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


                                  FORM 10-KSB/A


(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, 2002

[ ] 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)


               5275 Arville Street, Suite 120, Las Vegas, NV 89118
               (Address of principal executive offices) (Zip Code)


             Registrant's Phone: (702) 307-3810 Fax: (702) 307-3816


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

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

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.

Based on the average of the closing bid and asked prices of the issuer's common
stock on December 31, 2002, the aggregate market value of the voting stock held
by non-affiliates of the registrant on that date was $1,257,868.

As of April 11, 2002, the issuer had 32,101,111 shares of common stock
outstanding. 316,500 shares of preferred stock is outstanding.

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

PART NUMBER                                                          PAGE NUMBER

PART I

  Item 1.  Description of Business                                       2
  Item 2.  Description of Property                                       9
  Item 3.  Legal Proceedings                                             9
  Item 4.  Submission of Matters to a Vote of Security Holders           9

PART II

  Item 5.  Market for Common Equity and Stockholder Matters              9
  Item 6.  Management's Discussion and Analysis                          9
  Item 7.  Financial Statements                                         13
  Item 8.  Changes in and Disagreements with
           Accountants on Accounting and Financial Disclosure           14

PART III

  Item 9.  Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the
           Exchange Act                                                 14
  Item 10. Executive Compensation                                       14
  Item 11. Security Ownership of Certain Beneficial
           Owners and Management                                        15
  Item 12. Certain Relationships and Related Transactions               15
  Item 13. Exhibits and Reports on Form 8-K                             15

SIGNATURES                                                              16

EXHIBITS

     Exhibit 1 (Certification of Chief Executive Officer)
<PAGE>
                           FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Annual Report on Form 10-K constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of Barrington Foods International, Inc.
and subsidiaries to be materially different from any future results,
performance, or achievements, expressed or implied by the forward-looking
statements. These statements are based on management's current expectations and
are subject to uncertainty and changes in circumstances. Actual results could
differ materially from these expectations due to changes in global political,
economic, business, competitive, market and regulatory factors. 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," "continue," "plans," or comparable terms, or the negative,
or other variations of those. Such risks and uncertainties include, but are not
limited to, those discussed below in "Item 1. Business Overview -
Forward-Looking Statements and Risk Factors" and in "Item 6. Management's
Discussion and Analysis."

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<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

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. We
believe that our food products are not just commodities that have been grown,
processed and packaged by agri-businesses, but an essential and personal
ingredient in delivering a cost effective and nutritious product for our
customers.

With distribution and access to resources and products around the world, BFII is
a Nevada corporation whose purpose is to develop and distribute innovative food
and non-food products internationally. BFII's core product line is soy and dairy
based powdered milk products, including the Company's foremost product "Pride
and Joy," an infant formula. Other products 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.
("E-Bait"), 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, 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
Rule 144 restricted common stock of E-Bait. The Company changed its name to
Barrington Foods International, Inc. and changed its domicile from California to
Nevada based on management's plans to headquarter the Company in Nevada. The
Company subsequently amended the Articles of Incorporation authorizing an
additional 50,000,000 shares of common stock at $0.001/share. In addition the
Company authorized one million shares each of three separate series of preferred
stock (A, B, C).

Principal Products and Services and Principal Markets

BFII is a worldwide manufacturer and/or distributor of food products. The
Company's core product is soy and dairy based powder formulas, which offers the
convenience and higher digestibility found in nutritionally balanced formulas
and all natural substitute milk products. BFII anticipates to generate much of
its revenue from soy milk, skim milk, whole milk, lactose free milk, bulk milk,
and other flavored milk products. In addition, BFII is continuing its plans to
develop other natural biological and microbiologically enhanced products for use
in the nutritional and agricultural industries.

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 Mothers Supplemental Beverages,
Infant Formula, Toddler and Teen Products, Beverages [Protein Drinks, Juice
Crystals, etc.], Mocha Mix, Powdered Chocolate Milk, Non-Food Items [shampoo,
laundry soaps, etc.], Commodities [coffee, sugar, etc.]

The Market

Population growth has surpassed many nations' abilities to economically supply
food products, thus becoming unable to meet growing nutritional needs on their
own. Consequently, the world is becoming increasingly dependent on international
trade to ensure a dependable supply of quality disease-free food products. In
particular, distributors of dairy products and dairy substitutes are preparing
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. provides a
cost effective, high-quality, and 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's principle activities rely on wholesale trade and the development of
proprietary products. As such, BFII has pursued strategic distribution alliances
and certain manufacturing agreements.

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<PAGE>
Through the Company's strategic distribution alliances with major food
distributors in Central America, Southeast Asia, Vietnam and the U.S., BFII is
uniquely positioned to achieve superior market penetration on a global scale.
These alliances also offer the ability to provide excellent customer service by
leveraging each distributor's local facilities for certain marketing efforts the
Company plans to pursue.

By developing proprietary products, BFII expects such initiatives to offer
quality control, a low cost of goods, and a brand image to pursue a customer
base that is loyal to the Company's products. As manufacturing relationships are
developed or facilities are built or purchased, BFII would become more
vertically integrated through the ownership of proprietary products, its
manufacture, and the wholesale distribution.

Major Distributor in Southeast Asia

Capitalizing on the Most-Favored-Nation Trade Agreement with Vietnam, BFII
established a market in Vietnam through an agreement with American Service and
Trading Company ("American") in March 2002. American is a Vietnamese marketing
and distribution company with an extensive distribution network established
throughout the country. American has agreed to purchase BFII's main products,
including Pride and Joy (an 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 develop this relationship and the
Company's customer base.

BFII's Business Plan

BFII's business plan centers around the introduction of three major product
groups that will be targeted to different markets. BFII will offer a line of
high quality nutritional beverages using proprietary formulas made with organic
non-GMO (genetically modified organisms) sold through grocery stores, health
food stores, and other distributors primarily in North America. The second line
of products, are referred to as basic nutrition products. These products are
designed to provide basic nutritional needs in markets throughout the world.
These proprietary formulas will balance the need for low cost with the need to
provide basic minimum nutritional standards. Finally, BFII will develop
affiliations with food manufacturers to provide other food products to markets
throughout the world that will be under BFII's private label. These will be
primarily food related products, which will be marketed domestically and
internationally.

Industry Overview

Demand for cost effective and nutritious food products is gaining importance in
the world economy. The Company's core product line of powdered milk and powdered
milk substitute products are a primary source for protein, calcium,
carbohydrates, fiber, sugar, and vitamins D, A, C, and B in emerging countries
and the U.S. They are also the primary source for micronutrients such as
riboflavin, folic acid, magnesium, sodium, potassium, and zinc.

Supply of powdered milk products is not limited by expensive production costs
(overseeing dairy cows, pasteurization, temperature controlled transportation),
making fresh milk a rare commodity that is cost prohibitive in most geographical
areas of emerging countries.

The demand for these powdered milk products is growing at unprecedented rates.
In emerging nations, especially within 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. Here, sales of powdered milk products
and powdered milk substitute products outsell fluid milk products by an 8 to 1
ratio.

Barrington intends to take advantage of these industry dynamics to become a
leader in the powdered milk market.

                                       3
<PAGE>
Recent Developments

In March, 2003 BFII retained a financial relations firm to assist with
short-term and long-term fund raising that will provide funds for revenue
generating operations. The financial relations firm will provide assistance in
approaching the financial community . This relationship is intended to provide
the exposure the company needs to obtain long-term funding.

BFII is also in the process of negotiating with a private distribution company,
which may lead to BFII acquiring a percentage of that company and also provide a
distribution network for the company's products to large retail and grocery
chains. Upon finalizing this arrangement, BFII will realize the benefit of sales
of the targeted company and will also have a large domestic market for its
proprietary products.

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. The limited resources in
staff and funds has limited the company's ability to conduct the activities
necessary to generate revenue. 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.

(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;

                                       4
<PAGE>
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.

(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.

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.

(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.

                                       5
<PAGE>
(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

Markets for the company's products are considered highly price competitive and
sensitive to product substitution. No single company competes with BFII in all
of its markets. However, a number of large companies compete with BFII in one or
more markets.

Major competitors in one or more markets include, but are not limited to, Archer
Daniel Midlands, Inc., Cardeal, Inc., ConAgra, Inc., Corn Products
International, Inc., Eridania Beghin-Say and Tate and Lyle.

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.

(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.

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<PAGE>
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.

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.

(l) 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.

(m) 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.

(n) 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.

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<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.

(o) 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.

(p) 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.

(q) Personnel

The Company currently has eight individuals (combined employees and independent
contractors) working full time, two of whom serve as Officers of the Company.
The other six constitute two office personnel, one Director of Sales, one
in-house accountant/CPA, and two in marketing/advertising. The Company does not
intend to add employees until it begins regularly generating revenue/income.

(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.

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<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

BFII has corporate offices at 5275 Arville Street, Suite 120, Las Vegas, Nevada
89118. 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 $ 59,990 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, 2002.


                                    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.

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, 2002                $0.95       $0.06
Quarter Ended June 30, 2002                 $0.31       $0.06
Quarter Ended September 30, 2002            $0.19       $0.06
Quarter Ended December 31, 2002             $0.22       $0.09

The approximate number of holders of record of BFII's common stock as of
December 31, 2002 is: 245 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 March 2003. 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 began developing products in 2000. Light sales
activity began in the second quarter of 2002 and have continued. Sales in 2002
were $ 73,456. Compensation expense is primarily attributable to issuances of
stock. BFII had limited resources for cash outlay in 2001-2002. BFII is engaged
in activities to raise capital through both debt and equity financing.
Management expects sales levels to increase dramatically in the third and fourth
quarters of 2003.

During 2002 BFII incurred a net loss of $8,472,097 or a loss of $0.76 per share
compared to a net loss of $4,326,361 or $2.13 per share in 2001. Net loss
experienced from inception (December 8, 2000) through December 31, 2002 is
$12,818,458 or $1.96 per share.

The Company has a limited operating history upon which an evaluation of the
Company, its current business and its prospects can be based. The Company's
prospects must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages of
development. Such risks include, the company's inability to anticipate and adapt
to a developing market, the failure of the company's infrastructure, changes in

                                       9
<PAGE>
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 expects that its sales will increase significantly in 2002. 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, BFII has had low revenues since inception. In
addition management expects to generate low revenues In the first two quarters
of 2003 before achieving higher sales levels in the last two quarters. During
calendar year, 2002, BFII experienced net losses of $8,472,097 or a loss of
$0.76 per share, compared to a net loss of $4,326,361 or $2.13 per share in
2001. The major component of expense has been labor and services. Most labor and
services have been compensated with issuances of stock or cash payment has been
deferred. Due to the low sales level resulting in small production runs, the
cost of sales per unit has been much higher than management expects to achieve
in latter 2003 when production runs will be of adequate quantity to achieve
economy of scale with respect to production costs per unit. BFII does not have
any material commitments for capital expenditures.

(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.

On January 5, 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 9, 2002 the Company issued 96,500 shares of preferred stock
convertible to common at 100:1 in favor of the CEO and certain consultants for
services rendered.

On January 24, 2002 the Company issued 200,000 shares of its restricted common
stock to certain consultants for services performed.

On February 19, 2002, the Company issued 1,131,000 and 15,000 shares of common
stock (restricted) to certain persons/businesses for services and to satisy a
note payable respectively.

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 to certain officers and outside contractors as compensation for services
performed.

                                       10
<PAGE>
On May 6, 2002, the Company issued 750,000 shares of its restricted common stock
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 for other receivables
totaling $37,500.

On May 8, 2002, the Company issued 225,000 shares of its common stock
(restricted) to persons/businesses for services.

On May 28, 2002 the Company issued 100,000 shares of its common stock
(restricted) to a stockholder for services.

On May 31, 2002 the Company issued 1,000,000 shares of its common stock
(restricted) to persons/businesses for services.

On July 22, 2002, the Company issued 120,000 shares of its common stock
(restricted) to persons/businesses in a private placement.

On July 22, 2002, the Company issued 550,000 shares of its common stock
(restricted) to persons/businesses for services.

On August 1, 2002. the Company issued 50,000 shares of its common stock
(restricted) to persons/businesses for services.

On August 1, 2002, the Company issued 100,000 shares of its common stock
(restricted) to persons/businesses in a private placement.

On August 23, 2002, the Company issued 1,000,000 shares of its common stock
(restricted) to persons/businesses for services.

On August 27, 2002, the Company issued 125,000 shares of its common stock
(restricted) to persons/businesses for services.

On August 27, 2002, the Company issued 275,000 shares of its common stock
(restricted) to persons/businesses in a private placement.

On September 10, 2002, the Company issued 1,478,000 shares of its common stock
(restricted) to persons/businesses for services of which 1,100,000 were issued
to stockholders.

On September 10, 2002, the Company issued 560,000 shares of its common stock
(restricted) to persons/businesses in a private placement.

On September 20, 2002, the Company issued 20,000 shares of its common stock
(restricted) to persons/businesses for services.

On September 20, 2002, the Company issued 180,000 shares of its common stock
(restricted) to persons/businesses in a private placement.

On September 20, 2002, the Company issued 650,000 shares of its common stock
(restricted) to the CEO as reimbursement for shares of BFII common stock issued
by the CEO from personal holdings to certain stock holders of another company
pursuant to an agreement to transfer the rights of certain property from that
other company to BFII.

On October 7, 2002, the Company issued 405,000 shares of its common stock
(restricted) to persons/businesses in a private placement of which 100,000
shares were for other receivables totaling $2,750.

On December 18, 2002, the Company issued 693,702 shares of its common stock
(restricted) to persons/businesses in a private placement.

On December 18, 2002, the Company issued 2,700,000 shares of its common stock
(restricted) to persons/businesses (including officers) for services.

On January 9, 2003, the Company issued 1,038,000 of its common stock
(restricted) to preferred stock holders as a portion of the consideration the
redemption of 36,600 shares of preferred stock that were originally issued
January 5, 2002 to stock holders of the former E-Bait, Inc.

On January 9, 2003, the Company issued 403,215 of its common stock (restricted)
to persons/businesses in a private placement.

On January 9, 2003, the Company issued 680,000 of its common stock (restricted)
to related parties for services rendered.

                                       11
<PAGE>
On January 10, 2003, the Company issued 205,000 shares of its common stock
(restricted) to persons/businesses in a private placement.

On February 19, 2003, the Company issued 50,179 shares of its common stock
(restricted) to persons/businesses in a private placement.

On February 19, 2003, the Company issued 40,000 shares of its common stock
(restricted) as payment of interest accrued on a promissory note payable.

On March 19, 2003, the Company issued 1,000,000 shares of its common stock
(restricted) to a business for services to be rendered.

On March 20, 2003, the Company issued 840,000 shares of its common stock
(restricted) to persons/businesses in a private placement.

On March 20, 2003, the Company issued 502,000 shares of its common stock
(restricted) to persons/businesses for services.

On March 20, 2003, the Company issued 250,000 shares of its common stock
(restricted) as payment of interest accrued on a promissory note payable.

On March 20, 2003, the Company issued 650,000 shares of its common stock
(restricted) to its CEO as reimbursement for shares of BFII common stock issued
by the CEO from personal holdings to certain shareholders of another company
pursuant to an agreement to transfer certain rights to property of that other
company to BFII.

On March 18, 2003, the Company issued 2,500,000 shares of its common stock
(unrestricted) to persons/businesses for services.

On March 20, 2003, the Company issued 1,500,000 shares of its common stock
(restricted) to a stock holder for services.

On April 8, 2003, the Company issued 2,500,000 shares of its common stock
(unrestricted) to persons/businesses for services.

On April 9, 2003, the Company entered an agreement to issue 3,000,000 shares of
its common stock (restricted) to an investor for $100,000 in cash. The Company
and the investor are in negotiations to finalize a major funding package.

On April 10, 2003, the Company issued 80,000 shares of its series A preferred
stock (convertible to common at 100:1) in favor of certain officers for
services.

On April 11, 2003, the Company issued 60,000 shares of its common stock
(restricted) to a business for services to be rendered.

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.

                                       12
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                       BARRINGTON FOODS INTERNATIONAL, INC
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS


                                                                        PAGE NO.

Report of Independent Certified Public Accountants                        F-1

Financial Statements

     Balance Sheet                                                        F-2

     Statements of Operations                                             F-3

     Statement of Stockholders' Deficit                                   F-4

     Statements of Cash Flows                                             F-5

Notes to Financial Statements                                             F-6

                                       13
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Barrington Foods International, Inc.
(A Development Stage Company)
Las Vegas, Nevada

We have audited the accompanying balance sheet of Barrington Foods
International, Inc. (A Development Stage Company) as of December 31, 2002, and
the related statements of operations, stockholders' deficit, and cash flows for
the years ended December 31, 2002 and 2001 and for the period from December 8,
2000 (Date of Inception of Barrington Foods, International, Inc.) through
December 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Barrington Foods International,
Inc. as of December 31, 2002, and the results of its activities and cash flows
for the years ended December 31, 2002 and 2001 and for the period from December
8, 2000 (Date of Inception of Barrington Foods International, Inc.) through
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from operations and
current liabilities exceed current assets, all of which raise substantial doubt
about its ability to continue as a going concern. Management's plans in regards
to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


L.L. Bradford & Company, LLC
April 11, 2003
Las Vegas, Nevada

                                      F-1
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                               DECEMBER 31, 2002

                                     ASSETS

Current assets
  Cash                                                             $      2,503
  Restricted certificate of deposit, net                                     --
  Accounts receivable, net                                               10,285
  Inventory                                                              27,707
                                                                   ------------
    Total current assets                                                 40,495

Fixed assets, net                                                        10,632

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

Total assets                                                       $     62,310
                                                                   ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued liabilities                         $    268,850
  Due to related parties                                                491,611
  Other liabilities                                                      75,700
  Notes payable - related parties                                       297,307
                                                                   ------------
    Total current liabilities                                         1,133,468
                                                                   ------------

Total liabilities                                                     1,133,468

Commitments and contingencies                                                --

Stockholders' deficit
  Preferred stock - Series A; $0.001 par value; 1,000,000 shares
    authorized; 96,500 shares issued and outstanding                         97
  Preferred stock - Series B; $0.001 par value; 1,000,000 shares
    authorized; 140,000 shares issued and outstanding                       140
  Preferred stock - Series C; $0.001 par value; 1,000,000 shares
    authorized; no shares issued and outstanding                             --
  Common stock; $0.001 par value; 100,000,000 shares
    authorized; 19,882,717 shares issued and outstanding                 19,883
  Additional paid-in capital                                         11,729,930
  Other receivables, net                                                 (2,750)
  Accumulated deficit                                               (12,818,458)
                                                                   ------------
    Total stockholders' deficit                                      (1,071,158)
                                                                   ------------

                                                                   $     62,310
                                                                   ============

                 See Accompanying Notes to Financial Statements

                                      F-2
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                    Year ended December 31,        December 8, 2000
                                                ------------------------------   (Inception) through
                                                    2002              2001        December 31, 2002
                                                ------------      ------------    -----------------
<S>                                             <C>               <C>               <C>
Revenue                                         $     73,456      $         --      $     73,456

Cost of revenue                                       83,565                --            83,565
                                                ------------      ------------      ------------

Gross loss                                           (10,109)               --           (10,109)

Operating expenses
  Depreciation                                         2,340                51             2,391
  Consulting and professional fees                 7,758,787         3,532,908        11,311,695
  Product development costs                           37,370                --            37,370
  Other general and administrative expenses          406,810            70,478           477,288
                                                ------------      ------------      ------------

    Total operating expenses                       8,205,307         3,603,437        11,828,744
                                                ------------      ------------      ------------

Loss from operations                              (8,215,416)       (3,603,437)      (11,838,853)

Other expenses
  E-Bait acquisition cost                                 --           700,000           700,000
  Interest expense                                    99,681            22,924           122,605
  Impairment of intangible asset                     157,000                --           157,000
                                                ------------      ------------      ------------

Loss before provision for income taxes            (8,472,097)       (4,326,361)      (12,818,458)

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

Net loss                                        $ (8,472,097)     $ (4,326,361)     $(12,818,458)
                                                ============      ============      ============

Basic and diluted loss per common share         $      (0.76)     $      (2.13)     $      (1.96)
                                                ============      ============      ============
Basic and diluted weighted average
  common shares outstanding                       11,244,204         2,038,000         6,560,419
                                                ============      ============      ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                      F-3
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>

                                     Common Stock       Preferred A Series    Preferred B Series
                                 --------------------   ------------------    --------------------
                                   Shares      Amount   Shares      Amount    Shares      Amount
                                 ----------   -------   ------      ------    -------   ----------
<S>                              <C>          <C>       <C>         <C>       <C>       <C>
Balance at December 8, 2000
  (Inception)                            --   $    --       --      $  --         --    $       --

Issuance of shares to founders
  for services, $0.10               200,000       200       --         --          --           --

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

Balance, December 31, 2000          200,000       200       --         --          --           --

Issuance of common stock for
  acquisition of E Bait,
  Inc., $0.001                    1,572,015     1,572       --         --          --           --

Issuance of common shares for
  cash, $0.35                       228,000       228       --         --          --           --

Issuance of common stock for
  services, $0.88                 3,830,000     3,830       --         --          --           --

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

Balance December 31, 2001         5,830,015     5,830       --         --          --           --

Issuance of preferred stock
  in satisfaction of note
  payable, $5.00                         --        --       --         --     140,000          140

Issuance of preferred stock
  for services, $60.00                             --   96,500         97          --           --

Issuance of common stock for
  cash, $0.07                     2,233,702     2,234       --         --          --           --

Issuance of common stock for
  other receivables, $0.07          600,000       600       --         --          --           --

Issuance of common stock for
  property, $0.13                   650,000       650       --         --          --           --

Issuance of common stock for
  services, $0.14                10,379,000    10,379       --         --          --           --

Issuance of common stock in
  satisfaction of notes
  payable-related
  parties, $0.17                    190,000       190       --         --          --           --

Bad debt related to other
  receivable                             --        --       --         --          --           --

Net loss                                 --        --       --         --          --           --
                                 ----------   -------   ------      -----     -------   ----------
Balance December 31, 2002        19,882,717   $19,883   96,500      $  97     140,000   $      140
                                 ==========   =======   ======      =====     =======   ==========


                                                              Accumulated
                                  Additional                Deficit During      Total
                                   Paid-In        Other       Development   Stockholders'
                                   Capital     Receivables       Stage         Deficit
                                 ------------  -----------   ------------    -----------

Balance at December 8, 2000
  (Inception)                    $         --    $     --              --    $        --

Issuance of shares to founders
  for services, $0.10                  19,800          --              --         20,000

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

Balance, December 31, 2000             19,800          --         (20,000)            --

Issuance of common stock for
  acquisition of E Bait,
  Inc., $0.001                         (1,572)         --              --             --

Issuance of common shares for
  cash, $0.35                          80,362          --              --         80,590

Issuance of common stock for
  services, $0.88                   3,352,670          --              --      3,356,500

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

Balance December 31, 2001           3,451,260          --      (4,346,361)      (889,271)

Issuance of preferred stock
  in satisfaction of note
  payable, $5.00                      699,860          --              --        700,000

Issuance of preferred stock
  for services, $60.00              5,789,903          --              --      5,790,000

Issuance of common stock for
  cash, $0.07                         146,296          --              --        148,530

Issuance of common stock for
  other receivables, $0.07             39,650     (40,250)             --             --

Issuance of common stock for
  property, $0.13                      83,850          --              --         84,500

Issuance of common stock for
  services, $0.14                   1,487,671          --              --      1,498,050

Issuance of common stock in
  satisfaction of notes
  payable-related
  parties, $0.17                       31,440          --              --         31,630

Bad debt related to other
  receivable                               --      37,500              --         37,500

Net loss                                   --          --      (8,472,097)    (8,472,097)
                                 ------------    --------    ------------    -----------
Balance December 31, 2002        $ 11,729,930    $ (2,750)   $(12,818,458)   $(1,071,158)
                                 ============    ========    ============    ===========
</TABLE>


                 See Accompanying Notes to Financial Statements

                                      F-4
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                     Year ended December 31,       December 8, 2000
                                                                 ------------------------------  (Inception) Through
                                                                     2002              2001       December 31, 2002
                                                                 ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>
Cash flows from operating activities:
     Net loss                                                    $ (8,472,097)     $ (4,326,361)     $(12,818,458)
     Adjustments to reconcile net loss to
      net cash used by operating activities:
         Stock based compensation                                   7,288,050         3,356,500        10,664,550
         E-bait acquisition costs                                          --           700,000           700,000
         Depreciation                                                   2,340                51             2,391
         Impairment of intangible assets                              157,000                --           157,000
         Bad debt expense on other receivable                          37,500                --            37,500
     Changes in operating assets and liabilities                           --
         Change in accounts receivable                                (10,285)               --           (10,285)
         Change in prepaid expenses and other current assets              700              (700)               --
         Change in inventory                                          (27,707)               --           (27,707)
         Change in other assets                                       (11,183)               --           (11,183)
         Change in bank overdraft                                        (622)              622                --
         Change in accounts payable and accrued liabilities           207,986            60,864           268,850
         Change in due to related parties                             329,859            77,252           407,111
         Change in other liabilities                                   75,700                --            75,700
                                                                 ------------      ------------      ------------
             Net cash used by operating activities                   (422,759)         (131,772)         (554,531)

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

Cash flows from financing activities
     Proceeds from notes payable-related parties                      366,006            52,205           418,211
     Principal payments on notes payable-related parties              (89,274)               --           (89,274)
     Proceeds from sale of common stock                               148,530            80,590           229,120
                                                                 ------------      ------------      ------------
             Net cash provided by financing activities                425,262           132,795           558,057

Net change in cash                                                      2,503                --             2,503

Beginning cash balance                                                     --                --                --
                                                                 ------------      ------------      ------------

Ending cash balance                                              $      2,503      $         --      $      2,503
                                                                 ============      ============      ============
Supplemental disclosure of cash flow:
     Cash paid for interest                                      $        100      $         --      $         --
                                                                 ============      ============      ============
     Cash paid for income taxes                                  $         --      $         --      $         --
                                                                 ============      ============      ============
Schedule of non-cash investing and financing activities
     Issuance of 140,000 shares of preferred B series
         stock in satisfaction of note payable                   $    700,000      $         --      $    700,000
                                                                 ============      ============      ============
     Issuance of 600,000 shares of common stock for
         other receivables                                       $     40,250      $         --      $     40,250
                                                                 ============      ============      ============
     Issuance of 650,000 shares of common stock for
         property                                                $     84,500      $         --      $     84,500
                                                                 ============      ============      ============
     Issuance of 190,000 shares of common stock in
         satisfaction of notes payable-related parties           $     31,630      $         --      $     31,630
                                                                 ============      ============      ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                      F-5
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1.   DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

     DESCRIPTION OF BUSINESS - Barrington Foods International, Inc. (hereinafter
     referred to as the "Company") is a development stage company. The Company
     is involved in development and distribution of innovative food products.
     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 products in various stages of development,
     patenting, and distribution.

     HISTORY - Barrington Foods International, Inc., formerly E-Bait, Inc,
     ("E-Bait") was incorporated in the State of California in February 1999. In
     August 2001, E-Bait consummated an acquisition and merger agreement (the
     "Agreement") to acquire all 200,000 shares of outstanding capital stock of
     Barrington Foods International, Inc. ("BFI"), a Nevada corporation, in
     exchange for 1,772,015 shares of E-Bait's common stock and a note payable
     of $700,000 (the "Transaction"), see Note 9. Accordingly, the stockholders
     of BFI received an additional 1,552, 015 shares of E-Bait's common stock
     and converted the existing 200,000 shares of BFI's common stock into E-Bait
     common stock. Prior to the Transaction, E-Bait was a public company with
     nominal operations, assets, and no liabilities; and BFI was an operational
     privately held company. The Transaction is considered to be a capital
     transaction in substance, rather than a business combination. That is, the
     Transaction is equivalent to the issuance of stock by the privately held
     company (BFI) for the net monetary assets of the public company (E-Bait),
     accompanied by a recapitalization. The accounting for the Transaction is
     identical to that resulting from a reverse acquisition, except that no
     goodwill or other intangible assets should be recorded. Accordingly, these
     financial statements are the historical financial statements of BFI.
     Barrington Foods International, Inc. was incorporated on December 8, 2000.
     Therefore, these financial statements reflect activities from December 8,
     2000 (Date of Inception for Barrington Foods International, Inc.) and
     forward.

     In August 2001, the Company's Board of Directors adopted a resolution
     whereby it approved a 10-to-1 stock split of the issued and outstanding
     shares of common stock. In December 2001, the company's Board of Directors
     adopted a resolution whereby it approved a 1-for-10 reverse stock split.
     Accordingly, the accompanying financial statements have been retroactively
     restated to reflect the stock splits as if such stock splits occurred as of
     the Company's date of inception.

     GOING CONCERN - The accompanying financial statements have been prepared on
     a going concern basis, which contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business. The Company
     is in the development stage, has no operating revenue and incurred a net
     loss of approximately $8,472,000 for the year ended December 31, 2002. The
     Company is in the second year of product development, with an accumulated
     loss during the development stage of approximately $12,818,000.

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

     The Company plans to raise operating capital via debt and equity offerings
     in order to market and sale their product. However, there are no assurances
     that such offerings will be successful or sufficient to fund the operations
     of the Company. In the event the offerings are insufficient, the Company
     has not formulated a plan to continue as a Going Concern.

                                      F-6
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1.   DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
     (CONTINUED)

     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 reporting period.
     Actual results could differ from those estimates.

     FIXED ASSETS - Fixed assets are stated at cost less accumulated
     depreciation. Depreciation is provided principally on the straight-line
     method over the estimated useful lives of the assets, which is primarily 5
     years. The cost of repairs and maintenance is charged to expense as
     incurred. Expenditures for property betterments and renewals are
     capitalized. Upon sale or other disposition of a depreciable asset, cost
     and accumulated depreciation are removed from the accounts and any gain or
     loss is reflected in other income (expense).

     The Company periodically evaluates whether events and circumstances have
     occurred that may warrant revision of the estimated useful lives of fixed
     assets or whether the remaining balance of fixed assets should be evaluated
     for possible impairment. The Company uses an estimate of the related
     undiscounted cash flows over the remaining life of the fixed assets in
     measuring their recoverability.

     PRODUCT DEVELOPMENT COSTS - Product development expenditures are charged to
     expenses as incurred.

     ADVERTISING AND MARKETING COSTS - The Company recognizes advertising
     expenses in accordance with Statement of Position 93-7 "Reporting on
     Advertising Costs." Accordingly, the Company expenses the costs of
     producing advertisements at the time production occurs, and expenses the
     costs of communicating advertisements in the period in which the
     advertising space or airtime is used.

     INCOME TAXES - The Company accounts for its income taxes in accordance with
     Statement of Financial Accounting Standards No. 109. Deferred tax assets
     and liabilities at the end of each period are determined using the tax rate
     expected to be in effect when taxes are actually paid or recovered.
     Valuation allowances are established when necessary to reduce deferred tax
     assets to the amount expected to be realized.

     STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
     ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
     Related Interpretations, in accounting for stock options issued to
     employees. Under APB No. 25, employee compensation cost is recognized when
     estimated fair value of the underlying stock on date of the grant exceeds
     exercise price of the stock option. For stock options and warrants issued
     to non-employees, the Company applies Statements of Financial Accounting
     Standards ("SFAS") No. 123 Accounting for Stock-Based Compensation, which
     requires the recognition of compensation cost based upon the fair value of
     stock options at the grant date using the Black-Scholes option pricing
     model.

     The Company issued no stock, neither granted warrants or options, to
     employees for compensation for the years ended 2002 and 2001.

     In December 2002, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
     Disclosure". SFAS No. 148 amends the transition and disclosure provisions
     of SFAS No. 123. The Company is currently evaluating SFAS No. 148 to
     determine if it will adopt SFAS No. 123 to account for employee stock
     options using the fair value method and, if so, when to begin transition to
     that method.

     FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts and estimated
     fair values of the Company's financial instruments approximate their fair
     value due to the short-term nature.

                                      F-7
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1.   DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
     (CONTINUED)

     NET LOSS PER COMMON SHARE - The Company computes net loss per share in
     accordance with SFAS No. 128, "Earnings per Share" and SEC Staff Accounting
     Bulletin No. 98 (SAB 98). Under the provisions of SFAS No. 128 and SAB 98,
     basic net loss per share is computed by dividing the net loss available to
     common stockholders for the period by the weighted average number of shares
     of common stock outstanding during the period. The calculation of diluted
     net loss per share gives effect to common stock equivalents, however,
     potential common shares are excluded if their effect is antidilutive. For
     the years ended December 31, 2002 and 2001 and for the period from December
     8, 2000 (Date of Inception) through December 31, 2002, the Company had not
     granted options and warrants.

     INVENTORY - Substantially all inventory consist of finished goods and are
     valued based upon first-in first-out ("FIFO") cost, not in excess of
     market. The determination of whether the carrying amount of inventory
     requires a write-down is based on an evaluation of inventory.

     NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the FASB issued SFAS No. 143,
     Accounting for Obligations Associated with the Retirement of Long-Lived
     Assets. SFAS No. 143 establishes accounting standards for the recognition
     and measurement of an asset retirement obligation and its associated asset
     retirement cost. It also provides accounting guidance for legal obligations
     associated with the retirement of tangible long-lived assets. SFAS No. 143
     is effective in fiscal years beginning after June 15, 2002, with early
     adoption permitted. Management has yet to determine the impact that the
     adoption of SFAS No. 143 will have on the Company's consolidated financial
     statements.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
     or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 establishes a single
     accounting model for the impairment or disposal of long-lived assets,
     including discontinued operations. SFAS 144 superseded Statement of
     Financial Accounting Standards No. 121, Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (SFAS 121),
     and APB Opinion No. 30, Reporting the Results of Operations - Reporting the
     Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
     and Infrequently Occurring Events and Transactions. The provisions of SFAS
     144 are effective in fiscal years beginning after December 15, 2001, with
     early adoption permitted, and in general are to be applied prospectively.

     In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN No.
     45"), Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of Indebtedness of Others an interpretation
     of SFAS No. 5, 57, and 107 and rescission of FASB Interpretation No. 34,
     was issued. FIN No. 45 clarifies the requirements of SFAS No. 5, Accounting
     for Contingencies, relating to a guarantor's accounting for, and disclosure
     of, the issuance of certain types of guarantees. The adoption of the
     provisions of FIN No. 45 did not have a material impact on the Company's
     results of operations, financial position or cash flows.

     RECLASSIFICATION - The financial statements from 2001 and 2000 reflect
     certain reclassifications, which have no effect on net income, to conform
     to classifications in the current year.

2.   RESTRICTED CERTIFICATE OF DEPOSIT, NET

     During October 2002, the Company received a loan totaling $1,000,000 from
     an unaffiliated company ("Lender"). The Lender required the Company to
     deposit these funds into a certificate of deposit ("CD") with a foreign
     bank, which was used as security for the $1,000,000 loan. The Company does
     not receive interest earned by the CD and is required to make monthly
     payments of interest-only totaling $2,000. As the Company is restricted
     from the use of these funds and will not receive any future benefit, the
     balance totaling $1,010,096, including interest earned of $10,096, has been
     reported net of the loan balance totaling $1,010,096 as of December 31,
     2002. The Company entered into this agreement to assist in obtaining future
     credit. As discussed in Note 15, during February 2003 the CD was surrender
     in satisfaction of the loan.

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


3.   FIXED ASSETS

     Fixed assets consist of the following as of December 31, 2002:

          Equipment                                                     $13,023
          Less: accumulated depreciation                                  2,391
                                                                        -------
                                                                        $10,632
                                                                        =======

4.   RELATED PARTY TRANSACTIONS

     ACCOUNTS PAYABLE - RELATED PARTIES - As of December 31, 2002, the Company
     had accounts payable balances due to stockholders of the Company totaling
     $84,771.

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

          Unpaid compensation to directors, officers, and affiliates   $251,111
          Unissued stock to stockholders for services                   100,000
          Unissued stock to stockholders for cash received                7,000
          Unissued stock to stockholder for property                     84,500
          Unissued stock to stockholders for other                       49,000
                                                                       --------
                                                                       $491,611
                                                                       ========

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

     From January 2003 through the date of this report, as discussed in Note 15,
     the Company issued 1,441,429 shares of common stock in satisfaction of due
     to related parties totaling $164,500.

5.   OTHER LIABILITIES

     Other liabilities totaling $75,700 consists of services performed by
     consultants as well as cash received from the sale of common stock to
     investors for which the Company has made or will make a resolution to issue
     stock. As discussed in Note 15, the Company has issued 1,303,286 shares of
     common stock subsequent to year-end to satisfy $72,200 of these liabilities
     through the date of this report.

6.   NOTES PAYABLE-RELATED PARTIES

     Notes payable-related parties consists of the following as of December 31,
     2002:

     Note payable to stockholder, unsecured, bearing interest
     at 10% per annum plus $10,000 to be paid in common
     stock, maturing March 2003 (through the date of this report,
     the Company is in default on this note as a result of
     past due maturities and delinquent interest payments)             $ 130,030

     Note payable to stockholder, unsecured, bearing interest
     at 10% per annum, due on demand                                     115,303

     Note payable to stockholder, unsecured, bearing interest
     at 18% per annum, maturing September 2003                            25,000

     Note payable to stockholder, unsecured, bearing interest
     at 10% per annum, as of December 31, 2002 the Company is in
     default on this note as a result of past due maturities and
     delinquent interest payments                                         10,000


                                      F-9
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

6.   NOTES PAYABLE-RELATED PARTIES (CONTINUED)

     Note payable to stockholder, unsecured, bearing interest
     at 5% compounded monthly, the Company is currently in
     default on this note as a result of past due maturities
     and delinquent interest payments                                      7,481

     Note payable to director and officer, unsecured, bearing
     interest at 10% per annum, due on demand                              5,255

     Note payable to stockholder, unsecured, bearing interest
     at 10% per annum, due on demand                                       2,072

     Note payable to stockholder, unsecured, bearing interest
     at 10% per annum, maturing September 2003                             1,666

     Note payable to former officer, unsecured, bearing interest
     at 10% per annum, maturing September 2003                               500
                                                                       ---------
                                                                       $ 297,307
                                                                       =========

7.   COMMON STOCK

     In December 2000, the Company issued 200,000 shares of common stock to the
     founders of the Company for services totaling $20,000.

     In August 2001, the Company issued 1,572,015 shares of common stock in
     consideration of the acquisition of E Bait, Inc., as discussed in Note 1
     "History".

     In August 2001, the Company issued 228,000 shares of common stock for cash
     totaling $80,590.

     In November 2001, 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 obtaining sufficient capital for operations. These individuals
     received 30,000 (300,000 common shares of pre-reverse stock split as
     discussed in Note 1 "History") shares of the Company's common stock as
     compensation for these services. The Company recognized consulting expense
     totaling $189,000 related to the issuance of these shares.

     In December 2001, the Company issued 2,600,000 (26,000,000 common shares of
     pre-reverse stock split as discussed in Note 1 "History") shares of the
     Company's restricted common stock to its CEO and principal shareholder in
     lieu of compensation for $2,860,000.

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

     In January 2002, the Company issued 200,000 shares of common stock to a
     stockholder for consulting expense totaling $90,000.

     In February 2002, the Company issued 1,131,000 shares of common stock to
     various individuals for consulting services and compensation totaling
     $147,030, of which 420,555 shares relate to directors or stockholders for
     compensation totaling $54,672.

     In February 2002, the Company issued 15,000 shares of common stock to an
     individual for a note payable with principal and interest totaling $1,880.

                                      F-10
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


7.   COMMON STOCK (CONTINUED)

     In March 2002, the Company issued 400,000 and 150,000 shares of common
     stock to consultants and a stockholder, respectively, for compensation
     totaling $68,000 and $25,500.

     In April 2002, the Company issued 500,000 shares of common stock to various
     stockholders, directors, and officers for compensation totaling $55,000.

     In May 2002, the Company issued 2,075,000 shares of common stock to various
     individuals for compensation totaling $379,500. Of the total, 850,000
     shares were issued to stockholders, directors, and officers for
     compensation totaling $142,500.

     In May 2002, the Company issued 500,000 shares of common stock for other
     receivables totaling $37,500. As of December 31, 2002, the Company has
     established an allowance for doubtful accounts totaling $37,500, however,
     the Company plans to take necessary actions to collect these funds.

     In May 2002, the Company issued 175,000 shares of common stock to an
     individual for a note payable with a principal and interest balance of
     $29,750.

     In July 2002, the Company issued 550,000 and 120,000 shares of common stock
     to various individuals for services and cash totaling $33,000 and $11,000,
     respectively.

     In August 2002, the Company issued 1,175,000 and 375,000 shares of common
     stock to various individual for services and cash totaling $85,500 and
     $23,500, respectively. Included in the shares issued for services was 5,000
     shares valued at $500 issued to a stockholder.

     In September 2002, the Company issued 740,000 shares of common stock to
     various individuals for cash totaling $41,500.

     In September 2002, the Company issued 1,498,000 shares of common stock to
     various individuals for services totaling $209,520, of which, 1,100,000
     shares were issued to stockholders for services totaling $154,000.

     In September 2002, the Company issued 650,000 shares of common stock to the
     CEO and director of the Company for the express purpose of purchasing
     property from a company affiliated with the CEO. The issuance was valued at
     $84,500.

     In October 2002, the Company issued 305,000 shares of common stock to
     various individuals for cash totaling $23,000.

     In October 2002, the Company issued 100,000 shares of common stock for
     other receivables totaling $2,750.

     In December 2002, the Company issued 693,702 shares of common stock to
     various individuals for cash totaling $49,530.

     In December 2002, the Company issued 2,700,000 shares of common stock to
     various individuals for services totaling $405,000, of which, 2,450,000
     shares were issued to directors, officers, and stockholders for services
     totaling $367,500.

8.   PREFERRED STOCK - SERIES A

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

     In January 2002, the Company issued 64,000 and 32,500 shares of preferred
     stock - series A to the CEO and a consultant, respectively, for consulting
     services totaling $5,790,000. The value of these services was determined
     using the fair value of the common stock on the date of the issuance
     multiplied by the conversion from preferred stock - series A into common
     stock (1 for 100).

                                      F-11
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

9.   PREFERRED STOCK - SERIES B

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

     As described in Note 1 "History", the Company acquired the outstanding
     capital stock of E Bait, Inc. during August 2001 in exchange for 1,572,015
     shares and a note payable of $700,000. The Company accounted for the
     issuance of the 1,572,015 as a decrease to Additional Paid-In Capital at
     the par value of the common stock and recognized other expense "E-Bait
     acquisition cost" totaling $700,000 for the note payable. In January 2002,
     the Company issued 140,000 shares of preferred stock - series B to the
     former stockholders of E-Bait, Inc. for satisfaction of the note payable
     totaling $700,000.

10.  PREFERRED STOCK - SERIES C

     The Company is authorized to issue 1,000,000 shares of Series C preferred
     stock, at par value of $0.001 with other terms as may be determined by the
     Board of Directors prior to their issuance. As of December 31, 2002, no
     Series C preferred stock is issued and outstanding.

11.  OTHER RECEIVABLES, NET

     As of December 31, 2002, other receivables totaling $2,750, net of
     allowance for doubtful accounts of $37,500, represents amounts due from
     individuals for the issuance of 600,000 shares of common stock, as
     discussed in Note 7.

12.  IMPAIRMENT OF INTANGIBLE ASSET

     In September 2002, the Company agreed to issue 1,300,000 shares of the
     Company's common stock to the CEO and director of the Company for the
     acquisition of equipment and intellectual property valued at $12,000 and
     $157,000, respectively. During September 2002, the Company issued 650,000
     shares of common stock, who subsequently transferred these shares to an
     entity affiliated with the CEO ("Affiliate"). In addition, the Company
     recorded a liability of $84,500 reflected as Due to Related Parties for the
     additional 650,000 shares to be issued to the CEO and director to be
     transferred to the Affiliate. Due to the related party nature of this
     transaction, the Company recorded the property at the historical cost
     rather than fair value of the property. During 2002, the Company determined
     the intellectual property had no future value and recognized an expense
     totaling $157,000 for the impairment of intangible asset. As discussed in
     Note 15, the Company issued the 650,000 shares of the Company's common
     stock in consideration of the $84,500 liability.

13.  INCOME TAXES

     The Company did not record any current or deferred income tax provision or
     benefit for any of the periods presented due to continuing net losses and
     nominal differences.

     The Company has provided a full valuation allowance on the deferred tax
     asset, consisting primarily of net operating losses, because of uncertainty
     regarding its realizability.

                                      F-12
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

13.  INCOME TAXES (CONTINUED)

     As of December 31, 2002, the Company had a net operating loss carry forward
     of approximately $555,000 for federal tax purposes to offset future taxable
     income, if any. Utilization of the net operating loss carry forward, which
     begins to expire at various times starting in 2020, may be subject to
     certain limitations under Section 382 of the Internal Revenue Code of 1986,
     as amended. To the extent that net operating losses of approximately
     $555,000, when realized, relate to stock options and warrants, the
     resulting benefits will be credited to stockholders' equity.

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

<TABLE>
<CAPTION>
                                                                   December 31,
                                                             -----------------------
                                                                2002         2001
                                                             ----------   ----------
<S>                                                          <C>          <C>
     Net operating loss                                      $  188,541   $   44,802
     Stock based compensation                                 3,625,947    1,148,010
     Other receivable                                            12,750           --
                                                             ----------   ----------
         Total deferred tax assets                            3,827,238    1,192,812
         Less: Valuation allowance for deferred tax assets    3,827,238    1,192,812
                                                             ----------   ----------

         Net deferred tax assets                             $       --   $       --
                                                             ==========   ==========
</TABLE>

14.  COMMITMENTS AND CONTINGENCIES

     The Company is obligated under a non-cancelable facility operating lease
     through September 2004. For the years ended December 31, 2002 and 2001,
     rent expense was $59,990 and $14,134, respectively.

     Future minimum lease payments required under such operating leases as of
     December 31, 2002, are as follows:

                    2003                                     $  94,953
                    2004                                        72,556
                                                             ---------
                                                             $ 167,509
                                                             =========

15.  SUBSEQUENT EVENTS

     COMMON STOCK ISSUANCES

     In January 2003, the Company issued 238,000 shares of restricted common
     stock pursuant to redeeming 5,600 shares of preferred stock held by certain
     shareholders valued at $28,000.

     In January 2003, the Company issued 800,000 shares of restricted common
     stock for the purpose of redeeming 18,200 shares of preferred stock valued
     at $91,000.

     In January 2003, the Company issued 111,429 shares of restricted common
     stock to satisfy unissued stock to stockholders for cash of due to related
     parties totaling $7,000.

     In January 2003, the Company issued 224,286 shares of common stock to
     satisfy other liabilities totaling $17,000.

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

                                      F-13
<PAGE>
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


15.  SUBSEQUENT EVENTS (CONTINUED)

     COMMON STOCK ISSUANCES (CONTINUED)

     In January 2003, the Company issued 680,000 shares of common stock to
     satisfy unissued stock to stockholders for services of due to related
     parties totaling $73,000.

     In January 2003, the Company issued 205,000 shares of common stock to
     satisfy other liabilities totaling $10,500.

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

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

     In March 2003, the Company issued 1,000,0000 shares of common stock valued
     at $ 90,000 for services to be rendered.

     In March 2003, the Company issued 820,000 shares of common stock to satisfy
     other liabilities totaling $42,000.

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

     In March 2003, the Company issued 54,000 shares of common stock to satisfy
     other liabilities totaling $2,700.

     In March 2003, the Company issued 4,448,000 shares of common stock valued
     at $462,540 for services rendered.

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

     In March 2003, the Company issued 650,000 shares of common stock to satisfy
     unissued stock to stockholder for property of due to related parties
     totaling $84,500.

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

     SURRENDER OF RESTRICTED CERTIFICATE OF DEPOSIT

     During February 2003, the Company surrendered the restricted certificate of
     deposit totaling $1,010,096in exchange for the loan which was reported as a
     net balance of $-- as of December 31, 2002.

     PREFERRED STOCK - SERIES A ISSUANCES

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

     OTHER LIABILITY

     In April 2003, the Company entered into an agreement whereby the Company
     received $100,000 in exchange for 3,000,000 shares of the Company's common
     stock. Through the date of this report, the $100,000 has been received
     however the shares have not been issued.

                                      F-14
<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:

Name                       Age          Position(s)
----                       ---          -----------
Rendel Williams             47          Chairman and CEO
Michael A. Kaufmann         56          President


DIRECTORS & MANAGEMENT TEAM

RENDAL WILLIAMS, CEO AND 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, sales, and
executive management positions. Mr. Williams focuses on the day-to-day
management of Barrington and its development by working with his team to achieve
the goals of Barrington. His management style promotes vigorous interaction
among team members and facilitates problem solving.

Mr. Williams also evaluates the various business opportunities of BFII to
determine the best course of action for the company. Such opportunities include
evaluating new products, joint ventures, acquisitions, and other collaborations
that move the company toward its goals.

In addition to strong senior management qualifications, Mr. Williams brings to
BFII demonstrated experience in business planning and new products ideas in
order to 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 assists the Company with management, operational, and legal issues.

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

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                          2002
Name                   Position       Annual Salary                   Stock                     Bonus    Incentives
----                   --------       -------------                   -----                     -----    ----------
<S>                    <C>               <C>          <C>                                        <C>        <C>
Rendal Williams        Chairman/CEO      $120,000        64,000 Shares of Preferred Series A     None       None
                                                      1,850,000 Shares of common

Michael A. Kauffman    President         $ 60,000     1,100,000 Shares of common                 None       None
</TABLE>

                                       14
<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, 2002. 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
                                           Beneficially
Name                     Position             Owned        Percent       Class
----                     --------             -----        -------       -----
<S>                  <C>                    <C>              <C>        <C>
Rendal Williams      Chairman/CEO           5,330,432         27%       Common
Michael Kauffman     President              1,100,000          6%       Common
Alejo Bemudez        Director of Sales      1,000,000          5%       Common
                                            ---------        ---
                                            7,430,432         38%
</TABLE>


The total shares outstanding of BFII common stock at December 31, 2002 is
19,882,717

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

NO ITEMS TO REPORT

ITEM 13. REFERENCED REPORTS ON FORM 8-K.

NONE

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.

                                       15
<PAGE>
                                   SIGNATURES

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

Date: April 23, 2003


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

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

                                       16
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rendal Williams, certify that:

1. I have  reviewed  this  annual  report  on  Form  10-K  of  Barrington  Foods
International, Inc.;

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

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

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

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

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

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

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

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: April 23, 2003

                                        /s/ Rendal Williams
                                        ----------------------------------------
                                        Rendal Williams
                                        Chief Executive Officer
                                        Principal Accounting Officer