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

                               AMENDMENT NO 1 TO
                                  FORM 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended March 31, 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' Deficiency(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.....................21-22

Signatures.....................................................  22

Certification of Chief Executive Officer.......................  23

                                        2
<PAGE>


PART I. FINANCIAL INFORMATION
        ---------------------


The  unaudited  consolidated  financial  statements of registrant for the three
months  ended March 31, 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)

<TABLE>
<CAPTION>


                          CONSOLIDATED BALANCE SHEETS


                                                   March 31,     December 31,
                                                --------------   ------------
                                                     2002            2001
                                                --------------   ------------
<S>                                             <C> (unaudited)  <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                     $           -    $          -
  Prepaid expenses and other current assets               700             700
                                                -------------    ------------
    Total current assets                                  700             700

PROPERTY AND EQUIPMENT, net of accumulated
  depreciation of $136 and $51, respectively              887             972
                                                -------------     -----------
    TOTAL ASSETS                                $       1,587     $     1,672
                                                =============     ===========
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Bank overdraft                                $         167     $       622
  Accounts payable and accrued expenses                83,117          60,864
  Due to related parties                              125,662          77,252
  Notes payable - related parties                     138,368         132,795
  Promissory note                                           -         700,000
                                                -------------    ------------
    Total liabilities                                 347,314         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; 7,726,015 and
      5,830,015 shares issued and outstanding           7,726           5,830
  Additional paid-in capital                       10,302,016       3,370,670
  Deficit accumulated during development state    (10,655,706)     (4,346,361)
                                                -------------  --------------

    Total stockholders' deficiency                 (  345,727)     (  969,861)
                                                -------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY  $       1,587  $        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)


                                      For the Three Months   For the Period
                                            Ended            From Inception
                                      March 31,   March 31, (December 8, 2000)
                                        2002        2001    to March 31, 2002
                                     ----------- ---------- --------------------
<S>                                  <C>         <C>        <C>
REVENUE                              $         - $        - $                  -
                                     ----------- ---------- --------------------
OPERATING EXPENSES
  Depreciation and amortization               85          -                  136
  Consulting and professional fees     6,111,868          -            9,664,776
  E-Bait Acquisition Cost                      -          -              700,000
  Travel and entertainment                 2,400          -               28,026
  Rent expense                            11,346          -               25,480
  Product Development Cost                96,362          -               96,362
  Bad debt - stock receivable             64,000          -               64,000
  Other general and administrative
    expenses                               9,784          -               40,502
                                     ----------- ---------- --------------------
  Total operations expenses            6,295,845          -           10,619,282
                                     ----------- ---------- --------------------

LOSS FROM OPERATIONS                 (6,295,845)          -         (10,619,282)
                                     ----------- ---------- --------------------

OTHER EXPENSE
  Interest expense                      (13,500)          -             (36,424)
                                     ----------- ---------- --------------------
  Total Other Expense/Income            (13,500)          -             (36,424)
                                     ----------- ---------- --------------------

LOSS BEFORE PROVISION
  FOR INCOME TAXES                   (6,309,345)          -         (10,655,706)

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

NET LOSS                             $(6,309,345)$        - $       (10,655,706)
                                     =========== ========== ====================

NET LOSS FOR COMMON SHARE            $    (1.01) $        - $             (3.64)
Basic and diluted                    =========== ========== ====================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED   6,232,837  2,000,000            2,928,280
                                     =========== ========== ====================
</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

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

                                                         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)

Contributions
 to capital
 (unaudited)       -       -      -      -    111,000              -     111,000

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

Issuance of
 common stock
 for services,
 Feb 19,
 2002 (un-
 udited)   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 Promissory
 note of
 $700,000,
 on
 Jan 5,
 2002 (un-
audited)           -      - 140,000    140    699,860              -     700,000

Issuance of
 Series A
 Preferred
 stock for
 Services,
 on Jan 5,
 2002 (un-
audited)           -      -  96,500     97  5,789,902              -   5,789,999

Net loss
(unaudited)        -      -       -      -          -    (6,309,345) (6,309,345)
          ---------- ------ ------- ------ ----------  -------------  ----------

Balance
 Mar 31,
 2002 (un-
audited)  7,726,015 $7,726 236,500 $  237 $10,302,016 $(10,655,706)  $(345,727)
          ========= ====== ======= ====== =========== =============  ==========

</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 (UNAUDITED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                             For the Period
                                      For the Three Months
                                            Ended            From Inception
                                      March 31,   March 31, (December 8, 2000)
                                        2002        2001    to March 31, 2002
                                     ----------- ---------- --------------------
<S>                                  <C>         <C>        <C>
CASH FLOW FROM OPERTING ACTIVITIES
Net loss                             $(6,309,345)$        - $       (10,655,706)
Adjustments to Reconcile Net Loss
 to Net Cash Used In Operating
 Activities:
  Issuance of stock for services       6,128,481          -            9,504,981
  E-Bait acquisition cost                                                700,000
  Depreciation expense                        85          -                  136
  Bad Debt Expense                        64,000          -               64,000

Changes in Certain Assets and
 Liabilities:
  Increase in prepaid expenses
  and other current assets                     -          -                (700)
  Increase in accounts payable
  and accrued expenses                    22,251          -               83,115
  Increase in due to related parties      48,410          -              125,662
                                     ----------- ---------- --------------------
NET CASH USED IN OPERATING ACTIVITIES   (46,118)        (-)            (178,512)

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        (455)          -                  167
Repayments for notes payable -
  related parties                        (6,200)          -              (6,200)
Proceeds from notes payable -
  related parties                         52,773          -              185,568
                                     ----------- ---------- --------------------
NET CASH PROVIDED BY FINANCING
  ACTIVITIES                              46,118          -              179,535
                                     ----------- ---------- --------------------

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 (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

<S>                                  <C>         <C>        <C>

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

NON-CASH ACTIVITIES:

Notes payable converted to
  common stock                       $    41,000 $        - $             41,000
                                     =========== ========== ====================
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

                                MARCH 31, 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 Stated   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 March 31, 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)

                                MARCH 31, 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 March 31,
            2002, the Company has generated no revenue to date, has a working
            Capital deficiency of $346,614 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)

                                MARCH 31, 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)

                                MARCH 31, 2002


NOTE 2 -    RELATED PARTY TRANSACTIONS

            The Company had related party transactions with several directors,
            officers and employees of the Company for the three months ended
            March 31, 2002.  The Company's related party transactions are as
            follows:

            Due to Related Parties

                                                     March 31,    December 31,
                                                       2002          2001
                                                    -----------   -----------
            a)Rendal Williams                         $  97,467    $   70,567
            b)Ellis Morris                               11,985         6,685
            c)Michael Kauffman                            5,600             -
              Other                                      10,610             -
                                                    -----------    ----------
                                                      $ 125,662    $   77,252
                                                    ===========    ==========

            a)As of March 31, 2002,  the  Company had a payable due to officer
               totaling $97,467, relating to accrued fees for the services
               performed.

            b)As of March 31, 2002, the Company had a payable due to
               shareholder totaling  $11,985, relating to accrued fees for
               services performed.

            c)As of March 31, 2002, the Company had a payable due to officer
               totaling $5,600 relating to accrued fees for services performed.


                                        13
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTED TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                MARCH 31, 2002


NOTE 2 -    RELATED PARTY TRANSACTIONS(Continued)

            Notes Payable - Related Party

                                                           March 31,  December
                                                                         31,
                                                             2002       2001
                                                           --------- ----------
               Officers/Contractors                        $ 9,975   $        -
               Marcia Falk                                  19,993       19,993
               Christopher Carmen                            9,940       15,000
               Lyn Thomson                                   8,000        8,000
               Greg Taylor                                  39,751            -
               Consultants                                   8,812            -
               Other Stock Holders                          41,897       89,802
                                                         ---------    ---------
                                                         $ 138,368    $ 132,795
                                                         =========    =========

            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.

            Related Party Stock Issuance

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


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 March 31, 2002, 7,726,015 shares were issued and outstanding.



                                        14
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                MARCH 31, 2002


NOTE 3 -    STOCKHOLDERS' DEFICIENCY (Continued)

            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.

            Contribution to Capital
            The Company had contribution to capital totaling $111,000 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,
            Series A, to the Chairman and CEO for services and recognized
            $5,789,999 in related expense which was the fair value of the
            shares at date of issuance.
            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 preferred
            stock for the settlement of a promissory note with a face value of
            $700,000 made to former shareholders of E-Bait, Inc.  As of March
            31, 2002, 140,000 shares of Series B Preferred stock are issued and
            outstanding.

                                        15
<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                      MARCH 31, 2002

NOTE 3 -    STOCKHOLDERS' DEFICIT (Continued)

            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 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 8, 2002, the Company issued 500,000
            shares of its restricted common stock pursuant to a private
            placement.  At June 30, 2002 the stock was still in possession of
            the Company.

            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.

            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.  Accordingly, BFII had no revenue or cost

of goods sold in the quarter  ended  March  31,  2002.   BFII incurred expenses
related to administrative and organizational costs in the  quarter  ended March
31, 2002. Compensation expense in the quarter ended March 31, 2002 is primarily
attributable to issuances of stock.  BFII had limited resources for cash outlay
in 2001 and the first quarter of 2002.  During the second 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 third quarter of
2002.

During the quarter ended  March  31,  2002,  the Company incurred a net loss of
$6,309,345, or a loss of $1.01 per share which  consisted  mainly  professional
and consulting fees totaling $6,111,868.  Consulting fees consisted  of  mainly
the  cost  of stock issuance for service.  The Company does not have comparable
data for the quarter ended March 31, 2001.

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 revenues or profits  to  date,  and  the  Company
anticipates that  it  will  continue  to  incur  net losses for the foreseeable
future.   As  of  March  31, 2002, the Company had an  accumulated  deficit  of
$10,655,706.  The Company  has  a  working capital deficiency of $346,614 as of
March 31, 2002.

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 Opinion, in their
Audit  Report  for  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  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.

                                        17
<PAGE>

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

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

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

The  Company  is authorized to issue 100,000,000 shares of its $0.001 par value
common stock and  a total of 3,000,000 shares of its $0.001 par value Series A,
B and C preferred stock.

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 9, 2002, the Company issued 96,500 shares in preferred stock Series
A to the Chairman and CEO for services and recognized $5,789,999 in related
expenses.

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 was still in
possession of the Company.

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.


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.

                                        19
<PAGE>

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.

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
-------  ---------------------------------------------------------------------
(3)      ARTICLES OF INCORPORATION AND BY-LAWS

  3.1    Original California Articles of Incorporation of the Company (1)
  3.3    By-Laws (1)
  3.2    Nevada Articles of Incorporation (2)
  3.3.   Certificate of Amendment to the Articles of Incorporation (2)
  3.4    Articles of Merger of Domestic and Foreign Corporations Into
         E-Bait Incorporated (3)
  5      Consent of Attorney (1)
 23      Consent of Accountant (1)

(1) Previously filed as an exhibit to our registration statement on Form 10-SB
     (the "Registration Statement"), which was originally filed on February 2,
     2001, and incorporated herein by reference.

(2) Previously filed as an exhibit as a Current Report on Form 8-K, which
     was originally filed on May 13, 2002, and incorporated herein by
     reference.

                                        20
<PAGE>

(3)  Previously filed as an exhibit as a Current Report on Form 8-K, which

     was originally filed on June 27, 2001, and incorporated herein by
     reference.

(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 From 8-K dated 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>