UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
September 30, 2006 33-27042-NY
------------------------- ----------------------
BARRINGTON SCIENCES CORPORATION
-------------------------------
(Formerly known as: Financial Express Corporation)
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
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 Act). Yes [X] No [ ]
The number of shares of the Common Stock of the registrant outstanding as of
September 30, 2006 was 24,379,977. The aggregate common stock held by
non-affiliates on September 30, 2006 was 11,148,989.
2
FORM 10-K INDEX
PART I
Item 1. Description of the Business 4
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholders Matters 4
Item 6. Selected Financial Matters 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 5
Item 8. Financial Statements and Supplementary Data 5
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 5
PART III
Item 10. Directors and Executive Officers of Registrant 6
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 9
Financial Statements
Signatures
Officer Certifications
3
Item 1. Description of the Business
---------------------------
GENERAL
The company currently has no business operations.
The joint venture in China was discontinued and wound up. The assets were
distributed to the joint venture partners. All activity associated with the
rapid test business in China and elsewhere has been stopped.
The Company currently has no full time employees. The Company uses the part time
services of 2 individuals.
AVAILABLE INFORMATION
The Company files annual and quarterly reports (Forms 10-K and 10-Q with the
U.S. Securities and Exchange Commission and such other supplemental current
reports (Form 8-K) as may be required or appropriate from time to time.
These reports may be found at http://www.sec.gov/edgar.shtml.
Item 2. Properties
----------
The Company does not currently lease or own any properties.
Item 3. Legal Proceedings
-----------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
---------------------------------------------------------------------
(A) Stock transactions
The following summarizes stock transactions by the Company during 2005 and 2006.
From October 1, 2005 to September 30, 2006 the company did not issue any shares.
Total shares outstanding at September 30, 2005 24,379.977 Common Shares. For
additional detail see shareholder Equity Section of the financial statements.
Item 6. Selected Financial Data
-----------------------
2006 2005
---- ----
Revenue 0 0
Profit (Loss) 233,474 46,059
Per Share 0.01 0.00
Working Capital 111,147 (122,327)
See financial statements and notes for more detail.
4
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
----------------------
LIQUIDITY.
The company wrote off all amounts owing to management. The working capital
position at Sept 30, 2006 is $111,147.00
OPERATIONS.
The Company had no material operations in 2006.
BUSINESS PLANS FOR 2006/2007
The company is actively seeking a business opportunity. It is looking to secure
a merger or vend in of an operating business that will allow the company to move
forward.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------
None
The Company does not hold any material market risk sensitive instruments.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Reference is made to the financial statements included later in this report
after Item 15.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None
Item 9A. Controls and Procedures
-----------------------
Currently the company does not have established controls or procedures. However
it will establish them at the appropriate time once it has a business.
5
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The following individuals currently serve as the Directors and executive
officers of the Registrant. Each Director serves for a term of one year or until
their successors have been elected at the annual meeting of shareholders in the
year each director's term expires. The year each director's term expires is
noted below. Under the Company's Articles of Incorporation, three-year staggered
terms are authorized. At the next annual shareholders meeting, it is anticipated
that Directors will be nominated for terms of one, two and three years to
implement this staggered Board provision.
Name Age Position
- ---- --- --------
Phil E. Pierce 76 Chairman, and Director Term expires 2006
Mr. Pierce resigned December 6, 2006
George Moore 64 President & Chief Executive Officer and
Director Term Expires 2006
Dr. A.E.J. Reynolds 57 Director Term Expires 2006
Lorne Broten C.M.A., CMC 65 CFO and Director Term Expires 2006
Jim Lambright Director
The Officers are elected annually by the Directors and serve at the discretion
of the Board of Directors
George Moore
- ------------
President & Chief Executive Officer & Director
In 1982, Mr. Moore was a founder of Uni-Ray Inc., a consulting company and was a
Senior Partner until 1992. His client list included many well-known
international companies such as IBM, Xerox, Nortel, Decorating Den Systems and
Travelodge. In 1993, he served as the Executive Director of the foundation for
the Advancement of Canadian Entrepreneurship. From 1994 to 1996, he served as
Director of Franchise Development for Decorating Den Systems Inc. From 1996 to
1999, Mr. Moore was Manager of Business Development, Western Canada, for
Travelodge Canada. In 1999, he joined the original Barrington Sciences
Corporation and served as its President until the fall of 2001. From 2001 to the
present he has served as President and CEO of BSC.
Dr. A.E.J. Reynolds
- -------------------
Director
Dr. Reynolds was with Dixon Group PLC, in the position of the General Sales
Manager, Regional Manager and Commercial Manager from 1977 to 1990. From 1990 to
1993 he was Managing Director of Crawford Door Limited and Managing Director of
Eco Carpet Tiles (UK) Ltd from 1996 to 1998. Dr. Reynolds currently operates an
awning manufacturing company in the UK that is owned by him. Dr, Reynolds has a
Master of Business Administration and a Doctor of Business Administration.
6
Lorne H. A. Broten, C.M.A. CMC
- ------------------------------
CFO and Director
Mr. Broten has been a self employed Management Consultant since 1967. Over the
past five years he has been involved in two start-up companies, Barrington
Sciences Corporation and a privately owned technology company. In addition he
has had a number of consulting jobs for private companies. Mr. Broten is a
Certified Management Accountant and a Certified Management Consultant.
Jim Lambright
- -------------
Director
Jim Lambright is best known for his long association with the University of
Washington football program. Jim played for the Huskies from 1960-1965, and
graduated with a degree in education. During the 1993-1998 seasons, Jim
Lambright was the Head Coach of the Husky football team. He won one Pac-10 title
and led his teams to four post-season bowl games.
After his coaching career he joined Lou Tice and The Pacific Institute as a Vice
President and Keynote speaker, encouraging and challenging people to build
strong work teams through communication, dedication, commitment, and trust.
Building a team on the field requires the same elements as building a team on
the production floor, in an office, or in the boardroom
Section 16(a) Beneficial Ownership Reporting Compliance.
To the best of Registrant's knowledge, based solely upon a review of Forms 3 and
4 and amendments thereto furnished to Registrant pursuant to Rule 16a-3(e)
during the Company's most recent fiscal year (2006) and Form 5 and amendments
thereto furnished to the Registrant with respect to its most recent fiscal year,
the persons in the following table served as a director or officer of the
Company or owned more than 10 percent of any class of Registrant's equity
securities during Registrant's fiscal year ended September 30, 2006.
During 2006 and through the date of the filing of this Form 10-K, there has been
no trading of the Company's Common Stock or any other securities issued by the
Company. Although the Company will continue to voluntarily file Form 10-Q's for
quarters ending during 2006 and a Form 10-K for 2005, the Company is not aware
of any filing by the Directors, Officers or 10% shareholders until after the
acquisition of Barrington was closed as of December 31, 2002.
The Company believes that all of its Officers and Directors are now current on
their filings of applicable forms.
The following table lists all of the Company Officers, Directors and known 10%
or more shareholders during 2006.
Name Offices Held in 2006 Forms Filed
- -----------------------------------------------------------------------------------
Phil Pearce Director Form 3, March 26, 2003
He resigned as Director Dec 6, 2006
George Moore President & CEO, Director from Form 3, March 26, 2003
Dec. 13, 2002
Charles Payne VP Investor Relations, Secretary, Form 3, March 26, 2003
Director from Dec 13, 2002
He resigned as a Director July 26, 2005
Lorne Broten CFO, Treasurer Director from Form 3, March 26, 2003
December 13, 2002
Dr. Tony Reynolds Director from December 13, 2002 Form 3, March 26, 2003
Jim Lambright Director from March 31, 2006
7
Item 11. Executive Compensation
----------------------
The Company did not pay any compensation to its Officers or Directors during
2006.
Annual Compensation Long-Term Compensation
---------------------------- ----------------------------------------
Awards Payouts
------ -------
All Other
Name and Year/ Compen- Restricted Securities
Principle term of sation Stock underlying All Other
Position service Salary Bonus (fees) Awards SARs/Options LTIP Payouts Compensation
- -------- ------- ------ ----- ------ ------ ------------ ------------ ------------
George Moore, CEO 2006 0 *
- ----------
* Consulting fees.
The Chief Executive Officer has not received any compensation, including any
options or other rights to acquire any stock or other interest in the Company.
Neither the Chief Executive Officer nor any other executive officer or Director
of the Company holds any such rights as of the date of this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table is current as of September 30, 2006.
Name and address of Number of Shares of Percentage
beneficial owner Common Stock Owned Of Ownership
- -------------------------------- ------------------ ------------
George Moore * 3,749,883 Note 1 15.4%
15286 - 98th Ave
Surrey, BC V$N 2V3
Lorne Broten ** 2,289,009 Note 1 9.39%
1107 Bennet Drive
Port Coquitlam, BC V3C6H2
Charles Payne *** 3,963,925 Note 1 16.23%
3213 W. Wheeler Street
PBM 249
Seattle, WA 98199
Dr. Tony Reynolds 2,195,173 9.0%
37 Reynolds Warf, Coalport
Tetford Shropshire, England TF8 77HU
Jim Lambright 1,032,998 4.2%
16319 - 170th Avenue
Woodinville, WA 98072
All Officers and Directors and affiliates 13,230,988 54.3%
as a group
- ----------
* Anne Moore his wife owns 708,000. The balance of the shares are held George
Moore.
** Marc Broten son of Lorne Broten owns 700,000 of these shares and Lorne Broten
does not have control of them. Lorne Broten Family Trust owns the balance of the
shares. Lorne Broten is not a beneficiary of the trust.
*** Of these shares 3,897,648 are owned by Udici Ltd. PO Box 150 Leeward Highway
Providenciales Turks & Caicos Islands B.W.I. Estelle Payne, wife of Charles
Payne, controls this company.
8
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
None.
Item 14. Principal Accounting Fees and Services
--------------------------------------
(1) Audit Fees
The audit fees for the past three years were $12,000.00 that amounts
to $4,000.00 per year.
There have been no other fees from the Principal Accountant
(2) The company does not have an audit committee.
PART IV
Item 15. Exhibits, Financial Statements Schedules and Reports on Form 8-K
----------------------------------------------------------------
(a) The financial statements are set forth below. Financial statement schedules
have been omitted since they are either not required, not applicable, or
the information is otherwise included.
9
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Barrington Science
We have audited the accompanying balance sheet of Barrington Science as of
September 30, 2006, and the related statements of operations, stockholders'
equity and cash flows through September 30, 2006. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Barrington Science as of
September 30, 2006 and the results of its operations and its cash flows through
September 30, 2006, in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company experienced significant
operating losses totaling approximately $4,400,000. The consolidated financial
statements have been prepared assuming the Company will continue to operate as a
going concern which contemplates the realization of assets and the settlement of
liabilities in the normal course of business. No adjustment has been made to the
recorded amount of assets or the recorded amount of classification of
liabilities which would be required if the Company were unable to continue its
operations.
/s/ Moore & Associates, Chartered
Moore & Associates Chartered
Las Vegas, Nevada
April 13, 2007
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7511 o Fax (702) 253-7501
10
BARRINGTON SCIENCES CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet
ASSETS
------
September 30,
2006
-----------
Current assets:
Cash $ 259,007
-----------
Total current assets 259,007
Property and equipment, net of accumulated
depreciation of $44,521 --
Investment in joint venture --
-----------
Total assets $ 259,007
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Bank overdraft $ --
Accounts payable 147,860
-----------
Total current liabilities 147,860
Loans from related parties --
Minority interest in equity of consolidated subsidiary --
Preferred stock, $.001 par value
25,000,000 shares authorized --
Common stock, $.0001 par value,
100,000,000 shares authorized, 24,376,977
shares issued and outstanding 24,379
Additional paid in capital 4,271,654
(Deficit) accumulated during
development stage (4,184,886)
-----------
111,147
-----------
$ 259,007
===========
See accompanying notes to financial statements.
11
BARRINGTON SCIENCES CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
Years Ended September 30, 2006 and 2005
For the Period From Inception (August 22, 2001) to September 30, 2006
(Unaudited)
Period From
Years Ended Inception To
September 30, September 30,
2006 2005 2006
------------ ------------ ------------
Sales $ -- $ -- $ 10,736
Costs and Expenses
Cost of sales -- -- 17,437
Selling, general and administrative (233,474) 46,059 2,180,903
Write-down of goodwill -- -- 910,249
Write-down of intangibles and inventory -- -- 812,546
Write-down of other assets -- -- 233,794
------------ ------------ ------------
(233,474) 46,059 4,154,929
------------ ------------ ------------
Profit (Loss) from operations 233,474 (46,059) (4,144,193)
Other income (expense)
Interest expense -- -- (40,693)
------------ ------------ ------------
-- -- (40,693)
Net (loss) $ 233,474 $ (46,059) $ (4,184,886)
============ ============ ============
Per share information:
Basic and diluted (loss)
per common share $ 0.01 $ (0.00)
============ ============
Weighted average shares outstanding 24,379,977 24,278,477
============ ============
See accompanying notes to financial statements.
12
BARRINGTON SCIENCES CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For The Years Ended September 30, 2006 and 2005
Common Stock Additional
---------------------------- Paid-in
ACTIVITY Shares Amount Capital Deficit Total
------------ ------------ ------------ ------------ ------------
Balance at inception (August 22, 2001) -- $ -- $ -- $ -- $ --
Shares issued for cash prior to
reverse acquisition 14,120,332 14,120 580,419 594,539
Shares issued for acquisitions
May 2002 at $.31 per share 4,552,570 4,553 1,420,306 1,424,859
Shares issued for debt conversion
In September 2002 at $1.22 per share 952,344 952 1,162,117 1,163,069
Net loss for the year ended
September 30, 2002 (1,881,306) (1,881,306)
------------ ------------ ------------ ------------ ------------
Balance September 30, 2002 19,625,246 19,625 3,162,842 (1,881,306) 1,301,161
Shares issued for cash:
October 2002 at $.48 per share 743,796 744 361,632 362,376
January 2003 at $.75 per share 533,333 533 399,467 400,000
March 2003 at $1.00 per share 8,066 8 8,058 8,066
April 2003 at $1.00 per share 11,714 12 11,702 11,714
May 2003 at $1.00 per share 15,000 15 14,985 15,000
June 2003 at $1.00 per share 12,500 13 12,488 12,500
July 2003 at $1.00 per share 15,000 15 14,985 15,000
Shares issued for services in
2003 & $.75 per share 91,266 91 68,359 68,450
Shares issued for reverse merger with
Financial Express Corporation 3,744,701 3,745 (3,745) --
Shares reacquired and cancelled (644,105) (644) 644
Net loss for the year ended
September 30, 2003 (2,087,698) (2,087,698)
------------ ------------ ------------ ------------ ------------
Balance September 30, 2003 24,156,517 $ 24,157 $ 4,051,416 $ (3,969,004) $ 106,569
Shares Issued for Cash
October 2003 5,000 5 4,995
November 2003 32,460 32 32,428
December 2003 19,500 19 19,481
April 2004 5,000 5 4,995
July 2004 45,000 45 44,955
September 2004 15,000 15 14,985
Issues for Finders fees 3,000 3 (3)
Net Loss for the year ended
September 30, 2004 (403,297)
------------ ------------ ------------ ------------ ------------
24,281,477 24,281 4,173,252 (4,372,301) (174,768)
------------ ------------ ------------ ------------ ------------
Shares Issued for Cash
November 2004 8,000 8 7,992
March 2005 40,500 40 40,460
June 2005 50,000 50 49,950
------------ ------------ ------------
98,500 98 98,402
------------ ------------ ------------
Net Loss for the year ended
September 30, 2005 (46,059)
------------ ------------ ------------ ------------ ------------
24,379,977 24,379 4,271,654 $ (4,418,360) $ (122,327)
------------ ------------ ------------ ------------ ------------
Net Profit for the year Ended
September 30, 2006 $ 233,474
------------ ------------ ------------ ------------ ------------
24,379,977 24,379 4,271,654 $ (4,184,886) $ 111,147
------------ ------------ ------------ ------------ ------------
Total Shares
See accompanying notes to financial statements.
13
BARRINGTON SCIENCES CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
Years Ended September 30, 2006 and 2005
For the Period From Inception (August 22, 2001) to September 30, 2006
Period From
Years Ended Inception To
September 30, September 30,
2006 2005 2006
----------- ----------- -----------
Net income (loss) $ 233,474 $ (46,059) $(4,184,886)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services provided for common stock -- -- --
Depreciation -- -- --
Asset impairment losses -- -- --
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable -- -- --
Inventory -- -- --
Prepaid expenses -- -- --
Recoverable tax credit -- -- --
Deferred charges -- -- --
Increase (decrease) in: --
Accounts payable 41,773 (21,851) 147,860
Bank overdraft -- -- --
----------- ----------- -----------
Total adjustments 41,773 (21,851) 147,860
----------- ----------- -----------
Net cash provided by (used in)
operating activities 275,247 (67,910) (4,037,026)
Cash flows from investing activities:
Acquisition of property & equipment -- -- --
Investment in joint venture (loss) 335,759 --
Additions to intangible assets -- -- --
Purchase of bank indebtedness of subsidiary -- -- --
----------- ----------- -----------
Net cash provided by (used in)
financing activities 335,759 -- --
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock -- 98,500 4,296,033
Loans from related parties (394,533) (1,731) --
----------- ----------- -----------
Net cash provided by (used in)
financing activities (394,534) 96,769 4,296,033
----------- ----------- -----------
Increase (decrease) in cash 216,472 28,859 259,007
Cash and cash equivalents,
beginning of period 42,535 13,676 --
----------- ----------- -----------
Cash and cash equivalents,
end of period $ 259,007 $ 42,535 $ 259,007
=========== =========== ===========
See accompanying notes to financial statements.
14
BARRINGTON SCIENCES CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
(A development stage enterprise)
FOR THE YEARS ENDED SEPTEMBER 30, 2006 and 2005
(U.S. DOLLARS)
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
Financial Express Corporation ("FEC") was originally incorporated in the
State of Nevada on January 5, 1989, as Harley Equities, Inc. During
December 2002, the Company completed its acquisition of Barrington Sciences
International Corporation's ("BSIC") net assets, subsequently FEC changed
its name to Barrington Sciences Corporation (together with its
subsidiaries, the Company). The acquisition was accounted for as a reverse
take over and the comparative amounts represent BSIC's financial position,
results of operations and cash-flows.
The Company is a development stage enterprise and through its subsidiaries,
has been engaged in the research, development, manufacture and distribution
of specialized medical diagnostic test kits.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going Concern
-------------
The Company experienced significant operating losses since inception
totaling approximately $4,200,000. The financial statements have been
prepared assuming the Company will continue to operate as a going concern
which contemplates the realization of assets and the settlement of
liabilities in the normal course of business. No adjustment has been made
to the recorded amount of assets or the recorded amount of classification
of liabilities which would be required if the Company were unable to
continue its operations.
Management has no formal plan in place to address this concern but
considers that the Company will be able to obtain additional funds by
equity financing and/or related party advances, however there is no
assurance of additional funding being available.
Accounting Estimates
--------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the
estimates that were used.
15
BARRINGTON SCIENCES CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
(A development stage enterprise)
FOR THE YEARS ENDED SEPTEMBER 30, 2006 and 2005
(U.S. DOLLARS)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
------------
Provisions for income taxes are based on taxes payable or refundable for
the current year and deferred taxes on temporary differences between the
amount of taxable income and pretax financial income and between the tax
basis of assets and liabilities and their reported amounts in the financial
statements. Deferred tax assets and liabilities are included in the
financial statements at currently enacted income tax rates applicable to
the period in which the deferred tax assets and liabilities are expected to
be realized or settled as prescribed in FASB Statement No. 109, Accounting
for Income Taxes. As changes in tax laws or rates are enacted, deferred tax
assets and liabilities are adjusted through the provision for income taxes.
Net (Loss) per Share
--------------------
The Company adopted Statement of Financial Accounting Standards No. 128
that requires the reporting of both basic and diluted (loss) per share.
Basic (loss) per share is computed by dividing net (loss) available to
common stockholders by the weighted average number of common shares
outstanding for the period. Diluted (loss) per share reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock. In accordance with
FASB 128, any anti-dilutive effect on net (loss) per share is excluded.
Disclosure about Fair Value of Financial Instruments
----------------------------------------------------
The Company estimates that the fair value of all financial instruments as
of September 30, 2006 and 2005, as defined in FASB 107, does not differ
materially from the aggregate carrying values of its financial instruments
recorded in the accompanying balance sheets. The estimated fair value
amounts have been determined by the Company using available market
information and appropriate valuation methodologies. Considerable judgment
is required in interpreting market data to develop the estimates of fair
value, and accordingly, the estimates are not necessarily indicative of the
amounts that the Company could realize in a current market exchange.
16
BARRINGTON SCIENCES CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
(A development stage enterprise)
FOR THE YEARS ENDED SEPTEMBER 30, 2006 and 2005
(U.S. DOLLARS)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
New Accounting Standards
------------------------
Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted could have a material effect on
the accompanying financial statements.
NOTE 3 REVERSE ACQUISTION
On December 30, 2002, The Company acquired the net assets of Barrington
Sciences International Corporation ("BSIC") including its wholly owned
subsidiaries in exchange for 19,701,653 common shares and 396,416 common
share warrants of the Company. This transaction has the effect of what is
commonly referred to as "reverse acquisition" in that the Company is the
legal acquirer; however, BSIC is the accounting acquirer. Therefore, the
acquisition has been accounted for as a reverse take-over of the Company by
BSIC.
Application of reverse take-over accounting results in the following:
a) The consolidated financial statements of the combined entity are
issued under the name of Barrington Sciences Corp. (formerly FEC), but
are considered the continuation of the financial statements of BSIC.
However, the stated capital of the consolidated entity at September
30, 2003 is that of BSC. This capital structure Is different from the
capital structure appearing in the comparative financial statements
for BSIC due to the application of reverse take-over accounting. Prior
to the acquisition, there were 19,701,653 common shares of BSIC
outstanding with a stated capital of $3,616,373.
b) As BSIC is deemed to be the acquirer for accounting purposes, its
assets, liabilities and operations since incorporation are included in
these financial statements at their historical carrying value. The
operations of BSC are included from December 30, 2002.
c) Control of the assets and operations of BSC is considered to be
acquired by BSIC. Immediately prior to the acquisition, there were
3,743,900 common shares of BSC outstanding with a stated capital of
$3,744.
All direct costs relate to the reverse take over acquisition have been
included in the Company's results of operations.
17
BARRINGTON SCIENCES CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
(A development stage enterprise)
FOR THE YEARS ENDED SEPTEMBER 30, 2006 and 2005
(U.S. DOLLARS)
NOTE 4 INVESTMENT IN WEIHAI BARRINGTON BIOLOGICAL ENGINERRING CO. LTD.
(JOINT VENTURE)
The Company and Shangdon Weigao Group of Weihai own Weihai Barrington
Biological Engineering Co. Ltd., the joint venture in China equally. During
the 2003, the Company has contributed $400,000 as registered capital of the
joint venture. The joint venture has been unable to obtain the necessary
licenses to market its products. Consequently the joint venture was
terminated in the current year. Liquidation proceeds of $335,759 was
received by the Company during the year end September 30, 2006.
NOTE 5 RELATED PARTY TRANSATIONS
2006 2005
Due to directors and officers 0 $ 393.309
- ---------
The amounts due to directors and officers are non-interest bearing and have
no set terms of repayment.
During the year the Company reversed related party payables in the amount
of $291 ,508 as the debts had been forgiven by the lenders. The balance was
repaid in the year.
During the years, the Company, pursuant to the terms of various management
and service agreements, paid or made provision in the accounts for the
payments of the following amounts to its directors and officers.
2006 2005
------- -------
Management fees $ -- $16,800
Consulting fees 6,000 3,600
------- -------
$ 6.000 $20.400
------- -------
NOTE 6 COMPARITIVE FIGURES
Certain of the comparative figures have been restated to conform with the
current year's presentation.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
BARRINGTON SCIENCES CORPORATION
By: /S/ George Moore Date: May 1, 2007
----------------------------
George Moore
President and CEO and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the date indicated.
NAME & POSITION DATE: May 1, 2007
/S/ George Moore
- ----------------
George Moore
President CEO and Director
/S/ Lorne Broten
- ----------------
Lorne Broten
CFO and Director
/S/ Dr. Anthony Reynolds
- ------------------------
Dr. Anthony Reynolds
Director
/S/ Jim Lambright
- -----------------
Jim Lambright
Director
19