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, 2003

[ ]  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)


5275 Arville Street, Suite 120, Las Vegas, NV                     89118
  (Address of principal executive offices)                      (Zip Code)


   Registrant's Phone: (702) 307-3810  Fax: (702) 307-3816


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 [ ]

As of September 22, 2003, the issuer had 50,012,837 shares of common stock
                   issued and outstanding.

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





                             -1-







                      TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.............................................3
         Condensed Balance Sheet (unaudited)..............................4
         Condensed Statements of Operations (unaudited)...................5
         Condensed Statement of Stock Holders' Deficit (unaudited)........6
         Condensed Statements of Cash Flows (unaudited)...................7
         Notes to Consolidated Financial Statements.......................8

Item 2.  Management's Plan of Operation...................................10

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................................11

Item 2.  Changes in Securities and Use of Proceeds........................11

Item 3.  Defaults upon Senior Securities..................................12

Item 4.  Submission of Matters to a Vote of Security Holders..............13

Item 5.  Other Information................................................14

Item 6.  Exhibits and Reports on Form 8-K.................................15

Signatures................................................................16

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 .........................17

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 302 ..........................18










                             -2-




PART I FINANCIAL INFORMATION



                     BARRINGTON FOODS INTERNATIONAL, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED BALANCE SHEET
                                (UNAUDITED)


                                    ASSETS

Current assets
 Cash                                                       $           --
 Accounts receivable, net                                              321
 Inventory                                                          26,528
                                                             ----------------
  Total current assets                                              26,849

Fixed assets, net                                                    8,409

Other assets                                                        10,483
                                                             ----------------

Total assets                                                $       45,741
                                                             ================
                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
 Bank overdraft                                             $       58,579
 Accounts payable and accrued liabilities                          291,562
 Due to related parties                                            508,825
 Other liability                                                   103,500
 Notes payable - related parties                                   319,307
                                                             ----------------
  Total current liabilities                                      1,281,773
                                                             ----------------

Total liabilities                                                1,281,773

Commitments and contingencies                                           --

Stockholders' deficit
 Preferred stock - Series A; $0.001 par value; 1,000,000 shares
  authorized; 112,500 shares issued and outstanding                    113
 Preferred stock - Series B; $0.001 par value; 1,000,000 shares
  authorized; 140,000 shares issued and outstanding                    140
 Preferred stock - Series C; $0.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding                          --
 Common stock; $0.001 par value; 100,000,000 shares
  authorized; 42,127,111 shares issued and outstanding              42,127
 Additional paid-in capital                                     13,588,120
 Other receivable                                                 (149,940)
 Accumulated deficit during development stage                  (14,716,592)
                                                             ----------------
  Total stockholders' deficit                                   (1,236,032)
                                                             ----------------

Total liabilities and stockholders' deficit                 $       45,741
                                                             ================


          See Accompanying Notes to Condensed Financial Statements




                             -3-





                     BARRINGTON FOODS INTERNATIONAL, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                      December 8, 2000
                                            Three months ended June 30,    Six months ended June 30,   (Inception)
                                                                                                         through
                                                  2003           2002           2003           2002    June 30, 2003
                                           -------------  -------------  -------------  -------------  --------------
<S>                                               <C>            <C>            <C>            <C>            <C>

Revenue                                    $        145   $     21,025   $      8,226   $     21,025   $     81,682

Cost of revenue                                  12,287         27,261         20,075         27,261        103,640
                                           -------------  -------------  -------------  -------------  --------------

Gross loss                                      (12,142)        (6,236)       (11,849)        (6,236)       (21,958)

Operating expenses
  Depreciation                                    1,137             --          2,223             85          4,614
  Consulting and professional fees              959,829      5,782,295      1,471,162      6,658,593     12,782,857
  Product development costs                          --         96,362             --         96,362         37,370
  Other general and administrative expenses      35,214         89,513        280,751        113,043        758,039
                                           -------------  -------------  -------------  -------------  --------------

    Total operating expenses                    996,180      5,968,170      1,754,136      6,868,083     13,582,880
                                           -------------  -------------  -------------  -------------  --------------

Loss from operations                         (1,008,322)    (5,974,406)    (1,765,985)    (6,874,319)   (13,604,838)

Other expenses
  E-Bait acquisition cost                            --             --             --             --        700,000
  Interest expense                               82,500         34,192        132,149         47,692        254,754
  Impairment of intangible asset                     --             --             --             --        157,000
                                           -------------  -------------  -------------  -------------  --------------

Loss before provision for income taxes       (1,090,822)    (6,008,598)    (1,898,134)    (6,922,011)   (14,716,592)

Provision for income taxes                           --             --             --             --             --
                                           -------------  -------------  -------------  -------------  --------------

Net loss                                   $ (1,090,822)  $ (6,008,598)  $ (1,898,134)  $ (6,922,011)  $(14,716,592)
                                           =============  =============  =============  =============  ==============

Basic and diluted loss per common share    $      (0.03)  $      (0.64)  $      (0.06)  $      (0.89)  $      (1.67)
                                           =============  =============  =============  =============  ==============
Basic and diluted weighted average
  common shares outstanding                  39,310,012      9,473,268     31,725,534      7,862,004      8,852,986
					   =============  =============  =============  =============  ==============

</TABLE>


          See Accompanying Notes to Condensed Financial Statements




                             -4-





                     BARRINGTON FOODS INTERNATIONAL, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                           Accumulated
                                                                                                             Deficit      Total
                               Preferred      Preferred                            Additional                During      Stock-
                               A Series       B Series          Common Stock        Paid-In     Other      Development   holders'
                            Shares  Amount  Shares   Amount   Shares     Amount     Capital    Receivable    Stage       Deficit
                           -------- ------ -------- ------- ----------- -------- ------------- ----------  -----------  ----------
<S>                          <C>     <C>     <C>     <C>         <C>       <C>           <C>         <C>       <C>          <C>

Balance December 31, 2002   96,500  $  97  140,000  $  140  19,882,717  $ 19,883 $ 11,729,930  $ (2,750) $(12,818,458)$(1,071,158)


Issuance of preferred A
series stock for services,
$7.00                       80,000     80       --      --          --        --      559,920        --            --     560,000

Issuance of common stock
for cash, $0.09                 --     --       --      --     137,679       138       12,012        --            --      12,150

Issuance of common stock in
satisfaction of due to
related parties, weighted
average price of $0.11          --     --       --      --   1,441,429     1,441      163,059        --            --     164,500

Issuance of common stock for
interest on notes
payable, weighted average
price of $0.09                  --     --       --      --   1,090,000     1,090       95,310        --            --      96,400

Issuance of common stock in
satisfaction of other
liabilities, weighted average
price of $0.06                  --     --       --      --   1,303,286     1,303       70,897        --            --      72,200

Issuance of common stock for
other receivable
related to redemption of
preferred stock, $0.10          --     --       --      --   1,514,000     1,514      148,426  (149,940)           --          --

Issuance of common stock for
services, weighted
average price of $0.08
                                --     --       --      --  10,358,000    10,358      814,902        --            --     825,260

Receipt of cash for other
receivable                      --     --       --      --          --        --           --     2,750            --       2,750

Conversion of preferred A
series stock into common
stock                      (64,000)  (64)       --      --   6,400,000     6,400      (6,336)        --            --          --

Net loss
                                --     --       --      --          --        --           --        --    (1,898,134) (1,898,134)
                           -------- ------ -------- ------- ----------- -------- ------------- ----------  -----------   ---------
Balance June 30, 2003      112,500  $ 113  140,000  $  140  42,127,111  $ 42,127 $ 13,588,120 $(149,940) $(14,716,592)$(1,236,032)
                           ======== ====== ======== ======= =========== ======== ============= ==========  ===========   =========



</TABLE>

          See Accompanying Notes to Condensed Financial Statements




                             -5-





                     BARRINGTON FOODS INTERNATIONAL, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                       December 8, 2000
                                                           Six months ended June 30,     (Inception)
                                                                                            Through
                                                                2003          2002       June 30, 2003
                                                         --------------  ------------   -----------------
<S>                                                             <C>           <C>              <C>

Cash flows from operating activities:
  Net loss                                               $ (1,898,134)   (6,922,011)     (14,716,592)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
    Stock based compensation                                1,481,660     6,575,790       12,146,210
    E-bait acquisition costs                                       --            --          700,000
    Depreciation                                                2,223            85            4,614
    Impairment of intangible assets                                --            --          157,000
    Bad debt expense on other receivable                           --        64,000           37,500
  Changes in operating assets and liabilities
    Change in accounts receivable                               9,964       (20,757)            (321)
    Change in inventory                                         1,179            --          (26,528)
    Change in prepaid expenses and other
  current assets                                                   --        (3,819)              --
    Change in other assets                                        700            --          (10,483)
    Change in bank overdraft                                   58,579        19,400           58,579
    Change in accounts payable and accrued liabilities         22,712        34,872          291,562
    Change in other liabilities                               100,000            --          175,700
                                                         --------------  ------------   -----------------
       Net cash used by operating activities                 (221,117)     (252,440)      (1,182,759)

Cash flows from investing activities:
  Purchase of fixed assets                                         --            --           (1,023)
                                                         --------------  ------------   -----------------
       Net cash used in investing activities                       --            --           (1,023)


Cash flows from financing activities
  Change in due to related parties                            181,714       113,323          588,825
  Proceeds from notes payable-related parties                  37,000       172,955          455,211
  Principal payments on notes payable-related parties         (15,000)      (33,838)        (104,274)
  Proceeds from sale of common stock                           12,150            --          241,270
  Change in other receivable                                    2,750            --            2,750
                                                         --------------  ------------   -----------------
       Net cash provided by financing activities              218,614       252,440        1,183,782

Net change in cash                                             (2,503)           --               --

Beginning cash balance                                          2,503            --               --
                                                         --------------  ------------   -----------------

Ending cash balance                                         $      --     $      --       $       --

                                                         ==============  ============   =================
Supplemental disclosure of cash flow:
  Cash paid for interest                                    $      --     $      --       $       --
                                                         ==============  ============   =================
  Cash paid for income taxes                                $      --     $      --       $       --
                                                         ==============  ============   =================

Schedule of non-cash investing and financing activities
  Issuance of 140,000 shares of preferred B series
    stock in satisfaction of note payable                   $      --     $ 700,000       $  700,000
  Issuance of 175,000 shares of common stock in          ==============  ============   =================
    satisfaction of note payable                            $      --     $  29,750       $   29,750
  Issuance of 1,441,429 shares of common stock in        ==============  ============   =================
    satisfaction of due to related parties                  $ 164,500     $      --       $  164,500
  Issuance of 1,303,286 shares of common stock in        ==============  ============   =================
    satisfaction of other liabilities                       $  72,200     $      --       $   72,200
  Issuance of 1,514,000 shares of common stock for other ==============  ============   =================
    receivable related to redemption of preferred stock     $ 149,940            --          149,940
                                                         ==============  ============   =================

</TABLE>


          See Accompanying Notes to Condensed Financial Statements





                             -6-





               BARRINGTON FOODS INTERNATIONAL, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED FINANCIAL STATEMENTS
                            (UNAUDITED)


1.BASIS OF PRESENTATION

  The  accompanying unaudited condensed financial  statements  have
  been   prepared  in  accordance  with  Securities  and   Exchange
  Commission   requirements  for  interim   financial   statements.
  Therefore,  they  do  not  include all  of  the  information  and
  footnotes  required  by accounting principles generally  accepted
  in  the  United  States for complete financial  statements.   The
  financial statements should be read in conjunction with the  Form
  10-KSB  for the year ended December 31, 2002 of Barrington  Foods
  International, Inc. (the "Company").

  The  interim  financial statements present the condensed  balance
  sheet,  statements of operations, stockholders' deficit and  cash
  flows  of  Barrington Foods International,  Inc.   The  financial
  statements  have  been  prepared in  accordance  with  accounting
  principles generally accepted in the United States.

  The  interim financial information is unaudited.  In the  opinion
  of  management, all adjustments necessary to present  fairly  the
  financial  position of the Company as of June 30,  2003  and  the
  results  of operations and cash flows presented herein have  been
  included  in the financial statements.  Interim results  are  not
  necessarily  indicative  of results of operations  for  the  full
  year.

  The  preparation  of  financial  statements  in  conformity  with
  accounting  principles generally accepted in  the  United  States
  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  revenues
  and  expenses  during the reporting period. Actual results  could
  differ from those estimates.

2.EMPLOYEE STOCK BASED COMPENSATION

  The  Company applies Accounting Principles Board ("APB")  Opinion
  No.  25,  Accounting for Stock Issued to Employees,  and  Related
  Interpretations,  in  accounting  for  stock  options  issued  to
  employees.   Under  APB  No. 25, employee  compensation  cost  is
  recognized when estimated fair value of the underlying  stock  on
  date  of  the  grant exceeds exercise price of the stock  option.
  For  stock  options  and  warrants issued to  non-employees,  the
  Company  applies  Statement  of  Financial  Accounting  Standards
  ("SFAS") No. 123, Accounting for Stock-Based Compensation,  which
  requires  the  recognition of compensation cost  based  upon  the
  fair  value  of stock options at the grant date using the  Black-
  Scholes option pricing model.

  The  Company issued no stock and granted no warrants  or  options
  to  employees for compensation for the six months ended June  30,
  2003  and  2002,  and  for  the  period  from  December  8,  2000
  (Inception) through June 30, 2003.

  In  December  2002,  the  Financial  Accounting  Standards  Board
  issued  SFAS  No. 148, "Accounting for Stock-Based  Compensation-
  Transition  and  Disclosure". SFAS No. 148 amends the  transition
  and  disclosure  provisions  of SFAS  No.  123.  The  Company  is
  currently  evaluating SFAS No. 148 to determine if it will  adopt
  SFAS  No.  123  to account for employee stock options  using  the
  fair  value method and, if so, when to begin transition  to  that
  method.

3.RESTRICTED CERTIFICATE OF DEPOSIT, NET

  During  October  2002,  the  Company  received  a  loan  totaling
  $1,000,000  from an unaffiliated company ("Lender").  The  Lender
  required  the  Company to deposit these funds into a  certificate
  of  deposit  ("CD")  with  a foreign  bank,  which  was  used  as
  security  for the $1,000,000 loan.  The Company does not  receive
  interest  earned  by  the  CD and is  required  to  make  monthly
  payments  of  interest-only totaling $2,000.  As the  Company  is
  restricted  from the use of these funds and will not receive  any
  future   benefit,  the  balance  totaling  $1,010,096,  including
  interest  earned of $10,096, has been reported net  of  the  loan
  balance  totaling  $1,010,096 as  of  December  31,  2002.    The
  Company  entered  into  this agreement  to  assist  in  obtaining
  future  credit.   During February 2003 the CD was surrendered  in
  satisfaction of the loan.




                             -7-





               BARRINGTON FOODS INTERNATIONAL, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED FINANCIAL STATEMENTS
                            (UNAUDITED)


4.   OTHER LIABILITIES

  During April 2003, the Company received $100,000 in exchange  for
  an  agreement  to issue 3,000,000 shares of the Company's  common
  stock.   The Company recorded a liability for the unissued shares
  which   is  reflected  as  part  of  other  liabilities  totaling
  $103,500.

5.   RELATED PARTY TRANSACTIONS

  Accounts  payable - related parties - As of June  30,  2003,  the
  Company had accounts payable balances due to stockholders of  the
  Company totaling $78,748.

  Due  to  related parties - Due to related parties consist of  the
  following as of December 31, 2002:

     Unpaid compensation to directors, officers, and affiliates   $ 354,077
     Reimbursable expenses to directors, officers, and affiliates    78,748
     Unissued stock to stockholders for services                     27,000
     Unissued stock to stockholder for other                         49,000
                                                                  ----------
                                                                   $508,825

  The  above  due  to  related parties are unsecured,  non-interest
  bearing, and due on demand.

  During  January 2003, the Company issued 791,429 shares of common
  stock   in  satisfaction  of  due  to  related  parties  totaling
  $80,000.

  During  March 2003, the Company issued 650,000 shares  of  common
  stock   in  satisfaction  of  due  to  related  parties  totaling
  $84,500. During March 2003, an officer and stockholder of the Company
converted 64,000 shares of preferred A series stock into 6,400,000
shares of common stock.

  Other  receivable - In January 2003, the Company issued 1,038,000
  shares  of  restricted common stock pursuant to redeeming  23,800
  shares  of  preferred B series stock held by certain stockholders
  valued  at  $119,000.   In May 2003, the Company  issued  476,000
  shares  of  restricted common stock pursuant to  redeeming  7,000
  shares  of  preferred B series stock held by certain stockholders
  valued  at  $30,940.   The Company recorded the  transactions  as
  other receivables due to the fact that the preferred shares  have
  not been returned by the stockholders as of June 30, 2003.

6.GOING CONCERN

  The  accompanying financial statements have been  prepared  on  a
  going  concern  basis,  which  contemplates  the  realization  of
  assets  and the satisfaction of liabilities in the normal  course
  of  business.  The Company is in the development  stage,  has  no
  significant  operating  revenue  and  incurred  a  net  loss   of
  approximately $1,898,000 for the six months ended June 30,  2003.
  The Company is in the third year of product development, with  an
  accumulated  loss  during the development stage of  approximately
  $14,717,000.

  These  conditions  give  rise  to  substantial  doubt  about  the
  Company's   ability  to  continue  as  a  going  concern.   These
  financial statements do not include adjustments relating  to  the
  recoverability  and classification of reported asset  amounts  or
  the  amount  and  classification of  liabilities  that  might  be
  necessary  should the Company be unable to continue  as  a  going
  concern.  The  Company's  continuation  as  a  going  concern  is
  dependent  upon  its  ability to obtain additional  financing  or
  sale  of  its  common stock as may be required and ultimately  to
  attain profitability.

  The  Company plans to raise operating capital via debt and equity
  offerings  in  order to market and sale their  product.  However,
  there  are  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.




                             -8-




               BARRINGTON FOODS INTERNATIONAL, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED FINANCIAL STATEMENTS
                            (UNAUDITED)


7.SUBSEQUENT EVENTS

  Issuance of common stock - During August 2003 the Company  issued
  250,000 shares of common stock valued at $5,000 for cash.

  During  August 2003 the Company issued 6,456,976 shares of common
  stock valued at $144,759 for services.

  During  August 2003 the Company issued 908,750 shares  of  common
  stock valued at $18,185 as payment of interest on  notes payable-
  related parties.

  During  September  2003  the Company  issued  270,000  shares  of
  common stock valued at $2,700 for services.























                             -9-




ITEM 2 MANAGEMENT'S PLAN OF OPERATION

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.










                             -10-





GENERAL

Barrington Foods International, Inc. is in the business of producing and
distributing various food products to customers world wide. The
Company's primary products are a line of soy based powdered milk
products, including an infant formula. Other products include a line of
protein drinks and juice crystals, toothpastes, soaps, shampoos, and
commodities such as bulk coffee and sugar. The Company plans on
developing other products when both short term and long term funding
allow. Presently, the Company has not engaged in any research and
development during this quarter.

The focus market for the Company's products are developing nations
worldwide. The Company believes that, given the fact that 70% of the
world's population is lactose intolerant, its soy based powdered milk
products can become staples for developing countries. Further, the
Company believes that its products, in powdered form, are suitable to
shipping and long term storage without the need for refrigeration, which
many developing countries do not have. The Company believes that soy
based products provide many nutritional benefits, such as lowering
cholesterol, and are attractive to large segments of not only the
developing world, but all developed nations.

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. The Company incurred a net loss of
approximately $1,898,000 for the six months ended June 30, 2003. The
Company is in the third year of product development, with an accumulated
loss during the development stage of approximately $14,717,000.

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.

Since its inception the Company has had limited resources for operating
capital, and has relied heavily on debt and equity financing. The
Company is currently in negotiations to close a major financing
agreement that it previously reported on Form 10-QSB, for the quarter
ended March 31, 2003, to close on June 30, 2003. However, negotiations
are ongoing and the funding agreement has not yet closed. The Company
expects to close this agreement during the next quarter, and will report
results on either the next Quarterly report or on a Current Report on
Form 8-K, as events warrant.





                             -11-




Management  determined  it necessary  to raise a  minimum  of $720,000
available cash to continue  operations for the twelve months beginning
April 2003. In April 2003 the first $100,000 was contributed by a
stockholder in a purchase of 3,000,000 restricted shares of common stock.
As of the date of this filing, the 3,000,000 shares have not been issued
and have been reflected as part of other liabilities totaling $103,500.
Management expects sales levels will consistently increase through the
fourth quarter of 2003 and continue into 2004.

The Company's  independent  auditor issued an explanatory  paragraph as
to their substantial doubt as to the Company's ability to continue as a
going concern, in their Audit Report for the financial  statements  of
December 31, 2002. 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 are 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
and continued through June, 2003.

In September 2002, the Company completed its first sale in Latin
America.  Based upon contacts with distributors in the region it is reasonably
anticipated that increasing,  sales will be achieved in the fourth  quarter
2003 and beyond.  The Company  is  currently  completing   negotiations  with
two  domestic national retailers to distribute BFII products.  Final
arrangements are being made to set up products exhibits and sampling (tasting)
in select stores of those retailers in the third quarter of 2003. However,
developing this relationship is contingent upon the Company acquiring adequate
short and long term funding to manufacture and sell its products.

The Company is negotiating an alliance with a distributor in Southeast  Asia.
The Company and the distributor are planning to form a joint venture whereby
the Company's products would be shipped for distribution and sale to
countries including Viet Nam, and its joint venture partner's products,
including soups, coffee and jack fruit, would be exported to the United
States for sale by the Company. Execution of this strategy is still in
development and also contingent upon the Company acquiring adequate
financing.

Although  the Company has  achieved  very limited  sales in the first
and second  quarters of  2003, various activities occurred which moved
the Company towards its objectives.  The activities  include market
development,  and creation of vendor/customer  relationships.  The staff
and  consultants  continued to move forward with positive results.  The
quarter's activities were financed primarily through advances from related
parties and sales of restricted stock.  Management will continue to obtain
short term bridge financing  through sale of restricted
stock and  advances  from related  parties  until a major  funding
agreement is completed.




                             -12-




LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2003, the Company had unpaid compensation to directors,
officers and affiliates in the sum
of $354,077 and reimbursable expenses to directors, officers and
affiliates of $78,748.

The Company also had obligations to issue stock to shareholders for
services of 27,700 shares and to another shareholder for 49,000 shares.
The above due to related parties are unsecured, non-interest bearing,
and due on demand.

During January 2003, the Company issued 791,429 shares of common stock
in satisfaction of due to related parties totaling $80,000.

During March 2003, the Company issued 650,000 shares of common stock in
satisfaction of due to related parties totaling $84,500.

Other receivable - In January 2003, the Company issued 1,038,000 shares
of restricted common stock pursuant to redeeming 23,800 shares of
preferred B series stock held by certain stockholders valued at
$119,000.

In May 2003, the Company issued 476,000 shares of restricted common
stock pursuant to redeeming 7,000 shares of preferred B series stock
held by certain stockholders valued at $30,940.  The Company recorded
the transactions as other receivables due to the fact that the preferred
shares have not been returned by the stockholders as of June 30, 2003.

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 commence
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  adequate  business
volume for the Company to become profitable.

EMPLOYEES

The Company  currently  has ten (10)  employees of which two are
officers of the Company. The employees serve in administrative and selling
functions.

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.




                             -13-




DIVIDEND POLICY

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


CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within the 90 days prior to June 30, 2003, the Company carried out an
evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's  President and Chief Financial Officer. Based upon that evaluation,
they concluded that the Company's disclosure  controls and  procedures  are
effective in gathering, analyzing and disclosing  information needed to
satisfy the Company's  disclosure obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

There were no significant  changes in the Company's  internal controls
or in its factors that could  significantly  affect those  controls  since the
most recent evaluation of such controls.

CRITICAL ACCOUNTING POLICIES

The U.S.  Securities and Exchange  Commission  ("SEC") recently issued
Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE
ABOUT CRITICAL ACCOUNTING  POLICIES"  ("FRR  60"),   suggesting  companies
provide additional disclosure and commentary on their most critical accounting
policies. In FRR 60, the SEC defined the most critical  accounting policies as
the ones that are most important to the  portrayal of a company's  financial
condition  and operating results,  and  require  management  to make its most
difficult  and subjective judgments,  often as a result of the need to make
estimates of matters that are inherently  uncertain.  Based on this
definition,  our most critical accounting policies  include:  non-cash
compensation  valuation  which  affects the total expenses reported in the
current period. The methods, estimates and judgments we use in applying
these most  critical  accounting  policies  have a significant impact on the
results we report in our financial statements.


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

In March 2003, an officer and stockholder of the Company
converted 64,000 shares of preferred A series stock into 6,400,000
shares of common stock.

In April 2003,  the Company  issued  2,560,000  shares of common stock
valued at $179,500 for services rendered.

In April 2003, the Company  issued 80,000 shares of Series A preferred
stock to certain officers for services rendered. The stock is convertible to
common stock at a ratio of 100:1 and is valued at $560,000.

In May 2003, the Company issued 800,000 shares of restricted common
stock valued at $64,000 as payment of interest on a promissory note payable.

In May 2003, the Company issued 50,000 shares of restricted  common
stock valued at $4,000 for services rendered.

In May 2003, the Company  issued  476,000  shares of restricted  common
stock to replace  238,000 shares or unrestricted  stock  transferred by a
stock holder to other stock holders pursuant to an agreement to redeem 7,000
shares of preferred stock valued at $30,940.

In June, 2003,  the Company  issued  2,300,000  shares of common stock
valued at $140,000 for services to be rendered.

 In August 2003, the Company  issued
  250,000 shares of common stock valued at $5,000 for cash.

  In  August 2003 the Company issued 6,456,976 shares of common
  stock valued at $144,759 for services.

  In  August 2003 the Company issued 908,750 shares  of  common
  stock valued at $18,185 as payment of interest on  notes payable-
  related parties.

  In  September  2003  the Company  issued  270,000  shares  of
  common stock valued at $2,700 for services.




                             -14-




ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter  ended  June 30,  2003,  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

On September 3, 2003, the Company filed a Form 8-K current report to
clarify where its principal executive offices are located, as the
address of record in the Company's SEC file is not current.

























                             -15-






                           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: September 22, 2003.


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

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





















                             -16-








                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Barrington Foods
International,  Inc. (the "Company") on Form 10-QSB for the period ended June
30, 2003 as filed with the Securities and Exchange  Commission on the date
hereof (the "Report"),  each of the undersigned,  in the capacities and on the
dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:

1. The Report fully complies with the  requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all
material respects, the financial condition and results of operation of the
Company.

By: /s/ Rendal Williams                       Date September 22, 2003
    ------------------------
    Rendal Williams
    Chief Executive Officer
    Chief Financial Officer































                             -17-





                                  CERTIFICATION
                             PURSUANT TO SECTION 302

I, Rendal Williams, certify that:

1.   I have reviewed this  quarterly  report on Form 10-QSB of
Barrington  Foods  International, Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements  made, in light of the  circumstances  under
which such statements  were made, not misleading with respect to the period
covered by this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other
financial information  included  in this  quarterly  report,  fairly  present
in all material respects the financial  condition,  results of operations
and cash flows of the  registrant  as of, and for,  the  periods  presented
in this quarterly report;

4.   The  registrant's  other  certifying  officers  and I are
responsible  for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to
ensure  that  material  information  relating  to  the  registrant,
including  its consolidated subsidiaries,  is made known to us by others
within those entities,  particularly  during  the  period in which  this
quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions
about  the effectiveness  of the disclosure  controls and procedures
based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,
based on our most recent  evaluation,  to the  registrant's  auditors and
the audit committee of  registrant's  board of directors (or persons
performing  the equivalent function):

     a)   all  significant  deficiencies  in the design or operation of
internal controls  which could  adversely  affect the  registrant's
ability to record,  process,   summarize  and  report  financial  data
and  have identified for the  registrant's  auditors any material
weaknesses in internal controls; and

     b)   any fraud, whether or not material,  that involves management
or other employees who have a  significant  role in the  registrant's
internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated
in this quarterly report whether or not there were significant  changes in
internal controls  or in other  factors  that could  significantly  affect
internal controls  subsequent to the date of our most recent  evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


Date: September 22, 2003                      By: /s/ Rendal Williams
                                                 -------------------
                                                 Chief Executive Officer
                                                 Chief Financial Officer




                             -18-