SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________

FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BARRICODE, INC.
______________________________________________
(Name of small business issuer in its charter)

Nevada 7372 20-4662814
________________________________________________________________________________
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)

BARRICODE, INC.
112 North Curry Street
Carson City, NV 89703
(775) 284-3769
________________________________________________________
(Address and telephone of registrant's executive office)

112 North Curry Street
Carson City, NV 89703
(775) 284-3769
________________________________________________________________________________
(Address of principal place of business or intended principal place of business)
STATE AGENT & TRANSFER SYNDICATE, INC.

122 North Curry Street,
Carson City, NV 89703
(775) 882-1013
_________________________________________________________
(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement

If this Form is filed to register additional common stock for an offering under
Rule 462(b) of the Securities Act, please check the following box and list the
Securities Act Registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed under Rule 462(c) of the
Securities Act, check the following box and list the Securities Act Registration
statement number of the earlier effective registration statement for the same
offering. [ ]

If this Form is a post-effective amendment filed under Rule 462(d) of the
Securities Act, check the following box and list the Securities Act Registration
statement number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the Prospectus is expected to be made under Rule 434, please
check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price aggregate offering registration fee[2]
per unit [1] price

Common Stock 2,475,000 $0.025 $61,875 $6.62

<FN>

[1] The offering price has been arbitrarily determined by Barricode, Inc. and
bears no relationship to assets, earnings, or any other valuation criteria.
No assurance can be given that the shares offered hereby will have a market
value or that they may be sold at this, or at any price.

[2] The portion of the shares which are being offered by the Selling Security
Holders has been calculated based upon Rule 457(o) under the Securities
Act.

</FN>

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

PROSPECTUS

BARRICODE, INC.

SHARES OF COMMON STOCK
2,475,000 SHARES OF COMMON STOCK BEING SOLD BY SELLING SECURITY HOLDERS

Barricode, Inc. is registering 2,475,000 shares of common stock on behalf of
certain selling shareholders, as named under "Selling Security Holders" within
this registration statement. The selling security holders are selling all of the
shares. The offering price for the shares will be $0.025 per share until the
shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange.
The selling security holders may sell at prevailing market prices or privately
negotiated prices only after the shares are quoted on either the OTC Bulletin
Board or an exchange.

The selling securities holders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. Barricode, Inc. does not receive any proceeds from the sale of any of
the shares held by the selling shareholders.

The offering will conclude when all of the 2,475,000 shares of common stock have
been sold, or 90 days after this registration statement becomes effective with
the Securities and Exchange Commission. Barricode, Inc. at its discretion may
extend the offering for an additional 90 days.
Prior to this offering, there has been no public trading market for the common
stock. Barricode, Inc.'s common stock is presently not traded on any market or
securities exchange.

INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 8 OF THIS PROSPECTUS.

PLEASE READ THIS PROSPECTUS CAREFULLY.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

The date of this prospectus is October 23, 2007.

TABLE OF CONTENTS
Page No.
PART I
Summary of our Prospectus ............................................. 6
The Offering........................................................... 7
Summary of Financial Information ...................................... 7
Risk Factors .......................................................... 8
Available Information ................................................. 16
Use of Proceeds ....................................................... 16
Determination of the Offering Price ................................... 16
Dilution .............................................................. 16
Selling Security Shareholders ......................................... 16
Plan of Distribution .................................................. 18
Legal Proceedings...................................................... 19
Directors, Executive Officers, Promoters and Control Persons .......... 19
Security Ownership of Certain Beneficial Owners and
Management ............................................................ 20
Description of Securities ............................................. 21
Disclosure of Commission Position of Indemnification for
Securities Liabilities ............................................... 22
Organization Within the Last Five Years ............................... 23
Description of Business ............................................... 23
Management's Discussion and Analysis of our Financial
Condition and Plan of Operation ....................................... 28
Description of Property................................................ 30
Certain Transactions .................................................. 30
Executive Compensation ................................................ 30
Experts ............................................................... 31
Financial Statements .................................................. 32
Changes and Disagreements with Accountants on
Accounting and Financial Disclosure ................................... 50

PART II: Information not Required in this Prospectus Statement
Indemnification of Directors and Officers ............................. 50
Other Expenses of Issue and Distribution .............................. 51
Exhibits .............................................................. 52
Undertakings .......................................................... 54
Signatures ............................................................ 55

DEALER PROSPECTUS DELIVERY OBLIGATION

Until ____________, (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

SUMMARY OF OUR PROSPECTUS

This summary provides an overview of selected information contained in this
Prospectus. It does not contain all the information you should consider before
making a decision to purchase the shares we are offering. You should very
carefully and thoroughly read the more detailed information in this Prospectus
and review our financial statements contained herein.

SUMMARY OF INFORMATION ABOUT BARRICODE, INC.

Barricode, Inc. ("Barricode" "the company," "we," "us") was incorporated in the
State of Nevada as a for-profit company on April 3, 2006 and established a
fiscal year end of April 30. Barricode is a development-stage company
established to enter into the computer security software industry specializing
in the packaging, sales, distribution and support of user-friendly open-source
network security software. Our low cost security software products and services
will add value to open-source code supplied by independent third party
providers.

The security software market is relatively new by comparison to other software
markets with most companies entering it in the last fifteen years. The industry
reached $4.3 billion in annual revenues in 2005, is growing at a rate of more
than 15% annually and is expected to reach $6 billion by the year 2009. These
significant increases are primarily driven by the continued growth of the
Internet and the increasing popularity of e-commerce. It is estimated that there
are currently more than 1 billion people worldwide with Internet access,
including approximately 220 million in the US and Canada. Many companies have
high-speed connections to the Internet and small businesses, home offices and
home users are obtaining full-time cable or ADSL access and thus making their
systems more vulnerable to attack than is the case with dial-up access. By the
end of 2005, there were almost 47 million households with broadband access in
the US and this figure is estimated to increase to 500 million by 2010. These
market conditions are very advantageous to Barricode, which intends to gain
significant market penetration for its planned open-source software products and
services in a short period of time.

The company goal is to become a major supplier and supporter of easy-to-use
open-source network security software that works seamlessly in the background to
protect computers and networks. Our "set it and forget it" philosophy frees the
user to concentrate on work that makes them more productive, while the security
of their systems is monitored automatically in the background.

Barricode plans to provide three network security products. The first is
ChainMail, an easy to use freeware document protection (encryption) application.
ChainMail will allow users to encrypt outgoing email messages and decrypt
incoming messages. The second is ChainMail Pro, a retail version of ChainMail
that will have more features and functionality than the freeware version of
ChainMail. The third is Impasse, a network intrusion detection application which
monitors network activity and detects activity that indicates the presence of an
intruder on the network.

Our business office is located at 112 North Curry Street, Carson City NV 89703
and our telephone number is (775) 284-3769, fax (775) 546-6150. Our United
States and registered statutory office is located at 112 North Curry Street,
Carson City NV 89703, telephone number (775) 882-1013.

As of July 31, 2007, the end of the most recent fiscal quarter, Barricode, Inc
had raised $28,654 through the sale of its common stock. There is $16,075 of
cash on hand in the corporate bank account. The company currently has
liabilities of $3,779, represented by expenses accrued during its start-up. In
addition, the company anticipates incurring costs associated with this offering
totaling approximately $5,257.00. As of the date of this prospectus, we have
generated no revenues from business operations. The following financial
information summarizes the more complete historical financial information as
indicated on the audited financial statements of the company filed with this
prospectus.

SUMMARY OF THE OFFERING BY THE SELLING SECURITY HOLDERS

Certain selling shareholders, as named under "Selling Security Holders" within
this registration statement, may endeavor to sell their shares of common stock
after this registration become effective. The percentage of total outstanding
common stock being offered by these Selling Shareholders is 14.2 %. The price at
which the selling shareholders offer their shares is a fixed price of $0.025 per
share for the duration of the offering. There is no arrangement to address the
possible effect of the offerings on the price of the stock. Barricode, Inc will
not receive any proceeds from the sale of the common stock by the selling
shareholders.

Securities being Offered by 2,475,000 common shares being offered by
Selling Security Holders, Selling Security Holders.
Common Stock, par value $0.001

Offering Price Per Share by $0.025 per share for the duration of the
Barricode, Inc and offering.
Selling Shareholders

Number of Shares Outstanding 17,475,000 common shares are currently issued
Before the Offering of Common and outstanding. 2,475,000 of the issued and
Shares outstanding shares are being offered for sale
under this prospectus by the Selling Security
Holders.

Number of Shares Outstanding 17,475,000 common shares.
After the Offering

Minimum Number of Shares to be None
Sold in this Offering

Use of Proceeds Barricode, Inc. will not receive any proceeds
from the sale of the common stock by the
Selling Security Holders.

Terms of the Offering The Selling Security Holders will determine
when and how they will sell the common shares
offered in this prospectus.

Termination of the Offering. The offering will conclude when all of the
2,475,000 shares of common stock have been
sold, or 90 days after this registration
statement becomes effective with the
Securities and Exchange Commission. Barricode
at its discretion may extend the offering for
an additional 90 days.

You should rely only upon the information contained in this prospectus.
Barricode, Inc. has not authorized anyone to provide you with information
different from that which is contained in this prospectus. The selling security
holders are offering to sell shares of common stock and seeking offers to buy
shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus, or of any sale of the common stock.

SUMMARY OF FINANCIAL INFORMATION

The following summary financial information for the periods stated summarizes
certain information from our financial statements included elsewhere in this
prospectus. You should read this information in conjunction with Management's
Plan of Operations and the financial statements and the related notes thereto
included elsewhere in this prospectus.

BALANCE SHEET AS OF JULY 31, 2007

Total Assets $ 16,220
Total Liabilities $ 3,779
Shareholder's Equity $ 13,720

APRIL 3, 2006 (INCEPTION) THROUGH
OPERATING DATA JULY 31, 2007

Revenue $ 0.00
Net Loss $ 14,935
Net Loss Per Share $ 0.00

As shown in the financial statements accompanying this prospectus, Barricode has
had no revenues to date and has incurred only losses since its inception. The
company has had no operations and has been issued a "going concern" opinion from
their accountants, based upon the company's reliance upon the sale of our common
stock as the sole source of funds for our future operations.

RISK FACTORS

Our company is subject to those financial risks generally associated with
development stage companies.

Since we have sustained losses since inception, we will require financing to
fund our development activities and to support our operations. However, we may
be unable to obtain such financing. We are also subject to risks factors
specific to our business strategy and industry. Rapid changes in technology,
customer demands and industry standards associated with the Internet marketplace
(e-commerce) may require us to introduce new products and services on a
continual and timely basis before profitable operations can be attained. We may
be unable to introduce new products and services on a timely basis. Moreover,
there is no guarantee that any such products will allow us to achieve profitable
operations in the future.

Barricode considers the following to be the most substantial risks to an
investor regarding this offering. Barricode should be viewed as a high-risk
investment and speculative in nature. An investment in our common stock may
result in a complete loss of the invested amount. Please consider the following
risk factors before deciding to invest in our common stock.

AUDITOR'S GOING CONCERN

THERE IS SUBSTANTIAL DOUBT ABOUT BARRICODE'S ABILITY TO CONTINUE AS A GOING
CONCERN.

Our auditor's report on our April 30, 2007 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Since our sole officer and director may be unwilling or unable
to loan or advance us additional capital, we believe that if we do not raise
additional capital over the next 12 months, we may be required to suspend or
cease the implementation of our business plans. You may be investing in a
company that will not have the funds necessary to continue to deploy its
business strategies. See "April 30, 2007 Audited Financial Statements -
Auditors Report."

As the company has been issued an opinion by its auditors that substantial doubt
exists as to whether the company can continue as a going concern, it may be
difficult for the company to attract investors.

RISKS RELATED TO OUR FINANCIAL CONDITION

SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING
REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.

The company anticipates increases in its operating expenses without realizing
any revenues from its services. Within the next 12 months, these increases in
expenses will include the costs of (i) purchasing software from third party
independent software providers for our planned document encryption and network
intrusion systems (estimated to cost $12,000) (ii) developing our web site
(estimated to cost $8,000), (ii) initiating the company's sales and marketing
capabilities, (iii) hiring staff and (iv) other general corporate and working
capital expenses.

Obtaining our planned document encryption and network intrusion software systems
and initiating our sales, marketing and distribution program will incur
significant expenses into the foreseeable future prior to any sales of our
planned products and services. There is no history upon which to base any
assumption as to the likelihood that the company will prove successful. We
cannot provide any assurance that our security software will be competitive with
other, similar software products and we may never receive enough revenue to make
our business profitable. If we are unable to address these risks, there is a
high probability that our business will fail, which will result in the loss of
your entire investment.

IF WE DO NOT OBTAIN ADDEQUATE FINANCING, OUR BUSINESS WILL FAIL, WHICH WILL
RESULT IN THE COMPLETE LOSS OF YOUR INVESTMENT.

Barricode's cash balance, as of July 31, 2007, is $16,075. However, we will
require additional financing in order to implement our business plans and
business strategy. The company is currently spending approximately $1,400 per
month.

We require significant capital over the next twelve months, to procure our
planned software systems from third party software providers and to finance our
sales and marketing initiatives. We will require additional funds to establish
our website, license an e-commerce gateway and solicit product orders from
prospective customers throughout North America. If we are not successful in
earning sufficient revenues once we have established our initial software
offerings and e-commerce services and commenced business operations, we may
require additional financing to sustain our business operations. Currently, we
do not have any arrangements for financing and can provide no assurance to
investors that we will be able to obtain financing when required. Obtaining
additional financing would be subject to a number of factors, including the
company's ability to procure attractive software at a competitive price and to
attract purchasers of its security software systems from the customers of
established software houses. These factors may have an effect on the timing,
amount, terms, or conditions of additional financing and make such additional
financing unavailable to us.

There is no guarantee that we will obtain access to capital markets in the
future or that enough financing to satisfy the cash requirements of implementing
our business strategies will be available to us on acceptable terms. Lending
institutions have restrictions on lending money to start-up companies with
little or no current or fixed assets. Our inability to obtain additional capital
on satisfactory terms when required may delay or prevent the expansion of our
business, which would have a material adverse effect upon our operations and
financial condition and cause our business and prospects to suffer.

RISK FACTORS RELATING TO OUR OFFERING

INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN
THE LOSS OF YOUR ENTIRE INVESTMENT.

A purchase of the offered shares is very speculative and involves significant
risks. The offered shares should not be purchased by any person who cannot
afford the loss of his or her entire investment. The business objectives of the
company are also speculative and we may be unable to satisfy those objectives.
Shareholders may be unable to realize a substantial return on their purchase of
the offered shares, or any return whatsoever, and may lose their entire
investment in the company. For this reason, each prospective purchaser of the
offered shares should read this prospectus and all of its exhibits carefully and
consult with their attorney, business advisor and/or investment advisor.

INVESTORS WILL PAY MORE FOR BARRICODE'S COMMON STOCK THAN THE PRO RATA PORTION
OF OUR ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMMON STOCK MAY RESULT
IN AN IMMEDIATE LOSS.

The arbitrary offering price of $0.025 per common share as determined herein, is
substantially higher than the net tangible book value per share of Barricode's
common stock. Barricode's assets do not substantiate a share price of $0.025 per
share. This premium in share price applies to the terms of this offering and
does not attempt to reflect any forward looking share price subsequent to the
company obtaining a listing on any exchange, or becoming quoted on the OTC
Bulletin Board.

SINCE BARRICODE HAS 75,000,000 AUTHORIZED SHARES, OUR MANAGEMENT COULD ISSUE
ADDITIONAL SHARES, DILLUTING THE COMPANY'S CURRENT SHARE HOLDERS' EQUITY.

The company has 75,000,000 authorized shares, of which only 17,475,000 are
currently issued and outstanding. In order to raise additional operating
captital, the company's management could, without the consent of our existing
shareholders, issue substantially more shares, causing a large dilution in the
equity position of the company's current shareholders. Additionally, large share
issuances by the company would generally have a negative impact on the company's
share price. It is possible that, due to additional share issuance, you could
loose a substantial amount, or all, of your investment.

PRESENTLY, NO PUBLIC MARKET EXISTS FOR THE COMPANY'S SHARES. WE MAY BE UNABLE
CREATE OR SUSTAIN A MARKET FOR THE COMPANY'S SHARES, IN WHICH CASE THEY MAY
BECOME EXTREMELY ILLIQUID.

There is presently no established public market for the company's shares and we
may be unable to establish or maintain a public market for the company's stock.
The offering price and other terms and conditions regarding the company's shares
have been arbitrarily determined by the company and do not bear any relationship
to assets, earnings, book value or any other objective criteria of value.
Additionally, because the company was recently formed and has only a limited
operating history and no earnings, the price of the offered shares is not based
on its past earnings and no investment banker, appraiser or other independent
third party has been consulted concerning the fairness or reasonableness of the
offering price for the shares.

IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND BE DEEMED A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERLY AFFECT THE PRICE AND LIQUIDITY
OF THE COMPANY'S SHARES.

In the event our shares are traded and our stock trades below $5.00 per share,
our stock would be deemed to be a "penny stock" and therefore subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker-dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of these securities. In addition he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge you understand the risk associated with buying penny stocks and that
you can absorb the entire loss of your investment. Penny stocks are low priced
securities that do not have a very high trading volume. Consequently, the price
of the stock is oftentimes volatile and you may not be able to buy or sell the
stock when you want.

IN THE EVENT THAT THE COMPANY IS DISOLVED, IT IS UNLIKELY THAT THERE WILL BE
SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS.

In the event that the company is dissolved, the proceeds realized from the
liquidation of its assets, if any, will be distributed to the shareholders only
after the claims of the company's creditors are satisfied. The ability of a
purchaser of offered shares to recover all or any portion of his or her purchase
price for the offered shares in that case will depend on the amount of funds
realized and the claims to be satisfied there from.

IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION,
INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.

If we file for bankruptcy protection or a petition for involuntary bankruptcy is
filed by creditors against us, your funds will become part of the bankruptcy
estate and administered according to the bankruptcy laws. As such, you will lose
your investment and your funds will be used to pay creditors and will not be
used for the sourcing, sale and distribution of our software products or
services.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS, WHICH MAY LOWER THE EXPECTED RETURNS FOR
INVESTORS.

The company does not anticipate paying dividends on its common stock in the
foreseeable future, but rather plans to retain our earnings, if any, for the
operation and expansion of our business.

WE CANNOT PROVIDE ANY GUIDANCE AS TO THE FEDERAL TAX IMPLICATIONS OR
CONSEQUENCES OF THE PURCHASE OR SALE OF THESE SHARES.

The company has obtained no ruling from the Internal Revenue Service and no
opinion of counsel with respect to the federal income tax consequences of this
offering. Consequently, the purchasers of the offered shares must evaluate for
themselves the income tax implications that result from their purchase and
possible subsequent sale of the offered shares.

RISK FACTORS RELATING TO OUR COMPANY

SINCE WE LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE,
WHICH MAY RESULT IN THE LOSS OF YOUR INVESTMENT.

Barricode is a development stage company incorporated recently to carry out the
activities described in this prospectus. Thus, we have only a limited operating
history upon which an evaluation of our prospects can be made. We were
incorporated on April 3, 2006 and to date have been involved primarily in the
preparation of this prospectus, software evaluation, organizational activities
and market research. To date we have transacted no business operations.
Therefore, we lack the historical financial data required to estimate our
planned operating expenses. These expenses are partly based on our expectations
regarding future revenues and are relatively fixed in the short term. The
company's inability to adjust spending in a timely manner to compensate for any
unexpected revenue shortfalls would adversely effect our business, financial
condition and the results of our operations.

Our prospects must be considered keeping in mind the risks, expenses and
difficulties encountered by development stage companies generally and by new
software and e-commerce businesses specifically. Unanticipated technical,
financial or operational problems may delay the implementation of our business
model and undercut our best efforts to successfully commercialize our software
products and services. Due to the foregoing risk factors, we may be unable to
achieve profitable operations.

IF WE DO NOT GENERATE ENOUGH SALES, THEN WE MAY FAIL TO ACHIEVE PROFITABILITY.
CONSEQUENTLY, INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT.

We have not yet begun the initial stages of procuring our network security
software programs. Therefore, we lack the means to evaluate whether we will be
able to meet our sales objectives. Based upon current plans, we expect to incur
operating losses in future periods due to the expenses associated with procuring
our software systems. As detailed in the above risk factors, we will incur these
loses before the company can enter the security software sales business.

As of the date of this prospectus, we have not earned any revenue. Failure to
generate revenue will cause us to go out of business and will result in the
complete loss of your investment.

OUR SOLE OFFICER AND DIRECTOR HAS NO DIRECT EXPERIENCE EITHER IN THE SOFTWARE
SALES INDUSTRY OR IN OPERATING AN E-COMMERCE BUSINESS.

Our management has no direct experience in the sales and marketing of security
software systems and has not operated a web-based business before. As a result,
our management may not be fully aware of many of the specific requirements of

operating a web-based software store. Management's decisions and choices may not
take into account the sales or distribution strategies which are commonly
deployed in the security software sales industry or in operating an e-commerce
business. Our operations, earnings and ultimate financial success could suffer
irreparable harm due to management's lack of experience in these areas. As a
result, we may have to suspend or cease operations, which will result in the
loss of your investment.

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.

The company is entirely dependent upon the efforts and abilities of Mr. Delaney,
our sole officer, director and manager. The loss of our sole officer and
director, or of other key personnel in the future, could have a material adverse
effect on our business and its prospects. We believe that all commercially
reasonable efforts have been made to minimize the risks attendant with the
departure by key personnel from service. However, replacement personnel, if any,
may not enable the company to operate profitably. We do not maintain key person
life insurance on our sole officer and director.

AS OUR SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES, HE MAY
NOT BE IN A POSITION TO DEVOTE SUFFICIENT TIME TO THE COMPANY. AS A RESULT,
PERIODIC INTERUPTIONS IN OUR OPERATIONS COULD CAUSE OUR BUSINESS TO FAIL.

Mr. Delaney, our sole officer and director, has other business activities and is
currently devoting approximately 10-12 hours per week to our operations.
However, our operations may be sporadic and occur at times which are not
convenient to Mr. Delaney, which may result in periodic interruptions or
suspensions of our business plan.

Mr. Delaney believes that we will have sufficient staff, consultants, employees,
agents, contractors and managers to adequately conduct the company's business.
If the demands of the company's business require the full business time of our
sole officer and director, he is prepared to adjust his timetable to devote more
time to the company's business. However, he may be unable to devote sufficient
time to the management of the company, which could result in periodic
interruptions in the implementation of the company's plans. Such delays could
have a significant negative effect on the success of our business.

SINCE OUR SOLE OFFICER AND DIRECTOR OWNS 86% OF BARRICODE'S OUTSTANDING COMMON
STOCK, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS.

The company's sole officer and director currently owns 85.8% of Barricode's
outstanding shares and will continue to own 85.8% of our outstanding shares
after this offering. As a result, he will be able to effectively control the
election of all members of the Board of Directors and determine all corporate
actions. Our sole officer and director's interests may differ from the interests
of other stockholders. Factors that could cause his interests to differ from the
interest of other stockholders include the impact of corporate transactions on
the timing of business operations and his ability to continue to manage the
business, in terms of the amount of time he is able to devote to the company.

THERE IS A LIMITATION ON THE LIABILITY OF OUR SOLE OFFICER AND DIRECTOR. YOU MAY
NOT FEEL COMFORTABLE INVESTING IN A COMPANY WHOSE SOLE OFFICER AND DIRECTOR HAS
LIMITED OR NO LIABILITY TO ITS SHAREHOLDERS FOR DAMAGES.

Our Articles of Incorporation include a provision eliminating or limiting the
personal liability of our sole officer and director for damages for breach of
fiduciary duty as a director or officer. Accordingly, our sole officer and
director may have no liability to the shareholders for any mistakes or errors of
judgment or for any act of omission, unless such act or omission involves
intentional misconduct, fraud or an intentional violation of the law, or results
in unlawful distributions to the shareholders.

AS THE INTERNET WILL BE THE COMPANY'S MAIN CHANNEL FOR MARKETING ITS PRODUCT
LINE, ANY SIGNIFICANT CHANGES TO THE INTERNET'S EXISTING COMMUNICATIONS
INFRASTRUCTURE WILL AFFECT OUR ABILITY TO MARKET PRODUCTS AND COULD CAUSE THE
BUSINESS TO FAIL.

Our website will be the main tool we will use in our sales process and the main
distribution channel for releasing our security software applications and
periodic upgrades to our customers. Moreover, we will rely upon e-commerce
transaction systems running on our website to receive payment for our sales of
security software services and systems. Any unreliability in, or significant
changes to, the Internet infrastructure would have a negative impact upon our
business.

Also, our website could be subject to malicious attacks by hackers and software
viruses. These attacks or viruses could render our website inoperable for a
considerable amount of time. We may not have the financial means or technical
know-how to protect our website from such attacks or to recover from such an
attack. Any long term interruption of Internet service, or interference with our
website, would have a negative impact on our ability to fulfill our business
model and our business could fail as a result.

THE COMPANY IS DEPENDANT ON THIRD-PARTY PROVIDERS FOR CERTAIN PRODUCTS AND
SERVICES. WE MAY NOT BE ABLE TO CONTINUE OPERATIONS IF THERE IS A DISRUPTION IN
THE SUPPLY OF OUR PRODUCTS AND SERVICES.

The company may be dependent upon various third parties, such as professional
programmers and technical consultants, for significant services. These services
may be provided pursuant to agreements with such providers. Inasmuch as the
capacity for certain services by certain third parties may be limited, the
inability of those third parties, for economic or other reasons, to provide
services could have a material adverse effect on the company's potential future
operations and, consequently, on the company's business, operating results and
financial performance.

RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY

WE HAVE NO OPERATING HISTORY UPON WHICH AN EVALUATION OF OUR PROSPECTS CAN BE
MADE.

We were incorporated on April 3, 2006. Since our incorporation we have focused
on market research, planning our network security software systems and designing
the e-commerce operating model for our business. We have not yet initiated our
commercial operations, services or product sales. Our lack of operating history
makes an evaluation of our business and prospects very difficult. Our prospects
must be considered speculative considering the risks, expenses and difficulties
frequently encountered by internet-based businesses and the security software
industry in general. The continued development of our planned network security
software products and services involves significant risks, which our experience,
knowledge and good judgment may be unable to overcome. These risks and
difficulties include, but are not limited to, our unproven business model, our
lack of customers, revenue or cash flow, any difficulties we may face in
managing rapid growth and our high capital expenditures.

We cannot be certain that our business strategy will be successful or that we
will successfully address these risks. Our failure to address any of the risks
described above could have a material adverse effect on our business, financial
condition and the results of our operations. Unanticipated problems, resulting
in material delays in our operations, may occur. Due to the foregoing risk
factors, we may be unable to achieve profitable operations.

THE COMPANY MAY NOT BE SUCCESSFUL IN IMPLEMENTING ITS BUSINESS STRATEGY WHICH
COULD RESULT IN THE LOSS OF AN INVESTOR'S ENTIRE INVESTMENT.

Although the company intends to pursue a strategy of aggressively marketing its
products and services, implementation of this strategy will depend in large part
on its ability to (i) establish a significant customer base among security
conscious users of computer networks and maintain favorable relationships with
those customers; (ii) effectively introduce acceptable software products,
updates and services to its customers; (iii) obtain adequate financing on
favorable terms to fund its business; (iv) maintain appropriate procedures,
policies, and systems; (v) hire, train, and retain skilled employees; and (vi)
continue to operate in the network security sector within an environment of
increasing competition. The inability of the company to obtain or maintain any

or all of these factors could impair its ability to implement its business
strategy successfully, which could have a material adverse effect on its results
of operations and financial condition.

THE COMPANY'S BUSINESS STRATEGY ANTICIPATES INTERNATIONAL SALES. THERE IS
SIGNIFICANT RISK ASSOCIATED WITH DOING BUSINESS IN INTERNATIONAL MARKETS.

We intend to market out network security software systems in the United States,
Canada and worldwide. Since a number of our principal customers may be located
in other countries, we anticipate that international sales may account for a
significant portion of our revenues. We may be unable to manage these operations
effectively, compete successfully in international markets or satisfy the
service and support requirements of our customers. Any of these factors could
well have a material adverse effect on our business, financial condition and
results of our operations.

THE COMPANY'S BUSINESS MAY BE NEGATIVELY AFFECTED IF THE COMPANY BECOMES SUBJECT
TO BURDENSOME GOVERNMENT REGULATIONS.

The company is, and will continue to be, subject to governmental regulation and
laws of general application in the various governmental jurisdictions in which
it operates or has offices. The company believes it is currently in material
compliance with all applicable regulations. Any future cost of compliance with
future regulations could have a material adverse effect on the company's
business, financial condition and results of operation.

The company is not currently subject to direct regulation by any government
agency in the United States, other than regulations applicable to businesses in
general.

IF THE COMPANY CANNOT CREATE A SIGNIFICANT MARKET FOR ITS PRODUCTS IN WHAT IS AN
EXTREMELY COMPLETIVE INDUSTRY, IT WILL FAIL.

The market for the company's network security systems and services is a growing
niche market and is rapidly changing and significantly competitive. The market
for Internet-distributed software products and services is also characterized by
rapid technological change, changing customer needs, frequent new product
introductions and evolving industry standards. These market characteristics are
exacerbated by the emerging nature of this market and the fact that many
companies are expected to introduce new and innovative network security software
products and services. Our success will depend partially on our ability to
introduce new products, services and technologies continually and on a timely
basis and to continue to improve the performance, features and reliability of
our products and services in response to both evolving demands of prospective
customers and competitive products.

Competition will probably increase significantly, as new companies enter the
network security market and current competitors expand their software products
and services. Some of the company's competitors may enjoy substantial
competitive advantages, including (i) larger market share at present; (ii) long
term, established business relationships; (iii) greater brand name recognition;
(iv) better marketing plan (v) larger production and service staff; and (vi)
financial, marketing, technical and other resources. The company needs to
compete effectively or the company may experiences pricing pressures, reduced
margins or loss of market share resulting from increased competition, its
business could therefore be adversely affected. Competition may include
companies that are larger and better capitalized than the company and that have
expertise and established name recognition. Our competitors may develop network
security software products and services that are superior to ours or achieve
greater market acceptance than the company's.

THE COMPANY MAY NOT BE ABLE TO MARKET ITS PRODUCTS VIA THE INTERNET AND MAY LOSE
MARKET SHARE AS A RESULT.

The Internet has changed traditional marketing patterns in a wide variety of
industries. The significance of personal computer usage may lead to entirely new
methods for the marketing, sales and distribution of our services and products.
The company may not be able to keep pace with the rate of change in its markets
brought about by the Internet and may lose its market and sales as a result.

OUR NET SALES COULD DECREASE IF WE BECOME SUBJECT TO SALES AND OTHER TAXES.

Our business model and the planned design of our e-commerce systems do not
anticipate that we will be required to collect sales and other taxes from our
customers. A number of proposals have been made at various federal, state and
local agencies that would impose additional taxes on the sale of goods and
services on the Internet. Such proposals, if adopted, could substantially impair
the growth of e-commerce and could adversely affect our ability to derive
financial benefit from such activities. In addition, a number of countries have
announced, or are considering, additional regulations in many of the foregoing
areas. Those laws and regulations, if enacted in the United States or elsewhere,
could have a material adverse effect on our business, operating results and
financial condition.

If one or more states or any foreign country successfully asserts that we should
collect sales or other taxes on the sale of our products, our net sales and
results of operations could be harmed. Currently, we are not required to collect
sales or other similar taxes for the physical shipments of goods into states
other than Nevada. However, one or more local, state or foreign jurisdictions
may seek to impose sales tax collection obligations on us. In addition, any new
operation in states outside Nevada could subject our shipments in such states to
state sales taxes under current or future laws. If we become obligated to
collect sales taxes, we will need to update our system of processing customers'
orders to calculate the appropriate sales tax for each customer order and to
remit the collected sales taxes to the appropriate authorities. These upgrades
would increase our operating expenses. In addition, our customers may be
discouraged from purchasing products from us because they have to pay sales tax,
causing our net sales to decrease. As a result, we may need to lower prices to
retain these customers.

THE COMPANY MAY NOT BE ABLE TO CONTINUE OPERATING IF IT IS UNABLE TO MANAGE ITS
FUTURE GROWTH.

The company expects to experience growth and expects such growth to continue for
the foreseeable future. The company's growth may place a significant strain on
its management, financial, operating, and technical resources. Failure to manage
this growth effectively could have a material adverse effect on the company's
financial condition or results of operations.

THERE MAY BE ADDITIONAL COSTS THAT WERE NOT ANTICIPATED AND THERE IS NO
CERTAINTY THAT THE COMPANY WILL BE ABLE TO RAISE THE ADDITIONAL FINANCING
NECESSARY TO COVER THESE COSTS.

Management has used reasonable efforts to assess and predict costs and expenses.
The expenses will include such items as programming consultants, equipment
rental, technical consultants, sales staff and beta testing. However, we can
offer no assurance that implementing the company's business plan may not require
more employees, capital equipment, supplies or other expenditure items than
management has predicted. Similarly, the cost of compensating additional
management, employees and consultants, or other operating costs may be more than
management's estimates, which could result in sustained losses.

THE COMPANY CANNOT OFFER ANY ASSURANCE THAT IT WILL RECEIVE SIGNIFICANT REVENUES
OR CAN ACHIEVE OPERATING PROFITS. IF THE COMPANY CANNOT MAKE A PROFIT,
SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.

There can not be an assurance that the company will be able to develop
consistent revenue or that its operations will become profitable.

THERE IS A RISK THAT THE COMPANY MAY NOT BE ABLE TO CONTINUE OFFERING ITS
PRODUCTS AND SERVICES AND MAY DISCONTINUE OPERATIONS IF IT EXPERIENCES UNINSURED
LOSSES OR AN ACT OF GOD.

The company may, but is not required to, obtain comprehensive liability and
other business insurance of the types customarily maintained by similar
businesses. There are certain types of extraordinary occurrences, however, which
may be either uninsurable or not economically insurable. For example, in the
event of a major natural disaster, the company's Internet content delivery
infrastructure could be rendered inoperable for protracted periods of time which
would adversely affect its financial condition. In the event of a major civil
disturbance, the company's operations could be adversely affected. Should such

an uninsured loss occur, the company could lose significant revenues and
financial opportunities in amounts that would not be partially or fully
compensated by insurance proceeds.

RISKS RELATED TO INVESTING IN OUR INDUSTRY

AS THE COMPANY'S PRODUCTS ARE INTENDED FOR THE NETWORK SECURITY SOFTWARE
INDUSTRY, A DOWNTURN IN THIS INDUSTRY WOULD REDUCE THE DEMAND FOR OUR SERVICES
AND PRODUCTS AND COULD MAKE OUR BUSINESS UNPROFITABLE.

The company's products and services are marketed to traditional users of
computer networks. An economic downturn in the computer network security
software market and would significantly affect the company's ability to conduct
its business and achieve profitability.

AVAILABLE INFORMATION

Barricode filed a registration statement on Form SB-2 with the Securities and
Exchange Commission, under the Securities Act of 1933, covering the securities
in this offering. As permitted by rules and regulations of the Commission, this
prospectus does not contain all of the information in the registration
statement. For further information regarding both Barricode, Inc. and the
securities in this offering, we refer you to the registration statement,
including all exhibits and schedules, which may be inspected without charge at
the public reference facilities of the Commission's Washington, D.C. office, 100
F Street, N.E., Washington, D.C. 20549. Copies may be obtained upon request and
payment of prescribed fees.

USE OF PROCEEDS

Barricode will not receive any proceeds from the sale of the securities being
registered pursuant to this statement.

DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by Barricode and do not bear any relationship to assets, earnings,
book value or any other objective criteria of value. In addition, no investment
banker, appraiser, or other independent third party has been consulted
concerning the offering price for the shares or the fairness of the offering
price used for the shares.

The price of the current offering is fixed at $0.025 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on April 3, 2006. The
company's sole officer and director paid as low as $0.001 per share, a
difference of $0.024 per share lower than the share price in this offering.

DILUTION

The Company is not selling any common shares and is not receiving any proceeds
from the sale of securities by existing shareholders.

SELLING SECURITY HOLDERS

Barricode is registering, for offer and sale, share of common stock held by
certain selling security holders listed below. The selling security holders may
offer their shares for sale on a continuous or delayed basis pursuant to Rule
415 under the 1933 Act.

To date, no steps have been taken to list Barricode's common stock on any public
exchange. We intend to apply for listing on a public exchange as soon as meeting
listing requirements; however, there is no assurance that Barricode will be

granted a listing. Moreover, even if we are granted a listing for our common
stock, the selling shareholders will be limited to selling the shares at $0.025
per share (the set offering price per share pursuant to this prospectus) until
the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an
exchange.

All of the shares registered herein will become tradable on the effective date
of this registration statement. The following table sets forth information as of
the date of this offering, with respect to the beneficial ownership of our
common stock both before and after the offering. The table includes all those
who beneficially own any of our outstanding common stock and are selling their
shares in the offering. The company is not aware of any selling security holders
being a broker-dealer or being affiliated with a broker-dealer.

NOTE: As of the date of this Prospectus, Mr. Tom Delaney, our sole officer and
director, owns 15,000,000 common shares, which are subject to Rule 144
restrictions.

The percentages determined in these calculations are based upon 17,475,000 of
our common shares issued and outstanding as of the date of this prospectus. The
following table shows the number of shares and percentage before and after the
public offering:

NAME AND ADDRESS OF OWNERSHIP BEFORE TOTAL SHARES TOTAL SHARES %
BENEFICIAL OWNERS OF BEFORE OFFERING OFFERED FOR SALE AFTER OFFERING OWNED AFTER
COMMON STOCK OFFERING (1) OFFERING

Tom Delaney 15,000,000 85.8% 0 15,000,000 85.8%
Mario Gianisell 75,000 .429% 75,000 0 0%
Alice Ouellette 75,000 .429% 75,000 0 0%
Marie St. Amand 75,000 .429% 75,000 0 0%
Mokesh Singh 75,000 .429% 75,000 0 0%
Charles Craib 75,000 .429% 75,000 0 0%
Antonio Ianiero 75,000 .429% 75,000 0 0%
Wayne Burey 75,000 .429% 75,000 0 0%
Dennis Jeffrey Cahill 75,000 .429% 75,000 0 0%
Julius Concepcion 75,000 .429% 75,000 0 0%
Kathie DeZen 75,000 .429% 75,000 0 0%
R. Scott Goddard 75,000 .429% 75,000 0 0%
Andrea Viola Munoz 75,000 .429% 75,000 0 0%
Stephanie Viola 75,000 .429% 75,000 0 0%
Kevin Wiemer 75,000 .429% 75,000 0 0%
Patricia Wiemr 75,000 .429% 75,000 0 0%
Jacob Alphonso 75,000 .429% 75,000 0 0%
Juan Carlos Dinaro 75,000 .429% 75,000 0 0%
Aaron Duguay 75,000 .429% 75,000 0 0%
Tony Galluzzo 75,000 .429% 75,000 0 0%
Jack Katz 75,000 .429% 75,000 0 0%
Mike Laurenza 75,000 .429% 75,000 0 0%
Enrico Urbano 75,000 .429% 75,000 0 0%
W. Dugan 75,000 .429% 75,000 0 0%
A. Cosentino 75,000 .429% 75,000 0 0%
Mike Bender 75,000 .429% 75,000 0 0%
Curtis Pike 75,000 .429% 75,000 0 0%
Aldo Munoz 75,000 .429% 75,000 0 0%
Robert Nalbandian 75,000 .429% 75,000 0 0%
Sandra Andrano 75,000 .429% 75,000 0 0%
Kathy Davis 75,000 .429% 75,000 0 0%
Trevor Monkman 75,000 .429% 75,000 0 0%
Mary Monkman 75,000 .429% 75,000 0 0%
Patrick Monkman 75,000 .429% 75,000 0 0%

<FN>

(1) Based on 17,475,000 common shares outstanding prior to the primary offering

EXCEPT AS PURSUANT TO APPLICABLE COMMUNITY PROPERTY LAWS, THE
PERSONS NAMED IN THIS TABLE HAVE SOLE VOTING AND INVESTMENT POWER
WITH RESPECT TO ALL SHARES OF COMMON STOCK.

</FN>

As a group, the 33 selling security holders are hereby registering 2,475,000
common shares. After the effective date of this registration statement, they may
sell theses shares at any price or time.

The shares were acquired from July 10, 2006 to October 2, 2006. We issued a
total of 2,475,000 common shares for consideration of $12,375, which was
accounted for as a purchase of common stock.

The shares owned by the selling security holders are being registered pursuant
to Rule 415 of the General Rules and Regulations of the Securities and Exchange
Commission, which Rule pertains to delayed and continuous offerings and sales of
securities. In regard to the shares offered under Rule 415, Barricode undertakes
in Part II of this registration statement to keep this registration statement
current during any period in which offers or sales are made pursuant to Rule
415.

In the event the selling security holders receive payment for the sale of their
shares, Barricode will not receive any of the proceeds from such sales.
Barricode is bearing all expenses in connection with the registration of the
shares of the selling security holders.

To our knowledge, none of the selling security holders has either (1) had a
material relationship with Barricode, other than as a shareholder as noted
above, at any time since inception, April 3, 2006, or (2) ever been an officer
or director of Barricode.

PLAN OF DISTRIBUTION

The selling security holders are registering 2,475,000 shares of common stock
for possible resale at the price of $0.025 per share. The percentage of the
total outstanding common stock being offered by the selling shareholders is
approximately 14% based upon the 17,475,000 common shares that are issued and
outstanding as of the date of this prospectus. There is no arrangement to
address the possible effect of the offerings on the price of the stock.

Barricode will not receive any proceeds from the sale of the shares by the
selling security holders. The price per share is $0.025 and will remain so
unless and until the shares are quoted on the Over-The-Counter (OTC) Bulletin
Board or an exchange. The selling security holders may sell at prevailing market
prices or privately negotiated prices only after the shares are quoted on either
the OTC Bulletin Board or an exchange. However, Barricode's common stock may
never be quoted on the OTC Bulletin Board or listed on any exchange.

If and when the common stock is quoted on the OTC Bulletin Board or listed on an
exchange, the selling security holders' shares may be sold to purchasers from
time to time directly by, and subject to the discretion of, the selling security
holders. Further, the selling security holders may occasionally offer their
shares for sale through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the selling security holders and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the selling security holders may be
sold occasionally in one or more transactions, either at an offering price that
is fixed or that may vary from transaction to transaction depending upon the
time of sale, or at prices otherwise negotiated at the time of sale. Such prices
will be determined by the selling security holders or by agreement between the
selling security holders and any underwriters.

In the event that the selling security holders enter into an agreement, after
the effective date of this registration statement, to sell their shares through
a broker-dealer that acts as an underwriter, Barricode will file a
post-effective amendment to this registration statement and to file the
agreement as an exhibit to the amended registration statement. The amendment
will identify the underwriter, provide the required information on the plan of
distribution and revise the appropriate disclosures in the registration
statement.

Any underwriter, dealer, or agent who participates in the distribution of the
securities registered in this registration statement may be deemed to be an
"underwriter" under the Securities Act. Further, any discounts, commissions, or
concessions received by any such underwriter, dealer or agent may be deemed to
be underwriting discounts and commissions under the Securities Act. If and when
a particular offer is made by or on the behalf of the selling security holders,
we will prepare a registration statement, including any necessary supplements
thereto, setting forth the number of shares of common stock and other securities
offered and the terms of the offering, including:

(a) the name or names of any underwriters, dealers, or agents, the
purchase price paid by any underwriters for the shares purchased from
the selling security holders, and

(b) any discounts, commissions and other items constituting compensation
from the selling security holders, and

(d) the proposed selling price to the public.

Pursuant to Regulation M of the General Rules and Regulations of the Securities
and Exchange Commission, no person engaged in a distribution of securities on
behalf of a selling security holder may simultaneously bid for, purchase or
attempt to induce any person to bid for or purchase securities of the same class
during the period of time starting five business days prior to the commencement
of such distribution and continuing until the selling security holder, or other
person engaged in the distribution, is no longer a participant in the
distribution.

In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in such states only through registered or
licensed brokers or dealers in those states. In addition, in certain states, the
securities may not be offered or sold unless they have been registered or
qualified for sale in such states or an exemption from such registration or
qualification requirement is available and with which Barricode has complied.

In addition and without limiting the foregoing, the selling security holders
will be subject to applicable provisions, rules and regulations under the
Exchange Act with regard to security transactions during the period of time when
this registration statement is effective.

Barricode will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states) other
than commissions, expenses, reimbursements and discounts of underwriters,
dealers or agents, if any.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge no
such proceedings are threatened or contemplated by any party.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

OFFICERS AND DIRECTORS

Our sole officer and director is elected by the Board of Directors to a term of
one (1) year and serves until his successor is duly elected and qualified, or
until he is removed from office. The Board of Directors has no nominating or
compensation committees. The company's current Audit Committee consists of our
sole officer and director.

The name, address, age and position of our present sole officer and director is
set forth below:

Name and Address Age Position(s)

Tom Delaney, 54 President, Secretary/Treasurer,
3688 Nashau Drive, Unit #9, Chief Financial Officer, and
Mississauga, ON Canada Chairman of the Board of Directors.
L4V 1M5

The person named above has held his offices/positions since inception of our
company and is expected to hold his offices/positions at least until the next
annual meeting of our stockholders.

BACKGROUND OF OFFICER AND DIRECTOR

Thomas E. Delaney, President

Tom Delaney was the Regional manager for Biway Stores (Dylex Corporation) for
seventeen years. In 1996 he joined a small import/export closeout as the
Canadian buyer for merchandise closeouts.

In 2001, Mr. Delaney and a partner opened Secure Product Management, Inc. The
company sells closeout merchandise to discount store across Canada and has a
sales force of eleven people.

CONFLICTS OF INTEREST

At the present time, the company does not foresee any direct conflict of
interest between Mr. Delaney's current position and his involvement in
Barricode.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Mr. Delaney, our sole officer and director, is currently our only employee and
the only stockholder to own 5% or more of Barricode's total number of
outstanding shares. Thus, the following table sets forth, as of the date of this
prospectus, the total number of shares owned beneficially by our sole officer
and director, key employees (individually and as a group) and the present owners
of 5% or more of our total outstanding shares. The table also reflects this
ownership assuming the completion of the sale of all of the shares in this
offering. The stockholder listed below has direct ownership of his shares and
possesses sole voting and dispositive power with respect to the shares.

Percentage of Ownership
Name and Address Number of Shares Number of Shares After After the offering
Beneficial Owner [1] Before the offering offering Assuming all of Assuming all of the
the Shares are Sold Shares are Sold

Tom Delaney, 15,000,000 15,000,000 85.8%
3688 Nashua Drive, Unit #9
Mississauga, ON Canada
L4V 1M5

All Officers and Directors 15,000,000 15,000,000 85.8%
as a Group (1 person)

<FN>

[1] The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his direct and indirect stock holdings. Mr.
Delaney is the only "promoter" of our company.

</FN>

FUTURE SALES BY EXISTING STOCKHOLDERS

On April 26, 2006, a total of 15,000,000 shares of common stock were issued to
our sole officer and director, all of which are restricted securities, as
defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Securities Act. The shares were acquired Under Rule 144, the shares can be
publicly sold, subject to volume restrictions and restrictions on the manner of
sale, commencing April 26, 2007, one year after their acquisition. Under Rule
144, a shareholder can sell up to 1% of total outstanding shares every three
months in brokers' transactions. Shares purchased in this offering, which will

be immediately resalable, and sales of all of our other shares after applicable
restrictions expire, could have a depressive effect on the market price, if any,
of our common stock and the shares we are offering.

Our sole officer and director will continue to own the majority of Barricode's
common stock after the offering, regardless of the number of shares sold. Since
he will continue control our company after the offering, investors in this
offering will be unable to change the course of our operations. Thus, the shares
we are offering lack the value normally attributable to voting rights. This
could result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.

As a group, the 33 selling security holders are hereby registering 2,475,000
common shares. The price per share is $0.025 and will remain so unless and until
the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an
exchange. The selling security holders may sell at prevailing market prices or
privately negotiated prices only after the shares are quoted on either the OTC
Bulletin Board or an exchange (please see "Plan of Distribution" below).

The shares owned by the selling security holders were acquired from July 10 to
October 2 of 2006. We issued a total of 2,475,000 common shares for
consideration of $12,375, which was accounted for as a purchase of common stock.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. The holders of our common stock:

* Have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors,

* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs,

* have neither preemptive, subscription or conversion rights, nor redemption
or sinking fund provisions or rights, and

* are entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of our securities.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, present
stockholders will own approximately 86% of our outstanding shares.

CASH DIVIDENDS

As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

ANTI-TAKEOVER PROVISIONS

There are no Nevada anti-takeover provisions that may have the affect of
delaying or preventing a change in our control. Provisions 78.378 through
78.3793 of the Nevada Revised Statutes relates to control share acquisitions
that may delay to make more difficult acquisitions or changes in our control.
However, these provisions only apply when we have 200 or more stockholders of
record, at least 100 of whom have addresses in the State of Nevada appearing on
our stock ledger, and we do business in this state directly or through an
affiliated corporation. Neither of the foregoing events seems likely to occur.
Currently, we have no Nevada shareholders and, since this offering will not be
made in the State of Nevada, no shares will be sold to Nevada residents.
Further, we do not do business in Nevada directly or through an affiliate
corporation and we do not intend to do business in the State of Nevada in the
future. Accordingly, there are no anti-takeover provisions that have the affect
of delaying or preventing a change in our control.

REPORTING

After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time as a
transfer agent is retained, Barricode will act as its own transfer agent.

STOCK OPTION PLAN

The Board of Directors of Barricode has not adopted a stock option plan. The
company has no plans to adopt a stock option plan, but may choose to do so in
the future. If such a plan is adopted, it may be administered by the board, or a
committee appointed by the board. The committee would have the power to modify,
extend or renew outstanding options and to authorize the grant of new options in
substitution therefore, provided that any such action may not, without the
written consent of the optionee, impair any rights under any option previously
granted. Barricode may develop an incentive based stock option plan for its sole
officer and director and may reserve up to 10% of its outstanding shares of
common stock for that purpose.

STOCK AWARDS PLAN

The company has not adopted a Stock Awards Plan, but may do so in the future.
The terms of any such plan have not been determined.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES LIABILITIES

Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

ORGANIZATION WITHIN THE LAST FIVE YEARS

We were incorporated on April 3, 2006 under the laws of the State of Nevada. On
that date, Tom Delaney was appointed as our sole director. Mr. Delaney was also
appointed as President, Secretary, Treasurer and Chief Executive Officer.

DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Barricode, Inc. ("Barricode, Inc," the "company," "we," "us") was incorporated
in the State of Nevada as a for-profit company on April 3, 2006 and established
a fiscal year end of April 30. The company is a development-stage company
organized to enter into the security software industry specializing in the sale
of easy-to-use security software. The company plans to provide three products,
ChainMail, ChainMail Pro and Impass, by adding value (through packaging,
distribution and support) to open-source network security software applications
provided by independent third party developers.

ChainMail is an easy to use document protection (encryption) application that we
plan to provide as freeware. ChainMail Pro is a retail version of ChainMail that
will have more features and functionality than the freeware version. Impasse is
our planned network intrusion detection application that will monitor network
activity and detect activity that indicates the presence of an intruder. This
software is intended to work seamlessly in the background with minimal
intervention by the computer user. The company believes that computer users wish
to use computers to be more productive and do not wish to spend time leaning to
use new applications or initiate security routines on a day-to-day basis.

Barricode capitalizes on the digital nature of the software market. Once we
obtain our network security applications, replication and distribution is a low
overhead operation, particularly when the preferred distribution mechanism is
the Internet. While Barricode will make available CD versions of its products,
the majority of products will be delivered electronically using the Internet.
Electronic delivery and distribution means that Barricode will not need to
acquire a large warehouse or office facilities in order to deliver its products.
Digital replication and digital delivery mean lower production costs, lower
startup costs, lower overhead, more attractive pricing and higher profitability.

The Internet has well established dissemination and distribution mechanisms in
place that allow companies like Barricode to establish a core group of users in
a short period of time. Barricode will have freeware and demo versions of its
products that can take advantage of these free distribution mechanisms and which
can send products rapidly throughout the Internet community. Website such as
www.shareware.com, www.download.com, and www.zdnet.com collectively receive
millions of visitors each month and the newest products are downloaded hundreds
of thousands of times in a given month. One popular freeware security software
product, Zone Alarm has been downloaded by over 13 million people.

Barricode is designed to be a "light" company which is responsive to market
conditions. The Internet is still a frontier and is going through cycles of
rapid growth followed by periods of cutbacks. Internet companies are being
merged, consolidated and acquired at an ever increasing pace. Barricode

recognizes these market conditions and has a strategy to manage growth through
these cycles. Barricode will use strategic outsourcing, telecommuting, strategic
alliances and a core group of effective managers to minimize the effects of
these market swings.

The company goal is to become the preeminent supplier of easy-to-use security
software that works seamlessly in the background to protect computers and
networks. Our "set it and forget it" philosophy frees the user to concentrate on
work that makes them more productive, rather than dealing with security as
another task that requires attention on a daily basis.

The greatest risk we have in our business is the volatility of the Internet.
Companies are going through rapid growth followed later by large cuts to their
workforce. We feel we can overcome these risks using our approach of being a
light, responsive company. We intend to manage our growth and minimize large
staff fluctuations by being flexible to changes, using a motivated core group of
employees, encouraging telecommunicating and implementing strategic outsourcing.

Our products are unique because most security products call for a significant
level of computer user intervention, knowledge and expertise that is a barrier
to their use. We have an advantage in the marketplace because our products are
designed to be intuitive, easy-to-use, and work seamlessly in the user's
background while still affording a high level of protection. The opportunities
before us are significant; we have the opportunity to garner a loyal following
of computer users that appreciate our approach to ease-of-use and seamless
background operation.

BUSINESS OF THE ISSUER

Barricode, Inc will own and operate a website located at www.barricode.com. This
website will feature the current products and news of any future products.
Product documentation including user's manuals, product registration and other
supporting documentation will also be delivered electronically from our web site
in Adobe PDF format.

The company's primary revenue stream is derived from subscribers who pay a
recurring monthly fee to obtain security threat updates and computer protection
software. The majority of subscribers pay for the material by using a credit
card. A small percentage of the subscribers, less than two percent (2%), are
expected to pay by using a money order sent via the post office.

One of the major keys to the company's success will be subscriber loyalty
through the regular addition of new security features, patches, functionality
and content.

MARKET OPPORTUNITY

Most Internet security companies have focused their efforts on large
multi-computer network security products. These products with their incumbent
high costs and IT focus are beyond the need of the average SOHO (Small Office -
Home Office) and small business user. These products are not only too expensive
for the average computer owner, but their complexities take them out of the
realm of the computer expertise of most people. Barricode with its focus on low
cost easy-to-use products is intent on capitalizing on this lucrative and
largely untapped market.

A typical customer for our products will be someone that uses a computer either
for business or personal use and has a full-time connection to the Internet.
They are motivated to buy our product because of fears of hackers, viruses, lost
data and monetary losses associated with a compromised computer system. Recent
events have brought an increased focus to the areas of network security, data
loss to hackers and the threat of cyber-terrorism. We feel our customers will
perceive our products as being a good source of protection while not burdening
them with steep learning curves and remembered security protocols.

DISTRIBUTION OF OUR PRODUCTS

Certain high traffic sites exist on the Internet where software developers can
distribute their freeware software products at essentially no cost. Sites such
as www.shareware.com, www.download.com and Zdnet allow and even encourage
developers to submit products for download. In the case of Zdnet, (publishers of
PC magazine among others) they will even publish a review of your product if
they like it and they will feature it on the download section.

These sites are well established and routinely generate millions of visitors
every month. A small download file size also encourages users to try out a
product. ChainMail is expected to be well under a megabyte and will certainly be
downloaded often.

In addition, both the freeware version of ChainMail and the trial version of
Impasse will be available from the Barricode website. Our own marketing will be
directed at bringing visitors to the website where they will be encouraged to
download and purchase products. Our marketing efforts will include getting
positive reviews from other computer and security magazines and websites.

SELLING FULL VERSIONS OF OUR PRODUCTS

Most of the cost of providing our planned network security products will be
incurred "up front" and limited to the initial costs of sourcing our planned
open-source applications from third party software developers. Once the products
are ready to distribute, replication costs are quite low. Barricode's selling
strategy is to recover these initial costs by widely distributing a relatively
inexpensive product. Also, smaller ticket items sell more readily than larger
more expensive packages. As our product proliferates, we will begin to release
it on other major world languages; Spanish, Japanese, German, French in order of
their prominence on the Internet.

The characteristics of our products; small download file size, easy
installation, ease-of-use and comprehensive functionality will encourage users
of our freeware and trial versions to purchase the full version of the software.
Purchasing and delivery of full versions of our products will be accomplished
electronically through our website resulting in low overhead and higher profits.
Our website will also evolve over time to be a source of product support and
security information to better serve our customers and encourage additional
sales.

E-COMMERCE GATEWAYS

Our strategy also calls for the use of existing e-commerce gateways to transact
paid versions of our products and keep both startup costs and overhead to a
minimum. These e-commerce gateways such as Cybersource and Digital River accept
most of the major credit cards, such as Visa, Mastercard and Amex and manage the
processing of the credit card transactions. E-commerce gateways alleviate the
need to do things such as; open merchant accounts for each card and currency,
develop costly in-house monetary transaction systems, manage fraud screening and
card alerts. E-commerce gateways may charge an initiation fee but make most of
their revenue from commissions paid out of each transaction. Using e-commerce
gateways can also reduce our own staffing requirements as revenues are paid into
our account and statements provided for all transactions resulting in little or
no paper work for Barricode. We are also never in possession of credit card
numbers or card information that may be a security concern at our end.

The customer will initiate the purchase from Barricode's website and the
transaction will be accomplished invisibly through the e-commerce gateway.
Purchasers will never leave the Barricode website and will likely not be aware
that the transaction was handled by a third party. This means that the purchaser
can continue to browse the Barricode website and will have the opportunity to
find out about other Barricode products and make additional purchases.

PRODUCT DESCRIPTIONS

CHAINMAIL

ChainMail is planned to be an easy-to-use document and file protection program.
ChainMail will encrypt documents and attachments using military-grade 128 bit
encryption to protect important files from unauthorized access. ChainMail will
be used to protect documents stored on stand-alone systems, on networked
computers and can send protected documents over the Internet.

FEATURES: ChainMail will look and feel like WordPad but it will be an easier
encryption program to use. ChainMail will utilize 128 bit encryption and a very
fast encryption engine to save files in common word processor extensions (.doc,
..txt, .rtf). It will encrypt all attachments (digital images, spreadsheets, Word

docs). It will have a built-in sender authentication (helps prevent
interception, redirection & spoofing) and protects against attacks from Trojans,
Worms and malicious VB Scripts. The program will be MAPI Compliant and work with
most email programs such as MS Outlook. (After sending email an encrypted copy
is automatically saved in Sent Items folder) It will be used with web-based
email programs such as Hotmail. It will be free so the user you can send
encrypted email to any Windows' user world wide. It will also be compatible with
most Windows operating systems (98, NT, ME, 2000, XP)

We are looking at other possible uses for the core technology behind the
ChainMail encryption engine. This core technology could be reconfigured to be
used in web based applications such as Instant Messaging (IM) and possibly as a
secure point-to-point tunneling protocol (PTP-TP) which would allow for
authorization and secure access to intranets and subscription based websites.
Currently secure web access is a complicated and expensive process. The
ChainMail Pro engine could be adapted to make this an easy to set up process.
Preliminary indications are that there will be significant interest in this
product should we deploy it.

CHAINMAIL PRO

ChainMail Pro will be an easy method of communicating securely by email. No
knowledge of encryption or security will be required by the user. It will not
require any passwords (except for the one you login with) and just one click is
needed to set-up a secure communication with other ChainMail Pro users. It will
be compatible with ChainMail freeware version so users will be able to
communicate securely with any Windows' user.

ChainMail Pro will use Public Key Infrastructure (PKI). With PKI users can
freely distribute the code used to encrypt documents while retaining a secret
key that can unlock the messages. Most PKI implementations require a significant
knowledge of computers and encryption. ChainMail Pro will take all the mystery
and complexity away and allow for one-click setup of secure communications
between individuals. After setup, the security will work seamlessly in the
background.

IMPASSE

Impasse is planned to be a full function, Intrusions-Detection System providing
real-time detection of security violations on single-target host and Networked
Window systems. The program will provide an intuitive and easy to employ
interface and takes the guesswork and insecurity out of setting up a firewall or
virus detection system. Impasse will monitor and scan access ports for unusual
or malicious behavior and automatically shut down or alert user to such
activity. Barricode's planned proprietary algorithms will employ a
signature-based analysis of known attacks and will update the attack signatures.
Impasse is intended to be a distributed scalable tool suite for tracking,
recording, and alerting users to malicious activity across networks of any size
employing network surveillance, attack isolation and automated response. Impasse
will produce transparent and readable logging with clear explanations of
possible threats and have automated features to deal with them. It will feature
automated updating of Intrusion Signature Analysis on all active ports used in
backdoors, Trojans and Worms. Port shuffling will be included for Honeypot
redirection. Internal Intrusion Sniffers and Port Session Sniffers will allow
for full customization and secret capturing of incoming TCP or UDP intrusion
information. Impasse will secure all ports mis-configured or bypassed by
backdoors in the Firewall. Impasse will be able to alert user by page, telephone
or email of an intrusion should such intrusion need to be tracked or log for
legal purposes.

MARKETING

Our marketing plan is based on the following fundamentals:

We estimate that the current security software market has fewer than 500
companies. Some are larger companies with a broad range of products, while
others are older, well-established companies that specialize in large
multi-tiered networks. Many, however, are small companies with a variety of
products, some of which compete with us and some that can be used in concert
with our products. We feel that, since the market is so new and growing so
rapidly, there is an opportunity for a company with one or more good products,
such as those we plan to offer.

People want easy-to-use software products. Internet surveys confirm that users
want their computers to contribute to their productivity. They do not want to
spend large amounts of time on administrative functions, maintenance and

computer security. With Barricode's commitment to ease-of-use, seamless
background functionality and "set it and forget it" installation, we feel that
users will adopt our programs for the time-savings we provide, as well as the
feeling of security they will get from using our products to protect their
sensitive data. Our initial marketing efforts may include:

- - Participating in security software industry trade shows and conferences,
such as the annual EDUCAUSE & Internet2 Security Professionals Conference.
- - Direct marketing.
- - Trade Magazine and online advertising.
- - Approaching security software industry organizations.

SELLING FULL VERSIONS OF OUR PRODUCTS

With shareware based software products, most (if not all) of the costs are
incurred up front in purchases form third party software developers. Once the
product is ready to distribute, replication costs are quite low. Barricode's
selling strategy is to recover the cost of sourcing our planned security
applications by widely distributing a relatively inexpensive product. Also,
smaller ticket items sell more readily than larger more expensive packages. As
our product proliferates, we will begin to release it on other major world
languages; Spanish, Japanese, German, French, in order of their prominence on
the Internet.

The characteristics of our products - small download file size,
ease-of-installation, ease-of-use and comprehensive functionality - will
encourage users of our freeware and trial versions to purchase the full version
of the software. Purchasing and delivery of full versions of our products will
be accomplished electronically through our website resulting in low overhead and
higher profits.

Our website will also evolve over time to be a source of product support and
security information to better serve our customers and encourage additional
sales.

SALES STRATEGY

The Internet is an ideal dissemination and distribution mechanism for digital
products. Many sites exist on the Internet that actively promote freeware and
demo software. Download.com and Shareware.com will accept software for
distribution for no charge and online magazine publisher ZDNet.com (Ziff Davis
Publishing) publishers of PC Magazine will review and rate products and if they
like them will become an "Editor's Choice" and receive prominent billing and
links to downloads. We feel that ChainMail is a strong candidate for this award.
ZDNet gets more than 3 million visitors every month.

Digital products and digital delivery make for low-overhead cost efficient
products. Barricode will offer free downloads of freeware and demo versions of
our products and purchases of full versions will occur through our website as
well. This means that we do not need a large bricks and mortar infrastructure to
support our product distribution mechanisms. Office space can be kept to a
minimum. We can use telecommunicating where possible and can manage rapid growth
by outsourcing many aspects of our company's needs.

PRICING

Our pricing strategy is to have low prices to encourage early adoption and we
plan on offering unlimited upgrades for our paid versions as a further incentive
to purchase.

We arrived at our pricing based on the current market condition. Most Internet
security companies have focused their efforts on large multi-computer network
security products. These products with their incumbent high costs and IT focus
are out of reach of the average SOHO (Small Office - Home Office) and small
business user. These products are not only too expensive for the average
computer owner, but their complexities take them out of the realm of the
expertise of most computer users. Barricode, with its focus on low cost
easy-to-use products, is intent on capitalizing on this lucrative and largely
untapped market.

DIRECT COMPETITION

We will compete directly with larger companies like Symantec, Cisco, Checkpoint,
ISS, IBM and Microsoft as well as other smaller companies that produce security
software. We feel that with our focus on ease-of-use and seamless background
operation there is a considerable opportunity for us in this market. Barricode
firmly believes that computer users would rather concentrate on the tasks that
make them more productive than be concerned with the day-to-day aspects of
computer security.

The features of Barricode proposed network security products that will make them
stand out from the competition are primarily ease-of-use and seamless background
functionality. Barricode products are designed so that the user can "set it and
forget it". Installation will be easy even for new computer users and our
products will be designed to operate in the background wherever possible and not
place demands on the user to have any level of security knowledge or computer
expertise.

Others in the market are able to provide products that have similar
functionality. However, our competitors' products are often difficult to use and
require that the user have an understanding of security issues and an above
average level of technical proficiency with computers. The ease of use of our
proposed network security applications will distinguish them from competing
products in the market.

STAFFING

As of July 31, 2007, Barricode, Inc has no permanent staff other than its
sole officer and director, Mr. Tom Delaney, who is the President and Chairman of
the company. Mr. Delaney is self-employed and has the flexibility to work on
Barricode, Inc up to 12 hours per week. He is prepared to devote more time, as
may be required. He is not being paid at present.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

To date, Barricode, Inc does not have any employees other than its current
officer and director, Mr. Delaney, who has not been compensated for any of his
services as of this date. There are not any employment agreements in existence.
The company presently does not have, pension, health, annuity, insurance, stock
options, profit sharing or similar benefit plans; however, the company may adopt
plans in the future. There are presently no personal benefits available to the
company's sole officer and director.

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this prospectus. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our plans or predictions.
Please see the section of this prospectus entitled "Forward Looking Statements".

COMPANY OVERVIEW

We are a development stage company recently organized to provide computer
network security software systems. We have not yet generated or realized any
revenues from our business operations.

From inception to July 31, 2007 the company's business operations have
primarily been focused on planning our proposed email encryption and network
intrusion software systems, developing an executive e-commerce marketing
strategy, industry market research and competitive analysis. We have also
researched the raising of capital through the private placement of common
shares, and dedicated time to the preparation of its registration statement,
including accounting and auditing.

Our auditors have issued a "going concern" opinion. This means that there is
substantial doubt that we can continue as an on-going business unless, over the
next 12 months, we obtain additional capital to pay our bills. This is because
we have not generated any revenues and no revenues are anticipated until we
begin sourcing and selling our products. Accordingly, over the twelve month
period beginning on the effective date of this registration statement, we must

raise cash, from sources other than the sale of our product line, to implement
our business strategy and stay in business. If we are successful in raising
funds over the next 12 months, our success or failure will then be determined by
our ability to source our plush products, develop our website and e-commerce
systems and begin our sales process.

As of July 31, 2007, Barricode had $16,075 cash on hand and in the bank.
Management believes this amount will satisfy our cash requirements for the next
twelve months or until such time that additional proceeds are raised. We plan to
satisfy our future cash requirements - primarily the working capital required
for the development of our e-commerce systems and marketing campaign and to
offset legal and accounting fees - by additional equity financing. This will
likely be in the form of private placements of common stock. No additional
offering is being prepared at present.

Management believes that if subsequent private placements are successful, we
will generate sales revenue within the following twelve months thereof. However,
additional equity financing may not be available to us on acceptable terms or at
all, and thus we could fail to satisfy our future cash requirements.

If Barricode is unsuccessful in raising the additional proceeds through a
private placement offering it will then have to seek additional funds through
debt financing, which would be highly difficult for a new development stage
company to secure. Therefore, the company is highly dependent upon the success
of the anticipated private placement offering described herein and the failure
thereof would result in Barricode having to seek capital from other resources,
such as debt financing, which may not even be available to the company. However,
if such financing were available, because Barricode is a development stage
company with no operations to date, it would likely have to pay additional costs
associated with high risk loans and be subject to an above-market interest rate.
At such time as these funds are required, management will evaluate the terms of
such debt financing and determine whether the business could sustain operations,
growth and manage its debt load. If Barricode cannot raise additional proceeds
via a private placement of its common stock or secure debt financing, it would
be required to cease business operations. As a result, investors in Barricode's
common stock would lose all of their investment.

Barricode does not anticipate researching any further products or services in
addition to those described above. Barricode does not expect the purchase or
sale of plant or any significant equipment, and Barricode does not anticipate
any change in the number of our employees. Barricode's current material
commitments include the total costs of the planned offering as provided herein
estimated at $5,257.

Barricode has no current plans, preliminary or otherwise, to merge with any
other entity.

PLAN OF OPERATION

One of the advantages of working with shareware network applications is that
they can be licensed in stages and expanded and enhanced over time. Over the 12
month period starting upon the effective date of this registration statement,
the company must raise capital and start the staged procurement of our security
software systems.

The first step is to obtain open-source e-mail encryption and network intrusion
software applications that we can customize to provide initial freeware security
applications to a wide variety of computer users (estimated to cost $7,000). We
expect to complete this step within 120 days of the effective date of this
registration statement.

The next stage is contracting with a third party e-commerce gateway provider to
support our e-commerce transactions software required to distribute and receive
payment for our proposed software products. (estimated to cost $7,000). We
expect to have this license within 180 days of the effective date of this
registration statement.

The final stage is procuring client functionality modules in order to augment
the network intrusion systems with automatic periodic updates of resident threat
signatures and website integration (estimated to cost $8,000). We expect these
systems to be ready within 360 days of the effective date of this registration
statement.

During this period of time we will initiate our marketing initiative to attract
a large number customers (personal and institutional computer network users) for
our security systems (estimated to cost $15,000).

If we can complete these stages and we receive a positive reaction from our
potential customers, we will attempt to raise money through a private placement,
public offering or through loans to purchase additional inventory or finance
large product orders.

At present, our sole officer and director is unwilling to make any commitment to
loan us any but may reconsider if we obtain desirable products at reasonable
pricing. His unwillingness to loan us additional money at this time is simply
because he does not want to. At the present time, we have not made any
arrangements to raise additional cash. If we need additional cash but are unable
to raise it, we will either suspend marketing operations until we do raise the
cash, or cease operations entirely. Other than as described in this paragraph,
we have no other financing plans.

If we are unable to complete any phase of our systems development or marketing
efforts because we don't have enough money, we will cease our development and or
marketing operations until we raise money. Attempting to raise capital after
failing in any phase of our software procurement plan would be difficult. As
such, if we cannot secure additional proceeds we will have to cease operations
and investors would lose their entire investment.

Management does not plan to hire additional employees at this time. Our sole
officer and director will be responsible for the initial product sourcing. Once
the company begins building its Internet website, it will hire an independent
consultant to build the site. The company also intends to hire sales
representatives initially on a commission only basis to keep administrative
overhead to a minimum.

OFF BALANCE SHEET ARRANGEMENTS

The company has no off balance sheet arrangements with any party.

DESCRIPTION OF PROPERTY

The company does not own any real estate or other properties and has not entered
into any long term lease or rental agreements for property. The company
currently rents shared office space on a monthly basis, located at Suite112
North Curry Street, Carson City, Nevada, 89703 and our telephone number is (775)
284-3769 and the fax is (775) 546-6150. The company believes that its present
office facilities are sufficient to accommodate its business requirements up to
and until such a time that it begins operations.

CERTAIN TRANSACTIONS

Tom Delaney, our sole officer and director, has not received and will not
receive anything of value, directly or indirectly, from the company. Moreover,
the company has not received, and will not receive, any assets or other
consideration from Mr. Delaney, other than those managerial services he is
required to perform as our sole officer and director.

On April 26, 2006 we issued a total of 15,000,000 shares of common stock to Tom
Delaney, our sole Officer and Director, for total cash consideration of $15,000.

From July 10, 2006 through to October 2, 2006 we issued a total of 2,475,000
common shares for consideration of $12,375, which was accounted for as a
purchase of common stock.

EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION

Barricode has made no provisions for paying cash or non-cash compensation to its
sole officer and director. No salaries are being paid at the present time and
none will be paid unless and until our operations generate sufficient cash
flows.

The following table sets forth the compensation paid by us from inception on
April 3, 2006 through July 31, 2007. The compensation addresses all compensation

awarded to, earned by, or paid to our named executive officer up to July 31,
2007. This information includes the dollar value of base salaries, bonus awards
and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

Name and Year Salary Bonus Stock Option Non-Equity Non-Qualified All Other Total
Principal (US$) (US$) Awards Awards Incentive Plan Deferred Compensation (US$)
Position (US$) (US$) Compensation Compensation (US$)
(US$) (US$)

Tom Delaney 2006 0 0 0 0 0 0 0 0
President 2007 0 0 0 0 0 0 0 0

We did not pay any salaries in 2006 or 2007. We do not anticipate beginning to
pay salaries until we have adequate funds to do so. There are no other stock
option plans, retirement, pension, or profit sharing plans for the benefit of
our officers and director other than as described herein.

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.

EMPLOYMENT AGREEMENTS

At this time, Barricode has not entered into any employment agreements with our
sole officer and director. If there is sufficient cash flow available from our
future operations, the company may in the future enter into employment
agreements with our sole officer and director, or future key staff members.

EXPERTS

Our financial statements for the period from inception to April 30, 2007 have
been audited and our financial statements for the quarter ended July 31, 2007
have been reviewed by Moore and Associates, Chartered 2675 S. Jones Blvd., Suite
109, Los Vegas, NV 89146, as set forth in their report included in this
Prospectus. Their report is provided on their authority as experts in accounting
and auditing.

Thomas E. Puzzo, Attorney at Law, 4216 NE 70th Street Seattle, WA 98115 has
acted as our legal counsel. Mr. Puzzo has opined upon the legality of the
2,475,000 shares of common stock being registered on behalf of the selling
security holders by way of this prospectus.

FINANCIAL STATEMENTS

Our fiscal year end is April 30. We will provide audited financial statements to
our stockholders on an annual basis; as prepared by an Independent Certified
Public Accountant. Our financial statements immediately follow:

FINANCIAL STATEMENTS to April 30, 2007
Report of independent registered public accounting firm
Balance Sheets
Statements of Operations
Statement of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements

INTERIM FINANCIAL STATEMENTS to July 31, 2007
Report of independent registered public accounting firm
Interim Balance Sheets
Interim Statements of Operations
Interim Statement of Stockholders' Equity
Interim Statements of Cash Flows
Notes to the Financial Statements

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

APRIL 30, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Barricode Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Barricode Inc. as of April
30, 2007 and April 30, 2006, and the related statements of operations,
stockholders' equity and cash flows for the years then ended and since inception
on April 6, 2006, through April 30, 2007. 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 Barricode Inc. as of April 30,
2007 and April 30, 2006 and the results of its operations and its cash flows
from for the years then ended and since inception on April 6, 2006, through
April 30, 2007, 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. As discussed in Note 1 to the
financial statements, the Company has incurred a cumulative net loss of $9,970
since inception April 3, 2006 which raises substantial doubt about the Company's
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ MOORE & ASSOCIATES, CHARTERED
_________________________________
Moore & Associates Chartered
Las Vegas, Nevada
August 30, 2007

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(AUDITED)

April 30, 2007 April 30, 2006
_______________________________________________________________________________________________________________

ASSETS
CURRENT ASSETS
Cash $ 26,112 $ -
===============================================================================================================

26,112 -

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Due to related party (Note 5) $ 1,279 $ 1,279
Accrual of Expenses 7,428 -
_______________________________________________________________________________________________________________
8,707 1,279

STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
17,475,000 shares of common stock (April 26, 2006 - 15,000,000) 17,475 15,000
Additional paid-in capital 9,900 -
Share subscription receivable - (15,000)
Deficit accumulated during the development stage (9,970) (1,279)
_______________________________________________________________________________________________________________
Total Stockholders' Equity 17,405 -
_______________________________________________________________________________________________________________
Total liabilities & Stockholders' Equity $ 26,112 $ -
===============================================================================================================

The accompanying notes are an integral part of these financial statements.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(AUDITED)

Cumulative from
Year ended Year ended inception (April
April 30, 2007 April 30, 2006 3, 2006) to
April 30, 2007
___________________________________________________________________________________________________

EXPENSES

Office and general $ 691 $ 1,279 $ 1,970
Professional fees 8,000 - 8,000
___________________________________________________________________________________________________
NET LOSS $ (8,691) $ (1,279) $ (9,970)
===================================================================================================

BASIC AND DILUTED LOSS PER SHARE $ 0.00 $ 0.00
===================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- - BASIC AND DILUTED 15,778,125 2,777,778
===================================================================================================

The accompanying notes are an integral part of these financial statements.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM INCEPTION (APRIL 3, 2006) TO APRIL 30, 2007

(AUDITED)

Deficit
Common Stock Accumulated
______________________ Additional During the
Number of Paid-in Development Subscription
shares Amount Capital Stage Receivable Total
________________________________________________________________________________________________________________________________

Balance, April 3,2006 - $ - $ - $ - $ - $ -
________________________________________________________________________________________________________________________________

Common stock issued at $0.001 per
share on April 26, 2006 15,000,000 15,000 - - (15,000) -

Net loss for year ended April 30, 2006 - - - (1,279) (1,279)
________________________________________________________________________________________________________________________________

Balance, April 30, 2006 15,000,000 15,000 (1,279) (15,000) (1,279)

Proceeds received from share
subscriptions receivable - - - - 15,000 15,000

Common stock issued at $0.005 per
share. (May 1, 2006 to April 30,
2007) 2,475,000 2,475 9,900 - - 12,375

Net loss - - - (8,691) (8,691)
________________________________________________________________________________________________________________________________

Balance, April 30, 2007 17,475,000 $17,475 $9,900 $(9,970) $ - $ 17,405
================================================================================================================================

The accompanying notes are an integral part of these financial statements.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(AUDITED)

Cumulative results
of operations
from inception
Year ended Year ended (April 3,2006) to
April 30, 2007 April 30, 2006 April 30, 2007
____________________________________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,691) $ (1,279) $ (9,970)
Changes in operating assets and liabilities
Amounts due to related party 1,279 1,279
Accrual of Expenses 7,428 - 7,428
____________________________________________________________________________________________________________
NET CASH FROM OPERATING ACTIVITIES (1,263) - (1,263)
____________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 12,375 15,000 27,375
Share subscription receivable 15,000 (15,000) -
____________________________________________________________________________________________________________

NET CASH FROM FINANCING ACTIVITIES - - 28,654
____________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH 26,112 - 26,112
CASH, BEGINNING - - -
____________________________________________________________________________________________________________

CASH, ENDING $ 26,112 $ - $ 26,112
============================================================================================================

Supplemental cash flow information:
Cash paid for:
Interest $ - $ - $ -
============================================================================================================
Income taxes $ - $ - $ -
============================================================================================================

The accompanying notes are an integral part of these financial statements.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)

APRIL 30, 2007

________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Barricode, Inc. (the "Company") is in the initial development stage and has
incurred losses since inception totaling $9,970 The Company was incorporated on
April 3, 2006 in the State of Nevada. The fiscal year end of the Company is
April 30. The Company was organized to enter into the Computer Network Security
Software industry with two planned proprietary technologies, ChainMail Pro, a
document and email encryption software and Impasse which is a computer network
intrusion monitor.

The ability of the Company to continue as a going concern is dependent on
raising capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company is funding its
initial operations by way of issuing Founders' shares and entering into a
private placement offering for 2,550,000 shares at $0.005 per share. As of April
30, 2007, the Company had issued 15,000,000 Founders shares at $0.001 per share
for proceeds of $15,000, and 2,475,000 shares at $0.005 per share for proceeds
of $12,375, which have been received by the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

BASIS OF PRESENTATION

These financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

INCOME TAXES

The Company follows the liability method of accounting for income taxes in
accordance with Statements of Financial Accounting Standards ("SFAS") No.109,
"Accounting for Income Taxes." Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax balances. Deferred tax assets and
liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the years in which those differences
are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.

NET LOSS PER SHARE

Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, diluted loss per
share is equal to basic loss per share.

FOREIGN CURRENCY TRANSLATION

The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date.
Non-monetary assets and liabilities are translated at exchange rates prevailing
at the transaction date. Revenue and expenses are translated at average rates of
exchange during the period.

Related translation adjustments are reported as a separate component of
stockholders' equity (deficit), whereas gains or losses resulting from foreign
currency transactions are included in results of operations

STOCK-BASED COMPENSATION

The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R, "SHARE-BASED PAYMENT." SFAS No. 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123R requires that the compensation cost relating to
share-based payment transactions be recognized in financial statements. That
cost will be measured based on the fair value of the equity or liability
instruments issued. Public entities that file as small business issuers will be
required to apply SFAS No. 123R in the first interim or annual reporting period
that begins after December 15, 2005. Management is currently evaluating the
impact of the adoption of this standard on our results of operations and
financial position.

In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107,
"SHARE-BASED PAYMENT," to give guidance on the implementation of SFAS No. 123R.
Management will consider SAB No. 107 during the implementation of SFAS No. 123R.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "FAIR VALUE MEASURES" ("SFAS No. 157"). This Statement defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), expands disclosures about fair value measurements,
and applies under other accounting pronouncements that require or permit fair
value measurements. SFAS No. 157 does not require any new fair value
measurements. However, the FASB anticipates that for some entities, the
application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 will
have any material impact on its financial position and results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108
but does not expect that it will have a material effect on its financial
statements.

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
________________________________________________________________________________

In accordance with the requirements of SFAS No. 107, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate their
carrying value due to the short-term maturity of the instruments.

NOTE 4 - CAPITAL STOCK
________________________________________________________________________________

The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share. No preferred shares have been authorized or issued.

As of April 30, 2007, the sole Director had purchased 15,000,000 shares of the
common stock in the Company at $0.001 per share with proceeds to the Company
totalling $15,000.

PRIVATE PLACEMENT

On April 26, 2006, the Company authorized a private placement offering of up to
2,550,000 shares of common stock at a price of $0.005 per share. The total
amount to be raised in this financing is $12,750. As of April 30, 2007, the
Company had issued 2,475,000 shares at $0.005 per share and received $12,375
from the sale of its private placement stock.

NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

As of April 30, 2007, the Company received advances from a Director in the
amount of $1,279 to pay for incorporation costs. The amounts due to the related
party are unsecured and non-interest bearing with no set terms of repayment.

NOTE 6 - INCOME TAXES
________________________________________________________________________________

As of April 30, 2007, the Company had net operating loss carry forwards of
approximately $9,970 that may be available to reduce future years' taxable
income and will expire commencing in 2026. Availability of loss usage is subject
to change of ownership limitations under Internal Revenue Code 382. Future tax
benefits which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not likely to
occur and, accordingly, the Company has recorded a full valuation allowance for
the deferred tax asset relating to these tax loss carryforwards.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

JULY 31, 2007

INTERIM BALANCE SHEET

INTERIM STATEMENT OF OPERATIONS

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

INTERIM STATEMENT OF CASH FLOWS

NOTES TO INTERIM FINANCIAL STATEMENT

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS
BARRICODE, INC.

We have reviewed the accompanying balance sheet of Barricode, Inc. as of July
31, 2007, and the related statements of operations, retained earnings, and cash
flows for the three 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 Barricode, 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
October 12, 2007

2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
(702) 253-7499 FAX: (702)253-7501

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

July 31, 2007 April 30, 2007
(Audited)
____________________________________________________________________________________________________________

ASSETS
CURRENT ASSETS
Cash $ 16,075 $ 26,112
Prepaid Expense 145 -
____________________________________________________________________________________________________________
16,220 26,112
============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Due to related party (Note 5) $ 1,279 $ 1,279
Accrual of Expenses 2,500 7,428
____________________________________________________________________________________________________________
3,779 8,707

STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
17,475,000 shares of common stock (April 26, 2006 - 15,000,000) 17,475 17,475
Additional paid-in capital 9,900 9,900
Share subscription receivable - -
Deficit accumulated during the development stage (14,935) (9,970)
____________________________________________________________________________________________________________
Total Stockholders' Equity 13,720 17,405
____________________________________________________________________________________________________________
Total liabilities & Stockholders' Equity $ 16,220 $ 26,112
============================================================================================================

The accompanying notes are an integral part of these financial statements.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)

Cumulative from
Three months Three months inception (April
ended ended 3, 2006) to July
July 31, 2007 July 31, 2006 31, 2007
____________________________________________________________________________________________

EXPENSES
Office and general $ 964 $ 27 $ 2,935
Professional fees 4,00 0 - 12,000
____________________________________________________________________________________________
NET LOSS $ (4,964) $ (27) $(14,935)
============================================================================================

BASIC AND DILUTED LOSS PER SHARE $ 0.00 $ 0.00
============================================================================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC AND DILUTED 16,100,671 12,310,714
============================================================================================

The accompanying notes are an integral part of these financial statements.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM INCEPTION (APRIL 3, 2006) TO APRIL 30, 2007

(UNAUDITED)

Balance, April 3,2006 - $ - $ - $ - $ - $ -

Common stock issued at $0.001 per share on 15,000,000 15,000 - - (15,000) -
April 26, 2006
Net loss for year ended April 30, 2006 - - - (1,279) (1,279)
________________________________________________________________________________________________________________________________
Balance, April 30, 2006 15,000,000 15,000 (1,279) (15,000) (1,279)

Proceeds received from share subscriptions
receivable - - - - 15,000 15,000

Common stock issued at $0.005 per share.
(May 1, 2006 to April 30, 2007) 2,475,000 2,475 9,900 - - 12,375

Net loss for year ended April 30, 2007 - - - (8,691) (8,691)
________________________________________________________________________________________________________________________________
Balance, April 30, 2007 17,475,000 $17,475 $9,900 $ (9,970) $ - $17,405

Net loss for period ended July 31, 2007 (4,965) (4,965)

Balance, April 30, 2007 17,475,000 $17,475 $9,900 $(14,935) $ - $12,440
================================================================================================================================

The accompanying notes are an integral part of these financial statements.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

Cumulative results of
Three months Three months operations from
Ended Ended inception (April 3,
July 31, 2007 July 31, 2006 2006) to July 31, 2007
________________________________________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,964) $ (27) $ (14,935)
Changes in operating assets and liabilities
Prepaid Expense (145) (144)
Accrual of Expenses (4,928) - 2,500
________________________________________________________________________________________________________________
NET CASH FROM OPERATING ACTIVITIES (10,037) (27) (12,579)
________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock - - 27,375
Amounts due to related party - - 1,279
________________________________________________________________________________________________________________
NET CASH FROM FINANCING ACTIVITIES - - 28,654
________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH (10,037) (27) 16,075

CASH, BEGINNING 26,112 - -
________________________________________________________________________________________________________________
CASH, ENDING $ 16,075 $ (27) $ 16,075
================================================================================================================
Supplemental cash flow information:
Cash paid for:
Interest $ - $ - $ -
================================================================================================================
Income taxes $ - $ - $ -
================================================================================================================

The accompanying notes are an integral part of these financial statements.

BARRICODE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)

JULY 31, 2007

________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Barricode, Inc. (the "Company") is in the initial development stage and has
incurred losses since inception totaling $14,935 The Company was incorporated on
April 3, 2006 in the State of Nevada. The fiscal year end of the Company is
April 30. The Company was organized to enter into the Computer Network Security
Software industry with two planned proprietary technologies, ChainMail Pro, a
document and email encryption software and Impasse which is a computer network
intrusion monitor.

The ability of the Company to continue as a going concern is dependent on
raising capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company is funding its
initial operations by way of issuing Founders' shares and entering into a
private placement offering for 2,550,000 shares at $0.005 per share. As of July
31, 2007, the Company had issued 15,000,000 Founders shares at $0.001 per share
for proceeds of $15,000, and 2,475,000 shares at $0.005 per share for proceeds
of $12,375, which have been received by the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

BASIS OF PRESENTATION

These financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States.

USE OF ESTIMATES AND ASSUMPTIONS

INCOME TAXES

NET LOSS PER SHARE

FOREIGN CURRENCY TRANSLATION

STOCK-BASED COMPENSATION

The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
________________________________________________________________________________

NOTE 4 - CAPITAL STOCK
________________________________________________________________________________

The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share. No preferred shares have been authorized or issued.

As of July 31, 2007, the sole Director had purchased 15,000,000 shares of the
common stock in the Company at $0.001 per share with proceeds to the Company
totalling $15,000.

PRIVATE PLACEMENT

NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

As of July 31, 2007, the Company received advances from a Director in the amount
of $1,279 to pay for incorporation costs. The amounts due to the related party
are unsecured and non-interest bearing with no set terms of repayment.

NOTE 6 - INCOME TAXES
________________________________________________________________________________

As of July 31, 2007, the Company had net operating loss carry forwards of
approximately $14,935 that may be available to reduce future years' taxable
income and will expire commencing in 2026. Availability of loss usage is subject
to change of ownership limitations under Internal Revenue Code 382. Future tax
benefits which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not likely to
occur and, accordingly, the Company has recorded a full valuation allowance for
the deferred tax asset relating to these tax loss carryforwards.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our auditors are the firm of Moore and Associates, operating from their offices
in Los Vegas, NV. There have not been any changes in or disagreements with
accountants on accounting, financial disclosure or any other matter.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Presently the sole officer and director of Barricode, Inc. is not covered by
liability insurance. However, Barricode's Articles of Incorporation state that
the company may indemnify its officers, directors, employees, and agents to the
full extent permitted by the laws of the State of Nevada. No other statute,
charter provision, by-law, contract, or other arrangement to insure or indemnify
a controlling person, director or officer of Barricode exists which would affect
his liability in that capacity.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 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 itself is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses of the offering, whether or not all shares are sold, all
of which are to be paid by the registrant, are as follows:

Legal and Accounting 3,500
SEC Filing Fee 7
Printing 300
Transfer Agent 1,450
_______
TOTAL $ 5,257
=======

RECENT SALES OF UNREGISTERED SECURITIES

(a) PRIOR SALES OF COMMON SHARES

Barricode is authorized to issue up to 75,000,000 shares of common stock with a
par value of $0.001.

On April 26, 2006, we issued 15,000,000 common shares to our sole officer and
director for total consideration of $15,000. In addition, from July 10, 2006
through to October 2, 2006 we issued 2,475,000 common shares for total
consideration of $12,375 to a total of thirty-three (33) registered
shareholders, all of whom reside outside the United States. The combined
proceeds from all sales to date is $27,375.

Barricode is not listed for trading on any securities exchange in the United
States and there has been no active market in the United States or elsewhere for
the common shares.

During the past year, the company has sold the following securities which were
not registered under the Securities Act of 1933, as amended:

On April 26, 2006 we issued 15,000,000 common shares to Tom Delaney, our sole
officer and director, at an offering price of $0.001 per share for gross
offering proceeds of $15,000 in an offshore transaction pursuant to Rule 903 of
Regulation S of the Securities Act of 1933. Mr. Delaney is not a U.S. person as
that term is defined in Regulation S. No directed selling efforts were made in
the United States by the company, any distributor, any of their respective
affiliates or any person acting on behalf of any of the foregoing. We are
subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented
the offering restrictions required by Category 3 of Rule 903 of Regulation S by
including a legend on all offering materials and documents which stated that the
shares have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to US persons unless the shares are
registered under the Securities Act of 1933, or an exemption from the
registration requirements of the Securities Act of 1933 is available. The
offering materials and documents also contained a statement that hedging
transactions involving the shares may not be conducted unless in compliance with
the Securities Act of 1933.

From July 10, 2006 to October 2, 2006 we issued a total of 2,475,000 common
shares to 33 shareholders at an offering price of $0.005 per share for gross
offering proceeds of $12,375 in offshore transactions pursuant to Rule 903 of
Regulation S of the Securities Act of 1933. None of the shareholders are U.S.
persons as that term is defined in Regulation S. No directed selling efforts
were made in the United States by the company, any distributor, any of their
respective affiliates or any person acting on behalf of any of the foregoing. We
are subject to Category 3 of Rule 903 of Regulation S and accordingly we
implemented the offering restrictions required by Category 3 of Rule 903 of
Regulation S by including a legend on all offering materials and documents which
stated that the shares have not been registered under the Securities Act of 1933
and may not be offered or sold in the United States or to US persons unless the
shares are registered under the Securities Act of 1933, or an exemption from the
registration requirements of the Securities Act of 1933 is available. The
offering materials and documents also contained a statement that hedging
transactions involving the shares may not be conducted unless in compliance with
the Securities Act of 1933

APRIL 26, 2006

Barricode issued 15,000,000 shares of common stock to our sole officer and
director for cash proceeds of $0.001 per share.

FROM JULY 10 TO OCTOBER 2, 2006

Barricode issued 2,475,000 common shares to thirty-three (33) individual
investors for cash proceeds of $0.005 per share.

We issued the foregoing restricted shares of common stock to the above named
thirty-three (33) individuals pursuant to Regulation S of the Securities Act of
1933. None of the above are deemed to be accredited investors and each was in
possession of all material information relating to Barricode. Further, no
commissions were paid to anyone in connection with the sale of the shares and no
general solicitation was made to anyone.

(b) USE OF PROCEEDS

We have spent a portion of the above proceeds to pay for costs associated with
this prospectus and expect the balance of the proceeds to be mainly applied to
further costs of this prospectus and administrative costs.

We shall report the use of proceeds on our first periodic report filed pursuant
to sections 13(a) and 15(d) of the Exchange Act after the effective date of this
Registration Statement and thereafter on each of our subsequent periodic reports
through the later of 1) the disclosure of the application of the offering
proceeds, or 2) disclosure of the termination of this offering.

EXHIBITS

The following Exhibits are filed as part of this Registration Statement,
pursuant to Item 601 of Regulation K. All Exhibits have been previously filed
unless otherwise noted.

EXHIBIT NO. DOCUMENT DESCRIPTION

3.1* Articles of Incorporation of Barricode, Inc.
3.2* Bylaws of Barricode, Inc.
5.1* Opinion of Law Offices of Thomas E. Puzzo, PLLC regarding the
legality of the securities being registered.
23.1 Consent of Moore & Associates, Chartered Accountants.

*Incorporated by reference to the Company's SB-2 filed with the Commission on
June 14, 2007

DESCRIPTION OF EXHIBITS

*EXHIBIT 3.1

Articles of Incorporation of Barricode, Inc., dated April 3, 2006.

*EXHIBIT 3.2

Bylaws of Barricode, Inc., approved and adopted on April 3, 2006.

*EXHIBIT 5.1

Opinion of Thomas E. Puzzo, Attorney at Law, 4216 NE 70th Street Seattle, WA
98115, dated June 8, 2007, regarding the legality of the securities being
registered.

EXHIBIT 23.1

Consent of Moore and Associates, Chartered Accountants, 2675 S. Jones Blvd.,
Suite 109, Los Vegas, NV 89146, dated October 19, 2007, regarding the use in
this registration statement of their report of the auditors and financial
statements of Barricode, Inc. for the period ending April 30, 2007 and July 31,
2007.

*Previously filed with Form SB-2 on June 14, 2007.

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:

a. To include any prospectus required by Section 10(a)(3) of the
Securities Act;

b. To reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which is registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

c. To include any additional or changed material information on the plan
of distribution.

2. That, for the purpose of determining any liability under the Securities Act
, to treat each post-effective amendment as a new registration statement of
the securities offered therein, and the offering of the securities at that
time to be the initial bona fide offering.

3. To file a post-effective amendment to remove from registration any of the
securities that remain unsold after the offering.

4. For determining liability of the undersigned small business issuer under
the Securities Act to any purchasers of the initial distribution of
securities, the undersigned small business issuer undertakes that in a
primary offering of securities of the undersigned small business issuer
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchasers by means of the following
communications, the undersigned small business issuer will be a seller to
the purchaser and will be considered to offer or sell such securities to
such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed pursuant
to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to
by the undersigned small business issuer;

(iii) The portion of any free writing prospectus relating to the offering
containing material information about the undersigned small business
issuer or its securities provided by or on behalf of the undersigned
small business issuer; and

(iv) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.

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 this Form SB-2/A. The registrant certifies further
that it has authorized this registration statement and duly caused this Form
SB-2/A registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mississauga, Ontario on this 23 day of October,
2007.

BARRICODE, INC.

/s/ TOM DELANEY
________________________________________________________________________________
Tom Delaney
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer.

Know all men by these present, that each person whose signature appears below
constitutes and appoints Tom Delaney, as agent, with full power of substitution,
for his and in his name, place, and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, therewith, with the Securities and
Exchange Commission, and to make any and all state securities law or blue sky
filings, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Form SB-2/A
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

/s/ TOM DELANEY October 23, 2007
________________________________________________________________________________
Tom Delaney
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer.