U.S.
      SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
      D.C. 20549











FORM
10-Q









Quarterly
Report Pursuant to Section 13 or 15(d) of the


Securities
Exchange Act of 1934




For
the Quarterly Period Ended June 30, 2010










Commission
File No. 000-1321002









BRAMPTON
CREST INTERNATIONAL INC.


(Name of
small business issuer in its charter)





Nevada
              
              30-0286164(State
      or other
              
              (I.R.S.
      Employerjurisdiction
      of incorporation)
              
              identification
      No.)





4700
Biscayne Blvd. Suite 500, Miami, FL  33137


(Address
and Zip Code of Principal Executive Offices)





Registrant's
Telephone Number: (305) 428-8300











Indicate
by check mark whether the Registrant (1) has filed all reports required 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:  Yes  x
     No.   ̈




Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files). Yes ̈  No ̈




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   ̈ Small Reporting
Registrant  x





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b–2 of the Exchange Act).  Yes   ̈
    No  x





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.




Class
              
              Outstanding
      at August 13, 2010Common
      stock, $0.001 par value
              
              190,949,124











BRAMPTON
CREST INTERNATIONAL INC. AND SUBSIDIARIES





PagePart
      I. Financial Information
                  
                  3Item
      1. Condensed Consolidated Financial Statements and Notes to Consolidated
      Financial Statements (unaudited)(a)  Condensed
      Consolidated Balance Sheets as of June 30, 2010 and December 31,
      2009
                  
                  4(b)  Condensed
      Consolidated Statements of Operations for the Three and Six Months Ended
      June 30, 2010 and 2009
                  
                  5(c)  Condensed
      Consolidated Statements of Cash Flows for the Three and Six Months Ended
      June 30, 2010 and 2009
                  
                  6(d)  Notes
      to Condensed Consolidated Financial Statements
                  
                  7Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                  
                  18Item 3.
      Quantitative and Qualitative Disclosures About Market Risk
                  
                  23Item
      4T. Controls and Procedures
                  
                  23Part
      II.  Other Information
                  
                  25Item
      1. Legal Proceedings
                  
                  25Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                  
                  25Item
      3. Defaults Upon Senior Securities
                  
                  25Item
      4. (Removed and Reserved)
                  
                  25Item
      5. Other Information
                  
                  25Item
      6. Exhibits
                  
                  25Signatures
                  
                  26CERTIFICATIONSExhibit
      31 – Management certificationExhibit
      32 – Sarbanes-Oxley Act


2





PART
I FINANCIAL INFORMATION





General





The
accompanying unaudited interim condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q. Therefore,
they do not include all information and footnotes necessary for a complete
presentation of consolidated financial position, results of operations,
cash flow, and stockholders' equity in conformity with generally accepted
accounting principles. Except as disclosed herein, there has been no
material change in the information disclosed in the notes to the
consolidated financial statements included in the Company's annual report on
Form 10-K for the year ended December 31, 2009. In the opinion of management,
all adjustments considered necessary for a fair presentation of the results
of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the
quarter ended June 30, 2010 are not necessarily indicative of the results
that can be expected for the year ending December 31,
2010.


3





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS





June 30,
                                      
                                      
                                      December 31,2010
                                      
                                      
                                      2009(Unaudited)ASSETSCurrent
      Assets:Cash
      and Cash Equivalents
                                      
                                      $
                                      65,446
                                      
                                      
                                      $
                                      165,101Marketable
      Securities
                                      
                                      
                                      75,020Accounts
      Receivable
                                      
                                      
                                      -
                                      
                                      
                                      
                                      10,000Total
      Current Assets
                                      
                                      
                                      140,466
                                      
                                      
                                      
                                      175,101PROPERTY
      AND EQUIPMENT, net
                                      
                                      
                                      268,093
                                      
                                      
                                      
                                      326,843Other
      Assets:Deposits
      and Prepaid Expenses
                                      
                                      
                                      4,044
                                      
                                      
                                      
                                      4,758TOTAL
      ASSETS
                                      
                                      $
                                      412,603
                                      
                                      
                                      $
                                      506,702LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)Accounts
      Payable
                                      
                                      $
                                      91,042
                                      
                                      
                                      $
                                      272,689Accrued
      Expenses
                                      
                                      
                                      73,097
                                      
                                      
                                      
                                      151,000Due
      to Related Party
                                      
                                      
                                      95,926
                                      
                                      
                                      
                                      95,926Current
      Portion of Notes Payable
                                      
                                      
                                      172,500
                                      
                                      
                                      
                                      1Total
      Current Liabilities
                                      
                                      
                                      432,565
                                      
                                      
                                      
                                      519,616COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIENCY)Preferred
      stock, $.001 par value; 25,000,000 shares authorized, -0-
      sharesissued
      and outstanding as of June 30, 2010 and  December
      31,  2009
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      stock, $.001 par value; 950,000,000 shares authorized,
      190,949,124and
      160,054,881 shares issued and outstanding at June 30, 2010
    andDecember
      31, 2009 (respectively)
                                      
                                      
                                      190,949
                                      
                                      
                                      
                                      160,055Additional
      Paid in Capital
                                      
                                      
                                      14,712,713
                                      
                                      
                                      
                                      14,040,861Accumulated
      Deficit
                                      
                                      
                                      (14,923,624
                                      )
                                      
                                      
                                      (14,213,830
                                      )TOTAL
      STOCKHOLDERS' DEFICIENCY
                                      
                                      
                                      (19,962
                                      )
                                      
                                      
                                      (12,914
                                      )TOTAL
      LIABILITIES & STOCKHOLDERS EQUITY (DEFICIENCY)
                                      
                                      $
                                      412,603
                                      
                                      
                                      $
                                      506,702





See
accompanying notes to the unaudited Condensed Consolidated
Financial Statements


4





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)





Three
      Months Ended
                    
                    
                    Six
      Months EndedJune
      30,
                    
                    
                    June
      30,2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Revenue
                    
                    $
                    -
                    
                    
                    $
                    32,529
                    
                    
                    $
                    32
                    
                    
                    $
                    114,936Cost
      of Sales
                    
                    
                    -
                    
                    
                    
                    2,194
                    
                    
                    
                    -
                    
                    
                    
                    41,123Gross
      Profit
                    
                    
                    -
                    
                    
                    
                    30,335
                    
                    
                    
                    32
                    
                    
                    
                    73,813Selling,
      General and Administrative Expenses
                    
                    
                    247,744
                    
                    
                    
                    545,568
                    
                    
                    
                    533,478
                    
                    
                    
                    899,761Loss
      from Operations
                    
                    
                    (247,744
                    )
                    
                    
                    (515,233
                    )
                    
                    
                    (533,446
                    )
                    
                    
                    (825,948
                    )Other
      Income (Expense)Interest
      Expense
                    
                    
                    (121,500
                    )
                    
                    
                    -
                    
                    
                    
                    (176,500
                    )
                    
                    
                    -Interest
      Income
                    
                    
                    1
                    
                    
                    
                    375
                    
                    
                    
                    152
                    
                    
                    
                    1,686Total
      Other Income (Expense)
                    
                    
                    (121,499
                    )
                    
                    
                    375
                    
                    
                    
                    (176,348
                    )
                    
                    
                    1,686Loss
      Before Income Taxes
                    
                    
                    (369,243
                    )
                    
                    
                    (514,858
                    )
                    
                    
                    (709,794
                    )
                    
                    
                    (824,262
                    )Income
      Tax Benefit
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      Loss
                    
                    $
                    (369,243
                    )
                    
                    $
                    (514,858
                    )
                    
                    $
                    (709,794
                    )
                    
                    $
                    (824,262
                    )Loss
      Per Share-Basic and Diluted
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.01
                    )Weighted
      Average Common SharesOutstanding
      -Basic and Diluted
                    
                    
                    182,772,846
                    
                    
                    
                    205,677,103
                    
                    
                    
                    170,254,619
                    
                    
                    
                    213,765,992





See
accompanying notes to the unaudited Condensed Consolidated
Financial Statements


5





BRAMPTON
CREST INTERNATIONAL, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)




Six Months
                                            
                                            
                                            Six MonthsEnded
                                            
                                            
                                            EndedJune
      30,
                                            
                                            
                                            June
      30,2010
                                            
                                            
                                            2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                            
                                            $
                                            (709,794
                                            )
                                            
                                            $
                                            (824,262
                                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                                            
                                            
                                            60,000
                                            
                                            
                                            
                                            60,000Amortization
      of Note Discount
                                            
                                            
                                            172,500
                                            
                                            
                                            
                                            -Stock
      Issued for services rendered in prior periods
                                            
                                            
                                            427,245
                                            
                                            
                                            
                                            -Changes
      in operating assets and liabilities:Decrease
      (Increase) in assets:Accounts
      Receivable
                                            
                                            
                                            10,000
                                            
                                            
                                            
                                            (1,964
                                            )Prepaid
      Expenses and Deposits
                                            
                                            
                                            714
                                            
                                            
                                            
                                            (775
                                            )Increase
      (Decrease) in liabilities:Accounts
      payable and accrued expenses
                                            
                                            
                                            (234,050
                                            )
                                            
                                            
                                            72,134Net
      Cash Used In Operating Activities
                                            
                                            
                                            (273,385
                                            )
                                            
                                            
                                            (694,867
                                            )Cash
      Flows from Investing ActivitiesMarketable
      Securities redeemed (purchased)
                                            
                                            
                                            (75,020
                                            )
                                            
                                            
                                            618,500Fixed
      Assets Purchased
                                            
                                            
                                            (1,250
                                            )
                                            
                                            
                                            (65,022
                                            )Net
      Cash( Used In) Provided by Investing Activities
                                            
                                            
                                            (76,270
                                            )
                                            
                                            
                                            553,478Cash
      Flows from Financing ActivitiesPrivate
      Placement-Net of expenses
                                            
                                            
                                            250,000Repurchase
      of Stock
                                            
                                            
                                            
                                            
                                            
                                            
                                            (200,000
                                            )Net
      Cash Provided by(Used In) Financing Activities
                                            
                                            
                                            250,000
                                            
                                            
                                            
                                            (200,000
                                            )NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                                            
                                            
                                            (99,655
                                            )
                                            
                                            
                                            (341,389
                                            )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                            
                                            
                                            165,101
                                            
                                            
                                            
                                            375,058CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                            
                                            $
                                            65,446
                                            
                                            
                                            $
                                            33,669SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWS INFORMATION:Interest
      paid during the period
                                            
                                            $
                                            4,000
                                            
                                            
                                            $
                                            -Income
      taxes paid during the period
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -





See
accompanying notes to the unaudited Condensed Consolidated
Financial Statements


6


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE
1  ORGANIZATION AND CAPITALIZATION





Brampton
Crest  International,  Inc., formerly known
as  Hamilton-Biophile Companies ("the Company"), a Nevada corporation,
was formerly organized as Mehl/Biophil
International  Corporation.  On March 22, 2000, the
Company was reorganized
as  Hamilton-Biophile  Companies.  Effective  November
18, 2004, the Company changed its name to Brampton Crest International,
Inc.





The
Company filed a Form 10-SB on December 16, 2004, and on May 17, 2005 became a
reporting company pursuant to the Securities Exchange Act of 1934, as
amended.





Effective
March 2, 2007, the Company announced that it had formed a wholly owned
subsidiary, White Peak Capital Group, Inc., a Florida corporation (“White Peak”)
that would focus on making secured short and medium term loans. Effective July
2007, White Peak changed its name to Laurentian Peak Capital Group
(Laurentian).  Laurentian’s corporate structure and marketing plan
remained the same as it was with White Peak.





Laurentian,
as a licensed mortgage lender, sought to develop its loan business through an
established network of finance industry contacts developed by its management and
by seeking the participation by other originators known to the company
management. Laurentian loans were to be both short and medium term, secured by
accounts and trade receivables, real estate, credit card receivables, equipment
letters of credit and shares of stock. The originators from whom Laurentian were
to purchase participations were established companies known to Laurentian
management. Currently Laurentian is an inactive Company. Prior to becoming
inactive in this line of business, Laurentian made a loan totaling $200,000 to
America's Emergency Network, LLC. As a result of this loan transaction, the
Company became interested in acquiring AEN.




On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company ("AEN"), Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into the Company
such that AEN continued as a wholly owned subsidiary corporation of the Company.
As a result of this transaction, the Company issued a total of 100,000,000
shares of Common Stock to the former members of AEN. Shortly after the Company's
acquisition of AEN, the loan origination business of Laurentian ceased to
concentrate the Company's resources on the business of AEN.





America's
Emergency Network is designed to link Emergency Operations Centers (EOC's) in
cities, towns, counties, school boards, and other government entities with the
general public, media outlets, first responders, and other government agencies
by syndicating live video streams to subscribing media websites. The system is
designed to send live and recorded video feeds of news briefings by emergency
coordinators or other public officials issued at any government facility in any
location over the internet to the public and the media instantly. The design of
the system envisions a satellite component so it will continue to operate before
and after disasters, even when telephone, cell phone, and terrestrial internet
systems have failed. In addition, during short-fuse emergencies (tanker
accidents, bio-hazards, etc.), America's Emergency Network is designed to
provide an instant-communications link directly to all subscribing media
outlets. With AEN deployed nationally, critical information would reach the
public much sooner since all subscribing media outlets would receive the video
feeds at once.





AEN is
marketing its video-syndication service, including live and recorded information
on hurricane activity, to television and newspaper websites across the
country.  In addition, video feeds are distributed on iPhone apps sold
through third-party marketing efforts.





NOTE
2     GOING CONCERN ISSUES





The
Company had losses from continuing operations of $709,794 during the six months
ended June 30, 2010. At June 30, 2010, the Company had negative working capital
of $292,099.   The decrease in working capital from 2009-2010 is
attributable to decrease in cash and accruals for employee and professional
compensation as a result of funding operations. The Company had cash and
marketable securities on hand of $140,466 at June 30, 2010 which is not
sufficient to meet our current cash requirements for the next twelve months. See
"Note 10."





The
Company expects to incur additional losses until sufficient sales of its
products are achieved.  The Company continues to need operating capital to
continue operations. There can be no assurance that the Company's future
revenues will ever be significant or that the Company's operations will ever be
profitable.


7





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE 2
GOING CONCERN ISSUES (CONTINUED)





The
Company continues to target government initiatives for sales. In addition, the
Company is developing products for the private marketplace.  The
products are similar to or based on the government products, and have the same
technological base.  In many cases the same IP network, which was
especially designed for video distribution, will be utilized in serving the
education, healthcare, and corporate markets.





NOTE 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS OF
PRESENTATION





Interim
Consolidated financials statements




The
accompanying interim unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
8 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete consolidated financials statements. In our opinion, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month and six
month periods ended June 30, 2010 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2010. While management of
the Company believes that the disclosures presented herein are adequate and not
misleading, these interim condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements and the
footnotes thereto for the fiscal year ended December 31, 2009 as filed with the
Securities and Exchange Commission as an exhibit to our Form 10-K.





PRINCIPLE
OF CONSOLIDATION





The
condensed consolidated financial statements include the accounts of Brampton
Crest International, Inc. and America’s Emergency Network, Inc. (“AEN”).
Intercompany accounts and transactions have been eliminated in the consolidated
financial statements.





USE OF
ESTIMATES





The
preparation of condensed consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the condensed consolidated financial statements and
the reported amount of revenues and expenses during the reported period. Actual
results could differ from those estimates.




CASH AND
CASH EQUIVALENTS





The
Company considers all highly liquid investments with an original term of three
months or less to be cash equivalents. At June 30, 2010 and December 31, 2009,
the Company had cash equivalents in the amount of approximately $65,446, and
$165,101, respectively, all in low risk investments.





ACCOUNTS
RECEIVABLE





Substantially
all of the Company’s accounts receivable balance is related to trade
receivables. Trade accounts receivable are recorded at the invoiced amount and
do not bear interest. The allowance for doubtful accounts is the Company’s best
estimate of the amount of probable credit losses in its existing accounts
receivable. The Company will maintain allowances for doubtful accounts for
estimated losses resulting from the inability of its customers to make required
payments for products. Accounts with known financial issues are first reviewed
and specific estimates are recorded. The remaining accounts receivable balances
are then grouped in categories by the amount of days the balance is past due,
and the estimated loss is calculated as a percentage of the total category based
upon past history. Account balances are charged off against the allowance when
it is probable the receivable will not be recovered.  The Company had
accounts receivable of $0 at June 30, 2010 and $10,000 at December 31,
2009.


8





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





IMPAIRMENT
OF LONG-LIVED ASSETS





The
Company accounts for the impairment of long-lived assets in accordance with ASC
Topic 360, “Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of” (“ASC Topic 360”) requires write-downs to
be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets’ carrying amount.





If the
long-lived assets are identified as being planned for disposal or sale, they
would be separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet. As of June 30, 2010 and 2009 there were no
impairments of long-lived assets.





REVENUE
RECOGNITION





The
Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB
No. 104”). SAB 104 clarifies application of generally accepted accounting
principles related to revenue transactions. The Company also follows the
guidance in ASC Topic 980, Revenue Arrangements with Multiple Deliverables ("ASC
Topic 980"), in arrangements with multiple deliverables.





The
Company recognizes revenues when all of the following criteria are met: (1)
persuasive evidence of an arrangement exists, (2) delivery of products and
services has occurred, (3) the fee is fixed or determinable and (4)
collectability is reasonably assured.





The
Company receives revenue for consulting services, video streaming services,
equipment sales and leasing, installation, content licensing, and maintenance
agreements. Sales and leasing agreement terms generally are for one year,
and are renewable year to year thereafter. Revenue for consulting services
is recognized as the services are provided to customers. For upfront
payments and licensing fees related to contract research or technology, the
Company determines if these payments and fees represent the culmination of a
separate earnings process or if they should be deferred and recognized as
revenue as earned over the life of the related agreement. Milestone
payments are recognized as revenue upon achievement of contract-specified events
and when there are no remaining performance obligations. Revenues from monthly
video streaming agreements, as well as equipment maintenance, are recorded when
earned. Operating equipment lease revenues are recorded as they become due from
customers. Revenues from equipment sales and installation are recognized
when equipment delivery and installation have occurred, and when collectability
is reasonably assured.





In
certain cases, the Company enters into agreements with customers that involve
the delivery of more than one product or service. Revenue for such
arrangements is allocated to the separate units of accounting using the relative
fair value method in accordance with ASC Topic 980. The delivered item(s) is
considered a separate unit of accounting if all of the following criteria are
met: (1) the delivered item(s) has value to the customer on a standalone basis,
(2) there is objective and reliable evidence of the fair value of the
undelivered item(s) and (3) if the arrangement includes a general right of
return, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor. If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement, the arrangement consideration is
allocated to the separate units of accounting based on their relative fair
values.




Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through June 30,
2010. Therefore, a sales return allowance has not been established since
management believes returns will be insignificant.




PROPERTY AND
EQUIPMENT





Property
and equipment is recorded at cost and depreciated over the estimated useful
lives of the assets using the straight-line method. When items are retired or
otherwise disposed of, income is charged or credited for the difference between
net book value and proceeds realized thereon.  Ordinary maintenance
and repairs are charged to expense as incurred, and replacements and betterments
are capitalized.


9





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





The range
of estimated useful lives used to calculate depreciation for property and
equipment are as follow:





Asset
      Category
                  
                  Depreciation/Amortization
      PeriodFurniture
      and Fixture
                  
                  5
      YearsOffice
      equipment
                  
                  5
      YearsLeasehold
      improvements
                  
                  2
      Years





INCOME
TAXES





Deferred
income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes",
to reflect the tax consequences in future years of differences between the tax
basis of assets and liabilities and their financial reporting amounts based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income.  Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.





Based on
its evaluation, the Company concluded that there are no significant uncertain
tax positions requiring recognition in its consolidated financial statements.
The evaluation was performed for the tax years ended December 31, 2006, 2007,
2008 and 2009, the tax years which remain subject to examination by major tax
jurisdictions as of June 30, 2010.





The
Company may from time to time be assessed interest or penalties by major tax
jurisdictions, although any such assessments historically have been minimal and
immaterial to the Company’s financial results. In the event the Company has
received an assessment for interest and/or penalties, it has been classified in
the consolidated financial statements as selling, general and administrative
expense.





The
Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In
Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740").  Topic
740 contains a two-step approach to recognizing and measuring uncertain tax
positions.  The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates it is
more likely than not, that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any. The second step
is to measure the tax benefit as the largest amount, which is more than 50%
likely of being realized upon ultimate settlement.  The Company
considers many factors when evaluating and estimating the Company's tax
positions and tax benefits, which may require periodic adjustments. At June 30,
2010 and December 31, 2009, the Company did not record any liabilities for
uncertain tax positions.





CONCENTRATION
OF CREDIT RISK





Financial   instruments   that   potentially   subject   the Company  to concentrations
of credit risk consist principally of cash. The
Company maintains cash balances  at one financial
institution, which is insured by the Federal Deposit Insurance Corporation
(“FDIC”). The FDIC insured institution insures up to $250,000 on account
balances. The amounts that are not insured by FDIC limitations are held in
short-term securities. As of June 30, 2010 and December 31, 2009, there
were no uninsured balances. The company has not experienced any losses in such
accounts.





EARNINGS
(LOSS) PER SHARE




Earnings
(loss) per share is computed in accordance with ASC Topic 260, "Earnings per
Share". Basic earnings (loss) per share is computed by dividing net income
(loss), after deducting preferred stock dividends accumulated during the period,
by the weighted-average number of shares of common stock outstanding during each
period. Diluted earnings per share is computed by dividing net income by the
weighted-average number of shares of common stock, common stock equivalents and
other potentially dilutive securities outstanding during the period. The
outstanding warrants for the years ended June 30, 2010 and December 31, 2009,
are anti-dilutive and therefore are not included in earnings (loss) per
share.


10





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





The
following is a summary of the securities that could potentially dilute basic
loss per share in the future that were not included in the computation of
diluted loss per share because to do so would be anti-dilutive.





Quarter
      Ended
                  
                  
                  Quarter
      EndedJune
      30,
                  
                  
                  June
      30,2010
                  
                  
                  2009Warrants
                  
                  
                  -0-
                  
                  
                  
                  600,000Total
                  
                  
                  -0-
                  
                  
                  
                  600,000





ACCOUNTING
FOR STOCK-BASED COMPENSATION




The
Company applies ASC Topic 718 “Share-Based Payments” (“ASC Topic 718”) to
share-based compensation, which requires the measurement of the cost of services
received in exchange for an award of an equity instrument based on the
grant-date fair value of the award.  Compensation cost is recognized when
the event occurs.  The Black-Scholes option-pricing model is used to
estimate the fair value of options granted.





For the
quarters ended June 30, 2010 and June 30, 2009, the Company did not grant any
stock options.




NON-EMPLOYEE
STOCK BASED COMPENSATION





The cost
of stock-based compensation awards issued to non-employees for services are
recorded, in accordance with ASC Topic 505- 50 “Equity-Based Payments to
Non-Employees,” at either the fair value of the services rendered or the
instruments issued in exchange for such services, whichever is more readily
determinable, using the measurement date guidelines.





COMMON
STOCK PURCHASE WARRANTS





The
Company accounts for common stock purchase warrants in accordance ASC Topic 815
“Derivatives and Hedging”. The Company classifies as equity any contracts that
(i) require physical settlement or net-share settlement, or (ii) gives the
company a choice of net-cash settlement or settlement in its own shares
(physical settlement or net-share settlement).  The Company classifies
as assets or liabilities any contracts that (i) require net-cash settlement
(including a requirement to net cash settle the contract if an event occurs and
if that event is outside the control of the company), or (ii) give the
counterparty a choice of net-cash settlement or settlement in shares (physical
settlement or net-share settlement).





SEGMENT
INFORMATION





The
Company operates two business operations within its two subsidiaries, America’s
Emergency Network, Inc. (“AEN”) and Laurentian Peak Capital Group. In 2009 and
2010, all of the Company’s operations were in AEN, which is the material
segment. Laurentian’s business was inactive in 2009 and 2010, and its operation
are not materially considered in management’s decision making. The entire
business is comprehensively managed by a single management team that reports to
the Chief Executive Officer. Accordingly, the Company does not have separately
reportable segments.





RECLASSIFICATIONS





Certain
prior periods' balances have been reclassified to conform to the current
period's financial statement presentation. These reclassifications had no impact
on previously reported results of operations or stockholders'
equity.


11





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





RECENT
ACCOUNTING PRONOUNCEMENTS





Recently
Adopted Accounting Pronouncements





In
January 2010, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and
Disclosures,” which amends the disclosure requirements related to
recurring and nonrecurring fair value measurements.  The guidance requires
disclosure of transfers of assets and liabilities between Level 1 and Level 2 of
the fair value measurement hierarchy, including the reasons and the timing of
the transfers and information on purchases, sales, issuance, and settlements on
a gross basis in the reconciliation of the assets and liabilities measured under
Level 3 of the fair value measurement hierarchy. The guidance is effective for
annual and interim reporting periods beginning after December 15, 2009,
except for Level 3 reconciliation disclosures which are effective for annual and
interim periods beginning after December 15, 2010. The Company adopted
these amendments in the first quarter of 2010 and the adoption did not have a
material impact on the disclosures in the Company’s consolidated financial
statements.





In
June 2009, the FASB issued ASU 2009-17, Improvements to Financial Reporting
by Enterprises Involved with Variable Interest Entities, which changes
various aspects of accounting for and disclosures of interests in variable
interest entities. ASU 2009-17 is effective for interim and annual periods
beginning after November 15, 2009. The Company adopted these amendments in
the first quarter of 2010 and the adoption did not have a material impact on the
Company’s consolidated financial statements.





In June
2009, the Financial Accounting Standards Board ("FASB") issued authoritative
guidance on accounting for transfers of financial assets.  This guidance
was issued to improve the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial statements about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance, and cash flows; and a
transferor's continuing involvement, if any, in transferred financial assets.
 This guidance is effective for fiscal years and interim periods beginning
after November 15, 2009.  The adoption of this statement did not have a
material effect on the Company's consolidated financial statements.





Recently
Issued Accounting Pronouncements Not Yet Adopted





In July
2010, the Financial Accounting Standards Board (“FASB”) issued new accounting
guidance that will require additional disclosures about the credit quality of
loans, lease receivables and other long-term receivables and the related
allowance for credit losses. Certain additional disclosures in this new
accounting guidance will be effective for the Company on December 31,
2010 with certain other additional disclosures that will be effective on
March 31, 2011. The Company does not expect the adoption of this new
accounting guidance to have a material impact on its consolidated financial
statements.





In April
2010, the FASB issued ASU 2010-13, “Compensation — Stock Compensation (Topic
718) — Effect of Denominating the Exercise Price of a Share-Based Payment Award
in the Currency of the Market in Which the Underlying Equity Security Trades.”
ASU 2010-13 provides amendments to Topic 718 to clarify that an employee
share-based payment award with an exercise price denominated in the currency of
a market in which a substantial portion of the entity’s equity securities trades
should not be considered to contain a condition that is not a market,
performance, or service condition. Therefore, an entity would not classify such
an award as a liability if it otherwise qualifies as equity. The amendments in
ASU 2010-13 are effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2010 and are not expected
to have a significant impact on the Company’s consolidated financial
statements.





In March
2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic 815)
— Scope Exception Related to Embedded Credit Derivatives.”  ASU
2010-11 clarifies that the only form of an embedded credit derivative that is
exempt from embedded derivative bifurcation requirements are those that relate
to the subordination of one financial instrument to another. As a result,
entities that have contracts containing an embedded credit derivative feature in
a form other than such subordination may need to separately account for the
embedded credit derivative feature. The provisions of ASU 2010-11 will be
effective on July 1, 2010 and are not expected to have a significant impact on
the Company’s consolidated financial statements.





In
October 2009, the FASB issued ASU No. 2009-14, “Software (Topic 985) —
Certain Revenue Arrangements That Include Software Elements (A Consensus of the
FASB Emerging Issues Task Force)”. ASU 2009-14 requires tangible products that
contain software and non-software elements that work together to deliver the
products essential functionality to be evaluated under the accounting standard
regarding multiple deliverable arrangements. This standard update is effective
January 1, 2011 and may be adopted prospectively for revenue arrangements
entered into or materially modified after the date of adoption or
retrospectively for all revenue arrangements for all periods presented. The
Company does not expect that this standard update will have a significant impact
on its consolidated financial statements.


12





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





In
September 2009, the FASB issued certain amendments as codified in ASC Topic
605-25, “Revenue Recognition;
Multiple-Element Arrangements.”  These amendments provide
clarification on whether multiple deliverables exist, how the arrangement should
be separated, and the consideration allocated.  An entity is required to
allocate revenue in an arrangement using estimated selling prices of
deliverables in the absence of vendor-specific objective evidence or third-party
evidence of selling price. These amendments also eliminate the use of the
residual method and require an entity to allocate revenue using the relative
selling price method.  The amendments significantly expand the disclosure
requirements for multiple-deliverable revenue arrangements.  These
provisions are to be applied on a prospective basis for revenue arrangements
entered into or materially modified in fiscal years beginning on or after
June 15, 2010, with earlier application permitted.  The Company will
adopt the provisions of these amendments in its fiscal year 2011 and is
currently evaluating the impact of these amendments to its consolidated
financial statements.





Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements
upon adoption.





NOTE 4
INCOME TAXES





As
of June 30, 2010 and December 31,  2009 the Company had
Federal and state net operating losses of approximately $12,800,000 and
$12,100,000, that are  subject  to limitations. The losses
are available to offset future income. The net operating loss carryfowards
will expire in various years through 2028 subject to limitations of
Section 382 of the Internal Revenue Code, as amended. The Company has provided a
valuation reserve against the full amount of the net operating loss benefit,
because in the opinion of management based upon the earning history of the
Company, it is more likely than not that the benefits will not be realized. The
Company adopted ASC 740 which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between Consolidated Financial Statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.




The Tax
Reform Act of 1986 imposed substantial restrictions on the utilization of net
operating losses and tax credits in the event of an "ownership change", as
defined by the Internal Revenue Code. Federal and state net operating losses are
subject to limitations as a result of these restrictions. The Company
experienced a substantial change in ownership exceeding 50%. As a result, the
Company's ability to utilize its net operating losses against future income has
been significantly reduced.





The temporary differences that
give rise
to  deferred  tax  assets  and  liabilities
are as follows:


June
      30,
                      
                      
                      December 31,2010
                      
                      
                      2009Deferred
      tax asset due net operating losses
                      
                      $
                      4,480,000
                      
                      
                      $
                      4,235,000Less:
      Valuation allowance
                      
                      
                      (4,480,000
                      )
                      
                      
                      (4,235,000
                      )Net
      deferred tax asset
                      
                      $
                      0
                      
                      
                      $
                      0




In
assessing the amount of deferred tax asset to be recognized,
management considers whether it is more likely than not that some of
the losses will be used in the future.  Management expects that they
will not have benefit in the  future. Accordingly, a
full
valuation allowance has been  established.




NOTE 5–
FAIR VALUE OF FINANCIAL INSTRUMENTS





The
Company’s financial instruments consist primarily of cash, cash equivalents, and
marketable securities, accounts receivable, accounts payable, accrued expenses,
and debt. The carrying amounts of such financial instruments approximate their
respective estimated fair value due to the short-term maturities and/or
approximate market interest rates of these instruments.  The estimated
fair value is not necessarily indicative of the amounts the Company would
realize in a current market exchange or from future earnings or cash
flows.





The
Company adopted Statement of ASC Topic 820 Fair Value Measurements (“ASC
Topic 820”), which defines fair value, establishes a framework for measuring
fair value, and expands disclosures about fair value
measurements.  The standard provides a consistent definition of fair
value which focuses on an exit price that would be received upon sale of an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.  The standard also prioritizes,
within the measurement of fair value, the use of market-based information over
entity specific information and establishes a three-level hierarchy for fair
value measurements based on the nature of inputs used in the valuation of an
asset or liability as of the measurement date.


13


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE 5–
FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)





The
three-level hierarchy for fair value measurements is defined as
follows:


·
            Level
      1 – inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets;





·
            Level
      2 – inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      or the asset or liability other than quoted prices, either directly or
      indirectly including inputs in markets that are not considered to be
      active;





·
            Level
      3 – inputs to the valuation methodology are unobservable and significant
      to the fair value measurement





Assets
measured at fair value on a recurring basis are summarized below:


Fair value measurement at reporting date usingDescription
                                    
                                    June
      30,
                                      2010
                                    
                                    
                                    Quoted Prices in Active
                                      Markets for Identical Assets
                                      (Level 1)
                                    
                                    
                                    Significant Other
                                      Observable Inputs
                                      (Level 2)
                                    
                                    
                                    Significant
                                      Unobservable Inputs
                                      (Level 3)AssetsCash
      and  Cash Equivalents:Money
      market
                                    
                                    $
                                    65,446
                                    
                                    
                                    $
                                    65,446
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —Marketable
      securities:Mutual
      Funds
                                    
                                    
                                    75,020
                                    
                                    
                                    
                                    75,020Total
      assets
                                    
                                    $
                                    140,466
                                    
                                    
                                    $
                                    140,466
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —





Fair value measurement at reporting date usingDescription
                      
                      December 31,
                        2009
                      
                      
                      Quoted Prices in Active
                        Markets for Identical Assets
                        (Level 1)
                      
                      
                      Significant Other
                        Observable Inputs
                        (Level 2)
                      
                      
                      Significant
                        Unobservable Inputs
                        (Level 3)AssetsCash
      and  Cash Equivalents:Money
      market
                      
                      $
                      165,101
                      
                      
                      $
                      165,101
                      
                      
                      
                      —
                      
                      
                      
                      —





No other
than temporary impairments were recognized for the quarter ended June 30, 2010
and the year ended December 31, 2009.





NOTE 6 –
CAPITAL STOCK AND EQUITY





On
December 24, 2009, the Company accepted the final subscription arising from a
December 7, 2009 private-financing transaction with certain private investors
(the “Purchasers”), pursuant to a subscription agreement (the “Agreement”) for
an aggregate purchase price of Two Hundred and Twenty Thousand Dollars
($220,000) consisting of an aggregate of $220,000 in 10% Promissory Notes, due
twelve months from the date of issuance and 11,000,000 shares of common
stock.





Pursuant
to the completed private financing transactions, we issued to U.S. Purchasers,
in reliance upon the exemption provided by Sections 4(2) and 4(6) under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and pursuant to Rule 506 of Regulation D promulgated thereunder,
consisting(a) an aggregate of $170,000 in 10% Promissory Notes, due twelve
months from the date of issuance; and (b) an aggregate of 8,500,000 shares of
common stock of our Company. The offer and sale of the following securities was
exempt from the registration requirements of the Securities Act under
Rule 506 insofar as (1) each of the U.S. Purchasers was accredited
within the meaning of Rule 501(a); (2) the transfer of the securities were
restricted by the Company in accordance with Rule 502(d); (3) there were no
non-accredited investors in any transaction within the meaning of Rule 506(b),
after taking into consideration all prior investors under Section 4(2) of
the Securities Act within the twelve months preceding the transaction; and (4)
none of the offers and sales were effected through any general solicitation or
general advertising within the meaning of Rule 502(c).


14


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE 6 –
CAPITAL STOCK AND EQUITY (CONTINUED)





Pursuant
to the completed private financing transactions, we issued to non-U.S.
Purchasers, in reliance upon the exemption provided by Regulation S under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and consisting of (a) an aggregate of $50,000 in 10% Promissory Notes,
due twelve months from the date of issuance; and (b) an aggregate of 2,500,000
shares of common stock of our Company. The non-U.S. Purchasers acknowledged the
following: The non-U.S. Purchaser is not a United States Person, nor is the
non-U.S. Purchaser acquiring the Securities shares directly or indirectly for
the account or benefit of a United States Person.  None of the funds
used by the non-U.S. Purchaser to purchase the Securities have been obtained
from United States Persons. For purposes of this Agreement, “United States
Person” within the meaning of U.S. tax laws, means a citizen or resident of the
United States, any former U.S. citizen subject to Section 877 of the Internal
Revenue Code, any corporation, or partnership organized or existing under the
laws of the United States of America or any state, jurisdiction, territory or
possession thereof and any estate or trust the income of which is subject to
U.S. federal income tax irrespective of its source, and within the meaning of
U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any
natural person resident in the United States; (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a U.S. person; (iv) any
trust of which any trustee is a U.S. person; (v) any agency or branch of a
foreign entity located in the United States; (vi) any non-discretionary account
or similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person; (vii) any discretionary
account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated, or (if an individual) resident in the
United States; and (viii) any partnership or corporation if organized under the
laws of any foreign jurisdiction, and formed by a U.S. person principally for
the purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a)) who are not natural persons, estates or
trusts.





Effective
March 4, 2010, Robert G. Wildberger, Bryan Janeczko, Joseph J. Giuliano, and
Janis J. Farnham were appointed as members of the Board of Directors to serve
until the next annual meeting of the Corporation’s shareholders or their
respective earlier death, resignation or removal from office. Commiserate with
their appointment, each of Robert G. Wildberger, Bryan Janeczko, Joseph J.
Giuliano, and Janis Farnham, were granted 250,000 shares of our company Common
Stock.  In addition, Joseph I. Emas resigned as a member of the Board
of Directors.  In appreciation of his contributions to the Company
outside of legal services, Mr. Emas was granted 1,000,000 shares of our
company’s Common Stock. The Company recorded directors’ fees of $29,400 for the
six months ended June 30, 2010 for this issuance of shares. The shares were
issued in May 2010.


On May 5,
2010, certain employees and consultants to the Company have accepted an
agreement to convert accrued salaries and fees totaling $427,245 due to them
into 28,894,243 shares of common stock at a conversion price of $.0147 per
share. The board of directors selected a committee to calculate and determine
the conversion price. The conversion price was calculated by taking
the average price of the last 90 days up to March 31, 2010 as a basis
number and factoring in timing circumstances for the money that was owed to
them.





Common
Stock


The
Company had 950,000,000 shares of $.001 par value common stock authorized as of
June 30, 2010 and December 31, 2009. Total shares issued and outstanding were
190,969,124 as of June 30, 2010 and 160,054,881 as of December 31,
2009.





Preferred
Stock


As of
June 30, 2010 and December 31, 2009, the Company had 25,000,000 shares of
preferred stock authorized, at $.001 par value and no preferred shares issued
and outstanding.





Options


As of
June 30, 2010 and December 31, 2009, no options to purchase common stock of the
Company were issued and outstanding.


15





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





Warrants


As of
June 30, 2010 and December 31, 2009, the Company has -0- and 600,000 common
stock warrants outstanding respectively at the end of each period.





The
following represents the stock warrant activity during the year ended December
31, 2009 and quarter ended June 30, 2010:





WeightedAverageWarrants
                          
                          
                          PriceBalance,
      12/31/08
                          
                          
                          800,000
                          
                          
                          $
                          .001Activity
      1/1/09-12/31/09—Warrants expired
                          
                          
                          (200,000
                          )
                          
                          
                          —Balance  12/31/09
                          
                          
                          600,000
                          
                          
                          $
                          .001Activity
      1/1/10-6/30/10—Warrants expired
                          
                          
                          (600,000
                          )
                          
                          
                          —Balance  6/30/10
                          
                          
                          -0-
                          
                          
                          $
                          .001





NOTE 7 –
COMMITMENTS AND CONTINGENCIES





The
Company’s executive and operations offices are located in Miami, Florida. The
Company pays rent on a monthly basis of $2,518 per month. Also, the Company is
responsible for an additional $277 per month for operating cost pass-through.
Consequently, the total rent payment is $2,795. The current lease arrangement
expires on April 30, 2011.





The
Company entered into various consulting agreements related to services to be
rendered by the consultants. The agreements are on a month to month
basis.





NOTE 8 –
RELATED PARTY TRANSACTIONS





Prior to
the acquisition of AEN its President and current CEO of Brampton advanced the
Company funds for legal and other start up costs for the Company’s operations.
These advances are non-interest bearing and are expected to be paid at an
undetermined date





NOTE 9 -
PROPERTY AND EQUIPMENT





Property
and Equipment consist of the following:


Property and Equipment:
                                                        
                                                        Estimated
                                                          Life
                                                        
                                                        June
      30, 2010
                                                        
                                                        
                                                        December 31, 2009Website
      development
                                                        
                                                        5
      Years
                                                        
                                                        $
                                                        290,927
                                                        
                                                        
                                                        
                                                        290,927Conference
      display
                                                        
                                                        5
      Years
                                                        
                                                        
                                                        8,559
                                                        
                                                        
                                                        
                                                        8,559Computer
      and software
                                                        
                                                        5
      Years
                                                        
                                                        
                                                        207,996
                                                        
                                                        
                                                        
                                                        206,746Installation
      Parts
                                                        
                                                        5
      Years
                                                        
                                                        
                                                        24,697
                                                        
                                                        
                                                        
                                                        24,697Leasehold
      improvements
                                                        
                                                        2
      Years
                                                        
                                                        
                                                        6,445
                                                        
                                                        
                                                        
                                                        6,445Furniture
                                                        
                                                        5
      Years
                                                        
                                                        
                                                        10,225
                                                        
                                                        
                                                        
                                                        10,225Total
      Property and Equipment
                                                        
                                                        
                                                        
                                                        $
                                                        548,849
                                                        
                                                        
                                                        
                                                        547,599Accumulated
      Depreciation
                                                        
                                                        
                                                        
                                                        
                                                        (280,756)
                                                        
                                                        
                                                        
                                                        (220,756
                                                        )Total
      Property and Equipment, Net
                                                        
                                                        
                                                        
                                                        $
                                                        268,093
                                                        
                                                        
                                                        
                                                        326,843





NOTE
10   NOTES PAYABLE





On
December 24, 2009, the Company completed an offering with certain private
investors, pursuant to a subscription agreement for an aggregate purchase price
of $220,000 consisting of an aggregate of $220,000 in 10% Promissory Notes. The
Notes are due on December 7, 2010 and interest is due immediately as of December
24, 2009. Interest expense for the three and six months ended June 30, 2010 and
2009 totaled $0.


16





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE
10   NOTES PAYABLE (CONTINUED)





In
consideration for the purchase of the 10% Promissory Notes, each investor
received 50 shares of $.001 par value common stock for each dollar subscribed
for an aggregate issuance of 11,000,000 shares.  The Notes were
recorded at their approximate fair value at the date of the Subscription
Agreement of $220,000, and a discount in the same amount was recorded against
the carrying value of the notes payable.   Amortization of the
discount began in January of 2010 and will be charged against interest expense
over the term of the notes. Amortization expense related to the discount for the
three and six months ended June 30, 2010 totaled $55,000 and $110,000
respectively.





On April
14, 2010, Paul Michelin and Louisa Michelin (collectively the "Investor") agreed
to purchase $250,000 of five-year Debentures convertible at any time at a rate
of $.005 per share into a maximum of 50,000,000 shares of the Company's Common
Stock equivalent to 20.8% of the Company's outstanding shares based upon
190,119,191 shares outstanding at the present date before giving effect to the
possible conversion of the debentures into 50,000,000 shares, which would bring
the outstanding shares to 240,119,191 shares if converted in full. The
Subscription Agreement provides for the Investor to have the right to appoint up
to three members of the Board of Directors. It also provides that the Company
shall make available to its subsidiary, America's Emergency Network, Inc.
("AEN"), not greater than $20,000 per month for its operational expenses, except
that for the period representing April 2010 and May 2010, the Company shall make
available $20,000 per month for AEN operational expenses. The Subscription
Agreement also provides that from June 2010 forward, AEN shall notify the
Investor as to the amount of the required funds and its purpose and that the
Investor  shall have the right to approve or disapprove of said
disbursements, it being understood that Investor's approval shall not be
unreasonably withheld. Management of the Company has concluded that the
foregoing transaction may have resulted in a change of control of the Company.
Further, Company will, subject to continuing confirmation of Accredited Investor
Status, accept subscriptions of $250,000 every ninety (90) days following
the initial investment, until the full Offering amount (i.e. totaling
$1,500,000) is satisfied or the Company, in its sole discretion, terminates the
Offering. The Company has the right, in its sole discretion, to not accept a
Tranche provided the Company provides written notice to the Investor, not less
than five days prior to the expiration of the 90 day period of a Tranche, of not
accepting the Tranche.  Unaccepted Tranches are not cumulative unless
agreed to in writing by the Investor.  The Company has agreed to
extend the payment date for the next $250,000 Tranche that was payable on July
22, 2010 to September 20, 2010. The Company will have until September 15, 2010
to not accept the Tranche provided the Company provides written notice to the
investor by that date.  The investor has agreed to permit the Company
to accrue interest on his existing debentures until the Company receives from
the investor or from a third party funding of at least $250,000. The agreed upon
extension of time is to permit the Company to seek to obtain financing on better
terms than those provided by the investor, the success of which cannot be
assured. See "Note 11."





The Notes
were recorded at their approximate fair value at the date of the Subscription
Agreement of $250,000, and a discount in the same amount was recorded against
the carrying value of the notes payable.   Amortization of the
discount began in April 2010 and will be charged against interest expense over
the term of the notes. Amortization expense related to the discount for the
three and six months ended June 30, 2010 totaled $-0- and $62,500
respectively.





If the
full amount of these debentures are transacted and the aggregate shares of
300,000,000 were to be issued it would result in a change of control in the
Company.




The
offering was made in reliance upon the exemption provided by Sections 4(2) and
4(6) under the Securities Act of 1933, as amended, for a transaction not
involving a public offering and pursuant to Rule 506 of Regulation D promulgated
thereunder.





NOTE
11:  SUBSEQUENT EVENTS





The
Company has evaluated all subsequent events through the filing date of this Form
10-Q for appropriate accounting and disclosures.





In
reference to the contract described in Note 10, the Company has agreed to extend
the payment date for the next $250,000 Tranche that was payable on July 22, 2010
to September 20, 2010. The Company will have until September 15, 2010 to not
accept the Tranche provided the Company provides written notice to the investor
by that date.  The investor has agreed to permit the Company to accrue
interest on his existing debentures until the Company receives from the investor
or from a third party funding of at least $250,000. The agreed upon extension of
time is to permit the Company to seek to obtain financing on better terms than
those provided by the investor, the success of which cannot be
assured.




17




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS





The
following is management's discussion and analysis of certain significant factors
that have affected our financial condition, results of operations and cash flows
during the periods included in the accompanying unaudited consolidated
financials statements. This discussion should be read in conjunction with the
consolidated financials statements and notes included in our Annual Report on
Form 10-K for its fiscal year ended December 31, 2009.





Special
Note Regarding Forward Looking Statements





This
Quarterly Report on Form 10-Q contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The Act
provides a safe harbor for forward-looking statements to encourage companies to
provide prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements, other than statements of historical fact,
that we make in this Quarterly Report on Form 10-Q are forward-looking. The
words "anticipates," "believes," "expects," "intends," "will continue,"
"estimates," "plans," "projects," the negative of these terms and similar
expressions are intended to identify forward-looking
statements.  However, the absence of these words does not mean the
statement is not forward-looking.





Forward-looking
statements involve risks, uncertainties or other factors which may cause actual
results to differ materially from the future results, performance or
achievements expressed or implied by the forward-looking statements. These
statements are based on our management's beliefs and assumptions, which in turn
are based on currently available information. Certain risks, uncertainties or
other important factors are detailed in this Quarterly Report on Form 10-Q and
may be detailed from time to time in other reports we file with the Securities
and Exchange Commission, including on Forms 8-K and 10-K.





Examples
of forward looking statements in this Quarterly Report on Form 10-Q include, but
are not limited to, our expectations regarding our ability to generate
operating  cash flows and to fund our working capital and capital
expenditure requirements. Important assumptions relating to the forward-looking
statements include, among others, assumptions regarding demand for our products,
pricing levels, the timing and cost of capital expenditures, competitive
conditions and general economic conditions. These assumptions could prove
inaccurate. Although we believe that the estimates and projections reflected in
the forward-looking statements are reasonable, our expectations may prove to be
incorrect. Important factors that could cause actual results to differ
materially from the results and events anticipated or implied by such
forward-looking statements include:





·
            the
      risks of a company seeking to develop a new
  business;





·
            management’s
      plans, objectives and budgets for its future operations and future
      economic performance;





·
            capital
      budget and future capital
requirements;





·
            meeting
      future capital needs;





·
            our
      dependence on management and the need to recruit additional
      personnel;





·
            limited
      trading for our common stock





·
            the
      level of future expenditures;





·
            impact
      of recent accounting pronouncements;
and





·
            the assumptions described in this
      report underlying such forward-looking
  statements.





Actual
results and developments may materially differ from those expressed in or
implied by such statements due to a number of factors, including:





·
            those
      described in the context of such forward-looking
    statements;


18





·
            future
      product development and marketing
costs;





·
            changes
      in our pricing plans;





·
            timely
      development and acceptance of our
products;





·
            the
      markets of our domestic operations;





·
            the
      impact of competitive products and
pricing;





·
            the
      political, social and economic climate in which we conduct operations;
      and





·
            the
      risk factors described in other documents and reports filed with the
      Securities and Exchange Commission.





We
operate in a very competitive and rapidly changing environment. New risks emerge
from time to time. It is not possible for us to predict all of those risks, nor
can we assess the impact of all of those risks on our business or the extent to
which any factor may cause actual results to differ materially from those
contained in any forward-looking statement. We believe these forward-looking
statements are reasonable. However, you should not place undue reliance on any
forward-looking statements, which are based on current expectations. Further,
forward-looking statements speak only as of the date they are made, and unless
required by law, we expressly disclaim any obligation or undertaking to update
publicly any of them in light of new information or future events.





In this
Quarterly Report on Form 10-Q, "Company," "the Company," "us," and "our" refer
to Brampton Crest International, Inc., a Nevada corporation, and our
subsidiaries, unless the context requires otherwise.





Overview
- AEN





On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company ("AEN"), Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into the Company
such that AEN continued as a wholly owned subsidiary corporation of the Company.
As a result of this transaction, the Company issued a total of 100,000,000
shares of Common Stock to the former members of AEN. Shortly after the Company's
acquisition of AEN, the loan origination business of Laurentian ceased to
concentrate the Company's resources on the business of AEN.





America's
Emergency Network is designed to link Emergency Operations Centers (EOC's) in
cities, towns, counties, school boards, and other government entities with the
general public, media outlets, first responders, and other government agencies
by syndicating live video streams to subscribing media websites. The system is
designed to send live and recorded video feeds of news briefings by emergency
coordinators or other public officials issued at any government facility in any
location over the internet to the public and the media instantly. The design of
the system envisions a satellite component so it will continue to operate before
and after disasters, even when telephone, cell phone, and terrestrial internet
systems have failed. In addition, during short-fuse emergencies (tanker
accidents, bio-hazards, etc.), America's Emergency Network is designed to
provide an instant-communications link directly to all subscribing media
outlets. With AEN deployed nationally, critical information would reach the
public much sooner since all subscribing media outlets would receive the video
feeds at once.





AEN is
marketing its video-syndication service, including live and recorded information
on hurricane activity, to television and newspaper websites across the
country.  In addition, video feeds are distributed on iPhone apps sold
through third-party marketing efforts.





Recent Sales of
Securities





On
December 24, 2009, the Company accepted the final subscription arising from a
December 7, 2009 private-financing transaction with certain private investors
(the “Purchasers”), pursuant to a subscription agreement (the “Agreement”) for
an aggregate purchase price of Two Hundred and Twenty Thousand Dollars
($220,000) consisting of an aggregate of $220,000 in 10% Promissory Notes, due
twelve months from the date of issuance and 11,000,000 shares of common stock.
The Notes were recorded at their approximate fair value at the date of the
Subscription Agreement of $220,000, and a discount in the same amount was
recorded against the carrying value of the notes
payable.   Amortization of the discount will begin in January of
2010 and will be charged against interest expense over the term of the notes.
Interest expense for the three and six months ended June 30, 2010 are $55,000
and $110,000 respectively. Interest expense for the three and six months ended
June 30, 2009 was $-0-.


19





Pursuant
to the completed private financing transactions, we issued to U.S. Purchasers,
in reliance upon the exemption provided by Sections 4(2) and 4(6) under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and pursuant to Rule 506 of Regulation D promulgated thereunder,
consisting(a) an aggregate of $170,000 in 10% Promissory Notes, due twelve
months from the date of issuance; and (b) an aggregate of 8,500,000 shares of
common stock of our Company. The offer and sale of the following securities was
exempt from the registration requirements of the Securities Act under
Rule 506 insofar as (1) each of the U.S. Purchasers was accredited
within the meaning of Rule 501(a); (2) the transfer of the securities were
restricted by the Company in accordance
with Rule 502(d); (3) there were no non-accredited investors in any
transaction within the meaning of Rule 506(b), after taking into consideration
all prior investors under Section 4(2) of the Securities Act within the
twelve months preceding the transaction; and (4) none of the offers and sales
were effected through any general solicitation or general advertising within the
meaning of Rule 502(c).





Pursuant
to the completed private financing transactions, we issued to non-U.S.
Purchasers, in reliance upon the exemption provided by Regulation S under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and consisting of (a) an aggregate of $50,000 in 10% Promissory Notes,
due twelve months from the date of issuance; and (b) an aggregate of 2,500,000
shares of common stock of our Company. The non-U.S. Purchasers acknowledged the
following: The non-U.S. Purchaser is not a United States Person, nor is the
non-U.S. Purchaser acquiring the Securities shares directly or indirectly for
the account or benefit of a United States Person. None of the funds used by the
non-U.S. Purchaser to purchase the Securities have been obtained from United
States Persons. For purposes of this Agreement, “United States Person” within
the meaning of U.S. tax laws, means a citizen or resident of the United States,
any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any
corporation, or partnership organized or existing under the laws of the United
States of America or any state, jurisdiction, territory or possession thereof
and any estate or trust the income of which is subject to U.S. federal income
tax irrespective of its source, and within the meaning of U.S. securities laws,
as defined in Rule 902(o) of Regulation S, means: (i) any natural person
resident in the United States; (ii) any partnership or corporation organized or
incorporated under the laws of the United States; (iii) any estate of which any
executor or administrator is a U.S. person; (iv) any trust of which any trustee
is a U.S. person; (v) any agency or branch of a foreign entity located in the
United States; (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a U.S. person; (vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized,
incorporated, or (if an individual) resident in the United States; and (viii)
any partnership or corporation if organized under the laws of any foreign
jurisdiction, and formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a)) who are not natural persons, estates or trusts.





On April
14, 2010, Paul Michelin and Louisa Michelin (collectively the "Investor") agreed
to purchase $250,000 of five-year Debentures convertible at any time at a rate
of $.005 per share into a maximum of 50,000,000 shares of the Company's Common
Stock equivalent to 20.8% of the Company's outstanding shares based upon
190,119,191 shares outstanding at the present date before giving effect to the
possible conversion of the debentures into 50,000,000 shares, which would bring
the outstanding shares to 240,119,191 shares if converted in full. The
Subscription Agreement provides for the Investor to have the right to appoint up
to three members of the Board of Directors. It also provides that the Company
shall make available to its subsidiary, America's Emergency Network, Inc.
("AEN"), not greater than $20,000 per month for its operational expenses, except
that for the period representing April 2010 and May 2010, the Company shall make
available $20,000 per month for AEN operational expenses. The Subscription
Agreement also provides that from June 2010 forward, AEN shall notify the
Investor as to the amount of the required funds and its purpose and that the
Investor  shall have the right to approve or disapprove of said
disbursements, it being understood that Investor's approval shall not be
unreasonably withheld. Management of the Company has concluded that the
foregoing transaction may have resulted in a change of control of the Company.
Further, Company will, subject to continuing confirmation of Accredited Investor
Status, accept subscriptions of $250,000 every ninety (90) days following
the initial investment, until the full Offering amount (i.e. totaling
$1,500,000) is satisfied or the Company, in its sole discretion, terminates the
Offering. The Company has the right, in its sole discretion, to not accept a
Tranche provided the Company provides written notice to the Investor, not less
than five days prior to the expiration of the 90 day period of a Tranche, of not
accepting the Tranche.  Unaccepted Tranches are not cumulative unless
agreed to in writing by the Investor.  The Company has agreed to
extend the payment date for the next $250,000 Tranche that was payable on July
22, 2010 to September 20, 2010. The Company will have until September 15, 2010
to not accept the Tranche provided the Company provides written notice to the
investor by that date.  The investor has agreed to permit the Company
to accrue interest on his existing debentures until the Company receives from
the investor or from a third party funding of at least $250,000. The agreed upon
extension of time is to permit the Company to seek to obtain financing on better
terms than those provided by the investor, the success of which cannot be
assured.




20




On May 5,
2010, certain employees and consultants to the Company have accepted an
agreement to convert accrued salaries and fees due to them to common stock. The
individuals and consultants have agreed to convert a total of $427,245 of
accrued salaries and fees into 28,894,243 common shares.





Results of
Operations





Three and six months ended
June 30, 2010 compared to three and six months ended June 30,
2009





Three months ended June 30,
2010 compared to three months ended June 30, 2009





Sales
decreased from $32,529 for the three month period ended June 30, 2009 to $-0-
for the three month period ended June 30, 2010, primarily as a result of the
loss of revenues from the contract with Peacock Productions that expired in
April 2009.





Costs of
sales decreased from $2,194 for the three month period ended June 30, 2009 to
$-0- for the three month period ended June 30, 2010, primarily due to
non-recurring 2009 costs associated with the Peacock Productions contract
including personnel dedicated to this contract.





Sales and
general and administrative expenses decreased from $545,568 for the three month
period ended June 30, 2009 to $247,744 for the three month period ended June 30,
2010 due to reduction of expenses.




Other
expenses for the three months ended June 30, 2010 increased by $121,874 due to
recording of amortization discount on note payable of $117,500 and reduction of
interest income being earned on investments.





Our net
loss of $514,858 for the three month period ended June 30, 2009 as compared to
$369,243 for the three month period ended June 30, 2010, was significantly
reduced as sales decreases were offset by substantial decreases in operating
expenses.





Sixmonths endedJune 30, 2010 compared to
sixmonths
ended June 30, 2009





Sales
decreased from $114,936 for the six month period ended June 30, 2009 to $32 for
the six month period ended June 30, 2010, primarily as a result of the loss of
revenues from the contract with Peacock Productions that expired in April
2009.





Costs of
sales decreased from $41,123 for the six month period ended June 30, 2009 to
$-0- for the six month period ended June 30, 2010, primarily due to
non-recurring costs associated with the Peacock Productions contract including
personnel dedicated to this contract.





Sales and
general and administrative expenses decreased from $899,761 for the six month
period ended June 30, 2009 to $533,478 for the six month period ended June 30,
2010 due to reduction in the number of personnel employed, lower salaries,
reduced rent and other office expenses, reduced travel expenses, and other
cost-saving measures instituted by the management.




Other
expenses for the six months ended June 30, 2009 increased by $178,034 due to
recording of amortization discount of note payable of $172,500 and reduction of
interest income being earned on investments.





Our net
loss of $824,262 for the six month period ended June 30, 2009 as compared to
$709,794 for the six month period ended June 30, 2010, was reduced as sales
decreases were offset by substantial decreases in operating
expenses.




Liquidity
and Capital Resources.





For the
six months ended June 30, 2010, net cash was used in operating activities
totaling $273,385. This was primarily due to our net loss of $709,794 partially
offset by amortization of note discount of $172,500, depreciation of $60,000 and
stock issued of $427,245 to reduce liabilities owed to employees and
professionals.  Net cash was used in investing activities of $76,270
consisting mainly of purchase of marketable securities of $75,020. The decrease
in cash and cash equivalents for the quarter ended June 30, 2010 is primarily
due to the lack of operating revenues.





Total
assets decreased from $506,702 on December 31, 2009 to $412,603 on June 30,
2010, primarily as a result of decrease in cash from operations and reduction of
fixed assets from depreciation. Current liabilities decreased from $519,616 on
December 31, 2009 to $432,565 on June 30, 2010, due to stock issued of
$427,245 to reduce liabilities owed to employees and professionals and offset by
recording of amortization discount of note payable.


21





We are
financing our operations and other working capital requirements principally from
the receipt of proceeds from the private placements of our securities as
described under Recent Sales of Securities.  As reported in the
Company's Form 10-K for its fiscal year ended December 31, 2009, there is a
substantial doubt about the Company's ability to continue as a going concern
without the receipt of substantial additional financing. We can provide no
assurances that such financing will be obtained by the Company on terms
satisfactory to us, if at all. Management intends to utilize the proceeds
received from any such financing towards the implementation of the
Company's business plan and to provide working  capital and/or
for future expansion of the Company's operations.





The
Company had losses from continuing operations of $709,794 during the six months
ended 2010. At June 30, 2010, the Company had negative working capital of
$292,099.   The decrease in working capital from 2009-2010 is
attributable to decrease in cash and accruals for employee and professional
compensation as a result of funding operations. The Company had cash on hand of
$65,446 at June 30, 2010 which is not sufficient to meet our current cash
requirements for the next twelve months.





The
Company expects to incur additional losses until sufficient sales of its
products are achieved.  The Company’s total sales figure for the six months
ended June 30, 2010 is $32, however the Company is still operating at a loss and
substantial sales volumes have not yet been achieved.  The Company
continues to need operating capital to continue operations. There can be no
assurance that the Company's future revenues will ever be significant or that
the Company's operations will ever be profitable.





The
Company continues to target government initiatives for sales. In addition, the
Company is developing products for the private marketplace.  The
products are similar to or based on the government products, and have the same
technological base.  In many cases the same IP network, which was
especially designed for video distribution, will be utilized in serving the
education, healthcare, and corporate markets.





CRITICAL
ACCOUNTING POLICIES




Critical
Accounting Policies




Accounting
Policies and Estimates





The
preparation of our consolidated financials statements in conformity with
accounting principles generally accepted in the United States of America
requires our management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financials statements and
the reported amounts of revenues and expenses during the reporting
period.  Our management periodically evaluates the estimates and
judgments made. Management bases its estimates and judgments on historical
experience and on various factors that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates as a result of
different assumptions or conditions.





As such,
in accordance with the use of accounting principles generally accepted in the
United States of America, our actual realized results may differ from
management’s initial estimates as reported.  A summary of significant
accounting policies are detailed in notes to the consolidated financials
statements which are an integral component of this filing.





Revenue
Recognition





The
Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB
No. 104”). SAB 104 clarifies application of generally accepted accounting
principles related to revenue transactions. The Company also follows the
guidance in FASB Accounting Standards Codification (ASC) Topic 605-25, Revenue
Arrangements with Multiple Deliverables (formerly "EITF Issue No. 00-08-1"), in
arrangements with multiple deliverables.





The
Company recognizes revenues when all of the following criteria are met: (1)
persuasive evidence of an arrangement exists, (2) delivery of products and
services has occurred, (3) the fee is fixed or determinable and (4)
collectability is reasonably assured.





The
Company receives revenue for consulting services, video streaming services,
equipment sales and leasing, installation, and maintenance
agreements.  Sales and leasing agreement terms generally are for one
year, and are renewable year to year thereafter.  Revenue for
consulting services is recognized as the services are provided to
customers.  For upfront payments and licensing fees related to
contract research or technology, the Company determines if these payments and
fees represent the culmination of a separate earnings process or if they should
be deferred and recognized as revenue as earned over the life of the
related agreement. Milestone payments are recognized as revenue upon achievement
of contract-specified events and when there are no remaining performance
obligations. Revenues from monthly video streaming agreements, as well as
equipment maintenance, are recorded when earned. Operating equipment lease
revenues are recorded as they become due from customers.  Revenues
from equipment sales and installation are recognized when equipment delivery and
installation have occurred, and when collectability is reasonably
assured.


22





In
certain cases, the Company enters into agreements with customers that involve
the delivery of more than one product or service.  Revenue for such
arrangements is allocated to the separate units of accounting using the relative
fair value method in accordance with ASC Topic No. 605-25. The delivered item(s)
is considered a separate unit of accounting if all of the following criteria are
met: (1) the delivered item(s) has value to the customer on a standalone basis,
(2) there is objective and reliable evidence of the fair value of the
undelivered item(s) and (3) if the arrangement includes a general right of
return, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor. If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement, the arrangement consideration is
allocated to the separate units of accounting based on their relative fair
values.





Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through June 30,
2010. Therefore, a sales return allowance has not been established since
management believes returns will be insignificant.





WHERE
YOU CAN FIND MORE INFORMATION




You are
advised to read this Form 10-Q in conjunction with other reports and documents
that we file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q, Annual report on Form 10-K, and Current Reports
on Form 8-K that we file from time to time. You may obtain copies of these
reports directly from us or from the SEC at the SEC’s Public Reference Room at
100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about
obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains information for electronic filers at its website
http://www.sec.gov.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




We do not
hold any derivative instruments and do not engage in any hedging
activities.





ITEM
4T. CONTROLS AND PROCEDURES





a)
Evaluation of Disclosure Controls and Procedures





Our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under
the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the last
day of the fiscal period covered by this report, June 30, 2010.  The
term disclosure controls and procedures means our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms.  Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to management, including our
principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.





Based on
the above evaluation, our principal executive officer and our principal
financial officer concluded that our disclosure controls and procedures were not
effective for the current quarter. Management identified the following control
deficiencies that led to our assessment of the ineffectiveness of disclosure
controls and procedures: (1) an inadequate segregation of duties consistent with
control objectives; (2) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (3) ineffective
controls over period end financial disclosure and reporting
processes.




In
March 2010 the Company replaced the prior interim CFO with a full-time CFO. Due
to the size of our Company and the costs associated to remediate these issues,
we still consider the concerns listed to be relevant. Based on that evaluation,
our principal executive officer and our principal financial officer have
concluded that our disclosure controls and procedures as of June 30, 2010 are
not effective due to material weaknesses in our internal controls over financial
reporting described above, and other factors related to the Company’s financial
reporting processes. The Company is in the process of evaluating and continuing
to rectify the internal controls and procedures to ensure that the internal
controls and procedures satisfy the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —
Integrated Framework.




It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable and not absolute assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of certain events. Because of
these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.


23





b)
Changes in Internal Control over Financial Reporting





Other
than the changes described in item 4T (a) concerning the hiring of a permanent
Chief Financial Officer to replace the interim Chief Financial Officer there
were no changes in the Company’s internal control over financial reporting that
occurred during our last fiscal quarter which have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.





24




PART II
OTHER INFORMATION




ITEM
1. LEGAL
PROCEEDINGS





The
Company is not a party to any litigation and, to its knowledge, no action, suit
or proceeding has been threatened against the Company.





ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





(a) From January 1, 2010
through August 13, 2010, we had no sales or issuances of unregistered common
stock, except as provided in the table below:





Date of
                                        Sale
                                      
                                      Title of
                                        Security
                                      
                                      Number Sold
                                      
                                      Consideration Received and
                                        Description of
                                        Underwritingor Other
                                        Discounts toMarket
                                        Price or Convertible
                                        Security, Afforded to
                                        Purchasers
                                      
                                      Exemption from
                                        Registration
                                        Claimed
                                      
                                      If Option, Warrant
                                        orConvertible
                                        Security,terms of
                                        exercise or
                                        conversionMarch
                                        2010
                                      
                                      Common
                                        Stock
                                      
                                      2,000,000
      shares
                                      
                                      Services
      rendered as a
                                        member
      or former member of the board; no
                                        commissions
      paid
                                      
                                      Section
      4(2)
                                      
                                      Not
      applicable.April
                                        2010
                                      
                                      Convertible
                                        Debentures
                                      
                                      Debentures
      in
                                        the
      principal
                                        amount
      of $250,000
                                      
                                      $250,000;
      no commissions paid
                                      
                                      Section
      4(2);
                                        Rule
      506
                                      
                                      Debentures
      convertible at $.50 per share.May
                                        2010
                                      
                                      Common
                                        Stock
                                      
                                      29,004,310
      shares
                                      
                                      $427,245
      of payables
                                        converted
      into
                                        Common
      Stock
                                      
                                      Section
      4(2);
                                        Rule
      506





(b) Rule
463 of the Securities Act is not applicable to the Company.





(c) In
the six months ended June 30, 2010, there were no repurchases by the Company of
its Common Stock.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





There
were no defaults upon senior securities during the period ended June 30,
2010.





ITEM
4.  REMOVED AND RESERVED





ITEM
5. OTHER INFORMATION





There is
no information with respect to which information is not otherwise called for by
this form.




ITEM
6. EXHIBITS





The
following exhibits are filed herewith.





Exhibits:





31.1
              Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act.


31.2
                  Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act.
 32.1
                  Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.


32.2
              Certification
      of Principal Financial and Accounting Officer Pursuant to Section 906 of
      the Sarbanes-Oxley Act.




25





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(b) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Miami, Florida,
on August 13, 2010.




BRAMPTON
      CREST INTERNATIONAL INC.Date:
      August 13, 2010
                        By:
      /s/ Bryan NorcrossBryan
      NorcrossPresident,
      Principal Executive OfficerDate:
      August 13, 2010
                        By:
      /s/ Joseph GiulianoJoseph
      GiulianoChief
      Financial
Officer




26