10-K 1 barrington906.txt 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended Commission file number September 30, 2006 33-27042-NY ------------------------- ---------------------- BARRINGTON SCIENCES CORPORATION ------------------------------- (Formerly known as: Financial Express Corporation) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Nevada 93-0996537 (State of Incorporation) (I.R.S. Employer Identification No.) 1107 Bennet Drive Port Coquitlam, British Columbia, Canada V3C 6H2 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (604) 868-7400 Securities registered pursuant to Section 12(b) of the Act: NONE NONE (Title of Each Class) (Name of Each Exchange on which Registered) Securities registered pursuant to Section 12 (g) of the Act: Common (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X] No [ ] Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ] The number of shares of the Common Stock of the registrant outstanding as of September 30, 2006 was 24,379,977. The aggregate common stock held by non-affiliates on September 30, 2006 was 11,148,989. 2 FORM 10-K INDEX PART I Item 1. Description of the Business 4 Item 2. Properties 4 Item 3. Legal Proceedings 4 Item 4. Submission of Matters to a Vote of Security Holders 4 PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters 4 Item 6. Selected Financial Matters 4 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 5 Item 8. Financial Statements and Supplementary Data 5 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 5 PART III Item 10. Directors and Executive Officers of Registrant 6 Item 11. Executive Compensation 8 Item 12. Security Ownership of Certain Beneficial Owners and Management 8 Item 13. Certain Relationships and Related Transactions 8 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 9 Financial Statements Signatures Officer Certifications 3 Item 1. Description of the Business --------------------------- GENERAL The company currently has no business operations. The joint venture in China was discontinued and wound up. The assets were distributed to the joint venture partners. All activity associated with the rapid test business in China and elsewhere has been stopped. The Company currently has no full time employees. The Company uses the part time services of 2 individuals. AVAILABLE INFORMATION The Company files annual and quarterly reports (Forms 10-K and 10-Q with the U.S. Securities and Exchange Commission and such other supplemental current reports (Form 8-K) as may be required or appropriate from time to time. These reports may be found at http://www.sec.gov/edgar.shtml. Item 2. Properties ---------- The Company does not currently lease or own any properties. Item 3. Legal Proceedings ----------------- None Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- None PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters --------------------------------------------------------------------- (A) Stock transactions The following summarizes stock transactions by the Company during 2005 and 2006. From October 1, 2005 to September 30, 2006 the company did not issue any shares. Total shares outstanding at September 30, 2005 24,379.977 Common Shares. For additional detail see shareholder Equity Section of the financial statements. Item 6. Selected Financial Data ----------------------- 2006 2005 ---- ---- Revenue 0 0 Profit (Loss) 233,474 46,059 Per Share 0.01 0.00 Working Capital 111,147 (122,327) See financial statements and notes for more detail. 4 Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations ---------------------- LIQUIDITY. The company wrote off all amounts owing to management. The working capital position at Sept 30, 2006 is $111,147.00 OPERATIONS. The Company had no material operations in 2006. BUSINESS PLANS FOR 2006/2007 The company is actively seeking a business opportunity. It is looking to secure a merger or vend in of an operating business that will allow the company to move forward. Item 7A. Quantitative and Qualitative Disclosures about Market Risk ---------------------------------------------------------- None The Company does not hold any material market risk sensitive instruments. Item 8. Financial Statements and Supplementary Data ------------------------------------------- Reference is made to the financial statements included later in this report after Item 15. Item 9. Changes in and Disagreements with Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure -------------------- None Item 9A. Controls and Procedures ----------------------- Currently the company does not have established controls or procedures. However it will establish them at the appropriate time once it has a business. 5 PART III Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------- The following individuals currently serve as the Directors and executive officers of the Registrant. Each Director serves for a term of one year or until their successors have been elected at the annual meeting of shareholders in the year each director's term expires. The year each director's term expires is noted below. Under the Company's Articles of Incorporation, three-year staggered terms are authorized. At the next annual shareholders meeting, it is anticipated that Directors will be nominated for terms of one, two and three years to implement this staggered Board provision. Name Age Position ---- --- -------- Phil E. Pierce 76 Chairman, and Director Term expires 2006 Mr. Pierce resigned December 6, 2006 George Moore 64 President & Chief Executive Officer and Director Term Expires 2006 Dr. A.E.J. Reynolds 57 Director Term Expires 2006 Lorne Broten C.M.A., CMC 65 CFO and Director Term Expires 2006 Jim Lambright Director The Officers are elected annually by the Directors and serve at the discretion of the Board of Directors George Moore ------------ President & Chief Executive Officer & Director In 1982, Mr. Moore was a founder of Uni-Ray Inc., a consulting company and was a Senior Partner until 1992. His client list included many well-known international companies such as IBM, Xerox, Nortel, Decorating Den Systems and Travelodge. In 1993, he served as the Executive Director of the foundation for the Advancement of Canadian Entrepreneurship. From 1994 to 1996, he served as Director of Franchise Development for Decorating Den Systems Inc. From 1996 to 1999, Mr. Moore was Manager of Business Development, Western Canada, for Travelodge Canada. In 1999, he joined the original Barrington Sciences Corporation and served as its President until the fall of 2001. From 2001 to the present he has served as President and CEO of BSC. Dr. A.E.J. Reynolds ------------------- Director Dr. Reynolds was with Dixon Group PLC, in the position of the General Sales Manager, Regional Manager and Commercial Manager from 1977 to 1990. From 1990 to 1993 he was Managing Director of Crawford Door Limited and Managing Director of Eco Carpet Tiles (UK) Ltd from 1996 to 1998. Dr. Reynolds currently operates an awning manufacturing company in the UK that is owned by him. Dr, Reynolds has a Master of Business Administration and a Doctor of Business Administration. 6 Lorne H. A. Broten, C.M.A. CMC ------------------------------ CFO and Director Mr. Broten has been a self employed Management Consultant since 1967. Over the past five years he has been involved in two start-up companies, Barrington Sciences Corporation and a privately owned technology company. In addition he has had a number of consulting jobs for private companies. Mr. Broten is a Certified Management Accountant and a Certified Management Consultant. Jim Lambright ------------- Director Jim Lambright is best known for his long association with the University of Washington football program. Jim played for the Huskies from 1960-1965, and graduated with a degree in education. During the 1993-1998 seasons, Jim Lambright was the Head Coach of the Husky football team. He won one Pac-10 title and led his teams to four post-season bowl games. After his coaching career he joined Lou Tice and The Pacific Institute as a Vice President and Keynote speaker, encouraging and challenging people to build strong work teams through communication, dedication, commitment, and trust. Building a team on the field requires the same elements as building a team on the production floor, in an office, or in the boardroom Section 16(a) Beneficial Ownership Reporting Compliance. To the best of Registrant's knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to Registrant pursuant to Rule 16a-3(e) during the Company's most recent fiscal year (2006) and Form 5 and amendments thereto furnished to the Registrant with respect to its most recent fiscal year, the persons in the following table served as a director or officer of the Company or owned more than 10 percent of any class of Registrant's equity securities during Registrant's fiscal year ended September 30, 2006. During 2006 and through the date of the filing of this Form 10-K, there has been no trading of the Company's Common Stock or any other securities issued by the Company. Although the Company will continue to voluntarily file Form 10-Q's for quarters ending during 2006 and a Form 10-K for 2005, the Company is not aware of any filing by the Directors, Officers or 10% shareholders until after the acquisition of Barrington was closed as of December 31, 2002. The Company believes that all of its Officers and Directors are now current on their filings of applicable forms. The following table lists all of the Company Officers, Directors and known 10% or more shareholders during 2006.

Item 13. Certain Relationships and Related Transactions ---------------------------------------------- None. Item 14. Principal Accounting Fees and Services -------------------------------------- (1) Audit Fees The audit fees for the past three years were $12,000.00 that amounts to $4,000.00 per year. There have been no other fees from the Principal Accountant (2) The company does not have an audit committee. PART IV Item 15. Exhibits, Financial Statements Schedules and Reports on Form 8-K ---------------------------------------------------------------- (a) The financial statements are set forth below. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included. 9 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS PCAOB REGISTERED REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Board of Directors Barrington Science We have audited the accompanying balance sheet of Barrington Science as of September 30, 2006, and the related statements of operations, stockholders' equity and cash flows through September 30, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Barrington Science as of September 30, 2006 and the results of its operations and its cash flows through September 30, 2006, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company experienced significant operating losses totaling approximately $4,400,000. The consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount of classification of liabilities which would be required if the Company were unable to continue its operations. /s/ Moore & Associates, Chartered Moore & Associates Chartered Las Vegas, Nevada April 13, 2007 2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 o Fax (702) 253-7501 10 BARRINGTON SCIENCES CORPORATION AND SUBSIDIARIES (A Development Stage Company) Consolidated Balance Sheet ASSETS ------ September 30, 2006 ----------- Current assets: Cash $ 259,007 ----------- Total current assets 259,007 Property and equipment, net of accumulated depreciation of $44,521 -- Investment in joint venture -- ----------- Total assets $ 259,007 =========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Bank overdraft $ -- Accounts payable 147,860 ----------- Total current liabilities 147,860 Loans from related parties -- Minority interest in equity of consolidated subsidiary -- Preferred stock, $.001 par value 25,000,000 shares authorized -- Common stock, $.0001 par value, 100,000,000 shares authorized, 24,376,977 shares issued and outstanding 24,379 Additional paid in capital 4,271,654 (Deficit) accumulated during development stage (4,184,886) ----------- 111,147 ----------- $ 259,007 =========== See accompanying notes to financial statements. 11

BARRINGTON SCIENCES CORPORATION NOTES TO THE FINANCIAL STATEMENTS (A development stage enterprise) FOR THE YEARS ENDED SEPTEMBER 30, 2006 and 2005 (U.S. DOLLARS) NOTE 1 ORGANIZATION AND NATURE OF BUSINESS Financial Express Corporation ("FEC") was originally incorporated in the State of Nevada on January 5, 1989, as Harley Equities, Inc. During December 2002, the Company completed its acquisition of Barrington Sciences International Corporation's ("BSIC") net assets, subsequently FEC changed its name to Barrington Sciences Corporation (together with its subsidiaries, the Company). The acquisition was accounted for as a reverse take over and the comparative amounts represent BSIC's financial position, results of operations and cash-flows. The Company is a development stage enterprise and through its subsidiaries, has been engaged in the research, development, manufacture and distribution of specialized medical diagnostic test kits. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern ------------- The Company experienced significant operating losses since inception totaling approximately $4,200,000. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount of classification of liabilities which would be required if the Company were unable to continue its operations. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available. Accounting Estimates -------------------- Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. 15 BARRINGTON SCIENCES CORPORATION NOTES TO THE FINANCIAL STATEMENTS (A development stage enterprise) FOR THE YEARS ENDED SEPTEMBER 30, 2006 and 2005 (U.S. DOLLARS) NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes ------------ Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Net (Loss) per Share -------------------- The Company adopted Statement of Financial Accounting Standards No. 128 that requires the reporting of both basic and diluted (loss) per share. Basic (loss) per share is computed by dividing net (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with FASB 128, any anti-dilutive effect on net (loss) per share is excluded. Disclosure about Fair Value of Financial Instruments ---------------------------------------------------- The Company estimates that the fair value of all financial instruments as of September 30, 2006 and 2005, as defined in FASB 107, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. 16 BARRINGTON SCIENCES CORPORATION NOTES TO THE FINANCIAL STATEMENTS (A development stage enterprise) FOR THE YEARS ENDED SEPTEMBER 30, 2006 and 2005 (U.S. DOLLARS) NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) New Accounting Standards ------------------------ Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements. NOTE 3 REVERSE ACQUISTION On December 30, 2002, The Company acquired the net assets of Barrington Sciences International Corporation ("BSIC") including its wholly owned subsidiaries in exchange for 19,701,653 common shares and 396,416 common share warrants of the Company. This transaction has the effect of what is commonly referred to as "reverse acquisition" in that the Company is the legal acquirer; however, BSIC is the accounting acquirer. Therefore, the acquisition has been accounted for as a reverse take-over of the Company by BSIC. Application of reverse take-over accounting results in the following: a) The consolidated financial statements of the combined entity are issued under the name of Barrington Sciences Corp. (formerly FEC), but are considered the continuation of the financial statements of BSIC. However, the stated capital of the consolidated entity at September 30, 2003 is that of BSC. This capital structure Is different from the capital structure appearing in the comparative financial statements for BSIC due to the application of reverse take-over accounting. Prior to the acquisition, there were 19,701,653 common shares of BSIC outstanding with a stated capital of $3,616,373. b) As BSIC is deemed to be the acquirer for accounting purposes, its assets, liabilities and operations since incorporation are included in these financial statements at their historical carrying value. The operations of BSC are included from December 30, 2002. c) Control of the assets and operations of BSC is considered to be acquired by BSIC. Immediately prior to the acquisition, there were 3,743,900 common shares of BSC outstanding with a stated capital of $3,744. All direct costs relate to the reverse take over acquisition have been included in the Company's results of operations. 17 BARRINGTON SCIENCES CORPORATION NOTES TO THE FINANCIAL STATEMENTS (A development stage enterprise) FOR THE YEARS ENDED SEPTEMBER 30, 2006 and 2005 (U.S. DOLLARS) NOTE 4 INVESTMENT IN WEIHAI BARRINGTON BIOLOGICAL ENGINERRING CO. LTD. (JOINT VENTURE) The Company and Shangdon Weigao Group of Weihai own Weihai Barrington Biological Engineering Co. Ltd., the joint venture in China equally. During the 2003, the Company has contributed $400,000 as registered capital of the joint venture. The joint venture has been unable to obtain the necessary licenses to market its products. Consequently the joint venture was terminated in the current year. Liquidation proceeds of $335,759 was received by the Company during the year end September 30, 2006. NOTE 5 RELATED PARTY TRANSATIONS 2006 2005 Due to directors and officers 0 $ 393.309 - --------- The amounts due to directors and officers are non-interest bearing and have no set terms of repayment. During the year the Company reversed related party payables in the amount of $291 ,508 as the debts had been forgiven by the lenders. The balance was repaid in the year. During the years, the Company, pursuant to the terms of various management and service agreements, paid or made provision in the accounts for the payments of the following amounts to its directors and officers. 2006 2005 ------- ------- Management fees $ -- $16,800 Consulting fees 6,000 3,600 ------- ------- $ 6.000 $20.400 ------- ------- NOTE 6 COMPARITIVE FIGURES Certain of the comparative figures have been restated to conform with the current year's presentation. 18 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. BARRINGTON SCIENCES CORPORATION By: /S/ George Moore Date: May 1, 2007 ---------------------------- George Moore President and CEO and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated. NAME & POSITION DATE: May 1, 2007 /S/ George Moore ---------------- George Moore President CEO and Director /S/ Lorne Broten ---------------- Lorne Broten CFO and Director /S/ Dr. Anthony Reynolds ------------------------ Dr. Anthony Reynolds Director /S/ Jim Lambright ----------------- Jim Lambright Director 19

BARRINGTON SCIENCES CORP 10-K