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, 1999
--------------------------------------------------------------------------------

[ ]  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 September 30, 1999.  The Registrant has no
Preferred Stock issued nor outstanding as of September 30, 1999.

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


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
          Balance Sheet (unaudited)............................  4-5
          Statements of Operations (unaudited).................   6
          Statements of Cash Flows (unaudited).................   7
          Notes to Financial Statements........................  8-13

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

              (Financial Statements Commence on Following Page)

                                    3
<PAGE>


                        BARRINGTON LABORATORIES, INC.
                        (A Development Stage Company)


BALANCE SHEET

<TABLE>
<CAPTION>

ASSETS
                                  Unaudited                 Audited
                               September 30, 1999      February 28, 1999
                               -------------------     ------------------
<S>                            <C>                     <C>
CURRENT ASSETS:                $  27,179               $  37,813

   TOTAL CURRENT ASSETS:       $  27,179               $  37,813

OTHER ASSETS:

   R&D (See Note#8)            $   2,200               $   2,200

   Organization Costs (Net)    $     276               $     318

   TOTAL OTHER ASSETS:         $   2,476               $   2,518


TOTAL ASSETS                   $  29,655               $  40,331

</TABLE>

             See accompanying notes to financial statements

                                  4

<PAGE>



                         Barrington Laboratories, Inc.
                         (A Development Stage Company)
                                  Unaudited

BALANCE SHEET

<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY

                                     Unaudited                Audited
                                  September 30, 1999      February 28, 1999
                                 -------------------      -----------------
<S>                                <C>                    <C>
CURRENT LIABILITIES                $        0             $        360

 TOTAL CURRENT LIABILITIES:        $        0             $        360

STOCKHOLDERS' EQUITY: (Note #4)

   Preferred stock
   Par value $0.001
   Authorized 5,000,000 shares
   Issued and outstanding at
   September 30, 1999:   None      $        0             $          0

   Common stock
   Par value $0.001
   Authorized 20,000,000 shares
   Issued and outstanding at

   Sept 30 & Feb 28, 1999
   3,750,700 shares                $     3,751            $      3,751

   Additional Paid-In Capital      $    43,784            $     43,784

   ACCUMULATED LOSS                $   -17,880            $     -7,564

TOTAL STOCKHOLDERS' EQUITY         $    29,955            $     39,971
----------------------------------------------------------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY:              $    29,955            $     40,331

</TABLE>

            See accompanying notes to financial statements

                                   5
<PAGE>



                          Barrington Laboratories, Inc.
                          (A Development Stage Company)

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                    Unaudited                     Audited
                                    ---------                     --------
                      Three months ended    Nine months ended  For the Period
                        September 30,         September 30,    Aug 6, 1998
                                                               (Inception) to
                      1999       1998      1999       1998     Feb 28, 1999
                      -------    ------    --------  -------   -------------
<S>                   <C>        <C>       <C>        <C>       <C>
INCOME:
Revenue               $     0    $    0    $      0   $    0    $      0


EXPENSES:

 Accounting           $     0    $    0    $  1,500   $    0    $    800
 Amortization         $    18    $    0    $     54   $    0    $     42
 Bank Charges         $    24    $    0    $     72   $    0    $     17
 R&D                  $     0    $    0    $      0   $    0    $      0
 Consultant Fees      $     0    $    0    $  5,300   $    0    $  6,000
 Legal Fees           $     0    $    0    $    700   $    0    $      0
 Professional Fees    $     0    $    0    $  2,213   $    0    $      0
 Telephone            $   184    $    0    $    274   $    0    $      0
 Misc. Expenses       $    85    $    0    $    231   $    0    $    705

 TOTAL EXPENSES:      $   311    $    0    $ 10,344   $    0    $  7,564

NET PROFIT/LOSS (-)   $  -311    $    0    $-10,344   $    0    $ -7,564

Net Profit/Loss (-)
per weighted share
(Note 1):             $ -.0000   $    0    $ -.0027   $    0    $ -.0025

Average Weighted
number of common
shares outstanding
at end of reporting
period:              3,750,700            3,750,544            3,003,627

</TABLE>

               See accompanying notes to financial statements

                                    6
<PAGE>


                      Barrington Laboratories, Inc.
                      (A Development Stage Company)

                          STATEMENT OF CASH FLOWS
                                Unaudited

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

                                For the Nine Months Ended        For the Period
                                                                 Aug 6, 1998
                            Sept 30, 1999     Sept 30, 1998     (Inception) to
                            (Unaudited)        (Unaudited)      Sept. 30, 1999
                           ------------------ --------------    ---------------
<S>                        <C>                <C>               <C>
Cash Flows from
Operating Activities

    Net Loss               $  -10,344         $      0          $ -17,880
    Adjustment to
    Reconcile net loss
    to net cash provided
    by operating
    Activities
    Amortization                  +54                0               -276

Changes in assets and
Liabilities:

    Research & Development          0                0             -2,200

    Organization Costs              0                0               -360

    Officers' Advances           -360                0               +360
                           -----------------------------------------------
Net cash used in
Operating activities:      $  -10,650         $      0          $ -20,356

 Cash Flows from
 Investing Activities:              0                0                  0

 Cash Flows from
 Financing Activities:
    Issuance of Common
    Stock for Cash            +37,535                0            +47,535
                           -----------------------------------------------

Net Increase (decrease)    $   26,885         $      0          $  27,179


 Cash,
 Beginning of period:      $      294         $      0          $       0
                           -----------------------------------------------

 Cash, End of Period:      $   27,179         $      0          $  27,179


</TABLE>

                See accompanying notes to financial statements.

                                   7
<PAGE>


                       Barrington Laboratories, Inc.
                       (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS

                            September 30, 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.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for
the third Quarter ended September 30, 1999, and nine months ended September
30, 1999 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1999.  For further information, refer to the audited
financial statements and the footnotes thereto included in the company's
report on Form 10SB12G for period ended February 28, 1999.

The balance sheet at February 28, 1998, has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.

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 September 30, 1999.

                                   8

<PAGE>

                       Barrington Laboratories, Inc.
                       (A Development Stage Company)


                NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 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.


Organization Costs

Costs incurred to organize the Company are being amortized on a straight-line
basis over a sixty-month period.


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 September 30, 1999, the Company had no dilative common stock
equivalents such as stock options.


Year End

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

                                  9
<PAGE>



                       Barrington Laboratories, Inc.
                       (A Development Stage Company)


                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            September 30, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Year 2000 Disclosure

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.

Based on a recent and ongoing assessment, the Company has determined
that any purchased software will be off-the-shelf software and will
be certified Year 2000 compatible for all of its computing requirements.
The Company presently believes that with modifications to existing
off-the-shelf software or conversions to new software, the Year 2000
issue will not pose significant operational problems and will not
materially affect future financial results.

The Company currently anticipates purchasing new off-the-shelf Year
2000 compatible software in the near future, which is prior to any
anticipated impact on its operating systems. The total cost of this
new software is not anticipated to be a material expense to the
Company at this time. However, there can be no guarantee that these
new off-the-shelf software products will be adequately modified
which could have a material adverse effect on the Company's results
of operations.



                                  10

<PAGE>

                      Barrington Laboratories, Inc.
                      (A Development Stage Company)

                NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 1999

NOTE 3 - INCOME TAXES

There is no provision for income taxes for the period ended September 30,
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
September 30, 1999 is as follows:

Net operation loss carry forward   $ 7,536

Valuation allowance                $ 7,536

Net deferred tax asset             $     0

The federal net operation loss carry forward will expire in 2018.  The
Company's statutory rate for the tax year ended 1998 is estimated at 0%.
The Company did not record any deferred tax assets for year ended December
31, 1998.  The Company's effective tax rate is 0%.

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


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 February 28, 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.

                                  11
<PAGE>

                       Barrington Laboratories, Inc.
                       (A Development Stage Company)

                NOTES TO FINANCIAL STATEMENTS (Continued)

                            September 30, 1999


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.  At this time, and for at least the next approximately eighteen
(18) months, the Company does not believe it will need to raise any additional
funds to remain a going concern.  If in the future the Company should seek to
raise additional capital it would be accomplished via a private placement
offering pursuant to Regulation D, Rule 505/506.  Until that time, the
stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.


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.


                                  12

<PAGE>

                      Barrington Laboratories, Inc.
                      (A Development Stage Company)

                 NOTES TO FINANCIAL STATEMENTS (Continued)

                          September 30, 1999

NOTE 8 - RESEARCH AND DEVELOPMENT

In December, 1999, the company signed a confidentiality agreement with a
pharmaceutical contract manufacturer, to produce a generic pharmaceutical
product for Barrington Laboratories, Inc.  This contract manufacturer
requested chemical and analytical data concerning the raw materials and the
manufacturing process of this project before they could analyze this
project.  In order to provide this data, outside services were paid to
research the information requested.  The contract manufacturer was unable
to proceed with this project, the research obtained can still 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.  In September, 1999, the Company identified
another contract pharmaceutical manufacturer, and signed a Confidentially
Agreement with them.  It is still too early to determine, whether or not the
Company has identified a contract manufacturer to undertake its work.
Further evaluations to determine whether the work will be subcontracted to
this particular pharmaceutical manufacturer will be conducted by the
management of the Company during the Fourth Quarter.


                                   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 out weights 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, 1998, the Company signed a Confidentially Agreement with
a large pharmaceutical contract manufacturer to pursue and investigate this
initiative.  Upon investigation by this contract manufacturer, they were
unable to perform the services required, as they did not have the required
special equipment to manufacture the proposed pharmaceuticals for Barrington
Laboratories, Inc.  In September, 1999, the Company identified another
contract pharmaceutical manufacturer, and signed a Confidentially Agreement
with them.  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 to undertake its
work.  Further evaluations are required to determine whether the work will
be subcontracted to this particular pharmaceutical manufacturer.  This will
be conducted by management of the Company during the Fourth Quarter.  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
September 30, 1999.  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 September 30, 1999, 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 September 30, 1999, the
Company incurred a net loss of approximately $311.  For the most recent
nine month operating period ended September 30, 1999, the Company incurred a
net loss of approximately $10,344 and a negative cash flow of $10,650 from its
operations.  It has yet to receive any revenues from operations.  During the
period July 1, 1999 through September 30, 1999, the Company had a loss
of $311.  This nominal loss is in line with company expectations, since it
has yet to identify a contract pharmaceutical manufacturer to undertake its
first generic pharmaceutical project.

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 September 30, 1999.  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 September 30,
1999.  The Company does not plan to hire any additional employees until it
receives FDA approval for one of its pharmaceutical products.  (See employment
agreement in 10-SB12G).

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 September 30, 1999, 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:  October 21, 1999


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


                                  19

<PAGE>