U.S.SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C.20549







FORM
      10-Q







(Mark
      One)


x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
                2008





OR





o
            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.)




12515
      Orange Drive, Suite 814, Davie, FL 33330


(Address
      and Zip Code of Principal Executive Offices)








Registrant's
      Telephone Number: (954) 475-1260 x13








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: YesxNoo




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 November 10, 2008**Common
                stock, $0.001 par value
            
            221,854,881







BRAMPTON
      CREST INTERNATIONAL INC.





PagePart
                  I. Financial Information
              
              3Item
                  1. Condensed Consolidated Financial Statements and Notes to Financial
                  Statements(a)
                  Condensed Consolidated Balance Sheets as of September 30, 2008
                  and
                  December 31, 2007 (unaudited)
              
              4(b)
                  Condensed Consolidated Statements of Operations for the Three and
                  Nine
                  Months Ended September 30, 2008 and 2007 (unaudited)
              
              5(c)
                  Condensed Consolidated Statements of Cash Flow for the Nine Months
                  Ended
                  September 30, 2008 and 2007 (unaudited)
              
              6(d)
                  Notes to Condensed Consolidated Financial Statements
                  (unaudited)
              
              7Item
                  2. Management's Discussion and Analysis of Financial Condition
                  and Results
                  of Operations
              
              15


Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            20Item
                4. Controls and Procedures
            
            20Part
                II. Other Information
            
            21Item
                1. Legal Proceedings
            
            21Item
                1A. Risk Factors
            
            21Item
                2. Changes in Securities and Registrant Purchases of Equity
                Securities
            
            24Item
                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





2




**PART
      I FINANCIAL INFORMATION**





General





The
      accompanying reviewed condensed consolidated financial statements have been
      prepared in accordance with the instructions to Form 10-Q. Therefore, they
      do
      not include all information and footnotes necessary for a complete presentation
      of financial position, results of operations, cash flow, and stockholders'
      equity in conformity with generally accepted accounting principles. Except
      as
      disclosed herein, there has been no material change in the information disclosed
      in the notes to the financial statements included in the registrant’s statement
      on Form 10-KSB for the year ended December 31, 2007 (audited). In the opinion
      of
      management, all adjustments considered necessary for a fair presentation of
      the
      results of operations and financial position have been included and all such
      adjustments are of a normal recurring nature. Operating results for the quarter
      ended September 30, 2008 are not necessarily indicative of the results that
      can
      be expected for the year ending December 31, 2008.




3




**Brampton
                Crest International, Inc. and Subsidiaries****Condensed
                Consolidated Balance Sheets********Unaudited**




**September
                30,**
            
            **December
                31,****2008**
            
            **2007**ASSETSCurrent
                Assets:Cash
                and Cash Equivalents
            
            
            $
                1,784,116
            
            $
                381,479Notes
              Receivable
            
            
            ---
            
            204,337Accounts
                Receivable
            
            
            76,438
            
            ---Total
                Current Assets
            
            
            1,860,554
            
            585,816Property
                and Equipment, net
            
            
            349,610
            
            820Other
                Assets:Deposits
                and Prepaid Expenses
            
            
            23,322
            
            11,622Trademarks
            
            
            10,650
            
            ---Goodwill
            
            
            415,747
            
            ---Total
                Other Assets
            
            
            449,719
            
            11,622TOTAL
                ASSETS
            
            
            $
                2,659,883
            
            $
                598,258LIABILITIES
                AND STOCKHOLDERS’ EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            
            $
                38,030
            
            $
                4,061Due
                to officer
            
            
            95,926
            
            ---Total
                Current Liabilities
            
            
            133,956
            
            4,061STOCKHOLDERS’
                EQUITYPreferred
                stock, $.001 par value; 25,000,000 shares authorized,
              -0-
                shares issued and outstanding
            
            
            ---
            
            ---Common
                stock, $.001 par value; 950,000,000 shares authorized, 221,854,881
                and
                51,518,764 shares issued and outstanding at September 30, 2008 and
                December 31, 2007
            
            
            221,854
            
            51,518Additional
                paid in capital
            
            
            3,993,797
            
            1,589,900Accumulated
                deficit
            
            
            (1,689,724)
            
            (1,047,221)Total
                Stockholders' Equity
            
            
            2,525,927
            
            594,197Total
                Liabilities & Stockholders’ Equity
            
            
            $
                2,659,883
            
            $
                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
              
              Nine
                  Months EndedSeptember
                  30,
              
              September
                  30,2008
              
              2007
              
              2008
              
              2007Sales
              
              $
              75,000
              
              $
              -0-
              
              $
              75,000
              
              $
              -0-Cost
                  of Sales
              
              
              6,166
              
              
              -0-
              
              
              6,166
              
              
              -0-Gross
                  Profit
              
              
              68,834
              
              
              -0-
              
              
              68,834
              
              
              -0-Selling,
                  General andAdministrative
                  Expenses
              
              
              319,692
              
              
              160,284
              
              
              731,230
              
              
              240,802Loss
                  From Operations
              
              
              (250,858
              )
              
              (160,284
              )
              
              (662,396
              )
              
              (240,802
              )Other
                  Income (Expense):Interest
                  Income
              
              
              7,256
              
              
              9,168
              
              
              19,893
              
              
              31,438Loss
                  on Disposal of Fixed Assets
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              (480
              )Total
                  Other Income (Expense)
              
              
              7,256
              
              
              9,168
              
              
              19,893
              
              
              30,958Loss
                  from Continuing Operations BeforeIncome
                  Taxes
              
              
              (243,602
              )
              
              (151,116
              )
              
              (642,503
              )
              
              (209,844
              )Income
                  Taxes Provision
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              ---Net
                  Loss From Continued Operations
              
              
              (243,602
              )
              
              (151,116
              )
              
              (642,503
              )
              
              (209,844
              )Income
                    From Discontinued Operations Net of
                  Income
                    Tax Benefit of $0 in 2007
              
              
              ---
              
              
              73
              
              
              ---
              
              
              538Net
                  Loss
              
              $
              (243,602
              )
              $
              (151,043
              )
              $
              (642,503
              )
              $
              (209,306
              )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
              
              
              201,819,475
              
              
              51,518,710
              
              
              142,839,070
              
              
              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****(Unaudited)**


Nine
                  Months EndedSeptember
                  30,2008
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (642,503
              )
              $
              (209,306
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
              
              
              61,277
              
              
              120Loss
                  on Disposal of Assets
              
              
              ---
              
              
              480Changes
                  in operating assets and liabilities:Accounts
                  Receivable
              
              
              (76,438
              )Inventory
              
              
              ---
              
              
              46
 Other
                  assets:
 Prepaid
                  expenses and deposits
              
              
              (9,450
              )
              
              (11,621
              )Accounts
                  payable and accrued expenses
              
              
              (74,958
              )
              
              13,526Net
                  Cash (Used) in Operating Activities
              
              
              (742,072
              )
              
              (206,755
              )Cash
                  From Investing Activities
 Cash
                    acquired at acquisition
                
                
                19,349
                
                
                ---
 Notes
                Receivable
              
              
              
              
              
              (198,204
              )Fixed
                  Assets Purchased
              
              
              (348,873
              )
              
              ---Net
                  Cash Used In Investing Activities
              
              
              (329,524
              )
              
              (198,204
              )Cash
                  Flows From Financing ActivitiesProceeds
                  from Sale of Common Stock, net of expenses
              
              
              2,474,233
              
              
              ---Net
                  Cash Provided by Financing Activities
              
              
              2,474,233
              
              
              ---NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              1,402,637
              
              
              (404,959
              )CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              381,479
              
              
              864,676CASH
                  AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              1,784,116
              
              
              459,717SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOWS INFORMATION:SUPPLEMENTAL
                  DISCLOSURE OF NONCASHACTIVITIES:Acquisition
                  of America’s Emergency Network, LLC:Cash
                  acquired at acquisition
              
              $
              19,349Fixed
                  assets
              
              
              61,194
              
              
              ---Other
                  assets
              
              
              12,900
              
              
              ---Loan
                  payable
              
              
              (204,337
              )
              
              ---Officer
                  loan
              
              
              (95,926
              )
              
              ---Accounts
                  Payable
              
              
              (108,927
              )
              
              ---Goodwill
              
              
              415,747
              
              
              ---Common
                  stock issued for acquisition
              
              $
              100,000
              
              $
              ---




**See
      accompanying notes to the unaudited Condensed Consolidated Financial
      Statements**





6


BRAMPTON
      CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      1 -
      BASIS OF PRESENTATION





The
      accompanying unaudited condensed consolidated financial statements, which are
      for interim periods, do not include all the information and footnote disclosures
      provided in the annual consolidated financial statements. These unaudited
      condensed consolidated financial statements should be read in conjunction with
      the financial statements and footnotes thereto contained in the Form 10-KSB
      for
      the year ended December 31, 2007 of Brampton Crest International, Inc. as filed
      with the U.S. Securities and Exchange Commission. The summary December 31,
      2007
      balance sheet was derived from audited financial statements but does not include
      all disclosures required by generally accepted accounting principles at December
      31, 2007.





In
      the
      opinion of the Company's management, the accompanying unaudited condensed
      consolidated financial statements contain all adjustments (which are of a normal
      recurring nature) necessary for a fair presentation of the financial statements.
      The results for interim periods are not necessarily indicative of the financial
      statements.





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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. Following the Company’s name
      change 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 its consumer personal care
      products 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 remains 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 America’s Emergency Network, Inc. Consequently,
      America’s Emergency Network, Inc. (which contains the operating business
      formerly conducted by America’s Emergency Network, LLC), continues as a wholly
      owned subsidiary of the Company.





7





BRAMPTON
      CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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
            
            $
            415,747Cash
            
            
            19,349Fixed
                assets
            
            
            61,194Other
                assets
            
            
            12,900Accounts
                payable
            
            
            (108,927
            )Officer
                advances
            
            
            (95,926
            )Loan
                payable
            
            
            (204,337
            )$
            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.




PRINCIPLES
      OF CONSOLIDATION


The
        accompanying condensed consolidated financial statements include the accounts
        of
        Brampton Crest International, Inc. and its wholly owned subsidiaries. All
        significant intercompany accounts and transactions have been eliminated in
        consolidation.
  USE
        OF
        ESTIMATES





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




CASH
      AND
      CASH EQUIVALENTS





The
      Company considers all highly liquid investments with an original term of three
      months or less to be cash equivalents. At September 30, 2008 and December 31,
      2007, the Company had cash equivalents in the amount of approximately
      $1,784,000, and $381,000, respectively, all in low risk
      investments.




ACCOUNTS
      RECEIVABLE





The
      Company conducts business and extends credit based on the evaluation of its
      customers' financial condition. AEN extends credit without requiring collateral. Laurentian
      may require collateral from its customers; however, it’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. The Company had accounts receivable of $76,438 at September
      30, 2008 and -0- at December 31, 2007





8




BRAMPTON
      CREST INTERNATIONAL, INC. AND
      SUBSDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





AEN
      signed a strategic agreement with Peacock Productions, a division of NBC News,
      which in turn is a division of NBC Universal, Inc., (NBCU) 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 week for consulting services. The entire
      accounts receivable balance outstanding at quarter end is for this customer.





REVENUE
      RECOGNITION





The
      Company recognizes revenues when a sales agreement has been executed, delivery
      has occurred, and collectability of the fixed or determinable sales price is
      reasonably assured.





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, generally
      from 3 to 7 years. 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 consolidated
      statement of operations.





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. The Company tests for impairment of the goodwill at least
      annually, if not more depending upon substantial changes in the Company that
      may
      lead to a change in the goodwill during interim periods.


INCOME
        TAXES
 
 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 nine and three months ended September 30, 2008.




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 September 30, 2008 and 2007, respectively are
      anti-dilutive and therefore are not included in earnings (loss) per
      share.





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.




9




BRAMPTON
      CREST INTERNATIONAL, INC. AND
      SUBSDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


ACCOUNTING
      FOR STOCK BASED COMPENSATION (CONTINUED)




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.





NOTE
      3 -
      RECENT ACCOUNTING PRONOUNCEMENTS




In
      September 2006, the FASB issued SFAS No. 157, which is effective for fiscal
      years beginning after November 15, 2007 and for interim periods within
      those years. This statement defines fair value, establishes a framework for
      measuring fair value and expands the related disclosure requirements. This
      statement applies under other accounting pronouncements that require or permit
      fair value measurements. The statement indicates, among other things, that
      a
      fair value measurement assumes that the transaction to sell an asset or transfer
      a liability occurs in the principal market for the asset or liability or, in
      the
      absence of a principal market, the most advantageous market for the asset or
      liability. SFAS 157 defines fair value based upon an exit price model. Relative
      to SFAS 157, the FASB issued FSP FAS 157-1, FAS 157-2, and FAS 157-3. FSP FAS
      157-1 amends SFAS 157 to exclude SFAS 13 and its related interpretive accounting
      pronouncements that address leasing transactions, while FSP FAS 157-2 delays
      the
      effective date of SFAS 157 for all nonfinancial assets and nonfinancial
      liabilities, except those that are recognized or disclosed at fair value in
      the
      financial statements on a recurring basis. FSP FAS 157-3 clarifies the
      application of SFAS 157 as it relates to the valuation of financial assets
      in a
      market that is not active for those financial assets. This FSP is effective
      immediately and includes those periods for which financial statements have
      not
      been issued. We currently do not have any financial assets that are valued
      using
      inactive markets, and as such are not impacted by the issuance of this FSP.
      We
      adopted SFAS 157 as of January 1, 2008, with the exception of the
      application of the statement to non-recurring nonfinancial assets and
      nonfinancial liabilities.





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
      consolidated 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 (revised 2007), “Business
      Combinations” (SFAS 141(R)), which replaces SFAS No. 141, “Business
      Combinations” (SFAS 141). SFAS 141(R) retains the underlying concepts of SFAS
      141 in that all business combinations are still required to be accounted for
      at
      fair value under the acquisition method of accounting but SFAS 141(R) changed
      the method of applying the acquisition method in a number of significant
      aspects. Acquisition costs will generally be expensed as incurred;
      noncontrolling interests will be valued at fair value at the acquisition date;
      in-process research and development will be recorded at fair value as an
      indefinite-lived intangible asset at the acquisition date, until either
      abandoned or completed, at which point the useful lives will be determined;
      restructuring costs associated with a business combination will generally be
      expensed subsequent to the acquisition date; and changes in deferred tax asset
      valuation allowances and income tax uncertainties after the acquisition date
      generally will affect income tax expense. SFAS 141(R) is effective on a
      prospective basis for all business combinations for which the acquisition date
      is on or after the beginning of the first annual period subsequent to
      December 15, 2008, with the exception of the accounting for valuation
      allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends
      SFAS No. 109, “Accounting for Income Taxes” (SFAS 109) such that
      adjustments made to valuation allowances on deferred taxes and acquired tax
      contingencies associated with acquisitions that closed prior to the effective
      date of SFAS 141(R) would also apply the provisions of SFAS 141(R). Early
      adoption is not permitted. Upon adoption, SFAS 141(R) will not have a
      significant impact on our consolidated financial position and results of
      operations; however, any business combination entered into after the adoption
      may significantly impact our financial position and results of operations when
      compared to acquisitions accounted for under existing U.S. Generally Accepted
      Accounting Principles (GAAP).




In
        December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
        Consolidated Financial Statements—an amendment of ARB No. 51.” This
        statement is effective for fiscal years, and interim periods within those
        fiscal
        years, beginning on or after December 15, 2008, with earlier adoption
        prohibited. This statement requires the recognition of a noncontrolling interest
        (minority interest) as equity in the consolidated financial statements and
        separate from the parent’s equity. The amount of net income attributable to the
        noncontrolling interest will be included in consolidated net income on the
        face
        of the income statement. It also amends certain of ARB No. 51’s
        consolidation procedures for consistency with the requirements of SFAS 141(R).
        This statement also includes expanded disclosure requirements regarding the
        interests of the parent and its noncontrolling interest. We have evaluated
        this
        new statement and have determined that the statement will not have a significant
        impact on the reporting of our financial position and results of
        operations.





10


BRAMPTON
      CREST INTERNATIONAL, INC. AND
      SUBSDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE
      3 - RECENT ACCOUNTING PRONOUNCEMENTS
      (CONTINUED)




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.





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
      Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
      reporting by requiring enhanced disclosures of an entity’s derivative
      instruments and hedging activities and their effects on the entity’s financial
      position, financial performance, and cash flows. SFAS 161 applies to all
      derivative instruments within the scope of SFAS 133, “Accounting for Derivative
      Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
      bifurcated derivatives, and nonderivative instruments that are designated and
      qualify as hedging instruments. Entities with instruments subject to SFAS 161
      must provide more robust qualitative disclosures and expanded quantitative
      disclosures. SFAS 161 is effective prospectively for financial statements issued
      for fiscal years and interim periods beginning after November 15, 2008,
      with early application permitted. We are currently evaluating the disclosure
      implications of this statement; however, the new statement will not have an
      impact on the determination of our financial results.




In
      April
      2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
      Intangible Assets.” This FSP 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 SFAS No. 142, “Goodwill and Other
      Intangible Assets” (SFAS 142). The objective of this FSP is to improve the
      consistency between the useful life of a recognized intangible asset under
      SFAS
      142 and the period of expected cash flows used to measure the fair value of
      the
      asset under SFAS 141(R), and other principles of GAAP. This FSP applies to
      all
      intangible assets, whether acquired in a business combination or otherwise,
      and
      shall be effective for financial statements issued for fiscal years beginning
      after December 15, 2008, and interim periods within those fiscal years and
      applied prospectively to intangible assets acquired after the effective date.
      Early adoption is prohibited. We have evaluated the new statement and have
      determined that it will not have a significant impact on the determination
      or
      reporting of our financial results.




In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles” (SFAS 162). This statement identifies the sources of
      accounting principles and the framework for selecting the principles used in
      the
      preparation of financial statements of nongovernmental entities that are
      presented in accordance with GAAP. With the issuance of this statement, the
      FASB
      concluded that the GAAP hierarchy should be directed toward the entity and
      not
      its auditor, and reside in the accounting literature established by the FASB
      as
      opposed to the American Institute of Certified Public Accountants (AICPA)
      Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in
      Conformity With Generally Accepted Accounting Principles.” This statement is
      effective 60 days following the SEC’s approval of the Public Company Accounting
      Oversight Board amendments to AU Section 411, “The Meaning of Present
      Fairly in Conformity With Generally Accepted Accounting Principles.” We have
      evaluated the new statement and have determined that it will not have a
      significant impact on the determination or reporting of our financial results.





In
      May
      2008 the FASB issued FASB Staff Position (FSP) APB 14-1, “ *Accounting
      for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
      (Including Partial Cash Settlement).* ”
APB
      14-1 requires the issuer to separately account for the liability and equity
      components of convertible debt instruments in a manner that reflects the
      issuer’s nonconvertible debt borrowing rate. The guidance will result in
      companies recognizing higher interest expense in the statement of operations
      due
      to amortization of the discount that results from separating the liability
      and
      equity components. APB 14-1 will be effective for financial statements issued
      for fiscal years beginning after December 15, 2008, and interim periods within
      those fiscal years. The Company is currently evaluating the impact of adopting
      APB 14-1 on its consolidated financial statements.


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
        FASB Staff Position (FSP) addresses whether instruments granted in share-based
        payment transactions are participating securities prior to vesting and,
        therefore, need to be included in the earnings allocation in computing earnings
        per share (EPS) under the two-class method described in paragraphs 60 and
        61 of
        FASB Statement No. 128, Earnings per Share. This FSP provides that unvested
        share-based payment awards that contain non forfeitable rights to dividends
        or
        dividend equivalents (whether paid or unpaid) are participating securities
        and
        shall be included in the computation of EPS pursuant to the two-class method.
        The provisions of FSP No. 03-6-1 shall be effective for financial statements
        issued for fiscal years beginning after December 15, 2008, and interim periods
        within those years. All prior-period EPS data presented shall be adjusted
        retrospectively (including interim financial statements, summaries of earnings,
        and selected financial data) to conform with the provisions of this FSP.
        Early
        application is not permitted. The provisions of FSP No. 03-6-1 are effective
        for
        the Company retroactively in the first quarter ended March 31, 2009. The
        Company
        is currently assessing the impact of FSP No. EITF 03-6-1 on the calculation
        and
        presentation of earnings per share in its’ consolidated financial
        statements.




11


BRAMPTON
      CREST INTERNATIONAL, INC. AND
      SUBSDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE
      3 - RECENT ACCOUNTING PRONOUNCEMENTS
      (CONTINUED)




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
      - 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 who is also a 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 6
      - 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.




During
      the second and third quarters of 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 $1,559,000. 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.





COMMON
      STOCK OUTSTANDING





As
      of
      September 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 221,854,881 and 51,518,764
      shares issued and outstanding.




12




BRAMPTON
      CREST INTERNATIONAL, INC. AND
      SUBSDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 6
      - COMMON STOCK (CONTINUED)




STOCK
      WARRANTS





As
      previously discussed, the Company issued 1,666,000 stock warrants during the
      year ended December 31, 2005 and 49,434,000 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 nine
      months ended September 30, 2008.


WeightedAverageWarrants
            
            PriceBalance,
                12/31/06
            
            
            51,100,000
            
            $
            .001Activity:1/1/07
                to 12/31/07
            
            
            —
            
            
            —Activity
                1/1/08-9/30/08-Warrants exercised
            
            
            (50,300,000
            )
            
            .001Balance,
                9/30/08
            
            
            800,000
            
            $
            .001





NOTE 7
      - ACQUISITIONS




The
      summarized unaudited pro forma financial information for the nine months ended
      September 30, 2008 and 2007 that follows assumes the acquisition of America’s
      Emergency Network, LLC was consummated on January 1, 2007:


**Nine
                Months Ended****September
                30,**
            
            
            **September
                30,****2008**
            
            
            **2007**SALES
            
            $
            75,000
            
            
            ---COST
                OF SALE
            
            
            6,166
            
            
            ---GROSS
                PROFIT
            
            
            68,834
            
            
            ---SELLING,
                GENERAL ANDADMINISTRATIVE
                EXPENSES
            
            
            791,716
            
            
            240,802LOSS
                FROM OPERATIONS
            
            
            722,882
            
            
            240,802OTHER
                INCOME (EXPENSE)LOSS
                ON DISPOSAL OF FIXED ASSETS
            
            
            
            
            
            (480
            )INTEREST
                INCOME
            
            
            20,345
            
            
            31,438TOTAL
                OTHER INCOME
            
            
            20,345
            
            
            30,958LOSS
                BEFORE INCOME TAXES
            
            $
            702,537
            
            $
            209,844INCOME
                TAX PROVISION
            
            
            --
            
            
            --NET
                LOSS FROM CONTINUED OPERATIONS
            
            $
            702,537
            
            $
            209,844INCOME
                FROM DISCONTINUED OPERATIONS
            
            
            -0-
            
            
            538NET
                LOSS
            
            $
            702,537
            
            $
            209,306LOSS
                PER SHARE -BASIC
                AND DILUTED
            
            $
            .00
            
            $
            .00WEIGHTED
                AVERAGE COMMON SHARESOUTSTANDING
                - BASIC AND DILUTED
            
            
            172,767,113
            
            
            151,518,710





NOTE 8
      - 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.




13


BRAMPTON
      CREST INTERNATIONAL, INC. AND
      SUBSDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 8
      - DISCONTINUED OPERATIONS (CONTINUED)




Through
      March 31, 2008, business activities for the consumer personal care products
      continued however the anticipated results were not successful and the Company
      discontinued those operations.





The
      accompanying unaudited condensed consolidated statements of operations for
      the
      nine and three months presented have been adjusted to classify $73 and $538
      for
      the periods respectively, of gross profit earned from the sale and distribution
      of consumer personal care products as discontinued operations.





NOTE
      9 -
      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
      10 -
      PROPERTY AND EQUIPMENT





Property
      and Equipment consist of the following:





Property
                and Equipment:Website
                development
            
            $
            249,527
            
            $
            --Conference
                display
            
            
            8,558
            
            
            --Computer
                  and software
            
            
            151,403Installation
              Parts
            
            
            12,340
            
            
            848Leasehold
              improvements
            
            
            1,500Furniture
            
            
            2,511
            
            
            --Total
                Property and Equipment
            
            $
            425,839
            
            $
            848Accumulated
                Depreciation
            
            
            (76,229
            )
            
            (28
            )Total
                Property and Equipment, Net
            
            $
            349,610
            
            $
            820




14





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 September 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
      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.




During
      the second and third quarter of 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 $1,559,000. 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.





15


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
      generates 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 is being 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.





Beta
      deployments of the AEN Network already are installed and operating in ten
      (10) Florida governmental agencies, and one additional installation
      is planned for 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,
      except on the AEN’s and the news-sites’ home pages, 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. In
      spite
      of the favorable response to our beta program, our projected rate of revenue
      growth may be adversely affected by the current downturn in the overall economy;
      however, management remains optimistic and believes that overall future
      anticipated demand for our services will continue to be robust. The management
      acknowledges that the economic downturn has created uncertainty in both the
      size
      and administration of governmental budgets. To that end, the Company is working
      with governmental entities whose budgets have been affected to identify and
      acquire additional sources of funding, as necessary, to install and maintain
      the
      AEN system.





16


During
      the quarter ended September 30, 2008, AEN was also nominated for ITFlorida’s
      Government Technology Leadership award, and ultimately was awarded first
      place in the "Government Technology Leadership-"Private" category
      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. (NBCU), 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 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.
      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 management believes 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, the management 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.





17


NINE
      MONTHS ENDED SEPTEMBER 30, 2008


COMPARED
      TO NINE MONTHS ENDED SEPTEMBER 30, 2007





There
      was
      consulting income of $75,000 from the previously mentioned Peacock Productions
      agreement for the nine months ended September 30, 2008 and cost of sales of
      $6,166. For the same nine months ended September 30, 2007 the Company had no
      revenue or cost of sales. There was no other sales or costs of sales of
      cosmetics for the nine month period ended September, 2008 and 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 $240,802 for the nine month
      period ended September 30, 2007 to $731,230 for the nine month period ended
      September 30, 2008 due to costs associated with the AEN operations.





Other
      income (expenses) for the nine months ended September 30, 2008 decreased to
      $19,893 from $30,958 for the nine month period ended September 30, 2007. The
      change was due to lower returns from interest and dividends as compared to
      last
      year.





Net
      loss
      increased from $209,306 for the nine month period ended September 30, 2007
      to
      $642,503 for the nine month period ended September 30, 2008, due to the above
      analysis of Income and Expenses.





Current
      Assets





Cash
      increased from $381,479 at December 31, 2007 to $1,784,116 at September 30,
      2008, primarily as a result of the private placements transacted in March 2008
      and September 2008.





Total
      assets increased from $598,258 at December 31, 2007 to $2,659,883 at September
      30, 2008, primarily as a result of the $2.5 million private placements
      transacted with the AEN merger and goodwill related to the AEN
      merger.





Current
      liabilities increased from $4,061 at December 31, 2007 to $133,956 at September
      30, 2008, due to additional accounts payable and related party note with the
      president of the Company primarily as a result of 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 approximately $2.5 million from private
      placements of our securities received, as of September 30, 2008. Management
      intends to use the proceeds from the offerings towards the implementation of
      the
      business plan including the AEN products and to provide working capital for
      future expansion of the Company's operations.





A
      significant portion of our business plan relies upon our ability to successfully
      charge licensing and other fees to governmental agencies for our
      services.    The recent worldwide financial crisis, coupled with
      dramatic reductions in state revenues due to reduced property values and the
      economic downturn, creates substantial additional uncertainty in both the size
      and administration of governmental budgets. In turn, our business plan may
      be adversely affected if governmental budgets are reduced, if any limitations
      or
      restrictions are placed upon the acquisition of new products or services like
      ours or if expenditure priorities are changed, particularly if budgets available
      for emergency management services are
      reduced.





Should
      such uncertainties otherwise adversely affect the execution of our business
      plan; we will make appropriate adjustments to our plan, generally, and/or the
      execution of plan, specifically, in light of the then-available resources,
      existing prospects, and rapidly changing conditions.





18




THREE
      MONTHS ENDED SEPTEMBER 30, 2008


COMPARED
      TO THREE MONTHS ENDED SEPTEMBER 30, 2007





There
      was
      consulting income of $75,000 from the previously mentioned Peacock Productions
      agreement for the three months ended September 30, 2008 and cost of sales of
      $6,166. For the same three months ended September 30, 2007 the Company had
      no
      revenue or cost of sales. There was no other sales or costs of sales of
      cosmetics for the nine month period ended September, 2008 and 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 $160,284 for the three-month
      period ended September 30, 2007 to $319,692 for the three-month period ended
      September 30, 2008 due to costs associated with the AEN operations.





Other
      income (expenses) for the three months ended September 30, 2008 decreased to
      $7,256 from $9,168 for the three month period ended September 30, 2007. The
      change was due to lower returns in interest and dividends as compared to last
      year.





Net
      loss
      increased from $151,043 for the three month period ended September 30, 2007
      to
      $243,602 for the three month period ended September 30, 2008, due to the above
      analysis of Income and Expenses.




19




**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
 
 Our
        Chief
        Executive Officer and Chief Financial Officer evaluated the effectiveness
        of our
        disclosure controls and procedures as of the end of the period covered by
        this
        report. Based on that evaluation, Chief Executive Officer and Chief Financial
        Officer concluded that our disclosure controls and procedures as of the end
        of
        the period covered by this report were effective such that the information
        required to be disclosed by us in reports filed under the Securities Exchange
        Act of 1934 is (i) recorded, processed, summarized and reported within the
        time
        periods specified in the SEC's rules and forms and (ii) accumulated and
        communicated to the Chief Executive Officer and Chief Financial Officer,
        as
        appropriate to allow timely decisions regarding disclosure. A controls system
        cannot provide absolute assurance, however, that the objectives of the controls
        system are met, and no evaluation of controls can provide absolute assurance
        that all control issues and instances of fraud, if any, within a company
        have
        been detected.
 
 Our
        Chief
        Executive Officer and Chief Financial Officer is responsible for establishing
        and maintaining adequate internal control over financial reporting (as defined
        in Rule 13a-15(f) under the Exchange Act). Our internal control over financial
        reporting is a process designed to provide reasonable assurance regarding
        the
        reliability of financial reporting and the preparation of financial statements
        for external purposes in accordance with accounting principles generally
        accepted in the United States.
  Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Therefore, even those systems determined
        to be
        effective can provide only reasonable assurance of achieving their control
        objectives. Furthermore, smaller reporting companies face additional
        limitations. Smaller reporting companies employ fewer individuals and find
        it
        difficult to properly segregate duties. Often, one or two individuals control
        every aspect of the Company's operation and are in a position to override
        any
        system of internal control. Additionally, smaller reporting companies tend
        to
        utilize general accounting software packages that lack a rigorous set of
        software controls.
  Our
        Chief
        Executive Officer and Chief Financial Officer evaluated the effectiveness
        of the
        Company's internal control over financial reporting as of September 30, 2008.
        In
        making this assessment, our Chief Executive Officer and Chief Financial Officer
        used the criteria set forth by the Committee of Sponsoring Organizations
        of the
        Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based
        on
        this evaluation, our Chief Executive Officer and Chief Financial Officer,
        concluded that, as of September 30, 2008, our internal control over financial
        reporting was effective.
  b)
        Changes in Internal Control over Financial Reporting.
  During
          the Quarter ended September
          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.




20


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.





21




***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




***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.




22





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.





***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.





23




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.





**OUR
      BUSINESS PLAN RELIES ON SIGNIFICANT REVENUE FROM NATIONAL, STATE AND LOCAL
      GOVERNMENTS AND REDUCTION IN GOVERNMENT REVENUE COULD EFFECT OUR BUSINESS
      PLAN**





A
      significant portion of our business plan relies upon our ability to successfully
      charge licensing and other fees to governmental agencies for our
      services.    The recent worldwide financial crisis, coupled with
      dramatic reductions in state revenues due to reduced property values and the
      economic downturn, creates substantial additional uncertainty in both the size
      and administration of governmental budgets.  In turn, our business plan may
      be adversely affected if governmental budgets are reduced, if any limitations
      or
      restrictions are placed upon the acquisition of new products or services like
      ours (such as a “freeze” on new products or services) or if expenditure
      priorities are changed, particularly if budgets available for emergency
      management services are reduced.    We believe that our services
      provide a key benefit to emergency managers and the general public,  and
      that we will ultimately be able to successfully market our services on a
      widespread basis  but we have no control over general economic conditions
      or the administration of public funds, so the actual timing of the rate of
      adoption is subject to additional uncertainty. Should such uncertainties
      otherwise adversely affect the execution of our business plan, we will make
      appropriate adjustments to our plan, generally, and/or to the execution of
      our
      plan, specifically, in light of the then-available resources, existing
      prospects, and rapidly changing conditions.   By way of example, if
      our adoption rates in the governmental sector are significantly reduced, we
      may
      elect to curtail the growth of our operations, divert more resources toward
      the
      pursuit of private sector (rather than governmental) licensees, adjust the
      pricing or terms of our offerings, or any combination of the
      foregoing.   In anticipation of the potential for a reduction in the
      short-term revenue from our services, particularly from our governmental
      prospects, we have already scaled back expenditures beyond previously planned
      levels.





**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.**  **CHANGES
      IN SECURITIES AND REGISTRANT PURCHASES OF EQUITY
      SECURITIES**





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.





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Beginning **** June
      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

      $1,559,000. 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.





25





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




There
      were no defaults upon senior securities during the period ended September 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 September 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.




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SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(b) of the Securities Exchange Act of
      1934, the registrant caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized, in the City of Davie, Florida, on May
      12, 2008.





BRAMPTON
      CREST INTERNATIONAL INC.








Date:
                November 14, 2008
            By:
                /s/ Bryan NorcrossBryan
                NorcrossPresident,
                Principal Executive OfficerDate:
                November 14, 2008
            By:
                /s/ Brad HackerBrad
                HackerChief
                Financial Officer




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