10-Q 1 barrington306.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 March 31, 2006 33-27042-NY ---------------------------- ----------------------- BARRINGTON SCIENCES CORPORATION ------------------------------- (Formerly known as: Financial Express Corporation) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Nevada 93-0996537 (State of Incorporation) (I.R.S. Employer Identification No.) 1107 Bennet Drive Port Coquitlam, British Columbia, Canada V3C 6H2 (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 (Title of Each Class) (Name of Each Exchange on which Registered) Securities registered pursuant to Section 12 (g) of the Act: Common (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 [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] The number of shares of the Common Stock of the registrant outstanding as of March 31, 2006 was 24,379,977. The aggregate common stock held by non-affiliates on March 31, 2006 was 11,148,989. 2 BARRINGTON SCIENCES INTERNATIONAL CORPORATION (A development stage enterprise) ----------------------------- INDEX Page No. -------- Part I. Financial Information Item 1. Financial Statements Independent Registered Auditors Report 4 Balance Sheet - at March 31, 2006 5 Statements of Operations - for the period ended March 31, 2006 and March 31, 2005 6 - 7 Statement of Cash Flows - for the Period ended March 31, 2006 and 2005 8 Notes to Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Item 4. Controls and Procedures 10 Part II. Other Information Item 1. Submission of Matters to a Vote of Security Holders 10 Item 2. Changes in Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 3 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS PCAOB REGISTERED Report of Independent Registered Public Accounting Firm ------------------------------------------------------- To the Board of Directors Barrington Sciences Corporation We have reviewed the accompanying balance sheet of Barrington Sciences Corporation as of March 31, 2006, and the related statements of operations, retained earnings, and cash flows for the six months then ended, in accordance with the standards of the Public Company Accounting Oversight Board (United States). All information included in these financial statements is the representation of the management of Barrington Sciences Corporation A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The financial statements do not include any adjustments that might result from any uncertainty. /s/ Moore & Associates, Chartered Moore & Associates, Chartered Las Vegas, Nevada April 18, 2007 2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7511 o Fax: (702)253-7501 4 BARRINGTON SCIENCES CORPORATION (A development stage enterprise) Balance Sheet As at March 31, 2006 Current assets: Cash 3,520 ---------- Investment in Joint Venture 335,759 ---------- Total assets 339,279 ---------- Liabilities and Stockholders' Equity ------------------------------------ Current liabilities: Accounts payable and accrued liabilities 102,860 ---------- Payable to Related parties 360,069 ---------- 462,929 ---------- Stockholders' equity: Common stock $.001 par value; 100,000,000 authorized; 24,329,477 issued and outstanding 24,329 Additional paid in Capital 4,271,704 ---------- 4,296,033 ---------- Losses accumulated during the development stage (4,419,683) Total stockholders' equity (123,650) ---------- Total liabilities and stockholders' equity 339,279 ---------- See accompanying notes 5

BARRINGTON SCIENCES CORPORATION (A development stage enterprise) STATEMENTS OF OPERATIONS For the ~~nine~~six months ended ~~June~~March 3031, ~~2003~~2006 and ~~2002~~2005 ~~Inception~~Period ~~2003~~From ~~2002~~Period Oct 1 to ~~date~~Inception To March 2006 March 2005 To Sept 30/05 March 31, 06 ---------- ---------- ------------- ------------ Sales $ -- $ 16-- $ 10,~~753~~736 $ 1610,~~753~~736 Cost of ~~Sales~~sales -- 25-- 17,~~296~~437 2517,~~296~~437 Selling, general and administrative 1,323 9,443 2,414,377 2,415,700 Write-down of goodwill -- -- 910,249 910,249 Write-down of intangibles and inventory -- -- 812,546 812,546 Write-down of other assets -- -- 233,794 233,794 ------------ ------------ ------------ (8------------ 1,~~543)~~323 (89,~~543)~~443 4,388,403 4,389,726 ------------ ------------ ------------ ~~Other~~ ------------ ~~Profit~~(Loss) onfrom ~~Sale~~operations of(1,323) ~~Fluid~~(9,443) ~~Separation -- 95~~(4,~~101~~377,667) 95(4,~~101~~378,990) ~~Inventory~~Other ~~Write~~income ~~off~~(expense) Interest expense -- -- (9840, ~~190~~693) (9840,~~190~~693) ------------ ------------ ------------ ~~Contribution~~------------ ~~(Loss)~~-- ~~before Expenses~~ -- (1140,~~632~~693) (1140,~~632~~693) ------------ ------------ ------------ ~~Operating expenses:~~ ------------~~-------~~ ~~Legal~~Net &(loss) ~~Professional~~ $ ~~185~~(1,~~228~~323) ~~52,174~~$ ~~233~~(9,~~769~~443) ~~Bank~~$ ~~Charges & Interest 17~~(4,~~284 21~~418,~~187~~360) ~~17,544~~$ ~~Other~~ (4,~~486~~419,683) -- ~~3,639 Office Expense 11,635 6.824 12,613 Rent 2,562~~ -- ~~4,162 Telephone 11,397 1,333 10,630 Meetings 5,163~~ -------- ~~1,669 Internet & Web Site 2,655 3,271 5,791 Misc Expenses 8,639 323 8,452 Bad Debts 14,480~~ ------------ ~~14,480 Travel 55,487 48,193 114,122 Postage & Courier 10,875 297 9,481 Insurance 3,019~~ ------------ ~~3,019 Advertising & Samples 10,950 6,011 17,282 Research Costs 33,577~~ ------------ ~~50,896~~Per ~~License~~share ~~Fee~~information: ~~45,796~~Basic ~~45,796~~and ~~Wage~~diluted ~~Cost~~(loss) &per ~~Costs~~common ~~58,658~~share ~~15,563~~$ ~~61,449~~(0.00) ~~Consulting~~$ ~~fees~~(0.000) ~~43,226~~$ ~~24,860~~(0.18) ~~114,889~~$ ~~Management~~(0.18) ~~fees 203,904 170,709 423,904 Joint venture formation costs 22,089 855,102 918,591 Materials 53,001~~ -- ~~53,001 Depreciation and amortization 88,465~~ -- ~~106,705~~ -------- ------------ ------------ ------------~~------------------~~ ~~Total~~Weighted ~~Expenses~~average $shares ~~846~~outstanding 24,~~780~~379,977 124,~~252~~329,~~789~~477 224,~~231~~379,~~884~~977 24,379,977 ------------ ------------ ------------ ------------ See accompanying notes 6 BARRINGTON SCIENCES CORPORATION (A development stage enterprise) STATEMENTS OF OPERATIONS For the three months ended March 31, 2006 and 2005 Quarter Quarter March 2006 March 2005 ----------- ----------- ~~Net~~Sales ~~Loss~~$ -- $ ~~(846~~-- Cost of sales -- Selling,~~780)~~ (general and administrative 1,~~264,421)~~323 (29,~~243,516)~~443 Write-down of other assets -- -- ------- ---- ----------- (Loss) from operations 1,323 9,443 ----------- ------------ ~~Loss~~Net ~~per~~(loss) ~~share~~$ (1,323 $ ~~0.039)~~9,443 Per share information: Basic and diluted (loss) per common share $ 0.~~079)~~000 ($ 0.~~130)~~000 ~~==============================================================~~----------- ----------- Weighted average ~~Shares~~shares ~~O/S~~outstanding 2124,~~414~~379,~~249~~977 1524,~~824~~329,~~791~~477 ~~17,027,808~~----------- ~~==============================================================~~----------- See accompanying notes 57 BARRINGTON SCIENCES CORPORATION (A development stage enterprise) STATEMENTS OF CASH FLOWS For the ~~Nine~~six months ended ~~June~~March 31, ~~2003~~2006 and ~~2002~~2005 (Unaudited) Inception ~~2003~~31-Mar-06 ~~2002~~31-Mar-05 to date ----------- ---------- ----------- OPERATING ACTIVITIES Net ~~loss~~Loss $ (~~846~~1,~~780~~323) (19,~~264,421~~443) (24,~~243~~419,~~516~~683) Items not affecting cash: Depreciation and amortization ~~88,465~~0 ~~106,705~~0 Changes in non-cash working capital: Accounts receivable ~~22,724~~0 ~~(24,112)~~0 ~~(248)~~ Subscriptions ~~Receivable~~Recievable ~~71,640 -- --~~ Prepaids and other current assets ~~27,784~~0 --0 ~~(399)~~ Bank ~~overdraft~~Overdraft ~~94,205~~0 ~~88,550~~0 ~~94,205 Loan Payable -- 395,820~~ Accounts payable and accrued liabilities ~~173~~(3,~~188~~227) ~~220~~(14,~~382~~078) ~~298~~102,~~936~~860 Inventory 510 Payable Related Parties /other (34,~~688~~464) (558,~~979~~961) --360,069 ----------- ----------- ----------- Cash flow used by operating activities (~~317~~39,~~086~~014) (~~639~~32,~~760~~482) (13,~~744~~956,~~317~~754) ~~INVESTING~~---------- ~~ACTIVITIES Investment In Joint Venture (400,000)~~ ---------- ~~(400,000) Deposit on Acquisition (50,000)~~ ---------- ~~(50,000)~~INVESTING ACTIVITIES Purchase of capital assets/ ~~(49,345)~~Sale ~~(85,489)~~0 ~~(163,664)~~0 Additions to ~~intangible~~Intangible ~~assets~~Assets ~~(5,476)~~Deposit ~~(1,585,177)~~on Acquisitions Investment in Joint Venture (1335,~~667,023~~759) ----------- ----------- ----------- Cash flow from investing activities ~~(504,821)~~0 ~~(1,670,666)~~0 (2335,~~280,687~~759) ---------- ---------- ---------- FINANCING ACTIVITIES Increase (decrease) in short term debt Issuance of common shares &0 ~~Paid In Capital 809~~48,~~832~~500 24,~~402~~296,~~650~~033 ~~3,993,299~~ Foreign Currency Adjustment ~~35,897~~0 ~~32,705~~0 ----------- ----------- ----------- Cash flow from financing activities ~~845,729~~0 248,~~402,650~~500 43,~~025~~960,~~004~~274 ----------- ----------- ----------- INCREASE IN CASH FLOW 23(39,~~822~~014) 9216,~~224~~018 --3,520 CASH - Beginning of period ~~(23~~42,~~822)~~534 --13,675 --0 ----------- ----------- ----------- CASH - End of period $3,520 --29,693 ~~$ 92~~3,~~224~~520 $---------- ---------- ~~===========~~---------- ~~=========== ===========~~ See accompanying notes 68

BARRINGTON SCIENCES CORPORATION NOTES TO FINANCIAL STATEMENTS March 31, 2006 1. Basis of presentation --------------------- General ------- On December 30, 2002, Barrington Sciences International Corporation ("BSIC") completed the sale of its assets to Financial Express Corporation ("FEC"), a public 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. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations ------------------------------------------------------------------------------- (a) Plan of Operation The Company has generated no revenues from its operations and has been a development stage enterprise since inception. The company has discontinued the joint venture in China and is in the process of bringing all filings current in order to attract an operation to vend into it. (b) Liquidity and capital resources Management has abandoned efforts to raise equity for future development of its operations Instead it is seeking a viable alternative to vend into the company (c) Comparison of 2005 and 2004 for the third quarter. Operating costs decreased as the company curtailed all activities due to cash constraints. Total operating costs reduced from $9,443 in 2005 to $1,323 in 2005. The costs consisted of: Travel costs (2005), some office costs. 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 ------------------------------- The company has no control procedures at this time. PART II Other Information. Item 1. Legal Proceedings. -------------------------- None Item 2. Changes in Securities ----------------------------- None this quarter Item 3. Defaults Upon Senior Securities (Not applicable) 10 Item 4. Submission of Matters to a Vote of Security Holders ----------------------------------------------------------- None Item 5. Other Information ------------------------- (Not applicable) Item 6. Exhibits and Reports on Form 8-K ---------------------------------------- (a) Exhibits None this quarter (b) Reports on Form 8-K None 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: May 1, 2007 -------------------- CFO and Director (Principal Financial Officer) 11 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.

Filing Compare · BAXX SYSTEMS INC.