U.S. SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON, D.C.
20549







FORM 10-Q





(Mark One)


xQUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(D) OF


THE SECURITIES EXCHANGE ACT OF
1934





For the quarterly period ended March 31,
2010.





 ̈TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(D)


OF THE SECURITIES EXCHANGE
ACT





For the transition period
fromN/AtoN/A









Commission File No.
000-1321002







BRAMPTON CREST INTERNATIONAL
INC.


(Name of small business issuer in its
charter)





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





4700 Biscayne Blvd. Suite 500, Miami,
FL  33137


(Address and Zip Code of Principal
Executive Offices)





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








Indicate by check mark whether the
Registrant (1) has filed all reports required by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90
days:  Yes  xNo. ̈




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




Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, or a
non–accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b–2 of the Exchange Act. (Check
one):





Large accelerated
filer ̈Accelerated
filer ̈Non–Accelerated
filer ̈Small Reporting
Registrantx





Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b–2 of the Exchange
Act).  Yes ̈Nox





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




Class
              
              OutstandingatMay17,2010Common stock, $0.001 par
      value
              
              190,949,124





BRAMPTON CREST INTERNATIONAL INC. AND
SUBSIDIARIES





PagePart I. Financial
      Information
                        
                        3Item 1. CondensedConsolidated Financial Statements
      and Notes toConsolidated financials statements(unaudited)(a)  CondensedConsolidated Balance Sheets as of
      March 31, 2010and December 31,
      2009
                        
                        4(b)  CondensedConsolidated Statements of
      Operations for the Three Months Ended March 31, 2010and 2009
                        
                        5(c)  CondensedConsolidated Statements of Cash
      Flows for the Three Months Ended March 31, 2010and 2009
                        
                        6(d)  Notes to CondensedConsolidated Financial
      Statements
                        
                        7Item 2. Management's Discussion
      and Analysis of Financial Condition and Results of
      Operations
                        
                        18Item 3. Quantitative and
      Qualitative Disclosures About Market Risk
                        
                        22Item 4T. Controls and
      Procedures
                        
                        22Part II.  Other
      Information
                        
                        24Item 1. Legal
      Proceedings
                        
                        24Item 2.Unregistered Sales of Equity
      Securities and Use of Proceeds
                        
                        24Item 3. Defaults Upon Senior
      Securities
                        
                        24Item 4.(Removed and
      Reserved)
                        
                        24Item 5. Other
      Information
                        
                        24Item 6.
      Exhibits
                        
                        24Signatures
                        
                        25CERTIFICATIONSExhibit 31 – Management
      certificationExhibit 32 – Sarbanes-Oxley
      Act


2


PART I FINANCIAL
INFORMATION





General





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


3




Brampton
Crest International, Inc. and Subsidiaries


Condensed
Consolidated Balance Sheets





March 31,
                            
                            
                            December 31,2010
                            
                            
                            2009(Unaudited)ASSETSCurrent
      Assets:Cash
      and Cash Equivalents
                            
                            $
                            9,803
                            
                            
                            $
                            165,101Accounts
      Receivable
                            
                            
                            -
                            
                            
                            
                            10,000Total
      Current Assets
                            
                            
                            9,803
                            
                            
                            
                            175,101PROPERTY
      AND EQUIPMENT, net
                            
                            
                            298,093
                            
                            
                            
                            326,843Other
      Assets:Deposits
      and Prepaid Expenses
                            
                            
                            4,044
                            
                            
                            
                            4,758TOTAL
      ASSETS
                            
                            $
                            311,940
                            
                            
                            $
                            506,702LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIENCY)Accounts
      Payable
                            
                            $
                            245,278
                            
                            
                            $
                            272,689Accrued
      Expenses
                            
                            
                            269,200
                            
                            
                            
                            151,000Due
      to Related Party
                            
                            
                            95,926
                            
                            
                            
                            95,926Current
      Portion of Notes Payable
                            
                            
                            55,001
                            
                            
                            
                            1Total
      Current Liabilities
                            
                            
                            665,405
                            
                            
                            
                            519,616COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIENCY)Preferred
      stock, $.001 par value; 25,000,000 shares authorized, -0- shares issued
      and outstanding as of March 31, 2010 and  December
      31,  2009
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, $.001 par value; 950,000,000 shares authorized, 232,854,881 shares
      issued and 160,054,881 shares outstanding at March 31, 2010 and December
      31, 2009
                            
                            
                            160,055
                            
                            
                            
                            160,055Additional
      Paid in Capital
                            
                            
                            14,040,861
                            
                            
                            
                            14,040,861Accumulated
      Deficit
                            
                            
                            (14,554,381
                            )
                            
                            
                            (14,213,830
                            )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIENCY)
                            
                            
                            (353,465
                            )
                            
                            
                            (12,914
                            )TOTAL
      LIABILITIES & STOCKHOLDERS EQUITY (DEFICIENCY)
                            
                            $
                            311,940
                            
                            
                            $
                            506,702





See accompanying notes to the unaudited
Condensed Consolidated Financial Statements


4


Brampton
Crest International, Inc. and Subsidiaries


Condensed
Consolidated  Statements of Operations


(Unaudited)





Three Months EndedMarch 31,2010
                      
                      
                      2009Revenue
                      
                      $
                      32
                      
                      
                      $
                      82,407Cost
      of Sales
                      
                      
                      -
                      
                      
                      
                      38,929Gross
      Profit
                      
                      
                      32
                      
                      
                      
                      43,478Selling,
      General and Administrative Expenses
                      
                      
                      285,734
                      
                      
                      
                      354,193Loss
      from Operations
                      
                      
                      (285,702
                      )
                      
                      
                      (310,715
                      )Other
      Income (Expense)Interest
      Expense
                      
                      
                      (55,000
                      )
                      
                      
                      -Interest
      Income
                      
                      
                      151
                      
                      
                      
                      1,311Total
      Other Income (Expense)
                      
                      
                      (54,849
                      )
                      
                      
                      1,311Loss
      Before Income Taxes
                      
                      
                      (340,551
                      )
                      
                      
                      (309,404
                      )Income
      Tax Benefit
                      
                      
                      -
                      
                      
                      
                      -Net
      Loss
                      
                      $
                      (340,551
                      )
                      
                      $
                      (309,404
                      )Loss
      Per Share-Basic and Diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )Weighted
      Average Common Shares Outstanding -Basic and Diluted
                      
                      
                      160,054,881
                      
                      
                      
                      221,854,881





See accompanying notes to the unaudited
Condensed Consolidated Financial Statements


5


Brampton
Crest International, Inc. and Subsidiaries


Condensed
Consolidated  Statements of Cash Flows


(Unaudited)





Three Months
                
                
                Three MonthsEnded
                
                
                EndedMarch31,
                
                
                March31,2010
                
                
                2009CASH FLOWS FROM OPERATING
      ACTIVITIES:Net loss
                
                $
                (340,551
                )
                
                $
                (309,404
                )Adjustments to reconcile net loss
      to net cash used in operating activities:Depreciation
                
                
                30,000
                
                
                
                30,000Amortization of Note
      Discount
                
                
                55,000
                
                
                
                -Changes in operating assets and
      liabilities:Decrease (Increase) in
      assets:Accounts
      Receivable
                
                
                10,000
                
                
                
                (51,392
                )Prepaid Expenses and
      Deposits
                
                
                714
                
                
                
                2,250Increase (Decrease) in
      liabilities:Accounts payable and accrued
      expenses
                
                
                90,789
                
                
                
                (17,619
                )Net Cash Used In Operating
      Activities
                
                
                (154,048
                )
                
                
                (346,165
                )Cash Flows from Investing
      ActivitiesMarketable Securities redeemed
      (purchased)
                
                
                -
                
                
                
                250,000Fixed Assets
      Purchased
                
                
                (1,250
                )
                
                
                (31,591
                )Net Cash( Used In) Provided by
      Investing Activities
                
                
                (1,250
                )
                
                
                218,409Cash Flows from Financing
      Activities
                
                
                -
                
                
                
                -NET DECREASE IN CASH AND CASH
      EQUIVALENTS
                
                
                (155,298
                )
                
                
                (127,756
                )CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD
                
                
                165,101
                
                
                
                375,058CASH AND CASH EQUIVALENTS, END OF
      PERIOD
                
                $
                9,803
                
                
                $
                247,302SUPPLEMENTAL DISCLOSURE OF CASH
      FLOWS INFORMATION:SUPPLEMENTAL DISCLOSURE OF NONCASH
      ACTIVITIES:Interest paid during the
      period
                
                $
                -
                
                
                $
                -Income taxes paid during the
      period
                
                $
                —
                
                
                $
                -





See accompanying notes to the unaudited
Condensed Consolidated Financial Statements


6


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 1 - ORGANIZATION AND
CAPITALIZATION





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





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





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





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




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





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





NOTE
2     GOING CONCERN ISSUES





The
Company had losses from continuing operations of $340,551 during the quarter
ended March 31, 2010. At March 31, 2010, the Company had negative working
capital of $655,602.   The decrease in working capital from
2009-2010 is attributable to decrease in cash and accruals for employee and
professional compensation as a result of funding operations. The Company had
cash on hand of $9,803 at March 31, 2010 which is not sufficient to meet our
current cash requirements for the next twelve months.





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


7


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 2 GOING CONCERN ISSUES
(CONTINUED)





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





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





BASIS OF
PRESENTATION





Interim
Consolidated financials statements




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





PRINCIPLE
OF CONSOLIDATION





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





USE OF
ESTIMATES





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




CASH AND
CASH EQUIVALENTS





The
Company considers all highly liquid investments with an original term of three
months or less to be cash equivalents. At March 31, 2010 and December 31, 2009,
the Company had cash equivalents in the amount of approximately $9,800, and
$165,000, respectively, all in low risk investments.





ACCOUNTS
RECEIVABLE





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





IMPAIRMENT
OF LONG-LIVED ASSETS





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


8


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





If the
long-lived assets are identified as being planned for disposal or sale, they
would be separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet. As of March 31, 2010 and 2009 there were no
impairments of long-lived assets.





REVENUE
RECOGNITION





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





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





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





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




Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through March 31,
2010. Therefore, a sales return allowance has not been established since
management believes returns will be insignificant.




PROPERTY
AND EQUIPMENT





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





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





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


9


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





INCOME
TAXES





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





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





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





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





CONCENTRATION
OF CREDIT RISK





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





EARNINGS
(LOSS) PER SHARE




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





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





QuarterEnded
                  
                  
                  QuarterEndedMarch31,
                  
                  
                  March31,2010
                  
                  
                  2009Warrants
                  
                  
                  600,000
                  
                  
                  
                  800,000Total
                  
                  
                  600,000
                  
                  
                  
                  800,000


10


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





ACCOUNTING
FOR STOCK-BASED COMPENSATION




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





For the
quarters ended March 31, 2010 and year March 31, 2009, the Company did not grant
any stock options.




NON-EMPLOYEE
STOCK BASED COMPENSATION





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





COMMON
STOCK PURCHASE WARRANTS





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





SEGMENT INFORMATION





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





RECLASSIFICATIONS





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





RECENT ACCOUNTING
PRONOUNCEMENTS





Subsequent
Events – Amendments to Certain Recognition and Disclosure
Requirements





ASU
2010-09 amends ASC Subtopic 855-10, “Subsequent Events – Overall” (“ASC 855-10”)
and requires an SEC filer to evaluate subsequent events through the date that
the consolidated financials statements are issued but removed the requirement to
disclose this date in the notes to the entity’s consolidated financials
statements. The amendments are effective upon issuance of the final update and
accordingly, the Company has adopted the provisions of ASU 2010-09 during the
quarter ended March 31, 2010.





Improvements
to Financial Reporting by Enterprises Involved with Variable Interest
Entities





ASU 2009-17
amends prior guidance to change how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a company is
required to consolidate an entity is based on, among other things, an entity’s
purpose and design and a company’s ability to direct the activities of the
entity that most significantly impact the entity’s economic performance.
ASU 2009-17 requires additional disclosures about the reporting entity’s
involvement with variable-interest entities and any significant changes in risk
exposure due to that involvement as well as its affect on the entity’s
consolidated financials statements. The provisions of ASU 2009-17 became
effective on January 1, 2010 and did not have a significant impact on the
Company’s consolidated financials statements.


11


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





Fair
Value Measurements and Disclosures – Improving Disclosures about Fair Value
Measurements





ASU
2010-06 amends ASC Subtopic 820-10, “Fair Value Measurements and Disclosures –
Overall”, and requires reporting entities to disclose (1) the amount of
significant transfers in and out of Level 1 and Level 2 fair value measurements
and describe the reasons for the transfers, and (2) separate information about
purchases, sales, issuance and settlements in the reconciliation of fair value
measurements using significant unobservable inputs (Level 3).  ASU
2010-06 also requires reporting entities to provide fair value measurement
disclosures for each class of assets and liabilities and disclose the inputs and
valuation techniques for fair value measurements that fall within Levels 2 and 3
of the fair value hierarchy.  These disclosures and clarification are
effective for interim and annual reporting periods beginning after December 15,
2009, except for the disclosures about purchases, sales, issuance, and
settlements in the roll forward of activity in Level 3 fair value
measurements.  Those disclosures are effective for fiscal years
beginning after December 15, 2010 and for interim periods within those fiscal
years.  The provisions of ASU 2010-06 became effective on January 1,
2010 and did not have a significant impact on the Company’s consolidated
financial statements.





Transfers
and Servicing (Topic 860) - Accounting for Transfers of Financial
Assets





ASU 2009-16
amends prior accounting guidance to enhance reporting about transfers of
financial assets, including securitizations, and where companies have continuing
exposure to the risks related to transferred financial assets. ASU 2009-16
eliminates the concept of a “qualifying special-purpose entity” and changes the
requirements for derecognizing financial assets. ASU 2009-16 also requires
additional disclosures about all continuing involvements with transferred
financial assets including information about gains and losses resulting from
transfers during the period. The provisions of ASU 2009-16 became effective
on January 1, 2010 and did not have a significant impact on the Company’s
consolidated financials statements.





Accounting
Standards Not Yet Effective





Revenue
Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements





ASU
2009-13 requires the use of the relative selling price method when allocating
revenue in these types of arrangements. This method allows a vendor to use
its best estimate of selling price if neither vendor specific objective evidence
nor third party evidence of selling price exists when evaluating multiple
deliverable arrangements. This standard update is effective January 1,
2011 and may be adopted prospectively for revenue arrangements entered into or
materially modified after the date of adoption or retrospectively for all
revenue arrangements for all periods presented. The Company is currently
evaluating the impact that this standard update will have on its consolidated
financials statements.





Software
(Topic 985) – Certain Revenue Arrangements That Include Software
Elements





ASU
2009-14 requires tangible products that contain software and non-software
elements that work together to deliver the products essential functionality to
be evaluated under the accounting standard regarding multiple deliverable
arrangements. This standard update is
effective January 1, 2011 and may be adopted prospectively for revenue
arrangements entered into or materially modified after the date of adoption or
retrospectively for all revenue arrangements for all periods presented. The
Company does not expect that this standard update will have a significant impact
on its consolidated financial statements.





Derivatives
and Hedging (Topic 815) - Scope Exception Related to Embedded Credit
Derivatives.





ASU
2010-11 clarifies that the only form of an embedded credit derivative that is
exempt from embedded derivative bifurcation requirements are those that relate
to the subordination of one financial instrument to another. As a result,
entities that have contracts containing an embedded credit derivative feature in
a form other than such subordination may need to separately account for the
embedded credit derivative feature. The provisions of ASU 2010-11 will be
effective on July 1, 2010 and are not expected to have a significant impact
on the Company’s consolidated financial statements.


12


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





Compensation
- Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of
a Share-Based Payment Award in the Currency of the Market in Which the
Underlying Equity Security Trades





ASU
2010-13 provides amendments to Topic 718 to clarify that an employee share-based
payment award with an exercise price denominated in the currency of a market in
which a substantial portion of the entity's equity securities trades should not
be considered to contain a condition that is not a market, performance, or
service condition. Therefore, an entity would not classify such an award as a
liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2010 and are not expected to have a
significant impact on the Company’s consolidated financial
statements.





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





NOTE 4  -INCOME
TAXES





As
of March 31, 2010 and December 31,  2009 the Company had
Federal and state net operating losses of approximately $12,300,000 and
$12,100,000, that are  subject  to limitations. The losses
are available to offset future income. The net operating loss carryfowards
will expire in various years through 2028 subject to limitations of
Section 382 of the Internal Revenue Code, as amended. The Company has provided a
valuation reserve against the full amount of the net operating loss benefit,
because in the opinion of management based upon the earning history of the
Company, it is more likely than not that the benefits will not be
realized.





The
Company adopted ASC 740 which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between Consolidated Financial Statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.




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





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


March 31,
                
                
                December 31,2010
                
                
                2009Deferred
      tax asset due net operating losses
                
                $
                4,347,000
                
                
                $
                4,235,000Less:
      Valuation allowance
                
                
                (4,347,000
                )
                
                
                (4,235,000
                )Net
      deferred tax asset
                
                $
                0
                
                
                $
                0




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




NOTE 5–
FAIR VALUE OF FINANCIAL INSTRUMENTS





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


13





BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 5–
FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)





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





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





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





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





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





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


Fair value measurement at reporting date usingDescription
                  
                  March 31,
                    2010
                  
                  
                  Quoted Prices in Active
                    Markets for Identical Assets
                    (Level 1)
                  
                  
                  Significant Other
                    Observable Inputs
                    (Level 2)
                  
                  
                  Significant
                    Unobservable Inputs
                    (Level 3)AssetsCash
      and  Cash Equivalents:Money
      market
                  
                  $
                  9,803
                  
                  
                  $
                  9,803
                  
                  
                  
                  —
                  
                  
                  
                  —





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





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





NOTE 6 –
CAPITAL STOCK AND EQUITY





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





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


14


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 6 –
CAPITAL STOCK AND EQUITY (CONTINUED)





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





Effective
March 4, 2010, Robert G. Wildberger, Bryan Janeczko, Joseph J. Giuliano, and
Janis J. Farnham were appointed as members of the Board of Directors to serve
until the next annual meeting of the Corporation’s shareholders or their
respective earlier death, resignation or removal from office. Commiserate with
their appointment, each of Robert G. Wildberger, Bryan Janeczko, Joseph J.
Giuliano, and Janis Farnham, were granted 250,000 shares of our company Common
Stock. In addition, Joseph I. Emas resigned as a member of the Board of
Directors. In appreciation of his contributions to the Company outside of legal
services, Mr. Emas was granted 1,000,000 shares of our company’s Common Stock.
The Company recorded directors’ fees of $29,400 for the quarter ended March 31,
2010 for these issuance of shares. The shares were issued in May
2010.





Common
Stock


The
Company had 950,000,000 shares of $.001 par value common stock authorized as of
March 31, 2010 and December 31, 2009. Total shares issued were 232,854,881 and
outstanding were 160,054,881 as of March 31, 2010 and December 31,
2009.





During
the year ended December 31, 2009, the Company issued 11,000,000 shares of common
stock as part of the private placement referred to in the section “Private
Placement Offering.”





Preferred
Stock


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





Options


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





Warrants


As of
March 31, 2010 and December 31, 2009, the Company has 600,000 common stock
warrants outstanding.





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


WeightedAverageWarrants
                        
                        
                        PriceBalance,
      12/31/08
                        
                        
                        800,000
                        
                        
                        $
                        .001Activity
      1/1/09-12/31/09—Warrants expired
                        
                        
                        (200,000
                        )
                        
                        
                        —Balance  12/31/09
                        
                        
                        600,000
                        
                        
                        $
                        .001Activity
      1/1/10-3/31/10—Warrants expired
                        
                        
                        (600,000
                        )
                        
                        
                        —Balance  3/31/10
                        
                        
                        -0-
                        
                        
                        $
                        .001


15


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 7 –
COMMITMENTS AND CONTINGENCIES





The
Company’s executive and operations offices are located in Miami,
Florida.  The Company pays rent on a monthly basis of $2,069 per
month.  Also, the Company is responsible for an additional $738 per
month for operating cost pass-through.  Consequently, the total rent
payment is $2,807.  The current lease arrangement expires on April 30,
2011.





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





NOTE 8 –
RELATED PARTY TRANSACTIONS





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





NOTE 9 -
PROPERTY AND EQUIPMENT





Property
and Equipment consist of the following:


Property and Equipment:
                                  
                                  Estimated
                                    Life
                                  
                                  March 31, 2010
                                  
                                  
                                  December 31, 2009Website
      development
                                  
                                  5
      Years
                                  
                                  $
                                  290,927
                                  
                                  
                                  
                                  290,927Conference
      display
                                  
                                  5
      Years
                                  
                                  
                                  8,559
                                  
                                  
                                  
                                  8,559Computer
      and software
                                  
                                  5
      Years
                                  
                                  
                                  207,996
                                  
                                  
                                  
                                  206,746Installation
      Parts
                                  
                                  5
      Years
                                  
                                  
                                  24,697
                                  
                                  
                                  
                                  24,697Leasehold
      improvements
                                  
                                  2
      Years
                                  
                                  
                                  6,445
                                  
                                  
                                  
                                  6,445Furniture
                                  
                                  5
      Years
                                  
                                  
                                  10,225
                                  
                                  
                                  
                                  10,225Total
      Property and Equipment
                                  
                                  
                                  
                                  $
                                  548,849
                                  
                                  
                                  
                                  547,599Accumulated
      Depreciation
                                  
                                  
                                  
                                  
                                  (250,756
                                  )
                                  
                                  
                                  (220,756
                                  )Total
      Property and Equipment, Net
                                  
                                  
                                  
                                  $
                                  298,093
                                  
                                  
                                  
                                  326,843





NOTE
10   NOTES PAYABLE





On
December 24, 2009, the Company completed an offering with certain private
investors, pursuant to a subscription agreement for an aggregate purchase price
of $220,000 consisting of an aggregate of $220,000 in 10% Promissory Notes. The
Notes are due on December 7, 2010 and interest is due immediately as of December
24, 2009. Interest expense for or the three months ended March 31, 2010 and 2009
totaled $0.





In
consideration for the purchase of the 10% Promissory Notes, each investor
received 50 shares of $.001 par value common stock for each dollar subscribed
for an aggregate issuance of 11,000,000 shares. The Notes were recorded at their
approximate fair value at the date of the Subscription Agreement of $220,000,
and a discount in the same amount was recorded against the carrying value of the
notes payable. Amortization of the discount began in January of 2010 and will be
charged against interest expense over the term of the notes. Amortization
expense related to the discount for the three months ended March 31, 2010
totaled $55,000.




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




NOTE 11
SUBSEQUENT EVENTS





On April
14, 2010, the Company agreed to a stock subscription agreement with an investor.
The agreement states the Company will sell up to $1,500,000 in five year
convertible debentures (converting to an aggregate of 300,000,000 shares of the
Company’s common stock [“Common Stock” or the “Shares”]), subject to certain
terms and conditions.  The Company will, subject to continuing
confirmation of Accredited Subscriber Status accept subscriptions of $250,000
every ninety  (90) days following the initial investment, until the
full Offering amount is satisfied or the Company, in its sole discretion,
terminates the Offering (each a “Tranche”); except that it is acknowledged that
the initial investment shall be satisfied in two payments, one of $20,000 on
April 14, 2010 and
the remainder of the payment, consisting of $230,000, was paid in the week of
April 19, 2010.  The Company may, in its sole discretion, not accept a
Tranche provided the Company provides written notice to the Subscriber, not less
than five days prior to the expiration of the 90 day period of a Tranche, of not
accepting the Tranche.  Unaccepted Tranches are not cumulative unless
agreed


to in
writing by the Subscriber.


16


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31,
2010 AND 2009





NOTE 11 –
SUBSEQUENT EVENTS (CONTINUED)





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





On May 5,
2010, certain employees and consultants to the Company have accepted an
agreement to convert accrued salaries and fees totaling $427,245 due to them
into 29,004,310 shares of common stock at a conversion price of $.0147 per
share. The board of directors selected a committee to calculate and determine
the conversion price. The conversion price was calculated by taking
the average price of the last 90 days  up to March 31, 2010 as a
basis number and factoring in timing circumstances for the money that was owed
to them.


17


ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 The
following is management's discussion and analysis of certain significant factors
that have affected our financial condition, results of operations and cash flows
during the periods included in the accompanying unaudited consolidated
financials statements. This discussion should be read in conjunction with the
consolidated financials statements and notes included in our Annual Report on
Form 10-K for its fiscal year ended December 31, 2009.
 
 Special
Note Regarding Forward Looking Statements
 
 This
Quarterly Report on Form 10-Q contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The Act
provides a safe harbor for forward-looking statements to encourage companies to
provide prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements, other than statements of historical fact,
that we make in this Quarterly Report on Form 10-Q are forward-looking. The
words "anticipates," "believes," "expects," "intends," "will continue,"
"estimates," "plans," "projects," the negative of these terms and similar
expressions are intended to identify forward-looking
statements.  However, the absence of these words does not mean the
statement is not forward-looking.
 
 Forward-looking
statements involve risks, uncertainties or other factors which may cause actual
results to differ materially from the future results, performance or
achievements expressed or implied by the forward-looking statements. These
statements are based on our management's beliefs and assumptions, which in turn
are based on currently available information. Certain risks, uncertainties or
other important factors are detailed in this Quarterly Report on Form 10-Q and
may be detailed from time to time in other reports we file with the Securities
and Exchange Commission, including on Forms 8-K and 10-K.
 
 Examples
of forward looking statements in this Quarterly Report on Form 10-Q include, but
are not limited to, our expectations regarding our ability to generate
operating  cash flows and to fund our working capital and capital
expenditure requirements. Important assumptions relating to the forward-looking
statements include, among others, assumptions regarding demand for our products,
pricing levels, the timing and cost of capital expenditures, competitive
conditions and general economic conditions. These assumptions could prove
inaccurate. Although we believe that the estimates and projections reflected in
the forward-looking statements are reasonable, our expectations may prove to be
incorrect. Important factors that could cause actual results to differ
materially from the results and events anticipated or implied by such
forward-looking statements include:
 
 ·
              the
      risks of a company seeking to develop a new
  business;
 
 ·
              management’s
      plans, objectives and budgets for its future operations and future
      economic performance;
 
 ·
              capital
      budget and future capital
requirements;
 
 ·
              meeting
      future capital needs;
 
 ·
              our
      dependence on management and the need to recruit additional
      personnel;
 
 ·
              limited
      trading for our common stock
 
 ·
              the
      level of future expenditures;
 
 ·
              impact
      of recent accounting pronouncements;
and
 
 ·
              the assumptions described in this
      report underlying such forward-looking
  statements.
 
 Actual
      results and developments may materially differ from those expressed in or
      implied by such statements due to a number of factors,
      including:
 
 ·
              those
      described in the context of such forward-looking
    statements;
  18
 
 ·
              future
      product development and marketing
costs;
 
 ·
              changes
      in our pricing plans;
 
 ·
              timely
      development and acceptance of our
products;
 
 ·
              the
      markets of our domestic operations;
 
 ·
              the
      impact of competitive products and
pricing;
 
 ·
              the
      political, social and economic climate in which we conduct operations;
      and
 
 ·
              the
      risk factors described in other documents and reports filed with the
      Securities and Exchange Commission.
 
 We
operate in a very competitive and rapidly changing environment. New risks emerge
from time to time. It is not possible for us to predict all of those risks, nor
can we assess the impact of all of those risks on our business or the extent to
which any factor may cause actual results to differ materially from those
contained in any forward-looking statement. We believe these forward-looking
statements are reasonable. However, you should not place undue reliance on any
forward-looking statements, which are based on current expectations. Further,
forward-looking statements speak only as of the date they are made, and unless
required by law, we expressly disclaim any obligation or undertaking to update
publicly any of them in light of new information or future events.
 
 In this
Quarterly Report on Form 10-Q, "Company," "the Company," "us," and "our" refer
to Brampton Crest International, Inc., a Nevada corporation, and our
subsidiaries, unless the context requires otherwise.
 
 Overview
- AEN
 
 On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company ("AEN"), Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into the Company
such that AEN continued as a wholly owned subsidiary corporation of the Company.
As a result of this transaction, the Company issued a total of 100,000,000
shares of Common Stock to the former members of AEN. Shortly after the Company's
acquisition of AEN, the loan origination business of Laurentian ceased to
concentrate the Company's resources on the business of AEN.
 
 America's
Emergency Network is designed to link Emergency Operations Centers (EOC's) in
cities, towns, counties, school boards, and other government entities with the
general public, media outlets, first responders, and other government agencies.
The system is designed to send video feeds of news briefings by emergency
officials issued at any EOC in any location over the internet to the public and
the media instantly. The design of the system includes a satellite component so
it will continue to operate before and after disasters, even when telephone,
cell phone, and terrestrial internet systems have failed. In addition, during
short-fuse emergencies (tanker accidents, bio-hazards, etc.), America's
Emergency Network is designed to provide an instant-communications link directly
to all subscribing media outlets. With AEN deployed nationally, critical
information would reach the public much sooner since all subscribing media
outlets would receive the video feeds at once.
 
 Recent Sales ofSecurities
 
 On
December 24, 2009, the Company accepted the final subscription arising from a
December 7, 2009 private-financing transaction with certain private investors
(the “Purchasers”), pursuant to a subscription agreement (the “Agreement”) for
an aggregate purchase price of Two Hundred and Twenty Thousand Dollars
($220,000) consisting of an aggregate of $220,000 in 10% Promissory Notes, due
twelve months from the date of issuance and 11,000,000 shares of common stock.
The Notes were recorded at their approximate fair value at the date of the
Subscription Agreement of $220,000, and a discount in the same amount was
recorded against the carrying value of the notes
payable.   Amortization of the discount will begin in January of
2010 and will be charged against interest expense over the term of the notes.
Interest expense for the three months ended March 31, 2010 and 2009 are $55,000
and $0 respectively.
  19
 
 Pursuant
to the completed private financing transactions, we issued to U.S. Purchasers,
in reliance upon the exemption provided by Sections 4(2) and 4(6) under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and pursuant to Rule 506 of Regulation D promulgated thereunder,
consisting(a) an aggregate of $170,000 in 10% Promissory Notes, due twelve
months from the date of issuance; and (b) an aggregate of 8,500,000 shares of
common stock of our Company. The offer and sale of the following securities was
exempt from the registration requirements of the Securities Act under
Rule 506 insofar as (1) each of the U.S. Purchasers was accredited
within the meaning of Rule 501(a); (2) the transfer of the securities were
restricted by the Company inaccordance with Rule 502(d); (3) there were no
non-accredited investors in any transaction within the meaning of Rule 506(b),
after taking into consideration all prior investors under Section 4(2) of
the Securities Act within the twelve months preceding the transaction; and (4)
none of the offers and sales were effected through any general solicitation or
general advertising within the meaning of Rule 502(c).
 
 Pursuant
to the completed private financing transactions, we issued to non-U.S.
Purchasers, in reliance upon the exemption provided by Regulation S under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and consisting of (a) an aggregate of $50,000 in 10% Promissory Notes,
due twelve months from the date of issuance; and (b) an aggregate of 2,500,000
shares of common stock of our Company. The non-U.S. Purchasers acknowledged the
following: The non-U.S. Purchaser is not a United States Person, nor is the
non-U.S. Purchaser acquiring the Securities shares directly or indirectly for
the account or benefit of a United States Person.  None of the funds
used by the non-U.S. Purchaser to purchase the Securities have been obtained
from United States Persons. For purposes of this Agreement, “United States
Person” within the meaning of U.S. tax laws, means a citizen or resident of the
United States, any former U.S. citizen subject to Section 877 of the Internal
Revenue Code, any corporation, or partnership organized or existing under the
laws of the United States of America or any state, jurisdiction, territory or
possession thereof and any estate or trust the income of which is subject to
U.S. federal income tax irrespective of its source, and within the meaning of
U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any
natural person resident in the United States; (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a U.S. person; (iv) any
trust of which any trustee is a U.S. person; (v) any agency or branch of a
foreign entity located in the United States; (vi) any non-discretionary account
or similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person; (vii) any discretionary
account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated, or (if an individual) resident in the
United States; and (viii) any partnership or corporation if organized under the
laws of any foreign jurisdiction, and formed by a U.S. person principally for
the purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a)) who are not natural persons, estates or
trusts.
 
 On April
14, 2010, Paul Michelin and Louisa Michelin (collectively the "Investor") agreed
to purchase $250,000 of five-year Debentures convertible at any time at a rate
of $.005 per share into a maximum of 50,000,000 shares of the Company's Common
Stock equivalent to 20.8% of the Company's outstanding shares based upon
190,119,191 shares outstanding at the present date before giving effect to the
possible conversion of the debentures into 50,000,000 shares, which would bring
the outstanding shares to 240,119,191 shares if converted in full. The
Subscription Agreement provides for the Investor to have the right to appoint up
to three members of the Board of Directors. It also provides that the Company
shall make available to its subsidiary, America's Emergency Network, Inc.
("AEN"), not greater than $20,000 per month for its operational expenses, except
that for the period representing April 2010 and May 2010, the Company shall make
available $20,000 per month for AEN operational expenses. The Subscription
Agreement also provides that from June 2010 forward, AEN shall notify the
Investor as to the amount of the required funds and its purpose and that the
Investor shall have the right to approve or disapprove of said disbursements, it
being understood that Investor's approval shall not be unreasonably withheld.
Management of the Company has concluded that the foregoing transaction may have
resulted in a change of control of the Company. Further, Company will, subject
to continuing confirmation of Accredited Investor Status, accept subscriptions
of $250,000 every ninety (90) days following the initial investment, until the
full Offering amount (i.e. totaling $1,500,000) is satisfied or the Company, in
its sole discretion, terminates the Offering. The Company has the right, in its
sole discretion, to not accept a Tranche provided the Company provides written
notice to the Investor, not less than five days prior to the expiration of the
90 day period of a Tranche, of not accepting the Tranche. Unaccepted Tranches
are not cumulative unless agreed to in writing by the Investor.
 
 On May 5,
2010, certain employees and consultants to the Company have accepted an
agreement to convert accrued salaries and fees due to them to common stock. The
individuals and consultants have agreed to convert a total of $427,245 of
accrued salaries and fees to total shares of 29,064,310.
 Effective
March 4, 2010, Robert G. Wildberger, Bryan Janeczko, Joseph J. Giuliano, and
Janis J. Farnham were appointed as members of the Board of Directors to serve
until the next annual meeting of the Corporation’s shareholders or their
respective earlier death, resignation or removal from office. Commiserate with
their appointment, each of Robert G. Wildberger, Bryan Janeczko, Joseph J.
Giuliano, and Janis Farnham, were granted 250,000 shares of our company Common
Stock. In addition, Joseph I. Emas resigned as a member of the Board of
Directors. In appreciation of his contributions to the Company outside of legal
services, Mr. Emas was granted 1,000,000 shares of our company’s Common Stock.
The Company recorded directors’ fees of $29,400 for the quarter ended March 31,
2010 for these issuance of shares. The shares were issued in May
2010.
  Results of
Operations
 
 Three months ended March 31,
2010 compared to three months ended March 31, 2009
 
 Sales
decreased from $82,407 for the three month period ended March 31, 2009 to $32
for the three month period ended March 31, 2010, primarily as a result of
revenues from the contract with Peacock Productions that ended in April
2009.
 
 Costs of
sales decreased from $38,929 for the three month period ended March 31, 2009 to
$-0- for the three month period ended March 31, 2010, primarily due to costs
associated with the Peacock Productions contract including personnel dedicated
to this contract.
 
 Sales and
general and administrative expenses decreased from $354,193 for the three month
period ended March 31, 2009 to $285,734 for the three month period ended March
31, 2010 due to reduction of expenses.
  20
  Other
income (expenses) for the three months ended March 31, 2009 increased by $56,160
due to recording of amortization discount of note payable of $55,000 and
reduction of interest income being earned on investments.
 
 Our net
loss of $309,404 for the three month period ended March 31, 2009 as compared to
$340,551 for the three month period ended March 31, 2010,remained fairly
constant as sales decreases were offset by equivalent decreases in operating
expenses.
  Liquidity
and Capital Resources.
 
 For the
quarter ended March 31, 2010, net cash was used in operating activities totaling
$154,048. This was primarily due to our net loss of $340,551 partially offset by
amortization of note discount of $55,000, depreciation of $30,000 and increase
in accounts payable and accrued expenses of $90,789. Net cash was used in
investing activities of $1,250 to purchase fixed assets. The decrease in cash
and cash equivalents for the quarter ended March 31, 2010 is primarily due to
the lack of operating revenues.
 
 For the
quarter ended March 31, 2009, net cash was used in operating activities totaling
$346,165. This was primarily due to our net loss of $309,404 and an increase in
accounts receivable of $51,392 when combined with a decrease in accounts payable
and accrued expenses of $17,619 partially offset by depreciation of $30,000. For
the quarter ended March 31, 2009, net cash was provided by investing activities
of $218,409 primarily from the redemption of marketable securities of $250,000
partially offset by the purchase of fixed assets totaling $31,591. The decrease
in cash equivalents for the quarter ended March 31, 2009 is primarily due to the
lack of operating revenues.
  Total
assets decreased from $506,702 on December 31, 2009 to $311,940 on March
31, 2010, primarily as a result of decrease in cash from operations. Current
liabilities increased from $519,616 on December 31, 2009 to $665,405
on March 31, 2010, due to additional accruals for compensation to employees
and professionals and recording of amortization discount of note
payable.
 
 We are
financing our operations and other working capital requirements principally from
the receipt of proceeds from the private placements of our securities as
described under Recent Sales of Securities. As reported in the Company's Form
10-K for its fiscal year ended December 31, 2009, there is a substantial doubt
about the Company's ability to continue as a going concern without the receipt
of substantial additional financing. We can provide no assurances that such
financing will be obtained by the Company on terms satisfactory to us, if at
all. Management intends to utilize the proceeds received from any such financing
towards the implementation of the Company's business plan and to
provide working  capital and/or for future expansion of the
Company's operations.
  The
Company had losses from continuing operations of $340,551 during the quarter
ended March 31, 2010. At March 31, 2010, the Company had negative working
capital of $655,602.   The decrease in working capital from
2009-2010 is attributable to decrease in cash and accruals for employee and
professional compensation as a result of funding operations. The Company had
cash on hand of $9,803 at March 31, 2010 which is not sufficient to meet our
current cash requirements for the next twelve months.
 
 The
Company expects to incur additional losses until sufficient sales of its
products are achieved.  The Company’s total sales figure for the quarter
ended March 31, 2010 is $32, however the Company is still operating at a loss
and substantial sales volumes have not yet been achieved.  The Company
continues to need operating capital to continue operations. There can be no
assurance that the Company's future revenues will ever be significant or that
the Company's operations will ever be profitable.
 
 The
Company continues to target government initiatives for sales. In addition, the
Company is developing products for the private marketplace.  The
products are similar to or based on the government products, and have the same
technological base.  In many cases the same IP network, which was
especially designed for video distribution, will be utilized in serving the
education, healthcare, and corporate markets.
 
 CRITICAL
ACCOUNTING POLICIES
 
 Critical
Accounting Policies
 
 Accounting
Policies and Estimates
 
 The
preparation of our consolidated financials statements in conformity with
accounting principles generally accepted in the United States of America
requires our management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financials statements and
the reported amounts of revenues and expenses during the reporting
period.  Our management periodically evaluates the estimates and
judgments made. Management bases its estimates and judgments on historical
experience and on various factors that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates as a result of
different assumptions or conditions.
  21
 
 As such,
in accordance with the use of accounting principles generally accepted in the
United States of America, our actual realized results may differ from
management’s initial estimates as reported.  A summary of significant
accounting policies are detailed in notes to the consolidated financials
statements which are an integral component of this filing.
 
 Revenue
Recognition
 
 The
Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB
No. 104”). SAB 104 clarifies application of generally accepted accounting
principles related to revenue transactions. The Company also follows the
guidance in FASB Accounting Standards Codification (ASC) Topic 605-25, Revenue
Arrangements with Multiple Deliverables (formerly "EITF Issue No. 00-08-1"), in
arrangements with multiple deliverables.
 
 The
Company recognizes revenues when all of the following criteria are met: (1)
persuasive evidence of an arrangement exists, (2) delivery of products and
services has occurred, (3) the fee is fixed or determinable and (4)
collectability is reasonably assured.
 
 The
Company receives revenue for consulting services, video streaming services,
equipment sales and leasing, installation, and maintenance
agreements.  Sales and leasing agreement terms generally are for one
year, and are renewable year to year thereafter.  Revenue for
consulting services is recognized as the services are provided to
customers.  For upfront payments and licensing fees related to
contract research or technology, the Company determines if these payments and
fees represent the culmination of a separate earnings process or if they should
be deferred and recognized as revenue as earned over the life of the
related agreement. Milestone payments are recognized as revenue upon achievement
of contract-specified events and when there are no remaining performance
obligations. Revenues from monthly video streaming agreements, as well as
equipment maintenance, are recorded when earned. Operating equipment lease
revenues are recorded as they become due from customers.  Revenues
from equipment sales and installation are recognized when equipment delivery and
installation have occurred, and when collectability is reasonably
assured.
 
 In
certain cases, the Company enters into agreements with customers that involve
the delivery of more than one product or service.  Revenue for such
arrangements is allocated to the separate units of accounting using the relative
fair value method in accordance with ASC Topic No. 605-25. The delivered item(s)
is considered a separate unit of accounting if all of the following criteria are
met: (1) the delivered item(s) has value to the customer on a standalone basis,
(2) there is objective and reliable evidence of the fair value of the
undelivered item(s) and (3) if the arrangement includes a general right of
return, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor. If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement, the arrangement consideration is
allocated to the separate units of accounting based on their relative fair
values.
 
 Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through March 31,
2010. Therefore, a sales return allowance has not been established since
management believes returns will be insignificant.
 
 WHERE
YOU CAN FIND MORE INFORMATION
 
 You are
advised to read this Form 10-Q in conjunction with other reports and documents
that we file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q, Annual report on Form 10-K, and Current Reports
on Form 8-K that we file from time to time. You may obtain copies of these
reports directly from us or from the SEC at the SEC’s Public Reference Room at
100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about
obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains information for electronic filers at its website
http://www.sec.gov.
 
 ITEM
3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 We do not
hold any derivative instruments and do not engage in any hedging
activities.
 
 ITEM
4T. CONTROLS AND PROCEDURES
 
 a)
Evaluation of Disclosure Controls and Procedures
 
 Our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the last day
of the fiscal period covered by this report, March 31, 2010. The term disclosure
controls and procedures means our controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to management, including our principal executive
and principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
  22
 
 Based on
the above evaluation, our principal executive officer and our principal
financial officer concluded that our disclosure controls and procedures were not
effective for the current quarter. Management identified the following control
deficiencies that led to our assessment of the ineffectiveness of disclosure
controls and procedures: (1) an inadequate segregation of duties consistent with
control objectives; (2) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (3) ineffective
controls over period end financial disclosure and reporting
processes.
 
 In
March 2010 the Company replaced the prior interim CFO with a full-time CFO. Due
to the size of our Company and the costs associated to remediate these issues,
we still consider the concerns listed to be relevant. Based on that evaluation,
our principal executive officer and our principal financial officer have
concluded that our disclosure controls and procedures as of March 31, 2010 are
not effective due to material weaknesses in our internal controls over financial
reporting described above, and other factors related to the Company’s financial
reporting processes. The Company is in the process of evaluating and continuing
to rectify the internal controls and procedures to ensure that the internal
controls and procedures satisfy the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —
Integrated Framework.
 
 It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable and not absolute assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of certain events. Because of
these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.
 
 b)
Changes in Internal Control over Financial Reporting
 
 Other
than the changes described in item 4T (a) concerning the hiring of a permanent
Chief Financial Officer to replace the interim Chief Financial Officer there
were no changes in the Company’s internal control over financial reporting that
occurred during our last fiscal quarter which have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.
  23
 
 PART II
OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 
 The
Company is not a party to any litigation and, to its knowledge, no action, suit
or proceeding has been threatened against the Company.
 
 ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
 
 (a) From
January 1, 2010 through May 13, 2010, we had no sales or issuances of
unregistered common stock, except as provided in the table below:
 
 Date of
                                Sale
                              
                              Title of
                                Security
                              
                              Number Sold
                              
                              Consideration Received
                                and Description of
                                Underwriting or Other
                                Discounts to Market
                                Price or Convertible
                                Security, Afforded to
                                Purchasers
                              
                              Exemption from
                                Registration
                                Claimed
                              
                              If Option, Warrant
                                or Convertible
                                Security, terms of
                                exercise or
                                conversionMarch
                                2010
                              
                              Common
                                Stock
                              
                              2,000,000
                                shares
                              
                              Services
      rendered as a
                                member
      or former
                                member
      of the board; no
                                commissions
      paid
                              
                              Section
      4(2)
                              
                              Not
      applicable.April
                                2010
                              
                              Convertible
                                Debentures
                              
                              Debentures
      in
                                the
      principal
                                amount
      of
                                $250,000
                              
                              $250,000;
      no
                                commissions
      paid
                              
                              Section
      4(2);
                                Rule
      506
                              
                              Debentures
                                convertible
      at $.50
                                per
      share.May
                                2010
                              
                              Common
                                Stock
                              
                              29,004,310
                                shares
                              
                              $427,245
      of payables
                                converted
      into
                                Common
      Stock
                              
                              Section
      4(2);
                                Rule
      506
 
 (b) Rule
463 of the Securities Act is not applicable to the Company.
 
 (c) In
the three months ended March 31, 2010, there were no repurchases by the Company
of its Common Stock.
  ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
 
 There
were no defaults upon senior securities during the period ended March 31,
2010.
 
 ITEM
4.  REMOVED AND RESERVED
 
 ITEM
5. OTHER INFORMATION
 
 There is
no information with respect to which information is not otherwise called for by
this form.
 
 ITEM
6. EXHIBITS
 
 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.
  24
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(b) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Miami, Florida,
on May 17, 2010.
 
 BRAMPTON
      CREST INTERNATIONAL INC.Date:
      May 17, 2010
                  By:
      /s/ Bryan NorcrossBryan
      NorcrossPresident,
      Principal Executive OfficerDate:
      May 17, 2010
                  By:
      /s/ Joseph GiulianoJoseph
      GiulianoChief
      Financial Officer
  25