U.S.
Securities and Exchange Commission


Washington,
D.C. 20549







FORM
10-Q







(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, 2009





 ̈  Transition
Report Pursuant to Section 13 or 15(d)


of the Securities Exchange
Act


For the transition period from N/A to N/A









Commission File No.333-137170







Brampton
Crest International, Inc.


(Name of
registrant as specified in its charter)





Nevada
              30-0286164State
      of Incorporation
              IRS
      Employer Identification No.





4700
Biscayne Blvd., Suite 500, Miami, FL 33137


(Address
of principal executive offices)





(305) 722-4800


(Registrant’s
telephone number)


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)







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





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





Large
accelerated filer  ̈
Accelerated filer  ̈
Non–Accelerated filer  ̈
Smaller Reporting Company x







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




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





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





Class
                  
                  Outstanding
      at  November   16, 2009Common
      stock, $0.001 par value
                  
                  
                  149,054,881








BRAMPTON
CREST INTERNATIONAL INC. AND SUBSIDARIES


INDEX
TO FORM 10-Q FILING





Page NoPART
      I - FINANCIAL INFORMATIONItem 1.
                
                Condensed
      Consolidated Financial Statements (unaudited)Balance
      Sheets as of September 30, 2009 and December 31, 2008
                
                3Statements
      of Operations for the three and nine months ended September 30, 2009 and
      2008
                
                4Statement
      of Cash Flows for the nine months ended September 30, 2009 and
      2008
                
                5Notes
      to Condensed Consolidated Financial Statements
                
                6Item 2.
                
                Management
      Discussion & Analysis of Financial Condition and Results of
      Operations
                
                18Item 3
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                25Item 4.
                
                Controls
      and Procedures
                
                25PART
      II - OTHER INFORMATIONItem 1.
                
                Legal
      Proceedings
                
                26Item 1A
                
                Risk
      Factors
                
                27Item 2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                31Item 3.
                
                Defaults
      Upon Senior Securities
                
                32Item 4.
                
                Submission
      of Matters to a Vote of Security Holders
                
                32Item 5
                
                Other
      Information
                
                32Item 6.
                
                Exhibits
                
                32





CERTIFICATIONS





Exhibit
      31 – Management certificationExhibit
      32 – Sarbanes-Oxley Act


2


PART
I                                FINANCIAL
INFORMATION





General





The
accompanying unaudited interim condensed consolidated financial statements have
been prepared in accordance with the instructions to Form
10-Q.  Therefore, they do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles in the United State of America.  Except
as disclosed herein, there has been no material change in the information
disclosed in the notes to the consolidated financial statements included in the
Company's annual report on Form 10-K/A for the year ended December 31,
2008.  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.   The results of operations for the three and nine months
ended September 30, 2009 are not necessarily indicative of the results that can
be expected for the year ending December 31, 2009.





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 
 September
      30,
                    
                    
                    December
      31,2009
                    
                    
                    2008(As
      Restated)ASSETS:CURRENT
      ASSETSCash
                    
                    $
                    2,542
                    
                    
                    $
                    375,058Marketable
      securities
                    
                    
                    181,500
                    
                    
                    
                    1,025,000Accounts
      receivable - net
                    
                    
                    10,174
                    
                    
                    
                    31,147Total
      current assets
                    
                    
                    194,216
                    
                    
                    
                    1,431,205PROPERTY
      AND EQUIPMENT, net
                    
                    
                    346,245
                    
                    
                    
                    355,220Deposits
      and prepaid expenses
                    
                    
                    6,227
                    
                    
                    
                    6,294Trademark
                    
                    
                    10,650
                    
                    
                    
                    10,650TOTAL
      ASSETS
                    
                    $
                    557,338
                    
                    
                    $
                    1,803,369LIABILITIES
      AND STOCKHOLDERS' EQUITY:CURRENT
      LIABILITIES:Accounts
      payable
                    
                    $
                    220,711
                    
                    
                    $
                    25,391Due
      to related party
                    
                    
                    95,926
                    
                    
                    
                    95,926Total
      current liabilities
                    
                    
                    316,637
                    
                    
                    
                    121,317TOTAL
      LIABILITIES
                    
                    
                    316,637
                    
                    
                    
                    121,317CONTINGENCIES
      AND COMMITMENTS
                    
                    
                    -
                    
                    
                    
                    -STOCKHOLDERS'
      EQUITY:Preferred
      stock, $.001 par value, 25,000,000 shares authorized; 0 issued and
      outstanding as of September 30, 2009 and December 31, 2008,
      respectively
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $.001 par value, 950,000,000 shares authorized; 149,054,881 and
      221,854,881 issued and outstanding as of September 30, 2009 and December
      31, 2008, respectively
                    
                    
                    149,054
                    
                    
                    
                    221,854Additional
      paid-in capital
                    
                    
                    13,831,863
                    
                    
                    
                    13,959,063Accumulated
      deficit
                    
                    
                    (13,740,216
                    )
                    
                    
                    (12,498,865
                    )Total
      stockholders' equity
                    
                    
                    240,701
                    
                    
                    
                    1,682,052TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                    
                    $
                    557,338
                    
                    
                    $
                    1,803,369
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  3
  
 BRAMPTON CREST INTERNATIONAL, INC. AND
SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 THREE
AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 (Unaudited)
 
 Three
      Months
                    
                    
                    Nine
      Months2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008(As
      Restated)
                    
                    
                    
                    
                    
                    (As
      Restated)REVENUE
                    
                    $
                    10,350
                    
                    
                    $
                    75,000
                    
                    
                    $
                    125,286
                    
                    
                    $
                    75,000Total
                    
                    
                    10,350
                    
                    
                    
                    75,000
                    
                    
                    
                    125,286
                    
                    
                    
                    75,000COST
      OF GOODS SOLD
                    
                    
                    48,527
                    
                    
                    
                    6,166
                    
                    
                    
                    89,650
                    
                    
                    
                    6,166GROSS
      PROFIT
                    
                    
                    (38,177
                    )
                    
                    
                    68,834
                    
                    
                    
                    35,636
                    
                    
                    
                    68,834OPERATING
      EXPENSES:General
      and administrative
                    
                    
                    317,679
                    
                    
                    
                    273,693
                    
                    
                    
                    1,097,571
                    
                    
                    
                    611,455Selling
      and marketing
                    
                    
                    33,624
                    
                    
                    
                    25,575
                    
                    
                    
                    93,493
                    
                    
                    
                    58,498Depreciation
      and amortization
                    
                    
                    30,000
                    
                    
                    
                    20,424
                    
                    
                    
                    90,000
                    
                    
                    
                    61,277Total
      operating expenses
                    
                    
                    381,303
                    
                    
                    
                    319,692
                    
                    
                    
                    1,281,064
                    
                    
                    
                    731,230OPERATING
      LOSS
                    
                    
                    (419,480
                    )
                    
                    
                    (250,858
                    )
                    
                    
                    (1,245,428
                    )
                    
                    
                    (662,396
                    )OTHER
      (INCOME) AND EXPENSESInterest
      income
                    
                    
                    (2,391
                    )
                    
                    
                    (7,256
                    )
                    
                    
                    (4,077
                    )
                    
                    
                    (19,893
                    )Total
      other (income) expense
                    
                    
                    (2,391
                    )
                    
                    
                    (7,256
                    )
                    
                    
                    (4,077
                    )
                    
                    
                    (19,893
                    )NET
      LOSS
                    
                    $
                    (417,089
                    )
                    
                    $
                    (243,602
                    )
                    
                    $
                    (1,241,351
                    )
                    
                    $
                    (642,503
                    )NET
      LOSS PER SHARE:Basic
      and diluted
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.00
                    )Basic
      and diluted
                    
                    
                    149,054,881
                    
                    
                    
                    201,819,475
                    
                    
                    
                    191,878,410
                    
                    
                    
                    142,839,070
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements
  4
  
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 NINE
MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 (Unaudited)
 
 2009
                    
                    
                    2008(As
      Restated)Net
      loss
                    
                    $
                    (1,241,351
                    )
                    
                    $
                    (642,503
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                    
                    
                    90,000
                    
                    
                    
                    61,277Changes
      in operating assets and liabilities:Decreases
      (Increases) in assetsAccounts
      receivables
                    
                    
                    20,973
                    
                    
                    
                    (76,438
                    )Prepaid
      expenses and deposits
                    
                    
                    67
                    
                    
                    
                    (9,450
                    )Increases
      (Decreases) in liabilitiesAccounts
      payables
                    
                    
                    195,320
                    
                    
                    
                    (74,958
                    )Net
      cash used in operating activities
                    
                    
                    (934,991
                    )
                    
                    
                    (742,072
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchased
      marketable securities
                    
                    
                    -
                    
                    
                    
                    (1,325,000
                    )Redeemed
      marketable securities
                    
                    
                    843,500
                    
                    
                    
                    -Cash
      acquired in acquisition
                    
                    
                    -
                    
                    
                    
                    19,349Purchase
      of property and equipment
                    
                    
                    (81,025
                    )
                    
                    
                    (348,873
                    )Net
      cash provided by (used in) investing activities
                    
                    
                    762,475
                    
                    
                    
                    (1,654,524
                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of common stock
                    
                    
                    -
                    
                    
                    
                    2,474,233Repurchase
      of common stock
                    
                    
                    (200,000
                    )
                    
                    
                    -Net
      cash (used in) provided by financing activities
                    
                    
                    (200,000
                    )
                    
                    
                    2,474,233NET
      (DECREASE) INCREASE IN CASH
                    
                    
                    (372,516
                    )
                    
                    
                    77,637CASH,
      BEGINNING OF PERIOD
                    
                    
                    375,058
                    
                    
                    
                    31,479CASH,
      END OF PERIOD
                    
                    $
                    2,542
                    
                    
                    $
                    109,116Supplemental
      disclosure of non cash activities:Acqusiiton
      of America's Emergency Network LLC:Cash
      acquired in acqusition
                    
                    $
                    -
                    
                    
                    $
                    19,349Fixed
      assets
                    
                    
                    -
                    
                    
                    
                    61,194Other
      assets
                    
                    
                    -
                    
                    
                    
                    12,900Loan
      payable
                    
                    
                    -
                    
                    
                    
                    (204,337
                    )Officer
      loan
                    
                    
                    -
                    
                    
                    
                    (95,926
                    )Accounts
      payable
                    
                    
                    -
                    
                    
                    
                    (108,927
                    )Goodwill
                    
                    
                    -
                    
                    
                    
                    10,415,747Common
      stock issued for acquisition
                    
                    $
                    -
                    
                    
                    $
                    10,100,000
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements
  5


BRAMPTON
CREST INTERNATIONAL INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


THREE
AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008





NOTE
1 - DESCRIPTION OF BUSINESS





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





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





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





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




NOTE
2 - GOING CONCERN ISSUES





The
accompanying Condensed Consolidated Financial Statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America which contemplate continuation of the Company as a going concern.
 However, the Company has period end losses from operations for the three
and nine months ended September 30, 2009.  The Company has an accumulated
net loss of $13,740,216.  Further, the Company has inadequate working
capital to maintain or develop its operations, and is dependent upon funds from
private investors and the support of certain stockholders.




These
factors raise substantial doubt about the ability of the Company to continue as
a going concern.  The Condensed Consolidated Financial Statements do not
include any adjustments that might result from the outcome of these
uncertainties.  In this regard, Management is planning to raise any
necessary additional funds through loans and additional sales of its common
stock. There is no assurance that the Company will be successful in raising
additional capital.


6




The
Company's ability to meet its obligations and continue as a going concern is
dependent upon its ability to obtain additional financing, and the achievement
of profitable operations.   The Company cannot reasonably be
expected to earn revenue in the exploration stage of operations. Although the
Company plans to pursue additional financing, there can be no assurance that the
Company will be able to secure financing when needed or to obtain such financing
on terms satisfactory to the Company, if at all.




NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The
Company prepares its Condensed Consolidated Financial Statements in accordance
with accounting principles generally accepted in the United States of
America.  Significant accounting policies are as follows:




Basis of
Presentation





Interim
Financial Statements




The
accompanying interim unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
8 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In our opinion, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month period ended
September 30, 2009 and 2008 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2009. While management of the
Company believes that the disclosures presented herein are adequate and not
misleading, these interim condensed consolidated financial statements should be
read in conjunction with the restated audited consolidated financial statements
and the footnotes thereto for the fiscal year ended December 31, 2008 as filed
with the Securities and Exchange Commission as an exhibit to our Form
10-K/A.





Principle of
Consolidation





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





Accounting Changes And Error
Corrections




The
Company determined that accounting errors existed in reporting the acquisition
of AEN, as a result of the Company not appropriately determining the fair value
of its common stock issued in connection with the acquisition. The Company has
restated its financial statements for the quarters ended March 31, 2008, June
30, 2008, and September 30, 2008, and for the year ended December 31, 2008, to
record goodwill on the acquisition at the excess of the fair value of the
consideration given (i.e., the common stock issued) and the liabilities assumed
over the estimated fair value of the assets acquired. The restated financial
statements include the disclosures required under ASC Topic 820, “Accounting
Changes and Error Corrections”.




A revised
stock price of $0.10 per share was used for the valuation of the common stock
issued for the AEN acquisition. This price was derived from an average of the
stock price at the time of the acquisition and the stock price used in the
private placement dated March 24, 2008. This revaluation resulted in an increase
of $7 million in the purchase price of AEN, to a total consideration of
approximately $10.1 million, and a corresponding adjustment of the estimated
recoverable value of recorded goodwill from approximately $3.4 million to
approximately $10.4 million.


7





The
Company also discovered classification errors in its consolidated financial
statements for cash and cash equivalents and marketable securities. The Company
has reclassified marketable securities on its restated consolidated balance
sheets for the aforementioned reporting periods. The Company has also corrected
errors in reporting cash flow activity relative to purchases and redemptions of
marketable securities on its restated consolidated statements of cash flows for
the aforementioned reporting periods.




Use of
Estimates




The
preparation of Condensed Consolidated Financial Statements in conformity with
accounting principles generally accepted in the United States (“GAAP”) requires
management to make estimates and assumptions that affect (i) the reported
amounts of assets and liabilities, (ii) the disclosure of contingent assets
and liabilities known to exist as of the date the Condensed consolidated
Financial Statements are published, and (iii) the reported amount of net
sales and expenses recognized during the periods presented. Adjustments made
with respect to the use of estimates often relate to improved information not
previously available. Uncertainties with respect to such estimates and
assumptions are inherent in the preparation of Condensed consolidated Financial
Statements; accordingly, actual results could differ from these
estimates.





Revenue
Recognition





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





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





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





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


8





Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through September
30, 2009. Therefore, a sales return allowance has not been established
since management believes returns will be insignificant.





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, 2009 and December
31, 2008, the Company had cash equivalents in the amount of $2,542 and $375,058,
respectively, all in low risk investments or bank accounts.





Marketable
Securities




The
Company holds marketable securities with a financial institution. The
investments are highly liquid, short-term securities and the fair value of these
securities has little or no change from the original purchase price. The amounts
held at September 31, 2009 and December 31, 2008 were $181,500 and $1,025,000
respectively.





Accounts
Receivable





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





Property and
Equipment





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





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





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





9





Impairment Of Long-Lived
Assets and
Long-Lived Assets To Be Disposed Of





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





If the
long-lived assets are identified as being planned for disposal or sale, they
would be separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet. As of September 30, 2009 this does not
apply.





Income
Taxes





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





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





Concentration of Credit
Risk





Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash. The Company maintains cash balances at one
financial institution, which is insured by the Federal Deposit Insurance
Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on
account balances. The amounts that are not insured by FDIC limitations are held
in short-term securities. As of September 30, 2009 and December 31, 2008, there
were approximately $2,542 and $1,025,000, respectively in these accounts. The
Company has not experienced any losses in such accounts.





Share-Based
Compensation





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





10




Earnings (Loss) Per
Share


Earnings
(loss) per share is computed in accordance with ASC Topic 260, "Earnings per
Share". Basic earnings (loss) per share is computed by dividing net income
(loss), after deducting preferred stock dividends accumulated during the period,
by the weighted-average number of shares of common stock outstanding during each
period. Diluted earnings per share is computed by dividing net income by the
weighted-average number of shares of common stock, common stock equivalents and
other potentially dilutive securities outstanding during the period. The
outstanding warrants for the quarters ended September, 31, 2009 and 2008, are
anti-dilutive and therefore are not included in earnings (loss) per
share.





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





Quarter
      Ended
                    
                    
                    Quarter
      EndedSeptember
      30,
                    
                    
                    September
      30,2009
                    
                    
                    2008Warrants
                    
                    
                    600,000
                    
                    
                    
                    50,100,000Total
                    
                    
                    600,000
                    
                    
                    
                    50,100,000





Reclassifications




Certain
prior year amounts have been reclassified to conform to the current period
presentation for comparative purposes.





Segment
Information





The
Company currently operates two business operations within its two subsidiaries,
America’s Emergency Network, Inc. (“AEN”) and Laurentian Peak Capital Group. In
2008, all of the Company’s operations were in AEN, which is the material
business segment. Laurentian’s business activities and operations were minimal
in 2009 and 2008, and its operations are not materially considered in
management’s decision making. The entire business is comprehensively managed by
a single management team that reports to the Chief Executive Officer.
Accordingly, the Company does not have separately reportable segments as defined
by ASC 280, Disclosures about
Segments of a Enterprise and Related
Information.





Recent Accounting
Pronouncements





Recent
accounting pronouncements that the Company has adopted or that will be required
to adopt in the future are summarized below.




In
September 2009, Accounting Standards Codification (“ASC”) became the source
of authoritative U.S. GAAP recognized by the Financial Accounting Standards
Board (“FASB”) for nongovernmental entities, except for certain FASB Statements
not yet incorporated into ASC. Rules and interpretive releases of the SEC under
federal securities laws are also sources of authoritative U.S. GAAP for
registrants. The discussion below includes the applicable ASC
reference.




The
Company adopted ASC Topic 810-10 Consolidation(formerly SFAS
No. 160, Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB
No. 51) effective January 2, 2009. Topic 810-10 changes
the manner of presentation and related disclosures for the noncontrolling
interest in a subsidiary (formerly referred to as a minority interest) and
for the deconsolidation of a subsidiary. The presentation changes are
reflected retrospectively in the Company’s unaudited condensed consolidated
financial statements.


11




ASC Topic
815-10 Derivatives and
Hedging (formerly SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities) was adopted by the Company effective
January 2, 2009. The guidance under Topic 815-10 changes the manner of
presentation and related disclosures of the fair values of derivative
instruments and their gains and losses.




The
Company adopted ASC Topic 825-10 Financial Instruments
(formerly, FASB Staff Position No. SFAS 107-1 and APB No. 28-1, Disclosures about the Fair Value of
Financial Instruments), which requires quarterly disclosure of
information about the fair value of financial instruments within the scope of
Topic 825-10. The Company adopted this pronouncement effective April 1,
2009.




In April
2009, the Company adopted ASC Topic 820-10-65 Fair Value Measurements and
Disclosures (formerly FASB Staff Position No. SFAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly).The standard provides
additional guidance for estimating fair value in accordance with Topic 820-10-65
when the volume and level of activity for the asset or liability have
significantly decreased and includes guidance on identifying circumstances that
indicate if a transaction is not orderly. The Company adopted this pronouncement
effective April 1, 2009 with no impact on its consolidated financial
statements.




The
Company adopted, ASC Topic 855-10 Subsequent Events(formerly
SFAS 165, Subsequent
Events) effective April 1, 2009. This pronouncement changes the
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued.




In June
2009, the FASB finalized SFAS No. 167, Amending FASB interpretation
No. 46(R),which was included in ASC Topic 810.The provisions of ASC
810 amend the definition of the primary beneficiary of a variable interest
entity and will require the Company to make an assessment each reporting period
of its variable interests. The provisions of this pronouncement are effective
January 1, 2010. The Company is evaluating the impact of the statement on
its consolidated financial statements.





In July
2009, the FASB issued SFAS No. 168, The Hierarchy of Generally Accepted
Accounting Principles. SFAS 168 codified all previously issued accounting
pronouncements, eliminating the prior hierarchy of accounting literature, in a
single source for authoritative U.S. GAAP recognized by the FASB to be applied
by nongovernmental entities. SFAS 168, now ASC Topic 105-10 Generally Accepted Accounting
Principles, is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The adoption of this
pronouncement did not have an effect on the consolidated financial
statements.




In August
2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05,
Measuring Liabilities at Fair
Value, which clarifies, among other things, that when a quoted price in
an active market for the identical liability is not available, an entity must
measure fair value using one or more specified techniques. The Company adopted
the pronouncement effective July 1, 2009 with no impact on its consolidated
financial statements.




In
October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue
Arrangements, which revises the existing multiple-element revenue
arrangements guidance and changes the determination of when the individual
deliverables included in a multiple-element revenue arrangement may be treated
as separate units of accounting, modifies the manner in which the transaction
consideration is allocated across the separately identified deliverables and
expands the disclosures required for multiple-element revenue arrangements. The
pronouncement is effective for financial statements issued after
December 31, 2010. The Company does not expect the pronouncement to have a
material effect on its consolidated financial statements.





12




NOTE
4 – FAIR VALUE OF FINANCIAL INSTRUMENTS





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




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




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





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





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





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





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


Fair value measurement at reporting date usingDescription
                  
                  September 30,
                    2009
                  
                  
                  Quoted Prices in Active
                    Markets for Identical Assets
                    (Level 1)
                  
                  
                  Significant Other
                    Observable Inputs
                    (Level 2)
                  
                  
                  Significant
                    Unobservable Inputs
                    (Level 3)AssetsCash
      e  Cash Equivalents:Money
      market
                  
                  
                  2,542
                  
                  
                  
                  2,542
                  
                  
                  
                  —
                  
                  
                  
                  —Marketable
      securities:Mutual
      Funds
                  
                  
                  156,500
                  
                  
                  
                  156,500
                  
                  
                  
                  —
                  
                  
                  
                  —Preferred/FixedRate
      CapSecurities
                  
                  
                  25,000
                  
                  
                  
                  —
                  
                  
                  
                  25,000
                  
                  
                  
                  —Total
      assets
                  
                  $
                  184,042
                  
                  
                  $
                  159,042
                  
                  
                  $
                  25,000
                  
                  
                  $
                  —




No other
than temporary impairments were recognized for the three and nine months ended
September 30, 2009.


13


NOTE
5 - EQUITY





Private Placement
Offering





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





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





Common
Stock





As of
September 30, 2009 and December 31, 2008, the Company authorized 950,000,000
shares of common stock, at $.001 par value and of which 149,054,881 and
221,854,881 were issued and outstanding as of September 30, 2009 and December
31, 2008, respectively.





During the three months
ended September 30, 2009, the Company issued 200,000 shares of common stock as a
result of the exercise of warrants.





Preferred
Stock





As of September 30, 2009 and
December 31, 2008, the Company authorized 25,000,000 shares of preferred stock,
at $.001 par value and there are no preferred shares issued and outstanding as
of September 30, 2009 and December 31, 2008.





Options


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





Warrants


As of
September 30, 2009, the Company has 600,000 common stock warrants
outstanding.





The
following represents the stock warrant activity during the years ended December
31, 2008 and quarter ended September 30, 2009:


WeightedAverageWarrants
                  
                  
                  PriceBalance,
      12/31/07
                  
                  
                  51,100,000
                  
                  
                  $
                  .001Activity:Activity
      1/1/08-12/31/08-Warrants exercised
                  
                  
                  (50,300,000
                  )
                  
                  
                  .001Balance,
      12/31/08
                  
                  
                  800,000
                  
                  
                  $
                  .001Activity:Activity
      1/1/09-9/30/09—Warrants exercised
                  
                  
                  (200,000)
                  
                  
                  
                  —Balance  9/30/09
                  
                  
                  600,000
                  
                  
                  $
                  .001


14





Redemption And Cancellation
Of Common Stock




Effective
June 15, 2009, Robert Adams redeemed, for the sum of $100,000, 24,000,000 of the
25,000,000 shares held in the name of Adams Family Company LLC of which Robert
Adams is the controlling Member.  Also Matthew Straeb, for the
sum of $100,000, redeemed 24,000,000 of the 25,000,000 shares held in the name
of RMS Associates of Broward, LLC of which Matthew Straeb is the controlling
Member. The 48,000,000 shares were subsequently cancelled by the
Company.




Effective
June 15, 2009, Bryan Norcross and Max Mayfield each redeemed 12,500,000 shares
of common stock for no consideration, and the 25,000,000 shares were
subsequently cancelled by the Company.





NOTE 6
- ACQUISITIONS





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





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





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





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





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





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


15





The
summarized unaudited pro forma financial information for the quarter ended
September 30, 2008 that follows assumes the acquisition of America’s Emergency
Network, LLC was consummated on January 1, 2008:





Nine
      monthsEndedSeptember
      30,2008SALES
                      
                      $
                      75,000COST
      OF SALES
                      
                      
                      6,166GROSS
      PROFIT
                      
                      
                      68,834SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES
                      
                      
                      791,841LOSS
      FROM OPERATIONS
                      
                      
                      (723,007)OTHER
      INCOMEInterest
      income
                      
                      
                      20,345Total
      Other Income
                      
                      
                      20,345LOSS
      BEFORE INCOME TAXES
                      
                      
                      (702,662
                      )INCOME
      TAX BENEFIT
                      
                      
                      —NET
      LOSS
                      
                      $
                      (702,662
                      )LOSS
      PER SHARE - BASIC AND DILUTED
                      
                      $
                      (.01)WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
                      
                      
                      142,839,070





NOTE
7 – RELATED PARTY TRANSACTIONS





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





NOTE
8 - PROPERTY AND EQUIPMENT





The
Company has fixed assets as of September 30, 2009 and December 31, 2008 as
follows:





September
                      30, 2009
                    
                    
                    December
                      31, 2008Property
      Plant & Equipment
                    
                    $
                    547,599
                    
                    
                    $
                    466,574Accumulated
      depreciation
                    
                    
                    (201,354
                    )
                    
                    
                    (111,354
                    )Total
                    
                    $
                    346,245
                    
                    
                    $
                    355,220


16


NOTE
9 - INCOME TAXES





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





For
income tax reporting purposes, the Company’s aggregate unused net operating
losses approximate $3,730,216 which expire in various years through 2028,
subject to limitations of Section 382 of the Internal Revenue Code, as amended.
The Company has provided a valuation reserve against the full amount of the net
operating loss benefit, because in the opinion of management based upon the
earning history of the Company, it is more likely than not that the benefits
will not be realized.




Under the
Tax Reform Act of 1986, the benefits from net operating losses carried forward
may be impaired or limited on certain circumstances. Events which may cause
limitations in the amount of net operating losses that the Company may utilize
in any one year include, but are not limited to, a cumulative ownership change
of more than 50% over a three-year period. The impact of any limitations that
may be imposed for future issuances of equity securities, including issuances
with respect to acquisitions have not been determined.





Deferred
income taxes result from temporary differences in the recognition of income and
expenses for the financial reporting purposes and for tax purposes. The tax
effect of these temporary differences representing deferred tax asset and
liabilities result principally from the
following:





September
                    30, 2009
                  
                  
                  September
                    30, 2008Net
      operating loss carryforward
                  
                  
                  158,162
                  
                  
                  
                  92,407Valuation
      allowance
                  
                  
                  (158,162
                  )
                  
                  
                  (92,407
                  )Deferred income tax
      asset
                  
                  $
                  -
                  
                  
                  
                  -





NOTE
10 – COMMITMENT AND CONTINGENCIES





The
Company entered into various consulting agreements related to services to be
rendered by the consultants.  The agreements are currently in
place.





NOTE
11 – SUBSEQUENT EVENTS





Effective
October 31, 2009, Brad Hacker resigned as  Chief Financial Officer and
member of the Board of Directors of the Company and a new interim Chief
Financial Officer was appointed.  There are no disagreements with Mr.
Hacker on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.





On  Nov
18, 2009, Brampton has scheduled in Circuit Court a motion for a default final
judgment against Blackpool Corporate Advisors LLC for damages in the amount of
$33,403.75. On October 23 2009, the court entered an order of default against
the defendant for failure to obtain counsel.





The
Company evaluated subsequent events through November 16, 2009.


17





* * * * *
* * * * * *


18


In this
Quarterly Report on Form 10-Q, “Company,” “our company,” “us,” and “our” refer
to Brampton Crest International Inc., unless the context requires
otherwise.





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-Q,
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 key customers and competition in its markets,
market demand, product performance, technological developments, maintenance of
relationships with key suppliers, difficulties of hiring or retaining key
personnel and any changes in current accounting rules, all of which may be
beyond the control of the Company. The Company adopted at management’s
discretion, the most conservative recognition of revenue based on the most
astringent guidelines of the SEC in terms of recognition of software licenses
and recurring revenue. Management will elect additional changes to revenue
recognition to comply with the most conservative SEC recognition on a forward
going accrual basis as the model is replicated with other similar markets (i.e.
SBDC). 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.





Forward-looking
statements involve risks, uncertainties and other factors, which may cause our
actual results, performance or achievements to be materially different from
those expressed or implied by such forward-looking statements. Factors and risks
that could affect our results and achievements and cause them to materially
differ from those contained in the forward-looking statements include those
identified in the section titled “Risk Factors” in the Company’s Annual Report
on Form 10-K/A for the year ended December 31, 2008, as well as other factors
that we are currently unable to identify or quantify, but that may exist in the
future.




In
addition, the foregoing factors may affect generally our business, results of
operations and financial position. Forward-looking statements speak only as of
the date the statement was made. We do not undertake and specifically decline
any obligation to update any forward-looking statements.





Overview





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





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




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


19




During
the second and third quarters of 2008, we accepted subscriptions for 9,915,943
shares of common stock, at a price of $.17 per share, resulting in gross
proceeds of One Million Six Hundred Seventy-One Thousand Seven Hundred and Ten
Dollars ($1,671,710).  After legal costs and commissions the net proceeds
to the Company were approximately $1,525,000.  No other warrants or options
are associated with the stock purchase.  The common stock issued to U.S.
investors was sold based on an exemption from registration pursuant to Section
4(2) and Rule 506 of Regulation D of the Securities Act of 1933 and the common
stock issued to non-U.S. investors was sold based on an exemption from
registration pursuant to Regulation S of the Securities Act of
1933.




Business





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




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




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




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





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





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





America's Emergency
Network





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


20





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





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





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





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


21





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





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





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




In the
quarter ended September 30, 2009, a permanent network was deployed and the
conversion of the beta systems that were deployed in 2008 over to that network
was begun. The permanent network is an expanded version of the temporary beta
system with enhancements derived from the beta process as well as the addition
of security measures. In addition, sales plans and system packages were
finalized and detailed proposals were prepared. In addition, in response to the
cutbacks in government funding that occurred in 2008, the management elected to
accelerate the introduction of AEN technology into other markets less affected
by the economic climate. The process of packaging existing products for other
markets and introducing complementary products was begun and continues. Since
AEN’s products can lead to cost savings as well as additional content for media
outlets, we expect that simultaneous development of products for those markets
as well as for government agencies will be beneficial.




In
addition, in the quarter ended September 30, 2009, the management elected to
focus company resources on increasing the number of distribution partners for
its feeds, mainly the co-owned websites of television and radio stations and
newspapers. It is expected that a significant number of websites will sign up to
carry the streaming video feeds from the National Hurricane Center in Miami and
other government agencies in Florida for the 2009 hurricane season. In turn, we
expect that the larger distribution network will encourage more government
agencies to subscribe to the AEN system to distribute critical news briefings in
2010.




Results of
Operations





Revenues
decreased from $75,000 for the three months ended September 30, 2008 to $10,350
for the three months ended September 30, 2009. This decrease was primarily as a
result of revenues from the contract with Peacock Productions not realized in
the current quarter.  Revenues for the nine months ended September 30,
2009 and 2008 increased to $125,286 from $75,000, respectively.


22





Cost of
goods sold increased to $48,527 for the three months ended September 30, 2009
from $6,166 for the three months ended September 30, 2008.  Cost of
goods sold increased to $89,650 for the nine months ended September 30, 2009
from $6,166 for the nine months ended September 30, 2008. Our cost of goods sold
is primarily due to costs associated with the current quarter sales at a lower
margin than the Peacock revenue which is consulting fees and have a higher
profit margin.





General
and administrative expenses increased to $317,679 for the three months ended
September 30, 2009 from $273,693 for the three months ended September 30,
2008.  General and administrative expenses increased to $1,097,571 for
the nine months ended September 30, 2009 from $611,455 for the nine months ended
September 30, 2008. We introduced an aggressive cost-cutting initiative in the
period and anticipate it will be able to realize additional cost savings going
forward.





Selling
and marketing expenses increased to $33,624 for the three months ended September
30, 2009 from $25,575 for the three months ended September 30,
2008.  Selling and marketing expenses increased to $93,493 for the
nine months ended September 30, 2009 from $58,498 for the nine months ended
September 30, 2008.   The increase is due to costs associated
with the AEN merger. The increase consists primarily of $115,671 of salary and
payroll related expenses and costs paid to independent contractors of
$38,797 for consultants and professional fees.





Depreciation
and amortization increased to $30,000 for the three months ended September 30,
2009 from $20,424 for the three months ended September 30,
2008.  Depreciation and amortization increased to $90,000 for the nine
months ended September 30, 2009 from $61,277 for the nine months ended September
30, 2008.   The increase in depreciation and amortization relates
to the acquisition of new assets from AEN.





Liquidity and Capital
Resources.





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





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





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





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





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


23


Our cash
(used in) operating activities is ($934,991) and ($742,072) for the nine months
ended September 30, 2009 and 2008, respectively.  The increase is mainly
attributable to the increase in operating expenses while implementing our
business plan.





Cash
provided by (used in) investing activities was $762,475 and ($1,654,524) for the
nine months ended September 30, 2009 and 2008, respectively.  We
redeemed our marketable securities to increase our operation.





Cash
(used in) provided by financing activities was ($200,000) and $2,474,233 for the
nine months ended September 30, 2009 and 2008, respectively.  We
repurchased our common stock for $200,000 and received from the sale of our
common stock of $2,474,233 the nine months ended September 30, 2009 and 2008
respectively.





The
Company has an accumulated net loss of $13,740,216.  Further, the
Company has inadequate working capital to maintain or develop its operations,
and is dependent upon funds from private investors and the support of certain
stockholders.




These
factors raise substantial doubt about the ability of the Company to continue as
a going concern.  The Condensed Consolidated Financial Statements do not
include any adjustments that might result from the outcome of these
uncertainties.  In this regard, Management is planning to raise any
necessary additional funds through loans and additional sales of its common
stock. There is no assurance that the Company will be successful in raising
additional capital.




The
Company's ability to meet its obligations and continue as a going concern is
dependent upon its ability to obtain additional financing, and the achievement
of profitable operations.   The Company cannot reasonably be
expected to earn revenue in the exploration stage of operations. Although the
Company plans to pursue additional financing, there can be no assurance that the
Company will be able to secure financing when needed or to obtain such financing
on terms satisfactory to the Company, if at all.





Off-balance sheet
arrangements





We have
no off-balance sheet arrangements including arrangements that would affect the
liquidity, capital resources, market risk support and credit risk support or
other benefits.




Critical Accounting
Policies





Revenue
Recognition





Revenue
includes product sales. The Company recognizes revenue from product sales in
accordance with Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition in
Financial Statements” which is at the time customers are invoiced at shipping
point, provided title and risk of loss has passed to the customer, evidence of
an arrangement exists, fees are contractually fixed or determinable, collection
is reasonably assured through historical collection results and regular credit
evaluations, and there are no uncertainties regarding customer
acceptance.


24


Segment
Information





The
Company currently operates two business operations within its two subsidiaries,
America’s Emergency Network, Inc. (“AEN”) and Laurentian Peak Capital Group. In
2008, all of the Company’s operations were in AEN, which is the material
business segment. Laurentian’s business activities and operations were minimal
in 2009 and 2008, and its operations are not materially considered in
management’s decision making. The entire business is comprehensively managed by
a single management team that reports to the Chief Executive Officer.
Accordingly, the Company does not have separately reportable segments as defined
by ASC 280, Disclosures about
Segments of a Enterprise and Related
Information.





Additional
Information





Brampton
files reports and other materials with the Securities and Exchange
Commission.  These documents may be inspected and copied at the
Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room
1580, Washington, D.C. 20549.  You can obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330.  You can also get copies of documents that the Company
files with the Commission through the Commission’s Internet site at www.sec.gov.





ITEM 3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





We do not
hold any derivative instruments and do not engage in any hedging activities.
Most of our activity is the development and mining of our mining
claim.





ITEM
4. CONTROLS AND PROCEDURES





a)
Evaluation of Disclosure Controls and Procedures





Our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under
the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the last
day of the fiscal period covered by this report, September 30,
2009.  The term disclosure controls and procedures means our controls
and other procedures that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to management, including
our principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.





Our
principal executive officer and our principal financial officer, are responsible
for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act
Rules 13a-15(f).  Our principal executive officer and our
principal financial officer  are required to base their assessment of
the effectiveness of our internal control over financial reporting on a
suitable, recognized control framework, such as the framework developed by the
Committee of Sponsoring Organizations (COSO).  The COSO framework,
published in Internal
Control-Integrated Framework, is known as the COSO Report.  Our
principal executive officer and our principal financial officer, have chosen the
COSO framework on which to base their assessment.


25


On July
7, 2009, the Company’s Board of Directors and management determined that our
financial statements for the year ended December 31, 2008 could no longer be
relied upon because of a change in the accounting treatment of the Merger
discussed and accounted for in those financial statements as prepared by our
prior Chief Executive Officer and audited by our current
auditors.  Based on this factor and the above evaluation, our
principal executive officer and our principal financial officer concluded that
our disclosure controls and procedures were not effective for the prior quarter.
Management identified the following control deficiencies that led to our
assessment of the ineffectiveness of disclosure controls and procedures: (1) an
inadequate segregation of duties consistent with control objectives; (2)
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; and (3) ineffective controls over period end financial
disclosure and reporting processes.





Subsequent
to September 30, 2009, the Company filed amendments to its financial statements
for the year ended December 31, 2008 and for its quarterly financial statements
to rectify the deficiency in accounting disclosure. In addition, the Company
retained our new interim chief financial officer, a certified public
accountant.  Due to the size of our Company and the costs associated
to remediate these issues, we still consider the concerns listed to be relevant.
Based on that evaluation, our principal executive officer and our principal
financial officer have concluded that our disclosure controls and procedures as
of September 30, 2009 are not effective due to material weaknesses in our
internal controls over financial reporting described above, and other factors
related to the Company’s financial reporting processes. The Company is in the
process of evaluating and continuing to rectify the internal controls and
procedures to ensure that the internal controls and procedures satisfy the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control — Integrated Framework.





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





b)
Changes in Internal Control over Financial Reporting.





During
the Quarter ended September 30, 2009, except as discussed on section (a) above,
there was no change in our internal control over financial reporting (as such
term is defined in Rule 13a-15(f) under the Exchange Act) that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.





PART
II – OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries' officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.  Although, on Nov 18, 2009, Brampton has
scheduled in Circuit Court a motion for a default final judgment against
Blackpool Corporate Advisors LLC for damages in the amount of $33,403.75. On
October 23, 2009 the court entered an order of default against the defendant for
failure to obtain counsel.


26


ITEM 1A
- Risk Factors





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





POSSIBLE
“PENNY STOCK” REGULATION





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





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





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





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





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





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





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




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





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


27


RISKS
RELATING TO OWNERSHIP OF OUR COMMON STOCK





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





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





·
            Changes
      in or failure to meet market
expectations;





·
            Fluctuations
      in stock market price and volume





WE
DO NOT INTEND TO PAY DIVIDENDS





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




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




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





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


28


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





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





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





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


29


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





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





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




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




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





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





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


30


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





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





WE
MAY NOT HAVE ACCESS TO SUFFICIENT CAPITAL TO PURSUE OUR BUSINESS AND THEREFORE
WOULD BE UNABLE TO ACHIEVE OUR PLANNED FUTURE GROWTH:





As
discussed above, we intend to pursue a growth strategy that includes development
of the Company's business plan.  Currently we have limited capital
which is insufficient to pursue our plans for development and
growth.  Our ability to implement our exploration plans will depend
primarily on our ability to obtain additional private or public equity or debt
financing.  Such financing may not be available at all, or we may be
unable to locate and secure additional capital on terms and conditions that are
acceptable to us.  Our failure to obtain additional capital will have
a material adverse effect on our business.





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





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





There
were no changes in securities and registrant purchases of equity securities
during the period ended September 30, 2009 except that effective September 15,
2009, Robert Adams redeemed, for the sum of $100,000, 24,000,000 of the
25,000,000 shares held in the name of Adams Family Company LLC of which Robert
Adams is the controlling Member.  Also Matthew Straeb, for the
sum of $100,000, redeemed 24,000,000 of the 25,000,000 shares held in the name
of RMS Associates of Broward, LLC of which Matthew Straeb is the controlling
Member. The 48,000,000 shares were subsequently cancelled by the
Company.


31


Effective
September 15, 2009, Bryan Norcross and Max Mayfield each redeemed 12,500,000
shares of common stock for no consideration, and the 25,000,000 shares were
subsequently cancelled by the Company.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





There
were no defaults upon senior securities during three months ended September 30,
2009.





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





There
were no matters submitted to the vote of securities holders during three months
ended September 30, 2009.





ITEM
5. OTHER INFORMATION




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




ITEM
6.  EXHIBITS




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




31.2
            Certification
      of Chief Financial 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 Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act




32


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934 the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


Registrant
                          Brampton
      Crest International Inc.Date:
      November 16, 2009
                          By:
                          /s/ Bryan NorcrossBryan
      NorcrossChief
      Executive Officer (Principle Executive
Officer)





By:
                            /s/ Pamela J. ThompsonPamela J. Thompson Interim Chief Financial Officer
      (Interim
                              Principle
      Financial
Officer)




33