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 SEPTEMBER 30, 2005

                                       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:  (i) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

As of November 4, 2005, there were 51,518,656 shares of the Registrant's  common
stock issued and outstanding.

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

<PAGE>

                        BRAMPTON CREST INTERNATIONAL INC.

Part I. Financial Information                                               Page

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

      (a)   Condensed Balance Sheets as of September 30, 2005 (unaudited)
            and December 31, 2004 (restated)                                 F-2

      (b)   Statements of Operations for the Three Months Ended September
            30, 2005 and 2004 (unaudited)                                    F-3

      (c)   Statements of Operations for the Nine Months Ended September 30,
            2005 and 2004 (unaudited)                                        F-4

      (d)   Statements of Cash Flow for the Nine Months Ended September 30,
            2005 and 2004 (unaudited)                                        F-5

      (e)   Notes to Financial Statements (unaudited)                        F-6

Item 2.  Management's  Discussion and Analysis of Financial  Condition
and Results of Operations                                                     1

Item 3. Controls and Procedures                                               7

Part II. Other Information                                                    8

Item 1. Legal Proceedings                                                     8

Item 2. Changes in Securities and Small Business Issuer  Purchases of
Equity Securities                                                             8

Item 3. Defaults Upon Senior Securities                                       8

Item 4. Submission of Matters to a Vote of Security Holders                   8

Item 5. Other Information                                                     8

Item 6. Exhibits                                                              8

Signatures                                                                    9

<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-SB for the year ended  December 31, 2004  (audited) and the
quarter ended September 30, 2005. In the opinion of management,  all adjustments
considered  necessary for a fair  presentation  of the results of operations and
financial  position have been included and all such  adjustments are of a normal
recurring nature. Operating results for the quarter ended September 30, 2005 are
not  necessarily  indicative  of the results  that can be expected  for the year
ended December 31, 2005.

                                       F-1

<PAGE>

                        BRAMPTON CREST INTERNATIONAL INC.

                              FINANCIAL STATEMENTS

                               September 30, 2005

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                                 BALANCE SHEETS

                                                   September 30,    December 31,
                                                       2005             2004
                                                    -----------     -----------
                                                    (Unaudited)      (Restated)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                       $   1,000,940     $   903,310
  Acounts receivable                                        170              --
  Inventory                                              17,966          10,000
  Prepaid consulting/expenses                             4,216          15,000
                                                    -----------     -----------

    Total current assets                              1,023,292         928,310
                                                    -----------     -----------
PROPERTY AND EQUIPMENT
  Office Furniture                                          834             -0-
                                                    -----------     -----------
    Total property and equipment                            834             -0-
                                                    -----------     -----------
TOTAL ASSETS                                        $ 1,024,126    $   928,310
                                                    ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                  $    13,389     $    19,298
                                                    -----------     -----------

CONTINGENCY
  Reserve for settlement in litigation                       --         100,000
                                                    -----------     -----------

STOCKHOLDERS' EQUITY
  Common stock                                           51,518          49,752
  Additional paid-in capital                          1,589,900       1,241,766
  Accumulated deficit                                  (630,681)       (482,506)
                                                    -----------     -----------

    Total stockholders' equity                        1,010,737         809,012
                                                    -----------     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 1,024,126     $   928,310
                                                    ===========     ===========

The accompanying notes are an integral part of these financial statements.

                                       F-2

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                            Three Months          Three Months
                                                Ended                Ended
                                            September 30,         September 30,
                                                2005                  2004
                                            ------------          ------------
                                                                   (Debtor-in-
                                                                   possession)

SALES                                       $         --          $         --

COST OF SALES                                         --                    --
                                            ------------          ------------

  GROSS PROFIT                                        --                    --

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                          36,021               167,956
                                            ------------          ------------

LOSS FROM OPERATIONS                             (36,021)             (167,956)
                                            ------------          ------------

OTHER INCOME (EXPENSES)
  Loss on write-off of loan receivable                --                    --
  Other income - Bulk sale of
    various assets and liabilities to
    related party                                     --                    --
  Interest expense                                    --                    --
  Interest income                                  7,734                    --
                                            ------------          ------------

     Total Other Income                            7,734                    --
                                            ------------          ------------

LOSS BEFORE INCOME TAXES                         (28,287)             (167,956)

INCOME TAX BENEFIT                                    --                    --
                                            ------------          ------------

NET LOSS                                    $    (28,287)         $   (167,956)
                                            ============          ============

LOSS PER SHARE -
 BASIC AND DILUTED                          $      (0.00)         $      (0.28)
                                            ============          ============

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING - BASIC AND DILUTED              51,518,649               600,582
                                            ============           ============

The accompanying notes are an integral part of these financial statements.

                                       F-3

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                  Nine Months       Nine Months
                                                    Ended             Ended
                                                September 30,      September 30,
                                                    2005               2004
                                                 ------------      ------------
                                                                    (Debtor-in-
                                                                    possession)

SALES                                            $      2,237      $        287

COST OF SALES                                           1,221                --
                                                 ------------      ------------

  GROSS PROFIT                                          1,016               287

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                              165,916           323,916
                                                 ------------      ------------

LOSS FROM OPERATIONS                                 (164,900)         (323,629)
                                                 ------------      ------------

OTHER INCOME (EXPENSES)
  Loss on write-off of loan receivable                     --           (10,657)
  Other income - Bulk sale of
    various assets and liabilities to
    related party                                          --           132,044
  Interest expense                                         --            (2,700)
  Interest income                                      16,725                --
                                                 ------------      ------------

     Total Other Income                                16,725           118,687
                                                 ------------      ------------

LOSS BEFORE INCOME TAXES                             (148,175)         (204,942)

INCOME TAX BENEFIT                                         --                --
                                                 ------------      ------------

NET LOSS                                         $   (148,175)     $   (204,942)
                                                 ============      ============

LOSS PER SHARE -
 BASIC AND DILUTED                               $      (0.00)     $      (0.34)
                                                 ============      ============

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING - BASIC AND DILUTED                   50,658,105           600,582
                                                 ============      ============

The accompanying notes are an integral part of these financial statements.

                                       F-4

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                  Nine Months       Nine Months
                                                    Ended             Ended
                                                September 30,      September 30,
                                                    2005               2004
                                                 ------------      ------------
                                                                    (Debtor-in-
                                                                     possession)

CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net loss                                            $  (148,175)   $  (204,942)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation                                               --          2,355
   Gain on transfer of net liabilities
        bulk sale agreement                                   --       (132,044)
   Changes in operating assets and liabilities:
   (Increase) decrease in:
     Inventory                                            (7,966)            --
     Accounts receivable                                    (170)            --
     Prepaid and other current assets                     10,784          2,948
    Increase (decrease) in:
     Accounts payable and accrued expenses                (5,909)           433
                                                     -----------    -----------

Net Cash Used In Operating Activities                   (151,436)      (331,250)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Proceeds of loan from related party                          --        331,255
 Purchase of property and equipment                         (834)            -0-
                                                     -----------    -----------

Net Cash Provided by (Used in) Investing Activities         (834)        331,255
                                                     -----------    -----------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Proceeds from sale of common stock                      249,900             --
                                                     -----------    -----------

Net Cash Provided by Financing Activities                249,900             --
                                                     -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                 97,630              5

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD           903,310             --
                                                     -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD             $ 1,000,940    $         5
                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOWS INFORMATION:
  Interest paid during the period                    $        --    $        --
                                                     ===========    ===========
  Income taxes paid during the period                $        --    $        --
                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES

  Contingency reserve for settlement in litigation
    satisfied with issuance of common stock          $   100,000    $        --
                                                     ===========    ===========

The accompanying notes are an integral part of these financial statements.

                                       F-5

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

                       BRAMPTON CREST INTERNATIONAL, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

              For the Nine Months Ended September 30, 2005 and 2004


NOTE  1 - BASIS OF PRESENTATION

      The accompanying financials statements,  which are for interim periods, do
      not include all disclosures provided in the annual financials  statements.
      These unaudited  financial  statements  should be read in conjunction with
      the financial  statements and footnotes contained thereto contained in the
      Form  10-SB  for the  year  ended  December  31,  2004 of  Brampton  Crest
      International,  Inc.  as  filed  with  the U.S.  Securities  and  Exchange
      Commission.  The summary  December 31, 2004 balance sheet was derived from
      restated audited financial statements but does not include all disclosures
      required by generally accepted accounting principles at December 31, 2004.

      In the opinion of the Company's  management,  the  accompanying  unaudited
      financials  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.

                                      F-6

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      The Company's  authorized  capital stock consisted of 60,000,000 shares of
      common stock, no par value, and 200,000 shares of preferred stock, $10 par
      value, $1,000 stated value through November 2004.

      During 2004, in accordance  with the Plan of  Reorganization,  the Company
      cancelled 12,851 shares of preferred stock.

      On November 9, 2004 the Company  recapitalized its authorized common stock
      from  60,000,000  shares,  no par common  stock to  200,000,000  shares of
      common stock,  $0.001 par value. The Company also increased its authorized
      preferred stock from 200,000 shares to 25,000,000 shares.

      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 September 30, 2005, business
      activities were still kept at a minimum.

      FINANCIAL STATEMENT PRESENTATION

      The financial  statements as of and for the period January 1, 2004 through
      November  24, 2004 have been  prepared in  accordance  with  Statement  of
      Position   90-7  (SOP   90-7),   Financial   Reporting   by   Entities  in
      Reorganization  Under the Bankruptcy Code. The financial  statements as of
      and for the period  November  24,  2004 to December  31, 2004  reflect the
      Company's adoption of fresh start accounting in accordance with SOP 90-7.

      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-7

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      CASH AND CASH EQUIVALENTS

      The Company considers all highly liquid  investments with an original term
      of three months or less to be cash equivalents. At September 30, 2005, the
      Company  had cash  equivalents  in the  amount of  approximately  $975,000
      invested in income securities.

      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   micro-dermabrasion   devices   along  with
      non-prescription  skin care products to be sold as consumer  personal care
      products.  The total  inventory  is  classified  as finished  goods and is
      stated at lower of cost or market.

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

      The Company reviews  long-lived  assets for impairment  whenever events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be  recoverable.  Recoverability  of  assets  to be held  and  used is
      measured  by a  comparison  of the  carrying  amount of an asset to future
      undiscounted  cash flows  expected to be generated  by the asset.  If such
      assets are  considered to be impaired,  the impairment to be recognized is
      measured by the amount by which the carrying  amount of the assets exceeds
      the fair value.  Assets to be disposed of are reported at the lower of the
      carrying amount or fair value less costs to sell.

      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

                                      F-8

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      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.

      GOODWILL

      In November 2004, the Company recognized  $422,227 in goodwill as a result
      of the  application  of fresh  start  accounting  (see Note 3). Due to the
      uncertainty  of  the  estimated  future  cash  flows  and  the  challenges
      encountered by the reorganization, management has determined that goodwill
      was  impaired and should be fully  written  off. As a result,  the Company
      recognized a loss from  impairment of goodwill of $422,227 at December 31,
      2004.

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      The Company's  financial  instruments  consist primarily of cash, accounts
      payable and  accrued  expenses,  and debt.  The  carrying  amounts of such
      financial  instruments  approximate their respective  estimated fair value
      due to the short-term  maturities and 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.

      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.

      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.

                                       F-9

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                                  September 30, 2005

      RECENT ACCOUNTING PRONOUNCEMENTS

      In  December  2004,  the  FASB  issued  SFAS  No.  123R,  "Accounting  for
      Stock-Based  Compensation".  This statement is a revision to SFAS No. 123,
      "Accounting for Stock-Based  Compensation"  and supersedes APB Opinion No.
      25,  "Accounting for Stock Issued to Employees." 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,
      the requisite service period (usually the vesting period).  The grant-date
      fair value of  employee  share  options and  similar  instruments  will be
      estimated using option-pricing models.

      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 will be 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.

                                      F-10

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      For public entities that file as small business issuers, this statement is
      effective  as of the  beginning of the first  interim or annual  reporting
      period that begins after December 15, 2005.

      Adoption of this  statement is not  expected to have a material  effect on
      the Company's financial position, results of operations or cash flows.

NOTE 3 - BANKRUPTCY PROCEEDINGS AND FRESH START ACCOUNTING

      BANKRUPTCY PROCEEDINGS

      On January 3, 2000,  the Company filed a petition for relief under Chapter
      11 reorganization in US Bankruptcy Court,  Eastern District of California.
      On March 28, 2001, the Court confirmed the Plan of  Reorganization  and on
      July 3, 2003, the bankruptcy case was closed.  However, on March 22, 2004,
      the  Company  reopened  the  bankruptcy  case in  order to  implement  the
      confirmed plan and complete a stock purchase agreement.

      Under Chapter 11, certain claims against the Company in existence prior to
      the filing of the petitions for relief under the federal  bankruptcy  laws
      were  disapproved by the Court.  Those claims,  amounting to approximately
      $13,000,000  were  written off during  2001.  The  remaining  pre-petition
      liabilities,  of approximately $3,232,000,  (including accrued interest of
      $1,400,000),  were repaid  through the  issuance of 404,654  shares of the
      Company's  common stock at  approximately  $8 per share  (post-split),  as
      contemplated by the Plan of Reorganization.

      On November 24, 2004, the court confirmed the Plan of  Reorganization  and
      the bankruptcy case was closed.

      FRESH START ACCOUNTING

      On November 24, 2004 the Company adopted  fresh-start  accounting pursuant
      to the guidance  provided by SOP 90-7 "Financial  Reporting By Entities in
      Reorganization Under the Bankruptcy Code". The Eastern California District
      Bankruptcy  Court  confirmed  the plan of  reorganization  on November 24,
      2004. The reorganization  value of the Company at that date was determined
      to be the book value,  as there was no evidence of a change in fair value.
      The book value totaled $51,601 at that date.

                                      F-11

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      The Company adopted fresh-start  reporting because the holders of existing
      voting  shares  immediately  before  filing and  confirmation  of the plan
      received less than 50% of the voting shares of the emerging entity and the
      reorganization  value  of  the  assets  is  less  than  its  post-petition
      liabilities and allowed claims as follows:

                Post-petition liabilities               $  311,202
                Claims allowed from bankruptcy
                   proceeding                            3,232,320
                                                         ---------
                Total post-petition liabilities
                  and allowed claims                     3,543,522
                Reorganization value                        51,601
                                                         ---------
                Excess of liabilities over
                  reorganization value                  $3,491,921
                                                         =========

      After   consideration   of  the  Company's  debt  and  capital   structure
      considerations,  it  was  determined  that  the  Company's  reorganization
      capital structure would consist of the following:

                  Accounts payable                   $   32,410
                  Contingency for litigation            100,000
                  Note payable                          300,000
                  Common stock                           41,418
                                                     ----------
                  Total                              $  473,828
                                                     ==========

      Due to the fact  that the  reorganization  value of the  entity  cannot be
      attributed  to specific  tangible or identified  intangible  assets of the
      emerging entity, the remaining amount of reorganization  capital in excess
      of assets is reported as goodwill in  accordance  with FASB 142,  Goodwill
      and  Other  Intangible  Assets.  The  goodwill  value  was  calculated  by
      subtracting  total  Company's  debt of $473,828  from its total  assets of
      $51,601 or $422,227.(See note 2 - Goodwill for further discussion).

                                      F-12

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      The following table reflects balances prior and subsequent to the adoption
of fresh-start reporting:

<TABLE>
<CAPTION>
                                Preconfirmation                                                        Reorganized
                                   November 24,      Debt          Exchange           Fresh              Balance
                                        2004       Discharge       Of Stock            Start              Sheet

Current Assets:

<S>                             <C>             <C>                <C>             <C>                <C>
    Cash                        $     26,601    $         --       $          --   $         --       $     26,601

    Inventory                         10,000              --                  --             --             10,000

    Prepaid consulting fees           15,000              --                  --             --             15,000
                                ------------    ------------       -------------   ------------       ------------

  Total current assets                51,601              --                  --             --             51,601
                                ------------    ------------       -------------   ------------       ------------

Goodwill                                  --              --                  --        422,227(3)         422,227
                                ------------    ------------       -------------   ------------       ------------

Total Assets                    $     51,601    $         --       $          --   $    422,227       $    473,828
                                ============    ============       =============   ============       ============

Current Liabilities:
 Post-petition liabilities:

  Short-term note payable       $     45,000    $    (45,000)(1)   $          --   $         --       $         --

  Accounts payable                    67,410         (35,000)(1)              --             --             32,410
  Liability for stock
    to be issued                      98,792         (98,792)(1)              --             --                 --

  Contingency for litigation         100,000              --                  --             --            100,000
                                ------------    ------------       -------------   ------------       ------------

    Total post-petition
      liabilities                    311,202        (178,792)                 --             --            132,410
                                ------------    ------------       -------------   ------------       ------------

Pre-petition liabilities not
  subject to compromise:
  Accrued expenses and other
    current liabilities            1,832,230      (1,832,230)(1)              --             --                 --

  Accrued interest payable         1,400,000      (1,400,000)(1)              --             --                 --
                                ------------    ------------       -------------   ------------       ------------

   Total pre-petition
    liabilities not subject
    to compromise                  3,232,230      (3,232,230)                 --             --                 --
                                ------------    ------------       -------------   ------------       ------------

    Total current liabilities      3,543,432      (3,411,022)                 --             --            132,410

Note payable                         300,000              --                  --             --            300,000
                                ------------    ------------       -------------   ------------       ------------
</TABLE>

                                      F-13

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                                  September 30, 2005
<TABLE>
<CAPTION>

<S>                                <C>            <C>                <C>            <C>                    <C>
Total Liabilities                  3,843,432      (3,411,022)                 --             --            432,410
                                ------------    ------------       -------------   ------------       ------------

Stockholders' Equity

   Preferred stock                12,851,000              --                  --    (12,851,000)(4)             --

   Common stock - old                524,311       3,411,022(1)       (3,935,333)(2)         --                 --

   Common stock - new                     --              --              41,418(2)          --             41,418

   Additional paid-in capital     31,448,529              --           3,893,915(2) (35,342,444)(4)             --

   Accumulated deficit           (48,615,671)             --                  --     48,615,671(4)              --
                                ------------    ------------       -------------   ------------       ------------

Total Stockholders'
  Equity                          (3,791,831)      3,411,022                  --        422,227             41,418
                                ------------    ------------       -------------   ------------       ------------

Total Liabilities and
  Stockholders' Equity          $     51,601    $         --       $          --   $    422,227       $    473,828
                                ============    ============       =============   ============       ============
</TABLE>

                                      F-14

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

1) Debts discharged in reorganization in the amount of $3,411,022 were converted
to a total of 464,654 shares of common stock as follows:

                Short term note payable converted to
                  5,625 shares of common stock              $     45,000

                Trade accounts payable converted to
                  4,375 shares of common stock                    35,000

                Liability for stock to be issued
                  converted to 50,000 shares of
                   common stock                                   98,792

                Pre-petition trade and other
                  miscellaneous claims converted
                   to 206,529 shares of common
                  stock                                        1,647,230

                Pre-petition priority claims due
                  to officers converted to 23,125
                  shares of common stock                         185,000

                Pre-petition accrued interest
                  converted to 175,000 shares
                  of common stock                              1,400,000
                                                               ---------

                Total debts discharged                        $3,411,022
                                                              ==========

2) Recapitalization of the Company consisted of the following:

                                                                 Additional Paid
                           Common Stock Old    Common Stock New       in Capital
Retirement of 1,418,648
 shares of common
 stock, no par value        $    (3,935,333)   $            --   $     3,883,915
Issuance of 1,418,648
 shares of common
 stock, $.001 par value                  --              1,418                --
Sale of 40,000,000 shares
 of common stock pursuant
 to stock purchase
 agreement (see Note 10)                 --
                                                        40,000            10,000
                            ---------------    ---------------   ---------------
                            $    (3,935,333)   $        41,418   $     3,893,915
                            ===============    ===============   ===============

                                      F-15

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

3) The  reorganization  value of the entity  cannot be  attributed  to  specific
tangible or identified  intangible  assets of the emerging entity.  Accordingly,
the  remaining  amount is  reported as  goodwill  in  accordance  with FASB 142,
Goodwill and Other Intangible Assets.

4) Accumulated deficit was adjusted through  cancellation of preferred stock and
additional  paid-in  capital due to the adoption of  fresh-start  accounting  at
November 24, 2004.

The  remaining  accounts  payable  consists  primarily of audit fees and various
payables in  connection  with  administrative  activities.  The Note  Payable of
$300,000  represents  funds  advanced  to the  Company to fund  operations  upon
reemergence  from  bankruptcy.   The  $100,000  in  contingency  for  litigation
represents a reserve for common shares to be issued (see Note 4).

                                      F-16

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

NOTE  4 - CONTINGENCY RESERVE FOR SETTLEMENT IN LITIGATION

      During 2003, a lawsuit was filed on behalf of the participants involved in
      a September  2001 private  placement  offering.  The suit alleges that the
      Company  received  $100,000  from  various  parties for 500,000  pre-split
      shares of common stock.  The  plaintiffs  claim that the shares were never
      received.  In September 2004, the matter was voluntarily dismissed without
      prejudice  by the  Plaintiffs,  however  management  anticipated  that the
      Plaintiffs  would  re-file  the  matter at a later  date.  Management  had
      established a reserve of $100,000 for a potential  future  settlement.  In
      January 2005,  the Company issued  100,000  (post-split)  shares of common
      stock to the Plaintiff to satisfy the potential claim.

NOTE  5 - 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  6 - OTHER MATTERS

      STOCK PURCHASE AGREEMENT

      As  discussed  in Note 2, on  March  22,  2004,  the  Bankruptcy  case was
      reopened in order for the Company to complete a stock  purchase  agreement
      entered  into on  December  19,  2003.  The Company  entered  into a stock
      purchase agreement with Brampton Crest  International,  LLC ("Brampton" or
      the "Purchaser"). The agreement was finalized when all conditions required
      by the  bankruptcy  court on November  24,  2004 were met.  Brampton is an
      inactive  company with no  operations.  Under the terms of the  agreement,
      Brampton,  along with other investors,  purchased 40,000,000 shares of the
      Company's common stock, and warrants to purchase  40,000,000 shares of the
      Company's  common  stock at an  exercise  price of $0.001  per share for a
      total consideration of $50,000.  Based on an agreement, a loan of $300,000
      made  available  to the  Company.  The  $300,000  loan was made by outside
      investors  and enabled the  Company to pay off  outstanding  bills and pay
      current  operating  expenses.  The  loan  was  paid  back by the  proceeds
      received by the Private  Placement.  Brampton  received  25,800,000 of the
      40,000,000  units  sold  and  outside  investors  received  the  remaining
      14,200,000.

                                      F-17

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      The warrants may be  exercised,  in whole or in part,  at any time between
      November 24, 2004 and November 24, 2007  (expiration).  The warrants  were
      valued, utilizing the Black-Scholes option pricing model. Accordingly, the
      proceeds were  allocated to the common stock  (approximately  $40,000) and
      the warrants  (approximately  $10,000) on a prorata  basis.  The allocated
      value of the warrants has been recorded as additional paid-in-capital.

      The  40,000,000  shares of common stock and  warrants  will be adjusted to
      represent 96% of the issued and outstanding shares of the Company's common
      stock (after giving effect to the 1 for 10 reverse split discussed below).
      In the event  that the shares  represent  other than 96% of the issued and
      outstanding  shares  of the  Company's  common  stock,  as  fully  diluted
      (including  the  issuance of the  warrants),  the number of shares and new
      warrants issued to the  non-purchasing  shareholders  shall be adjusted to
      bring the total to 96%.

      The stock  purchase  agreement  also provides for the  establishment  of a
      subsidiary,  Hamilton PNG, to hold the core  businesses  along with all of
      the assets and liabilities of the Company.  Hamilton PNG will be held 100%
      by the Company's prior  shareholders.  The total liabilities  (represented
      solely by accrued  expenses)  in excess of assets are  reflected  as Other
      Income-Bulk Sale of Various Assets and Liabilities to Related Party in the
      amount of $132,044

      REVERSE SPLIT

      Effective  October 5, 2004, the Company conducted a reverse stock split of
      its issued and outstanding and to be issued common stock on a 1 new for 10
      old shares.  As of that date, the Company had 6,005,815  shares issued and
      outstanding,  resulting in 600,732 shares issued and  outstanding  and 150
      fractional  shares after the split.  As of that date, the Company also had
      an  obligation  to  issue  approximately  464,654  additional  shares,  as
      discussed in Notes 4, 5, 6 and 7, for a total of  approximately  1,065,386
      (prior to the private placement  offering disclosed in the next footnote).
      Due to the reverse  stock split,  the number of common  shares  issued and
      outstanding has been restated for all periods presented.

                                      F-18

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      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 an  additional  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 1 warrant to purchase one  additional  share of
      common stock at $.001 per share. The proceeds from this private  placement
      was kept in escrow and  released in May 2005 upon the  Company  becoming a
      reporting company.

      STOCK WARRANTS

      As previously  discussed,  the Company  issued  48,434,000  stock warrants
      during the year  ended  December  31,  2004 in  connection  with the stock
      purchase  agreement,  a private  placement  offering,  and the  consulting
      agreement.  The following represents the stock warrant activity during the
      year ended  December 31, 2004 and for the nine months ended  September 30,
      2005

                                                     Weighted
                                         Warrants   Average Price
Beginning Balance, 1/1/04                   45,000  $    .200
Warrants granted                        48,434,000       .001
Warrants exercised                               -          -
Warrants cancelled                               -          -
                                        ----------  ---------
Ending Balance, 12/31/04                48,479,000  $    .001
       Warrants granted (May 2005)       1,666,000       .001
                                        ----------   --------
       Ending Balance, 9/30/05          50,145,000  $    .001
                                        ==========  =========

                                      F-19

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      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 years
           Expected Stock Price Volatility       .01 - .08%

      COMMON STOCK ISSUED FOR SERVICES

      During November 2004, the Company issued an aggregate of 253,262 shares of
      common  stock to three  consultants.  The shares were valued  based on the
      estimated fair value of the services performed of $37,990.

      OTHER MATTERS

      On September 8, 2004 the U.S.  Securities  and Exchange  Commission  (SEC)
      instituted an  administrative  proceeding  against the Company pursuant to
      Section  12(j) of the  Exchange  Act to  determine  whether the  Company's
      registration  pursuant to Section 12 of the Exchange Act should be revoked
      or in the alternative, suspended for a period not exceeding twelve months.
      On  September  25,  2004 the  Company  filed its answer to the SEC's order
      instituting  public  administrative  proceedings  in which it  asserted  a
      defense to the  allegations  and relief  sought.  The SEC and the  Company
      agreed that the Company would withdraw the Company's registration pursuant
      to Section 12 of the Exchange  Act.  Also on that date,  the SEC issued on
      order pursuant to Section 12(k) of the Exchange Act suspending  trading in
      the securities of the Company for the period from 9:30 am EDT on September
      8, 2004 through  11:59 pm EDT on September 21, 2004 as a result of alleged
      lack of current and accurate information  concerning the securities of the
      Company.  The SEC alleged that the Company failed to file periodic reports
      required by the Exchange Act.

      BULK SALE

      On May  24,  2004,  the  Company  obtained  a  court  order  allowing  the
      implementation  of its Plan of  Reorganization by forming Hamilton PNG and
      transferring into such Company, all assets and liabilities of the Company.
      This agreement is in accordance with Brampton's  stock purchase  agreement
      (discussed  above).  The  Company's  net  liabilities  in excess of assets
      transferred amounted to $132,044.

                                      F-20

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      CONSULTING AGREEMENT

      On November 1, 2004 the Company entered into a consulting agreement with a
      related party (the Consultant) for one year effective  January 1, 2005. In
      exchange  for  services  to  be  rendered,  the  Consultant  will  receive
      compensation  of $37,500 for one year and 100,000  shares of common  stock
      and 100,000  warrants to purchase an equal number of common shares at .001
      per share.  The total  value of the unit is .15 cents per unit or $15,000.
      The unit was valued at .15 cents per share,  which is the amount  sold via
      the private  placement and is reflected as prepaid  consulting at December
      31, 2004 since  services  will be rendered in 2005.  The warrants  have an
      exercise  price of .001  and  will  expire  three  years  from the date of
      issuance.

      The warrants  were valued,  utilizing  the  Black-Scholes  option  pricing
      model.  Accordingly,  the  proceeds  were  allocated  to the common  stock
      (allocated $7,523) and the warrants (allocated $7,477) on a prorata basis.
      The  allocated  value of the  warrants  has been  recorded  as  additional
      paid-in-capital.

NOTE 9 - CORRECTION OF AN ERROR

      During 2005, the Company  discovered  that certain errors were made due to
      transmitting the original  financial  statements for December 31, 2004 via
      EDGAR with the Securities  and Exchange  Commission  (SEC).  The errors in
      transmission  were reflected on items in the original balance sheet of the
      Company at December 31, 2004. Cash was  incorrectly  reported at $0 should
      have been  reported as $903,310.  Common stock  reported at $0 should have
      been reported at $49,752.

      In addition,  the Company revised its financial  statements as a result of
      the following errors:

                                      F-21

<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                               September 30, 2005

      1)    Due to "Fresh-Start  Accounting," the Company  corrected the balance
            in accumulated  deficit to $0 upon its emergence from  bankruptcy on
            November 24,  2004.  As a result of the  application  of fresh start
            accounting, the Company recorded goodwill in the amount of $422,227.

      2)    Upon review of the fair value of the goodwill,  and  considering the
            uncertainty of estimated future cash flows and revenues, the Company
            determined  that  goodwill  was  impaired  and wrote off the balance
            accordingly  leading to a loss from  impairment  of  $422,227  as of
            December  31,  2004.  The  December  31,  2004 and  March  31,  2005
            (unaudited)  financial  statements have been restated to reflect the
            removal of  goodwill  and the effect of the  write-off  on  retained
            deficit.

      3)    Inventory  and related  accounts  payable  were both  overstated  by
            $5,000.  The original  amount recorded for of inventory was $15,000,
            however,  the Company  renegotiated  the price of the  purchase  and
            revalued its carrying cost at $10,000.

                                      F-22

<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  Consolidated  Results of  Financial
Condition and Results of Operations  ("MD&A") should be read in conjunction with
the consolidated  financial statements included herein.  Further, this quarterly
report  on Form  10-QSB  should  be  read  in  conjunction  with  the  Company's
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in Report on Form 10-SB.

Overview

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

Hamilton Biophile Companies was divided into three separate companies,  Hamilton
Biophile  Companies (the original  company),  Hamilton PNG and Hamilton Improved
Products.

      a. Hamilton PNG,  retained the right to conduct the businesses  previously
operated by Hamilton Biophile Companies.

      b.  Hamilton  Improved  Products  was given the option to continue  with a
pothole patching equipment business.

      c. Hamilton Biophile Companies,  (the original company), would continue as
an ongoing  entity.  The Company would commence new a business and consisting of
marketing cosmetics and non-prescription  dermatology products including creams,
lotions,  and other cosmetic devices,  (micro-dermabrasion  device) and possibly
acquire  or enter into a business  combination  to provide a revenue  stream for
which  the  Company  can use to  market  and sell  the  consumer  cosmetics  and
non-prescription   dermatology  products.  Following  the  division  into  three
separate companies, Hamilton Biophile Companies is not associated with, does not
have any joint management,  nor is aware of any of the business or other matters
in connection with Hamilton Improved Products or Hamilton PNG.

o     The Company is in the business of marketing and selling consumer cosmetics
      and non-prescription  dermatology products through the use of salespeople.
      The Company was also  intending to market a  micro-dermabrasion  motorized
      scrubbing  and  cleaning  system  but  after  further   consideration  and
      additional market research has decided to only sell consumer cosmetics and
      non-prescription  dermatology  products.  Once the Company  establishes  a
      domestic  market,  we intend to market  and sell  consumer  cosmetics  and
      non-prescription dermatology products internationally.

                                        1

<PAGE>

Originally  the  Company  had  entered  into  separate  independent   contractor
agreements with certain outside sales people on November 15, 2004. Per the terms
of the  agreements,  the  contractors  would use their best  efforts to sell the
Company's cosmetics and non-prescription  dermatology products. In addition, the
contractors  would use their best  efforts to develop and market  private  label
products for the Company. A new consulting  agreement has been reached that will
replace  the  original  independent   contractor   agreements  under  which  the
salespeople  will now work full time and be paid a base of $1,500 per month plus
15 % commission

The Company also purchased consumer cosmetics and  non-prescription  dermatology
products  to use as samples  for  introducing  the  product  line to the current
customer base and for new potential clients.

The Company has also begun  marketing a new medical grade sunless  tanner called
Lyphazome  Inside Tan product.  No assurances can be given that this new product
will produce a material revenue stream.

This is a highly  competitive  business with thousands of products  available to
consumers and new products coming to market daily. The customer base consists of
medical spas,  dermatology offices,  resorts,  spas, suntan parlors,  hotel gift
shops, drug stores, beach/novelty stores, convenience stores, sporting gyms etc.
The  products  are  sold via  on-line  (web  site),  infomercials,  multi  level
marketing,   in-house  salesmen,   trade  shows,  sales  reps  and  direct  from
manufacturer.  Entry  into  this  business  is not  difficult  but it is  highly
competitive.  The customer  base listed  above will most likely  already have in
stock  several  varieties  of sun screens,  lotions,  self tanners and any other
product we currently intend to sell making it very difficult to convince them to
take on another line.

The Company's current independent  contractor working under a new agreement will
initially cover the state of Florida.  On August 24, 2005 the Company engaged an
independent  contractor  Company,  Tina's Lotions & Creams. Per the terms of the
agreement  the  independent  contractor  Company  will use its best  efforts  to
provide marketing,  sales, inventory control, shipping, customer service as well
as  sell  and  distribute  Brampton's  consumer  personal  care  products.   The
independent  consultant Company is paid $1,625 bi-weekly, a commission of 15% of
gross sales, and receives a $300 dollar per month auto allowance.  No assurances
can be made that either  independent  contractor will produce a material revenue
stream.

On September 8, 2005 the Company signed a direct supplier distribution agreement
with Dermazone  Solutions,  LLC to become a  non-exclusive  distributor of their
full line of  products  in a  territory  comprising  of all North  America.  The
Company had been a sub-distributor. As a result of signing on as a non-exclusive
distributor  with  Dermazone  Solutions,  LLC , the Company has been able to buy
product for 25% less than it had before before and,  management  believes,  this
will result in a material  revenue stream and an increase in our profit margins.
The Company has rescinded its  sub-distributor  agreement with RX USA Marketing,
entered into on March 1, 2005.

The cosmetics and  non-prescription  dermatology  products industry is intensely
competitive in all its phases.  We will compete with many  companies  possessing
greater financial  resources and technical  facilities than us for the cosmetics
and  non-prescription   dermatology  products  industry,  as  well  as  for  the
recruitment and retention of qualified employees.

                                        2

<PAGE>

We intend to offer our products  primarily  to  prospective  customers  who have
established relationship with our salespeople. We believe that these prospective
customers will establish a general market for our products.  Over time,  through
the exposure of our products resulting from our initial sales, we will achieve a
greater market acceptance and greater market awareness.  By doing so, we believe
that we  capitalize  on the exposure and  acceptance  and can expand our product
sales nationally and internationally  through greater product recognition.  This
expanded  product   recognition  and  acceptance  will  permit  us  to  be  more
competitive in this market.

The  Company is  marketing  and selling  these  cosmetics  and  non-prescription
dermatology products under the name DermaRX. The domain www.DermaRX.net has been
registered  and paid for. The Company also plans to build a web site later on in
Phase 1 and into Phase 11 of its plan and has taken  quotes for the  building of
the site.  The Company also plans to private  label it's own products once there
is greater  market  acceptance  and greater  market  awareness  of it's  current
product line therefore increasing the branding of the name DermaRX.

The Company's business plan contemplates growth in three phases:

Phase I (30 through 180 days)

o     Hire salespeople full time as outside reps under new agreements.

o     Enter  into  a  formal  distribution  agreement  directly  with  Dermazone
      Solutions LLC the supplier  rescinding the sub distributor  agreement with
      RX USA Marketing.

o     Continue sale of products from Dermazone  Solutions under new distribution
      agreement  covering  North America and until a complete  sales force is in
      place  concentrate  on a territory  from Vero Beach,  Florida to Key West,
      Florida.

o     Set up eBay account to sell products.

o     Develop  marketing  and  advertising  campaign for all products  including
      private label. o Market and sell Company's products under the name DermaRX
      and beginning to create brand awareness. o Set up company 800 order line.

o     Continue to look for new products.  o Attend trade shows.  o Begin private
      labeling. o Interview for additional sales reps.

Phase II (6-12 months)

o     Engage two additional sales reps to cover Northern Florida and parts of SE
      United States.  o Continually add new products and begin private  labeling
      under the name DermaRX. o Expand on marketing and advertising.

o     Begin state wide direct mail and fax campaign to medical spas, dermatology
      offices,  resorts,  spas,  suntan parlors,  hotel gift shops, drug stores,
      beach/novelty stores, convenience stores, sporting gyms etc.

o     Complete  web site and  begin  some on line  advertising.  o Attend  trade
      shows.

                                        3

<PAGE>

Phase III (12-24months)

o     Engage  additional  outside sales reps to cover other areas of the country
      where  the sun is strong  and  affluent  people  live  (Eastern  Seaboard,
      Southern US, Southwest US and California).

o     Expand on private labeling.

o     Continue  to  add  new  and  better   products  as  well  as  distribution
      relationships.

o     Expand on marketing and advertising.

o     Begin  using  professional  warehouse,   distribution,  order  taking  and
      shipping service. o Attend trade shows.

By the end of the third quarter the Company had successfully accomplished the
following objectives in Phase 1 ahead of schedule.
      a)    Two full time outside sales reps were signed to agreement and are on
            the road calling on customers.
      b)    A North American  distribution  agreement with Dermazone  Solutions,
            LLC was signed on September 8, 2005, an initial order of product was
            placed and delivered.
      c)    An Ebay account has been set up.
      d)    Products are being marketed and advertised under the name DermaRx.
      e)    We continue to look for new products  and just  attended an industry
            trade show in Orlando.

No assurances  can be made that the Company will continue to accomplish  all its
objectives in each phase.

We have no history of liquidity or capital  resources  or  stockholder's  equity
other than the receipt of proceeds of $1,250,100  from our private  placement of
our  securities (of which $300,000 was expended to retire debt to Brampton Crest
International,  LLC, an  affiliate).  On January  11,  2005,  the  Company  sold
1,666,000  units at $.15 per unit for a total sale price of $249,900,  which was
finalized  during  May,  2005,  when the  restrictions  were  met and the  funds
disbursed from escrow.

Under Chapter 11, certain  claims against the Company in existence  prior to the
filing of the  petitions  for  relief  under the  federal  bankruptcy  laws were
disapproved by the Court. Those claims,  amounting to approximately  $13,000,000
were  written  off  during  2001.  The  remaining  pre-petition  liabilities  of
approximately $3,232,000,  (including accrued interest of $1,400,000) were fully
repaid through the issuance of 404,654 shares of the Company's common stock at a
rate of approximately $8.00 per share (post-split),  as contemplated by the Plan
of Reorganization.

Management   believes  that  we  can  be  profitable   marketing  cosmetics  and
non-prescription  dermatology  products.  However,  management  has undertaken a
business plan intended to avoid the actions that placed us into  bankruptcy.  To
avoid being under-funded,  management has sought and received, through a private
placement,  $1,250,100  in  funding.  On January  11,  2005,  the  Company  sold
1,666,000  units at $.15 per unit for a total sale price of $249,900,  which was
finalized  during  May,  2005,  when the  restrictions  were  met and the  funds
disbursed  from escrow.  This will provide the initial  capital to implement the
business plan. To avoid  expanding our operations  beyond our revenue stream and
becoming overextended, management's business plan requires the initial marketing
of cosmetics and  non-prescription  dermatology  products  through  commissioned
independent contractors.  We have engaged an independent contractor to initially
market the  products,  with the intent of  expanding  the number of  independent
contractors who sell our products as the revenues  develop.  Since emerging from
bankruptcy,  no  material  sales  have been  made.  Management  believes  that a
structured  marketing plan that does not overextend our financial resources will
result in profitability. In addition, we are seeking a business combination that
will  produce  revenues and assist us in avoiding  using our funding  during our
formative stages.

Plan of Operations

Management  intends  to use its  initial  equity  capital  to fund  our  initial
business  plan  during the next two  quarters  and for the next  twelve  months.
Prospective material cash flow from sales is not estimated to commence until the
third quarter or fourth  quarter of the fiscal year ended  December 31, 2005. We
will  face  considerable  risk in  each  of our  business  plan  steps,  such as
difficulty of hiring competent personnel within our budget, developing marketing
strategies,  and a shortfall of funding if we are unable to raise capital in the
equity  securities  market.  Management  intends  to  continue  to seek  funding
however.  If no funding is  received  during the next twelve  months,  we may be
forced to rely on its  existing  cash at hand.  In such a  restricted  cash flow
scenario,  then we would be unable to complete  all  business  plan  steps,  and
would, instead, delay all cash intensive activities.  The Company may acquire or
enter into a  business  combination  to  provide a revenue  stream for which the
Company can use to market and sell the consumer  cosmetics and  non-prescription
dermatology products and enhance shareholder value. To date,  management has not
actively  pursued any such  businesses  except for entering into a non-exclusive
agreement with Merrill Lynch,  Pierce,  Fenner & Smith Incorporated as discussed
below. There are no merger or acquisition candidates as of the date herein.

                                        4

In conjunction  with developing our business,  management has determined that it
would be prudent to acquire  or merger  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 and McColl Partners have agreed to provide
advisory  services in connection with  acquisitions,  recapitalization,  sale of
business and or other corporate  finance  services.  Merrill Lynch's role was to
introduce the Company to McColl Partners who have agreed to provide the services
listed  above  should the  Company  desire to engage  them.  The Company has not
engaged McColl  Partners at this time.  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.

Current Assets

In December  2004, we completed a private  placement of  $1,250,100.  Management
used part of the proceeds of this private placement to retire a debt of $300,000
to affiliate Brampton Crest  International,  LLC.  Management intends to use the
balance of the proceeds from the offering ($950,100), towards the implementation
of the business plan and to provide working capital for future  expansion of our
operations.  On January 11, 2005, the Company sold  1,666,000  units at $.15 per
unit for a total sale price of $249,900.  This  transaction was completed during
May 2005 when the Company  became  subject o the reporting  requirements  of the
Securities Exchange Act of 1934. This was the only restrictive  condition to the
sale.

On January 11, 2005, the Company sold an additional  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 1 warrant to purchase one  additional  share of common stock at
$.001 per share.

                      THREE MONTHS ENDED SEPTEMBER 30, 2005
                COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2004

Sales of $0 for the three month period ended  September  30, 2004 remained at $0
for the three month period ended  September  30, 2005,  primarily as a result of
implementing our business plan and developing a sales force.

Selling,  General and  Administrative  Expenses  decreased from $167,956 for the
three  month  period  ended  September  30,  2004 to $36,021 for the three month
period  ended  September  30,  2005 due to  professional  fees  and  promotional
expenses  incurred  in 2004 to assist the  Company  while it was  attempting  to
emerge from bankruptcy.

Other income  (expenses) for the three months ended September 30, 2005 increased
by $7,734 due to interest income being earned on investments.

Costs of  sales of $0 for the  three  month  period  ended  September  30,  2004
remained at $0 for the three month period ended September 30, 2005.

Net loss  decreased  from a net loss of  ($167,956)  for the three month  period
ended  September  30, 2004 to net loss of  ($28,287)  for the three month period
ended September 30, 2005 due to the above analysis of Income and Expenses.

                         NINE MONTHS ENDED SEPTEMBER 30, 2005
                   COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2004

Sales  increased from $287 for the nine month period ended September 30, 2004 to
$2,237 for the nine month period ended September 30, 2005, primarily as a result
of the sale of Company's products following emerging from bankruptcy.

Costs of sales  increased from $0 for the nine month period ended  September 30,
2004 to $1,221 for the nine month period ended September 30, 2005, primarily due
to the increased sales of the Company's products.

                                       5
<PAGE>

Selling,  General and  Administrative  Expenses  decreased from $323,916 for the
nine month period ended September 30, 2004 to $165,916 for the nine month period
ended  September  30, 2005 due to  professional  fees and  promotional  expenses
incurred in 2004 to assist the Company  while it was  attempting  to emerge from
bankruptcy.

Other income  (expenses) for the nine months ended  September 30, 2005 decreased
by  $101,962  due to  non-recurring  items such as loss on a write off of a loan
receivable  ($10,657) in 2004 and other  income-bulk  sale of various assets and
liabilities of $132,044 in 2004. These occurred while the Company was attempting
to emerge from bankruptcy.

Net loss decreased from a net loss of ($204,942) for the nine month period ended
September  30, 2004 to net loss of  ($148,175)  for the nine month  period ended
September 30, 2005, due to the above analysis of Income and Expenses.

Current Assets

Cash increased from $903,310 at December 31, 2004 to $1,000,940 at September 30,
2005, primarily as a result of a sale of the Company's securities.

Total  assets  increased  from  $928,310 at December 31, 2004 to  $1,024,126  at
September 30, 2005, primarily as a result of a sale of the Company's securities.

Liabilities

The Contingency reserved for settlement of litigation,  a total of $100,000, was
no longer  reserved  as of  September  30,  2005 as the  underlying  matter  was
settled.

                                        6

<PAGE>

Current  liabilities  decreased  from $19,298 at December 31, 2004 to $13,389 at
September  30,  2005,  due to the  payment of  Accounts  Payable  related to the
Company's current operations.

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 ) and the additional  financing of $249,900.
Our  management  estimates that once the business plan is  implemented,  we will
require  a minimum  cash flow of  approximately  $15,000  per month to  maintain
operations.  Based on the  remaining  balance of the proceeds  from the offering
($950,100),  we will have sufficient  capital to sustain  operations  during and
beyond the next 12 months.  In addition,  on January 11, 2005,  the Company sold
1,666,000  units at $.15 per unit for a total sale price of $249,900,  which was
finalized  during  May,  2005,  when the  restrictions  were  met and the  funds
disbursed from escrow.

The  Company  had a loan  payable  to a  majority  shareholder,  Brampton  Crest
International,  LLC of $300,000.  The Company allocated the proceeds of the loan
to satisfy costs, and other support,  to reorganize Hamilton Biophile Companies.
Management used part of the proceeds of this private  placement to retire a debt
of $300,000 to affiliate Brampton Crest  International,  LLC. Management intends
to use  the  balance  of the  proceeds  from  the  offering  ($950,100)  and the
additional  financing of $249,900,  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

We carried out an evaluation,  under the supervision and with the  participation
of our management,  including our President and Principal  Executive Officer and
Chief Financial  Officer,  of the  effectiveness of our disclosure  controls and
procedures,  as defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934 as of the end of the period  covered by this report.  Based
on that  evaluation,  our President and  Principal  Executive  Officer and Chief
Financial Officer have concluded that our disclosure  controls and procedures as
of September 30, 2005 were effective to ensure that  information  required to be
disclosed by us in reports that we file or submit under the Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and  reported  within the time
periods specified in the Securities and Exchange Commission's rules and forms.

There have been no material  changes in our  internal  controls  over  financial
reporting or in other factors that could  materially  affect,  or are reasonably
likely to affect,  our internal  controls over  financial  reporting  during the
quarter ended September 30, 2005.

                                        7

<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.

                                       8

<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
November 4, 2005.

                                      BRAMPTON CREST INTERNATIONAL INC.

                            By /s/ J. Rod Martin
                            ----------------------------------------------------
                            J. Rod Martin
                            President, Principal Executive Officer

    Date:  November 10, 2005

                            By  /s/ Robert Wineberg
                            ----------------------------------------------------
                            Robert Wineberg
                            Chief Financial Officer

    Date:  November 10, 2005