U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended September 30, 2001
----------------------------------------------------------------------------
[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
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                         Commission File Number: 0-26073
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                         MODERNGROOVE ENTERTAINMENT, INC.
----------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                     86-0881193
  -------------------------------                  --------------------
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)

                             1801 E. Tropicana, Suite 9
                                Las Vegas, NV  89119
                      ----------------------------------------
                      (Address of principal executive offices)

                                    (604) 742-2000
                             ---------------------------
                             (Issuer's telephone number)
----------------------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
(or 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 [ ]

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.

                                                          Yes [ ]  No [ ]

                                        1

<PAGE>


Common Stock, $0.001 par value per share, 200,000,000 shares authorized,
30,650,700 issued and outstanding as of September 30, 2001.  Preferred
Stock, $0.001 par value per share, 5,000,000 shares authorized, no
Preferred Stock issued nor outstanding as of September 30, 2001.

Traditional Small Business Disclosure Format (check one)  Yes [ ]  No [X]

                                 Copies to:
                             Thomas C. Cook, Esq.
                       Thomas C. Cook & Associates, Ltd.
                         4955 South Durango, Suite 214
                            Las Vegas, Nevada 89113
                             Phone:  (702) 952-8520
                             Fax:    (702) 952-8521


                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          Consolidated Balance Sheet (unaudited)...............   5
          Consolidated Statements of Operations(unaudited).....   6
          Consolidated Statements of Cash Flows (unaudited)....   7
          Notes to Consolidated Financial Statements...........  8-11

Item 2.  Management's Plan
         of Operation..........................................  12

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................  20

Item 2.   Changes in Securities and Use of Proceeds............  20

Item 3.   Defaults upon Senior Securities......................  20

Item 4.   Submission of Matters to a Vote
          of Security Holders..................................  20

Item 5.   Other Information....................................  20

Item 6.   Exhibits and Reports on Form 8-K.....................  21

Signatures.....................................................  23


                                     3

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

The unaudited financial statements of registrant for the nine months ended
September 30, 2001, follow.  The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of
the results for the interim period presented.

                                      4


<PAGE>


                      Moderngroove Entertainment, Inc.
                   [formerly Barrington Laboratories, Inc.]
                        (a Development Stage Company)
                         Consolidated Balance Sheet
                         (Expressed in US Dollars)

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEET

                                                                (unaudited)
                                                              September 30,
                                                                       2001
                                                                -----------
Assets
<S>                                                             <C>
Current assets:
   Cash and equivalents                                         $       66
   Receivables                                                       3,992
   Prepaid consulting fees                                         291,499
   Prepaid expenses                                                116,104
                                                               -----------
     Total current assets                                          411,661

Property and equipment, net                                        233,640
Software development costs, net                                    701,974
                                                               -----------
                                                               $ 1,347,275
                                                             =============
Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
   Bank overdraft                                              $     4,555
   Line of credit                                                  306,561
   Loan payable-related party                                      327,460
   Accounts payable                                                307,047
   Accrued liabilities                                             454,488
                                                               -----------
     Total current liabilities                                   1,400,111
                                                               -----------
Commitments                                                              -
                                                               -----------

Stockholders' Equity:
  Common stock, $0.001 par value,
   200,000,000 shares authorized,
    30,650,700 shares issued and outstanding                       30,651

  Additional paid-in capital                                    3,033,042
  Stock subscriptions receivable                                 (120,000)
  Deficit accumulated during development stage                 (2,999,958)
     Accumulated other comprehensive income
    foreign exchange translation losses                             3,429
                                                               -----------
                                                                  (52,836)
                                                               -----------
                                                               $ 1,347,275
                                                               ===========

</TABLE>

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

                                      5
<PAGE>


                     Moderngroove Entertainment, Inc.
               [formerly Barrington Laboratories, Inc.]
                      (a Development Stage Company)
                 Consolidated Statements of Operations
           for the nine months ending September 30, 2001 and 2000
 and for the period September 20, 1999 (Inception) to September 30, 2001
                        (Expressed in US Dollars)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS


                                                               (unaudited)
                                             (unaudited)      September 20
                                           Nine Months Ending         1999
                                             September 30,     (Inception)
                                       --------------------    to Sept 30,
                                           2001       2000            2001
                                        ---------  ---------  ------------
                                                              (cumulative)
<S>                                    <C>          <C>         <C>
Revenue                                $        -   $       -   $         -
                                       ----------   ---------    ----------
Costs of services and
operating expenses:
  Advertising and promotion               208,149       1,966       243,494
  Contractor fees                         291,501       6,198       342,509
  Depreciation and amortization           128,119           -       307,049
  Research and development                 40,533           -       376,136
  General and administrative              564,564      83,276     1,721,216
                                        ----------   ---------   ----------
                                        1,232,866      91,440     2,990,404
                                        ----------   ---------   ----------

Other income (expenses):
  Interest expense                         (9,554)         -         (9,554)
                                           --------   --------   -----------
                                           (9,554)         -         (9,554)
                                          --------  --------     -----------
Net (loss)                             $(1,242,420) $ (91,440)  $(2,999,958)
                                       ===========  ==========  ============
Weighted average number of
common shares outstanding               30,471,418  20,441,667
                                        ==========  ==========

Net (loss) per share -
  basic and diluted                     $   (0.02)   $  (0.00)
                                        ==========   =========

</TABLE>

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

                                    6

<PAGE>


                    Moderngroove Entertainment, Inc.
                [formerly Barrington Laboratories, Inc.]
                      (a Development Stage Company)
                  Consolidated Statement of Cash Flows
          for the nine months ending September 30, 2001 and 2000
 and for the period September 20, 1999 (Inception) to September 30, 2001
                         (Expressed in US Dollars)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF CASH FLOWS



                                                                  (unaudited)
                                                  (unaudited)   September 20,
                                             Six Months Ending           1999
                                              September 30,    (Inception) to
                                         ---------------------  September 30,
                                              2001       2000            2001
                                           ---------  ---------  ------------
                                                                 (cumulative)
<S>                                     <C>          <C>         <C>
Cash flows from operating activities
Net (loss)                              $(1,242,420) $ (91,440)  $(2,999,958)
Depreciation and amortization expense       128,119          -       307,049
Shares issued for consulting services       583,000          -       583,000
Adjustments to reconcile net(loss) to
 net cash (used) by operating activities:
  (Increase) decrease in receivables          5,117      4,302        (3,992)
  (Increase) decrease in prepaid expenses  (107,481)    22,748      (116,104)
  Increase (decrease) in accounts payable    78,930    (45,410)      307,047
  Increase (decrease) in
    other accrued liabilities               435,292     (2,920)      454,488
                                          ---------  ---------    -----------
Net cash (used) by operating activities    (119,443)  (112,720)   (1,468,470)
                                          ---------  ---------    -----------
Cash flows from investing activities
  Cash acquired upon reverse acquisition     18,923          -        18,923
  Purchase of fixed assets                  (12,436)         -      (599,996)
  Software development costs               (463,247)         -      (701,974)
                                          ---------  ---------    -----------
Net cash used by investing activities      (456,760)         -    (1,283,047)
                                          ---------  ---------    -----------
Cash flows from financing activities
  Issuance of common stock                        -    250,000       250,000
  Contributions by stockholder                    -     38,876     1,864,195
  Bank overdraft                              4,555     19,271         4,555
  Line of credit                            228,843   (179,062)      306,561
  Loan payable-related party                243,997          -       327,460
                                          ---------  ---------    -----------
Net cash provided by financing activities   477,395    129,085     2,752,771
                                          ---------  ---------    -----------
Net (decrease) increase in cash            (98,808)     16,365         1,254
Foreign exchange effect on cash             (1,281)          -        (1,188)
Cash - beginning                           100,155       4,888             -
                                          ---------  ---------    -----------
Cash - ending                             $     66    $ 21,253     $      66
                                          ==========  ==========   ==========
Supplemental disclosures:
   Interest paid                          $      -    $       -    $       -
                                          =========   ==========   ==========
   Income taxes paid                      $      -    $       -    $       -
                                          =========   ==========   ==========
   Non-cash transactions:
      Shares issued for prepaid consulting
       services less $291,501 charged
       to expense during the period        $ 291,499   $       -
                                           =========   ==========
       Issuance of common stock in return
       for subscriptions receivable        $       -   $ 120,000
                                           =========   ==========

</TABLE>


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

                                     7

<PAGE>

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                                            Moderngroove Entertainment, Inc.
                                    [formerly Barrington Laboratories, Inc.]
                                               (A development stage company)
                                  Notes to Consolidated Financial Statements
                                                   (Expressed in US Dollars)
September 30, 2001
----------------------------------------------------------------------------

Basis of Presentation and Ability to Continue as a Going Concern

The consolidated interim financial statements included herein, presented
in accordance with United States generally accepted accounting principles
and stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein.  It is suggested that
these consolidated interim financial statements be read in conjunction
with the financial statements of the Company and Modern Groove
Entertainment International, Inc. for the year ended December 31, 2000
and notes thereto included in the Company's 10-KSB annual report and the
8-K current report filed in connection with the acquisition of Modern
Groove Entertainment International, Inc.  The Company follows the same
accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual
results.

These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business.  As at
September 30, 2001, the Company has not recognized revenue to date and has
accumulated operating losses of approximately $2.8 million since
inception.  The Company's ability to continue as a going concern is
contingent upon the successful completion of additional financing
arrangements, the development of its interactive entertainment products,
and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and
capital requirements of the Company.  It is management's intention to
raise new equity financing of approximately $3,000,000 within the
upcoming year.  Amounts raised will be used to further development of
the Company's products, to provide financing for marketing and promotion,
to secure additional property and equipment, and for other working
capital purposes.  While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such activity
will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  These financial statements do not include
any adjustments that might arise from this uncertainty.

                                      8
<PAGE>

----------------------------------------------------------------------------
                                            Moderngroove Entertainment, Inc.
                                    [formerly Barrington Laboratories, Inc.]
                                               (A development stage company)
                                  Notes to Consolidated Financial Statements
                                                   (Expressed in US Dollars)
September 30, 2001
----------------------------------------------------------------------------
1.  Loans Payable and Line of Credit

a) On January 6, 2001, the operating loan outstanding at December 31, 2000
in the amount of $83,463 was repaid in full.

b)  Subsequently, a $314,475 operating line of credit was secured with
Canadian Imperial Bank of Commerce.  The credit facility is renewable in
one-year increments at prime plus 3.0% with interest only payments of
$6,000 per month for the first year.  The line of credit is collateralized
by all present and future assets of the Company and various guarantees
provided by stockholders of the Company.

c) Also in 2001, the Company received non-interest bearing advances of
$327,460 from a stockholder.  The notes payable are unsecured without
specific repayment terms.

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

2.  Property and Equipment
                                                          September 30,
                                                 ----------------------
                                                            Accumulated
                                                   Cost    Depreciation
                                                 ----------------------
Computer equipment                                $ 336,126   $ 155,632
Leasehold improvements                               75,901      59,547
Computer software                                    73,592      65,744
Office equipment                                     33,303      20,159
Audio and sound equipment                            26,697      10,877
Website development costs                            48,446      48,446
                                                 ----------------------
                                                    594,065     360,425
                                                 ----------------------
Net book value                                               $  233,640
                                                 ======================
------------------------------------------------------------------------

3.  Software Development Costs

Software development costs capitalized during the period ended September
30, 2001 include the following:

                                                  September 30, 2001
                                                  ------------------
Salaries and employee benefits                          $    295,212
Consulting fees                                                    -
                                                  ------------------
                                                        $    295,212
                                                  ==================


                                     9
<PAGE>

----------------------------------------------------------------------------
                                            Moderngroove Entertainment, Inc.
                                    [formerly Barrington Laboratories, Inc.]
                                               (A development stage company)
                                  Notes to Consolidated Financial Statements
                                                   (Expressed in US Dollars)
September 30, 2001
----------------------------------------------------------------------------

4.  Stockholders' Equity

The Company is authorized to issue 5,000,000 shares of $0.001 par value
preferred stock and 200,000,000 shares of $0.001 par value common stock
pursuant to the laws of the State of Nevada.

On January 2, 2001, the Company issued 26 million shares of its $0.001 par
value common stock pursuant to a "reverse-merger" agreement with Modern
Groove Entertainment International, Inc. (Note 6).

On March 1, 2001, the Company issued 550,000 shares of its $0.001 par value
common stock for consulting services valued at $583,000, based on the
trading price of the Company's common stock on that date.  The consulting
services are being amortized on a straight-line basis over the six-month
term of the contract.  During the three-month period ended September 30,
2001, $291,501 was charged to expense as contractor fees, leaving $291,499
recorded as prepaid expense at September 30, 2001.
----------------------------------------------------------------------------

5.  Research and Development

The Company expensed the following software research and development
costs during the period:
                                                             Period from
                                                      September 20, 1999
                                      Nine months    (date of inception)
                                  ended September 30     to September 30
                                          2001                      2001
                                  --------------------------------------
Salaries and employee benefits          $  40,533           $  272,019
Consulting fees                                 -              104,117
                                    ----------------------------------
                                        $  40,533           $  376,136
                                        ------------------------------

------------------------------------------------------------------------
6.  Reverse Acquisition with Modern Groove Entertainment International,
Inc (MGEI).

On December 18, 2000, the Company entered into an agreement with MGEI
whereby the Company acquired all of the issued and outstanding common
stock of MGEI in exchange for 26 million voting shares of the Company's
$0.001 par value common stock.  The acquisition closed and the shares
were exchanged on January 2, 2001.  The acquisition was accounted for
using the purchase method of accounting as applicable to reverse
acquisitions because the former stockholders of the MGEI controlled the
Company's common stock immediately upon conclusion of the transaction.
Under reverse acquisition accounting, the post-acquisition entity was
accounted for as a recapitalization of MGEI.  The common stock issued was
recorded at $18,564, being the fair value of the Company's assets on the
acquisition date.


                                      10
<PAGE>


----------------------------------------------------------------------------
                                            Moderngroove Entertainment, Inc.
                                    [formerly Barrington Laboratories, Inc.]
                                               (A development stage company)
                                  Notes to Consolidated Financial Statements
                                                   (Expressed in US Dollars)
September 30, 2001
----------------------------------------------------------------------------

6.  Reverse Acquisition with Modern Groove Entertainment International,
    Inc (MGEI) - Continued.

Unaudited Pro-forma revenue, net loss and loss per share assuming the
transaction had been completed on September 20, 1999 (date of inception
of MGEI) is as follows:

                                                       Nine months ended
                                                            September 30
                                                       2001         2000
                                               -------------------------
                  Revenue                      $        -    $         -
                  Net loss for the period      $ (573,633)   $(1,955,396)
                  Loss per share               $    (0.02)   $     (0.00)

The continuing company has retained December 31 as its fiscal year end.
Concurrent with the acquisition, the Company has changed its legal name
to Moderngroove Entertainment, Inc.

---------------------------------------------------------------------------
7.  Equity Line and Warrant Agreement

On March 28, 2001, the Company entered into an investment agreement with
Swartz Private Equity, LLC ("Swartz"). The investment agreement entitles
the Company to issue and sell up to $20 million of its $0.001 par value
common stock to Swartz, subject to a formula based on stock price and
trading volume, from time to time over a three year period beginning on
the date that a registration statement qualifying the underlying common
stock is declared effective. An election by the Company to sell stock to
Swartz is referred to as a put right.  As of September 30, 2001, Swartz
does not have a short position in the Company.

On March 28, 2001, the Company also delivered to Swartz, pursuant to a
Warrant Agreement, warrants to purchase 1,600,000 shares of its $0.001
par value common stock expiring in nine years.  The warrants will have
semi-annual reset provisions. The warrants are exercisable in monthly
allotments of 150,000 commencing on the date of issue, and have a term
beginning on the date of issuance and ending nine years thereafter.  The
warrants are considered to be anti-dilutive on September 30, 2001.


---------------------------------------------------------------------------
8.  Subsequent Events

On July 24, 2001, the Company issued 90,000 shares of its $0.001 par value
common stock to J.F. Senior in lieu of rent totaling $34,750.  The issuance
is in accordance with an agreement dated April 17, 2001.


                                      11
<PAGE>

Item 2.  MANAGEMENT'S PLAN OF OPERATIONS

OUR BUSINESS

Moderngroove is a Nevada corporation with business offices in Vancouver,
British Columbia.  It carries on business through the British Columbia
subsidiary of its wholly-owned subsidiary, Modern Groove Entertainment
Inc., a Nevada corporation which maintains its offices in Vancouver, BC.
We were formed in Nevada on August 6, 1998 under the name Barrington
Laboratories, Inc.  We were inactive until we acquired all the issued and
outstanding shares of Modern Groove Entertainment International, Inc.
("International") on January 2, 2001.  In connection with the acquisition,
we changed our corporate name to Moderngroove Entertainment Inc. Moderngroove
carries on operations through its British Columbia subsidiary, Modern Groove
Entertainment Inc., developing videogames for next-generation videogame
consoles, such as the Sony PlayStation 2.  The acquisition was completed by
share exchange reorganization whereby we acquired all the issued and
outstanding shares of International in exchange for the issuance of 26
million shares of our common stock.  The stockholders of International
controlled approximately 86% of Moderngroove immediately after the share
exchange and accordingly, the acquisition has been treated like a reverse
acquisition.  Financial information contained in this quarterly report is
presented as a continuation of International.

Moderngroove is a licensed videogame developer for the Sony PlayStation 2
computer entertainment system.  We have not yet earned any revenue and are
developing our product for release in July 2001.  Our development teams are
set up to build videogame software from original concepts through to
completion, including the creation and programming of all art, audio and
visual effects.  Once a videogame is developed by our team, we will work with
a videogame publisher, who earns a portion of the royalties for manufacturing
the videogame disks and packaging, as well as sales, marketing and
distribution of the videogame. We expect that our future videogame titles
will ship with an internally developed web browser, that will enable
consumers to surf moderngroove's website via their PlayStation 2.  Once at
our website, consumers will be able to enhance their game-play experience
by interacting with people around the world who also own the videogame and
subscribe to receive value-added content on demand.  As the number of
videogame titles that includes this web browser grows, the content available
on our website will become more diverse, much like a television station with
multiple program topics.  Ultimately we envision this website that is
accessed via the PlayStation 2 and viewed on your television screen to
become much like a television network.  The key difference will be that our
interactive music and television network will offer content on
demand.

Moderngroove's primary business is videogame development, however, over
time it is expected that videogames will serve as only a key to an entire
network of consumer entertainment on-demand.

                                  12

<PAGE>


The Company is a development stage company and consequently our focus over
the past two years has been on the development of our software technology
and the institution of a corporate structure that allows us the ability to
obtain financing to continue development until revenue commences.  To date
the Company has not recognized any revenue.  We expect revenues to commence
in August, 2001 from sales of our videogame title, "moderngroove:
Ministry of Sound Edition". We anticipate that the expected commencement
and growth in revenues may enable us to attract additional financing to
allow us to add the needed resources in order to further development of our
ideas.  Despite our expectations there can be no assurances that revenue
will commence or expected growth will be achieved.  Should we be unable to
achieve revenues, our business and future success will be adversely
affected.  International's independent auditors included in their report on
International's consolidated financial statements for the year ended
December 31, 2000 an explanatory paragraph regarding International's
ability to continue as a going concern.

The factors cited for raising substantial doubt as to International's
ability to continue as a going concern are the fact that no revenues have
yet to be earned and recurring losses since inception of International in
September, 1999.  Management's plans include (1) the necessity for additional
financing arrangements, (2) the development of its interactive entertainment
products, and (3) the ability to generate revenue and achieve and maintain
profitable operations.

The company has already begun the execution of the following plan to achieve
profitability and allay doubts as to its ability to continue as a going
concern. This includes: (1) an equity line agreement for long-term financing
through securities offerings, (2) completion of the interactive entertainment
product for the Sony PlayStation 2 and testing of the developed components
of the network architecture, and (3) a signed publishing and distribution
agreement for the interactive entertainment product throughout the UK and
Europe.

The reverse acquisition of the Company by International provides
the company with the access to public markets through the Company's
quotation on the NASD OTC:BB.  Further, the company has established an
equity line agreement with Swartz Private Equity of up to $20,000,000 with
common shares and shares underlying warrants to be registered.  This
investment agreement is subject to a formula based on our stock price and
trading volume.  Management believes that proceeds from any offerings using
this line, together with our anticipated cash flow from sales of the
company's products, will be sufficient to support currently anticipated
working capital requirements.

Additionally, the company has completed development for release in July,
2001 of their videogame title "Moderngroove: Ministry of Sound
Edition" for the PlayStation 2 computer entertainment system.  Additional
titles for the PlayStation 2 and other next generation entertainment
consoles are currently in development.  The company has also signed an


                                   13

<PAGE>


agreement with Ubi Soft Entertainment SA to manufacture, publish, market
and distribute "Moderngroove: Ministry of Sound Edition" throughout the
UK and Europe.  The company has already received recoupable and non-
refundable advances on royalties on a 100,000 unit guarantee.  The
advances are paid on the following schedule; 25% upon execution of the
agreement; 25% upon completion of the Gold Master for the product; 25%
upon commercial release of the product; and 25% 30-days after commercial
release of the product. These advances are guaranteed and could only be
prevented if Moderngroove failed to complete a Sony-approved Gold Master
of the product.  We expect to complete this product for release in July
2001.

To date, we have not generated any revenue and we have incurred substantial
operating losses since inception.  The net loss for the nine months
ended September 30, 2001 was $(1,242,420) compared to a net loss of $(91,440)
 for same period last year.  This significant difference is due to the fact
that the company's overall product development and operational efforts were
in the concept and planning stages last year (September 30, 2000) compared
to this year (September 30 2001).  The majority of the Company's financing
to date was received subsequent to September 30, 2000.  Product development
is now in the implementation stages, which requires full development teams
and significantly more administrative resources.  The costs of which are
reflected in the increase in general and administrative expenses for nine
months ended September 30, 2001 of $564,564 from general and administrative
expenses of $83,276 for the same period last year.

Financing for operations of International prior to the acquisition was
provided via notes payable from International's 40% stockholder, which were
forgiven upon the share exchange with the Company.  In the second quarter of
2001, the Company obtained an operating loan from the Canadian Imperial
Bank of Commerce ("CIBC") with a credit limit of $330,000 that bears
interest at the bank's prime rate plus 3% per year.  The total amount of
the operating line is currently outstanding.  The loan is secured by a
general security agreement covering all assets, shares and various personal
guarantees.  The loan agreement with CIBC required us to reduce the loan
balance to $195,000 by September 30, 2001.  Due to current cash constraints,
we were unable to repay the loan amount on that date and have since received
an extension from the CIBC on further repayments.  The Company has also
received $335,000 from San Nicholas Inc, a BVI Company.

CASH REQUIREMENTS

The Company needs funding in order to carry on operations.  Currently, with
little cash resources available, we are heavily dependent upon the
continuing co-operation of creditors and remaining employees in deferring
their payment requests.  Without direct injections of cash from our
directors and stockholders, we currently have no means of settling expenses


                                   14

<PAGE>

or payables in cash.  Accordingly, we have reduced operations to minimum
levels until we can arrange external financing.  We may consider issuing
equity securities as settlement of certain outstanding debts.  The Company
has finalized an equity line with Swartz Private Equity, LLC to provide
funding through the sale of the Company's common stock. The Company has the
right at its sole discretion to put common stock to Swartz, subject to
certain limitations and conditions based upon trading volume of the
Company's common stock.  However, due to the current limited trading volume
of the Company's common stock, the Company would not be able to raise
significant funding from this arrangement.  At these current levels, the
Company would be unable to raise sufficient capital to fund operations;
therefore, the Company is attempting to increase interest in our Company
which would help increase daily trading volumes.

We estimate our minimum cash requirements on an operating basis over the
next twelve months to be $1,600,000.  In the event that the Swartz equity
line does not provide us to raise sufficient capital to cover our minimum
operating cash requirements or we are unsuccessful in raising additional
financing, we anticipate that we could not sustain our business operations
without further short-term financing from our significant shareholders and
directors.  Deficiencies in cash will be covered by additional loans and
advances by directors and or shareholders until such time that we can
attract new equity investors. Should we be unable to attract equity
investors, cutbacks would be necessary which would slow down and/or reduce
the number of products in development, until such funds were otherwise
available externally.  Alternatively, we could consider development
contracts that would see us take advances from a publisher on a monthly
or quarterly basis.  Although this option could provide cash inflows to
sustain development operations and development teams it would be less
beneficial to us.

The Company plans to research and develop their proprietary network
architecture.  The Company hopes to sign licensing agreements for content
(e.g. music, filmed content, etc.) to include in packaged product, as well
as for distribution via this network.  The Company also plans to license
the network architecture for third party use, upon completion of
development.


                                   15
<PAGE>


We believe, based on currently proposed plans and assumptions relating to
our operations, that our existing cash and short-term financing available
from directors is sufficient to complete a Registration Statement at
which time the Swartz equity line will be available to us.  We anticipate
that commencement of revenue in August 2001 and the implementation of an
effective investor relations program will enable us to raise the necessary
funding required to finance our operations and working capital for at
least twelve months.

In the event that our plans or assumptions change or prove inaccurate (due
To delays in product development, the inability to sign any significant
sales agreements or generate revenues, unfavorable economic conditions, or
other unforeseen circumstances), there can be no assurance that such
additional financing would be available to us, or if available, that the
terms of such additional financing will be acceptable to us.

We expect that further development and marketing of our products combined
with the planned introduction of new products or updated versions of our
existing products will lead to increased revenues in fiscal years 2002 and
2003. Although we expect to recognize revenues in 2001, we do not
anticipate this to materialize until the third and fourth quarter of
fiscal 2001.  Consequently, we will require a minimum of approximately $1.6
million over the period ending September 30, 2002 in order to accomplish our
goals.  The cash requirements of $1.6 million are based on our estimates
for operational costs for the twelve months ending September 30, 2002.  We
estimate that approximately $1,000,000 is required for product development
(including developer and programmer salaries), $120,000 will be required
to support an investor relations program.  The balance of $480,000 will be
required to support general corporate expenses, including expenses in
connection with the engaging of both senior and intermediate management
personnel and other general operating expenses including capital
expenditures.  We intend to obtain the cash necessary through the sale
of our equity securities (as discussed above).

RESEARCH AND DEVELOPMENT

The computer software industry is characterized by rapid technological
change and is highly competitive in regard to timely product innovation.
Accordingly, we believe that our future success depends on our ability
to enhance our current software programs to meet a wide range of customer
needs and to develop new software programs rapidly to attract new
customers and provide additional solutions to existing customers.

To September 30, 2001, International expended $1,312,494 (including $731,421
capitalized as software development costs) on the development of its
technology.  Should financing allow, we will expend a significant amount
of time in the next 12 months on research and development activities.
These activities will focus on the development of additional videogame
titles, in addition to our proprietary web browser and network
architecture.


                                      16

<PAGE>


MARKETING PLAN

The market for Moderngroove's title is comprised of consumers who
own a next-generation videogame console.  The target segment Moderngroove
will serve within this market are referred to as Generation Y and young
Generation X types, further defined by the following demographics: 18-34
year olds; moderate to high level of disposable income, regardless of
income; reside in Europe, North America or Japan; slight skew towards
males; live in close proximity to a major metropolitan area (>500K);
early-adopters of technology; ethnically diverse; live with parents or in
childless households; socially active; listen to modern music; wear urban
clothing and are influenced by urban lifestyle, music and videogame media.

The market for Moderngroove's products will expand as new and diverse
titles are launched across multiple platforms.  As next-generation
videogame consoles move beyond the early adopters to the mainstream
consumer, Moderngroove's market will continue to grow.  This expanded
growth will also move Moderngroove's products beyond North America, Europe
and Japan, and into other parts of Asia and the world.

Moderngroove's products and services will benefit from a channel marketing
strategy that compliments internal marketing with publisher and licensor
marketing efforts.  All costs and efforts associated with marketing titles
produced by Moderngroove will be the responsibility of the publisher,
including public relations, communications and advertising.  Through
promotion of each titles' Web browser feature that enables consumers to
access value-added content online, publishers will indirectly market the
network product.  Proprietary Web browsers with Moderngroove's titles will
also act as seeds to the network product, in so much as they will include
the interface required to access the network.  High penetration of physical
product in the market will increase awareness and consumption of the
network product.  The complimentary physical products and media properties
of licensors will also be leveraged to promote network product.


                                      17
<PAGE>


PURCHASE OF EQUIPMENT

The Company develops videogame titles for next generation entertainment
consoles, and plans to include additional consoles that will be introduced
to the market later this year, in their development plans. As a result,
the Company plans to purchase development hardware for the development of
videogame software for these new consoles, namely the Microsoft Xbox and
Nintendo GAMECUBE.  Development hardware costs will range from $60,000 to
$180,000 based on the number of videogame titles the Company budgets it's
resources for.

As the Company completes development of the network architecture, a
significant number of servers will need to be purchased and deployed as
part of the testing and prototype development for network products.

NEW ACCOUNTING PRONOUNCEMENT

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" was issued.  SFAS No. 133 required companies to
recognize all derivatives contracts as either assets or liabilities on
the balance sheet and to measure them at fair value.  If certain conditions
are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on
the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged
risk or (ii) the earnings effect of the hedged forecasted transaction.
For a derivative not designated as a hedging instrument, the gain or loss
is recognized in income in the period of change.  SFAS No. 133 is effective
for all fiscal quarters of fiscal years beginning after June 15, 2000.

Historically, we have not entered into derivative contracts either to hedge
existing risks or for speculative purposes.  Accordingly, the adoption of
the new standards on January 1, 2001 did not affect our financial
statements.

Market For Company's Common Stock
---------------------------------

Until September 14, 1999, there was no public trading market for the
Company's stock.  On that day the Company's common stock was cleared for
trading on the OTC Bulletin Board system under the symbol BRRT.  At the
Company's annual shareholder meeting on December 18, 2000, the shareholders
approved a name change for the Company to Moderngroove Entertainment, Inc.,
and the Company subsequently changed its name and trading symbol to: MODG.
A limited market exists for the trading of the Company's common stock.

Dividend Policy
---------------

The Company has never paid or declared any dividend on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

                                     18

<PAGE>

Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including
such things as future capital expenditures (including the amount and nature

thereof), finding suitable merger or acquisition candidates, expansion and
growth of the Company's business and operations, and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its
perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances. However, whether actual results or developments will conform
with the Company's expectations and predictions is subject to a number of
risks and uncertainties, general economic  market and business conditions;
the business opportunities (or lack thereof) that may be presented to and
pursued by the Company; changes in laws or regulation; and other factors,
most of which are beyond the control of the Company.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or
operations.  The Company assumes no obligations to update any such forward-
looking statements.

                                     19


<PAGE>


                           PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

On December 18, 2000, the Company's shareholders approved and the board of
directors announced the Company entered into a Share Exchange agreement with
Modern Groove Entertainment International, Inc., a separate Nevada
Corporation, whereby all of the issued and outstanding shares of Modern
Groove Entertainment International, Inc., were to be exchanged for
26,000,000 restricted common shares of the company's stock.  The shares
were ultimately exchanged on January 2, 2001.

On March 8, 2001, the Company issued 550,000 shares in exchange for
services.  The 550,000 shares issued in March, 2001 in connection with a
Form S-8 filed the U.S. Securities and Exchange Commission have been valued
at their fair market value of $583,000, based upon the trading price of our
common stock on the date of issuance.  Subsequent to September 30, 2001, the
Company has reached agreement with the consultants to cancel the agreements
and further services would not be provided.  In connection therewith, the
consultants returned 450,000 shares of common stock to the Company for
services yet to be provided.

On March 28, 2001, we entered into an investment agreement with Swartz
Private Equity, LLC. The investment agreement entitles us to issue and
sell up to $20 million of our common stock to Swartz, subject to a formula
based on stock price and trading volume, from time to time over a nine
year period beginning on the date that this registration statement is
declared effective.


ITEM 3.  Defaults upon Senior Securities

None

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended September 30, 2001, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

On January 2, 2001, T. J. Jesky and Skyelan Rose resigned as Directors
of the Company.  Pursuant to Nevada NRS 78.335, their vacancies were
replaced with John Stroppa and Steven Zur as Company Directors.

On August 2, 2001, Justin Halowaty resigned as a Director of the Company.


                                      20
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

The following documents are included or incorporated by reference as Exhibits
to this report:

EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  -------------------------------------------------------------------

(3)      ARTICLES OF INCORPORATION AND BY-LAWS

  3.1    Articles of Incorporation of the Company Filed August 6, 1998(1)

  3.2    By-Laws of the Company adopted September 23, 1998(1)

  3.3    Amendment to Articles of Incorporation Filed December 18, 2000(3)

(4)      INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

  4.1    Facsimile of specimen common stock certificate (2)

(13)     Annual or Quarterly Reports - Form 10-Q, incorporated herein by
         reference.

(23)     CONSENT OF EXPERTS AND COUNSEL

  23.1   Letter of Consent from G. Brad Beckstead, CPA (1)

----------

(1)  Previously filed as an exhibit to our registration statement on Form
     10-SB (the "Registration Statement"), which was filed on May 14, 1999,
     and incorporated herein by reference.

(2)  Previously filed as an exhibit to our annual report on Form 10KSB,
     which was filed on March 8, 2000, and incorporated herein by reference.

(3)  Previously filed as an exhibit to our amended annual report on
     Form 10KSB/A, which was filed on April 10, 2001, and incorporated
     herein by reference.

(b)  REPORTS ON FORM 8-K

Moderngroove filed a Current Report during the fiscal year ended December
31, 2000, dated December 19, 2000, on Form 8-K containing information
pursuant to Item 5 ("Other Materially Important Events"); Item 6
("Resignations of Registrant's Directors"); and Item 7 ("Financial
Statements and Exhibits") entitled "Share Exchange Agreement."

                                    21

<PAGE>

During the First Quarter, 2001, Moderngroove filed additional Current
Reports, the first was dated March 2, 2001, on Form 8-K containing
information pursuant to Item 1 ("Changes in Control of Registrant"); Item 2
("Acquisition or Disposition of Assets"); Item 6 ("Resignations of
Registrant's Directors"); and Item 7 ("Financial Statements") entitled
"Moderngroove Entertainment International, Inc. Audited Consolidated
Financial Statements and Unaudited Pro Forma Consolidated Financial
Information."

A Current Report was filed on March 7, 2001, on Form 8-K containing
information pursuant to Item 4 ("Changes in Accountants") entitled "Changes
in Registrant's Certifying Account."

A Current Report was filed on March 28, 2001, on Form 8-K containing
information pursuant to Item 1 ("Changes in Control of Registrant"); See
Item 5 concerning Company Directors.



                                      22

<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.

Date:    November 19, 2001           Moderngroove Entertainment, Inc.
                                     --------------------------------
                                               Registrant

                                     By:  /s/ John Stroppa
                                          -----------------------
                                          John Stroppa
                                          President, Chief Executive Officer


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.

Date:    November 19, 2001           Moderngroove Entertainment, Inc.
                                     --------------------------------
                                               Registrant


                                     By:  /s/ Steven Zur
                                          -----------------------
                                          Steven Zur
                                          Corporate Secretary


                                    23

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