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 June 30, 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 June 30, 2000.  The Registrant has no
Preferred Stock issued nor outstanding as of June 30, 2000.

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


NOTE:  THIS AMENDMENT IS BEING FILED TO REFLECT AUDITED FINANCIALS AS
       COMPARED TO REVIEWED FINANCIALS PREVIOUSLY SUBMITTED.

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 Auditor's Report.......................   4
          Balance Sheet (audited)............................  5-6
          Statements of Operations (audited).................  7-8
          Changes in Stockholders' Equity (audited)..........   9
          Statements of Cash Flows (audited)................. 10-11
          Notes to Financial Statements.......................12-15

Item 2.  Management's Discussion and Analysis of Plan
         of Operation.......................................... 16


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......................20

Signatures......................................................21


PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

              (Financial Statements Commence on Following Page)

                                        3
<PAGE>



                                Barry L. Friedman
                           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                                   August 14, 2000
BARRINGTON LABORATORIES, INC.
Las Vegas, Nevada

I have audited the accompanying Balance Sheet of BARRINGTON LABORATORIES, INC.
(A Development Stage Company), as of June 30, 2000, and December 31, 1999, and
the related statements of stockholders' equity for June 30, 2000, and December
31, 1999, and statements of operation and cash flows for the three months
ending June 30, 2000, and June 30, 1999, for the six months ended June 30,
2000, and June 30, 1999, and the two years ended December 31, 1999, and
December 31, 1998, and the period December 21, 1992 (inception), to June 30,
2000.  These Financial Statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Financial Statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Financial Statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the Financial Statements referred to above present fairly, in
all material respects, the financial position of BARRINGTON LABORATORIES, INC.
(A Development Stage Company), as of June 30, 2000, and December 31, 1999, and
the related statements of stockholders' equity for June 30, 2000, and December
31, 1999, and statements of operation and cash flows for the three months
ending June 30, 2000, and June 30, 1999, for the six months ended June 30,
2000, and June 30, 1999, and the two years ended December 31, 1999, and
December 31, 1998, and the period December 21, 1992 (inception), to June 30,
2000, in conformity with generally accepted accounting principles.

The accompanying Financial Statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note #5 to the financial
statements, the Company has had no operations and has no established source
of revenue. This raises substantial doubt about its ability to continue as a
going concern.  Management's plan in regard to these matters is described in
Note #5.  These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Barry L. Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414

<PAGE>

                        BARRINGTON LABORATORIES, INC.
                        (A Development Stage Company)

                              BALANCE SHEET

<TABLE>
<CAPTION>

ASSETS


                                            6 Mos. Ending      Year Ended
                                            June 30, 2000      Dec. 31, 1999
                                            -------------      -------------
CURRENT ASSETS
<S>                                         <C>                <C>
Cash                                        $   19,799         $  26,744
                                            ----------         ---------
   TOTAL CURRENT ASSETS                     $   19,799         $  26,744
                                            ----------         ---------
OTHER ASSETS

   Research  & Development (Note #8)        $   11,716         $   6,200
                                            ----------         ---------
   TOTAL OTHER ASSETS                       $   11,716         $   6,200
                                            ----------         ---------
   TOTAL ASSETS                             $   31,515         $  32,944
                                            ----------         ---------

</TABLE>

The accompanying notes are an integral part of these financial statements

                                     5

<PAGE>

                       BARRINGTON LABORATORIES, INC.
                       (A Development Stage Company)

                             BALANCE SHEET
<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY


                                             6 Mos. Ending       Year ended
                                             June 30, 2000       Dec. 31, 1999
                                             -------------       -------------
CURRENT LIABILITIES
<S>                                        <C>                <C>
   Officers Advances (Note #5)             $      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
June 30, 2000 - None                       $        0

Common stock, $.001 par value
authorized 20,000,000 shares
Issued and outstanding at
December 31, 1999 - 3,750,700 shares                          $    3,751
June 30, 2000 - 3,750,700 shares                3,751

   Additional paid in Capital                  43,784             43,784

   Accumulated loss during
   the development stage                      -16,380            -14,951
                                           ----------          ---------

TOTAL STOCKHOLDERS' EQUITY                 $   31,155          $  32,584
                                           ----------          ---------

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                        $   31,515          $  32,944
                                           ----------          ---------

</TABLE>

The accompanying notes are an integral part of these financial statements

                                        6

<PAGE>

                        BARRINGTON LABORATORIES, INC.
                        (A Development Stage Company)

                           STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                              Three Months                   Six Months
                          Ended       . Ended         . Ended          Ended
                      June 30, 2000  June 30, 1999  June 30, 2000  June 30, 1999
                      -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>
REVENUE               $          0   $          0   $          0   $          0

EXPENSES
General, Selling
and Administrative    $        714   $        192   $      1,429   $      7,085
                      ------------   ------------   ------------   ------------
Amortization                     0              0              0            330
                      ------------   ------------   ------------   ------------
Total Expenses        $        714   $        192   $      1,429   $      7,415
                      ------------   ------------   ------------   ------------

Net Profit/Loss (-)   $      -714    $       -192   $     -1,429   $     -7,415
                      ------------   ------------   ------------   ------------

Net Loss per share -
 Basic and diluted
 (Note #2)            $     -.0002   $        NIL   $     -.0004   $     -.0021
                      ------------   ------------   ------------   ------------

Weighted average
number of common
shares outstanding       3,750,700      3,750,700      3,750,700      3,510,144
                      ------------   ------------   ------------   ------------


</TABLE>


The accompanying notes are an integral part of these financial statements

                                         7

<PAGE>

                          BARRINGTON LABORATORIES, INC.
                          (A Development Stage Company)

                      STATEMENT OF OPERATIONS (Continued)

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS
                                              Aug. 6, 1998      Aug. 6, 1998
                            Year Ended        (INCEPTION) to   (INCEPTION) to
                            Dec. 31, 1999     Dec, 31, 1998    June 30, 2000
                            -------------     -------------    --------------
<S>                         <C>               <C>              <C>
REVENUE                     $          0      $          0     $          0
                            ------------      ------------     ------------
EXPENSES
  General, Selling
  and Administrative        $      7,085      $      7,506     $     16,734

  Amortization                       330                30              360
                            ------------      ------------     ------------

  Total Expenses            $      7,415      $      7,536     $     17,094
                            ------------      ------------     ------------

Net Profit/Loss (-)         $     -7,415      $     -7,536     $    -17,094
                            ------------      ------------     ------------

Net Loss per share -
 Basic and diluted
 (Note #2)                  $     -.0020      $     -.0025     $     -.0049
                            ------------      ------------     ------------

Weighted average
number of common
shares outstanding             3,631,411         3,000,000        3,465,131
                            ------------      ------------     ------------


</TABLE>

The accompanying notes are an integral part of these financial statements

                                       8
<PAGE>

                         BARRINGTON LABORATORIES, INC.
                         (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                       Additional    Accumu-
                               Common Stock            Paid-In       lated
                                  Shares      Amount   Capital       Deficit
                               ------------   ------   ----------    -------
<S>                            <C>            <C>      <C>           <C>
Balance,
December 31, 1998              3,000,000      $ 3,000  $  7,000      $ -7,536

February 28, 1999
Issued from sale
of public offering               750,700          751    36,784

Net loss, Year Ended
December 31, 1999                                                      -7,415
                               ---------      -------  --------      --------
Balance,
December 31, 1999              3,750,700      $ 3,751  $  43,784     $-14,951

Net Loss
January 1, 2000, to
June 30, 2000                                                          -1,429
                               ---------      -------  --------      --------
Balance,
June 30, 2000                  3,750,700      $ 3,751  $ 43,784      $-16,380
                               ---------      -------  --------      --------

</TABLE>


The accompanying notes are an integral part of these financial statements

                                         9


                       BARRINGTON LABORATORIES, INC.
                       (A Development Stage Company)

                          STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS
                               Three Months                  Six Months
                          Ended          Ended         Ended          Ended
                      June 30, 2000  June 30, 1999  June 30, 2000  June 30, 1999
                      -------------  -------------  -------------  -------------
<S>                       <C>         <C>            <C>            <C>
Cash Flow from
Operating Activities
Net Loss                  $    -714   $      -192    $  -1,429      $  -7,415

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                      0             0            0           +330

Changes in Assets
and Liabilities

Increase in current
Liabilities

Research & Development       -2,516             0       -5,516         -4,000

Organization Costs                0             0            0              0

Officers Advances            +1,295       +18,264       +5,780        -19,589
                          ---------   -----------    ---------      ---------
Net cash used in
Operating Activities      $  -3,230   $      -192    $  -6,945      $ -11,085

Cash Flows from
Investing Activities              0             0            0              0

Cash Flows from
Financing Activities
Issuance of Common
Stock                             0             0            0        +37,535
                          ---------   -----------    ---------      ---------
Net increase
(decrease)
in cash                   $  -3,230   $      -192    $  -6,945      $  26,450

Cash, beginning
of period                    23,029        26,936       26,744            294
                          ---------   -----------    ---------      ---------
Cash, end of period      $   19,799   $    26,744    $  19,799      $  26,744
                          ---------   -----------    ---------      ---------


The accompanying notes are an integral part of these financial statements


</TABLE>

                                            10

<PAGE>


                         BARRINGTON LABORATORIES, INC.
                         (A Development Stage Company)

                        STATEMENT OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
                                              Aug. 6, 1998      Aug. 6, 1998
                            Year Ended        (INCEPTION) to   (INCEPTION) to
                            Dec. 31, 1999     Dec, 31, 1998    June 30, 2000
                            -------------     -------------    --------------
<S>                         <C>               <C>              <C>
Cash Flow from
Operating Activities
Net Loss                    $    $-7,415      $     -7,536     $     -16,380

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                        +330               +30              +360

Changes in Assets
and Liabilities

Increase in current
Liabilities

Research & Development            -4,000            -2,200           -11,716

Organization Costs                     0              -360              -360

Officers Advances                      0              +360              +360
                            ------------      ------------     -------------
Net cash used in
Operating Activities        $    -11,085      $     -9,706     $     -27,736

Cash Flows from
Investing Activities                   0                 0                 0

Cash Flows from
Financing Activities
Issuance of Common
Stock                            +37,535           +10,000           +47,535
                            ------------      ------------     -------------
Net increase
(decrease)
in cash                     $    +26,450      $        294     $      19,799

Cash, beginning
of period                            294                 0                 0
                            ------------      ------------     -------------

Cash, end of period         $     26,744      $        294     $      19,799
                            ------------      ------------     -------------


The accompanying notes are an integral part of these financial statements

</TABLE>


                                        11

<PAGE>

                         BARRINGTON LABORATORIES, INC.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                      June 30, 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 no
operations and, in accordance with SFAS #7, is considered a development
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, or June 30, 2000.

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.

                                          12

<PAGE>


                         BARRINGTON LABORATORIES, INC.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                      June 30, 2000, and December 31, 1999


NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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
June 30, 2000, the Company had no dilutive common stock equivalents such as
stock options.

Year End
--------

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

Year 2000 Disclosure
--------------------

The Y2K issued had no effect on this Company.


NOTE #3 - INCOME TAXES

There is no provision for income taxes for the period ended June 30, 2000.
The Company's total deferred tax asset as of December 31, 1999, is as follows:

Net operation loss carry-forward             $    14,951
Valuation allowance                          $    14,951

Net deferred tax asset                       $         0


                                          13

<PAGE>


                         BARRINGTON LABORATORIES, INC.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                      June 30, 2000, and December 31, 1999


NOTE #3 - INCOME TAXES (CONTINUED)

The federal net operating loss carry forward will expire between 2018 and 2019.

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 BARRINGTON LABORATORIES, INC. consists of
20,000,000 shares, with a par value of $0.001 per share.

Preferred Stock
---------------

The authorized preferred stock of BARRINGTON LABORATORIES, INC. 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, in consideration of $10,000 in cash to a director.

On February 28, 1999, the Company completed a public offering that was offered,
without registration, under the Securities Act of 1933, as amended (The "Act"),
in reliance upon the exemption from registration afforded by Sections 4(2) and
3(b) of the Securities Act and Regulation D, promulgated thereunder.  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.


                                         14

<PAGE>


                         BARRINGTON LABORATORIES, INC.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                      June 30, 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 19998, 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.


                                         15
<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.

The Company is seeking a contract manufacturer to produce a generic
pharmaceutical product.  Management needs to conduct further work to
determine whether the work will be subcontracted to a particular contract
pharmaceutical manufacturer.  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
June 30, 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.

                                       16
<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 June 30, 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 six month operating period ended June 30, 2000, the
Company incurred a net loss of approximately $1,429.  For the operating period
that ended June 30, 2000, the Company incurred a net loss of approximately
$1,429 and a negative cash flow of $6,945 from its from operations.  It has yet
to receive any revenues from operations.  During the period January 1, 2000
through June 30, 2000, the Company had a loss of $1,429.  This loss is
in line with company expectations.  Additionally, the Company spent $5,516
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.



                                     17
<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 June 30, 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.

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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.


                                       19
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                           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 June 30, 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.


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                                   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:  August 16, 2000


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


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