Noble Consolidated Industries Corp – ‘S-8’ on 12/20/01

On:  Thursday, 12/20/01   ·   Effective:  12/20/01   ·   Accession #:  1079372-1-500061   ·   File #:  333-75560

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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 of Securities to be Offered to            7     35K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        Consultant Agreement                                   4     16K 
 3: EX-4        Consultant Agreement                                   4     16K 
 4: EX-4        Consultant Agreement                                   3     17K 
 5: EX-4        Consultant Agreement                                   3     15K 
 6: EX-5        Legal Opinion                                          2     11K 
 7: EX-23       Consent of Experts and Counsel                         1      7K 

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

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As filed with the Securities and Exchange Commission on December 20, 2001.      
                                       Registration No. 333-________
=========================================================================       

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                       (I.R.S. Employer 
of Incorporation or Organization)                 Identification  
                                      No.)

2279 Segundo Ct. Suite 4, Pleasanton, CA        94588 
---------------------------------------------    ---------- 
(Address of Principal Executive Offices)     (Zip Code) 

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

CONSULTING SERVICES CONTRACT WITH HARRY KAY, ART SKAGEN, ESQ, 
THOMAS C. COOK, ESQ. AND T. J. JESKY  
(Full Title of Plan)

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

Rendall Williams
 Chief Executive Officer
2279 Segundo Ct. Suite 4
Pleasanton, CA  94588 
   (Name and Address of agent for service)

(925) 462 6280  
-------------------------------------------------------------     
(Telephone Number, including area code, of agent for service)     

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

  COPIES OF COMMUNICATIONS TO:
Thomas C. Cook, Esq.  
Thomas C. Cook & Associates, Ltd. 
4955 South Durango, Suite 214 
Las Vegas, Nevada 89113 
Phone:  (702) 952-8520
Fax:    (702) 952-8521

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--------------------------------------
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(1)     PER UNIT    PRICE       FEE (2)         
=============================================================================   
Common Stock,         1,200,000 shares  $0.50       $600,000    $150.00         
par value                                                                       
$.001 per share                                                                 
=============================================================================   
(1)   This Registration Statement relates to 1,200,000 shares of the            
Registrant's Common Stock, par value $.001 per share, to be issued upon         
pursuant to the terms of the Consulting Services Contracts with [name]          

(2)   Pursuant to Rule 457(c) of the Securities Act of 1933 (the                
"Securities Act") the registration fee is calculated on the basis of the        
average of the bid and ask prices for the Common Stock as quoted on the         
Over-the-Counter Bulletin Board on December 18, 2001.                           

============================================================================    
    PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8,             
taken together, constitute a prospectus that meets the requirements of          
Section 10(a) of the Securities Act, and are incorporated herein by             
reference.                                                                      

ITEM 1. PLAN INFORMATION                                                        

The information required to be provided pursuant to this Item to
the individual participants, Mr. Harry Kay, Mr. Art Skagen, Esq., Mr. Thomas    
C. Cook, Esq. and Mr. T. J. Jesky, is set forth in the consulting services      
contracts with Mr. Harry Kay, Mr. Art Skagen, Esq., Mr. Thomas C. Cook, Esq.    
and Mr. T. J. Jesky, dated December 18, 2001 (the "Consulting Services          
Contract").  See Exhibit 4.1, 4.2, 4.3 and 4.4.                                 

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION             

  Written statement required to be provided to participants pursuant
to this Item 2:                                                                 

We will provide without charge to each participant in the       
Consulting Services Contract, upon written or oral request of such              
person, a copy (without exhibits, unless such exhibits are specifically         
incorporated by reference) of any or all of the documents incorporated          
by reference pursuant to this Registration Statement.  Requests may be          
forwarded to Barrington Foods International, Inc. (formerly eBait, Inc.),       
Attn:  Rendall Williams, 2279 Segundo Ct. Suite 4, Pleasanton, CA  94588,       
Phone:                                                                          

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     PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                         

The contents of the following documents filed by Barrington Foods   
International, Inc., a Nevada corporation (formerly a California corporation)   
("BFII" or the "Registrant"), formerly called eBait, Inc., with the             
Securities and Exchange Commission (the "Commission") are hereby incorporated   
into this registration statement ("Registration Statement") by reference:       

 (i)   Registrant Statement on Form 10SB12G, filed on February 2, 2001
filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as      
amended ("Exchange Act"); and                                                   

(ii) Registrant's quarterly reports on Form 10-QSB for the quarters 
ended March 31, 2001, June 30, 2001 and September 30, 2001.                     

All documents filed by us with the Commission pursuant to Sections  
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing        
date of this Registration Statement and prior to the filing of a post-          
effective amendment to this Registration Statement which indicates that         
all securities offered have been sold or which registers all securities         
then remaining unsold shall be deemed to be incorporated by reference in        
this Registration Statement and to be a part hereof from the date of            
filing such documents.  We will provide without charge to the participant       
in the written compensation contract, upon written or oral request of such      
person, a copy (without exhibits, unless such exhibits are specifically         
incorporated by reference) of any or all of the documents incorporated by       
reference pursuant to this Item 3.                                              

ITEM 4. DESCRIPTION OF SECURITIES                                               

Not Applicable.                                                     

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL                                  

Thomas C. Cook, attorney for the issuer, who has rendered a Legal   
Opinion for this S-8 Registration is a shareholder in the Company.              

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS                               

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."   

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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).
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).                    
4.1           Consulting Services Contract dated December 18, 2001 between      
     Barrington Foods International, Inc. and Harry Kay (filed
herewith).                                          
4.2           Consulting Services Contract dated December 18, 2001 between      
     Barrington Foods International, Inc. and Art Skagen, Esq.
(filed herewith).                                   
4.3           Consulting Services Contract dated December 18, 2001 between      
         Barrington Foods International, Inc. and Thomas C. Cook, Esq.
(filed herewith).                                   
4.4           Consulting Services Contract dated December 18, 2001 between      
     Barrington Foods International, Inc. and Mr. T. J. Jesky,
(filed herewith).                                   
5.1          Opinion of Thomas C. Cook, Esq. (Filed herewith).                
23.1          Consent of Cordovano and Harvey, P.C., Certified Public           
Accountants (filed herewith).                       
23.2          Consent of Thomas C. Cook, Esq. (Included in Exhibit 5.1).        

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;                                                                      

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  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
amendment any 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.                                                     

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    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 19th       
day of December, 2001.                                                          

                         BARRINGTON FOODS INTERNATIIONAL, INC.

            By: /s/ Rendall Williams
               ---------------------------
    Rendall 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 19th day of December, 2001.                    

SIGNATURE                                TITLE                
---------                                -----                
/s/ Rendall Williams                 Chief Executive Officer                
----------------------------------   (principal executive officer)            
Rendall Williams                 and Chief Financial Officer        

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   INDEX TO 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).
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).                    
4.1           Consulting Services Contract dated December 18, 2001 between      
     Barrington Foods International, Inc. and Harry Kay (filed
herewith).                                          
4.2           Consulting Services Contract dated December 18, 2001 between      
     Barrington Foods International, Inc. and Art Skagen, Esq.
(filed herewith).                                   
4.3           Consulting Services Contract dated December 18, 2001 between      
         Barrington Foods International, Inc. and Thomas C. Cook, Esq.
(filed herewith).                                   
4.4           Consulting Services Contract dated December 18, 2001 between      
     Barrington Foods International, Inc. and Mr. T. J. Jesky,
(filed herewith).                                   
5.1          Opinion of Thomas C. Cook, Esq. (Filed herewith).                
23.1          Consent of Cordovano and Harvey, P.C., Certified Public           
Accountants (filed herewith).                       
23.2          Consent of Thomas C. Cook, Esq. (Included in Exhibit 5.1).        

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		12/20/01		1					PRE 14C
		12/18/01		2		7
		9/30/01		3					10-Q,  10QSB/A,  NT 10-Q
		6/30/01		3					10QSB
		3/31/01		3					10QSB
		2/2/01		3		7			10SB12B,  10SB12G
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