U.S. SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON, D.C.
20549





FORM 10-Q







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


Securities Exchange Act of
1934





For the Quarterly Period EndedSeptember 30, 2010







Commission File No.
000-1321002








BRAMPTON CREST INTERNATIONAL
INC.


(Name of small business issuer in its
charter)





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





4700 Biscayne Blvd. Suite 500, Miami,
FL  33137


(Address and Zip Code of Principal
Executive Offices)





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








Indicate by check mark whether the
Registrant (1) has filed all reports required by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90
days:  Yes  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
              
              Outstanding at November 15,
      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 Financial Statements(unaudited)(a)  CondensedConsolidated Balance Sheets as ofSeptember
      30, 2010and December 31,
      2009
                  
                  4(b)  CondensedConsolidated Statements of
      Operations for theThree and Nine monthsEndedSeptember 30, 2010and 2009
                  
                  5(c)  CondensedConsolidated Statements of Cash
      Flows for theThree
      and Nine monthsEndedSeptember
      30, 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
                  
                  23Item 4T. Controls and
      Procedures
                  
                  23Part II.  Other
      Information
                  
                  25Item 1. Legal
      Proceedings
                  
                  25Item 2.Unregistered Sales of Equity
      Securities and Use of Proceeds
                  
                  25Item 3. Defaults Upon Senior
      Securities
                  
                  25Item 4.(Removed and
      Reserved)
                  
                  25Item 5. Other
      Information
                  
                  25Item 6.
      Exhibits
                  
                  25Signatures
                  
                  26CERTIFICATIONSExhibit 31 – Management
      certification
                  
                  27-30Exhibit 32 – Sarbanes-Oxley
      Act
                  
                  31-32


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 September 30, 2010 are not necessarily indicative of the
results that can be expected for the year ending December 31,
2010.


3




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS





September 30,
                                    
                                    
                                    December
      31,2010
                                    
                                    
                                    2009(Unaudited)ASSETSCurrent
      Assets:Cash
      and Cash Equivalents
                                    
                                    $
                                    17,691
                                    
                                    
                                    $
                                    165,101Marketable
      Securities
                                    
                                    
                                    16,621Accounts
      Receivable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    10,000Total
      Current Assets
                                    
                                    
                                    34,312
                                    
                                    
                                    
                                    175,101PROPERTY
      AND EQUIPMENT, net
                                    
                                    
                                    238,093
                                    
                                    
                                    
                                    326,843Other
      Assets:Deposits
      and Prepaid Expenses
                                    
                                    
                                    4,044
                                    
                                    
                                    
                                    4,758TOTAL
      ASSETS
                                    
                                    $
                                    276,449
                                    
                                    
                                    $
                                    506,702LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIENCY)Accounts
      Payable
                                    
                                    $
                                    182,220
                                    
                                    
                                    $
                                    272,689Accrued
      Expenses
                                    
                                    
                                    115,000
                                    
                                    
                                    
                                    151,000Due
      to Related Party
                                    
                                    
                                    95,926
                                    
                                    
                                    
                                    95,926Current
      Portion of Notes Payable
                                    
                                    
                                    290,000
                                    
                                    
                                    
                                    1Total
      Current Liabilities
                                    
                                    
                                    683,146
                                    
                                    
                                    
                                    519,616COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIENCY)Preferred
      stock, $.001 par value; 25,000,000 shares authorized, -0- sharesissued and outstanding as of September 30, 2010
      and  December 31,  2009
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common
      stock, $.001 par value; 950,000,000 shares authorized, 190,949,124and 160,054,881 shares issued and outstanding at September 30, 2010
      and December 31, 2009 (respectively)
                                    
                                    
                                    190,949
                                    
                                    
                                    
                                    160,055Additional
      Paid in Capital
                                    
                                    
                                    14,712,713
                                    
                                    
                                    
                                    14,040,861Accumulated
      Deficit
                                    
                                    
                                    (15,310,359
                                    )
                                    
                                    
                                    (14,213,830
                                    )TOTAL
      STOCKHOLDERS' DEFICIENCY
                                    
                                    
                                    (406,697
                                    )
                                    
                                    
                                    (12,914
                                    )TOTAL
      LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)
                                    
                                    $
                                    276,449
                                    
                                    
                                    $
                                    506,702





See accompanying notes to the unaudited
Condensed Consolidated Financial Statements


4


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)





Three
      Months Ended
                            
                            
                            Nine
      Months EndedSeptember
      30,
                            
                            
                            September
      30,2010
                            
                            
                            2009
                            
                            
                            2010
                            
                            
                            2009Revenue
                            
                            $
                            6,214
                            
                            
                            $
                            10,350
                            
                            
                            $
                            6,246
                            
                            
                            $
                            125,286Cost
      of Sales
                            
                            
                            3,107
                            
                            
                            
                            48,527
                            
                            
                            
                            3,107
                            
                            
                            
                            89,650Gross
      Profit
                            
                            
                            3,107
                            
                            
                            
                            (38,177
                            )
                            
                            
                            3,139
                            
                            
                            
                            35,636Selling,
      General and Administrative Expenses
                            
                            
                            266,831
                            
                            
                            
                            381,303
                            
                            
                            
                            800,309
                            
                            
                            
                            1,281,064Loss
      from Operations
                            
                            
                            (263,724
                            )
                            
                            
                            (419,480
                            )
                            
                            
                            (797,170
                            )
                            
                            
                            (1,245,428
                            )Other
      Income (Expense)Interest
      Expense
                            
                            
                            (123,500
                            )
                            
                            
                            -
                            
                            
                            
                            (300,000
                            )
                            
                            
                            -Interest
      Income
                            
                            
                            489
                            
                            
                            
                            2,391
                            
                            
                            
                            641
                            
                            
                            
                            4,077Total
      Other Income (Expense)
                            
                            
                            (123,011
                            )
                            
                            
                            2,391
                            
                            
                            
                            (299,359
                            )
                            
                            
                            4,077Loss
      Before Income Taxes
                            
                            
                            (386,735
                            )
                            
                            
                            (417,089
                            )
                            
                            
                            (1,096,529
                            )
                            
                            
                            (1,241,351
                            )Income
      Tax Benefit
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Net
      Loss
                            
                            $
                            (386,735
                            )
                            
                            $
                            (417,089
                            )
                            
                            $
                            (1,096,529
                            )
                            
                            $
                            (1,241,351
                            )Loss
      Per Share-Basic and Diluted
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.01
                            )
                            
                            $
                            (0.01
                            )Weighted
      Average Common SharesOutstanding -Basic and
      Diluted
                            
                            
                            190,949,124
                            
                            
                            
                            149,054,881
                            
                            
                            
                            177,432,930
                            
                            
                            
                            191,878,410





See accompanying notes to the unaudited
Condensed Consolidated Financial Statements


5


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





Nine Months
                
                
                Nine MonthsEnded
                
                
                EndedSeptember
    30,
                
                
                September
    30,2010
                
                
                2009CASH FLOWS FROM OPERATING
      ACTIVITIES:Net loss
                
                $
                (1,096,529
                )
                
                $
                (1,241,351
                )Adjustments to reconcile net loss
      to net cash used in operating activities:Depreciation
                
                
                90,000
                
                
                
                90,000Amortization of Note
      Discount
                
                
                290,000
                
                
                
                -Stock Issued for services
      rendered
                
                
                452,745
                
                
                
                -Changes in operating assets and
      liabilities:Decrease (Increase) in
      assets:Accounts
      Receivable
                
                
                10,000
                
                
                
                20,973Prepaid Expenses and
      Deposits
                
                
                714
                
                
                
                67Increase (Decrease) in
      liabilities:Accounts payable and accrued
      expenses
                
                
                (126,469
                )
                
                
                195,320Net Cash Used In Operating
      Activities
                
                
                (379,539
                )
                
                
                (934,991
                )Cash Flows from Investing
      ActivitiesMarketable Securities redeemed
      (purchased)
                
                
                (16,621
                )
                
                
                843,500Fixed Assets
      Purchased
                
                
                (1,250
                )
                
                
                (81,025
                )Net Cash (Used In) Provided by
      Investing Activities
                
                
                (17,871
                )
                
                
                762,475Cash Flows from Financing
      ActivitiesPrivate Placement-Net of
      expenses
                
                
                250,000
                
                
                
                -Repurchase of
      Stock
                
                
                -
                
                
                
                (200,000
                )Net Cash Provided by (Used
      In) Financing Activities
                
                
                250,000
                
                
                
                (200,000
                )NET DECREASE IN CASH AND CASH
      EQUIVALENTS
                
                
                (147,410
                )
                
                
                (372,516
                )CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD
                
                
                165,101
                
                
                
                375,058CASH AND CASH EQUIVALENTS, END OF
      PERIOD
                
                $
                17,691
                
                
                $
                2,542SUPPLEMENTAL DISCLOSURE OF CASH
      FLOWS INFORMATION:SUPPLEMENTAL DISCLOSURE OF NONCASH
      ACTIVITIES:Interest paid during the
      period
                
                $
                8,000
                
                
                $
                -Income taxes paid during the
      period
                
                $
                -
                
                
                $
                -





See accompanying notes to the unaudited
Condensed Consolidated Financial Statements


6


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 1  ORGANIZATION AND
CAPITALIZATION





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





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





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





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




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





America's
Emergency Network is designed to link Emergency Operations Centers (EOC's) in
cities, towns, counties, school boards, and other government entities with the
general public, media outlets, first responders, and other government agencies
by syndicating live video streams to subscribing media websites. The system is
designed to send live and recorded video feeds of news briefings by emergency
coordinators or other public officials issued at any government facility in any
location over the internet to the public and the media instantly. The design of
the system 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.





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





NOTE
2     GOING CONCERN ISSUES





The
Company had losses from continuing operations of $1,096,529 during the nine
months ended September 30, 2010. At September 30, 2010, the Company had negative
working capital of $648,834.   The decrease in working capital from
2009-2010 is attributable to decrease in cash and accruals for employee and
professional compensation as a result of funding operations. The Company had
cash and marketable securities on hand of $34,312 at September 30, 2010 which is
not sufficient to meet our current cash requirements for the next twelve
months.





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


7


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 2 GOING CONCERN ISSUES
(CONTINUED)





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





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





BASIS OF
PRESENTATION





Interim
Consolidated Financial 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 financial statements. In our opinion, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month and nine
month periods ended September 30, 2010 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2010. While
management of the Company believes that the disclosures presented herein are
adequate and not misleading, these interim condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and the footnotes thereto for the fiscal year ended December 31, 2009
as filed with the Securities and Exchange Commission as an exhibit to our Form
10-K.





PRINCIPLE
OF CONSOLIDATION





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





USE OF
ESTIMATES





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




CASH AND
CASH EQUIVALENTS





The
Company considers all highly liquid investments with an original term of three
months or less to be cash equivalents. At September 30, 2010 and December 31,
2009, the Company had cash equivalents in the amount of approximately $17,691,
and $165,101, respectively, all in low risk investments.





ACCOUNTS
RECEIVABLE





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


8


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





IMPAIRMENT
OF LONG-LIVED ASSETS





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





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





REVENUE
RECOGNITION





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





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





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





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




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




PROPERTY
AND EQUIPMENT





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


9


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





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





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





INCOME
TAXES





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





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





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





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





CONCENTRATION
OF CREDIT RISK





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





EARNINGS
(LOSS) PER SHARE




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


10


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





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





Quarter
    Ended
                  
                  
                  QuarterEndedSeptember 30,
                  
                  
                  September 30,2010
                  
                  
                  2009Warrants
                  
                  
                  -0-
                  
                  
                  
                  600,000Total
                  
                  
                  -0-
                  
                  
                  
                  600,000





ACCOUNTING
FOR STOCK-BASED COMPENSATION




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





For the
nine months ended September 30, 2010 and September 30, 2009, the Company did not
grant any stock options.




NON-EMPLOYEE
STOCK BASED COMPENSATION





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





COMMON
STOCK PURCHASE WARRANTS





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





SEGMENT INFORMATION





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





RECLASSIFICATIONS





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





RECENT ACCOUNTING
PRONOUNCEMENTS





Recently
Adopted Accounting Pronouncements





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


11


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





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





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





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





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





In
September 2009, the FASB issued ASU 2009-13 (Topic 605-25), “Revenue Recognition;
Multiple-Element Arrangements.”  These amendments provide
clarification on whether multiple deliverables exist, how the arrangement should
be separated, and the consideration allocated.  An entity is required to
allocate revenue in an arrangement using estimated selling prices of
deliverables in the absence of vendor-specific objective evidence or third-party
evidence of selling price. These amendments also eliminate the use of the
residual method and require an entity to allocate revenue using the relative
selling price method.  The amendments significantly expand the disclosure
requirements for multiple-deliverable revenue arrangements.  These
provisions are to be applied on a prospective basis for revenue arrangements
entered into or materially modified in fiscal years beginning on or after
June 15, 2010, with earlier application permitted.  The Company
adopted these amendments in the third quarter of 2010 and the adoption did not
have a material impact on the disclosures in the Company’s consolidated
financial statements.





Recently
Issued Accounting Pronouncements Not Yet Adopted





In July
2010, the FASB issued ASU 2010-20, “Receivables (Topic 310): Disclosure
about the Credit Quality of Financing Receivables and the Allowance for Credit
Losses”,which will require additional disclosures about the credit
quality of loans, lease receivables and other long-term receivables and the
related allowance for credit losses. Certain additional disclosures in this new
accounting guidance will be effective for the Company on December 31,
2010 with certain other additional disclosures that will be effective on
March 31, 2011. The Company does not expect the adoption of this new
accounting guidance to have a material impact on its consolidated financial
statements.


12


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





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





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





NOTE 4 INCOME TAXES





As
of September 30, 2010 and December 31,  2009 the Company had
Federal and state net operating losses of approximately $13,200,000 and
$12,100,000, that are  subject  to limitations. The losses
are available to offset future income. The net operating loss carryforwards
will expire in various years through 2028 subject to limitations of
Section 382 of the Internal Revenue Code, as amended. The Company has provided a
valuation reserve against the full amount of the net operating loss benefit,
because in the opinion of management based upon the earning history of the
Company, it is more likely than not that the benefits will not be
realized. The
Company adopted ASC 740 which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between Consolidated Financial Statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.




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





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


September
      30,
                                    
                                    December 31,2010
                                    
                                    2009Deferred
      tax asset due net operating losses
                                    $
                                    4,585,000
                                    
                                    $
                                    4,235,000Less:
      Valuation allowance
                                    
                                    (4,585,000
                                    )
                                    
                                    (4,235,000
                                    )Net
      deferred tax asset
                                    $
                                    -0-
                                    
                                    $
                                    -0-




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




NOTE 5–
FAIR VALUE OF FINANCIAL INSTRUMENTS





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





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


13


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 5–
FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)




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


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





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





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





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


Fair value measurement at reporting date usingDescription
                                                      
                                                      September30,
                                                        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
                                                      
                                                      $
                                                      17,691
                                                      
                                                      
                                                      $
                                                      17,691
                                                      
                                                      
                                                      
                                                      —
                                                      
                                                      
                                                      
                                                      —Marketable
      securities:Mutual
      Funds
                                                      
                                                      
                                                      16,621
                                                      
                                                      
                                                      
                                                      16,621Preferred/FixedRate
      CapSecuritiesTotal
      assets
                                                      
                                                      $
                                                      34,312
                                                      
                                                      
                                                      $
                                                      34,312
                                                      
                                                      
                                                      
                                                      —
                                                      
                                                      
                                                      
                                                      —





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 impairment were recognized for the quarter ended September 30,
2010 and the year end 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.
In
the event the notes become due and payable and the Company has not made payment
under the notes, causing there to be an event of default, the Company at its
sole discretion may retire the notes through the issuance and delivery of Fifty
(50) shares of Common Stock for each dollar of principal outstanding. Since
interest was prepaid to each investor, no interest will be payable to the
noteholders at maturity. If the noteholders are not repaid at the date of
maturity, however, interest will accrue on the outstanding balance at a rate of
1.5% per month.




14





BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





NOTE 6 –
CAPITAL STOCK AND EQUITY (CONTINUED)





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




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





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





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





Common
Stock


The
Company had 950,000,000 shares of $.001 par value common stock authorized as of
September 30, 2010 and December 31, 2009. Total shares issued and outstanding
were 190,949,124 as of September 30, 2010 and 160,054,881 as of December 31,
2009.




Preferred
Stock


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





Options


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


15


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





Warrants


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





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





WeightedAverageWarrants
                
                
                PriceBalance,
      12/31/08
                
                
                800,000
                
                
                $
                .001Activity
      1/1/09-12/31/09—Warrants expired
                
                
                (200,000
                )
                
                
                —Balance  12/31/09
                
                
                600,000
                
                
                $
                .001Activity
      1/1/10-9/30/10—Warrants expired
                
                
                (600,000
                )
                
                
                —Balance  9/30/10
                
                
                -0-
                
                
                $
                .001





NOTE 7 –
COMMITMENTS AND CONTINGENCIES





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





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





NOTE 8 –
RELATED PARTY TRANSACTIONS





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





NOTE 9 -
PROPERTY AND EQUIPMENT





Property
and Equipment consist of the following:


Property and Equipment:
                          
                          Estimated
                            Life
                          
                          September 30,
                            2010
                          
                          December 31, 2009Website
      development
                          
                          5
      Years
                          
                          $
                          290,927
                          
                          290,927Conference
      display
                          
                          5
      Years
                          
                          
                          8,559
                          
                          8,559Computer
      and software
                          
                          5
      Years
                          
                          
                          207,996
                          
                          206,746Installation
      Parts
                          
                          5
      Years
                          
                          
                          24,697
                          
                          24,697Leasehold
      improvements
                          
                          2
      Years
                          
                          
                          6,445
                          
                          6,445Furniture
                          
                          5
      Years
                          
                          
                          10,225
                          
                          10,225Total
      Property and Equipment
                          
                          
                          
                          $
                          548,849
                          
                          547,599Accumulated
      Depreciation
                          
                          
                          
                          
                          (310,756)
                          
                          (220,756)Total
      Property and Equipment, Net
                          
                          
                          
                          $
                          238,093
                          
                          326,843


16


BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009





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 in December 2010. Interest was prepaid to each investor upon
issuance of each Note. Interest expense for the three and nine months ended
September 30, 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 and nine
months ended September 30, 2010 totaled $55,000 and $165,000
respectively.





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





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





The Notes
were recorded at their approximate fair value at the date of the Subscription
Agreement of $250,000, and a discount in the same amount was recorded against
the carrying value of the notes payable.   Amortization of the
discount began in April 2010 and will be charged against interest expense over
the term of the notes. Amortization expense related to the discount for the
three and nine months ended September 30, 2010 totaled $62,500 and $125,000
respectively.





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




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


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





·
            future product development and
      marketing costs;





·
            changes in our pricing
      plans;





·
            timely development and acceptance
      of our products;


18


·
            the markets of our domestic
      operations;





·
            the impact of competitive products
      and pricing;





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





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





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




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





Overview - AEN





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





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





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





Recent Sales of
Securities





On
December 24, 2009, the Company accepted the final subscription arising from a
December 7, 2009 private-financing transaction with certain private investors
(the “Purchasers”), pursuant to a subscription agreement (the “Agreement”) for
an aggregate purchase price of Two Hundred and Twenty Thousand Dollars
($220,000) consisting of an aggregate of $220,000 in 10% Promissory Notes, due
twelve months from the date of issuance and 11,000,000 shares of common stock.
Interest on these Notes for a period of one year was prepaid. 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 is being charged against interest expense
over the term of the notes. Interest expense for the three and nine months ended
September 30, 2010 are $55,000 and $165,000 respectively.




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




19





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





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





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


20


On May 5,
2010, certain employees and consultants to the Company have accepted an
agreement to convert accrued salaries and fees due to them to common stock. The
individuals and consultants have agreed to convert a total of $427,245 of
accrued salaries and fees into 29,064,310 common shares.





Results of
Operations





Three andnine
monthsendedSeptember
30, 2010
compared to three andnine
monthsendedSeptember
30,
2009





Three months
endedSeptember
30, 2010
compared to three months endedSeptember
30,
2009





Sales decreased from $10,350 for the
three month period ended September 30, 2009 to $6,214 for the three month period
ended September 30, 2010, primarily as a result of the loss of revenues from the
contract with Peacock Productions that expired in April
2009.





Costs of sales decreased from $48,527
for the three month period ended September 30, 2009 to $3,107 for the three
month period ended September 30, 2010, primarily due to non-recurring 2009 costs
associated with the Peacock Productions contract including personnel dedicated
to this contract.





Selling, general and administrative
expenses decreased from $381,303 for the three month period ended September 30,
2009 to $266,831 for the three month period ended September 30, 2010 due to
reduction of expenses.




Other expenses for the three months
ended September 30, 2010 increased by $125,402 due to recording of amortization
discount on note payable of $123,500 and reduction of interest income being
earned on investments.





Our net loss of $417,089 for the three
month period ended September 30, 2009 as compared to $386,735 for the three
month period ended September 30, 2010, was significantly reduced as sales
decreases were offset by substantial decreases in operating
expenses.





Nine
monthsendedSeptember
30, 2010 compared to nine monthsendedSeptember
30,
2009





Sales decreased from $125,286 for the
nine month period ended September 30, 2009 to $6,246 for the nine month period
ended September 30, 2010, primarily as a result of the loss of revenues from the
contract with Peacock Productions that expired in April
2009.





Costs of sales decreased from $89,650
for the nine month period ended September 30, 2009 to $3,107 for the nine month
period ended September 30, 2010, primarily due to non-recurring costs associated
with the Peacock Productions contract including personnel dedicated to this
contract.





Selling, general and administrative
expenses decreased from $1,281,064 for the nine month period ended September 30,
2009 to $800,309 for the nine month period ended September 30, 2010 due to
reduction in the number of personnel employed, lower salaries, reduced rent and
other office expenses, reduced travel expenses, and other cost-saving measures
instituted by the management.




Other expenses for the nine months ended
September 30, 2009 increased by $303,436 due to recording of amortization
discount of note payable of $300,000 and reduction of interest income being
earned on investments.





Our net loss of $1,241,351 for the nine
month period ended September 30, 2009 as compared to $1,096,529 for the nine
month period ended September 30, 2010, was reduced as sales decreases were
offset by substantial decreases in operating expenses.




Liquidity and Capital
Resources.





For the nine months ended September 30,
2010, net cash was used in operating activities totaling $379,539. This was
primarily due to our net loss of $1,096,529 partially offset by amortization of
note discount of $290,000, depreciation of $90,000 and stock issued of $452,745
to reduce liabilities owed to employees and professionals.  Net cash from
investing activities of $17,871 consisted mainly of net of purchase and
redemption of marketable securities of $16,621. The decrease in cash and cash
equivalents for the quarter ended September 30, 2010 is primarily due to the
lack of operating revenues.





Total assets decreased from $506,702 on
December 31, 2009 to $276,449 on September 30, 2010, primarily as a result
of decrease in cash from operations and reduction of fixed assets from
depreciation. Current liabilities increased from $519,616 on December 31, 2009
to $683,146 on September 30, 2010, due to amortization of notes payable of
$290,000 offset by stock issued of $452,745 for board of director fees
owed and to reduce liabilities owed to employees and professionals and
offset by recording of amortization discount of note
payable.


21


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





The
Company had losses from continuing operations of $1,096,529 during the nine
months ended 2010. At September 30, 2010, the Company had negative working
capital of $648,834.   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
$17,691 at September 30, 2010 which is not sufficient to meet our current cash
requirements for the next twelve months.





The
Company expects to incur additional losses until sufficient sales of its
products are achieved.  The Company’s total sales figure for the nine
months ended September 30, 2010 is $6,246, 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 financial statements in conformity with
accounting principles generally accepted in the United States of America
requires our management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period. 
Our management periodically evaluates the estimates and judgments made.
Management bases its estimates and judgments on historical experience and on
various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates as a result of different
assumptions or conditions.




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





Revenue
Recognition





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





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





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


22


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





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





WHERE YOU CAN FIND MORE
INFORMATION





You are advised to read this Form 10-Q
in conjunction with other reports and documents that we file from time to time
with the SEC. In particular, please read our Quarterly Reports on Form 10-Q,
Annual report on Form 10-K, and Current Reports on Form 8-K that we file from
time to time. You may obtain copies of these reports directly from us or from
the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington,
D.C. 20549, and you may obtain information about obtaining access to the
Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains information for electronic filers at its websitehttp://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, September 30, 2010.  The
term disclosure controls and procedures means our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file or submit under the Exchange
Act is accumulated and communicated to management, including our principal
executive and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.




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





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





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


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b)
Changes in Internal Control over Financial Reporting




During
the Quarter ended September 30, 2010, except as discussed on section (a) above,
there was no change in our internal control over financial reporting (as such
term is defined in Rule 13a-15(f) under the Exchange Act) that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.


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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 November 15, 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 $.005 per share.May
      2010
              
              Common
      Stock
              
              29,064,310
      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 nine months ended September 30, 2010, there were no repurchases by the
Company of its Common Stock.





ITEM 3. DEFAULTS
UPON SENIOR SECURITIES





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





ITEM 4.REMOVED AND RESERVED





ITEM 5. OTHER
INFORMATION





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




ITEM 6. EXHIBITS





The
following exhibits are filed herewith.





Exhibits:





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


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


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


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




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SIGNATURES





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





BRAMPTON CREST INTERNATIONAL
      INC.Date:November 15, 2010
                By: /s/ Bryan
      NorcrossBryan
    NorcrossPresident, Principal Executive
      OfficerDate:November 15, 2010
                By: /s/ Joseph
      GiulianoJoseph
      GiulianoChief Financial
      Officer


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