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

                                 ---------------

                                   FORM 10-QSB

                                 ---------------

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                       OR

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

                       Commission file number 000-1321002


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


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


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


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


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


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

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

As of May 3, 2006, there were 51,518,710 shares of the Registrant's common stock
issued and outstanding.

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

                        BRAMPTON CREST INTERNATIONAL INC.

Part I. Financial Information                                               Page

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

      (a)   Condensed Balance Sheets as of March 31, 2006 (unaudited)
            and December 31, 2005                                            F-2

      (b)   Statements of Operations for the Three Months Ended
            March 31, 2006 and 2005 (unaudited)                              F-3

      (c)   Statements of Cash Flow for the Three Months Ended
            March 31, 2006 and 2005 (unaudited)                              F-4

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

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             14

Item 3. Controls and Procedures 19


Part II. Other Information                                                    19

Item 1. Legal Proceedings                                                     19

Item 2. Changes in Securities and Small Business Issuer Purchases
        of Equity Securities                                                  19

Item 3. Defaults Upon Senior Securities                                       19

Item 4. Submission of Matters to a Vote of Security Holders                   19

Item 5. Other Information                                                     19

Item 6. Exhibits                                                              19


Signatures                                                                    20
<PAGE>

PART I FINANCIAL INFORMATION

General

      The accompanying reviewed financial statements have been prepared in
accordance with the instructions to Form 10-QSB. Therefore, they do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flow, and stockholders' equity in
conformity with generally accepted accounting principles. Except as disclosed
herein, there has been no material change in the information disclosed in the
notes to the financial statements included in the Company's registration
statement on Form 10-KSB for the year ended December 31, 2005 (audited) and the
quarter ended March 31, 2006. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the quarter ended March 31, 2006 are not
necessarily indicative of the results that can be expected for the year ended
December 31, 2006.


                                       F-1
<PAGE>

                        BRAMPTON CREST INTERNATIONAL INC.

                              FINANCIAL STATEMENTS

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

                                                     March 31,    December 31,
                                                       2006             2005
                                                    -----------     -----------
                                                    (Unaudited)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                         $   907,178     $   930,911
  Inventory                                               2,959           3,581
                                                    -----------     -----------

    Total current assets                                910,137         934,492
                                                    -----------     -----------
PROPERTY AND EQUIPMENT
  Office Furniture                                          834             834
  Accumulated Depreciation                                 (234)           (119)
                                                    -----------     -----------
    Total property and equipment                            600             715
                                                    -----------     -----------
TOTAL ASSETS                                        $   910,737     $   935,207
                                                    ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                  $    12,612     $    15,139
                                                    -----------     -----------


STOCKHOLDERS' EQUITY
  Common stock                                           51,518          51,518
  Additional paid-in capital                          1,589,900       1,589,900
  Accumulated deficit                                  (743,293)       (721,350)
                                                    -----------     -----------

    Total stockholders' equity                          898,125         920,068
                                                    -----------     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $   910,737     $   935,207
                                                    ===========     ===========

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


                                       F-2
<PAGE>

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

                                                Three Months       Three Months
                                                   Ended              Ended
                                                  March 31,          March 31,
                                                    2006               2005
                                                ------------       ------------

SALES                                           $      2,112       $        649

COST OF SALES                                            622                409

                                                ------------       ------------

  GROSS PROFIT                                         1,490                240

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                              34,473             58,604
                                                ------------       ------------

LOSS FROM OPERATIONS                                 (32,983)           (58,364)
                                                ------------       ------------

OTHER INCOME (EXPENSES)

  Interest income                                     11,040              2,286
                                                ------------       ------------

     Total Other Income                               11,040              2,286
                                                ------------       ------------

LOSS BEFORE INCOME TAXES                             (21,943)           (56,078)

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

NET LOSS                                        $    (21,943)      $    (56,078)
                                                ============       ============

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

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING - BASIC AND DILUTED                  51,518,710         49,787,092
                                                ============       ============

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


                                       F-3
<PAGE>

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

                                                   Three Months    Three Months
                                                       Ended           Ended
                                                     March 31,       March 31,
                                                       2006            2005
                                                   ------------    ------------

CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net loss                                          $    (21,943)   $    (56,078)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation                                             115              --
   Changes in operating assets and liabilities:
   (Increase) decrease in:
     Inventory                                              622          (5,137)
     Prepaid and other current assets                        --           3,750
   (Decrease) in:
     Accounts payable and accrued expenses               (2,527)        (10,000)
                                                   ------------    ------------

Net Cash Used In Operating Activities                   (23,733)        (67,465)
                                                   ------------    ------------

Net Cash Provided by (Used in) Investing
 Activities                                                  --              --
                                                   ------------    ------------

Net Cash Provided by (Used in) Financing
 Activities                                                  --              --
                                                   ------------    ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS               (23,733)        (67,465)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          930,911         903,310
                                                   ------------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD           $    907,178    $    835,845
                                                   ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOWS INFORMATION:
  Interest paid during the period                  $         --    $         --
                                                   ============    ============
  Income taxes paid during the period              $         --    $         --
                                                   ============    ============
  Issuance of common stock in settlement
  of litigation                                    $         --    $    100,000
                                                   ============    ============

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


                                       F-4
<PAGE>

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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

               For the Three Months Ended March 31, 2006 and 2005

NOTE 1 - BASIS OF PRESENTATION

      The accompanying financial statements, which are for interim periods, do
      not include all disclosures provided in the annual financial statements.
      These unaudited financial statements should be read in conjunction with
      the financial statements and footnotes thereto contained in the Form
      10-KSB for the year ended December 31, 2005 of Brampton Crest
      International, Inc. as filed with the U.S. Securities and Exchange
      Commission. The summary December 31, 2005 balance sheet was derived from
      audited financial statements but does not include all disclosures required
      by generally accepted accounting principles at December 31, 2005.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      ORGANIZATION AND CAPITALIZATION

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

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

      BUSINESS

      The Company was originally engaged in the sale and distribution of
      consumer personal care products and professional laser hair removal. Prior
      to the bankruptcy filing, the Company had already lost substantially all
      of its assets to a creditor and business activities were reduced to a
      minimum. Following the bankruptcy and through March 31, 2006, business
      activities were still kept at a minimum.


                                       F-5
<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

               For the Three Months Ended March 31, 2006 and 2005

      USE OF ESTIMATES

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

      CASH AND CASH EQUIVALENTS

      The Company considers all highly liquid investments with an original term
      of three months or less to be cash equivalents. At March 31, 2006, the
      Company had cash equivalents in the amount of approximately $900,000
      invested in income securities.

      ACCOUNTS RECEIVABLE

      The Company conducts business and extends credit based on the evaluation
      of its customers' financial condition, generally without requiring
      collateral. Exposure to losses on receivables is expected to vary by
      customer due to the financial condition of each customer. The Company
      monitors credit losses and maintains allowances for anticipated losses
      considered necessary under the circumstances. Recoveries of accounts
      previously written off are recognized as income in the periods in which
      the recoveries are made.

      INVENTORY

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

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

      The Company reviews long-lived assets for impairment whenever events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable. Recoverability of assets to be held and used is
      measured by a comparison of the carrying amount of an asset to future
      undiscounted cash flows expected to be generated by the asset. If such
      assets are considered to be impaired, the impairment to be recognized is
      measured by the amount by which the carrying amount of the assets exceeds
      the fair value. Assets to be disposed of are reported at the lower of the
      carrying amount or fair value less costs to sell. There were no assets
      impairments during the three months ended March 31, 2006 and for the year
      ended December 31, 2005.

      REVENUE RECOGNITION

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


                                       F-6
<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
              NOTES TO CONDENSED FINANCIAL STATEMENTS For the Three
                      Months Ended March 31, 2006 and 2005

      PROPERTY AND EQUIPMENT

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

      FAIR VALUE OF FINANCIAL INSTRUMENTS

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

      INCOME TAXES

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

      EARNINGS (LOSS) PER SHARE

      Earnings (loss) per share is computed in accordance with SFAS No. 128,
      "Earnings per Share". Basic earnings (loss) per share is computed by
      dividing net income (loss), after deducting preferred stock dividends
      accumulated during the period, by the weighted-average number of shares of
      common stock outstanding during each period. Diluted earnings per share is
      computed by dividing net income by the weighted-average number of shares
      of common stock, common stock equivalents and other potentially dilutive
      securities outstanding during the period. The outstanding warrants at
      March 31, 2006 and 2005 respectively are anti-dilutive and therefore are
      not Included in earnings (loss) per share.

      RECENT ACCOUNTING PRONOUNCEMENTS

            In May 2004, the FASB issued SFAS No. 150 (SFAS 150), "Accounting
      for Certain Financial Instruments with Characteristics of both Liabilities
      and Equity," which establishes standards for how an issuer classifies and
      measures in its statement of financial position certain financial
      instruments with characteristics of both liabilities and equity. It
      requires that an issuer classify a financial instrument that is within its
      scope as a liability (or an asset in some circumstances) because that
      financial instrument embodies an obligation of the issuer. The Company
      does not expect SFAS 150 to have a material impact on the Company's
      financial statements.

      In November 2004 the FASB issued SFAS No. 151, Inventory Costs. SFAS
      No.151 amends the guidance in Accounting Research Bulletin 43, Inventory
      Pricing, to clarify the accounting for abnormal amounts of idle facility
      expenses, freight, handling costs and wasted material (spoilage) cost.
      SFAS No. 151 requires those items to be excluded from the cost of
      inventory and expensed when incurred. It also requires the allocation of
      fixed production overheads to the costs of conversion be based on the
      normal capacity of the production facilities. SFAS No. 151 is effective
      for fiscal years beginning after June 15, 2005. We are still evaluating
      the impact of adopting SFAS No 151, but we do not expect it to have a
      material impact on our results of operations or financial position.


                                       F-7
<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
              NOTES TO CONDENSED FINANCIAL STATEMENTS For the Three
                      Months Ended March 31, 2006 and 2005

      In December 2004, the FASB issued SFAS No. 123R, "Accounting for
      Stock-Based Compensation". This statement is a revision to SFAS No. 123,
      "Accounting for Stock-Based Compensation" and supersedes APB Opinion No.
      25, "Accounting for Stock Issued to Employees." This statement requires a
      public entity to measure the cost of employee services received in
      exchange for an award of equity instruments based on the grant-date fair
      value of the award (with limited exceptions). That cost will be recognized
      over the period during which an employee is required to provide service,
      the requisite service period (usually the vesting period). The grant-date
      fair value of employee share options and similar instruments will be
      estimated using option-pricing models.

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

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

      The Company currently has no options outstanding and as a result, adoption
      of this statement did not have a material effect on the Company's
      financial position, results of operations or cash flows.

      In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
      Assets - an amendment of APB Opinion No. 29." SFAS No. 153 addresses the
      measurement of exchanges of nonmonetary assets. It eliminates the
      exception from fair value measurement for nonmonetary exchanges of similar
      productive assets in paragraph 21(b) of APB Opinion No. 29 "Accounting for
      Nonmonetary Transactions" and replaces it with an exception for exchanges
      that do not have commercial substance. A nonmonetary exchange has
      commercial substance if the future cash flows of the entity are expected
      to change significantly as a result of the exchange. As required by SFAS
      No. 153, the Company will adopt this new accounting standard effective
      July 1, 2005. The adoption of SFAS No. 153 did not have a material impact
      on the Company's financial statements.

      In May 2005, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 154, "Accounting Changes and Error
      Corrections", a replacement of APB Opinion No. 20 and FASB Statement No.
      3. This Statement provides guidance on accounting for reporting of
      accounting changes and error corrections. This statement is effective for
      accounting changes and corrections of errors made in fiscal years
      beginning after December 15, 2005. The adoption of No. 154 did not have a
      material effect on the Company's financial statements.


                                       F-8
<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

               For the Three Months Ended March 31, 2006 and 2005

NOTE 3 - BANKRUPTCY PROCEEDINGS AND FRESH START ACCOUNTING

      BANKRUPTCY PROCEEDINGS

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

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

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

      FRESH START ACCOUNTING

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

NOTE 4 - RELATED PARTY TRANSACTION

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

NOTE 5 - COMMON STOCK

      STOCK PURCHASE AGREEMENT

      As discussed in Note 2, on March 22, 2004, the Bankruptcy case was
      reopened in order for the Company to complete a stock purchase agreement
      entered into on December 19, 2003. The Company entered into a stock
      purchase agreement with Brampton Crest International, LLC ("Brampton" or
      the "Purchaser"). The agreement was finalized when all conditions required
      by the bankruptcy court on November 24, 2004 were met. Under the terms of
      the agreement, Brampton, along with other investors, purchased 40,000,000
      shares of the Company's common stock, and warrants to purchase 40,000,000
      shares of the Company's common stock at an exercise price of $0.001 per
      share for a total consideration of $50,000. Based on an agreement, a loan
      of $300,000 was made available to the Company. The $300,000 loan was made
      by outside investors and enabled the Company to pay off outstanding bills
      and pay current operating expenses. The loan was paid back by the proceeds
      received by the Private Placement. Brampton received 25,800,000 of the
      40,000,000 units sold and outside investors received the remaining
      14,200,000.


                                       F-9
<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

               For the Three Months Ended March 31, 2006 and 2005

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

      PRIVATE PLACEMENT OFFERING

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

      On January 11, 2005, the Company sold an additional 1,666,000 units at
      $.15 per unit for a total sale price of $249,900. Each unit consisted of 1
      share of common stock and 1 warrant to purchase one additional share of
      common stock at $.001 per share. The proceeds from this private placement
      was kept in escrow and released in May 2005 upon the Company becoming a
      reporting company.

      STOCK WARRANTS

      As previously discussed, the Company issued 1,666 000 stock warrants
      During the year ended December 31, 2005 and 48,434,000 stock warrants
      during the year ended December 31, 2004 in connection with a stock
      purchase agreement, private placement offerings, and a consulting
      agreement. The following represents the stock warrant activity during the
      year ended December 31, 2005 and the three months ended March 31, 2006.

                                                         Weighted
                                                          Average
                                           Warrants        Price
                                         ------------   ------------
      Beginning Balance, 1/1/05            48,479,000   $       .001
      Warrants granted (May 2005)           1,666,000           .001
                                         ------------   ------------
      Balance, 12/31/05                    50,145,000   $       .001
                                         ------------   ------------
      Balance, 3/31/06                     50,145,000   $       .001
                                         ============   ============


                                      F-10
<PAGE>

                       BRAMPTON CREST INTERNATIONAL, INC.
                 (FORMERLY KNOWN AS HAMILTON-BIOPHILE COMPANIES)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

               For the Three Months Ended March 31, 2006 and 2005

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

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

NOTE 6 - OTHER MATTERS

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

      CONSULTING AGREEMENT

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

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


                                      F-11
<PAGE>

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

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

Management's Discussion and Analysis of Results of Financial Condition and
Results of Operations ("MD&A") should be read in conjunction with the financial
statements included herein. Further, this quarterly report on Form 10-QSB should
be read in conjunction with the Company's Financial Statements and Notes to
Financial Statements included in Report on Form 10-KSB for the year ended
December 31, 2005.

Overview

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

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

The Company

The Company is in the business of marketing and selling consumer cosmetics and
non-prescription dermatology products through the use of two independent sales
consultants. Although sales of the consumer cosmetics and non-prescription
dermatology products have been slow and general acceptance for these products
has been less than anticipated the Company still feels it can be successful in
establishing a domestic market and once it has done so it will then attempt to
sell on an international level. However, due to the dismal acceptance of the
consumer product line the Company's management, consultants and board of
directors feel it is now important to dedicate time and Company resources
towards finding a suitable business combination and or use best efforts to find
a possible acquisition or merger.

Sales

The Company currently uses two independent sales consultants to sell its
products, working under independent contractor agreements. The consultants cover
the state of Florida. The first, Tina's Lotions and Creams, LLC, an independent
sales consultant Company which was engaged on August 24, 2005 and per the terms
of the agreement uses its best efforts to provide marketing, sales, inventory
control, shipping, customer service as well as sell and distribute The Company's
consumer personal care products. The independent consultant Company is paid
$1,625 bi-weekly, a commission of 15% of net revenue, and receives a $300 dollar
per month auto allowance. The agreement is in effect for a term of fifteen
months.

The second independent sales person also operates under an agreement, signed and
dated February 15, 2006. This agreement replaces a prior agreement with this
independent contractor and per the terms of this new agreement, the contractor
will use his best efforts to sell the Company's cosmetics and non-prescription
dermatology products on a full time basis. The consultant is an experienced skin
care sales person and has been in the business for many years. He comes to the
Company with a list of over 250 customers that he has either sold to before or
that he has visited and/or prospected in the past. This consultant spends his
working time for the Company selling and calling on this list of customers and
potential new customers. The consultant receives a $400 per month auto allowance
and a 15 % commission on net revenues. This agreement expires on June 30, 2006
unless extended in writing by the parties.


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<PAGE>

Suppliers

The Company's products are supplied directly from the manufacturer, Dermazone
Solutions, LLC per a distribution agreement signed on September 8, 2005. The
Dermazone Solutions, LLC agreement is a non-exclusive distribution agreement
giving the Company access to their full line of products in a territory
comprising of all North America.

Products

The Company sells a full line of consumer cosmetics and non-prescription
dermatology products including body lotions, face creams, rejuvenating
ointments, lip balm, anti-aging creams as well as sun care products and has also
been attempting to market a new medical grade sunless tanner called Lyphazome
Inside Tan. This is a new and unique product just recently developed by our
manufacturer/distributor and the Company had hoped it could differentiate itself
from the competition by concentrating its marketing and sales efforts on this
new product. However, sales have been dismal to date, re-orders on sales have
been slow and in most cases re-orders have been none at all. No assurances can
be given that any of the products including Lyphazome inside Tan, will ever
produce a material revenue stream.

Target Market

This is a highly competitive business with thousands of products available to
consumers and new products coming to market daily. The customer base and
potential new customer base consists of medical spas, dermatology offices,
resorts, spas, suntan parlors, hotel gift shops, drug stores, beach/novelty
stores, convenience stores, sporting gyms etc.

Marketing

Cosmetics and non-prescription dermatology products are typically sold via
on-line (web site), infomercials, multi level marketing, in-house salesmen,
trade shows, sales reps and direct from manufacturer. Entry into this business
is not difficult, but it is highly competitive. Most, if not all, of the
customers listed above already have in stock several varieties of sun screens,
lotions, self tanners and other products we currently carry making it very
difficult to convince them to take on other lines. Currently, our only method of
sales is using independent consultants and they have experienced less than
expected general acceptance of our products.

We currently offer our products primarily to prospective customers who have
established relationships with our sales consultants. We hope that these
prospective customers will establish a general market for our products, however
our sales growth and progress has been less than anticipated. Over time however,
we are hopeful that the continued exposure of our products will achieve a
greater market acceptance and greater market awareness. If this occurs, we
believe we may be able to capitalize on this exposure and acceptance and can
then expand our product sales nationally and internationally.

The Company is marketing and selling these cosmetics and non-prescription
dermatology products under the name DermaRX. The domain www.DermaRX.net has been
registered and the Company has plans to build a web site sometime in the future.
The Company also plans to private label its own products if there is market
acceptance and market awareness of its current product line therefore increasing
the branding of the name DermaRX.

Competition

The cosmetics and non-prescription dermatology products industry is intensely
competitive in all its phases. The Company competes with many companies
possessing greater financial resources and technical facilities than us for the
cosmetics and non-prescription dermatology products industry, as well as for the
recruitment and retention of qualified employees. There are no assurances that
the Company will ever be successful in marketing and selling of its products.

Growth Strategy

The Company's initial growth strategy consisted of three phases. Phase I
completed by the end of 2005, whereby the Company had successfully accomplished
nearly all of its objectives in that Phase ahead of schedule. Even though nearly
all the objectives were accomplished, sales remained bleak. This was attributed
in part to the busy hurricane season and down time for new sales consultants as
a result of contract negotiations.

The Company, now midway through Phase II, intends to stick to its plan although
first quarter 2006 sales were bleak. Phase II and III have been revised as
follows.


                                       15
<PAGE>

Phase II (6-12 months)

      o     Maintain two sales consultants covering southern Florida only.
      o     Market/sell products at South Florida Boat Shows and flea markets.
      o     Set up sales calls at large national pharmacy chains, wholesalers,
            health clubs, importers and exporters.
      o     Begin telemarketing.
      o     Identify complementary and unique new products.
      o     Identify private label opportunities to market under the DermaRX
            name.
      o     Expand marketing and advertising.
      o     Look for a suitable business combination and use our best efforts to
            find a possible acquisition or merger.

Phase III (12-18 months)

      o     Continue to market/sell products at South Florida Boat Shows and to
            large national pharmacy chains, wholesalers, health clubs, importers
            and exporters.
      o     Evaluate telemarketing work.
      o     Determine which, if any, newly identified complementary and unique
            products will be added to the line.
      o     Determine which if any unique private label products will be added
            to the line.
      o     Look for new distribution relationships.
      o     Evaluate marketing and advertising.
      o     Look for a suitable business combination and use our best efforts to
            find a possible acquisition or merger.

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

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

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

Management believes that we can be profitable, marketing cosmetics and
non-prescription dermatology products. However, management has undertaken a
business plan intended to avoid the actions that placed us into bankruptcy. To
avoid being under-funded, management has sought and received, through a private
placement, $1,250,100 in funding. On January 11, 2005, the Company sold
1,666,000 units at $.15 per unit for a total sale price of $249,900, which was
finalized during May, 2005, when the restrictions were met and the funds
disbursed from escrow. This will provide the initial capital to implement the
the plan as described.

To avoid expanding our operations beyond our revenue stream and becoming
overextended, management's business plan requires the initial marketing of
cosmetics and non-prescription dermatology products through commissioned
independent contractors. We have engaged two independent contractors to
initially market the products, with the intent of expanding the number of
independent contractors who sell our products as the revenues develop. Since
emerging from bankruptcy, no material sales have been made. Management believes
that a structured marketing plan that does not overextend our financial
resources will result in profitability. In addition, we are seeking a business
combination that will produce revenues and assist us in avoiding using our
funding during our formative stages.

Plan of Operations

Management has used the initial equity capital to fund our business plan. To
date no material cash flow from sales has been generated and although we remain
optimistic we will strongly consider revising the business plan further and seek
other means of revenue if material cash flow is not generated by the third
quarter of the fiscal year ended December 31, 2006. We have faced considerable
risk in each of our business plan steps, such as difficulty of hiring competent
personnel within our budget, developing marketing and advertising strategies and
new product development. Management intends to seek additional funding however
if no funding is received during the next twelve months,


                                       16
<PAGE>

we may be forced to rely on the existing cash on hand. In such a restricted cash
flow scenario, then we would be unable to complete all business plan steps, and
would, instead, delay all cash intensive activities. The Company may acquire or
enter into a business combination to provide a revenue stream for which the
Company can use to market and sell the consumer cosmetics and non-prescription
dermatology products and enhance shareholder value. To date, management has not
actively pursued any such businesses except for entering into a non-exclusive
agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated as discussed
below. There are no merger or acquisition candidates as of the date herein.

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

Current Assets

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

                        THREE MONTHS ENDED MARCH 31, 2006
                  COMPARED TO THREE MONTHS ENDED MARCH 31, 2005

Sales increased from $649 for the three month period ended March 31, 2005 to
$2,112 for the three month period ended March 31, 2006, primarily as a result of
the sale of Company's products following emerging from bankruptcy.

Costs of sales increased from $409 for the three month period ended March 31,
2005 to $622 for the three month period ended March 31, 2006, primarily due to
the increased cost of sales of the Company's products.

Selling, General and Administrative Expenses decreased from $58,604 for the
three month period ended March 31, 2005 to $34,473 for the three month period
ended March 31, 2006 due to professional fees and promotional expenses incurred
to assist the Company while it was attempting to emerge from bankruptcy in the
prior year.

Other income (expenses) for the three months ended March 31, 2006 increased by
$8,754 due to interest income being earned on investments.

Net loss decreased from a net loss of ($56,078) for the three month period ended
March 31, 2005 to net loss of ($21,943) for the three month period ended March
31, 2006, due to the above analysis of Income and Expenses.

Current Assets

Cash decreased from $930,911 at December 31, 2005 to $907,178 at March 31, 2006,
primarily as a result of the loss realized by the Company in the current
quarter.

Total assets decreased from $935,207 at December 31, 2005 to $910,737 at March
31, 2006, primarily as a result of the decrease in cash as a result of the loss
realized by the Company in the current quarter.

Current liabilities decreased from $15,139 at December 31, 2005 to $12,612 at
March 31, 2006, due to the additional Accounts Payable paid related to the
Company's current operations.


                                       17
<PAGE>

Liquidity and Capital Resources.

We are financing our operations and other working capital requirements
principally from the receipt of proceeds in the amount of $1,250,100 from a
private placement of our securities and the additional financing of $249,900.
Our management estimates that once the business plan is implemented, we will
require a minimum cash flow of approximately $15,000 per month to maintain
operations. Based on the remaining balance of the proceeds from the offering
($910,137), we will have sufficient capital to sustain operations during and
beyond the next 12 months. On January 11, 2005, the Company sold 1,666,000 units
at $.15 per unit for a total sale price of $249,900, which was finalized during
May, 2005, when the restrictions were met and the funds disbursed from escrow.
This is included in the remaining balance of proceeds previously discussed.

The Company had a loan payable to a majority shareholder, Brampton Crest
International, LLC of $300,000. The Company allocated the proceeds of the loan
to satisfy costs, and other support, to reorganize Hamilton Biophile Companies.
Management used part of the proceeds of this private placement to retire a debt
of $300,000 to affiliate Brampton Crest International, LLC. Management intends
to use the balance of the proceeds from the offering ($950,100) and the
additional financing of $249,900, towards the implementation of the business
plan (including finding an appropriate revenue producing business opportunity)
and to provide working capital for future expansion of the Company's operations.

ITEM 3. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation
of our management, including our President and Principal Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934 as of the end of the period covered by this report. Based
on that evaluation, our President and Principal Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures as
of March 31, 2006 were effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.

There have been no material changes in our internal controls over financial
reporting or in other factors that could materially affect, or are reasonably
likely to affect, our internal controls over financial reporting during the
quarter ended March 31, 2006.


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<PAGE>

                            PART II OTHER INFORMATION

Item 1. Legal Proceedings

      Not applicable

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

      Not applicable

Item 3. Defaults Upon Senior Securities

      Not applicable

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

      None.

Item 5. Other Information

      Not applicable

Item 6. Exhibits

      Exhibits:

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

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

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

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


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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami Beach, Florida, on
May 3, 2006.

                                 BRAMPTON CREST INTERNATIONAL INC.


Date: May 3, 2006                By: /s/ J. Rod Martin
                                     --------------------------------------
                                     J. Rod Martin
                                     President, Principal Executive Officer


Date: May 3, 2006                By: /s/ Brad Hacker
                                     --------------------------------------
                                     Brad Hacker
                                     Chief Financial Officer


                                       20