UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Third quarter ended Commission file number
June 30, 2007 33-27042-NY
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Baxx Systems Inc.
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(Formerly known as: Barrington Sciences Corporation)
(Exact name of registrant as specified in its charter)
Nevada 93-0996537
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(State of Incorporation) (I.R.S. Employer Identification No.)
1107 Bennet Drive
Port Coquitlam, British Columbia, Canada V3C 6H2
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(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
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(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12 (g) of the Act:
Common
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(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
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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
--- --- --
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
June 30, 2007 was 5,000,000. The aggregate common stock held by non-affiliates
on June 30, 2007 was 2,772,666.
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BARRINGTON SCIENCES INTERNATIONAL CORPORATION
(A development stage enterprise)
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INDEX
Page No.
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Part I. Financial Information
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Item 1. Financial Statements
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Independent Registered Auditors Report 4
Balance Sheet - at June 30, 2007 5
Statements of Operations - for the
quarters ended June 30, 2007 and June 30, 2006 6
Statement of Cash Flows - for the
Quarters ended June 30, 2007 and 2006 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis
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Item 3. Quantitative and Qualitative Disclosures About Market Risk 8
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Item 4. Controls and Procedures 9
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Part II. Other Information
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Item 1. Submission of Matters to a Vote of Security Holders 9
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Item 2. Changes in Securities 9
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Item 3. Defaults Upon Senior Securities 9
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Item 4. Submission of Matters to a Vote of Security Holders 9
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Item 5. Other Information 9
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Item 6. Exhibits and Reports on Form 8-K 10
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MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
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PCAOB REGISTERED
Report of Independent Registered Public Accounting Firm
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To the Board of Directors
Baxx Systems Inc
(Formerly Barrington Sciences Corporation)
We have reviewed the accompanying balance sheet of Baxx Systems Inc as of June
30, 2007, and the related statements of operations, retained earnings, and cash
flows for the nine months then ended, in accordance with the standards of the
Public Company Accounting Oversight Board (United States). All information
included in these financial statements is the representation of the management
of Baxx Systems Inc
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, 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 review, we are not aware of any material modifications that should
be made to the financial statements in order for them to be in conformity with
generally accepted accounting principles.
/s/ Moore & Associates, Chartered
Moore & Associates, Chartered
Las Vegas, Nevada
August 13, 2007
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
(702) 253-7499 Fax: (702)253-7501
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Baxx Systems Inc.
(Formerly Barrington Science Corporation)
(A development stage enterprise)
Balance Sheet
June 30, 2007 September 30,
(Unaudited) 2006
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Current assets:
Cash 120,673 259,007
Prepaid and other current assets 2,615 --
Inventory 6,857 --
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Total current assets 130,145 259,007
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Total assets 130,145 259,007
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Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities -- 147,860
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Total Liabilities -- 147,860
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Stockholders' equity:
Common stock $.001 par value;
19,276,700 authorized; 5,000,000 issued
and outstanding 5,000 4,700
Additional paid in Capital 4,376,894 4,291,333
Accumulated Deficit (4,251,749) (4,184,886)
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Total stockholders' equity 130,145 111,147
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Total liabilities and stockholders' equity 130,145 259,007
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The accompanying notes are an integral part of these statements
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Baxx Systems Inc
(Formerly Barrington Science Corporation)
(A development stage enterprise)
STATEMENTS OF OPERATIONS 3 Months 3 Months 9 Months 9 Months From
Ended Ended Ended Ended Inception to
June 30, 2007 June 30, 2006 June 30, 2007 June 30, 2006 June 30, 2007
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General and administrative 16,317 39 66,863 1,363 2,247,766
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(Loss) from operations 16,317 39 66,863 1,363 2,247,766
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Impairment of Goodwill, Intangible, Other Assets -- -- -- -- 2,003,983
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Net (loss) 16,317 39 $ 66,863 $ 1,363 $4,251,749
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Per share information:
Basic and diluted (loss)
per common share 0.003 0.000 $ 0.0134 $ 0.00
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Weighted average shares outstanding 5,000,000 4,700,000 5,000,000 4,700,000
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The accompanying notes are an integral part of these statements
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Baxx Systems Inc
(Formerly Barrington Science Corporation)
(A development stage enterprise)
STATEMENTS OF CASH FLOWS
9 Months 9 Months From
Ended Ended Inception to
June 30, 2007 June 30, 2006 June 30, 2007
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OPERATING ACTIVITIES
Net Loss (66,863) (1,362) (4,251,749)
Items not affecting cash:
Depreciation and amortization 0 0 0
Inventory (6,857) 0 (6,857)
Prepaid and other current assets (2,615) 0 (2,615)
Bank Overdraft 0 0
Accounts payable and accrued liabilities (147,859) (3,227) 0
Inventory 0
Payable Related Parties /other 0 (36,464) 0
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Cash flow used by operating activities (224,194) (41,053) (4,261,221)
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INVESTING ACTIVITIES
Fixed Assets 0 0 0
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Cash flow from investing activities 0 0 0
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FINANCING ACTIVITIES
Increase (decrease) in short term debt
Issuance of common shares 85,860 0 4,381,894
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Cash flow from financing activities 85,860 0 4,381,894
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INCREASE IN CASH FLOW (138,334) (41,053) 120,673
CASH - Beginning of period 259,007 42,534 0
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CASH - End of period 120,673 1,481 120,673
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The accompanying notes are an integral part of these statements
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BARRINGTON SCIENCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2007
1. Basis of presentation
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General
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The accompanying condensed unaudited financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to form 10-Q. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included.
Stockholders' equity
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Basic (loss) per share was computed using the weighted average
number of common shares outstanding.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Plan of Operations
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(a) Plan of Operation
The Company has generated no revenues from its operations and has
been a development stage enterprise since inception.
Baxx Systems Inc. USA has entered into an agreement with Baxx
Systems Inc. Canada for the acquisition of all the issued and
outstanding shares of Baxx Canada. On July 10, 2007 the shareholders of
Baxx Systems Inc. USA ratified the agreement between the companies and
Baxx Systems Canada is now a wholly owned subsidiary of Baxx USA. Baxx
Canada holds patents pending for the Intelligent Retrofit System(TM)
and will start the commercialization of the product starting
immediately. The Intelligent Retrofit System(TM) is an alternative
method for window replacement and enhancement.
www.inteligentretrofit.com
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Projections for the next twelve months are as follows:
Sales:
Units 4650
Dollar Value $769,000
Net Profit B4 Income Tax $42,040
The company is opening a corporate store in Newmarket Ontario and will
setup dealers in various locations throughout Canada and the United
States. The company has appointed one dealer for the Lower Mainland
area of Vancouver BC and will be appointing more dealers shortly.
The sales and marketing activity has started in Eastern Canada and
plans are in place to create awareness of the system and provide an
alternative to window replacement for building owners. Included in
these plans are attending PMXPO 2007 in Toronto. (Property Managers
Exposition)
(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. 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.
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(c) Comparison of 2006 and 2007 for the third
quarter.
Operating costs increased significantly. It incurred fees for
finalizing the acquisition of Baxx Canada and for starting up the
Intelligent Retrofit business.
In 2006 costs were incidental $39 Bank Charges. In 2007 Legal fees
$830, Mail Out to Shareholders $12692, Office Expenses $1137, Travel
1545, Consulting Fees 11320. The increase in operating expenses
reflects the start up of Baxx Systems and communication to
shareholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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None. The Company does not hold any material market risk sensitive
instruments.
Item 4. Controls and Procedures
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The company is in the process of developing the internal control
requirements and will have them in place when required to.
PART II Other Information.
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Item 1. Legal Proceedings.
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None
Item 2. Changes in Securities
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The company rolled back its shares to one share for every 5.18761
shares. See 8 K.
Item 3. Defaults Upon Senior Securities
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(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders
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On June 23, 2007 Form 14 A was mailed to all shareholders which; in
addition to the annual meeting notification asked the shareholders to vote on
the acquisition of Baxx Systems Inc. Canada. At the meeting on July 10, 2007 the
shareholders ratified the agreement.
Item 5. Other Information
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(Not applicable)
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Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits
None this quarter
(b) Reports on Form 8-K
Section 3 Change to Authorized Capital roll back common shares from
100,000,000 to 19,276,700. This resulted in the issued common stock to
be 4,700,000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Baxx Systems Inc.
By: /s/Lorne Broten Date: August 13, 2007
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Lorne Broten
CFO and Director (Principal Financial Officer)
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Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act
No annual report or proxy material has been sent to security holders of the
Company. The Company does not anticipate sending out a separate annual report or
proxy material to its security holders subsequent to the filing of the annual
report. In the event that the Company determines that it will send out either a
separate annual report or any proxy materials, the Company will furnish copies
of such material to the Securities and Exchange Commission when it is sent to
security holders.
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