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 March 31, 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 May 14, 2003, the issuer had 33,427,111  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 .............................................    4
         Condensed Balance Sheet (unaudited) ..............................    5
         Condensed Statements of Operations (unaudited) ...................    6
         Condensed Statement of Stock Holders' Deficit (unaudited) ........    7
         Condensed Statements of Cash Flows (unaudited) ...................    8
         Notes to Consolidated Financial Statements .......................   11
Item 2.  Management's Plan of Operation ...................................   15

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings ................................................   15

Item 2.  Changes in Securities and Use of Proceeds ........................   15

Item 3.  Defaults upon Senior Securities ..................................   16

Item 4.  Submission of Matters to a Vote of Security Holders ..............   16

Item 5.  Other Information ................................................   16

Item 6.  Exhibits and Reports on Form 8-K .................................   16

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

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

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

                                       2
<PAGE>
PART I. FINANCIAL INFORMATION

The unaudited  consolidated  financial  statements  of registrant  for the three
months ended March 31,  2003,  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>
PART 1

ITEM 1 FINANCIAL STATEMENTS

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

                                     ASSETS

Current assets
  Cash                                                             $      1,216
  Accounts receivable, net                                                  322
  Inventory                                                              26,528
  Prepaid expense and other current assets                               12,270
                                                                   ------------
    Total current assets                                                 40,336

Fixed assets, net                                                         9,546

Other assets                                                             11,183
                                                                   ------------

Total assets                                                       $     61,065
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued liabilities                         $    420,056
  Due to related parties                                                379,912
  Other liability                                                         3,500
  Notes payable - related parties                                       328,307
                                                                   ------------
    Total current liabilities                                         1,131,775
                                                                   ------------

Total liabilities                                                     1,131,775

Commitments and contingencies                                                --

Stockholders' deficit
  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 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; 29,541,111 shares issued and outstanding                 29,541
  Additional paid-in capital                                         12,644,282
  Other receivable                                                     (119,000)
  Accumulated deficit during development stage                      (13,625,770)
                                                                   ------------
    Total stockholders' deficit                                      (1,070,710)
                                                                   ------------

Total liabilities and stockholders' deficit                        $     61,065
                                                                   ============

                 See Accompanying Notes to Financial Statements

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

<TABLE>
<CAPTION>
                                              Three months ended March 31,     December 8, 2000
                                              ----------------------------   (Inception) through
                                                  2003            2002          March 31, 2003
                                              ------------    ------------      --------------
<S>                                           <C>             <C>                <C>
Revenue                                       $      8,081    $         --       $     81,537

Cost of revenue                                      7,788              --             91,353
                                              ------------    ------------       ------------

Gross income (loss)                                    293              --             (9,816)

Operating expenses
  Depreciation                                       1,086              85              3,477
  Consulting and professional fees                 511,333         876,298         11,823,028
  Product development costs                             --              --             37,370
  Other general and administrative expenses        245,537          23,530            722,825
                                              ------------    ------------       ------------

    Total operating expenses                       757,956         899,913         12,586,700
                                              ------------    ------------       ------------

Loss from operations                              (757,663)       (899,913)       (12,596,516)

Other expenses
  E-Bait acquisition cost                               --              --            700,000
  Interest expense                                  49,649          13,500            172,254
  Impairment of intangible asset                        --              --            157,000
                                              ------------    ------------       ------------

Loss before provision for income taxes            (807,312)       (913,413)       (13,625,770)

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

Net loss                                      $   (807,312)   $   (913,413)      $(13,625,770)
                                              ============    ============       ============

Basic and diluted loss per common share       $      (0.04)   $      (0.14)      $      (1.47)
                                              ============    ============       ============

Basic and diluted weighted average
  common shares outstanding                     22,988,420       6,642,345          9,270,297
                                              ============    ============       ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       5
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Preferred A Series        Preferred B Series            Common Stock
                                                     -----------------------   -----------------------   ---------------------------
                                                       Shares       Amount       Shares       Amount        Shares         Amount
                                                     ----------   ----------   ----------   ----------   ------------   ------------
<S>                                                  <C>          <C>          <C>          <C>          <C>            <C>
Balance December 31, 2002                                96,500   $       97      140,000   $      140     19,882,717   $     19,883

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

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

Issuance of common stock for interest on notes
  payable, weighted average price of $0.11                   --           --           --           --        290,000            290

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

Issuance of common stock for other receivable
  related to redemption of preferred stock, $0.11            --           --           --           --      1,038,000          1,038

Issuance of common stock for services, weighted
  average price of $0.10                                     --           --           --           --      5,448,000          5,448

Receipt of cash for other receivable                         --           --           --           --             --             --

Net loss                                                     --           --           --           --             --             --
                                                     ----------   ----------   ----------   ----------   ------------   ------------

Balance March 31, 2003                                   96,500   $       97      140,000   $      140     29,541,111   $     29,541
                                                     ==========   ==========   ==========   ==========   ============   ============

                                                                                    Accumulated
                                                      Additional                  Deficit During       Total
                                                       Paid-In         Other        Development     Stockholders'
                                                       Capital       Receivable        Stage           Deficit
                                                     ------------   ------------    ------------    ------------
Balance December 31, 2002                            $ 11,729,930   $     (2,750)   $(12,818,458)   $ (1,071,158)

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

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

Issuance of common stock for interest on notes
  payable, weighted average price of $0.11                 32,110             --              --          32,400

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

Issuance of common stock for other receivable
  related to redemption of preferred stock, $0.11         117,962       (119,000)             --              --

Issuance of common stock for services, weighted
  average price of $0.10                                  518,312             --              --         523,760

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

Net loss                                                       --             --        (807,312)       (807,312)
                                                     ------------   ------------    ------------    ------------

Balance March 31, 2003                               $ 12,644,282   $   (119,000)   $(13,625,770)   $ (1,070,710)
                                                     ============   ============    ============    ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       6
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Three months ended March 31,     December 8, 2000
                                                           ----------------------------   (Inception) Through
                                                               2003            2002          March 31, 2003
                                                           ------------    ------------      --------------
<S>                                                        <C>             <C>                <C>
Cash flows from operating activities:
  Net loss                                                 $   (807,312)   $   (913,413)      $(13,625,770)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Stock based compensation                                    556,160         815,749         11,220,710
    E-bait acquisition costs                                         --              --            700,000
    Depreciation                                                  1,086              85              3,477
    Impairment of intangible assets                                  --              --            157,000
    Bad debt expense on other receivable                             --              --             37,500
  Changes in operating assets and liabilities
    Change in accounts receivable                                 9,963              --               (322)
    Change in inventory                                           1,179              --            (26,528)
    Change in prepaid expenses and other current assets         (12,270)         (5,890)           (12,270)
    Change in other assets                                           --              --            (11,183)
    Change in bank overdraft                                         --            (455)                --
    Change in accounts payable and accrued liabilities          151,206          61,351            420,056
    Change in due to related parties                             52,801              --            459,912
    Change in other liabilities                                      --              --             75,700
                                                           ------------    ------------       ------------
         Net cash used by operating activities                  (47,187)        (42,573)          (601,718)

Cash flows from investing activities:
  Purchase of fixed assets                                           --          (4,000)            (1,023)
                                                           ------------    ------------       ------------
         Net cash used in investing activities                       --          (4,000)            (1,023)

Cash flows from financing activities
  Proceeds from notes payable-related parties                    44,200          46,573            462,411
  Principal payments on notes payable-related parties           (13,200)             --           (102,474)
  Proceeds from sale of common stock                             12,150              --            241,270
  Change in other receivable                                      2,750              --              2,750
                                                           ------------    ------------       ------------
         Net cash provided by financing activities               45,900          46,573            603,957

Net change in cash                                               (1,287)             --              1,216

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

Ending cash balance                                        $      1,216    $         --       $      1,216
                                                           ============    ============       ============

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

Schedule of non-cash investing and financing activities
  Issuance of 140,000 shares of preferred B series
    stock in satisfaction of note payable                  $         --    $    700,000       $    700,000
                                                           ============    ============       ============
  Issuance of 1,441,429 shares of common stock in
    satisfaction of due to related parties                 $    164,500    $         --       $    164,500
                                                           ============    ============       ============
  Issuance of 1,303,286 shares of common stock in
    satisfaction of other liabilities                      $     72,200    $         --       $     72,200
                                                           ============    ============       ============
  Issuance of 1,038,000 shares of common stock for other
    receivable related to redemption of preferred stock    $    119,000    $         --       $    119,000
                                                           ============    ============       ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       7
<PAGE>

                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO THE 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 March 31, 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 three months ended March 31, 2003 and 2002,  and
     for the period from December 8, 2000 (Inception) through March 31, 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

                                       8
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     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.

4.   RELATED PARTY TRANSACTIONS

     ACCOUNTS  PAYABLE - related parties - As of March 31, 2003, the Company had
     accounts  payable  balances  due to  stockholders  of the Company  totaling
     $89,817.

     DUE TO RELATED PARTIES - Due to related parties consist of the following as
     of December 31, 2002:

     Unpaid compensation to directors, officers, and affiliates    $303,912
     Unissued stock to stockholders for services                     27,000
     Unissued stock to stockholder for other                         49,000
                                                                   --------
                                                                   $379,912
                                                                   ========

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

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

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

     OTHER  RECEIVABLE - In January 2003, the Company issued 1,038,000 shares of
     restricted  common stock pursuant to redeeming 23,800 shares of preferred B
     series stock held by certain  stockholders valued at $119,000.  The Company
     recorded the  transaction  as an other  receivable due to the fact that the
     preferred shares have not been returned by the stockholders as of March 31,
     2003.

5.   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  $807,000 for the three months ended March 31, 2003.
     The  Company  is  in  the  third  year  of  product  development,  with  an
     accumulated loss during the development stage of approximately $13,626,000.

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

                                       9
<PAGE>
                       BARRINGTON FOODS INTERNATIONAL, INC
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     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.

6.   SUBSEQUENT EVENTS

     ISSUANCE OF COMMON STOCK - During April 2003 the Company  issued  2,560,000
     shares of common stock valued at $179,800 for services.

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

     During May 2003 the Company  issued 476,000 shares of common stock pursuant
     to redeeming 7,000 shares of preferred  stock held by certain  stockholders
     valued at $35,000.

     During May 2003 the Company  issued 50,000 shares of common stock valued at
     $4,000 for services. $98,940 for services.

     ISSUANCE  OF SERIES A  PREFERRED  STOCK - During  April  2003,  the Company
     issued  80,000 shares of Series A preferred  stock to certain  officers for
     services  rendered.  The stock is convertible to common stock at a ratio of
     100-to-1 and is valued at $640,000.

     AGREEMENT TO ISSUE COMMON STOCK - 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 3,000,000 shares have not been issued as of the
     date of the filing of the March 2003 Form 10-QSB

     LETTER OF INTENT - During April 2003, the Company signed a Letter of Intent
     to Acquire Olive Denk (the "Letter"), a private California corporation that
     under an  exclusive  license,  markets  and sells  certain  products  of an
     Italian  corporation.  Based on the Letter,  the Company will perform a due
     diligence  evaluation of all assets of Olive Denk, tangible and intangible,
     including appreciation or depreciation.  The agreed upon evaluation will be
     incorporated into the final acquisition agreement.

     Under the Letter, the Company will acquire 100% of the equity in Olive Denk
     through  the  issuance  of the  Company's  common  stock based on the final
     agreed-upon valuation. The number of shares issued will be calculated using
     the average  closing price in the previous 20 trading days of the Company's
     common stock.

     Should certain issues make an acquisition of Olive Denk not worthwhile, the
     Company will explore the option to acquire  certain assets and  liabilities
     of Olive Denk.

                                       10
<PAGE>
ITEM 2 MANAGEMENT'S PLAN OF OPERATION

GENERAL

Barrington  Foods  International,  Inc. (BFII) is a start-up  company that began
developing  its  products  in 2000.  Light  sales  activity  began in the second
quarter of 2002 and have continued. Sales in 2002 were $73,456. During the three
months ended March 31, 2003 sales were $8,081.  Consulting and professional fees
expense  from  inception  through  March 31, 2003 is primarily  attributable  to
issuances of stock.  BFII had limited  resources for cash outlay from  inception
through March 31, 2003.  During 2002 and 2003, BFII has engaged in activities to
raise  capital  through  both  debt  and  equity  financing.  BFII is  currently
negotiating a major  financing  agreement which  management  expects to close by
June 30,  2003.  Management  believes  it is  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. Management expects sales levels
will consistently  increase through the fourth quarter of 2003 and continue into
2004.

During the three months ended March 31, 2003, the Company incurred a net loss of
$807,312, or losses of $0.04, per share.

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

The Company  has  achieved no  significant  revenue or profits to date,  and the
Company  anticipates  that  it  will  continue  to  incur  net  losses  for  the
foreseeable future. As of March 31, 2003, the Company had an accumulated deficit
of $13,625,770.
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 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
<PAGE>
RESULTS OF OPERATIONS

As a  developmental  stage Company,  the Company  generated no revenues from its
inception through March of 2002. Limited sales began in April 2002 and continued
through March 2003.

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

BFII is negotiating an alliance with a distributor in Southeast  Asia.  BFII and
the distributor are planning to form a joint venture.  Shipments of BFII product
to Southeast Asia should begin in mid 2003. In addition,  this alliance provides
opportunities  for BFII to import  products  (such as jack fruit and coffee) for
distribution in the United States and other countries.

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

LIQUIDITY AND CAPITAL RESOURCES

In January  2003,  BFII (the  Company),  issued  1,038,000  shares of restricted
common stock  pursuant to  redeeming  23,800  shares of preferred  stock held by
certain shareholders valued at $119,000.

In January 2003, the Company issued 791,429 shares of restricted common stock to
satisfy obligations due to related parties totaling $80,000.

In January 2003, the Company issued 429,286 shares of restricted common stock to
satisfy other liabilities totaling $27,500.

In January 2003, the Company issued 67,500 shares of restricted common stock for
cash totaling $7,450.

In February 2003,  the Company  issued 50,179 shares of restricted  common stock
for cash totaling $3,700.

In February 2003,  the Company  issued 40,000 shares of restricted  common stock
valued at $2,400 as payment of interest on a promissory note payable.

In March 2003,  the Company  issued  5,448,000  shares of common stock valued at
$523,760 for services to be rendered.

In March 2003, the Company  issued 874,000 shares of restricted  common stock to
satisfy other liabilities totaling $44,700.

                                       12
<PAGE>
In March 2003, the Company  issued 20,000 shares of restricted  common stock for
cash totaling $1,000.

In March 2003,  the Company  issued  250,000  shares of restricted  common stock
valued at $30,000 as payment of interest accrued on a promissory note payable.

In March 2003, the Company  issued 650,000 shares of restricted  common stock to
satisfy an obligations due to related parties totaling $84,500.

In April 2003,  the Company  issued  2,560,000  shares of common stock valued at
$179,800 for services rendered.

In April 2003, the Company  issued 80,000 shares of Series A preferred  stock to
certain officers for services rendered. The stock is convertible to common stock
at a ratio of 100:1 and is valued at $640,000.

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

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

In May 2003, the Company  issued  476,000  shares of restricted  common stock to
replace  238,000 shares or unrestricted  stock  transferred by a stock holder to
other stock holders pursuant to an agreement to redeem 7,000 shares of preferred
stock valued at $35,000.

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 commence certain projects and
pursue additional business.  There is no assurance that the Company will be able
to raise  sufficient  funding  to  enhance  the  Company's  financial  resources
sufficiently  to  generate  adequate  business  volume for the Company to become
profitable.

EMPLOYEES

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

MARKET FOR COMPANY'S COMMON STOCK

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

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.

                                       13
<PAGE>
This  Form  10-QSB  contains   statements   that   constitute   "forward-looking
statements."  These  forward-looking  statements can be identified by the use of
predictive,  future-tense or  forward-looking  terminology,  such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar terms.
These statements  appear in a number of places in this  Registration and include
statements regarding the intent,  belief or current expectations of the Company,
its directors or its officers  with respect to, among other  things:  (i) trends
affecting the  Company's  financial  condition or results of operations  for its
limited history;  (ii) the Company's business and growth strategies;  and, (iii)
the  Company's   financing   plans.   Investors  are  cautioned  that  any  such
forward-looking  statements are not guarantees of future performance and involve
significant  risks  and  uncertainties,  and  that  actual  results  may  differ
materially from those projected in the forward-looking statements as a result of
various  factors.  Factors  that  could  adversely  affect  actual  results  and
performance  include,  among others,  the Company's limited  operating  history,
potential  fluctuations in quarterly operating results and expenses,  government
regulation, technological change and competition.

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

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within the 90 days prior to June 30, 2002, the Company carried out an evaluation
of the effectiveness of the design and operation of its disclosure  controls and
procedures  pursuant to Exchange Act Rule 13a-14. This evaluation was done under
the supervision and with the participation of the Company's  President and Chief
Financial Officer. Based upon that evaluation, they concluded that the Company's
disclosure  controls and  procedures  are effective in gathering,  analyzing and
disclosing  information needed to satisfy the Company's  disclosure  obligations
under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

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

CRITICAL ACCOUNTING POLICIES

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

                                       14
<PAGE>
PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In January  2003,  BFII (the  Company),  issued  1,038,000  shares of restricted
common stock  pursuant to  redeeming  23,800  shares of preferred  stock held by
certain shareholders valued at $119,000.

In January 2003, the Company issued 791,429 shares of restricted common stock to
satisfy obligations due to related parties totaling $80,000.

In January 2003, the Company issued 429,286 shares of restricted common stock to
satisfy other liabilities totaling $27,500.

In January 2003, the Company issued 67,500 shares of restricted common stock for
cash totaling $7,450.

In February 2003,  the Company  issued 50,179 shares of restricted  common stock
for cash totaling $3,700.

In February 2003,  the Company  issued 40,000 shares of restricted  common stock
valued at $2,400 as payment of interest on a promissory note payable.

In March 2003,  the Company  issued  5,448,000  shares of common stock valued at
$523,760 for services to be rendered.

In March 2003, the Company  issued 874,000 shares of restricted  common stock to
satisfy other liabilities totaling $44,700.

In March 2003, the Company  issued 20,000 shares of restricted  common stock for
cash totaling $1,000.

In March 2003,  the Company  issued  250,000  shares of restricted  common stock
valued at $30,000 as payment of interest accrued on a promissory note payable.

In March 2003, the Company  issued 650,000 shares of restricted  common stock to
satisfy an obligations due to related parties totaling $84,500.

In April 2003,  the Company  issued  2,560,000  shares of common stock valued at
$179,800 for services rendered.

In April 2003, the Company  issued 80,000 shares of Series A preferred  stock to
certain officers for services rendered. The stock is convertible to common stock
at a ratio of 100:1 and is valued at $640,000.

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

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

In May 2003, the Company  issued  476,000  shares of restricted  common stock to
replace  238,000 shares or unrestricted  stock  transferred by a stock holder to
other stock holders pursuant to an agreement to redeem 7,000 shares of preferred
stock valued at $35,000.

                                       15
<PAGE>
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

During the quarter  ended  March 31,  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

Barrington  filed a report  on Form  8-K  March 5,  2003 to  report a change  in
certifying  accountants.  Effective  February  28, 2003 the  Company  decided to
replace Stonefield  Josephson,  Inc (SJI) with L.L. Bradford & Co. LLC (LLBC) to
act as the  Company's  independent  certified  public  accountants.  SJI did not
perform  an audit but  performed  quarterly  reviews.  The  predecessor  to SJI,
Merdinger,  Fruchter,  Rosen, & Corso,  P.C.  (MFRC)  performed the audit of the
December  2001 annual  financial  statements.  LLBC  performed  the audit of the
December 2002 annual  financial  statements.  The reports of MFRC 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 LLBC  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: May 14, 2003.


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

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

                                       16
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Barrington Foods International,  Inc.
(the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the undersigned,  in the capacities and on the dates indicated below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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

By: /s/ Rendal Williams                       Date May 14, 2003
    ------------------------                       ------------
    Rendal Williams
    Chief Executive Officer
    Chief Financial Officer

                                       17
<PAGE>
                                  CERTIFICATION
                             PURSUANT TO SECTION 302

I, Rendal Williams, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: May 14, 2003                           By: /s/ Rendal Williams
                                                 -------------------
                                                 Chief Executive Officer
                                                 Chief Financial Officer

                                       18