U.S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, 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 March 31, 2011







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.)





3107 Stirling Road, Suite 201, Fort Lauderdale, FL

33312(Address of principal executive offices)

(Zip Code)





Registrant's Telephone Number:  (954) 374-0555


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 May 23, 2011Common stock, $0.001 par value

200,000,000








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 March 31, 2011 and December 31, 2010
4(b)  Condensed Consolidated Statements of Operations for the Three months Ended March 31, 2011 and 2010
5(c)  Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2011 and 2010
6(d)  Notes to Condensed Consolidated Financial Statements
7Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
19Item 3. Quantitative and Qualitative Disclosures About Market Risk
23Item 4T. Controls and Procedures
24Part II.  Other Information
24Item 1. Legal Proceedings
24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
24Item 3. Defaults Upon Senior Securities
25Item 4. (Removed and Reserved)
25Item 5. Other Information
26Item 6. Exhibits
26Signatures
27CERTIFICATIONSExhibit 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, 2010. 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 March 31, 2011 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





March 31,


December 31,2011


2010(audited)ASSETSCurrent Assets:Cash and Cash Equivalents

$
4,308


$
1,693Accounts Receivable


-



-Total Current Assets


4,308



1,693PROPERTY AND EQUIPMENT, net


72,555



82,555Other Assets:Deposits and Prepaid Expenses


-



-TOTAL ASSETS

$
76,863


$
84,248LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)Accounts Payable

$
176,030


$
117,127Accrued Expenses


-



-Due to Related Party


95,926



95,926Current Portion of Notes Payable


-



407,500Total Current Liabilities


271,956



620,553COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITY (DEFICIENCY)Preferred stock, $.001 par value; 300,000,000 shares authorized, 264,000,000 shares and -0- shares issued and outstanding as of March 31, 2011 and December 31, 2010


20



20Common stock, $.001 par value; 950,000,000 shares authorized, 190,949,124 and 200,000,000 shares issued and outstanding at September 30, 2010 and December 31, 2009 (respectively)


200,000



190,609Additional Paid in Capital


15,241,933



14,771,933Accumulated Deficit


(15,637,046
)


(15,498,867
)TOTAL STOCKHOLDERS' DEFICIENCY


(195,093
)


(536,305
)TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)

$
76,863


$
84,248





See accompanying notes to the Consolidated Financial Statements


4





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS





Three Months EndedMarch 31,2011


2010Revenue

$
1,211


$
32Cost of Sales


-



-Gross Profit


1,211



32Selling, General and Administrative Expenses


76,892



285,734Loss from Operations


(75,681
)


(285,702
)Other Income (Expense)Impairment of Assets


-



-Interest Expense


(62,500
)


(55,000
)Interest Income


2



151Total Other Income (Expense)


(62,498
)


(54,849
)Loss Before Income Taxes


(138,179
)


(340,551
)Income Tax Benefit


-



-Net Loss

$
(138,179
)

$
(340,551
)Loss Per Share-Basic and Diluted

$
(0.00
)

$
(0.00
)Weighted Average Common SharesOutstanding -Basic and Diluted


200,000,000



160,054,881





See accompanying notes to the Consolidated Financial Statements


5





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS





March 31,


March 31,2011


2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(138,179
)

$
(340,551
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation


10,000



30,000Impairment of Fixed Assets


-



-Amortization of Note Discount


62,500



55,000Stock Issued for services rendere


-



-Changes in operating assets and liabilities:Decrease (Increase) in assets:Accounts Receivable


-



10,000Prepaid Expenses and Deposits


-



714Increase (Decrease) in liabilities:Accounts payable and accrued expenses


58,903



90,789Net Cash Used In Operating Activities


(6,776
)


(154,048
)Cash Flows from Investing ActivitiesMarketable Securities redeemed (purchased)


-



-Fixed Assets Purchased


-



(1,250
)Net Cash (Used In) Provided by Investing Activities


-



(1,250
)Cash Flows from Financing ActivitiesPrivate Placement-Net of expenses


-



-Stock Issued for Note Payable


9,391



-Net Cash Provided by (Used In) Financing Activities


9,391



-NET DECREASE IN CASH AND CASH EQUIVALENTS


2,615



(155,298
)CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


1,693



165,101CASH AND CASH EQUIVALENTS, END OF PERIOD

$
4,308


$
9,803SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Interest paid during the period

$
-


$
-Income taxes paid during the period

$
-


$
-





See accompanying notes to the Consolidated Financial Statements


6





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





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 through a third-party.  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 $75,861, during the year ended March 31, 2011. At March 31, 2011, the Company had negative working capital of $195,093. The Company had cash and marketable securities on hand of $4,308 at March 31, 2011 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 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 MONTHS ENDED MARCH 31, 2011 AND 2010





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





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 December 31, 2010 and March 31, 2011, the Company had cash equivalents in the amount of approximately $1,693 and $4,308, 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 March 31, 2011 and December 31, 2010.





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 March 31, 2011 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.


8





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





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 content licensing. Sales-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 March 31, 2011. 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.





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, 2007, 2008, 2009 and 2010, the tax years which remain subject to examination by major tax jurisdictions as of March 31, 2011.





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.


9


BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





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 March 31, 2011 and December 31, 2010, 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 March 31, 2011 and December 31, 2010, 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 nine months ended March 31, 2011 and 2009, are anti-dilutive and therefore are not included in earnings (loss) per share.





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.





Year Ended


Year EndedDecember 31,


March 31,2010


2011Convertible Debt to Common Stock


61,000,000



61,000,000Preferred Shares to Common Stock


1,549,124



1,549,124Warrants


-0-



-0-Total


62,549,124



62,549,124





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 nine months ended March 31, 2011 and December 31, 2010, 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.


10





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





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 2010 and 2011, 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.





RECENT ACCOUNTING PRONOUNCEMENTS





Recently Adopted Accounting Pronouncements





In December 2010, the FASB issued a new standard addressing the disclosure of supplemental pro forma information for business combinations that occur during the current year.  The new standard requires public entities that present comparative financial statements to disclose the revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the prior annual reporting period.  The standard is effective for the Company as of January 1, 201. The Company does not expect it will have a material impact on its financial position or results of operations.




In July 2010, the FASB issued Accounting Standards Update No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses(“ASU 2010-20”). This ASU requires enhanced disclosures with disaggregated information regarding the credit quality of an entity’s financing receivables and its allowance for credit losses. The update also requires disclosure of credit quality indicators, past due information, and modifications of financing receivables. This ASU is effective for interim and annual reporting periods ending after December 15, 2010. The Company adopted this ASU beginning with its annual reporting period ended March 31, 2011. This new accounting guidance did not have a significant impact on the Company’s financial position, cash flows or results of operations.





In May 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-19, “Multiple Foreign Currency Exchange Rates(Topic 830)”. The amendments in this Update are effective for reported balances in an entity’s financial statements that differ from their underlying U.S. dollar denominated values occurring in the first interim or annual period ending on or after March 15, 2010. The amendments are to be applied retrospectively. The Company adopted these amendments in 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.





In April 2010, the FASB issued ASU 2010-18, “Receivables (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool That Is Accounted for as a Single Asset.”  The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early application is permitted. The Company adopted these amendments in the third year of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.


11


BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





In April 2010, the FASB issued ASU 2010-17, “Revenue Recognition—Milestone Method”,which  provides guidance on defining the milestone and determining when the use of the milestone method of revenue recognition for research and development transactions is appropriate. It provides criteria for evaluating if the milestone is substantive and clarifies that a vendor can recognize consideration that is contingent upon achievement of a milestone as revenue in the period in which the milestone is achieved, if the milestone meets all the criteria to be considered substantive. ASU 2010-17 is effective for milestones achieved in fiscal years, and interim periods within those years beginning on or after June 15, 2010 with prospective application.  Early adoption is permitted with specific provisions.  The Company adopted these amendments in the third year of 2010 and the adoption did not have a material impact on the disclosures in 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 Company adopted these amendments in the third year of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.




In January 2010, the FASB issued guidance that requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements, including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The Company adopted the new accounting guidance beginning January 1, 2010. This update had no impact on the Company’s financial position, cash flows or results of operations.





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 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 adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.





In October 2009, the FASB issued authoritative guidance about the accounting for revenue contracts containing multiple elements, allowing the use of companies’ estimated selling prices as the value for deliverable elements under certain circumstances and to eliminate the use of the residual method for allocation of deliverable elements. This guidance is effective for the Company beginning January 1, 2011. The Company does not expect that this standard will have a significant impact on its financial position or results of operations.





In September 2009, the FASB issued ASU 2009-13 (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 adopted these amendments in the third year 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 Financial Accounting Standards Board (FASB) issued new accounting guidance on accounting for transfers of financial assets which removes the concept of a qualifying special-purpose entity (QSPE) and clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company adopted the new accounting guidance beginning January 1, 2010. This new accounting guidance did not have a signficant impact on the Company’s financial position, cash flows or results of operations.




In June 2009, the FASB issued new accounting guidance which revises the approach to determining the primary beneficiary of a variable interest entity (VIE) to be more qualitative in nature and requires companies to more frequently reassess whether they must consolidate a VIE. The Company adopted the new accounting guidance beginning January 1, 2010. This new accounting guidance did not have a significant impact on the Company’s financial position, cash flows or results of operations.


12





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





Recently Issued Accounting Pronouncements Not Yet Adopted





In July 2010, the FASB issued ASU 2010-20, “Receivables (Topic 310): Disclosure about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”,which 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 March 31, 2011 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.





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 March 31, 2011 and December 31,  2010 the Company had Federal and state net operating losses of approximately $14,200,000 and $13,200,000, that are  subject  to limitations. The losses are available to offset future income. The net operating loss carryforwards 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:


December 31,2010


March 31, 2011Deferred tax asset due net operating losses

$
4,985,000


$
5,010,000Less: Valuation allowance


(4,985,000
)


(5,010,000
)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.


13





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





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.





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

December

31,

2010


Quoted Prices in Active

Markets for Identical Assets

(Level 1)


Significant Other

Observable Inputs

(Level 2)


Significant

Unobservable Inputs

(Level 3)AssetCash and  Cash Equivalents:Money market

$
1,693


$
1,693



—



—Marketable securities:Mutual FundsPreferred/FixedRate CapSecuritiesTotal assets

$
1,693


$
1,693



—



—





Fair value measurement at reporting date usingDescription

March 31,

2011


Quoted Prices in Active

Markets for Identical Assets

(Level 1)


Significant Other

Observable Inputs

(Level 2)


Significant

Unobservable Inputs

(Level 3)Cash and  Cash Equivalents:Money market

$
4,308


$
4,308



—



—





No other than temporary impairment were recognized for the year ended March 31, 2011 and the year end December 31, 2010.


14





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





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. In the event the notes become due and payable and the Company has not made payment under the notes, causing there to be an event of default, the Company at its sole discretion may retire the notes through the issuance and delivery of 50,000 shares of Common Stock for each dollar of principal outstanding. Since interest was prepaid to each investor, no interest will be payable to the noteholders at maturity.





Pursuant to the aforementioned 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 were 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 aforementioned 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 nine months ended March 31, 2011 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.


15





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





Common Stock


The Company had 200,000,000 shares of Common Stock, $.001 par value, authorized prior to increasing its authorized shares through board approval on October 31, 2007 to 950,000,000 shares, $.001 par value. The board of directors does not intend to issue any shares above its originally authorized number of 200,000,000 shares until such time as the Company obtains stockholder approval to ratify the Board's prior activities or to increase the number of authorized shares to another specified number. Total shares issued and outstanding were 200,000,000 as of March 31, 2011.





Preferred Stock


As of March 31, 2011 and December 31, 2010, 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 March 31, 2011 and December 31, 2010, no options to purchase common stock of the Company were issued and outstanding.





Warrants


As of March 31, 2011 and December 31, 2010, the Company has -0- common stock warrants outstanding respectively at the end of each period.





The following represents the stock warrant activity during the year ended December 31, 2010 and year ended March 31, 2011:





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 1/1/10-12/31/10—Warrants expired


(600,000
)


—Balance  12/31/10


-0-


$
.001Activity 1/1/11-3/31/11—Warrants expired


-0-



—Balance  3/31/10


-0-


$
.001





NOTE 7 – COMMITMENTS AND CONTINGENCIES





The Company’s executive and operations offices are located in Ft. Lauderdale, Florida.  The Company pays uses officer space occupied by one of its financial consultants. No rent is charged for use of the office space.





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 former CEO of Brampton advanced AEN funds for legal and other start up costs for AEN's operations. These advances are non-interest bearing. Total due as of March 31, 2011 and  December 31, 2010 was $95,926. In addition to the prior advances an additional $90,000 of salary has been accrued by AEN. Also, in January 2011, approximately $7,000was advanced to the Company for working capital during the month.


16





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





NOTE 9 - PROPERTY AND EQUIPMENT





Property and Equipment consist of the following:


Property and Equipment:

Estimated

Life

March 31, 2011


December 31, 2010Website development

5 Years

$
290,927



290,927Conference display

5 Years


-0-



8,559Computer and software

5 Years


55,596



207,996Installation Parts

5 Years


-0-



24,697Leasehold improvements

2 Years


-0-



6,445Furniture

5 Years


-0-



10,225Total Property and Equipment



$
346,473



548,849Accumulated Depreciation




(273,918
)


(310,756
)Total Property and Equipment, Net



$
82,555



238,093





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 were due in December 2010. Interest was prepaid to each investor upon issuance of each Note. Interest expense for the three and nine months ended March 31, 2011 and 2009 totaled $0.





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 nine months ended March 31, 2011 totaled $55,000 and $165,000 respectively.





In the event the notes become due and payable and the Company has not made payment under the notes, causing there to be an event of default, the Company at its sole discretion may retire the notes through the issuance and delivery of 50 shares of Common Stock for each dollar of principal outstanding. Since interest was prepaid to each investor, no interest will be payable to the noteholders at maturity.  If the noteholders are not repaid at the date of maturity, however, interest will accrue on the outstanding balance at a rate of 1.5% per month.





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.  In May 2011, the parties executed an agreement which released the Michelins from any obligation to pay Brampton the additional $1,250,000 in subscriptions. See "Note 11."





17





BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010





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 nine months ended March 31, 2011 totaled $62,500 and $125,000 respectively.





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 May 22, 2011 for appropriate accounting and disclosures.





In January 2011, Bryan Norcross resigned from the Board and as Principal Executive Officer. In May 2011, Joseph Giuliano, our Principal Financial Officer, was elected Principal Executive Officer. These events have once again created a material weakness due to improper segregation of duties. In the event additional capital is raised, the Company will seek to hire additional management to segregate the positions of Principal Executive Officer and Principal Accounting Officer.





On May 13, 2011, the Company entered into an agreement with MRP Group LLC which has resulted in a change in control.  In December 2010 and May 2011, the Company's board approved an exchange for services rendered, the issuance of Series 1 Preferred Stock convertible into an aggregate of 12 million shares of Common Stock. In connection with this transaction, Janis Farnham, Bryan Janeczko, Robert Wildberger and Brad Hacker received Series 1 Preferred Stock convertible into 9,500,000 shares, 750,000 shares, 750,000 shares and 1,000,000 shares of Common Stock, respectively, subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares. The securities issued to Janis Farnham were partially in consideration of her waiving $90,000 in accrued salary. Also, Joseph Emas agreed to exchange 1,949,124 shares of Common Stock for Series 1 Preferred Stock convertible into 1,949,124 shares. The Preferred Stock has the voting rights equal to the number of shares of Common Stock into which they are convertible.





In May 2011, the Company issued 11 million shares of its Common Stock in exchange for the conversion of $220,000 in principal debt which was invested in the Company in December 2009.





On May 13, 2011, the Company entered into an agreement with MRP Group LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above. The agreement with MRP also included various professionals releasing the Company from various obligations to pay for services that were in arrears. It also included certain releases among the parties to the agreement and it released the Michelins from any obligation to pay the remaining $1,250,000 due under their subscription agreement..





18




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 financial statements. This discussion should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for its fiscal year ended December 31, 2010.





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 can be found in the Risk Factors under "Item 1.A" of our Form 10-K for the fiscal year ended December 31, 2010.





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.





General Company Description





History





America’s Emergency Network, LLC was a Florida-registered limited liability company founded by Bryan Norcross and Max Mayfield in 2007 to implement AEN.  On March 19, 2008, the LLC merged into a subsidiary of the publicly traded company, Brampton Crest International, Inc. (OTBB: BRCI), and became America’s Emergency Network, Inc. (“AEN”), a Florida corporation.  AEN is a wholly owned subsidiary of Brampton Crest International, Inc. Norcross and Mayfield are shareholders and the key strategic visionaries of the Company.   Mr. Norcross previously served as Brampton’s and AEN’s President and Chief Executive Officer.




19





Services





The AEN network design is a multi-part system that gathers, distributes, displays, and archives emergency information generated by local, state, and federal governmental agencies.  The design does not allow AEN to alter or edit the content, nor provide any commentary or analysis.  Each municipality or agency remains in full control of its information, and decides when (or under what conditions) to send out live video feeds.  Analogous to C-SPAN’s broadcasts of raw, unedited, live video of the House and Senate proceedings, the AEN design allows emergency news briefings from any subscribing governmental entity with instructions for the general public to be disseminated.





The video feeds sent out by government agencies are distributed to multiple websites.  On media sites (owned by newspapers, television stations, etc.), the public would be able to view the live news briefings free of charge.    In addition, the design allows video feeds to be recorded so they can be viewed after the news conferences have concluded.  With the AEN system widely deployed, members of the public will have access to the full set of emergency information and instructions for their area (free, for a reasonable time after the event) even if they miss the live coverage.





The AEN design allows an agency to control its feeds by an easy-to-use switch control box.    Each subscribing governmental entity, big and small, will be able to feed its emergency briefings to local-media websites for distribution to the public.





AEN’s business model calls for video feeds to be distributed for free to the public on the internet via media websites, while access to “premium” content (such as broadcast-resolution video streams – whether live, recently recorded, and/or archived) would be sold on a subscription basis to television outlets and other entities.





Additional revenue would be generated by leveraging AEN’s technology and distribution backbone for private business.    Broadcasters and networks have a need for a new method for gathering video feeds and for providing “backhaul” video to reporters at remote locations that is less expensive than traditional video transmission and back-haul systems.  Many private businesses and other entities would benefit from being able to distribute video of a special briefing or event to media outlets for broadcast.  The AEN infrastructure’s design can fill many of these needs.





The Company requires additional financing as described under "Item -1A-Risk Factors" in our form 10-K for the fiscal year ended December 31, 2010, to sustain and grow the AEN business and to hire qualified management and employees to execute our business plan. We can provide no assurances that additional financing will be obtained to grow the AEN business on terms satisfactory to us, if at all. In the absence of such additional financing, the Company will seek to establish or acquire other business opportunities and to obtain financing for same.  In such event, the Company may be required to sell or shut down the AEN operations. We can provide no assurances that a new business can be established or acquired or that additional financing for any such new business opportunity or acquisition will be available on terms satisfactory to us, if at all.  In the event that the decision is made to sell the AEN business or to cease its operations, we can provide no assurances that the Company will realize any substantial sums of money from the sale of any such business.




Recent Sales of Securities





On May 13, 2011, the Company entered into an agreement with MRP Group LLC as described below which has resulted in a change in control.  In December 2010 and May 2011, the Company's board approved an exchange for services rendered, the issuance of Series 1 Preferred Stock convertible into an aggregate of 12 million shares of Common Stock. In connection with this transaction, Janis Farnham, Bryan Janeczko, Robert Wildberger and Brad Hacker received Series 1 Preferred Stock convertible into 7,500,000 shares, 750,000 shares, 750,000 shares and 1,000,000 shares of Common Stock, respectively, subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares. Also, Joseph Emas agreed to exchange 1,949,124 shares of Common Stock for Series 1 Preferred Stock convertible into 1,949,124 shares. The Preferred Stock has the voting rights equal to the number of shares of Common Stock into which they are convertible.





In May 2011, the Company issued 11 million shares of its Common Stock in exchange for the conversion of $220,000 in principal debt which was invested in the Company in December 2009.





The change in control described below and the issuance of Series 1 Preferred Stock to the officers, directors and former officers and/or directors identified above is exempt under Section 4(2) and/or Rule 506 of the Securities Act of 1933, as amended. The transaction described in the immediately preceding paragraph is exempt under Section 3(a)(9) of the Securities Act as an exchange of securities of the same issuer with no commissions being paid.




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Changes in Control of Registrant.





On May 13, 2011, the Company entered into an agreement with MRP Group LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and J. Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed basis for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above.  The agreement of May 13, 2011 also released the Michelins from any obligation to invest an additional $1,250,000 pursuant to a subscription agreement dated April 2010.





The offer and sale of shares of our securities were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education, and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act; and (f) no finder's fees were paid.





RESULTS OF OPERATIONS





Quarter Ended March 31, 2011, Compared to Quarter Ended March 31, 2010





Sales increased to $1,211 for the quarter ended March 31, 2011 as compared to $32 for the quarter ended March 31, 2010. The increase was due to revenue received from contracts related to its AEN operations





Selling, General, and Administrative Expenses decreased to $76,892 for the quarter ended March 31, 2011 as compared to $285,734 for the quarter ended March 31, 2010. The decrease is dueto limited operations within the Company and reduction of personnel during the quarter.





Current Assets





Cash and cash equivalents increased to $4,308 on March 31, 2011 as compared to  $1,693 on December 31, 2010, primarily as a result of lack of capital resources and the need to raise additional financing.





Liabilities





Current Liabilities changed to $271,956 at March 31, 2011 as compared to $620,553 at December 31, 2010, due to advances received to pay for operating costs.  See Liquidity and Capital resources for further information on notes payable and private placements.





Liquidity and Capital Resources





We are financing our operations and other working capital requirements principally from the receipt of proceeds from private placements of our securities and from interest income as outlined below.





On December 24, 2009, we accepted the final subscription arising from a December 7, 2009 private financing transactions with certain private investors, pursuant to a subscription 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).




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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 hares 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.





We currently need additional financing to maintain our company as a going concern. We can provide no assurances that additional financing will be available to us on terms satisfactory to us, if at all. See "Risk Factors."  In May 2011, we issued 11,000,000 shares to the note holder to retire the principal amount of $220,000 due under the aforementioned notes.





On April 14, 2010 the Company agreed to a stock subscription agreement with an investor. The agreement states the Company will sell up to $1,500,000 in five-year convertible debentures (converting to an aggregate of 300,000,000 shares the Company’s common stock [“Common Stock” or the “Shares”]), subject to certain terms and conditions.  The Company will, subject to continuing confirmation of Accredited Subscriber Status accept subscriptions of $250,000 every ninety  (90) days following the initial investment, until the full Offering amount is satisfied or the Company, in its sole discretion, terminates the Offering (each a “Tranche”); except that it is acknowledged that the initial investment shall be satisfied in two payments, one of $20,000 on April 14, 2010 and the remainder of the payment, consisting of $230,000, to be paid in the week of April 19, 2010.  The agreement provided that the Company may, in its sole discretion, not accept a Tranche provided the Company provides written notice to the Subscriber, 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 Subscriber. In May 2011, the Company agreed to cancel the balance of this subscription agreement and it agreed to have the notes convertible into 500 shares of Series 2 Preferred Stock which would be further convertible into 50,000,000 shares of Common Stock upon stockholder approval of an increase in the authorized number of shares of Common Stock to at least 6 billion.





In December 2010 and May 2011, the Company's board approved an exchange for services rendered, the issuance of Series 1 Preferred Stock convertible into an aggregate of 12 million shares of Common Stock. In connection with this transaction, Janis Farnham, Bryan Janeczko, Robert Wildberger and Brad Hacker received Series 1 Preferred Stock convertible into 9,500,000 shares, 750,000 shares, 750,000 shares and 1,000,000 shares of Common Stock, respectively, subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares. Also, Joseph Emas agreed to exchange 1,949,124 shares of Common Stock for Series 1 Preferred Stock convertible into 1,949,124 shares. The Preferred Stock has the voting rights equal to the number of shares of Common Stock into which they are convertible.





On May 13, 2011, the Company entered into an agreement with MRP Group LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and J. Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above.





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Critical Accounting Policies





Accounting Policies and Estimates





The preparation of our financial 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 financial 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 financial 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.





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 December 31, 2010.   Therefore, a sales return allowance has not been established since management believes returns will be insignificant.




ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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




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ITEM 4.
CONTROLS AND PROCEDURES





Under the supervision and with the participation of our management, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, management concluded that these disclosure controls and procedures were not effective at March 31, 2011, due to inadequate segregation of duties or our Principal Executive Officer and Principal Financial Officer.





Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.





Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company’s internal control over financial reporting was not effective as of March 31, 2011 due to inadequate segregation of duties by our Principal Executive Officer and Principal Financial Officer. There were no significant changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except for the resignation of Bryan Norcross as Principal Executive Officer and Joseph Giuliano assuming Mr. Norcross' responsibilities subsequent to his resignation.




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





On May 13, 2011, the Company entered into an agreement with MRP LLC as described below which has resulted in a change in control.  In December 2010, the Company's board approved an exchange for services rendered, the issuance of Series 1 Preferred Stock convertible into an aggregate of 12 million shares of Common Stock. In connection with this transaction, Janis Farnham, Bryan Janeczko, Robert Wildberger and Brad Hacker received Series 1 Preferred Stock convertible into 9,500,000 shares, 750,000 shares, 750,000 shares and 1,000,000 shares of Common Stock, respectively, subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares. Also, Joseph Emas agreed to exchange 1,949,124 shares of Common Stock for Series 1 Preferred Stock convertible into 1,949,124 shares. The Preferred Stock has the voting rights equal to the number of shares of Common Stock into which they are convertible.





In May 2011, the Company issued 11 million shares of its Common Stock in exchange for the conversion of $220,000 in principal debt which was invested in the Company in December 2009.





The change in control described below and the issuance of Series 1 Preferred Stock to the officers, directors and former officers and/or directors identified above is exempt under Section 4(2) and/or Rule 506 of the Securities Act of 1933, as amended. The transaction described in the immediately preceding paragraph is exempt under Section 3(a)(9) of the Securities Act as an exchange of securities of the same issuer with no commissions being paid.




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Changes in Control of Registrant.





On May 13, 2011, the Company entered into an agreement with MRP LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed basis for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above. The agreement of May 13, 2011 also released the Michelins from any obligation to invest an additional $1,250,000 pursuant to a subscription agreement dated April 2010.





The offer and sale of shares of our securities were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education, and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act; and (f) no finder's fees were paid





Stock Repurchases





In the three months ended March 31, 2011, there were no repurchases by the Company of its Common Stock.




ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





Not applicable





ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS





Reserved.




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




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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 November 15, 2010.




BRAMPTON CREST INTERNATIONAL INC.Date: May 23, 2011
By: /s/ Joseph GiulianoJoseph GiulianoPrincipal Executive Officer and Principal Financial Officer





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