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

                               AMENDMENT NO 1 TO
                                  FORM 10-QSB

(Mark One)

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

     For the quarterly period ended September 30, 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)


           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 [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS

As of December 4, 2002, the issuer had 16,009,015 shares of common stock
issued and outstanding.

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

                                    1

<PAGE>


                            Table of Contents



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

Item 1.   Financial Statements.................................   3
          Consolidated Balance Sheet (unaudited)...............   4
          Consolidated Statements of Operations (unaudited)....   5
          Consolidated Statements
            of Shareholders' Deficit (unaudited).  ............. 6-8

          Consolidated Statements of Cash Flows (unaudited)....  9-10
          Notes to Consolidated Financial Statements........... 11-18

Item 2.   Management's Plan
            of Operation........................................ 19-23

PART II.  OTHER INFORMATION
          -----------------

Item 1.   Legal Proceedings....................................  24

Item 2.   Changes in Securities and Use of Proceeds............  24

Item 3.   Defaults upon Senior Securities......................  24

Item 4.   Submission of Matters to a Vote
            of Security Holders................................  24

Item 5.   Other Information....................................  24

Item 6.   Exhibits and Reports on Form 8-K.....................  24

Signatures.....................................................  25

                                     2

<PAGE>

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

The unaudited consolidated financial statements of registrant for the three
months and the nine months ended September 30, 2002, follow.  The consolidated
financial statements reflect all adjustments that are, in the opinion of
management, necessary to a fair statement of the results for the interim period
presented.

                                      3

<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)

                   CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


                                                September 30,    December 31,
                                                --------------   ------------
                                                     2002            2001
                                                --------------   ------------
<S>                                             <C> (unaudited)  <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                     $       77,529   $          -
  Accounts receivable, net                               7,980              -
  Loan receivable, including $30,100 from
   related parties at September 30, 2002                30,800            700
  Prepaid expenses and other current assets             13,612              -
                                                --------------   ------------
    Total current assets                               129,921            700

PROPERTY AND EQUIPMENT, net of accumulated
  depreciation of $1,306 and $51, respectively          11,717            972

OTHER ASSETS                                             3,368              -
                                                --------------   ------------
    TOTAL ASSETS                                $      145,006   $      1,672
                                                ==============   ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Bank overdraft                                $            -    $       622
  Accounts payable and accrued expenses                142,800         60,864
  Due to related parties                               235,763         77,252
  Notes payable - related parties                      317,549        132,795
  Promissory note                                            -        700,000
                                                --------------   ------------
    Total liabilities                                  696,112        971,533
                                                --------------   ------------

STOCKHOLDERS' DEFICIENCY
  Convertible Preferred stock, Series A, $0.001
      par value, 1,000,000 shares authorized;
      96,500 shares issued and outstanding                  97              -
  Preferred stock, Series B, $0.001 par value,
      1,000,000 shares authorized; 140,000
      issued and outstanding                               140              -
  Preferred stock, Series C, $0.001 par value,
      1,000,000 shares authorized; none
      issued and outstanding                                 -              -
  Common stock, $0.001 par value, 100,000,000
      common shares authorized; 15,584,015 and
      5,830,015 shares issued and outstanding           15,584          5,830
  Additional paid-in capital                        11,402,180      3,370,670
  Deficit accumulated during development stage     (11,969,107)    (4,346,361)
                                                ---------------  -------------
    Total stockholders' deficiency                    (551,106)      (969,861)
                                                ---------------  -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY  $      145,006   $      1,672
                                                ==============   ============

</TABLE>

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

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

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                                  Period from
                                                                  Dec 8, 2000
                      Three months ended   Nine months ended   (inception) thru
                         September 30,        September 30,         Sep 30,
                       2002       2001       2002       2001         2002
                    ---------- ---------- ---------- ---------- --------------
<S>                 <C>        <C>        <C>        <C>        <C>
REVENUE,net         $    8,264 $        - $   29,289 $        - $       29,289

COST OF GOODS SOLD      12,800          -     40,061          -         40,061
                    ---------- ---------- ---------- ---------- --------------

GROSS PROFIT (LOSS)     (4,536)         -    (10,772)         -        (10,772)
                    --------------------- --------------------- ---------------

OPERATING EXPENSES
  Depreciation and
    amortization         1,170          -      1,255          -          1,306
  Consulting and
    professional fees  493,467      4,998  7,152,060      5,698     10,704,968
  E-Bait Acquicition
    Cost                     -          -          -          -        700,000
  Travel and
    entertainment       11,475      3,167     26,402      4,417         52,028
  Rent expense          13,389      4,355     24,743      4,355         38,877
  Product Development
    Cost                13,508          -    109,870          -        109,870
  Bad debt              60,757          -    124,757          -        124,757
  Other general and
    administrative
    expenses            86,883     46,559    109,595     46,584        140,313
                    ---------- ---------- ---------- ---------- --------------
  Total operations
    expenses           680,599     59,079  6,868,083     61,054     11,872,119
                    ---------- ---------- ---------- ---------- --------------

LOSS FROM OPERATIONS  (685,135)   (59,079) (7,559,454)  (61,054)   (11,882,891)

OTHER EXPENSE
  Interest expense     (15,600)          -   (62,292)          -       (86,216)
                     --------------------- --------------------- ---------------

Total Other
  Expense              (15,600)          -   (62,292)          -       (86,216)
                     --------------------- --------------------- ---------------

LOSS BEFORE PROVISION
    FOR INCOME TAXES  (700,735)   (59,079) (7,622,746)  (61,054)   (11,969,107)

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

NET LOSS              (700,735)   (59,079) (7,622,746)  (61,054)   (11,969,107)
                     ==========================================================
NET LOSS FOR
   COMMON SHARE     $    (0.06)$    (0.03)$     (0.82)$   (0.03)$        (2.34)
   Basic and diluted ==========================================================
WEIGHTED AVERAGE
   NUMBER OF COMMON
   SHARES OUTSTANDING-
   BASIC AND DILUTED 12,276,411  2,000,000   9,325,502 2,000,000      5,116,071
                     ========== ========== =========== ========= ==============

</TABLE>

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


                                        5
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)

                                                         Deficit
                                           Additional Accumulated
             Common Stock   Preferred Stock  Paid-In During Develop-
            Shares   Amount Shares Amount    Capital   ment Stage     Total
         ----------  ------ ------ ------ ----------  -------------  ----------
<S>      <C>         <C>    <C>    <C>    <C>         <C>            <C>
Balance at
Dec 8,2000        -  $    -      - $    - $        -  $           -  $        -

Issuance of
founder shares,
Dec 2000  1,772,015   1,772      -      -     18,228              -      20,000

Net loss          -       -      -      -          -       (20,000)    (20,000)
         ----------  ------ ------ ------ ----------  -------------  ----------

Balance at
Dec 31,
2000      1,772,015   1,772      -      -     18,228       (20,000)           -

Acquisition
of E-Bait   228,000     228      -      -      (228)             -            -

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

Net loss          -       -      -      -          -    (4,326,361) (4,326,361)
         ----------  ------ ------ ------ ----------  ------------- -----------

Balance at
Dec 31,
2001      5,830,015   5,830     -      -   3,370,670    (4,346,361)   (969,861)

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

Issuance of
common stock
for services,
Feb 19,2002
(un-
audited)  1,146,000   1,146      -      -    147,834              -     148,980

Issuance of
common stock
for services,
Mar 8, 2002
(un-
audited)    550,000     550      -      -     92,950              -      93,500

</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.
                                        6
<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

              Common Stock  Preferred Stock             Deficit
                                           Additional Accumulated
                                             Paid-In During Develop-
            Shares  Amount Shares  Amount    Capital   ment Stage     Total
         ---------- ------ ------- ------ ----------  -------------  ----------
<S>      <C>         <C>    <C>    <C>    <C>         <C>            <C>
Issuance of
Series B
Preferred
stock in
settlement
of A
promissory
note of
$700,000,
Jan 9, 2002
(un-
audited)          -      - 140,000    140    699,860              -     700,000
 Issuance of
Series A
Preferred stock
for services,
Jan 5, 2002
(un-
audited)          -      -  96,500     97  5,789,903              -   5,790,000

Contributions
to capital
(unaudited)                                  104,000              -     104,000

Issuance of
common stock
for services,
Apr 24, 2002
(unaudited) 500,000    500       -      -     54,500              -      55,000

Issuance of
common stock
for services,
May 6, 2002
(unaudited) 750,000    750       -      -    126,750              -     127,500

Issuance of
common stock
for services,
May 8, 2002
(unaudited) 225,000    225       -      -     26,775              -      27,000

Issuance of
common stock
for debt conversion,
May 8, 2002
(unaudited) 175,000    175       -      -     29,575              -      29,750

Issuance of
common stock
for services,
May 28, 2002
(unaudited) 100,000    100       -      -     14,900              -      15,000

Issuance of
common stock
for services,
May 31, 2002
(unaudited)1,000,000 1,000       -      -    209,000              -     210,000

Issuance of
common stock
for cash,
July 22, 2002
(unaudited) 100,000    100       -      -      9,900              -      10,000

Issuance of
common stock
for services,
July 22, 2002
(unaudited) 320,000    320       -      -     18,880              -      19,200

Issuance of
common stock
for property,
July 22, 2002
(unaudited) 250,000    250       -      -     14,750              -      15,000

Issuance of
common stock
for services,
August 1, 2002
(unaudited)  50,000     50       -      -      2,950              -       3,000

Issuance of
common stock
for cash,
August 1, 2002
(unaudited) 100,000    100       -      -      9,900              -      10,000

Issuance of
common stock
for services,
August 23, 2002
(unaudited)1,000,000 1,000       -      -     69,000              -      70,000

Issuance of
common stock
for services,
August 27, 2002
(unaudited) 125,000    125       -      -     12,375              -      12,500

</TABLE>

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

                                        7
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

              Common Stock  Preferred Stock             Deficit
                                           Additional Accumulated
                                             Paid-In During Develop-
            Shares  Amount Shares  Amount    Capital   ment Stage     Total
         ---------- ------ ------- ------ ----------  -------------  ----------
<S>      <C>         <C>    <C>    <C>    <C>         <C>            <C>
Issuance of
common stock
for cash,
August 27, 2002
(unaudited) 275,000    275       -      -     27,225              -      27,500

Issuance of
common stock
for services,
Sep 10, 2002
(unaudited)1,478,000 1,478       -      -    205,442              -     206,920

Issuance of
common stock
for cash,
Sep 10, 2002
(unaudited) 560,000    560       -      -     77,840              -      78,400

Issuance of
common stock
for services,
Sep 20, 2002
(unaudited)  20,000     20       -      -      2,580              -       2,600

Issuance of
common stock
for cash,
Sep 20, 2002
(unaudited) 180,000    180       -      -     23,220              -      23,400

Issuance of
common stock
for property,
Sep 20,2002
(unaudited) 650,000    650       -      -     83,850              -      84,500

Contributions to
capital
(unaudited)       -      -       -      -    191,751              -     191,751

Net loss
(unaudited)       -      -       -      -          -    (7,622,746) (7,622,746)
         ---------- ------ ------- ------ ----------  ------------- -----------

Balance
Sep 30, 2002
(un-
audited)15,584,015 $15,584 236,500 $  237 $11,402,180 $(11,969,107)  $(551,106)
        ========== ======= ======= ====== =========== =============  ==========
</TABLE>

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

                                         8

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

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                     For the Nine Months     For the Period
                                           Ended             From Inception
                                       Sep 30,    June 30,  (December 8, 2000)
                                        2002        2001    to Sep 30, 2002
                                    ------------ ---------- -------------------
<S>                                 <C>          <C>        <C>
CASH FLOW FROM OPERTING
 ACTIVITIES
Net loss                            $(7,622,746) $(61,054) $       (11,969,107)
Adjustments to Reconcile Net Loss
  to Net Cash Used In Operating Activities:
    Issuance of stock for services    6,989,510    20,000           10,366,010
  E-Bait acquisition cost                                              700,000
  Depreciation expense                    1,255         -                1,306
  Bad Debt Expense - stock receivable   100,751         -              100,751
  Discount on sale of stock to
    investors                            74,300         -               74,300
 Changes in Certain Assets and Liabilities:
  (Increase) decrease in assets:
  Accounts receivable                    (7,980)         -              (7,980)
  Prepaid expenses and
    other current assets                (43,712)         -             (44,412)
  Other assets                           (3,368)         -              (3,368)
  Increase (decrease) in liabilities:
  Accounts payable and
    accrued expenses                     81,936     41,054             142,800
  Due to related parties                158,511          -             235,763
                                    -----------  ---------  ------------------
NET CASH USED IN OPERATING ACTIVITIES  (271,543)         -            (403,937)
                                    ------------ ---------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment    (12,000)         -             (13,023)
                                    ------------ ---------- -------------------
NET CASH USED IN INVESTING ACTIVITIES   (12,000)         -             (13,023)
                                    ------------ ---------- -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase/Decrease in bank overdraft        (622)         -             (52,116)
Repayments for notes payable -
   related parties                      (52,116)         -             (52,116)
Proceeds from sale of stock             126,000          -             126,000
Proceeds from notes payable -
   related parties                      287,810          -             420,605
                                    -----------  ---------  ------------------

NET CASH PROVIDED BY
  FINANCING ACTIVITIES                  361,072          -             494,489
                                    -----------  ---------  ------------------

NET INCREASE IN CASH AND
  CASH EQUIVALENTS                       77,529          -              77,529
CASH AND CASH EQUIVALENTS - BEGINNING         -          -                   -
                                    -----------  ---------  ------------------
CASH AND CASH EQUIVALENTS - ENDING  $    77,529  $       -  $           77,529
                                    ===========  =========  ==================

</TABLE>


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

                                         9
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
         CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

                                     For the Nine Months    For the Period
                                           Ended            From Inception
                                      Sep 30,     Sep 30,  (December 8, 2000)
                                       2002        2001     to Sep 30, 2002
                                    ----------- ---------- --------------------
<S>                                 <C>         <C>        <C>

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

NON-CASH ACTIVITIES:

Notes payable converted to
  common stock                      $    50,940 $        - $             50,940
                                    =========== ========== ====================
Promissory note converted to
  Series B Preferred stock          $   700,000 $        - $            700,000
                                    =========== ========== ====================

Shares issued for services          $ 6,890,010 $        - $         10,266,510
                                    =========== ========== ====================

Shares issued for properties        $    99,500 $        - $             99,500
                                    =========== ========== ====================
</TABLE>

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

                                       10
<PAGE>
                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                              SEPTEMBER 30, 2002


NOTE 1 -    SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

           Nature of Business
           ------------------

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


           Basis of Presentation
            ---------------------

           The   accompanying   consolidated  financial  statements  have  been
           prepared   in   accordance   with  accounting  principles  generally
           accepted in the United  States  of  America  for  interim  financial
           information and with the  instructions to Form 10-QSB and Regulation
           S-B. Accordingly, they do not  include  all  of  the information and
           notes required by accounting principles generally  accepted  in  the
           United  States  of  America  for  complete financial statements. The
           accompanying   consolidated   financial   statements   reflect   all
           adjustments (consisting of normal recurring accruals), which are, in
           the  opinion  of  management,  considered   necessary   for  a  fair
           presentation  of  the  results  for  the  interim periods presented.
           Operating results for the quarter ended September  30,  2002 are not
           necessarily indicative of the results that may be expected  for  the
           fiscal  year ending December 31, 2002.  These consolidated financial
           statements   should   be   read  in  conjunction  with  the  audited
           consolidated financial statements  included  in the Company's Annual
           Report on Form 10-KSB for the year ended December 31, 2001.

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

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




                                      11

<PAGE>

NOTE 1 -    SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Basis of Presentation (Continued)
            ---------------------------------
            The  accompanying  consolidated  financial  statements   have  been
            prepared   in   conformity  with  accounting  principles  generally
            accepted  in  the United  States  of  America,  which  contemplates
            continuation of  the  Company  as a going concern.  As of September
            30, 2002, the Company has generated  minimal revenue to date, has a
            working capital deficit of $566,191 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  is in the process of
            raising  additional  capital.   There  can  be  no assurances  that
            sufficient financing will be available on terms acceptable  to  the
            Company or at all.

            Recent Accounting Pronouncements
            --------------------------------
            In July 2001, the FASB issued SFAS No. 141 "Business Combinations."
            SFAS  No. 141 supersedes Accounting Principles Board ("APB") No. 16
            and requires  that  any  business combinations initiated after June
            30, 2001 be accounted for as a purchase; therefore, eliminating the
            pooling-of-interest method  defined  in  APB  16.  The statement is
            effective  for  any business combination initiated after  June  30,
            2001 and shall apply  to all business combinations accounted for by
            the purchase method for  which  the  date of acquisition is July 1,
            2001 or later.  The Company has implemented  this pronouncement and
            has  concluded  that  the adoption has no material  impact  to  the
            financial statements.

            In July 2001, the FASB  issued  SFAS  No.  142, "Goodwill and Other
            Intangibles."   SFAS  No.  142  addresses the initial  recognition,
            measurement   and  amortization  of  intangible   assets   acquired
            individually or  with  a  group  of  other  assets  (but  not those
            acquired  in a business combination) and addresses the amortization
            provisions  for  excess cost over fair value of net assets acquired
            or intangibles acquired  in  a business combination.  The statement
            is effective for fiscal years  beginning  after  December 15, 2001,
            and is effective July 1, 2001, for any intangibles  acquired  in  a
            business  combination  initiated  after June 30, 2001.  The Company
            has  implemented this pronouncement  and  has  concluded  that  the
            adoption has no material impact to the financial statements.

                                       12

<PAGE>

NOTE 1 -    SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements (Continued)
            --------------------------------------------
            In October 2001, the FASB recently issued SFAS No. 143, "Accounting
            for Asset  Retirement  Obligations,"  which  requires  companies to
            record   the  fair  value  of  a  liability  for  asset  retirement
            obligations  in  the  period  in  which  they  are  incurred.   The
            statement  applies to a company's legal obligations associated with
            the retirement of a tangible long-lived asset that results from the
            acquisition,  construction,  and  development or through the normal
            operation of a long-lived asset.  When  a  liability  is  initially
            recorded, the company would capitalize the cost, thereby increasing
            the  carrying  amount  of  the related asset. The capitalized asset
            retirement cost is depreciated  over  the  life  of  the respective
            asset  while the liability is accreted to its present value.   Upon
            settlement  of  the  liability,  the  obligation  is settled at its
            recorded  amount  or  the  company  incurs  a  gain  or loss.   The
            statement  is effective for fiscal years beginning after  June  30,
            2002. The Company  does  not expect the adoption to have a material
            impact  to  the  Company's  financial   position   or   results  of
            operations.

            In October 2001, the FASB issued SFAS No. 144, "Accounting  for the
            Impairment  or  Disposal  of  Long-Lived  Assets."   Statement  144
            addresses  the  accounting  and  reporting  for  the  impairment or
            disposal  of  long-lived assets.  The statement provides  a  single
            accounting model  for  long-lived  assets  to  be  disposed of. New
            criteria   must be met to classify the asset as an asset  held-for-
            sale.   This statement also focuses on reporting the effects  of  a
            disposal  of  a segment of a business.  This statement is effective
            for fiscal years beginning after December 15, 2001. The Company has
            implemented this  pronouncement and has concluded that the adoption
            has no material impact to the financial statements.

            In April 2002, the  FASB  issued  Statement No. 145, "Rescission of
            FASB Statements No. 4, 44, and 64,  Amendment of FASB Statement No.
            13,  and  Technical  Corrections."  This  statement  rescinds  FASB
            Statement No. 4, "Reporting Gains and Losses from Extinguishment of
            Debt," and an amendment  of  that Statement, FASB Statement No. 64,
            "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements"
            and FASB Statement No. 44, "Accounting  for  Intangible  Assets  of
            Motor  Carriers."  This  Statement  amends  FASB  Statement No. 13,
            "Accounting for Leases," to eliminate an inconsistency  between the
            required   accounting   for  sale-leaseback  transactions  and  the
            required  accounting  for certain  lease  modifications  that  have
            economic effects that are  similar  to sale-leaseback transactions.
            The Company does not expect the adoption  to have a material impact
            to the Company's financial position or results of operations.

                                       13

<PAGE>

NOTE 1 -    SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            In April 2002, the FASB issued Statement No.  145,  "Rescission  of
            FASB  Statements No. 4, 44, and 64, Amendment of FASB Statement No.
            13, and  Technical  Corrections."   This  Statement  rescinds  FASB
            Statement No. 4, "Reporting Gains and Losses from Extinguishment of
            Debt,"  and  an amendment of that Statement, FASB Statement No. 64,
            "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements"
            and FASB Statement  No.  44,  "Accounting  for Intangible Assets of
            Motor  Carriers."  This  Statement amends FASB  Statement  No.  13,
            "Accounting for Leases," to  eliminate an inconsistency between the
            required  accounting  for  sale-leaseback   transactions   and  the
            required  accounting  for  certain  lease  modifications  that have
            economic  effects  that are similar to sale-leaseback transactions.
            The Company does not  expect the adoption to have a material impact
            to the Company's financial position or results of operations.

            In July 2002, the FASB  issued SFAS No. 146 "Accounting for Exit or
            Disposal  Activities."   The   provisions  of  this  statement  are
            effective  for disposal activities  initiated  after  December  31,
            2002, with early  application  encouraged.   The  Company  does not
            expect the adoption of FASB No. 146 to have a material


NOTE 2 -    RELATED PARTY TRANSACTIONS

            The  Company has related party transactions with several directors,
            officers  and  employees  of  the Company for the nine months ended
            September 30, 2002.  The individual  balances  for due from related
            parties are as follow:

                                                     September 30, December 31,
                                                        2002          2001
                                                    -----------   -----------
            a)Rendal Williams                         $ 142,522    $   70,567
            b)Ellis Morris                               16,885         6,685
            c)Michael Kauffman                           37,500             -
            d)LeRoy Wilson                               16,852             -
              other                                      22,004             -
                                                     ----------   -----------
                                                      $ 235,763   $    77,252
                                                     ==========   ===========

            a)As of September 30, 2002 the Company had a payable due to an
              officer totaling $142,522, relating to accrued fees for services
              performed.
            b)As of September 30, 2002, the Company had a payable due to a
              shareholder totaling  $16,885, relating to accrued fees for
              services performed.
            c)As of September 30, 2002, the Company had a payable due to an
              officer totaling $37,500 relating to accrued fees for services
              performed.
            d)As of September 30, 2002, the Company had a payable due to a
              shareholder totaling $16,852 relating to accrued fees for
              services.

                                       14

<PAGE>

NOTE 2 -    RELATED PARTY TRANSACTIONS (CONTINUED)

            Related Party Stock Issuance

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


            Notes Payable - Related Party

                                                      September 30 December 31,
                                                           2002         2001
                                                        ----------   ---------
               Officers/Contractors                     $   11,275   $   7,555
               Marcia Falk                                  19,993      19,993
               Christopher Carmen                                -       9,940
               Ag Sales/Greg Taylor                        222,923           -
               Consultants                                   2,614       2,757
               Lyn Thomsen                                   5,126       8,000
               Stanley Peltz                                10,000           -
               Other Stock Holders                          45,618      87,550
                                                         ---------   ---------
               Total                                     $ 317,549   $ 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 nine
            months  ended  September  30,  2002 and 2001, interest expense  was
            $119,595 and $46,584, respectively.

                                       15

<PAGE>

NOTE 3 -  STOCKHOLDERS' DEFICIENCY

          Issuance of Shares for Services/Property
          The  Company  retained  the services  of  various  individuals  and
          entities for purposes of assisting the Company in its corporate and
          product development, in addition  to  legal fees to cover costs and
          expenses prior to its obtaining sufficient capital for operations.

          On  January  24, 2002, the Company issued  200,000  shares  of  its
          restricted common  stock  for  services performed totaling $90,000,
          which was the fair value of the shares at date of issuance.

          On February 19, the Company issued 1,146,000 shares of common stock
          (restricted) for services totaling  $148,980,  which  was  the fair
          value of the shares at date of issuance.

          On March 8, 2002, the Company issued 550,000 shares of common stock
          (restricted)  to  persons/businesses for services totaling $93,500,
          which was the fair value of the shares at, date of issuance.

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

          On May 6, 2002, the Company issued 750,000 shares of its restricted
          common stock valued  at  $127,500  which  was the fair value of the
          shares at date of issuance as compensation  to officers and outside
          contractors.

          On  May  8,  2002,  the Company issued   225,000    shares  of  its
          unrestricted common stock  valued  at  $27,000,  which was the fair
          value of the shares at date of issuance for services.

          On May 8, 2002, the Company issued 175,000 shares of its restricted
          common  stock valued at $29,750, which was the fair  value  of  the
          shares at date of issuance for a settlement of a promissory note to
          a stockholder/creditor.

          On May 28,  2002,  the    Company  issued    100,000, shares of its
          unrestricted  common stock valued at $15,000, which  was  the  fair
          value of the shares at date of issuance for services.

          On  May 31, 2002,  the  Company  issued  1,000,000  shares  of  its
          restricted  common  stock  valued  at  $210,000, which was the fair
          value of the shares at date of issuance for services.

          On  July  22,  2002,  the  Company  issued 320,000  shares  of  its
          restricted common stock for services  valued  at $19,200, which was
          the fair value of the shares at date of issuance.

                                       16

<PAGE>

NOTE 3 -  STOCKHOLDERS' DEFICIENCY (CONTINUED)

          Issuance of Shares for Services/Property (Continued)

          On  July  22,  2002,  the  Company  issued  250,000 shares  of  its
          restricted common stock for property valued at  $15,000,  which was
          the fair value of the shares at date of issuance.

          On  August  1,  2002,  the  Company  issued  50,000  shares  of its
          restricted  common  stock  for services valued at $3,000, which was
          the fair value of the shares at date of issuance.

          On August 23, 2002, the Company  issued  1,000,000  shares  of  its
          restricted  common  stock for services valued at $70,000, which was
          the fair value of the shares at date of issuance.

          On  August 27, 2002, the  Company  issued  125,000  shares  of  its
          restricted  common  stock for services valued at $12,500, which was
          the fair value of the shares at date of issuance.

          On September 10, 2002,  the  Company issued 1,478,000 shares of its
          restricted common stock for services  valued at $206,920, which was
          the fair value of the shares at date of issuance.

          On  September 20, 2002, the Company issued  20,000  shares  of  its
          restricted  common  stock  for services valued at $2,600, which was
          the fair value of the shares at date of issuance.

          On September 20, 2002 the Company  issued  650,000  shares  of  its
          restricted  common  stock for property valued at $84,500, which was
          the fair value of the shares at date of issuance.

          Issuance of shares for cash

          On  July  22,  2002,  the  Company  issued  100,000  shares  of its
          restricted  common  stock in a sale for $10,000, which was the fair
          value of the shares at date of issuance.

          On  August  1, 2002, the  Company  issued  100,000  shares  of  its
          restricted common  stock  in a sale for $10,000, which was the fair
          value of the shares at date of issuance.

          On  August  27, 2002, the Company  issued  275,000  shares  of  its
          restricted common  stock  in a sale for $13,500.  The fair value of
          the common stock was $27,500.   The  Company  recorded  $14,000  as
          stock discount expense in the accompanying financial statements.

          On  September  10,  2002,  the Company issued 560,000 shares of its
          restricted common stock in a  sale  for $28,000.  The fair value of
          the  common  stock was $78,400.  The Company  recorded  $50,400  as
          stock discount expense in the accompanying financial statements.

                                       17
<PAGE>

 NOTE 3 -   STOCKHOLDERS' DEFICIENCY (CONTINUED)

          Issuance of shares for cash (Continued)

          On September 20,  2002,  the  Company  issued 180,000 shares of its
          restricted common stock in a sale for $13,500.   The  fair value of
          the common stock was $23,400.  The Company recorded $9,900 as stock
          discount expense in the accompanying financial statements.

          Contribution to Capital
          -----------------------
          The  Company  has had contribution to capital totaling $191,751  as
          consideration for various expenses incurred.

          Preferred Stock- Series A
          -------------------------
          The Company is  authorized  to  issue 1,000,000 shares of preferred
          stock, Series A, at par value $0.001  with such terms as determined
          by  the  Board  of  Directors and the corporation  prior  to  their
          issuance.  Each Series  A preferred share may be converted into one
          hundred (100) common shares upon approval by the Board of Directors
          of the Corporation.

          On January 5, 2002 the Company  issued  64,000  in preferred stock,
          Series  A,  to  the  Chairman  and CEO for services and  32,500  to
          consultants  recognizing $5,789,999  of  related  expense.   As  of
          September 30,  2002,  96,500 shares of Series A Preferred Stock are
          issued and outstanding.

          Preferred Stock- Series B
          -------------------------
          The Company is authorized  to  issue  1,000,000  shares of Series B
          Preferred stock, at par value of $0.001 with other  terms as may be
          determined prior to their issuance by the Board of Directors.  Each
          Series  B  preferred  share  may  be converted into two (2)  common
          shares upon approval by the Board of Directors.

          On January 9, 2002 the Company issued  140,000 shares of its Series
          B preferred stock to certain of the former  shareholders of E-Bait,
          Inc.  for  the  settlement of a promissory note  totaling  $700,00,
          which  represented   the   consideration   for  the  agreement  and
          reorganization between E-Bait and BFI.  As of  September  30, 2002,
          140,000   shares  of  Series  B  Preferred  Stock  are  issued  and
          outstanding.

          Preferred Stock-Series C
          ------------------------
          The Company is authorized to issue one million (1,000,000) shares
          of Series C preferred stock, at par value of $0.001 with other
          terms as may be determined by the Board of Directors prior to their
          issuance.  As of September 30, 2002, no Series C preferred stock is
          issued and outstanding.


NOTE 4 -    SUBSEQUENT EVENTS

            On October 3, 2002, the Company issued 425,000 shares of its
            restricted common stock for sales of its common stock.

                                      18
<PAGE>

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS

General
-------

BFII  is  a  start-up company that developed its initial business plan in 2001.
BFII commenced  sales in April 2002.  Compensation expense in the 2001 and 2002
is primarily attributable  to  issuances  of stock.  BFII had limited resources
for cash outlay in 2001 and the first three quarters of 2002.  During the 2002,
BFII has engaged in activities to raise capital  through  both  debt and equity
financing.  It is expected that BFII will finalize a major financing  agreement
in   the   fourth  quarter  of  2002.  Management  expects  sales  levels  will
consistently  increase  through  the  fourth  quarter of 2002 and continue into
2003.

During  the  quarter  and nine months ended September  30,  2002,  the  Company
incurred a net loss of  $700,735  and  $7,622,746,  respectively,  or losses of
$0.06 and $0.82, respectively, 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 September 30, 2002, the Company had an  accumulated
deficit of $11,969,107.

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, 2001.
Without realization of additional capital, it would be unlikely for the Company
to  continue as a going concern.  The Company plans to raise operating  capital
via debt  and  equity  offerings.   However,  there are no assurances that such
offerings  will  be  successful or sufficient to fund  the  operations  of  the
Company.  In the event  the  offerings  are  insufficient,  the Company has not
formulated a plan to continue as a Going Concern.

                                       19

<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 and continued
through September 2002.

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,  regular  sales  will  be achieved in the fourth
quarter and beyond.
The Company is currently completing negotiations with two domestic, national
retailers that want 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 fourth quarter.

Joint venture and distribution agreements have been signed with entities in
Southeast Asia.  Shipments should begin in late 2002 or the first quarter of
2003.  In addition, these agreements provide opportunities for the Company to
import products (such as jack fruit and coffee) for distribution in other
countries and in the United States.

Although the Company has achieved limited sales in the third quarter,
substantial activity 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 the infusion of capital from the sale 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
-------------------------------

On January 9, 2002 the Company issued 140,000 shares of  its Series B preferred
stock to certain of the former shareholders of E-Bait, Inc.  for the settlement
of a promissory note totaling $700,000, which represented the consideration for
the agreement and reorganization between E-Bait and BFII.

On January 5, 2002 the Company issued 64,000 in preferred stock, Series A, to
the Chairman and CEO for services and 32,500 to consultants recognizing
$5,789,999 related expense.  As of September 30, 2002, 96,500 shares of Series
A Preferred Stock are issued and outstanding.

The following issuances were valued at the fair market value of the common
stock on date of issuance:

On January 24, 2002 the Company issued 200,000 shares of its restricted  common
stock for service performed totaling $90,000.

On February 19, 2002, the Company issued 1,146,000 shares of common stock
(restricted) to certain persons/businesses for services totaling $148,980.

On March 8, 2002, the Company issued 550,000 shares of common stock
(restricted) to persons/businesses for services totaling $93,500.

                                        20

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

On May 6, 2002 the Company issued 750,000 shares or its restricted common stock
valued at $127,500  to  certain  officers  and outside contractors for services
performed.

On May 8, 2002, the Company issued 225,000 shares of its unrestricted common
stock valued at $27,000 for services.

On May 8, 2002, the Company issued 175,000 shares of its restricted common
stock valued at $29,750 for settlement of a promissory note to a stock
holder/creditor.

On May 8, 2002, the Company issued 500,000 shares of its restricted common
stock pursuant to a private placement.  At June 30, 2002 the stock will be
cancelled and not shown as issued or outstanding.

On   May 28, 2002, the Company issued 100,000, shares of its unrestricted
common stock valued at $15,000 for services.

On   May 31, 2002, the Company issued 1,000,000 shares of its restricted common
stock valued at $210,000 for services.

On July 22, 2002, the Company issued 100,000 shares of its restricted common
stock for a purchase price of $10,000.

On July 22, 2002, the Company issued 570,000 shares of its restricted common
stock for a services valued at $34,200.

On August 1, 2002, the Company issued 50,000 shares of its restricted common
stock for services valued at $3,000.

On August 1, 2002, the Company issued 100,000 shares of its restricted common
stock for a purchase price of $10,000.

On August 23, 2002, the Company issued 1,000,000 shares of its restricted
common stock for services valued at $70,000.

On August 27, 2002, the Company issued 125,000 shares of its restricted common
stock for services valued at $12,500.

On August 27, 2002, the Company issued 275,000  shares of its restricted common
stock for a purchase price of $13,500.  The fair  value of the common stock was
$27,500.   The  Company  recorded  $14,000  as stock discount  expense  in  the
accompanying financial statements.

On September 10, 2002, the Company issued 1,478,000 shares of its restricted
common stock for services valued at $206,920.

On  September 10, 2002, the Company issued 560,000  shares  of  its  restricted
common  stock  for  a  purchase price of $28,000.  The fair value of the common
stock was $78,400.  The  Company  recorded $50,400 as stock discount expense in
the accompanying financial statements.

On September 20, 2002, the Company issued 20,000 shares of its restricted
common stock for services valued at $2,600.

                                       21

<PAGE>

 On September 20, 2002, the Company  issued  180,000  shares  of  its restricted
common  stock  for  a purchase price of $13,500.  The fair value of the  common
stock was $23,400.  The  Company  recorded  $9,900 as stock discount expense in
the accompanying financial statements.

On September 20, 2002, the Company issued 650,000 shares of its restricted
common stock for property valued at $84,500.

On October 3, 2002, the Company issued 425,000 shares of its restricted common
stock to investors.

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.

Employees
---------

The Company currently has seven (7) employees of which two are officers of the
Company.  During this quarter two staff were added including Alex Bermudez,
Director of International Sales.  Mr. Bermudez experience and contacts are
already bringing results with orders in Nicaragua and potential orders from
other counties.  The Corporate Headquarters was moved to a new office location
October 1, 2002, which will allow expansion for additional staff and upgraded
facilities for current staff.

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.

                                     22
<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.

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                       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 September 30, 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
-------  -------------------------------------------------------------------
 (99)       Certification of Chief Executive Officer


(b)  REPORTS ON FORM 8-K

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

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

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

Barrington filed a report on Form 8-K August 19, 2002 to report a change in
certifying accountants.  Effective August 6, 2002 the Company decided to
replace Merdinger, Fruchter, Rosen & Company, P.C. which audited the
Company's financial statements for the fiscal years ended December 31, 2001,
with Stonefield Josephson, Inc ("Stonefield Josephson") to act as the
Company's independent certified public accountants. The reports of Merdinger,
Fruchter, Rosen & Company, P.C. for the fiscal year did not contain an
adverse opinion, or disclaimer of opinion and were not qualified or modified
as to audit scope or accounting principles.  However, the report of
Merdinger, Fruchter, Rosen & Company, P.C. for the fiscal year was qualified
with respect to uncertainty as to the Company's ability to continue as a
going concern.

During the two most recent fiscal years and subsequent interim period, the
Company did not consult with Stonefield Josephson regarding the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, or any matter that was the subject of a
disagreement or a reportable event as defined in the regulations of the
Securities and Exchange Commission.

                                      24

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                                   SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

Date: December 4, 2002


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

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








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