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, 2003

                                       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

                    Issuer's telephone number: (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

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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:
                                      None

      As of December 31, 2003, 5,545,895 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 $3,009,849 determined by the
closing sale price on that date based upon 5,189,395 shares owned by
non-affiliates.



<PAGE>

Form 10-KSB, filed by the Company on January 29, 2004, for the fiscal year ended
 October 31, 2003, is amended as applicable only to the Items mentioned below:


                                TABLE OF CONTENTS


Part I

         Item 2.     Description of Property

         Item 3.     Legal Proceedings


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 8A.    Controls and Procedures




                                                                               1
<PAGE>

FORM 10-KSB previously filed on January 29, 2004, for the fiscal period ended
October 31, 2003, is amended hereby as follows:

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 approximately 10 acres of land
            (waterfront property) in Camden, New Jersey. As an owner of real
            estate formerly used in providing comprehensive environmental
            services, including the handling of hazardous materials, the
            subsidiary may be subject to environmental cleanup liability,
            regardless of fault, pursuant to the Comprehensive Environmental
            Response, Compensation and Liability Act. While operating its former
            business at the site, a site inspection report was prepared for the
            U.S. Environmental Protection Agency in May 1989, which concluded
            that no further remedial action was required. In August 1996, the
            subsidiary performed a preliminary site assessment, which
            recommended additional investigations at the site, but did not
            conclude that any environmental liability had been incurred. No
            additional testing has been performed by the subsidiary since that
            date, nor has the subsidiary received any reports from regulatory
            agencies concerning the site. In assessing its potential liability
            related to environmental remediation, the subsidiary has not accrued
            any amounts, as management has not determined that it is probable
            that a liability has been incurred. In performing its assessment,
            the subsidiary considered factors, including; the subsidiary has not
            been identified as a potentially responsible party; there are no
            other parties identified as potentially responsible parties at the
            site; the site is not on the National Priorities List; and there
            have not been any proceedings against the subsidiary related to
            potential liability for environmental remediation at the site. The
            subsidiary intends to offer such property for sale upon completion
            of additional testing and investigation of the site, and remediation
            of any findings.

                  It is the position of the Company that, should its subsidiary
            receive claims that it is or may be liable for environmental cleanup
            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. Buttressing the Company's position (and
            consistent with the general rule of corporate law), the United
            States Supreme Court decided in a "superfund" matter that
            nonoperating parent companies are not responsible for the
            environmental problems of wholly owned subsidiaries.



                                                                               2
<PAGE>

Item 3.     Legal Proceedings

                  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. Each party's cross motion
            for summary judgment was denied. Plaintiff asked the Court for a
            settlement conference. At such settlement conference the parties
            agreed that plaintiff's suit against the Company would be dismissed,
            that a new party defendant subsidiary would be substituted for the
            Company, and that the assets and liabilities of the Company would be
            downstreamed to such new subsidiary. The purpose of such agreement
            is to permit the Company to effect the acquisition of an operating
            entity without that entity being subjected to the possible adverse
            consequences of an entry of judgment in favor of plaintiff. The
            Company believes that such arrangement will finally permit the
            Company to consummate an acquisition. However, no assurance may be
            given of the nature or timing of such acquisition. Unless previously
            settled, the parties have agreed to be placed on the trial calendar
            upon the expiration of ninety days from the date of entry of the
            order of substitution. Such entry is expected to be filed shortly.

Item 5.     Market for Common Equity and Related Stockholder Matters (second
            paragraph (page 4) is amended to read as follows:

                  As of April 6, 2004, there are 5,545,895 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. Such 1,085,000 shares are not
            included in the number of issued and outstanding shares (5,545,895)
            as of April 6, 2004. The Company has no intention of attempting to
            reissue and register such 1,085,000 shares in the future. There were
            a total of approximately 600 holders of record as of April 6, 2004.
            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.

Item 6.     Management's Discussion and Analysis or Plan of Operation (first
            paragraph (page 5) is amended to read as follows:

                  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 and of year-to-date operating results and comparisons.
            The Company's liquidity is predicated upon the continuing collection
            of its subscriptions receivable, its principal source of capital.


                                       3
<PAGE>

            The Company believes that the entirety of the remaining principal
            amount of subscriptions receivable ($182,200) is collectible. Since
            October 31, 1999, an aggregate of $567,800 of such subscriptions
            receivable has been collected by the Company. The Company's ability
            to continue as a going concern is dependent upon its ability to
            collect its subscriptions receivable. This going concern contingency
            will remain unless and until the Company concludes the acquisition
            of a profitable business. 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 $182,000 as of April 6, 2004, all of which are due and
            deemed to be collectible prior to July 31, 2004. During the period
            from November 1, 2003, through April 6, 2003, the Company collected
            $41,700 of subscriptions receivable outstanding at October 31, 2003.
            Assuming collection of its subscriptions receivable, the Company
            will have available cash and no liabilities. Current payables will
            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 $182,000 in
            outstanding subscriptions receivable, and related accrued interest
            receivable, do not appear as assets on the Company's consolidated
            balance sheets.

                  The Company has completed the acquisition of an aggregate of
            653,523 shares of Common Stock of a public company engaged in the
            art framing business. Although an initial aggregate of 180,000 of
            600,000 shares of such third party were registered under the 1933
            Act, the acquisition of such entity by another public company
            resulted in such 600,000 shares being exchanged for 653,523 shares.
            However, all such new shares must now be registered under the 1933
            Act prior to the sale thereof. In any event all such shares will be
            eligible for Rule 144 treatment after August, 2004. The sale of any
            such shares would, of course, impact upon the liquidity and capital
            resources discussion in the preceding paragraph. The Company has
            terminated its proposed acquisition of the shares of any other third
            party.

                  The Company will pay for its 653,523 shares with shares of its
            own Common Stock based upon a formula that values the Company's
            Common Stock in an amount equal to the proceeds of sale. The
            proceeds to be derived from the sale of any of the foregoing shares
            will be added to the working capital account of the Company and are
            not presently earmarked for any specific corporate purpose. The
            acquisition of such 653,523 shares constitutes a very small minority
            interest, is without any future cash requirement/commitment, and
            involves no future funding requirement and no management role. There
            are no related party relationships or transactions.



                                                                               4
<PAGE>

Item 8A.    Controls and Procedures

                  Within the ninety-day period prior to the filing of this
            report on Form 10-KSB/A, an evaluation was carried out under the
            supervision and with the participation of the Company's management,
            including the principal executive officer and principal financial
            officer, of the effectiveness of the design and operation of the
            Company's disclosure controls and procedures. The conclusions of
            such officers with respect to the effectiveness of the Company's
            disclosure controls and procedures are set forth hereinafter.
            Additionally, there were no significant changes in the Company's
            internal controls or in other factors that could significantly
            affect these controls subsequent to the date of such officers'
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses (none of which were
            found to exist). (See "Certifications" set forth as Exhibits.)

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this Amendment to its previous Form 10-KSB filing to be signed on its
behalf by the undersigned, thereunto duly authorized.


BIOFARM, INC.                                /s/ David R. Stith
(Registrant)                                 ---------------------------
                                             David R. Stith
                                             President and Director

Dated:  April 16, 2004                       /s/ Allan Esrine
                                             ---------------------------
                                             Allan Esrine
                                             Vice President and Director




                                                                               5
<PAGE>

                                  BIOFARM, INC.

                                  Form 10-KSB/A


EXPLANATORY STATEMENT

After filing its Annual Report on Form 10-KSB for the year ended October 31,
2003, the Company determined that interest income related to subscriptions
receivable, originally reported in the statements of operations, should have
been reported in the statements of changes in stockholders' equity. The
cumulative effect of these restatements is to increase the Company's accumulated
deficit by $75,083 at October 31, 2003.

For additional information, see Note L to the restated consolidated financial
statements included in this filing.




                                                                               6
<PAGE>

                                  Biofarm, Inc.

                            OCTOBER 31, 2003 AND 2002

                                TABLE OF CONTENTS


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

Consolidated Financial Statements (Restated)...........................F-3

         Balance Sheets................................................F-4

         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 - F13






                                                                               7

<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,  2003 and  2002  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, 2003 and 2002 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.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note C to the
consolidated financial statements,  the Company has negative working capital and
its  dependency on  collecting an  outstanding  subscription  receivable  raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note C. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

As  discussed  in  Note  L  to  the  consolidated   financial  statements,   the
accompanying consolidated financial statements have been restated.

/s/ ASHER & COMPANY, Ltd.



Philadelphia, Pennsylvania
January 23, 2004, except for Note L, as to
which the date is April 5, 2004

                                       F-2

<PAGE>

                                  BIOFARM, INC.
                     CONSOLIDATED BALANCE SHEETS (RESTATED)
                            OCTOBER 31, 2003 AND 2002

                                                   ASSETS

<TABLE>
<CAPTION>
                                                                                    2003             2002
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
CURRENT ASSETS
Cash and cash equivalents                                                       $        393    $        363
                                                                                ------------    ------------
Total current assets                                                                     393             363

OTHER ASSETS
Note receivable                                                                           --           4,000
Advances to investees                                                                     --             932
                                                                                ------------    ------------
Total other assets                                                                        --           4,932
                                                                                ------------    ------------

Total Assets                                                                    $        393    $      5,295
                                                                                ============    ============

                               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable                                                                $     81,623    $     94,803
                                                                                ------------    ------------
Total current liabilities                                                             81,623          94,803

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $.001 par value; 5,000,000
Shares authorized, none issued
Common stock, $.001 par value; 25,000,000
shares authorized, 5,240,280 shares issued and
5,239,895 shares outstanding in 2003 and
4,972,930 shares issued and 4,972,545 shares
outstanding in 2002                                                                    5,241           4,973
Additional paid-in capital                                                        17,158,771      17,148,597
Accumulated deficit                                                              (16,994,568)    (16,861,646)
Stock subscriptions receivable                                                      (223,700)       (364,900)
Accrued interest on stock subscriptions receivable                                   (25,987)        (15,545)
                                                                                ------------    ------------
                                                                                     (80,243)        (88,521)
Less treasury stock, at cost, 385 shares                                                (987)           (987)
                                                                                ------------    ------------
Total Stockholders' Equity (Deficit)                                                 (81,230)        (89,508)
                                                                                ------------    ------------

Total Liabilities and Stockholders' Equity (Deficit)                            $        393    $      5,295
                                                                                ============    ============
</TABLE>








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

                                       F-3

<PAGE>

                                  BIOFARM, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (RESTATED)
                      YEARS ENDED OCTOBER 31, 2003 AND 2002



                                              2003           2002
                                              ----           ----
Expenses
  General and administrative expenses          113,885        141,405
  Write-off of investments                      19,037         71,989
                                           -----------    -----------
                                               132,922        213,394
                                           -----------    -----------

NET LOSS                                   $  (132,922)   $  (213,394)
                                           ===========    ===========


Basic and diuted loss per common share     $     (0.03)   $     (0.04)
                                           ===========    ===========

Weighted-average number of common shares
outstanding                                  5,122,969      4,829,970
                                           ===========    ===========

















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

                                       F-4


<PAGE>

                                  BIOFARM, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED)
                      YEARS ENDED OCTOBER 31, 2003 AND 2002


                                                    2003         2002
                                                    ----         ----

OPERATING ACTIVITIES
Net loss                                         $(132,922)   $(213,394)
Adjustments to reconcile net loss to cash
utilized by operating activities:
       Write-off of investments                     19,037       71,989
Changes in:
Accounts payable                                   (13,180)      57,525
                                                 ---------    ---------
Net cash utilized by operating activities         (127,065)     (83,880)

INVESTING ACTIVITIES
Advances for note receivable                        (1,000)          --
Repayments for note receivable                       5,000           --
Advances to abandoned investee companies           (18,105)     (16,057)
                                                 ---------    ---------

Net cash utilized by investing activities          (14,105)     (16,057)

FINANCING ACTIVITIES
Payments received for subscriptions receivable     141,200      100,300
                                                 ---------    ---------

Net cash provided by financing activities          141,200      100,300
                                                 ---------    ---------

INCREASE  IN CASH                                       30          363

Cash, beginning of period                              363           --
                                                 ---------    ---------

Cash, end of period                              $     393    $     363
                                                 =========    =========

















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

                                       F-5


<PAGE>
                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            OCTOBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



      Organization

      Biofarm,  Inc.  ("Biofarm" or the "Company") 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 (See Note B).

      Principles of consolidation

      The accompanying consolidated financial statements include the accounts of
      Biofarm,  Inc. and its wholly owned  subsidiaries after elimination of all
      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.

      Income taxes

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


                                      F-6
<PAGE>

                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            OCTOBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      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,
      2003  and  2002  since  there  are  no  potentially   dilutive  securities
      outstanding for either period presented.

      Reclassifications

      Certain  amounts  in 2002 have been  reclassified  to  conform to the 2003
      presentation.

NOTE B - OPERATIONS

      The Company's  consolidated  financial  statements have been prepared on a
      going concern basis,  which  contemplates  the continuation of operations,
      realization  of assets and  liquidation  of  liabilities  in the  ordinary
      course of business,  and do not reflect any adjustments  that might result
      if the Company is unable to continue  as a going  concern.  At October 31,
      2003,  the  Company  has total  assets of $393 and  total  liabilities  of
      $81,623.  The Company's recent operations have consisted of administrative
      costs,  net of interest income,  to maintain the Company,  and identifying
      potential investment and acquisition opportunities.  The Company's ability
      to operate in the immediate future is highly dependent upon its ability to
      collect subscriptions receivable related to purchases of its common stock.
      The Company's  efforts to identify  potential  investment and  acquisition
      opportunities have not resulted in any consummated transactions to date.

      These factors indicate that there is substantial doubt about the Company's
      ability  to  continue  as a  going  concern.  The  accompanying  financial
      statements do not include any adjustments  that might be necessary  should
      the Company be unable to continue as a going concern.

      The  Company  continues  to  seek  potential  investment  and  acquisition
      opportunities.  The  Company's  ability  to operate  beyond the  immediate
      future is dependent on its ability to consummate investment or acquisition
      transactions to fund its ongoing operations,  or successfully obtain other
      financing.  No assurances can be given that the Company will be successful
      in identifying and consummating an investment or acquisition  transaction,
      or in obtaining other financing.


                                      F-7
<PAGE>

                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            OCTOBER 31, 2003 AND 2002


NOTE C - SUBSCRIPTIONS RECEIVABLE

      In January 2003, the Company replaced five 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  with two new  promissory
      notes dated October 31, 2002. The new  promissory  notes were for $182,450
      each and were originally  payable,  with interest at 4%, on or before July
      31, 2003.  The original due date was extended to October 31, 2003.  During
      the year ended  October 31, 2003  $141,200  of the  promissory  notes were
      collected by the Company, thereby resulting in an aggregate of $223,700 of
      the notes remaining outstanding.

      On October 31, 2003,  the remaining  outstanding  balance of the two notes
      was replaced with one new promissory note dated October 31, 2003. This new
      promissory note in the amount of $223,700 is payable, with interest at 4%,
      on or before July 31, 2004.

NOTE D - INCOME TAXES

      The Company has deferred  tax assets of  approximately  $  $4,300,000  and
      $4,250,000 as of October 31, 2003 and 2002,  respectively,  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  $12,270,000 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, 2003 and 2002, 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 2022.


                                      F-8
<PAGE>

                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            OCTOBER 31, 2003 AND 2002

NOTE E - PROPERTY

      The  Company  owns a  property  located in Camden,  New  Jersey,  which is
      carried  at zero  value.  As an  owner  of real  estate  formerly  used in
      providing comprehensive environmental services,  including the handling of
      hazardous  materials,  the  subsidiary  may be  subject  to  environmental
      cleanup  liability,  regardless  of fault,  pursuant to the  Comprehensive
      Environmental  Response,  Compensation  and Liability Act. While operating
      its former business at the site, a site inspection report was prepared for
      the U.S. Environmental Protection Agency in May 1989, which concluded that
      no further  remedial  action was required.  In August 1996, the subsidiary
      performed a preliminary  site  assessment,  which  recommended  additional
      investigations  at the site,  but did not conclude that any  environmental
      liability had been incurred.  No additional  testing has been performed by
      the  subsidiary  since  that date,  nor has the  subsidiary  received  any
      reports from  regulatory  agencies  concerning  the site. In assessing its
      potential liability related to environmental  remediation,  the subsidiary
      has not accrued any amounts,  as management has not determined  that it is
      probable that a liability has been incurred. In performing its assessment,
      the subsidiary considered factors,  including; the subsidiary has not been
      identified as a potentially  responsible party; there are no other parties
      identified as potentially responsible parties at the site; the site is not
      on the National  Priorities  List; and there have not been any proceedings
      against the subsidiary  related to potential  liability for  environmental
      remediation at the site. The subsidiary intends to offer such property for
      sale upon completion of additional  testing and investigation of the site,
      and remediation of any findings.


NOTE F - ABANDONED INVESTMENTS

      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. During the quarter ended October 31, 2002, the Company wrote-off
      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.


                                      F-9
<PAGE>

                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            OCTOBER 31, 2003 AND 2002

NOTE F - ABANDONED INVESTMENTS (Continued)

      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  was 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  financial  statements
      submitted  to the  Company  were  reviewed  by the  Company's  independent
      auditors  to  determine  compliance  with  generally  accepted  accounting
      principles.  The deficiencies noted by the Company's  independent auditors
      have not  been  resolved.  Accordingly,  the  Company  has  abandoned  the
      proposed  transaction  and has recorded  advances of $3,432 as a charge to
      operations during the year ended October 31, 2003.

      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. The acquisition of Ideal
      was  contingent  upon  Ideal  raising a minimum of $1 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 could reflect those assets in the  consolidated  statements of the
      Company and Ideal. The Company has abandoned the proposed  transaction and
      has elected to write-off in full its investment in the amount of $15,605.

      On January 21, 2003, the Company  entered into an agreement to acquire all
      of the common stock of Currency  Charting  Corporation  (CCC). The Company
      was to issue  2,300,000  shares of its common stock in exchange for all of
      the common stock of CCC. The  acquisition of CCC was  contingent  upon the
      ability  of Ideal to be able to raise a minimum of $1 million in a private
      placement offering. The Company has abandoned the proposed transaction.


NOTE G - COMMITMENTS

      Effective  as of July 31, 2003,  the Company  entered into an agreement to
      acquire  600,000  shares of  common  stock in each of two  entities  whose
      Registration  Statements have been declared effective. Of the aggregate of
      1,200,000  shares,  a total of 380,000 of such shares are registered.  The
      balance  of  820,000  shares  is  subject  to the  provisions  of Rule 144
      promulgated under the 1933 Act.


                                      F-10
<PAGE>

                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            OCTOBER 31, 2003 AND 2002

NOTE G - COMMITMENTS (Continued)

      All of the  600,000  shares  to be  acquired  from the  first of these two
      entities  were  exchanged  (along  with  all  other  shareholders)  for an
      aggregate of 653,523.30 shares of another public entity.  The shareholders
      of this other public  entity will vote on or about January 30 or 31, 2004,
      to  approve  a 20-1  reverse  split  and to  change  the  corporate  name.
      Thereafter, the total of all of the shares to be owned by the Company will
      be  registered  for sale under the 1933 Act,  not just the 180,000  shares
      previously registered. The Company will pay for its 653,523.30 shares with
      shares of its own  Common  Stock  based  upon a formula  that  values  the
      Company's  Common Stock in an amount  equal to the  proceeds of sale.  The
      600,000 shares acquired by the Company from the second entity have not yet
      been  delivered.  The  proceeds to be derived  from the sale of any of the
      foregoing  shares  will be added to the  working  capital  account  of the
      Company  and are  not  presently  earmarked  for  any  specific  corporate
      purpose.

      The Company has executed a written  agreement whereby Biofarm will provide
      consulting  services to, and receive as  compensation,  800,000  shares of
      common  stock  of  a  private  entity  engaged  in  the   hospitality  and
      entertainment  industry. The shares to be obtained by the Company will not
      be registered  for sale under the 1933 Act. The private entity is expected
      to file Form SB-2 under the 1933 Act  coincident  with its  receipt of its
      audited  financial  statements.  No income  from this  agreement  has been
      recorded by the Company through October 31, 2003.

NOTE H - NOTE RECEIVABLE

      The company had a non-interest  bearing  promissory  note in the amount of
      $4,000 at October 31, 2002 due from an unaffiliated individual.  This note
      had no stated due date. This note was fully repaid at October 31, 2003.


NOTE I - 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.

      On February 20, 2003 the Company  issued an additional  160,500  shares of
      its  authorized,  unissued  common stock in exchange for the collection of
      $80,275 of which $60,400  related to the  subscription  receivable On June
      23,  2003  the  Company  issued  an  additional   106,850  shares  of  its
      authorized,  unissued  Common  Stock in  exchange  for the  collection  of
      $53,400 in  subscriptions  receivable.  The par value of the shares issued
      related to  subscriptions  receivable was removed from additional  paid-in
      capital  and  credited to common  stock.  As of October 31, 2003 and 2002,
      $33,000 and $5,600,  respectively,  had been  collected  on  subscriptions
      receivable for which no common stock has been issued through those dates.


                                      F-11
<PAGE>

                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            OCTOBER 31, 2003 AND 2002


NOTE J - 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 a foreign
      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.  In  December  2003,  each party  filed a motion for
      summary  judgment.  Subsequently,  the plaintiff  asked the court for oral
      argument on the summary judgment motions and for a settlement  conference.
      The  principal  issues  before  the court  include  the  authority  of the
      signatories to the alleged indemnity in issue,  whether the indemnitee was
      a subsidiary of the Company, inability of plaintiff to produce an original
      of the principal  surety bond at issue,  and whether the Company is liable
      for losses incurred by plaintiff  subsequent to the rescission dated as of
      October 31, 1999. No amounts have been accrued related to this litigation,
      as management has not determined  that it is probable that a liability has
      been incurred.

NOTE K - SUBSEQUENT EVENTS

      In October 2003 the Company  entered into an exchange  agreement with VIVA
      money transfer LLC (VIVA) for the  acquisition of VIVA by the Company.  In
      January 2004, the Company and VIVA rescinded the agreement.

      On November 5, 2003,  the Company issued an aggregate of 306,000 Shares to
      unaffiliated  persons in  exchange  for the (i) payment by certain of such
      persons of the sum of $33,000  (received  by the Company in October 2003 -
      see  Note I) and  (ii)  execution  by the  remainder  of such  persons  of
      consulting  agreements with the Company.  There were no fees, discounts or
      commissions payable by the Company in these transactions.

NOTE L - RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

      On January 29, 2004,  the Company  filed its Annual Report on Form 10-KSB.
      Subsequent to its filing,  the Company  determined  that  interest  income
      related to subscriptions receivable, originally reported in the statements
      of  operations,  should have been reported in the statements of changes in
      stockholders' equity. The effects of such restatement are as follows:


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                      At and for the year ended      At and for the year ended
                          October 31, 2003               October 31, 2002              At November 1, 2001
----------------------------------------------------------------------------------------------------------------
                          As                             As                            As
                       previsouly        As           previsouly         As          previously          As
                       reported        restated       reported        restated       reported        restated
----------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>             <C>            <C>            <C>             <C>
Additional
paid-in capital       $ 17,083,688   $ 17,158,771    $ 17,083,956   $ 17,148,597   $ 17,084,257    $ 17,133,353
----------------------------------------------------------------------------------------------------------------


                                      F-12
<PAGE>

----------------------------------------------------------------------------------------------------------------
Accumulated
deficit               $(16,919,485)  $(16,994,568)   $(16,797,005)  $(16,861,646)  $(16,599,156)   $(16,648,252)
----------------------------------------------------------------------------------------------------------------
Interest income       $     10,442   $          -    $     15,545   $          -
----------------------------------------------------------------------------------------------------------------
Net loss              $   (122,480)  $   (132,922)   $   (197,849)  $   (213,394)
----------------------------------------------------------------------------------------------------------------
</TABLE>




                                      F-13