<PAGE>

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark One)
         [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                  For the Fiscal Year Ended October 31, 2002

                                       OR

         [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-20317


                                  BIOFARM, INC.
        (Exact name of small business issuer as specified in its charter)

                   Nevada                                   88-0270266
        (State or other jurisdiction                     (I.R.S. Employer
     of incorporation or organization)                 Identification No.)

                 1244 Main Street, Linfield, Pennsylvania 19468
             (United States address of principal executive offices,
                               including zip code)

         Issuer's telephone number, including area code: (610) 495-8413

                                   ----------

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                                      None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                         Common Stock ($.001 Par Value)

         Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
                           Yes   X                            No
                               -----                             ------

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or my amendment to this Form 10-KSB [ ].

            State issuer's revenues for its most recent fiscal year:

                                    $15,545

         As of December 31, 2002, 4,972,545 shares of Common Stock ($.001 par
value) were issued and outstanding. The aggregate market value of the Common
Stock held by non-affiliates was approximately $4,846,847 determined by the
closing bid price on that date based upon 4,616,045 shares owned by
non-affiliates.


--------------------------------------------------------------------------------
<PAGE>


                                TABLE OF CONTENTS


Part I

         Item 1.  Description of Business

         Item 2.  Description of Property

         Item 3.  Legal Proceedings

         Item 4.  Submission of Matters to a Vote of Security Holders

Part II

         Item 5.  Market for Common Equity and Related Stockholder Matters

         Item 6.  Management's Discussion and Analysis or Plan of Operation

         Item 7.  Financial Statements

         Item 8.  Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure

Part III

         Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act

         Item 10. Executive Compensation

         Item 11. Security Ownership of Certain Beneficial Owners and Management

         Item 12. Certain Relationships and Related Transactions

         Item 13. Exhibits and Reports on Form 8-K


                                                                               1
<PAGE>

                                     PART I

Item 1.  Description of Business
         -----------------------

         Biofarm, Inc., a Nevada corporation (hereinafter referred to as the
"Company"), was organized under the laws of the State of Nevada on September 26,
1990, under the name Global Spill Management, Inc. From inception until June 28,
1996, the Company was engaged in the environmental remediation business with
emphasis upon the elimination of oil spill damages. On October 5, 1998, in
connection with the then acquisition of approximately 87% of the capital stock
of Biofarm, S.A., the shareholders voted to change the name of the Company to
Biofarm, Inc. Such acquisition was rescinded on October 31, 1999.

ACQUISITIONS OF IDEAL 4X CORPORATION AND CURRENCY CHARTING CORP.
----------------------------------------------------------------

         Reference is made to Forms 8-K, filed on October 31 and November 15,
2002, and to the press release issued by the Company dated January 6, 2003, for
information concerning the agreement entered into by the Company to acquire 100%
of the capital stock of Ideal 4X Corporation (Ideal) and the term sheet entered
into by the Company to acquire 100% of the capital stock of Currency Charting
Corp. (CCC). The acquisition of Ideal is intended to transform the Company from
a non-operating "shell" corporation into an entity engaged in providing a
trading platform enabling day traders, banks and financial institutions to trade
in currency transactions through an electronic platform. The proposed
acquisition by the Company of CCC will, when consummated, provide the tools for
currency traders to use technical indicators to establish trading positions. The
Company is acquiring Ideal for an aggregate of 3,500,000 shares of Common Stock,
which shares will be issued at such time as Ideal completes a $2 million capital
raise and provides the Company with independent valuations of the Ideal platform
and the carrying value of the Company's shares. The Company requires such
information from Ideal to be able to permit the Company's management to prepare
consolidated financial statements of the Company and Ideal. The acquisition of
CCC requires payment of the sum of $350,000 from the proceeds of the Ideal
capital raise of $2 million and a similar valuation for financial reporting
purposes of the shares of the Company's Common Stock (2,300,000) to be issued to
the shareholders of CCC. On January 21, 2003, the Company and the shareholders
of CCC entered into a definitive acquisition agreement. David A. Appell, Esq.,
President and founder of Ideal, was designated a Vice President of the Company
for the specific purpose of negotiating and executing the contract between the
Company and the shareholders of CCC.


ACQUISITION OF MINORITY INTEREST IN SHARES OF FULMER LOGISTICS CORPORATION
--------------------------------------------------------------------------

         Reference is made to Item 5 of Part II of Form 10-QSB filed by the
Company on June 14, 2002 (for the second quarter ended April 30, 2002) for
information concerning the agreement entered into by a subsidiary of the Company
to acquire an aggregate of 2,500,000 shares of Fulmer Logistics Corp. (FLC),
including the terms thereof and the intended distribution of certain of such
shares to the shareholders of the Company. The subsidiary and FLC are now
negotiating revisions to the agreement to eliminate conditions precedent to the
filing of a Registration Statement with the SEC to permit the distribution of
such shares.


                                                                               2
<PAGE>

Item 2.  Description of Property
         -----------------------

         The principal office of the Company in the United States is located at
1244 Main Street, Linfield, Pennsylvania 19468. Such premises are used solely
for mail and telephone purposes. Through a subsidiary, the Company owns a 2,400
square foot office building and garage (400 square feet) located on
approximately 10 acres of land (waterfront property) in Camden, New Jersey. The
Company intends, upon the resolution of certain environmental issues, to offer
such property for sale. The Company carries such property at zero value on its
books.

Item 3.  Legal Proceedings
         -----------------

         On October 29, 2001, Suisse Capital Complex, Inc. commenced an action
in the United States District Court (SDNY) against the Company seeking the
issuance of shares of Common Stock of the Company pursuant to a Debenture
allegedly issued by the Company to plaintiff dated December 1, 1998. On December
13, 2002, the Company's motion to dismiss the complaint and for summary judgment
was submitted to the Court without opposition. On January 15, 2003, the
Company's motion was granted and a judgment to that effect is being prepared by
the Company for filing with the Court.

         (Reference is made to Item 1 of Part II of Form 10-QSB filed by the
Company on June 14, 2002 (for the second quarter ended April 30, 2002) for
information concerning an action commenced against the Company by Hermes
Kreditversicherungs A.G.).


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         Inapplicable


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
         --------------------------------------------------------

         On July 29, 1992, the Company's Common Stock commenced quotation on the
NASDAQ Small Cap Market (NASDAQ) under the symbol GSMI. (The symbol was changed
to GEGI coincident with the May 13, 1996, Amendment to the Articles of
Incorporation, and to BIOF on June 18, 1998.) The following table sets forth the
reported high and low bid and high and low asked quotations for the Company's
Common Stock for the period November 1, 2000, to December 31, 2002. Such
quotations reflect inter-dealer prices, without retail mark-up, mark-down, or
commissions, and may not represent actual transactions.

                                                                               3
<PAGE>
<TABLE>
<CAPTION>


                                                           Closing                                  Closing
                            High Bid        Low Bid         Bid        High Ask        Low Ask        Ask
<S>                            <C>            <C>            <C>           <C>            <C>         <C>
     2000
Oct 1 - Dec 31               1.0625         0.3750         0.5313       1.0938         0.4375        0.5938

     2001
Jan 1 - Mar 31               0.9375         0.4375         0.5000       1.0000         0.4688        0.5625
Apr 1 - Jun 30               0.7300         0.3500         0.4100       0.7500         0.4000        0.6000
Jul 1 - Sep 30               0.7500         0.2200         0.7000       0.8250         0.3000        0.8000
Oct 1 - Dec 31               1.2600         0.5500         0.8200       1.3000         0.5700        0.9300

     2002
Jan 1 - Mar 31               1.0000         0.5700         0.8000       1.0500         0.7500        0.9400
Apr 1 - Jun 30               1.2000         0.6900         0.8200       1.2500         0.7500        1.0200
Jul 1 - Sep 30               1.2800         0.6100         1.2200       1.3100         0.9000        1.2500
Oct 1 - Dec 31               2.1000         1.0100         1.0500       2.2500         1.0900        1.1500
</TABLE>
-------
   On January 24, 2003, the closing bid and asked prices were $1.20 and $1.40,
respectively.


         On November 27, 1996, the Company's Common Stock was delisted from
trading on NASDAQ. On April 17, 1997, the Company's Common Stock commenced
trading on the OTC Electronic Bulletin Board. Such delisting was prompted by the
Company's inability to file a timely Form 10-K with audited financials for the
fiscal year ended June 30, 1996. Having been delisted, the Company is now
required to meet NASDAQ standards applicable to an initial listing application.
Presently, such criteria include $4 million in total assets, $2 million in
capital and surplus, $1 million market value of the public float and a minimum
bid price of $3 per share. There can be no assurance that the Company's Common
Stock will be included on NASDAQ even if such initial listing requirements are
satisfied, or that thereafter the requirements for continuous listing will
continue to be met. In any such event, the Company's Common Stock would continue
to be traded on the OTC Electronic Bulletin Board, in which event a shareholder
may find it more difficult to dispose of (or to obtain accurate quotations as to
the price of) the Company's Common Stock. The Company has been advised by the
OTC Bulletin Board that the Company is eligible to seek listing on the new
NASDAQ Bulletin Board Exchange expected to be operational in 2003.

         On February 19, 2002, the Company issued an aggregate of 174,600 shares
("Shares") of its Common Stock (par value $.001 per share) to an unaffiliated
person in exchange for the payment by such person of the sum of $87,300 in
subscriptions receivable. On July 15, 2002, the Company issued an aggregate of
126,400 shares ("Shares") of its Common Stock to an unaffiliated person in
exchange for the payment by such person of the sum of $63,200 in subscriptions


                                                                               4
<PAGE>



receivable. There were no fees, discounts or commissions payable by the Company
in either transaction. The Shares were issued pursuant to the exemption afforded
by Section 4(2) of the Securities Act of 1933, as amended. The Shares were
issued in a transaction not involving any public offering. The certificates
representing such Shares are affixed with a restrictive legend preventing the
transfer thereof and are the subject of appropriate stop transfer instructions.
Subsequent to the issuance of such Shares, the Company received the additional
sum of $30,700 in payment of subscriptions receivable prior to December 31,
2002, for which additional shares have not yet been issued. Of such $30,700,
$5,600 was received prior to October 31, 2002, and $25,100 was received between
November 1 - December 31, 2002. Additionally, the Company received the sum of
$19,875 from an unaffiliated person to permit the Company to recoup in full its
investment in Artwork and Beyond, Inc. No shares have been issued for such
repayment. Therefore, the Company has received an aggregate of $415,800 in
subscriptions receivable payments since the receipt of a maximum of $750,000
thereof on October 31, 1999.

         As of the date hereof there were 4,972,545 shares of Common Stock
validly issued and outstanding. The aggregate of 1,085,000 shares of Common
Stock issued pursuant to two improperly filed Form S-8 filings are not deemed to
be validly issued, fully paid and non-assessable because such shares were not
registered for public sale, were issued without consideration and were not
authorized for issuance by the Board of Directors. There were a total of
approximately 600 holders of record as of December 31, 2002. The Company
believes, based upon available information, that there are in excess of 1,000
beneficial owners of the Company's Common Stock. No shares of the Company's
authorized Preferred Stock have ever been issued.

Dividends
---------

         The payment of dividends, if any, by the Company rests within the
discretion of its Board of Directors and depends, among other things, upon the
Company's earnings, its capital requirements, it's financial condition, as well
as other relevant factors. As of the date hereof, the Company has not issued or
declared any dividends. The Company does not anticipate paying any dividends on
its Common Stock in the foreseeable future. (See Item 8 hereinafter.)

Item 6.  Management's Discussion and Analysis or Plan of Operation
         ---------------------------------------------------------

         The Company having disposed of all its operations, may today be fairly
characterized as a non-operating "shell" corporation. Therefore, there is no
need for discussion herein of prior results of operations, of year-to-date
operating results and comparisons, and of liquidity and capital resources. As of
the date hereof, the Company is able to meet its debts as they mature, which
obligations consist exclusively of legal, accounting and miscellaneous expenses
payable by any public company. The Company has outstanding subscriptions
receivable of $364,900 as of October 31, 2002, all of which are due and deemed
to be collectible prior to July 31, 2003. Assuming collection of its notes
receivable, the Company will have available cash and no liabilities. Current
payables consist solely of professional fees and office overhead expenses.
Because current accounting rules require that subscriptions receivable for
capital stock are deemed to be reductions in equity until such subscriptions are
actually paid, the $364,900 in subscriptions receivable do not appear as an
asset on the October 31, 2002, consolidated balance sheets.


                                                                               5
<PAGE>


         The completion of the acquisition of Ideal (see Item 1 hereof) and of
the proposed acquisition of CCC, will transform the Company into an operating
entity engaged in the business of providing a platform for currency traders. The
capital required to permit the Company to engage in such business is expected to
be derived from a private placement of $2 million now being undertaken by Ideal.
The Company believes that the successful completion of such $2 million capital
raise will provide sufficient capital to enable the Company to be successful in
its new business venture. However, it should be noted that, the more successful
the proposed business is, the more capital is required to enhance the business.
The Company believes that the success of the business will be reflected in the
price of its Common Stock; and that an increase in such price will provide
flexibility in obtaining additional financing.

Item 7.  Financial Statements
         --------------------

         Consolidated Financial Statements and supplementary financial
information specified by this Item 7 are presented following Item 13 in Part III
of this report.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure

         Inapplicable


                                    PART III

Item 9. Directors, Executive Officers, Promotors and Control Persons; Compliance
        with Section 16(a) of the Exchange Act
        ------------------------------------------------------------------------

         The executive officers, directors and key personnel of the Company are
as follows: (the information set forth hereunder is as of the October 31, 2002,
end of the fiscal period). Each of the four persons named below occupied the
office set forth opposite his/her name from November 15, 1996, until October 5,
1998, and resumed the occupancy of such office on October 31, 1999.
<TABLE>
<CAPTION>
Name                                     Age           Positions held with the Company
----                                     ---           -------------------------------
<S>                                      <C>            <C>
David R. Stith                           73            President and Director

Herbert S. McDonald                      66            Director

Allan Esrine                             74            Principal Financial Officer and Director

Desiree L. Pierson                       40            Secretary

</TABLE>

                                                                               6
<PAGE>


         Biographies of the directors and executive officers of the Company are
set forth below. All directors hold office until the next annual stockholders
meeting and until their successors have been elected and qualified or until
their death, resignation, retirement, removal or disqualification. Vacancies in
the existing Board are filled by majority vote of the remaining directors.
Officers of the Company serve at the will of the Board of Directors.

         David R. Stith became Vice Chairman and a Director of Global on
November 1, 1991, and of the Company on November 25, 1991. Mr. Stith founded
Underwater Technics in 1967 and has served as its Chairman and President since
such date. Mr. Stith led the crew that cleaned up the major oil spills from the
tankers the "Elias," the "Mellon, and the "Athos." Mr. Stith was also involved
in underwater testing for the National Aeronautics and Space Administration, and
led the crew that dove for sunken treasure on the Spanish Gallon "San Jose"
which sank off Columbia in 1708.

         Herbert S. McDonald became a director of the Company on December 27,
1995. Mr. McDonald has, since January 1993, been the President of The Fulcrum
Group, a management consulting firm specializing in the restructuring and
merger/acquisition of corporate clients. Prior thereto, Mr. McDonald was (since
August 1990) the President (CEO) and principal shareholder of European
Automotive Products, Inc., a major importer of imported cars specializing in
higher end German automotive parts. Prior thereto, Mr. McDonald was the
President (CEO) and principal shareholder of Fulcrum Investments, a firm making
investments in manufacturing, leasing, automobile dealerships and real estate.

         Allan Esrine became a director of the Company on November 15, 1996, as
well as Principal Financial Officer. Mr. Esrine has, for the past five years,
been involved in private financial activities in New York City, including the
management of several family businesses.

         Desiree L. Pierson became Secretary of the Company in January, 1996.
Ms. Pierson was an employee of the Company from 1991 until June 28, 1996. In her
capacity as Secretary, Ms. Pierson's duties include shareholder relations,
matters involving the Transfer Agent and corporate record keeping, and do not
include corporate decision making or substantive matters involving the Company.

         No director, officer or affiliate of the Company is an adverse party to
the Company or any of its subsidiaries in any material proceeding.

         The Company and its directors and executive officers are in compliance
with the requirements of Section 16(a) of the Exchange Act.

Item 10. Executive Compensation
         ----------------------

         None of the present three directors and officers of the Company has
received any remuneration of any kind (including reimbursement of expenses)
during the period October 31, 2001, through October 31, 2002. Desiree L.
Pierson, Secretary, has received the sum of $500 per month (plus accountable
expenses) for services rendered to the Company on a part-time basis.

                                                                               7
<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

         The following table sets forth certain information with regard to the
beneficial ownership of outstanding shares of Common Stock by (i) each person
known by the Company to own beneficially five (5%) percent or more of the
outstanding shares of the Company's Common Stock; (ii) each director and
executive officer individually; and (iii) all executive officers and directors
of the Company as a group:

<TABLE>
<CAPTION>
                                         Number of Shares of
Name and Address                         Common Stock                           Percentage (%) of
Of Beneficial Owner                      Beneficially Owned (1)                 Class Outstanding (2)
--------------------                     ----------------------                 ---------------------
<S>                                               <C>                                       <C>
David R. Stith                                  86,500                                     1.74
Herbert S. McDonald                             70,000                                     1.41
Allan Esrine                                   200,000                                     4.02

Directors and Officers                         356,500                                     7.17
  as a Group (3 persons)
</TABLE>

---------------

(1)  Beneficial ownership as reported in the table above has been determined in
     accordance with Instruction (4) to Item 403 of Regulation S-B of the
     Securities Exchange Act.

(2)  Percentage of class based upon 4,972,545 shares of Common Stock outstanding
     on October 31, 2002.

Item 12. Certain Relationships and Related Transactions
         ----------------------------------------------

         Inapplicable

Item 13. Exhibits and Reports on Form 8-K
         --------------------------------

         (a)  1. All financial statements - see index to Consolidated Financial
              Statements on page F-1.

              2. Exhibits - see Exhibits below.

         (b)  The following Exhibits (incorporated herein by reference) are
              applicable to the period subsequent to the filing of Form 10-KSB
              for the fiscal year ended October 31, 2001, and prior to the
              filing date hereof:


                                                                               8
<PAGE>

         A.   Form 10-KSB, for the fiscal year ended October 31, 2001, filed on
              January 29, 2001

         B.   Form 10-QSB, for the first quarter ended January 31, 2002, filed
              on March 14, 2002

         C.   Form 10-QSB, for the second quarter ended April 30, 2002, filed on
              June 14, 2002

         D.   Form 10-QSB, for the third quarter ended July 31, 2002, filed on
              September 12, 2002

         E.   Forms 8-K, filed on October 31 and November 15, 2002, relating to
              the agreement to acquire 100% of the capital stock of Ideal 4X
              Corporation and to the cancellation of the agreement to acquire
              certain assets of United Currency Group, Inc.

         F.   Press release, dated January 6, 2003, relating to the proposed
              acquisition by the Company of 100% of the capital stock of
              Currency Charting Corp.

         G.   Agreement, dated January 21, 2003, to acquire 100% of the capital
              stock of Currency Charting Corp.





                                                                               9

<PAGE>

                                  BIOFARM, INC.

                            OCTOBER 31, 2002 AND 2001

                                TABLE OF CONTENTS




                                                                    Page

Independent Auditors' Report...................................      F-2

Consolidated Financial Statements

     Balance Sheets............................................      F-3

     Statements of Operations..................................      F-4

     Statements of Changes in Stockholders' Equity.............      F-5

     Statements of Cash Flows..................................      F-6

     Notes to Consolidated Financial Statements................      F-7 - F-10



















                                       F-1


<PAGE>


                          Independent Auditors' Report


The Stockholders and Board of Directors
Biofarm, Inc.
Linfield, Pennsylvania


         We have audited the accompanying consolidated balance sheets of
Biofarm, Inc. as of October 31, 2002 and 2001 and the related consolidated
statements of operations, changes in Stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Biofarm, Inc. as of October 31, 2002 and 2001 and the consolidated results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.



                                                          ASHER & COMPANY, Ltd.

Philadelphia, Pennsylvania
January 2, 2003 except as to
Note J, as to which the date
is January 21, 2003

                                       F-2


<PAGE>


                                  BIOFARM, INC.
                           CONSOLIDATED BALANCE SHEETS
                            OCTOBER 31, 2002 AND 2001

                                     ASSETS
<TABLE>
<CAPTION>
                                                                              2002             2001
                                                                              ----             ----
<S>                                                                         <C>            <C>
CURRENT ASSETS
  Cash                                                                          $ 363
                                                                          ------------
  Total current assets                                                            363

OTHER ASSETS
  Note receivable                                                               4,000         $ 4,000
  Accrued interest receivable                                                  15,545               -
  Investment in unregistered company                                                -          36,989
  Advances to developing companies                                                932          19,875
                                                                          ------------     -----------
  Total other assets                                                           20,477          60,864
                                                                          ------------     -----------

  Total Assets                                                               $ 20,840        $ 60,864
                                                                          ============     ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                           $ 94,803        $ 37,278
                                                                          ------------     -----------
  Total current liabilities                                                    94,803          37,278

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 5,000,000
  shares authorized, none issued
Common stock, $.001 par value; 25,000,000
  shares authorized, 4,972,930 shares issued
  and 4,972,545 outstanding in 2002 and 4,671,930
  shares issued and 4,671,545 shares outstanding in 2001                        4,973           4,672
Additional paid-in capital                                                 17,083,956      17,084,257
Accumulated deficit                                                       (16,797,005)     16,599,156)
Stock subscription receivable (including $64,900 in 2002 and
  $165,200 in 2001 from related parties)                                     (364,900)       (465,200)
                                                                          ------------     -----------
                                                                              (72,976)         24,573
Less treasury stock, at cost, 385 shares                                         (987)           (987)
                                                                          ------------     -----------
  Total Stockholders' equity                                                  (73,963)         23,586
                                                                          ------------     -----------

  Total Liabilities and Stockholders' Equity                                 $ 20,840        $ 60,864
                                                                          ============     ===========
</TABLE>



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

                                       F-3


<PAGE>

                                  BIOFARM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      YEARS ENDED OCTOBER 31, 2002 AND 2001



<TABLE>
<CAPTION>
                                                                              2002             2001
                                                                              ----             ----
<S>                                                                        <C>             <C>
Revenue
   Interest                                                               $   15,545           20,218
                                                                          -----------      -----------
                                                                              15,545           20,218

Expenses
  Write-off investment in unregistered company                                71,989                -
  Write-off of uncollectible accrued interest receivable                           -           49,095
  General and administrative expenses                                        141,405          129,007
                                                                          -----------      -----------

        Total expenses                                                       213,394          178,102
                                                                          -----------      -----------

         NET LOSS                                                         $ (197,849)      $ (157,884)
                                                                          ===========      ===========


Basic loss per common share                                               $    (0.04)         $ (0.04)
                                                                          ===========      ===========

Weighted-average number of common shares                                   4,829,970        4,472,300
  outstanding                                                             ===========      ===========
</TABLE>



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

                                       F-4

<PAGE>


                                  BIOFARM, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      YEARS ENDED OCTOBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                      Shares
                                        of                       Additional                                               Total
                                      Common        Common        Paid-In      Accumulated    Subscription   Treasury  Stockholders'
                                       Stock         Stock        Capital        Deficit       Receivable     Stock       Equity
                                   -------------  -----------  -------------  --------------  -------------  --------  -------------
<S>                                <C>            <C>          <C>            <C>             <C>            <C>       <C>
Balance, November 1, 2000             4,376,930   $    4,377   $ 17,084,552   $ (16,441,272)  $   (653,251)  $  (987)  $     (6,581)

Issuance of Common Stock                295,000          295           (295)              -              -         -              -

Cancellation of stock
  subscription agreements                     -            -       (475,000)              -        475,000         -              -

Issuance of stock
  subscription agreements                     -            -        475,000               -       (475,000)        -              -

Payments collected on
  subscription receivable                     -            -              -               -        163,051         -        163,051

Payments collected on subscription
  receivable from related party               -            -              -               -         25,000         -         25,000

Net loss                                      -            -              -        (157,884)             -         -       (157,884)
                                   -------------  -----------  -------------  --------------  -------------  --------  -------------

Balance, October 31, 2001             4,671,930        4,672     17,084,257     (16,599,156)      (465,200)     (987)        23,586

Issuance of Common Stock                301,000          301           (301)              -              -         -              -

Payments collected on subscription
  receivable from related party               -            -              -               -        100,300         -        100,300

Net loss                                      -            -              -        (197,849)             -         -       (197,849)
                                   -------------  -----------  -------------  --------------  -------------  --------  -------------

Balance, October 31, 2002             4,972,930   $    4,973   $ 17,083,956   $ (16,797,005)    $ (364,900)    $(987)     $ (73,963)
                                   =============  ===========  =============  ==============  =============  ========  =============
</TABLE>




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

                                       F-5
<PAGE>
                                  BIOFARM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED OCTOBER 31, 2002 AND 2001

<TABLE>
<CAPTION>

                                                                              2002             2001
                                                                              ----             ----
<S>                                                                       <C>              <C>
OPERATING ACTIVITIES
  Net loss                                                                $ (197,849)      $ (157,884)
  Adjustments to reconcile net loss to net cash
   utilized by operating activities:
     Write-off of uncollectible accrued interest                                   -           49,095
     Write-off of investment in unregistered company                          71,989                -
     Changes in:
       Accounts payable                                                       57,525             (372)
       Subscription accrued interest                                         (15,545)         (20,218)
                                                                          -----------      -----------

  Net cash utilized by operating activities                                  (83,880)        (129,379)

INVESTING ACTIVITIES
  Investment in unregistered company                                         (35,000)         (36,989)
  Advances to developing companies                                              (932)         (19,875)
  Payments received on advances                                               19,875                -
                                                                          -----------      -----------

  Net cash utilized by investing activities                                  (16,057)         (56,864)

FINANCING ACTIVITIES
  Loan to third party                                                              -           (4,000)
  Payments of subscriptions receivable from related party                    100,300           25,000
  Payments of subscriptions receivable                                             -          163,051
                                                                          -----------      -----------

  Net cash provided by financing activities                                  100,300          184,051
                                                                          -----------      -----------

       INCREASE (DECREASE) IN CASH                                               363           (2,192)

Cash, beginning of year                                                            -            2,192
                                                                          -----------      -----------

Cash, end of year                                                         $      363       $        -
                                                                          ===========      ===========
</TABLE>


SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:

    In 2001, the Company cancelled $475,000 of subscription agreements due to
    nonpayment on the related promissory notes. The Company also issued new
    subscription agreements for 950,000 shares of common stock for a total of
    $475,000.




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

                                       F-6


<PAGE>
                                  BIOFARM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2002 AND 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization
     ------------

     Biofarm, Inc. (formerly Global Spill Management, Inc.) was incorporated in
     June, 1991 to acquire, operate and develop environmental contracting and
     consulting companies and related businesses. All operating companies were
     disposed of or sold in prior years. Presently, the Company is a
     non-operating shell corporation.

     Principles of consolidation
     ---------------------------

     The accompanying consolidated financial statements include the accounts of
     Biofarm, Inc. and its wholly owned subsidiary (collectively referred to as
     the "Company" or "Biofarm") after elimination of all significant
     intercompany balances and transactions.

     Use of estimates
     ----------------

     The preparation of financial statements in conforming with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements, and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates.

     Investments
     -----------

     The Company entered into a Subscription Agreement, as discussed in Note E,
     to purchase the stock of a private company. Since the private company's
     registration statement was subsequently withdrawn, the investment did not
     have a readily determinable market value. Consequently, the Company has
     elected to write off its investment in this company as discussed in Note E.

     Income taxes
     ------------

     Income taxes are calculated using the liability method specified by
     Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting
     for Income Taxes."

     Loss per common share
     ---------------------

     The Company adopted SFAS No. 128, "Earnings Per Share" ("EPS"), which
     provides for the calculation of basic and diluted EPS. Basic EPS includes
     no dilution and is computed by dividing the income (loss) available to
     common stockholders by the weighted-average number of common shares
     outstanding for the period. Diluted EPS reflects the potential dilution of
     securities that could share in the income (loss) of the Company. There is
     no difference in basic and diluted EPS for the years ended October 31, 2002
     and 2001 since there are no potentially dilutive securities outstanding for
     either period presented.
                                       F-7

<PAGE>


                                  BIOFARM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2002 AND 2001


NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Reclassifications
     -----------------

     Certain reclassifications of amounts reported in 2001 were made to conform
     to the 2002 classifications.


NOTE B - SUBSCRIPTIONS RECEIVABLE

     In October, 1999, the Company received 14 non-negotiable, interest-bearing
     4% promissory notes evidencing the right to subscribe for an aggregate of
     1,500,000 shares of Common Stock, in the aggregate principal amount of
     $750,000. Through October 31, 2001, the Company received an aggregate of
     $284,800 in principal payments related to these notes, thereby leaving a
     principal balance at October 31, 2001 of $465,200, net of $9,800 which
     represents prepayments of the remaining balance of $475,000.

     On October 31, 2001, the Company cancelled the remaining unpaid promissory
     notes of $465,200. On October 31, 2001, the Company received 5 new
     promissory notes from unrelated individuals for the purpose of subscribing
     to purchase a total of 950,000 shares of Common Stock for a total of
     $475,000. During the year ended October 31, 2002, a total of $100,300 (in
     addition to the $9,800 prepayment discussed above) of these promissory
     notes have been collected by the Company. On October 31, 2002, the original
     due date on the notes was extended to July 31, 2003. The notes are payable,
     with interest at 4% on or before July 31, 2003. As of October 31, 2002, the
     Company had received $5,600 in payments on subscriptions receivable for
     which additional shares have not been issued. See Note J, Subsequent Events
     for the subsequent receipt of two promissory notes.

     Subscriptions receivable included $160,200 and $165,200 as of October 31,
     2002 and 2001 from IDIICO, a related party. Payments of $5,000 and $25,000
     for the years ended October 31, 2002 and 2001 were received from related
     parties IDIICO and Alan Esrine, respectively.


NOTE C - INCOME TAXES

     The Company has deferred tax assets of approximately $4,250,000 as of
     October 31, 2002, related to net operating loss carryforwards ("NOL"),
     which have yet to be utilized. As a result of the sale of the Company's
     operating subsidiaries and the issuance of additional shares of common
     stock, the amount of the NOL of approximately $12,140,000 may be limited.
     Also, the utilization of these losses, if available, to reduce the future
     income taxes will depend upon the generation of sufficient taxable income
     prior to the expiration of the NOL. Therefore, at October 31, 2002 and
     2001, the Company has established a 100% valuation allowance against the
     deferred tax assets as the likelihood of recognizing this benefit cannot be
     certain. The increase in the valuation allowance for the years ended
     October 31, 2002 and 2001 was $50,000 and $200,000, respectively. The net
     operating losses will expire in various years through June, 2022.

                                       F-8

<PAGE>


                                  BIOFARM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2002 AND 2001



NOTE D - PROPERTY

     The Company owns a property located in Camden, New Jersey, which is carried
     at zero value. The Company intends to offer such property for sale upon the
     resolution of certain environmental remediation issues. The amount of
     liability, if any, associated with the remediation process is not
     estimatable.


NOTE E - SUBSCRIPTION AGREEMENTS

     Effective April 30, 2001, the Company entered into a Subscription Agreement
     with Paragon Sports Group, Inc. (Paragon), pursuant to which the Company
     subscribed for 800,000 shares of Paragon common stock. Paragon's
     registration statement was declared effective on January 14, 2002. Paragon
     did not retain a broker-dealer to sell the additional 400,000 shares of
     Paragon common stock being offered for sale pursuant to the registration
     statement. Paragon stated in the registration statement that the management
     of Paragon would be responsible for the sale of the 400,000 shares. Paragon
     withdrew its registration statement subsequent to April 14, 2002. The
     Company has elected to write-off in full its investment of $71,989 in
     Paragon. Currently the Company does not believe that Paragon's management
     has demonstrated any ability to cause Paragon to become a public entity,
     either in the United States or abroad.


NOTE F - COMMITMENTS

     On June 5, 2002 the Company entered into a contract to acquire 2,500,000
     shares of a company engaged in the transportation logistics business. The
     transaction is to close simultaneously with the receipt of the audited
     financial statements of the company, the private placement of $8,000,000 of
     equity in the company and the declaration of the effectiveness of the
     company's registration statement by the SEC. The Company has committed to
     pay certain cost and professional fees associated with registering the
     shares of the acquired company. No shares of the target company had been
     acquired as of October 31, 2002.

     On October 31, 2002, the Company entered into an agreement to acquire all
     of the capital stock of Ideal 4X Corporation (Ideal) in exchange for
     3,500,000 shares of the Company's common stock. No shares of the Company
     have been issued as of October 31, 2002. The acquisition of Ideal is
     contingent upon Ideal raising $2 million in a private placement offering,
     and providing management of the Company independent valuation of the
     tangible and intangible assets being acquired so that the Company can
     reflect those assets in the consolidated statements of the Company and
     Ideal. The acquisition of Ideal is intended to transform the Company from a
     non-operating shell corporation into an entity engaged in providing a
     trading platform enabling traders to trade in currency transactions in an
     electronic format.

                                       F-9

<PAGE>


                                  BIOFARM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2002 AND 2001


NOTE G - NOTE RECEIVABLE

     The company has a non-interest bearing promissory note in the amount of
     $4,000 due from an unaffiliated individual. This note has no stated due
     date.


NOTE H - ADDITIONAL ISSUANCE OF COMMON SHARES

     On February 19, 2002 the Company issued 174,600 shares of its authorized,
     unissued common stock in exchange for the collection of $87,300 in
     subscriptions receivable. On July 15, 2002 the Company issued an additional
     126,400 shares of its authorized, unissued common stock in exchange for the
     collection of $63,200 in subscriptions receivable. The par value of these
     shares was removed from additional paid-in capital and credited to common
     stock. As of October 31, 2002, $5,600 had been collected on subscriptions
     receivable for which no common stock has been issued.


NOTE I - LITIGATION

     The Company is a defendant in an action that commenced in March 2002
     seeking recovery of approximately $3,000,000 that was paid by an insurance
     company for an insurance settlement. The insurance company paid the
     settlement on behalf of a company that the insurance company alleges was a
     subsidiary of Biofarm. In addition, the insurance company alleges that it
     received an indemnity agreement from the Company related to the insured
     obligations. The Company is vigorously defending the claim and believes its
     defenses are substantial. The Company contends that the insurance
     settlement was paid on behalf of a company that was never a subsidiary. In
     addition, the Company contends that the indemnity agreement is legally
     unenforceable and a nullity.


NOTE J - SUBSEQUENT EVENTS

     On January 21, 2003, the Company entered into an agreement to acquire all
     of the common stock of Currency Charting Corporation (CCC). The Company
     will issue 2,300,000 shares of its common stock and will pay $350,000 in
     exchange for all of the common stock of CCC. The acquisition of CCC is
     contingent upon the ability of Ideal to be able to raise $2 million in a
     private placement offering. CCC provides tools for currency traders to
     assist them in the development of technical indicators to establish trading
     positions. CCC holds an exclusive license to this software, which was
     acquired from Fulcrum Inc. (Fulcrum). As part of the terms of the license
     agreement between CCC and Fulcrum, 35% of the revenue generated from the
     use of the software is paid to Fulcrum.

     In January 2003, the Company replaced all of the promissory notes related
     to the subscriptions receivable and referred to in Note B, with two new
     promissory notes dated October 31, 2002. The new promissory notes are for
     $182,450 each. The notes are due, with interest at 4%, on or before July
     31, 2003.
                                      F-10


<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                    BIOFARM, INC.



                                           By:  /s/ David R. Stith
                                                    ----------------------
                                                    David R. Stith
                                                    President and Director
                                                    January 27, 2003


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
Signatures                               Title                                  Date
----------                               -----                                  ----
<S>                                       <C>                                    <C>
/s/ David R. Stith                       President and Director                 January 27, 2003
-------------------------
David R. Stith

/s/ Allan Esrine                         Principal Financial and                January 27, 2003
-------------------------                Accounting Officer and Director
Allan Esrine

                                         Director
/s/ Herbert S. McDonald                                                         January  27, 2003
-------------------------
Herbert S. McDonald
</TABLE>

                                                                              10