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 JUNE 30, 2002
----------------------------------------------------------------------------
[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
----------------------------------------------------------------------------

                         Commission File Number: 0-25523

                       BARRINGTON FOODS INTERNATIONAL, INC.
               ------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)

               NEVADA                                     33-0843633
-------------------------------                      ------------------
(State of other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification Number)


       3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV      89109
       ----------------------------------------------------   ----------
             (Address of principal executive offices)         (Zip Code)

          Registrant's Phone: (702) 990-3623  Fax: (702) 990-3624

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
(or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.

                                Yes [X]  No [ ]

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

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

                                Yes [ ]  No [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 19, 2002, the issuer had 11,946,015 shares of common stock issued
and outstanding.

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

<PAGE>
                               TABLE OF CONTENTS



PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   3
          Consolidated Balance Sheets (unaudited)..............   4
          Consolidated Statements of Operations (unaudited)....   5
          Consolidated Statements
            of Stockholders' Deficency (unaudited).  ............. 6-7

          Consolidated Statements of Cash Flows (unaudited)....  8-9
          Notes to Consolidated Financial Statements...........  10-16

Item 2.   Management's Plan
            of Operation........................................ 17-20

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings....................................  21

Item 2.   Changes in Securities and Use of Proceeds............  21

Item 3.   Defaults upon Senior Securities......................  21

Item 4.   Submission of Matters to a Vote
            of Security Holders................................  21

Item 5.   Other Information....................................  21

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

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

Certification of Chief Executive Officer.......................  22

                                         2
<PAGE>


PART I. FINANCIAL INFORMATION

The  unaudited  consolidated  financial  statements of registrant for the three
months  ended  June  30, 2002, follow.  The consolidated  financial  statements
reflect all adjustments  that are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented.

                                         3
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS


                                                   June 30,     December 31,
                                                --------------   ------------
                                                     2002            2001
                                                --------------   ------------
<S>                                             <C> (unaudited)  <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                     $            -   $          -
  Accounts receivable, net                              20,757              -
  Prepaid expenses and other current assets              4,519            700
                                                --------------   ------------
    Total current assets                                25,276            700

PROPERTY AND EQUIPMENT, net of accumulated
  depreciation of $136 and $51, respectively              887             972
                                                --------------   ------------
    TOTAL ASSETS                                $       26,163   $      1,672
                                                ==============   ============
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Bank overdraft                                $       20,022    $       622
  Accounts payable and accrued expenses                 95,736         60,864
  Due to related parties                               190,575         77,252
  Notes payable - related parties                      220,972        132,795
  Promissory note                                            -        700,000
                                                --------------   ------------
    Total liabilities                                  527,305        971,533
                                                --------------   ------------

STOCKHOLDERS' DEFICIENCY
  Convertible Preferred stock, Series A, $0.001
      par value, 1,000,000 shares authorized;
      96,500 shares issued and outstanding                  97              -
  Preferred stock, Series B, $0.001 par value,
      1,000,000 shares authorized; 140,000
      issued and outstanding                               140              -
  Preferred stock, Series C, $0.001 par value,
      1,000,000 shares authorized; none
      issued and outstanding                                 -              -
  Common stock, $0.001 par value, 100,000,000
      common shares authorized; 10,476,015 and
      5,830,015 shares issued and outstanding           10,476          5,830
  Additional paid-in capital                        10,756,517      3,370,670
  Deficit accumulated during development stage    (11,268,372)    (4,346,361)
                                                --------------   ------------
    Total stockholders' deficiency                   (501,142)      (969,861)
                                                --------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY  $       26,163   $      1,672
                                                ==============   ============

</TABLE>

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

                                         4
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                                   Inception
                       Three months ended    Six months ended     (December 8,
                             June 30,             June 30,        2000) to
                     --------------------- ---------------------   June 30,
                        2002       2001       2002       2001         2002
                     ---------- ---------- ---------- ---------- --------------
<S>                  <C>        <C>        <C>        <C>        <C>
REVENUE,net          $   21,025 $        - $   21,025 $        - $       21,025

COST OF GOODS SOLD       27,261          -     27,261          -         27,261
                     ---------- ---------- ---------- ---------- --------------

GROSS LOSS              (6,236)          -    (6,236)          -        (6,236)
                     ---------- ---------- ---------- ---------- --------------

OPERATING EXPENSES
  Depreciation and
    amortization              -          -         85          -            136
  Consulting and
    professional fees   546,725        700  6,658,593        700     10,212,001
  E-Bait Acquicition
    Cost                      -          -          -          -        700,000
  Travel and
    entertainment        12,527      1,250     14,927      1,250         40,553
  Rent expense                9          -     11,354          -         25,488
  Product Development
    Cost                      -          -     96,362          -         96,362
  Bad debt                    -          -     64,000          -         64,000
  Other general and
    administrative
    expenses             12,977         25     22,762         25         53,480
                     ---------- ---------- ---------- ---------- --------------
  Total operations
    expenses            572,238      1,975  6,868,083      1,975     11,192,020
                     ---------- ---------- ---------- ---------- --------------

LOSS FROM OPERATIONS  (578,474)    (1,975) (6,874,319)   (1,975)   (11,198,256)

OTHER EXPENSE
  Interest expense     (34,192)          -   (47,692)          -       (70,616)
                     ---------- ---------- ---------- ---------- --------------

Total Other
    Expense            (34,192)          -   (47,692)          -       (70,616)
                     ---------- ---------- ---------- ---------- --------------

LOSS BEFORE PROVISION
    FOR INCOME TAXES  (612,666)    (1,975) (6,922,011)   (1,975)   (11,268,872)

PROVISION FOR
    INCOME TAXES              -          -           -         -              -
                     ---------- ---------- ---------- ---------- --------------

NET LOSS              (612,666)    (1,975) (6,922,011)   (1,975)   (11,268,872)
                     ========== ========== =========== ========= ==============
NET LOSS FOR
   COMMON SHARE      $   (0.06) $   (0.00) $    (0.88) $  (0.00) $       (2.84)
   Basic and diluted ========== ========== =========== ========= ==============
WEIGHTED AVERAGE
   NUMBER OF COMMON
   SHARES OUTSTANDING
   -BASIC AND DILUTED 9,473,268  2,000,000   7,862,004 2,000,000      3,973,181
                     ========== ========== =========== ========= ==============

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                         5
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)

                                                         Deficit
                                            Additional Accumulated
              Common Stock   Preferred Stock  Paid-In During Develop-
             Shares   Amount Shares Amount    Capital   ment Stage     Total
          ----------  ------ ------ ------ ----------  -------------  ----------
<S>       <C>         <C>    <C>    <C>    <C>         <C>            <C>
Balance at
Dec 8,2000         -  $    -      - $    - $        -  $           -  $        -

Issuance of
founder shares,
Dec 2000   1,772,015   1,772      -      -     18,228              -      20,000

Net loss           -       -      -      -          -       (20,000)    (20,000)
          ----------  ------ ------ ------ ----------  -------------  ----------

Balance at
Dec 31,2000 1,772,015  1,772      -      -     18,228       (20,000)           -

Acquisition
of E-Bait     228,000    228      -      -      (228)              -           -

Issuance
of common
stock for
services   3,830,000   3,830      -      -  3,352,670              -   3,356,500

Net loss           -       -      -      -          -    (4,326,361) (4,326,361)
          ----------  ------ ------ ------ ----------  -------------  ----------

Balance at
Dec 31,2001 5,830,015  5,830      -      -  3,370,670    (4,346,361)   (969,861)

Issuance of
common stock
for services,
Jan 24,2002
(un-
 audited)    200,000     200      -      -     89,800              -      90,000

Issuance of
common stock
for services,
Feb 19,2002
(un-
audited)   1,146,000   1,146      -      -    147,834              -     148,980

Issuance of
common stock
for services,
Mar 8,2002
(un-
audited)     550,000     550      -      -     92,950              -      93,500

</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                         6
<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

               Common Stock  Preferred Stock             Deficit
                                            Additional Accumulated
                                              Paid-In During Develop-
             Shares  Amount Shares  Amount    Capital   ment Stage     Total
          ---------- ------ ------- ------ ----------  -------------  ----------
<S>       <C>         <C>    <C>    <C>    <C>         <C>            <C>
Issuance of
Series B
Preferred
stock in
settlement
of A
promissory
note of
$700,000,
Jan 9,2002
(un-
audited)           -      - 140,000    140    699,860              -     700,000

Issuance of
Series A
Preferred stock
for services,
Jan 5,2002
(un-
audited)           -      -  96,500     97  5,789,903              -   5,790,000

Contributions
to capital
(unaudited)                                   104,000              -     104,000

Issuance of
common stock
for services,
Apr 24,2002
(unaudited) 500,000    500       -      -     54,500              -      55,000

Issuance of
common stock
for services,
May 6, 2002
(unaudited) 750,000    750       -      -    126,750              -     127,500

Issuance of
common stock
for services,
May 8, 2002
(unaudited) 225,000    225       -      -     26,775              -      27,000

Issuance of
common stock
for debt conversion,
May 8, 2002
(unaudited) 175,000    175       -      -     29,575              -      29,750

Issuance of
common stock
for services,
May 28, 2002
(unaudited) 100,000    100       -      -     14,900              -      15,000

Issuance of
common stock
for services,
May 31, 2002
(unaudited)1,000,000  1,000       -      -    209,000              -     210,000

Net loss
(unaudited)       -      -       -      -          -    (6,922,011)  (6,922,011)
          ----------  ------ ------ ------ ----------  -------------  ----------

Balance
Jun 30,2002
(un-
audited)  10,476,015 $10,476 236,500 $ 237 $10,756,517 $(11,268,372)  $(501,142)
          ========== ======= ======= ===== =========== =============  ==========


</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                         7
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                             For the Period
                                      For the Six Months
                                            Ended            From Inception
                                      June 30,    June 30,  (December 8, 2000)
                                        2002        2001    to June 30, 2002
                                     ------------ ---------- -------------------
<S>                                  <C>          <C>        <C>
CASH FLOW FROM OPERTING
 ACTIVITIES
Net loss                             $(6,922,011) $ (1,975) $       (11,268,872)
Adjustments to Reconcile Net Loss
  to Net Cash Used In Operating Activities:
    Issuance of stock for services      6,575,790         -            9,952,790
  E-Bait acquisition cost                                                700,000
  Depreciation expense                         85         -                  136
  Bad Debt Expense - stock receivable      64,000         -               64,000

Changes in Certain Assets and Liabilities:
  Increase in accounts receivable        (20,757)         -             (20,757)
  Increase in prepaid expenses and
    other current assets                  (3,819)         -              (4,519)
  Increase in accounts payable and
    accrued expenses                       34,872         -               95,736
  Increase in due to related parties      113,323         -              190,575
                                     ------------ ---------- -------------------
NET CASH USED IN OPERATING ACTIVITIES   (158,517)   (1,975)            (290,911)
                                     ------------ ---------- -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment            -         -              (1,023)
                                     ------------ ---------- -------------------
NET CASH USED IN INVESTING ACTIVITIES           -         -              (1,023)
                                     ------------ ---------- -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase/Decrease in bank overdraft        19,400          -              20,022
Repayments for notes payable -
   related parties                       (33,838)          -            (33,838)
Proceeds from notes payable -
   related parties                        172,955      1,975             305,750
                                     ------------ ---------- -------------------

NET CASH PROVIDED BY
  FINANCING ACTIVITIES                    158,517          -             291,934
                                     ------------ ---------- -------------------

NET INCREASE IN CASH AND
  CASH EQUIVALENTS                              -          -                   -
CASH AND CASH EQUIVALENTS - BEGINNING           -          -                   -
                                     ------------ ---------- -------------------
CASH AND CASH EQUIVALENTS - ENDING   $          - $        - $                 -
                                     ============ ========== ===================

</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                         8
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

                                                             For the Period
                                      For the Six Months
                                            Ended            From Inception
                                      June 30,    June 30,  (December 8, 2000)
                                        2002        2001    to June 30, 2002
                                     ----------- ---------- --------------------
<S>                                  <C>         <C>        <C>

CASH PAID DURING THE YEAR FOR:
Interest Expense                     $         - $        - $                  -
                                     =========== ========== ====================
Income Taxes                         $         - $        - $                  -
                                     =========== ========== ====================

NON-CASH ACTIVITIES:

Notes payable converted to
  common stock                       $    50,940 $        - $             50,940
                                     =========== ========== ====================
Promissory note converted to
  Series B Preferred stock           $   700,000 $        - $            700,000
                                     =========== ========== ====================

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                         9
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2002

NOTE 1 -    SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES


            Nature of Business
            ------------------

            The Company is involved in development and distribution of
            innovative products as a growing, world-wide food and
            trading company, with distribution and access to resources around
            the world.  The Company's core product line is soy and dairy based
            powdered milk products.  Currently, the Company's principal product
            is Pride & Joy, an infant formula.  The Company has other numerous
            products   in   various stages of development, patenting, and
            distribution.


            Basis of Presentation
            ---------------------

            The  accompanying  consolidated  financial    statements  have been
            prepared   in   accordance  with  accounting  principles  generally
            accepted   in   the   United   States   of America   for   interim
            financial information  and with the instructions to Form 10-QSB and
            Regulation  S-B. Accordingly,  they  do  not  include  all  of  the
            information and  notes  required by accounting principles generally
            accepted in the United States  of  America  for  complete financial
            statements.  The  accompanying  consolidated  financial  statements
            reflect all adjustments (consisting of normal recurring  accruals),
            which are, in the opinion of management, considered necessary for a
            fair presentation of the results for the interim periods presented.
            Operating  results  for  the  quarter  ended June 30, 2002 are  not
            necessarily indicative of the results that  may be expected for the
            fiscal year ending December 31, 2002.  These consolidated financial
            statements  should  be  read  in  conjunction  with   the   audited
            consolidated  financial   statements   included  in  the  Company's
            Annual Report on Form 10-KSB for the year ended December 31, 2001.

            The accompanying consolidated financial statements include the
            accounts of Barrington Foods International, Inc. (the "Company")
            formerly known as E-Bait, Inc. ("E-Bait"), incorporated under the
            laws of the State of California on February 4, 1999 and its wholly-
            owned  subsidiary, Barrington   International   Marketing, Inc.
            ("BIMI"), incorporated under the laws of the State of Nevada on
            December 8, 2000 (owned 100% by the Company).   The Company is
            currently a development stage enterprise under the provisions of
            Statement of Financial Accounting Standards ("SFAS") No. 7.

            All significant intercompany accounts and transactions have been
            eliminated in consolidation.

                                         10
<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTED TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2002


NOTE 1 -    SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
            (CONTINUED)

            Basis of Presentation (Continued)
            ---------------------------------
            The accompanying consolidated financial statements   have been
            Prepared in conformity with accounting principles generally
            Accepted in the United States of America, which contemplates
            continuation of the Company as a going concern.   As of June 30,
            2002, the Company has generated minimal revenue to date, has a
working
            capital deficit of $502,029 and is still in the development
            stage.   These factors raise substantial doubt about the Company's
            ability to   continue   as a going concern.   The accompanying
            consolidated financial statements do not include any adjustments
            relative to the recoverability and classification of asset carrying
            amounts or the amount and classification of liabilities that might
            result from the outcome of this uncertainty.   Management is
            currently initiating their business plan and in the process raising
            additional capital.   There can be no assurances that sufficient
            financing will be available on terms acceptable to the Company or
            at all.

            Recent Accounting Pronouncements
            --------------------------------
            In July 2001, the FASB   issued   SFAS No.  141   "Business
            Combinations."  SFAS No.  141 supersedes Accounting Principles
            Board ("APB") No. 16 and requires that any business combinations
            initiated after June 30, 2001 be accounted for as a purchase;
            therefore, eliminating the pooling-of-interest method defined in
            APB 16. The statement is effective for any business combination
            initiated after June 30, 2001 and shall apply to all business
            combinations accounted for by the purchase method for which the
            date  of  acquisition  is  July 1, 2001 or later.  The Company  has
            implemented this pronouncement  and has concluded that the adoption
            has no material impact to the financial statements.

            In July 2001, the FASB issued SFAS No. 142,  "Goodwill and Other
            Intangibles."  SFAS No. 142 addresses the initial recognition,
            measurement and amortization of intangible   assets acquired
            individually or with a group of other assets  (but not those
            acquired   in a business   combination) and   addresses   the
            amortization provisions for excess cost over fair value of net
            assets   acquired   or   intangibles   acquired   in a business
            combination.   The   statement is effective for fiscal years
            beginning after December 15, 2001, and is effective July 1, 2001
            for any intangibles acquired in a business combination initiated
            after   June   30,  2001.   The  Company   has   implemented   this
            pronouncement and  has  concluded that the adoption has no material
            impact to the financial statements.

                                         11
<PAGE>

                       BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2002


NOTE 1 -    SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
            (CONTINUED)

            Recent Accounting Pronouncements (Continued)
            --------------------------------------------
            In October 2001, the FASB recently   issued SFAS No.  143,
            "Accounting for Asset Retirement Obligations," which requires
            Companies to record the fair value of a liability for asset
            retirement obligations in the period in which they are incurred.
            The statement applies to a company's legal obligations associated
            with the retirement of a tangible long-lived asset that results
            from the acquisition, construction, and development or through
            the normal operation of a long-lived asset.  When a liability is
            initially recorded, the company would capitalize the cost,
            thereby increasing the carrying amount of the related asset. The
            capitalized asset retirement cost is depreciated over the life of
            the respective asset while the liability is accreted to its
            present value.  Upon settlement of the liability, the obligation
            is settled at its recorded amount or the company incurs a gain or
            loss. The statement is effective for fiscal years beginning after
            June 30, 2002. The Company does not expect the adoption to have a
            material impact to the Company's financial position or results of
            operations.

            In October 2001, the FASB issued SFAS No. 144,  "Accounting for
            the Impairment or Disposal of Long-Lived Assets".  Statement 144
            addresses the accounting and reporting for the impairment or
            disposal of long-lived assets.  The statement provides a single
            accounting model for long-lived assets to be disposed of. New
            criteria   must be met to classify the asset as an asset
            held-for-sale.  This statement also focuses on reporting the
            effects of a disposal of a segment of a business.  This statement
            is effective for fiscal years  beginning  after  December 15, 2001.
            The  Company has implemented this pronouncement and  has  concluded
            that  the   adoption  has  no  material  impact  to  the  financial
            statements.

            In April 2002, the FASB issued Statement No. 145, "Rescission of
            FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
            13, and Technical Corrections."  This Statement rescinds FASB
            Statement No. 4, "Reporting Gains and Losses from Extinguishment of
            Debt", and an amendment of that Statement, FASB Statement No. 64,
            "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements"
            and FASB Statement No. 44, "Accounting for Intangible Assets of
            Motor Carriers". This Statement amends FASB Statement No. 13,
            "Accounting for Leases", to eliminate an inconsistency between the
            required accounting for sale-leaseback transactions and the
            required accounting for certain lease modifications that have


            economic effects that are similar to sale-leaseback transactions.
            The Company does not expect the adoption to have a material impact
            to the Company's financial position or results of operations.


                                         12
<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTED TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2002


NOTE 2 -    RELATED PARTY TRANSACTIONS

            The Company has related party transactions with several directors,
            officers and employees of the Company for the three months ended
            March 31, 2002.  The details for due from related
            parties:

                                                     June 30,    December 31,
                                                        2002          2001
                                                    -----------   -----------
            a)Rendal Williams                       $   123,733   $         -
            b)Ellis Morris                               17,685        19,993
            c)Michael Kauffman                           22,500        15,000
            d)LeRoy Wilson                               10,852             -
              various                                    15,805        97,802
                                                     ----------   -----------
                                                    $   190,575   $   132,795
                                                    ===========   ===========

            a)As of June 30, the Company had a payable due to officer totaling
              $123,723, relating to accrued fees for the services performed.
            b)As of June 30, 2002, the Company had   a payable due to
              shareholder totaling  $17,685, relating to accrued fees for
              services performed.
            c)As of June 30, 2002, the Company had a payable due to officer
              totaling           $22,500 relating to accrued fees for services
              performed.
            d)As of June 30, 2002, the Company had a payable due to share
              holder totaling $10,852 relating to accrued fees for services.

            Related Party Stock Issuance

            The Company had various stock issuances to related parties.  See
      note 3.

                                         13
<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTED TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2002


NOTE 2 -    RELATED PARTY TRANSACTIONS(Continued)

            Notes Payable - Related Party

                                                          June 30  December 31,
                                                            2002         2001
                                                          ----------  ---------
               Officers/Contractors                       $   13,075  $   1,975
               Marcia Falk                                    19,993          -
               Christopher Carmen                                  -          -
               Ag Sales/Greg Taylor                          115,168          -
               Consultants                                     7,812          -
               Lyn Thomsen                                     3,961          -
               Stanley Peltz                                  10,000          -
               Other Stock Holders                            50,963          -
                                                           ---------  ---------
               Total                                       $ 220,972  $   1,975
                                                           =========  =========

            The above unsecured notes were made for working capital purposes.
            These notes are payable upon demand and bear interest at the rate
            of 7% to 10% per annum.  Since it is anticipated that the notes
            will be called, they are classified as short-term.  For the quarter
            ended June 30, 2002 and 2001, interest expense was $3,852 and
            $-0-, respectively.

                                         14
<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTED TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2002


NOTE 3 -    STOCKHOLDERS' DEFICIENCY

            Common stock
            The aggregate number of shares of common stock that the Company is
            authorized to issue is 100,000,000 shares at a par value of $0.001.
            As of June 30, 2002, 10,476,015 and 5,830,015 shares were issued and
            outstanding, respectively.

            Issuance of Shares for Services
            The Company retained the services of various individuals and
            entities for purposes of assisting the Company in its corporate and
            product development, in addition to legal fees to cover costs and
            expenses prior to its obtaining sufficient capital for operations.

             On January 24, 2002, the Company issued 200,000 shares of its
            restricted   common stock for services performed totaling $90,000,
            which was the fair value of the shares at date of issuance.

            On February 19, the Company issued 1,146,000 shares of common stock
            (restricted) for services totaling $148,980 which was the fair
            value of the shares at date of issuance.

            On March 8, 2002, the Company issued 550,000 shares of common stock
            (restricted) to persons/businesses for services totaling $93,500,
            which was the fair value of the shares at, date of issuance.

            On April 24, 2002, the Company issued 500,000 shares of its
            restricted common stock valued at $55,000, which was the fair value
            of the shares at date of issuance as compensation to officers and
            outside contractors.

            On May 6, 2002, the Company issued 750,000 shares of its restricted
            common stock valued at $127,500 which was the fair value of the
            shares at date of issuance as compensation to officers and outside
            contractors.

            On May 8, 2002, the Company issued   225,000   shares of its
            unrestricted common stock valued at $27,000, which was the fair
            value of the shares at date of issuance for services.

            On May 8, 2002, the Company issued 175,000 shares of its restricted
            common stock valued at $29,750, which was the fair value of the
            shares at date of issuance for a settlement of a promissory note to
            a stockholder/creditor.

            On   May 28, 2002, the   Company issued   100,000, shares of its
            unrestricted common stock valued at $15,000, which was the fair
            value of the shares at date of issuance for services.

            On   May 31, 2002, the Company issued 1,000,000 shares of its
            restricted common stock valued at $210,000, which was the fair
            value of the shares at date of issuance for services.

                                         15
<PAGE>

                           BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTED TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2002


NOTE 3 -    STOCKHOLDERS' DEFICIENCY (Continued)

            Contribution to Capital
            -----------------------
            The Company had contribution to capital totaling $104,000 as
            consideration for various expenses incurred.

            Preferred Stock- Series A
            -------------------------
            The Company is authorized to issue 1,000,000 shares of Preferred
            stock, Series A, at par value $0.001 with such terms as determined
            by the Board of Directors and the corporation prior to their
            issuance.  Each Series A Preferred share may be converted into one
            hundred (100) common shares upon approval by the Board of Directors
            of the Corporation.

            On January 5, 2002 the Company issued 96,500 in preferred stock,
            Serial A, to the Chairman and CEO for services and recognized
            $5,789,999 related expense.  As of March 31, 2002, 96,500 shares of
            Series A Preferred Stock are issued and outstanding.

            Preferred Stock- Series B
            -------------------------
            The Company is authorized to issue 1,000,000 shares of Series B
            Preferred stock, at par value of $0.001 with other terms as may be
            determined prior to their issuance by the Board of Directors.  Each
            Series B Preferred share may be converted into two (2) common
            shares upon approval by the Board of Directors.

            On January 9, 2002 the Company issued 140,000 shares of its Series
            B preferred stock to certain of the former shareholders of E-Bait,
            Inc. for the settlement of a promissory note totaling $700,00,
            which represented the consideration for the agreement and
            reorganization between E-Bait and BFI.
            As of March 31, 2002, 140,000 shares of Series B Preferred Stock
            are issued and outstanding.

            Preferred Stock-Series C
            ------------------------
            The Company is authorized to issue one million (1,000,000) shares
            of Series C Preferred stock, at par value of $0.001 with other
            terms as may be determined by the Board of Directors prior to their
            issuance.  As of March 31, 2002, no Series C Preferred stock is
            issued and outstanding.


NOTE 4 -    SUBSEQUENT EVENTS

            On July 19, 2002, the Company issued 1,320,000 shares of its
            restricted common stock for services valued at $118,800, which was
            the fair value of the shares at date of issuance.

            On July 31, 2002, the Company issued 150,000 shares of its
            restricted common stock for services valued at $9,000, which was
            the fair value of the shares at date of issuance.


                                         16
<PAGE>

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS

General
-------

BFII  is  a  start-up company that developed its initial business plan in 2001.
BFII commenced  sales in April 2002.  Compensation expense in the 2001 and 2002
is primarily attributable  to  issuances  of stock.  BFII had limited resources
for cash outlay in 2001 and the first two quarters  of  2002.  During the third
quarter  of 2002, BFII plans to engage in activities to raise  capital  through
both debt  and  equity  financing.  Management expects sales levels will be low
until the fourth quarter of 2002.

During the quarter and six  months  ended June 30, 2002, the Company incurred a
net loss of $6,922,511, or a loss of $0.88 per share.

The Company has a limited operating history  upon  which  an  evaluation of the
Company,  its current business and its prospects can be based.   The  Company's
prospects must be considered in light of the risks, uncertainties, expenses and
difficulties  frequently  encountered  by  companies  in  their early stages of
development.   Such  risks include, the company's inability to  anticipate  and
adapt to a developing  market,  the  failure  of  the company's infrastructure,
changes in laws that adversely affect the company's  business,  the  ability of
the  Company  to  manage  its  operations,  including the amount and timing  of
capital expenditures and other costs relating to the expansion of the company's
operations, the introduction and development  of  different  or  more extensive
communities by direct and indirect competitors of the Company, including  those
with greater financial, technical and marketing resources, the inability of the
Company  to  attract,  retain  and  motivate  qualified  personnel  and general
economic conditions.

The  Company  has  achieved no significant revenue or profits to date, and  the
Company anticipates  that  it  will  continue  to  incur  net  losses  for  the
foreseeable  future.   As  of  June  30,  2002,  the Company had an accumulated
deficit of $11,268,372.

The  Company expects that its operating expenses will  increase  significantly,
especially as it fine tunes its business plan.  To the extent that increases in
its operating expenses precede or are not subsequently followed by commensurate
increases  in  revenues,  or  that  the  Company  is unable to adjust operating
expense levels accordingly, the Company's business,  results  of operations and
financial condition would be materially and adversely affected.   There  can be
no assurances that the Company can achieve or sustain profitability or that the
Company's operating losses will not increase in the future.

The Company's independent auditor issued a Going Concern, in their Audit Report
for the the financial statements of December 31, 2001.  Without realization  of
additional capital, it would be unlikely for the Company to continue as a going
concern.   The  Company  plans  to  raise operating capital via debt and equity
offerings.   However,  there  is no assurances  that  such  offerings  will  be
successful or sufficient to fund  the  operations of the Company.  In the event
the  offerings are insufficient, the Company  has  not  formulated  a  plan  to
continue as a Going Concern.

Results of Operations
---------------------

As a developmental  stage  Company,  the Company generated no revenues from its
inception through March of 2002.  Limited sales began in April 2002.


                                         17
<PAGE>

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

Liquidity and Capital Resources
-------------------------------

On January 9, 2002 the Company issued  140,000 shares of its Series B preferred
stock to certain of the former shareholders  of E-Bait, Inc. for the settlement
of a promissory note totaling $700,000, which represented the consideration for
the agreement and reorganization between E-Bait and BFII.

On January 5, 2002 the Company issued 96,500 in preferred stock, Series A, to

the Chairman and CEO for services and recognized $5,789,999 related expense.
As of March 31, 2002, 96,500 shares of Series A Preferred Stock are issued and
outstanding.

The following issuances were valued at the fair market value of the common
stock on date of issuance:

On January 24, 2002 the Company issued 200,000  shares of its restricted common
stock for service performed totaling $90,000.

On February 19, 2002, the Company issued 1,146,000 shares of common stock
(restricted) to certain persons/businesses for services totaling $148,980.

On March 8, 2002, the Company issued 550,000 shares of common stock
(restricted) to persons/businesses for services totaling $93,500.

On April 24, 2002 the Company issued 500,000 shares  of  its  restricted common
stock  valued  at  $55,000  to  certain  officers  and  outside contractors  as
compensation for services performed.

On May 6, 2002 the Company issued 750,000 shares or its restricted common stock
valued  at  $127,500 to certain officers and outside contractors  for  services
performed.

On May 8, 2002, the Company issued   225,000   shares of its unrestricted
common stock valued at $27,000 for services.

On May 8, 2002, the Company issued 175,000 shares of its restricted common
stock valued at $29,750 for settlement of a promissory note to a stock
holder/creditor.

On May 8, 2002, the Company issued 500,000 shares of its restricted common
stock pursuant to a private placement.  At June 30, 2002 the stock will be
cancelled and not shown as issued or outstanding.

On   May 28, 2002, the Company issued 100,000, shares of its unrestricted
common stock valued at $15,000 for services.

On   May 31, 2002, the Company issued 1,000,000 shares of its restricted common

stock valued at $210,000 for services.

On July 19, 2002, the Company issued 1,320,000 shares of its restricted common
stock for services valued at $118,800.

On July 31, 2002, the Company issued 150,000 shares of its restricted common
stock for services valued at $9,000.

The Company has limited financial resources available, which has had an adverse
impact on the Company's liquidity, activities and operations.  These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. There is no assurance that the Company
will be able to raise sufficient funding to enhance the Company's financial
resources sufficiently to generate volume for the Company.


                                         18
<PAGE>

Employees
---------

The Company currently has five (5) employees.  Three of these individuals serve
as Officers of the Company.  The Company does not intend to add employees until
it starts generating revenues.


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

On August 6,  2001 BFII's common stock (under a prior name of e-Bait, Inc.) was
cleared for trading  on  the  OTC  Bulletin Board system under the symbol EBAI.
When BFII changed its name to the current  name, its trading symbol was changed
to BFII effective
December 10, 2001.  Trading of BFII's common stock began in late August 2001.

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

The Company has not yet adopted any policy regarding  payment of dividends.  No
dividends have been paid since inception.


                                         19
<PAGE>

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

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.

This   Form   10-QSB   contains  statements  that  constitute  "forward-looking
statements." These forward-looking  statements  can be identified by the use of
predictive, future-tense or forward-looking terminology,  such  as  "believes,"
"anticipates,"  "expects,"  "estimates,"  "plans,"  "may,"  "will,"  or similar
terms.  These statements appear in a number of places in this Registration  and
include statements  regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things: (i)
trends affecting the Company's financial condition or results of operations for
its limited history;  (ii)  the  Company's business and growth strategies; and,
(iii) the Company's financing plans.   Investors  are  cautioned  that any such
forward-looking statements are not guarantees of future performance and involve
significant  risks  and  uncertainties,  and  that  actual  results  may differ
materially  from those projected in the forward-looking statements as a  result
of various factors.   Factors  that  could  adversely affect actual results and
performance  include, among others, the Company's  limited  operating  history,
potential fluctuations  in quarterly operating results and expenses, government
regulation, technological change and competition.

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.


                                         20
<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

All common share values reflected in this Form 10QSB reflect a 1 for 10 reverse
stock split which took place on December 10, 2001.

ITEM 3.  Defaults upon Senior Securities

None.

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

During the quarter ended  March  31,  2002,  no  matters  were submitted to the
Company's security holders.

ITEM 5.  Other Information

None.


ITEM 6.  Exhibits and Reports on Form 8-K

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

EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  ---------------------------------------------------------------------
(1)      Certification of Chief Executive Officer



(b)  REPORTS ON FORM 8-K

Barrington filed a Current Report on Form 8-K dated August 29, 2001,
containing information pursuant to Item 5 ("Other Events") entitled
"Issuance of Dividend."

Barrington  filed  a Current Report on Form 8-K dated June 27, 2001, containing
information pursuant  to  Item  1  ("Changes in Control of Registrant"); Item 7
("Exhibits") entitled "Acquisition Agreement."  This Current Report on Form 8-K
was subsequently amended and filed on February 1, 2002.

Barrington filed a Current Report on  Form  8-K  dated May 13, 2002, containing
information pursuant to Item 5 ("Other Events") entitled  "Company disclosures"
and  Item 7 ("Exhibits") entitled "Articles of Incorporation,  as  amended  for
Barrington Foods International, Inc., dated December 5, 2001."


Barrington filed a report on Form 8-K August 19, 2002 to report a change in
certifying accountants.  Effective August 6, 2002 the Company decided to
replace Merdinger, Fruchter, Rosen & Company, P.C. which audited the Company's
financial statements for the fiscal years ended December 31, 2001, with
Stonefield Josephson, Inc ("Stonefield Josephson") to act as the Company's
independent certified public accountants. The reports of Merdinger, Fruchter,
Rosen & Company, P.C. for the fiscal year did not contain an adverse opinion,
or disclaimer of opinion and were not qualified or modified as to audit scope
or accounting principles. However, the report of Merdinger, Fruchter, Rosen &
Company, P.C. for the fiscal year was qualified with respect to uncertainty as
to the Company's ability to continue as a going concern.


During the two most recent fiscal years and subsequent interim period, the
Company did not consult with Stonefield Josephson regarding the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, or any matter that was the subject of a disagreement or a
reportable event as defined in the regulations of the Securities and Exchange
Commission.



                                   SIGNATURES

In accordance  with  Section  13  or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.  Date: August 13, 2002.


                             Barrington Foods International, Inc.
                             -----------------------------------
                                        Registrant

   By: /s/ Rendal Williams
   -----------------------
   Rendal Williams
   Chairman of the Board
   Chief Executive Officer
   Secretary/Treasurer

                                         21
<PAGE>