyang Wang VIE Agreements”) with Nongyuan Network and Farmmi Agricultural. On May 15, 2020, the following agreements were signed with the effective date of December 10, 2019:

 

 

(1)

Zhengyu Wang, Nongyuan Network and Farmmi Agricultural signed a termination agreement to confirm that the Original VIE Agreements had been terminated because Zhengyu Wang was no longer the shareholder of Nongyuan Network;

 

 

 

 

(2)

Zhengyu Wang, Dehong Zhang (the legal representative of Nongyuan Network), Xinyang Wang, Nongyuan Network and Farmmi Agricultural signed a joint statement to confirm that the board of directors of the Company had the ultimate authority over the matters of the VIE (defined below), Nongyuan Network.

 

FAMI believes that Xinyang Wang VIE Agreements enable Farmmi Agricultural and FAMI to keep effective control over Nongyuan Network, and as a result Nongyuan Network should be considered as a Variable Interest Entity (“VIE”) under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation. Accordingly, the accounts of Nongyuan Network are consolidated with those of Farmmi Agricultural.

 

On September 7, 2021, Zhejiang Yitang Medical Service Co., Ltd. (“Yitang Mediservice”) was established under the laws of the PRC. Nongyuan Network and Farmmi Ecology own 95% and 5% of the equity interests in Yitang Mediservice, respectively.

 

On September 17, 2021, Zhejiang Yiting Medical Technology Co., Ltd. (“Yiting Meditech”) was established under the laws of the PRC. Yitang Mediservice owns 100% interest in Yiting Meditech.

 

On November 23, 2021, the Company incorporated Shanghai Zhongjian Yiting Healthcare Technology Partnership (Limited Partnership) (“Zhongjian Yiting”), and Yiting Meditech owns 93.75% of the ownership interest of it.

 

On January 10, 2022, Lishui Yifeng Medical Health Technology Co., Ltd (“Yifeng Medihealth”) was established under the laws of the PRC.

 

Yitang Mediservice owns 100% of the equity interest in Yifeng Medihealth. Yifeng Medihealth was deregistered in April 2023.

 

On January 10, 2022, Lishui Yilong Enterprise Management Co., Ltd (“Yilong Enterprise”) was established under the laws of the PRC. Yitang Mediservice owns 100% of the equity interest in Yilong Enterprise. Yilong Enterprise was deregistered in April 2023.

 

On January 19, 2022, Lishui Yifeng Yilong Medical Technology Development Partnership (Limited Partnership) (“YF YL MediTech”) was established under the laws of the PRC. Yifeng Medihealth owns 20% and Yilong Enterprise owns 80% interest in YF YL MediTech. YF YL MediTech was deregistered in April 2023.

 

 
F-8

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 — Organization and nature of business (continued)

 

On January 19, 2022, Lishui Yitang Shangke Medical and Health Technology Partnership (Limited Partnership) (“YT SK Medihealth”) was established under the laws of the PRC. Yifeng Medihealth owns 20% and Yilong Enterprise owns 80% interest in YT SK Medihealth. YT SK Medihealth was deregistered in April 2023.

 

On May 27, 2022, Zhejiang Farmmi Ecological Agriculture Technology Co., Ltd (“Farmmi Eco Agri”) was established under the laws of the PRC. FLS Mushroom owns 100% of the equity interest in Farmmi Eco Agri.

 

On July 13, 2022, Farmmi Canada Inc. (Farmmi Canada) was established under the laws of the Canada. Farmmi Inc. owns 100% of the equity interest in Farmmi Canada.

 

On April 20, 2023, Farmmi USA Inc. (Farmmi USA) was established under the laws of the United States of America. Farmmi Inc. owns 100% of the equity interest in Farmmi USA.

 

As of March 31, 2023, details of the subsidiaries of FAMI are set out below:

 

Name of Entity

Date of Incorporation

Place of Incorporation

% of Ownership

Principal activities

FAMI

July 28, 2015

Cayman

Parent

Holding company

Farmmi International

August 20, 2015

Hong Kong

100%

Holding company

Farmmi Enterprise

May 23, 2016

Zhejiang, China

100%

Holding company

Farmmi Technology

June 6, 2016

Zhejiang, China

100%

Holding company

Farmmi Agricultural

December 8, 2015

Zhejiang, China

100%

Holding company

Farmmi Food

December 26, 2017

Zhejiang, China

100%

Dehydrating, further processing and distribution of edible fungus

Farmmi E-Commerce

March 22, 2019

Zhejiang, China

100%

Technology development, technical services and technical consultation related to agricultural products

Farmmi Biotech

April 7, 2021

Zhejiang, China

100%

Research and development of mushroom powder and mushroom extract

Farmmi Ecology

April 25, 2021

Zhejiang, China

100%

Holding company

Farmmi Supply Chain

May 11, 2021

Zhejiang, China

100%

Agricultural products supply chain

Farmmi Health Development

September 17, 2021

Zhejiang, China

100%

Health development

Farmmi Medical Health

September 18, 2021

Zhejiang, China

100%

Medical health

Farmmi Holdings

September 18, 2021

Zhejiang, China

100%

Holding company

Jiangxi Xiangbo

June 18, 2021

Jiangxi, China

100%

Holding company

Yudu Yada

November 10, 2010

Jiangxi, China

100%

Forestry development

Guoning Zhonghao

June 15, 2021

Zhejiang, China

100%

Agriculture exporting

Farmmi Eco Agri

May 27, 2022

Zhejiang, China

100%

Agriculture products

Farmmi Canada

July 13, 2022

Canada

100%

Agriculture products

Farmmi USA

April 20, 2023

USA

100%

Import and export of agriculture products

Nongyuan Network

July 7, 2016

Zhejiang, China

0 (VIE)

Trading

Yitang Mediservice

September 7, 2021

Zhejiang, China

100% subsidiary of the VIE

Medical services

Yiting Meditech

September 17, 2021

Zhejiang, China

100% subsidiary of the VIE

Medical technology

Yifeng Medihealth

January 10, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical health

Yilong Enterprise

January 10, 2022

Zhejiang, China

100% subsidiary of the VIE

Management services

YF YL MediTech

January 19, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical technology

YT SK Medihealth

January 19, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical health

 

 
F-9

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 — Organization and nature of business (continued)

 

FAMI, its subsidiaries, VIE and VIE’s subsidiaries (herein collectively referred to as the “Company”) are engaged in processing and distributing dried Shiitake mushrooms, Mu Er mushrooms, trading agricultural products such as tapioca, corn, cotton and corn starch. Approximately 99.9% of the Company’s products are sold in China.

 

Note 2 — Summary of significant accounting policies

 

Basis of presentation and principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended September 30, 2022 and 2021. Operating results for the six months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending September 30, 2023.

 

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

 

Consolidation of variable interest entities

 

In accordance with accounting standards regarding consolidation of variable interest entities (“VIEs”), VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

 

 
F-10

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 — Summary of significant accounting policies (continued)

 

Consolidation of variable interest entities

 

The Company determined that Nongyuan Network is a VIE because the Company is the primary beneficiary of risks and rewards of this VIE. The condensed consolidating table below disaggregated the Condensed Consolidated Balance Sheets of the Company into into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated as of March 31, 2023 and September 30, 2022.

 

 

 

As of March 31, 2023 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Intercompany receivables

 

$139,689,717

 

 

$127,854,855

 

 

 

-

 

 

$143,744,535

 

 

 

-

 

Current assets excluding intercompany receivables

 

 

138,450,476

 

 

 

831,079

 

 

 

17,098,150

 

 

 

183,842

 

 

 

156,563,547

 

Current assets

 

 

278,140,193

 

 

 

128,685,934

 

 

 

17,098,150

 

 

 

143,928,377

 

 

 

156,563,547

 

Investment in subsidiaries

 

 

-

 

 

 

40,065,205

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-current assets excluding investment in subsidiaries

 

 

10,783,715

 

 

 

8,788

 

 

 

7,194,405

 

 

 

-

 

 

 

17,986,908

 

Non-current assets

 

 

10,783,715

 

 

 

40,073,993

 

 

 

7,194,405

 

 

 

-

 

 

 

17,986,908

 

Total assets

 

 

288,923,908

 

 

 

168,759,927

 

 

 

24,292,555

 

 

 

143,928,377

 

 

 

174,550,455

 

Intercompany payables

 

 

271,599,390

 

 

 

120,627,140

 

 

 

19,061,875

 

 

 

702

 

 

 

-

 

Current liabilities excluding intercompany payables

 

 

887,077

 

 

 

549,371

 

 

 

3,850,837

 

 

 

6,571,075

 

 

 

11,858,360

 

Current liabilities

 

 

272,486,467

 

 

 

121,176,511

 

 

 

22,912,712

 

 

 

6,571,777

 

 

 

11,858,360

 

Non-current liabilities

 

 

549,078

 

 

 

151,707

 

 

 

-

 

 

 

-

 

 

 

700,785

 

Total liabilities

 

 

273,035,545

 

 

 

121,328,218

 

 

 

22,912,712

 

 

 

6,571,777

 

 

 

12,559,145

 

Total shareholders' equity (net assets)

 

$15,888,363

 

 

$47,431,709

 

 

$1,379,843

 

 

$137,356,600

 

 

$161,991,310

 

 

 

 

As of September 30, 2022

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Intercompany receivables

 

$163,676,919

 

 

$114,994,912

 

 

 

-

 

 

$140,445,311

 

 

 

-

 

Current assets excluding intercompany receivables

 

 

91,926,232

 

 

 

33,986

 

 

 

57,133,125

 

 

 

4,161,037

 

 

 

153,254,380

 

Current assets

 

 

255,603,151

 

 

 

115,028,898

 

 

 

57,133,125

 

 

 

144,606,348

 

 

 

153,254,380

 

Investment in subsidiaries

 

 

-

 

 

 

40,424,517

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-current assets excluding investment in subsidiaries

 

 

10,500,217

 

 

 

8,484

 

 

 

19,772

 

 

 

-

 

 

 

10,528,473

 

Non-current assets

 

 

10,500,217

 

 

 

40,433,001

 

 

 

19,772

 

 

 

-

 

 

 

10,528,473

 

Total assets

 

 

266,103,368

 

 

 

155,461,899

 

 

 

57,152,897

 

 

 

144,606,348

 

 

 

163,782,853

 

Intercompany payables

 

 

255,440,223

 

 

 

109,255,668

 

 

 

54,420,549

 

 

 

702

 

 

 

-

 

Current liabilities excluding intercompany payables

 

 

590,393

 

 

 

226,814

 

 

 

1,789,357

 

 

 

5,682,757

 

 

 

8,289,321

 

Current liabilities

 

 

256,030,616

 

 

 

109,482,482

 

 

 

56,209,906

 

 

 

5,683,459

 

 

 

8,289,321

 

Non-current liabilities

 

 

657,734

 

 

 

151,707

 

 

 

-

 

 

 

-

 

 

 

809,441

 

Total liabilities

 

 

256,688,350

 

 

 

109,634,189

 

 

 

56,209,906

 

 

 

5,683,459

 

 

 

9,098,762

 

Total shareholders' equity (net assets)

 

$9,415,018

 

 

$45,827,710

 

 

$942,991

 

 

$138,922,889

 

 

$154,684,091

 

 

 
F-11

Table of Contents

 

FARMMI, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 — Summary of significant accounting policies (continued)

 

Consolidation of variable interest entities

 

The condensed consolidating table below disaggregated the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Company into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated for the six months ended March 31, 2023 and 2022.

 

 

 

For the six months ended March 31, 2023 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Revenues

 

$38,044,279

 

 

$10,588,053

 

 

$11,914,942

 

 

 

-

 

 

$60,547,274

 

Cost of revenues

 

 

(35,945,422)

 

 

(10,580,039)

 

 

(11,852,361)

 

 

-

 

 

 

(58,377,822)

Gross profit

 

 

2,098,857

 

 

 

8,014

 

 

 

62,581

 

 

 

-

 

 

 

2,169,452

 

Operating expenses

 

 

(459,615)

 

 

(32,297)

 

 

(287,996)

 

 

(737,281)

 

 

(1,517,189)

Income (loss) from operations

 

 

1,639,242

 

 

 

(24,283)

 

 

(225,415)

 

 

(737,281)

 

 

652,263

 

Other income (expenses)

 

 

1,519,485

 

 

 

(12,064)

 

 

624,292

 

 

 

(829,008)

 

 

1,302,705

 

Income (loss) before income taxes

 

 

3,158,727

 

 

 

(36,347)

 

 

398,877

 

 

 

(1,566,289)

 

 

1,954,968

 

Provision for income taxes

 

 

(373,292)

 

 

-

 

 

 

(1,817)

 

 

-

 

 

 

(375,109)

Net income (loss)

 

$2,785,435

 

 

$

(36,347)

 

 

$397,060

 

 

$

(1,566,289)

 

 

$1,579,859

 

 

 

 

For the six months ended March 31, 2022 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

 

FAMI

 

 

 

total

 

Revenues

 

$31,295,055

 

 

$1,635,180

 

 

$9,205,480

 

 

$

 

 

$42,135,715

 

Cost of revenues

 

 

(28,722,969)

 

 

(1,593,024)

 

 

(8,832,012)

 

 

 

 

 

(39,148,005)

Gross profit

 

 

2,572,086

 

 

 

42,156

 

 

 

373,468

 

 

 

 

 

 

2,987,710

 

Operating expenses

 

 

(463,455)

 

 

(95,927)

 

 

(513,142)

 

 

(2,529,882)

 

 

(3,602,405)

Income (loss) from operations

 

 

2,108,631

 

 

 

(53,771)

 

 

(139,674)

 

 

(2,529,882)

 

 

(614,695)

Other expenses

 

 

52,050

 

 

 

42,526

 

 

 

(61,369)

 

 

(1,860)

 

 

31,347

 

Income (loss) before income taxes

 

 

2,160,681

 

 

 

(11,245)

 

 

(201,043)

 

 

(2,531,742)

 

 

(583,348)

Provision for income taxes

 

 

(3,590)

 

 

 

 

 

 

 

 

 

 

 

(3,590)

Net income (loss)

 

$2,157,091

 

 

$(11,245)

 

$(201,043)

 

$(2,531,742)

 

$(586,939)

 

 
F-12

Table of Contents

 

FARMMI, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 — Summary of significant accounting policies (continued)

 

Consolidation of variable interest entities

 

The condensed consolidating table below disaggregated the Consolidated Statements of Cash Flows of the Company into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated for the six months ended March 31, 2023 and 2022.

 

 

 

For the six months ended March 31, 2023 (unaudited)

 

 

 

 

 

 

WFOE

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

that is the

 

 

 

 

 

 

 

 

 

 

 

 

entities

 

 

primary

 

 

VIE

 

 

 

 

 

 

 

 

 

that are

 

 

beneficiary

 

 

and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

of the VIE

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Net cash (used in) provided by operating activities

 

$30,419,620

 

 

$

(345,212)

 

 

$

(37,321,430)

 

 

$

(4,057,095)

 

 

$

(11,304,117)

 

Net cash provided by (used in) investing activities

 

 

(382)

 

 

-

 

 

 

36,326,659

 

 

 

-

 

 

 

36,326,277

 

Net cash provided by (used in) financing activities

 

 

(4,485)

 

 

331,693

 

 

 

1,004,045

 

 

 

-

 

 

 

1,331,253

 

Effect of exchange rate changes on cash

 

 

1,843,401

 

 

 

(2,514)

 

 

(3,640)

 

 

-

 

 

 

1,837,247

 

Net (decrease) increase in cash and restricted cash

 

 

32,258,154

 

 

 

(16,033)

 

 

5,634

 

 

 

(4,057,095)

 

 

28,190,660

 

Cash, beginning of period

 

 

183,030

 

 

 

37,393

 

 

 

61,196

 

 

 

4,057,179

 

 

 

41,166,331

 

Cash, end of period

 

$32,441,184

 

 

$21,360

 

 

$66,830

 

 

$84

 

 

$69,356,991

 

 

 

 

 

 

For the six months ended March 31, 2022

 

 

 

 

 

 

Other

 

 

WFOE

 

 

 

 

 

 

 

 

 

 

 

 

that is the

 

 

VIE

 

 

 

 

 

 

 

 

 

 

entities

 

 

primary

 

 

VIE 

 

 

 

 

 

 

that are

 

 

beneficiary

 

 

and its

 

 

 

Consolidated

 

 

 

consolidated

 

 

of the VIE

 

 

subsidiaries

 

 

FAMI

 

total

 

Net cash (used in) provided by operating activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

$(44,026,361)

 

$9,735,052

 

 

$47,125,836

 

 

$(6,460,183)

 

$6,374,344

 

Net cash (used in) provided by investing activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

 

(8,389,513)

 

 

2,830,945

 

 

 

(47,365,507)

 

 

 

 

 

(52,924,075)

Net cash provided by financing activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

 

(49,881)

 

 

 

 

 

 

 

 

5,945,400

 

 

 

5,895,519

 

Effect of exchange rate changes on cash and restricted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cash

 

 

(3,381,344)

 

 

39,573

 

 

 

6,410

 

 

 

 

 

 

(3,335,361)

Net increase (decrease) in cash and restricted cash

 

 

(55,847,099)

 

 

12,605,570

 

 

 

(233,261)

 

 

(514,783)

 

 

(43,989,573)

Cash and restricted cash from continuing operations,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

beginning of year

 

 

183,030

 

 

 

116,447

 

 

 

434,135

 

 

 

522,915

 

 

 

59,262,514

 

Cash and restricted cash from continuing operations, end

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of year

 

$(55,664,069)

 

$12,722,017

 

 

$200,874

 

 

$8,132

 

 

$15,272,941

 

 

 
F-13

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 — Summary of significant accounting policies (continued)

 

Consolidation of variable interest entities

 

Cash is transferred within the Company through the banking system in PRC. Under the VIE agreements, the Company intends to distribute 95% of VIE’s earnings after eliminating VIE’s accumulated losses and making appropriation of VIE’s after-tax net income into the statutory surplus reserve based on at least 10% of the after-tax net income determined in accordance with generally accepted accounting principles of the PRC. When there are retained earnings available for distribution, the distribution of VIE’s earnings will be through payment of service fees to Farmmi Agricultural, such service fee is subject to 6% value-added sales tax, other taxes of 12% which calculation is based on 6% value-added taxes and Farmmi Agricultural is subject to corporate income tax up to 25% for its net income. Under the VIE agreements, when there is a change of shareholder in VIE, amount owed by VIE to the Company should be first settled. The condensed consolidating table below quantified the transfer between FAMI, its subsidiaries, VIE and its subsidiaries, WFOE that is the primary beneficiary of the VIE and the investors for the six months ended March 31, 2023 and 2022. These transfers were mainly for the purpose of providing working capital between FAMI, its subsidiaries, VIE and its subsidiaries and WFOE that is the primary beneficiary of the VIE.

 

 

 

Transfer to

 

 

 

Holding

 

 

 

 

Consolidated

 

 

Other

 

 

 

Transfer from

 

Company

 

 

WFOE

 

 

VIE

 

 

subsidiaries

 

 

Investors

 

Holding company

 

 

-

 

 

$291,223

 

 

 

-

 

 

 

-

 

 

 

-

 

WFOE

 

 

-

 

 

 

-

 

 

$418,780

 

 

$7,578,036

 

 

 

-

 

Consolidated VIE

 

 

-

 

 

$5,782,726

 

 

 

-

 

 

$212

 

 

 

-

 

Other subsidiaries

 

 

-

 

 

$1,724,246

 

 

$71,771

 

 

 

-

 

 

 

-

 

 

 
F-14

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Use of estimates

 

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include allowance for doubtful accounts and advances to suppliers, the valuation of inventories, the useful lives of property, plant and equipment, the valuation of beneficial conversion feature of the convertible notes, valuation of the warrants and the valuation of deferred tax assets. Actual results could differ from those estimates.

 

Cash

 

Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. All cash balances are in bank accounts in PRC. Cash maintained in banks within the People’s Republic of China of less than RMB0.5 million ($72,806) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China.

 

Restricted cash

 

The Company adopted Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows: Restricted Cash on October 1, 2018. This ASU applies to all entities that have restricted cash or restricted cash equivalents to be presented in the statement of cash flows under ASC Topic 230. As of March 31, 2023 and September 30, 2022, the Company had restricted cash of nil and nil, respectively.

 

Short-term deposit

 

Short-term deposit relates to fixed terms cash deposits with financial institutions with original maturities of more than three months and less than a year. As of March 31, 2023 and September 30, 2022, the Company had short-term deposit of nil and $35,144,444 earning interest at nil and 2.05% per annum with one year maturity on October 15, 2022, respectively.

 

Short-term investments

 

The Company accounts for all investments in accordance with ASC topic 320 (“ASC 320”), Investments – Debt and Equity Securities. The Company classifies the investments in debt and equity securities as “held-to-maturity”, “trading” or “available-for-sale”, whose classification determines the respective accounting methods stipulated by ASC 320. All investments with original maturities of greater than three months not exceeding twelve months are classified as short-term investments, while those of more than twelve months are classified as long-term investments. Investments that are expected to be realized in cash during the next twelve months are also included in short-term investments. Dividend and interest income, including amortization of the premium and discount arising at acquisition, for all categories of investments in securities, are included in earnings. Any realized gains or losses on the sale of the short-term investments, are determined on a specific identification method, and such gains and losses are reflected in earnings during the period in which gains or losses are realized.

 

The securities that the Company has the positive intent and the ability to hold to maturity are classified as held-to-maturity securities and stated at amortized cost.

 

The securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Unrealized holding gains and losses for trading securities are included in earnings.

 

Investments not classified as trading or as held-to-maturity are classified as available-for-sale securities. Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income. Realized gains or losses are included in earnings during the period in which the gain or loss is realized. An impairment loss on the available-for-sale securities is recognized in the consolidated statements of income when the decline in value is determined to be other-than-temporary.

 

 
F-15

Table of Contents

 

FARMMI, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Accounts receivable, net

 

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful.

 

Advances to suppliers, net

 

Advances to suppliers represent prepayments made to ensure continuous high-quality supplies and favorable purchase prices for premium quality. These advances are directly related to the purchases of raw materials used to fulfill sales orders. The Company is required from time to time to make cash advances when placing its purchase orders. These advances are settled upon suppliers delivering raw materials to the Company when the transfer of ownership occurs. The Company reviews its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.

 

Inventory, net

 

The Company values its inventories at the lower of cost, determined on a weighted average basis, or net realizable value. The Company reviews its inventories periodically to determine if any reserves are necessary for potential obsolescence or if the carrying value exceeds net realizable value.

 

Long-term investments

 

The Company’s long-term investments consist of equity securities without readily determinable fair value.

 

The Company adopted ASC Topic 321, Investments-Equity Securities (“ASC 321”) from September 1, 2018. Pursuant to ASC 321, for equity securities measured at fair value with changes in fair value record in earnings, the Company does not assess whether those investments are impaired. For those equity securities that the Company selects to use the measurement alternative, the Company uses the measurement alternative to measure those investments at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company has to estimate the investment’s fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, (“ASC 820”). If the fair value is less than the investment’s carrying value, the Company recognizes an impairment loss in net income equal to the difference between the carrying value and fair value.

 

As of March 31, 2023 and September 30, 2022, the Company evaluated its investments, taking into consideration, including, but not limited to, the duration, degree and causes of the decline in financial results, its intent and ability to hold the investment and the invested companies' financial performance and near-term prospects. Based on the evaluation, the company’s long-term investment is not impaired.

 

The Company invests from time to time in equity securities of private companies. If the Company determines that the Company has control over these companies, the Company includes them in the consolidated financial statements. If the Company determines that the Company does not have control over these companies, the Company then determines if the Company has an ability to exercise significant influence via voting interests, board representation or other business relationships.

 

The Company accounts for the investments where the Company exercises significant influence using either an equity method of accounting or at fair value by electing the fair value option under Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments. If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, the Company applies it to all its financial interests in the same entity (equity and debt, including guarantees) that are eligible items. All gains and losses from fair value changes, unrealized and realized, are presented as changes in fair values of equity and long-term investments, net on the consolidated statements of income.

 

If the Company concludes that it does not have an ability to exercise significant influence over an investee, the Company may elect to account for the security without a readily determinable fair value using the measurement alternative under ASC Topic 312, Investments – Equity Securities. This measurement alternative allows the Company to measure the equity investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

 

The Company’s long-term investments are equity method investments. Investee companies over which the Company has the ability to exercise significant influence but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

 

Under the equity method, the Company initially records its investment at cost and subsequently recognizes the Company’s proportionate share of each equity investee’s net income or loss after the date of investment into net loss and accordingly adjusts the carrying amount of the investment. The Company reviews its equity method investments for impairment whenever an event or circumstance indicates that any other-than-temporary impairment has occurred. The Company considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investment.

 

An Impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. As of March 31, 2023 and September 30, 2022, the Company had no impairment for long-term investments.

 

 
F-16

Table of Contents

 

FARMMI, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 — Summary of significant accounting policies (continued)

 

Biological assets 

 

Biological assets mainly consist of bamboo forests managed for future bamboo harvest and sales, of which the Company owned 82 forest right certificates with expiry dates ranging from December 30, 2026 to December 9, 2070 and with an area of 9.6 km2. The forest types are mixed mature forests which can be harvested for commercial purposes. The forests mainly consist of bamboo, fir trees and other trees. Biological assets are initially measured at cost and subsequently amortized on a straight-line basis over its estimated useful lives.

 

Amortization expenses were $109,570 and nil for the six months ended March 31, 2023 and 2022, respectively.

 

Property, plant and equipment, net

 

Property, plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use.

 

Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. The estimated useful lives for significant property and equipment are as follows:

 

Forestry

fair value

Plant, machinery and equipment

510 years

Transportation equipment

4 years

Office equipment

35 years

Leasehold improvement

Shorter of lease term or useful life

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred.

 

Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized.

 

Intangible assets, net

 

Intangible assets consist primarily of purchased software. Intangible assets are stated at cost less accumulated amortization, which are amortized using the straight-line method with the estimated useful lives of three years.

 

Amortization expenses were $6,885 and $17,965 for the six months ended March 31, 2023 and 2022, respectively.

 

 
F-17

Table of Contents

 

FARMMI, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Impairment of long-lived assets

 

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the six months ended March 31, 2023 and 2022.

 

Revenue recognition

 

The Company follows ASU 2014-09 Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC 606, to determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract (s) with the customer, (ii)  identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per ton.

 

The Company’s contract liabilities primarily include advance from customers. As of March 31, 2023 and September 30, 2022, the contract liabilities are $479,490 and $637,165, respectively, and included in other current liabilities on the consolidated balance sheets. For the six months ended March 31, 2023 and 2022, there was no revenue recognized from performance obligations related to prior periods.

 

Cost of revenues

 

Cost of revenues includes cost of raw materials purchased, inbound freight cost, cost of direct labor, depreciation expense and other overhead.

 

Write-down of inventory for lower of cost or net realizable value adjustments is also recorded in cost of revenues.

 

 
F-18

Table of Contents

 

FARMMI, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Earnings (loss) per share

 

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings per Share (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

The component of basic and diluted EPS were as follows:

 

Six months ended March 31,

 

2023

 

 

2022

 

Net income (loss) available for ordinary shareholders (A)

 

$1,579,859

 

 

$

(586,939)

 

 

 

 

 

 

 

 

 

Weighted average outstanding ordinary shares (B)

 

 

 

 

 

 

 

- basic

 

 

23,906,985

 

 

 

22,583,259

 

- diluted

 

 

38,029,792

 

 

 

22,583,259

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per ordinary share - basic (A/B)

 

$0.07

 

 

$

(0.03)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per ordinary share - diluted (A/B)

 

$0.04

 

 

$

(0.03)

 

 

 
F-19

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Fair value of financial instruments

 

The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.

 

The three levels are defined as follows:

 

Level 1 — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

 

Level 3 — Inputs to the valuation methodology are unobservable.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, short-term deposit, short-term investments, notes receivable, accounts receivable, advances to suppliers, other current assets, short-term bank loans accounts payable, due to related parties, operating lease liabilities –current and other current liabilities, approximate their recorded values due to their short-term in nature. The fair value of longer term operating lease liabilities approximate their recorded values as their stated interest rates approximate the rates currently available.

 

 
F-20

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Beneficial conversion feature

 

The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable is retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

 

Debt issuance costs and debt discounts

 

The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed.

 

Fair value of the embedded derivatives in the convertible promissory notes

 

The convertible promissory notes consisted of a liability component (“financial liability”) and an embedded derivative conversion feature (“derivative liability”). The net proceeds of these convertible promissory notes were first allocated to the fair value of the derivative liability. Subsequent changes in fair value of the derivative liability were recorded in other income.

 

The Company measures the fair value of the embedded derivative by reference to the fair value on the issuance date and maturity date of the convertible promissory notes and revalues them at each reporting date. In determining the fair value of the embedded derivatives, the Company used the Black-Scholes option pricing model with the following assumptions: average volatility rate; market price at the reporting date; risk-free interest rate; and the remaining life of the embedded derivatives. The inputs used in the Black-Scholes model are taken from observable markets. Changes to assumptions used can affect the amounts recognized in the consolidated financial statements.

 

 
F-21

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Concentrations of credit risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and advances to suppliers. As of March 31, 2023 and September 30 2022, $69,332,191 and $76,308,051 of the Company’s cash is maintained in banks within the People’s Republic of China of which deposits of RMB0.5 million (equivalent to $72,806) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. The Company has not experienced any losses in such accounts. A significant portion of the Company’s sales are credit sales primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas. The Company also makes cash advances to certain suppliers to ensure the stable supply of key raw materials. The Company performs ongoing credit evaluations of its customers and key suppliers to help further reduce credit risk.

 

Comprehensive income (loss)

 

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity but are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustment from the Company not using the U.S. dollar as its functional currency.

 

Leases

 

The Company adopted ASU 2016-02, Leases on October 1, 2019 and used the alternative transition approach which permits the effects of adoption to be applied at the effective date. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits the Company not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the short-term lease exemption and combining the lease and non-lease components practical expedients. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The most significant impact upon adoption relates to the recognition of new Right-of-use (“ROU”) assets and lease liabilities on the Company’s consolidated balance sheets for office space operating leases.

 

 
F-22

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Foreign currency translation

 

The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The unaudited condensed consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

 

The exchange rates in effect as of March 31, 2023 and September 30, 2022 were RMB1 for $0.1456 and $0.1406, respectively. The average exchange rates for the six months ended March 31, 2023 and 2022 were RMB1 for $0.1434 and $0.1573, respectively.

 

Shipping and handling expenses

 

All shipping and handling costs are expensed as incurred and included in selling expenses. Total shipping and handling expenses were $37,053 and $105,918 for the six months ended March 31, 2023 and 2022, respectively, which included selling and distribution expenses in the accompanying unaudited condensed statements of operations.

 

 

 
F-23

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Value added tax

 

The Company is generally subject to the value added tax (“VAT”) for selling merchandise, except for FLS Mushroom. Before May 1, 2018, the applicable VAT rate was 13% or 17% (depending on the type of goods involved) for products sold in PRC. After May 1, 2018, the Company is subject to a tax rate of 12% or 16%, and after April 1, 2019, the tax rate was further reduced to 9% or 13% based on the new Chinese tax law. Pursuant to approval issued by the State Administration of Taxation, Nongyuan Network’s and Nongmi East’s major operation can be classified as agriculture products and its revenue is exempt from VAT. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice of PRC, the Company pays VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued. In the event the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax authorities have the right to assess a penalty based on the amount of taxes which is determined to be late or deficient, with any penalty being expensed in the period when a determination is made by the tax authorities that a penalty is due. During the reporting periods, the Company had no dispute with PRC tax authorities and there was no tax penalty incurred.

 

Income taxes

 

The Company is subject to the income tax laws of the PRC and a subsidiary in Canada is subject to income tax laws of Canada. The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or not be deductible in the future.

 

ASC 740-10-25 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There were no material uncertain tax positions as of March 31, 2023 and September 30, 2022. As of March 31, 2023, the tax years ended December 31, 2015 through December 31, 2022 for the Company’s PRC subsidiary remain open for statutory examination by PRC tax authorities.

 

Statement of Cash Flows

 

In accordance with ASC 230, Statement of Cash Flows, cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

 

 
F-24

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Risks and uncertainties

 

The operations of the Company are located in PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in PRC, in addition to the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political and social conditions in PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

The Company’s sales, purchases and expense transactions are denominated in RMB, and a substantial part of the Company’s assets and liabilities are also denominated in RMB. RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China, the central bank of China. Remittances in currencies other than RMB may require certain supporting documentation in order to effect the remittance.

 

The Company’s operating entities in PRC do not carry any business interruption insurance, product liability insurance or any other insurance policy except for a limited property insurance policy. As a result, the Company may incur uninsured losses, increasing the possibility that investors would lose their entire investment in the Company.

 

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

 

 
F-25

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2 - Summary of significant accounting policies (continued)

 

Recent accounting pronouncements

 

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and ASU 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, the Company plans to adopt this guidance effective October 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2016-13 on its unaudited condensed consolidated financial statements but does not expect this guidance will have a material impact on its unaudited condensed consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for both Subtopics. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

 

 
F-26

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 3 — Accounts receivable, net

 

Accounts receivable consisted of the following:

 

 

 

 As of

 

 

 As of

 

 

 

 March 31

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

(unaudited)

 

 

 

 

Accounts receivable

 

$27,477,450

 

 

$16,358,493

 

Less: allowance for doubtful accounts

 

 

(135,537)

 

 

(7,249)

Accounts receivable, net

 

$27,341,913

 

 

$16,351,244

 

 

Allowance for doubtful accounts of $135,537 and $7,249 was made for certain accounts receivable as of March 31, 2023 and September 30, 2022, respectively.  

 

 
F-27

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 4 — Advances to suppliers, net

 

Advances to suppliers consisted of the following:

 

 

 

As of

 

 

As of

 

 

 

March 31

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Advances to suppliers

 

$58,979,620

 

 

$48,636,862

 

Less: allowance for doubtful accounts

 

 

(3,375)

 

 

(3,258)

Advances to suppliers, net

 

$58,976,245

 

 

$48,633,604

 

 

On April 1, 2016, the Company entered into two separate framework supply agreements (“Framework Agreements”) with two co-operatives, Jingning Liannong Trading Co., Ltd (“JLT”) and Qingyuan Nongbang Mushroom Industry Co., Ltd (“QNMI”). These two Framework Agreements were renewed for another three years in April 2019 upon expiration and were further renewed for another three years in June 2021. Jingning County and Qingyuan County where JLT and QNMI are located produce premium Shiitake and Mu Er.

 

In order to enter into the trading of agricultural products in bulk, the Company signed a framework agreement on agricultural products purchase and sales cooperation with Ningbo Caixiang Trading Co., Ltd. on May 25, 2021. Ningbo Caixiang Trading Co., Ltd. is located in Ningbo City, a port city, and is the gathering and distributing place of agriculture products in bulks in the Yangtze River Delta region, with rich resources of agricultural products. The contract with Ningbo Caixiang Trading Co., Ltd. expired in May 2022, and the two parties renewed the agricultural product supply agreement in May 2022, with a validity of 3 years. The agreement agreed that Ningbo Caixiang should provide the Company with agricultural products of no less than RMB200 million yuan (including but not limited to cotton, corn, etc.) and pay part of the payment in advance to lock up the goods.

 

On April 1, 2020, the Company signed a framework cooperation agreement with Lishui Zhelin Trade Co., Ltd. (“Zhelin Trade”), which is valid for 4 years. Zhelin Trade is located in the agricultural product distribution center in Liandu District - Southwest Zhejiang Agricultural Trade City, which has convenient logistics and timely agricultural product information. Therefore, the cooperation agreement stipulates that Zhelin Trade will process and deliver edible mushroom products on behalf of Zhelin Trade, and the Company is required to make advance payment to ensure the timeliness of goods supply and delivery.

 

Due to the increase of edible fungus business and preventing untimely supply of goods arising from natural disasters, the Company signed a cooperation agreement with Suizhou Huayu Ecological Agriculture Co., Ltd. on August 1, 2022. Suizhou Huayu is located in Suizhou City, Hubei Province. Suizhou City is the main production area of edible fungi in central China. The cultivation of edible fungi in this area is mainly family farms and cooperatives. Advance payment is required to ensure supply, The timely and stable supply of goods and the quality of goods can be guaranteed by paying the suppliers in advance.

 

Many competitors of the Company and other large buyers go there to source their supplies. Family farms and co-operatives traditionally request advance payments to secure supplies. By making advance payments to these suppliers, the Company is also able to lock in a more favorable price for premium quality than would be available in the open market.

 

The Framework Agreements only provide general guidelines. Actual prices are negotiated and agreed upon in individual purchase orders, and are typically set at market prices based on the quality grade and quantities determined and agreed with the suppliers. Prices may vary based on market demand and crop condition etc. The Company can generally secure the premium quality raw material supplies at prices slightly higher than the typical market prices for average quality raw materials. The quality of supplies must meet standardized specifications of both the mushroom industry and standards set by the Company.

 

The Company advances certain initial payments based on its estimated purchase plan from these suppliers and additional advances based on individual purchase orders placed. The Company pays advances for no other reason than to secure an adequate supply of dried mushrooms to meet its sales demands. The Company’s purchase orders require that the advances shall be refunded by suppliers if they fail to produce any dried mushrooms or fail to deliver supplies to the Company timely.

 

Advances to suppliers are carried at cost and evaluated for recoverability. The realizability evaluation process is similar to that of the lower of cost or net realizable value evaluation process for inventories. The Company periodically evaluates its advances for recoverability by monitoring suppliers’ ability to deliver a sufficient supply of mushrooms as well as current crop and market condition. This includes analyzing historical quantity and quality of production with monitoring of crop information provided by the Company’s field personnel related to weather or disaster or any other reason. If for any reason the Company believes that it will not receive supplies of the contracted volumes, the Company will assess its advances for any likelihood of recoverability and adjust advances on its financial statements at the lower of cost or estimated recoverable amounts. The advances are made primarily to these suppliers, which are co-operatives formed by many family farms, with which the Company has had long-term relationships over the years. If any of these family farms fail to deliver supplies, the Company would expect to receive a refund of the advances through these suppliers. The Company accrues for any allowance for possible loss on advances when there is doubt as to the collectability of the refund. Allowance for doubtful accounts of $3,375 and $3,258 was made for certain advances to suppliers as of March 31, 2023 and September 30, 2022, respectively.

 

 
F-28

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 5 — Inventories, net

 

Inventories, net, from the Company’s continuing operations consisted of the following:

 

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Raw materials

 

$418,788

 

 

$620,252

 

Packaging materials

 

 

80,346

 

 

 

63,703

 

Finished goods

 

 

63,325

 

 

 

81,975

 

Inventory

 

 

562,459

 

 

 

765,930

 

Less: allowance for inventory reserve

 

 

(120,275)

 

 

(49,652)

Inventory, net

 

$442,184

 

 

$716,278

 

 

As of March 31, 2023 and September 30, 2022, allowance for inventory reserve was $0.1 million and $0.05 million, respectively.

 

Note 6 — Property, plant and equipment, net

 

Property, plant and equipment, stated at cost less accumulated depreciation, consisted of the following:

 

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

 (unaudited)

 

 

 

 

 Plant, machinery and equipment

 

$66,756

 

 

$64,449

 

 Transportation equipment

 

 

51,004

 

 

 

49,241

 

 Office equipment

 

 

20,980

 

 

 

20,254

 

 Subtotal

 

 

138,740

 

 

 

133,944

 

 Accumulated depreciation

 

 

(105,182)

 

 

(89,076)

 Total

 

$33,558

 

 

$44,868

 

 

Depreciation expense was $12,724 and $18,375 for the six months ended March 31, 2023 and 2022, respectively.

 

 
F-29

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    

Note 7 — Loans

 

The following table summarizing the loan commencement date, loan maturity date, loan amount in RMB and its equivalent to the United States dollar, and the effective annual interest rate of each secured and unsecured short-term and long-term loan:

 

 

 

 

 

 

 

As of

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

September 30,

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Loan

 

Loan

 

Loan

 

 

Loan

 

 

Loan

 

 

Effective

 

 

 

 

 

commencement

 

maturity

 

amount

 

 

amount

 

 

amount

 

 

interest

 

 

 

As of March 31, 2023

 

date

 

date

 

in RMB

 

 

in USD

 

 

in USD

 

 

rate

 

 

Note

 

Secured short-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

China Guangfa Bank Co., Ltd.

 

November 1, 2022

 

October 31, 2023

 

 

5,000,000

 

 

$728,056

 

 

 

-

 

 

 

3.95%

 

 

1

 

Industrial Bank Co., Ltd

 

January 16, 2023

 

January 14, 2024

 

 

2,000,000

 

 

 

291,223

 

 

 

-

 

 

 

5.13%

 

 

2

 

Total secured short-term loans

 

 

 

 

 

 

7,000,000

 

 

$1,019,279

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured short-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of Beijing

 

January 17, 2023

 

January 17, 2024

 

 

3,000,000

 

 

 

436,834

 

 

 

-

 

 

 

4.65%

 

 

 

 

Total unsecured short-term loans

 

 

 

 

 

 

3,000,000

 

 

$436,834

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total short-term loans

 

 

 

 

 

 

10,000,000

 

 

$1,456,113

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured long-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term loans, current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of Beijing

 

April 6, 2022

 

April 5, 2026

 

 

8,000,000

 

 

$1,164,890

 

 

$1,124,622

 

 

 

4.8%

 

 

3

 

Huaneng Guicheng Trust Co., Ltd.

 

August 14, 2022

 

August 1, 2024

 

 

575,000

 

 

 

83,726

 

 

 

80,832

 

 

 

14.4%

 

 

4

 

Huaneng Guicheng Trust Co., Ltd.

 

December 30, 2022

 

December 28, 2024

 

 

430,000

 

 

 

62,613

 

 

 

-

 

 

 

12.91%

 

 

4

 

Jiangsu Suning Bank

 

September 2, 2022

 

September 1, 2024

 

 

1,000,000

 

 

 

145,611

 

 

 

140,578

 

 

 

12.0%

 

 

5

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

July 1, 2022

 

July 1, 2024

 

 

800,000

 

 

 

116,489

 

 

 

112,462

 

 

 

14.4%

 

 

6

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

April 30, 2021

 

April 28, 2023

 

 

47,620

 

 

 

6,934

 

 

 

46,859

 

 

 

10.8%

 

 

6

 

Total long-term loans, current portion

 

 

 

 

 

 

10,852,620

 

 

$1,580,263

 

 

$1,505,353

 

 

 

 

 

 

 

 

 

Long-term loans, non-current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Huaneng Guicheng Trust Co., Ltd.

 

December 30, 2022

 

December 28, 2024

 

 

322,500

 

 

 

46,960

 

 

 

-

 

 

 

12.91%

 

 

4

 

Huaneng Guicheng Trust Co., Ltd.

 

August 14, 2022

 

August 1, 2024

 

 

191,667

 

 

 

27,909

 

 

 

57,988

 

 

 

14.4%

 

 

4

 

Jiangsu Suning Bank

 

September 2, 2022

 

September 1, 2024

 

 

500,000

 

 

 

72,806

 

 

 

140,578

 

 

 

10.08%

 

 

5

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

July 1, 2022

 

July 1, 2024

 

 

200,000

 

 

 

29,122

 

 

 

93,719

 

 

 

14.4%

 

 

6

 

Total long-term loans, non-current portion

 

 

 

 

 

 

1,214,167

 

 

$176,797

 

 

$292,285

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total short-term and long-term loans

 

 

 

 

 

 

22,066,787

 

 

$3,213,173

 

 

$1,797,638

 

 

 

 

 

 

 

 

 

 

(1)

The loan is guaranteed by Ms Xinyang Wang, the 100% shareholder of Nongyuan Network, Ms Aihong Wang, sister to Mr Zhengyu Wang, Chairman of the Company, and Mr. Dehong Zhang, a legal representative of Farmmi Food.

 

 

(2)

The loan is guaranteed by Mr. Dehong Zhang, a legal representative of Farmmi Food for up to RMB2 million ($291,223).

 

 

(3)

The loan is guaranteed by Ms Xinyang Wang, the 100% shareholder of Nongyuan Network, for up to RMB16 million ($2.2 million) of the outstanding principal and interest and is collateralized by a property owned by Ms Xinyang Wang which has a valuation of RMB19.2 million ($2.7 million).

 

 

(4)

These loans are guaranteed by a related party, Mr. Dehong Zhang, a legal representative of Farmmi Agricultural for up to RMB3 million ($0.4 million) of the outstanding principal and interest.

 

 

(5)

This loan is guaranteed by the CEO of the Company, Ms Yefang Zhang on the outstanding principal and interest.

 

 

(6)

These loans are guaranteed by a related party, Mr. Dehong Zhang, a legal representative of Farmmi Agricultural for up to RMB3 million ($0.4 million) of the outstanding principal and interest.

 

Interest expenses amounted to $76,799 and $85,125 for the six months ended March 31, 2023 and 2022, respectively.

 

 
F-30

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 8 - Convertible promissory notes and derivative liability

 

On September 26, 2022, the Company completed a $6.42 million convertible promissory note with an institutional investor (the “Investor”). Pursuant to the Securities Purchase Agreement, dated as of September 26, 2022, the Company issued and sold to the Investor a convertible promissory note of $6.42 million due on September 25, 2023, convertible into ordinary shares, $0.025 par value per share, at a discount of $0.42 million. Upon issuance, this convertible promissory note converts at the 80% of the market price. The Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $3.87 million and a debt discount of $3.87 million upon issuance of this convertible promissory note. As of March 31, 2023 and September 30, 2022, the fair value of this derivative liability was nil and $3.45 million, the change in fair value of derivative liability of $2.1 million and $0.42 million was recorded in other income, respectively. The debt discount was amortized over the term of the convertible promissory note and, as of March 31, 2023 and September 30, 2022 the Company recorded amortization of debt issuance cost of $1.5 million and $48,160 in other expenses, respectively. As of March 31, 2023 and September 30, 2022, the balance of the convertible promissory note, net of amortization, amounted to $6.2 million and $2.18 million, respectively.

 

Subsequent to September 30, 2022, the Company received comments from the Staff of NASDAQ Listing Qualifications that the Note did not provide for a floor price for the possible future conversions and that a future priced security without a floor price has public interest implications pursuant to NASDAQ Listing Rule 5101 (the “Rule”); management of the Company has determined that the floor price under the Note is assumed to be $0.12, which is calculated based on an 80% discount of the Nasdaq Minimum Price of $0.5785 on the date of the Company’s entry into the Agreement with the Investor; and the Company believes it to be in the best interests of the Company and the shareholders that the Company shall repay the Note in cash in the event conversions would result in the aggregate effective conversion price falling below $0.12.

 

On April 7, 2023 and May 3, 2023, the Investor redeemed $0.15 million and $0.2 million of the outstanding balance at a conversion price of $0.3645 and $0.3501 and 411,522 and 571,265 ordinary shares were issued as a result of conversion, respectively.

 

On June 16, 2023 and July 25, 2023, the Investor redeemed $0.2 million and $0.35 million of the outstanding balance at a conversion price of $0.3599 and $0.3622 and 561,955 and 966,316 ordinary shares were issued as a result of conversion, respectively.

 

 
F-31

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 9 —Shareholders’ Equity

 

Ordinary shares

 

On September 12, 2020, the authorized share capital of the Company was increased from 20,000,000 ordinary shares of $0.001 par value each to 200,000,000 ordinary shares of $0.001 par value each. On July 22, 2021, the authorized share capital of the Company was increased from 200,000,000 ordinary shares of $0.001 par value each to 600,000,000 ordinary shares of $0.001 par value each. On May 31, 2022, the Company consolidated its ordinary share at the ratio of one-for-twenty-five. The authorized number of ordinary shares was reduced from 600,000,000 ordinary shares, $0.001 par value, to 24,000,000 ordinary shares, $0.025 par value.

 

Statutory reserve

 

The Company is required to make appropriations to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”).

 

Appropriations to the statutory surplus reserve are required to be at least 10% of the after tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. As of March 31, 2023 and September 30, 2022, the balance of the required statutory reserves was $0.6 million and $1.2 million, respectively.

 

 
F-32

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 10 — Concentration of major customers and suppliers

 

For the six months ended March 31, 2023, two major customers accounted for approximately 27.7% and 21.7% of the Company’s total sales. For the six months ended March 31, 2022, one major customer accounted for approximately 39% of the Company’s total sales. Any decrease in sales to these major customers may negatively impact the Company’s operations and cash flows if the Company fails to increase its sales to other customers.

 

As of March 31, 2023, two major customers accounted for approximately 57% and 26.5% of the Company’s accounts receivable balance. As of September 30, 2022, two major customers accounted for approximately 65% and 34% of the Company’s accounts receivable balance.

 

For the six months ended March 31, 2023, four major suppliers accounted for approximately 16.7%, 15.7%, 12.8% and 12.2% of the total purchases. For the six months ended March 31, 2022, three major suppliers accounted for approximately 33%, 15% and 12% of the total purchases.

 

As of March 31, 2023, five major suppliers accounted for approximately 27.0%, 26.5%, 20.7%, 13.8% and 10.4% of the Company’s advances to suppliers balance. As of September 30, 2022, four major suppliers accounted for approximately 35%, 26%, 15% and 15% of the Company’s advances to suppliers’ balance.

 

Note 11 — Leases

 

The Company rent its factories in Lishui City Zhejiang Province from a related party, Zhejiang Tantech Bamboo Technology Co., Ltd., for processing dried edible fungi and a floor in an office building in Hangzhou from third parties.

 

As of March 31, 2023 and September 30, 2022, the remaining average lease term was an average of 7.5 years and 8.2 years, respectively. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the Company from its lessors. Instead, the Company estimates its incremental borrowing rate based on actual incremental borrowing interest rates from financial institutions in order to discount lease payments to present value. The weighted average discount rate of the Company’s operating leases was 10.1% per annum and 10.0% per annum, as of March 31, 2023 and September 30, 2022, respectively.

 

 
F-33

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 11 - Leases (continued)

 

Supplemental balance sheet information related to operating leases was as follows:

 

As of

As of

March 31,

September 30,

2023

2022

Right-of-use assets under operating leases

$579,901$534,351

Operating lease liabilities, current

70,62146,543

Operating lease liabilities, non-current

523,988517,156

Total operating lease liabilities

$594,609$563,699

 

 

 

 As of

 

 

 

 March 31,

 

 

 

2023

 

For the remaining months of fiscal 2023

 

$64,221

 

Fiscal 2024

 

 

125,243

 

Fiscal 2025

 

 

105,149

 

Fiscal 2026

 

 

105,149

 

Fiscal 2027

 

 

105,149

 

Thereafter

 

 

351,807

 

Total Future minimum lease payments

 

 

856,718

 

Less: Imputed interest

 

 

(262,109)

Total

 

$594,609

 

 

Note 12 — Segment reporting

 

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

 

The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company currently has three main products from which revenue is earned and expenses are incurred: Shiitake Mushroom, Mu Er Mushroom and other edible fungi and other agricultural products. The operations of these product categories have similar economic characteristics. In particular, the Company uses the same or similar production processes; sells to the same or similar type of customers and uses the same or similar methods to distribute these products. The resources required by these products share high similarity. Switching cost between different products is minimal. Production is primarily determined by sales orders received and market trend. Therefore, management, including the chief operating decision maker, primarily relies on the revenue data of different products in allocating resources and assessing performance. Based on management’s assessment, the Company has determined that it has only one operating segment and therefore one reportable segment as defined by ASC.

 

 
F-34

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 12 — Segment reporting (continued)

 

The following table presents revenue by major product categories (from third parties and related party) from the Company’s continuing operations for the six months ended March 31, 2023 and 2022, respectively:

 

 

 

 For the six months ended March 31,

 

 

 

2023

 

 

2022

 

Tapioca

 

$31,472,734

 

 

 

-

 

Corn

 

 

9,334,913

 

 

 

10,209,876

 

Shiitake

 

 

8,841,248

 

 

 

10,009,944

 

Mu Er

 

 

7,540,236

 

 

 

10,854,307

 

Cotton

 

 

1,893,711

 

 

 

10,283,106

 

Corn starch

 

 

1,354,432

 

 

 

-

 

Other edible fungi

 

 

110,000

 

 

 

778,482

 

 

 

 

 

 

 

 

 

 

Total

 

$60,547,274

 

 

$42,135,715

 

 

All of the Company’s long-lived assets are located in PRC. As the Company generates all of its revenue in PRC, no geographical segments are presented.

 

Note 13 — Related party transactions

 

The relationship and the nature of related party transactions are summarized as follow:

 

Name of related party

 

Relationship to the Company

 

Nature of transactions

Forasen Group Co., Ltd. ("Forasen Group")

 

Owned by Mr Zhengyu Wang, the Chairman of Board of Directors of the Company

 

Purchases from the Company

Zhejiang Tantech Bamboo Technology Co., Ltd

 

Under common control of Mr Zhengyu Wang and Ms Yefang Zhang, CEO of the Company

 

Lease factory building to the Company; purchases from the Company

Hangzhou Forasen Technology Co., Ltd

 

Controlled by Mr. Zhengyu Wang

 

Sublease of office space from the Company.

Xinyang Wang

 

Shareholder of Nongyuan Network

 

Provide guarantees and a real property as additional security for certain loans.

Dehong Zhang

 

Ms Yefang Zhang's, CEO of the Company, brother

 

Provide guarantees as an additional security for certain loans

Ms Aihong Wang

 

Mr Zhengyu Wang's, the Chairman of Board of Directors of the Company, sister.

 

Provide a guarantee as an additional security for a revolving loan

 

 
F-35

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 13 — Related party transactions (continued)

 

Due from related parties consisted of the following:

 

 

 

As of

 

 

As of

 

 

 

March 31,

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Xinyang Wang

 

 

-

 

 

$59,983

 

Zhejiang Yili Yuncang Holding Group Co., Ltd

 

$13,350

 

 

 

-

 

FarmNet

 

 

4,100

 

 

 

-

 

Epakia Canada Inc

 

 

2,996

 

 

 

-

 

Dehong Zhang

 

 

146

 

 

 

-

 

Shanghai Zhongjian Yiting Medical Health Technology Partnership

 

 

328

 

 

 

-

 

Total

 

$20,920

 

 

$59,983

 

 

As of March 31, 2023, balances due from related parties mainly consisted of payment of expenses on behalf of related parties.

 

Due to related parties consisted of the following:

 

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

 (unaudited)

 

 

 

 

Zhejiang Tantech Bamboo Technology Co., Ltd.

 

$1,087

 

 

$948

 

Forasen Holdings Group Co., Ltd

 

 

178

 

 

 

-

 

Total

 

$1,265

 

 

$948

 

 

As of March 31, 2023, due to related parties mainly consisted of water and electricity expenses payable to related parties during the Company’s normal course of business. These payables were non-interest bearing and due on demand.

 

Sales to related parties

 

The Company periodically sells merchandise to its related parties during the ordinary course of business. For the six months ended March 31, 2023 and 2022, the Company recorded sales to related parties of nil and $1,050, respectively.

 

Operating lease from related parties

 

The following table summarizing operating leases with related parties, Zhejiang Tantech Bamboo Technology Co., Ltd., detailing lease begin date, lease end date, leasing purpose, leasing areas in square meters, annual rent in RMB and its equivalent in USD.

 

Zhejiang Tantech Bamboo Technology Co., Ltd.

 

 Lease No 1

 

 

 Lease No. 2

 

 

 Lease No. 3

 

 

 

 

Lease begin date

 

August 1, 2021

 

 

July 14, 2021

 

 

March 1, 2023

 

 

 

 

Lease end date

 

July 31, 2031

 

 

July 13, 2031

 

 

February 29, 2028

 

 

 

 

Leasing purpose

 

Factory building

 

 

Factory building

 

 

Office

 

 

Total

 

Annual rent in RMB

 

 

168,854

 

 

 

421,431

 

 

 

131,835

 

 

 

722,120

 

Annual rent in USD

 

$24,220

 

 

$60,448

 

 

$18,910

 

 

$103,578

 

Area (in square meters)

 

 

1,180

 

 

 

1,914

 

 

 

479

 

 

 

3,573

 

 

For the six months ended March 31, 2023 and 2022, the Company recorded lease expense of $43,910 and $13,278, respectively.

 

 
F-36

Table of Contents

 

FARMMI, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 13 — Related party transactions (continued)

 

Sublease to a related party

 

In August 2020, the Company entered into a sublease agreement with Hangzhou Forasen Technology Co., Ltd to sublease its office space. The lease term is two years with annual rent of RMB283,258 (equivalent of $41,639). This lease was terminated on February 14, 2022.

 

For the six months ended March 31, 2023 and 2022, the Company recorded lease income of nil and $21,555, respectively.

 

Guarantees and collaterals provided by related parties

 

The Company’s related parties provide guarantees for the Company’s short-term bank loans (see Note 7). The Company’s related party also pledged their properties as collaterals to safeguard the Company’s short-term bank loans (see Note 7).

 

Note 14 – Subsequent events

 

1.On July 12, 2023, the Company entered into a securities purchase agreement with certain purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers and the Purchasers agreed to purchase from the Company, an aggregate of 21,052,632 ordinary shares, par value $0.025 per share of the Company, at a price of $0.38 per share for aggregate gross proceeds of $8 million (the “Transaction”).

 

On July 18, 2023, the Company closed the Transaction.

 

2.Subsequent to March 31, 2023, the Company entered into 13 loan agreements with five financial institutions and obtained a total of $1.5 million short-term loans from one financial institution at a weighted average effective interest rate of 3.5% per annum and weighted average of one year loan period; and a total of $0.7 million long-term loans from four financial institutions at a weighted average effective interest rate of 2.6% per annum and weighted average of two years loan period. These loans are all guaranteed by a related party, Mr. Dehong Zhang, Ms Yefang Zhang's, CEO of the Company, brother, for the outstanding principal and interest and is collateralized by a property owned by Mr. Dehong Zhang for additional security.

 

3. On April 7, 2023 and May 3, 2023, the Investor redeemed $0.15 million and $0.2 million of the outstanding balance at a conversion price of $0.3645 and $0.3501 and 411,522 and 571,265 ordinary shares were issued as a result of conversion, respectively.

 

On June 16, 2023 and July 25, 2023, the Investor redeemed $0.2 million and $0.35 million of the outstanding balance at a conversion price of $0.3599 and $0.3622 and 561,955 and 966,316 ordinary shares were issued as a result of conversion, respectively.

 

 
F-37
nullnullv3.23.2
Cover
6 Months Ended
Mar. 31, 2023
Cover [Abstract]  
Entity Registrant Name Farmmi, Inc.
Entity Central Index Key 0001701261
Document Type 6-K
Amendment Flag false
Current Fiscal Year End Date --09-30
Document Period End Date Mar. 31, 2023
Document Fiscal Period Focus Q2
Document Fiscal Year Focus 2023
Entity File Number 001-38397
Entity Address Address Line 1 Fl 1, Building No. 1,888 Tianning Street
Entity Address Address Line 2 Liandu District
Entity Address City Or Town Lishui
Entity Address Country CN
Entity Address Postal Zip Code 323000
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Current Assets    
Cash $ 69,356,991 $ 41,167,501
Short-term deposit 0 35,144,444
Short-term investments 648 5,820
Notes receivable 14,284 3,528,235
Accounts receivable, net 27,341,913 16,351,244
Advances to suppliers, net 58,976,245 48,633,604
Other receivable 0 7,440,705
Inventories, net 442,184 716,278
Other current assets 410,362 206,566
Due from a related party 20,920 59,983
Total current assets 156,563,547 153,254,380
Biological assets 9,872,611 9,638,722
Long-term investments 7,331,787 140,578
Property, plant and equipment, net 33,558 44,868
Intangible assets, net 0 6,747
Right-of-use assets, net 579,901 534,351
Deferred tax assets 169,051 163,207
Total Assets 174,550,455 163,782,853
Current Liabilities    
Short-term loans 1,456,113 0
Long-term loans - current portion 1,580,263 1,505,353
Convertible promissory notes 6,225,425 2,178,511
Derivative liability 0 3,450,000
Note payable 12,828 12,385
Accounts payable 1,205,464 197,137
Due to related parties 1,265 948
Operating lease liabilities - current 70,621 46,543
Other current liabilities 1,306,381 898,444
Total current liabilities 11,858,360 8,289,321
Long-term loans - non-current portion 176,797 292,285
Operating lease liabilities - non-current 523,988 517,156
Total Liabilities 12,559,145 9,098,762
Shareholders' Equity    
Ordinary share, $0.025 par value, 24,000,000 shares authorized, 23,906,985 and 23,906,985 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively 597,675 597,675
Additional paid-in capital 152,162,658 152,162,658
Statutory reserve 563,236 1,153,813
Retained earnings 17,112,140 14,903,491
Accumulated other comprehensive (loss) income (8,444,399) (14,133,546)
Total Farmmi, Inc.'s Shareholders' Equity 161,991,310 154,684,091
Noncontrolling Interest 0 0
Total Shareholders' Equity 161,991,310 154,684,091
Total Liabilities and Shareholders' Equity $ 174,550,455 $ 163,782,853
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2023
Sep. 30, 2022
Condensed Consolidated Balance Sheets    
Common stock, par or stated value per share (in dollars per share) $ 0.025 $ 0.025
Common stock, shares authorized 24,000,000 24,000,000
Common stock, shares, issued 23,906,985 23,906,985
Common stock, shares, outstanding 23,906,985 23,906,985
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Revenues    
Sales to third parties $ 60,547,274 $ 42,134,665
Sales to related parties 0 1,050
Total revenues 60,547,274 42,135,715
Cost of revenues (58,377,822) (39,148,005)
Gross profit 2,169,452 2,987,710
Operating expenses    
Allowance for doubtful accounts (193,932) (361,847)
Selling and distribution expenses (52,146) (127,345)
General and administrative expenses (1,271,111) (3,113,213)
Total operating expenses (1,517,189) (3,602,405)
Income (loss) from operations 652,263 (614,695)
Other income (expenses)    
Change in fair value of derivative liability 2,129,709 0
Interest income 751,791 71,814
Interest expense (302,707) (122,290)
Amortization of debt issuance costs (1,476,435) 0
Loss from extinguishment (1,255,942) 0
Government grant 1,456,032 0
Other income, net 257 81,823
Total other income, net 1,302,705 31,347
Income (loss) before income taxes 1,954,968 (583,348)
Provision for income taxes (375,109) (3,590)
Net income (loss) 1,579,859 (586,938)
Comprehensive income    
Net income (loss) 1,579,859 (586,938)
Foreign currency translation 5,689,147 2,430,396
Comprehensive income attributable to Farmmi, Inc. $ 7,269,006 $ 1,843,458
Weighted average number of ordinary shares    
Basic 23,906,985 22,583,259
Diluted 38,029,792 22,583,259
Earnings (loss) per ordinary share    
Basic $ 0.07 $ (0.03)
Diluted $ 0.04 $ (0.03)
v3.23.2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)
Total
Accumulated Other Comprehensive Income (Loss)
Common Stock
Additional Paid-In Capital
Statutory Reserve
Retained Earnings (Accumulated Deficit)
Total Farmmi Inc Shareholders Equity
Non-controlling Interest
Balance, shares at Sep. 30, 2021     22,311,215          
Balance, amount at Sep. 30, 2021 $ 160,792,418 $ 2,128,972 $ 557,781 $ 147,088,227 $ 973,555 $ 9,127,377 $ 159,875,912 $ 916,506
Share-based compensation expenses, shares     400,000          
Share-based compensation expenses, amount 2,007,328 0 $ 10,000 1,997,328 0 0 2,007,328 0
Issuance of common shares, net, shares     1,200,000          
Issuance of common shares, net, amount 6,000,000 0 $ 30,000 5,970,000 0 0 6,000,000 0
Reverse share-split adjustment, shares     4,230          
Reverse share-split adjustment, amount 0 0 $ (106) 106 0 0 0  
Foreign currency translation gain 2,430,396 2,430,396 0 0 0 0 2,430,396 0
Disposal of a subsidiary 5,334 82,449 0 (2,893,001) 0 3,732,392 921,840 (916,506)
Net loss for the year (586,938) 0 0 0 0 (586,938) (586,938) 0
Statutory reserve 0 0 0 0 17,144 (17,144) 0 0
Balance, amount at Mar. 31, 2022 170,648,538 4,641,817 $ 597,675 152,162,660 990,699 12,255,687 170,648,538 0
Balance, Shares at Mar 31, 2022 at Mar. 31, 2022     23,906,985          
Balance, shares at Sep. 30, 2022     23,906,985          
Balance, amount at Sep. 30, 2022 154,684,091 14,133,546 $ 597,675 152,162,658 1,153,813 14,903,491 154,684,091 0
Foreign currency translation gain 5,689,147 5,689,147 0 0 0 0 5,689,147 0
Disposal of a subsidiary 38,213 0 0 0 (948,792) 987,005 38,213 0
Net loss for the year 1,579,859 0 0 0 0 1,579,859 1,579,859 0
Statutory reserve 0 0 0 0 358,215 (358,215) 0 0
Balance, amount at Mar. 31, 2023 $ 161,991,310 $ 8,444,399 $ 597,675 $ 152,162,658 $ 563,236 $ 17,112,140 $ 161,991,310 $ 0
Balance, Shares at Mar 31, 2022 at Mar. 31, 2023     23,906,985          
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Cash flows from operating activities    
Net income (loss) $ 1,579,859 $ (586,938)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:    
Changes in allowances - accounts receivable 126,115 (183)
Changes in allowances - advances to suppliers 0 362,030
Changes in allowances - inventories 67,817 0
Changes in allowances - long-term investment 92,977 0
Depreciation and amortization 19,608 36,339
Amortization of operating lease right-of-use assets 9,719 163,301
Loss (gain) on short-term investment 5,301 (25,809)
(Gain) loss from disposal of a subsidiary (14,343) 15,757
Amortization of debt issuance costs 1,476,435 0
Amortization of biological assets 109,570 0
Change in fair value of derivative liability (2,129,709) 0
Loss from extinguishment 1,255,942 0
Share-based compensation 0 2,000,000
Changes in operating assets and liabilities:    
Accounts receivable (10,379,339) 5,705,789
Advances to suppliers (8,472,722) (3,176,809)
Notes receivables 3,585,875 (3,931,869)
Inventory, net 227,444 (3,909,673)
Other current assets (199,819) 9,203,508
Accounts payable 989,604 663,071
Operating lease liabilities (25,177) 218,136
Other current liabilities 370,726 (35,704)
Net cash (used in) provided by operating activities (11,304,117) 6,374,344
Cash flows from investing activities    
Purchase of property, plant and equipment 0 (1,094)
Short-term deposits 35,858,745 (36,487,740)
Acquisition of subsidiaries 0 (11,009,232)
Proceeds from disposal of subsidiary 6,857 2,752,278
Purchase of long-term investments (7,171,749) (157,275)
Purchase of short-term investments 0 (157,275)
Other receivables 7,591,935 (7,863,737)
Advances to related parties (12,585) 0
Repayment of advances to related party 53,074 0
Net cash provided by (used in) investing activities 36,326,277 (52,924,075)
Cash flows from financing activities    
Net proceeds from share issuance 0 6,000,000
Borrowings from bank loans 1,557,704 0
Repayments of bank loans (226,730) (46,808)
Repayment of advances from related parties 0 (57,673)
Proceeds from advances from related parties 279 0
Net cash provided by financing activities 1,331,253 5,895,519
Effect of exchange rate changes on cash 1,837,247 (3,335,361)
Net increase (decrease) in cash 28,190,660 (43,989,573)
Cash, beginning of period 41,166,331 59,262,514
Cash, end of period 69,356,991 15,272,941
Supplemental disclosure information:    
Income taxes paid 30,577 5,626
Interest paid 77,875 85,769
Non-cash financing activities    
Right of use assets obtained in exchange for operating lease obligations $ 84,542 $ 401,615
v3.23.2
Organization and nature of business
6 Months Ended
Mar. 31, 2023
Organization and nature of business  
Organization and nature of business

Note 1 — Organization and nature of business

 

Farmmi, Inc. (“FAMI” or the “Company”) is a holding company incorporated under the laws of the Cayman Islands on July 28, 2015. FAMI owns 100% equity interest of Farmmi International Limited (“Farmmi International”), a Hong Kong company, which in turn owns 100% equity interest of Farmmi (Hangzhou) Enterprise Management Co., Ltd. (“Farmmi Enterprise”), Lishui Farmmi Technology Co., Ltd. (“Farmmi Technology”), Zhejiang Farmmi (Hangzhou) Ecology Agriculture Development Co., Ltd. (“Farmmi Ecology”) and Farmmi (Hangzhou) Health Development Co., Ltd (“Farmmi Heath Development”), four wholly foreign-owned entities (each, a “WFOE”) formed by Farmmi International under the laws of the People’s Republic of China (“PRC” or “China”).

 

Farmmi Health Development owns 100% equity interest in Zhejiang Farmmi Medical Health Technology Co., Ltd (“Farmmi Medical Health”) which was established under the laws of the PRC on September 18, 2021.

 

Farmmi Enterprise, Farmmi Technology and Farmmi Ecology own 30%, 40% and 30% of equity interests in Zhejiang Farmmi Holdings Group Co., Ltd. (“Farmmi Holdings”), respectively, which was established under the laws of the PRC on September 18, 2021.

 

On December 23, 2021, a board resolution of Zhejiang Farmmi Agricultural Technology Group Co., Ltd. (“Farmmi Agricultural”) (formerly known as Hangzhou Suyuan Agriculture Technology Co., Ltd., “Suyuan Agriculture”), a company incorporated in the PRC, was passed to reorganize certain companies mentioned below with nil consideration.

 

Under the above-mentioned reorganization, (i) on December 30, 2021, Farmmi Holdings started to own 100% interest in Farmmi Agricultural, which was previously owned by Farmmi Enterprise (31.7%) and Farmmi Technology (68.3%); (ii) Farmmi Agricultural owns 100% of the equity interest of Zhejiang Farmmi Agricultural Supply Chain Co., Ltd (“Farmmi Supply Chain”), a company established under the laws of the PRC, on February 10, 2022 and was previously 100% owned by Farmmi Ecology.

 

On September 27, 2021,the Company,through its subsidiary, Zhejiang Fammi Agricultural Supply Chain Co., Ltd., acquired Jiangxi Xiangbo Agriculture and Forestry Development Co. Ltd (“Jiangxi Xiangbo”), established under the laws of the PRC, from Ganzhou Tengguang Agriculture and Forestry Development Co., Ltd. for a total price of RMB70 million ($11 million). After the consummation of the acquisition, Farmmi Supply Chain owns 100% equity interest in Jiangxi Xiangbo, which in turn owns 100% interest in Yudu County Yada Forestry Co., Ltd, established under the laws of the PRC (“Yudu Yada”). As a result, Jiangxi Xiangbo and Yudu Yada became the subsidiaries of the Company.

 

On September 27, 2021, the Company, through its subsidiary, Zhejiang Fammi Agricultural Supply Chain Co., Ltd., acquired Guoning Zhonghao (Ningbo) Trading Co., Ltd. (“Guoning Zhonghao”), established under the laws of the PRC, from Ningbo Guoning Zhonghao Technology Co., Ltd. and Jianxin Huang, an individual, for a total consideration of RMB5,000 ($788). After the consummation of the acquisition, Farmmi Supply Chain owns 100% equity interest in Guoning Zhonghao.

 

Farmmi Agricultural owns 100% of equity interests in Zhejiang FLS Mushroom Co., Ltd. (“FLS Mushroom”), Zhejiang Farmmi Biotechnology Co., Ltd. (“Farmmi Biotech”) and Zhejiang Farmmi Food Co., Ltd. (“Farmmi Food”) and 77.2% equity interest in Lishui Farmmi E-Commerce Co., Ltd. (“Farmmi E-Commerce”). FLS Mushroom, Farmmi Biotech, Farmmi Food, and Farmmi E-Commerce”) were all established under the laws of the PRC. The remaining 22.8% equity interest in Farmmi E-Commerce is owned by Hangzhou Nongyuan Network Technology Co., Ltd. (“Nongyuan Network”). Nongyuan Network was incorporated on December 8, 2015 under the laws of the PRC and focuses on the development of network marketing and provides a network platform for sales of agriculture products.

On September 18, 2016, Farmmi Agricultural entered into a series of contractual agreements with Zhengyu Wang, the then sole-owner of Nongyuan Network. These agreements include an Exclusive Management Consulting and Technology Agreement, an Equity Pledge Agreement, an Exclusive Call Option Agreement, a Proxy Agreement and a Power of Attorney (collectively, the “Original VIE Agreements”). The Original VIE Agreements empowered Farmmi Agricultural to exercise management control over the activities that most significantly impact the operation results of Nongyuan Network, obligated Farmmi Agricultural to absorb a majority of the risk of loss from Nongyuan Network’s activities, and entitled Farmmi Agricultural to receive a majority of their residual returns. In essence, Farmmi Agricultural and the Company had gained effective control over Nongyuan Network.

 

On December 4, 2019, Zhengyu Wang transferred 100% of his shares of Nongyuan Network to his daughter Xinyang Wang. As a result, Xinyang Wang started to hold 100% of the ownership interest of Nongyuan Network. On December 10, 2019, Xinyang Wang, as the new sole owner of Nongyuan Network, signed a series of VIE agreements (the “Xinyang Wang VIE Agreements”) with Nongyuan Network and Farmmi Agricultural. On May 15, 2020, the following agreements were signed with the effective date of December 10, 2019:

 

 

(1)

Zhengyu Wang, Nongyuan Network and Farmmi Agricultural signed a termination agreement to confirm that the Original VIE Agreements had been terminated because Zhengyu Wang was no longer the shareholder of Nongyuan Network;

 

 

 

 

(2)

Zhengyu Wang, Dehong Zhang (the legal representative of Nongyuan Network), Xinyang Wang, Nongyuan Network and Farmmi Agricultural signed a joint statement to confirm that the board of directors of the Company had the ultimate authority over the matters of the VIE (defined below), Nongyuan Network.

 

FAMI believes that Xinyang Wang VIE Agreements enable Farmmi Agricultural and FAMI to keep effective control over Nongyuan Network, and as a result Nongyuan Network should be considered as a Variable Interest Entity (“VIE”) under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation. Accordingly, the accounts of Nongyuan Network are consolidated with those of Farmmi Agricultural.

 

On September 7, 2021, Zhejiang Yitang Medical Service Co., Ltd. (“Yitang Mediservice”) was established under the laws of the PRC. Nongyuan Network and Farmmi Ecology own 95% and 5% of the equity interests in Yitang Mediservice, respectively.

 

On September 17, 2021, Zhejiang Yiting Medical Technology Co., Ltd. (“Yiting Meditech”) was established under the laws of the PRC. Yitang Mediservice owns 100% interest in Yiting Meditech.

 

On November 23, 2021, the Company incorporated Shanghai Zhongjian Yiting Healthcare Technology Partnership (Limited Partnership) (“Zhongjian Yiting”), and Yiting Meditech owns 93.75% of the ownership interest of it.

 

On January 10, 2022, Lishui Yifeng Medical Health Technology Co., Ltd (“Yifeng Medihealth”) was established under the laws of the PRC.

 

Yitang Mediservice owns 100% of the equity interest in Yifeng Medihealth. Yifeng Medihealth was deregistered in April 2023.

 

On January 10, 2022, Lishui Yilong Enterprise Management Co., Ltd (“Yilong Enterprise”) was established under the laws of the PRC. Yitang Mediservice owns 100% of the equity interest in Yilong Enterprise. Yilong Enterprise was deregistered in April 2023.

 

On January 19, 2022, Lishui Yifeng Yilong Medical Technology Development Partnership (Limited Partnership) (“YF YL MediTech”) was established under the laws of the PRC. Yifeng Medihealth owns 20% and Yilong Enterprise owns 80% interest in YF YL MediTech. YF YL MediTech was deregistered in April 2023.

On January 19, 2022, Lishui Yitang Shangke Medical and Health Technology Partnership (Limited Partnership) (“YT SK Medihealth”) was established under the laws of the PRC. Yifeng Medihealth owns 20% and Yilong Enterprise owns 80% interest in YT SK Medihealth. YT SK Medihealth was deregistered in April 2023.

 

On May 27, 2022, Zhejiang Farmmi Ecological Agriculture Technology Co., Ltd (“Farmmi Eco Agri”) was established under the laws of the PRC. FLS Mushroom owns 100% of the equity interest in Farmmi Eco Agri.

 

On July 13, 2022, Farmmi Canada Inc. (Farmmi Canada) was established under the laws of the Canada. Farmmi Inc. owns 100% of the equity interest in Farmmi Canada.

 

On April 20, 2023, Farmmi USA Inc. (Farmmi USA) was established under the laws of the United States of America. Farmmi Inc. owns 100% of the equity interest in Farmmi USA.

 

As of March 31, 2023, details of the subsidiaries of FAMI are set out below:

 

Name of Entity

Date of Incorporation

Place of Incorporation

% of Ownership

Principal activities

FAMI

July 28, 2015

Cayman

Parent

Holding company

Farmmi International

August 20, 2015

Hong Kong

100%

Holding company

Farmmi Enterprise

May 23, 2016

Zhejiang, China

100%

Holding company

Farmmi Technology

June 6, 2016

Zhejiang, China

100%

Holding company

Farmmi Agricultural

December 8, 2015

Zhejiang, China

100%

Holding company

Farmmi Food

December 26, 2017

Zhejiang, China

100%

Dehydrating, further processing and distribution of edible fungus

Farmmi E-Commerce

March 22, 2019

Zhejiang, China

100%

Technology development, technical services and technical consultation related to agricultural products

Farmmi Biotech

April 7, 2021

Zhejiang, China

100%

Research and development of mushroom powder and mushroom extract

Farmmi Ecology

April 25, 2021

Zhejiang, China

100%

Holding company

Farmmi Supply Chain

May 11, 2021

Zhejiang, China

100%

Agricultural products supply chain

Farmmi Health Development

September 17, 2021

Zhejiang, China

100%

Health development

Farmmi Medical Health

September 18, 2021

Zhejiang, China

100%

Medical health

Farmmi Holdings

September 18, 2021

Zhejiang, China

100%

Holding company

Jiangxi Xiangbo

June 18, 2021

Jiangxi, China

100%

Holding company

Yudu Yada

November 10, 2010

Jiangxi, China

100%

Forestry development

Guoning Zhonghao

June 15, 2021

Zhejiang, China

100%

Agriculture exporting

Farmmi Eco Agri

May 27, 2022

Zhejiang, China

100%

Agriculture products

Farmmi Canada

July 13, 2022

Canada

100%

Agriculture products

Farmmi USA

April 20, 2023

USA

100%

Import and export of agriculture products

Nongyuan Network

July 7, 2016

Zhejiang, China

0 (VIE)

Trading

Yitang Mediservice

September 7, 2021

Zhejiang, China

100% subsidiary of the VIE

Medical services

Yiting Meditech

September 17, 2021

Zhejiang, China

100% subsidiary of the VIE

Medical technology

Yifeng Medihealth

January 10, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical health

Yilong Enterprise

January 10, 2022

Zhejiang, China

100% subsidiary of the VIE

Management services

YF YL MediTech

January 19, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical technology

YT SK Medihealth

January 19, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical health

FAMI, its subsidiaries, VIE and VIE’s subsidiaries (herein collectively referred to as the “Company”) are engaged in processing and distributing dried Shiitake mushrooms, Mu Er mushrooms, trading agricultural products such as tapioca, corn, cotton and corn starch. Approximately 99.9% of the Company’s products are sold in China.

v3.23.2
Summary of significant accounting policies
6 Months Ended
Mar. 31, 2023
Summary of significant accounting policies  
Summary of significant accounting policies

Note 2 — Summary of significant accounting policies

 

Basis of presentation and principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended September 30, 2022 and 2021. Operating results for the six months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending September 30, 2023.

 

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

 

Consolidation of variable interest entities

 

In accordance with accounting standards regarding consolidation of variable interest entities (“VIEs”), VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

The Company determined that Nongyuan Network is a VIE because the Company is the primary beneficiary of risks and rewards of this VIE. The condensed consolidating table below disaggregated the Condensed Consolidated Balance Sheets of the Company into into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated as of March 31, 2023 and September 30, 2022.

 

 

 

As of March 31, 2023 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Intercompany receivables

 

$139,689,717

 

 

$127,854,855

 

 

 

-

 

 

$143,744,535

 

 

 

-

 

Current assets excluding intercompany receivables

 

 

138,450,476

 

 

 

831,079

 

 

 

17,098,150

 

 

 

183,842

 

 

 

156,563,547

 

Current assets

 

 

278,140,193

 

 

 

128,685,934

 

 

 

17,098,150

 

 

 

143,928,377

 

 

 

156,563,547

 

Investment in subsidiaries

 

 

-

 

 

 

40,065,205

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-current assets excluding investment in subsidiaries

 

 

10,783,715

 

 

 

8,788

 

 

 

7,194,405

 

 

 

-

 

 

 

17,986,908

 

Non-current assets

 

 

10,783,715

 

 

 

40,073,993

 

 

 

7,194,405

 

 

 

-

 

 

 

17,986,908

 

Total assets

 

 

288,923,908

 

 

 

168,759,927

 

 

 

24,292,555

 

 

 

143,928,377

 

 

 

174,550,455

 

Intercompany payables

 

 

271,599,390

 

 

 

120,627,140

 

 

 

19,061,875

 

 

 

702

 

 

 

-

 

Current liabilities excluding intercompany payables

 

 

887,077

 

 

 

549,371

 

 

 

3,850,837

 

 

 

6,571,075

 

 

 

11,858,360

 

Current liabilities

 

 

272,486,467

 

 

 

121,176,511

 

 

 

22,912,712

 

 

 

6,571,777

 

 

 

11,858,360

 

Non-current liabilities

 

 

549,078

 

 

 

151,707

 

 

 

-

 

 

 

-

 

 

 

700,785

 

Total liabilities

 

 

273,035,545

 

 

 

121,328,218

 

 

 

22,912,712

 

 

 

6,571,777

 

 

 

12,559,145

 

Total shareholders' equity (net assets)

 

$15,888,363

 

 

$47,431,709

 

 

$1,379,843

 

 

$137,356,600

 

 

$161,991,310

 

 

 

 

As of September 30, 2022

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Intercompany receivables

 

$163,676,919

 

 

$114,994,912

 

 

 

-

 

 

$140,445,311

 

 

 

-

 

Current assets excluding intercompany receivables

 

 

91,926,232

 

 

 

33,986

 

 

 

57,133,125

 

 

 

4,161,037

 

 

 

153,254,380

 

Current assets

 

 

255,603,151

 

 

 

115,028,898

 

 

 

57,133,125

 

 

 

144,606,348

 

 

 

153,254,380

 

Investment in subsidiaries

 

 

-

 

 

 

40,424,517

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-current assets excluding investment in subsidiaries

 

 

10,500,217

 

 

 

8,484

 

 

 

19,772

 

 

 

-

 

 

 

10,528,473

 

Non-current assets

 

 

10,500,217

 

 

 

40,433,001

 

 

 

19,772

 

 

 

-

 

 

 

10,528,473

 

Total assets

 

 

266,103,368

 

 

 

155,461,899

 

 

 

57,152,897

 

 

 

144,606,348

 

 

 

163,782,853

 

Intercompany payables

 

 

255,440,223

 

 

 

109,255,668

 

 

 

54,420,549

 

 

 

702

 

 

 

-

 

Current liabilities excluding intercompany payables

 

 

590,393

 

 

 

226,814

 

 

 

1,789,357

 

 

 

5,682,757

 

 

 

8,289,321

 

Current liabilities

 

 

256,030,616

 

 

 

109,482,482

 

 

 

56,209,906

 

 

 

5,683,459

 

 

 

8,289,321

 

Non-current liabilities

 

 

657,734

 

 

 

151,707

 

 

 

-

 

 

 

-

 

 

 

809,441

 

Total liabilities

 

 

256,688,350

 

 

 

109,634,189

 

 

 

56,209,906

 

 

 

5,683,459

 

 

 

9,098,762

 

Total shareholders' equity (net assets)

 

$9,415,018

 

 

$45,827,710

 

 

$942,991

 

 

$138,922,889

 

 

$154,684,091

 

The condensed consolidating table below disaggregated the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Company into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated for the six months ended March 31, 2023 and 2022.

 

 

 

For the six months ended March 31, 2023 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Revenues

 

$38,044,279

 

 

$10,588,053

 

 

$11,914,942

 

 

 

-

 

 

$60,547,274

 

Cost of revenues

 

 

(35,945,422)

 

 

(10,580,039)

 

 

(11,852,361)

 

 

-

 

 

 

(58,377,822)

Gross profit

 

 

2,098,857

 

 

 

8,014

 

 

 

62,581

 

 

 

-

 

 

 

2,169,452

 

Operating expenses

 

 

(459,615)

 

 

(32,297)

 

 

(287,996)

 

 

(737,281)

 

 

(1,517,189)

Income (loss) from operations

 

 

1,639,242

 

 

 

(24,283)

 

 

(225,415)

 

 

(737,281)

 

 

652,263

 

Other income (expenses)

 

 

1,519,485

 

 

 

(12,064)

 

 

624,292

 

 

 

(829,008)

 

 

1,302,705

 

Income (loss) before income taxes

 

 

3,158,727

 

 

 

(36,347)

 

 

398,877

 

 

 

(1,566,289)

 

 

1,954,968

 

Provision for income taxes

 

 

(373,292)

 

 

-

 

 

 

(1,817)

 

 

-

 

 

 

(375,109)

Net income (loss)

 

$2,785,435

 

 

$

(36,347)

 

 

$397,060

 

 

$

(1,566,289)

 

 

$1,579,859

 

 

 

 

For the six months ended March 31, 2022 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

 

FAMI

 

 

 

total

 

Revenues

 

$31,295,055

 

 

$1,635,180

 

 

$9,205,480

 

 

$

 

 

$42,135,715

 

Cost of revenues

 

 

(28,722,969)

 

 

(1,593,024)

 

 

(8,832,012)

 

 

 

 

 

(39,148,005)

Gross profit

 

 

2,572,086

 

 

 

42,156

 

 

 

373,468

 

 

 

 

 

 

2,987,710

 

Operating expenses

 

 

(463,455)

 

 

(95,927)

 

 

(513,142)

 

 

(2,529,882)

 

 

(3,602,405)

Income (loss) from operations

 

 

2,108,631

 

 

 

(53,771)

 

 

(139,674)

 

 

(2,529,882)

 

 

(614,695)

Other expenses

 

 

52,050

 

 

 

42,526

 

 

 

(61,369)

 

 

(1,860)

 

 

31,347

 

Income (loss) before income taxes

 

 

2,160,681

 

 

 

(11,245)

 

 

(201,043)

 

 

(2,531,742)

 

 

(583,348)

Provision for income taxes

 

 

(3,590)

 

 

 

 

 

 

 

 

 

 

 

(3,590)

Net income (loss)

 

$2,157,091

 

 

$(11,245)

 

$(201,043)

 

$(2,531,742)

 

$(586,939)

The condensed consolidating table below disaggregated the Consolidated Statements of Cash Flows of the Company into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated for the six months ended March 31, 2023 and 2022.

 

 

 

For the six months ended March 31, 2023 (unaudited)

 

 

 

 

 

 

WFOE

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

that is the

 

 

 

 

 

 

 

 

 

 

 

 

entities

 

 

primary

 

 

VIE

 

 

 

 

 

 

 

 

 

that are

 

 

beneficiary

 

 

and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

of the VIE

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Net cash (used in) provided by operating activities

 

$30,419,620

 

 

$

(345,212)

 

 

$

(37,321,430)

 

 

$

(4,057,095)

 

 

$

(11,304,117)

 

Net cash provided by (used in) investing activities

 

 

(382)

 

 

-

 

 

 

36,326,659

 

 

 

-

 

 

 

36,326,277

 

Net cash provided by (used in) financing activities

 

 

(4,485)

 

 

331,693

 

 

 

1,004,045

 

 

 

-

 

 

 

1,331,253

 

Effect of exchange rate changes on cash

 

 

1,843,401

 

 

 

(2,514)

 

 

(3,640)

 

 

-

 

 

 

1,837,247

 

Net (decrease) increase in cash and restricted cash

 

 

32,258,154

 

 

 

(16,033)

 

 

5,634

 

 

 

(4,057,095)

 

 

28,190,660

 

Cash, beginning of period

 

 

183,030

 

 

 

37,393

 

 

 

61,196

 

 

 

4,057,179

 

 

 

41,166,331

 

Cash, end of period

 

$32,441,184

 

 

$21,360

 

 

$66,830

 

 

$84

 

 

$69,356,991

 

 

 

 

 

 

For the six months ended March 31, 2022

 

 

 

 

 

 

Other

 

 

WFOE

 

 

 

 

 

 

 

 

 

 

 

 

that is the

 

 

VIE

 

 

 

 

 

 

 

 

 

 

entities

 

 

primary

 

 

VIE 

 

 

 

 

 

 

that are

 

 

beneficiary

 

 

and its

 

 

 

Consolidated

 

 

 

consolidated

 

 

of the VIE

 

 

subsidiaries

 

 

FAMI

 

total

 

Net cash (used in) provided by operating activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

$(44,026,361)

 

$9,735,052

 

 

$47,125,836

 

 

$(6,460,183)

 

$6,374,344

 

Net cash (used in) provided by investing activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

 

(8,389,513)

 

 

2,830,945

 

 

 

(47,365,507)

 

 

 

 

 

(52,924,075)

Net cash provided by financing activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

 

(49,881)

 

 

 

 

 

 

 

 

5,945,400

 

 

 

5,895,519

 

Effect of exchange rate changes on cash and restricted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cash

 

 

(3,381,344)

 

 

39,573

 

 

 

6,410

 

 

 

 

 

 

(3,335,361)

Net increase (decrease) in cash and restricted cash

 

 

(55,847,099)

 

 

12,605,570

 

 

 

(233,261)

 

 

(514,783)

 

 

(43,989,573)

Cash and restricted cash from continuing operations,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

beginning of year

 

 

183,030

 

 

 

116,447

 

 

 

434,135

 

 

 

522,915

 

 

 

59,262,514

 

Cash and restricted cash from continuing operations, end

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of year

 

$(55,664,069)

 

$12,722,017

 

 

$200,874

 

 

$8,132

 

 

$15,272,941

 

Cash is transferred within the Company through the banking system in PRC. Under the VIE agreements, the Company intends to distribute 95% of VIE’s earnings after eliminating VIE’s accumulated losses and making appropriation of VIE’s after-tax net income into the statutory surplus reserve based on at least 10% of the after-tax net income determined in accordance with generally accepted accounting principles of the PRC. When there are retained earnings available for distribution, the distribution of VIE’s earnings will be through payment of service fees to Farmmi Agricultural, such service fee is subject to 6% value-added sales tax, other taxes of 12% which calculation is based on 6% value-added taxes and Farmmi Agricultural is subject to corporate income tax up to 25% for its net income. Under the VIE agreements, when there is a change of shareholder in VIE, amount owed by VIE to the Company should be first settled. The condensed consolidating table below quantified the transfer between FAMI, its subsidiaries, VIE and its subsidiaries, WFOE that is the primary beneficiary of the VIE and the investors for the six months ended March 31, 2023 and 2022. These transfers were mainly for the purpose of providing working capital between FAMI, its subsidiaries, VIE and its subsidiaries and WFOE that is the primary beneficiary of the VIE.

 

 

 

Transfer to

 

 

 

Holding

 

 

 

 

Consolidated

 

 

Other

 

 

 

Transfer from

 

Company

 

 

WFOE

 

 

VIE

 

 

subsidiaries

 

 

Investors

 

Holding company

 

 

-

 

 

$291,223

 

 

 

-

 

 

 

-

 

 

 

-

 

WFOE

 

 

-

 

 

 

-

 

 

$418,780

 

 

$7,578,036

 

 

 

-

 

Consolidated VIE

 

 

-

 

 

$5,782,726

 

 

 

-

 

 

$212

 

 

 

-

 

Other subsidiaries

 

 

-

 

 

$1,724,246

 

 

$71,771

 

 

 

-

 

 

 

-

 

Use of estimates

 

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include allowance for doubtful accounts and advances to suppliers, the valuation of inventories, the useful lives of property, plant and equipment, the valuation of beneficial conversion feature of the convertible notes, valuation of the warrants and the valuation of deferred tax assets. Actual results could differ from those estimates.

 

Cash

 

Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. All cash balances are in bank accounts in PRC. Cash maintained in banks within the People’s Republic of China of less than RMB0.5 million ($72,806) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China.

 

Restricted cash

 

The Company adopted Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows: Restricted Cash on October 1, 2018. This ASU applies to all entities that have restricted cash or restricted cash equivalents to be presented in the statement of cash flows under ASC Topic 230. As of March 31, 2023 and September 30, 2022, the Company had restricted cash of nil and nil, respectively.

 

Short-term deposit

 

Short-term deposit relates to fixed terms cash deposits with financial institutions with original maturities of more than three months and less than a year. As of March 31, 2023 and September 30, 2022, the Company had short-term deposit of nil and $35,144,444 earning interest at nil and 2.05% per annum with one year maturity on October 15, 2022, respectively.

 

Short-term investments

 

The Company accounts for all investments in accordance with ASC topic 320 (“ASC 320”), Investments – Debt and Equity Securities. The Company classifies the investments in debt and equity securities as “held-to-maturity”, “trading” or “available-for-sale”, whose classification determines the respective accounting methods stipulated by ASC 320. All investments with original maturities of greater than three months not exceeding twelve months are classified as short-term investments, while those of more than twelve months are classified as long-term investments. Investments that are expected to be realized in cash during the next twelve months are also included in short-term investments. Dividend and interest income, including amortization of the premium and discount arising at acquisition, for all categories of investments in securities, are included in earnings. Any realized gains or losses on the sale of the short-term investments, are determined on a specific identification method, and such gains and losses are reflected in earnings during the period in which gains or losses are realized.

 

The securities that the Company has the positive intent and the ability to hold to maturity are classified as held-to-maturity securities and stated at amortized cost.

 

The securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Unrealized holding gains and losses for trading securities are included in earnings.

 

Investments not classified as trading or as held-to-maturity are classified as available-for-sale securities. Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income. Realized gains or losses are included in earnings during the period in which the gain or loss is realized. An impairment loss on the available-for-sale securities is recognized in the consolidated statements of income when the decline in value is determined to be other-than-temporary.

Accounts receivable, net

 

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful.

 

Advances to suppliers, net

 

Advances to suppliers represent prepayments made to ensure continuous high-quality supplies and favorable purchase prices for premium quality. These advances are directly related to the purchases of raw materials used to fulfill sales orders. The Company is required from time to time to make cash advances when placing its purchase orders. These advances are settled upon suppliers delivering raw materials to the Company when the transfer of ownership occurs. The Company reviews its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.

 

Inventory, net

 

The Company values its inventories at the lower of cost, determined on a weighted average basis, or net realizable value. The Company reviews its inventories periodically to determine if any reserves are necessary for potential obsolescence or if the carrying value exceeds net realizable value.

 

Long-term investments

 

The Company’s long-term investments consist of equity securities without readily determinable fair value.

 

The Company adopted ASC Topic 321, Investments-Equity Securities (“ASC 321”) from September 1, 2018. Pursuant to ASC 321, for equity securities measured at fair value with changes in fair value record in earnings, the Company does not assess whether those investments are impaired. For those equity securities that the Company selects to use the measurement alternative, the Company uses the measurement alternative to measure those investments at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company has to estimate the investment’s fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, (“ASC 820”). If the fair value is less than the investment’s carrying value, the Company recognizes an impairment loss in net income equal to the difference between the carrying value and fair value.

 

As of March 31, 2023 and September 30, 2022, the Company evaluated its investments, taking into consideration, including, but not limited to, the duration, degree and causes of the decline in financial results, its intent and ability to hold the investment and the invested companies' financial performance and near-term prospects. Based on the evaluation, the company’s long-term investment is not impaired.

 

The Company invests from time to time in equity securities of private companies. If the Company determines that the Company has control over these companies, the Company includes them in the consolidated financial statements. If the Company determines that the Company does not have control over these companies, the Company then determines if the Company has an ability to exercise significant influence via voting interests, board representation or other business relationships.

 

The Company accounts for the investments where the Company exercises significant influence using either an equity method of accounting or at fair value by electing the fair value option under Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments. If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, the Company applies it to all its financial interests in the same entity (equity and debt, including guarantees) that are eligible items. All gains and losses from fair value changes, unrealized and realized, are presented as changes in fair values of equity and long-term investments, net on the consolidated statements of income.

 

If the Company concludes that it does not have an ability to exercise significant influence over an investee, the Company may elect to account for the security without a readily determinable fair value using the measurement alternative under ASC Topic 312, Investments – Equity Securities. This measurement alternative allows the Company to measure the equity investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

 

The Company’s long-term investments are equity method investments. Investee companies over which the Company has the ability to exercise significant influence but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

 

Under the equity method, the Company initially records its investment at cost and subsequently recognizes the Company’s proportionate share of each equity investee’s net income or loss after the date of investment into net loss and accordingly adjusts the carrying amount of the investment. The Company reviews its equity method investments for impairment whenever an event or circumstance indicates that any other-than-temporary impairment has occurred. The Company considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investment.

 

An Impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. As of March 31, 2023 and September 30, 2022, the Company had no impairment for long-term investments.

Biological assets 

 

Biological assets mainly consist of bamboo forests managed for future bamboo harvest and sales, of which the Company owned 82 forest right certificates with expiry dates ranging from December 30, 2026 to December 9, 2070 and with an area of 9.6 km2. The forest types are mixed mature forests which can be harvested for commercial purposes. The forests mainly consist of bamboo, fir trees and other trees. Biological assets are initially measured at cost and subsequently amortized on a straight-line basis over its estimated useful lives.

 

Amortization expenses were $109,570 and nil for the six months ended March 31, 2023 and 2022, respectively.

 

Property, plant and equipment, net

 

Property, plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use.

 

Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. The estimated useful lives for significant property and equipment are as follows:

 

Forestry

fair value

Plant, machinery and equipment

5 – 10 years

Transportation equipment

4 years

Office equipment

3 – 5 years

Leasehold improvement

Shorter of lease term or useful life

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred.

 

Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized.

 

Intangible assets, net

 

Intangible assets consist primarily of purchased software. Intangible assets are stated at cost less accumulated amortization, which are amortized using the straight-line method with the estimated useful lives of three years.

 

Amortization expenses were $6,885 and $17,965 for the six months ended March 31, 2023 and 2022, respectively.

Impairment of long-lived assets

 

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the six months ended March 31, 2023 and 2022.

 

Revenue recognition

 

The Company follows ASU 2014-09 Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC 606, to determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract (s) with the customer, (ii)  identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per ton.

 

The Company’s contract liabilities primarily include advance from customers. As of March 31, 2023 and September 30, 2022, the contract liabilities are $479,490 and $637,165, respectively, and included in other current liabilities on the consolidated balance sheets. For the six months ended March 31, 2023 and 2022, there was no revenue recognized from performance obligations related to prior periods.

 

Cost of revenues

 

Cost of revenues includes cost of raw materials purchased, inbound freight cost, cost of direct labor, depreciation expense and other overhead.

 

Write-down of inventory for lower of cost or net realizable value adjustments is also recorded in cost of revenues.

Earnings (loss) per share

 

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings per Share (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

The component of basic and diluted EPS were as follows:

 

Six months ended March 31,

 

2023

 

 

2022

 

Net income (loss) available for ordinary shareholders (A)

 

$1,579,859

 

 

$

(586,939)

 

 

 

 

 

 

 

 

 

Weighted average outstanding ordinary shares (B)

 

 

 

 

 

 

 

- basic

 

 

23,906,985

 

 

 

22,583,259

 

- diluted

 

 

38,029,792

 

 

 

22,583,259

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per ordinary share - basic (A/B)

 

$0.07

 

 

$

(0.03)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per ordinary share - diluted (A/B)

 

$0.04

 

 

$

(0.03)

 

Fair value of financial instruments

 

The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.

 

The three levels are defined as follows:

 

Level 1 — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

 

Level 3 — Inputs to the valuation methodology are unobservable.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, short-term deposit, short-term investments, notes receivable, accounts receivable, advances to suppliers, other current assets, short-term bank loans accounts payable, due to related parties, operating lease liabilities –current and other current liabilities, approximate their recorded values due to their short-term in nature. The fair value of longer term operating lease liabilities approximate their recorded values as their stated interest rates approximate the rates currently available.

Beneficial conversion feature

 

The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable is retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

 

Debt issuance costs and debt discounts

 

The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed.

 

Fair value of the embedded derivatives in the convertible promissory notes

 

The convertible promissory notes consisted of a liability component (“financial liability”) and an embedded derivative conversion feature (“derivative liability”). The net proceeds of these convertible promissory notes were first allocated to the fair value of the derivative liability. Subsequent changes in fair value of the derivative liability were recorded in other income.

 

The Company measures the fair value of the embedded derivative by reference to the fair value on the issuance date and maturity date of the convertible promissory notes and revalues them at each reporting date. In determining the fair value of the embedded derivatives, the Company used the Black-Scholes option pricing model with the following assumptions: average volatility rate; market price at the reporting date; risk-free interest rate; and the remaining life of the embedded derivatives. The inputs used in the Black-Scholes model are taken from observable markets. Changes to assumptions used can affect the amounts recognized in the consolidated financial statements.

Concentrations of credit risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and advances to suppliers. As of March 31, 2023 and September 30 2022, $69,332,191 and $76,308,051 of the Company’s cash is maintained in banks within the People’s Republic of China of which deposits of RMB0.5 million (equivalent to $72,806) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. The Company has not experienced any losses in such accounts. A significant portion of the Company’s sales are credit sales primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas. The Company also makes cash advances to certain suppliers to ensure the stable supply of key raw materials. The Company performs ongoing credit evaluations of its customers and key suppliers to help further reduce credit risk.

 

Comprehensive income (loss)

 

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity but are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustment from the Company not using the U.S. dollar as its functional currency.

 

Leases

 

The Company adopted ASU 2016-02, Leases on October 1, 2019 and used the alternative transition approach which permits the effects of adoption to be applied at the effective date. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits the Company not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the short-term lease exemption and combining the lease and non-lease components practical expedients. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The most significant impact upon adoption relates to the recognition of new Right-of-use (“ROU”) assets and lease liabilities on the Company’s consolidated balance sheets for office space operating leases.

Foreign currency translation

 

The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The unaudited condensed consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

 

The exchange rates in effect as of March 31, 2023 and September 30, 2022 were RMB1 for $0.1456 and $0.1406, respectively. The average exchange rates for the six months ended March 31, 2023 and 2022 were RMB1 for $0.1434 and $0.1573, respectively.

 

Shipping and handling expenses

 

All shipping and handling costs are expensed as incurred and included in selling expenses. Total shipping and handling expenses were $37,053 and $105,918 for the six months ended March 31, 2023 and 2022, respectively, which included selling and distribution expenses in the accompanying unaudited condensed statements of operations.

Value added tax

 

The Company is generally subject to the value added tax (“VAT”) for selling merchandise, except for FLS Mushroom. Before May 1, 2018, the applicable VAT rate was 13% or 17% (depending on the type of goods involved) for products sold in PRC. After May 1, 2018, the Company is subject to a tax rate of 12% or 16%, and after April 1, 2019, the tax rate was further reduced to 9% or 13% based on the new Chinese tax law. Pursuant to approval issued by the State Administration of Taxation, Nongyuan Network’s and Nongmi East’s major operation can be classified as agriculture products and its revenue is exempt from VAT. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice of PRC, the Company pays VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued. In the event the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax authorities have the right to assess a penalty based on the amount of taxes which is determined to be late or deficient, with any penalty being expensed in the period when a determination is made by the tax authorities that a penalty is due. During the reporting periods, the Company had no dispute with PRC tax authorities and there was no tax penalty incurred.

 

Income taxes

 

The Company is subject to the income tax laws of the PRC and a subsidiary in Canada is subject to income tax laws of Canada. The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or not be deductible in the future.

 

ASC 740-10-25 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There were no material uncertain tax positions as of March 31, 2023 and September 30, 2022. As of March 31, 2023, the tax years ended December 31, 2015 through December 31, 2022 for the Company’s PRC subsidiary remain open for statutory examination by PRC tax authorities.

 

Statement of Cash Flows

 

In accordance with ASC 230, Statement of Cash Flows, cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Risks and uncertainties

 

The operations of the Company are located in PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in PRC, in addition to the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political and social conditions in PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

The Company’s sales, purchases and expense transactions are denominated in RMB, and a substantial part of the Company’s assets and liabilities are also denominated in RMB. RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China, the central bank of China. Remittances in currencies other than RMB may require certain supporting documentation in order to effect the remittance.

 

The Company’s operating entities in PRC do not carry any business interruption insurance, product liability insurance or any other insurance policy except for a limited property insurance policy. As a result, the Company may incur uninsured losses, increasing the possibility that investors would lose their entire investment in the Company.

 

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

Recent accounting pronouncements

 

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and ASU 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, the Company plans to adopt this guidance effective October 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2016-13 on its unaudited condensed consolidated financial statements but does not expect this guidance will have a material impact on its unaudited condensed consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for both Subtopics. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

v3.23.2
Accounts receivable net
6 Months Ended
Mar. 31, 2023
Accounts receivable net  
Accounts receivable, net

Note 3 — Accounts receivable, net

 

Accounts receivable consisted of the following:

 

 

 

 As of

 

 

 As of

 

 

 

 March 31

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

(unaudited)

 

 

 

 

Accounts receivable

 

$27,477,450

 

 

$16,358,493

 

Less: allowance for doubtful accounts

 

 

(135,537)

 

 

(7,249)

Accounts receivable, net

 

$27,341,913

 

 

$16,351,244

 

 

Allowance for doubtful accounts of $135,537 and $7,249 was made for certain accounts receivable as of March 31, 2023 and September 30, 2022, respectively.  

v3.23.2
Advances to suppliers net
6 Months Ended
Mar. 31, 2023
Advances to suppliers net  
Advances to suppliers, net

Note 4 — Advances to suppliers, net

 

Advances to suppliers consisted of the following:

 

 

 

As of

 

 

As of

 

 

 

March 31

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Advances to suppliers

 

$58,979,620

 

 

$48,636,862

 

Less: allowance for doubtful accounts

 

 

(3,375)

 

 

(3,258)

Advances to suppliers, net

 

$58,976,245

 

 

$48,633,604

 

 

On April 1, 2016, the Company entered into two separate framework supply agreements (“Framework Agreements”) with two co-operatives, Jingning Liannong Trading Co., Ltd (“JLT”) and Qingyuan Nongbang Mushroom Industry Co., Ltd (“QNMI”). These two Framework Agreements were renewed for another three years in April 2019 upon expiration and were further renewed for another three years in June 2021. Jingning County and Qingyuan County where JLT and QNMI are located produce premium Shiitake and Mu Er.

 

In order to enter into the trading of agricultural products in bulk, the Company signed a framework agreement on agricultural products purchase and sales cooperation with Ningbo Caixiang Trading Co., Ltd. on May 25, 2021. Ningbo Caixiang Trading Co., Ltd. is located in Ningbo City, a port city, and is the gathering and distributing place of agriculture products in bulks in the Yangtze River Delta region, with rich resources of agricultural products. The contract with Ningbo Caixiang Trading Co., Ltd. expired in May 2022, and the two parties renewed the agricultural product supply agreement in May 2022, with a validity of 3 years. The agreement agreed that Ningbo Caixiang should provide the Company with agricultural products of no less than RMB200 million yuan (including but not limited to cotton, corn, etc.) and pay part of the payment in advance to lock up the goods.

 

On April 1, 2020, the Company signed a framework cooperation agreement with Lishui Zhelin Trade Co., Ltd. (“Zhelin Trade”), which is valid for 4 years. Zhelin Trade is located in the agricultural product distribution center in Liandu District - Southwest Zhejiang Agricultural Trade City, which has convenient logistics and timely agricultural product information. Therefore, the cooperation agreement stipulates that Zhelin Trade will process and deliver edible mushroom products on behalf of Zhelin Trade, and the Company is required to make advance payment to ensure the timeliness of goods supply and delivery.

 

Due to the increase of edible fungus business and preventing untimely supply of goods arising from natural disasters, the Company signed a cooperation agreement with Suizhou Huayu Ecological Agriculture Co., Ltd. on August 1, 2022. Suizhou Huayu is located in Suizhou City, Hubei Province. Suizhou City is the main production area of edible fungi in central China. The cultivation of edible fungi in this area is mainly family farms and cooperatives. Advance payment is required to ensure supply, The timely and stable supply of goods and the quality of goods can be guaranteed by paying the suppliers in advance.

 

Many competitors of the Company and other large buyers go there to source their supplies. Family farms and co-operatives traditionally request advance payments to secure supplies. By making advance payments to these suppliers, the Company is also able to lock in a more favorable price for premium quality than would be available in the open market.

 

The Framework Agreements only provide general guidelines. Actual prices are negotiated and agreed upon in individual purchase orders, and are typically set at market prices based on the quality grade and quantities determined and agreed with the suppliers. Prices may vary based on market demand and crop condition etc. The Company can generally secure the premium quality raw material supplies at prices slightly higher than the typical market prices for average quality raw materials. The quality of supplies must meet standardized specifications of both the mushroom industry and standards set by the Company.

 

The Company advances certain initial payments based on its estimated purchase plan from these suppliers and additional advances based on individual purchase orders placed. The Company pays advances for no other reason than to secure an adequate supply of dried mushrooms to meet its sales demands. The Company’s purchase orders require that the advances shall be refunded by suppliers if they fail to produce any dried mushrooms or fail to deliver supplies to the Company timely.

 

Advances to suppliers are carried at cost and evaluated for recoverability. The realizability evaluation process is similar to that of the lower of cost or net realizable value evaluation process for inventories. The Company periodically evaluates its advances for recoverability by monitoring suppliers’ ability to deliver a sufficient supply of mushrooms as well as current crop and market condition. This includes analyzing historical quantity and quality of production with monitoring of crop information provided by the Company’s field personnel related to weather or disaster or any other reason. If for any reason the Company believes that it will not receive supplies of the contracted volumes, the Company will assess its advances for any likelihood of recoverability and adjust advances on its financial statements at the lower of cost or estimated recoverable amounts. The advances are made primarily to these suppliers, which are co-operatives formed by many family farms, with which the Company has had long-term relationships over the years. If any of these family farms fail to deliver supplies, the Company would expect to receive a refund of the advances through these suppliers. The Company accrues for any allowance for possible loss on advances when there is doubt as to the collectability of the refund. Allowance for doubtful accounts of $3,375 and $3,258 was made for certain advances to suppliers as of March 31, 2023 and September 30, 2022, respectively.

v3.23.2
Inventories net
6 Months Ended
Mar. 31, 2023
Inventories net  
Inventories, net

Note 5 — Inventories, net

 

Inventories, net, from the Company’s continuing operations consisted of the following:

 

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Raw materials

 

$418,788

 

 

$620,252

 

Packaging materials

 

 

80,346

 

 

 

63,703

 

Finished goods

 

 

63,325

 

 

 

81,975

 

Inventory

 

 

562,459

 

 

 

765,930

 

Less: allowance for inventory reserve

 

 

(120,275)

 

 

(49,652)

Inventory, net

 

$442,184

 

 

$716,278

 

 

As of March 31, 2023 and September 30, 2022, allowance for inventory reserve was $0.1 million and $0.05 million, respectively.

v3.23.2
Property plant and equipment net
6 Months Ended
Mar. 31, 2023
Property plant and equipment net  
Property, plant and equipment, net

Note 6 — Property, plant and equipment, net

 

Property, plant and equipment, stated at cost less accumulated depreciation, consisted of the following:

 

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

 (unaudited)

 

 

 

 

 Plant, machinery and equipment

 

$66,756

 

 

$64,449

 

 Transportation equipment

 

 

51,004

 

 

 

49,241

 

 Office equipment

 

 

20,980

 

 

 

20,254

 

 Subtotal

 

 

138,740

 

 

 

133,944

 

 Accumulated depreciation

 

 

(105,182)

 

 

(89,076)

 Total

 

$33,558

 

 

$44,868

 

 

Depreciation expense was $12,724 and $18,375 for the six months ended March 31, 2023 and 2022, respectively.

v3.23.2
Loans
6 Months Ended
Mar. 31, 2023
Loans  
Loans

Note 7 — Loans

 

The following table summarizing the loan commencement date, loan maturity date, loan amount in RMB and its equivalent to the United States dollar, and the effective annual interest rate of each secured and unsecured short-term and long-term loan:

 

 

 

 

 

 

 

As of

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

September 30,

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Loan

 

Loan

 

Loan

 

 

Loan

 

 

Loan

 

 

Effective

 

 

 

 

 

commencement

 

maturity

 

amount

 

 

amount

 

 

amount

 

 

interest

 

 

 

As of March 31, 2023

 

date

 

date

 

in RMB

 

 

in USD

 

 

in USD

 

 

rate

 

 

Note

 

Secured short-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

China Guangfa Bank Co., Ltd.

 

November 1, 2022

 

October 31, 2023

 

 

5,000,000

 

 

$728,056

 

 

 

-

 

 

 

3.95%

 

 

1

 

Industrial Bank Co., Ltd

 

January 16, 2023

 

January 14, 2024

 

 

2,000,000

 

 

 

291,223

 

 

 

-

 

 

 

5.13%

 

 

2

 

Total secured short-term loans

 

 

 

 

 

 

7,000,000

 

 

$1,019,279

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured short-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of Beijing

 

January 17, 2023

 

January 17, 2024

 

 

3,000,000

 

 

 

436,834

 

 

 

-

 

 

 

4.65%

 

 

 

 

Total unsecured short-term loans

 

 

 

 

 

 

3,000,000

 

 

$436,834

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total short-term loans

 

 

 

 

 

 

10,000,000

 

 

$1,456,113

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured long-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term loans, current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of Beijing

 

April 6, 2022

 

April 5, 2026

 

 

8,000,000

 

 

$1,164,890

 

 

$1,124,622

 

 

 

4.8%

 

 

3

 

Huaneng Guicheng Trust Co., Ltd.

 

August 14, 2022

 

August 1, 2024

 

 

575,000

 

 

 

83,726

 

 

 

80,832

 

 

 

14.4%

 

 

4

 

Huaneng Guicheng Trust Co., Ltd.

 

December 30, 2022

 

December 28, 2024

 

 

430,000

 

 

 

62,613

 

 

 

-

 

 

 

12.91%

 

 

4

 

Jiangsu Suning Bank

 

September 2, 2022

 

September 1, 2024

 

 

1,000,000

 

 

 

145,611

 

 

 

140,578

 

 

 

12.0%

 

 

5

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

July 1, 2022

 

July 1, 2024

 

 

800,000

 

 

 

116,489

 

 

 

112,462

 

 

 

14.4%

 

 

6

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

April 30, 2021

 

April 28, 2023

 

 

47,620

 

 

 

6,934

 

 

 

46,859

 

 

 

10.8%

 

 

6

 

Total long-term loans, current portion

 

 

 

 

 

 

10,852,620

 

 

$1,580,263

 

 

$1,505,353

 

 

 

 

 

 

 

 

 

Long-term loans, non-current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Huaneng Guicheng Trust Co., Ltd.

 

December 30, 2022

 

December 28, 2024

 

 

322,500

 

 

 

46,960

 

 

 

-

 

 

 

12.91%

 

 

4

 

Huaneng Guicheng Trust Co., Ltd.

 

August 14, 2022

 

August 1, 2024

 

 

191,667

 

 

 

27,909

 

 

 

57,988

 

 

 

14.4%

 

 

4

 

Jiangsu Suning Bank

 

September 2, 2022

 

September 1, 2024

 

 

500,000

 

 

 

72,806

 

 

 

140,578

 

 

 

10.08%

 

 

5

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

July 1, 2022

 

July 1, 2024

 

 

200,000

 

 

 

29,122

 

 

 

93,719

 

 

 

14.4%

 

 

6

 

Total long-term loans, non-current portion

 

 

 

 

 

 

1,214,167

 

 

$176,797

 

 

$292,285

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total short-term and long-term loans

 

 

 

 

 

 

22,066,787

 

 

$3,213,173

 

 

$1,797,638

 

 

 

 

 

 

 

 

 

 

(1)

The loan is guaranteed by Ms Xinyang Wang, the 100% shareholder of Nongyuan Network, Ms Aihong Wang, sister to Mr Zhengyu Wang, Chairman of the Company, and Mr. Dehong Zhang, a legal representative of Farmmi Food.

 

 

(2)

The loan is guaranteed by Mr. Dehong Zhang, a legal representative of Farmmi Food for up to RMB2 million ($291,223).

 

 

(3)

The loan is guaranteed by Ms Xinyang Wang, the 100% shareholder of Nongyuan Network, for up to RMB16 million ($2.2 million) of the outstanding principal and interest and is collateralized by a property owned by Ms Xinyang Wang which has a valuation of RMB19.2 million ($2.7 million).

 

 

(4)

These loans are guaranteed by a related party, Mr. Dehong Zhang, a legal representative of Farmmi Agricultural for up to RMB3 million ($0.4 million) of the outstanding principal and interest.

 

 

(5)

This loan is guaranteed by the CEO of the Company, Ms Yefang Zhang on the outstanding principal and interest.

 

 

(6)

These loans are guaranteed by a related party, Mr. Dehong Zhang, a legal representative of Farmmi Agricultural for up to RMB3 million ($0.4 million) of the outstanding principal and interest.

 

Interest expenses amounted to $76,799 and $85,125 for the six months ended March 31, 2023 and 2022, respectively.

v3.23.2
Convertible promissory notes and derivative liability
6 Months Ended
Mar. 31, 2023
Convertible promissory notes and derivative liability  
Convertible promissory notes and derivative liability

Note 8 - Convertible promissory notes and derivative liability

 

On September 26, 2022, the Company completed a $6.42 million convertible promissory note with an institutional investor (the “Investor”). Pursuant to the Securities Purchase Agreement, dated as of September 26, 2022, the Company issued and sold to the Investor a convertible promissory note of $6.42 million due on September 25, 2023, convertible into ordinary shares, $0.025 par value per share, at a discount of $0.42 million. Upon issuance, this convertible promissory note converts at the 80% of the market price. The Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $3.87 million and a debt discount of $3.87 million upon issuance of this convertible promissory note. As of March 31, 2023 and September 30, 2022, the fair value of this derivative liability was nil and $3.45 million, the change in fair value of derivative liability of $2.1 million and $0.42 million was recorded in other income, respectively. The debt discount was amortized over the term of the convertible promissory note and, as of March 31, 2023 and September 30, 2022 the Company recorded amortization of debt issuance cost of $1.5 million and $48,160 in other expenses, respectively. As of March 31, 2023 and September 30, 2022, the balance of the convertible promissory note, net of amortization, amounted to $6.2 million and $2.18 million, respectively.

 

Subsequent to September 30, 2022, the Company received comments from the Staff of NASDAQ Listing Qualifications that the Note did not provide for a floor price for the possible future conversions and that a future priced security without a floor price has public interest implications pursuant to NASDAQ Listing Rule 5101 (the “Rule”); management of the Company has determined that the floor price under the Note is assumed to be $0.12, which is calculated based on an 80% discount of the Nasdaq Minimum Price of $0.5785 on the date of the Company’s entry into the Agreement with the Investor; and the Company believes it to be in the best interests of the Company and the shareholders that the Company shall repay the Note in cash in the event conversions would result in the aggregate effective conversion price falling below $0.12.

 

On April 7, 2023 and May 3, 2023, the Investor redeemed $0.15 million and $0.2 million of the outstanding balance at a conversion price of $0.3645 and $0.3501 and 411,522 and 571,265 ordinary shares were issued as a result of conversion, respectively.

 

On June 16, 2023 and July 25, 2023, the Investor redeemed $0.2 million and $0.35 million of the outstanding balance at a conversion price of $0.3599 and $0.3622 and 561,955 and 966,316 ordinary shares were issued as a result of conversion, respectively.

v3.23.2
Shareholders Equity
6 Months Ended
Mar. 31, 2023
Shareholders' Equity  
Shareholders' Equity

Note 9 —Shareholders’ Equity

 

Ordinary shares

 

On September 12, 2020, the authorized share capital of the Company was increased from 20,000,000 ordinary shares of $0.001 par value each to 200,000,000 ordinary shares of $0.001 par value each. On July 22, 2021, the authorized share capital of the Company was increased from 200,000,000 ordinary shares of $0.001 par value each to 600,000,000 ordinary shares of $0.001 par value each. On May 31, 2022, the Company consolidated its ordinary share at the ratio of one-for-twenty-five. The authorized number of ordinary shares was reduced from 600,000,000 ordinary shares, $0.001 par value, to 24,000,000 ordinary shares, $0.025 par value.

 

Statutory reserve

 

The Company is required to make appropriations to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”).

 

Appropriations to the statutory surplus reserve are required to be at least 10% of the after tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. As of March 31, 2023 and September 30, 2022, the balance of the required statutory reserves was $0.6 million and $1.2 million, respectively.

v3.23.2
Concentration of major customers and suppliers
6 Months Ended
Mar. 31, 2023
Concentration of major customers and suppliers  
Concentration of major customers and suppliers

Note 10 — Concentration of major customers and suppliers

 

For the six months ended March 31, 2023, two major customers accounted for approximately 27.7% and 21.7% of the Company’s total sales. For the six months ended March 31, 2022, one major customer accounted for approximately 39% of the Company’s total sales. Any decrease in sales to these major customers may negatively impact the Company’s operations and cash flows if the Company fails to increase its sales to other customers.

 

As of March 31, 2023, two major customers accounted for approximately 57% and 26.5% of the Company’s accounts receivable balance. As of September 30, 2022, two major customers accounted for approximately 65% and 34% of the Company’s accounts receivable balance.

 

For the six months ended March 31, 2023, four major suppliers accounted for approximately 16.7%, 15.7%, 12.8% and 12.2% of the total purchases. For the six months ended March 31, 2022, three major suppliers accounted for approximately 33%, 15% and 12% of the total purchases.

 

As of March 31, 2023, five major suppliers accounted for approximately 27.0%, 26.5%, 20.7%, 13.8% and 10.4% of the Company’s advances to suppliers balance. As of September 30, 2022, four major suppliers accounted for approximately 35%, 26%, 15% and 15% of the Company’s advances to suppliers’ balance.

v3.23.2
Leases
6 Months Ended
Mar. 31, 2023
Leases  
Leases

Note 11 — Leases

 

The Company rent its factories in Lishui City Zhejiang Province from a related party, Zhejiang Tantech Bamboo Technology Co., Ltd., for processing dried edible fungi and a floor in an office building in Hangzhou from third parties.

 

As of March 31, 2023 and September 30, 2022, the remaining average lease term was an average of 7.5 years and 8.2 years, respectively. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the Company from its lessors. Instead, the Company estimates its incremental borrowing rate based on actual incremental borrowing interest rates from financial institutions in order to discount lease payments to present value. The weighted average discount rate of the Company’s operating leases was 10.1% per annum and 10.0% per annum, as of March 31, 2023 and September 30, 2022, respectively.

Supplemental balance sheet information related to operating leases was as follows:

 

As of

As of

March 31,

September 30,

2023

2022

Right-of-use assets under operating leases

$579,901$534,351

Operating lease liabilities, current

70,62146,543

Operating lease liabilities, non-current

523,988517,156

Total operating lease liabilities

$594,609$563,699

 

 

 

 As of

 

 

 

 March 31,

 

 

 

2023

 

For the remaining months of fiscal 2023

 

$64,221

 

Fiscal 2024

 

 

125,243

 

Fiscal 2025

 

 

105,149

 

Fiscal 2026

 

 

105,149

 

Fiscal 2027

 

 

105,149

 

Thereafter

 

 

351,807

 

Total Future minimum lease payments

 

 

856,718

 

Less: Imputed interest

 

 

(262,109)

Total

 

$594,609

 

v3.23.2
Segment reporting
6 Months Ended
Mar. 31, 2023
Segment reporting  
Segment reporting

Note 12 — Segment reporting

 

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

 

The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company currently has three main products from which revenue is earned and expenses are incurred: Shiitake Mushroom, Mu Er Mushroom and other edible fungi and other agricultural products. The operations of these product categories have similar economic characteristics. In particular, the Company uses the same or similar production processes; sells to the same or similar type of customers and uses the same or similar methods to distribute these products. The resources required by these products share high similarity. Switching cost between different products is minimal. Production is primarily determined by sales orders received and market trend. Therefore, management, including the chief operating decision maker, primarily relies on the revenue data of different products in allocating resources and assessing performance. Based on management’s assessment, the Company has determined that it has only one operating segment and therefore one reportable segment as defined by ASC.

The following table presents revenue by major product categories (from third parties and related party) from the Company’s continuing operations for the six months ended March 31, 2023 and 2022, respectively:

 

 

 

 For the six months ended March 31,

 

 

 

2023

 

 

2022

 

Tapioca

 

$31,472,734

 

 

 

-

 

Corn

 

 

9,334,913

 

 

 

10,209,876

 

Shiitake

 

 

8,841,248

 

 

 

10,009,944

 

Mu Er

 

 

7,540,236

 

 

 

10,854,307

 

Cotton

 

 

1,893,711

 

 

 

10,283,106

 

Corn starch

 

 

1,354,432

 

 

 

-

 

Other edible fungi

 

 

110,000

 

 

 

778,482

 

 

 

 

 

 

 

 

 

 

Total

 

$60,547,274

 

 

$42,135,715

 

 

All of the Company’s long-lived assets are located in PRC. As the Company generates all of its revenue in PRC, no geographical segments are presented.

v3.23.2
Related party transactions
6 Months Ended
Mar. 31, 2023
Related party transactions  
Related party transactions

Note 13 — Related party transactions

 

The relationship and the nature of related party transactions are summarized as follow:

 

Name of related party

 

Relationship to the Company

 

Nature of transactions

Forasen Group Co., Ltd. ("Forasen Group")

 

Owned by Mr Zhengyu Wang, the Chairman of Board of Directors of the Company

 

Purchases from the Company

Zhejiang Tantech Bamboo Technology Co., Ltd

 

Under common control of Mr Zhengyu Wang and Ms Yefang Zhang, CEO of the Company

 

Lease factory building to the Company; purchases from the Company

Hangzhou Forasen Technology Co., Ltd

 

Controlled by Mr. Zhengyu Wang

 

Sublease of office space from the Company.

Xinyang Wang

 

Shareholder of Nongyuan Network

 

Provide guarantees and a real property as additional security for certain loans.

Dehong Zhang

 

Ms Yefang Zhang's, CEO of the Company, brother

 

Provide guarantees as an additional security for certain loans

Ms Aihong Wang

 

Mr Zhengyu Wang's, the Chairman of Board of Directors of the Company, sister.

 

Provide a guarantee as an additional security for a revolving loan

Due from related parties consisted of the following:

 

 

 

As of

 

 

As of

 

 

 

March 31,

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Xinyang Wang

 

 

-

 

 

$59,983

 

Zhejiang Yili Yuncang Holding Group Co., Ltd

 

$13,350

 

 

 

-

 

FarmNet

 

 

4,100

 

 

 

-

 

Epakia Canada Inc

 

 

2,996

 

 

 

-

 

Dehong Zhang

 

 

146

 

 

 

-

 

Shanghai Zhongjian Yiting Medical Health Technology Partnership

 

 

328

 

 

 

-

 

Total

 

$20,920

 

 

$59,983

 

 

As of March 31, 2023, balances due from related parties mainly consisted of payment of expenses on behalf of related parties.

 

Due to related parties consisted of the following:

 

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

 (unaudited)

 

 

 

 

Zhejiang Tantech Bamboo Technology Co., Ltd.

 

$1,087

 

 

$948

 

Forasen Holdings Group Co., Ltd

 

 

178

 

 

 

-

 

Total

 

$1,265

 

 

$948

 

 

As of March 31, 2023, due to related parties mainly consisted of water and electricity expenses payable to related parties during the Company’s normal course of business. These payables were non-interest bearing and due on demand.

 

Sales to related parties

 

The Company periodically sells merchandise to its related parties during the ordinary course of business. For the six months ended March 31, 2023 and 2022, the Company recorded sales to related parties of nil and $1,050, respectively.

 

Operating lease from related parties

 

The following table summarizing operating leases with related parties, Zhejiang Tantech Bamboo Technology Co., Ltd., detailing lease begin date, lease end date, leasing purpose, leasing areas in square meters, annual rent in RMB and its equivalent in USD.

 

Zhejiang Tantech Bamboo Technology Co., Ltd.

 

 Lease No 1

 

 

 Lease No. 2

 

 

 Lease No. 3

 

 

 

 

Lease begin date

 

August 1, 2021

 

 

July 14, 2021

 

 

March 1, 2023

 

 

 

 

Lease end date

 

July 31, 2031

 

 

July 13, 2031

 

 

February 29, 2028

 

 

 

 

Leasing purpose

 

Factory building

 

 

Factory building

 

 

Office

 

 

Total

 

Annual rent in RMB

 

 

168,854

 

 

 

421,431

 

 

 

131,835

 

 

 

722,120

 

Annual rent in USD

 

$24,220

 

 

$60,448

 

 

$18,910

 

 

$103,578

 

Area (in square meters)

 

 

1,180

 

 

 

1,914

 

 

 

479

 

 

 

3,573

 

 

For the six months ended March 31, 2023 and 2022, the Company recorded lease expense of $43,910 and $13,278, respectively.

Sublease to a related party

 

In August 2020, the Company entered into a sublease agreement with Hangzhou Forasen Technology Co., Ltd to sublease its office space. The lease term is two years with annual rent of RMB283,258 (equivalent of $41,639). This lease was terminated on February 14, 2022.

 

For the six months ended March 31, 2023 and 2022, the Company recorded lease income of nil and $21,555, respectively.

 

Guarantees and collaterals provided by related parties

 

The Company’s related parties provide guarantees for the Company’s short-term bank loans (see Note 7). The Company’s related party also pledged their properties as collaterals to safeguard the Company’s short-term bank loans (see Note 7).

v3.23.2
Subsequent events
6 Months Ended
Mar. 31, 2023
Subsequent events  
Subsequent events

Note 14 – Subsequent events

 

1.On July 12, 2023, the Company entered into a securities purchase agreement with certain purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers and the Purchasers agreed to purchase from the Company, an aggregate of 21,052,632 ordinary shares, par value $0.025 per share of the Company, at a price of $0.38 per share for aggregate gross proceeds of $8 million (the “Transaction”).

 

On July 18, 2023, the Company closed the Transaction.

 

2.Subsequent to March 31, 2023, the Company entered into 13 loan agreements with five financial institutions and obtained a total of $1.5 million short-term loans from one financial institution at a weighted average effective interest rate of 3.5% per annum and weighted average of one year loan period; and a total of $0.7 million long-term loans from four financial institutions at a weighted average effective interest rate of 2.6% per annum and weighted average of two years loan period. These loans are all guaranteed by a related party, Mr. Dehong Zhang, Ms Yefang Zhang's, CEO of the Company, brother, for the outstanding principal and interest and is collateralized by a property owned by Mr. Dehong Zhang for additional security.

 

3. On April 7, 2023 and May 3, 2023, the Investor redeemed $0.15 million and $0.2 million of the outstanding balance at a conversion price of $0.3645 and $0.3501 and 411,522 and 571,265 ordinary shares were issued as a result of conversion, respectively.

 

On June 16, 2023 and July 25, 2023, the Investor redeemed $0.2 million and $0.35 million of the outstanding balance at a conversion price of $0.3599 and $0.3622 and 561,955 and 966,316 ordinary shares were issued as a result of conversion, respectively.

v3.23.2
Summary of significant accounting policies (Policies)
6 Months Ended
Mar. 31, 2023
Summary of significant accounting policies  
Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended September 30, 2022 and 2021. Operating results for the six months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending September 30, 2023.

 

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

Consolidation of variable interest entities

In accordance with accounting standards regarding consolidation of variable interest entities (“VIEs”), VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

The Company determined that Nongyuan Network is a VIE because the Company is the primary beneficiary of risks and rewards of this VIE. The condensed consolidating table below disaggregated the Condensed Consolidated Balance Sheets of the Company into into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated as of March 31, 2023 and September 30, 2022.

 

 

 

As of March 31, 2023 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Intercompany receivables

 

$139,689,717

 

 

$127,854,855

 

 

 

-

 

 

$143,744,535

 

 

 

-

 

Current assets excluding intercompany receivables

 

 

138,450,476

 

 

 

831,079

 

 

 

17,098,150

 

 

 

183,842

 

 

 

156,563,547

 

Current assets

 

 

278,140,193

 

 

 

128,685,934

 

 

 

17,098,150

 

 

 

143,928,377

 

 

 

156,563,547

 

Investment in subsidiaries

 

 

-

 

 

 

40,065,205

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-current assets excluding investment in subsidiaries

 

 

10,783,715

 

 

 

8,788

 

 

 

7,194,405

 

 

 

-

 

 

 

17,986,908

 

Non-current assets

 

 

10,783,715

 

 

 

40,073,993

 

 

 

7,194,405

 

 

 

-

 

 

 

17,986,908

 

Total assets

 

 

288,923,908

 

 

 

168,759,927

 

 

 

24,292,555

 

 

 

143,928,377

 

 

 

174,550,455

 

Intercompany payables

 

 

271,599,390

 

 

 

120,627,140

 

 

 

19,061,875

 

 

 

702

 

 

 

-

 

Current liabilities excluding intercompany payables

 

 

887,077

 

 

 

549,371

 

 

 

3,850,837

 

 

 

6,571,075

 

 

 

11,858,360

 

Current liabilities

 

 

272,486,467

 

 

 

121,176,511

 

 

 

22,912,712

 

 

 

6,571,777

 

 

 

11,858,360

 

Non-current liabilities

 

 

549,078

 

 

 

151,707

 

 

 

-

 

 

 

-

 

 

 

700,785

 

Total liabilities

 

 

273,035,545

 

 

 

121,328,218

 

 

 

22,912,712

 

 

 

6,571,777

 

 

 

12,559,145

 

Total shareholders' equity (net assets)

 

$15,888,363

 

 

$47,431,709

 

 

$1,379,843

 

 

$137,356,600

 

 

$161,991,310

 

 

 

 

As of September 30, 2022

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Intercompany receivables

 

$163,676,919

 

 

$114,994,912

 

 

 

-

 

 

$140,445,311

 

 

 

-

 

Current assets excluding intercompany receivables

 

 

91,926,232

 

 

 

33,986

 

 

 

57,133,125

 

 

 

4,161,037

 

 

 

153,254,380

 

Current assets

 

 

255,603,151

 

 

 

115,028,898

 

 

 

57,133,125

 

 

 

144,606,348

 

 

 

153,254,380

 

Investment in subsidiaries

 

 

-

 

 

 

40,424,517

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-current assets excluding investment in subsidiaries

 

 

10,500,217

 

 

 

8,484

 

 

 

19,772

 

 

 

-

 

 

 

10,528,473

 

Non-current assets

 

 

10,500,217

 

 

 

40,433,001

 

 

 

19,772

 

 

 

-

 

 

 

10,528,473

 

Total assets

 

 

266,103,368

 

 

 

155,461,899

 

 

 

57,152,897

 

 

 

144,606,348

 

 

 

163,782,853

 

Intercompany payables

 

 

255,440,223

 

 

 

109,255,668

 

 

 

54,420,549

 

 

 

702

 

 

 

-

 

Current liabilities excluding intercompany payables

 

 

590,393

 

 

 

226,814

 

 

 

1,789,357

 

 

 

5,682,757

 

 

 

8,289,321

 

Current liabilities

 

 

256,030,616

 

 

 

109,482,482

 

 

 

56,209,906

 

 

 

5,683,459

 

 

 

8,289,321

 

Non-current liabilities

 

 

657,734

 

 

 

151,707

 

 

 

-

 

 

 

-

 

 

 

809,441

 

Total liabilities

 

 

256,688,350

 

 

 

109,634,189

 

 

 

56,209,906

 

 

 

5,683,459

 

 

 

9,098,762

 

Total shareholders' equity (net assets)

 

$9,415,018

 

 

$45,827,710

 

 

$942,991

 

 

$138,922,889

 

 

$154,684,091

 

The condensed consolidating table below disaggregated the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Company into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated for the six months ended March 31, 2023 and 2022.

 

 

 

For the six months ended March 31, 2023 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Revenues

 

$38,044,279

 

 

$10,588,053

 

 

$11,914,942

 

 

 

-

 

 

$60,547,274

 

Cost of revenues

 

 

(35,945,422)

 

 

(10,580,039)

 

 

(11,852,361)

 

 

-

 

 

 

(58,377,822)

Gross profit

 

 

2,098,857

 

 

 

8,014

 

 

 

62,581

 

 

 

-

 

 

 

2,169,452

 

Operating expenses

 

 

(459,615)

 

 

(32,297)

 

 

(287,996)

 

 

(737,281)

 

 

(1,517,189)

Income (loss) from operations

 

 

1,639,242

 

 

 

(24,283)

 

 

(225,415)

 

 

(737,281)

 

 

652,263

 

Other income (expenses)

 

 

1,519,485

 

 

 

(12,064)

 

 

624,292

 

 

 

(829,008)

 

 

1,302,705

 

Income (loss) before income taxes

 

 

3,158,727

 

 

 

(36,347)

 

 

398,877

 

 

 

(1,566,289)

 

 

1,954,968

 

Provision for income taxes

 

 

(373,292)

 

 

-

 

 

 

(1,817)

 

 

-

 

 

 

(375,109)

Net income (loss)

 

$2,785,435

 

 

$

(36,347)

 

 

$397,060

 

 

$

(1,566,289)

 

 

$1,579,859

 

 

 

 

For the six months ended March 31, 2022 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

 

FAMI

 

 

 

total

 

Revenues

 

$31,295,055

 

 

$1,635,180

 

 

$9,205,480

 

 

$

 

 

$42,135,715

 

Cost of revenues

 

 

(28,722,969)

 

 

(1,593,024)

 

 

(8,832,012)

 

 

 

 

 

(39,148,005)

Gross profit

 

 

2,572,086

 

 

 

42,156

 

 

 

373,468

 

 

 

 

 

 

2,987,710

 

Operating expenses

 

 

(463,455)

 

 

(95,927)

 

 

(513,142)

 

 

(2,529,882)

 

 

(3,602,405)

Income (loss) from operations

 

 

2,108,631

 

 

 

(53,771)

 

 

(139,674)

 

 

(2,529,882)

 

 

(614,695)

Other expenses

 

 

52,050

 

 

 

42,526

 

 

 

(61,369)

 

 

(1,860)

 

 

31,347

 

Income (loss) before income taxes

 

 

2,160,681

 

 

 

(11,245)

 

 

(201,043)

 

 

(2,531,742)

 

 

(583,348)

Provision for income taxes

 

 

(3,590)

 

 

 

 

 

 

 

 

 

 

 

(3,590)

Net income (loss)

 

$2,157,091

 

 

$(11,245)

 

$(201,043)

 

$(2,531,742)

 

$(586,939)

The condensed consolidating table below disaggregated the Consolidated Statements of Cash Flows of the Company into FAMI, the VIE and its subsidiaries, the WFOE that is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated for the six months ended March 31, 2023 and 2022.

 

 

 

For the six months ended March 31, 2023 (unaudited)

 

 

 

 

 

 

WFOE

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

that is the

 

 

 

 

 

 

 

 

 

 

 

 

entities

 

 

primary

 

 

VIE

 

 

 

 

 

 

 

 

 

that are

 

 

beneficiary

 

 

and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

of the VIE

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Net cash (used in) provided by operating activities

 

$30,419,620

 

 

$

(345,212)

 

 

$

(37,321,430)

 

 

$

(4,057,095)

 

 

$

(11,304,117)

 

Net cash provided by (used in) investing activities

 

 

(382)

 

 

-

 

 

 

36,326,659

 

 

 

-

 

 

 

36,326,277

 

Net cash provided by (used in) financing activities

 

 

(4,485)

 

 

331,693

 

 

 

1,004,045

 

 

 

-

 

 

 

1,331,253

 

Effect of exchange rate changes on cash

 

 

1,843,401

 

 

 

(2,514)

 

 

(3,640)

 

 

-

 

 

 

1,837,247

 

Net (decrease) increase in cash and restricted cash

 

 

32,258,154

 

 

 

(16,033)

 

 

5,634

 

 

 

(4,057,095)

 

 

28,190,660

 

Cash, beginning of period

 

 

183,030

 

 

 

37,393

 

 

 

61,196

 

 

 

4,057,179

 

 

 

41,166,331

 

Cash, end of period

 

$32,441,184

 

 

$21,360

 

 

$66,830

 

 

$84

 

 

$69,356,991

 

 

 

 

 

 

For the six months ended March 31, 2022

 

 

 

 

 

 

Other

 

 

WFOE

 

 

 

 

 

 

 

 

 

 

 

 

that is the

 

 

VIE

 

 

 

 

 

 

 

 

 

 

entities

 

 

primary

 

 

VIE 

 

 

 

 

 

 

that are

 

 

beneficiary

 

 

and its

 

 

 

Consolidated

 

 

 

consolidated

 

 

of the VIE

 

 

subsidiaries

 

 

FAMI

 

total

 

Net cash (used in) provided by operating activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

$(44,026,361)

 

$9,735,052

 

 

$47,125,836

 

 

$(6,460,183)

 

$6,374,344

 

Net cash (used in) provided by investing activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

 

(8,389,513)

 

 

2,830,945

 

 

 

(47,365,507)

 

 

 

 

 

(52,924,075)

Net cash provided by financing activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

 

(49,881)

 

 

 

 

 

 

 

 

5,945,400

 

 

 

5,895,519

 

Effect of exchange rate changes on cash and restricted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cash

 

 

(3,381,344)

 

 

39,573

 

 

 

6,410

 

 

 

 

 

 

(3,335,361)

Net increase (decrease) in cash and restricted cash

 

 

(55,847,099)

 

 

12,605,570

 

 

 

(233,261)

 

 

(514,783)

 

 

(43,989,573)

Cash and restricted cash from continuing operations,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

beginning of year

 

 

183,030

 

 

 

116,447

 

 

 

434,135

 

 

 

522,915

 

 

 

59,262,514

 

Cash and restricted cash from continuing operations, end

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of year

 

$(55,664,069)

 

$12,722,017

 

 

$200,874

 

 

$8,132

 

 

$15,272,941

 

Cash is transferred within the Company through the banking system in PRC. Under the VIE agreements, the Company intends to distribute 95% of VIE’s earnings after eliminating VIE’s accumulated losses and making appropriation of VIE’s after-tax net income into the statutory surplus reserve based on at least 10% of the after-tax net income determined in accordance with generally accepted accounting principles of the PRC. When there are retained earnings available for distribution, the distribution of VIE’s earnings will be through payment of service fees to Farmmi Agricultural, such service fee is subject to 6% value-added sales tax, other taxes of 12% which calculation is based on 6% value-added taxes and Farmmi Agricultural is subject to corporate income tax up to 25% for its net income. Under the VIE agreements, when there is a change of shareholder in VIE, amount owed by VIE to the Company should be first settled. The condensed consolidating table below quantified the transfer between FAMI, its subsidiaries, VIE and its subsidiaries, WFOE that is the primary beneficiary of the VIE and the investors for the six months ended March 31, 2023 and 2022. These transfers were mainly for the purpose of providing working capital between FAMI, its subsidiaries, VIE and its subsidiaries and WFOE that is the primary beneficiary of the VIE.

 

 

 

Transfer to

 

 

 

Holding

 

 

 

 

Consolidated

 

 

Other

 

 

 

Transfer from

 

Company

 

 

WFOE

 

 

VIE

 

 

subsidiaries

 

 

Investors

 

Holding company

 

 

-

 

 

$291,223

 

 

 

-

 

 

 

-

 

 

 

-

 

WFOE

 

 

-

 

 

 

-

 

 

$418,780

 

 

$7,578,036

 

 

 

-

 

Consolidated VIE

 

 

-

 

 

$5,782,726

 

 

 

-

 

 

$212

 

 

 

-

 

Other subsidiaries

 

 

-

 

 

$1,724,246

 

 

$71,771

 

 

 

-

 

 

 

-

 

Use of estimates

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include allowance for doubtful accounts and advances to suppliers, the valuation of inventories, the useful lives of property, plant and equipment, the valuation of beneficial conversion feature of the convertible notes, valuation of the warrants and the valuation of deferred tax assets. Actual results could differ from those estimates.

Cash

Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. All cash balances are in bank accounts in PRC. Cash maintained in banks within the People’s Republic of China of less than RMB0.5 million ($72,806) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China.

Restricted cash

The Company adopted Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows: Restricted Cash on October 1, 2018. This ASU applies to all entities that have restricted cash or restricted cash equivalents to be presented in the statement of cash flows under ASC Topic 230. As of March 31, 2023 and September 30, 2022, the Company had restricted cash of nil and nil, respectively.

Short-term deposit

Short-term deposit relates to fixed terms cash deposits with financial institutions with original maturities of more than three months and less than a year. As of March 31, 2023 and September 30, 2022, the Company had short-term deposit of nil and $35,144,444 earning interest at nil and 2.05% per annum with one year maturity on October 15, 2022, respectively.

Short-term investments

The Company accounts for all investments in accordance with ASC topic 320 (“ASC 320”), Investments – Debt and Equity Securities. The Company classifies the investments in debt and equity securities as “held-to-maturity”, “trading” or “available-for-sale”, whose classification determines the respective accounting methods stipulated by ASC 320. All investments with original maturities of greater than three months not exceeding twelve months are classified as short-term investments, while those of more than twelve months are classified as long-term investments. Investments that are expected to be realized in cash during the next twelve months are also included in short-term investments. Dividend and interest income, including amortization of the premium and discount arising at acquisition, for all categories of investments in securities, are included in earnings. Any realized gains or losses on the sale of the short-term investments, are determined on a specific identification method, and such gains and losses are reflected in earnings during the period in which gains or losses are realized.

 

The securities that the Company has the positive intent and the ability to hold to maturity are classified as held-to-maturity securities and stated at amortized cost.

 

The securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Unrealized holding gains and losses for trading securities are included in earnings.

 

Investments not classified as trading or as held-to-maturity are classified as available-for-sale securities. Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income. Realized gains or losses are included in earnings during the period in which the gain or loss is realized. An impairment loss on the available-for-sale securities is recognized in the consolidated statements of income when the decline in value is determined to be other-than-temporary.

Accounts receivable, net

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful.

Advances to suppliers, net

Advances to suppliers represent prepayments made to ensure continuous high-quality supplies and favorable purchase prices for premium quality. These advances are directly related to the purchases of raw materials used to fulfill sales orders. The Company is required from time to time to make cash advances when placing its purchase orders. These advances are settled upon suppliers delivering raw materials to the Company when the transfer of ownership occurs. The Company reviews its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.

Inventory, net

The Company values its inventories at the lower of cost, determined on a weighted average basis, or net realizable value. The Company reviews its inventories periodically to determine if any reserves are necessary for potential obsolescence or if the carrying value exceeds net realizable value.

Long-term investments

The Company’s long-term investments consist of equity securities without readily determinable fair value.

 

The Company adopted ASC Topic 321, Investments-Equity Securities (“ASC 321”) from September 1, 2018. Pursuant to ASC 321, for equity securities measured at fair value with changes in fair value record in earnings, the Company does not assess whether those investments are impaired. For those equity securities that the Company selects to use the measurement alternative, the Company uses the measurement alternative to measure those investments at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company has to estimate the investment’s fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, (“ASC 820”). If the fair value is less than the investment’s carrying value, the Company recognizes an impairment loss in net income equal to the difference between the carrying value and fair value.

 

As of March 31, 2023 and September 30, 2022, the Company evaluated its investments, taking into consideration, including, but not limited to, the duration, degree and causes of the decline in financial results, its intent and ability to hold the investment and the invested companies' financial performance and near-term prospects. Based on the evaluation, the company’s long-term investment is not impaired.

 

The Company invests from time to time in equity securities of private companies. If the Company determines that the Company has control over these companies, the Company includes them in the consolidated financial statements. If the Company determines that the Company does not have control over these companies, the Company then determines if the Company has an ability to exercise significant influence via voting interests, board representation or other business relationships.

 

The Company accounts for the investments where the Company exercises significant influence using either an equity method of accounting or at fair value by electing the fair value option under Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments. If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, the Company applies it to all its financial interests in the same entity (equity and debt, including guarantees) that are eligible items. All gains and losses from fair value changes, unrealized and realized, are presented as changes in fair values of equity and long-term investments, net on the consolidated statements of income.

 

If the Company concludes that it does not have an ability to exercise significant influence over an investee, the Company may elect to account for the security without a readily determinable fair value using the measurement alternative under ASC Topic 312, Investments – Equity Securities. This measurement alternative allows the Company to measure the equity investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

 

The Company’s long-term investments are equity method investments. Investee companies over which the Company has the ability to exercise significant influence but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

 

Under the equity method, the Company initially records its investment at cost and subsequently recognizes the Company’s proportionate share of each equity investee’s net income or loss after the date of investment into net loss and accordingly adjusts the carrying amount of the investment. The Company reviews its equity method investments for impairment whenever an event or circumstance indicates that any other-than-temporary impairment has occurred. The Company considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investment.

 

An Impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. As of March 31, 2023 and September 30, 2022, the Company had no impairment for long-term investments.

Biological assets

Biological assets mainly consist of bamboo forests managed for future bamboo harvest and sales, of which the Company owned 82 forest right certificates with expiry dates ranging from December 30, 2026 to December 9, 2070 and with an area of 9.6 km2. The forest types are mixed mature forests which can be harvested for commercial purposes. The forests mainly consist of bamboo, fir trees and other trees. Biological assets are initially measured at cost and subsequently amortized on a straight-line basis over its estimated useful lives.

 

Amortization expenses were $109,570 and nil for the six months ended March 31, 2023 and 2022, respectively.

Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use.

 

Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. The estimated useful lives for significant property and equipment are as follows:

 

Forestry

fair value

Plant, machinery and equipment

5 – 10 years

Transportation equipment

4 years

Office equipment

3 – 5 years

Leasehold improvement

Shorter of lease term or useful life

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred.

 

Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized.

Intangible assets, net

Intangible assets consist primarily of purchased software. Intangible assets are stated at cost less accumulated amortization, which are amortized using the straight-line method with the estimated useful lives of three years.

 

Amortization expenses were $6,885 and $17,965 for the six months ended March 31, 2023 and 2022, respectively.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the six months ended March 31, 2023 and 2022.

Revenue recognition

The Company follows ASU 2014-09 Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC 606, to determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract (s) with the customer, (ii)  identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per ton.

 

The Company’s contract liabilities primarily include advance from customers. As of March 31, 2023 and September 30, 2022, the contract liabilities are $479,490 and $637,165, respectively, and included in other current liabilities on the consolidated balance sheets. For the six months ended March 31, 2023 and 2022, there was no revenue recognized from performance obligations related to prior periods.

Cost of revenues

Cost of revenues includes cost of raw materials purchased, inbound freight cost, cost of direct labor, depreciation expense and other overhead.

 

Write-down of inventory for lower of cost or net realizable value adjustments is also recorded in cost of revenues.

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings per Share (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

The component of basic and diluted EPS were as follows:

 

Six months ended March 31,

 

2023

 

 

2022

 

Net income (loss) available for ordinary shareholders (A)

 

$1,579,859

 

 

$

(586,939)

 

 

 

 

 

 

 

 

 

Weighted average outstanding ordinary shares (B)

 

 

 

 

 

 

 

- basic

 

 

23,906,985

 

 

 

22,583,259

 

- diluted

 

 

38,029,792

 

 

 

22,583,259

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per ordinary share - basic (A/B)

 

$0.07

 

 

$

(0.03)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per ordinary share - diluted (A/B)

 

$0.04

 

 

$

(0.03)

 

Fair value of financial instruments

The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.

 

The three levels are defined as follows:

 

Level 1 — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

 

Level 3 — Inputs to the valuation methodology are unobservable.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, short-term deposit, short-term investments, notes receivable, accounts receivable, advances to suppliers, other current assets, short-term bank loans accounts payable, due to related parties, operating lease liabilities –current and other current liabilities, approximate their recorded values due to their short-term in nature. The fair value of longer term operating lease liabilities approximate their recorded values as their stated interest rates approximate the rates currently available.

Beneficial conversion feature

The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable is retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

Debt issuance costs and debt discounts

The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed.

Fair value of the embedded derivatives in the convertible promissory notes

The convertible promissory notes consisted of a liability component (“financial liability”) and an embedded derivative conversion feature (“derivative liability”). The net proceeds of these convertible promissory notes were first allocated to the fair value of the derivative liability. Subsequent changes in fair value of the derivative liability were recorded in other income.

 

The Company measures the fair value of the embedded derivative by reference to the fair value on the issuance date and maturity date of the convertible promissory notes and revalues them at each reporting date. In determining the fair value of the embedded derivatives, the Company used the Black-Scholes option pricing model with the following assumptions: average volatility rate; market price at the reporting date; risk-free interest rate; and the remaining life of the embedded derivatives. The inputs used in the Black-Scholes model are taken from observable markets. Changes to assumptions used can affect the amounts recognized in the consolidated financial statements.

Concentrations of credit risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and advances to suppliers. As of March 31, 2023 and September 30 2022, $69,332,191 and $76,308,051 of the Company’s cash is maintained in banks within the People’s Republic of China of which deposits of RMB0.5 million (equivalent to $72,806) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. The Company has not experienced any losses in such accounts. A significant portion of the Company’s sales are credit sales primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas. The Company also makes cash advances to certain suppliers to ensure the stable supply of key raw materials. The Company performs ongoing credit evaluations of its customers and key suppliers to help further reduce credit risk.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity but are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustment from the Company not using the U.S. dollar as its functional currency.

Leases

The Company adopted ASU 2016-02, Leases on October 1, 2019 and used the alternative transition approach which permits the effects of adoption to be applied at the effective date. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits the Company not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the short-term lease exemption and combining the lease and non-lease components practical expedients. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The most significant impact upon adoption relates to the recognition of new Right-of-use (“ROU”) assets and lease liabilities on the Company’s consolidated balance sheets for office space operating leases.

Foreign currency translation

The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The unaudited condensed consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

 

The exchange rates in effect as of March 31, 2023 and September 30, 2022 were RMB1 for $0.1456 and $0.1406, respectively. The average exchange rates for the six months ended March 31, 2023 and 2022 were RMB1 for $0.1434 and $0.1573, respectively.

Shipping and handling expenses

All shipping and handling costs are expensed as incurred and included in selling expenses. Total shipping and handling expenses were $37,053 and $105,918 for the six months ended March 31, 2023 and 2022, respectively, which included selling and distribution expenses in the accompanying unaudited condensed statements of operations.

Value added tax

The Company is generally subject to the value added tax (“VAT”) for selling merchandise, except for FLS Mushroom. Before May 1, 2018, the applicable VAT rate was 13% or 17% (depending on the type of goods involved) for products sold in PRC. After May 1, 2018, the Company is subject to a tax rate of 12% or 16%, and after April 1, 2019, the tax rate was further reduced to 9% or 13% based on the new Chinese tax law. Pursuant to approval issued by the State Administration of Taxation, Nongyuan Network’s and Nongmi East’s major operation can be classified as agriculture products and its revenue is exempt from VAT. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice of PRC, the Company pays VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued. In the event the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax authorities have the right to assess a penalty based on the amount of taxes which is determined to be late or deficient, with any penalty being expensed in the period when a determination is made by the tax authorities that a penalty is due. During the reporting periods, the Company had no dispute with PRC tax authorities and there was no tax penalty incurred.

Income taxes

The Company is subject to the income tax laws of the PRC and a subsidiary in Canada is subject to income tax laws of Canada. The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or not be deductible in the future.

 

ASC 740-10-25 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There were no material uncertain tax positions as of March 31, 2023 and September 30, 2022. As of March 31, 2023, the tax years ended December 31, 2015 through December 31, 2022 for the Company’s PRC subsidiary remain open for statutory examination by PRC tax authorities.

Statement of Cash Flows

In accordance with ASC 230, Statement of Cash Flows, cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Risks and uncertainties

The operations of the Company are located in PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in PRC, in addition to the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political and social conditions in PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

The Company’s sales, purchases and expense transactions are denominated in RMB, and a substantial part of the Company’s assets and liabilities are also denominated in RMB. RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China, the central bank of China. Remittances in currencies other than RMB may require certain supporting documentation in order to effect the remittance.

 

The Company’s operating entities in PRC do not carry any business interruption insurance, product liability insurance or any other insurance policy except for a limited property insurance policy. As a result, the Company may incur uninsured losses, increasing the possibility that investors would lose their entire investment in the Company.

 

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

Recent accounting pronouncements

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and ASU 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, the Company plans to adopt this guidance effective October 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2016-13 on its unaudited condensed consolidated financial statements but does not expect this guidance will have a material impact on its unaudited condensed consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for both Subtopics. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

v3.23.2
Organization and nature of business (Tables)
6 Months Ended
Mar. 31, 2023
Organization and nature of business  
Schedule of subsidiaries upon reorganization

Name of Entity

Date of Incorporation

Place of Incorporation

% of Ownership

Principal activities

FAMI

July 28, 2015

Cayman

Parent

Holding company

Farmmi International

August 20, 2015

Hong Kong

100%

Holding company

Farmmi Enterprise

May 23, 2016

Zhejiang, China

100%

Holding company

Farmmi Technology

June 6, 2016

Zhejiang, China

100%

Holding company

Farmmi Agricultural

December 8, 2015

Zhejiang, China

100%

Holding company

Farmmi Food

December 26, 2017

Zhejiang, China

100%

Dehydrating, further processing and distribution of edible fungus

Farmmi E-Commerce

March 22, 2019

Zhejiang, China

100%

Technology development, technical services and technical consultation related to agricultural products

Farmmi Biotech

April 7, 2021

Zhejiang, China

100%

Research and development of mushroom powder and mushroom extract

Farmmi Ecology

April 25, 2021

Zhejiang, China

100%

Holding company

Farmmi Supply Chain

May 11, 2021

Zhejiang, China

100%

Agricultural products supply chain

Farmmi Health Development

September 17, 2021

Zhejiang, China

100%

Health development

Farmmi Medical Health

September 18, 2021

Zhejiang, China

100%

Medical health

Farmmi Holdings

September 18, 2021

Zhejiang, China

100%

Holding company

Jiangxi Xiangbo

June 18, 2021

Jiangxi, China

100%

Holding company

Yudu Yada

November 10, 2010

Jiangxi, China

100%

Forestry development

Guoning Zhonghao

June 15, 2021

Zhejiang, China

100%

Agriculture exporting

Farmmi Eco Agri

May 27, 2022

Zhejiang, China

100%

Agriculture products

Farmmi Canada

July 13, 2022

Canada

100%

Agriculture products

Farmmi USA

April 20, 2023

USA

100%

Import and export of agriculture products

Nongyuan Network

July 7, 2016

Zhejiang, China

0 (VIE)

Trading

Yitang Mediservice

September 7, 2021

Zhejiang, China

100% subsidiary of the VIE

Medical services

Yiting Meditech

September 17, 2021

Zhejiang, China

100% subsidiary of the VIE

Medical technology

Yifeng Medihealth

January 10, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical health

Yilong Enterprise

January 10, 2022

Zhejiang, China

100% subsidiary of the VIE

Management services

YF YL MediTech

January 19, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical technology

YT SK Medihealth

January 19, 2022

Zhejiang, China

100% subsidiary of the VIE

Medical health

v3.23.2
Summary of significant accounting policies (Tables)
6 Months Ended
Mar. 31, 2023
Summary of significant accounting policies  
Schedule of carrying amount of this variable interest entities of financials

 

 

As of March 31, 2023 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Intercompany receivables

 

$139,689,717

 

 

$127,854,855

 

 

 

-

 

 

$143,744,535

 

 

 

-

 

Current assets excluding intercompany receivables

 

 

138,450,476

 

 

 

831,079

 

 

 

17,098,150

 

 

 

183,842

 

 

 

156,563,547

 

Current assets

 

 

278,140,193

 

 

 

128,685,934

 

 

 

17,098,150

 

 

 

143,928,377

 

 

 

156,563,547

 

Investment in subsidiaries

 

 

-

 

 

 

40,065,205

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-current assets excluding investment in subsidiaries

 

 

10,783,715

 

 

 

8,788

 

 

 

7,194,405

 

 

 

-

 

 

 

17,986,908

 

Non-current assets

 

 

10,783,715

 

 

 

40,073,993

 

 

 

7,194,405

 

 

 

-

 

 

 

17,986,908

 

Total assets

 

 

288,923,908

 

 

 

168,759,927

 

 

 

24,292,555

 

 

 

143,928,377

 

 

 

174,550,455

 

Intercompany payables

 

 

271,599,390

 

 

 

120,627,140

 

 

 

19,061,875

 

 

 

702

 

 

 

-

 

Current liabilities excluding intercompany payables

 

 

887,077

 

 

 

549,371

 

 

 

3,850,837

 

 

 

6,571,075

 

 

 

11,858,360

 

Current liabilities

 

 

272,486,467

 

 

 

121,176,511

 

 

 

22,912,712

 

 

 

6,571,777

 

 

 

11,858,360

 

Non-current liabilities

 

 

549,078

 

 

 

151,707

 

 

 

-

 

 

 

-

 

 

 

700,785

 

Total liabilities

 

 

273,035,545

 

 

 

121,328,218

 

 

 

22,912,712

 

 

 

6,571,777

 

 

 

12,559,145

 

Total shareholders' equity (net assets)

 

$15,888,363

 

 

$47,431,709

 

 

$1,379,843

 

 

$137,356,600

 

 

$161,991,310

 

 

 

As of September 30, 2022

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Intercompany receivables

 

$163,676,919

 

 

$114,994,912

 

 

 

-

 

 

$140,445,311

 

 

 

-

 

Current assets excluding intercompany receivables

 

 

91,926,232

 

 

 

33,986

 

 

 

57,133,125

 

 

 

4,161,037

 

 

 

153,254,380

 

Current assets

 

 

255,603,151

 

 

 

115,028,898

 

 

 

57,133,125

 

 

 

144,606,348

 

 

 

153,254,380

 

Investment in subsidiaries

 

 

-

 

 

 

40,424,517

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-current assets excluding investment in subsidiaries

 

 

10,500,217

 

 

 

8,484

 

 

 

19,772

 

 

 

-

 

 

 

10,528,473

 

Non-current assets

 

 

10,500,217

 

 

 

40,433,001

 

 

 

19,772

 

 

 

-

 

 

 

10,528,473

 

Total assets

 

 

266,103,368

 

 

 

155,461,899

 

 

 

57,152,897

 

 

 

144,606,348

 

 

 

163,782,853

 

Intercompany payables

 

 

255,440,223

 

 

 

109,255,668

 

 

 

54,420,549

 

 

 

702

 

 

 

-

 

Current liabilities excluding intercompany payables

 

 

590,393

 

 

 

226,814

 

 

 

1,789,357

 

 

 

5,682,757

 

 

 

8,289,321

 

Current liabilities

 

 

256,030,616

 

 

 

109,482,482

 

 

 

56,209,906

 

 

 

5,683,459

 

 

 

8,289,321

 

Non-current liabilities

 

 

657,734

 

 

 

151,707

 

 

 

-

 

 

 

-

 

 

 

809,441

 

Total liabilities

 

 

256,688,350

 

 

 

109,634,189

 

 

 

56,209,906

 

 

 

5,683,459

 

 

 

9,098,762

 

Total shareholders' equity (net assets)

 

$9,415,018

 

 

$45,827,710

 

 

$942,991

 

 

$138,922,889

 

 

$154,684,091

 

 

 

For the six months ended March 31, 2023 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Revenues

 

$38,044,279

 

 

$10,588,053

 

 

$11,914,942

 

 

 

-

 

 

$60,547,274

 

Cost of revenues

 

 

(35,945,422)

 

 

(10,580,039)

 

 

(11,852,361)

 

 

-

 

 

 

(58,377,822)

Gross profit

 

 

2,098,857

 

 

 

8,014

 

 

 

62,581

 

 

 

-

 

 

 

2,169,452

 

Operating expenses

 

 

(459,615)

 

 

(32,297)

 

 

(287,996)

 

 

(737,281)

 

 

(1,517,189)

Income (loss) from operations

 

 

1,639,242

 

 

 

(24,283)

 

 

(225,415)

 

 

(737,281)

 

 

652,263

 

Other income (expenses)

 

 

1,519,485

 

 

 

(12,064)

 

 

624,292

 

 

 

(829,008)

 

 

1,302,705

 

Income (loss) before income taxes

 

 

3,158,727

 

 

 

(36,347)

 

 

398,877

 

 

 

(1,566,289)

 

 

1,954,968

 

Provision for income taxes

 

 

(373,292)

 

 

-

 

 

 

(1,817)

 

 

-

 

 

 

(375,109)

Net income (loss)

 

$2,785,435

 

 

$

(36,347)

 

 

$397,060

 

 

$

(1,566,289)

 

 

$1,579,859

 

 

 

For the six months ended March 31, 2022 (unaudited)

 

 

 

Other entities

 

 

WFOE that is

 

 

 

 

 

 

 

 

 

 

 

 

that are

 

 

the primary

 

 

VIE and its

 

 

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

beneficiary

 

 

subsidiaries

 

 

 

FAMI

 

 

 

total

 

Revenues

 

$31,295,055

 

 

$1,635,180

 

 

$9,205,480

 

 

$

 

 

$42,135,715

 

Cost of revenues

 

 

(28,722,969)

 

 

(1,593,024)

 

 

(8,832,012)

 

 

 

 

 

(39,148,005)

Gross profit

 

 

2,572,086

 

 

 

42,156

 

 

 

373,468

 

 

 

 

 

 

2,987,710

 

Operating expenses

 

 

(463,455)

 

 

(95,927)

 

 

(513,142)

 

 

(2,529,882)

 

 

(3,602,405)

Income (loss) from operations

 

 

2,108,631

 

 

 

(53,771)

 

 

(139,674)

 

 

(2,529,882)

 

 

(614,695)

Other expenses

 

 

52,050

 

 

 

42,526

 

 

 

(61,369)

 

 

(1,860)

 

 

31,347

 

Income (loss) before income taxes

 

 

2,160,681

 

 

 

(11,245)

 

 

(201,043)

 

 

(2,531,742)

 

 

(583,348)

Provision for income taxes

 

 

(3,590)

 

 

 

 

 

 

 

 

 

 

 

(3,590)

Net income (loss)

 

$2,157,091

 

 

$(11,245)

 

$(201,043)

 

$(2,531,742)

 

$(586,939)

 

 

For the six months ended March 31, 2023 (unaudited)

 

 

 

 

 

 

WFOE

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

that is the

 

 

 

 

 

 

 

 

 

 

 

 

entities

 

 

primary

 

 

VIE

 

 

 

 

 

 

 

 

 

that are

 

 

beneficiary

 

 

and its

 

 

 

 

 

Consolidated

 

 

 

consolidated

 

 

of the VIE

 

 

subsidiaries

 

 

FAMI

 

 

total

 

Net cash (used in) provided by operating activities

 

$30,419,620

 

 

$

(345,212)

 

 

$

(37,321,430)

 

 

$

(4,057,095)

 

 

$

(11,304,117)

 

Net cash provided by (used in) investing activities

 

 

(382)

 

 

-

 

 

 

36,326,659

 

 

 

-

 

 

 

36,326,277

 

Net cash provided by (used in) financing activities

 

 

(4,485)

 

 

331,693

 

 

 

1,004,045

 

 

 

-

 

 

 

1,331,253

 

Effect of exchange rate changes on cash

 

 

1,843,401

 

 

 

(2,514)

 

 

(3,640)

 

 

-

 

 

 

1,837,247

 

Net (decrease) increase in cash and restricted cash

 

 

32,258,154

 

 

 

(16,033)

 

 

5,634

 

 

 

(4,057,095)

 

 

28,190,660

 

Cash, beginning of period

 

 

183,030

 

 

 

37,393

 

 

 

61,196

 

 

 

4,057,179

 

 

 

41,166,331

 

Cash, end of period

 

$32,441,184

 

 

$21,360

 

 

$66,830

 

 

$84

 

 

$69,356,991

 

 

 

 

 

For the six months ended March 31, 2022

 

 

 

 

 

 

Other

 

 

WFOE

 

 

 

 

 

 

 

 

 

 

 

 

that is the

 

 

VIE

 

 

 

 

 

 

 

 

 

 

entities

 

 

primary

 

 

VIE 

 

 

 

 

 

 

that are

 

 

beneficiary

 

 

and its

 

 

 

Consolidated

 

 

 

consolidated

 

 

of the VIE

 

 

subsidiaries

 

 

FAMI

 

total

 

Net cash (used in) provided by operating activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

$(44,026,361)

 

$9,735,052

 

 

$47,125,836

 

 

$(6,460,183)

 

$6,374,344

 

Net cash (used in) provided by investing activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

 

(8,389,513)

 

 

2,830,945

 

 

 

(47,365,507)

 

 

 

 

 

(52,924,075)

Net cash provided by financing activities from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations

 

 

(49,881)

 

 

 

 

 

 

 

 

5,945,400

 

 

 

5,895,519

 

Effect of exchange rate changes on cash and restricted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cash

 

 

(3,381,344)

 

 

39,573

 

 

 

6,410

 

 

 

 

 

 

(3,335,361)

Net increase (decrease) in cash and restricted cash

 

 

(55,847,099)

 

 

12,605,570

 

 

 

(233,261)

 

 

(514,783)

 

 

(43,989,573)

Cash and restricted cash from continuing operations,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

beginning of year

 

 

183,030

 

 

 

116,447

 

 

 

434,135

 

 

 

522,915

 

 

 

59,262,514

 

Cash and restricted cash from continuing operations, end

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of year

 

$(55,664,069)

 

$12,722,017

 

 

$200,874

 

 

$8,132

 

 

$15,272,941

 

 

 

Transfer to

 

 

 

Holding

 

 

 

 

Consolidated

 

 

Other

 

 

 

Transfer from

 

Company

 

 

WFOE

 

 

VIE

 

 

subsidiaries

 

 

Investors

 

Holding company

 

 

-

 

 

$291,223

 

 

 

-

 

 

 

-

 

 

 

-

 

WFOE

 

 

-

 

 

 

-

 

 

$418,780

 

 

$7,578,036

 

 

 

-

 

Consolidated VIE

 

 

-

 

 

$5,782,726

 

 

 

-

 

 

$212

 

 

 

-

 

Other subsidiaries

 

 

-

 

 

$1,724,246

 

 

$71,771

 

 

 

-

 

 

 

-

 

Schedule of useful lives of property, plant and equipment

Forestry

fair value

Plant, machinery and equipment

5 – 10 years

Transportation equipment

4 years

Office equipment

3 – 5 years

Leasehold improvement

Shorter of lease term or useful life

Summary of component of basic and diluted EPS

Six months ended March 31,

 

2023

 

 

2022

 

Net income (loss) available for ordinary shareholders (A)

 

$1,579,859

 

 

$

(586,939)

 

 

 

 

 

 

 

 

 

Weighted average outstanding ordinary shares (B)

 

 

 

 

 

 

 

- basic

 

 

23,906,985

 

 

 

22,583,259

 

- diluted

 

 

38,029,792

 

 

 

22,583,259

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per ordinary share - basic (A/B)

 

$0.07

 

 

$

(0.03)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per ordinary share - diluted (A/B)

 

$0.04

 

 

$

(0.03)

 

v3.23.2
Accounts receivable net (Tables)
6 Months Ended
Mar. 31, 2023
Accounts receivable net  
Schedule of accounts receivable

 

 

 As of

 

 

 As of

 

 

 

 March 31

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

(unaudited)

 

 

 

 

Accounts receivable

 

$27,477,450

 

 

$16,358,493

 

Less: allowance for doubtful accounts

 

 

(135,537)

 

 

(7,249)

Accounts receivable, net

 

$27,341,913

 

 

$16,351,244

 

v3.23.2
Advances to suppliers net (Tables)
6 Months Ended
Mar. 31, 2023
Advances to suppliers net  
Schedule of advance to suppliers

 

 

As of

 

 

As of

 

 

 

March 31

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Advances to suppliers

 

$58,979,620

 

 

$48,636,862

 

Less: allowance for doubtful accounts

 

 

(3,375)

 

 

(3,258)

Advances to suppliers, net

 

$58,976,245

 

 

$48,633,604

 

v3.23.2
Inventories net (Tables)
6 Months Ended
Mar. 31, 2023
Inventories net  
Schedule of inventories

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Raw materials

 

$418,788

 

 

$620,252

 

Packaging materials

 

 

80,346

 

 

 

63,703

 

Finished goods

 

 

63,325

 

 

 

81,975

 

Inventory

 

 

562,459

 

 

 

765,930

 

Less: allowance for inventory reserve

 

 

(120,275)

 

 

(49,652)

Inventory, net

 

$442,184

 

 

$716,278

 

v3.23.2
Property plant and equipment net (Tables)
6 Months Ended
Mar. 31, 2023
Property plant and equipment net  
Schedule of property, plant and equipment, stated at cost less accumulated depreciation

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

 (unaudited)

 

 

 

 

 Plant, machinery and equipment

 

$66,756

 

 

$64,449

 

 Transportation equipment

 

 

51,004

 

 

 

49,241

 

 Office equipment

 

 

20,980

 

 

 

20,254

 

 Subtotal

 

 

138,740

 

 

 

133,944

 

 Accumulated depreciation

 

 

(105,182)

 

 

(89,076)

 Total

 

$33,558

 

 

$44,868

 

v3.23.2
Loans (Tables)
6 Months Ended
Mar. 31, 2023
Loans  
Schedule of short-term and long-term loans

 

 

 

 

 

 

As of

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

September 30,

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Loan

 

Loan

 

Loan

 

 

Loan

 

 

Loan

 

 

Effective

 

 

 

 

 

commencement

 

maturity

 

amount

 

 

amount

 

 

amount

 

 

interest

 

 

 

As of March 31, 2023

 

date

 

date

 

in RMB

 

 

in USD

 

 

in USD

 

 

rate

 

 

Note

 

Secured short-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

China Guangfa Bank Co., Ltd.

 

November 1, 2022

 

October 31, 2023

 

 

5,000,000

 

 

$728,056

 

 

 

-

 

 

 

3.95%

 

 

1

 

Industrial Bank Co., Ltd

 

January 16, 2023

 

January 14, 2024

 

 

2,000,000

 

 

 

291,223

 

 

 

-

 

 

 

5.13%

 

 

2

 

Total secured short-term loans

 

 

 

 

 

 

7,000,000

 

 

$1,019,279

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured short-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of Beijing

 

January 17, 2023

 

January 17, 2024

 

 

3,000,000

 

 

 

436,834

 

 

 

-

 

 

 

4.65%

 

 

 

 

Total unsecured short-term loans

 

 

 

 

 

 

3,000,000

 

 

$436,834

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total short-term loans

 

 

 

 

 

 

10,000,000

 

 

$1,456,113

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured long-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term loans, current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of Beijing

 

April 6, 2022

 

April 5, 2026

 

 

8,000,000

 

 

$1,164,890

 

 

$1,124,622

 

 

 

4.8%

 

 

3

 

Huaneng Guicheng Trust Co., Ltd.

 

August 14, 2022

 

August 1, 2024

 

 

575,000

 

 

 

83,726

 

 

 

80,832

 

 

 

14.4%

 

 

4

 

Huaneng Guicheng Trust Co., Ltd.

 

December 30, 2022

 

December 28, 2024

 

 

430,000

 

 

 

62,613

 

 

 

-

 

 

 

12.91%

 

 

4

 

Jiangsu Suning Bank

 

September 2, 2022

 

September 1, 2024

 

 

1,000,000

 

 

 

145,611

 

 

 

140,578

 

 

 

12.0%

 

 

5

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

July 1, 2022

 

July 1, 2024

 

 

800,000

 

 

 

116,489

 

 

 

112,462

 

 

 

14.4%

 

 

6

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

April 30, 2021

 

April 28, 2023

 

 

47,620

 

 

 

6,934

 

 

 

46,859

 

 

 

10.8%

 

 

6

 

Total long-term loans, current portion

 

 

 

 

 

 

10,852,620

 

 

$1,580,263

 

 

$1,505,353

 

 

 

 

 

 

 

 

 

Long-term loans, non-current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Huaneng Guicheng Trust Co., Ltd.

 

December 30, 2022

 

December 28, 2024

 

 

322,500

 

 

 

46,960

 

 

 

-

 

 

 

12.91%

 

 

4

 

Huaneng Guicheng Trust Co., Ltd.

 

August 14, 2022

 

August 1, 2024

 

 

191,667

 

 

 

27,909

 

 

 

57,988

 

 

 

14.4%

 

 

4

 

Jiangsu Suning Bank

 

September 2, 2022

 

September 1, 2024

 

 

500,000

 

 

 

72,806

 

 

 

140,578

 

 

 

10.08%

 

 

5

 

China Resources Shenzhen Investment Trust Co., Ltd.

 

July 1, 2022

 

July 1, 2024

 

 

200,000

 

 

 

29,122

 

 

 

93,719

 

 

 

14.4%

 

 

6

 

Total long-term loans, non-current portion

 

 

 

 

 

 

1,214,167

 

 

$176,797

 

 

$292,285

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total short-term and long-term loans

 

 

 

 

 

 

22,066,787

 

 

$3,213,173

 

 

$1,797,638

 

 

 

 

 

 

 

 

 

v3.23.2
Leases (Tables)
6 Months Ended
Mar. 31, 2023
Leases  
Summary of supplemental balance sheet information related to operating leases

As of

As of

March 31,

September 30,

2023

2022

Right-of-use assets under operating leases

$579,901$534,351

Operating lease liabilities, current

70,62146,543

Operating lease liabilities, non-current

523,988517,156

Total operating lease liabilities

$594,609$563,699
Summary of maturities of operating lease liabilities

 

 

 As of

 

 

 

 March 31,

 

 

 

2023

 

For the remaining months of fiscal 2023

 

$64,221

 

Fiscal 2024

 

 

125,243

 

Fiscal 2025

 

 

105,149

 

Fiscal 2026

 

 

105,149

 

Fiscal 2027

 

 

105,149

 

Thereafter

 

 

351,807

 

Total Future minimum lease payments

 

 

856,718

 

Less: Imputed interest

 

 

(262,109)

Total

 

$594,609

 

v3.23.2
Segment reporting (Tables)
6 Months Ended
Mar. 31, 2023
Segment reporting  
Schedule of revenue by major product categories

 

 

 For the six months ended March 31,

 

 

 

2023

 

 

2022

 

Tapioca

 

$31,472,734

 

 

 

-

 

Corn

 

 

9,334,913

 

 

 

10,209,876

 

Shiitake

 

 

8,841,248

 

 

 

10,009,944

 

Mu Er

 

 

7,540,236

 

 

 

10,854,307

 

Cotton

 

 

1,893,711

 

 

 

10,283,106

 

Corn starch

 

 

1,354,432

 

 

 

-

 

Other edible fungi

 

 

110,000

 

 

 

778,482

 

 

 

 

 

 

 

 

 

 

Total

 

$60,547,274

 

 

$42,135,715

 

v3.23.2
Related party transactions (Tables)
6 Months Ended
Mar. 31, 2023
Related party transactions  
Schedule of relationship and the nature of related party transactions

Name of related party

 

Relationship to the Company

 

Nature of transactions

Forasen Group Co., Ltd. ("Forasen Group")

 

Owned by Mr Zhengyu Wang, the Chairman of Board of Directors of the Company

 

Purchases from the Company

Zhejiang Tantech Bamboo Technology Co., Ltd

 

Under common control of Mr Zhengyu Wang and Ms Yefang Zhang, CEO of the Company

 

Lease factory building to the Company; purchases from the Company

Hangzhou Forasen Technology Co., Ltd

 

Controlled by Mr. Zhengyu Wang

 

Sublease of office space from the Company.

Xinyang Wang

 

Shareholder of Nongyuan Network

 

Provide guarantees and a real property as additional security for certain loans.

Dehong Zhang

 

Ms Yefang Zhang's, CEO of the Company, brother

 

Provide guarantees as an additional security for certain loans

Ms Aihong Wang

 

Mr Zhengyu Wang's, the Chairman of Board of Directors of the Company, sister.

 

Provide a guarantee as an additional security for a revolving loan

Schedule of due from related parties

 

 

As of

 

 

As of

 

 

 

March 31,

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

Xinyang Wang

 

 

-

 

 

$59,983

 

Zhejiang Yili Yuncang Holding Group Co., Ltd

 

$13,350

 

 

 

-

 

FarmNet

 

 

4,100

 

 

 

-

 

Epakia Canada Inc

 

 

2,996

 

 

 

-

 

Dehong Zhang

 

 

146

 

 

 

-

 

Shanghai Zhongjian Yiting Medical Health Technology Partnership

 

 

328

 

 

 

-

 

Total

 

$20,920

 

 

$59,983

 

Schedule of due to related parties

 

 

 As of

 

 

 As of

 

 

 

 March 31,

 

 

 September 30,

 

 

 

 2023

 

 

 2022

 

 

 

 (unaudited)

 

 

 

 

Zhejiang Tantech Bamboo Technology Co., Ltd.

 

$1,087

 

 

$948

 

Forasen Holdings Group Co., Ltd

 

 

178

 

 

 

-

 

Total

 

$1,265

 

 

$948

 

Schedule of operating lease related parties

Zhejiang Tantech Bamboo Technology Co., Ltd.

 

 Lease No 1

 

 

 Lease No. 2

 

 

 Lease No. 3

 

 

 

 

Lease begin date

 

August 1, 2021

 

 

July 14, 2021

 

 

March 1, 2023

 

 

 

 

Lease end date

 

July 31, 2031

 

 

July 13, 2031

 

 

February 29, 2028

 

 

 

 

Leasing purpose

 

Factory building

 

 

Factory building

 

 

Office

 

 

Total

 

Annual rent in RMB

 

 

168,854

 

 

 

421,431

 

 

 

131,835

 

 

 

722,120

 

Annual rent in USD

 

$24,220

 

 

$60,448

 

 

$18,910

 

 

$103,578

 

Area (in square meters)

 

 

1,180

 

 

 

1,914

 

 

 

479

 

 

 

3,573

 

v3.23.2
Organization and nature of business (Details)
6 Months Ended
Mar. 31, 2023
Fami  
Entity Incorporation, Date of Incorporation Jul. 28, 2015
Entity Incorporation, State Country Name Cayman
% of Ownership (VIE) 100.00%
Principal Activities Holding company
Farmmi International  
Entity Incorporation, Date of Incorporation Aug. 20, 2015
Entity Incorporation, State Country Name Hong Kong
% of Ownership (VIE) 100.00%
Principal Activities Holding company
Farmmi Enterprise  
Entity Incorporation, Date of Incorporation May 23, 2016
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Holding company
Farmmi Technology  
Entity Incorporation, Date of Incorporation Jun. 06, 2016
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Holding company
Farmmi Agricultural  
Entity Incorporation, Date of Incorporation Dec. 08, 2015
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Holding company
Farmmi Food  
Entity Incorporation, Date of Incorporation Dec. 26, 2017
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Dehydrating, further processing and distribution of edible fungus
Farmmi E-Commerce  
Entity Incorporation, Date of Incorporation Mar. 22, 2019
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Technology development, technical services and technical consultation related to agricultural products
Farmmi Biotech  
Entity Incorporation, Date of Incorporation Apr. 07, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Research and development of mushroom powder and mushroom extract
Farmmi Ecology  
Entity Incorporation, Date of Incorporation Apr. 25, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Holding company
Farmmi Supply Chain  
Entity Incorporation, Date of Incorporation May 11, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Agricultural products supply chain
Farmmi Health Development  
Entity Incorporation, Date of Incorporation Sep. 17, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Health development
Farmmi Medical Health  
Entity Incorporation, Date of Incorporation Sep. 18, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Medical health
Farmmi Holdings  
Entity Incorporation, Date of Incorporation Sep. 18, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Holding company
Jiangxi Xiangbo  
Entity Incorporation, Date of Incorporation Jun. 18, 2021
Entity Incorporation, State Country Name Jiangxi, China
% of Ownership (VIE) 100.00%
Principal Activities Holding company
Yudu Yada  
Entity Incorporation, Date of Incorporation Nov. 10, 2010
Entity Incorporation, State Country Name Jiangxi, China
% of Ownership (VIE) 100.00%
Principal Activities Forestry development
Guoning Zhonghao  
Entity Incorporation, Date of Incorporation Jun. 15, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Agriculture exporting
Farmmi Eco Agri  
Entity Incorporation, Date of Incorporation May 27, 2022
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Agriculture products
Farmmi Canada  
Entity Incorporation, Date of Incorporation Jul. 13, 2022
Entity Incorporation, State Country Name Canada
% of Ownership (VIE) 100.00%
Principal Activities Agriculture products
Farmmi USA  
Entity Incorporation, Date of Incorporation Apr. 20, 2023
Entity Incorporation, State Country Name USA
% of Ownership (VIE) 100.00%
Principal Activities Import and export of agriculture products
Nongyuan Network  
Entity Incorporation, Date of Incorporation Jul. 07, 2016
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Trading
Yitang Mediservice  
Entity Incorporation, Date of Incorporation Sep. 07, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Medical services
Yiting Meditech  
Entity Incorporation, Date of Incorporation Sep. 17, 2021
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Medical technology
Yifeng Medihealth  
Entity Incorporation, Date of Incorporation Jan. 10, 2022
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Medical health
Yilong Enterprise  
Entity Incorporation, Date of Incorporation Jan. 10, 2022
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Management services
YF YL MediTech  
Entity Incorporation, Date of Incorporation Jan. 19, 2022
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Medical technology
YT SK Medihealth  
Entity Incorporation, Date of Incorporation Jan. 19, 2022
Entity Incorporation, State Country Name Zhejiang, China
% of Ownership (VIE) 100.00%
Principal Activities Medical health
v3.23.2
Organization and nature of business (Details Narrative) - USD ($)
$ in Millions
1 Months Ended 6 Months Ended
Jul. 13, 2022
Feb. 10, 2022
Jan. 10, 2022
Dec. 04, 2019
Dec. 08, 2015
Apr. 20, 2023
May 27, 2022
Jan. 19, 2022
Dec. 30, 2021
Nov. 23, 2021
Sep. 27, 2021
Sep. 18, 2021
Sep. 17, 2021
Jul. 28, 2015
Mar. 31, 2023
Sep. 07, 2021
Zhengyu Wang Ownership                                
% of Ownership       100.00%                        
Fami                                
Sale of products                             99.90%  
% of Ownership                             100.00%  
Farmmi Enterprise                                
% Ownership in subsidiary                 31.70%              
% of Ownership                             100.00%  
Farmmi Technology                                
% Ownership in subsidiary                 68.30%              
% of Ownership                             100.00%  
Farmmi Ecology                                
% Ownership in subsidiary   100.00%                            
% of Ownership                             100.00%  
FAMI owns Farmmi International                                
% of Ownership                           100.00%    
Hong Kong Co owns Farmmi Enterprise                                
% of Ownership                           100.00%    
Farmmi Health Development owns Farmmi Medical Health                                
% of Ownership                       100.00%        
Yitang Mediservice owns Yilong Enterprise                                
% of Ownership     100.00%                          
Yifeng Medihealth owns YF YL MediTech                                
% of Ownership               20.00%                
Yilong Enterprise owns YF YL MediTech                                
% of Ownership               80.00%                
Yifeng Medihealth owns YT SK Medihealth                                
% of Ownership               20.00%                
Yilong Enterprise owns YT SK Medihealth                                
% of Ownership               80.00%                
FLS Mushroom owns Farmmi Eco Agri                                
% of Ownership             100.00%                  
Farmmi Inc owns Farmmi Canada                                
% of Ownership 100.00%                              
Farmmi Inc owns Farmmi USA                                
% of Ownership           100.00%                    
Farmmi Technology owns Farmmi Holdings                                
% of Ownership                       40.00%        
Farmmi Enterprise owns Farmmi Holdings                                
% of Ownership                       30.00%        
Farmmi Ecology owns Farmmi Holdings                                
% of Ownership                       30.00%        
Farmmi Holdings owns Farmmi Agricultural                                
% of Ownership                 100.00%              
Farmmi Agricultura owns Farmmi Supply Chain                                
% of Ownership   100.00%                            
Zhejiang Fammi Agricultural owns Jiangxi Xiangbo Agriculture                                
Business Acquisition, Transaction Costs                     $ 11          
Farmmi Supply Chain owns Jiangxi Xiangbo                                
% of Ownership                     100.00%          
Yudu County Yada Forestry Co                                
% Ownership in subsidiary                     100.00%          
Zhejiang Fammi Agricultural Supply Chain Co. Ltd. acquired Guoning Zhonghao                                
Business Acquisition, Transaction Costs                     $ 788          
Farmmi Supply Chain owns Guoning Zhonghao                                
% of Ownership                     100.00%          
Zhejiang Farmmi Biotechnology Co | Zhejiang Farmmi Food Co                                
% Ownership in subsidiary         77.20%                      
Hangzhou Nongyuan Network Technology Co                                
% Ownership in subsidiary         22.80%                      
Farmmi Agricultural owns FLS Mushroom Co                                
% of Ownership         100.00%                      
Nongyuan Network owns Yitang Mediservice                                
% Ownership in subsidiary                               95.00%
Farmmi Ecology owns Yitang Mediservice                                
% Ownership in subsidiary                               5.00%
Yitang Mediservice owns Yiting Meditech                                
% of Ownership                         100.00%      
Yiting Meditech                                
% of Ownership                             100.00%  
Yiting Meditech | Zhongjian Yiting                                
% of Ownership                   93.75%            
Yitang Mediservice owns Yifeng Medihealth                                
% of Ownership     100.00%                          
Xinyang Wang Member | Zhengyu Wang Ownership                                
Transferred of share       100.00%                        
v3.23.2
Summary of significant accounting policies (Details) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Current assets from continuing operations excluding intercompany receivables $ 156,563,547 $ 153,254,380
Current assets from continuing operations 156,563,547 153,254,380
Non-current assets excluding investment in subsidiaries 17,986,908 10,528,473
Non-current assets 17,986,908 10,528,473
Total assets from continuing operations 174,550,455 163,782,853
Amount of liabilities excluding intercompany payables. 11,858,360 8,289,321
Current liabilities from continuing operations 11,858,360 8,289,321
Non-current liabilities 700,785 809,441
Total liabilities from continuing operations 12,559,145 9,098,762
Total shareholders' equity (net assets) 161,991,310 154,684,091
Intercompany receivables 0 0
Intercompany payables 0 0
Investment in subsidiaries 0 0
Other [Member]    
Current assets from continuing operations excluding intercompany receivables 138,450,476 91,926,232
Current assets from continuing operations 278,140,193 255,603,151
Non-current assets excluding investment in subsidiaries 10,783,715 10,500,217
Non-current assets 10,783,715 10,500,217
Total assets from continuing operations 288,923,908 266,103,368
Amount of liabilities excluding intercompany payables. 887,077 590,393
Current liabilities from continuing operations 272,486,467 256,030,616
Non-current liabilities 549,078 657,734
Total liabilities from continuing operations 273,035,545 256,688,350
Total shareholders' equity (net assets) 15,888,363 9,415,018
Intercompany receivables 139,689,717 163,676,919
Intercompany payables 271,599,390 255,440,223
Nongyuan Network    
Current assets from continuing operations excluding intercompany receivables 831,079 33,986
Non-current assets excluding investment in subsidiaries 8,788 8,484
Non-current assets 40,073,993 40,433,001
Total assets from continuing operations 168,759,927 155,461,899
Amount of liabilities excluding intercompany payables. 549,371 226,814
Non-current liabilities 151,707 151,707
Intercompany receivables 127,854,855 114,994,912
Intercompany payables 120,627,140 109,255,668
Current assets from continuing operations 128,685,934 115,028,898
Investment in subsidiaries 40,065,205 40,424,517
Current liabilities from continuing operations 121,176,511 109,482,482
Total liabilities from continuing operations 121,328,218 109,634,189
Total shareholders' equity (net assets) 47,431,709 45,827,710
variable interest entity and subsidiaries.    
Current assets from continuing operations excluding intercompany receivables 17,098,150 57,133,125
Current assets from continuing operations 17,098,150 57,133,125
Non-current assets excluding investment in subsidiaries 7,194,405 19,772
Non-current assets 7,194,405 19,772
Total assets from continuing operations 24,292,555 57,152,897
Amount of liabilities excluding intercompany payables. 3,850,837 1,789,357
Non-current liabilities 0 0
Intercompany receivables 0 0
Intercompany payables 19,061,875 54,420,549
Current liabilities from continuing operations 22,912,712 56,209,906
Total liabilities from continuing operations 22,912,712 56,209,906
Total shareholders' equity (net assets) 1,379,843 942,991
FAMI    
Current assets from continuing operations excluding intercompany receivables 183,842 4,161,037
Current assets from continuing operations 143,928,377 144,606,348
Total assets from continuing operations 143,928,377 144,606,348
Amount of liabilities excluding intercompany payables. 6,571,075 5,682,757
Current liabilities from continuing operations 6,571,777 5,683,459
Total liabilities from continuing operations 6,571,777 5,683,459
Total shareholders' equity (net assets) 137,356,600 138,922,889
Intercompany receivables 143,744,535 140,445,311
Intercompany payables $ 702 $ 702
v3.23.2
Summary of significant accounting policies (Details 1) - USD ($)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Revenues from continuing operations $ 60,547,274 $ 42,135,715
Cost of revenues (58,377,822) (39,148,005)
Gross profit from continuing operations 2,169,452 2,987,710
Income (loss) from operations 652,263 (614,695)
Other expenses 1,302,705 31,347
Income (loss) before income taxes 1,954,968 (583,348)
Operating expenses 1,517,189 3,602,405
Provision for income taxes 375,109 3,590
Net income (loss) from continuing operations 1,579,859 (586,939)
Other [Member]    
Cost of revenues (35,945,422) (28,722,969)
Gross profit from continuing operations 2,098,857 2,572,086
Other expenses 1,519,485 52,050
Income (loss) before income taxes 3,158,727 2,160,681
Operating expenses (459,615) (463,455)
Provision for income taxes 373,292 3,590
Revenues from continuing operations 38,044,279 31,295,055
Income (loss) from operations 1,639,242 2,108,631
Net income (loss) from continuing operations 2,785,435 2,157,091
Nongyuan Network    
Cost of revenues (10,580,039) (1,593,024)
Other expenses (12,064) 42,526
Gross profit from continuing operations 8,014 42,156
Operating expenses (32,297) 95,927
Income (loss) before income taxes (36,347) (11,245)
Provision for income taxes 0 0
Net income (loss) from continuing operations (36,347) (11,245)
Revenues from continuing operations 10,588,053 1,635,180
Income (loss) from operations (24,283) (53,771)
variable interest entity and subsidiaries.    
Revenues from continuing operations 11,914,942 9,205,480
Other expenses 624,292 (61,369)
Cost of revenues from continuing operations (11,852,361) (8,832,012)
Gross profit from continuing operations 62,581 373,468
Operating expenses (287,996) 513,142
Income (loss) from operations (225,415) (139,674)
Income (loss) before income taxes 398,877 (201,043)
Provision for income taxes 1,817 0
Net income (loss) from continuing operations 397,060 (201,043)
FAMI    
Gross profit from continuing operations 0 0
Income (loss) from operations (737,281) (2,529,882)
Other expenses (829,008) (1,860)
Income (loss) before income taxes (1,566,289) (2,531,742)
Operating expenses (737,281) 2,529,882
Revenues from continuing operations 0 0
Net income (loss) from continuing operations $ (1,566,289) $ (2,531,742)
v3.23.2
Summary of significant accounting policies (Details 2) - USD ($)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Net cash provided by (used in) operating activities from continuing operations $ (11,304,117) $ 6,374,344
Net cash used in investing activities from continuing operations 36,326,277 (52,924,075)
Net cash provided by (used in) financing activities from continuing operations 1,331,253 5,895,519
Effect of exchange rate changes on cash and restricted cash 1,837,247 (3,335,361)
Net increase (decrease) in cash and restricted cash 28,190,660 (43,989,573)
Cash and restricted cash from continuing operations, beginning of year 41,166,331 59,262,514
Cash and restricted cash from continuing operations, end of year 69,356,991 15,272,941
Net cash used in investing activities from continuing operations 36,326,277 (52,924,075)
Other [Member]    
Net cash used in investing activities from continuing operations (382) (8,389,513)
Effect of exchange rate changes on cash and restricted cash 1,843,401 (3,381,344)
Net increase (decrease) in cash and restricted cash 32,258,154 (55,847,099)
Cash and restricted cash from continuing operations, beginning of year 183,030 183,030
Cash and restricted cash from continuing operations, end of year 32,441,184 (55,664,069)
Net cash provided by (used in) operating activities from continuing operations 30,419,620 (44,026,361)
Net cash provided by (used in) financing activities from continuing operations (4,485) (49,881)
Nongyuan Network    
Effect of exchange rate changes on cash and restricted cash (2,514) 39,573
Net increase (decrease) in cash and restricted cash (16,033) 12,605,570
Cash and restricted cash from continuing operations, beginning of year 37,393 116,447
Cash and restricted cash from continuing operations, end of year 21,360 12,722,017
Net cash provided by (used in) operating from continuing operations (345,212) 9,735,052
Net cash used in investing activities from continuing operations 0 2,830,945
Net cash provided by (used in) financing activities from continuing operations 331,693 0
variable interest entity and subsidiaries.    
Effect of exchange rate changes on cash and restricted cash (3,640) 6,410
Net increase (decrease) in cash and restricted cash 5,634 (233,261)
Cash and restricted cash from continuing operations, beginning of year 61,196 434,135
Cash and restricted cash from continuing operations, end of year 66,830 200,874
Net cash provided by (used in) financing activities from continuing operations 1,004,045 0
Net cash provided by (used in) operating activities from continuing operations (37,321,430) 47,125,836
Net cash used in investing activities from continuing operations 36,326,659 (47,365,507)
FAMI    
Net cash provided by (used in) financing activities from continuing operations 0 5,945,400
Net increase (decrease) in cash and restricted cash (4,057,095) (514,783)
Cash and restricted cash from continuing operations, beginning of year 4,057,179 522,915
Cash and restricted cash from continuing operations, end of year 84 8,132
Net cash provided by (used in) operating activities from continuing operations $ (4,057,095) $ (6,460,183)
v3.23.2
Summary of significant accounting policies (Details 3)
Mar. 31, 2023
USD ($)
Other [Member]  
FAMI $ 0
WFOE that is the primary beneficiary of the VIE 7,578,036
VIE and its subsidiaries 212
Nongyuan Network  
FAMI 291,223
Other subsidiaries 1,724,246
VIE and its subsidiaries 5,782,726
variable interest entity and subsidiaries.  
FAMI 0
WFOE that is the primary beneficiary of the VIE 418,780
Other subsidiaries $ 71,771
v3.23.2
Summary of significant accounting policies (Details 4)
6 Months Ended
Mar. 31, 2023
Transportation equipment  
Intangible assets estimated useful lives 4 years
Leasehold Improvement  
Intangible assets estimated useful lives Shorter of lease term or useful life
Forestry  
Intangible assets estimated useful lives fair value
Minimum | Plant, machinery and equipment  
Intangible assets estimated useful lives 5 years
Minimum | Office equipment  
Intangible assets estimated useful lives 3 years
Maximum | Plant, machinery and equipment  
Intangible assets estimated useful lives 10 years
Maximum | Office equipment  
Intangible assets estimated useful lives 5 years
v3.23.2
Summary of significant accounting policies (Details 5) - USD ($)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Component of basic and diluted EPS    
Net income (loss) available for common shareholders (A) $ 1,579,859 $ (586,939)
Weighted average outstanding shares of ordinary shares (B) 23,906,985 22,583,259
Diluted ordinary shares and ordinary shares equivalents (C) 38,029,792 22,583,259
Earnings per share    
Basic (A/B) $ 0.07 $ (0.03)
Diluted (A/B) $ 0.04 $ (0.03)
v3.23.2
Summary of significant accounting policies (Details Narrative)
1 Months Ended 6 Months Ended
Apr. 30, 2019
May 31, 2018
Apr. 30, 2018
Mar. 31, 2023
USD ($)
Mar. 31, 2022
USD ($)
Sep. 30, 2022
USD ($)
Distribute percentage of earnings after eliminating Variable interest entity accumulated losses       95.00%    
Percentage of Variable interest entity after tax net income gain loss       10.00%    
Percentage of service fee is subject value added sales tax       6.00%    
Percentage of service fee is subject value added other taxe       12.00%    
Percentage of service fee is subject value added tax       6.00%    
Subject to corporate income tax maximum percentage of net income loss       25.00%    
Contract liabilities, current       $ 479,490   $ 637,165
Cash maintained with People's Republic of China       $ 69,332,191   $ 76,308,051
Exchange rates (per RMB1)       0.1456   0.1406
Average exchange rates       0.1434 0.1573  
Applicable VAT rate     17      
Represents the tax rate depending on the type of goods involved. 13 16        
Investment Interest Rate           2.05%
Short-term deposit           $ 35,144,444
Shipping and handling            
Shipping and handling expenses       $ 37,053 $ 105,918  
Amortization expenses            
Amortization expenses       $ 6,885 $ 17,965  
Minimum [Member]            
Ownership interest       20.00%    
Maximum [Mmber]            
Ownership interest       50.00%    
v3.23.2
Accounts receivable net (Details) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Accounts receivable net    
Accounts receivable $ 27,477,450 $ 16,358,493
Less: allowance for doubtful accounts (135,537) (7,249)
Accounts receivable $ 27,341,913 $ 16,351,244
v3.23.2
Accounts receivable net (Details Narrative) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Accounts receivable net    
Allowance for doubtful accounts $ 135,537 $ 7,249
v3.23.2
Advances to suppliers net (Details) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Advances to suppliers net    
Advances to suppliers $ 58,979,620 $ 48,636,862
Less: allowance for doubtful accounts (3,375) (3,258)
Advances to suppliers, net $ 58,976,245 $ 48,633,604
v3.23.2
Advances to suppliers net (Details Narrative) - USD ($)
1 Months Ended
Apr. 30, 2020
Mar. 31, 2023
Sep. 30, 2022
Advances to suppliers net      
Frame work Agreement 4 years    
Allowance for doubtful debts relating to advances to suppliers   $ 3,375 $ 3,258
v3.23.2
Inventories net (Details) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Inventories net    
Raw materials $ 418,788 $ 620,252
Packaging materials 80,346 63,703
Finished goods 63,325 81,975
Inventory 562,459 765,930
Less: allowance for inventory reserve (120,275) (49,652)
Inventory, net $ 442,184 $ 716,278
v3.23.2
Inventories net (Details Narrative) - USD ($)
$ in Thousands
Mar. 31, 2023
Sep. 30, 2022
Inventories net    
Allowance for inventory reserve $ 100 $ 50
v3.23.2
Property plant and equipment net (Details) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Subtotal $ 138,740 $ 133,944
Accumulated depreciation (105,182) (89,076)
Total 33,558 44,868
Plant, machinery and equipment    
Subtotal 66,756 64,449
Transportation equipment.    
Subtotal 51,004 49,241
Office equipment    
Subtotal $ 20,980 $ 20,254
v3.23.2
Property plant and equipment net (Details narrative) - USD ($)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Property plant and equipment net    
Depreciation expense $ 12,724 $ 18,375
v3.23.2
Loans (Details) - USD ($)
6 Months Ended
Mar. 31, 2023
Sep. 30, 2022
Loan amount in RMB $ 22,066,787  
Total short-term and long-term loans 3,213,173 $ 1,797,638
Short-term loans 1,456,113 0
Total long-term loans - current portion 1,580,263 1,505,353
Total long-term loans - non-current portion 176,797 292,285
Secured short-term loans [Member]    
Loan amount in RMB 7,000,000  
Short-term loans 1,019,279 0
Secured short-term loans [Member] | China Guangfa Bank Co, Ltd [Member]    
Loan amount in RMB 5,000,000  
Short-term loans $ 728,056 0
Loan commencement date Nov. 01, 2022  
Loan maturity date Oct. 31, 2023  
Effective interest rate 3.95%  
Secured short-term loans [Member] | Industrial Bank Co, Ltd [Member]    
Loan amount in RMB $ 2,000,000  
Short-term loans $ 291,223 0
Loan commencement date Jan. 16, 2023  
Loan maturity date Jan. 14, 2024  
Effective interest rate 5.13%  
Secured long-term loans [Member] | Huaneng Guicheng Trust Co Ltd [Member]    
Loan amount in RMB $ 575,000  
Loan commencement date Aug. 14, 2022  
Loan maturity date Aug. 01, 2024  
Effective interest rate 14.40%  
Total long-term loans - current portion $ 83,726 80,832
Secured long-term loans [Member] | Huaneng Guicheng Trust Co Ltd One [Member]    
Loan amount in RMB $ 430,000  
Loan commencement date Dec. 30, 2022  
Loan maturity date Dec. 28, 2024  
Effective interest rate 12.91%  
Total long-term loans - current portion $ 62,613 0
Secured long-term loans [Member] | Bank of Beijing Hangzhou Branch [Member]    
Loan amount in RMB $ 8,000,000  
Loan commencement date Apr. 06, 2022  
Loan maturity date Apr. 05, 2026  
Effective interest rate 4.80%  
Total long-term loans - current portion $ 1,164,890 1,124,622
Secured long-term loans [Member] | China Resources Shenzhen Investment Trust Co Ltd [Member]    
Loan amount in RMB $ 800,000  
Loan commencement date Jul. 01, 2022  
Loan maturity date Jul. 01, 2024  
Effective interest rate 14.40%  
Total long-term loans - current portion $ 116,489 112,462
Secured long-term loans [Member] | China Resources Shenzhen Investment Trust Co Ltd One [Member]    
Loan amount in RMB $ 47,620  
Loan commencement date Apr. 30, 2021  
Loan maturity date Apr. 28, 2023  
Effective interest rate 10.80%  
Total long-term loans - current portion $ 6,934 46,859
Secured long-term loans [Member] | Jiangsu Suning Bank Member    
Loan amount in RMB $ 1,000,000  
Loan commencement date Sep. 02, 2022  
Loan maturity date Sep. 01, 2024  
Effective interest rate 12.00%  
Total long-term loans - current portion $ 145,611 140,578
Unsecured short-term loans [Member]    
Loan amount in RMB 3,000,000  
Short-term loans 436,834 0
Unsecured short-term loans [Member] | Bank of Beijing Hangzhou Branch [Member]    
Loan amount in RMB 3,000,000  
Short-term loans $ 436,834 0
Loan commencement date Jan. 17, 2023  
Loan maturity date Jan. 17, 2024  
Effective interest rate 4.65%  
Secured long-term loans current [Member]    
Loan amount in RMB $ 10,852,620  
Total long-term loans - current portion 1,580,263 1,505,353
Long-term loans, non-current portiont [Member]    
Loan amount in RMB 1,214,167  
Total long-term loans - non-current portion 176,797 292,285
Long-term loans, non-current portiont [Member] | Huaneng Guicheng Trust Co Ltd [Member]    
Loan amount in RMB $ 322,500  
Loan commencement date Dec. 30, 2022  
Loan maturity date Dec. 28, 2024  
Effective interest rate 12.91%  
Long-term loans - non-current portion $ 46,960 0
Long-term loans, non-current portiont [Member] | Huaneng Guicheng Trust Co Ltd One [Member]    
Loan amount in RMB $ 191,667  
Loan commencement date Aug. 14, 2022  
Loan maturity date Aug. 01, 2024  
Effective interest rate 14.40%  
Total long-term loans - non-current portion $ 27,909 57,988
Long-term loans, non-current portiont [Member] | China Resources Shenzhen Investment Trust Co Ltd [Member]    
Loan amount in RMB $ 200,000  
Loan commencement date Jul. 01, 2022  
Loan maturity date Jul. 01, 2024  
Effective interest rate 14.40%  
Long-term loans - non-current portion $ 29,122 93,719
Long-term loans, non-current portiont [Member] | Jiangsu Suning Bank Member    
Loan amount in RMB $ 500,000  
Loan commencement date Sep. 02, 2022  
Loan maturity date Sep. 01, 2024  
Effective interest rate 10.08%  
Long-term loans - non-current portion $ 72,806 140,578
Total short-term loans [Member]    
Loan amount in RMB 10,000,000  
Short-term loans $ 1,456,113 $ 0
v3.23.2
Loans (Details Narrative) - USD ($)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Interest expenses amount $ 76,799 $ 85,125
Mr Dehong Zhang [Member]    
Outstanding principal amount 400,000  
Loan amount $ 291,223  
Ms Xinyang Wang [Member]    
Percentage of ownership interest 100.00%  
Outstanding principal amount $ 2,200,000  
Property owned valuation $ 2,700,000  
v3.23.2
Convertible promissory notes and derivative liability (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
May 03, 2023
Apr. 07, 2023
Jul. 25, 2023
Jun. 16, 2023
Sep. 26, 2022
Mar. 31, 2023
Mar. 31, 2022
Sep. 30, 2022
Redemption of outstanding amount $ 200,000 $ 150,000 $ 350,000 $ 200,000        
Conversion price $ 0.3645 $ 0.3501 $ 0.3622 $ 0.3599        
Shares issued 571,265 411,522 966,316 561,955        
Change in fair value of derivative liability           $ 2,129,709 $ 0  
Convertible promissory note [Member]                
Issued Convertible promissory note         $ 6,420,000      
Derivative liability         3,870,000     $ 3,450,000
Convertible promissory note         6,420,000      
Change in fair value of derivative liability           $ 2,100,000 420,000  
Debt discount         $ 3,870,000      
Convertible into ordinary shares         $ 0.025      
description of amortization           the Company has determined that the floor price under the Note is assumed to be $0.12, which is calculated based on an 80% discount of the Nasdaq Minimum Price of $0.5785 on the date of the Company’s entry into the Agreement with the Investor    
Discount amount         $ 420,000      
Amortization of debt issuance costs           $ (1,500,000) $ (48,160,000,000)  
Net of amortization           $ 6,200,000   $ 2,180,000
Conversion price               $ 0.12
v3.23.2
Shareholders Equity (Details Narrative) - USD ($)
$ / shares in Units, $ in Millions
6 Months Ended
Mar. 31, 2023
Sep. 30, 2022
May 31, 2022
Jul. 22, 2021
Sep. 12, 2020
Common stock, shares authorized 24,000,000 24,000,000      
Ordinary shares, par value $ 0.025 $ 0.025      
Statutory reserve $ 0.6 $ 1.2      
Statutory surplus reserve 10.00%        
Farmmi Inc.          
Ownership in subsidiary 50.00%        
Minimum [Member]          
Common stock, shares authorized     24,000,000 200,000,000 20,000,000
Ordinary shares, par value     $ 0.025 $ 0.001 $ 0.001
Maximum [Mmber]          
Common stock, shares authorized     600,000,000 600,000,000 200,000,000
Ordinary shares, par value     $ 0.001 $ 0.001 $ 0.001
v3.23.2
Concentration of major customers and suppliers (Details Narrative)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
One Customer    
Total sales 27.70% 39.00%
Accounts receivable 57.00% 65.00%
Customer Two    
Total sales 21.70%  
Accounts receivable 26.50% 34.00%
Supplier One    
Total Purchase 16.70% 33.00%
Advances to supplier 27.00% 35.00%
Supplier Two    
Total Purchase 15.70% 15.00%
Advances to supplier 26.50% 26.00%
Supplier Three    
Total Purchase 12.80% 12.00%
Advances to supplier 20.70% 15.00%
Supplier Four    
Total Purchase 12.20%  
Advances to supplier 13.80% 15.00%
Supplier Five    
Advances to supplier 10.40%  
v3.23.2
Leases (Details) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Leases    
Right-of-use assets under operating leases $ 579,901 $ 534,351
Operating lease liabilities, current 70,621 46,543
Operating lease liabilities, non-current 523,988 517,156
Total operating lease liabilities $ 594,609 $ 563,699
v3.23.2
Leases (Details 1) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Maturities of operating lease liabilities    
For the remaining months of fiscal 2023 $ 64,221  
Fiscal 2024 125,243  
Fiscal 2025 105,149  
Fiscal 2026 105,149  
Fiscal 2027 105,149  
Thereafter 351,807  
Total future minimum lease payments 856,718  
Less: Imputed interest (262,109)  
Total $ 594,609 $ 563,699
v3.23.2
Leases (Details Narrative)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Sep. 30, 2022
Leases      
Discount rate 10.10%   10.00%
Remaining lease term 7 years 6 months 8 years 2 months 12 days  
v3.23.2
Segment reporting Revenue by major product categories (Details) - USD ($)
6 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Revenue from third parties and related party $ 60,547,274 $ 42,135,715
Tapioca    
Revenue from third parties and related party 31,472,734 0
Corn    
Revenue from third parties and related party 9,334,913 10,209,876
Shiitake    
Revenue from third parties and related party 8,841,248 10,009,944
Mu Er    
Revenue from third parties and related party 7,540,236 10,854,307
Cotton    
Revenue from third parties and related party 1,893,711 10,283,106
Corn starch    
Revenue from third parties and related party 1,354,432 0
Other edible fungi    
Revenue from third parties and related party $ 110,000 $ 778,482
v3.23.2
Related party transactions (Details) - USD ($)
Mar. 31, 2023
Sep. 30, 2022
Due to related parties $ 1,265 $ 948
Due from related parties 20,920 59,983
Represents information about Farm Net Limited.    
Due from related parties 4,100 0
Xinyang Wang    
Due from related parties 0 59,983
Represents information pertaining to Zhejiang Tantech Bamboo Technology Co., Ltd.    
Due to related parties 1,087 948
Represents information pertaining to Zhejiang Yili Yuncang Holding Group Co., Ltd    
Due from related parties 13,350 0
Represents information pertaining to Epakia Canada Inc    
Due from related parties 2,996 0
Represents information pertaining to Dehong Zhang    
Due from related parties 146 0
Represents information pertaining to Shanghai Zhongjian Yiting Medical Health Technology Partnership    
Due from related parties 328 0
Represents information pertaining to Forasen Holdings Group Co.Ltd    
Due to related parties $ 178 $ 0
v3.23.2
Related party transactions (Details 1)
6 Months Ended
Mar. 31, 2023
USD ($)
ft²
Annual rent RMB $ 722,120
Annual rent $ 103,578
Area (in square meters) | ft² 3,573
Lease No 3 [Member] | Represents information pertaining to Zhejiang Tantech Bamboo Technology Co., Ltd.  
Annual rent RMB $ 131,835
Annual rent $ 18,910
Area (in square meters) | ft² 479
Lease No 2 [Member] | Represents information pertaining to Zhejiang Tantech Bamboo Technology Co., Ltd.  
Annual rent RMB $ 421,431
Annual rent $ 60,448
Area (in square meters) | ft² 1,914
Lease No 1 [Member] | Represents information pertaining to Zhejiang Tantech Bamboo Technology Co., Ltd.  
Annual rent RMB $ 168,854
Annual rent $ 24,220
Area (in square meters) | ft² 1,180
v3.23.2
Related party transactions (Details Narrative)
1 Months Ended 6 Months Ended
Aug. 31, 2020
CNY (¥)
Mar. 31, 2023
USD ($)
Mar. 31, 2022
USD ($)
Revenue from Related Parties   $ 0 $ 1,050
Annual rent   103,578  
Lease expenses   43,910 13,278
Represents information pertaining to Hangzhou Forasen Technology Co., Ltd.      
Annual rent | ¥ ¥ 283,258    
Terms of sublease agreement 2 years    
Lease income   $ 0 $ 21,555
v3.23.2
Subsequent events (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 6 Months Ended
Jul. 12, 2023
May 03, 2023
Apr. 07, 2023
Jul. 25, 2023
Jun. 16, 2023
Mar. 31, 2023
Redemption of outstanding amount   $ 200 $ 150 $ 350 $ 200  
Conversion price   $ 0.3645 $ 0.3501 $ 0.3622 $ 0.3599  
Shares issued   571,265 411,522 966,316 561,955  
Short term loan           $ 1,500
Interest rate of short term loan           3.50%
Long term loan           $ 700
Interest rate of Long term loan           2.60%
Subsequent Event Member | Common Shares            
Purchase of common stock 21,052,632          
Purchase of common stock par value $ 0.025          
Purchase price per share $ 0.38          
Gross proceeds issue of share $ 8,000          

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