<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, 2000
                                       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                                (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)

       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 19, 2001, 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 $2,889,684 determined by the
closing sale price on that date based upon 4,020,430 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, the
shareholders voted to change the name of the Company to Biofarm, Inc.

A.       PLAN OF REORGANIZATION (and Events Prior to September 4, 1998)

         In April, 1996, because of a demonstrable inability to meet its debts
as they matured, the Company and its financial advisors determined to undertake
a comprehensive Plan of Reorganization (the "Plan"). Such Plan included the (a)
sale of the four operating subsidiaries for cash consideration only, (b)
liquidation of the debt due to the senior secured creditor (Meridian Bank), and
(c) elimination of debt in its entirety.

Sales of Subsidiaries
---------------------

         On June 28, 1996, the Company sold the capital stock or the net assets
of its then four operating subsidiaries. An aggregate of $1,200,000 was paid to
Meridian Bank in full and complete satisfaction of secured indebtedness to
Meridian Bank in the principal amount of $1,480,000 (plus accrued interest of
$47,000). Meridian Bank satisfied its lien and executed a General Release in
favor of the Company on June 28, 1996.

         As a result of the disposition of all of its subsidiaries, the Company
ceased to be an operating company.

Elimination of Debt
-------------------

         In addition to the discharge of all obligations due to Meridian Bank,
the Company also undertook the elimination of all other debt. Employment
contracts (under which the Company was obligated in the amounts of $1,230,600
for 1996 and $848,000 for 1997, respectively) were terminated, lease obligations
were cancelled and general, unsecured creditors (other than those owed minimal
amounts or those professionals and firms continuing to provide necessary
services for the Company), were resolved with an offer of 37.5 cents on the
dollar.

         Giving effect to the (a) satisfaction of the indebtedness due Meridian
Bank, and (b) liabilities assumed by the purchasers of the four operating
subsidiaries being treated herein as having occurred on June 28, 1996, the
Company remained, as of June 30, 1996, with fixed liabilities of $814,000.
Commencing in July, 1996, the Company, as an alternative to creditor proceedings
that would have involved legal and accounting costs disproportionate to the
dollar amount of its remaining liabilities, commenced a voluntary plan of
payment at a discount. Creditors were offered an immediate settlement equal to
37.5% of the amount owed (except for claims under $100 which were liquidated in
full). Such offer resulted, as of June 30, 1997, in $691,892 in the aggregate of
claims being settled for the sum of $237,711. As of December 31, 2000, total
liabilities of the Company were approximately $25,000.


                                                                               2
<PAGE>


         The results of the Plan were as follows: approximately $6.9 million of
indebtedness existing at June 30, 1996, has been eliminated in full, $1,598,178
in cash was arranged by management to be contributed to the Company, all
inchoate claims against the Company (beyond the $6,900,000 of fixed obligations)
were resolved, and (except for the one matter described hereinafter under
"Litigation") all litigation has been resolved.

B.       ACQUISITION  EFFECTED  SUBSEQUENT TO IMPLEMENTATION  OF PLAN OF
         REORGANIZATION  (and Events Subsequent to September 4, 1998)

         ACQUISITION OF BIOFARM, S.A.
         ----------------------------

         Management did not deem it prudent to consider seriously the
acquisition of a going business until the Plan proved feasible. Accordingly,
early in 1998, after a period of eighteen months during which the Plan was
activated, management determined that the Company was then in a position to
effect a major acquisition. Accordingly, negotiations were commenced to acquire
approximately 87% of Biofarm, S.A. ("Biofarm") from Litchfield Continental, Ltd.
("Litchfield"). Management's goals during the negotiations were to avoid the use
of cash, minimize the debt to be issued to effect the acquisition, avoid the
immediate issuance of any substantial number of shares of Common Stock, and
defer the conversion of debt into Common Stock as long as was possible in order
to afford time for the anticipated earnings of Biofarm to develop to their full
potential. The acquisition of Biofarm was closed on September 4, 1998.

         Biofarm is a Romanian pharmaceutical manufacturer located in Bucharest.
It has been in business since 1921. Biofarm manufactures and sells
pharmaceutical and veterinary products both for domestic and international
consumption. Biofarm was state-owned until June 27, 1997, when control thereof
was acquired by Litchfield. Sales of Biofarm for the ten month fiscal period
ended October 31, 1998, were $7,758,000 and operating income was $1,253,000.

         The Stock Purchase Agreement provided for the purchase from Litchfield
of approximately 87% of the issued and outstanding shares of Biofarm,
representing all of the issued and outstanding shares of Biofarm owned by
Litchfield. In consideration for the purchase of the shares of Biofarm, the
Company issued to Litchfield a convertible non-negotiable secured debenture (the
"Debenture") in the principal sum of $6,434,681.

         The Debenture provided that there was no interest due or payable on the
principal sum and was non-negotiable and non-transferable. The Debenture also
provided that, from time-to-time, for a period of five (5) years from the date
of the Debenture, the holder thereof could convert a portion, but not less than
2.5%, of the original principal sum into shares of the Company's Common Stock.
The Debenture was convertible at the rate of 2% of the then issued and
outstanding Common Stock of the Company for each 2.5% of the principal sum of


                                                                               3
<PAGE>


the Debenture that was converted. Therefore, and in accordance with the terms of
the Debenture, if the entire principal sum of the Debenture was converted, the
holder would own eighty (80%) percent of the Company's issued and outstanding
Common Stock based upon the number of shares thereof issued and outstanding as
of the date of conversion. The Company had a sufficient number of shares of
Common Stock authorized to effect the entire conversion. Such conversion was not
permitted prior to January 31, 1999, but was permissible thereafter and for a
period of five years from the closing date. An additional maximum of five
percent (5%) of the Company's then issued and outstanding shares were set aside
for issuance to Litchfield for each of the fiscal periods ended December 31,
1998, and ending December 31, 1999, dependent upon the realization by Biofarm of
certain earnings increases (measured by the earnings of Biofarm for the fiscal
period ended December 31, 1997). For the ten month fiscal period ended October
31, 1998, Biofarm (on an annualized basis) did not meet the required earnings
test. If Biofarm had net income of $825,000 for the fiscal period ending October
31, 1999, Litchfield would have earned an additional maximum of five (5%)
percent of the Company's Common Stock.

Accounting Treatment
--------------------

         Inasmuch as Litchfield obtained voting control, and had Board of
Directors and management control of the Company since the election of the
Litchfield nominees to the Board of Directors was approved by the shareholders
of the Company on October 5, 1998, for financial accounting purposes the
acquisition of Biofarm by the Company was accounted for as a reverse merger in
accordance with generally acceptable accounting principles. Accordingly, the
statement of financial condition and statements of operations and cash flows at
October 31, 1998, the Company's new fiscal year adopted on November 24, 1998,
reflected the historical balance sheet and activities of Biofarm for all of the
required reporting periods as well as the operating results of the Company from
the reverse merger date (October 5, 1998). In addition, for accounting purposes
the shares issuable pursuant to the conversion of the Debenture were deemed to
be issued and outstanding for the periods presented in the financial statements
included with the Form 10-KSB (for the fiscal period ended October 31, 1998)
filed on February 19, 1999.

C.       RESCISSION OF THE TRANSACTION BETWEEN THE COMPANY AND LITCHFIELD

         (Reference is made to Form 8-K, filed November 12, 1999, for
information concerning the rescission of all transactions between the Company
and Litchfield, to which filing is annexed as an Exhibit thereto the Rescission
Agreement, dated October 31, 1999, between the Company and Litchfield.)

         Effective October 31, 1999, the Company entered into a Rescission
Agreement with Litchfield. The effect of the Rescission Agreement is to restore
the Company to the situation that existed prior to September 4 and October 5,
1998. Thus:


                                                                               4
<PAGE>


         a)  The Company's Convertible Debenture issued to Litchfield was
             cancelled and the Company returned to Litchfield the assets
             transferred to the Company by Litchfield;

         b)  The Litchfield nominees to the Company's Board tendered their
             resignations therefrom and the three directors of the Company who
             occupied such office prior to October 5, 1998, were restored as the
             directors of the Company; and,

         c)  Litchfield indemnified the Company against liabilities incurred
             since October 5, 1998, except for one such indebtedness in the
             amount of $200,000, and Litchfield issued to the Company a
             five-year convertible note of Litchfield in the principal amount of
             $439,250 (plus interest at 6% per annum).

         The rescission of the transaction with Litchfield was motivated by the
fiscal 1998 operating losses and the going concern reservation expressed by BDO
International (the Company's then independent auditors) on the financial
statements of the Litchfield assets at and for the year ended October 31, 1998.
This going concern reservation was included in the Form 10-KSB filed on February
19, 1999. Further, doubt about the viability of the overall Company was
exacerbated by the operating loss of approximately $3.6 million for the nine
months ended July 31, 1999, which losses were attributable by Litchfield to the
three United Kingdom entities transferred to the Company by Litchfield after
October 5, 1998. In the opinion of the three directors named to replace the
Litchfield nominees on the Board of the Company, based on the continuing losses
from operations it was probable that the auditors would again issue a going
concern opinion on the financial statements for fiscal 1999, and that due to its
persistent deteriorating financial condition it was possible that the Company
would not be able to remain as a viable entity for a reasonable period of time,
and that it therefore would not be able to stay current in all its required 1934
filings. Consequently, it was determined to effect the rescission of the
transaction with Litchfield.

D.       ACQUISITION OF MINORITY INTEREST IN SHARES OF DIVERSE PRIVATE ENTITIES

         Subsequent to October 31, 2000, the Company has executed Subscription
Agreements to purchase shares in the following private companies:

         Continental Sports Management, Inc.      1,100,000 shares
         Artwork and Beyond, Inc.                   600,000 shares
         Infotier, Ltd.                             750,000 shares

         The Company has offered to purchase shares in six additional private
entities and anticipates that Subscription Agreements will be executed shortly.
In each instance the entities whose shares have been (or will be) subscribed for
are required to cause Registration Statements to be filed with the SEC to permit
the sale by the Company of the shares subscribed for. The Company is advised
that Registration Statements are now being prepared by the three companies
listed above.


                                                                               5
<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
         -----------------

Litigation Instituted Against the Company
-----------------------------------------

         From the time the Company became a public company in 1992 until the
time (June 28, 1996) the Company disposed of all of its then operating
subsidiaries, the Company itself never engaged in environmental clean-up
activities. All such work was conducted by the former wholly-owned subsidiaries.

         Subsequent to June 28, 1996, various claims have been asserted against
the Company seeking damages for non-performance by certain of the former
subsidiaries. All such matters have been resolved and disposed of conclusively,
except that the Company remains a defendant in two unrelated matters (one of
which has been resolved subject only to court approval).

         The Company was named a defendant in a 1995 complaint filed in the
Court of Common Pleas (Philadelphia County). In 1992, Plaintiff hired the
co-defendant (Terminix International) to remedy a termite infestation problem.
While doing so defendant Terminix ruptured an oil line, thereby causing fuel to
be deposited in and around plaintiff's residence. Plaintiff then retained a
former subsidiary of the Company (GSME) to clean-up the resulting oil spill. The
gravamen of the complaint is that the Company conspired with Terminix to
cover-up the true extent of damages to plaintiff's residence. In March, 1998,
the matter was submitted to binding, non-appealable arbitration. Terminix has
offered to purchase plaintiff's residence for $300,000; the purchase price for
the residence was $138,000; and the assessed value is $5,100. The Company's
defense is that it did not cause the damage, the claim of conspiracy is false,
Terminix is solely responsible and, in any event, the Company is not a proper
party defendant because its former subsidiary (GSME) and not the Company itself
performed the services for plaintiff. The case has been dormant since 1997.

         In the second matter, the same former subsidiary (GSME) was retained by
Coastal Oil to clean-up an oil spill on the Delaware River. Plaintiff claims it
was retained by GSME to assist in the spill clean-up. Plaintiff is in bankruptcy
in Louisiana and has sued the Company and GSME for its alleged unpaid invoices
in the amount of $78,000. The Company was able to demonstrate to plaintiff that
the Company is not a proper party defendant, that the work was done by GSME,


                                                                               6
<PAGE>


that plaintiff was retained by GSME, that all payments received from Coastal
(including amounts due plaintiff) were deposited into the GSME bank account, and
that the sole reason the Company has been named a defendant is because GSME, in
1994, filed with the Commonwealth of Pennsylvania a fictitious name certificate
to be able to use the tradename "Global Spill Management". (The latter is not an
actual entity in being.) As a result, the matter was settled by the Company for
the sum of $10,000 to be paid to plaintiff, for which the Company has received
an assignment of the claim from the plaintiff against GSME. An order to approve
such settlement is pending before the Bankruptcy Judge in Louisiana. The Company
assigned the claim against GSME to Hannibal Capital Corp. and the latter has
instituted a claim against GSME that is now on the trial calendar in
Pennsylvania.

         The Company knows of no other pending or threatened litigation of any
amount in excess of $5,000.

         It is the position of the Company that, should certain former
subsidiaries of the Company receive claims that they are or may be liable for
environmental clean-up costs and related damages, and should the Company also be
named a party defendant, the Company will vigorously defend any such claims
based upon the facts and the current laws and regulations applicable to
environmental matters. On the basis of its experience and the information
currently available to it, the Company believes that the one remaining claim
described herein will not have a material adverse effect on its results of
operations, financial position or liquidity. Buttressing the Company's position
(and consistent with the general rule of corporate law), the United States
Supreme Court recently decided in a "superfund" matter that non-operating parent
companies are not responsible for the environmental problems of wholly-owned
subsidiaries. No environmental claim of any kind whatsoever has been filed
against the Company since June 28, 1996.

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, 1998, to December 31, 2000. Such
quotations reflect inter-dealer prices, without retail mark-up, mark-down, or
commissions, and may not represent actual transactions.


                                                                               7
<PAGE>


<TABLE>
<CAPTION>
                                                    Closing                                   Closing
                       High Bid       Low Bid         Bid        High Ask       Low Ask         Ask

<S>                    <C>            <C>            <C>          <C>            <C>          <C>
      1998
      ----
Oct 1 - Dec 31            6.5         3.5625         4.8125         6.75           3.25           5.0

      1999
      ----
Jan 1 - Mar 31         5.4791         2.9375         3.7916       5.6666         3.1458         3.875
Apr 1 - Jun 30         4.0833         2.6875         3.0833       4.3125         2.8958        3.4166
Jul 1 - Sep 30         2.8333         1.4062         2.1666       3.1458         1.5416        2.3958
Oct 1 - Dec 31         1.7396          .9479         1.3333       1.8125         1.0104        1.4687

      2000
      ----
Jan 1 - Mar 31         1.5000         0.8438         1.1875       1.6250         1.0000        1.2500
Apr 1 - Jun 30         1.5000         0.8125         1.1875       1.5313         0.9063        1.3125
Jul 1 - Sep 30         1.2500         0.5313         0.7500       1.3125         0.5625        1.0000
Oct 1 - Dec 31         1.0625         0.3750         0.5313       1.0938         0.4375        0.5938
</TABLE>

   On January 19, 2001, the closing bid and asked prices were $.68750 and
$.71875, 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.

         As of the date hereof there were 4,376,930 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, 2000. 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.


                                                                               8
<PAGE>


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

         As a direct consequence of the implementation of the Plan of
Reorganization described in Part I hereinabove, and the rescission of the
transactions with Litchfield, the Company (as of October 31, 1999) disposed of
all its operations and 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 (giving effect to the
completion of the Plan of Reorganization described in Part I hereinabove)
consist exclusively of legal, accounting and miscellaneous expenses endemic to
any public company. The Company has outstanding subscriptions receivable of
$647,250 as of December 31, 2000, all of which are due and deemed to be
collectible prior to September 30, 2001.

         Assuming collection of its notes receivable, the Company will have
available cash and no liabilities. Current payables will consist solely of
professional fees and office overhead expenses. The Company believes that such
financial condition, its existence as a public entity since 1992 and its current
filer status under the 1934 Act, will make the Company an attractive candidate
to businesses desirous of being acquired by a public company. Since the October
31, 1999, rescission of the Litchfield transactions, the Company has been
presented with many proposed business combinations from entities engaged in
various types of businesses. As of the date thereof, the Company has made no
decision concerning a possible acquisition, the belief of management being that
distribution of this Form 10-KSB (including the audited financial statements
contained herein) will attract an even wider spectrum of potential business
combinations.

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


                                                                               9
<PAGE>


                                    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 October 31, 2000 (the
end of the fiscal period)), and gives effect to the resignations of the
Litchfield-nominated directors effective October 31, 1999. Each of the four
persons named below occupied the office set forth opposite his/her name until
October 5, 1998 (the date of the reverse merger with Litchfield) and resumed
such office effective October 31, 1999 (the date of the rescission with
Litchfield).

Name                        Age        Positions held with the Company
----                        ---        -------------------------------

David R. Stith              71         President and Director

Herbert S. McDonald         64         Director

Allan Esrine                72         Principal Financial Officer and Director

Desiree L. Pierson          38         Secretary

         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.


                                                                              10
<PAGE>


         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 June 30, 1996 through October 31, 2000. Desiree L. Pierson,
Secretary, has received the sum of $800 per month (plus accountable expenses)
for services rendered to the Company on a part-time basis. There have been no
employment contracts in effect since all such contracts existing as of June 28,
1996, were cancelled as of that date as part of the Plan of Reorganization.

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:

                             Number of Shares of
Name and Address             Common Stock                 Percentage (%) of
Of Beneficial Owner          Beneficially Owned (1)       Class Outstanding (2)
--------------------         ----------------------       ---------------------

David R. Stith                      86,500                        1.98%
Herbert S. McDonald                 70,000                        1.59%
Allan Esrine                       200,000                        4.57%

Directors and Officers             356,500                        8.14%
  as a Group (3 persons)

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

(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 4,376,930 shares of Common Stock outstanding
     on October 31, 1999.

                                                                              11
<PAGE>


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, 1999, and prior
                  to the filing date hereof:

                  A. Form 10-KSB, for the fiscal year ended October 31, 1999,
                     filed on January 26, 2000, and amended on March 20, 2000

                  B. Form 10-QSB, for the first quarter ended January 31, 2000,
                     filed on March 9, 2000

                  C. Form 10-QSB, for the second quarter ended April 30, 2000,
                     filed on June 8, 2000

                  D. Form 10-QSB, for the third quarter ended July 31, 2000,
                     filed on September 13, 2000


                                                                              12
<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 25, 2001


         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.

Signatures                   Title                              Date
----------                   -----                              ----

/s/ David R. Stith           President and Director             January 25, 2001
    --------------
David R. Stith

/s/ Allan Esrine             Principal Financial and            January 25, 2001
    ------------             Accounting Officer and Director
Allan Esrine

/s/ Herbert S. McDonald      Director                           January 25, 2001
    -------------------
Herbert S. McDonald










                                                                              13

<PAGE>





                                              ----------------------------------
                                              |                                |
                                              |              Biofarm, Inc.     |
                                              |                                |
                                              |                                |
                                              |                                |
                                              ----------------------------------









                                     Report on Consolidated Financial Statements
                                                     Year Ended October 31, 1999
                                                     Year Ended October 31, 2000















                                                                              14
<PAGE>

                                  BIOFARM, INC.

                            OCTOBER 31, 2000 AND 1999

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>

                                                                                       Page
                                                                                       ----
<S>                                                                                     <C>
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

</TABLE>





                                       F-1


<PAGE>


                          Independent Auditors' Report
                          ----------------------------

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


         We have audited the accompanying consolidated balance sheets of
Biofarm, Inc. as of October 31, 2000 and 1999 and the related consolidated
statements of operations, changes in Stockholders' equity and cash flows for the
years then ended. The 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, 2000 and 1999 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 19, 2001



                                       F-2


<PAGE>
                                  BIOFARM, INC.
                           CONSOLIDATED BALANCE SHEETS
                            OCTOBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                  ASSETS
                                                                           2000                       1999
                                                                           ----                       ----
<S>                                                                          <C>                        <C>
CURRENT ASSETS
      Cash                                                           $           2,192          $           2,882
      Note receivable, Stockholder                                                   -                     40,000
      Subscriptions receivable                                                 682,128                    750,000
                                                                     ------------------         ------------------
          Total current assets                                                 684,320                    792,882

PROPERTY                                                                             -                          -

OTHER ASSETS
     Convertible note receivable                                                     -                    439,250
                                                                     ------------------         ------------------

          Total Assets                                               $         684,320          $       1,232,132
                                                                     ==================         ==================

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                               $          37,650          $          54,924
      Third party indebtedness                                                       -                    200,000
                                                                     ------------------         ------------------
          Total current liabilities                                             37,650                    254,924

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, 4,376,930 shares
       issued and outstanding in 2000 and
       1999, respectively                                                        4,377                      4,377
     Additional paid-in capital                                             17,084,552                 17,323,802
     Accumulated deficit                                                   (16,441,272)               (16,350,971)
                                                                     ------------------         ------------------
                                                                               647,657                    977,208
     Less treasury stock, at cost, 385 shares in 2000                             (987)                         -
                                                                     ------------------         ------------------
          Total Stockholders' equity                                           646,670                    977,208
                                                                     ------------------         ------------------

          Total Liabilities and Stockholders' Equity                 $         684,320          $       1,232,132
                                                                     ==================         ==================
</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, 2000 AND 1999

<TABLE>
<CAPTION>



                                                                                  2000                  1999
                                                                                  ----                  ----
<S>                                                                                <C>                   <C>
Revenue
    Settlement of litigation                                                 $       25,000        $             -
    Interest                                                                         28,878                      -
                                                                             ---------------       ----------------
                                                                                     53,878                      -

General and administrative expenses                                                (144,179)               106,618
                                                                             ---------------       ----------------

       NET LOSS                                                              $      (90,301)       $      (106,618)
                                                                             ===============       ================


Basic loss per common share                                                  $         (.02)       $          (.02)
                                                                             ===============       ================


Weighted-average number of common shares outstanding                              4,376,930              4,371,417
                                                                             ===============       ================
</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, 2000 AND 1999

<TABLE>
<CAPTION>
                                                    Additional                                                         Total
                                       Common        Paid-In        Accumulated       Treasury     Subscriptions    Stockholders'
                                       Stock         Capital          Deficit           Stock        Receivable        Equity
                                    ------------   -------------- ----------------   ------------  --------------  ----------------

<S>                                         <C>           <C>           <C>              <C>             <C>              <C>
Balance, November 1, 1998             $   4,212    $ 16,334,717    $ (16,244,353)                  $   (149,250)    $    (54,674)

Payment of subscriptions                      -               -                -                        109,250          109,250

Issuance of stock subscriptions               -         750,000                -                              -          750,000

Reclassification of subscription
  receivable to note receivable               -               -                -                         40,000           40,000

Issuance of common stock                    165         239,085                -                              -          239,250

Net loss                                      -               -         (106,618)                             -         (106,618)
                                      ----------   -------------   --------------                  -------------    -------------

Balance, October 31, 1999                 4,377      17,323,802      (16,350,971)                             -          977,208

Purchase of treasury stock,
  at cost                                     -               -                -    $      (987)              -             (987)

Cancellation of common
  stock issuance                           (165)       (239,085)               -              -               -         (239,250)

Issuance of common stock                    165            (165)               -              -               -                -

Net loss                                      -               -          (90,301)             -               -          (90,301)
                                      ----------   -------------   --------------   ------------   -------------    -------------

Balance, October 31, 2000             $   4,377    $ 17,084,552    $ (16,441,272)   $      (987)   $          -     $    646,670
                                      ==========   =============   ==============   ============   =============    =============
</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, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                               2000                     1999
                                                                               ----                     ----
<S>                                                                              <C>                     <C>
OPERATING ACTIVITIES
     Net loss                                                              $     (90,301)           $    (106,618)
     Adjustments to reconcile net loss to net cash
        utilized by operating activities:
        Changes in:
             Accounts payable                                                    (17,274)                  (2,078)
             Subscription accrued interest                                       (28,878)                       -
                                                                           --------------           --------------

      Net cash utilized by operating activities                                 (136,453)                (108,696)

FINANCING ACTIVITIES
    Payments of note receivable, Stockholder                                      40,000                  109,250
    Payments of subscriptions receivable                                          96,750                        -
    Purchase of treasury stock                                                      (987)                       -
                                                                           --------------           --------------

    Net cash provided by financing activities                                    135,763                  109,250
                                                                           --------------           --------------

        INCREASE (DECREASE) IN CASH                                                 (690)                     554

Cash, beginning of year                                                            2,882                    2,328
                                                                           --------------           --------------

Cash, end of year                                                          $       2,192            $       2,882
                                                                           ==============           ==============

</TABLE>

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:

    In 2000, the Company determined that the Convertible Note, in the amount of
    $439,250, received from Litchfield Continental, Ltd. pursuant to the
    Rescission Agreement, dated October 31, 1999, was uncollectible.
    Accordingly, the Company elected to write off such Convertible Note and to
    cancel the 165,000 shares of the Company's Common Stock and $200,000
    principal amount of assumption of Litchfield Indebtedness exchanged for such
    Convertible Note.

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

                                 F-6


<PAGE>


                                  BIOFARM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



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.

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

     The accompanying consolidated financial statements include the accounts of
     Biofarm, Inc. and its wholly owned subsidiaries (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 conformity with generally
     accepted accounting principles 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.

     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 two periods ended October
     31, 2000 since there are no potentially dilutive securities outstanding for
     either period presented.


                                       F-7

<PAGE>


                                  BIOFARM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



NOTE B - FAILED ACQUISITIONS

     On September 4, 1998, the Company entered into a contract to acquire
     approximately 87% of the issued and outstanding shares of capital stock of
     Biofarm, S.A., a Romanian pharmaceutical company from Litchfield
     Continental, Ltd. ("Litchfield."). In consideration for the purchase of the
     shares of Biofarm, S.A., the Company agreed to issue to Litchfield a
     convertible, non-negotiable secured Debenture, in the amount of $6,434,681.
     Such Debenture provided that, from time to time, for a period of five years
     the holder thereof could convert a portion, but not less than 2% of the
     original principal sum, into common stock of the Company for each 2.5% of
     the principal sum of the Debenture that was converted. Therefore, if the
     entire principal sum of the Debenture was converted, the holder would own
     80% of the Company's issued and outstanding common stock as of the date of
     conversion.

     Since the Debenture could only be converted into the common stock of the
     Company, for accounting purposes, Biofarm, S.A. would be considered the
     acquiring entity. Therefore, the acquisition was accounted for as a reverse
     purchase in accordance with Generally Accepted Accounting Principles and
     with Biofarm, S.A. retaining the majority voting interest in the merged
     entity. Also, the Directors and Officers of Biofarm, S.A. became the
     Directors and Officers of the Company. Prior to the reverse merger, the
     Company had no operating activities.

     Subsequently, the Company has concluded that the transaction between the
     Company and Litchfield never, in point in fact, was consummated on October
     5, 1998. Therefore, the operations of the Litchfield-contributed companies
     never belonged to the Company and should not be included in the Company's
     financial statements for the years ended October 31, 2000 and 1999.

     Under terms of the Rescission Agreement between the Company and Litchfield
     dated October 31, 1999, the following occurred:

           a.   The Company's Convertible Debenture issued to Litchfield was
                cancelled and the Company returned to Litchfield the assets
                previously transferred to the Company by Litchfield;

           b.   The Litchfield nominees to the Company's Board tendered their
                resignations therefrom and the three directors of the Company
                who occupied such office prior to October 5, 1998, were restored
                as the directors of the Company; and,


                                       F-8


<PAGE>


                                  BIOFARM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



NOTE B - FAILED ACQUISITIONS (Continued)

           c.   Litchfield indemnified the Company against all liabilities
                incurred since October 5, 1998, except for one such indebtedness
                in the amount of $200,000 which is reflected as third party
                indebtedness under current liabilities. In addition, the Company
                (subject to Litchfield's fulfillment of its obligations under
                the Rescission Agreement) agreed to honor Litchfield's issuance
                to a third party of 165,000 shares which were issued at current
                market value, net of a discount due to the stock being
                restricted, of $239,250; Litchfield issued to the Company a
                five-year convertible note in the principal amount of $439,250,
                plus interest at 6% per annum. In July, 2000, the Company
                instructed its Transfer Agent to cancel the 165,000 shares and
                advised Litchfield that the $200,000 obligation of Litchfield
                assumed by the Company, pursuant to the Rescission Agreement,
                would not be honored. Each such action was taken by the Company
                because of Litchfield's demonstrable inability to honor its
                $439,250 obligation to the Company, pursuant to the Rescission
                Agreement. The effect of this transaction, as a result of
                canceling the 165,000 shares, was the reduction of additional
                paid-in capital of $239,250. This had been recorded as bad debt
                expense in the third quarter of fiscal year 2000 because the
                Company was unsure if it would successfully cancel the shares.
                Thus, bad debt expense was reversed in the fourth quarter of
                fiscal year 2000.


NOTE C - SUBSCRIPTIONS RECEIVABLE

     In October, 1999, the Company received 14 non-negotiable promissory notes
     for the purpose of subscribing to purchase a total of 1,500,000 shares of
     common stock for a total of $750,000. The promissory notes are due on
     September 30, 2001, and bear interest at 4%. The notes, principal and
     interest, may be paid at any time before the due date. If the maker of the
     note is in default of payment, the note will bear interest at 8% from the
     date of default. During the year ended October 31, 2000, an aggregate of
     $82,500 of such notes was paid in full.


NOTE D - LITIGATION

     The Company is a defendant in two lawsuits in which the principal
     defendants are its former subsidiaries. The Company is vigorously defending
     these suits, on the basis that it is not a proper party defendant because
     the parent company has no contractual relationship with the respective
     plaintiffs and bears no responsibility to such plaintiffs. Management has
     determined that the outcome of these matters will not have a material
     adverse effect on the financial statements of the Company.



                                       F-9

<PAGE>


                                  BIOFARM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



NOTE E - INCOME TAXES

     The Company had deferred tax assets of approximately $4,000,000 as of
     October 31, 2000, 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 $11,600,000 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, the Company has established
     a 100% valuation allowance against the deferred tax assets as the
     likelihood of recognizing this benefit cannot be certain. The net operating
     losses will expire in various years through June, 2015.


NOTE F - 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 issues.


NOTE G - SUBSEQUENT EVENT

     Since October 31, 2000, the Company has entered into Subscription
     Agreements pursuant to which it has subscribed for the number of shares set
     forth opposite the names of the following corporations:

          Continental Sports Management                      1,100,000
          Infotier, Ltd.                                       750,000
          Artwork and Beyond, Inc.                             600,000

     Currently, the Company has offered to purchase shares in six additional
     entities and anticipates that Subscription Agreements will be executed
     shortly. In each instance, the entities whose shares have been (or will be)
     subscribed for are required to file a Registration Statement with the SEC
     that will permit the sale by the Company of the subscribed shares. The
     Company is advised that Registration Statements are presently being
     prepared by the three companies listed above.







                                      F-10