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

                        AMENDMENT NO. 1 TO FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

For the transition period from ___________ to ___________

                         Commission File Number: 0-25523

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

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

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

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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]


<PAGE>

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer is a developmental stage company, and as such did not generate
any revenues this past calendar year.

Based on the average of the closing bid and asked prices of the issuer's
common stock on December 31, 2001, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $1,312,200.

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

Documents incorporated by reference:  See Item 13. Exhibits and Reports on
Form 8-K in Part III

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

                                      2
<PAGE>

                                    CONTENTS

PART NUMBER                                                    PAGE NUMBER

PART I

      Item 1.  Description of Business                                  4
      Item 2.  Description of Property                                 14
      Item 3.  Legal Proceedings                                       14
      Item 4.  Submission of Matters to a Vote of Security Holders     14

PART II

      Item 5.  Market for Common Equity and Stockholder Matters        15
      Item 6.  Management's Discussion and Analysis                    15
      Item 7.  Financial Statements                                    19
      Item 8.  Changes in and Disagreements with
               Accountants on Accounting and Financial Disclosure      20

PART III

        Item 9.  Directors, Executive Officers, Promoters and Control
                 Persons; Compliance with Section 16(a) of the
                 Exchange Act                                          20
        Item 10. Executive Compensation                                23
        Item 11. Security Ownership of Certain Beneficial
                 Owners and Management                                 24
        Item 12. Certain Relationships and Related Transactions        25
        Item 13  Exhibits and Reports on Form 8-K                      26

SIGNATURES                                                             27




                           Forward-Looking Statements

This report contains forward-looking statements.  The forward-looking
Statements include all statements that are not statements of historical fact.
The forward-looking statements are often identifiable by their use of words
such as "may," "expect," "believe," "anticipate," "intend," "could,"
"estimate," or "continue," "Plans" or the negative or other variations of those
or comparable terms.  Our actual results could differ materially from the
anticipated results described in the forward-looking statements.  Factors that
could affect our results include, but are not limited to, those discussed in
Item 6, "Management's Discussion and Analysis" and included elsewhere in this
report.

                                      3
<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Statement of Purpose

At Barrington Foods International, Inc. hereinafter referred to as the
("Company") or ("Barrington") or ("BFII"), has a continuing commitment to
produce and distribute a high quality menu of food products to its customers
throughout the world.

Whether soy, dairy, or whey based proteins, we believe that our "foods" are
Not just commodities that have been grown, processed and packaged by agri-
businesses, but an essential and personal ingredient in achieving a better
and healthier life for our customers.  That is why we believe that our
customers have placed their trust in BFII.

BFII is a Nevada Corporation whose purpose is to develop and distribute
innovative products.  It is a world-wide food and trading company, with
distribution and access to resources and products around the world.  BFII's
core product line is soy and dairy based powdered milk products.  Currently
BFII's foremost product is Pride and 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 Company was incorporated in California on February 4, 1999, as "E-Bait,
Inc.", with authorized capital of fifty million (50,000,000) shares of common
stock, par value $0.001 per share.  Pursuant to an Acquisition Agreement
dated as of August 17, 2001 between E-Bait Corporation, a California
corporation, and Barrington International Marketing, Inc., (BIMI) a Nevada
corporation, where all the outstanding shares of common stock of Barrington
were exchanged for one-million seven hundred seventy-two thousand and fifteen
(1,772,015) shares of 144
restricted common stock of E-Bait.

The parent Company changed its name and domicile from California to
Nevada based on the fact that management plans to work from office space
leased in Nevada.  The Company also changed its name to Barrington Foods
International, Inc.

B. Business of Issuer

(1) Principal Products and Services and Principal Markets

Overview

BFII's core product line is soy and dairy based powder formulas.  BFII
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.  BFII is developing natural
biological and microbiologically enhanced products for use in the nutritional
and agricultural industries.  BFII will generate its revenue with soy milk,
skim milk, whole milk, lactose free milk, bulk milk, flavored milk products.


                                      4

<PAGE>


Currently BFII's main products are Pride and Joy Powder Beverages.  BFII's
other products, which are in various stages of development, patenting, and
distribution, are:

      Milks [dairy/non-dairy], Soy Milk, Expectant Mother's, Infant Formula,
      Toddler and Teen Products, Beverages (Protein Drinks and Juice
      Crystals).  Mocha Mix, Powdered Chocolate Milk, a beverage especially
      suited for the needs of the elderly and the malnourished, Non-Food
      Items, Commodities [coffee, sugar, etc.]

The Market

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 (U.S.) 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 BFII's business strategy.

Leading Distribution and Market Reach

BFII is uniquely positioned to provide superior customer service.  Our
distribution alliances with major food distributors in Central America,
Vietnam, South East Asia, and the U.S. allows us to reach localized consumers.
Distributors have local facilities near the distributors' customers.  As a
result, BFII, and our local distributors are able to provide superior customer
service to the customer.

BFII's current principle activities are focused on the wholesaling of our
products and proprietary formula development.  BFII will experience improved
gross margins by capturing the production and manufacturing margins.  As more
manufacturing facilities are built or purchased, BFII will become more
vertically integrated through the ownership or proprietary products, their
manufacture, and their wholesale distribution.

Major distributor in South East Asia

Capitalizing on the Most Found Nations Trade Agreement with Vietnam, BFII moved
to establish a market in that country.  In March 2002 an agreement was entered
into with American Service and Trading Company (American), a Vietnamese
marketing and distribution company.  American has an extensive distribution
network already established throughout the country.  American has agreed to
purchase BFII's main products, including Pride and Joy (infant formula),
lactose free milk, powdered soy products, and other products.  BFII is
currently seeking capital to establish a processing plant in Vietnam, which
will formulate and package our unique products.

                                      5

<PAGE>

BFII's Business Plan

The BFII business plan has four phases as follow:

      1) Begin sales to Central America
      2) Start distribution in Southeast Asia particularly Vietnam
      3) Entrance into the U.S. market
      4) Acquire more manufacturing facilities thus expanding 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.


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 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 has increased more than the demand of fluid milk
in recent years.

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.



                                      6
<PAGE>


Recent Developments
-------------------

The Company announced that its Board of Directors approved the 50/50 joint
venture in Vietnam and Thailand together with the establishment of a
representative office in Ho Chi Minh City.  The joint-venture partner is a
privately owned food distributor based in Ho Chi Minh City with offices also
in Hanoi.  With over 10 years experience, the joint-venture partner will
distribute Barrington's food products, including infant, toddler, and adult
formulas to retail outlets throughout Vietnam. Vietnam has a population of
over 77 million people and is the size of Kentucky, Ohio, and Tennessee
combined.  Trade relations with Vietnam have normalized with the United
States with "American" made products in high demand.

The first container of products to Vietnam was shipped in April, 2002,
out of the Port of Oakland, CA.  To date, the Company has received
received customer orders in excess of $300,000 (USD) in products at
wholesale from the Vietnamese distributor.  The Company is establishing
banking and financial relationships for the issuance of international
letters of credit to facilitate the shipment of product to Viet Nam and
other parts of Southeast Asia.


Risk Factors
------------

Barrington has devoted much of its time and resources in identifying and
marketing specialty food products.  Barrington continues to evaluate its
future plans, business opportunities and business strategies.  That being the
case and the limited number of staff available at this time severely hampers
the company's ability for earnings.  The company's competitors have larger
marketing and sales organizations, greater financial resources, and superior
sized software development staffs.  This places the competition at a
significant advantage.  Barrington does not have many resources at this time,
and it is questionable if the Company can remain a going concern.


(a)  Limited Operating History

The Company has a limited operating history upon which an evaluation of the
Company, its current business and its prospects can be based, each of which
must be considered in light of the risks, expenses and problems frequently
encountered by all companies in the early stages of development.  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.

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.

                                      7
<PAGE>

(b)  Anticipated Losses for the Foreseeable Future

The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future.  The extent of these losses will depend, in part, on the amount of
Company's growth.  The Company expects that its operating expenses will
increase significantly during the next several years, especially in the
areas of brand development and distribution for its brands.  Thus, the Company
will need to generate revenues to achieve profitability.  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.


(c)  Developing New Business Strategies

The Company is currently assessing various options and strategies to become
a profitable corporation.  This includes, but is not limited to an analysis
of new businesses opportunities and evaluating new business strategies and
markets for its food products.  In analyzing prospective businesses
opportunities, the Company's management will consider, to the extent
applicable, the available technical, financial and managerial resources of
any given business venture.  Management will also consider the nature of
present and expected competition; potential advances in research and
development or exploration; the potential for growth and expansion; the
likelihood of sustaining a profit within given time frames; the perceived
public recognition or acceptance of products, services, trade or service
marks; name identification; and other relevant factors.  The Company
anticipates that the results of operations of a specific business venture
may not necessarily be indicative of the potential for future earnings,
which may be impacted by a change in marketing strategies, business expansion,
modifying product emphasis, changing or substantially augmenting management,
and other factors.

The Company will analyze all relevant factors and make a determination based
on a composite of available information, without reliance on any single factor.
The period within which the Company will decide to participate in a given
business venture cannot be predicted and will depend on certain factors,
including the time involved in identifying businesses, the time required for
the Company to complete its analysis of such  businesses, the time required
to prepare appropriate documentation and other circumstances.


                                      8

<PAGE>


(d)  Evaluating a Product Acquisition

The Company has not yet determined if it plans to seek or identify a food
product acquisition.  Before this decision can be made the Company's
management needs to review and evaluate its costs versus expected revenues.
The Company has not entered into any agreement, nor does it have any
commitment or understanding to enter into or become engaged in a transaction
to acquire a food product currently on the market from another supplier.
Further, the business objectives discussed herein are extremely general and
are not intended to restrict the discretion of the Company's management.

A decision to participate in a specific business opportunity will be made based
upon a Company analysis of the quality of the prospective business opportunity's
management and personnel, asset base, the anticipated acceptability of business'
products or marketing concepts, the merit of a business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria.

(e)  Selection of a Business Opportunity

Should the company pursue other potential business opportunities, it
anticipates they will be referred from various sources, including its officers
and directors, professional advisors, and its shareholders, who may present
unsolicited proposals.  The Company does not plan to engage in any general
solicitation or advertising for a business opportunity, and would rely upon
personal contacts of its officers, as well as indirect associations with other
business and professional people.  Management's reliance on "word of mouth"
may limit the number of potential business opportunities identified.  While it
is not presently anticipated that the Company will engage unaffiliated
professional  firms specializing in business acquisitions or reorganizations,
such firms may be retained if management deems it in the best interest of the
Company.  As of the filing date there have been no discussions, agreements or
understandings with any professional advisors, financial consultants, broker-
dealers or venture capitalists.  The Company's present intentions are to rely
upon its president to effect those services normally provided by professional
advisors or financial consultants.

The Company will not restrict its search to any particular business, industry,
or geographical location.  Management reserves the right to evaluate and enter
into any type of business in any location.  In seeking a business venture, the
decision of management will not be controlled by an attempt to take advantage
of any anticipated or perceived appeal of a specific industry, management
group, product, or industry, but will be based on the business objective of
seeking long-term capital appreciation.  The Company may participate in a
newly organized business venture  or in a more  established business.
Participation in a new business venture entails greater risks since, in many
instances, management of such a venture may not have a proven track record;
the eventual market for such venture's product or services will likely not be
established; and, the profitability of the venture will be untested and
impossible to accurately forecast.  Should the Company participate in a more
established venture that is experiencing financial difficulty, risks may
stem from the Company's inability to generate sufficient funds to manage
or reverse the circumstances causing such financial problems.

                                      9

<PAGE>

(f)  Operation of Business After Acquisition

If management decides to pursue a merger or acquisition, the Company will be
dependent on the nature of the business and the interest acquired.  The
Company is unable to determine at this time whether the Company will be in
control of the business or whether present management will be in control of the
Company following the acquisition.  It may be expected that the business will
present various risks, which cannot be predicted at the present time.

(g)  Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic.

The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition
is currently being pursued.  There can be no assurance that the Company will
be able to identify, negotiate or finance future acquisitions successfully,
or to integrate such acquisitions with its current business.  The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be available
for ongoing development of the Company's business.  Moreover, there can be no
assurance that the anticipated benefits of any acquisition will be realized.
Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition.  Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.

(h)  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.


                                      10

<PAGE>

(i)  Risks Associated With New Services, Features and Functions

As the Company develops its new business strategies, there can be no assurance
that the Company would be able to expand its operations in a cost-effective or
timely manner or that any such efforts would maintain or increase overall
market acceptance.  Furthermore, any new business launched by the Company that
is not favorably received by consumers could damage the Company's reputation.
Expansion of the Company's operations in this manner would also
require significant additional expenses and development, Company's management,
financial and operational resources.  The lack of market acceptance of the
Company's products would result in the Company's inability to generate
satisfactory revenues and its inability to offset their costs could have a
material adverse effect on the Company's business, results of operations
and financial condition.

(j) Potential Fluctuations in Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control.  See "--Limited Operating History."   As a strategic response to
changes in the competitive environment, the Company may from time to time
have to make certain pricing, marketing decisions or acquisitions that could
have a material short-term or long-term adverse effect on the Company's
business, results of operations and financial condition.

There can be no assurance that such patterns will not have a material adverse
effect on the Company's business, results of operations and financial
condition.  There can be no assurance that the Company will receive any
material amount of revenue as it pursues new business strategies in the
future.  The foregoing factors, in some future quarters, may lead the
Company's operating results to fall below the expectations.

(k) Risks Associated With International Operations

A component of the Company's strategy is to offer its products to
international customers.  Expansion into the international markets will
require management attention and resources.  The Company has limited
experience in localizing its service, and the Company believes that many of
its competitors are also undertaking expansion into foreign markets.  There
can be no assurance that the Company will be successful in expanding into
international markets.  In addition to the uncertainty regarding the
Company's ability to generate revenues from foreign operations and expand
its international presence, there are certain risks inherent in doing
business on an international basis, including, among others, regulatory
requirements, legal uncertainty regarding liability, tariffs, and other
trade barriers, difficulties in staffing and managing foreign operations,
longer payment cycles, different accounting practices, problems in collecting
accounts receivable, political instability, seasonal reductions in business
activity and potentially adverse tax consequences, any of which could
adversely affect the success of the Company's international operations.


                                      11

<PAGE>



To the extent the Company expands its international operations and has
additional portions of its international revenues denominated in foreign
currencies, the Company could become subject to increased risks relating to
foreign currency exchange rate fluctuations.  There can be no assurance that
one or more of the factors discussed above will not have a material adverse
effect on the Company's future international operations and, consequently, on
the Company's business, results of operations and financial condition.


2) Status of Any Announced New Product or Service

The Company does not have any announced new product or service.  If the
Company can find a supplier to market their products through its channels
of distribution, then these would be considered new products marketed by the
company.  The Company, however, has yet to announce any new products and has
not announced any other recent additions or services.

3) Customers

The Company believes that establishing and maintaining brand identity is a
critical aspect of its efforts to attract new customers.  The Company intends
to make a commitment to the creation and maintenance of brand loyalty.

There can be no assurance that brand promotion activities will yield
increased revenues or that any such revenues would offset the expenses
incurred by the Company in building its brands.  Further, there can be no
assurance that any new users attracted to BFII will conduct transactions
with BFII on a regular basis.  If the Company fails to promote and
maintain its brand or incurs substantial expenses in an attempt to promote
and maintain its brand or if the Company's existing or future strategic
relationships fail to promote the Company's brand or increase brand
awareness, the Company's business, results of operations and financial
condition would be materially adversely affected.

4)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
    Agreements, or Labor Contracts

The Company regards substantial elements of its brands and its underlying
infrastructure and technology as proprietary and attempts to protect them
by relying on trademark, service mark, copyright and trade secret laws and
restrictions on disclosure and transferring title and other methods.  The
Company plans to enter into confidentiality agreements with its future
employees, future suppliers and future consultants and in connection
with its license agreements with third parties and generally seeks to control
access to and distribution of its technology, documentation and other
proprietary information.  Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use the Company's proprietary
information without authorization or to develop similar technology
independently.


                                      12

<PAGE>


There can be no assurance that the steps taken by the Company will prevent
misappropriation or infringement of its proprietary information, which could
have a material adverse effect on the Company's business, results of
operations and financial condition. Litigation may be necessary in the future
to enforce the Company's intellectual property rights, to protect the
Company's trade secrets or to determine the validity and scope of the
proprietary rights of others.  Such litigation might result in substantial
costs and diversion of resources and management attention.  Furthermore,
there can be no assurance that the Company's business activities will not
infringe upon the proprietary rights of others, or that other parties will
not assert infringement claims against the Company.  Moreover, from time to
time, the Company may be subject to claims of alleged infringement by the
Company or service marks and other intellectual property rights of third
parties.  Such claims and any resultant litigation, should it occur, might
subject the Company to significant liability for damages, might result in
invalidation of the Company's proprietary rights and, even if not meritorious,
could result in substantial costs and diversion of resources and management
attention and could have a material adverse effect on the Company's business,
results of operations and financial condition.

5)  Government Regulation

It is impossible to anticipate government regulations, if any, to which the
Company may be subject until it defines its business strategies.  The use of
assets to conduct a business which the Company may acquire could subject it
to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation.  In selecting a business
in which to acquire an interest, management will endeavor to ascertain, to the
extent of the limited resources of the Company, the effects of such government
regulation on the prospective business of the Company.  In certain
circumstances, however, such as the acquisition of an interest in a new or
start-up business activity, it may not be possible to predict with any degree
of accuracy the impact of government regulation.  The inability to ascertain
the effect of government regulation on a prospective business activity presents
a risk to the Company.


6) Research and Development Activities

The Company needs to develop and identify food products that achieve market
acceptance by its users.  There can be no assurance that BFII, will be able
to identify such products or achieve market acceptance.  Accordingly, no
assurance can be given that the Company's future business model will be
successful or that it can sustain revenue growth or be profitable.  Therefore,
if the Company develops a product line which does not achieve or sustain
market acceptance, the Company's business, results of operation may be
materially and adversely affected.

There can be no assurances the Company will be successful in accomplishing
all of these things, and the failure to do so could have a material adverse
effect on the company's business, results of operations and financial
condition.


                                      13

<PAGE>

7)  Personnel

The Company currently has six (6) individuals working full time.  Two of these
individuals serve as Officers of the Company.  The Company does not intend to
add employees until it starts generating revenues.

(i) The Company's performance and success is dependent on management's
ability to develop, create and execute strategies for the company.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, results of
operations and financial condition of the Company.  The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.

(iii)  There can be no assurance that the Company will be able to retain its
key managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future.   The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.


ITEM 2  DESCRIPTION OF PROPERTY

BFII has corporate offices at 3960 Howard Hughes Parkway, Suite 500, Las
Vegas, Nevada  89109.  BFII does not own real property.  BFII owns some
Personal property located at its corporate office which is used for office
work.  The Company paid rent expenses totaling $14,134 during the year.  BFII
is developing intellectual property in the form of food product formulas and
product information.  The intellectual property will be useful in having its
own line of products to market worldwide.

ITEM 3  LEGAL PROCEEDINGS

As of the date hereof, BFII is not a party to any material legal proceedings,
and none are known to be contemplated against BFII.

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fiscal year
ended December 31, 2001.



                                      14


<PAGE>


PART II

ITEM 5  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS

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.  Trading of BFII's common stock has been limited through May
2002.

The following table sets forth the high and low bid prices of BFII's common
stock for each quarter shown, as provided by the NASDAQ Trading and Market
Services Research Unit.  Quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

FISCAL 2001                                 HIGH               LOW
-------------------------------------------------------------------
Quarter Ended March 31, 2001                N/A                N/A
Quarter Ended June 30, 2001                 N/A                N/A
Quarter Ended September 30, 2001          $17.50            $10.10
Quarter Ended December 31, 2001           $17.50            $ 0.23

The approximate number of holders of record of BFII's common stock as of
December 31, 2001 is:  32 shareholders.

Holders of BFII's common stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally available
for the payment of dividends.  No dividends have been paid on BFII's common
stock through May 2002.  Management does not anticipate paying any dividends on
common stock in the foreseeable future.

ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS

(i) General
-----------

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

During the twelve month operating period ended December 31, 2001, the
Company incurred a net loss of $4,326,361, or a loss of $2.12 per share, this
compared to a net loss of $20,000, or $0.01 per share for the period from
December 8, 2000 (date of inception) through December 31, 2000.  The majority
of the loss experienced this year was a result of fee paid in stock for
consulting services.

                                      15

<PAGE>


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

The Company has achieved no revenues or profits to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future.  As of December 31, 2001, the Company had an accumulated
deficit of $4,346,361 dollars.

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

(ii) Results of Operations
--------------------------

As a developmental stage Company, the Company generated no revenues since its
inception.  In addition, the Company does not expect to generate any
significant revenues over the next twelve (12) months.  During calendar year,
2001, the Company experienced net losses of $4,326,361, or a loss of $2.12 per
share, this compared to a net loss of $20,000, or $0.01 per share for the
period from December 8, 2000 (date of inception) through December 31, 2000.
The bulk of these expenses were for consulting services totaling $3,532,908;
E-Bait acquisition cost of $700,0000, general and administrative expenses
totaling $30,718; and travel expenses of $25,626.  The Company does not have
any material commitments for capital expenditures.

                                      16
<PAGE>

(iii) Liquidity and Capital Resources
-------------------------------------

The Company is authorized to issue 100,000,000 shares of its $0.001 par value
common stock and 3,000,000 shares of its $0.001 par value Series A, B and C
preferred stock.

Pursuant to the acquisition Agreement dated August 17, 2001 between E-Bait
and BIMI, all the outstanding shares of common stock of BIMI were exchanged
for 1,772,015 shares of E-Bait common stock (as adjusted) (See Financial
Notes 1 and 2).  A change of control of the Company occurred pursuant to the
Agreement.  Simultaneous with this transaction, BIMI as consideration for the
Agreement entered into a Promissory Note totaling $700,000 to certain of the
former shareholders of E-Bait (See Financial footnotes 2, 4 and 9).


The Company retained the services of various individuals and entities for
purposes of assisting the Company in its corporate and product development,
in addition to legal fees to cover costs and expenses prior to its obtaining
sufficient capital for operations.  These individuals received 30,000 shares
(3,000,000 shares pre reverse split) of the Company's common stock as
compensation.  The Company has recognized consulting expense totaling $189,000
relating to the issuance of these shares on November 19, 2001.


On December 6, 2001, the Company issued 2,600,000 shares (26,000,000 shares
pre reverse split) of the Company's restricted common stock to its CEO and
principal shareholder in lieu of compensation for $2,860,000.

On December 20, 2001, the Company issued 1,200,000 shares of the Company's
common stock to various consultants, valued at $307,500, for services
performed.

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

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

On January 24, 2002 the Company issued 200,000 shares of its restricted
common stock to replace 475,000 shares of its unrestricted stock issued for
compensation on December 20, 2001 to certain consultants for services
performed.  The Company issued an additional 300,000 shares of common stock
on January 24, 2002 to consultants for services.

On February 19, 2002, the Company issued 172,075 shares of common stock
(restricted) to certain stockholders of another company pursuant to making
an agreement to transfer rights to property to BFII which are held by the
other company.


                                      17

<PAGE>
On February 19, 2002, the Company issued 673,925 shares of common stock
(restricted) to certain persons/businesses for services.

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

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 of its restricted common
stock valued at $82,500 to certain officers and independent contractors for
services performed.

On May 8, 2002, the Company issued 175,000 shares of its restricted common
stock to certain stock holder creditors for forgiveness of a promissory note.

On May 8, 2002, the Company issued 500,000 shares of its common stock
(restricted) to an individual in a private placement.

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.


                                       18


<PAGE>



ITEM 7  FINANCIAL STATEMENTS

                     BARRINGTON FOODS INTERNATIONAL, INC.
                    AND SUBSIDIARY (FORMERLY E-BAIT, INC.)
                         (A Development Stage Company)
                       CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>

                                        INDEX

<S>                                                           <C>
Independent Auditors' Report                                  F-1

Consolidated Balance Sheets                                   F-2

Consolidated Statements of Operations                         F-3

Consolidated Statement of Stockholders' Deficiency            F-4

Consolidated Statements of Cash Flows                         F-5

Notes to Consolidated Financial Statements                    F-6-F-14


</TABLE>

                                      19

<PAGE>

                          INDEPENDENT AUDITORS' REPORT



TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
OF BARRINGTON FOODS INTERNATIONAL, INC.



We  have  audited  the  accompanying  consolidated balance sheets of Barrington
Foods International, Inc. and Subsidiary (Formerly E-Bait, Inc.) (A Development
Stage Company) as of December 31, 2001  and  2000, and the related consolidated
statements of operations, stockholders' deficiency,  and  cash  flows  for  the
years  then  ended,  and  for  the  period from December 8, 2000 (inception) to
December  31,  2001.   These  consolidated   financial   statements   are   the
responsibility  of  the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We  conducted  our audits  in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards require that we plan
and perform the  audits  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material misstatement.  An audit
includes examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures in the financial statements.  An audit also includes  assessing the
accounting  principles  used  and significant estimates made by management,  as
well as evaluating the overall  financial  statement  presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the consolidated financial  position  of
Barrington Foods International, Inc. and Subsidiary as of December 31, 2001 and
2000, and the consolidated results of its operations and its cash flows for the
years  then ended, and for the period from  December  8,  2000  (inception)  to
December  31,  2001 in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statement have been  prepared  assuming
that the Company will continue as a going concern.   As discussed in  Note 1 of
the  accompanying  consolidated  financial  statements,   the  Company  has  no
established  revenue.    As   of  December  31,  2001,  the  Company's  current
liabilities  exceed  its  current assets  and  the  Company  had a stockholders
deficiency.  These matters raise substantial doubt about the  Company's ability
to continue as a going concern.  Management's plan in regard to  these  matters
are  also  discussed in Note 1 to the consolidated financial statements.  These
consolidated  financial  statements  do not  include any adjustments that might
result from the outcome of this uncertainty.


                          MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                          Certified Public Accountants

Los Angeles, California
May 9, 2002

                                      F-1
<PAGE>




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


<TABLE>
<CAPTION>
                                                             December 31,
                                                      -------------------------
                                                         2001            2000
                                                      -----------     ---------
<S>                                                   <C>             <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                           $         -     $       -
  Prepaid expenses and other current assets                   700             -
                                                      -----------     ---------
    Total current assets                                      700             -
PROPERTY AND EQUIPMENT, net of accumulated
  depreciation of $51                                         972             -
                                                      -----------     ---------
    TOTAL ASSETS                                      $     1,672     $       -
                                                      ===========     =========

  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
  Bank overdraft                                      $       622     $       -
  Accounts payable and accrued expenses                    60,864             -
  Due to related parties                                   77,252             -
  Notes payable - related parties                         132,795             -
  Promissory note                                         700,000             -
                                                      -----------     ---------
    Total current liabilities                             971,533             -
                                                      -----------     ---------
Commitments and contingencies                                   -             -
STOCKHOLDERS' DEFICIENCY
  Common stock, $0.001 par value, 100,000,000 shares
     authorized; 5,830,015 and 1,772,015 shares
     issued and outstanding                                 5,830         1,772
  Additional paid-in capital                            3,370,670        18,228
  Accumulated deficit                                  (4,346,361)      (20,000)
                                                      -----------     ---------
    Total stockholders' deficiency                     (  969,861)            -
                                                      -----------     ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY        $     1,672     $       -
                                                      ===========     =========

</TABLE>


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

                                      F-2
<PAGE>



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





<TABLE>
<CAPTION>
                                                                 For the Period
                                                                     From
                                                                   December 8,
                                                                     2000
                                             For the Year Ending  (Inception)
                                                 December 31,      December 31,
                                           ----------    --------  ------------
                                               2001        2000         2001
                                           ----------    --------   -----------
<S>                                        <C>           <C>        <C>
REVENUE                                    $        -    $     -    $         -
                                           ----------    --------   -----------
OPERATING EXPENSES
  Depreciation and amortization                    51          -             51
  Consulting and professional fees          3,532,908     20,000      3,552,908
  E-Bait acquisition cost                     700,000          -        700,000
  Travel and entertainment                     25,626          -         25,626
  Rent expense                                 14,134          -         14,134
  Other general and
         administrative expenses               30,718          -         30,718
                                           ----------    --------   -----------
     Total operating expenses               4,303,437     20,000      4,323,437
                                           ----------    --------   -----------
LOSS FROM OPERATIONS                       (4,303,437)   (20,000)    (4,323,437)
OTHER EXPENSE
  Interest expense                         (   22,924)         -     (   22,924)
                                           ----------    --------   -----------
LOSS BEFORE PROVISION
 FOR INCOME TAXES                          (4,326,361)   (20,000)    (4,346,361)
PROVISION FOR INCOME TAXES                          -          -              -
                                           ----------    --------    ----------
NET LOSS                                 $ (4,326,361)  $(20,000)   $(4,346,361)
                                         =============  =========   ============
NET LOSS PER COMMON SHARE
Basic and diluted                        $ (     2.12)  $ ( 0.01)
                                         =============  =========

</TABLE>

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


                                      F-3
<PAGE>


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


<TABLE>
<CAPTION>



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

Issuance of common
 stock  for services      1,772,015   1,772     18,228           -       20,000

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

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

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

Net loss                          -       -          -  (4,326,361)  (4,326,361)
                          ---------  ------ ---------- ----------- -------------
Balance at
December 31, 2001         5,830,015  $5,830 $3,370,670 $(4,346,361) $ (969,861)

</TABLE>

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

                                      F-4


<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                      (A Development Stage Company)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  For the Period
                                                                       From
                                                                    December 8,
                                                                        2000
                                             For the Year Ending    (Inception)
                                                 December 31,       December 31,
                                           ----------    --------    ----------
                                               2001        2000         2001
                                           ----------    --------    ----------
<S>                                     <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                $(4,326,361)   $ (20,000)   $(4,346,361)
Adjustments to Reconcile Net Loss to Net
  Cash Used In Operating Activities:
  Issuance of common stock for services   3,356,500       20,000      3,376,500
  E-Bait acquisition cost                   700,000            -        700,000
  Depreciation expense                           51            -             51
Changes in Certain Assets and Liabilities:
  Increase in prepaid expenses and
  other current assets                  (       700)           -      (     700)
  Increase in accounts payable and
     accrued expenses                        60,864            -         60,864
  Increase in due to related parties         77,252            -         77,252
                                       ------------    ---------   -------------
NET CASH USED IN OPERATING ACTIVITIES   (   132,394)           -       (132,394)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment      (     1,023)           -       (  1,023)
                                       ------------    ---------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in bank overdraft                      622            -            622
Proceeds from notes
   payable - related parties                132,795            -        132,795
                                       ------------    ---------   -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES   133,417            -        133,417
NET INCREASE IN CASH AND CASH EQUIVALENTS         -            -              -
CASH AND CASH EQUIVALENTS - BEGINNING             -            -              -
                                       ------------    ---------   ------------
CASH AND CASH EQUIVALENTS - ENDING     $          -    $       -   $          -
                                       ============    =========   ============
CASH PAID DURING THE YEAR FOR:
Interest Expense                       $          -    $       -   $          -
                                       ============    =========   ============
Income Taxes                           $          -    $       -   $          -
                                       ============    =========   ============
</TABLE>
NON-CASH FINANCING ACTIVITY:
  o  As discussed  in  Notes 1, 2, 4 and 6, the Company had certain non-cash
     activities relating to the issuance of common stock.

The accompanying notes are an integral part of the consolidated financial
statements.
                                       F-5

<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

             On  August 17, 2001, the shareholders of E-Bait  entered  into  an
             Agreement  (the  "Agreement")  with  BIMI  and  their stockholders
             whereby   E-Bait  acquired  200,000  shares  or  100%  of   BIMI's
             outstanding  common  stock for 1,772,015 shares of E-Bait's issued
             and outstanding common stock (see Note 2).  This Agreement was not
             finalized until the closing on August 22, 2001.  Simultaneous with
             this transaction, BIMI  as consideration for the Agreement entered
             into  a  Promissory  Note totaling  $700,000  to  certain  of  the
             former shareholders of E-Bait (see note 2, 4 and 9).

             This transaction  has  been  accounted  for  in  the  consolidated
             financial  statements  as  a reverse acquisition.  As a result  of
             this transaction, the former  shareholders  of  BIMI  acquired  or
             exercised  control  over  a  majority  of  the  shares  of E-Bait.
             Accordingly,  the  transaction  has  been  treated  for accounting
             purposes   as   a   recapitalization  of  BIMI;  therefore,  these
             consolidated financial  statements  represent  a  continuation  of
             BIMI, not E-Bait, the legal survivor.

             The  accompanying  consolidated  financial  statements  have  been
             prepared   in  conformity  with  accounting  principles  generally
             accepted in  the  United  States  of  America,  which contemplates
             continuation of the Company as a going concern.   As  of  December
             31,  2001,  the  Company  has generated no revenue to date, has  a
             working  capital deficiency  of  $970,833  and  is  still  in  the
             development  stage.   These  factors raise substantial doubt about


                                        F-6
PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


 the  Company's  ability  to continue  as  a  going  concern.   The
             accompanying consolidated  financial statements do not include any
             adjustments relative to the  recoverability  and classification of
             asset  carrying  amounts  or  the  amount  and  classification  of
             liabilities   that   might   result  from  the  outcome  of   this
             uncertainty.  Management is currently  initiating  their  business
             plan and in the process raising additional capital.  There  can be
             no assurances that sufficient financing will be available on terms
             acceptable to the Company or at all.

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

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

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

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

                                         F-7
<PAGE>

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

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

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

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

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

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

             Stock-Based Compensation
             ------------------------
             SFAS   No.   123,   "Accounting   for  Stock-Based  Compensation,"
             encourages, but does not require, companies to record compensation
             cost for stock-based employee compensation  plans  at  fair value.
             The  Company  has  chosen  to  continue to account for stock-based
             compensation  using  the  intrinsic  value  method  prescribed  in

                                     F-8
<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

             Stock Based Compensation (continued)
             -----------------------------------
             Accounting Principles Board  Opinion No. 25, "Accounting for Stock
             Issued to Employees," and related  interpretations.   Accordingly,
             compensation cost for stock options is measured as the  excess, if
             any, of the quoted market price of the Company's stock at the date
             of  the grant over the amount an employee must pay to acquire  the
             stock.

             Loss Per Share
             --------------
             SFAS  No. 128, "Earnings Per Share" requires presentation of basis
             loss per share ("Basic LPS") and diluted loss  per share ("Diluted
             LPS").  The computation of basic loss  per  share is  computed  by
             dividing loss available  to common stockholders  by  the weighted-
             average  number  of  outstanding  common shares during the period.
             Diluted LPS gives effect to all dilutive potential  common  shares
             outstanding and all shares  held  in  treasury  during the period.
             The   computation   of  diluted  LPS  does  not assume conversion,
             exercise or contingent  exercise  of  securities  that would  have
             an anti-dilutive effect on losses.

             The  shares  used  in  the  computation  of loss per share were as
             follows:

                                                            December 31,
                                                        -----------------------
                                                           2001          2000
                                                        ---------     ---------
             Basic and diluted                          2,038,000     1,772,000
                                                        =========     =========








                                    F-9

<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

             Recent Accounting Pronouncements
             --------------------------------
             On  June  29,  2001,  SFAS  No. 141, "Business Combinations,"  was
             approved  by the Financial Accounting  Standards  Board  ("FASB").
             SFAS 141 requires  that  the purchase method of accounting be used
             for  all business combinations  initiated  after  June  30,  2001.
             Goodwill  and certain intangible assets will remain on the balance
             sheet and not be amortized.  On an annual basis, and when there is
             reason to suspect  that  their  values  have  been  diminished  or
             impaired,  these  assets must be tested for impairment, and write-
             downs may be necessary.  The Company is required to implement SFAS
             No. 141 on January  1,  2002 and it has not determined the impact,
             if  any,  that  this  statement  will  have  on  its  consolidated
             financial position or results of operations.

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


                                      F-10
<PAGE>

                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000

             Recent Accounting Pronouncements (continued)
             --------------------------------------------
             impact, if any, that this statement will have on its  consolidated
             financial position or results of operations.

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

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

NOTE 2 -  CORPORATE REORGANIZATION

             Pursuant to the Share Exchange  Agreement,  dated August 17, 2001,
             E-Bait  acquired  200,000  shares or 100% of all  the  outstanding
             shares  of common stock of BIMI  for  the  issuance  of  1,772,015
             shares of  its  issued  and outstanding common stock. Simultaneous
             with this transaction, BIMI  as  consideration  for  the Agreement
             entered  into a Promissory  Note totaling $700,000 to  certain  of
             the  former  shareholders  of  E-Bait  (see  note  4  and 8).  The
             Agreement was not finalized until the closing on August 22,  2001.

             This merger transaction has been accounted for in the consolidated
             financial statements  as  a  reverse  acquisition.   As  a  result
             of  this transaction, the former  shareholders of BIMI acquired or
             exercised control over a majority of the shares of   the  Company.
             Accordingly,  the  transaction  has  been  treated  for accounting
             purposes as a recapitalization of BIMI; therefore, these financial
             statements  represent  a  continuation  of BIMI, not the  Company.
             Consequently, the comparative figures are  those of BIMI.

                                             F-11


<PAGE>


                     BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 2 -  CORPORATE REORGANIZATION (continued)


In accounting for this transaction:

             i) BIMI  is deemed to be the purchaser and surviving  company  for
                accounting  purposes.  Accordingly, its net assets are included
                in the balance sheet at their historical book values.

            ii) Control  of   the  net  assets  and   business  of  E-Bait  was
                acquired   effective   on   August  22,  2001  (the  "Effective
                Date").   This  transaction  has  been  accounted   for   as  a
                purchase of  the  assets  and  liabilities  of  the  E-Bait  by
                BIMI at their net book value of $-0-.

           iii) The  statements  of  operations  and  cash  flows include  BIMI
                results of operations and cash flows from December 8, 2000, and
                E-Bait's results of operations from the Effective Date.

NOTE 3 -  RELATED PARTY TRANSACTIONS

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

             Due to Related Parties

                                                            December 31,
                                                      -----------------------
                                                          2001        2000
                                                      ---------     ---------
             a) Rendal Williams                       $  70,567     $       -
             b) Ellis Morris                              6,685             -
                                                      ---------     ---------
                                                      $  77,252     $       -
$                                                     =========     =========

             a) As of December 31,  2001,  the  Company  had  a  payable due to
                officer  totaling  $70,567,  relating to accrued fees  for  the
                services performed.

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

                                       F-12

<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000

NOTE 3 -  RELATED PARTY TRANSACTIONS (continued)

             Notes Payable - Related Party
                                                            December 31,
                                                      -----------------------
                                                          2001        2000
                                                      ---------     ---------
             a) Regal Holdings                        $  75,935             -
             b) Marcia Falk                              19,993             -
             c) Christopher Carmen                       15,000             -
             d) Lyn Thomson                               8,000             -
             e) Other                                    13,867             -
                                                      ---------     ---------
                                                      $ 132,795     $       -
                                                      =========     =========

             The above  unsecured notes were made for working capital purposes.
             These notes  are payable upon demand and bear interest at the rate
             of 7% to 10% per  annum.   Since  it is anticipated that the notes
             will be called, they are classified  as  short-term.  For the year
             ended December 31, 2001 and 2000, interest expense was $1,924 and
             $-0-, respectively.

NOTE 4 -  PROMISSORY NOTE

             As  of  December  31,  2001,  the  Company had a  Promissory  Note
             totaling  $700,000, which represents  the  consideration  for  the
             Agreement and reorganization between E-Bait and BIMI.  Pursuant to
             the  Agreement $400,000 shall be delivered within 15 days following
             NASD approval for trading with additional $300,000  due  within 30
             trading days.  As of December 31, 2001, no cash has been delivered
             (see Note 8).

             The Promissory Note bears interest at 9% per  annum.  For the year
             ended December 31, 2001 interest expense was $21,000.

NOTE 5 -  COMMITMENTS AND CONTINGENCIES

             Office Lease
             ------------
             The Company rents office space under a month-to-month  lease.  For
             the  years  ended  December  31,  2001 and 2000, rent expense  was
             $14,134 and $-0-, respectively.

             JSCO Acquisition
             On September 24, 2001, the Company  and  JSCO and Associates, Inc.
             ("JSCO") entered into an agreement (the "Agreement")  whereby  the
             Company  would  exchange  300,000  shares of its restricted common
             stock  for  all  of the outstanding capital  stock  and  ownership
             interest of JSCO.   As  of December 31, 2001, this transaction had
             not been consumated and the Company is still negotiating with JSCO.
                                       F-13

<PAGE>

                      BARRINGTON FOODS INTERNATIONAL, INC.
                                  AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 6 -  STOCKHOLDERS' DEFICIENCY

             Preferred Stock
             ---------------
             The Company has authority to issue  One Million (1,000,000) shares
             of Series A Preferred Shares with a par  value  of 0.001 with such
             terms as determined by the Board of Directors and the  corporation
             prior to their issuance.  Each Series A Preferred Share shall have
             voting  rights  and shall carry weight equal to one hundred  (100)
             Common Shares.  Each  Series  A  Preferred  Share may be converted
             into one hundred (100) Common Shares upon approval by the Board of
             Directors of the Corporation.

             The  Company  has  authority  to  issue  One  Million  (1,000,000)
             authorized Series B Preferred Shares with a par  value  of  $0.001
             per share and such 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.

             The  Company  has  authority  to  issue  One  Million  (1,000,000)
             authorized  Series  C  Preferred Shares with a par value of $0.001
             per share and such other  terms  as may be determined by the Board
             of Directors prior to their issuance.  No Series C Preferred Share
             shall have voting rights.

             Common stock
             ------------
             The aggregate number of shares of  common  stock  that the Company
             has  authority  to  issue is 100,000,000 shares at a par  value of
             $0.001.  As of December 31, 2001 and 2000, 5,830,015 and 1,772,015
             shares  were  issued and outstanding,  as adjusted for the ten for
             one stock split on  August 27, 2001,  and  the one for ten reverse
             stock split on December 10, 2001.

             Merger
             ------
             Pursuant  to  the acquisition  Agreement  dated  August  17,  2001
             between E-Bait  and  BIMI,  all  the  outstanding shares of common
             stock of BIMI were exchanged for 1,772,015 shares of E-Bait common
             stock (as adjusted) (see Notes 1 and 2).   A  change of control of
             the Company occurred pursuant to the Agreement.

             Common Stock Issuances
             ----------------------
             The  Company  retained  the  services  of various individuals  and
             entities for purposes of assisting the Company  in  its  corporate
             and product development, in addition to legal  fees to cover costs
             and  expenses  prior  to  its  obtaining  sufficient  capital  for
             operations.  These individuals  received  30,000 shares (3,000,000

                                       F-14
<PAGE>

                    BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000

NOTE 6 -  STOCKHOLDERS' DEFICIENCY (continued)

             Common Stock Issuances (continued)
             ----------------------------------
             shares  pre  reverse  split)  of  the  Company's  common  stock as
             compensation.   The  Company  has  recognized  consulting  expense
             totaling  $189,000  relating  to  the  issuance of these shares on
             November 19, 2001.

             On   December  6,  2001,  the  Company  issued  2,600,000   shares
             (26,000,000  shares pre reverse split) of the Company's restricted
             common stock to  its  CEO  and  principal  shareholder  in lieu of
             compensation for $2,860,000.

             On December 20, 2001, the Company issued 1,200,000 shares  of  the
             Company's common stock to various consultants, valued at $307,500,
             for services performed.



NOTE 7 -  INCOME TAXES

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

                                                            December 31,
                                                      -----------------------
                                                          2001        2000
                                                      ---------     ---------
             Current Tax Expense
                U.S. Federal                          $       -     $       -
                State and Local                               -             -
                                                      ---------     ---------
             Total Current                                    -             -
                                                      ---------     ---------

             Deferred Tax Expense
                U.S. Federal                                  -             -
                State and Local                               -             -
                                                      ---------     ---------
             Total Deferred                                   -             -
                                                      ---------     ---------

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

                                       F-15
<PAGE>

                    BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2001 AND 2000

NOTE 7 -  INCOME TAXES (continued)

             The reconciliation of the effective income tax rate to the Federal
             statutory rate is as follows for the years ended December 31, 2001
             and 2000:

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

             At  December  31, 2001, the Company had net carryforward losses of
             approximately $4,346,000.   Because  of the current uncertainty of
             realizing  the  benefit  of  the  tax carryforwards,  a  valuation
             allowance equal to the tax benefit  for  deferred  taxes  has been
             established.   The  full realization of the tax benefit associated
             with the carryforwards  depends  predominantly  upon the Company's
             ability to generate taxable income during the carryforward period.

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


                                                            December 31,
                                                      -----------------------
                                                          2001        2000
                                                      ----------     ---------
             Deferred Tax Assets
                Loss Carryforwards                   $ 1,477,000     $       -
                Less:  Valuation Allowance            (1,477,000)            -
                                                     ------------    ---------
             Net Deferred Tax Assets                 $         -     $       -
                                                     ===========     =========

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


                                     F-16
<PAGE>

                    BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000

NOTE 8 -  SUBSEQUENT EVENTS

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

             On January 10, 2002, the Company issued 96,500 shares of preferred
             stock to officers for services.

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

             On  January 24, 2002, the Company  issued  200,000  shares  of its
             restricted   common   stock  to  replace  475,000  shares  of  its
             unrestricted stock issued for compensation on December 20, 2001 to
             certain consultants for services performed.  The Company issued an
             additional 300,000 shares of common stock (restricted) January 24,
             2002 for services.

             On February 19, 2002, the Company issued 172,075 shares of  common
             stock (restricted)  to  certain  stockholders  of another  company
             pursuant to making  an agreement to transfer rights of property to
             the Company (BFII) which are held by the other company.

             On February 19, 2002,  the Company issued 673,925 shares of common
             stock (restricted) to certain persons/businesses for services.

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

             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 of its restricted
             common stock valued  at  $82,500  to certain  officers and  outside
             contractors for services performed.

             On May 8, 2002, the Company issued 175,000 shares of its restricted
             common stock to certain stock holder creditors for forgiveness of a
             promissory note.


                               F-17
<PAGE>

                    BARRINGTON FOODS INTERNATIONAL, INC.
                                AND SUBSIDIARY
                         (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               DECEMBER 31, 2001 AND 2000

NOTE 8 -  SUBSEQUENT EVENTS (continued)


             On May 8, 2002, the Company  issued 500,000  shares of  restricted
             common stock to an individual in a private placement.

             On  May  13,  2002,  the  Company  issued  225,000  shares of  its
             unrestricted  common  stock to certain  consultants for consulting
             services.



































                                         F-18

<PAGE>





ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The following table sets forth the current officers and directors of eCom
Corporation:

<TABLE>
<CAPTION>

Name                            Age          Position(s)
------------------------        ---         -----------------------------
<S>                             <C>          <C>
Rendel Williams                 46           Chairman and CEO
Michael A. Kaufmann             55           President
Sheldon H. Rosenberg            60           Chief Financial Officer


</TABLE>

                                       20

<PAGE>


Directors & Management Team

Rendal Williams-CEO/Chairman of the Board
-----------------------------------------

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 with
which  he has worked, Mr. Williams has made significant contributions in
product development and marketing as well as advancing to top management
positions in those organizations.

Mr. William's current primary effort is to assemble the management team capable
of implementing the plans, goals, and aspiration of BFII.  BFII 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 BFII and promoting a fast paced organization capable of
responding quickly to market opportunities.


Mr. Williams will evaluate business opportunities of BFII 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
BFII demonstrated experience in business planning, and new products ideas that
will provide every opportunity for BFII to meet its aggressive goals and make
the company a success.


Michael A. Kauffman, President
------------------------------

In February 2002 Michael A. Kauffman, was named to the Board of Directors of
BFII and he was named President of the corporation at the same time.

Mr. Kauffman is an attorney and businessman.  He received a B.S. (with honors)
in Business Economics from Purdue University and a J.D. from Loyola University
of Chicago.

In 1977 Mr. Kauffman was admitted to the bar of the State of New Mexico.  His
professional employment has included work as an Assistant District Attorney,
Assistant Attorney General, and as a partner for twelve years in a law firm in
Santa Fe, New Mexico.  Since 1991 he has worked in businesses in which he was a
partner or owner, and he has been trained and acted as a mediator in a variety
of cases.  Although he does not have an active practice, Mr. Kauffman is still
a member of the New Mexico bar.

Mr. Kauffman will assist the Company with operational matters, licensing, and
contract negotiations.

                                       21
<PAGE>
Sheldon Rosenberg, Chief Financial Officer
------------------------------------------

Mr. Sheldon Rosenberg, a certified public account with over 25 years of
experience in business and financial matters is Chief Financial Officer.

Mr. Rosenberg is a licensed Certified Public Accountant in the states of
Arizona and Nevada.  He is a member of the American Institute of Certified
Public Accountants.  In addition, Mr. Rosenberg is a Certified Financial
Professional and Personal Financial Specialist.  With experience in
international and domestic taxation, Mr. Rosenberg will help to structure the
Company's international operations.


Currently Mr. Williams and Mr. Kauffman are the only members of the Board of
Directors.


                                      22

<PAGE>



ITEM 10  EXECUTIVE COMPENSATION

Due to BFII's limited available cash no officer or director has been paid a
salary in cash.  Compensation has been in the form of accrued compensation (of
which none has been paid as of May 16, 2002) and issuances of stock.  Three
officers have received deferred compensation and/or issuances of stock as of
May 16, 2002.

<TABLE>
<CAPTION>

                                                                       Stock
Name                     Position       Annual Salary      Bonus     Incentives
-----------------        --------       -------------      -----     ----------
<S>                      <C>            <C>                <C>       <C>
Rendal Williams(1)       Chairman/CEO   $80,000            None      $2,860.000

Michael A. Kauffman(2)   President      See Note below

Sheldon H. Rosenberg(3)  CFO            See Note below

</TABLE>

(1)  Rendal Williams received $80,000 in accrued compensation for 2001.  Mr.
Williams base compensation level for 2002 is set at $120,000/annum all of which
has been deferred as of May 16, 2002.  Mr. Williams received 2,600,000 shares
of restricted stock valued at $2,860,000 as compensation in 2001.  As of May
16, 2002, Mr. Williams has received 350,000 restricted shares as compensation in
2002.

(2)  Michael Kauffman was not an officer in 2001.  Mr. Kauffman's base
compensation level for 2002 is $60,000/annum (none of which has been paid and
is accrued).  Mr. Kauffman has been issued 350,000 shares of restricted stock
as compensation as of May 16, 2002.

(3)  Sheldon Rosenberg did not serve as an officer during 2001.  Mr. Rosenberg
has been issued 100,000 shares thus far in 2002 as of May 16, 2002.  The stock
issued to Mr. Rosenberg contemplated the services performed through the date
of issuance.  Mr. Rosenberg does not have a base compensation.


                                      23
<PAGE>



ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of BFII outstanding common stock as of December 31, 2001.  Each
officer and person known by BFII to own beneficially more than 5% of the
outstanding BFII common stock is listed in the table.  Unless otherwise
indicated, to BFII's knowledge all persons listed in the table have sole voting
and investment power with respect to the shares of BFII common stock attributed
to them except to the extent that authority is shared by spouses under
applicable law.

<TABLE>
<CAPTION>

                                           Shares              Percent
Name                   Position      Beneficially Owned       of Class
----------------------------------------------------------------------
<S>                    <C>                <C>                   <C>
Rendal Williams(1)     Chairman/CEO       3,516,863             60%
Michael Kauffman(2)    President                  0              0%
Sheldon Rosenberg(3)   CFO                        0              0%
Harry Kay(4)           Shareholder          475,000              8%
Arthur W. Skagen(5)    Shareholder          475,000              8%
Regal Holdings(6)      Shareholder          440,500              8%
                                          -------------------------
Total as a group six persons              4,907,363             84%

</TABLE>


The total shares outstanding of BFII common stock at December 31, 2001 is
5,830,015.

1)  Rendel Williams, 3960 Howard Hughes Parkway, Suite 500, Las Vegas,
Nevada  89109

2)  Michael A. Kauffman, 3960 Howard Hughes Parkway, Suite 500, Las Vegas,
Nevada  89109

3)  Sheldon H. Rosenberg, 3960 Howard Hughes Parkway, Suite 500, Las Vegas,
Nevada  89109

4)  Harry Kay, 3644 Tomyasu Street, Las Vegas, NV 89102.

5)  Arthur W. Skagen, 300 Guildford Landmark Building, 15127 - 100th Avenue,
Surrey, British Columbia, Canada V3R 0N9.

No person other than Rendal Williams owns or shares the power to vote ten
percent (10%) or more of BFII's securities.

                                      24

<PAGE>


BFII has not issued any non-voting securities.

There are no options, warrants, or rights to purchase BFII securities.

BFII has no parents under the definition of parent.  The definition of parent
is any person or business entity who controls substantially all (more than 80%)
of the common stock.

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

BFII engaged Merdinger, Fruchter, Rosen, & Corso, P.C., Certified Public
Accountants (MFRC) to perform an audit of the financial statements of BFII.
BFII and MFRC agreed via a letter of engagement.  MFRC is paid on a fee for
service basis.

The officers and directors are involved in other business activities and may,
in the future become involved in other business opportunities.  If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the interest of BFII and other business interests.  BFII has
not formulated a policy for the resolution of such conflicts.

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ITEM 13.  REFERENCED REPORTS ON FORM 8-K.




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.  The 8-K report is herein included in this
filing by reference.


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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:  June 7, 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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