Noble Consolidated Industries Corp – ‘DEF 14C’ for 12/3/01

On:  Monday, 12/31/01   ·   For:  12/3/01   ·   Accession #:  1079372-1-500066   ·   File #:  0-31042

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Proxy Information Statement                 9     33K 

DEF 14C
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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549      

SCHEDULE 14C      

Information Statement Pursuant to Section 14(c) of the Securities Exchange      
Act of 1934                                                                     

Filed by the registrant   [X]                                                   

Filed by a party other than the registrant   [ ]                                

Check the appropriate box:                                                      

[ ]  Preliminary Information Statement                                          

[ ]  Confidential, for use of the Commission (only as permitted by Rule         
14c-5(d)(2))                                                          

[X]  Definitive Information Statement                                           

E-Bait, Inc.        
------------------------------------------------        
(Name of Registrant as Specified in its Charter)        

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)        

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules  14c-5(g) and 0-11.     

(1)  Title of each class of securities to which transaction applies:            

(2)  Aggregate number of securities to which transaction applies:               

(3)  Per unit or other underlying value of transaction computed pursuant to     
Exchange Act Rule 0-11 (set forth the amount on which the filing      
fee is calculated and state how it was determined):                   

(4)  Proposed maximum aggregate value of transaction:                           

(5)  Total fee paid:                                                            

[ ]  Fee paid previously with Preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act     
Rule 0-11(a)(2) and identify the filing fee for which the offsetting  
 fee was paid  previously.  Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. 

(1)   Amount Previously Paid:                                         

(2)   Form, Schedule or Registration Statement No.                    

(3)   Filing Party:                                                   

(4)   Date Filed:                                                     

December 31, 2001                                         

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 WE ARE NOT ASKING YOU FOR A PROXY
 AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

E-Bait, Inc.
3960 Howard Hughes Parkway, Suite 500 
 Las Vegas, NV 89109
Phone: (702) 990-3623  Fax: (702) 990-3624

INFORMATION STATEMENT   
AND NOTICE OF ACTIONS TAKEN   
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS 

General Information                                                             
-------------------                                                             

This information is being provided to the shareholders of E-Bait, Inc.
(the "Company"), in connection with our prior receipt of approval by            
written consent, in lieu of a special meeting, of the holders of a majority     
of our common stock authorizing an amendment to our Articles of Incorporation   
(1) effecting a change of the Company name to Barrington Foods International,   
Inc. (the "Name Change"); (2) changing the domicile of the corporation          
from California to Nevada; (3) increase the total authorized capital            
stock of the corporation to 100,000,000 shares of Class A Common Stock;         
1,000,000 Series A Preferred; 1,000,000 Series B Preferred; and, 1,000,000      
Series C Preferred (the "authorized shares"); and, (4) effecting a ten for      
one reverse stock split (the "Stock Split").  The shareholders holding          
shares representing 90.0% of the votes entitled to be cast at a meeting of      
the Company's shareholders, consented in writing to the proposed actions.       
The approval by the shareholders will not become effective until 20 days        
from the date of mailing of this Information Statement to our shareholders.     

The Company's Board of Directors approved this action on December 3,  
2001, and recommended that the Articles of Incorporation be amended in order    
to effectuate the name change, increase in common share capital, and            
reverse the outstanding Common Stock..  The Amendment to the Articles of        
Incorporation to change the name of the company is included as an exhibit.      

  The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised     
Statutes, (the "Nevada Law").  This Section provides that the written consent   
of the holders of outstanding shares of voting capital stock, having not less   
that the minimum number of votes which would be necessary to authorize or       
take the action at a meeting at which all shares entitled to vote on a matter   
were present and voted, may be substituted for the special meeting.             
According to this Section 78.390 of the Nevada Law, a majority of the           
outstanding shares of voting capital stock entitled to vote on the matter       
is required in order to amend the Company's Articles of Incorporation.          

2           

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In order to eliminate the costs and management time involved in holding a       
special meeting and in order to effect the Amendment as early as possible       
in order to accomplish the purposes of the Company, the Board of Directors      
of the Company voted to utilize the written consent of the majority             
shareholders of the Company.                                                    

The date on which this Information Statement was first sent to the    
shareholders is on, or about January 2, 2002.  The record date established      
by the Company for purposes of determining the number of outstanding shares     
of Voting Capital Stock of the Company was December 3, 2001, (the "Record       
Date").                                                                         

Outstanding Voting Stock of the Company                                         
---------------------------------------                                         

As of the Record Date, there were 48,800,000 shares of Common Stock   
issued and outstanding.  The Common Stock constitutes the outstanding class     
of voting securities of the Company.   Each share of Common Stock entitles      
the holder to one (1) vote on all matters submitted to the shareholders.        

Security Ownership of Certain Owners and Management                             
---------------------------------------------------                             

  The following Table sets forth the Common Stock ownership information as
of December 3, 2001, with respect to (i) each person known to the Company to    
be the beneficial owner of more than 5% of the Company's Common and Preferred   
Stock, (ii) each director of the Company, (iii) each person intending to file   
a written consent to the adoption of the Amendment described herein, and (iv)   
all directors, executive officers and designated shareholders of the Company    
as a group. This information as to beneficial ownership was furnished to the    
Company by or on behalf of each person named.                                   

Table 1.  Beneficial Ownership (a)                                              

                                                                [Download Table]


                    Shares Beneficially Owned     Percent of Class
                    -------------------------     ----------------
                                                                  
Rendal Williams(1)(2)     32,857,333                    67.0%     

Directors and Officers                                            
as a Group  (1 person)    32,857,333                    67.0%     


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

(1) Director and Officer                                                        
(2) Consenting shareholder                                                      

3           

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Purpose and Effect of the Name Change                                           
-------------------------------------                                           

Our board of directors believes that the new corporate name change to 
Barrington Foods International, Inc. will reflect our change in business        
direction.  The new corporate name will promote public recognition and more     
accurately reflect our new business focus.  (See Exhibit "A")                   

Purpose and Effect to domicile the Company in Nevada                            
----------------------------------------------------                            

The proposed change to domicile the Company from California to Nevada 
is based on the fact that management plans to work from office space leased     
in Nevada.  The Company plans to conduct all of its operations from Nevada,     
and therefore, feels that Nevada law would reflect all of its future contract   
negotiations.  (See Exhibit "B")                                                

Purpose and Effect on increase number of authorized shares                      
----------------------------------------------------------                      

The board of directors believes by increasing the number of authorized
shares it will give the company added flexibility to enhance its                
capitalization.                                                                 

In making this decision, the board of directors was principally       
influenced by the need that at sometime in the future, the Company may need     
to seek additional equity capital in order to expand its operations.  The       
additional number of authorized shares will give the Company added              
flexibility to utilize these common shares to help it finance and capitalize    
the Company.                                                                    

Given these considerations, the board of directors has decided that   
its would be in the best interests of the Company and its stockholders for      
the Company to increase:                                                        

a)  its $0.001 par value, authorized common shares to one hundred million       
(100,000,000) Shares of Class A Common Stock;                                   

b)  its $0.001 par value, authorized Series A Preferred Shares to one           
million (1,000,000) shares.  Each Series A Preferred Share shall have voting    
rights and shall carry a voting weight equal to one hundred (100) Common        
Shares.  Each Series A Preferred Share may be converted into one hundred        
(100) Common Shares upon approval by the Board of Directors of the              
corporation.                                                                    

c)  its $0.001 par value, authorized Series B Preferred Shares to one           
one million (1,000,000) shares.  Each Series B Preferred Share may be           
converted into two (2) Common Shares upon approval by the Board of              
Directors.                                                                      

d)  its $0.001 par value, authorized Series C Preferred Shares to one           
one million (1,000,000) shares.  No Series C Preferred Share shall have         
voting rights.  (See Exhibit "A")                                               

4       

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Purpose and Effect of Reverse Stock Split                                       
-----------------------------------------                                       

Our board of directors believes the ten for one reverse stock split is
necessary to increase the effective marketability of common stock to            
institutional buyers and to enhance the liquidity of the common stock so that   
the Company can better access capital markets.  This reverse stock split will   
reduce the number of issued and outstanding common shares from 48,800,000 to    
4,880,000 common shares.                                                        

Stockholders will be required to exchange their stock certificates for new      
certificates representing the shares of Common Stock after giving effect to     
the Reverse Stock Split with the Company's transfer agent.  Stockholders        
will not be required to pay a transfer or other fee in connection with the      
exchange of certificates.  (See Exhibit "A")                                    

  There can be no assurance, nor can the Board of Directors of the Company
predict what effect, if any, these change, include the reverse stock split      
will have on the market price of the Company's common stock.                    

No Dissenter's Rights                                                           
---------------------                                                           

Under Nevada Law, our dissenting shareholders are not entitled to     
appraisal rights with respect to our amendment, and we will not independently   
provide our shareholders with any such right.                                   

Conclusion                                                                      
----------                                                                      

As a matter of regulatory compliance, we are sending you this         
Information Statement which describes the purpose and effect of the             
Amendment.  Your consent to the Amendment is not required and is not            
being solicited in connection with this action.  This Information               
Statement is intended to provide our stockholders information required by       
the rules and regulations of the Securities Exchange Act of 1934.               

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A        
PROXY.  THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.               

                       For the Board of Directors of
Date:  December 31, 2001             E-Bait, Inc.                               

             /s/ Rendal Williams
             -------------------
             By: Rendal Williams
                                Title: President/Chairman of the Board

5         

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Exhibit "A"   

   Certificate of Amendment to the Articles of Incorporation
of    
E-Bait Incorporated   

Rendal Williams certifies that:                                                 

1.  The original articles were filed with the Office of the Secretary of        
State on November 28, 2001.                                                     

2.  As of the date of certificate, 48,800,000 shares of stock of the            
corporation have been issued.                                                   

3.  Pursuant to a shareholder's meeting at which in excess of 51% voted in      
favor of the following amendment, the company hereby adopts the following       
amendment of the Articles of Incorporation of this Corporation:                 

Article One is hereby amended to read as follows:                     

FIRST:  The name of the corporation is:                               

BARRINGTON FOOD INTERNATIONAL, INC. 

Article Four is hereby amended to read as follows:                    

 FOURTH:  The total authorized capital stock of the corporation shall be
as follow:                                                                      

One-Hundred-Million Shares of Class A Common Stock of the Par Value of
.001 all of which shall be entitled to voting power.                          

One million (1,000,000) shares of Series A Preferred Shares with a par
value of $.001 and such other terms as determined by the board of Directors     
of the corporation prior to their issuance.  Each Series A Preferred Share      
shall have voting rights and shall carry a voting weight equal to one           
hundred (100) Common Shares.  Each Series A Preferred Share may be converted    
into one hundred (100) Common Shares upon approval by the Board of Directors    
of the corporation.                                                             

 One million (1,000,000) authorized Series B Preferred Shares with a par
value of $.001 per share and such other terms as may be determined prior        
to their issuance by the Board of Directors.  Each Series B Preferred Share     
may be converted into two (2) Common Shares upon approval by the Board of       
Directors.                                                                      

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 One million (1,000,000) authorized Series C Preferred Shares with a par
value of $.001 per share and such other terms as may be determined by the       
Board of Directors prior to their issuance.  No Series C Preferred Share        
shall have voting rights.                                                       

4.  The outstanding Common Stock of the corporation is hereby reversed ten      
for one effective December 6, 2001.  Any resulting fractional shares shall      
be rounded up.  This would leave 4,8800,000 Common Shares outstanding and       
have no effect on the authorized number of shares.                              

                       /s/ Rendal Williams
                           -------------------------
                            Rendal Williams, President

State of Nevada )                                                               
)  ss.                                          
County of Clark )                                                               

On December 5, 2001, personally appeared before me, A Notary public, Rendal     
Williams, who acknowledged that he executed the above instrument.               

                     /s/ Leticia Venegas
                     -------------------
                                 A Notary Public in and for said
                  County and State

                                 Notary Public - State of Nevada
                 County of Clark
                 Leticia Venegas
                        My Appointment Expires
                 August 10, 2004
               No. 96-4156-1

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Exhibit "B"   

Articles of Merger of Domestic and Foreign Corporations Into    

E-Bait Incorporated   

Pursuant to the provisions of the State of Nevada Revised Statutes, the         
undersigned domestic and foreign corporation adopt the following articles       
of merger for the purpose of merging them into one of such corporations:        

First:  The names of the undersigned corporations and the states under the      
laws of which they are respectively organized are:                              

E-Bait Incorporated - California                                                
E-Bait Incorporated - Nevada                                                    

Second:  The Laws of the state under which such foreign corporation is          
organized permit such a merger.                                                 

Third:  The name of the surviving corporation is Ebait Incorporated and it      
is to be governed by the laws of the state of Nevada.                           

Fourth:  The following plan of merger was approved by the sole incorporator     
and director of the undersigned domestic corporation in the manner              
prescribed by the Nevada Revised Statutes, and was approved by the              
undersigned foreign corporation in the manner prescribed by the laws of         
the state under which it is organized.                                          

Each outstanding share of E-Bait Incorporated California shall be               
transferable into an equivalent number of shares of Ebait Incorporated Nevada.  

Fifth:  As to each of the undersigned corporations, the number of shares        
outstanding, and the designation and number of outstanding shares of each       
class entitled to vote as a class on such plan are as follows:                  

Ebait Incorporated - Nevada - No shares outstanding.                            

E-Bait Incorporated - California - 22,800,000 common shares issued and          
outstanding.                                                                    

Sixth:  As to each of the undersigned corporation, the total number of          
shares voted for and against such plan, respectively, and, as to each class     
entitled to vote thereon as a class, the number of shares of such class         
voted for and against such plan, respectively, are as follows:                  

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E-Bait Incorporated - California 13,309,320 common shares voted in favor of     
Merger.  - No votes against.                                                    

Ebait Incorporated - Nevada:  With no shares outstanding, the sole director     
and incorporator voted in favor of the merger.  There were no votes against.    

Seventh:  If the surviving corporation is to be governed by the laws of any     
other state, such surviving corporation hereby: (a) agrees that it may be       
served with the process in the state of Nevada in any proceeding for the        
enforcement of any obligation of the undersigned domestic corporation and in    
any proceeding for the enforcement of the rights of a dissenting shareholder    
of such domestic corporation against the surviving corporation; (b)             
irrevocably appoints the secretary of state of Nevada as its agent to accept    
service of process in any such proceeding; and (c) agrees that is will          
promptly pay to the dissenting shareholders of such domestic corporation the    
amount, if any, to which they shall be entitled under the provisions of the     
Nevada Revised Statutes with respect to the rights of dissenting                
shareholders.                                                                   

Dated:  November 28, 2001                                                       

                     EBait Incorporated (Nevada)

                  By:  /s/ Rendal Williams
                       -----------------------------
                       Rendal Williams Pres. and CEO

and   
---   

             E-Bait Incorporated

                  By:  /s/ Rendal Williams
                       -----------------------------
                       Rendal Williams Pres. and CEO

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		8/10/04		7
		1/2/02		3
Filed on:		12/31/01		1		5			10KSB,  10KSB/A,  NT 10-K,  SC 13D
		12/6/01		7
		12/5/01		7
For Period End:		12/3/01		2		3			PRE 14C
		11/28/01		6		9
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