U.S.SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C.20549








FORM
      10-Q/A (Amendment No. 1)








(Mark
      One)


x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30,
                2008





OR





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





Commission
      file number 000-51207




BRAMPTON
      CREST INTERNATIONAL INC.


(Name
      of
      small business issuer in its charter)




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




12515
      Orange Drive, Suite 814, Davie, FL 33330


(Address
      and Zip Code of Principal Executive Offices)





Registrant's
      Telephone Number: (954) 475-1260 x13





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: YesxNoo




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




Large
                accelerated filer ̈
            Accelerated
                filer ̈
            Non–Accelerated
                filer ̈
            Small
                Business Issuer  x





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





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




**Class**
            
            **Outstanding
                at November 25, 2008**Common
                stock, $0.001 par value
            
            221,198,881





**EXPLANATORY
      NOTE:**





On
      November 10, 2008, management of Brampton Crest International, Inc. (the
“Company”) concluded that its financial statements for the six months ended June
      30, 2008 and 2007, which are included in its Form 10-Q for the quarter ended
      June 30, 2008, did not properly account for goodwill, accounts payable, prepaid
      assets, loans due to officers and stockholders’ equity as of June 30, 2008 in
      accordance with United States generally accepted accounting
      principles.





The
      Company identified an error in the calculation of goodwill which resulted in
      an
      overstatement of the Company’s assets and stockholders’ equity. The Company
      filed a Form 8K dated November 12, 2008 further detailing the change and
      adjustments to be made to the quarter ended balance sheet. None of the
      adjustments had an effect on the condensed consolidated statements of
      operations. The error resulted from recording the issuance of the Company’s
      common stock to AEN members at the stock’s estimated fair value, which resulted
      in an overstatement of the estimated recoverable value of recorded goodwill
      of
      approximately $6.9 million.  The Company restated its financial statements
      for the quarter ended June 30, 2008, to record goodwill on the acquisition
      at
      the excess of the book value of the  consideration given (i.e., the common
      stock issued) and the liabilities assumed over the estimated fair value of
      the
      assets acquired.   Additional liabilities recorded in the amended Form
      10Q totaled $95,926 in accounts payable and loan due to officer. Also deposits
      and prepaid expenses increased by $1,278 as a result of the restatement. As
      a
      result of these changes the restated amount of goodwill on the business
      combination was $415,748.





Management
      is herby restating its financial statements for the quarterly period ended
      June
      30, 2008 to correct the errors and to reflect the changes noted
      above.


2




BRAMPTON
      CREST INTERNATIONAL INC.





PagePart
                I. Financial Information
            4Item
                1. Condensed Consolidated Financial Statements and Notes to Financial
                Statements
            4(a)
                Condensed Consolidated Balance Sheets as of June 30, 2008 and December
                31,
                2007 (unaudited)
            5(b)
                Condensed Consolidated Statements of Operations for the Three and
                Six
                Months Ended June 30, 2008 and 2007 (unaudited)
            6(c)
                Condensed Consolidated Statements of Cash Flow for the Six Months
                Ended
                June 30, 2008 and 2007 (unaudited)
            7(d)
                Notes to Condensed Consolidated Financial Statements
                (unaudited)
            8Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            17Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            22Item
                4. Controls and Procedures
            22Part
                II. Other Information
            23Item
                1. Legal Proceedings
            23Item
                1A. Risk Factors
            23Item
                2. Changes in Securities and Small Business Issuer Purchases of Equity
                Securities
            26Item
                3. Defaults Upon Senior Securities
            27Item
                4. Submission of Matters to a Vote of Security Holders
            27Item
                5. Other Information
            27Item
                6. Exhibits
            28Signatures
            29


3





**PART
      I FINANCIAL INFORMATION**





General





The
      accompanying reviewed condensed consolidated financial statements have been
      prepared in accordance with the instructions to Form 10-Q/A. Therefore, they
      do
      not include all information and footnotes necessary for a complete presentation
      of consolidated 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,
      2007 (audited). 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 June 30, 2008 are not
      necessarily indicative of the results that can be expected for the year ending
      December 31, 2008.


4





**Brampton
      Crest International, Inc.**


**Condensed
      Consolidated Balance Sheet (Restated)**


**Unaudited**





**June 30,**
            
            **December 31,****2008**
              **(As Restated)**
            
            **2007**ASSETSCurrent
                Assets:Cash
                and Cash Equivalents
            
            $
            1,081,358
            
            $
            381,479Notes
                receivable
            
            
            -
            
            
            204,337Total
                Current Assets
            
            
            1,081,358
            
            
            585,816Property
                and Equipment:Website
                development
            
            
            204,955
            
            
            -Conference
                display
            
            
            8,559
            
            
            -Computer
                and software
            
            
            5,560
            
            
            848Leasehold
                improvements
            
            
            1,500
            
            
            -Equipment
                Off-site
            
            
            106,367
            
            
            -Total
                Property and Equipment
            
            
            326,941
            
            
            848Accumulated
                Depreciation
            
            
            (46,350
            )
            
            (28
            )Total
                Property and Equipment
            
            
            280,591
            
            
            820OTHER
                ASSETSDeposits
                and Prepaid Expenses
            
            
            39,278
            
            
            11,622Trademarks
            
            
            10,650
            
            
            -Goodwill
            
            
            415,748
            
            
            -Total
                Other Assets
            
            
            465,676TOTAL
                ASSETS
            
            $
            1,827,625
            
            $
            598,258LIABILITIES
                AND STOCKHOLDERS’ EQUITYCURRENT
                LIABILITIESAccounts
                Payable
            
            $
            30,887
            
            $
            4,061Due
                to Officer
            
            
            95,926
            
            
            -Total
                Current Liabilities
            
            
            126,813
            
            
            -TOTAL
                LIABILITIES
            
            
            126,813
            
            
            4,061STOCKHOLDERS
                EQUITYPreferred
                stock, $.001 par value; 25,000,000 shares authorized, -0- shares
                issued
                and outstanding at June 30, 2008 and December 31, 2007
            
            
            -
            
            
            -Common
                stock, $.001 par value; 950,000,000 shares authorized, 198,264,660
                and
                51,518,764 shares issued and outstanding at June 30, 2008 and December
                31,
                2007
            
            
            198,285
            
            
            51,518Additional
                paid in capital
            
            
            2,888,614
            
            
            1,589,900Accumulated
                deficit
            
            
            (1,386,087
            )
            
            (1,047,221
            )Total
                Stockholders' Equity
            
            
            1,700,812
            
            
            594,197$
            1,827,625
            
            $
            598,258





**See
      accompanying notes to the unaudited Condensed Consolidated Financial
      Statements**


5





**Brampton
      Crest International, Inc.**


**Condensed
      Consolidated Statement of Operations**


**(Unaudited)**





Three Months Ended
            
            Six Months EndedJune 30,
            
            June 30,2008
            
            2007
            
            2008
            
            2007SALES
            
            $
            -0-
            
            $
            -
                0-
            
            $
            -0-
            
            $
            -0-COST
                OF SALES
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-GROSS
                PROFIT
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-SELLING,
                GENERAL ANDADMINISTRATIVE
                EXPENSES
            
            
            356,978
            
            
            33,845
            
            
            411,538
            
            
            80,424LOSS
                FROM OPERATIONS
            
            
            (356,978
            )
            
            (33,845
            )
            
            (411,538
            )
            
            (80,424
            )OTHER
                INCOME (EXPENSE)INTEREST
                INCOME/EXPENSE
            
            
            1,104
            
            
            10,067
            
            
            12,637
            
            
            22,270LOSS
                ON DISPOSAL OF FIXED ASSETS
            
            
            -
            
            
            (480
            )
            
            -
            
            
            (480
            )TOTAL
                OTHER INCOME (EXPENSE)
            
            
            1,104
            
            
            9,587
            
            
            12,637
            
            
            21,790LOSS
                FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
            
            
            (355,874
            )
            
            (24,258
            )
            
            (398,901
            )
            
            (58,634
            )INCOME
                TAX PROVISION
            
            
            -
            
            
            -
            
            
            -
            
            
            -NET
                LOSS FROM CONTINUED OPERATIIONS
            
            
            (355,874
            )
            
            (24,258
            )
            
            (398,901
            )
            
            (58,634
            )INCOME
                FROM DISCONTIUED OPERATIONS NET OF INCOME TAX BENEFIT OF $0 IN
                2007
            
            
            
            
            
            85
            
            
            
            
            
            371NET
                LOSS
            
            
            (355,874
            )
            
            (24,173
            )
            
            (398,901
            )
            
            (58,263
            )LOSS
                PER SHARE-BASIC
                AND DILUTED LOSS PER SHARE:CONTINUING
                OPERATIONS
            
            
            (0.00
            )
            
            (0.00
            )
            
            (0.01
            )
            
            (0.00
            )DISCONTINUED
                OPERATIONS
            
            
            (0.00
            )
            
            (0.00
            )
            
            (0.00
            )
            
            (0.00
            )NET
                LOSS PER SHARE
            
            
            (0.00
            )
            
            (0.00
            )
            
            (0.01
            )
            
            (0.00
            )WEIGHTED
                AVERAGE COMMON SHARESOUTSTANDING
                - BASIC AND DILUTED
            
            
            125,009,511
            
            
            51,518,710
            
            
            88,264,111
            
            
            51,518,710





**See
      accompanying notes to the unaudited Condensed Consolidated Financial
      Statements**


6


**Brampton
      Crest International, Inc.**


**Condensed
      Consolidated Statement of Cash Flows (restated)**


**(Unaudited)**


Six
                  Months EndedJune
                  30,2008
                (As
                  Restated)
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (398,901
              )
              
              (58,263
              )Adjustments
                  to reconcile net loss to net cash used in operating activities:Depreciation
              
              
              31,398
              
              
              120Changes
                  in operating assets and liabilities:
              
              
              
              
              
              480Decrease
                  (Increase) in:Inventory
              
              
              -0-
              
              
              94Prepaid
                  expenses and deposits
              
              
              (48,650
              )Accounts
                  payable and accrued expenses
              
              
              1,177
              
              
              (18,607
              )Net
                  Cash (Used) In Operating Activities
              
              
              (414,976
              )
              
              (76,176
              )Net
                  Cash Provided By Investing ActivitiesFixed
                  Assets Purchased
              
              
              (249,975
              )
              
              -Cash
                  acquired at acquisition
              
              
              19,349
              
              
              -Net
                  Cash Used In Investing Activities
              
              
              (230,626
              )
              
              -Net
                  Cash Provided by Financing ActivitiesProceeds
                  from Sale of Common Stock, net of expenses
              
              
              1,345,481
              
              
              -Net
                  Cash Provided by Financing Activities
              
              
              1,345,481
              
              
              -NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              699,879
              
              
              (76,176
              )CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              381,479
              
              
              864,676CASH
                  AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              1,081,358
              
              
              788,500SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOWS INFORMATION:**SUPPLEMENTAL
                  DISCLOSURE OF NONCASH****ACTIVITIES:**Acquisition
                  of America’s Emergency Network, LLC:Fixed
                  assets
              
              $
              61,194
              
              
              -Cash
                  acquired at acquisition
              
              
              19,349Other
                  assets
              
              
              12,900
              
              
              -Loan
                  payable
              
              
              (204,337
              )
              
              -Officer
                  loan
              
              
              (95,926
              )Accounts
                  Payable
              
              
              (108,928
              )Goodwill
              
              
              415,748
              
              
              -Common
                  stock issued for acquisition
              
              $
              100,000
              
              $





**See
      accompanying notes to the unaudited Condensed Consolidated Financial
      Statements**


7





BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      1 -
      BASIS OF PRESENTATION





The
      accompanying unaudited consolidated condensed financial statements, which are
      for interim periods, do not include all the information and footnote disclosures
      provided in the annual consolidated financial statements. These unaudited
      consolidated condensed financial statements should be read in conjunction with
      the financial statements and footnotes thereto contained in the Form 10-KSB
      for
      the year ended December 31, 2007 of Brampton Crest International, Inc. as filed
      with the U.S. Securities and Exchange Commission. The summary December 31,
      2007
      balance sheet was derived from audited financial statements but does not include
      all disclosures required by generally accepted accounting principles at December
      31, 2007.





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





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





ADOPTION
      OF SFAS 154: ACCOUNTING CHANGES AND ERROR CORRECTIONS





The
      Company has adopted SFAS 154-Accounting Changes and Error Corrections as a
      result of recording the issuance of the Company’s common stock to AEN members at
      the stock’s estimated fair value, which resulted in an overstatement of the
      estimated recoverable value of recorded goodwill of approximately $6.9
      million.  The Company restated its financial statements for the quarter
      ended June 30, 2008, to record goodwill on the acquisition at the excess of
      the
      book value of the  consideration given (i.e., the common stock issued) and
      the liabilities assumed over the estimated fair value of the assets
      acquired.   These units have been subsequent revalued as part of the
      recapitalization and the accounting effect of the issuance of shares and
      goodwill was reversed and has been adjusted on the Company’s restated financial
      statements for the quarter ended June 30, 2008.


8


BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





The
      following table illustrates the adjustments that were made to the originally
      reported amounts on the balance sheet at June 30, 2008





**Brampton
      Crest International, Inc.**


**Consolidated
      Condensed Balance Sheet (Restated)**


**Quarter
      Ended June 30, 2008**





**As
                Reported**
            
            **Adjusted**
            
            **As
                Restated**ASSETS
            
            (Unaudited)
            
            
            
            (Unaudited)Current
                Assets:Cash
                and Cash Equivalents
            
            $
            1,081,358
            
            $
            -
            
            $
            1,081,358Total
                Current Assets
            
            
            1,081,358
            
            
            -
            
            
            1,081,358Website
                development
            
            
            204,955
            
            
            -
            
            
            204,955Conference
                display
            
            
            8,559
            
            
            -
            
            
            8,559Computer
                and software
            
            
            5,560
            
            
            -
            
            
            5,560Leasehold
                improvements
            
            
            1,500
            
            
            -
            
            
            1,500Equipment
                Off-site
            
            
            106,367
            
            
            -
            
            
            106,367Property
                and Equipment
            
            
            326,941
            
            
            -
            
            
            326,941Accumulated
                Depreciation
            
            
            (46,350
            )
            
            -
            
            
            (46,350
            )Total
                Property and Equipment
            
            
            280,591
            
            
            -
            
            
            280,591Deposits
                and Prepaid Expenses
            
            
            38,000
            
            
            1,278
            
            
            39,278Trademarks
            
            
            10,650
            
            
            
            
            
            10,650Goodwill
            
            
            7,321,100
            
            
            (6,905,352
            )
            
            415,748Total
                Other Assets
            
            
            7,369,750
            
            
            (6,904,074
            )
            
            465,676TOTAL
                ASSETS
            
            $
            8,731,699
            
            $
            (6,904,074
            )
            $
            1,827,625-LIABILITIES
                AND STOCKHOLDERS' EQUITY
            
            
            
            
            
            
            
            
            -Accounts
                Payable
            
            $
            30,887
            
            $
            -
            
            
            30,887Due
                to Officer
            
            
            -
            
            
            95,926
            
            
            95,926Total
                Current Liabilities
            
            
            30,887
            
            
            95,926
            
            
            126,816TOTAL
                LIABILITESStockholders'
                Equity
            
            
            
            
            
            
            
            
            -Common
                Stock
            
            
            198,285
            
            
            -
            
            
            198,285Additional
                Paid in capital
            
            
            9,888,614
            
            
            (7,000,000
            )
            
            2,888,614Accumulated
                Deficit
            
            
            (1,386,087
            )
            
            -
            
            
            (1,386,087
            )Total
                Stockholders' Equity
            
            
            8,700,812
            
            
            (7,000,000
            )
            
            1,700,812TOTAL
                LIABILITIES ANDSTOCKHOLDERS’
                EQUITY
            
            $
            8,731,699
            
            $
            (6,904,074
            )
            $
            1,827,625


9





BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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.





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 the end of the first quarter of 2008, business activities
      for the consumer personal care products continued however the anticipated
      results were not successful and the Company discontinued the operations during
      the quarter ending June 30, 2008.





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





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





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





On
      March
      19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
      liability company, Bryan Norcross, in his capacity as a member and
      representative of the members of America’s Emergency Network, LLC, Max Mayfield,
      a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
      America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
      Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
      and a wholly owned subsidiary of the Company, entered into an Agreement and
      Plan
      of Merger whereby America’s Emergency Network, LLC was merged into the Company
      such that America’s Emergency





Network,
      as a Florida corporation, shall continue as a wholly owned subsidiary
      corporation 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
            
            $
            415,748Cash
            
            
            19,349Fixed
                assets
            
            
            61,194Other
                assets
            
            
            12,900Accounts
                payable
            
            
            (108,928
            )Officer
                advances
            
            
            (95,926
            )Loan
                payable
            
            
            (204,337
            )Common
                stock issued
            
            $
            100,000


10





BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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.





The
      Company during the second quarter phased out the business of marketing and
      selling consumer cosmetics and non-prescription dermatology products. Prior
      to
      that revenue for the cosmetics and non-prescription dermatology products was
      generated through the use of one independent sales consultant, who covered
      Florida. The consultant had been terminated and as sales have been continuously
      lackluster, the Company has decided to re-focus its energies and resources
      into
      the development of AEN and Laurentian’s operations.





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 June 30, 2008 and December 31, 2007,
      the Company had cash equivalents in the amount of approximately $1,081,000 and
      $381,000 respectively, all in low risk investments.




ACCOUNTS
      RECEIVABLE





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





REVENUE
      RECOGNITION





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





PROPERTY
      AND EQUIPMENT





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


11





BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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 June 30, 2008 and 2007, respectively are anti-dilutive
      and therefore are not included in earnings (loss) per share.




ACCOUNTING
      FOR STOCK-BASED COMPENSATION




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




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





NOTE
      3 -
      RECENT ACCOUNTING PRONOUNCEMENTS





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





In
      December 2007, the FASB issued SFAS No. 141(R), *“Business
      Combinations,”* which
      replaces SFAS No. 141, *“
      Business Combinations,”* which,
      among other things, establishes principles and requirements for how an acquirer
      entity recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed (including intangibles) and any
      noncontrolling interests in the acquired entity. SFAS No. 141(R) applies
      prospectively to business combinations
      for which the acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2008. We are currently
      evaluating what impact our adoption of SFAS No. 141(R) will have on our
      financial statements.


12





BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      3 –
RECENT ACCOUNTING PRONOUCEMENTS (CONTINUED)





In
      December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
      Interests in Consolidated Financial Statements, an amendment of ARB
      No. 51.”* SFAS
      No. 160 amends ARB 51 to establish accounting and reporting standards for
      the noncontrolling interest in a subsidiary and for the deconsolidation of
      a
      subsidiary. It also amends certain of ARB 51’s consolidation procedures for
      consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is
      effective for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008. We are currently evaluating what
      impact our adoption of SFAS No. 160 will have on our financial
      statements.





In
      December 2007, the Securities and Exchange Commission (SEC) issued
      Staff Accounting Bulletin (SAB) No. 110. This guidance allows
      companies, in certain circumstances, to utilize a simplified method in
      determining the expected term of stock option grants when calculating the
      compensation expense to be recorded under Statement of Financial Accounting
      Standards (SFAS) No. 123(R), *Share-Based Payment* . The
      simplified method can be used after December 31, 2007 only if a company’s
      stock option exercise experience does not provide a reasonable basis upon which
      to estimate the expected option term. Through 2007, we utilized the simplified
      method to determine the expected option term, based upon the vesting and
      original contractual terms of the option. On January 1, 2008, we began
      calculating the expected option term based on our historical option exercise
      data. This change did not have a significant impact on the compensation expense
      recognized for stock options granted in 2008.





In
      March
      2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
      Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161
      amends and expands the disclosure requirement for FASB Statement No. 133,
      "Derivative Instruments and Hedging Activities" ("SFAS No. 133"). It
      requires enhanced disclosure about (i) how and why an entity uses
      derivative instruments, (ii) how derivative instruments and related hedged
      items are accounted for under SFAS No. 133 and its related interpretations,
      and (iii) how derivative instruments and related hedged items affect an
      entity’s financial position, financial performance, and cash flows. SFAS
      No. 161 is effective for the Company as of January 1,
      2009.





In
      April 2008, FASB Staff Position No. 142-3, Determination of the Useful Life
      of Intangible Assets (FSP 142-3) was issued. This standard amends the factors
      that should be considered in developing renewal or extension assumptions used
      to
      determine the useful life of a recognized intangible asset under FASB Statement
      No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is effective for
      financial statements issued for fiscal years beginning after December 15,
      2008, and interim periods within those fiscal years. Early adoption is
      prohibited. The Company has not determined the impact on its financial
      statements of this accounting standard.





In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles.” SFAS No. 162 identifies the sources of accounting
      principles and provides entities with a framework for selecting the principles
      used in preparation of financial statements that are presented in conformity
      with GAAP. The current GAAP hierarchy has been criticized because it is directed
      to the auditor rather than the entity, it is complex, and it ranks FASB
      Statements of Financial Accounting Concepts, which are subject to the same
      level
      of due process as FASB Statements of Financial Accounting Standards, below
      industry practices that are widely recognized as generally accepted but that
      are
      not subject to due process. The Board believes the GAAP hierarchy should be
      directed to entities because it is the entity (not its auditors) that is
      responsible for selecting accounting principles for financial statements that
      are presented in conformity with
      GAAP. The adoption of FASB 162 is not expected to have a material impact on
      the
      Company’s consolidated financial position and results of operations.





In
      May,
      2008 the FASB issued FASB Staff Position (FSP) APB 14-1, “ *Accounting
      for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
      (Including Partial Cash Settlement).* ”
APB
      14-1 requires the issuer to separately account for the liability and equity
      components of convertible debt instruments in a manner that reflects the
      issuer’s nonconvertible debt borrowing rate. The guidance will result in
      companies recognizing higher interest expense in the statement of operations
      due
      to amortization of the discount that results from separating the liability
      and
      equity components. APB 14-1 will be effective for financial statements issued
      for fiscal years beginning after December 15, 2008, and interim periods within
      those fiscal years. The Company is currently evaluating the impact of adopting
      APB 14-1 on its consolidated financial statements.


13





BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      3 –
RECENT ACCOUNTING PRONOUCEMENTS (CONTINUED)





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





Reclassifications





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




NOTE
      4 -
      RELATED PARTY TRANSACTION





The
      Company occupies office space on an "as need" basis in Davie, Florida. The
      space
      is provided rent-free by the Company's Chief Financial Officer and Board Member.
      Due to the limited amount of time the office space is utilized by the Company
      its value is deemed to be immaterial.




NOTE
      5 -
      COMMON STOCK





PRIVATE
      PLACEMENT OFFERING




On
      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.




Beginning **** June
      18,
      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
      $1,620,000. 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. As
      of
      June 30, 2008 approximately $430,000 has been received.





COMMON
      STOCK OUTSTANDING





As
      of
      June 30, 2008 and December 31, 2007, 950,000,000 shares of common stock were
      authorized at a par value of $.001 per share. As of the respective dates, the
      Company had 198,264,660 and 51,518,764 shares issued and
      outstanding.


14





BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      5 -
      COMMON STOCK (CONTINUED)





STOCK
      WARRANTS





As
      previously discussed, the Company issued 1,666,000 stock warrants during the
      year ended December 31, 2005 and 48,434,000 stock warrants during the year
      ended
      December 31, 2006 in connection with a stock purchase agreement, private
      placement offerings, and a consulting agreement. The following represents the
      stock warrant activity during the year ended December 31, 2007 and the six
      months ended June 30, 2008.





WeightedAverageWarrants
            
            PriceBalance,
                12/31/06
            
            
            51,100,000
            
            $
            .001Activity:1/1/07
                to 12/31/07
            
            
            —
            
            
            —Activity
                1/1/08-6/30/08-Warrants exercised
            
            
            (25,700,000
            )
            
            .001Balance,
                6/30/08
            
            
            25,400,000
            
            $
            .001




NOTE
      6 -
      ACQUISITIONS




The
      summarized unaudited pro forma financial information for the six months ended
      June 30, 2008 and 2007 that follows assumes the acquisition of America’s
      Emergency Network, LLC was consummated on January 1, 2007:




**Six
                Months Ended****June
                30,**
            
            **June
                30,****2008**
            
            **2007**SALES
            
            $
            -0-
            
            $
            -0-COST
                OF SALES
            
            
            -0-
            
            
            -0-GROSS
                PROFIT
            
            
            -0-
            
            
            -0-SELLING,
                GENERAL ANDADMINISTRATIVE
                EXPENSES
            
            
            436,788
            
            
            80,424LOSS
                FROM OPERATIONS
            
            
            (436,788
            )
            
            (80,424
            )OTHER
                INCOMELOS
                ON DISPOSAL OF FIXED ASSETS
            
            
            -0-
            
            
            (480
            )INTEREST
                INCOME/INTEREST EXPENSE
            
            
            (12,637
            )
            
            22,270TOTAL
                OTHER INCOME
            
            
            (12,637
            )
            
            21,790LOSS
                BEFORE INCOME TAXES
            
            
            (424,151
            )
            
            (58,634
            )INCOME
                TAX PROVISION
            
            
            —
            
            
            —NET
                LOSS FROM CONTINUED OPERATIONS
            
            $
            (424,151
            )
            $
            (58,634
            )INCOME
                FROM DISCONTINUED OPERATIONS
            
            
            -0-
            
            
            371NET
                LOSS
            
            $
            (424,151
            )
            $
            (58,263
            )LOSS
                PER SHARE -BASIC
                AND DILUTED
            
            $
            (.00
            )
            $
            (.00
            )WEIGHTED
                AVERAGE COMMON SHARESOUTSTANDING
                - BASIC AND DILUTED
            
            
            164,963,154
            
            
            151,518,710




15





BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008 and 2007





NOTE
      7 –
DISCONTINUED OPERATIONS





During
      the second quarter of 2008 the Company discontinued the sale and distribution
      of
      consumer personal care products and professional laser hair removal. Prior
      to
      the bankruptcy filing, as discussed in Note 2, 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, 2008,
      business activities for the consumer personal care products continued however
      the anticipated results were not successful and the Company discontinued the
      operations.





The
      accompanying unaudited condensed consolidated statements of operations for
      the
      six and three months presented have been adjusted to classify $85 and $371
      for
      the periods respectively, of gross profit earned from the sale and distribution
      of consumer personal care products as discontinued operations.


16





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 customers and competition in its markets, market
      demand, product performance, maintenance of relationships with key suppliers,
      difficulties of contracting or retaining independent contractors and any changes
      in current accounting rules, all of which may be beyond the control of the
      Company. The Company's actual results could differ materially from those
      anticipated in these forward-looking statements as a result of certain factors,
      including those set forth therein.





Management's
      Discussion and Analysis of Results of Financial Condition and Results of
      Operations ("MD&A") should be read in conjunction with the consolidated
      condensed financial statements included herein. Further, this quarterly report
      on Form 10-Q 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, 2007.




Overview





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





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




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




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





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





On
      March
      19, 2008, the Board of Directors appointed Robert Adams, Bryan Norcross and
      Brad
      Hacker as members of the Board of Directors. On March 19, 2008, the Board of
      Directors appointed Robert Adams as Chairman of the Board, Bryan Norcross as
      President and Chief Executive Officer, Robert Wineberg as Secretary and
      Treasurer, Max Mayfield as Senior Executive Vice President of Government
      Relations, and Matthew Straeb as Senior Executive Vice President of Marketing.





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
      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.


17




Beginning **** June
      18,
      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
      $1,620,000. 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. As of June 30, 2008 $430,400 has been received.





Business





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





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.





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





On
      September 20, 2007 the Company’s subsidiary, Laurentian loaned $200,000 to
      America’s Emergency Network, LLC (AEN) at an interest rate of 12%. During the
      course of the due diligence for the loan the Company 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 the Company and a subsidiary acquired all the stock of America’s
      Emergency Network, LLC from its four shareholders.





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





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


18





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





Beta
      deployments of the AEN Network already are installed and operating in nine
      (9)
      Florida governmental agencies, and an additional four (4) installations are
      scheduled to be implemented during the fourth quarter of 2008. 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, the
      information nonetheless was widely viewed. Initial feedback throughout the
      beta
      has been 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.Our projected rate of revenue growth may be adversely affected by this
      downturn; however, management remains optimistic that overall future
      anticipated demand for our services will be largely unaffected.





During
      the quarter ended September 30, 2008, AEN was also nominated for ITFlorida’s
      Government Technology Leadership award, and ultimately was awarded first place
      during a ceremony on October 6, 2008. AEN was presented the first place prize
      during a ceremony that included recognition from several prominent governmental
      figures, including an administrator for the SBA and Senator Bill Nelson.
      ITFlorida is a state umbrella organization comprised of public and private
      technology leaders and includes advocates for sound public policy to the
      Governor, the Legislature and Enterprise Florida on issues and
      initiatives.





In
      addition to the continued development of its network and the successful conduct
      of its initial beta testing, significant progress also was achieved in other
      areas during the quarter ended September 30, 2008, both strategically and
      operationally.





AEN
      signed a strategic agreement with Peacock Productions, a division of NBC News,
      which in turn is a division of NBC Universal, Inc., pursuant to which AEN is
      to
      provide to Peacock its expertise and experience on engineering and
      meteorological issues. In return, AEN is provided with a revenue stream and
      an
      opportunity to actively explore new potential uses and deployments of the AEN
      network with industry leading, world-class brands. The agreement, which
      commenced on July 21, 2008 and continues through February 28, 2009, contemplates
      close and regular interaction between AEN and NBCU, and seeks AEN’s advice with
      respect to matters such as growth opportunities in programming and technology.
      In addition, the agreement explicitly acknowledges the parties’ intent to enter
      into good faith negotiations concerning the possible integration of AEN
      technology into the NBC and/or its affiliated companies, though neither party
      is
      under any firm commitment to do so.





From
      an
      operational perspective, during the quarter ended September 30, 2008 AEN leased
      additional space within which it will house its headquarters through December
      1,
      2009. 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
      will replace the Company’s existing arrangement pursuant to which it shares
      office space with an unrelated, third-party law firm.





In
      addition, during the quarter ended September 30, 2008 AEN made two strategic
      hires, adding over 40 years of additional experience to AEN’s management team.
      The new hires each bring a significant amount of experience in scaling growth
      oriented companies, generally, and in the creation, development, licensing,
      distribution and protection of digital content, specifically. With these
      additions to the management team, AEN founders Bryan Norcross and Max Mayfield
      will be able to more effectively delegate day-to-day managerial responsibilities
      and focus on matters more directly related to the expansion of the Company’s
      business and the achievement of the Company’s strategic goals and vision.
      Subject to resource availability and general business conditions, AEN plans
      on
      continuing to build its team as it works toward emerging from a developmental
      stage beta to a revenue-generating platform, particularly in the areas of sales,
      marketing and engineering, with a focus on content acquisition and content
      distribution.


19





As
      previously noted, we phased out its former operations (consisting of the
      marketing and sale of consumer personal care products) during the second quarter
      of 2008. We have completely re-focused our energies and resources into the
      development of the businesses of its two operating subsidiary corporations,
      Laurentian and AEN.





SIX
      MONTHS ENDED JUNE 30, 2008


COMPARED
      TO SIX MONTHS ENDED JUNE 30, 2007





There
      were no sales or costs of sales for the six month period ended June, 2007
      primarily as a result of re-focusing its energies and resources into the
      development and implementation of AEN’s and Laurentian’s
      operations.





Selling,
      general and administrative expenses increased from $80,424 for the six month
      period ended June 30, 2007 to $411,538 for the six month period ended June
      30,
      2008 due to costs associated with the start up of the new subsidiary Laurentian
      Capital and costs associated with the AEN operations.





Other
      income (expenses) for the six months ended June 30, 2008 decreased to $12,637
      from $21,790 for the six month period ended June 30, 2007. The change was due
      to
      a reduction in interest and dividends as a result of lower returns and less
      liquid assets in the account as compared to last year.





Net
      loss
      increased from a net loss of $58,263 for the six month period ended June 30,
      2007 to net loss of $398,901 for the six month period ended June 30, 2008,
      due
      to the above analysis of Income and Expenses.





Current
      Assets





Cash
      increased from $381,479 at December 31, 2007 to $1,081,358 at June 30, 2008,
      primarily as a result of the private placements transacted in March 2008 and
      started in June 2008.





Total
      assets increased from $598,258 at December 31, 2007 to $1,827,625 at June 30,
      2008, primarily as a result of the $1.5 million private placement transacted
      with the AEN merger and goodwill related to the AEN merger.





Current
      Liabilities





Current
      liabilities increased from $4,061 at December 31, 2007 to $126,816 at June
      30,
      2008, due to additional accounts payable primarily as a result of liabilities
      assumed with the AEN merger and the costs incurred while developing the AEN
      product.





Liquidity
      and Capital Resources





We
      are
      financing our operations and other working capital requirements principally
      from
      the receipt of proceeds in the amount of approximately $1,345,481 million from
      private placements of our securities received as of June 30, 2008. In addition,
      as previously discussed, the Company still has a private placement in process
      for an additional amount of approximately $2.1 million. Management intends
      to
      use the proceeds from the offering and the additional stock sales towards the
      implementation of the business plan including the AEN products and to provide
      working capital for future expansion of the Company's operations.





THREE
      MONTHS ENDED JUNE 30, 2008


COMPARED
      TO THREE MONTHS ENDED JUNE 30, 2007





There
      were no sales or costs of sales for the six month period ended June, 2007
      primarily as a result of re-focusing its energies and resources into the
      development and implementation of AEN’s and Laurentian’s
      operations.


20





Selling,
      general and administrative expenses increased from $33,845 for the three month
      period ended June 30, 2007 to $356,978 for the three month period ended June
      30,
      2008 due to costs associated with the start up of the new subsidiary Laurentian
      Capital and costs associated with the AEN operations.





Other
      income (expenses) for the three months ended June 30, 2008 decreased to $1,104
      from $9,587 for the three month period ended June 30, 2007. The decrease was
      due
      to lower dividends and interest on investments in the account and interest
      paid
      to investors for money held in escrow for the first quarter.




Net
      loss
      increased from a net loss of $24,173 for the three month period ended June
      30,
      2007 to net loss of $355,874 for the three month period ended June 30, 2008,
      due
      to the above analysis of income and expenses.


21





ITEM
      3.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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





ITEM
      4.
      CONTROLS AND PROCEDURES





*Evaluation of Disclosure Controls and Procedures.* As
      of the end of the period covered by this report, we conducted an evaluation,
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer of our disclosure controls and procedures (as
      defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
      this evaluation our Chief Executive Officer and Chief Financial Officer
      concluded that, at June 30, 2008, our disclosure controls and procedures are
      ineffective. However
      as of the date of the filing of the Form 10Q/A management has implemented
      changes that it has determined will make it financial reporting process
      effective as of the date of this filing.





*Changes
      in Internal Control over Financial Reporting.* There
      were no changes in our internal control over financial reporting, as defined
      in
      Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently
      completed fiscal quarter that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial
      reporting.


22





PART
      II
      OTHER INFORMATION





**ITEM
      1.**  **LEGAL
      PROCEEDINGS**





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





**ITEM 1A
      - RISK FACTORS**




***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.


23


***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.





***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.


24


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.





***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.


25





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.




***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.




**OUR
      BUSINESS PLAN CALLS FOR EXTENSIVE AMOUNTS OF FUNDING AND WE MAY NOT BE ABLE
      TO
      OBTAIN SUCH FUNDING WHICH COULD ADVERSELY AFFECT OUR BUSINESS, OPERATIONS AND
      FINANCIAL CONDITION.**




We
      will
      be relying on additional financing and funding. We are currently in discussions
      with potential sources of financing but no definitive agreements are in place.
      If we cannot achieve the requisite financing or complete the projects as
      anticipated, this could adversely affect our business, the results of our
      operations, prospects and financial condition.





**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.**  **CHANGES
      IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
      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 One Million
      Dollars ($1,000,000). After legal costs and commissions the net proceeds to
      the
      Company were approximately $915,000. The offer and sale of such shares of our
      common stock were effected in reliance on the exemptions for sales of securities
      not involving a public offering, as set forth in Rule 506 of Regulation D
      promulgated under the Securities Act of 1933 (the “Securities Act”) and in
      Section 4(2) of the Securities Act, based on the following: (a) the
      investors confirmed to us that they were “accredited investors,” as defined in
      Rule 501 of Regulation D promulgated under the Securities Act and had such
      background, education and experience in financial and business matters as to
      be
      able to evaluate the merits and risks of an investment in the securities;
      (b) there was no public offering or general solicitation with respect to
      the offering; (c) the investors were provided with certain disclosure
      materials and all other information requested with respect to our company;
      (d) the investors acknowledged that all securities being purchased were
“restricted securities” for purposes of the Securities Act, and agreed to
      transfer such securities only in a transaction registered under the Securities
      Act or exempt from registration under the Securities Act; and (e) a legend
      was placed on the certificates representing each such security stating that
      it
      was restricted and could only be transferred if subsequent registered under
      the
      Securities Act or transferred in a transaction exempt from registration under
      the Securities Act.




Beginning
      June 18, 2008, the Company began accepting subscriptions for up to approximately
      14,705,882 shares of common stock, at a price of $.17 per share, resulting
      in
      gross proceeds of Two Million Five Hundred Thousand Dollars ($2,500,000). After
      legal costs and commissions the net proceeds to the Company are anticipated
      to
      be approximately $2,250,000. 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 based on the following: (a) the
      investors confirmed to us that they were “accredited investors,” as defined in
      Rule 501 of Regulation D promulgated under the Securities Act and had such
      background, education and experience in financial and business matters as to
      be
      able to evaluate the merits and risks of an investment in the securities;
      (b) there was no public offering or general solicitation with respect to
      the offering; (c) the investors were provided with certain disclosure
      materials and all other information requested with respect to our company;
      (d) the investors acknowledged that all securities being purchased were
“restricted securities” for purposes of the Securities Act, and agreed to
      transfer such securities only in a transaction registered under the Securities
      Act or exempt from registration under the Securities Act; and (e) a legend
      was placed on the certificates representing each such security stating that
      it
      was restricted and could only be transferred if subsequent registered under
      the
      Securities Act or transferred in a transaction exempt from registration under
      the Securities Act; 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, (a) the investors confirmed to us that they were
“accredited investors,” as defined in Rule 501 of Regulation D promulgated under
      the Securities Act and had such background, education and experience in
      financial and business matters as to be able to evaluate the merits and risks
      of
      an investment in the securities; (b) there was no public offering or
      general solicitation with respect to the offering; (c) the investors were
      provided with certain disclosure materials and all other information requested
      with respect to our company; (d) the investors acknowledged that all
      securities being purchased were “restricted securities” for purposes of the
      Securities Act, and agreed to transfer such securities only in a transaction
      registered under the Securities Act or exempt from registration under the
      Securities Act; and (e) a legend was placed on the certificates
      representing each such security stating that it was restricted and could only
      be
      transferred if subsequent registered under the Securities Act or transferred
      in
      a transaction exempt from registration under the Securities Act, and (e) the
      Investors represented that were not U.S. citizens or entities.


26




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




There
      were no defaults upon senior securities during the period ended June 30,
      2008.




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





There
      were no matters submitted to the vote of securities holders during the period
      ended June 30, 2008.




**ITEM
      5. OTHER INFORMATION**





None.




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.




27


**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 Davie, Florida, on
      November 25, 2008.





BRAMPTON
      CREST INTERNATIONAL INC.





Date:
                November 25, 2008
            By:
                /s/ Bryan NorcrossBryan
                NorcrossPresident,
                Principal Executive OfficerDate:
                November 25, 2008
            By:
                /s/ Brad HackerBrad
                HackerChief
                Financial Officer




29