U.S.
      Securities and Exchange Commission


Washington,
      D.C. 20549







FORM
      10-Q









*(Mark
              One)*x
            Quarterly
                Report Pursuant to Section 13 or 15(d) oftheSecurities
                Exchange Act of 1934For
              the quarterly period ended March 31, 2008.o
            Transition
                Report Pursuant to Section 13 or 15(d)of the
                Securities Exchange ActFor
              the transition period from _____to
              _____







Commission
      File No. 000-1321002







**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)





**Securities
      registered under Section 12(b) of the Exchange Act:**


**None**


**Securities
      registered under Section 12(g) of the Exchange Act:**


**Common
      Stock, $0.001 par value per share**


**(Title
      of Class)**







Indicate
      by check mark whether the Registrant (1) has filed all reports required by
      Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports) and (2) has been subject to such filing requirements
      for the past 90 days: Yes xNo
o




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 May 15, 2008**Common
                stock, $0.001 par value
            
            161,518,764







BRAMPTON
      CREST INTERNATIONAL INC.




PagePart
                I. Financial InformationItem
                1. Condensed consolidated Financial Statements and Notes to Financial
                Statements(a)
                Condensed consolidated Balance Sheets as of March 31, 2008 and
                December 31, 2007 (unaudited)
            
            4(b)
                Condensed consolidated Statements of Operations for the Three
                Months Ended March 31, 2008 and 2007 (unaudited)
            
            5(c)
                Condensed consolidated Statements of Cash Flows for the Three
                Months Ended March 31, 2008 and 2007 (unaudited)
            
            6(d)
                Notes to Condensed consolidated Financial Statements (unaudited)
            
            7Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results of Operations
            
            12Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            14Item
                4. Controls and Procedures
            
            14Part
                II. Other Information
            
            15Item
                1. Legal Proceedings
            
            15Item
                1A. Risk Factors
            
            15Item
                2. Changes in Securities and Small Business Issuer Purchases of Equity
                Securities
            
            18Item
                3. Defaults Upon Senior Securities
            
            19Item
                4. Submission of Matters to a Vote of Security Holders
            
            19Item
                5. Other Information
            
            19Item
                6. Exhibits
            
            19Signatures
            
            20





2


**PART
      I FINANCIAL INFORMATION**





General





The
      accompanying reviewed condensed financial statements have been prepared in
      accordance with the instructions to Form 10-Q. Therefore, they do not include
      all information and footnotes necessary for a complete presentation of financial
      position, results of operations, cash 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 March 31, 2008 are not necessarily indicative
      of
      the results that can be expected for the year ending December 31,
      2008.




3


BRAMPTON
      CREST INTERNATIONAL, INC.


CONDENSED
      CONSOLIDATED BALANCE SHEETS





(Unaudited)
            
            (Audited)March 31,
            
            December 31,2008
            
            2007ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            1,251,054
            
            $
            381,479Note
                receivable
            
            
            -
            
            
            204,337Total
                current assets
            
            
            1,251,054
            
            
            585,816PROPERTY
                AND EQUIPMENTWebsite
                development
            
            
            91,118
            
            
            -Computer
                and software
            
            
            1,152
            
            
            848Leasehold
                improvement
            
            
            1,500Accumulated
                depreciation
            
            
            (14,952
            )
            
            (28
            )Total
                property and equipment
            
            $
            78,818
            
            $
            820OTHER
                ASSETSPrepaid
                acquisition costs
            
            
            -
            
            
            11,622Trademarks
            
            
            10,650
            
            
            -Deposits
            
            
            2,250
            
            
            -Goodwill
            
            
            7,295,850
            
            
            -Total
                Other Assets
            
            $
            7,308,750
            
            
            11,622TOTAL
                ASSETS
            
            $
            8,638,622
            
            $
            598,258LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable
            
            $
            77,771
            
            $
            4,061STOCKHOLDERS'
                EQUITYPreferred
                stock, $.001 par value; 25,000,000 shares authorized, -0- shares
                issued
                and outstanding at March 31, 2008 and December 31, 2007
            
            $
            -
            
            $
            -Common
                stock, $.001 par value; 950,000,000 shares authorized, 161,518,764
                and
                51,518,764 shares issued and outstanding at March 31, 2008 and December
                31, 2007
            
            
            161,518
            
            
            51,518Additional
                paid-in capital
            
            
            9,489,581
            
            
            1,589,900Accumulated
                deficit
            
            
            (1,090,248
            )
            
            (1,047,221
            )Total
                stockholders' equity
            
            
            8,560,851
            
            
            594,197TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            8,638,622
            
            $
            598,258





See
      accompanying notes to the unaudited Condensed Consolidated Financial
      Statements




4


BRAMPTON
      CREST INTERNATIONAL, INC.


CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





Three Months
            
            Three MonthsEnded
            
            EndedMarch 31,
            
            March 31,2008
            
            2007SALES
            
            $
            -
            
            $
            745COST
                OF SALES
            
            
            -
            
            
            459GROSS
                PROFIT
            
            
            -
            
            
            286SELLING,
                GENERAL ANDADMINISTRATIVE
                EXPENSES
            
            
            54,560
            
            
            46,579LOSS
                FROM OPERATIONS
            
            
            (54,560
            )
            
            (46,293
            )OTHER
                INCOMEInterest
                income
            
            
            11,533
            
            
            12,203Total
                Other Income
            
            
            11,533
            
            
            12,203LOSS
                BEFORE INCOME TAXES
            
            
            (43,027
            )
            
            (34,090
            )INCOME
                TAX BENEFIT
            
            
            —
            
            
            —NET
                LOSS
            
            $
            (43,027
            )
            $
            (34,090
            )LOSS
                PER SHARE -BASIC
                AND DILUTED
            
            $
            (-
            )
            $
            (-
            )WEIGHTED
                AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
            
            
            64,963,154
            
            
            51,518,710





See
      accompanying notes to the unaudited Condensed Consolidated Financial
      Statements




5


BRAMPTON
      CREST INTERNATIONAL, INC.


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





Three Months
            
            Three MonthsEnded
            
            EndedMarch 31,
            
            March 31,2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (43,027
            )
            $
            (34,090
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
            
            
            -0-
            
            
            60Changes
                in operating assets and liabilities:Decrease
                in:Inventory
            
            
            -0-
            
            
            133Accounts
                payable and accrued expenses
            
            
            73,710
            
            
            (8,053
            )Net
                Cash Provided
                ByIn Operating Activities
            
            
            30,683
            
            
            (41,950
            )Net
                Cash Provided By Investing ActivitiesFixed
                Assets Purchased
            
            
            (16,986
            )
            
            —Acquisition
                Costs Paid
            
            
            (73,152
            )Net
                Cash Used In Investing Activities
            
            
            (90,138
            )
            
            —Net
                Cash Provided by Financing ActivitiesPrivate
                Placement-Net of expenses
            
            
            909,681
            
            
            —Cash
                acquired from acquisition
            
            
            19,349Net
                Cash Provided by Financing Activities
            
            
            929,030NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            869,575
            
            
            (41,950
            )CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            381,479
            
            
            864,676CASH
                AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            1,251,054
            
            $
            822,726SUPPLEMENTAL
                DISCLOSURE OF CASH FLOWS INFORMATION:Interest
                paid during the period
            
            $
            —
            
            $
            —Income
                taxes paid during the period
            
            $
            —
            
            $
            —




**SUPPLEMENTAL
                  DISCLOSURE OF NONCASH****ACTIVITIES:**Acquisition
                  of America’s Emergency Network, LLC:Fixed assets
              
              $
              (61,194
              )
              
              -Other assets
              
              
              (12,900
              )
              
              -Loan payable
              
              
              204,786
              
              
              -Officer loan
              
              
              84,507Goodwill
              
              
              (7,295,850
              )
              
              -Common stock issued
              
              
              7,100,000
              
              
              -Cash acquired in acquisition
              
              $
              19,349
              
              $




See
      accompanying notes to the unaudited Condensed Consolidated Financial
      Statements




6


BRAMPTON
      CREST INTERNATIONAL, INC.


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      Three Months Ended March 31, 2008 and 2007





NOTE
      1 -
      BASIS OF PRESENTATION





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





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





ORGANIZATION





Brampton
      Crest International, Inc., formerly known as Hamilton-Biophile Companies ("the
      Company"), a Nevada corporation, was formerly organized as Selvac Corporation
      and then subsequently 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 December 31, 2007, business activities were kept at
      a
      minimum.





Effective
      March 2, 2007, the Company announced that it had formed a wholly owned
      subsidiary, White Peak Capital Group, Inc., a Florida corporation (“White Peak”)
      that 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
      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 Laurentain's 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.




7


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 31, 2008:





Goodwill
            
            $
            7,295,850Cash
            
            
            19,349Fixed
                assets
            
            
            61,194Other
                assets
            
            
            12,900Officer
              Loan
            
            
            (84,507
            )Loan
                Payable
            
            
            (204,786
            )Total
            
            $
            7,100,000





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





The
      Company previously discontinued the business of marketing and selling consumer
      cosmetics and non-prescription dermatology products through the use of one
      independent sales consultant, who covered Florida. The agreement with 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 amount reported of revenues and expenses during
      the reported period. Actual results could differ from those
      estimates.





CASH
      AND
      CASH EQUIVALENTS





The
      Company considers all highly liquid investments with an original term of three
      months or less to be cash equivalents. At March 31, 2008 and December 31, 2007,
      the Company had cash equivalents in the amount of approximately $1,251,000
      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.




8


PROPERTY
      AND EQUIPMENT





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





INCOME
      TAXES





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





EARNINGS
      (LOSS) PER SHARE





Earnings
      (loss) per share is computed in accordance with SFAS No. 128, "Earnings per
      Share". Basic earnings (loss) per share is computed by dividing net income
      (loss), after deducting preferred stock dividends accumulated during the period,
      by the weighted-average number of shares of common stock outstanding during
      each
      period. Diluted earnings per share is computed
      by dividing net income by the weighted-average number of shares of common stock,
      common stock equivalents and other potentially dilutive securities outstanding
      during the period. The outstanding warrants at March 31, 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 is currently analyzing the potential impact
      of adoption of SFAS No. 159 to its financial statements. The
      adoption of this standard has no material effect on the Company’s consolidated
      financial statements.




9


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.





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.


*Recently
        adopted accounting pronouncements* **—** 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.


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 "as needed" basis in Davie, Florida. The space
      is provided rent-free by the Company's CFO. Due to the limited amount of time
      the office space is utilized by the Company its value is deemed to be
      immaterial.





NOTE
      5 -
      COMMON STOCK





PRIVATE
      PLACEMENT OFFERING





On
      November 1, 2004 the Company entered into a private placement agreement which
      was completed during December 2004, when all restrictions were lifted and the
      funds were released from escrow. The Company sold 8,334,000 units for $.15
      per
      unit for a total price of $1,250,100. Each unit consists of one share of common
      stock and a warrant to purchase one additional share of common stock at $.001
      per share. The warrants expire in December 2008. The warrants were valued,
      utilizing the Black-Scholes option pricing model. Accordingly, the total
      proceeds of $1,250,100 were allocated to the common stock (allocated $626,948)
      and the warrants (allocated $623,152) on a prorata basis. The allocated value
      of
      the warrants has been recorded as additional paid-in-capital.





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




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 $909,000. 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.




10


COMMON
      STOCK OUTSTANDING





As
      of
      March 31, 2008 and December 31, 2007, common stock of 950,000,000 shares were
      authorized at a par value of $.001 per share. As of the respective dates the
      Company had 161,518,764 and 51,518,764 shares issued and
      outstanding.





STOCK
      WARRANTS





As
      previously discussed, the Company issued 1,666,000 stock warrants during the
      year ended December 31, 2005 and 48,434,000 stock warrants during the year
      ended
      December 31, 2007 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 three
      months ended March 31, 2008.





WeightedAverageWarrants
            
            PriceBalance,
                12/31/06
            
            
            50,100,000
            
            $
            .001Activity:1/1/07
                to 12/31/07
            
            
            —
            
            
            —Balance,
                12/31/07
            
            
            50,100,000
            
            $
            .001Activity:1/1/08
                to 3/31/08
            
            
            —
            
            
            —Balance,
                3/31/08
            
            
            50,100,000
            
            $
            .001




NOTE
        6 -
        ACQUISITIONS
  The
        summarized unaudited pro forma financial information for the three months
        ended
        March 31, 2008 and 2007 that follows assumes the acquisition of America’s
        Emergency Network, LLC was consummated on January 1, 2007:


**Three
                  Months Ended**
              ********
              ****
              ****
              ****
              ****
              ********
              **March
                  31,**
              
              **March
                  31,****2008**
              
              **2007**SALES
              
              $
              -
              
              $
              745COST
                  OF SALES
              
              
              -
              
              
              459GROSS
                  PROFIT
              
              
              -
              
              
              286SELLING,
                  GENERAL ANDADMINISTRATIVE
                  EXPENSES
              
              
              54,560
              
              
              107,065LOSS
                  FROM OPERATIONS
              
              
              (54,560
              )
              
              (106,779
              )OTHER
                  INCOMEInterest
                  income
              
              
              11,533
              
              
              12,655Total
                  Other Income
              
              
              11,533
              
              
              12,655LOSS
                  BEFORE INCOME TAXES
              
              
              (43,027
              )
              
              (94,124
              )INCOME
                  TAX BENEFIT
              
              
              --
              
              
              --NET
                  LOSS
              
              $
              (43,027
              )
              $
              (94,124
              )LOSS
                  PER SHARE -BASIC
                  AND DILUTED
              
              $
              (-
              )
              $
              (-
              )WEIGHTED
                  AVERAGE COMMON SHARESOUTSTANDING
                  - BASIC AND DILUTED
              
              
              164,963,154
              
              
              151,518,710




11





**I** **TEM
      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 condensed
      consolidated 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, as amended.





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





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 $909,000. 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.




12


Business





Effective
      March 19, 2008 the Company and a subsidiary acquired all the stock of America’s
      Emergency Network 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.





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 the Company. The Company intends to raise
      additional capital, and will attempt to secure bank lines of credit to further
      its lending activities. However, there are no assurances or guarantees that
      the
      lines of credit or additional capital will be achieved.





The
      Company previously discontinued the business of marketing and selling consumer
      cosmetics and non-prescription dermatology products through the use of one
      independent sales consultant, who covered Florida. The agreement with 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 and implementation of AEN’s and Laurentian’s operations.





THREE
      MONTHS ENDED MARCH 31, 2008


COMPARED
      TO THREE MONTHS ENDED MARCH 31, 2007





Sales
      decreased from $745 for the three month period ended March 31, 2007 to $-0-
      for
      the three month period ended March 31, 2008, primarily as a result of
      re-focusing its energies and resources into the development and implementation
      of AEN’s and Laurentian’s operations.





Costs
      of
      sales decreased from $459 for the three month period ended March 31, 2007 to
      $-0- for the three month period ended March 31, 2008, primarily due to the
      decrease of sales of the Company's products.





Selling,
      general and administrative expenses increased from $46,579 for the three month
      period ended March 31, 2007 to $54,560 for the three month period ended March
      31, 2008 due to costs associated with the start up of the new subsidiary
      Laurentian Peak Capital and costs associated with the AEN merger.





Other
      income (expenses) for the three months ended March 31, 2008 decreased by $670
      due to reduction of interest income being earned on investments.





Net
      loss
      increased to a net loss of $43,027 for the three month period ended March 31,
      2008 from net loss of $34,090 for the three month period ended March 31, 2007,
      due to the above analysis of Income and Expenses.




13


Current
      Assets





Cash
      increased from $381,479 on December 31, 2007 to $1,251,054 on March 31, 2008,
      primarily as a result of the $1 million private placement transacted with the
      AEN merger





Total
      assets increased from $598,258 on December 31, 2007 to $8,638,622 on March
      31,
      2008, primarily as a result of the merger with AEN and private placement in
      the
      current quarter.





Current
      liabilities increased from $4,061 on December 31, 2007 to $77,701 on March
      31,
      2008, due to the additional accounts payable incurred by AEN prior to the merger
      in the current quarter.





Liquidity
      and Capital Resources.





We
      are
      financing our operations and other working capital requirements principally
      from
      the receipt of proceeds in the amount of $1,250,100 from a private placement
      of
      our securities in 2004 and an additional sale of 1,666,000 units for total
      proceeds of $249,900 in 2005. Also 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
      $914,000. 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.


Management
      intends to use the proceeds from the offering and the additional stock sale,
      towards the implementation of the business plan (including finding appropriate
      revenue producing business opportunity) and to provide working capital for
      future expansion of the Company's operations.




**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**




*(a)
      Evaluation of Disclosure Controls and Procedures.* Our
      management, with the participation of our President, evaluated the effectiveness
      of our disclosure controls and procedures as of the end of the period covered
      by
      this report. Based on that evaluation, our President concluded that our
      disclosure controls and procedures as of the end of the period covered by this
      report were effective such that the information required to be disclosed by
      us
      in reports filed under the Securities Exchange Act of 1934 is (i) recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms and (ii) accumulated and communicated to our
      management, including our President, as appropriate to allow timely decisions
      regarding disclosure. A controls system cannot provide absolute assurance,
      however, that the objectives of the controls system are met, and no evaluation
      of controls can provide absolute assurance that all control issues and instances
      of fraud, if any, within a company have been detected.




*Management’s
      Report on Internal Control over Financial Reporting.* Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rule 13a-15(f) under the
      Exchange Act). Our internal control over financial reporting is a process
      designed to provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external purposes
      in
      accordance with accounting principles generally accepted in the United States.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Therefore, even those systems determined to
      be
      effective can provide only reasonable assurance of achieving their control
      objectives. Furthermore, smaller reporting companies face additional
      limitations.  Smaller reporting companies employ fewer individuals and find
      it difficult to properly segregate duties.  Often, one or two individuals
      control every aspect of the Company’s operation and are in a position to
      override any system of internal control.  Additionally, smaller reporting
      companies tend to utilize general accounting software packages that lack a
      rigorous set of software controls.




14




Our
      management, with the participation of the Chief Executive Officer, evaluated
      the
      effectiveness of the Company’s internal control over financial reporting as of
      March 31, 2008.  In making this assessment, our management used the
      criteria set forth by the Committee of Sponsoring Organizations of the Treadway
      Commission (COSO) in Internal Control — Integrated Framework.  Based
      on this evaluation, our management, with the participation of the President,
      concluded that, as of March 31, 2008, our internal control over financial
      reporting was effective.




(b) *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.





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.




15




***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.




16


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.




17




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 $909,000. 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 promulgated under
      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.




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**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




There
      were no defaults upon senior securities during the period ended March 31,
      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 March 31, 2008.




**ITEM
      5. OTHER INFORMATION**





None.





**ITEM
      6. EXHIBITS**





Exhibits:





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





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





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





32.2
            Certification
                of Principal Financial and Accounting Officer Pursuant toSection
                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 May
      12, 2008.





BRAMPTON
      CREST INTERNATIONAL INC.





Date:
                May 15, 2008
            By:
                /s/ Bryan NorcrossBryan
                NorcrossPresident,
                Principal Executive OfficerDate:
                May 15, 2008
            By:
                /s/ Brad HackerBrad
                HackerChief
                Financial Officer




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