U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM 10-Q/A (Amendment No. 2)




(Mark
One)


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


THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2009.





 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)


OF THE
SECURITIES EXCHANGE ACT





For the
transition period fromN/A toN/A










Commission
File No. 000-1321002










BRAMPTON
CREST INTERNATIONAL INC.


(Name of
small business issuer in its charter)





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





4700
Biscayne Blvd. Suite 500, Miami, FL  33137


(Address
and Zip Code of Principal Executive Offices)





Registrant's
Telephone Number: (305) 722-4800








Indicate
by check mark whether the Registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days:  Yes  x
     No.   ̈




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




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





Large
accelerated filer   ̈ Accelerated
filer   ̈ Non–Accelerated
filer   ̈ Small Reporting
Company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b–2 of the Exchange Act).  Yes   ̈
    No  x





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




Class
            
            Outstanding at October 6,
    2009Common
      stock, $0.001 par value
            
            148,218,881





EXPLANATORY
NOTE:





On July
7, 2009, the Company’s Board of Directors and management determined that our
financial statements for the quarter ended March 31, 2009 could no longer be
relied upon because of a change in the accounting treatment of the Merger
discussed and accounted for in those financial statements. Note 2 of the
attached consolidated financial statements describes the revisions that have
been made to the consolidated financial statements. We have also revised “Item 2
 Management’s Discussion and Analysis of Financial Condition and Results of
Operation” to reflect those changes.  In addition, we have revised “Item 4.
 Controls and Procedures” to conform to the requirements of Item 308T(a)(1)
of Regulation S-K.





Other
than these changes, the disclosures in this amended report are as of the initial
filing date of May 15, 2009 and this report does not include subsequent
events.





Further,
as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), new certifications by our principal executive officer and
principal financial officer have been filed as exhibits to this Form 10-Q/A
under Item 6 of Part II hereof.


2




BRAMPTON
CREST INTERNATIONAL INC. AND SUBSIDIARIES





PagePart
      I. Financial InformationItem
      1. Condensed consolidated Financial Statements and Notes to Financial
      Statements(a)  Condensed
      consolidated Balance Sheets as of March 31, 2009  and December
      31, 2008 (unaudited) RESTATED
              
              4(b)  Condensed
      consolidated Statements of Operations for the Three Months Ended March 31,
      2009 and 2008 (unaudited)
              
              5(c)  Condensed
      consolidated Statements of Cash Flows for the Three Months Ended March 31,
      2009 and 2008 (unaudited) RESTATED
              
              6(d)  Notes
      to Condensed consolidated Financial Statements (unaudited)
              
              7Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
              
              19Item  3.
      Quantitative and Qualitative Disclosures About Market Risk
              
              24Item
      4T. Controls and Procedures
              
              24Part
      II.  Other Information
              
              25Item
      1. Legal Proceedings
              
              25Item
      1A.  Risk Factors
              
              25Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              
              28Item
      3. Defaults Upon Senior Securities
              
              28Item
      4. Submission of Matters to a Vote of Security Holders
              
              28Item
      5. Other Information
              
              28Item
      6. Exhibits
              
              28Signatures
              
              29CERTIFICATIONSExhibit
      31 – Management certificationExhibit
      32 – Sarbanes-Oxley Act





3




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS (RESTATED)


UNAUDITED




March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008(As Restated)
                    
                    
                    (As Restated)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                    
                    $
                    247,302
                    
                    
                    $
                    375,058Marketable
      Securities
                    
                    
                    775,000
                    
                    
                    
                    1,025,000Accounts
      receivable
                    
                    
                    82,539
                    
                    
                    
                    31,147Total
      current assets
                    
                    
                    1,104,841
                    
                    
                    
                    1,431,205PROPERTY
      AND EQUIPMENT, NET
                    
                    
                    356,811
                    
                    
                    
                    355,220Deposits
      and Prepaid Expenses
                    
                    
                    4,044
                    
                    
                    
                    6,294Trademarks
                    
                    
                    10,650
                    
                    
                    
                    10,650Total
      Other Assets
                    
                    
                    14,694
                    
                    
                    
                    16,944TOTAL
      ASSETS
                    
                    $
                    1,476,346
                    
                    
                    $
                    1,803,369LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                    
                    $
                    7,772
                    
                    
                    $
                    25,391Due
      to Officer
                    
                    
                    95,926
                    
                    
                    
                    95,926TOTAL
      CURRENT  LIABLILITIES
                    
                    
                    103,698
                    
                    
                    
                    121,317STOCKHOLDERS'
      EQUITYPreferred
      stock, $.001 par value; 25,000,000 shares authorized,
      -0-  shares issued and outstanding at March 31, 2009 and
      December 31, 2008
                    
                    $
                    -
                    
                    
                    $
                    -Common
      stock, $.001 par value; 950,000,000 shares authorized, 221,854,881 shares
      issued and outstanding at March 31, 2009 and December 31,
    2008
                    
                    
                    221,854
                    
                    
                    
                    221,854Additional
      paid-in capital
                    
                    
                    13,959,063
                    
                    
                    
                    13,959,063Accumulated
      deficit
                    
                    
                    (12,808,269
                    )
                    
                    
                    (12,498,865
                    )Total
      stockholders' equity
                    
                    
                    1,372,648
                    
                    
                    
                    1,682,052TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                    
                    $
                    1,476,346
                    
                    
                    $
                    1,803,369





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
                
                
                Three
      MonthsEnded
                
                
                EndedMarch
      31,
                
                
                March
      31,2009
                
                
                2008SALES
                
                $
                82,407
                
                
                $
                —COST
      OF SALES
                
                
                38,929
                
                
                
                —GROSS
      PROFIT
                
                
                43,478
                
                
                
                —SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES
                
                
                354,193
                
                
                
                54,560LOSS
      FROM OPERATIONS
                
                
                (310,715
                )
                
                
                (54,560
                )OTHER
      INCOMEInterest
      income
                
                
                1,311
                
                
                
                11,533Total
      Other Income
                
                
                1,311
                
                
                
                11,533LOSS
      BEFORE INCOME TAXES
                
                
                (309,404
                )
                
                
                (43,027
                )INCOME
      TAX BENEFIT
                
                
                —
                
                
                
                —NET
      LOSS
                
                $
                (309,404
                )
                
                $
                (43,027
                )LOSS
      PER SHARE - BASIC AND DILUTED
                
                $
                (-
                )
                
                $
                (-
                )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
                
                
                221,854,881
                
                
                
                64,963,154





See
accompanying notes to the unaudited Condensed Consolidated
Financial Statements


5





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED)


UNAUDITED




Three
      Months
                    
                    
                    Three
      MonthsEnded
                    
                    
                    EndedMarch
      31,
                    
                    
                    March
      31,2009 (As Restated)
                    
                    
                    2008 (As Restated)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    (309,404
                    )
                    
                    $
                    (43,027
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                    
                    
                    30,000
                    
                    
                    
                    —Changes
      in operating assets and liabilities:(Decrease)
      Increase in assets:Accounts
      receivable
                    
                    
                    (51,392
                    )
                    
                    
                    —Deposits
      and Prepaid Expenses
                    
                    
                    2,250
                    
                    
                    
                    —(Increase)
      Decrease in liabilities:Accounts
      payable and accrued expenses
                    
                    
                    (17,619
                    )
                    
                    
                    (10,149
                    )Net
      Cash Used In Operating Activities
                    
                    
                    (346,165
                    )
                    
                    
                    (53,176
                    )Cash
      Flows from Investing Activities
                    
                    
                    —
                    
                    
                    
                    —Fixed
      Assets Purchased
                    
                    
                    (31,591
                    )
                    
                    
                    (12,279
                    )Marketable
      Securities redeemed (purchased)
                    
                    
                    250,002
                    
                    
                    
                    (700,000)Cash
      acquired at acquisition
                    
                    
                    —
                    
                    
                    
                    19,349Net
      Cash Provided By (Used In) Investing Activities
                    
                    
                    218,409
                    
                    
                    
                    (692,930)Cash
      Flows from Financing ActivitiesPrivate
      Placement-Net of expenses
                    
                    
                    —
                    
                    
                    
                    915,681Net
      Cash Provided By Financing Activities
                    
                    
                    —
                    
                    
                    
                    915,681NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                    
                    
                    (127,756
                    )
                    
                    
                    169,575CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                    
                    
                    375,058
                    
                    
                    
                    31,479CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                    
                    $
                    247,302
                    
                    
                    $
                    201,054SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWS INFORMATION:SUPPLEMENTAL
      DISCLOSURE OF NONCASH ACTIVITIES:Acquisition
      of America’s Emergency Network, LLC:Fixed
      assets
                    
                    $
                    —
                    
                    
                    $
                    61,194Cash
      acquired at acquisition
                    
                    
                    —
                    
                    
                    
                    19,349Other
      assets
                    
                    
                    —
                    
                    
                    
                    12,900Loan
      payable
                    
                    
                    —
                    
                    
                    
                    (204,337
                    )Officer
      loan
                    
                    
                    —
                    
                    
                    
                    (95,926
                    )Accounts
      Payable
                    
                    
                    —
                    
                    
                    
                    (108,928
                    )Goodwill
                    
                    
                    —
                    
                    
                    
                    10,415,748Common
      stock issued for acquisition
                    
                    
                    —
                    
                    
                    
                    10,100,000





See
accompanying notes to the unaudited Condensed Consolidated
Financial Statements


6





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
INTERIM FINANCIAL STATEMENTS





The
accompanying unaudited condensed consolidated financial statements include the
accounts of Brampton Crest International, Inc. and its Subsidiaries (the
“Company”), required to be consolidated in accordance with U.S. generally
accepted accounting principles (GAAP). The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with the
accounting policies described in the December 31, 2008 Form 10-K except for the
accounting policy relating to accounting for uncertainty in income taxes, and
should be read in conjunction with the consolidated financial statements and
notes thereto.





The
unaudited condensed consolidated financial statements for the three months ended
March 31, 2009 and 2008 included herein have been prepared in accordance with
the instructions for Form 10-Q under the Securities Exchange Act of 1934, as
amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as
amended. Certain information and footnote disclosures normally included in
financial statements prepared in conformity with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such rules and regulations relating to interim financial
statements.





In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements contain only normal recurring adjustments necessary to
present fairly the Company’s financial position as of March 31, 2009, and the
results of its operations and cash flows for the three months ended March 31,
2009 and 2008. Certain prior year amounts have been restated or reclassified to
conform to the current period presentation. Operating results for the three
months ended March 31, 2009 are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 2009.





The
Company is filing this Amendment No. 2 to its Quarterly Report on Form
10-Q/A for the three months ended March 31, 2009 and 2008. This Amendment
No. 2 is being filed to restate the Condensed Consolidated Balance Sheets
of March 31, 2009 and Cash Flow statements for the three months ended March
31, 2009 and March 31, 2008.





BACKGROUND
OF RESTATEMENT





On July
7, 2009, management of the Company concluded that its financial statements for
the three months ended March 31, 2009 and 2008, which are included in its Form
10Q and 10Q/A for the quarter ended March 31, 2009, did not properly
account for marketable securities as part of the cash flow statement and
stockholders’ equity as of March 31, 2009 in accordance with United States
generally accepted accounting principles.  Management also noted
various technical issues regarding the presentation and disclosure of the
financial statements that necessitated restatement.





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS OF
PRESENTATION





The
condensed consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America ("US
GAAP").  The condensed consolidated financial statements of the
Company include the Company and its wholly-owned subsidiaries, America’s
Emergency Network, Inc. and Laurentian Peak Capital.  All material
intercompany balances and transactions have been eliminated





ACCOUNTING
CHANGES AND ERROR CORRECTIONS




The
Company determined that accounting errors existed in reporting the acquisition
of AEN, as a result of the Company not appropriately determining the fair value
of its common stock issued in connection with the acquisition. The Company has
restated its financial statements for the quarters ended March 31, 2008, June
30, 2008, and September 30, 2008, and for the year ended December 31, 2008, to
record goodwill on the acquisition at the excess of the fair value of the
consideration given (i.e., the common stock issued) and the liabilities assumed
over the estimated fair value of the assets acquired. The restated financial
statements include the disclosures required under SFAS No. 154, “Accounting
Changes and Error Corrections”.
  A revised
stock price of $0.10 per share was used for the valuation of the common stock
issued for the AEN acquisition. This price was derived from an average of the
stock price at the time of the acquisition and the stock price used in the
private placement dated March 24, 2008. This revaluation resulted in an increase
of $7 million in the purchase price of AEN, to a total consideration of
approximately $10.1 million, and a corresponding adjustment of the estimated
recoverable value of recorded goodwill from approximately $3.4 million to
approximately $10.4 million.
  The
Company also discovered classification errors in its consolidated financial
statements for cash and cash equivalents and marketable securities. The Company
has reclassified marketable securities on its restated consolidated balance
sheets for the aforementioned reporting periods. The Company has also corrected
errors in reporting cash flow activity relative to purchases and redemptions of
marketable securities on its restated consolidated statements of cash flows for
the aforementioned reporting periods.


7





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




As a
result of these changes the Company adopted SFAS 154- Accounting Changes and
Error Corrections in order to properly account for its cash and marketable
securities.





The
following table illustrates the adjustments that were made to the amounts
reported in the 10Q and the 10Q/A (Amendment No. 1) on the balance sheet at
March 31, 2009





Brampton
Crest International, Inc.


Condensed
Consolidated Balance Sheet (Restated)


Quarter
Ended March 31, 2009





As Originally
                                    Reported
                                  
                                  
                                  Adjusted
                                  
                                  
                                  As Restated
                                    (Amendment No. 2)(Unaudited)
                                  
                                  
                                  
                                  
                                  
                                  (Unaudited)ASSETSCURRENT
      ASSETS:Cash
      and Cash Equivalents
                                  
                                  $
                                  247,302
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  247,302Marketable
      Securities
                                  
                                  
                                  775,000
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  775,000Accounts
      Receivable
                                  
                                  
                                  82,539
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  82,539Total
      Current Assets
                                  
                                  
                                  1,104,841
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,104,841PROPERTY
      AND EQUIPMENT NET
                                  
                                  
                                  356,811
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  356,811OTHER
      ASSETS:Deposits
      and Prepaid Expenses
                                  
                                  
                                  4,044
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  4,044Trademarks
                                  
                                  
                                  10,650
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  10,650Total
      Other Assets
                                  
                                  
                                  14,694
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  14,694TOTAL
      ASSETS
                                  
                                  $
                                  1,476,346
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  1,476,346LIABILITIES AND STOCKHOLDERS'
      EQUITY
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  -CURRENT
      LIABILITIES:Accounts
      Payable
                                  
                                  $
                                  7,772
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  7,772Due
      to Officer
                                  
                                  
                                  95,626
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  95,626TOTAL
      CURRENT LIABILITIES
                                  
                                  
                                  103,698
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  103,698STOCKHOLDERS'
      EQUITYPreferred
      Stock
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —Common
      Stock
                                  
                                  
                                  221,854
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  221,854Additional
      Paid in capital
                                  
                                  
                                  6,959,063
                                  
                                  
                                  
                                  7,000,000
                                  
                                  
                                  
                                  13,959,063Accumulated
      Deficit
                                  
                                  
                                  (5,808,269
                                  )
                                  
                                  
                                  (7,000,000
                                  )
                                  
                                  
                                  (12,808,269
                                  )Total
      Stockholders' Equity
                                  
                                  
                                  1,372,348
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,372,648TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                  
                                  $
                                  1,476,346
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  1,476,346


8





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
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.





BUSINESS





The
Company was originally engaged in the sale and distribution of consumer personal
care products and professional laser hair removal. Following the Company’s name
change and through the end of the first quarter of 2008, business activities for
the consumer personal care products continued however the anticipated results
were not successful and the Company discontinued its consumer personal care
products operations during the quarter ending June 30, 2008.





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





Laurentian
will generate its own business through an established network of finance
industry contacts developed by its management and by seeking the participation
by other originators known to the company management. Laurentian loans will be
both short and medium term, secured by accounts and trade receivables, real
estate, credit card receivables, equipment letters of credit and shares of
stock. The originators from whom Laurentian will purchase participations are
established companies known to Laurentian management. Laurentian obtained a
license as a mortgage lender and is now able to begin to implement its marketing
plan.





Acquisition
of America’s Emergency Network, LLC (“AEN”)





On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company, Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into Brampton
Acquisition Subsidiary Corp. Brampton Acquisition Subsidiary Corp.’s name was
subsequently changed to America’s Emergency Network, Inc. Consequently,
America’s Emergency Network, Inc. (which contains the operating business
formerly conducted by America’s Emergency Network, LLC), continues as a wholly
owned subsidiary of the Company.





Pursuant
to the terms and conditions of the Merger Agreement, the members of America’s
Emergency Network, LLC received an aggregate of 100,000,000 shares of Company
Common Stock.





The
following table sets forth the allocation of the purchase price for tangible and
intangible assets associated with the above 2008 acquisition and acquired assets
and liabilities assumed as of March 19, 2008:





Goodwill
                
                $
                10,415,747Cash
                
                
                19,349Fixed
      assets
                
                
                61,194Other
      assets
                
                
                12,900Accounts
      payable
                
                
                (108,927
                )Officer
      Loan
                
                
                (95,926
                )Loan
      Payable
                
                
                (204,337
                )Total
      Stock Issued for Purchase
                
                $
                10,100,000


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




9





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS OF
PRESENTATION





The
condensed consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America ("US
GAAP").  The condensed consolidated financial statements of the
Company include the Company and its wholly-owned subsidiaries, America’s
Emergency Network, Inc. and Laurentian Peak Capital.  All material
intercompany balances and transactions have been eliminated




USE OF
ESTIMATES





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




CASH AND
CASH EQUIVALENTS





The
Company considers all highly liquid investments with an original term of three
months or less to be cash equivalents. At March 31, 2009 and December 31,
2008, the Company had cash equivalents in the amount of approximately $247,000
and $375,000, respectively, all in low risk investments or bank
accounts.




MARKETABLE
SECURITIES


The
Company holds marketable securities with a financial institution. The
investments are highly liquid, short-term securities and the fair value of these
securities has little or no change from the original purchase price. The amounts
held at March 31, 2009 and December 31, 2008 were approximately $775,000 and
$1,025,000 respectively.
  CONCENTRATION
OF CREDIT RISK





Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash. The Company maintains cash balances at one
financial institution, which is insured by the Federal Deposit Insurance
Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on
account balances. The amounts that are not insured by FDIC limitations are held
in short-term securities. As of March 31, 2009 and December 31, 2008, there were
approximately $775,000 and $1,025,000, respectively in these accounts. The
Company has not experienced any losses in such accounts.




ACCOUNTS
RECEIVABLE





The
Company conducts business and extends credit based on the evaluation of its
customers' financial condition. AEN extends credit without requiring collateral.
Laurentian may require collateral from its customers; however, its primary
business is making secured short and medium term loans, not periodically
extending trade credit in connection with the sale of other products or
services. Exposure to losses on receivables is expected to vary by customer due
to the financial condition of each customer. The Company monitors credit losses
and maintains allowances for anticipated losses considered necessary under the
circumstances. Recoveries of accounts previously written off are recognized as
income in the periods in which the recoveries are made. The Company had accounts
receivable of  $82,539 and $31,147 at March 31, 2009 and December 31,
2008 respectively.





AEN
signed a strategic agreement with Peacock Productions, a division of NBC News,
which in turn is a division of NBC Universal, Inc., (NBCU) pursuant to which AEN
is to provide its expertise and experience on engineering and meteorological
issues to Peacock,  NBC News, and the Weather Channel. The agreement,
which commenced as of July 21, 2008 and continues through April 30, 2009,
contemplates close and regular interaction between AEN and NBCU and seeks AEN’s
advice with respect to matters such as growth opportunities in programming and
technology. The entire accounts receivable balance outstanding at quarter end is
for this customer.





IMPAIRMENT
OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF





The
Company accounts for the impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”
(“SFAS No. 144”).SFAS No. 144 requires write-downs to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets’ carrying amount.




10


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





If the
long-lived assets are identified as being planned for disposal or sale, they
would be separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet. As of March 31, 2009 this does not
apply.





GOODWILL
AND OTHER INTANGIBLE ASSETS





In June
2001, the FASB issued Statement No. 142 Goodwill and Other Intangible Assets.
 This statement addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible Assets.  It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those acquired in a
business combination) should be accounted for in financial statements upon their
acquisition.  This Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements.





Goodwill
and intangible assets with indefinite useful lives are not amortized. Intangible
assets with finite useful lives are amortized generally on a straight-line basis
over the periods benefited, with a weighted average useful life of 15
years.





In
performing this assessment, management uses the income approach and the similar
transactions method of the market approach to develop the fair value of the
acquisition in order to assess its potential impairment of goodwill. The income
approach is based on a discounted cash flow model which relies on a number of
factors, including operating results, business plans, economic projections and
anticipated future cash flows. Rates used to discount future cash flows are
dependent upon interest rates and the cost of capital at a point in time. The
similar transactions method is a market approach methodology in which the fair
value of a business is estimated by analyzing the prices at which companies
similar to the subject, which are used as guidelines, have sold in controlling
interest transactions (mergers and acquisitions). Target companies are compared
to the subject company, and multiples paid in transactions are analyzed and
applied to subject company data, resulting in value indications. Comparability
can be affected by, among other things, the product or service produced or sold,
geographic markets served, competitive position, profitability, growth
expectations, size, risk perception, and capital structure. There are inherent
uncertainties related to these factors and management’s judgment in applying
them to the analysis of goodwill impairment. It is possible that assumptions
underlying the impairment analysis will change in such a manner that impairment
in value may occur in the future.




REVENUE
RECOGNITION





The
Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB
No. 104”). SAB 104 clarifies application of generally accepted accounting
principles related to revenue transactions. The Company also follows the
guidance in EITF Issue No. 00-21, Revenue Arrangements with Multiple
Deliverables ("EITF Issue No. 00-21"), in arrangements with multiple
deliverables.





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





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


11


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





In
certain cases, the Company enters into agreements with customers that involve
the delivery of more than one product or service. Revenue for such
arrangements is allocated to the separate units of accounting using the relative
fair value method in accordance with EITF Issue No. 00-21. The delivered item(s)
is considered a separate unit of accounting if all of the following criteria are
met: (1) the delivered item(s) has value to the customer on a standalone
basis, (2) there is objective and reliable evidence of the fair value of the
undelivered item(s) and (3) if the arrangement includes a general right of
return, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor. If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement, the arrangement consideration is
allocated to the separate units of accounting based on their relative fair
values.





Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through March 31,
2009. Therefore, a sales return allowance has not been established since
management believes returns will be insignificant.





PROPERTY
AND EQUIPMENT





Property
and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. Expenditures
for major betterments and additions are capitalized, while replacement,
maintenance and repairs, which do not extend the lives of the respective assets,
are currently charged to expense. Any gain or loss on disposition of assets is
recognized currently in the statement of income.





FAIR
VALUE OF FINANCIAL INSTRUMENTS





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




The
Company adopted Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (“SFAS 157”), which defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value
measurements.  The standard provides a consistent definition of fair
value which focuses on an exit price that would be received upon sale of an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.  The standard also prioritizes,
within the measurement of fair value, the use of market-based information over
entity specific information and establishes a three-level hierarchy for fair
value measurements based on the nature of inputs used in the valuation of an
asset or liability as of the measurement date.




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




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





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





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




INCOME
TAXES





The
Company accounts for income taxes using SFAS No. 109, "Accounting for Income
Taxes," which requires recognition of deferred tax liabilities and assets for
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse. A
valuation allowance is recorded for deferred tax assets if it is more likely
than not that some portion or all of the deferred tax assets will not be
realized.


12


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





The
Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No.
(FIN) 48, “Accounting for Uncertainty in Income Taxes.” FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in financial statements in
accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 requires that the Company determine whether the benefits of
the Company’s tax positions are more likely than not of being sustained upon
audit based on the technical merits of the tax position. The provisions of FIN
48 also provide guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, and disclosure. The Company did not
have any unrecognized tax benefits and there was no effect on the financial
condition or results of operations as a result of implementing FIN 48. The
Company does not have any interest and penalties in the statement of operations
for the periods ended March 31, 2009 and December 31, 2008.





In May
2007, the FASB issued FASB Staff Position No. FIN 48-1,Definition of Settlement in FASB
Interpretation No. 48   (“the FSP”). The FSP provides
guidance about how an enterprise should determine whether a tax position is
effectively settled for the purpose of recognizing previously unrecognized tax
benefits. Under the FSP, a tax position could be effectively settled on
completion of examination by a taxing authority if the entity does not intend to
appeal or litigate the result and it is remote that the taxing authority would
examine or re-examine the tax position. The Company does not expect that this
interpretation will have a material impact on its financial position, results of
operations, or cash flows.





EARNINGS
(LOSS) PER SHARE





Earnings
(loss) per share is computed in accordance with SFAS No. 128, "Earnings per
Share". Basic earnings (loss) per share is computed by dividing net income
(loss), after deducting preferred stock dividends accumulated during the period,
by the weighted-average number of shares of common stock outstanding during each
period. Diluted earnings per share is computed by dividing net income by the
weighted-average number of shares of common stock, common stock equivalents and
other potentially dilutive securities outstanding during the period. The
outstanding warrants for the quarters ended March 31, 2009 and 2008, is
anti-dilutive and thereforeare not included in earnings (loss) per
share.





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





Quarter
      Ended
                  
                  
                  Quarter
      EndedMarch
      31,
                  
                  
                  March
      31,2009
                  
                  
                  2008Warrants
                  
                  
                  800,000
                  
                  
                  
                  50,100,000Total
                  
                  
                  800,000
                  
                  
                  
                  50,100,000





ACCOUNTING
FOR STOCK-BASED COMPENSATION





The
Company adopted SFAS No. 123R, "Accounting for Stock-Based Compensation". This
statement requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). That cost will be recognized
over the period during which an employee is required to provide
service.




In
addition, a public entity is required to measure the cost of employee services
received in exchange for an award of liability instruments based on its current
fair value. The fair value of that award has been remeasured subsequently at
each reporting date through the settlement date. Changes in fair value during
the requisite service period will be recognized as compensation cost over that
period.





For the
quarter ended March 31, 2009 and year ended December 31, 2008, the Company did
not grant any stock options.





NON-EMPLOYEE
STOCK BASED COMPENSATION





The cost
of stock-based compensation awards issued to non-employees for services are
recorded at either the fair value of the services rendered or the instruments
issued in exchange for such services, whichever is more readily determinable,
using the measurement date guidelines enumerated in Emerging Issues Task Force
Issue (“EITF”) 96-18, “Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services” (“EITF 96-18”).


13


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





COMMON
STOCK PURCHASE WARRANTS





The
Company accounts for common stock purchase warrants in accordance with the
provisions of Emerging Issues Tack Force Issue (“EITF”) issue No. 00-19
“Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company’s Own Stock” (“EITF 00-19”).  Based on the
provisions of EITF 00-19, the Company classifies as equity any contracts that
(i) require physical settlement or net-share settlement, or (ii) gives the
company a choice of net-cash settlement or settlement in its own shares
(physical settlement or net-share settlement).  The Company classifies
as assets or liabilities any contracts that (i) require net-cash settlement
(including a requirement to net cash settle the contract if an event occurs and
if that event is outside the control of the company), or (ii) give the
counterparty a choice of net-cash settlement or settlement in shares (physical
settlement or net-share settlement).





SEGMENT
INFORMATION





The
Company currently operates two business operations within its two subsidiaries,
America’s Emergency Network, Inc. (“AEN”) and Laurentian Peak Capital Group. In
2008 and 2009, all of the Company’s operations were in AEN, which is the
material segment. Laurentian’s business activities and operations were minimal
in 2008 and 2009, and its operations are not materially considered in
management’s decision making. The entire business is comprehensively managed by
a single management team that reports to the Chief Executive Officer.
Accordingly, the Company does not have separately reportable segments as defined
by Statement of Financial Accounting Standards No. 131,Disclosures about
Segments of a Enterprise and Related Information .





NOTE 3 - RECENT ACCOUNTING
PRONOUNCEMENTS





On
January 1, 2009, the Company adopted Financial Accounting Standards Board
(“FASB”) Statement No. 141R,Business
Combinations  (“FAS 141R”), FSP No. FAS 142-3,Determination of the
Useful Life of Intangible Assets (“FSP FAS 142-3”), Statement
No. 160,Noncontrolling Interests
in Consolidated Financial Statements—an amendment of ARB
No. 51  (“FSP 160”), Statement No. 161,Disclosures about
Derivative Instruments and Hedging Activities  (“FAS 161”),
Emerging Issues Task Force (“EITF”) Issue No. 07-1 (“EITF 07-1”),Accounting for
Collaborative Arrangements,  EITF Issue No. 08-6,Equity Method Investment
Accounting Considerations  (“EITF 08-6”), EITF Issue
No. 08-7,Accounting for Defensive
Intangible Assets  (“EITF 08-7”), FASB Staff Position EITF
03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities  (“FSP EITF 03-6-1”) and FASB Staff Position APB
14-1,Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)(“APB 14-1”).





FAS 141R
expands the scope of acquisition accounting to all transactions under which
control of a business is obtained. This standard requires an acquirer to
recognize the assets acquired and liabilities assumed at the acquisition date
fair values with limited exceptions. Additionally, FAS 141R requires that
contingent consideration as well as contingent assets and liabilities be
recorded at fair value on the acquisition date, that acquired in-process
research and development be capitalized and recorded as intangible assets at the
acquisition date, and also requires transaction costs and costs to restructure
the acquired company be expensed. Transactions are now being accounted for under
this standard. On April 1, 2009, the FASB issued Staff Position FAS
141(R)-1,Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, which is effective January 1, 2009, and amends the
guidance in FAS 141R to require that assets acquired and liabilities assumed in
a business combination that arise fromcontingencies be recognized at fair value
if fair value can reasonably be estimated. If the acquisition date fair value of
an asset acquired or liability assumed that arises from a contingency cannot be
determined, the asset or liability would be recognized in accordance with FASB
Statement No. 5,Accounting for
Contingencies  (“FAS 5”),  and FASB
Interpretation No. 14,Reasonable Estimation of
the Amount of a Loss.  If the fair value is not determinable
and the FAS 5 criteria are not met, no asset or liability would be
recognized.





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





FAS 160
provides guidance for the accounting, reporting and disclosure of noncontrolling
interests and requires, among other things, that noncontrolling interests be
recorded as equity in the consolidated financial statements. The adoption
of FAS 160 did not affect the Company’s consolidated financial position or
consolidated results of operations.


14





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3 -
RECENT ACCOUNTING POLICIES (CONTINUED)





FAS 161
requires enhanced disclosures about derivative instruments and hedging
activities to allow for a better understanding of their effects on an entity’s
financial position, financial performance, and cash flows. Among other things,
FAS 161 requires disclosure of the fair values of derivative instruments and
associated gains and losses in a tabular format. Since FAS 161 requires only
additional disclosures about the Company’s derivatives and hedging activities,
the adoption of FAS 161 did not affect the Company’s consolidated financial
position or consolidated results of operations.





EITF 07-1
defines collaborative arrangements and establishes reporting requirements for
transactions between participants in a collaborative arrangement and between
participants in the arrangement and third parties. The effect of adoption of
EITF 07-1 did not affect the Company’s consolidated financial position or
consolidated results of operations.





EITF
08-6, which is effective January 1, 2009, clarifies the accounting for
certain transactions and impairment considerations involving equity method
investments and is applied on a prospective basis to future
transactions.





EITF
08-7, which is effective January 1, 2009, clarifies that a defensive
intangible asset (an intangible asset that the entity does not intend to
actively use, but intends to hold to prevent others from obtaining access to the
asset) should be accounted for as a separate unit of accounting and should be
assigned a useful life that reflects the entity’s consumption of the expected
benefits related to the asset. EITF 08-7 is applied on a prospective basis to
future transactions.





FSP EITF
03-6-1 clarifies that share-based payment awards that entitle holders to receive
nonforfeitable dividends before they vest will be considered participating
securities and included in the earnings per share calculation pursuant to the
two class method. The effect of adoption of FSP EITF 03-6-1 was not material to
the Company’s consolidated results of operations.





APB 14-1
requires the issuer to separately account for the liability and equity
components of convertible debt instruments in a manner that reflects the
issuer’s nonconvertible debt borrowing rate. The guidance will result in
companies recognizing higher interest expense in the statement of operations due
to amortization of the discount that results from separating the liability and
equity components. APB 14-1 was adopted on January 1, 2009, and did not affect
the Company’s consolidated financial position or consolidated results of
operations.




Recently
Issued Accounting Standards




The FASB
recently issued Staff Position FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly  (“FSP FAS 157-4”), Staff Position FAS 115-2 and FAS
124-2,Recognition
and Presentation of Other-Than-Temporary Impairments  (“FSP FAS
115-2/124-2”) and Staff Position FAS 107-1 and APB 28-1,Interim Disclosures
about Fair Value of Financial Instruments  (“FSP FAS 107-1/APB
28-1”).


Under FSP
FAS 157-4, if an entity determines that there has been a significant decrease in
the volume and level of activity for an asset or liability in relation to the
normal market activity for the asset or liability (or similar assets or
liabilities), then transactions or quoted prices may not accurately reflect fair
value. In addition, if there is evidence that the transaction for the asset or
liability is not orderly, the entity shall place little, if any, weight on that
transaction price as an indicator of fair value. Since FSP FAS 157-4 is
effective forinterim reporting periods ending after June 15, 2009, the Company
will adopt the provisions of FSP FAS 157-4 during the second quarter of 2009 and
is currently assessing the impact of adoption on its consolidated financial
position and consolidated results of operations.





FSP FAS
115-2/124-2 changes existing guidance for determining whether debt securities
are other-than-temporarily impaired and replaces the existing requirement that
the entity’s management assert it has both the intent and ability to hold an
impaired security until recovery with a requirement that management assert:
(a) it does not have the intent to sell the security; and (b) it is
more likely than not it will not have to sell the security before recovery of
its cost basis. FSP FAS 115-2/124-2 requires entities to separate an
other-than-temporary impairment of a debt security into two components when
there are credit related losses associated with the impaired debt security for
which management asserts that it does not have the intent to sell the security,
and it is more likely than not that it will not be required to sell the security
before recovery of its cost basis. The amount of the other-than-temporary
impairment related to a credit loss is recognized in earnings, and the amount of
the other-than-temporary impairment related to other factors is recorded in
other comprehensive loss. Since FSP FAS 115-2/124-2 is effective for interim
reporting periods ending after June 15, 2009, the Company will adopt the
provisions of FSP FAS 115-2/124-2 during the second quarter of 2009 and is
currently assessing the impact of adoption on its consolidated financial
position and consolidated results of operations.





FSP FAS
107-1/APB 28-1 requires disclosures about fair values of financial instruments
in interim and annual financial statements. Prior to the issuance of FSP FAS
107-1/APB 28-1, disclosures about fair values of financial instruments were only
required to be disclosed annually. FSP FAS 107-1/APB 28-1 requires disclosures
about fair value of financial instruments in interim and annual financial
statements. Since FSP FAS 107-1/APB 28-1 is effective for interim reporting
periods ending after June 15, 2009, the Company will adopt FSP FAS 107-1/APB
28-1 in the second quarter 2009. Since FSP FAS 107-1/APB 28-1 requires only
additional disclosures of fair values of financial instruments in interim
financial statements, the adoption will not affect the Company’s consolidated
financial position or consolidated results of operations.


15


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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





NOTE 4 -
RECLASSIFICATIONS





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





NOTE
5 -FAIR VALUE OF FINANCIAL INSTRUMENTS




In
accordance with SFAS 157, the Company measures cash equivalents and marketable
securities at fair value.  Our cash equivalents and marketable
securities are classified within Level 1 or Level 2. This is because our cash
equivalents, marketable securities and other investments are valued using quoted
market prices or alternative pricing sources and models utilizing market
observable inputs.




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





Fair value measurement at reporting date usingDescription
                      
                      March 31,
                        2009
                      
                      
                      Quoted Prices in Active
                        Markets for Identical Assets
                        (Level 1)
                      
                      
                      Significant Other
                        Observable Inputs
                        (Level 2)
                      
                      
                      Significant
                        Unobservable Inputs
                        (Level 3)AssetsCash
      equivalents:Money
      market
                      
                      
                      247,302
                      
                      
                      
                      247,302
                      
                      
                      
                      —
                      
                      
                      
                      —Marketable
      securities:Mutual
      Funds
                      
                      
                      750,000
                      
                      
                      
                      750,000
                      
                      
                      
                      —
                      
                      
                      
                      —Preferred/FixedRate
      CapSecurities
                      
                      
                      25,000
                      
                      
                      
                      —
                      
                      
                      
                      25,000
                      
                      
                      
                      —Total
      assets
                      
                      $
                      1,022,302
                      
                      
                      $
                      997,302
                      
                      
                      $
                      25,000
                      
                      
                      $
                      —




No other
than temporary impairments were recognized for the three months ended March 31,
2009.




NOTE 6
-INCOME TAXES





As
of March 31, 2009 the Company had Federal and state net operating
losses of approximately $5,839,000, that are  subject  to
limitations. The losses are available to offset future income. The net
operating loss carryforwards will expire in various
years  through 2028.




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




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




March
      31,
                
                
                December
      31,2009
                
                
                2008Deferred
      tax asset due net operating losses
                
                $
                2,320,000
                
                
                $
                2,200,000Less:
      Valuation allowance
                
                
                (2,320,000
                )
                
                
                (2,200,000
                )Net
      deferred tax asset
                
                $
                —
                
                
                $
                —


16





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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





NOTE 7 -COMMON
STOCK





PRIVATE
PLACEMENT OFFERING





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





During
the second and third quarters of 2008 the Company accepted subscriptions for
9,915,943 shares of common stock, at a price of $.17 per share, resulting in
gross proceeds of One Million six hundred seventy-one thousand seven hundred and
ten Dollars ($1,671,710).  After legal costs and commissions the net
proceeds to the Company were approximately $1,559,000.  No other warrants
or options are associated with the stock purchase.  The common stock issued
to U.S. investors was sold based on an exemption from registration pursuant to
Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933 and the
common stock issued to non-U.S. investors was sold based on an exemption from
registration pursuant to Regulation S of the Securities Act of
1933.





COMMON
STOCK OUTSTANDING





As of
March 31, 2009 and December 31, 2008, 950,000,000 shares of common stock were
authorized at a par value of $.001 per share. As of the respective dates,
the Company had 221,854,881 shares issued and outstanding.





STOCK
WARRANTS





As
previously discussed, the Company issued 1,666,000 stock warrants during the
year ended December 31, 2005 and 49,434,000 stock warrants during the year ended
December 31, 2006 in connection with a stock purchase agreement, private
placement offerings, and a consulting agreement.  The following represents
the stock warrant activity during the years ended December 31, 2008 and quarter
ended March 31, 2009:





WeightedAverageWarrants
                
                
                PriceBalance,
      12/31/07
                
                
                51,100,000
                
                
                $
                .001Activity:Activity
      1/1/08-12/31/08-Warrants exercised
                
                
                (50,300,000
                )
                
                
                .001Balance,
      12/31/08
                
                
                800,000
                
                
                $
                .001Activity:Activity
      1/1/09-3/31/09-No Activity
                
                
                —
                
                
                
                —Balance,
      3/31/09
                
                
                800,000
                
                
                $
                .001





The
Company used the Black-Scholes option pricing model to determine the fair
value of the stock grants. The assumptions were applied as follows:





Risk
      Free Interest Rate
                  
                  
                  2.89
      - 3.23
                  %Expected
      Dividend Yield
                  
                  
                  0
                  %Expected
      Option Life
                  
                  3
      yearsExpected
      Stock Price Volatility
                  
                  
                  .01
      - .08
                  %





17




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE 8
- ACQUISITIONS
 
 The
summarized unaudited pro forma financial information for the quarter ended March
31, 2008 that follows assumes the acquisition of America’s Emergency Network,
LLC was consummated on January 1, 2008:


Three MonthsEndedMarch 31,2008SALES
                    
                    $
                    —COST
      OF SALES
                    
                    
                    —GROSS
      PROFIT
                    
                    
                    —SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES
                    
                    
                    115,171LOSS
      FROM OPERATIONS
                    
                    
                    (115,171
                    )OTHER
      INCOMEInterest
      income
                    
                    
                    11,985Total
      Other Income
                    
                    
                    11,985LOSS
      BEFORE INCOME TAXES
                    
                    
                    (103,186
                    )INCOME
      TAX BENEFIT
                    
                    
                    —NET
      LOSS
                    
                    $
                    (103,186
                    )LOSS
      PER SHARE - BASIC AND DILUTED
                    
                    $
                    (-
                    )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
                    
                    
                    221,854,881





NOTE 9
- DUE TO OFFICERS





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





NOTE 10
- PROPERTY AND EQUIPMENT





Property
and Equipment consist of the following:





Property and Equipment:
                      
                      Estimated
                        Life
                      
                      March 31, 2009
                      
                      
                      December 31, 2008Website
      development
                      
                      5
      Years
                      
                      $
                      267,928
                      
                      
                      
                      267,928Conference
      display
                      
                      5
      Years
                      
                      
                      8,559
                      
                      
                      
                      8,559Computer
      and software
                      
                      5
      Years
                      
                      
                      189,601
                      
                      
                      
                      158,010Installation
      Parts
                      
                      5
      Years
                      
                      
                      16,502
                      
                      
                      
                      16,502Leasehold
      improvements
                      
                      2
      Years
                      
                      
                      6,445
                      
                      
                      
                      6,445Furniture
                      
                      5
      Years
                      
                      
                      9,130
                      
                      
                      
                      9,130Total
      Property and Equipment
                      
                      
                      
                      $
                      498,165
                      
                      
                      
                      466,574Accumulated
      Depreciation
                      
                      
                      
                      
                      (141,354
                      )
                      
                      
                      (111,354
                      )Total
      Property and Equipment, Net
                      
                      
                      
                      $
                      356,811
                      
                      
                      
                      355,220


18


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





The
following is management's discussion and analysis of certain significant factors
that have affected our financial condition, results of operations and cash flows
during the periods included in the accompanying unaudited financial statements.
This discussion should be read in conjunction with the financial statements and
notes included in our Annual Report on Form 10-K.





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 development stage
company;





·
            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;





·
            the
      outcome of regulatory and litigation matters;
  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;


19


·
            changes
      in our pricing plans;





·
            timely
      development and acceptance of our
products;





·
            the
      markets of our domestic operations;





·
            the
      impact of competitive products and
pricing;





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





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





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





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





Overview





Brampton
Crest International, Inc, a Nevada corporation, was originally organized as
Selvac Corporation, a Delaware corporation. On September 28, 1982, Selvac
Corporation’s name was changed to Mehl/Biophile International Corporation. On
March 22, 2000, the Company reorganized as Hamilton-Biophile Companies. On
November 26, 2001, we re-domiciled to Nevada. Hamilton Biophile Companies
changed their name to Brampton Crest International, Inc., effective on November
9, 2004.





We 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.





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





During
the second and third quarters of 2008 the Company accepted subscriptions for
9,915,943 shares of common stock, at a price of $.17 per share, resulting in
gross proceeds of One Million six hundred seventy-one thousand seven hundred and
ten Dollars ($1,671,710).  After legal costs and commissions the net
proceeds to the Company were approximately $1,559,000.  No other warrants
or options are associated with the stock purchase.  The common stock issued
to U.S. investors was sold based on an exemption from registration pursuant to
Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933 and the
common stock issued to non-U.S. investors was sold based on an exemption from
registration pursuant to Regulation S of the Securities Act of
1933.





Business





Effective
March 2, 2007, our management announced that we had formed a wholly owned
subsidiary, White Peak Capital Group, Inc., a Florida corporation ("White Peak")
that will focus on making secured short and medium term loans. Effective July
2007, White Peak changed its name to Laurentian Peak Capital Group
(“Laurentian”).





Laurentian
generates business through an established network of finance industry contacts
developed by its management and by seeking the participation by other
originators known to the company management. Laurentian loans will be both short
and medium term, secured by accounts and trade receivables, real estate, credit
card receivables, equipment letters of credit and shares of stock. The
originators from whom Laurentian will purchase participations are established
companies known to Laurentian management.





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


20


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





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





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





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





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





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





During
2008, beta deployments of the AEN Network were installed in ten (10) Florida
governmental agencies. During Tropical Storm Fay and Hurricanes Gustav, Hanna
and Ike, governmental emergency management personnel successfully used AEN to
broadcast messages from the governor of Florida and other public officials. This
included storm forecasts, evacuation plans, school closings, shelter locations
and other critical information. Applicable localized information was carried
live by the South Florida Sun-Sentinel ( www.sunsentinel.com ), the Florida
Times-Union ( www.jacksonville.com ), the Miami Herald ( www.miamiherald.com ),
and the Fort Myers News-Press (www.news-press.com). Though neither AEN nor any
of these news sites actively promoted or advertised AEN’s feeds to the
public, except on the AEN’s and the news-sites’ home pages, the information
nonetheless was widely viewed. Feedback throughout the beta was very positive
from our governmental and media partners, and we have received several inquiries
from additional governmental agencies, media outlets and private companies
interested in utilizing our service – both in and out of Florida. In spite
of the favorable response to our beta program, our projected rate of revenue
growth has been adversely affected by the current downturn in the overall
economy; however, management remains optimistic and believes that overall
future anticipated demand for our services will continue to be robust. Our
management acknowledges that the economic downturn has created uncertainty in
both the size and administration of governmental budgets. To that end, the
Company is working with governmental entities whose budgets have been affected
to identify and acquire additional sources of funding, as necessary, to install
and maintain the AEN system.


21


During
the year ended December 31, 2008, AEN was also nominated for ITFlorida’s
Government Technology Leadership award, and ultimately was awarded first place
during a ceremony on October 6, 2008. AEN was presented the first place prize
during a ceremony that included recognition from several prominent governmental
figures, including an administrator for the SBA and Senator Bill Nelson.
ITFlorida is a state umbrella organization comprised of public and private
technology leaders and includes advocates for sound public policy to the
Governor, the Legislature and Enterprise Florida on issues and
initiatives.





In
addition to the continued development of its network and the successful conduct
of its initial beta testing, significant progress also was achieved in other
areas during the year ended December 31, 2008 and the first quarter of 2009,
both strategically and operationally.





AEN signed a strategic
agreement with Peacock Productions, a division of NBC News, which in turn is a
division of NBC Universal, Inc., pursuant to which AEN is to provide to Peacock
its expertise and experience on engineering and meteorological issues. In
return, AEN is provided with a revenue stream and an opportunity to actively
explore new potential uses and deployments of the AEN network with industry
leading, world-class brands. The agreement, which commenced on July 21, 2008 and
continues through April 30, 2009, contemplates close and regular interaction
between AEN and NBCU, and seeks AEN’s advice with respect to matters such as
growth opportunities in programming and technology. In addition, the agreement
explicitly acknowledges the parties’ intent to enter into good faith
negotiations concerning the possible integration of AEN technology into the NBC
and/or its affiliated companies, though neither party is under any firm
commitment to do so.





From an
operational perspective, during the year ended December 31, 2008 AEN leased
additional space within which it will house its headquarters through December 1,
2009. The management believes the new space is both cost-effective and
operationally conducive to the Company’s planned growth and
expansion. Located in Miami, Florida, the new space replaced the Company’s
former arrangement pursuant to which it shares office space with an unrelated,
third-party law firm.





In
addition, during the year ended December 31, 2008 AEN made two strategic hires,
adding over 40 years of additional experience to AEN’s management team. The
new hires each bring a significant amount of experience in scaling growth
oriented companies, generally, and in the creation, development, licensing,
distribution and protection of digital content, specifically. With these
additions to the management team, management will be able to more effectively
delegate day-to-day managerial responsibilities and focus on matters more
directly related to the expansion of the Company’s business and the achievement
of the Company’s strategic goals and vision. Subject to resource
availability and general business conditions, AEN plans on continuing to build
its team as it works toward emerging from a developmental stage beta to a
revenue-generating platform, particularly in the areas of sales, marketing and
engineering, with a focus on content acquisition and content
distribution.





In the
quarter ended March 31, 2009, a permanent network was deployed and the
conversion of the beta systems that were deployed in 2008 over to that network
was begun. The permanent network is an expanded version of the temporary beta
system with enhancement derived from the beta process as well as additional
security measures. In addition, sales plans and system packages were finalized
and detailed proposals were prepared. In addition, in response to the cutbacks
in government funding that occurred in 2008, the management elected to
accelerate the introduction of AEN technology into other markets less affected
by the economic climate. The process of packaging existing products for other
markets and introducing complementary products was begun and continues. Since
AEN’s products can lead to cost savings as well as additional content for media
outlets, we expect that simultaneous development of products for that market as
well as for government agencies will be beneficial.





THREE
MONTHS ENDED MARCH 31, 2009


COMPARED
TO THREE MONTHS ENDED MARCH 31, 2008





Sales
increased from $-0- for the three month period ended March 31, 2008 to $82,407
for the three month period ended March 31, 2009, primarily as a result of
revenues from the contract with Peacock Productions previously
discussed.





Costs of
sales increased from $-0- for the three month period ended March 31, 2008 to
$38,929 for the three month period ended March 31, 2009, primarily due to costs
associated with the Peacock Productions contract including personnel dedicated
to this contract.





Sales and
general and administrative expenses increased from $54,560 for the three month
period ended March 31, 2008 to $354,193 for the three month period ended March
31, 2009 due to costs associated with the AEN merger. The increase consists of
$214,671 of salary and payroll related expenses, including costs paid to
independent contractors of $38,797 for consultants and professional
fees.





Other
income (expenses) for the three months ended March 31, 2009 decreased by $10,222
due to reduction of interest income being earned on investments.





Net loss
increased to a net loss of $309,404 for the three month period ended March 31,
2009 from net loss of $43,027 for the three month period ended March 31, 2008,
due to the above analysis of Income and Expenses.





Current
Assets





Cash
decreased from $375,058 on December 31, 2008 to $247,302 on March 31, 2009,
primarily as a result the net loss for the quarter by the Company. In addition
marketable securities decreased from $1,025,000 on December 31, 2008 to $775,000
on March 31, 2009, also as a result of redemption of securities due to the loss
for the quarter.


22


Total
assets decreased from $1,803,369 on December 31, 2008 to $1,476,346
on March 31, 2009, primarily as a result of decrease in cash from
operations.





Current
liabilities decreased from $121,317 on December 31, 2008 to $103,698
on March 31, 2009, due to the payment of accounts payable incurred at year
end and paid in the first quarter of 2009.





Liquidity
and Capital Resources.





We are
financing our operations and other working capital requirements principally from
the receipt of proceeds from a private placements of our securities





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





During
the second and third quarter of 2008, the Company accepted subscriptions for
9,915,943 shares of common stock, at a price of $.17 per share, resulting in
gross proceeds of $1,671,710.  After legal costs and commissions
the net proceeds to the Company were approximately $1,559,000.  No
other warrants or options are associated with the stock purchase.  The
common stock issued to U.S. investors was sold based on an exemption from
registration pursuant to Section 4(2) and Rule 506 of Regulation D of the
Securities Act of 1933 and the common stock issued to non-U.S. investors was
sold based on an exemption from registration pursuant to Regulation S of the
Securities Act of 1933.





Management
intends to use the balance of the proceeds  from the offering
towards the implementation  of the business plan and to
provide  working  capital and/or for future expansion of the
Company's operations.





It is
probable the Company will require additional  capital in order to
operate its business and there are no assurances  the Company
will be able to raise that capital in the future.





CRITICAL
ACCOUNTING POLICIES





The
Securities and Exchange Commission issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure about Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on this definition, we
have identified the following significant policies as critical to the
understanding of our condensed financial statements. The preparation of our
condensed financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the condensed
financial statements and the reported amounts of expenses during the reporting
periods. Areas where significant estimation judgments are made and where actual
results could differ materially from these estimates are the carrying amount of
our intangible assets.





We
believe the following is among the most critical accounting policies that impact
our financial statements:





We
evaluate impairment of our long-lived assets by applying the provisions of SFAS
No. 144. In applying those provisions, we have not recognized any impairment
charge on our long-lived assets during the three-months ended March 31,
2009.





We
suggest that our significant accounting policies, as described in our financial
statements in the Summary of Significant Accounting Policies, be read in
conjunction with this Management's Discussion and Analysis of Financial
Condition and





-
Revenue Recognition





The
Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB
No. 104”). SAB 104 clarifies application of generally accepted accounting
principles related to revenue transactions. The Company also follows the
guidance in EITF Issue No. 00-21, Revenue Arrangements with Multiple
Deliverables ("EITF Issue No. 00-21"), in arrangements with multiple
deliverables.





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


23


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





In
certain cases, the Company enters into agreements with customers that involve
the delivery of more than one product or service. Revenue for such
arrangements is allocated to the separate units of accounting using the relative
fair value method in accordance with EITF Issue No. 00-21. The delivered item(s)
is considered a separate unit of accounting if all of the following criteria are
met: (1) thedelivered item(s) has value to the customer on a standalone basis,
(2) there is objective and reliable evidence of the fair value of the
undelivered item(s) and (3) if the arrangement includes a general right of
return, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor. If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement, the arrangement consideration is
allocated to the separate units of accounting based on their relative fair
values.





Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through March 31,
2009. Therefore, a sales return allowance has not been established since
management believes returns will be insignificant.





WHERE
YOU CAN FIND MORE INFORMATION





You are
advised to read this Form 10-Q in conjunction with other reports and documents
that we file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q, Annual report on Form 10-K, and Current Reports
on Form 8-K that we file from time to time. You may obtain copies of these
reports directly from us or from the SEC at the SEC’s Public Reference Room at
100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about
obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains information for electronic filers at its website
http://www.sec.gov.





ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





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





ITEM
4T. CONTROLS AND PROCEDURES




(a)
            Evaluation
      of Disclosure Controls and
Procedures




As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act).  Based upon this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, at March 31, 2009, our disclosure controls and procedures are ineffective
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and
forms.




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




(b)
            Changes
      in Internal Controls




During
the quarter ended March 31, 2009, 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.


24


PART II
OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





The
Company is not a party to any litigation and, to its knowledge, no action, suit
or proceeding has been threatened against the Company.





ITEM 1A
- RISK FACTORS





An
investment in our common stock involves a high degree of risk. You should
carefully consider the following information about these risks, together with
the other information contained in this Quarterly Report on Form 10-Q, before
investing in our common stock. If any of the events anticipated by the risks
described below occur, our results of operations and financial condition could
be adversely affected which could result in a decline in the market price of our
common stock, causing you to lose all or part of your investment.  We
have updated the risk factors previously disclosed in our Annual Report on Form
10–K for the year ended December 31, 2008, which was filed with the
Securities and Exchange Commission on April 1, 2009 (the “Fiscal 2008 10–K”). We
believe there are no changes that constitute material changes from the risk
factors previously disclosed in the Fiscal 2008 10–K except as updated and
disclosed below.





POSSIBLE
“PENNY STOCK” REGULATION





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





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





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





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





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





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





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





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





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


25


RISKS
RELATING TO OWNERSHIP OF OUR COMMON STOCK





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





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





·
            Changes
      in or failure to meet market
expectations;





·
            Fluctuations
      in stock market price and volume


WE
DO NOT INTEND TO PAY DIVIDENDS





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





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





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





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





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





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





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


26


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





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





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





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





FINRA
SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY AND
SELL OUR STOCK.





In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (FINRA) has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock and have an adverse effect on
the market for our shares.





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





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


27


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





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





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





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





There
were no changes in securities and small business issuer purchases of equity
securities during the period ended March 31, 2009





ITEM 3. DEFAULTS UPON SENIOR
SECURITIES





There
were no defaults upon senior securities during the period ended March 31,
2009.





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





There
were no matters submitted to the vote of securities holders during the period
ended March 31, 2009.





ITEM
5. OTHER INFORMATION





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





ITEM
6. EXHIBITS





Exhibits:





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


28


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(b) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Miami, Florida,
on October 6, 2009.





BRAMPTON
CREST INTERNATIONAL INC.





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


29