EFFECTIVE AUGUST 23RD, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2004 BIOFARM, INC. (Exact name of registrant as specified in its charter) - ------------------------------------------------------------------------------------------------------- Nevada 000-20317 88-0270266 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1255 Battery Street, Suite 200,San Francisco, CA 94111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 415-288-3333 1244 Main Street, Linfield, Pennsylvania - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement. See Section 2.01 below. Section 2 - Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets. On December 21, 2004, BioFarm, Inc. (the "Company") completed its acquisition of certain assets of I/O Digital Networks. The acquisition was made pursuant to a summary of terms that had been orally agreed upon by the parties. Attached as Exhibit 99.1 is a press release from Friendlyway announcing the closing of the transaction. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired: To be filed by amendment within 71 calendar days of the date of this filing. (b) Pro-Forma Financial Statements: To be filed by amendment within 71 calendar days of the date of this filing. (c) Exhibits 99.1 Press Release dated December 21, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BioFarm,Inc (Registrant) Date: December 27, 2004 By: /s/ Henry Lo ----------------------------- Henry Lo, Chief Financial Officer