U.S.SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.20549

                                   ----------

                                   FORM 10-QSB

                                   ----------

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                       Commission file number 000-1321002

                        BRAMPTON CREST INTERNATIONAL INC.
                 (Name of small business issuer in its charter)

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

               1224 Washington Avenue, Miami Beach, Florida 33139
              (Address and Zip Code of Principal Executive Offices)

                  Registrant's Telephone Number: (305) 531-1174

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, $0.001 par value per share
                                (Title of Class)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

As of May 11, 2007, 51,518,710 shares of $.001 par value common stock were
issued and outstanding.

Transitional Small Business Disclosure Format (check one) Yes |_| No |X|

Indicate if the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes |_| No |X|

<PAGE>

                        BRAMPTON CREST INTERNATIONAL INC.

                                                                            Page
                                                                            ----
Part I.   Financial Information

Item 1.   Consolidated Condensed Financial Statements and Notes to
            Financial Statements                                             F-1

          (a)  Consolidated Condensed Balance Sheets as of March 31, 2007
               and December 31, 2006 (unaudited)                             F-2

          (b)  Consolidated Condensed Statements of Operations for the
               Three Months Ended March 31, 2007 and 2006 (unaudited)        F-3

          (c)  Consolidated Condensed Statements of Cash Flow for the
               Three Months Ended March 31, 2007 and 2006 (unaudited)        F-4

          (d)  Notes to Consolidated Condensed Financial Statements
               (unaudited)                                                   F-5

Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         12

Item 3.   Controls and Procedures                                             14

Part II.  Other Information                                                   15

Item 1.   Legal Proceedings                                                   15

Item 2.   Changes in Securities and Small Business Issuer Purchases of
            Equity Securities                                                 15

Item 3.   Defaults Upon Senior Securities                                     15

Item 4.   Submission of Matters to a Vote of Security Holders                 15

Item 5.   Other Information                                                   15

Item 6.   Exhibits                                                            15

Signatures                                                                    16

<PAGE>

PART I FINANCIAL INFORMATION

General

      The accompanying reviewed financial statements have been prepared in
accordance with the instructions to Form 10-QSB. Therefore, they do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flow, and stockholders' equity in
conformity with generally accepted accounting principles. Except as disclosed
herein, there has been no material change in the information disclosed in the
notes to the financial statements included in the Company's registration
statement on Form 10-KSB for the year ended December 31, 2006 (audited) and the
quarter ended March 31, 2007. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the quarter ended March 31, 2007 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2007.


                                       F-1

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)

                                              March 31,   December 31,
                                                2007          2006
                                             ----------   -----------
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                  $  822,726    $  864,676
  Inventory                                       2,117         2,250
                                             ----------    ----------
    Total current assets                        824,843       866,926
                                             ----------    ----------
PROPERTY AND EQUIPMENT
  Office furniture                                  834           834
  Accumulated depreciation                         (294)         (234)
                                             ----------    ----------
    Total property and equipment                    540           600
                                             ----------    ----------
TOTAL ASSETS                                 $  825,383    $  867,526
                                             ==========    ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                           $   14,815    $   22,868
                                             ----------    ----------
STOCKHOLDERS' EQUITY
  Common stock                                   51,518        51,518
  Additional paid-in capital                  1,589,900     1,589,900
  Accumulated deficit                          (830,850)     (796,760)
                                             ----------    ----------
    Total stockholders' equity                  810,568       844,658
                                             ----------    ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $  825,383    $  867,526
                                             ==========    ==========

    See accompanying notes to the unaudited Consolidated Condensed Financial
                                   Statements


                                       F-2

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                    Three Months   Three Months
                                       Ended          Ended
                                      March 31,      March 31,
                                        2007           2006
                                    ------------    -----------

SALES                                $       745    $     2,112
COST OF SALES                                459            622
                                     -----------    -----------
  GROSS PROFIT                               286          1,490
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                 46,579         34,473
                                     -----------    -----------
LOSS FROM OPERATIONS                     (46,293)       (32,983)
                                     -----------    -----------
OTHER INCOME (EXPENSES)
  Interest income                         12,203         11,040
                                     -----------    -----------
    Total Other Income                    12,203         11,040
                                     -----------    -----------
LOSS BEFORE INCOME TAXES                 (34,090)       (21,943)
INCOME TAX BENEFIT                            --             --
                                     -----------    -----------
NET LOSS                             $   (34,090)   $   (21,943)
                                     ===========    ===========
LOSS PER SHARE -
  BASIC AND DILUTED                  $     (0.00)   $     (0.00)
                                     ===========    ===========
WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED     51,518,710     51,518,710
                                     ===========    ===========

    See accompanying notes to the unaudited Consolidated Condensed Financial
                                   Statements


                                       F-3

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                     Three Months   Three Months
                                                         Ended          Ended
                                                       March 31,      March 31,
                                                         2007           2006
                                                     ------------   ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:

  Net loss                                             $(34,090)      $(21,943)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation                                             60            115
    Changes in operating assets and liabilities:
    Decrease in:
      Inventory                                             133            622
        (Decrease) in:
      Accounts payable and accrued expenses              (8,053)        (2,527)
                                                       --------       --------
Net Cash Used In Operating Activities                   (41,950)       (23,733)
                                                       --------       --------
Net Cash Provided By (Used In) Investing Activities          --             --
                                                       --------       --------
Net Cash Provided by (Used In) Financing Activities          --             --
                                                       --------       --------
NET DECREASE IN CASH AND CASH EQUIVALENTS               (41,950)       (23,733)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          864,676        930,911
                                                       --------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD               $822,726       $907,178
                                                       ========       ========
SUPPLEMENTAL DISCLOSURE OF CASH
  FLOWS INFORMATION:
  Interest paid during the period                      $     --       $     --
                                                       ========       ========
  Income taxes paid during the period                  $     --       $     --
                                                       ========       ========

    See accompanying notes to the unaudited Consolidated Condensed Financial
                                   Statements


                                       F-4

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               For the Three Months Ended March 31, 2007 and 2006

NOTE 1 - BASIS OF PRESENTATION

      The accompanying unaudited consolidated condensed financial statements,
      which are for interim periods, do not include all the information and
      footnote disclosures provided in the annual consolidated financial
      statements. These unaudited consolidated condensed financial statements
      should be read in conjunction with the financial statements and footnotes
      thereto contained in the Form 10-KSB for the year ended December 31, 2006
      of Brampton Crest International, Inc. as filed with the U.S. Securities
      and Exchange Commission. The summary December 31, 2006 balance sheet was
      derived from audited financial statements but does not include all
      disclosures required by generally accepted accounting principles at
      December 31, 2006.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      ORGANIZATION AND CAPITALIZATION

      Brampton Crest International, Inc., formerly known as Hamilton-Biophile
      Companies ("the Company"), a Nevada corporation, was formerly organized as
      Mehl/Biophile International Corporation. On March 22, 2000, the Company
      was reorganized as Hamilton-Biophile Companies. Effective November 9,
      2004, the Company changed its name to Brampton Crest International, Inc.

      On January 3, 2000, the Company filed a petition for Chapter 11
      reorganization in US Bankruptcy Court, Eastern District of California. On
      March 27, 2001, the Court confirmed the Plan of Reorganization and on July
      3, 2003, the bankruptcy case was closed. On March 22, 2004, the bankruptcy
      case was reopened to implement the confirmed plan and complete a stock
      purchase agreement. On November 24, 2004, the court confirmed the Plan of
      Reorganization and the bankruptcy case was closed.

      BUSINESS

      The Company was originally engaged in the sale and distribution of
      consumer personal care products and professional laser hair removal. Prior
      to the bankruptcy filing, the Company had already lost substantially all
      of its assets to a creditor and business activities were reduced to a
      minimum. Following the bankruptcy and through March 31, 2007, business
      activities were kept at a minimum.

      Effective March 2, 2007, the Company announced that it had formed a wholly
      owned subsidiary, White Peak Capital Group, Inc., a Florida corporation
      ("White Peak") that will focus on making secured short and medium term
      loans.

      White Peak will generate its own business through an established network
      of finance industry contacts developed by its management and by seeking
      participations with other originators, known to the company management.
      White Peak 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 White
      Peak will purchase participations are established companies known to White
      Peak management.

      White Peak is in the process of applying for a license as a mortgage
      lender. The application is currently being reviewed by the State of
      Florida

      The Company will continue the business of marketing and selling consumer
      cosmetics and non-prescription dermatology products through the use of one
      independent sales consultant in Florida. As sales have been continuously
      lackluster, the Company has decided to re-focus its energies and resources
      into the development and implementation of White Peak's operation as well
      as finding a suitable business combination.

      USE OF ESTIMATES

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


                                       F-5

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS For
                 the Three Months Ended March 31, 2007 and 2006

      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, 2007 and
      December 31, 2006, the Company had cash equivalents in the amount of
      approximately $822,000 and $864,000 respectively, all in low risk
      investments.

      ACCOUNTS RECEIVABLE

      The Company conducts business and extends credit based on the evaluation
      of its customers' financial condition, generally without requiring
      collateral. 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.

      INVENTORY

      Inventory is comprised of finished goods of consumer personal care
      products and is stated at lower of cost or market.

      REVENUE RECOGNITION

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

      PROPERTY AND EQUIPMENT

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

      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 basis 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.

      EARNINGS (LOSS) PER SHARE

      Earnings (loss) per share is computed in accordance with SFAS No. 128,
      "Earnings per Share". Basic earnings (loss) per share is computed by
      dividing net income (loss), after deducting preferred stock dividends
      accumulated during the period, by the weighted-average number of shares of
      common stock outstanding during each period. Diluted earnings per share is
      computed by dividing net income by the weighted-average number of shares
      of common stock, common stock equivalents and other potentially dilutive
      securities outstanding during the period. The outstanding warrants at
      March 31, 2007 and 2006 respectively are anti-dilutive and therefore are
      not included in earnings (loss) per share.

      ACCOUNTING FOR STOCK-BASED COMPENSATION

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


                                       F-6

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               For the Three Months Ended March 31, 2007 and 2006

      ACCOUNTING FOR STOCK-BASED COMPENSATION (CONTINUED)

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

      NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS


      Effective December 31, 2006, we adopted 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 SPAS 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 we determine
      whether the benefit of our tax positions is more likely than not to be
      sustained upon audit, based on the technical merits of the tax position.
      For tax positions that are more likely than not to be sustained upon
      audit, we recognize the greatest amount of the benefit that is more likely
      than not to be sustained in our condensed consolidated financial
      statements. For tax positions that are not more likely than not to be
      sustained upon audit, we do not recognize any portion of the benefit in
      our condensed consolidated financial statements. The provisions of FIN 48
      also provide guidance on derecognition, classification, interest and
      penalties, accounting in interim periods, and disclosure. Our policy for
      interest and penalties under FIN 48, related to income tax exposures was
      not impacted as a result of the adoption of the recognition and
      measurement provisions of FIN 48. Therefore, we continue to recognize
      interest and penalties as incurred within "income taxes" in our condensed
      consolidated statements of operations, when applicable. There was no
      change to our accumulated deficit as of December 31, 2006 as a result of
      the adoption of the recognition and measurement provisions of F1N48 We did
      identify certain potential liabilities that would have met the pre FIN 48
      accruals criteria, discussed above, and therefore recorded the adjustment
      through our income tax provision in the current period, as it was not
      material to any periods impacted

      In September 2006, the FASB issued Statement of Financial Accounting
      Standards No. 157, "Fair Value Measurements" ("FAS 157"). This Statement
      defines fair value as used in numerous accounting pronouncements,
      establishes a framework for measuring fair value in generally accepted
      accounting principles and expands disclosure related to the use of fair
      value measures in financial statements. The Statement is to be effective
      for the Company's financial statements issued in 2008; however, earlier
      application is encouraged. The Company is currently evaluating the timing
      of adoption and the impact that adoption might have on its financial
      position or results of operations.

      In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities. SFAS No. 159 permits entities
      to choose to measure eligible financial instruments at fair value. The
      unrealized gains and losses on items for which the fair value option has
      been elected should be reported in earnings. The decision to elect the
      fair value options is determined on an instrument by instrument basis, it
      should be applied to an entire instrument, and it is irrevocable. Assets
      and liabilities measured at fair value pursuant to the fair value option
      should be reported separately in the balance sheet from those instruments
      measured using another measurement attribute. SFAS No. 159 is effective as
      of the beginning of the first fiscal year that begins after November 15,
      2007. The Company is currently analyzing the potential impact of adoption
      of SFAS No. 159 to its 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 financial
      statements upon adoption.


                                       F-7

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               For the Three Months Ended March 31, 2007 and 2006

      Recent accounting pronouncements (continued)

      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 4 - RELATED PARTY TRANSACTION

      The Company occupies office space on "as need" basis in Miami Beach,
      Florida. The space is provided rent-free by the Company's General Counsel.
      Due to the limited amount of time the office space is utilized by the
      Company its value is deemed to be immaterial.

      NOTE 5 - COMMON STOCK

      PRIVATE PLACEMENT OFFERING

      On November 1, 2004 the Company entered into a private placement agreement
      which was completed during December 2004, when all restrictions were
      lifted and the funds were released from escrow. The Company sold 8,334,000
      units for $.15 per unit for a total price of $1,250,100. Each unit
      consists of one share of common stock and a warrant to purchase one
      additional share of common stock a $.001 per share. The warrants expire in
      December 2007. The warrants were valued, utilizing the Black-Scholes
      option pricing model. Accordingly, the total proceeds of $1,250,100 were
      allocated to the common stock (allocated $626,948) and the warrants
      (allocated $623,152) on a prorata basis. The allocated value of the
      warrants has been recorded as additional paid-in-capital.

      On January 11, 2005, the Company sold a similar 1,666,000 units at $.15
      per unit for a total sale price of $249,900. Each unit consisted of 1
      share of common stock and one warrant to purchase one additional share of
      common stock at $.001 per share. The warrants expire in January 2008. The
      warrants were valued, utilizing the Black-Scholes option pricing model.
      Accordingly, the total proceeds were allocated to the common stock
      (allocated $125,327) and the warrants (allocated $124,573) on a pro-rata
      basis. The allocated value of the warrants has been recorded as additional
      paid in capital.

      COMMON STOCK OUTSTANDING

      As of March 31, 2007 and December 31, 2006, common stock of 100,000,000
      shares were authorized at a par value of $.001 per share. As of the
      respective dates the Company had 51,518,710 shares issued and outstanding.

      STOCK WARRANTS

      As previously discussed, the Company issued 1,666,000 stock warrants
      During the year ended December 31, 2005 and 48,434,000 stock warrants
      during the year ended December 31, 2006 in connection with a stock
      purchase agreement, private placement offerings, and a consulting
      agreement. The following represents the stock warrant activity during the
      year ended December 31, 2006 and the three months ended March 31, 2007.

                                                    Weighted
                                                     Average
                                        Warrants      Price
                                       ----------   --------
      Beginning Balance, 1/1/06        50,145,000     $.001
      Warrants expired (March 2006)       (45,000)    $.200
                                       ----------     -----
      Balance, 12/31/06                50,100,000     $.001
      Activity:
        1/1/07 to 3/31/07                      --        --
                                       ----------     -----
      Balance, 3/31/07                 50,100,000     $.001


                                       F-8

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               For the Three Months Ended March 31, 2007 and 2006

      NOTE 6 - OTHER MATTERS

      CONSULTING AGREEMENT

      Effective February 1, 2007 the Company entered into a four month
      consulting contract by and between White Peak and its Vice President, Tsvi
      Katsir. Pursuant to the agreement, Mr. Katsir is entitled to receive a
      Consulting fee of $13,333 and an option to acquire 200,000 shares of
      Brampton Crest International, Inc.'s common stock, par value $.01 per
      share at a price equal to the offering price in a future private placement
      memorandum or public offering. The Option shall be delivered at the time
      the offering of the private placement or public offering is commenced,
      whichever is sooner.


                                       F-9

<PAGE>

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

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

Management's Discussion and Analysis of Results of Financial Condition and
Results of Operations ("MD&A") should be read in conjunction with the
consolidated condensed financial statements included herein. Further, this
quarterly report on Form 10-QSB should be read in conjunction with the Company's
Financial Statements and Notes to Financial Statements included in Report on
Form 10-KSB for the year ended December 31, 2006.

Overview

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

The Company filed a Form 10-SB on December 16, 2004, and on May 17, 2005 became
a reporting company pursuant to the Securities Exchange Act of 1934, as amended.
The Company's 15C-211 filed on October 3, 2005 to list its securities on the
Bulletin Board Exchange was approved on November 30, 2005 and the stock now
trades under the ticker symbol BRCI.OB.

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

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

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

Business

Effective March 2, 2007, the Company announced that it had formed a wholly owned
subsidiary, White Peak Capital Group, Inc., a Florida corporation ("White Peak")
that will focus on making secured short and medium term loans.

White Peak will generate its own business through an established network of
finance industry contacts developed by its management and by seeking
participations with other originators, known to the company management. White
Peak 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 White Peak will purchase
participations are established companies known to White Peak management.


                                       12

<PAGE>

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

The Company will continue the business of marketing and selling consumer
cosmetics and non-prescription dermatology products through the use of one
independent sales consultant in Florida. As sales have been continuously
lackluster, the Company has decided to re-focus its energies and resources into
the development and implementation of White Peak's operation as well as finding
a suitable business combination.

In conjunction with developing our business, management has determined that it
would be prudent to acquire or merge with an entity that has the ability to
generate revenues that would serve to enhance shareholder value and limit our
need to pursue any additional funding in the future. To this end, we have
entered into a non-exclusive agreement with Merrill Lynch, Pierce, Fenner &
Smith Incorporated whereby the Company seeks advisory and other corporate
finance services and assistance in acquiring a business or entering into a
business combination. Merrill Lynch has agreed to provide advisory services in
connection with acquisitions, recapitalization, sale of business and or other
corporate finance services. Management intends to actively pursue a business
transaction that will enhance shareholder value through amalgamation with a
revenue producing business to assist in acquiring a business or entering into a
business combination. In addition, management will seek other business
opportunities to achieve our objectives. There are no merger or acquisition
candidates as of the date herein.

                        THREE MONTHS ENDED MARCH 31, 2007
                  COMPARED TO THREE MONTHS ENDED MARCH 31, 2006

Sales decreased from $2,112 for the three month period ended March 31, 2006 to
$745 for the three month period ended March 31, 2007, primarily as a result of
poor market conditions.

Costs of sales decreased from $622 for the three month period ended March 31,
2006 to $459 for the three month period ended March 31, 2007, primarily due to
the decrease of sales of the Company's products.

Selling, general and administrative expenses increased from $34,473 for the
three month period ended March 31, 2006 to $46,579 for the three month period
ended March 31, 2007 due to costs associated with the start up of the new
subsidiary White Peak Capital.

Other income (expenses) for the three months ended March 31, 2007 increased by
$1,163 due to interest income being earned on investments.

Net loss increased from a net loss of $21,943 for the three month period ended
March 31, 2006 to net loss of $34,090 for the three month period ended March 31,
2007, due to the above analysis of Income and Expenses.

Current Assets

Cash decreased from $864,676 at December 31, 2006 to $822,726 at March 31, 2007,
primarily as a result of the loss realized by the Company in the current
quarter.

Total assets decreased from $867,526 at December 31, 2006 to $825,383 at March
31, 2007, primarily as a result of the decrease in cash as a result of the loss
realized by the Company in the current quarter.

Current liabilities decreased from $22,868 at December 31, 2006 to $14,815 at
March 31, 2007, due to the additional accounts payable paid for legal and
professional fees outstanding at the end of the year and paid in the current
quarter.


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<PAGE>

Liquidity and Capital Resources.

We are financing our operations and other working capital requirements
principally from the receipt of proceeds in the amount of $1,250,100 from a
private placement of our securities in 2004 and an additional sale of 1,666,000
units for total proceeds of $249,900 in 2005. Management intends to use the
proceeds from the offering and the additional stock sale, towards the
implementation of the business plan (including finding an appropriate revenue
producing business opportunity) and to provide working capital for future
expansion of the Company's operations.

ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")). Disclosure controls and procedures
are the controls and other procedures that we designed to ensure that we record,
process, summarize and report in a timely manner the information we must
disclose in reports that we file with or submit to the Securities and Exchange
Commission under the Exchange Act. Based on this evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this
report.

Disclosure controls and procedures are controls and procedures that are designed
to ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our principal executive
officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting.

During the quarter ended March 31, 2007, there was no change in our internal
control over financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.


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<PAGE>

                            PART II OTHER INFORMATION

Item 1. Legal Proceedings

      Not applicable

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
        Securities

      Not applicable

Item 3. Defaults Upon Senior Securities

      Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

      None.

Item 5. Other Information

      Not applicable

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.


                                       15

<PAGE>

                                   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 Beach, Florida, on
May 9, 2007.

                                      BRAMPTON CREST INTERNATIONAL INC.


Date: May 11, 2007                     By: /s/ Robert Wineberg
                                          --------------------------------------
                                          Robert Wineberg
                                          President, Principal Executive Officer


Date: May 11, 2007                     By: /s/ Brad Hacker
                                          --------------------------------------
                                          Brad Hacker
                                          Chief Financial Officer


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