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


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


For the quarter ended	September 30, 2001	Commission file number
	0001104194


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





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

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


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


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

Yes     X        No


As of September 30, 2001, there were ________ shares of common stock
outstanding.


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

INDEX

PART I - FINANCIAL INFORMATION						Page
No.

Item 1.	Financial Statements

	Balance Sheet - September 30, 2001	3

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

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

Notes to financial statements	6-9

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

	Selected Pro Forma Financial Data	10-11

PART II - OTHER INFORMATION

Item 1. 	Legal Proceedings	18

Item 2.	Changes in Securities	18

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

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

Item 5.	Other Information	18

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

SIGNATURES	18



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

	The accompanying financial statements have been prepared in
accordance with generally accepted accounting principals for interim
financial information and with the instructions to form 10-QSB and
Regulation S-B.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principals for complete financial statements.  In the opinion of
management all adjusts (consisting only of normal reoccurring
adjustments) considered necessary for a fare presentation have been
included.  For further information, refer to the Financial Statements
and footnotes included in Form 10-KSB for the year ended December 31,
2000.

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

Pursuant to an Acquisition Agreement (the "Agreement") dated as of
August 17, 2001 between E-Bait Corporation ("E-Bait") a California
corporation, and Barrington International Marketing, Inc.
("Barrington") a Nevada corporation, all the outstanding shares of
common stock of Barrington are to be exchanged for one-million shares
of 144 restricted common stock of E-Bait in a transaction in which E-
Bait will be the parent corporation. A copy of the Agreement is filed
as an exhibit herewith.
Business
Barrington Foods International, Inc. (BFI) is a Nevada corporation
whose purpose is to develop and distribute innovative products. It is a
fast growing, world-wide food and trading company, with distribution
and access to resources and products around the world. BFI's core
product line is soy and dairy based powdered milk products. Currently
BFI's foremost product is Pride & Joy, an infant formula. Other
products that are in various stages of development,

patenting, and distribution are discussed in The Product portion of
this
Summary.
The Product
BFI's core product line is soy and dairy based powdered milk products.
BFI management believes that customers want our products and will pay
for the convenience and higher digestibility of our nutritionally
balanced formulas and all natural substitute milk products.
BFI is developing natural biological and microbiologically enhanced
products for use in the nutritional and agricultural industries.
BFI currently generates its revenue from soy milk, skim milk, whole
milk, lactose free milk, bulk milk, flavored milk products using BFI's
patent pending flavorings, infant formula, and powdered juice crystals.
Currently BFI's main product is Pride and Joy, an infant formula. BFI's
other products, which are in various stages of development, patenting,
and distribution, are:
Infant Formula - 2 soy based, 2 dairy based Toddler Formula - 1 soy
based, 1 dairy based Protein Drinks - Chocolate, Vanilla, Strawberry
Soy Milk - Regular, Chocolate
Milk - Low Lactose, Low Fat, Full Fat
Mocha Mix
Powdered Chocolate Milk
USDA Low Fat Powdered Milk
USDA Full Fat Powdered Milk
Whey Powder
A complete line of infant products
A line of powdered juice crystals
A line of US dairy products
A beverage especially suited for the needs of the elderly and the
malnourished A beverage specially formulated for diabetics
BFI has the distribution rights for products that it imports from other
countries. These products currently include gourmet coffees and sugar.
Coffee (from Vietnam and Guatemala)
Sugar (from Central America)
BFI is in the process of setting up joint ventures with major
distributors of general commodities in the United States. These
products will be available to our distributors in other countries.
These products include shampoo, laundry soaps, toothpaste, and other
sundry items.
The Market
Population Growth:
The world is experiencing profound changes as a result of the
population growth in the emerging nations. This rate of population
growth is having a tremendous impact on the food industry, especially
the dairy and dairy substitute products

Population growth has outstripped many nations' abilities to
economically supply food products internally. Many countries are unable
to meet their growing nutritional needs on their own. Consequently,
these countries are increasingly dependent upon outsourcing from the
United States in order to ensure a dependable supply of quality
disease-free food products. In particular, distributors of dairy
products and dairy substitutes are scrambling to meet this increasing
global demand.
The distribution of high quality dairy and dairy substitute products to
the populations of these emerging countries through exports from the
U.S. is the only solution which ensures a quality product and a
dependable supply. The fulfillment of the basic nutritional needs of
the populations of these emerging countries is the backbone of BFI's
business strategy.
Lack of Refrigeration:
Powdered milk and powdered milk substitute products are realizing
unprecedented growth due to their long shelf life and the lack of
acceptable storage (refrigeration) in emerging nations.
Shelf stable milk or dry milk is currently purchased by 6% of U.S.
households. Heaviest users are single adults under age 35. They are
three times more likely to purchase dry milk versus a refrigerated
carton. The second largest consumer group using dry milk is families
with children under the age of
6.Convenience is the buzzword for the millennium.1
Lactose Intolerant Populations:
The populations in these emerging countries and Asia are primarily
lactose intolerant and powdered milk substitutes are a staple in their
diet. Specially formulated, nutritionally balanced soy milk, lactose
free milk, and milk products with vegetable oil is a growing part of
their diets. Soy milk sales are increasing at close to 40% per year.2
Over the next five years the sector is projected to grow from its
current $2.14 billion to approximately $3.3 billion in 2002,
representing a 200% compound annual growth.3
Health Conscious Populations:
The U.S. Government (effective October 1999) is now allowing food
labels to state that soy milk has the ability to lower cholesterol.
This has begun a new surge of interest in the health conscious public,
where 60% of the U.S. adult population has cholesterol levels which
exceed safe levels.4 Studies also indicate soy milk may have anticancer
properties, fight osteoporosis, and help relieve the symptoms of
menopause.5
The population boom in emerging countries and the health conscious
American public poses a unique opportunity for BFI.
Aging Populations:
With the onset of the health conscious "baby boomer" generation, 90
million Americans are over the age of 60. The demand for nutritionally
balanced, healthy soy products will increase as the population ages.

There is also the emerging market of senior nutrition. Adults over the
age of 60, whose metabolism is no longer able to receive proper
nutrition from normal eating habits, need nutritional supplement
products. This emerging market is currently estimated at $1 billion and
is expected to grow as the "baby boomer" population ages.
Large and Growing Market:
BFI is currently poised to increase its less than 1% market share to
15% in Central America with existing alliances and distribution in our
targeted markets. With the introduction of our organic infant formula,
BFI is set to capture 10% of the infant formula market 12 months after
introduction of this product.
The powdered milk product sector is growing at a rate of 25% where the
fluid milk product sector is decreasing at a rate of 3% per year. Soy
milk and soy based foods are expected to reach $2.14 billion in 2001,
up from $852 million in 1992 and reach $2.6 billion in 2002.6 Soy milk
sales alone are growing at close to 40% per year.7
Leading Distribution and Market Reach:
BFI is uniquely positioned to provide superior customer service. Our
distribution alliances with major food distributors in Central America
and the United States allows us to reach localized consumers.
Distributors have local facilities within a 100-mile radius of 60% of
the distributors' customers. As a result, BFI and our local
distributors are able to provide superior customer service to the
consumer.
Long-term contracts with distributors who service schools, government
agencies, grocery chains, commercial canneries, bakeries, and
restaurants ensure the continued steady demand for our products.
BFI owns and distributes under the widely recognized Pride and Joy
label. BFI has name recognition and international reach and coverage,
while maintaining closeness to its customer.
Product Margin Improvement:
BFI's current principle activities are focused on the wholesaling of
our products and proprietary formula development. BFI will experience
improved gross margins by capturing the production and manufacturing
margins. As more manufacturing facilities are
built or purchased, BFI will become more vertically integrated through
the ownership of proprietary products, their manufacture, and their
wholesale distribution.
Gross margins in BFI's sector of business vary, as is the case in the
food sector. BFI sells its proprietary lactose free products at higher
gross margins than the commodity type product, such as bulk powdered
milk. Greater gross margins are also recognized when the product is
sold under the BFI brand name Pride & Joy as a finished product versus
a private label to another distributer.
BFI can greatly increase profitability by expanding sales revenue and
shift product mix to higher gross margin lactose free milk and the
introduction of our patent pending organic infant formula.

Industry Overview
The powdered milk and powdered milk substitute products are second to
fluid milk products in dollars sold in the U.S. In emerging nations,
such as in Central and South America and Asia, powdered milk and
powdered milk substitute products are the largest sector and fluid milk
products are a distant second. In emerging countries, sales of powdered
milk products and powdered milk substitute products outsell fluid milk
products by an 8 to 1 ratio. Fresh milk is a rare commodity that is
cost prohibitive in most geographical areas of merging countries.
The powdered milk product sector market is growing at a rate of 22%,
where the fluid milk product sector is decreasing at a rate of 5% per
year.
The demand for powdered milk and powdered milk substitutes is
increasing. Due to the lack of refrigeration, the convenience of
powder, and the improved taste, the demand is increasing over fluid
milk by 22% per year.
The demand for these powdered milk products is growing at unprecedented
rates. The supply of these powdered milk products is not limited by the
expensive production costs of the raising and care of dairy cows,
pasteurization, refrigeration, cooled transportation and the like.
These powdered milk products are the primary source for protein,
calcium, carbohydrates, fiber, sugar, vitamins D, A, C, and B Complexes
in these emerging countries and the U.S. They are also the primary
source for micronutrients such as riboflavin, folic acid, magnesium,
sodium, potassium, zinc.
Our all-natural, all-organic infant formula, scheduled for release in
mid-2002, will be the first product of its kind to hit the market.
The Competition:
The powdered milk and powdered milk substitute food sector is mature
with few strong major players. There are no players that are totally
vertically integrated by owning their own research and development,
production, wholesale distribution, and retail distribution. The
strongest competitors, such as Nestle (Carnation), have research and
development, manufacturing, and wholesale distribution, but the retail
distribution is not owned. Kellogg recently acquired (September 1999)
Worthington Foods of Columbus, Ohio. Dean Foods recently purchased a
minority stake in White Wave, Inc. (Boulder, Colorado), a vegetarian
food company which markets Silk, one of the fastest growing brands of
soymilk.
Most competitors purchase finished product from a manufacturer and
distribute wholesale under their label. The majority of manufacturers
only purchase and formulate ingredients and then package the product
under private labels for final distribution.
BFI is in a very strong and favorable position with patented formulas
and proprietary products which will assure success in meeting consumer
demand for high quality nutritionally balanced powdered milk, powdered
milk substitutes, and infant formula products. The growing consumer
demand in the emerging countries will be an ever-constant challenge to
saturate.

BFI is strategically pricing its product just below the major
competitors' premium product. A comparison of the labels will show the
consumer a higher nutritional content for the lower priced BFI product.
Company Overview
BFI's Business Plan has four phases:
Increase sales in Central America
Start distribution in Southeast Asia
Entrance into the U.S. market
Acquire more manufacturing facilities
Expand into other geographic areas
where the population is lactose intolerant and the economics of the
country do not allow for the production of fluid milk
Existing alliances and contracts in hand will allow BFI to meet year
2001 pro forma with no increase in sales or new customers.
An existing alliance with a distributor in Guatemala, who owns a
manufacturing plant, will allow BFI to export ingredients from the
U.S., formulate proprietary products, and import into the U.S. BFI is
projecting to market products in the U.S. beginning in September 2001.
A major distributor in California and two national distributors have
already agreed to start marketing BFI products under the brand name
Pride and Joy.
Phase one of BFI's Business Plan has been successfully completed
through the formation of strategic alliances and our proprietary
patent-pending formulas.
Future geographic areas for expansion and distributors who have
expressed a desire to distribute BFI products are located in China,
Columbia, Cuba, Taiwan, Peru, Mexico, and about 10 more countries.
Conclusions
In the last 18 months, BFI has received requests from over 17 countries
to develop a plant in their country like the one BFI developed in
Guatemala. BFI has found from our extensive traveling in the developing
countries and by participating in International Food Shows, that the
world in ready and eager to produce our products in their respective
countries. There is a real shortage of basic food goods in the world
today. BFI has positioned itself to supply that shortage.
BFI is uniquely positioned for success:
Major distributor in Central America
Currently distribute products in Guatemala, Nicaragua, and Mexico.
Alliance with the major distributor to independent food distributors in
Guatemala
Alliance with the largest food distributor in Nicaragua Supplier to San
Marcos in Mexico, the largest packer of fluid milk in Mexico Alliance
with the primary distributor of nondairy and dairy products in Mexico
City, whose customers include the city school system and commercial
users such as canneries, bakeries, and restaurants.

Major distributor in Southeast Asia
Preparing to distribute products in Vietnam, Cambodia, Laos, and Burma
Alliances with some major distributors in the food industry Setting up
joint ventures with governmental agencies to supply our milk products
to high schools and hospitals.
Focused product line in their chosen market
Unique nondairy powdered formulas of whole milk, low fat and fat free
milk, lactose free milk, soy milk, infant formula, and juice crystals
Proprietary formulas with extended shelf life, patents pending All
natural ingredients which are nutritionally balanced Lactose free and
specially formulated for diabetics Multiple flavor options compatible
with product and market tastes
Large and growing population and market sector
Population in emerging countries is expanding at a rate of 6% per year
70% of the world's population is lactose intolerant 80% of Native
Americans are lactose intolerant 75% of African Americans are lactose
intolerant 50% of the population in Central America, South America, and
Asia are lactose intolerant and do not drink fluid milk
Only 30% of humans retain a lifelong ability to digest lactose 20% of
Whites are lactose intolerant
Where sales of nonfat dry milk (NFDM) has decreased 5.8% in the U.S.,
export of NFDM products has increased 22%
Commercial sectors, including bakeries, restaurants, bulk groceries
whose primary dairy product is NFDM
Lack of consumer cold storage mandates extended shelf life,
nonperishable, dry product
Few competitors
Major distributors of NFDM products are tied in with existing local
distributors on an exclusive basis
Mid-size distributors frequently bypass market for perceived larger,
more affluent markets
No basic local expertise or distributors
Unrealized synergies and internal growth
Current suppliers have been unable to meet demand for products Gap to
meet minimum nutritional requirements is estimated at 17.6 million tons
in 200110.
Currently marketed products are insufficient or nonexistent to meet
consumer tastes or needs.
Current exclusive distribution agreements prevent major distributors
from accessing additional market share
Unrealized growth opportunities
Local production and packaging
Bundle marketing
Enhanced distribution
Introduction of new proprietary products/formula

Sector leading management
Industry experienced management team
Senior management with value added marketing experience Local
management in market area familiar with consumer needs, wants, and
desires
Directors & Management Team
BFI has assembled a team of proven and dedicated professionals to
launch and manage the growth of BFI. They will be selected because of
their association with the startup of BFI from its infancy and because
they are staunch believers in its products' market potential. These
individuals are entrepreneurs in their own right and have the acumen
and fortitude to see a new company through its fruition to greatness.
R. Williams-CEO
Mr. Williams is an experienced senior management professional in the
food and beverage industry. He has over 18 years experience in
marketing and sales and executive management positions with proven
performance. To each company, he has brought significant financial
returns and advanced to top management positions.
In addition, Mr. Williams has spent much of the last two years in
Central America. He has been working to develop products that are
uniquely suited for the developing countries, along with setting up a
pilot plant in Guatemala to produce these products.
Mr. William's current primary effort is to assemble the management team
capable of implementing the plans, goals and aspirations of BFI. BFI is
a startup company that has set aggressive goals and, as CEO, Mr.
Williams is building a team that shares his vision and will work
together to achieve them. His management style promotes vigorous
interaction among team members, and facilitates problem solving. He is
working to coordinates the varied activities of BFI and promoting a
fast paced organization capable of responding quickly to market
opportunities.
Mr. Williams will evaluate business opportunities for BFI and determine
the best course for the company. He is currently evaluating new
products, joint ventures, acquisitions and other collaborations that
make sense for the company and move the company quickly toward its
goals.
In addition to strong senior management qualifications, Mr. Williams
brings to BFI demonstrated experience in business planning, and new
products ideas that will provide every opportunity for BFI to meet its
aggressive goals and make the company a success.
D. Holmes-President
Darrel L. Holmes is an accomplished executive with over 22 years
experience in the medical diagnostics, biotech, environmental, and food
and beverage industries. He has extensive experience in plant
operations, product development, regulatory interface (primarily the
FDA which also regulates BFI) and senior management. Mr. Holmes has
managed technical manufacturing sites with over 100 people under his
supervision and operations producing over 80 million dollars in annual
sales. Mr. Holmes has a degree in Biology with

numerous post graduate classes, seminars and certifications. He is
capable in technical as well as regulatory and management areas. He is
a hand on manager who continually seeks to make improvements, build
teamwork within an organization and produce high quality products, on
schedule, for an acceptable profit.
Mr. Holmes is an excellent problem-solver whose innovative and
resourceful management style make him well suited to lead and motivate
employees and manage a company.
Mr. Holmes has held executive positions with companies all involved in
scientific endeavors. He is a proven technical manager and has expanded
the sales and production efficiencies everywhere he has worked. As part
of his technical capabilities, he has been directly responsible for
operating and managing all technical operations for diagnostics and
biotech companies and he will perform similar functions as Vice
President of Operations and President for BFI. He has been responsible
for aseptic and sterile reagent manufacturing, filling, labeling,
packaging and distribution.
In past employment, Mr. Holmes has operated a large bottled water
company, setting up a cell biology division for a leading biotech
company, and managing an established medical diagnostics company with
excellent success. He understands inventory management and computer
controls. He works closely with managers and supervisors to assure that
adequate systems are in place to monitor control and improve business
and technical departments to assure the operations continuity,
profitability and success.
Statement of Corporate Positions
Mother's Milk:
BFI acknowledges that mother's natural milk is the best possible source
of nutrition for infants up to one year old. The products sold are not
intended to undermine natural breast-feeding. Barrington's products are
intended provide infant nourishment if the mother is unable or chooses
not to provide breast milk. Barrington will work with industry,
national, local and global agencies to ensure its products are produced
and marketed in a manner to provide a safe and nutritional alternative
to mother's milk, if the mother chooses not to breast-feed or the child
is unable to accept mother's milk.

PLAN OF OPERATION
The Company has created and designed a fully functional, interactive e-
commerce Internet web site.  The E-Bait web site allows the public to
purchase fishing lures and other fishing related products from several
independent lure manufacturers.  The Company provides separate online
stores within the E-Bait web site for each manufacturer.  The Company
receives a 30 percent commission (excluding shipping fees) from each
sale.

The Company has expanded its web site content beyond product sales, in
an effort to attract more customers for future potential advertising
revenues.  Once the site is attracting approximately one million hits
per month, management believes that the Company would be in position to
offer banner advertising to other entities.  The average web site hits
per month increased from approximately 30,000 hits per month during the
second quarter of 2000, to approximately 55,000 hits per month during
the second quarter of 2001.  There is no assurance that the Company
will achieve its goal of obtaining one million hits per month on its
web site, nor is there an estimated date upon which it could be met, or
that web site hits can be converted into sales revenue.  The Company
has no agreements or contracts for advertising on its web site at
September 30, 2001.

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

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

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

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





Part 2.    Other Information

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

Items 1 through 5 - No response required.

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

	There were no reports on Form 8-K.







































SIGNATURES


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

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







	E-BAIT, INC.

		(Registrant)


DATE:    August 10, 2001	BY: ________________________________
					    Mark Heverly
					    Secretary and Treasurer

























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