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

                         AMENDMENT NO.1 TO 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 March 31, 2000
--------------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------------

                         Commission File Number: 0-26073
--------------------------------------------------------------------------------

                          BARRINGTON LABORATORIES, 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)

                                  (702) 893-2556
--------------------------------------------------------------------------------
                           (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 [ ]  No [X]

             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>

The Registrant has 3,750,700 shares of Common stock issued and outstanding,
par value $.001 per share as of March 31, 2000.  The Registrant has no
Preferred Stock issued nor outstanding as of March 31, 2000.

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


NOTE:  THIS AMENDMENT IS BEING FILED TO REFLECT THE INCLUSION OF THE
       INDEPENDENT AUDITORS' REPORT.


Copies of Communications Sent to:

                             Thomas C. Cook, Esq.
                     Thomas C. Cook and Associates, Ltd.
                      3110 S. Valley View, Suite 106
                            Las Vegas, NV  89102
                   Tel: (702) 876-5941 - Fax: (702) 876-8865


                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   3
          Independent Auditors' Report.........................   4
          Balance Sheet (unaudited)............................  5-6
          Statements of Operations (unaudited).................   7
          Statements of Cash Flows (unaudited).................   8
          Notes to Financial Statements........................  9-13

Item 2.  Management's Discussion and Analysis of Plan
         of Operation..........................................   14


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   18

Item 2.   Changes in Securities and Use of Proceeds............   18

Item 3.   Defaults upon Senior Securities......................   18

Item 4.   Submission of Matters to a Vote
          of Security Holders..................................   18

Item 5.   Other Information.....................................  18

Item 6.   Exhibits and Reports on Form 8-K......................  18

Signatures......................................................  19


PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

The unaudited financial statements of registrant for the three
months ended March 31, 2000, 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.
                                   3
<PAGE>

                         BARRY L. FRIEDMAN, P.C.
                       Certified Public Accountant

1582 Tulita Drive                          OFFICE  (702) 361-8414
Las Vegas, NV  89123                       FAX NO  (702) 896-0278

                       INDEPENDENT AUDITORS' REPORT
                       ----------------------------


Board of Directors                                        May 5, 2000
Barrington Laboratories, Inc.
Las Vegas, Nevada

I have reviewed the accompanying Balance Sheets of Barrington Laboratories,
Inc. (A Development Stage Company), as of March 31, 2000, and the related
statements of operations, and cash flows for the three months ended March
31, 2000.  These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with the standards established by the
American Institute of Certified Public Accountant.  A review of the interim
financial statements consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
object  of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that
should Be made to the accompanying financial statements in order for them to
be in conformity with generally accepted accounting principles.

/s/ Barry L. Friedman
------------------------------
Barry L. Friedman
Certified Public Accountant

                                     4

<PAGE>

                        BARRINGTON LABORATORIES, INC.
                        (A Development Stage Company)

                              Balance Sheet
                                As of
                           March 31, 2000
                          December 31, 1999

<TABLE>
<CAPTION>

ASSETS


                              BALANCE SHEET
                              -------------

                                  ASSETS
                                  ------

                                      Unaudited       Audited
                                      ---------       -------
                                      March           December
                                      31, 2000        31, 1999

<S>                                   <C>             <C>
CURRENT ASSETS:
 CASH                                 $ 23,029        $ 26,744
                                      --------        --------
 TOTAL CURRENT ASSETS:                $ 23,029        $ 26,744
                                      --------        --------
OTHER ASSETS:

   Organization Costs (Net)           $      0        $      0
   Research & Development (Note #8)      9,200           6,200
                                      --------        --------
   TOTAL OTHER ASSETS:                $  9,200        $  6,200
                                      --------        --------

TOTAL ASSETS                          $ 32,229        $ 32,944
                                      ========        ========

</TABLE>

    See accompanying notes to financial statements & audit report


                                  5

<PAGE>





                        BARRINGTON LABORATORIES, INC.
                        (A Development Stage Company)

                              Balance Sheet
                                   As of
                              March 31, 2000
                             December 31, 1999


<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY


                              BALANCE SHEET
                             ---------------


                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

                                           Unaudited      Audited
                                           ---------      -------
                                           March 31,      Dec. 31,
                                           2000           1999
<S>                                        <C>            <C>
CURRENT LIABILITIES
   Officers' Advances (Note #6)            $    360       $    360
                                           --------       --------
TOTAL CURRENT LIABILITIES:                 $    360       $    360

STOCKHOLDERS' EQUITY:  (Note #4)

   Preferred stock, $0.001 par value,
   Authorized 5,000,000 shares;
   Issued and outstanding at
   March 31, 2000 -  None                  $      0       $      0

   Common stock, $0.001 par value,
   Authorized 20,000,000 shares;
   Issued and outstanding at
   December 31, 1999 and
   March 31, 2000
   3,750,700 shares                         $  3,751       $  3,751

   Additional Paid-In Capital                 43,784         43,784

   Deficit accumulated during
   The development stage                     -15,666        -14,951
                                            --------       --------
TOTAL STOCKHOLDERS' EQUITY                  $ 31,869       $ 32,584
                                            --------       --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY:                       $ 32,229       $ 32,944
                                            ========       ========
</TABLE>

     See accompanying notes to financial statements & audit report

                                     6
<PAGE>

                       Barrington Laboratories, Inc.
                       (A Development Stage Company)

                          STATEMENT OF OPERATIONS
                          -----------------------
<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                                     Unaudited                  Audited
                                     ---------                  --------
                      Three months ended      For the Period    Jan 1
                           March 31           Aug 6, 1998       1999,
                                              (Inception) to    to Dec.
                     2000        1999         Mar 31, 2000      31, 1999
                     -------     ------       --------------    ---------
<S>                  <C>         <C>          <C>               <C>
INCOME:
Revenue               $     0     $    0      $      0          $     0


COSTS AND EXPENSES

Selling, General &
Administrative        $  715      $ 7,223     $ 15,666          $ 7,415


TOTAL EXPENSES:       $  715      $ 7,223     $ 15,666          $ 7,415


NET PROFIT/LOSS (-)   $ -715      $-7,223     $-15,666          $-7,415


Net Profit/Loss (-)
per weighted shar
(Note 1):             $  Nil      $ -.0024    $ -.0050          $ -.0025

Average Weighted
number of common
shares outstanding
at end of reporting
period:             3,750,700   3,00,000      3,114,345        3,002,057

</TABLE>

             See accompanying notes to financial statements

                                     7
<PAGE>


                        BARRINGTON LABORATORIES, INC.
                       (A Development Stage Company)

                        STATEMENT OF CASH FLOWS
                        -----------------------
<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS


                             Unaudited      Audited       Unaudited
                             ----------------------------------------
                             Jan. 1,       Jan 1,         Aug 6, 1998
                             2000, to      1999, to       (Inception)
                             Mar. 31,      Dec. 31,       to Mar 31,
                             2000          1999           2000

<S>                          <C>           <C>            <C>
Cash Flows from
Operating Activities

   Net Loss	                 $ -715        $ -7,415       $ -15,6666

   Adjustment to
   Reconcile net loss
   To net cash provided
   by operating
   Activities
   Amortization                  0              +330           +360

Changes in assets and
Liabilities:

   Research & Development   -3,000           -4,000          -9,200

   Organization Costs            0                0            -360

   Officers' Advances            0                0            +360
                          --------          -------         -------

Net cash used in
Operating activities:      $-3,715        $ -11,085       $ -24,506

Cash Flows from
Investing Activities             0                0               0

Cash Flows from
Financing Activities:

   Issuance of Common
   Stock for cash                0          +37,535         +47,535
                           ----------------------------------------
Net Increase (decrease)    $-3,715        $ +26,450       $ +23,029

Cash,
Beginning of period:        26,744              294               0
                           ----------------------------------------
Cash, End of Period:       $23,029        $  26,744       $  23,029



</TABLE>

     	See accompanying notes to financial statements & audit report

                                   8
<PAGE>


                      Barrington Laboratories, Inc.
                      (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS

                  March 31, 2000 and December 31, 1999


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized August 6, 1998, under the laws of the
State of Nevada as Barrington Laboratories, Inc. The Company
currently has yet to generate any revenues and in accordance
with SFAS #7, is considered a developmental stage company.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company records income and expenses on the accrual method.

Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles 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.

Cash and equivalents

The Company maintains a cash balance in a non-interest-
bearing bank that currently does not exceed federally
insured limits. For the purpose of the statements of
cash flows, all highly liquid investments with the maturity
of three months or less are considered to be cash equivalents.
There are no cash equivalents as of December 31, 1999.

                                  9
<PAGE>

                       Barrington Laboratories, Inc.
                       (A Development Stage Company)


                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     March 31, 2000 and December 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

Income taxes are provided for using the liability method
of accounting in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS #109) "Accounting for
Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax reporting.
Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities.


Reporting on Costs of Start-Up Activities

Statement of Position 98-5 ("SOP 98-5"), "Reporting on the
Costs of Start-Up Activities" which provides guidance
on the financial reporting of start-up costs and
organization costs. It requires most costs of start-up
activities and organization costs to be expensed as incurred.
SOP 98-5 is effective for fiscal years beginning after December
15, 1998. With the adoption of SOP 98-5, there has been little
or no effect on the company's financial statements.


Loss Per Share

Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No. 128
(SFAS #128) "Earnings Per Share". Basic loss per share
is computed by dividing losses available to common
stockholders by the weighted average number of common
shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have
resulted if dilative common stock equivalents had
been converted to common stock. As of December 31,
1999, the Company had no dilative common stock
equivalents such as stock options.

                                   10
<PAGE>

                     Barrington Laboratories, Inc.
                     (A Development Stage Company)


                NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  March 31, 2000 and December 31, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Year End

The Company has selected December 31st as its year-end.

Year 2000 Disclosure

The year 2000 issue is the result of computer programs
being written using two digits rather than four to define
the applicable year. Computer programs that have time
sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruption
of normal business activities. Since the Company currently
has no operating business and does not use any computers,
and since it has no customers, suppliers or other
constituents, there are no material Year 2000 concerns.


NOTE 3 - INCOME TAXES

There is no provision for income taxes for the period ended
December 31, 1999, due to the net loss and no state income
tax in Nevada, the state of the Company's domicile. The
Company's total deferred tax asset as of December 31, 1999
is as follows:

Net operation loss carry forward   	$    15,682
Valuation allowance                 $    15,682

Net deferred tax asset              $         0

The federal net operating loss carry forward will expire in
2018 & 2019.

This carry forward may be limited upon the consummation
of a business combination under IRC Section 381.

                                   11


<PAGE>

                      Barrington Laboratories, Inc.
                      (A Development Stage Company)

               NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                 March 31, 2000 and December 31, 1999



NOTE 4 - STOCKHOLDERS' EQUITY

Common Stock

The authorized common stock of the corporation consists of 20,000,000
shares with a par value of $0.001 per share.

Preferred Stock

The authorized preferred stock of the corporation consists of 5,000,000
shares with a par value of $0.001 per share.

On August 7, 1998 the company issued 3,000,000 shares of its $0.001
par value common stock for cash of $10,000.00 to a director.

On December 31, 1999, the Company completed a public offering that
was registered with the State of Nevada pursuant to N.R.S. 90.490
and was exempt from federal registration pursuant to Regulation D,
Rule 504 of the Securities Act of Stock, the company sold 750,700
shares of common stock at a price of $0.05 per share for a total
amount raised of $37,535.

NOTE 5 - GOING CONCERN

The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation
of liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek to raise additional
capital via a private placement offering pursuant to Regulation "D",
Rule 505/506, once the company is trading on the OTC-BB.
Until that time, the stockholders/officers and or directors
have committed to advancing the operating costs of the Company
interest free.

                                12

<PAGE>

                   Barrington Laboratories, Inc.
                   (A Development Stage Company)


              NOTES TO FINANCIAL STATEMENTS (Continued)

              March 31, 2000 and December 31, 1999



NOTE 6 - RELATED PARTY TRANSACTIONS

The company neither owns nor leases any real or personal property.
An officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of
the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.   If a
specific business opportunity becomes available, such persons may
face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for
the resolution of such conflicts.


NOTE 7 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any
additional shares of common or preferred stock.

NOTE 8 - RESEARCH AND DEVELOPMENT

In December 1998, the company signed a contract with a pharmaceutical
contract manufacturer, to produce a generic pharmaceutical product.
The manufacturer requested chemical and analytical data concerning
the raw materials and the manufacturer process of this project before
they could begin the project. In order to provide this data, outside
services were paid to research the information requested. If the
manufacturer is unable to proceed with this project, the research
obtained could be utilized with other contract pharmaceutical
manufacturers. The President of the company paid his former associates
to research and obtain this data. This is company proprietary data,
which is needed to produce this generic product and hopefully produce
revenues for the company.  During the First Quarter of 2000, the
Company paid an additional $3,000 for research in developing its first
generic pharmaceutical product.

                                       13
<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

The current core business of Barrington Laboratories, Inc. is to develop
and contract manufacture generic prescription pharmaceutical products.
The Company hopes to develop a generic pharmaceutical product, utilizing a
FDA approved contract laboratory and contract manufacturing facilities.  The
Company hopes to obtain an Abbreviated New Drug Application (ANDA) for their
generic pharmaceutical product. The Company has limited itself to the
development of one product; however, this does not preclude the company from
seeking other product opportunities.  At this time, it does not have the
resources to pursue multiple products.  The Company plans to target a low
volume pharmaceuticals product, in which its U.S. patent recently expired.
Generally speaking, low volume pharmaceutical products are not quickly
brought to the market as generic products by the larger generic
pharmaceutical drug facilities, since the cost to produce a low volume
generic product outweighs its return on investment.   Barrington
Laboratories, Inc., believes it can minimize the cost to produce generic
pharmaceutical products by out-sourcing the steps necessary to obtain Food
and Drug Administration (FDA) approval.

The goal of Barrington Laboratories, Inc. is to obtain an ANDA (Abbreviated
New Drug Application) from the FDA to produce and market a pharmaceutical
product where the patent on the brand name product has expired, and market
its generic version.  The FDA requires one holder (a primary contact) of the
ANDA.  The Company needs to consider where or not the contract manufacturer
will submit the submission package to the FDA, and be the holder of the ANDA
for this product.  If this becomes the case, the Company would need to enter
into a contract with the contract manufacturer to be the exclusive
distributor of this product.

In December, 1999, the Company signed a Confidentially Agreement with
a large pharmaceutical contract manufacturer to pursue and investigate this
initiative.  It appears this pharmaceutical contract manufacturer has access
to both the FDA-required research facilities and equipment to undertake a
project for Barrington Labs. It is still too early to determine, whether
or not the Company has identified a contract manufacturer.  Further work
to determine whether the work will be subcontracted to this particular
pharmaceutical manufacturer will be conducted by management of the Company
during the the coming Quarters.  Since this is a lengthy process, the Company
believes it is too premature to determine the actual holder of the ANDA for
this product.

Going Concern - The Company experienced operating losses for the period ended
March 31, 2000.  The financial statements have been prepared assuming the
Company will continue to operate as a going concern which contemplates the
realization of assets and the settlement of liabilities in the normal course
of business.  No adjustment has been made to the recorded amount of assets or
the recorded amount or classification of liabilities which  would be required
if the Company were unable to continue its operations.  As discussed in Note
5 of the notes to the financial statements, management believes it has enough
funds to operate for the next eighteen (18) months without the need to raise
additional capital to meet its obligations in the normal course of business.

Unclassified Balance Sheet - In accordance with the provisions of SFAS No.
53, the Company has elected to present an unclassified balance sheet.

                                  14
<PAGE>

Loss Per Share - The  Company  adopted  the  provisions  of  Statement  of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" that
established  standards for the computation, presentation and disclosure of
earnings per share ("EPS"), replacing the presentation of Primary EPS with
a presentation of Basic EPS. It also requires dual presentation of Basic
EPS and Diluted EPS on the face of the income statement for entities with
complex capital structures.  The Company did not present Diluted EPS since
it has a simple capital structure.

The Company has not pursued or explored any opportunities for an acquisition
or merger. This does not preclude that the Company may not explore any
opportunities in the future.

Results of Operations

As of March 31, 2000, the Company has yet to generate any revenues.  In
addition, the Company does not expect to generate any revenues over the next
approximately to eighteen (18) months.

In its most recent three month operating period ended March 31, 2000, the
Company incurred a net loss of approximately $715.  For the operating period
that ended March 31, 2000, the Company incurred a net loss of approximately
$715 and a negative cash flow of $3,715 from its from operations.  It has yet
to receive any revenues from operations.  During the period January 1, 2000
through March 31, 2000, the Company had a loss of $715.  This nominal loss is
in line with company expectations.  Additionally, the Company spent $3,000
in research toward developing its first generic product.

Plan of Operation

Management does not believe that the Company will be able to generate any
revenues until it can find, identify, and qualify a contract pharmaceutical
manufacturer to bring its generic pharmaceutical product through the FDA
process.  The Company hopes to identify a contract pharmaceutical manufacturer
by the end of the third Quarter.  From that point forward, the FDA approval
process can take another eighteen (18) months.  The Company believes it has
enough monies to sustain itself during this qualification process.



                                         15
<PAGE>

Liquidity and Capital Resources

The Company's primary sources of liquidity since its inception have been the
sale of shares of common stock from shareholders, which were used during the
period from inception through March 31, 2000.  An original stock offering was
made pursuant to Nevada Revised Statues Chapter 90.490 (hereinafter referred to
as the "Offering").  This Offering was made in reliance upon an exemption from
the registration provisions of Section 5 of the Securities Act of 1993 (the
"Act"), as amended, pursuant to Regulation D, Rule 504 of the Act.  On August
7, 1998, founding shareholders purchased three million (3,000,000) shares of
the Company's authorized but unissued treasury stock for cash.  Additionally,
the Company sold seven hundred fifty thousand seven hundred (750,700) shares of
Common Stock of the Company during the Offering to approximately sixty-seven
(67) shareholders in the State of Nevada.  The offering was closed February 28,
1999.  As of the date of this Registration Statement, the Company has three
million seven hundred fifty thousand seven hundred (3,750,700) shares of its
$0.001 par value common voting stock issued and outstanding which are held by
approximately sixty-eight (68) shareholders of record, including the Company's
founder.  Management fully anticipates that the proceeds from the sale of all
of the Common Shares sold in the offering delineated above will be sufficient
to provide the Company's capital needs for the next approximately twelve (12)
months. At that time, the Company will need additional working capital to
finance its planned activity.

This is a developmental stage company.  The Company hopes to produce generic
pharmaceutical products, through contract laboratories and manufacturing
facilities, for pharmaceutical products that have lost their innovator patent,
and where no other generics for these products are currently available on the
market.  If successful, the Company plans to distribute this product into the
marketplace through drug wholesalers, chain pharmacies and State Medicaid
programs.

It is the Company's intention to enter the marketplace with the first versions
of generic drugs, after their innovator patents have expired.  There are no
guarantees that other generic pharmaceuticals could not enter the market first
with a similar product beforehand.  Other companies could be developing a
similar product; if they enter the market first, this would dramatically
curtail any earnings potential for the Company.  Additionally, a superior
competitive product could force the Company out of business.

The Company currently has 2 employees who are both officers and directors of
the Company.  These employees received no compensation through March 31,
2000.  The Company does not plan to hire any additional employees until it
receives FDA approval for one of its pharmaceutical products.

The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.

                                     16
<PAGE>

Market For Company's Common Stock

In September, 1999, the Company's common stock was listed on the OTC Bulletin
Board, under the trading symbol BRRT.

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.

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.


                                       17
<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

None.

ITEM 3.  Defaults upon Senior Securities

None.

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

During the quarter ended March 31, 2000, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

None.


                                       18


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                BARRINGTON LABORATORIES, INC.
                                (Registrant)


Dated:  May 12, 2000


/s/ T. J. Jesky
--------------------------
T. J. Jesky, President and Chief
Executive Officer


                                          19

<PAGE>