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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
(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, 1999
                                       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 registrant as specified in its charter)

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

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

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


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

           Securities registered pursuant to Section 12(g) of the 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 any amendment to this Form 10-KSB [ ].

            State issuer's revenues for its most recent fiscal year:
                                      None

     As of January 20, 2000, 4,376,930 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 $4,141,043, determined by the closing sale
price on that date based upon 4,020,430 shares owned by non-affiliates.

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<PAGE>

     This Amendment to Form 10-KSB amends Item 13 of Part III to delete from
Item 13(a) the audit report dated September 4, 1998, of BDO Seidman, LLP.

     On September 10, 1998, the Registrant filed its Form 10-KSB for its fiscal
year ended June 30, 1998. Such filing included the audited consolidated balance
sheet of the Registrant at June 30, 1998, and the consolidated statements of
operations and cash flows for each of the two years in the period ended June 30,
1998, accompanied by the audit report, dated September 4, 1998, of BDO Seidman,
LLP. On January 28, 2000, the Registrant filed its Form 10-KSB for its fiscal
period ended October 31, 1999. Such filing included the audited balance sheets
of the Registrant at October 31, 1999, and 1998, and the statements of
operations and cash flows for the year ended October 31, 1999, and the period
from July 1, 1998, to October 31, 1998. In addition, the Registrant included
with such filing the audit report of BDO Seidman, LLP previously filed on
September 10, 1998.

     The Registrant included in its Form 10-KSB filing dated January 28, 2000, a
response to Item 8 thereof (Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure). On March 16, 2000, the Registrant filed
its Form 8-K to respond to Item 4 thereof (Changes in Registrant's Certifying
Accountant).

     As a result of the foregoing, BDO Seidman, LLP has objected to the
Registrant's inclusion of the BDO Seidman, LLP audit report dated September 4,
1998, for the Registrant's fiscal year ended June 30, 1998, in the Registrant's
Form 10-KSB filing for its fiscal year ended October 31, 1999. Accordingly, the
inclusion of the BDO Seidman, LLP audit report dated September 4, 1998, for the
fiscal period ended June 30, 1998, in the Registrant's Form 10-KSB filing for
its fiscal period ended October 31, 1999, is hereby withdrawn and should not be
relied upon.

     No adverse opinion or disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting principles was
involved with respect to either of the two years ended June 30, 1998, audited by
BDO Seidman, LLP, nor was there any disagreement during such two-year period or
thereafter on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. Inasmuch as the Registrant
was not an operating entity either at June 30, 1998, or October 31, 1999, the
Registrant does not deem its Form 10-KSB filing dated January 28, 2000, to be
either misleading or materially incomplete. The Registrant does not believe that
the audit report of BDO Seidman, LLP for the fiscal period ended June 30, 1998,
is necessary to an understanding of the financial position of the Registrant at
October 31, 1999, or of the results of operations and cash flows of the
Registrant for the fiscal period ended October 31, 1999, and for the period from
July 1, 1998, to October 31, 1998. Finally, the Registrant notes that at no time
has BDO Seidman, LLP indicated in any manner whatsoever that its audit report,
dated September 4, 1998, should be withdrawn or modified in any respect
whatsoever.

     (Reference is made to Item 8 of the Registrant's Form 10-KSB filing dated
January 28, 2000, and to Item 4 of the Registrant's Form 8-K filing dated March
16, 2000, for further information concerning the replacement of BDO
International as the Registrant's certifying accountant, the background thereto
and the reasons therefor, and the genesis of the monetary dispute with BDO
International.)

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<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/ Allan Esrine
                                                       ----------------------
                                                       Vice President-Finance
                                                       March 20, 2000

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