Noble Consolidated Industries Corp – ‘S-8’ on 3/17/03

On:  Monday, 3/17/03, at 2:56pm ET   ·   Effective:  3/17/03   ·   Accession #:  950147-3-332   ·   File #:  333-103864

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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 of Barrington Foods             6     30K 
 2: EX-4.1      Agreements for Consulting Services                    18     72K 
 3: EX-5.1      Opinion and Consent of Brian Dvorak, Esq.              2±     8K 

S-8   —   Registration Statement of Barrington Foods
Document Table of Contents

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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 CONTRACT
(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)

COPIES OF COMMUNICATIONS TO:
Brian Dvorak, Esq.
 Dvorak & Associates, Ltd.
 Las Vegas, Nevada 89113
 Phone: (702) 768-2960
 Fax: (702) 794-4532

 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,         2,500,000 shares  $0.06       $150,000    $85.15          
par value                                                                       
$.001 per share                                                                 
================================================================================

(1)  This Registration Statement relates to 2,500,000 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.                           

(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 March 13, 2003.                                     

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    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, Richard A. Taulli, Deborah Murphy and Barry Gore is set
forth in the consulting services contracts with the Parties, dated January 10,  
2003 (the "Consulting Services Contracts"). See Exhibit 4.1.                    

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, 5275        
Arville, #120, Las Vegas, NV 89118. Phone:307-3810                              

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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,September 30, 2001, March 31, 2002, June 30, 2002 
and September 30, 2003.                                                         

    (iii) Registrants annual report on Form 10-KSB for the year ended December
31, 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                                  

None.                                                                 

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 Contracts dated January 10, 2003 between     
         Barrington Foods International, Inc. and Richard A. Taulli,
Deborah Murphy and Barry Gore. (filed herewith).  

5.1            Opinion of Brian Dvorak, Esq. (Filed herewith).                  

23.2           Consent of Brian Dvorak, Esq. (Included in Exhibit 5.1).         

(Our former accountants have been banned from practice before the SEC and       
therefore no consent to include their audit is included. New Auditors have been 
retained but have not produced an audit at this time.)                          

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 25th day of April, 2002.  

                                     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 March, 2003.                       

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

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

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
		9/30/03		3					10QSB,  NT 10-Q
Filed on / Effective on:		3/17/03
		3/13/03		1
		1/10/03		2		4
		6/30/02		3					10QSB,  NT 10-Q
		3/31/02		3					10QSB,  10QSB/A,  NT 10-Q
		12/31/01		3					10KSB,  10KSB/A,  DEF 14C,  NT 10-K,  SC 13D
		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		4			10SB12B,  10SB12G
									List all Filings