SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 28, 2005
Biofarm, Inc
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
0-20317 88-0270266
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COMMISSION FILE NUMBER (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
1255 Battery Street, San Francisco, California 94111
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (415) 288-3333
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5.01. Changes in Control of Registrant
Pursuant to an agreement entitled "Settlement Agreement and Limited Release"
dated effective February 28, 2005 (the "Agreement"), Alexander von Welczeck, a
principal stockholder and the President and Chief Executive Officer of
registrant, agreed to transfer to friendlyway AG, a German corporation ("FWAG"),
another principal stockholder of registrant, 1,529,824 shares of registrant's
common stock (the "Initial Transfer"). In addition, under the Agreement, Mr. von
Welczeck also agreed to transfer to FWAG 20 percent of the additional shares of
common stock of the registrant (the "Additional Shares") that Mr. von Welczeck
is entitled to receive under provisions of a Share Exchange Agreement dated
August 13, 2004 (the "Share Exchange Agreement") between registrant and the
stockholders of friendlyway, Inc., a Delaware corporation ("FWI"), pursuant to
which registrant issued shares of its common stock to the former stockholders of
FWI in exchange for all of the outstanding capital stock of FWI, resulting in
FWI becoming a wholly owned subsidiary of registrant.
No cash consideration was paid by FWAG to Mr. von Welczeck for the Initial
Transfer or for his agreement to transfer the Additional Shares. The
consideration for Mr. von Welczeck's Initial Transfer and his agreement to
transfer the Additional Shares is the satisfaction and release of Mr. von
Welczeck's deferred payment obligations to FWAG arising under a Stock Purchase
Agreement dated as of August 1, 2002 between FWAG and Mr. von Welczeck, pursuant
to which Mr. von Welczeck acquired the capital stock of FWI from FWAG. Mr. von
Welczeck's deferred payment obligations to FWAG arose as a consequence of his
transfers of FWI shares to two individuals, and to registrant pursuant to the
Share Exchange Agreement.
Prior to the Initial Transfer, Mr. von Welczeck was the largest single
stockholder of registrant. As a result of the Initial Transfer, FWAG became the
largest single stockholder of the registrant. The following table provides
information concerning the number of shares of common stock of registrant
beneficially owned by Mr. von Welczeck and FWAG before and after the Initial
Transfer:
Percentage of
Number of shares of outstanding shares
registrant beneficially owned of registrant (1)
-------------------------------- -------------------------------------
Before After Initial Before Initial After Initial
Initial
Name Transfer Transfer Transfer Transfer
- ------------------------------- -------------- -------------- ------------------- --------------
Alexander von Welczeck 8,659,999 7,130,175 34.74% 28.60%
friendlyway AG 6,000,001 7,529,825 24.07% 30.21%
Klaus Trox (2) 6,000,001 7,529,825 24.07% 30.21%
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(1) Based on 24,928,130 shares of registrant outstanding on March 14, 2005 per
the records of the registrant's transfer agent. The registrant disputes
the valid issuance of 1,247,035 of registrant's shares and believes that
only 23,681,095 of the registrant's shares have validly been issued. The
registrant is currently determining whether to take legal action to cancel
1,247,035 shares.
(2) Consists of the same shares shown in the table as beneficially owned by
friendlyway AG. Mr. Trox is a director of registrant and the Chief
Executive Office of friendlyway AG.
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SIGNATURE
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, thereunto duly authorized.
Date: March __ 2005
BIOFARM, INC.
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Alexander von Welczeck
Chief Executive Office
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