Noble Consolidated Industries Corp – ‘S-8’ on 8/15/03

On:  Friday, 8/15/03, at 10:20am ET   ·   As of:  8/14/03   ·   Effective:  8/14/03   ·   Accession #:  1139020-3-224   ·   File #:  333-108000

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement                                 6±    29K 
 2: EX-4        Contract                                               4±    17K 
 3: EX-4        Contract                                               7±    29K 
 4: EX-5        Legal Opinion                                          3±    14K 
 5: EX-23       Audtors' Consent                                       1      7K 

S-8   —   Registration Statement
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

FORM S-8                
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               

BARRINGTON FOODS INTERNATIONAL, INC. (FORMERLY EBAIT, INC.)               
(Exact name of registrant as specified in its charter)                

NEVADA (formerly CALIFORNIA)                            33-0843633              
(State or other Jurisdiction of                      (I.R.S. Employer           
Incorporation or Organization)                       Identification No.)      

5275 Arville St, Suite 120 Las Vegas, NV                            89118       
(Address of Principal Executive Offices)                         (Zip Code)     

CONSULTING SERVICES CONTRACTS BY AND BETWEEN THE COMPANY AND ANDREW AUSTIN,     
TAD MAILANDER AND MILADA KULAGINA               
(Full Title of Plan)                

Rendal Williams               
Chief Executive Officer               
5275 Arville St, Suite 120                
Las Vegas, NV 89118               
(Name and Address of agent for service)               

702-307-3810                
(Telephone Number, including area code, of agent for service)               

CALCULATION OF REGISTRATION FEE               

==============================================================================  
                      PROPOSED    PROPOSED
                     MAXIMUM     MAXIMUM
                                   OFFERING    AGGREGATE   AMOUNT OF
TITLE OF SECURITIES  AMOUNT TO BE        PRICE       OFFERING    REGISTRATION   
TO BE REGISTERED     REGISTERED          PER UNIT    PRICE (1)   FEE (2)        
------------------------------------------------------------------------------  
Common Stock,        2,750,000 shares     $0.02     $55,000.00     $13.75       
par value                                                                       
$.001 per share                                                                 
==============================================================================  

(1) Estimated  solely for purposes of calculating  the registration fee.        
Calculated  in  accordance  with  Rule  457(h) under the Securities Act         
of 1933 based upon the average of the bid and asked price of Common Stock       
of Barrington Foods International, Inc. as reported on the OTCBB on August      
13, 2003.                                                                       

(2) Computed in accordance with Section 6(b) of the Securities Act by           
multiplying 0.00025 by the proposed maximum aggregate offering price.           

PAGE-1-               

PART I                

Information Required in the Section 10(a) Prospectus                

ITEM 1.  Plan Information                                                       

The Company is offering shares of its common stock to individual persons as     
compensation for services rendered to the Company. The Company has considered   
the value of the shares of common stock in relation to the value of the         
services to be rendered, and the Company's Board of Directors has, by           
resolution, determined to enter into the subject consultancy agreements and     
further has agreed upon the number of shares issued to be commensurate with     
the services provided as modified. The following individuals are the natural    
persons contracting with the Company to provide the consultancy services;       
the number of shares adjacent to each name is indicative of the compensation    
to be received under each of the consultancy agreements:                        

Andrew S. Austin         1,250,000                              
Tad Mailander              500,000                              
Milada Kulagina          1,000,000                              

ITEM 2.  Registrant Information And Employee Plan Annual Information.           

The document(s) containing the information specified in Part I of Form S-8      
will be sent or given to participants as specified by Rule 428(b)(1)            
promulgated by  the  Securities and  Exchange Commission  (the "Commission")    
under the Securities Act of  1933 (the  "Securities Act").  Such document(s)    
are not being filed with the Commission, but constitute (along with the         
documents incorporated by reference into the  Registration Statement pursuant   
to Item 3 of Part II hereof) a prospectus that meets the requirements of        
Section 10(a) of the Securities Act.                                            

PART II               

Information Required in the Registration Statement                

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                        

The following documents, filed with the Securities and Exchange Commission      
(the "Commission") by Barrington Foods International, Inc., a Nevada            
corporation (the "Company"), are incorporated herein by reference:              

(a)     The  Company's Form 10Q-SB  Registration Statement initially      
  filed by the  Company  under  the  Securities  Exchange  Act
of  1934,  as  amended (the "Exchange  Act"), with the    
    Commission on May 20, 2003, and subsequent amendments thereto;

(b)     The Company's annual report on  Form  10-KSB for its fiscal       
year ended  December 31, 2002, filed April 18, 2003, any  
  amendments thereto, and all  other  reports of  the  Company
    filed pursuant  to Section  13(a)  or  15(d) of the Securities
 Exchange Act of 1934 since the end of the fiscal year ended
December 31, 2002;                                        

(c)     All documents subsequently filed by the registrant pursuant to      
  sections 13(a), 13(c), 14 and 15(d) of the Exchange Act during
the  effectiveness of this registration statement.          

All  documents  incorporated by reference  herein will  be                      
made available  to all participants without charge, upon                        
written  or oral  request. Other documents required to  be                      
delivered  to participants pursuant to Rule 428(b)(1) under                     
the Securities  Act of  1933 are also available without charge,                 
upon written or oral request. All requests for documents shall be directed      
to:                                                                             

Rendal Williams, President, Chief Executive Officer                 
Barrington Foods International, Inc.                                
5275 Arville Street, #120                                           
Las Vegas, NV 89118                                                 
(702) 307-3810                                                      

PAGE-2-               

ITEM 4.  DESCRIPTION OF SECURITIES.                                             

Not Applicable.                                                                 

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.                                

The shares registered herein are being issued to  the consultants  for          
services provided to the  Registrant. Neither the Registrant's Accountants      
nor  any  other experts named in the registration statement have  any           
equity or other interest in the Registrant.                                     

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.                              

ARTICLE SIX OF THE ARTICLES OF INCORPORATION OF THE COMPANY STATE: "The         
corporation is authorized to indemnify the directors and officers of the        
corporation to the fullest extent permissible under California law."            

ARTICLE V OF THE COMPANY'S BY-LAWS STATES: "The Corporation shall indemnify     
its directors, officers and employees as follows:                               

(a) Every director, officer, or employee of the Corporation shall be            
indemnified by the Corporation against all expenses and liabilities,            
including counsel fees, reasonably incurred by or imposed upon him in           
connection with any proceeding to which he may be made a party, or in           
which he may become involved, by reason of his being or having been a           
director, officer, employee or agent of the Corporation or is or was            
serving at the request of the Corporation as a director, officer, employee      
or agent of the corporation, partnership, joint venture, trust or               
enterprise, or any settlement thereof, whether or not he is a director,         
officer, employee or agent at the time such expenses are incurred,              
except in such cases wherein the director, officer, or employee is adjudged     
guilty of willful misfeasance or malfeasance in the performance of his          
duties; provided that in the event of a settlement the indemnification          
herein shall apply only when the Board of Directors approves such settlement    
and reimbursement as being for the best interests of the Corporation.           

(b) The Corporation shall provide to any person who is or was a director,       
officer, employee, or agent of the Corporation or is or was serving at the      
request of the Corporation as a director, officer, employee or agent of the     
corporation, partnership, joint venture, trust or enterprise, the indemnity     
against expenses of suit, litigation or other proceedings which is              
specifically permissible under applicable law.                                  

(c) The Board of Directors may, in its discretion, direct the purchase of       
liability insurance by way of implementing the provisions of this Article V."   

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED                                     

Not Applicable.                                                       

ITEM 8. EXHIBITS                                                                

Exhibit No.                   Description of Exhibits                           
-------------                 -----------------------                           

3.1       Certificate of Incorporation of the Company (filed as Exhibit 3a      
 to the Company's Registration Statement on Form 10SB as filed
   with the Commission on February 2, 2001 and incorporated herein
by reference).                                              

3.2       Bylaws of the Company (filed as Exhibit 3b to the Company's           
    Registration Statement on Form 10SB as filed with the Commission
on February 2, 2001 and incorporated herein by reference).  

4.1       Consulting Services Contracts  between Barrington Foods               
International, Inc. and Andrew Austin and Milada Kulagina   
    (the Company's contract with Tad Mailander is not attached as an
 exhibit as it is protected by the Attorney-Client privilege).

5.1       Opinion of Tad Mailander, Esq. (Filed herewith).                      

23.2      Consent of Tad Mailander, Esq. (Included in Exhibit 5.1).             

23.b      Consent of L.L. Bradford & Co. (Filed herewith).                      

PAGE-3-               

ITEM 9. UNDERTAKINGS                                                            

(a) UNDERTAKING TO UPDATE                                             

The undersigned Registrant hereby undertakes:               

     (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement to:

  (i) include any prospectus required by section 10(a)(3) of the
Securities Act;                                           

        (ii) reflect in the prospectus any facts or events arising after the
    effective date of the Registration Statement (or the most recent
   post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information in the
Registration Statement; and                                 

      (iii) include any material information with respect to the plan of
       distribution not previously disclosed in the Registration Statement
  or any material change to such information in the Registration
Statement;                                                  

  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by     
those paragraphs is contained in periodic reports filed by the Registrant       
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as      
amended (the "Exchange Act") that are incorporated by reference in the          
Registration Statement.                                                         

    (2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a     
new registration statement relating to the securities offered therein, and the  
offering of such securities at that time shall be deemed to be the initial      
BONA FIDE offering thereof.                                                     

(3) To remove from registration by means of a post-effective
amendmentany of the securities being registered which remain unsold at the      
termination of the offering.                                                    

(b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE   

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the          
Registrant's annual report pursuant to section 13(a) or section 15(d) of the    
Exchange Act that is incorporated by reference in this Registration Statement   
shall be deemed to be a new registration statement relating to the securities   
offered therein, and the offering of such securities at that time shall be      
deemed to be the initial BONA FIDE offering thereof.                            

(c) UNDERTAKING WITH RESPECT TO INDEMNIFICATION                       

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons  
of the Registrant pursuant to the foregoing provisions, or otherwise, the       
Registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
Securities Act and is, therefore, unenforceable. In the event that a claim for  
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a director, officer or controlling   
person of the Registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the Registrant will, unless    
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act and will be governed by the final adjudication of such issue.    

PAGE-4-               

SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-8 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Las Vegas, Nevada, on this 14th  day of August,      
2003.                                                                           

                                     BARRINGTON FOODS INTERNATIIONAL, INC.

                       By: /s/ Rendal Williams
                                         ---------------------------------
                       Rendal Williams
                               CHIEF EXECUTIVE OFFICER

 In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities indicated and on this 14th day of August, 2003.                      

SIGNATURE                                   TITLE             
---------                                   -----             

/s/ Rendal Williams                        Chief Executive Officer              
-----------------------                   (principal executive officer)         
Rendal Williams                            and Chief Financial Officer          

PAGE-5-               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on:		8/15/03
Filed as of / Effective on:		8/14/03		NT 10-Q
		8/13/03
		5/20/03		10QSB
		4/18/03		10KSB
		12/31/02		10KSB,  10KSB/A,  NT 10-K
		2/2/01		10SB12B,  10SB12G
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