Baxx Systems Inc. – ‘10-Q’ for 3/31/08

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Form 10-Q (3-31-08)                                   12     53K 
 2: EX-31.1     Rule 13A-14(A)/15D-14(A) Certifications                2     15K 
 3: EX-32.1     Section 1350 Certifications                            1      7K 
 4: EX-32.2     Section 1350 Certifications                            1      7K 

10-Q   —   Form 10-Q (3-31-08)
Document Table of Contents

10-Q
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 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, 2008                                                 33-27042-NY      
----------------------------                             -- --------------------

 Baxx Systems Inc.
(Formerly known as: Barrington Sciences Corporation)
(Exact name of registrant as specified in its charter)

      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         
                ---                 ---                      ---

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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, 2008 was 1,000,000. The aggregate common stock held by non-affiliates 
on March 31, 2008 was 593,108.                                                  

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 Baxx Systems Inc.
(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, 2008                                          5    

Statements of Operations - for the                                              
quarters ended March 31, 2008 and                                           
     March 31, 2007                                                    6

Statement of Cash Flows - for the                                               
Six months Ended March 31, 2008                                             
And March 31, 2007                                                       6  

Notes to Financial Statements                                              8    

Item 2.  Management's Discussion and Analysis                                   
------   of Financial Condition and Results of Operations                  9    

Item 3.  Quantitative and Qualitative Disclosures About Market Risk       10    
------                                                                          

Item 4.   Controls and Procedures                                         10    
------                                                                          

Part II. Other Information
--------------------------

Item 1.           Legal Proceedings                                       11    
------                                                                          

Item 2.           Changes in Securities                                   11    
------                                                                          

Item 3.           Defaults Upon Senior Securities                         11    
------                                                                          

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                                        
------                                                                          

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 MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED

 Report of Independent Registered Public Accounting Firm
 -------------------------------------------------------

To the Board of Directors                                                       
Baxx Systems Inc.                                                               
(Formerly Barrington Sciences Corporation)                                      
(A Development Stage Company)                                                   

We have reviewed the accompanying condensed balance sheet of Baxx Systems Inc.  
(A Development Stage Company) as of March 31, 2008, and the related condensed   
statements of operations, stockholders' equity (deficit), and cash flows for the
three-month periods ended March 31, 2008 and March 31, 2007 and the six-month   
period ended March 31, 2008. These interim financial statements are the         
responsibility of the Corporation's management.                                 

We conducted our reviews in accordance with the standards of the Public Company 
Accounting Oversight Board (United States). A review of interim financial       
information consists of principally applying analytical procedures and making   
inquiries of persons responsible for the financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the      
standards of the Public Company Accounting Oversight Board (United States), 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 reviews, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in   
conformity with accounting principles generally accepted in the United States of
America.                                                                        

/s/ Moore & Associates, Chartered                                               

Moore & Associates, Chartered                                                   
Las Vegas, Nevada                                                               
April 28, 2008                                                                  

2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
(702) 253-7499 Fax: (702)253-7501 

-4-   

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Baxx Systems Inc.                                                                                                     
(Formerly Barrington Sciences Corporation)                                                                            
(A development stage enterprise)                                                                                      
Balance Sheet                                                                                                         
As at                                                                                                                 
                                                    Mar 31, 2008            Sept 30, 2007                             
                                                     (Unaudited)               (Audited)                              
                                                    ------------------------------------                              
                                                                                                                      
Current assets:                                                                                                       
  Cash                                                  1,812                     75,656                              
  Prepaid Expenses & Other                              2,030                      2,007                              
  Inventory                                             6,647                      6,647                              
                                                    ------------------------------------                              
      Total current assets                             10,489                     84,310                              
                                                    ------------------------------------                              

                                                    ------------------------------------                              
    Total assets                                       10,489                     84,310                              
                                                    ====================================                              

Liabilities and Stockholders Equity                                                                                   
Current liabilities:                                                                                                  
  Accounts payable                                     47,737                      2,120                              
                                                    ------------------------------------                              
Stockholders' equity:                                                                                                 
  Common stock $.001 par value;                                                                                       
    2,745,000 authorized; 1,000,000 issued                                                                            
    and outstanding                                     1,000                      1,000                              
  Additional paid in Capital                        4,384,405                  4,384,405                              
                                                                              ----------                              
                                                    4,385,405                  4,385,405                              
  Losses accumulated during the                          --                                                           
    development stage                              (4,422,653)                (4,303,215)                             
                                                    ------------------------------------                              
       Total stockholders' equity                     (37,248)                    82,190                              
                                                    ------------------------------------                              
Total liabilities and stockholders' equity             10,489                     84,310                              
                                                    ====================================                              

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

                                      -5-                                                                             

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Baxx Systems Inc                                                                                                      
(Formerly Barrington Sciences Corporation)                                                                            
(A development stage enterprise)                                                                                      
STATEMENTS OF OPERATIONS                                                                                              
For the period ended March 31                                                                                         
                                                3 Months             3 Months         6 Months            6 Months    
                                                  Ended                Ended            Ended               Ended     
                                                Mar 31, 2008        Mar 31, 2007     Mar 31, 2008        Mar 31, 2007 
                                               ---------------------------------------------------------------------- 
 Sales                                           $      --          $      --          $      --          $      --   

 Costs and Expenses                                                                                                   
  Cost of sales                                                                               --                      
  Selling, general and administrative                 53,429              5,494            119,439             14,490 
  Write-down of goodwill                                                                      --                      
  Write-down of intangibles and inventory                                                     --                 --   
  Write-down of other assets                                                                  --                 --   
                                                 -------------------------------------------------------------------- 
                                                      53,429              5,494            119,439             14,490 
                                                 -------------------------------------------------------------------- 

(Loss) from operations                               (53,429)            (5,494)          (119,439)           (14,490)

Other income (expense)                                                                                                
  Interest expense                                      --                 --                 --                 --   
                                                 -------------------------------------------------------------------- 

Net (loss)                                       $   (53,429)       $    (5,494)       $  (119,439)       $   (14,490)
                                                 ===========        ===========        ===========        =========== 

Per share information:                                                                                                
Basic and diluted (loss)                                                                                              
  per common share                               $    (0.053)       $    (0.005)       $    (0.119)       $    (0.014)
                                                 ===========        ===========        ===========        =========== 

Weighted average shares outstanding                1,000,000          1,000,000          1,000,000          1,000,000 
                                                 ===========        ===========        ===========        =========== 

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

                                                                     -6-                                              

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Baxx Systems Inc                                                                                                      
(Formerly Barrington Sciences Corporation)                                                                            
(A development stage enterprise)                                                                                      
STATEMENTS OF CASH FLOWS                                                                                              
For the six months ended  March 31, 2008 and 2007                                                  From Inception     
(Unaudited)                                                                                        August 22, 2001    
                                                                   Mar 31, 2008      Mar 31, 2007  to Mar 31, 2008    
                                                                 -------------------------------------------------    

OPERATING ACTIVITIES                                                                                                  
Net Loss                                                             (119,439)          (14,490)       (4,422,653)    
Items not affecting cash:                                                                                             
  Depreciation and amortization                                          --                --                --       
Changes in Assets and Liabilities                                                                                     
  Accounts receivable                                                    --                --                --       
  Inventory                                                            (6,647)                                        
  Prepaid Expenses                                                        (22)             --              (2,030)    
Increase (decrease) in:                                                  --                --                         
  Accounts payable and accrued liabilities                             45,617           (51,700)           47,737     
                                                                  -----------------------------------------------     
Net cash provided by (used in) Operating activities                   (73,844)          (66,190)       (4,383,593)    
                                                                  -----------------------------------------------     

Cash flows from investing activities:                                                                                 
  Acquisition of property & Equipment                                                                                 
                                                                  -----------------------------------------------     
Cash flow from investing activities                                         0                 0                 0     
                                                                  -----------------------------------------------     

Cash flows from financing activities                                                                                  
Proceeds from the sale of common stock                                                                  4,385,405     
Loans from related parties                                                  0                 0                 0     
                                                                  -----------------------------------------------     
Cash flow from financing activities                                         0                 0         4,385,405     
                                                                  -----------------------------------------------     

INCREASE IN CASH FLOW                                                 (73,844)          (66,190)            1,812     
CASH - Beginning of period                                             75,656           259,007              --       
                                                                  -----------------------------------------------     
CASH - End of period                                                    1,812           192,817             1,812     
                                                                  -----------------------------------------------     

Cash Paid For:                                                                                                        
  Interest                                                        $      --         $      --         $      --       
  Income Taxes                                                    $      --         $      --         $      --       
                                                                  ===============================================     
Non-Cash Activities:                                                                                                  
Stock issued for services                                         $      --         $      --         $    68,450     
                                                                  ===============================================     
Stock issued for accounts payable                                 $      --         $      --         $    85,861     
                                                                  ===============================================     
Stock issued for notes payable                                    $      --         $      --         $ 1,163,069     
                                                                  ===============================================     
Stock Issued for Acquisition of Baxx Systems Inc. (Canada)        $      --         $      --         $     3,511     
                                                                  ===============================================     
Stock Issued for reverse merger with                                                                                  
Financial Express Corporation                                     $      --         $      --         $     3,745     
                                                                  ===============================================     
Stock issued for acquisition of ABP Dignostics Inc.               $      --         $      --         $ 1,424,859     
                                                                  ===============================================     

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

                                                           -7-                                                        

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NOTE 1 - CONDENSED FINANCIAL STATEMENTS                                                                               

       The accompanying financial statements have been prepared by the Company                                        
       without audit. In the opinion of management, all adjustments (which                                            
       include only normal recurring adjustments) necessary to present fairly                                         
       the financial position, results of operations and cash flows at March 31,                                      
       2008 and for all periods presented have been made.                                                             

       Certain information and footnote disclosures normally included in                                              
       financial statements prepared in accordance with accounting principles                                         
       generally accepted in the United States of America have been condensed or                                      
       omitted. It is suggested that these condensed financial statements be                                          
       read in conjunction with the financial statements and notes thereto                                            
       included in the Company's September 30, 2007 audited financial                                                 
       statements. The results of operations for the period ended March 31, 2008                                      
       are not necessarily indicative of the operating results for the full                                           
       years.                                                                                                         

NOTE 2 - GOING CONCERN                                                                                                

       The Company's financial statements are prepared using accounting                                               
       principles generally accepted in the United States of America applicable                                       
       to a going concern which contemplates the realization of assets and                                            
       liquidation of liabilities in the normal course of business. The Company                                       
       has not yet established an ongoing source of revenues sufficient to cover                                      
       its operating costs and allow it to continue as a going concern. The                                           
       ability of the Company to continue as a going concern is dependent on the                                      
       Company obtaining adequate capital to fund operating losses until it                                           
       becomes profitable. If the Company is unable to obtain adequate capital,                                       
       it could be forced to cease operations.                                                                        

       In order to continue as a going concern, the Company will need, among                                          
       other things, additional capital resources. Management's plans to obtain                                       
       such resources for the Company include (1) obtaining capital from                                              
       management and significant shareholders sufficient to meet its minimal                                         
       operating expenses, and (2) seeking out and completing a merger with an                                        
       existing operating company. (3) seek investment from other sources                                             
       through an offering memorandum. However, management cannot provide any                                         
       assurances that the Company will be successful in accomplishing any of                                         
       its plans.                                                                                                     

       The ability of the Company to continue as a going concern is dependent                                         
       upon its ability to successfully accomplish the plans described in the                                         
       preceding paragraph and eventually secure other sources of financing and                                       
       attain profitable operations. The accompanying financial statements do                                         
       not include any adjustments that might be necessary if the Company is                                          
       unable to continue as a going concern.                                                                         

NOTE 3- ROLLBACK SHARES                                                                                               

       On March 17, 2008 the company rolled back the common shares from                                               
       19,276,700 to 2,745,000. The total number of common shares issued and                                          
       outstanding is now 1,000,000. Form 8 K was filed with the SEC.                                                 

                                      -8-                                                                             

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Item 2.   Management's Discussion and Analysis of Financial Condition and                                             
          Plan of Operations                                                                                          
------    ---------------------------------------------------------------                                             

     (a) Plan of Operation                                                                                            

The company operates a corporate owned dealership in Mississauga Ontario. The                                         
part time sales representative has been very active and very successful in                                            
creating interest in the Intelligent Retrofit System(TM). He continues to                                             
develop sales opportunities and to date has created over $3 million of possible                                       
business. The company has now engaged a second sales agent who will focus on                                          
school boards and Government accounts. The company has prepared quotes and                                            
estimates for over 75% of this activity and additional quotes will be prepared                                        
within the next few days.                                                                                             

The following are our projections for 2008. It is possible one contact will                                           
close in Q - 3.                                                                                                       

Budget for 2007-2008                                                                                                  
--------------------                                                                                                  
(In 000's)                                                                                                            
                             Q - 1             Q - 2             Q - 3           Q - 4            Total               
                             --------------------------------------------------------------------------               
Sales                                                                                                                 
  Direct to Customer            0                 0               625              600            1,225               
                             --------------------------------------------------------------------------               
To Dealer                       0                 0               150              150              300               
                             --------------------------------------------------------------------------               
Total Sales                     0                 0               775              750            1,525               
                             --------------------------------------------------------------------------               
Cost of Sales                   0                 0               399              375              763               
                             --------------------------------------------------------------------------               
Gross Margin                    0                 0               388               37              763               
                             --------------------------------------------------------------------------               
Expenses                       59                59               126              132              376               
                             --------------------------------------------------------------------------               
EBITA                         (59)              (59)              262              243              387               
                             ==========================================================================               


The company already has approximately $4 million of orders in the pipe line. Of 
this amount $625,000 has been identified for installation in early 2008.        

In order to implement the business plan the company needs to raise working      
capital. It intends to sell 2.4 million shares in private placements at $0.25   
per share.                                                                      

If the Company is able to raise the needed capital to implement its plans, it is
expected that the Company will increase its employment from the current 4 part  
time employees to a total of approximately 5 full time employees by the end of  
2008.                                                                           

 -9-

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Baxx has also recently identified another opportunity and has moved quickly to
take full advantage of it. While totally unrelated to the windows industry this 
new opportunity has a great potential. The product is called Fuel Performance   
Catalyst (FPC) and when added to gasoline or diesel engines it will greatly     
increase engine performance, while significantly reducing fuel costs. Baxx has  
obtained the rights to the exclusive Canadian distributor. Baxx is looking to   
assign this agreement to an unrelated party as it is not congruent with Baxx's  
core business.                                                                  

(b) Liquidity and capital resources                                   

The Company is currently assessing short and long-term cash requirements based  
on near term operating needs and requirement to roll out the Intelligent        
Retrofit System and FPC Baxx. Management believes that it will be able to raise 
additional equity capital to meet the Company's liquidity needs, due to the     
prospects for success with the Company's products. However, the Company has no  
commitments from potential equity investors and has not generated any revenues  
from its products or operations.                                                

   (c) Comparison of 2007 and 2008 for six months. Operating costs increased
significantly. The company started operations in Ontario to introduce the new   
product to the market place. This included advances to a sales person and       
payments for product development. These costs totaled $32,085 for 2008. In 2007 
the cost was $0. In 2007 professional fees were $9,418 in 2008 $5,857. In 2007  
consulting fees were $5,000 in 2008 $$72,480. In 2007 advertising and promotion 
costs were $0 in 2008 $6,069. In 2007 office and sundry costs were $72 in 2008  
$2,595.                                                                         

The increase in operating expenses reflects the start up of Baxx Systems and    
promotion of the Intelligent Retrofit System. (TM)                              

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                                               
-------   -----------------------                                               

(a) With the participation of management, including the CEO and CFO, we         
conducted an evaluation of our disclosure controls and procedures our CEO and   
CFO concluded that our disclosure controls and procedures are effective.        

(b) 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 paragraph (a) above.     

-10-

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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)                                              

Item 4. Submission of Matters to a Vote of Security Holders                     
------  ---------------------------------------------------                     

None this quarter                                             

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                                               

Section 3                                                                       

Change to Authorized Capital and shares issued                                  

   1. On March 17, 2008 the registrant, Baxx Systems Inc. (Formerly known as
 Barrington Sciences Corporation) elected to roll back the common shares
   from 19,276,700 to 2,745,000 and this resulted in the reducing the issued
   common shares so that there are only 1,000,000 issued and outstanding. It
did not change the percentage of ownership of any shareholder.        

-11-

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 Signature

    Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned hereunto duly authorized.                                           

                                         Baxx Systems Inc.

                                          /s/   Lorne Broten
                                                    ----------------------------
                                         By:  Lorne Broten
                                                    Its: Chief Financial Officer

-12-

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		5/6/08
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For Period End:		3/31/08		2		8
		3/17/08		8		11			8-K
		9/30/07		8					10-K
		3/31/07		4		7			10-Q
		8/22/01		7
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