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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A/1

(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.

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<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A/1

(Mark One)

[X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the quarterly period ended January 31, 2004

[_]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the transition period from __________ to __________

                         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)


                                 (610) 495-8413
                           (Issuer's telephone number)


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


      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 ___

      The number of shares outstanding of the Issuer's Common Stock, $.001 par
value, as of March 12, 2004, was 5,545,895.

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

<PAGE>


EXPLANATORY STATEMENT

The filing by Biofarm, Inc. of this amended Form 10-KSB/A1 and 10-QSB/A1, is
intended to be responsive to the comment letter, dated April 23, 2004, issued by
the Securities and Exchange Commission after examination by the latter of Forms
10-KSB/A and 10-QSB/A filed by Biofarm, Inc. on April 16, 2004. Each of such
prior filings is amended solely with respect to the matters listed hereinafter:

1)    Form 10-KSB and Form 10-KSB/A for the fiscal year ended October 31, 2003,
      are amended hereby to

      a)    revise Footnote B to the audited financial statements to delete the
            reference to interest income as a component of the Company's
            operations;

      b)    include herein a Statement of Changes in Stockholders' Equity and to
            reconcile the disparity between Footnote I and Footnote C to the
            audited financial statements with respect to the amount of
            subscriptions receivable collected during the fiscal period ended
            October 31, 2003; and,

      c)    revise Footnote G to delete reference to a terminated consulting
            agreement.


2)    Form 10-QSB and Form 10-QSB/A for the first quarter ended January 31,
      2004, are amended hereby to

      a)    revise Footnote B to the unaudited financial statements to delete
            the reference to interest income as a component of the Company's
            operations; and

      b)    add to Item 2 (Management's Discussion and Analysis or Plan of
            Operation) the Company's stated belief that its collection of its
            remaining subscriptions receivable will be sufficient to liquidate
            all current payables as well as to fund ongoing administrative costs
            for the next year. The following language is added to such Item 2:

                  "The ongoing administrative costs of the Registrant are
                  minimal. These include monthly transfer agent and secretary
                  costs and quarterly costs associated with required SEC
                  filings. These amount to less than $15,000 per quarter. The
                  $42,178 of administrative costs incurred during the quarter
                  ended January 31, 2004, are attributable (in excess of the
                  $15,000 amount) to the legal costs associated with the
                  litigation referred to in footnote J (F-12) of Form 10-KSB.
                  The Registrant believes that the remaining principal amount of
                  subscriptions receivable will be sufficient to liquidate all
                  current payables, that the excess thereof will be able to fund
                  ongoing administrative costs for approximately one year, and
                  that its existing shareholders will fund such additional
                  subscriptions receivable as are required."


                                        1

<PAGE>

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

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 most recent operations
have consisted of administrative costs required 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.


                                        2

<PAGE>

                                  BIOFARM, INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (RESTATED)
                      YEARS ENDED OCTOBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                           SHARES
                                             OF                            ADDITIONAL
                                           COMMON          COMMON           PAID-IN          ACCUMULATED      SUBSCRIPTIONS
                                            STOCK           STOCK           CAPITAL            DEFICIT         RECEIVABLE
                                          ---------     ------------      ------------      ------------      ------------
<S>                                       <C>           <C>               <C>               <C>               <C>
Balance, November 1, 2001                 4,671,930     $      4,672      $ 17,133,353      $(16,648,252)     $   (465,200)

Issuance of common stock                    301,000              301              (301)               --                --

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

Interest accrued on subscriptions
   receivable                                                                   15,545

Net loss                                         --               --                --          (213,394)
                                          ---------     ------------      ------------      ------------      ------------

Balance, October 31, 2002                 4,972,930            4,973        17,148,597       (16,861,646)         (364,900)

Issuance of common stock                    267,350              268              (268)

Payments collected on subscription
    receivable from related party                                                                                  141,200

Interest accrued on subscriptions
   receivable                                                                   10,442

Net loss                                         --               --                --          (132,922)               --
                                          ---------     ------------      ------------      ------------      ------------

Balance, October 31, 2003                 5,240,280     $      5,241      $ 17,158,771      $(16,994,568)     $   (223,700)
                                          =========     ============      ============      ============      ============
</TABLE>

<TABLE>
<CAPTION>
                                             ACCRUED
                                            INTEREST ON                            TOTAL
                                           SUBSCRIPTIONS        TREASURY        STOCKHOLDERS'
                                             RECEIVABLE          STOCK         EQUITY (DEFICIT)
                                            ------------      ------------      ------------
<S>                                         <C>               <C>               <C>
Balance, November 1, 2001                   $         --      $       (987)     $     23,586

Issuance of common stock                                                --                --

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

Interest accrued on subscriptions
   receivable                               $    (15,545)                                 --

Net loss                                                                --          (213,394)
                                            ------------      ------------      ------------

Balance, October 31, 2002                        (15,545)             (987)          (89,508)

Issuance of common stock

Payments collected on subscription
    receivable from related party                                                    141,200

Interest accrued on subscriptions
   receivable                                    (10,442)                                 --

Net loss                                                                --          (132,922)
                                            ------------      ------------      ------------

Balance, October 31, 2003                   $    (25,987)     $       (987)     $    (81,230)
                                            ============      ============      ============
</TABLE>

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

                                        3

<PAGE>

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


NOTE I - ISSUANCE OF COMMON SHARES

During the year ended October 31, 2002, the Company issued 301,000 shares of its
Common Stock, and collected $100,350 of subscriptions receivable.

During the year ended October 31, 2003, the Company issued 267,350 shares of its
Common Stock, and collected $141,200 of subscriptions receivable.


                                        4

<PAGE>

                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            JANUARY 31, 2004 AND 2003

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 were registered for sale by the Company. The
balance of 820,000 shares were subject to the provisions of Rule 144 promulgated
under the 1933 Act.

The Company is advised that trading commenced in the shares of one of these two
entities during the month of February, 2004. The 600,000 shares owned by the
Company of the entity whose shares commenced to trade publicly in February,
2004, were exchanged for an aggregate of 653,523 shares, all of which are being
registered under the 1933 Act. 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 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 these shares will be added to the
working capital account of the Company and are not presently earmarked for any
specific corporate purpose.

During the year ended October 31, 2003, the Company executed a written agreement
to acquire, in exchange for consulting services, 800,000 shares of common stock
of a private entity engaged in the hospitality and entertainment industry. No
income related to this transaction was recognized by the Company for any period.
This agreement was cancelled on April 12, 2004.


                                        5

<PAGE>

                                  BIOFARM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
                            JANUARY 31, 2004 AND 2003


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Loss per common  share

The Company reports basic and diluted earnings per share in accordance with SFAS
No. 128, "Earnings Per Share" ("EPS"). There is no difference in basic and
diluted EPS for the three months ended January 31, 2004 and 2003 since there are
no potentially dilutive securities outstanding for either period presented.


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 January 31, 2004, the Company has total assets
of $559 and total liabilities of $96,867. The Company's recent operations have
consisted of administrative costs 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. Through March
1, 2004, the Company has collected $568,100 of an original aggregate of $750,000
in subscriptions receivable. The Company considers the remaining subscription
receivable balance of $181,900 at March 1, 2004 to be fully collectible.
Collection of the remaining subscriptions receivable of $181,900 would place the
Company in a debt free position, with the potential earnings from any
consummated transaction then available to fund future operations and other
activities.

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.

Although the Company's efforts to identify potential investment and acquisition
opportunities have not resulted in any consummated transactions to date, the
Company continues to seek 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.

                                        6

<PAGE>


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this Amendment to its previously amended Forms 10-KSB and 10-QSB 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 28, 2004                    /s/ Allan Esrine
                                          ---------------------------
                                          Allan Esrine
                                          Vice President and Director


                                        7