UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.   20549


                             FORM 10-QSB
              Quarterly Report Under Section 13 or 15(d)
                of the Securities Exchange Act of 1934.


For the quarter ended September 30, 2001
Commission file number: 000-31042


                                        E-BAIT, Inc.
                (Exact name of registrant as specified in its charter)





California                                          33-0843633
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

2279 Segundo Ct, #4
Pleasanton, California	                               94588
(Address of principal executive offices)            (Zip Code)


                                   (925) 462-6280
                   Registrant's telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for 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 30, 2001, there were ________ shares of common stock
outstanding.


                                    E-BAIT, INC.
                              FOR THE QUARTER ENDED
                               SEPTEMBER 30, 2001

                                       INDEX

PART I - FINANCIAL INFORMATION                                Page No.

Item 1.  Financial Statements

         Balance Sheet - September 30, 2001                      3

         Statements of Operations for the three months and
         nine months ended September 30, 2001 and 2000           4

         Statements of Cash Flows for the nine months
         Ended September 30, 2001 and 2001                       5

         Notes to financial statements                          6-9

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operation          10-17

         Selected Pro Forma Financial Data                     10-11

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                   18

Item 2.     Changes in Securities                               18

Item 3.     Defaults by the Company upon its
            Senior Securities                                   18

Item 4.     Submission of Matter to a Vote of
            Security Holders                                    18

Item 5.     Other Information                                   18

Item 6.     Exhibits and Reports of Form 8-K                    18

SIGNATURES                                                      18

                                    E-BAIT, INC.
                         (A Development Stage Enterprise)
                                   BALANCE SHEET
                                     (UNAUDITED)

                          PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
                                     (UNAUDITED)

       ASSETS
CURRENT ASSETS
Cash                                                         $  170
Equipment, less accumulated depreciation of $4,696            3,026
Computer software, less accumulated depreciation of $8,042    6,958
                                                             ------
Total current assets                                        $10,154
                                                            =======

      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable and accrued expenses                   $ 1,100
Note payable to officer                                       6,000
Accrued interest payable to officer                             173
                                                              -----
Total liabilities                                             7,273
                                                              -----
STOCKHOLDERS' EQUITY
Common stock                                                      -
Additional paid-in capital                                  1,014,668
Deficit accumulated during the development stage           (1,011,787)
                                                           ----------
Total stockholders' equity                                     2,881
                                                           ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $  10,154
                                                           ==========





                                          E-BAIT, INC.
                                   STATEMENTS OF OPERATIONS
                                          (UNAUDITED)
                                                            February 4,
                                                              1999
                                                           (inception)
                   Three Months Ended   Nine Months Ended   Through
                      September 30,      September 30,    September 30,
                       2001   2000         2001   2000         2001
                       -----  -----        -----  -----      ----------
Commission revenue     $592   $147         $1011  $315         $1470

Operating expenses:
Stock based compensation
Organization costs and
  services               -      -             -     -         881,000
  Website development
  costs                  -      -             -     -          20,000
  General and
   administrative    8,078  8,705        27,573 26,632        114,252
Total operating
   expenses          8,078  8,705        27,573 (26,632)    1,015,252
                     -----  -----        ------  ------     ---------
Loss from operations (7486) (8558)       (26562) (26317)   (1,013,782)

Interest income          -      -            -     642           2640
Interest expense     (120)      -         (173)      -          (173)
Net loss before
  income taxes      (7606)  (8558)      (26735)(25,675)   (1,011,315)

Income taxes             -      -            -       -             -
                    -----   -----        ------ -------    ---------
Net Loss           $7,606) $(8558)     $(26,735)$(25,675) $(1,011,315)
                   ======  =======      ======== ========  ==========
Basic and diluted
 loss per common
  share            $(0.00) $(0.00)      $(0.01)  $(0.01)
Basic and diluted
  weighted average
 Common shares
  outstanding    2,000,000 2,000,000    2,000,000 2,000,000
                 ========= =========    =========  ========



                                          E-BAIT, INC.
                                    STATEMENT OF CASH FLOWS
                                          (UNAUDITED)

                                                            February 4,
                                                              1999
                                                           (inception)
                                       Nine Months Ended     Through
                                         September 30,    September 30
                                        2001     2000          2001
                                     --------  --------   -----------
Net cash used in operating activies $(15,123)  $(15,330)   $(102,000)

Cash flows from investing activities:
 Equipment purchases                       -      (1239)      (7,723)
 Payments for computer software costs      -          -       (15,000)
Net cash used in investing activities      -      (1239)       (22723)
                                     --------  ---------  ------------
Cash flows from financing activities:
 Proceeds from sale of stock               -          -        119,000
Payments for offering costs                -          -           (107)
Proceeds from note issued to officer   6,000          -          6,000
Advances paid to officer                   -     (9,900)       (29,900)
Repayment of advances by officer           -      9,900         29,900
Net cash (used in) provided by financing
    activities                         6,000          -        124,893
                                     --------   --------  ------------

Net change in cash                    (9,123)   (16,569)           170
Cash, beginning of period              9,293     26,861              -

Cash, end of period                     $170     $10,292          $170
                                     --------   ---------   -----------
Supplemental disclosure of cash flow info:
  Cash paid during the period for:

   Interest                           $    -     $     -     $       -
                                      -------    --------   -----------
   Income taxes                       $    -     $     -     $       -
                                      -------    --------   -----------

The accompanying notes are an integral part of the financial statement.



                                         E-BAIT, INC.
                               NOTES TO FINANCIAL STATEMENTS
                                      SEPTEMBER 30, 2001



NOTE 1 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Basis of Presentation
	The accompanying financial statements presented herein have been
prepared by the Company in accordance with the accounting policies in
its form 10-SB dated December 31, 2000 and filed on April 3, 2001, and
should be read in conjunction with the notes thereto.

	In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) which are necessary to provide a fair
presentation of operating results for the interim period presented have
been made.  The results of operations for the periods ended September
30, 2001 are not necessarily indicative of the results to be expected
for the year.

	The Company is in the development stage in accordance with
Statements of Financial Accounting Standards (SFAS) No. 7 "Accounting
and Reporting by Development Stage Enterprises."  As of September 30,
2001, the Company had devoted substantially all of its efforts to
financial planning, raising capital and developing markets.

	Financial data presented herein is unaudited.

Recent Accounting Pronouncements
On June 29, 2001, Statement of Financial Accounting Standards ("SFAS")
No. 141, "Business Combinations", was approved by the Financial
Accounting Standards Board ("FASB").  SFAS 141 requires that the
purchase method of accounting be used for all business combinations
initiated after June 30, 2001.  Goodwill and certain intangible assets
will remain on the balance sheet and not be amortized.  On an annual
basis, and when there is reason to suspect that their values have been
diminished or impaired, these assets must be tested for impairment, and
write-downs may be necessary.  The Company is required to implement SFAS
No. 141 on January 1, 2002 and it has not determined the impact,
if any, that this statement will have on its consolidated financial
position or results of operations.

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets",
was approved by the FASB.  SFAS No. 142 changes the accounting for
goodwill from an amortization method to an impairment-only approach.
Amortization of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of this statement.  The Company
is required to implement SFAS No. 142 on January 1, 2002 and it has not
determined that impact, if any, that this statement will have on its
consolidated financial position or results of operations


                                    E-BAIT, INC.
                           NOTES TO FINANCIAL STATEMENTS
                                SEPTEMBER 30, 2001



NOTE 2 - 	RELATED PARTY TRANSACTION

	During the nine months ended September 30, 2001, and officer
contributed to the Company bookkeeping, order processing and website
management services valued at $8,505.  The $8,505 is included in the
accompanying financial statements as an increase to general and
administrative expenses and an increase to additional paid-in capital.

	On April 20, 2001, an officer loaned to the Company $6,000 for
working capital in exchange for a promissory note.  The note carries an
interest rate of eight percent and matures on April 20, 2002.  The
$6,000 is included in the accompanying financial statements as note
payable to officer.  Accrued interest expense on the note totaled $173
as of September 30, 2001.

NOTE 3 - 	INCOME TAXES

	The Company records its income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes."  The Company incurred net operating
losses during the nine months ended September 30, 2001, resulting in a
deferred tax asset, which was fully allowed for; therefore, the net
benefit and expense resulted in $-0- income taxes.

NOTE 4 - 		REORGANIZATION

Pursuant to an Acquisition Agreement (the "Agreement") dated as of
August 17, 2001 between E-Bait Corporation ("E-Bait") a California
corporation, and Barrington International Marketing, Inc. ("Barrington")
a Nevada corporation, all the outstanding shares of common stock of
Barrington are to be exchanged for one-million shares of 144 restricted
common stock of E-Bait in a transaction in which E-Bait will be the
parent corporation.


                                    E-BAIT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 SEPTEMBER 30, 2001



NOTE 4 - 	REORGANIZATION (Continued)

This merger transaction will be accounted for in the financial
statements as a public shell merger. As a result of this transaction the
former shareholders of Barrington acquired or exercised control over a
majority of the shares of E-Bait Accordingly, the transaction has been
treated for accounting purposes as a recapitalization of  Barrington
and, therefore, these financial statements represent a continuation of
the legal entity, Barrington, not E-Bait, the legal
survivor. Because the historical financial statements are presented in
this manner, proforma financial statements are not required.

 In accounting for this transaction:

		i)	Barrington is deemed to  be the purchaser and
surviving company for accounting purposes. Accordingly, its net assets
are included in the balance sheet at their historical book values;

ii) 	Control of the net assets and business of E-Bait was acquired
effective August 17, 2001. This transaction will be accounted for as a purchase
of the assets and liabilities of E-Bait by Barrington. The historical
cost of the net assets acquired was $0.

 .
NOTE 5 -	STOCKHOLDERS' EQUITY

Pursuant to an Acquisition Agreement and Plan of Merger (the "Merger
Agreement") dated as of August 17, 2001 between Barrington, and E-Bait,
all the outstanding shares of common stock of Barrington  were exchanged
for 1,000,000 shares of the  Company. (See notes 1 and 2)

                                    E-BAIT, INC.
                            NOTES TO FINANCIAL STATEMENTS
                                 SEPTEMBER 30, 2001



NOTE 6 - 	SUBSEQUENT EVENTS
The corporation issued a dividend of 9 additional shares for each share
outstanding effective August 29, 2001.


NOTE 7	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
ability of the Company to continue as a going concern is dependant upon
obtaining future profitable operations. The financial statements do not
include any adjustments relating to the recoverability and
classification of liabilities that might be necessary should the Company
be unable to continue as a going concern.


Item 2.	Management's Discussion and Analysis or Plan of Operations.

	The accompanying financial statements have been prepared in
accordance with generally accepted accounting principals 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 footnotes required by generally accepted accounting principals for
complete financial statements.  In the opinion of management all adjusts
(consisting only of normal reoccurring adjustments) considered necessary
for a fare presentation have been included.  For further information,
refer to the Financial Statements and footnotes included in Form 10-KSB
for the year ended December 31, 2000.

The financial statements enclose in this Form 10-QSB are of E-BAIT, Inc.
pre-merger.

Pursuant to an Acquisition Agreement (the "Agreement") dated as of
August 17, 2001 between E-Bait Corporation ("E-Bait") a California
corporation, and Barrington International Marketing, Inc. ("Barrington")
a Nevada corporation, all the outstanding shares of common stock of
Barrington are to be exchanged for one-million shares of 144 restricted
common stock of E-Bait in a transaction in which E-Bait will be the
parent corporation. A copy of the Agreement is filed as an exhibit
herewith.

Business
Barrington Foods International, Inc. (BFI) is a Nevada corporation whose
purpose is to develop and distribute innovative products. It is a fast
growing, world-wide food and trading company, with distribution and
access to resources and products around the world. BFI's core product
line is soy and dairy based powdered milk products. Currently BFI's
foremost product is Pride & Joy, an infant formula. Other products that
are in various stages of development, patenting, and distribution are
discussed in The Product portion of this Summary.

The Product
BFI's core product line is soy and dairy based powdered milk products.
BFI management believes that customers want our products and will pay
for the convenience and higher digestibility of our nutritionally
balanced formulas and all natural substitute milk products.
BFI is developing natural biological and microbiologically enhanced
products for use in the nutritional and agricultural industries.
BFI currently generates its revenue from soy milk, skim milk, whole
milk, lactose free milk, bulk milk, flavored milk products using BFI's
patent pending flavorings, infant formula, and powdered juice crystals.
Currently BFI's main product is Pride and Joy, an infant formula. BFI's
other products, which are in various stages of development, patenting,
and distribution, are:

Infant Formula - 2 soy based, 2 dairy based Toddler Formula - 1 soy
  based, 1 dairy based
Protein Drinks - Chocolate, Vanilla, Strawberry Soy Milk - Regular,
  Chocolate
Milk - Low Lactose, Low Fat, Full Fat
Mocha Mix
Powdered Chocolate Milk
USDA Low Fat Powdered Milk
USDA Full Fat Powdered Milk
Whey Powder
A complete line of infant products
A line of powdered juice crystals
A line of US dairy products
A beverage especially suited for the needs of the elderly and the
malnourished
A beverage specially formulated for diabetics
BFI has the distribution rights for products that it imports from other
countries. These products currently include gourmet coffees and sugar.
Coffee (from Vietnam and Guatemala)
Sugar (from Central America)
BFI is in the process of setting up joint ventures with major
distributors of general commodities in the United States. These products
will be available to our distributors in other countries. These products
include shampoo, laundry soaps, toothpaste, and other sundry items.

The Market
Population Growth:
The world is experiencing profound changes as a result of the population
growth in the emerging nations. This rate of population growth is having
a tremendous impact on the food industry, especially the dairy and dairy
substitute products

Population growth has outstripped many nations' abilities to
economically supply food products internally. Many countries are unable
to meet their growing nutritional needs on their own. Consequently,
these countries are increasingly dependent upon outsourcing from the
United States in order to ensure a dependable supply of quality disease-
free food products. In particular, distributors of dairy products and
dairy substitutes are scrambling to meet this increasing global demand.
The distribution of high quality dairy and dairy substitute products to
the populations of these emerging countries through exports from the
U.S. is the only solution which ensures a quality product and a
dependable supply. The fulfillment of the basic nutritional needs of the
populations of these emerging countries is the backbone of BFI's
business strategy.

Lack of Refrigeration:
Powdered milk and powdered milk substitute products are realizing
unprecedented growth due to their long shelf life and the lack of
acceptable storage (refrigeration) in emerging nations.
Shelf stable milk or dry milk is currently purchased by 6% of U.S.
households. Heaviest users are single adults under age 35. They are
three times more likely to purchase dry milk versus a refrigerated
carton. The second largest consumer group using dry milk is families
with children under the age of
6.Convenience is the buzzword for the millennium.1

Lactose Intolerant Populations:
The populations in these emerging countries and Asia are primarily
lactose intolerant and powdered milk substitutes are a staple in their
diet. Specially formulated, nutritionally balanced soy milk, lactose
free milk, and milk products with vegetable oil is a growing part of
their diets. Soy milk sales are increasing at close to 40% per year.2
Over the next five years the sector is projected to grow from its
current $2.14 billion to approximately $3.3 billion in 2002,
representing a 200% compound annual growth.3

Health Conscious Populations:
The U.S. Government (effective October 1999) is now allowing food labels
to state that soy milk has the ability to lower cholesterol. This has
begun a new surge of interest in the health conscious public, where 60%
of the U.S. adult population has cholesterol levels which exceed safe
levels.4 Studies also indicate soy milk may have anticancer properties,
fight osteoporosis, and help relieve the symptoms of menopause.5
The population boom in emerging countries and the health conscious
American public poses a unique opportunity for BFI.

Aging Populations:
With the onset of the health conscious "baby boomer" generation, 90
million Americans are over the age of 60. The demand for nutritionally
balanced, healthy soy products will increase as the population ages.

There is also the emerging market of senior nutrition. Adults over the
age of 60, whose metabolism is no longer able to receive proper
nutrition from normal eating habits, need nutritional supplement
products. This emerging market is currently estimated at $1 billion and
is expected to grow as the "baby boomer" population ages.

Large and Growing Market:
BFI is currently poised to increase its less than 1% market share to 15%
in Central America with existing alliances and distribution in our
targeted markets. With the introduction of our organic infant formula,
BFI is set to capture 10% of the infant formula market 12 months after
introduction of this product.
The powdered milk product sector is growing at a rate of 25% where the
fluid milk product sector is decreasing at a rate of 3% per year. Soy
milk and soy based foods are expected to reach $2.14 billion in 2001, up
from $852 million in 1992 and reach $2.6 billion in 2002.6 Soy milk
sales alone are growing at close to 40% per year.7

Leading Distribution and Market Reach:
BFI is uniquely positioned to provide superior customer service. Our
distribution alliances with major food distributors in Central America
and the United States allows us to reach localized consumers.
Distributors have local facilities within a 100-mile radius of 60% of
the distributors' customers. As a result, BFI and our local distributors
are able to provide superior customer service to the consumer.
Long-term contracts with distributors who service schools, government
agencies, grocery chains, commercial canneries, bakeries, and
restaurants ensure the continued steady demand for our products.
BFI owns and distributes under the widely recognized Pride and Joy
label. BFI has name recognition and international reach and coverage,
while maintaining closeness to its customer.

Product Margin Improvement:
BFI's current principle activities are focused on the wholesaling of our
products and proprietary formula development. BFI will experience
improved gross margins by capturing the production and manufacturing
margins. As more manufacturing facilities are
built or purchased, BFI will become more vertically integrated through
the ownership of proprietary products, their manufacture, and their
wholesale distribution.
Gross margins in BFI's sector of business vary, as is the case in the
food sector. BFI sells its proprietary lactose free products at higher
gross margins than the commodity type product, such as bulk powdered
milk. Greater gross margins are also recognized when the product is sold
under the BFI brand name Pride & Joy as a finished product versus a
private label to another distributer.
BFI can greatly increase profitability by expanding sales revenue and
shift product mix to higher gross margin lactose free milk and the
introduction of our patent pending organic infant formula.

Industry Overview
The powdered milk and powdered milk substitute products are second to
fluid milk products in dollars sold in the U.S. In emerging nations,
such as in Central and South America and Asia, powdered milk and
powdered milk substitute products are the largest sector and fluid milk
products are a distant second.
In emerging countries, sales of powdered milk products and powdered milk
substitute products outsell fluid milk products by an 8 to 1 ratio.
Fresh milk is a rare commodity that is cost prohibitive in most
geographical areas of merging countries.
The powdered milk product sector market is growing at a rate of 22%,
where the fluid milk product sector is decreasing at a rate of 5% per
year.
The demand for powdered milk and powdered milk substitutes is
increasing. Due to the lack of refrigeration, the convenience of powder,
and the improved taste, the demand is increasing over fluid milk by 22%
per year. The demand for these powdered milk products is growing at
unprecedented rates.
The supply of these powdered milk products is not limited by the
expensive production costs of the raising and care of dairy cows,
pasteurization, refrigeration, cooled transportation and the like.
These powdered milk products are the primary source for protein,
calcium, carbohydrates, fiber, sugar, vitamins D, A, C, and B Complexes
in these emerging countries and the U.S. They are also the primary
source for micronutrients such as riboflavin, folic acid, magnesium,
sodium, potassium, zinc.
Our all-natural, all-organic infant formula, scheduled for release in
mid-2002, will be the first product of its kind to hit the market.

The Competition:
The powdered milk and powdered milk substitute food sector is mature
with few strong major players. There are no players that are totally
vertically integrated by owning their own research and development,
production, wholesale distribution, and retail distribution. The
strongest competitors, such as Nestle (Carnation), have research and
development, manufacturing, and wholesale distribution, but the retail
distribution is not owned. Kellogg recently acquired (September 1999)
Worthington Foods of Columbus, Ohio. Dean Foods recently purchased a
minority stake in White Wave, Inc. (Boulder, Colorado), a vegetarian
food company which markets Silk, one of the fastest growing brands of
soymilk.
Most competitors purchase finished product from a manufacturer and
distribute wholesale under their label. The majority of manufacturers
only purchase and formulate ingredients and then package the product
under private labels for final distribution.
BFI is in a very strong and favorable position with patented formulas
and proprietary products which will assure success in meeting consumer
demand for high quality nutritionally balanced powdered milk, powdered
milk substitutes, and infant formula products. The growing consumer
demand in the emerging countries will be an ever-constant challenge to
saturate.

BFI is strategically pricing its product just below the major
competitors' premium product. A comparison of the labels will show the
consumer a higher nutritional content for the lower priced BFI product.

Company Overview
BFI's Business Plan has four phases:
Increase sales in Central America
Start distribution in Southeast Asia
Entrance into the U.S. market
Acquire more manufacturing facilities
Expand into other geographic areas
where the population is lactose intolerant and the economics of the
country do not allow for the production of fluid milk
Existing alliances and contracts in hand will allow BFI to meet year
2001 pro forma with no increase in sales or new customers.
An existing alliance with a distributor in Guatemala, who owns a
manufacturing plant, will allow BFI to export ingredients from the U.S.,
formulate proprietary products, and import into the U.S. BFI is
projecting to market products in the U.S. beginning in September 2001. A
major distributor in California and two national distributors have
already agreed to start marketing BFI products under the brand name
Pride and Joy.
Phase one of BFI's Business Plan has been successfully completed through
the formation of strategic alliances and our proprietary patent-pending
formulas.
Future geographic areas for expansion and distributors who have
expressed a desire to distribute BFI products are located in China,
Columbia, Cuba, Taiwan, Peru, Mexico, and about 10 more countries.

Conclusions
In the last 18 months, BFI has received requests from over 17 countries
to develop a plant in their country like the one BFI developed in
Guatemala. BFI has found from our extensive traveling in the developing
countries and by participating in International Food Shows, that the
world in ready and eager to produce our products in their respective
countries. There is a real shortage of basic food goods in the world
today. BFI has positioned itself to supply that shortage.
BFI is uniquely positioned for success:
Major distributor in Central America
Currently distribute products in Guatemala, Nicaragua, and Mexico.
Alliance with the major distributor to independent food distributors in
Guatemala
Alliance with the largest food distributor in Nicaragua Supplier to San
Marcos
in Mexico, the largest packer of fluid milk in Mexico Alliance with the
primary distributor of nondairy and dairy products in Mexico City, whose
customers include the city school system and commercial users such as
canneries, bakeries, and restaurants.

Major distributor in Southeast Asia
Preparing to distribute products in Vietnam, Cambodia, Laos, and Burma
Alliances with some major distributors in the food industry Setting up
joint ventures with governmental agencies to supply our milk products to
high schools and hospitals.
Focused product line in their chosen market
Unique nondairy powdered formulas of whole milk, low fat and fat free
milk, lactose free milk, soy milk, infant formula, and juice crystals
Proprietary formulas with extended shelf life, patents pending All
natural ingredients which are nutritionally balanced Lactose free and
specially formulated for diabetics Multiple flavor options compatible
with product and market tastes
Large and growing population and market sector
Population in emerging countries is expanding at a rate of 6% per year
70% of the world's population is lactose intolerant 80% of Native
Americans are lactose intolerant 75% of African Americans are lactose
intolerant 50% of the population in Central America, South America, and
Asia are lactose intolerant and do not drink fluid milk
Only 30% of humans retain a lifelong ability to digest lactose 20% of
Whites are lactose intolerant
Where sales of nonfat dry milk (NFDM) has decreased 5.8% in the U.S.,
export of NFDM products has increased 22%
Commercial sectors, including bakeries, restaurants, bulk groceries
whose primary dairy product is NFDM
Lack of consumer cold storage mandates extended shelf life,
nonperishable, dry product
Few competitors
Major distributors of NFDM products are tied in with existing local
distributors on an exclusive basis
Mid-size distributors frequently bypass market for perceived larger,
more affluent markets
No basic local expertise or distributors
Unrealized synergies and internal growth
Current suppliers have been unable to meet demand for products Gap to
meet minimum nutritional requirements is estimated at 17.6 million tons
in 2001.
Currently marketed products are insufficient or nonexistent to meet
consumer tastes or needs.
Current exclusive distribution agreements prevent major distributors
from accessing additional market share
Unrealized growth opportunities
Local production and packaging
Bundle marketing
Enhanced distribution
Introduction of new proprietary products/formula

Sector leading management
Industry experienced management team
Senior management with value added marketing experience Local management
in market area familiar with consumer needs, wants, and desires

Directors & Management Team
BFI has assembled a team of proven and dedicated professionals to launch
and manage the growth of BFI. They will be selected because of their
association with the startup of BFI from its infancy and because they
are staunch believers in its products' market potential. These
individuals are entrepreneurs in their own right and have the acumen and
fortitude to see a new company through its fruition to greatness.

R. Williams-CEO
Mr. Williams is an experienced senior management professional in the
food and beverage industry. He has over 18 years experience in marketing
and sales and executive management positions with proven performance. To
each company, he has brought significant financial returns and advanced
to top management positions. In addition, Mr. Williams has spent much of
the last two years in Central America. He has been working to develop
products that are uniquely suited for
the developing countries, along with setting up a pilot plant in
Guatemala to produce these products.
Mr. William's current primary effort is to assemble the management team
capable of implementing the plans, goals and aspirations of BFI. BFI is
a startup company that has set aggressive goals and, as CEO, Mr.
Williams is building a team that shares his vision and will work
together to achieve them.
His management style promotes vigorous interaction among team members,
and facilitates problem solving. He is working to coordinates the varied
activities of BFI and promoting a fast paced organization capable of
responding quickly to market opportunities.
Mr. Williams will evaluate business opportunities for BFI and determine
the best course for the company. He is currently evaluating new
products, joint ventures, acquisitions and other collaborations that
make sense for the company and move the company quickly toward its
goals.
In addition to strong senior management qualifications, Mr. Williams
brings to BFI demonstrated experience in business planning, and new
products ideas that will provide every opportunity for BFI to meet its
aggressive goals and make the company a success.

D. Holmes-President
Darrel L. Holmes is an accomplished executive with over 22 years
experience in the medical diagnostics, biotech, environmental, and food
and beverage industries. He has extensive experience in plant
operations, product development, regulatory interface (primarily the FDA
which also regulates BFI) and senior management. Mr. Holmes has managed
technical manufacturing sites with over 100 people under his supervision
and operations producing over 80 million dollars in annual sales. Mr.
Holmes has a degree in Biology with numerous post graduate classes,
seminars and certifications. He is capable in technical as well as
regulatory and management areas. He is a hand on manager
who continually seeks to make improvements, build teamwork within an
organization and produce high quality products, on schedule, for an
acceptable profit.
Mr. Holmes is an excellent problem-solver whose innovative and
resourceful management style make him well suited to lead and motivate
employees and manage a company.
Mr. Holmes has held executive positions with companies all involved in
scientific endeavors. He is a proven technical manager and has expanded
the sales and production efficiencies everywhere he has worked. As part
of his technical capabilities, he has been directly responsible for
operating and managing all technical operations for diagnostics and
biotech companies and he will perform similar functions as Vice
President of Operations and President for BFI. He has been responsible
for aseptic and sterile reagent manufacturing, filling, labeling,
packaging and distribution. In past employment, Mr. Holmes has operated
a large bottled water company, setting up a cell biology division for a
leading biotech company, and managing an established medical diagnostics
company with excellent success. He understands inventory management and
computer controls. He works closely with managers and supervisors to
assure that adequate systems are in place to monitor control and improve
business and technical departments to assure the
operations continuity, profitability and success.

Statement of Corporate Positions
Mother's Milk:
BFI acknowledges that mother's natural milk is the best possible source
of nutrition for infants up to one year old. The products sold are not
intended to undermine natural breast-feeding. Barrington's products are
intended provide infant nourishment if the mother is unable or chooses
not to provide breast milk. Barrington will work with industry,
national, local and global agencies to ensure its products are produced
and marketed in a manner to provide a safe and nutritional alternative
to mother's milk, if the mother chooses not to breast-feed or the child
is unable to accept mother's milk.

PLAN OF OPERATION
The Company has created and designed a fully functional, interactive e-
commerce Internet web site.  The E-Bait web site allows the public to
purchase fishing lures and other fishing related products from several
independent lure manufacturers.  The Company provides separate online
stores within the E-Bait web site for each manufacturer.  The Company
receives a 30 percent commission (excluding shipping fees) from each
sale.
The Company has expanded its web site content beyond product sales, in
an effort to attract more customers for future potential advertising
revenues. Once the site is attracting approximately one million hits per
month, management believes that the Company would be in position to
offer banner advertising to other entities.  The average web site hits
per month increased from approximately 30,000 hits per month during the
second quarter of 2000, to approximately 55,000 hits per month during
the second quarter of 2001.  There is no assurance that the Company will
achieve its goal of obtaining one million hits per month on its web
site, nor is there an estimated date upon which it could be met, or that
web site hits can be converted into sales revenue.  The Company has no
agreements or contracts for advertising on its web site at September 30,
2001.

Due to the Company's low cash reserves, additional funds will be
required within the next twelve months to proceed with the Company's
business plan. These funds would be raised through additional private
placements or other financial arrangements including debt or equity.
The Company has not looked for, nor secured a credit line from any
financial institutions to supplement revenue.  There is no assurance
that such additional financing will be available when required in order
to proceed with the business plan.  If the Company is unsuccessful in
securing the additional capital needed to continue operations within the
time required, the Company will not be in a position to
continue operations and the stockholders may lose their entire
investment.

The Company's officers work part-time and are the only employees of the
Company at September 30, 2001.  The Company does not intend to hire any
additional employees in the foreseeable future.  The Company does not
intend to make significant equipment purchases or incur research and
development posts within the next twelve months.

FINANCIAL CONDITION
As of September 30, 2001, the Company had total assets of $10,154 as
compared to $45,360 at September 30, 2000. The decrease was related to
the Company's use of cash to fund its business plan during the period;
and increases in accumulated depreciation and accumulated amortization
during the nine period ending September  30, 2001, which totaled $4,696
and $8,042 , respectively.

RESULTS OF OPERATIONS
During the nine months ended September 30, 2001, the Company recorded
sales totaling $1,011 as compared with $315 for the nine months ended
September 30, 2000.  Operating expenses increased from $27,573 for the
nine months ended September 30, 2000 to $26,632 for the nine months
ended September  30, 2001.
The operating expenses increased due to an increase in general and
administrative expenses.





Part 2.    Other Information

E-BAIT, INC.
(A Development Stage Company)

Items 1 through 5 - No response required.

Item 6 -  Exhibits and reports on Form 8-K.

	There were no reports on Form 8-K.





SIGNATURES


The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all
adjustments (only consisting of normal recurring accruals) necessary for
a fair presentation of the results of operations for the three and six
months ended September 30, 2001 have been included.

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



E-BAIT, INC.
Registrant)

DATE:   November 21, 2001     BY: /s/________________________
                                   Mark Heverly
                                   Secretary and Treasurer
























2


5
The accompanying notes are an integral part of the financial
statement.

-  -
E-16