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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the second quarter ended Commission file number
June 30, 2004 33-27042-NY
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BARRINGTON SCIENCES CORPORATION
(Formerly known as: Financial Express Corporation)
(Exact name of registrant as specified in its charter)
Nevada 93-0996537
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1107 Bennet Drive
Port Coquitlam, British Columbia, Canada V3C 6H2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (604) 868-7400
Securities registered pursuant to Section 12(b) of the Act:
NONE NONE
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(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12 (g) of the Act:
Common
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes X No (2) Yes X No
----- ----- ----- -----
The number of shares of the Common Stock of the registrant outstanding as of
June 30, 2004 was 24,218,927. The aggregate common stock held by non-affiliates
on June 30, 2004 was 7,267,213.
==========
BARRINGTON SCIENCES INTERNATIONAL CORPORATION
(A development stage enterprise)
-----------------------------
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
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Balance Sheet - at June 30, 2004 3
Statements of Operations - for the quarters ended June 30, 2004 and
June 30, 2003 4
Statement of Cash Flows - for the Quarters ended June 30, 2004
and 2003 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 8
Item 4. Controls and Procedures 8
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Part II. Other Information
Item 1. Submission of Matters to a
Vote of Security Holders 9
Item 2. Changes in Securities 9
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Item 3. Defaults Upon Senior Securities 9
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Item 4. Submission of Matters to a Vote of Security Holders 9
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Item 5. Other Information 9
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Item 6. Exhibits and Reports on Form 8-K 9
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2
BARRINGTON SCIENCES CORPORATION
(A development stage enterprise)
Balance Sheet
As at June 30, 2004
Current assets:
Cash --
Prepaid and other current assets 1,000
----------
Total current assets 1,000
----------
Equipment, net of accum Deprn 6,702
----------
Investment in Joint Venture 400,000
----------
Total assets 407,702
----------
Liabilities and Stockholders' Equity
Current liabilities:
Bank Over Draft 9,510
----------
Accounts payable and accrued liabilities 118,368
----------
Payable to Related parties 389,739
----------
Stockholders' equity:
Common stock $.001 par value;
25,000,000 authorized; 24,218,927 issued
and outstanding 24,219
Additional paid in Capital 4,108,314
Losses accumulated during the
development stage (4,242,448)
----------
Total stockholders' equity (109,915)
----------
Total liabilities and stockholders' equity 407,702
----------
See accompanying notes
3
BARRINGTON SCIENCES CORPORATION
(A development stage enterprise)
STATEMENTS OF OPERATIONS From
For the six months ended June 30, 2004 and 2003
Period
Oct 2003 to October 2002 Inception Inception To
June 2004 June 2003 To Sept 30/03 June 30, 04
------------ ------------ ------------ ------------
Sales -- -- $ 10,736 $ 10,736
Cost of sales -- -- 17,437 17,437
Selling, general and administrative 275,573 846,780 2,128,848 2,402,292
Write-down of goodwill -- -- 910,249 910,249
Write-down of intangibles and inventory -- -- 812,546 812,546
Write-down of other assets -- -- 69,967 69,967
------------ ------------ ------------ ------------
275,573 846,780 3,939,047 4,212,491
(Loss) from operations 275,573 846,780 3,928,311 4,201,755
------------
Other income (expense)
Interest expense -- -- (40,693) (40,693)
------------ ------------ ------------ ------------
Net (loss) $ 275,573 $ 846,780 $ 3,969,004 $ 4,242,448
============ ============ ============ ============
Per share information:
Basic and diluted (loss)
per common share $ 0.01 $ 0.04 $ 0.17 $ (0.18)
============ ============ ============ ============
Weighted average shares outstanding 24,199,342 21,414,249 22,923,189 24,199,342
============ ============ ============ ============
BARRINGTON SCIENCES CORPORATION
(A development stage enterprise)
STATEMENTS OF OPERATIONS
For the three months ended June 30, 2004 and 2003
Quarter Quarter
June 2004 June 2003
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Sales $ -- $ --
Selling, general and administrative 8,126 176,541
Write-down of other assets -- --
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(Loss) from operations 8,126 176,541
Other income (expense)
Interest expense -- --
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Net (loss) $ 8,126 $ 176,541
=========== ===========
Per share information:
Basic and diluted (loss)
per common share $ 0.0003 $ 0.008
=========== ===========
Weighted average shares outstanding 24,199,342 23,445,553
=========== ===========
See accompanying notes
4
BARRINGTON SCIENCES CORPORATION
(A development stage enterprise)
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2004 and 2003
(Unaudited)
Inception
30Jun04 30Jun03 to date
---------- ---------- ----------
OPERATING ACTIVITIES
Net Loss (275,573) (846,780) (4,242,448)
Items not affecting cash:
Depreciation and amortization 1,786 88,465 46,307
Changes in noncash working capital:
Accounts receivable 3,682 22,724 --
Subscriptions Recievable -- 71,640 --
Prepaids and other current assets (1,000) 27,784 (1,000)
Bank Overdraft (123,196) 94,205 --
Accounts payable and accrued liabilities 11,916 173,188 118,368
Inventory -- 51,688 0
Payable Related Parties /other 213,357 0 389,739
---------- ---------- ----------
Cash flow used by operating activities (169,028) (317,086) (3,689,034)
---------- ---------- ----------
INVESTING ACTIVITIES
Purchase of capital assets/Sale 112,068 (49,345) (53,009)
Additions to Intangible Assets -- (5,476) --
Deposit on Acquisitions -- (50,000) --
Investment in Joint Venture -- (400,000) (400,000)
---------- ----------
Cash flow from investing activities 112,068 (504,821) (453,009)
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FINANCING ACTIVITIES
Increase (decrease) in short term debt
Issuance of common shares 56,960 809,832 4,132,533
Foreign Currency Adjustment -- 35,897 --
----------
Cash flow from financing activities 56,960 845,729 3,679,524
INCREASE IN CASH FLOW 0 23,822 (9,510)
CASH Beginning of period 0 (23,822) 0
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CASH End of period 0 0 (9,510)
========== ========== ==========
See accompanying notes
5
BARRINGTON SCIENCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2004
1. Basis of presentation
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General
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On December 30, 2002, Barrington Sciences International
Corporation ("BSIC") completed the sale of its assets to Financial
Express Corporation ("FEC"), a publicly traded Nevada corporation, in
a reverse merger. The accompanying financial statements include the
accounts of Barrington Sciences International Corporation and its
wholly owned subsidiaries, and the activity of FEC from the date of
acquisition. In connection with the transaction, the fiscal year of
BSIC, September 30, was adopted.
The accompanying condensed unaudited financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to form 10-Q. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included.
Stockholders' equity
--------------------
Basic (loss) per share was computed using the weighted average
number of common shares outstanding.
6
Item 2. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
Plan of Operations
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(a) Plan of Operation
The Company has generated no revenues from its operations and has
been a development stage enterprise since inception.
In order to implement its plans for 2004 and 2005, the Company is
seeking approximately $2,000,000 in financing. The financing could be
in the form; of debt or equity The Company has not obtained any of
this financing and currently has no commitments for any of this
financing. If this financing is obtained, the Company has established
the following budgets as outlined below.
The Company requires approximately a $2 million cash investment
in order to carry out its business plan and to achieve the projected
results described below.
The Company currently has a distribution agreement for all Asian
countries, excluding China. China sales will come from the joint
venture in China with the Shangdon Weigao Group. Sales activity in all
other Asian countries is expected to begin in the first calendar
quarter of 2005.
The company and Shangdon Weigao Group of Weihai own the joint
venture in China equally. The name of the joint venture company is:
Weihai Barrington Biological Engineering Co. Ltd. The partners have
funded the joint venture company. The joint venture company will
employ its own sales staff and will have access to markets that have
been developed by Weigao Group over the past twenty years.
The following projections are for a one-year period [following
completion of the Company's $2 million financing.]
o Sales: $1.3 million to $2.5 million.
o Gross Profit: $ 0.52 million to $1 million based on 40%
margin.
o Operating Expenses: $0.4 million to $ 0.6million.
o Profit from the Joint Venture operation in China: $.02
million to $.1million).
7
(b) Liquidity and capital resources
Management believes that it will able to raise additional equity
capital to meet the Company's liquidity needs, due to the prospects
for success of the Company. However, the Company has no commitments
from potential equity investors and has never generated any revenues
from its products or operations.
(c) Comparison of 2004 and 2003 for the third quarter.
Operating costs, excluding joint venture related costs, decreased
as the company curtailed operations due to cash constraints. Total
operating costs reduced from $176,541 in 2003 to $8,126 in 2004. The
costs consisted of: Travel costs, some office costs and compensation
for contract staff of $1,800. During this period management has agreed
to work without compensation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------ ----------------------------------------------------------
None. The Company does not hold any material market risk sensitive
instruments.
Item 4. Controls and Procedures
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Under the supervision and with the participation of our management,
including our principal executive officer and principal accounting officer, we
conducted an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), within 90 days of the filing date of this
report. Based on their evaluation, our principal executive officer and principal
accounting officer concluded that our disclosure controls and procedures are
effective.
There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced in the preceding paragraph.
8
PART II Other Information.
Item 1. Legal Proceedings.
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None
Item 2. Changes in Securities
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None this quarter
Item 3. Defaults Upon Senior Securities
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(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders
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None
Item 5. Other Information
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(Not applicable)
Item 6. Exhibits
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(a) Exhibits
Exhibit
Number Description
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31.1 302 Certification of Chief Executive Officer
31.2 302 Certification of Chief Financial Officer
32.1 906 Certification of Chief Executive Officer
32.2 906 Certification of Chief Financial Officer
(b) Reports on Form 8-K
None
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BARRINGTON SCIENCES CORPORATION
By: /s/ Lorne Broten Date: November 15, 2004
-------------------------------
Lorne Broten
CFO and Director
(Principal Financial Officer)
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act
No annual report or proxy material has been sent to security holders of the
Company. The Company does not anticipate sending out a separate annual report or
proxy material to its security holders subsequent to the filing of the annual
report. In the event that the Company determines that it will send out either a
separate annual report or any proxy materials, the Company will furnish copies
of such material to the Securities and Exchange Commission when it is sent to
security holders.