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, 2002
----------------------------------------------------------------------------
[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
----------------------------------------------------------------------------

                         Commission File Number: 0-25523

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

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


       3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV      89109
       ----------------------------------------------------   ----------
             (Address of principal executive offices)         (Zip Code)

          Registrant's Phone: (702) 990-3623  Fax: (702) 990-3624

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

                                                          Yes [X]  No [ ]

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.

                                                          Yes [ ]  No [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 16, 2002, the issuer had 9,876,015 shares of common stock issued
and outstanding; 236,500 shares of preferred stock are outstanding.


Transitional Small Business Disclosure Format check one: Yes ( ) No [X]
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   3
          Consolidated Balance Sheet (unaudited)...............   4
          Consolidated Statements of Operations (unaudited)....   5
          Consolidated Statements
              of Shareholders' Equity (unaudited)..............   6

          Consolidated Statements of Cash Flows (unaudited)....   7
          Notes to Consolidated Financial Statements...........  8-17

Item 2.  Management's Plan
         of Operation..........................................  18

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................  22

Item 2.   Changes in Securities and Use of Proceeds............  22

Item 3.   Defaults upon Senior Securities......................  22

Item 4.   Submission of Matters to a Vote
          of Security Holders..................................  22

Item 5.   Other Information....................................  22

Item 6.   Exhibits and Reports on Form 8-K.....................  23

Signatures.....................................................  24


                                     2

<PAGE>

PART I. FINANCIAL INFORMATION

The unaudited financial statements of registrant for the three months ended
March 31, 2002, follow.  The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of the
results for the interim period presented.

                                      3

<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
                                                   March 31,     December 31,
                                                --------------   ------------
                                                     2002            2001
                                                --------------   ------------
<S>                                             <C>              <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                     $           -    $
  Prepaid expenses and other current assets           106,952            700
                                                -------------    ------------
    Total current assets                              106,952            700
                                                -------------    ------------
PROPERTY AND EQUIPMENT, net of accumulated
  depreciation of $51                                     887            972
                                                          887            972
    TOTAL ASSETS                                $     107,839     $    1,672
                                                =============     ===========
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Bank overdraft                                $         167     $      622
  Accounts payable and accrued expenses               122,217         60,864
  Due to related parties                               77,252         77,252
  Notes payable - related parties                     179,368        132,795
  Promissory note                                                    700,000
                                                -------------    ------------
    Total current liabilities                         379,003        971,533
                                                -------------    ------------
Commitments and contingencies                               -              -

STOCKHOLDERS' DEFICIENCY
  Common stock, $0.001 par value, 50,000,000 common shares
     authorized; 3,000,000 preferred shares authorized
     At par value                                       7,963          5,830
  Additional paid-in capital                        4,980,648      3,370,670
  Accumulated deficit                              (5,259,775)    (4,346,361)
                                                -------------    ------------
    Total stockholders' deficiency                 (  271,165)    (  969,861)
                                                -------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY  $     107,839    $    1,672
                                                =============    ============
</TABLE>

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

                                        4
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                         (A Development Stage Company)


<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS

                                          For the Quarter   For the Year Ending
                                              March 31,         December 31,
                                          ---------------   -------------------
                                                2002                2001
                                          ---------------   -------------------
<S>                                       <C>                <C>
REVENUE                                   $           -      $           -
OPERATING EXPENSES
  Depreciation and amortization                      85                 51
  Consulting and professional fees              876,298          3,532,908
  E-Bait acquisition cost                                         -700,000
  Travel and entertainment                        2,400            -25,626
  Rent expense                                   11,346            -14,134
  Other general and administrative expenses       9,784            -30,718
     Total operating expenses                   899,913          4,303,437
                                          -------------      -------------
LOSS FROM OPERATIONS                           (899,913)        (4,303,437)
                                          -------------      -------------

OTHER EXPENSE
  Interest expense                               13,500            -22,924
                                          -------------      -------------
LOSS BEFORE PROVISION
 FOR INCOME TAXES                              (913,413)        (4,326,361)

PROVISION FOR INCOME TAXES                            -                  -
                                          -------------      -------------
NET LOSS                                  $    (913,413)     $  (4,326,361)
                                          =============      =============
NET LOSS PER COMMON SHARE
Basic and diluted                           $  (   0.14)     $  (     2.12)
                                          =============      =============

</TABLE>


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

                                       5
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
              CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                         Deficit
                                                       Accumulated
                              Common Stock  Additional  During the
                          -----------------  Paid-in   Development
                            Shares   Amount  Capital      Stage        Total
                          ---------  ------ ---------- ----------- -------------
<S>                       <C>        <C>    <C>        <C>          <C>
Balance at
 Dec, 8, 2000
 (Inception)                      -  $    - $        - $         -  $         -

Issuance of founder
 shares for services      1,772,015   1,772     18,228           -       20,000

Net loss                          -       -          -     (20,000)     (20,000)
                          ---------  ------ ---------- ----------- -------------
Balance at
December 31, 2000         1,772,015   1,772     18,228     (20,000)           -

Acquisition of net
Assets of E-Bait, Inc.      228,000     228       (228)          -            -

Issuance of common
Stock for services        3,830,000   3,830  3,352,670           -    3,356,500

Net loss                          -       -          -  (4,326,361)  (4,326,361)
                          ---------  ------ ---------- ----------- -------------
Balance at
December 31, 2001         5,830,015  $5,830 $3,370,670 $(4,346,361) $ (969,861)
                          ---------  ------ ---------- ----------- -------------
Issuance of
common stock
for services              1,723,925   1,724    727,124           -     728,898

Issuance of
common stock
for property                172,075     172     96,190                  96,362

Common Stock
Balance at
March 31, 2002            7,726,015   7,726  4,194,034           -          -
                          =========   =====  ========= =========== ==========
Issuance of
preferred stock
for services                 96,500      97     86,754          -       86,850

Issuance of
preferred stock
in lieu of
promissory note             140,000     140    699,860          -      700,000
                          ---------  ------ ---------- ----------- -----------
Preferred Stock
Balance at
March 31, 2002              236,500     237    786,614
                          ---------  ------ ---------- ----------- -----------
Net loss                          -       -          -     (913,413)  (913,413)

Balance at
March 31, 2002                       $ 7,963 $4,980,648 $(5,259,774)$ (271,164)
                          =========   ====== ========== =========== ===========


</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       6
<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (A Development Stage Company)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          For the Quarter   For the Year Ending
                                              March 31,         December 31,
                                          ---------------   -------------------
                                                2002                2001
                                          ---------------   -------------------
<S>                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                 $    (913,413)     $  (4,326,361)
Adjustments to Reconcile Net Loss to Net
  Cash Used In Operating Activities:
  Issuance of common stock for services        815,749          3,356,500
  E-Bait acquisition cost                                         700,000
  Depreciation expense                              85                 51
Changes in Certain Assets and Liabilities:
  Increase in prepaid expenses and
     other current assets                     (  5,890)              (700)
  Increase in accounts payable
     and accrued expenses                       61,351             60,864
  Increase in due to related parties                               77,252
                                          -------------      -------------
NET CASH USED IN OPERATING ACTIVITIES         ( 42,122)          (132,394)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment            (  4,000)            (1,023)
                                          -------------      -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in bank overdraft                    (   455)                622
Proceeds from notes
     payable - related parties                 46,573             132,795
                                          -------------      -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES      42,122             132,394
                                          -------------      -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS           -                   -
CASH AND CASH EQUIVALENTS - BEGINNING               -                   -
                                          -------------      -------------
CASH AND CASH EQUIVALENTS - ENDING        $         -        $          -
                                          ===========        ============
CASH PAID DURING THE YEAR FOR:
Interest Expense                          $         -        $          -
                                          ===========        ============
Income Taxes                              $         -        $          -
                                          ===========        ============

</TABLE>

NON-CASH FINANCING ACTIVITY:
o  As discussed  in  Notes 1, 2, 4 and 5, the Company had certain non-cash
   activities relating to the issuance of common stock.

The accompanying notes are an integral part of the consolidated financial
statements.

                                       7
<PAGE>



                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND DECEMBER 31, 2001



NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Basis of Presentation
            ---------------------
            The  accompanying  consolidated financial  statements  include  the
            accounts of Barrington  Foods  International,  Inc. (the "Company")
            formerly known as E-Bait, Inc. ("E-Bait"), incorporated  under  the
            laws of the State of California on February 4, 1999 and its wholly-
            owned   subsidiary,   Barrington   International   Marketing,  Inc.
            ("BIMI"),  incorporated  under the laws of the State of  Nevada  on
            December 8, 2000 (owned 100%  by  the  Company).   The  Company  is
            currently  a  development  stage enterprise under the provisions of
            Statement of Financial Accounting Standards ("SFAS") No. 7.

            All significant intercompany  accounts  and  transactions have been
            eliminated in consolidation.

            The  accompanying  consolidated  financial  statements   have  been
            prepared   in   conformity  with  accounting  principles  generally
            accepted  in  the United  States  of  America,  which  contemplates
            continuation of the Company as a going concern.  As of December 31,
            2001, the Company  has  generated no revenue to date, has a working
            capital deficiency of $969,961  and  is  still  in  the development
            stage.   These factors raise substantial doubt about the  Company's
            ability  to   continue   as  a  going  concern.   The  accompanying
            consolidated financial statements  do  not  include any adjustments
            relative to the recoverability and classification of asset carrying
            amounts or the amount and classification of liabilities  that might
            result  from  the  outcome  of  this  uncertainty.   Management  is
            currently initiating their business plan and in the process raising
            additional  capital.   There  can  be no assurances that sufficient
            financing will be available on terms  acceptable  to the Company or
            at all.

            Management  believes  that  actions  are presently being  taken  to
            revise the Company's operating and financial  requirements in order
            to improve the Company's operational cycle.


                                       8
<PAGE>



                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Line of Business
            ----------------
            The  Company  is  involved  in  development  and  distribution   of
            innovative  products.   It  is  a fast growing, world-wide food and
            trading company, with distribution  and  access to resources around
            the world.  The Company's core product line  is soy and dairy based
            powdered milk products.  Currently, the Company's principal product
            is Pride & Joy, an infant formula.  The Company  has other numerous
            products   in   various  stages  of  development,  patenting,   and
            distribution.

            Use of Estimates
            ----------------
            The  preparation  of   financial   statements  in  conformity  with
            accounting principles generally accepted  in  the  United States of
            America 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  revenue  and
            expenses during the periods presented.  Actual results could differ
            from those estimates.

            Cash and Cash Equivalents
            -------------------------
            The Company considers all  highly liquid investments purchased with
            original maturities of three months or less to be cash equivalents.

            Concentration of Credit Risk
            ----------------------------
            The Company places its cash in what it believes to be credit-worthy
            financial institutions.  However,  cash  balances may have exceeded
            FDIC insured levels at various times during  the year.  The Company
            has not experienced any losses in such accounts  and believes it is
            not  exposed  to  any  significant  credit  risk on cash  and  cash
            equivalents.

            Property and Equipment
            ----------------------
            Property and equipment is stated at cost.  Depreciation is computed
            using  the  straight-line  method based upon the  estimated  useful
            lives of the various classes  of  assets.   Maintenance and repairs
            are charged to expense as incurred.

                                       9
<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Income Taxes
            ------------
            Income  taxes  are  provided for based on the asset  and  liability
            method of accounting  pursuant  to  SFAS  No.  109, "Accounting for
            Income  Taxes."   The  asset  and  liability  method  requires  the
            recognition of deferred tax assets and liabilities for the expected
            future  tax  consequences  of  temporary  differences  between  the
            reported amount of assets and liabilities and their tax basis.

            Advertising Costs
            -----------------
            Advertising costs are expensed as incurred and included in selling,
            general and administrative expenses.

            Fair Value of Financial Instruments
            -----------------------------------
            The  carrying value of cash and cash equivalents, due from  related
            party,  loan receivable, accounts payable and accrued expenses, due
            to related  party, notes payable approximates fair value due to the
            relatively short maturity of these instruments.  The Company has no
            long-term payables as of December 31, 2001.

            Long-Lived Assets
            -----------------
            SFAS No. 121,  "Accounting  for the Impairment of Long-Lived Assets
            and for Long-Lived Assets to  be  Disposed  of" requires that long-
            lived assets be reviewed for impairment whenever  events or changes
            in circumstances indicate that the carrying amount  of an asset may
            not  be  recoverable.   The Company has adopted this statement  and
            determined no impairment loss needs to be recognized as of December
            31, 2001.

            Stock-Based Compensation
            ------------------------
            SFAS   No.   123,  "Accounting   for   Stock-Based   Compensation,"
            encourages, but  does not require, companies to record compensation
            cost for stock-based  employee  compensation  plans  at fair value.
            The  Company  has  chosen  to  continue  to account for stock-based
            compensation  using  the  intrinsic  value  method   prescribed  in
            Accounting Principles Board Opinion No. 25, "Accounting  for  Stock
            Issued  to  Employees,"  and related interpretations.  Accordingly,
            compensation cost for stock  options  is measured as the excess, if
            any, of the quoted market price of the  Company's stock at the date
            of the grant over the amount an employee  must  pay  to acquire the
            stock.

                                        10
<PAGE>



                    - BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       MARCH 31, 2002 AND DECEMBER 2001

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Loss Per Share
           ---------------
            SFAS No. 128, "Earnings Per Share" requires presentation  of  basic
            loss  per  share ("Basic LPS") and diluted loss per share ("Diluted
            LPS").

            The computation  of  basic  loss  per share is computed by dividing
            loss  available  to  common stockholders  by  the  weighted-average
            number of outstanding common shares during the period.  Diluted LPS
            gives effect to all dilutive  potential  common  shares outstanding
            and all shares held in treasury during the period.  The computation
            of diluted LPS does not assume conversion, exercise  or  contingent
            exercise  of securities that would have an anti-dilutive effect  on
            losses.

            The shares  used  in  the  computation  of  loss  per share were as
            follows:
                                              March 31,         December 31,
                                              ---------         ------------
                                                2002                2001
                                              ---------         ------------
            Basic and diluted                 6,642,345           2,038,000
                                              =========         ============

            Comprehensive Income
            --------------------
            SFAS   No.   130,  "Reporting  Comprehensive  Income,"  establishes
            standards for the reporting and display of comprehensive income and
            its components  in  the  financial  statements.  As of December 31,
            2001   and   2000,  the  Company  has  no  items   that   represent
            comprehensive  income;  therefore,  has  not included a schedule of
            comprehensive income in the financial statements.

            Segment Disclosure
            ------------------
            SFAS  No.  131,  "Disclosure about Segments of  an  Enterprise  and
            Related  Information"  changes  the  way  public  companies  report
            information  about  segments.   SFAS No. 131, which is based on the
            selected segment information, requires  quarterly  and  entity-wide
            disclosures about products and services, major customers,  and  the
            material  countries  in  which  the entity holds assets and reports
            revenues.  The Company has adopted  SFAS No. 131 and has determined
            it operates in one segment.

            Recent Accounting Pronouncements
            --------------------------------
            On  June  29,  2001,  SFAS  No. 141, "Business  Combinations,"  was
            approved  by  the Financial Accounting  Standards  Board  ("FASB").
            SFAS 141 requires  that  the  purchase method of accounting be used
            for  all  business  combinations initiated  after  June  30,  2001.
            Goodwill and certain  intangible  assets will remain on the balance
            sheet and not be amortized.  On an  annual basis, and when there is
            reason  to  suspect  that  their  values have  been  diminished  or
            impaired, these assets must be tested for

                                       11


<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Recent Accounting Pronouncements (continued)
            --------------------------------------------
            impairment,  and  write-downs may be  necessary.   The  Company  is
            required to implement SFAS No. 141 on January 1, 2002 and it has not
            determined the  impact,  if  any,   that  this  statement will have
            on  its consolidated financial position or results of operations.

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

            During June 2001,  SFAS  No.  143, "Accounting for Asset Retirement
            Obligation," was issued.  SFAS  No.  143  is  effective  for fiscal
            years beginning after June 15, 2002, and will require companies  to
            record  a  liability for asset retirement obligations in the period
            in  which  they   are  incurred,  which  typically  could  be  upon
            completion or shortly  thereafter.   The  FASB decided to limit the
            scope to legal obligation and the liability  will  be  recorded  at
            fair  value.   The  effect  of  adoption  of  this  standard on the
            Company's  results of operations and financial positions  is  being
            evaluated.

            During August 2001, SFAS No. 144, "Accounting for the Impairment or
            Disposal of  Long-Lived  Assets"  was  issued.   SFAS  No.  144  is
            effective  for  fiscal years beginning after December 15, 2001.  It
            provides a single  accounting  model  for  long-lived  assets to be
            disposed   of  and  replaces  SFAS  No.  121  "Accounting  for  the
            Impairment  of  Long-Lived  Assets  and  Long-Lived  Assets  to  Be
            Disposed Of."  The effect of adoption of this standard on Company's
            results of operations and financial positions is being evaluated.

                                       12
<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 2 -    RELATED PARTY TRANSACTIONS

            The Company has  related  party transactions with several directors
            and  officers  of  the  Company   as   well   as  other  affiliated
            corporations.    All   related   party   transactions  within   the
            consolidated  group have been eliminated.   The  Company's  related
            party transactions are as follows:

            Due to Related Parties

                                                    March 31,   December  31,
                                                    -------------------------
                                                        2002        2001
                                                    -----------   -----------
            a)Rendal Williams                         $ 110,567    $ 70,567
            b)Ellis Morris                                6,685       6,685
                                                      =========    =========
                                                      $ 117,252    $ 77,252

            a)As of March 31,  2001,  the  Company had a payable due to officer
               totaling $110,567, relating to  accrued  fees  for  the services
               performed.

            b)As  of  March  31,  2001,  the  Company  had  a  payable  due  to
               shareholder  totaling $6,685, relating to advances for operating
               expenses.

            Notes Payable - Related Party
                                                              December  31,
                                                           --------------------
                                                               2001      2000
                                                           ---------------------
            a) Regal Holdings                            $  73,935   $   75,935
            b) Marcia Falk                                  19,993       19,993
            c) Christopher Carmen                           15,000       15,000
            d) Lyn Thomson                                   8,000        8,000
            e) Greg Taylor                                 36,000
            f) Other                                        26,440       13,867
                                                         ---------    ---------
                                                         $ 179,368    $ 132,795
                                                         =========    =========
            The  above  unsecured notes were made for working capital purposes.
            These notes are  payable  upon demand and bear interest at the rate
            of 7% to 10% per annum.  Since  it  is  anticipated  that the notes
            will  be called, they are classified as short-term.  For  the  year
            ended December 31, 2001 and 2000, interest expense was $1924 and $-
            0-, respectively.

                                        13

<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 3 -    COMMITMENTS AND CONTINGENCIES

            Office Lease
            The Company  rents  office space under a month-to-month lease.  For
            the quarter ended March 31, 2002 rent expense was $11,346.

            JSCO Acquisition
            On September 24, 2001,  the  Company  and JSCO and Associates, Inc.
            ("JSCO") entered into an agreement (the  "Agreement")  whereby  the
            Company  would  exchange  300,000  shares  of its restricted common
            stock  for  all  of  the  outstanding capital stock  and  ownership
            interest of JSCO.  As of December  31,  2001,  this transaction did
            not consummate and the Company is still in negotiations  with  JSCO
            on completing the Agreement.

NOTE 4 -    STOCKHOLDERS' DEFICIENCY

            Common stock
            The aggregate number of shares of common stock that the Company has
            authority  to  issue is 50,000,000 shares at a par value of $0.001.
            As of March 31, 2002 and December 31, 2001, 7,726,015 and 5,830,015
            were issued and outstanding respectively.

            Common Stock Issuances
            The  Company retained  the  services  of  various  individuals  and
            entities for purposes of assisting the Company in its corporate and
            product  development,  in addition to legal fees to cover costs and
            expenses prior to its obtaining  sufficient capital for operations.
            These individuals received 1,723,925 shares of the Company's common
            stock as compensation during the quarter ended March 31, 2002.  The
            Company  has  recognized  consulting   expense   totaling  $728,898
            relating to the issuance of these shares.

            On  February  19,  2002, the Company issued 172,075 shares  of  the
            Company's restricted  common  stock  to its certain shareholders of
            another company pursuant to making an  agreement to transfer assets
            of the other company to become assets of the Company.

            Preferred Stock
            The Company has authority to issue 3,000,000  shares  of  preferred
            stock at par value $0.001.  As of March 31, 2002 236,500 shares  of
            preferred stock are issued and outstanding.


                                       14


<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 4 -    STOCKHOLDERS' DEFICIENCY (continued)

            Preferred Stock Issuances
            On January 9, 2002 the Company issued 140,000 shares of preferred
            stock at stated value of $5.00 per share in lieu of a promissory
            note with face value of $700,000 made to former shareholder of the
            former E-Bait, Inc.

            On  January 9, 2002 the Company issued 96,500 in preferred stock to
            the Chairman and CEO for services.

NOTE 5 -    INCOME TAXES

            The components of the provision for income taxes are as follows:

                                           For The Quarter      Year Ended
                                             Ended March 31,    December 31,
                                           -----------------    -------------
                                               2002                 2001
                                           -----------------    -------------
            Current Tax Expense
              U.S. Federal                $        -            $         -
              State and Local                      -                      -
                                          ----------            -----------
            Total Current                          -                      -
                                          ----------            -----------
            Deferred Tax Expense
              U.S. Federal                         -                      -
              State and Local                      -                      -
                                          ----------            -----------
            Total Deferred                         -                      -
                                          ----------            -----------

            Total Tax Provision (Benefit) from
             Continuing Operations        $        -           $          -
                                          ==========           ============

            The reconciliation  of the effective income tax rate to the Federal
            statutory rate is as  follows  for the quarter ended March 31, 2002
            and  the year ended December 31, 2001:

            Federal Income Tax Rate                                 ( 34.0)%
            Effect of Valuation Allowance                             34.0%
                                                                    -------
            Effective Income Tax Rate                                  0.0%


                                        15


<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 5 -    INCOME TAXES (continued)

            At  March  31, 2002, the Company had  net  carryforward  losses  of
            approximately  $5,259,775.   Because  of the current uncertainty of
            realizing  the  benefit  of  the  tax  carryforwards,  a  valuation
            allowance  equal  to the tax benefit for deferred  taxes  has  been
            established.  The full  realization  of  the tax benefit associated
            with  the carryforwards depends predominantly  upon  the  Company's
            ability to generate taxable income during the carryforward period.

            Deferred  tax  assets and liabilities reflect the net tax effect of
            temporary differences  between  the  carrying  amount of assets and
            liabilities for financial reporting purposes and  amounts  used for
            income  tax  purposes.   Significant  components  of  the Company's
            deferred tax assets and liabilities are as follows:

                                                  March 31,      December 31,
                                               ------------------------------
                                                    2002             2001
                                               -------------    -------------
            Deferred Tax Assets
                         Loss Carryforwards    $ 1,477,000      $ 1,477,000
              Less:  Valuation Allowance        (1,477,000)       1,477,000
                                               ------------     ------------
            Net Deferred Tax Assets            $         -      $         -
                                               ===========      ===========

            Net  operating  loss carryforwards expire starting in 2007  through
            2019.  Per year availability  is  subject  to  change  of ownership
            limitations under Internal Revenue Code Section 382.

                                        16

<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 6 -    SUBSEQUENT EVENTS

            On  April  24,  2002  the  Company  issued  500,000  shares  of its
            restricted  common  stock  valued  at  $55,000  as  compensation to
            officers and outside contractors.

            On May 6, 2002 the Company issued 750,000 shares of its  restricted
            common  stock  valued  at  $82,500 as compensation to officers  and
            outside contractors.

            On  May  8, 2002 the Company issued  225,000  of  its  unrestricted
            common stock for services.

            On May 8,  2002 the Company issued 175,000 of its restricted common
            stock in lieu of a promissory note to a stock holder/creditor.

            On May 8, 2002  the Company issued 500,000 of its restricted common
            stock pursuant to a private placement.


                                        17

<PAGE>




ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS

General
-------

BFII is a start-up company that developed its initial business plan in 2001.
BFII commenced sales and operations to support sales in April 2002.
Accordingly, BFII had no revenue or cost of goods sold in the quarter ended
March 31, 2002.  BFII incurred expenses related to administrative and
organizational costs in the quarter ended March 31, 2002. Compensation
expense in the quarter ended March 31, 2002 is primarily attributable to
issuances of stock.  BFII had limited resources for cash outlay in 2001 and
the first quarter of 2002.  During the second quarter of 2002, BFII plans
to engage in activities to raise capital through both debt and equity
financing.  Management expects sales levels will be low until third
quarter of 2002.

During the quarter ended March 31, 2001, the Company incurred a net loss
of $913,413, or a loss of $0.14 per share.  The Company does not have
comparable data for the quarter ended March 31, 2001.

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

The Company has achieved no revenues or profits to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future.  As of March 31, 2001, the Company had an accumulated
deficit of $5,259,775.

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.




                                      18
<PAGE>

The Company's independent auditor has issued the following Going Concern
Comment, in their Audit Report for the audit of the financial statements
of December 31, 2001.  Without realization of additional capital,
it would be unlikely for the Company to continue as a going concern.  The
Company plans to raise operating capital via debt and equity offerings.
However, there is no assurances that such offerings will be successful or
sufficient to fund the operations of the Company.  In the event the
offerings are insufficient, the Company has not formulated a plan to
continue as a Going Concern.

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

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


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

The Company is authorized to issue 50,000,000 shares of its $0.001 par value
common stock and 3,000,000 shares of its $0.001 par value Series A, B and C
preferred stock.

On  January 9, 2002 the Company issued 140,000 shares of its preferred stock
with a stated  value of $5.00 per share to certain of the former shareholders
of E-Bait, Inc. in lieu of a promissory note for $700,000 which represents
the consideration for the agreement and reorganization between E-Bait and
BFII.

On January 11, 2002, the Company issued 475,000 shares of its unrestricted
common  stock, valued at $356,250, for consulting services.

On January 24, 2002 the Company issued 200,000 shares of its restricted
common stock to replace 475,000 shares of its unrestricted stock issued for
compensation on December 20, 2001 to certain consultants for services
performed.

On April 24, 2002 the Company issued 500,000 shares of its restricted common
stock valued at $55,000 to certain officers and outside contractors as
compensation for services performed.

On May 6, 2002 the Company issued 750,000 shares or its restricted common
stock valued at $82,500 to certain officers and outside contractors for
services performed.

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


                                      19
<PAGE>

Employees
---------

The Company currently has five (5) employees.  Three of these individuals
serve as Officers of the Company.  The Company does not intend to add
employees until it starts generating revenues.


Market For Company's Common Stock
---------------------------------

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


Dividend Policy
---------------

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


Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended.  All statements, other
than statements of historical facts, included or incorporated by reference
in this Form 10-QSB which address activities, events or developments which
the Company expects or anticipates will or may occur in the future,
including such things as future capital expenditures (including the amount
and nature thereof), finding suitable merger or acquisition candidates,
expansion and growth of the Company's business and operations, and other
such matters are forward-looking statements.  These statements are based
on certain assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current conditions and
expected future developments as well as other factors it believes are
appropriate in the circumstances.  However, whether actual results or
developments will conform with the Company's expectations and predictions
is subject to a number of risks and uncertainties, general economic  market
and business conditions; the business opportunities (or lack thereof) that
may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company.



                                      20
<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.

                                      21
<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

All common share values reflected in this Form 10QSB reflect a 1 for 10
reverse stock split which took place on December 10, 2001.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended March 31, 2002, no matters were submitted to
the Company's security holders.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

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

EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  ---------------------------------------------------------------------
(3)      ARTICLES OF INCORPORATION AND BY-LAWS

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

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

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

(3)  Previously filed as an exhibit as a Current Report on Form 8-K, which
     was originally filed on June 27, 2001, and incorporated herein by
     reference.

                                      22
<PAGE>

(b)  REPORTS ON FORM 8-K

Barrington filed a Current Report on Form 8-K dated August 29, 2001,
containing information pursuant to Item 5 ("Other Events") entitled
"Issuance of Dividend."

Barrington filed a Current Report on Form 8-K dated June 27, 2001,
containing information pursuant to Item 1 ("Changes in Control of
Registrant"); Item 7 ("Exhibits") entitled "Acquisition Agreement."
This Current Report on Form 8-K was subsequently amended and filed
on February 1, 2002.

Barrington filed a Current Report on Form 8-K dated May 13, 2002,
containing information pursuant to Item 5 ("Other Events") entitled
"Company disclosures" and Item 7 ("Exhibits") entitled "Articles of
Incorporation, as amended for Barrington Foods International, Inc.,
dated December 5, 2001."
..


                                      23
<PAGE>

                                   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 21, 2002


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

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

                                      24
<PAGE>

5