U.S.SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.20549
  
 
 FORM
10-Q/A (Amendment No. 3)
  
 
 (Mark
One)
 x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30,
  2008
 
 OR
 
  ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 Commission
file number 000-51207
  BRAMPTON
CREST INTERNATIONAL INC.
 (Name of
small business issuer in its charter)
  Nevada
              
              30-0286164(State
      or other
              
              (I.R.S.
      Employerjurisdiction
      of incorporation)
              
              Identification
      No.)
  4700
Biscayne Blvd., Suite 500, Miami, FL 33137
 (Address
and Zip Code of Principal Executive Offices)
 
 Registrant's
Telephone Number: (305) 722-4800
 
 Securities
registered under Section 12(b) of the Exchange Act:
 None
  Securities
registered under Section 12(g) of the Exchange Act:
 Common
Stock, $0.001 par value per share
 (Title of
Class)
  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: Yesx  Noo
  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
      Business Issuer  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 October 6, 2009Common
      stock, $0.001 par value
              
              148,218,881
  
  EXPLANATORY
NOTE:
 
 On July
7, 2009, the Company’s Board of Directors and management determined that our
financial statements for the quarter ended June 30, 2008 could no longer be
relied upon because of a change in the accounting treatment of the Merger
discussed and accounted for in those financial statements. Note 2 of the
attached consolidated financial statements describes the revisions that have
been made to the consolidated financial statements. We have also revised “Item
2.  Management’s Discussion and Analysis of Financial Condition and Results
of Operation” to reflect those changes.  In addition, we have revised “Item
4.  Controls and Procedures” to conform to the requirements of Item
308T(a)(1) of Regulation S-K.
 
 Other
than these changes, the disclosures in this amended report are as of the initial
filing date of August 14, 2008 and this report does not include subsequent
events.
 
 Further,
as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), new certifications by our principal executive officer and
principal financial officer have been filed as exhibits to this Form 10-Q/A
under Item 6 of Part II hereof.
  2
  BRAMPTON
CREST INTERNATIONAL INC. AND SUBSIDIARIES
  PagePart
      I. Financial InformationItem
      1. Condensed Consolidated Financial Statements and Notes to Financial
      Statements(a)
      Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31,
      2007 (unaudited) -RESTATED
                      
                      4(b)
      Condensed Consolidated Statements of Operations for the Three and Six
      Months Ended June 30, 2008 and 2007 (unaudited)
                      
                      5(c)
      Condensed Consolidated Statements of Cash Flow for the Six Months Ended
      June 30, 2008 and 2007 (unaudited) RESTATED
                      
                      6(d)
      Notes to Condensed Consolidated Financial Statements
      (unaudited)
                      
                      7Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                      
                      19Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                      
                      22Item
      4. Controls and Procedures
                      
                      22Part
      II. Other Information
                      
                      23Item
      1. Legal Proceedings
                      
                      23Item
      1A. Risk Factors
                      
                      23Item
      2. Unregistered
      Sales of Equity Securities and Use of Proceeds
                      
                      26Item
      3. Defaults Upon Senior Securities
                      
                      26Item
      4. Submission of Matters to a Vote of Security Holders
                      
                      26Item
      5. Other Information
                      
                      26Item
      6. Exhibits
                      
                      26Signatures
                      
                      27
  3
 
 PART I –
FINANCIAL STATEMENTS
 
 Brampton
Crest International, Inc. and Subsidiaries
 Condensed
Consolidated Balance Sheets (Restated)
 Unaudited
 
 June 30,
                        
                        
                        December 31,2008
                          (As Restated)
                        
                        
                        2007
                          (As Restated)ASSETSCURRENT
      ASSETS:Cash
      and Cash Equivalents
                        
                        $
                        131,358
                        
                        
                        $
                        31,479Marketable
      Securities
                        
                        
                        950,000
                        
                        
                        
                        350,000Notes
      receivable
                        
                        
                        -
                        
                        
                        
                        204,337Total
      Current Assets
                        
                        
                        1,081,358
                        
                        
                        
                        585,816PROPERTY
      AND EQUIPMENT:Website
      development
                        
                        
                        204,955
                        
                        
                        
                        -Conference
      display
                        
                        
                        8,559
                        
                        
                        
                        -Computer
      and software
                        
                        
                        5,560
                        
                        
                        
                        848Leasehold
      improvements
                        
                        
                        1,500
                        
                        
                        
                        -Equipment
      Off-site
                        
                        
                        106,367
                        
                        
                        
                        -Total
      Property and Equipment
                        
                        
                        326,941
                        
                        
                        
                        848Accumulated
      Depreciation
                        
                        
                        (46,350
                        )
                        
                        
                        (28
                        )Total
      Property and Equipment
                        
                        
                        280,591
                        
                        
                        
                        820OTHER
      ASSETS:Deposits
      and Prepaid Expenses
                        
                        
                        39,278
                        
                        
                        
                        11,622Trademarks
                        
                        
                        10,650
                        
                        
                        
                        -Goodwill
                        
                        
                        10,415,748
                        
                        
                        
                        -Total
      Other Assets
                        
                        
                        10,465,676TOTAL
      ASSETS
                        
                        $
                        11,827,625
                        
                        
                        $
                        598,258LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      Payable
                        
                        $
                        30,887
                        
                        
                        $
                        4,061Due
      to Officer
                        
                        
                        95,926
                        
                        
                        
                        -Total
      Current Liabilities
                        
                        
                        126,813
                        
                        
                        
                        -TOTAL
      CURRENT  LIABILITIES
                        
                        
                        126,813
                        
                        
                        
                        4,061STOCKHOLDERS
      EQUITYPreferred
      stock, $.001 par value; 25,000,000 shares authorized, -0- shares issued
      and outstanding at June 30, 2008 and December 31, 2007
                        
                        $
                        -
                        
                        
                        $
                        -Common
      stock, $.001 par value; 950,000,000 shares authorized, 198,264,660 and
      51,518,764 shares issued and outstanding at June 30, 2008 and December 31,
      2007
                        
                        
                        198,285
                        
                        
                        
                        51,518Additional
      paid in capital
                        
                        
                        12,888,614
                        
                        
                        
                        1,589,900Accumulated
      deficit
                        
                        
                        (1,386,087
                        )
                        
                        
                        (1,047,221
                        )Total
      Stockholders' Equity
                        
                        
                        11,700,812
                        
                        
                        
                        594,197$
                        11,827,625
                        
                        
                        $
                        598,258
 
 See
accompanying notes to the unaudited Condensed Consolidated Financial
Statements
  4
  Brampton
Crest International, Inc. and Subsidiaries
 Condensed
Consolidated Statements of Operations
 (Unaudited)
 
 Three Months Ended
                    
                    
                    Six Months EndedJune 30,
                    
                    
                    June 30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007SALES
                    
                    $
                    -0-
                    
                    
                    $
                    -
      0-
                    
                    
                    $
                    -0-
                    
                    
                    $
                    -0-COST
      OF SALES
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-GROSS
      PROFIT
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-SELLING,
      GENERAL ANDADMINISTRATIVE
      EXPENSES
                    
                    
                    356,978
                    
                    
                    
                    33,845
                    
                    
                    
                    411,538
                    
                    
                    
                    80,424LOSS
      FROM OPERATIONS
                    
                    
                    (356,978
                    )
                    
                    
                    (33,845
                    )
                    
                    
                    (411,538
                    )
                    
                    
                    (80,424
                    )OTHER
      INCOME (EXPENSE)INTEREST
      INCOME/EXPENSE
                    
                    
                    1,104
                    
                    
                    
                    10,067
                    
                    
                    
                    12,637
                    
                    
                    
                    22,270LOSS
      ON DISPOSAL OF FIXED ASSETS
                    
                    
                    -
                    
                    
                    
                    (480
                    )
                    
                    
                    -
                    
                    
                    
                    (480
                    )TOTAL
      OTHER INCOME (EXPENSE)
                    
                    
                    1,104
                    
                    
                    
                    9,587
                    
                    
                    
                    12,637
                    
                    
                    
                    21,790LOSS
      FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
                    
                    
                    (355,874
                    )
                    
                    
                    (24,258
                    )
                    
                    
                    (398,901
                    )
                    
                    
                    (58,634
                    )INCOME
      TAX PROVISION
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -NET
      LOSS FROM CONTINUED OPERATIIONS
                    
                    
                    (355,874
                    )
                    
                    
                    (24,258
                    )
                    
                    
                    (398,901
                    )
                    
                    
                    (58,634
                    )INCOME
      FROM DISCONTIUED OPERATIONS NET OF INCOME TAX BENEFIT OF $0 IN
      2007
                    
                    
                    
                    
                    
                    
                    85
                    
                    
                    
                    
                    
                    
                    
                    371NET
      LOSS
                    
                    
                    (355,874
                    )
                    
                    
                    (24,173
                    )
                    
                    
                    (398,901
                    )
                    
                    
                    (58,263
                    )LOSS
      PER SHARE-BASIC
      AND DILUTED LOSS PER SHARE:CONTINUING
      OPERATIONS
                    
                    
                    (0.00
                    )
                    
                    
                    (0.00
                    )
                    
                    
                    (0.01
                    )
                    
                    
                    (0.00
                    )DISCONTINUED
      OPERATIONS
                    
                    
                    (0.00
                    )
                    
                    
                    (0.00
                    )
                    
                    
                    (0.00
                    )
                    
                    
                    (0.00
                    )NET
      LOSS PER SHARE
                    
                    
                    (0.00
                    )
                    
                    
                    (0.00
                    )
                    
                    
                    (0.01
                    )
                    
                    
                    (0.00
                    )WEIGHTED
      AVERAGE COMMON SHARESOUTSTANDING
      - BASIC AND DILUTED
                    
                    
                    125,009,511
                    
                    
                    
                    51,518,710
                    
                    
                    
                    88,264,111
                    
                    
                    
                    51,518,710
 
 See
accompanying notes to the unaudited Condensed Consolidated Financial
Statements
  5
 
 Brampton
Crest International, Inc. and Subsidiaries
 Condensed
Consolidated Statements of Cash Flows (restated)
 (Unaudited)
 
 Six
      Months EndedJune
      30,2008
                            (As Restated)
                          
                          
                          2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                          
                          $
                          (398,901
                          )
                          
                          $
                          (58,263
                          )Adjustments
      to reconcile net loss to net cash used in operating activities:Depreciation
                          
                          
                          31,398
                          
                          
                          
                          120Changes
      in operating assets and liabilities:
                          
                          
                          
                          
                          
                          
                          480Decrease
      (Increase) in assets:Inventory
                          
                          
                          -0-
                          
                          
                          
                          94Prepaid
      expenses and deposits
                          
                          
                          (48,650
                          )Increase
      (Decrease) in liabilities:Accounts
      payable and accrued expenses
                          
                          
                          1,177
                          
                          
                          
                          (18,607
                          )Net
      Cash Used  In Operating Activities
                          
                          
                          (414,976
                          )
                          
                          
                          (76,176
                          )Cash
      Flows From Investing ActivitiesMarketable
      Securities purchased
                          
                          
                          (600,000
                          )
                          
                          
                          -Fixed
      Assets Purchased
                          
                          
                          (249,975
                          )
                          
                          
                          -Cash
      acquired at acquisition
                          
                          
                          19,349
                          
                          
                          
                          -Net
      Cash Used In Investing Activities
                          
                          
                          (830,626
                          )
                          
                          
                          -Cash
      Flows From Financing ActivitiesProceeds
      from Sale of Common Stock, net of expenses
                          
                          
                          1,345,481
                          
                          
                          
                          -Net
      Cash Provided by Financing Activities
                          
                          
                          1,345,481
                          
                          
                          
                          -NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                          
                          
                          99,879
                          
                          
                          
                          (76,176
                          )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                          
                          
                          31,479
                          
                          
                          
                          864,676CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                          
                          $
                          131,358
                          
                          
                          $
                          788,500SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWS INFORMATION:SUPPLEMENTAL
      DISCLOSURE OF NONCASHACTIVITIES:Acquisition
      of America’s Emergency Network, LLC:Fixed
      assets
                          
                          $
                          61,194
                          
                          
                          $
                          -Cash
      acquired at acquisition
                          
                          
                          19,349Other
      assets
                          
                          
                          12,900
                          
                          
                          
                          -Loan
      payable
                          
                          
                          (204,337
                          )
                          
                          
                          -Officer
      loan
                          
                          
                          (95,926
                          )Accounts
      Payable
                          
                          
                          (108,928
                          )Goodwill
                          
                          
                          10,415,748
                          
                          
                          
                          -Common
      stock issued for acquisition
                          
                          $
                          10,100,000
                          
                          
                          $
 
 See
accompanying notes to the unaudited Condensed Consolidated Financial
Statements
  6
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1 -
INTERIM FINANCIAL STATEMENTS
 
 The
accompanying unaudited condensed consolidated financial statements include the
accounts of Brampton Crest International, Inc. and its Subsidiaries (the
“Company”), required to be consolidated in accordance with U.S. generally
accepted accounting principles (GAAP). The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with the
accounting policies described in the December 31, 2007 Form 10-K except for the
accounting policy relating to accounting for uncertainty in income taxes, and
should be read in conjunction with the consolidated financial statements and
notes thereto.
 
 The
unaudited condensed consolidated financial statements for the three and six
months ended June 30, 2008 and 2007 included herein have been prepared in
accordance with the instructions for Form 10-Q under the Securities Exchange Act
of 1934, as amended, and Article 10 of Regulation S-X under the Securities Act
of 1933, as amended. Certain information and footnote disclosures normally
included in financial statements prepared in conformity with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations relating to interim
financial statements.
 
 In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements contain only normal recurring adjustments necessary to
present fairly the Company’s financial position as of June 30, 2008, and the
results of its operations and cash flows for the three and six months ended June
30, 2008 and 2007. Certain prior year amounts have been restated or reclassified
to conform to the current period presentation. Operating results for the three
and six months ended June 30, 2008 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 2008.
 
 The
Company is filing this Amendment No. 3 to its Quarterly Report on Form 10-Q
and Form 10Q/A (Amendment No.1 and Amendment No.2) for the three and six months
ended June 30, 2008 and 2007. This Amendment No. 3 is being filed to
restate the Condensed Consolidated Balance Sheets as of June 30, 2008 and
December 31, 2007 and the related Condensed Consolidated Statements of Cash
Flows and the accompanying footnotes for the six months ended June 30,
2008.
 
 BACKGROUND
OF RESTATEMENT
 
 On July
7, 2009, management of the Company concluded that its financial statements for
the three and six months ended June 30, 2008 and 2007, which are included in its
Form 10Q and 10Q/A for the quarter ended June 30, 2008, did not properly account
for marketable securities, goodwill and stockholders’ equity as of June 30, 2008
in accordance with United States generally accepted accounting
principles.  Management also noted various technical issues regarding
the presentation and disclosure of the financial statements that necessitated
restatement.
 
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 BASIS OF
PRESENTATION
 
 The
condensed consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America ("US
GAAP").  The condensed consolidated financial statements of the
Company include the Company and its wholly-owned subsidiaries, America’s
Emergency Network, Inc. and Laurentian Peak Capital.  All material
intercompany balances and transactions have been eliminated
 
 ACCOUNTING
CHANGES AND ERROR CORRECTIONS
  The
Company determined that accounting errors existed in reporting the acquisition
of AEN, as a result of the Company not appropriately determining the fair value
of its common stock issued in connection with the acquisition. The Company has
restated its financial statements for the quarters ended March 31, 2008, June
30, 2008, and September 30, 2008, and for the year ended December 31, 2008, to
record goodwill on the acquisition at the excess of the fair value of the
consideration given (i.e., the common stock issued) and the liabilities assumed
over the estimated fair value of the assets acquired. The restated financial
statements include the disclosures required under SFAS No. 154, “Accounting
Changes and Error Corrections”.
 A revised
stock price of $0.10 per share was used for the valuation of the common stock
issued for the AEN acquisition. This price was derived from an average of the
stock price at the time of the acquisition and the stock price used in the
private placement dated March 24, 2008. This revaluation resulted in an increase
of $10 million in the purchase price of AEN, to a total consideration of
approximately $10.1 million, and a corresponding adjustment of the estimated
recoverable value of recorded goodwill from approximately $400,000 to
approximately $10.4 million.
 
 The
Company also discovered classification errors in its consolidated financial
statements for cash and cash equivalents and marketable securities. The Company
has reclassified marketable securities on its restated consolidated balance
sheets for the aforementioned reporting periods. The Company has also corrected
errors in reporting cash flow activity relative to purchases and redemptions of
marketable securities on its restated consolidated statements of cash flows for
the aforementioned reporting periods.
  7
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  The
following table illustrates the adjustments that were made to the amounts
reported in the 10Q and the 10Q/A (Amendment No. 1 and Amendment No. 2) on the
balance sheet at June 30, 2008
  Brampton
Crest International, Inc.
 Condensed
Consolidated Balance Sheet (Restated)
 Quarter
Ended June 30, 2008
 
 AsRestated
                                          (AmendmentNo.1)
                                        
                                        
                                        Adjusted
                                        
                                        
                                        AsRestated
                                          (AmendmentNo.3)(Unaudited)
                                        
                                        
                                        
                                        
                                        
                                        (Unaudited)ASSETSCURRENT
      ASSETS:Cash
      and Cash Equivalents
                                        
                                        $
                                        1,081,358
                                        
                                        
                                        $
                                        (950,000
                                        )
                                        
                                        $
                                        131,358Marketable
      Securities
                                        
                                        
                                        —
                                        
                                        
                                        
                                        950,000
                                        
                                        
                                        
                                        950,000Total
      Current Assets
                                        
                                        
                                        1,081,358
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,081,358PROPERTY
      AND EQUIPMENT:Website
      development
                                        
                                        
                                        204,955
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        204,955Conference
      display
                                        
                                        
                                        8,559
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        8,559Computer
      and software
                                        
                                        
                                        5,560
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        5,560Leasehold
      improvements
                                        
                                        
                                        1,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,500Equipment
      Off-site
                                        
                                        
                                        106,367
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        106,367Property
      and Equipment
                                        
                                        
                                        326,941
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        326,941Accumulated
      Depreciation
                                        
                                        
                                        (46,350
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (46,350
                                        )Total
      Property and Equipment
                                        
                                        
                                        280,591
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        280,591OTHER
      ASSETS:Deposits
      and Prepaid Expenses
                                        
                                        
                                        39,278
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        39,278Trademarks
                                        
                                        
                                        10,650
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        10,650Goodwill
                                        
                                        
                                        415,748
                                        
                                        
                                        
                                        10,000,000
                                        
                                        
                                        
                                        10,415,748Total
      Other Assets
                                        
                                        
                                        465,676
                                        
                                        
                                        
                                        10,000,000
                                        
                                        
                                        
                                        10,465,676TOTAL
      ASSETS
                                        
                                        $
                                        1,827,625
                                        
                                        
                                        $
                                        10,000,000
                                        
                                        
                                        $
                                        11,827,625LIABILITIES AND STOCKHOLDERS'
      EQUITY
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        -CURRENT
      LIABILITIES:Accounts
      Payable
                                        
                                        $
                                        30,887
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        
                                        30,887Due
      to Officer
                                        
                                        
                                        95,626
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        95,926Total
      Current Liabilities
                                        
                                        
                                        126,816
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        126,816TOTAL
      LIABILITESStockholders'
      EquityPreferred
      Stock
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        —Common
      Stock
                                        
                                        
                                        198,285
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        198,285Additional
      Paid in capital
                                        
                                        
                                        2,888,614
                                        
                                        
                                        
                                        10,000,000
                                        
                                        
                                        
                                        12,888,614Accumulated
      Deficit
                                        
                                        
                                        (1,386,087
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,386,087
                                        )Total
      Stockholders' Equity
                                        
                                        
                                        1,700,812
                                        
                                        
                                        
                                        10,000,000
                                        
                                        
                                        
                                        11,700,812TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                        
                                        $
                                        1,827,625
                                        
                                        
                                        $
                                        10,000,000
                                        
                                        
                                        $
                                        11,827,625
  8
  BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 ORGANIZATION
AND CAPITALIZATION
 
 Brampton
Crest International, Inc., formerly known as Hamilton-Biophile Companies ("the
Company"), a Nevada corporation, was formerly organized as Mehl/Biophile
International Corporation. On March 22, 2000, the Company was reorganized as
Hamilton-Biophile Companies. Effective November 9, 2004, the Company changed its
name to Brampton Crest International, Inc.
 
 BUSINESS
 
 The
Company was originally engaged in the sale and distribution of consumer personal
care products and professional laser hair removal. Prior to the bankruptcy
filing, the Company had already lost substantially all of its assets to a
creditor and business activities were reduced to a minimum. Following the
bankruptcy and through the end of the first quarter of 2008, business activities
for the consumer personal care products continued however the anticipated
results were not successful and the Company discontinued the operations during
the quarter ending June 30, 2008.
 
 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 remain the same as it was
with White Peak.
 
 Laurentian
will generate its own 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 will 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 will purchase participations are
established companies known to Laurentian management. Laurentian obtained a
license as a mortgage lender and is now able to begin to implement its marketing
plan.
 
 Acquisition of America’s
Emergency Network, LLC (“AEN”)
 
 On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company, 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 Brampton
Acquisition Subsidiary Corp. Brampton Acquisition Subsidiary Corp’s name was
subsequently changed to American’s Emergency Network, Inc. Pursuant
to the terms and conditions of the Merger Agreement, the members of America’s
Emergency Network, LLC received an aggregate of 100,000,000 shares of Company
Common Stock.
  The
following table sets forth the allocation of the purchase price for tangible and
intangible assets associated with the above 2008 acquisition and acquired assets
and liabilities assumed as of March 19, 2008:
 
 Goodwill
                    
                    $
                    10,415,748Cash
                    
                    
                    19,349Fixed
      assets
                    
                    
                    61,194Other
      assets
                    
                    
                    12,900Accounts
      payable
                    
                    
                    (108,928
                    )Officer
      advances
                    
                    
                    (95,926
                    )Loan
      payable
                    
                    
                    (204,337
                    )Common
      stock issued
                    
                    $
                    10,100,000
 
 When
fully deployed, America's Emergency Network will 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. The satellite-based system will send video feeds of
news briefings by emergency officials and critical text bulletins issued at any
EOC in any location to all users instantly. The satellite-based system is
designed 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
will provide an instant-communications link directly to all subscribing media
outlets. Critical information will reach the public much sooner since all
subscribing media outlets will receive the text and video feeds at
once.
  9
  BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 The
Company during the second quarter phased out the business of marketing and
selling consumer cosmetics and non-prescription dermatology products. Prior to
that revenue for the cosmetics and non-prescription dermatology products was
generated through the use of one independent sales consultant, who covered
Florida. The consultant had been terminated and as sales have been continuously
lackluster, the Company has decided to re-focus its energies and resources into
the development of AEN and Laurentian’s operations.
 
 USE OF
ESTIMATES
 
 The
preparation of 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 financial statements and the reported amount of revenues and expenses during
the reported period. Actual results could differ from those
estimates.
  CASH AND
CASH EQUIVALENTS
 
 The
Company considers all highly liquid investments with an original term of three
months or less to be cash equivalents. At June 30, 2008 and December 31, 2007,
the Company had cash equivalents in the amount of approximately $131,000 and
$31,000 respectively.
 MARKETABLE
SECURITIES
  The
Company holds marketable securities with a financial institution. The
investments are highly liquid, short-term securities and the fair value of these
securities has little or no change from the original purchase price. The amounts
held at June 30, 2008 and December 31, 2007 were approximately $950,000 and
$350,000 respectively.
 CONCENTRATION
OF CREDIT RISK
 
 Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash. The Company maintains cash balances at one
financial institution, which is insured by the Federal Deposit Insurance
Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on
account balances. The amounts that are not insured by FDIC limitations are held
in short-term securities. As of June 30, 2008 and December 31, 2007, there were
approximately $950,000 and $350,000, respectively in these accounts. The Company
has not experienced any losses in such accounts.
 
 ACCOUNTS
RECEIVABLE
 
 The
Company conducts business and extends credit based on the evaluation of its
customers' financial condition. AEN extends credit generally without requiring
collateral. Laurentian may require collateral from its customers; however,
Laurentian’s primary business is making secured short and medium term loans, not
periodically extending trade credit in connection with the sale of other
products or services. Exposure to losses on receivables is expected to vary by
customer due to the financial condition of each customer. The Company monitors
credit losses and maintains allowances for anticipated losses considered
necessary under the circumstances. Recoveries of accounts previously written off
are recognized as income in the periods in which the recoveries are
made.
 
 AEN
signed a strategic agreement with Peacock Productions, a division of NBC News,
which in turn is a division of NBC Universal, Inc., pursuant to which AEN is to
provide its expertise and experience on engineering and meteorological issues to
Peacock and NBC News. The agreement, which commenced as of July 21, 2008 and
continues through February 28, 2009, contemplates close and regular interaction
between AEN and NBCU and seeks AEN’s advice with respect to matters such as
growth opportunities in programming and technology. The agreement calls for
Peacock to pay AEN $7,500 per month for consulting services. The entire accounts
receivable balance outstanding at quarter end is for this contract.
 
 IMPAIRMENT
OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
 
 The
Company accounts for the impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”
(“SFAS No. 144”).SFAS No. 144 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.
  10
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 If the
long-lived assets are identified as being planned for disposal or sale, they
would be separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet. As of June 30, 2008 this does not
apply.
 
 GOODWILL
AND OTHER INTANGIBLE ASSETS
 
 In June
2001, the FASB issued Statement No. 142 Goodwill and Other Intangible Assets.
 This statement addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible Assets.  It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those acquired in a
business combination) should be accounted for in financial statements upon their
acquisition.  This Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements.
 
 Goodwill
and intangible assets with indefinite useful lives are not amortized. Intangible
assets with finite useful lives are amortized generally on a straight-line basis
over the periods benefited, with a weighted average useful life of 15
years.
 
 In
performing this assessment, management uses the income approach and the similar
transactions method of the market approach to develop the fair value of the
acquisition in order to assess its potential impairment of goodwill. The income
approach is based on a discounted cash flow model which relies on a number of
factors, including operating results, business plans, economic projections and
anticipated future cash flows. Rates used to discount future cash flows are
dependent upon interest rates and the cost of capital at a point in time. The
similar transactions method is a market approach methodology in which the fair
value of a business is estimated by analyzing the prices at which companies
similar to the subject, which are used as guidelines, have sold in controlling
interest transactions (mergers and acquisitions). Target companies are compared
to the subject company, and multiples paid in transactions are analyzed and
applied to subject company data, resulting in value indications. Comparability
can be affected by, among other things, the product or service produced or sold,
geographic markets served, competitive position, profitability, growth
expectations, size, risk perception, and capital structure. There are inherent
uncertainties related to these factors and management’s judgment in applying
them to the analysis of goodwill impairment. It is possible that assumptions
underlying the impairment analysis will change in such a manner that impairment
in value may occur in the future.
  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 EITF Issue No. 00-21, Revenue Arrangements with Multiple
Deliverables ("EITF Issue No. 00-21"), in arrangements with multiple
deliverables.
 
 The
Company recognizes revenues when all of the following criteria are met: (1)
persuasive evidence of an arrangement exists, (2) delivery of products and
services has occurred, (3) the fee is fixed or determinable and (4)
collectability is reasonably assured.
 
 The
Company receives revenue for consulting services, video streaming services,
equipment sales and leasing, installation, content licensing, and maintenance
agreements. Sales and leasing agreement terms generally are for one year,
and are renewable year to year thereafter. Revenue for consulting services
is recognized as the services are provided to customers. For upfront
payments and licensing fees related to contract research or technology, the
Company determines if these payments and fees represent the culmination of a
separate earnings process or if they should be deferred and recognized as
revenue as earned over the life of the related agreement. Milestone
payments are recognized as revenue upon achievement of contract-specified events
and when there are no remaining performance obligations. Revenues from monthly
video streaming agreements, as well as equipment maintenance, are recorded when
earned. Operating equipment lease revenues are recorded as they become due from
customers. Revenues from equipment sales and installation are recognized
when equipment delivery and installation have occurred, and when collectability
is reasonably assured.
  11
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 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 EITF Issue No. 00-21. The delivered item(s)
is considered a separate unit of accounting if all of the following criteria are
met: (1) the delivered item(s) has value to the customer on a standalone
basis, (2) there is objective and reliable evidence of the fair value of the
undelivered item(s) and (3) if the arrangement includes a general right of
return, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor. If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement, the arrangement consideration is
allocated to the separate units of accounting based on their relative fair
values.
 
 Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through June 30,
2008. Therefore, a sales return allowance has not been established since
management believes returns will be insignificant.
 
 PROPERTY
AND EQUIPMENT
 
 Property
and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. Expenditures
for major betterments and additions are capitalized, while replacement,
maintenance and repairs, which do not extend the lives of the respective assets
are charged to expense currently. Any gain or loss on disposition of assets is
recognized currently in the statement of operations.
 
 FAIR
VALUE OF FINANCIAL INSTRUMENTS
 
 The
Company’s financial instruments consist primarily of cash, cash equivalents, and
marketable securities. account 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 Financial Accounting Standards No. 157, Fair Value
Measurements (“SFAS 157”), 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
  INCOME
TAXES
 
 The
Company accounts for income taxes using SFAS No. 109, "Accounting for Income
Taxes," which requires recognition of deferred tax liabilities and assets for
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse. A
valuation allowance is recorded for deferred tax assets if it is more likely
than not that some portion or all of the deferred tax assets will not be
realized.
  12
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 The
Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No.
(FIN) 48, “Accounting for Uncertainty in Income Taxes.” FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in financial statements in
accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 requires that the
 
 Company
determine whether the benefits of the Company’s tax positions are more likely
than not of being sustained upon audit based on the technical merits of the tax
position. The provisions of FIN 48 also provide guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, and
disclosure. The Company did not have any unrecognized tax benefits and there was
no effect on the financial condition or results of operations as a result of
implementing FIN 48. The Company does not have any interest and penalties in the
statement of operations for the periods ended June 30, 2008 and December 31,
2007.
 
 In May
2007, the FASB issued FASB Staff Position No. FIN 48-1,Definition of Settlement in FASB
Interpretation No. 48   (“the FSP”). The FSP provides
guidance about how an enterprise should determine whether a tax position is
effectively settled for the purpose of recognizing previously unrecognized tax
benefits. Under the FSP, a tax position could be effectively settled on
completion of examination by a taxing authority if the entity does not intend to
appeal or litigate the result and it is remote that the taxing authority would
examine or re-examine the tax position. The Company does not expect that this
interpretation will have a material impact on its financial position, results of
operations, or cash flows.
 
 EARNINGS
(LOSS) PER SHARE
  Earnings
(loss) per share is computed in accordance with SFAS No. 128, "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 at June 30, 2008 and June 30, 2007, respectively 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.
 
 Quarter
      Ended
                    
                    
                    Quarter
      EndedJune
      30,
                    
                    
                    June
      30,2008
                    
                    
                    2007Warrants
                    
                    
                    25,400,000
                    
                    
                    
                    50,100,000Total
                    
                    
                    25,400,000
                    
                    
                    
                    50,100,000
 
 ACCOUNTING
FOR STOCK-BASED COMPENSATION
  The
Company adopted SFAS No. 123R, "Accounting for Stock-Based Compensation". This
statement requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). That cost will be recognized
over the period during which an employee is required to provide
service.
  In
addition, a public entity is required to measure the cost of employee services
received in exchange for an award of liability instruments based on its current
fair value. The fair value of that award has been remeasured subsequently at
each reporting date through the settlement date. Changes in fair value during
the requisite service period will be recognized as compensation cost over that
period.
 
 For the
quarter ended June 30, 2008 and year ended December 31, 2007, 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 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 enumerated in Emerging Issues Task Force
Issue (“EITF”) 96-18, “Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services” (“EITF 96-18”).
  13
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 COMMON
STOCK PURCHASE WARRANTS
 
 The
Company accounts for common stock purchase warrants in accordance with the
provisions of Emerging Issues Task Force Issue (“EITF”) issue No. 00-19
“Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company’s Own Stock” (“EITF 00-19”).  Based on the
provisions of EITF 00-19, 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 currently operates two business operations within its two subsidiaries,
America’s Emergency Network, Inc. (“AEN”) and Laurentian Peak Capital Group. In
2008 and 2009, all of the Company’s operations were in AEN, which is the
material segment. Laurentian’s business activities and operations were minimal
in 2008 and 2009, and its operations 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 as defined
by Statement of Financial Accounting Standards No. 131,Disclosures about
Segments of a Enterprise and Related Information .
 
 NOTE 3 -
RECENT ACCOUNTING PRONOUNCEMENTS
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to
measure eligible financial instruments at fair value. The unrealized gains and
losses on items for which the fair value option has been elected should be
reported in earnings. The decision to elect the fair value options is determined
on an instrument by instrument basis, it should be applied to an entire
instrument, and it is irrevocable. Assets and liabilities measured at fair value
pursuant to the fair value option should be reported separately in the balance
sheet from those instruments measured using another measurement attribute. SFAS
No. 159 is effective as of the beginning of the first fiscal year that begins
after November 15, 2007. The Company has adapted SFAS No. 159 to its financial
statements. The adoption of this standard has no material effect on the
Company’s consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141(R),“Business Combinations,”
which replaces SFAS No. 141,“ Business
Combinations,”  which, among other things, establishes
principles and requirements for how an acquirer entity recognizes and measures
in its financial statements the identifiable assets acquired, the liabilities
assumed (including intangibles) and any noncontrolling interests in the acquired
entity. SFAS No. 141(R) applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. We are currently
evaluating what impact our adoption of SFAS No. 141(R) will have on our
financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB
No. 51.”  SFAS No. 160 amends ARB 51 to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It also amends certain
of ARB 51’s consolidation procedures for consistency with the requirements of
SFAS No. 141(R). SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after
December 15, 2008. We are currently evaluating what impact our adoption of
SFAS No. 160 will have on our financial statements.
 
 In
December 2007, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 110. This guidance allows
companies, in certain circumstances, to utilize a simplified method in
determining the expected term of stock option grants when calculating the
compensation expense to be recorded under Statement of Financial Accounting
Standards (SFAS) No. 123(R),Share-Based
Payment  . The simplified method can be used after
December 31, 2007 only if a company’s stock option exercise experience does
not provide a reasonable basis upon which to estimate the expected option term.
Through 2007, we utilized the simplified method to determine the expected option
term, based upon the vesting and original contractual terms of the option. On
January 1, 2008, we began calculating the expected option term based on our
historical option exercise data. This change did not have a significant impact
on the compensation expense recognized for stock options granted in
2008.
  14
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 3 -
RECENT ACCOUNTING PROUNOUCEMENTSS (CONTINUED)
 
 In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161
amends and expands the disclosure requirement for FASB Statement No. 133,
"Derivative Instruments and Hedging Activities" ("SFAS No. 133"). It
requires enhanced disclosure about (i) how and why an entity uses
derivative instruments, (ii) how derivative instruments and related hedged
items are accounted for under SFAS No. 133 and its related interpretations,
and (iii) how derivative instruments and related hedged items affect an
entity’s financial position, financial performance, and cash flows. SFAS
No. 161 is effective for the Company as of January 1,
2009.
 
 In April
2008, FASB Staff Position No. 142-3, Determination of the Useful Life of
Intangible Assets (FSP 142-3) was issued. This standard amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a
recognized intangible asset under FASB Statement No. 142, Goodwill and
Other Intangible Assets. FSP 142-3 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. Early adoption is prohibited. The Company has not
determined the impact on its financial statements of this accounting
standard.
 
 In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions are Participating
Securities.” This FSP provides that unvested share-based payment awards that
contain nonforfeitable rights to dividends are participating securities and
shall be included in the computation of earnings per share pursuant to the two
class method. This FSP is effective for financial statements issued for fiscal
years beginning after December 15, 2008 and interim periods within those
years. Upon adoption, a company is required to retrospectively adjust its
earnings per share data to conform to the provisions in this FSP. The provisions
of FSP No. EITF 03-6-1 are effective for the Company retroactively in the first
quarter ended March 31, 2009. The Company is in the process of evaluating
the impact of FSP No. EITF 03-6-1 on the calculation and presentation of
earnings per share in its consolidated financial statements.
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements
upon adoption.
  NOTE 4
–  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.
 
 NOTE
5 -FAIR VALUE OF FINANCIAL INSTRUMENTS
  In
accordance with SFAS 157, the Company measures cash equivalents and marketable
securities at fair value.  Our cash equivalents and marketable
securities are classified within Level 1 or Level 2. This is because our cash
equivalents, marketable securities and other investments are valued using quoted
market prices or alternative pricing sources and models utilizing market
observable inputs.
  Assets
measured at fair value on a recurring basis are summarized below:
 
 Fair value measurement at reporting date usingDescription
                      
                      June 30,
                        2008
                      
                      
                      Quoted Prices in ActiveMarkets for Identical Assets(Level 1)
                      
                      
                      Significant Other
                        Observable Inputs
                        (Level 2)
                      
                      
                      Significant
                        Unobservable Inputs
                        (Level 3)AssetsCash
      equivalents:Money
      market
                      
                      
                      131,358
                      
                      
                      
                      131,358
                      
                      
                      
                      —
                      
                      
                      
                      —Marketable
      securities:Mutual
      Funds
                      
                      
                      925,000
                      
                      
                      
                      925,000
                      
                      
                      
                      —
                      
                      
                      
                      —Preferred/FixedRate
      CapSecurities
                      
                      
                      25,000
                      
                      
                      
                      —
                      
                      
                      
                      25,000
                      
                      
                      
                      —Total
      assets
                      
                      $
                      1,081,358
                      
                      
                      $
                      1,056,358
                      
                      
                      $
                      25,000
                      
                      
                      $
                      —
  No other
than temporary impairments were recognized for the three and six months ended
June 30, 2008.
  15
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 6
-INCOME TAXES
 
 As
of June 30, 2008 the Company had Federal and state net operating
losses of approximately $1,300,000 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.
  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 at
year end are as follows:
  June
      30,
                  
                  
                  December
      31,2008
                  
                  
                  2007Deferred
      tax asset due net operating losses
                  
                  $
                  340,000
                  
                  
                  $
                  224,000Less:
      Valuation allowance
                  
                  
                  (340,000
                  )
                  
                  
                  (224,000
                  )Net
      deferred tax asset
                  
                  $
                  —
                  
                  
                  $
                  —
 
 In
assessing the amount of deferred tax asset to be recognized,
management considers whether it is more likely than not that some of
the losses will be used in the future.  Management expects that they
will not have benefit in the future. Accordingly, a full
valuation allowance has been established.
 
 NOTE 7 -
COMMON STOCK
 
 PRIVATE
PLACEMENT OFFERING
  On March
24, 2008, the Company accepted subscriptions for 10,000,000 shares of common
stock, at a price of $.10 per share, resulting in gross proceeds of One Million
Dollars ($1,000,000). After legal costs and commissions the net proceeds to the
Company were approximately $915,000. No other warrants or options are associated
with the stock purchase. The common stock issued to U.S. investors was sold
based on an exemption from registration pursuant to Section 4(2) and Rule 506 of
Regulation D of the Securities Act of 1933 and the common stock issued to
non-U.S. investors was sold based on an exemption from registration pursuant to
Regulation S of the Securities Act of 1933.
  BeginningJune 18, 2008, the
Company accepted subscriptions for 9,915,943 shares of common stock, at a price
of $.17 per share, resulting in gross proceeds of One Million six hundred
seventy-one thousand seven hundred and ten Dollars ($1,671,710). After legal
costs and commissions the net proceeds to the Company were approximately
$1,620,000. No other warrants or options are associated with the stock purchase.
The common stock issued to U.S. investors was sold based on an exemption from
registration pursuant to Section 4(2) and Rule 506 of Regulation D of the
Securities Act of 1933 and the common stock issued to non-U.S. investors was
sold based on an exemption from registration pursuant to Regulation S of the
Securities Act of 1933. As of June 30, 2008 approximately $430,000 has been
received.
 
 COMMON
STOCK OUTSTANDING
 
 As of
June 30, 2008 and December 31, 2007, 950,000,000 shares of common stock were
authorized at a par value of $.001 per share. As of the respective dates, the
Company had 198,264,660 and 51,518,764 shares issued and
outstanding.
  STOCK
WARRANTS
 
 As
previously discussed, the Company issued 1,666,000 stock warrants during the
year ended December 31, 2005 and 48,434,000 stock warrants during the year ended
December 31, 2006 in connection with a stock purchase agreement, private
placement offerings, and a consulting agreement. The following represents the
stock warrant activity during the year ended December 31, 2007 and the six
months ended June 30, 2008.
  16
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 7 -
COMMON STOCK (CONTINUED)
  WeightedAverageWarrants
                  
                  
                  PriceBalance,
      12/31/06
                  
                  
                  51,100,000
                  
                  
                  $
                  .001Activity:1/1/07
      to 12/31/07
                  
                  
                  —
                  
                  
                  
                  —Activity
      1/1/08-6/30/08-Warrants exercised
                  
                  
                  (25,700,000
                  )
                  
                  
                  .001Balance,
      6/30/08
                  
                  
                  25,400,000
                  
                  
                  $
                  .001
  The
Company used the Black-Scholes option pricing model to determine the fair
value of the stock grants. The assumptions were applied as follows:
  Risk
      Free Interest Rate
                  2.89
      - 3.23%Expected
      Dividend Yield
                  0%Expected
      Option Life
                  3
      yearsExpected
      Stock Price Volatility
                  .01
      - .08%
 
 NOTE 8
- ACQUISITIONS
 
 The
summarized unaudited pro forma financial information for the six months ended
June 30, 2008 and 2007 that follows assumes the acquisition of America’s
Emergency Network, LLC was consummated on January 1, 2007:
 
 Six
      Months EndedJune
      30,
                                
                                
                                June
      30,2008
                                
                                
                                2007SALES
                                
                                $
                                -0-
                                
                                
                                $
                                -0-COST
      OF SALES
                                
                                
                                -0-
                                
                                
                                
                                -0-GROSS
      PROFIT
                                
                                
                                -0-
                                
                                
                                
                                -0-SELLING,
      GENERAL ANDADMINISTRATIVE
      EXPENSES
                                
                                
                                471,649
                                
                                
                                
                                80,424LOSS
      FROM OPERATIONS
                                
                                
                                (471,649
                                )
                                
                                
                                (80,424
                                )OTHER
      INCOMELOS
      ON DISPOSAL OF FIXED ASSETS
                                
                                
                                -0-
                                
                                
                                
                                (480
                                )INTEREST
      INCOME/INTEREST EXPENSE
                                
                                
                                12,637
                                
                                
                                
                                22,270TOTAL
      OTHER INCOME
                                
                                
                                12,637
                                
                                
                                
                                21,790LOSS
      BEFORE INCOME TAXES
                                
                                
                                (459,012
                                )
                                
                                
                                (58,634
                                )INCOME
      TAX PROVISION
                                
                                
                                —
                                
                                
                                
                                —NET
      LOSS FROM CONTINUED OPERATIONS
                                
                                $
                                (459,012
                                )
                                
                                $
                                (58,634
                                )INCOME
      FROM DISCONTINUED OPERATIONS
                                
                                
                                -0-
                                
                                
                                
                                371NET
      LOSS
                                
                                $
                                (459,012
                                )
                                
                                $
                                (58,263
                                )LOSS
      PER SHARE -BASIC
      AND DILUTED
                                
                                $
                                (.00
                                )
                                
                                $
                                (.00
                                )WEIGHTED
      AVERAGE COMMON SHARESOUTSTANDING
      - BASIC AND DILUTED
                                
                                
                                164,963,154
                                
                                
                                
                                151,518,710
 
  17
  
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 9 -
RELATED PARTY TRANSACTION
 
 The
Company periodically occupies office space on an "as needed" basis in Davie,
Florida. The space is provided rent-free by the Company's Chief Financial
Officer and Board Member. Due to the limited amount of time the office space is
utilized by the Company its value is deemed to be immaterial.   The
Company’s primary place of operations is in Miami, Florida, and its
facilities are leased from unrelated third parties.
 
 NOTE 10
- DUE TO OFFICERS
 
 Prior to
the acquisition of AEN its President and current CEO of Brampton advanced the
Company funds for legal and other start up costs for the Company’s operations.
These advances are non-interest bearing and are expected to be paid at an
undetermined date.
 
 NOTE 11
- PROPERTY AND EQUIPMENT
 
 Property
and Equipment consist of the following:
 
 Property and
    Equipment:
                        
                        Estimated
                          Life
                        
                        June 30, 2008
                        
                        
                        December 31, 2007Website
      development
                        
                        5
      Years
                        
                        $
                        204,955
                        
                        
                        
                        —Computer
      and software
                        
                        5
      Years
                        
                        
                        5,560
                        
                        
                        
                        848Conference
      display
                        
                        3
      Years
                        
                        
                        8,559Equipment
      Off-site
                        
                        5
      Years
                        
                        
                        106,367Leasehold
      improvements
                        
                        2
      Years
                        
                        
                        1,500
                        
                        
                        
                        —Total
      Property and Equipment
                        
                        
                        
                        $
                        326,941
                        
                        
                        
                        848Accumulated
      Depreciation
                        
                        
                        
                        
                        (46,350
                        )
                        
                        
                        (28
                        )Total
      Property and Equipment, Net
                        
                        
                        
                        $
                        280,591
                        
                        
                        
                        820
 
 NOTE 12 –
DISCONTINUED OPERATIONS
 
 During
the second quarter of 2008 the Company discontinued the sale and distribution of
consumer personal care products and professional laser hair removal. Prior to
the bankruptcy filing, as discussed in Note 2, the Company had already lost
substantially all of its assets to a creditor and business activities were
reduced to a minimum. Following the bankruptcy and through March 31, 2008,
business activities for the consumer personal care products continued however
the anticipated results were not successful and the Company discontinued the
operations.
 
 The
accompanying unaudited condensed consolidated statements of operations for the
six and three months presented have been adjusted to classify $85 and $371 for
the periods respectively, of gross profit earned from the sale and distribution
of consumer personal care products as discontinued operations.
  18




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





Management's
Discussion and Analysis contains various "forward looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
regarding future events or the future financial performance of the Company that
involve risks and uncertainties. Certain statements included in this Form 10-Q,
including, without limitation, statements related to anticipated cash flow
sources and uses, and words including but not limited to "anticipates",
"believes", "plans", "expects", "future" and similar statements or expressions,
identify forward looking statements. Any forward-looking statements herein are
subject to certain risks and uncertainties in the Company's business, including
but not limited to, reliance on customers and competition in its markets, market
demand, product performance, maintenance of relationships with key suppliers,
difficulties of contracting or retaining independent contractors and any changes
in current accounting rules, all of which may be beyond the control of the
Company. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth therein.





Management's
Discussion and Analysis of Results of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with the consolidated
condensed financial statements included herein. Further, this quarterly report
on Form 10-Q should be read in conjunction with the Company's Financial
Statements and Notes to Financial Statements included in Report on Form 10-KSB
for the year ended December 31, 2007.




Overview





Brampton
Crest International, Inc. ("the Company"), a Nevada corporation, was originally
organized as Selvac Corporation, a Delaware corporation. On June 28, 1982, the
Selvac Corporation restated its Certificate of Incorporation and changed its
name to Mehl/Biophile International Corporation. On March 22, 2000, the Company
reorganized as Hamilton-Biophile Companies. On November 26, 2001, the Company
re-domiciled to Nevada. Hamilton Biophile Companies changed their name to
Brampton Crest International, Inc., effective on November 9, 2004.





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.




The
Company's 15c-211 filed on October 3, 2005 to list its securities on the
Bulletin Board Exchange was approved on November 30, 2005 and the stock now
trades under the ticker symbol BRCI.OB.




On
January 29, 2007, the Board of Directors accepted the resignation of J. Rod
Martin as Chief Executive Officer and director submitted to the Board on January
29, 2007. There were no disagreements with J. Rod Martin on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.





On
January 29, 2007, the Board of Directors appointed Robert Wineberg as the Chief
Executive Officer, Principal Accounting Officer for the Company and a member of
the Board of Directors. Mr. Wineberg was our Secretary-Treasurer from January
2005 through November 2005 and Chief Financial Officer from April, 2005 through
November 2005. From November 2005 to his appointment as CEO in January of 2007
Mr. Wineberg served as a consultant for the company. Mr. Wineberg is a graduate
of McGill University with a B. Comm. in Accounting, Systems and Computers. Mr.
Wineberg is a Chartered Accountant (C.A.) and a Chartered Financial Analyst
(C.F.A.).





On March
19, 2008, the Board of Directors appointed Robert Adams, Bryan Norcross and Brad
Hacker as members of the Board of Directors. On March 19, 2008, the Board of
Directors appointed Robert Adams as Chairman of the Board, Bryan Norcross as
President and Chief Executive Officer, Robert Wineberg as Secretary and
Treasurer, Max Mayfield as Senior Executive Vice President of Government
Relations, and Matthew Straeb as Senior Executive Vice President of
Marketing.





On March
24, 2008, the Company accepted subscriptions for 10,000,000 shares of common
stock, at a price of $.10 per share, resulting in gross proceeds of One Million
Dollars ($1,000,000). After legal costs and commissions the net proceeds to the
Company were approximately $915,000. No other warrants or options are associated
with the stock purchase. The common stock issued to U.S. investors was sold
based on an exemption from registration pursuant to Section 4(2) and Rule 506 of
the Securities Act of 1933 and the common stock issued to non-U.S. investors was
sold based on an exemption from registration pursuant to Regulation S of the
Securities Act of 1933.




BeginningJune 18, 2008, the
Company accepted subscriptions for 9,915,943 shares of common stock, at a price
of $.17 per share, resulting in gross proceeds of One Million six hundred
seventy-one thousand seven hundred and ten Dollars ($1,671,710). After legal
costs and commissions the net proceeds to the Company were approximately
$1,620,000. No other warrants or options are associated with the stock purchase.
The common stock issued to U.S. investors was sold based on an exemption from
registration pursuant to Section 4(2) and Rule 506 of Regulation D of the
Securities Act of 1933 and the common stock issued to non-U.S. investors was
sold based on an exemption from registration pursuant to Regulation S of the
Securities Act of 1933. As of June 30, 2008 $430,400 has been
received.


19




Business





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 will focus on making secured short and medium term loans. Effective July
2007, White Peak changed its name to Laurentian Peak Capital Group
(Laurentian).





Laurentian
will generate its own 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 will 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 will purchase participations are
established companies known to Laurentian management.





Laurentian
obtained a license as a mortgage lender and is now able to begin to implement
its marketing plan.





Laurentian
was initially funded by capital from BRCI. BRCI intends to raise additional
capital, and will attempt to secure bank lines of credit to further its lending
activities. However, there are no assurances or guarantees that the lines of
credit or additional capital will be achieved.





On
September 20, 2007 the Company’s subsidiary, Laurentian loaned $200,000 to
America’s Emergency Network, LLC (AEN) at an interest rate of 12%. During the
course of the due diligence for the loan the Company determined that a merger
with AEN was in the best interest of both parties. The loan was consolidated as
part of the acquisition of AEN.





Effective
March 19, 2008 the Company and a subsidiary acquired all the stock of America’s
Emergency Network, LLC from its four shareholders.





America's
Emergency Network will 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. The
satellite-based system will send video feeds of news briefings by emergency
officials and critical text bulletins issued at any EOC in any location to all
users instantly. The satellite-based system is designed 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 will provide an
instant communications link directly to all subscribing media outlets. Critical
information will reach the public much sooner since all subscribing media
outlets will receive the text and video feeds at once.





Aside
from AEN, there is no standardized, dedicated and secure distribution
infrastructure for disseminating critical information and instructions issued by
local, state and federal emergency management agencies that overcomes the delays
and incomplete-distribution limitations of the everyday news-coverage system.
Local municipalities are especially handicapped by the current system because of
the practical and physical limitations intrinsic to covering news. For example,
even major television stations do not have enough crews to cover the news
briefings that would be held in every municipality in their coverage area after
a regional disaster. However, during an emergency, each mayor or emergency
manager has valuable information to dispense – information that could be
critical to the health and safety of the residents in his/her area of
responsibility – and the volume of information that needs to be effectively
communicated has no relation to the number of reporters or crews the local
television stations has available. (This is particularly true given the
aggressive staffing cuts made at the local television level and at newspapers
and their websites in recent years.) AEN fills this large and growing gap in the
system. All municipalities, regardless of their size, will be able to
participate in the AEN emergency-information distribution system, and feeds will
be accessible by media outlets without regard to the availability of reporters,
crews or field resources.





With AEN,
for the first time emergency managers will have a direct, always-on satellite
connections to the media and the public. With AEN, broadcast television
stations, online newspapers, cellular carriers and other key media partners will
have the ability to receive live video feeds of news briefings from government
agencies – as they occur – in broadcast quality and all without the need to
deploy reporters, camera crews or satellite equipment. The general public will
receive the same briefings along with emergency bulletins via the internet and,
eventually, on dedicated cable, satellite and broadcast television channels
(AEN-TV). Additionally, the same distribution backbone will be used to develop a
for-profit, parallel system to distribute emergency information for
non-governmental organizations (such as universities and health-care
organizations) and for private businesses.




20


Beta
deployments of the AEN Network already are installed and operating in nine (9)
Florida governmental agencies, and an additional four (4) installations are
scheduled to be implemented during the fourth quarter of 2008. During Tropical
Storm Fay and Hurricanes Gustav, Hanna and Ike, governmental emergency
management personnel successfully used AEN to broadcast messages from the
governor of Florida and other public officials. This included storm forecasts,
evacuation plans, school closings, shelter locations and other critical
information. Applicable localized information was carried live by the South
Florida Sun-Sentinel (www.sunsentinel.com ), the Florida Times-Union (www.jacksonville.com
), the Miami Herald (www.miamiherald.com ), and the Fort Myers News-Press
(www.news-press.com). Though neither AEN nor any of these news sites actively
promoted or advertised AEN’s feeds to the public, the information nonetheless
was widely viewed. Initial feedback throughout the beta has been very positive
from our governmental and media partners, and we have received several inquiries
from additional governmental agencies, media outlets and private companies
interested in utilizing our service – both in and out of Florida.Our projected
rate of revenue growth may be adversely affected by this downturn; however,
management remains optimistic that overall future anticipated demand for
our services will be largely unaffected.





During
the quarter ended September 30, 2008, AEN was also nominated for ITFlorida’s
Government Technology Leadership award, and ultimately was awarded first place
during a ceremony on October 6, 2008. AEN was presented the first place prize
during a ceremony that included recognition from several prominent governmental
figures, including an administrator for the SBA and Senator Bill Nelson.
ITFlorida is a state umbrella organization comprised of public and private
technology leaders and includes advocates for sound public policy to the
Governor, the Legislature and Enterprise Florida on issues and
initiatives.





In
addition to the continued development of its network and the successful conduct
of its initial beta testing, significant progress also was achieved in other
areas during the quarter ended September 30, 2008, both strategically and
operationally.





AEN
signed a strategic agreement with Peacock Productions, a division of NBC News,
which in turn is a division of NBC Universal, Inc., pursuant to which AEN is to
provide to Peacock its expertise and experience on engineering and
meteorological issues. In return, AEN is provided with a revenue stream and an
opportunity to actively explore new potential uses and deployments of the AEN
network with industry leading, world-class brands. The agreement, which
commenced on July 21, 2008 and continued through February 28, 2009, contemplates
close and regular interaction between AEN and NBCU, and seeks AEN’s advice with
respect to matters such as growth opportunities in programming and technology.
In addition, the agreement explicitly acknowledges the parties’ intent to enter
into good faith negotiations concerning the possible integration of AEN
technology into the NBC and/or its affiliated companies, though neither party is
under any firm commitment to do so.





From an
operational perspective, during the quarter ended September 30, 2008 AEN leased
additional space within which it will house its headquarters through December 1,
2009. The new space is both cost-effective and operationally conducive to the
Company’s planned growth and expansion. Located in Miami, Florida, the new space
will replace the Company’s existing arrangement pursuant to which it shares
office space with an unrelated, third-party law firm.





In
addition, during the quarter ended September 30, 2008 AEN made two strategic
hires, adding over 40 years of additional experience to AEN’s management team.
The new hires each bring a significant amount of experience in scaling growth
oriented companies, generally, and in the creation, development, licensing,
distribution and protection of digital content, specifically. With these
additions to the management team, AEN founders Bryan Norcross and Max Mayfield
will be able to more effectively delegate day-to-day managerial responsibilities
and focus on matters more directly related to the expansion of the Company’s
business and the achievement of the Company’s strategic goals and vision.
Subject to resource availability and general business conditions, AEN plans on
continuing to build its team as it works toward emerging from a developmental
stage beta to a revenue-generating platform, particularly in the areas of sales,
marketing and engineering, with a focus on content acquisition and content
distribution.





As
previously noted, we phased out its former operations (consisting of the
marketing and sale of consumer personal care products) during the second quarter
of 2008. We have completely re-focused our energies and resources into the
development of the businesses of its two operating subsidiary corporations,
Laurentian and AEN.





SIX
MONTHS ENDED JUNE 30, 2008


COMPARED
TO SIX MONTHS ENDED JUNE 30, 2007





There
were no sales or costs of sales for the six month period ended June, 2007
primarily as a result of re-focusing its energies and resources into the
development and implementation of AEN’s and Laurentian’s
operations.





Selling,
general and administrative expenses increased from $80,424 for the six month
period ended June 30, 2007 to $411,538 for the six month period ended June 30,
2008 due to costs associated with the start up of the new subsidiary Laurentian
Capital and costs associated with the AEN operations.





Other
income (expenses) for the six months ended June 30, 2008 decreased to $12,637
from $21,790 for the six month period ended June 30, 2007. The change was due to
a reduction in interest and dividends as a result of lower returns and less
liquid assets in the account as compared to last year.





Net loss
increased from a net loss of $58,263 for the six month period ended June 30,
2007 to net loss of $398,901 for the six month period ended June 30, 2008, due
to the above analysis of Income and Expenses.





Current
Assets





Cash and
cash equivalents increased from $31,479 at December 31, 2007 to $131,358 at June
30, 2008, primarily as a result of the private placements transacted in March
2008 and started in June 2008.


21




Total
assets increased from $598,258 at December 31, 2007 to $11,827,625 at June 30,
2008, primarily as a result of the $1.5 million private placement transacted
with the AEN merger and goodwill related to the AEN merger.





Current
Liabilities





Current
liabilities increased from $4,061 at December 31, 2007 to $126,813 at June 30,
2008, due to additional accounts payable primarily as a result of liabilities
assumed with the AEN merger and the costs incurred while developing the AEN
product.





Liquidity
and Capital Resources





We are
financing our operations and other working capital requirements principally from
the receipt of proceeds in the amount of $1,345,481 million from private
placements of our securities received as of June 30, 2008. In addition, as
previously discussed, the Company still has a private placement in process for
an additional amount of approximately $2.1 million. Management intends to use
the proceeds from the offering and the additional stock sales towards the
implementation of the business plan including the AEN products and to provide
working capital for future expansion of the Company's operations.





THREE
MONTHS ENDED JUNE 30, 2008


COMPARED
TO THREE MONTHS ENDED JUNE 30, 2007





There
were no sales or costs of sales for the six month period ended June, 2007
primarily as a result of re-focusing its energies and resources into the
development and implementation of AEN’s and Laurentian’s
operations.





Selling,
general and administrative expenses increased from $33,845 for the three month
period ended June 30, 2007 to $356,978 for the three month period ended June 30,
2008 due to costs associated with the start up of the new subsidiary Laurentian
Capital and costs associated with the AEN operations.





Other
income (expenses) for the three months ended June 30, 2008 decreased to $1,104
from $9,587 for the three month period ended June 30, 2007. The decrease was due
to lower dividends and interest on investments in the account and interest paid
to investors for money held in escrow for the first quarter.




Net loss
increased from a net loss of $24,173 for the three month period ended June 30,
2007 to net loss of $355,874 for the three month period ended June 30, 2008, due
to the above analysis of income and expenses.





ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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





ITEM 4.
CONTROLS AND PROCEDURES




(a) Evaluation
of Disclosure Controls and Procedures




As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act).  Based upon this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, at June 30, 2008, our disclosure controls and procedures are ineffective
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and
forms.




Management
identified the following control deficiencies that led to our assessment of the
ineffectiveness of disclosure controls and procedures: (1) an inadequate
segregation of duties consistent with control objectives; (2) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (3) ineffective controls over period end financial disclosure
and reporting processes.




(b) Changes
in Internal Controls




During
the quarter ended June 30, 2008 there was no change in our internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.




22




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 1A
- RISK FACTORS




POSSIBLE
“PENNY STOCK” REGULATION




Any
trading of our common stock in the Pink Sheets or on the OTC Bulletin Board may
be subject to certain provisions of the Securities Exchange Act of 1934,
commonly referred to as the “penny stock” rule.




Our
common stock is deemed to be “penny stock” as that term is defined in Rule
3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks are
stock:


·
            With
      a price of less than $5.00 per
share;





·
            That
      are not traded on a “recognized” national
  exchange;





·
            Whose
      prices are not quoted on the Nasdaq automated quotation system (Nasdaq
      listed stock must still have a price of not less than $5.00 per share);
      or





·
            In
      issuers with net tangible assets less than $2.0 million (if the issuer has
      been in continuous operation for at least three years) or $5.0 million (if
      in continuous operation for less than three years), or with average
      revenues of less than $6.0 million for the last three
    years.





Broker/dealers
dealing in penny stocks are required to provide potential investors with a
document disclosing the risks of penny stocks. Moreover, broker/dealers are
required to determine whether an investment in a penny stock is a suitable
investment for a prospective investor. These requirements may reduce the
potential market for our common stock by reducing the number of potential
investors. This may make it more difficult for investors in our common stock to
sell shares to third parties or to otherwise dispose of them. This could cause
our stock price to decline.





BECAUSE
WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM,
OUR INVESTORS MAY HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE NEGATIVE
VOLATILITY ON THE MARKET PRICE OF OUR STOCK.




Our
common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part
because it does not have a national quotation system by which potential
investors can follow the market price of shares except through information
received and generated by a limited number of broker-dealers that make markets
in particular stocks. There is a greater chance of volatility for securities
that trade on the OTCBB as compared to a national exchange or quotation system.
This volatility may be caused by a variety of factors, including the lack of
readily available price quotations, the absence of consistent administrative
supervision of bid and ask quotations, lower trading volume, and market
conditions. Investors in our common stock may experience high fluctuations in
the market price and volume of the trading market for our securities. These
fluctuations, when they occur, have a negative effect on the market price for
our securities. Accordingly, our stockholders may not be able to realize a fair
price from their shares when they determine to sell them or may have to hold
them for a substantial period of time until the market for our common stock
improves.





RISKS
RELATING TO OWNERSHIP OF OUR COMMON STOCK




Although
there is presently a market for our common stock, the price of our common stack
may be extremely volatile and investors may not be able to sell their shares at
or above their purchase price, or at all. We anticipate that the market may be
potentially highly volatile and may fluctuate substantially because
of:




·
            Actual
      or anticipated fluctuations in our future business and operating
      results;




·
            Changes
      in or failure to meet market
expectations;





·
            Fluctuations
      in stock market price and volume





23





WE DO NOT INTEND
TO PAY DIVIDENDS




We do not
anticipate paying cash dividends on our common stock in the foreseeable future.
We may not have sufficient funds to legally pay dividends. Even if funds are
legally available to pay dividends, we may nevertheless decide in our sole
discretion not to pay dividends. The declaration, payment and amount of any
future dividends will be made at the discretion of the board of directors, and
will depend upon, among other things, the results of our operations, cash flows
and financial condition, operating and capital requirements, and other factors
our board of directors may consider relevant. There is no assurance that we will
pay any dividends in the future, and, if dividends are rapid, there is no
assurance with respect to the amount of any such dividend.





FAILURE
TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE
WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.





It may be
time consuming, difficult and costly for us to develop and implement the
additional internal controls, processes and reporting procedures required by the
Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal
auditing and other finance staff in order to develop and implement appropriate
additional internal controls, processes and reporting procedures. If we are
unable to comply with these requirements of the Sarbanes-Oxley Act, we may not
be able to obtain the independent accountant certifications that the
Sarbanes-Oxley Act requires of publicly traded companies.





If we
fail to comply in a timely manner with the requirements of Section 404 of the
Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material weaknesses in our internal controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause investors to lose confidence in our reported financial information and
have a negative effect on the trading price of our common stock.




Pursuant
to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning
with our annual report on Form 10-K for our fiscal period ending December 31,
2007, we will be required to prepare assessments regarding internal controls
over financial reporting and beginning with our annual report on Form 10-K for
our fiscal period ending December 31, 2008, furnish a report by our management
on our internal control over financial reporting. We have begun the process of
documenting and testing our internal control procedures in order to satisfy
these requirements, which is likely to result in increased general and
administrative expenses and may shift management time and attention from
revenue-generating activities to compliance activities. While our management is
expending significant resources in an effort to complete this important project,
there can be no assurance that we will be able to achieve our objective on a
timely basis. There also can be no assurance that our auditors will be able to
issue an unqualified opinion on management's assessment of the effectiveness of
our internal control over financial reporting. Failure to achieve and maintain
an effective internal control environment or complete our Section 404
certifications could have a material adverse effect on our stock
price.




In
addition, in connection with our on-going assessment of the effectiveness of our
internal control over financial reporting, we may discover “material weaknesses”
in our internal controls as defined in standards established by the Public
Company Accounting Oversight Board, or the PCAOB. A material weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. The PCAOB
defines “significant deficiency” as a deficiency that results in more
than a remote likelihood that a misstatement of the financial statements
that is more than inconsequential will not be prevented or
detected.





In the
event that a material weakness is identified, we will employ qualified personnel
and adopt and implement policies and procedures to address any material
weaknesses that we identify. However, the process of designing and implementing
effective internal controls is a continuous effort that requires us to
anticipate and react to changes in our business and the economic and regulatory
environments and to expend significant resources to maintain a system of
internal controls that is adequate to satisfy our reporting obligations as a
public company. We cannot assure you that the measures we will take will
remediate any material weaknesses that we may identify or that we will implement
and maintain adequate controls over our financial process and reporting in the
future.





Any
failure to complete our assessment of our internal control over financial
reporting, to remediate any material weaknesses that we may identify or to
implement new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations or result in material misstatements in our financial
statements. Any such failure could also adversely affect the results of the
periodic management evaluations of our internal controls and, in the case of a
failure to remediate any material weaknesses that we may identify, would
adversely affect the annual auditor attestation reports regarding the
effectiveness of our internal control over financial reporting that are required
under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could
also cause investors to lose confidence in our reported financial
 information, which could have a negative effect on the trading price of
our common stock.




24




THE
MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS
A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT,
LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE
FLUCTUATIONS IN OUR SHARE PRICE.




The
market for our common shares is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
The volatility in our share price is attributable to a number of factors. First,
as noted above, our common shares are sporadically and thinly traded. As a
consequence of this lack of liquidity, the trading of relatively small
quantities of shares by our shareholders may disproportionately influence the
price of those shares in either direction. The price for our shares could, for
example, decline precipitously in the event that a large number of our common
shares are sold on the market without commensurate demand, as compared to a
seasoned issuer which could better absorb those sales without adverse impact on
its share price. Secondly, we are a speculative or “risky” investment due to our
limited operating history and lack of profits to date, and uncertainty of future
market acceptance for our potential products. As a consequence of this enhanced
risk, more risk-adverse investors may, under the fear of losing all or most of
their investment in the event of negative news or lack of progress, be more
inclined to sell their shares on the market more quickly and at greater
discounts than would be the case with the stock of a seasoned issuer. Many of
these factors are beyond our control and may decrease the market price of our
common shares, regardless of our operating performance. We cannot make any
predictions or projections as to what the prevailing market price for our common
shares will be at any time, including as to whether our common shares will
sustain their current market prices, or as to what effect that the sale of
shares or the availability of common shares for sale at any time will have on
the prevailing market price.





Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;
(2) manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask
differential and markups by selling broker-dealers; and (5) the wholesale
dumping of the same securities by promoters and broker-dealers after prices have
been manipulated to a desired level, along with the resulting inevitable
collapse of those prices and with consequent investor losses. Our management is
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, management will
strive within the confines of practical limitations to prevent the described
patterns from being established with respect to our securities. The occurrence
of these patterns or practices could increase the volatility of our share
price.




VOLATILITY
IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY
DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND
RESULTS OF OPERATIONS.




As
discussed in the preceding risk factors, the market for our common shares is
characterized by significant price volatility when compared to seasoned issuers,
and we expect that our share price will continue to be more volatile than a
seasoned issuer for the indefinite future. In the past, plaintiffs have often
initiated securities class action litigation against a company following periods
of volatility in the market price of its securities. We may in the future be the
target of similar litigation. Securities litigation could result in substantial
costs and liabilities and could divert management’s attention and
resources.




OUR
BUSINESS PLAN CALLS FOR EXTENSIVE AMOUNTS OF FUNDING AND WE MAY NOT BE ABLE TO
OBTAIN SUCH FUNDING WHICH COULD ADVERSELY AFFECT OUR BUSINESS, OPERATIONS AND
FINANCIAL CONDITION.




We will
be relying on additional financing and funding. We are currently in discussions
with potential sources of financing but no definitive agreements are in place.
If we cannot achieve the requisite financing or complete the projects as
anticipated, this could adversely affect our business, the results of our
operations, prospects and financial condition.





SHOULD
ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE
UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR
PLANNED.




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





On March
24, 2008, the Company accepted subscriptions for 10,000,000 shares of common
stock, at a price of $.10 per share, resulting in gross proceeds of One Million
Dollars ($1,000,000). After legal costs and commissions the net proceeds to the
Company were approximately $915,000. The offer and sale of such shares of our
common stock were effected in reliance on the exemptions for sales of securities
not involving a public offering, as set forth in Rule 506 of Regulation D
promulgated under the Securities Act of 1933 (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; and (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.


25




Beginning
June 18, 2008, the Company began accepting subscriptions for up to approximately
14,705,882 shares of common stock, at a price of $.17 per share, resulting in
gross proceeds of Two Million Five Hundred Thousand Dollars ($2,500,000). After
legal costs and commissions the net proceeds to the Company are anticipated to
be approximately $2,250,000. No other warrants or options are associated with
the stock purchase. The common stock issued to U.S. investors was sold based on
an exemption from registration pursuant to Section 4(2) and Rule 506 of
regulation D of the Securities Act of 1933 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; and (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 the common stock issued to non-U.S. investors was sold
based on an exemption from registration pursuant to Regulation S of the
Securities Act of 1933, (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; and (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 (e) the
Investors represented that were not U.S. citizens or entities.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




There
were no defaults upon senior securities during the period ended June 30,
2008.




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





There
were no matters submitted to the vote of securities holders during the period
ended June 30, 2008.




ITEM
5. OTHER INFORMATION





None.




Item 6.
Exhibits





Exhibits:31.1
            
            Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act.31.2
            
            Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act.32.1
            
            Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.32.2
            
            Certification
      of Principal Financial and Accounting Officer Pursuant to Section 906 of
      the Sarbanes-Oxley Act.




ITEM
6. EXHIBITS





Exhibits:





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




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





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




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




26




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
October 6, 2009.





BRAMPTON
      CREST INTERNATIONAL INC.Date:
      October 6, 2009
                            By:
      /s/ Bryan NorcrossBryan
      NorcrossPresident,
      Principal Executive OfficerDate:
      October 6, 2009
                            By:
      /s/ Brad HackerBrad
      HackerChief
      Financial Officer




27