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

                         FORM 10-QSB

                         (Mark One)

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

          For the quarterly period ended September 30, 2003

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


               Commission File Number: 0-25523


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


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


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


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


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

                       Yes [X] No [ ]

As of December 24, 2003, the issuer had 46,822,216 shares of common
               stock issued and outstanding.

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




                            -1-








                      TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION

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

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

PART II. OTHER INFORMATION

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

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

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

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

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

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

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

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ..................... Ex 31

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 302 .......................Ex 32













                            -2-




PART I FINANCIAL INFORMATION



                     BARRINGTON FOODS INTERNATIONAL, INC.

                        (A DEVELOPMENT STAGE COMPANY)

                               BALANCE SHEET


                                                              September 30,
Assets                                                            2003
                                                             ----------------
Current assets:
 Cash and equivalents                                       $            0
 Accounts receivable, net                                              321
 Inventory                                                          26,528
                                                             ----------------
  Total current assets                                              26,849

Fixed assets, net                                                    7,272
Deposits                                                             9,152
                                                             ----------------
                                                            $       43,273
                                                             ================

Liabilities and Stockholders' (Deficit)

Current liabilities:
 Bank overdraft                                             $       28,110
 Accounts payable and accrued liabilities                          361,532
 Due to related parties                                            562,305
 Other liability                                                   103,500
 Notes payable - related parties                                   319,307
                                                             ----------------
  Total current liabilities                                      1,374,754
                                                             ----------------

Commitments and contingencies                                        9,700

Stockholders' deficit
 Preferred stock - Series A; $0.001 par value; 1,000,000 shares
  authorized; 112,500 shares issued and outstanding                    113
 Preferred stock - Series B; $0.001 par value; 1,000,000 shares
  authorized; 140,000 shares issued and outstanding                    140
 Preferred stock - Series C; $0.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding                           -
 Common stock; $0.001 par value; 100,000,000 shares
  authorized; 46,822,216 shares issued and outstanding              46,822
 Additional paid-in capital                                     13,688,475
 Other receivable                                                 (149,940)
 (Deficit) accumulated during development stage                (14,926,791)
                                                             ----------------
                                                                (1,341,181)
                                                             ----------------
                                                            $       43,273
                                                             ================


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




                             -3-





                     BARRINGTON FOODS INTERNATIONAL, INC.

                        (A DEVELOPMENT STAGE COMPANY)

                          STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                                      December 8, 2000
                                                 Three months ended            Nine months ended       (Inception) to
                                                     September 30,                 September 30,        September 30,
                                                  2003           2002           2003           2002         2003
                                           -------------  -------------  -------------  -------------  --------------
<S>                                               <C>            <C>            <C>            <C>            <C>

Revenue                                    $          -   $      8,264   $      8,226   $     29,289   $     81,682
Cost of goods sold                                    -         12,800         20,075         40,061        103,640
                                           -------------  -------------  -------------  -------------  --------------
Gross profit                                          -        (4,536)       (11,849)       (10,772)       (21,958)

Expenses:
  General and administrative expenses            36,737        172,454        317,488        286,497        794,776
  Depreciation                                    1,137          1,170          3,360          1,255          5,751
  Consulting and professional fees               89,825        493,467      1,560,987      7,152,060     12,872,682
  Product development                                 -         13,508              -        109,870         37,370
                                           -------------  -------------  -------------  -------------  --------------
    Total expenses                              127,699        680,599      1,881,835      7,549,682     13,710,579
                                           -------------  -------------  -------------  -------------  --------------

Net (loss) from operations                     (127,699)      (685,135)    (1,893,684)    (7,560,454)   (13,732,537)
Other expenses
  E-Bait acquisition cost                             -              -              -              -        700,000
  Interest expense                               82,500         15,600        214,649         62,292        337,254
  Impairment of intangible asset                      -              -              -              -        157,000
                                           -------------  -------------  -------------  -------------  --------------

Net (loss)                                 $   (210,199)  $ (  700,735)  $ (2,108,333)  $ (7,622,746)  $(14,926,791)
                                           =============  =============  =============  =============  ==============

Weighted average number of
 common shares outstanding -
 basic and fully diluted                     44,474,664     12,276,411     33,352,467      9,325,502
                                           =============  =============  =============  =============
Net (loss) per share -
  basic and fully diluted                         (0.00)         (0.06)         (0.06)         (0.82)
					   =============  =============  =============  =============

</TABLE>


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




                             -4-





                     BARRINGTON FOODS INTERNATIONAL, INC.

                        (A DEVELOPMENT STAGE COMPANY)

                          STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>

                                                                                        December 8, 2000
                                                                  Nine months            (Inception) to
                                                                  September 30,           September 30,
                                                                2003          2002            2003
                                                         --------------  ------------   -----------------
<S>                                                             <C>           <C>              <C>

Cash flows from operating activities:
  Net (loss)                                            $  (2,108,333)  $(7,622,746)    $(14,926,791)
  Depreciation                                                  3,360         1,255            5,751
  Shares issued for services                                1,560,987     6,989,510       12,275,276
  E-bait acquisition costs                                          -             -          700,000
  Impairment of intangible assets                                   -             -          157,000
  Bad debt expense on other receivable                              -       100,751                -
  Discount on sale of stock to investors                            -        74,300                -
  Adjustments to reconcile net loss to
   net cash used by operating activities:
  (Increase) decrease in accounts receivable                    9,964        (7,980)            (321)
  (Increase) decrease in inventory                              1,179             -          (26,528)
  (Increase) in prepaid expenses and other current assets           -       (43,712)
  Decrease (increase) in deposits                               2,031        (3,368)          (2,031)
  Increase in accounts payable and accrued liabilities         92,682        81,936          361,532
  Increase in other liabilities                                37,500             -          103,500
                                                         --------------  ------------   -----------------
Net cash (used) by operating activities                      (400,630)     (430,054)      (1,352,612)
                                                         --------------  ------------   -----------------

Cash flows from investing activities
  Purchase of fixed assets                                          -       (12,000)        (12,000)
                                                         --------------  ------------   -----------------
Net cash (used) by investing activities                             -       (12,000)        (12,000)
                                                         --------------  ------------   -----------------

Cash flows from financing activities
  Bank overdraft                                               28,110          (622)          28,110
  Change in due to related parties                            190,777       158,511          562,305
  Payment on notes payable-related parties                    (15,000)      (52,116)        (119,274)
  Proceeds from notes payable-related parties                  22,000       287,810          477,211
  Change in other receivable                                  147,190             -          149,940
  Proceeds from sale of common stock                           25,050       126,000          266,320
                                                         --------------  ------------   -----------------
Net cash provided by financing activities                     398,127       519,583        1,364,612
                                                         --------------  ------------   -----------------

Net increase (decrease) in cash                                (2,503)       77,529                -
Cash - beginning                                                2,503             -                -
                                                         --------------  ------------   -----------------
Cash - ending                                               $       -     $  77,529       $        -
                                                         ==============  ============   =================

Supplemental disclosures:
  Interest paid                                             $       -     $       -       $        -
                                                         ==============  ============   =================
  Income taxes paid                                         $       -     $       -       $        -
                                                         ==============  ============   =================
  Non-cash transactions:
  140,000 shares of Preferred B stock for note payable      $       -     $ 700,000       $  700,000
                                                         ==============  ============   =================
  175,000 shares of common stock for note payable           $       -     $  29,750       $   29,750
                                                         ==============  ============   =================
  1,441,429 shares of common stock for related parties      $ 164,500     $       -       $  164,500
                                                         ==============  ============   =================
  1,303,286 shares of common stock for other liabilities    $  72,200     $       -       $   72,200
                                                         ==============  ============   =================
  1,514,000 shares of common stock for
    receivable for redemption of preferred stock            $ 149,940             -          149,940
                                                         ==============  ============   =================

</TABLE>


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





                             -5-





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


1.  BASIS OF PRESENTATION

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

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

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

The  preparation  of  financial  statements  in  conformity  with
accounting  principles generally accepted in  the  United  States
requires  management  to  make  estimates  and  assumptions  that
affect  the  reported  amounts  of  assets  and  liabilities  and
disclosure  of contingent assets and liabilities at the  date  of
the  financial  statements and the reported amounts  of  revenues
and  expenses  during the reporting period. Actual results  could
differ from those estimates.

2.  EMPLOYEE STOCK BASED COMPENSATION

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

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

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

3.  RESTRICTED CERTIFICATE OF DEPOSIT, NET

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




                             -6-





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


4.   OTHER LIABILITIES

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

5.   RELATED PARTY TRANSACTIONS

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

 Unpaid  compensation to directors, officers, and affiliates    $ 407,557
 Reimbursable expenses to directors, officers, and affiliates      78,748
 Unissued stock to stockholders for services                       27,000
 Unissued stock to stockholder for other                           49,000
                                                                -----------
                                                                $ 562,305

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

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

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

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

6.  GOING CONCERN

The  accompanying financial statements have been  prepared  on  a
going  concern  basis,  which  contemplates  the  realization  of
assets  and the satisfaction of liabilities in the normal  course
of  business.  The Company is in the development  stage,  has  no
significant  operating  revenue  and  incurred  a  net  loss   of
approximately $2,108,333 for the nine months ended September  30,
2003.  The  Company is in the third year of product  development,
with   an  accumulated   loss  during the  development  stage  of
approximately $14,926,791.

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

The  Company plans to raise operating capital via debt and equity
offerings  in  order to market and sale their  product.  However,
there  are  no assurances that such offerings will be  successful
or  sufficient  to  fund the operations of the  Company.  In  the
event  the  offerings  are  insufficient,  the  Company  has  not
formulated a plan to continue as a Going Concern.



                             -7-




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



7.  SHAREHOLDERS' EQUITY

Issuance of common stock -

During  July 2003 the Company  issued 1,000,000 shares of  common
stock for services valued at $30,000.

During  August 2003 the Company issued 2,500,000 shares of common
stock for services valued at $50,000.

During   August  2003  the Company issued  1,195,105  shares   of
common stock for cash totaling $25,050.



























                             -8-




ITEM 2 MANAGEMENT'S PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Form 10-QSB includes  "forward-looking statements" within the
meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the
Securities Exchange Act of 1934, as amended.  All statements, other
than statements of historical facts, included or incorporated by
reference in this Form 10-QSB which address activities, events or
developments which the Company expects or anticipates will or may occur
in the future, including such things as future capital expenditures
(including the amount and nature thereof); finding suitable merger or
acquisition candidates; expansion and growth of the Company's business
and operations; and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by
the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments, as well as
other factors it believes are appropriate under 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,  including 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.

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 Filing and include statements regarding the intent, belief or
current expectations of the Company, and 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.  Such
Factors that could adversely affect actual results  and performance
include,  but are not limited to,  the Company's limited  operating
history, potential  fluctuations in quarterly operating results and
expenses,  government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the
Company will be realized or, even if substantially  realized, that they
will have the expected consequence to or effects on the Company or its
business or operations.  The Company assumes no obligations to update
any such forward-looking statements.


GENERAL/DESCRIPTION OF BUSINESS

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




                             -9-




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

The highly publicized endorsement by the Food and Drug Administration
in 1999 that soy protein helps to lower cholesterol gained notice among
consumers. Consumer demand for all organic products is growing-and the
leading brands of soy-based products are made with organic soybeans.
The Company intends to investigate exploiting this interest since the
overall organic products market is estimated at $5.8 billion and
experts predict 17 percent growth for at least the next three years.

Additionally, the Company expects that other related health concerns
may buoy its business plans. Lactose intolerance extends across all
ethnic groups and appears to increase with age. The percentages of
people older than 40 who are lactose intolerant break down as follows:
African-Americans, 70 percent; Asians, 70 percent; Hispanics, 60
percent; Caucasians, 40 percent. Soy based food products are ideal for
this increasing target market. Further, as the female population ages,
more women will be looking for products such as soy milk to help them
reduce osteoporosis risk and buffer the effects of menopause. Lastly,
environmental consciousness is growing among consumers, and people are
recognizing that soybeans are an important renewable resource that
contributes to healthy lifestyles.

The Company operates in a highly competitive market both nationally and
worldwide. The leading manufacturers of products similar to the
Company's are, according to the United States Department of
Agriculture: Carnation, Mead-Johnson, and Ross, who have infiltrated
approximately 75% of all markets in the United States and have a
competitive dominance with worldwide clients. These three corporations
control 80% of the worldwide market. By contrast, the Company is still
a fledgling and is trying to gain sufficient financing in order to
obtain a position in the developing worldwide market.

The Company relies upon three major components in its business: First
is the growing and harvesting of soy beans from which its products are
made; Second is the manufacturing process whereby the raw beans are
processed into powdered consumable food products; and, Third are the
individual worldwide developing countries and their governments that
impose various rules, regulations and laws respecting the importation
of foodstuffs. Each component carries with it significant risks to the
ability of the Company to carry on its business. For example, the
ability of the Company to produce its soy based products at all is
wholly contingent upon crop production, a factor the Company has no
control over. Further, a customer in a developing country may have
restrictive rules, regulations or laws in place that protect a
developing country's own soy bean farmers, and thereby make it
prohibitively difficult for the Company to sell its products to in
country vendors. To the extent necessary, the Company will have to
comply with prospective worldwide customers that may require adherence
with foreign laws and regulations unknown to the Company at this time
that may have the ultimate effect of significantly restricting or
eliminating the Company's ability to conduct business in those
developing countries. There may also be significant costs suffered by
the Company in complying with these laws, regulations and rules that
are unknown at this time.

In September 2002, the Company completed its first sale in Latin
America.  Based upon contacts with distributors in the region, the
Company reasonably anticipated that increasing sales would be achieved
in the fourth quarter of 2003 and beyond. However, these sales have not
materialized. The Company is currently attempting to further
negotiations with  two domestic national retailers to distribute BFII
products.  Final arrangements have not been made, but are continuing
with the hopes that product exhibits and sampling  (tasting) in select
stores of those retailers can occur in 2004. However, developing this
relationship is contingent upon the Company acquiring adequate short
and long term funding to manufacture and sell its products.




                             -10-





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

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

Since its inception the Company has had limited resources for operating
capital, and has relied heavily on debt and equity financing. The
Company has, since its first quarterly report for fiscal year 2003 on
Form 10Q-SB, reported its ongoing efforts to obtain financing-both
short and long term. However, the Company has not arranged for any
short or long term funding to date, although it is still actively
pursuing any and all possible funding sources. As of the date of this
Filing, the Company has no adequate funding to carry on business or
implement its business plan.

Management determined it necessary to raise a minimum of $720,000
available cash to continue operations for the twelve months beginning
April 2003. In April 2003 the first $100,000 was contributed by a
stockholder in a purchase of restricted shares of common stock. The
Company has not raised the remaining cash to date. While the Company
expected sales levels to increase during the last quarter of fiscal
year 2003 and into 2004, Management is of the opinion that until
adequate financing is acquired-both short and long term- its ability to
implement its business plan and remain a going concern is in doubt.

The Company's independent auditor issued an explanatory paragraph as to
their substantial doubt as to the Company's ability to continue as a
going concern, in their Audit Report for the financial statements of
December 31, 2002.  Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern.  The
Company plans to raise operating capital via debt and equity offerings.
However, there are no assurances that such offerings will be successful
or sufficient to fund the operations of the Company.  In the event the
offerings are insufficient, the Company has not formulated a plan to
continue as a Going Concern.




                             -11-




RESULTS OF OPERATIONS

The Company has achieved no significant revenue or profits to date, and
the Company anticipates that  it  will  continue  to  incur  net
losses  for  the foreseeable future. The Company incurred a net loss of
approximately $210,199 for the three months ended September 30, 2003,
compared with a net loss of $700,735 for the three months ended
September 30, 2002. The Company is in the third year of product
development, with an accumulated net loss during the development stage
of approximately $14,926,791.

Although the Company has achieved very limited sales, various
activities occurred which moved the Company towards its objectives. The
activities include market development, and creation of vendor/customer
relationships. The staff and consultants continued to move forward with
positive results. The quarter's activities were financed primarily
through advances from related parties and sales of restricted stock.
Presently, the Company has $562,305 due to related parties and $319,307
due on notes payable to related parties. The $562,305 is comprised of
unpaid compensation to directors, officers, and affiliates;
Reimbursable expenses to directors, officers, and affiliates; Unissued
stock to stockholders for services; and Unissued stock to stockholder
for other items. The Company will try to continue to obtain short term
bridge financing through sale of restricted stock and advances from
related  parties until a major funding agreement is completed.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

EMPLOYEES

The Company currently has four (4)  employees of which two are officers
of the Company. The employees serve in administrative and selling
functions. As of the last quarterly filing, the Company employed ten
(10) employees.

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.




                             -12-





DIVIDEND POLICY

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

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROLS

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

CRITICAL ACCOUNTING POLICIES

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


PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During  July 2003 the Company  issued 1,000,000 shares of common  stock
for services valued at $30,000.

During  August 2003 the Company issued 2,500,000 shares of common stock
for services valued at $50,000.

During   August  2003 the Company issued 1,195,105 shares   of   common
stock for cash totaling $25,050.




                             -13-





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

During the quarter ended  September 30,  2003,  no matters  were
submitted  to the
Company's security holders.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

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

(b) REPORTS ON FORM 8-K

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

On December 22, 2003, the Company filed a Form 8-K current report to
advise of its dismissal of L.L. Bradford & Company, LLC as its
principal independent auditor [hereafter L.L. Bradford] effective
December 18, 2003, and its retention of Beckstead & Watts, LLP
[hereafter Beckstead] as its independent auditor for the fiscal year
ended December 31, 2003. The Board of Directors
of the Company and the Company's Audit Committee approved of the
dismissal of L.L. Bradford and the engagement of Beckstead, as its
independent auditor.  None of the reports of L.L. Bradford on the
Company's financial statements for either of the past two years or
subsequent interim period contained an adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles.

There were no disagreements between the Company and L.L. Bradford on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope
or procedure, which, if not resolved to the satisfaction of L.L.
Bradford, would have caused them to make reference to the subject
matter of the disagreement in connection with its reports.





                             -14-




                         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: December 24, 2003.


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

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


























                             -15-