**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-KSB**




**x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**




**For
      the fiscal year ended December 31, 2007**




**o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**







**BRAMPTON
      CREST INTERNATIONAL, INC.**


**(Exact
      name of registrant as specified in its charter)**





**Nevada**
            
            **000-1321002**
            
            **30-0286164****(State
                or other jurisdiction of
                incorporation or organization)**
            
            **(Commission
                File Number)**
            
            **(I.R.S.
                Employer Identification
                No.)**





**12515
                Orange Drive, Suite 814, Davie, FL**
            
            **33330****(Address
                of principal executive offices)**
            
            **(Zip
                Code)**




**Registrant’s
      telephone number, including area code: (954)475-1260; Extension
      13**




**N/A**


**(Former
      name or former address, if changed since last report)**




Check
      whether the Issuer filed all reports required to be filed by section 13 or
      15
      (d) of the Exchange Act during the past 12 months (or for a shorter period
      that
      the Company was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.





Yes
x
      No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of the Company's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. Yes [X] No [ ]





State
      issuer's revenues for its most recent fiscal year: $1,063




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price of $.23, the price at which
      the common equity was sold on the Over The Counter Bulletin Board on March
      25,
      2008: $3,063,331 **.**





Transitional
      Small Business Disclosure Format (check one): Yes o No x





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





( **THE
      COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE
      YEARS)**





Not
      applicable





( **APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**





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




Class
            
            Outstanding
                as of March 31, 2008Common
                Stock, $0.001 per share
            
            151,518,764




**DOCUMENTS
      INCORPORATED BY REFERENCE**





Exhibits
      incorporated by reference are referred to under Part 1V




Transitional
      Small Business Disclosure Format (check one) Yes  ̈ No x







PART
                  IITEM
                  1.
              
              Description
                  of Business
              
              3ITEM
                  2.
              
              Description
                  of Property
              
              5ITEM
                  3.
              
              Legal
                  Proceedings
              
              5ITEM
                  4.
              
              Submission
                  of Matters to Vote of Securities Holders
              
              5PART
                  IIITEM
                  5.
              
              Market
                  for Common Equity and Related Stockholder Matters
              
              5ITEM
                  6.
              
              Management's
                  Discussion and Analysis or Plan of Operations
              
              6ITEM
                  7.
              
              Financial
                  Statements
              
              8ITEM
                  8
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              
              8ITEM
                  8A.
              
              Controls
                  and Procedures
              
              8Item8A(T)
              
              Management
                  Report
              
              8ITEM
                  8B.
              
              Other
                  Information
              
              9PART
                  IIIITEM
                  9
              
              Directors,
                  Executive Officers, Promoters, and Control Persons; Compliance
                  with
                  Section 16(a) of the Exchange Act
              
              9ITEM
                  10.
              
              Executive
                  Compensation
              
              12ITEM
                  11.
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              
              14ITEM
                  12.
              
              Certain
                  Relationships and Related Transactions
              
              15ITEM
                  13.
              
              Exhibits
              
              16ITEM
                  14.
              
              Principal
                  Accountant Fees and Services
              
              16SIGNATURES
              
              19





2




**EXPLANATORY
        NOTE**
 
 This
        Annual Report on Form 10-KSB and the documents incorporated herein by reference
        contain forward-looking statements that have been made pursuant to the
        provisions of the Private Securities Litigation Reform Act of 1995. Such
        forward-looking statements are based on current expectations, estimates and
        projections about our industry, management beliefs, and assumptions made
        by
        management. Words such as “anticipates,” “expects,” “intends,” “plans,”
”believes,” “seeks,” “estimates,” variations of such words and similar
        expressions are intended to identify such forward-looking statements. These
        statements are not guarantees of future performance and are subject to certain
        risks, uncertainties and assumptions that are difficult to predict; therefore,
        actual results and outcomes may differ materially from what is expressed
        or
        forecasted in any such forward-looking statements.
 
 Unless
        otherwise noted, references in this Form 10-KSB to “Brampton” the “Company,”
“we,” “our” or “us” meansBrampton
        Crest International, Inc.,
        aNevada
        corporation.
 
 **FORWARD
        LOOKING STATEMENTS**
 
 There
        are
        statements in this registration statement that are not historical facts.
        These
“forward-looking statements” can be identified by use of terminology such as
“believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,”
“expect,” “estimate,” “project,” “positioned,” “strategy” and similar
        expressions. You should be aware that these forward-looking statements are
        subject to risks and uncertainties that are beyond our control.  For a
        discussion of these risks, you should read this entire Registration Statement
        carefully.  Although management believes that the assumptions underlying
        the forward looking statements included in this Registration Statement are
        reasonable, they do not guarantee our future performance, and actual results
        could differ from those contemplated by these forward looking statements.
        The
        assumptions used for purposes of the forward-looking statements specified
        in the
        following information represent estimates of future events and are subject
        to
        uncertainty as to possible changes in economic, legislative, industry, and
        other
        circumstances. As a result, the identification and interpretation of data
        and
        other information and their use in developing and selecting assumptions from
        and
        among reasonable alternatives require the exercise of judgment. To the extent
        that the assumed events do not occur, the outcome may vary substantially
        from
        anticipated or projected results, and, accordingly, no opinion is expressed
        on
        the achievability of those forward-looking statements.  In the light of
        these risks and uncertainties, there can be no assurance that the results
        and
        events contemplated by the forward-looking statements contained in this
        Registration Statement will in fact transpire. You are cautioned not to place
        undue reliance on these forward-looking statements, which speak only as of
        their
        dates. We do not undertake any obligation to update or revise any
        forward-looking statements.
  PART
        I
  ITEM
        1.
        DESCRIPTION OF BUSINESS.
 
 General
 
 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 18, 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.
  3
 
 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.
 
 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.
 
 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’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.
 
 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 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.
 
 On
        September 11, 2007 Laurentian entered into a promissory note and loaned $200,000
        to America’s Emergency Network, LLC (AEN). The note was due the earliest of
        September 25, 2008 or when AEN, enters into a private placement of at least
        $1,000,000. The loan carries an annual interest rate of 12% and is to be
        used
        for operating expenses excluding officer salaries and distributions. The
        loan is
        collateralized by the assets of AEN. The private placement was closed on
        March
        24, 2008 as described below.
 
 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.
 
 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.
  4
 
 **Reports
        to Security Holders**
 
 The
        public may read and copy any materials filed by us with the SEC at the SEC's
        Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C.
        The
        public may obtain information on the operation of the SEC's Public Reference
        Room by calling the SEC at 1-800-SEC-0330. We will be an electronic filer
        and
        the SEC maintains an Internet site that contains reports, proxy and information
        statements, and other information regarding issuers that file electronically
        with the SEC which may be viewed at http://www.sec.gov/ .
 
 ITEM
        2.
        DESCRIPTION OF PROPERTY.
 
 Brampton
        Crest International, Inc. currently maintains its office at 12515 Orange
        Drive,
        Suite 814, Davie, Florida 33330. The telephone number is (954) 475-1260,
        extension 13. Other than this office, Brampton Crest International, Inc.
        does
        not currently maintain any other office facilities. The office is leased
        by
        Kramer Weisman and Associates where the Company’s CFO, Brad Hacker, is a partner
        and, as a courtesy, Mr. Hacker allows Brampton Crest International, Inc.
        to use
        the office facilities without rent. The Company's use of Kramer Weisman and
        Associates space is minimal and deemed immaterial in 2007.
 
 ITEM
        3.
        LEGAL PROCEEDINGS.
 
 Brampton
        Crest International, Inc. is not a party to any pending legal proceedings,
        and
        no such proceedings are known or contemplated.
 
 No
        director, officer or affiliate of Brampton Crest International, Inc. and
        no
        owner of record or beneficial owner of more than 5.0% of the securities of
        or
        any associate of Brampton Crest International, Inc., any such director, officer
        or security holder is a party adverse to Brampton Crest International, Inc.
        or
        has a material interest adverse to Brampton Crest International, Inc. in
        reference to pending litigation.
 
 ITEM
        4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
 
 NONE
 
 **PART
        II**
 
 ITEM
        5.
        MARKET PRICE AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND OTHER
        SHAREHOLDER MATTERS.
 
 TRADING
        MARKET
 
 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 common
        stock is traded in the over-the-counter market, and quoted in the National
        Association of Securities Dealers over The Counter Bulletin Board under the
        symbol “BRCI.OB.”
 
 The
        following table sets forth for the periods indicated the high and low bid
        quotations for our common stock as of the end of each quarter. These quotations
        represent inter-dealer quotations, without adjustment for retail markup,
        markdown or commission and may not represent actual transactions.
 **FISCAL
                    2007**
                
                **HIGH
                    BID**
                
                **LOW
                    BID**Quarter
                    Ended December 31, 2007
                
                
                .30
                
                
                .09Quarter
                    Ended September 30, 2007
                
                
                .31
                
                
                .06Quarter
                    Ended June 30, 2007
                
                
                .15
                
                
                .06Quarter
                    Ended March 31, 2007
                
                
                .30
                
                
                .11
 5
 **FISCAL
                    2006**
                
                **HIGH
                    BID**
                
                **LOW
                    BID**Quarter
                    Ended December 31, 2006
                
                
                .30
                
                
                .15Quarter
                    Ended September 30, 2006
                
                
                .40
                
                
                .15Quarter
                    Ended June 30, 2006
                
                
                .22
                
                
                .207Quarter
                    Ended March 31, 2006
                
                
                .32
                
                
                .15
  We
        may
        never pay any dividends to our shareholders. We have not declared any dividends
        for the years ended December 31, 2005, 2006 or 2007. Our Board of Directors
        does
        not intend to distribute dividends in the near future. 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 as the Board of Directors considers relevant.
        There is no assurance that future dividends will be paid, and if dividends
        are
        paid, there is no assurance with respect to the amount of any such dividend.
  Effective
        October 31, 2007 the Company increased its number of shares of authorized
        capital stock to nine hundred and seventy five million (975,000,000), of
        which
        nine hundred and fifty million (950,000,000) shares are Common Stock with
        a par
        value of $.001 and twenty-five million (25,000,000) shares are preferred
        stock
        with a par value of $.001.
 
 ITEM
        6 .
        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-KSB, including, without limitation, statements related to anticipated
        cash
        flow sources and uses, and words including but not limited to "anticipates",
        "believes", "plans", "expects", "future" and similar statements or expressions,
        identify forward looking statements. Any forward-looking statements herein
        are
        subject to certain risks and uncertainties in the Company's business, including
        but not limited to, reliance on customers and competition in its markets,
        market
        demand, product performance, maintenance of relationships with key suppliers,
        difficulties of contracting or retaining independent contractors and any
        changes
        in current accounting rules, all of which may be beyond the control of the
        Company. The Company's actual results could differ materially from those
        anticipated in these forward-looking statements as a result of certain factors,
        including those set forth therein.
 
 Management's
        Discussion and Analysis of Consolidated Results of Financial Condition and
        Results of Operations ("MD&A") should be read in conjunction with the
        consolidated financial statements included herein. Further, this yearly report
        on Form 10-KSB should be read in conjunction with the Company's Consolidated
        Financial Statements and Notes to Consolidated Financial Statements included
        in
        Report on Form 10-KSB.
 
 TWELVE
        MONTHS ENDED DECEMBER 31, 2007 COMPARED TO TWELVE MONTHS ENDED DECEMBER 31,
        2006
 
 Sales
        decreased from $4,555 for the year ended December 31, 2006 to $1,063 for
        the
        year ended December 31, 2007.The decrease was due to lack of demand for the
        products sold.
 
 Costs
        of
        Sales decreased from $1,581 for the year ended December 31, 2006 to $459
        for the
        year ended December 31, 2007, primarily due to the decrease in sales of the
        Company's products.
  Selling,
        General and Administrative Expenses increased from $121,429 for the year
        ended
        December 31, 2006 to $294,293 for the year ended December 31, 2007 due to
        professional fees, promotional and travel expenses incurred in 2007 to assist
        the Company with raising money and searching for acquisition
        candidates.
  Other
        Income (Expenses) for the year ended December 31, 2007 was $43,428. This
        income
        was due to interest/dividend income earned by the Company on investments
        and
        interest accrued from the AEN loan.
 
 Net
        Loss
        increased from a Net Loss of $75,410 for the year ended December 31, 2006
        to
        $250,461 for the year ended December 31, 2007, due to the above analysis
        of
        Income and Expenses.
  6
 
 Current
        Assets
 
 Cash
        decreased from $ 864,676 on
        December 31, 2006 to $381,479 on December 31, 2007, primarily as a result
        of
        expenses in operating the company for the past year and the loan to AEN from
        Laurentian in 2007.
 
 Other
        Assets
 
 Other
        Assets increased from -0- on December 31, 2006 to $11,662 on December 31,
        2007
        due to prepaid acquisition costs related to the AEN merger.
 
 Total
        Assets decreased from $867,526 on December 31, 2006 to $490,861 on December
        31,
        2007, primarily as a result of losses sustained by the company in
        2007.
 
 Liabilities
  Current
        Liabilities decreased from $22,868 on December 31, 2006 to $4,061 on
        December 31, 2007, due to a larger amount of accrued expenses at December
        31,
        2006 and paid in 2007.
 
 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 from interest income. In addition, on January
        11,
        2005, the Company sold 1,666,000 units at $.15 per unit for a total sale
        price
        of $249,900, which was finalized during May,
        2005, when the restrictions were met and the funds disbursed from
        escrow.
  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.
 
 Private
        Placements
  On
        January 11, 2005, the Company sold 1,666,000 units at $.15 per unit for a
        total
        sale price of $249,900. Each unit consisted of one share of common stock
        and one
        warrant to purchase one additional share of common stock at $.001 per share.
 
 The
        units
        sold in the previous private placement dated November 1, 2004 for approximately
        $915,000 and the January 11, 2005 private placement may not be resold for
        a
        period of twelve months from the date of purchase without the express written
        consent of the Company.
 
 Management
        intends to use the balance of the proceeds from the offering towards the
        implementation of the business plan and to provide working capital and/or
        for
        future expansion of the Company's operations.
 
 It
        is
        probable the Company will require additional capital in order to operate
        its
        business and there are no assurances the Company will be able to raise that
        capital in the future.
 
 On
        September 11, 2007 Laurentian entered into a promissory note and loaned $200,000
        to America’s Emergency Network, LLC (AEN). The note is due the earliest of
        September 25, 2008 or when AEN enters into a private placement of at least
        $1,000,000. The loan carries an annual interest rate of 12% and is to be
        used
        for operating expenses excluding officer salaries and distributions. The
        loan is
        collateralized by the assets of AEN.
 
 7
  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.
  ITEM
        7.
        FINANCIAL STATEMENTS
 
 The
        financial statements of the Company are included following the signature
        page to
        this Form 10-KSB.
  ITEM
        8.
        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINACIAL DISCLOSURES
 
 None
  ITEM
        8A.
        CONTROLS AND PROCEDURES
 
 (a)
        Evaluation of Disclosure Controls and Procedures
  The
        Company's Chief Executive Officer and Chief Financial Officer, after evaluating
        the effectiveness of the Company's controls and procedures (as defined in
        the
        Securities Act of 1934 Rule 13a 14(c) and 15d 14 (c)) within 90 days of the
        filing of this annual report on Form 10-KSB (the "Evaluation Date"), have
        concluded that as of the Evaluation Date, the Company's disclosure controls
        and
        procedures were adequate and effective to ensure that material information
        relating to it would be made known to it by others, particularly during the
        period in which this yearly report on Form 10-KSB was being made.
 
 (b)
        Changes in Internal Controls
  There
        were no significant changes in the Company's internal controls or in other
        factors that could significantly affect the Company's disclosure controls
        and
        procedures subsequent to the Evaluation Date, nor any significant deficiencies
        or material weaknesses in such disclosure controls and procedures requiring
        corrective actions.
 
 **ITEM
        8A(T). MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
        REPORTING.**
 
 Our
        management is responsible for establishing and maintaining adequate internal
        control over financial reporting for the company in accordance with and as
        defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
        control over financial reporting is designed to provide reasonable assurance
        regarding the (i) effectiveness and efficiency of operations, (ii) reliability
        of financial reporting and the preparation of financial statements for external
        purposes in accordance with generally accepted accounting principles, and
        (iii)
        compliance with applicable laws and regulations. Our internal controls framework
        is based on the criteria set forth in the Internal Control - Integrated
        Framework issued by the Committee of Sponsoring Organizations of the Treadway
        Commission (COSO).
 
 Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.
 
 Management’s
        assessment of the effectiveness of the small business issuer’s internal control
        over financial reporting is as of the year ended December 31, 2007. We believe
        that internal control over financial reporting is effective. We have not
        identified any, current material weaknesses considering the nature and extent
        of
        our current operations and any risks or errors in financial reporting under
        current operations.
 
 This
        annual report does not include an attestation report of the company’s registered
        public accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the Company’s registered
        public accounting firm pursuant to temporary rules of the SEC that permit
        the
        Company to provide only management’s report in this annual report.
  8
 
 **CHANGES
        IN INTERNAL CONTROL OVER FINANCIAL REPORTING.**
 
 There
        was
        no change in our internal control over financial reporting that occurred
        during
        the fiscal quarter ended December 31, 2007, that has materially affected,
        or is
        reasonably likely to materially affect, our internal control over financial
        reporting.
 
 ITEM
        8B.
        OTHER INFORMATION
 
 On
        September 11, 2007 Laurentian entered into a promissory note and loaned $200,000
        to America’s Emergency Network, LLC (AEN). The note is due the earliest of
        September 25, 2008 or when AEN enters into a private placement of at least
        $1,000,000. The loan carries an annual interest rate of 12% and is to be
        used
        for operating expenses excluding officer salaries and distributions. The
        loan is
        collateralized by the assets of 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.
  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.
 
 **PART
        III**
 
 ITEM
        9.
        DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16 (A) OF THE EXCHANGE ACT
 
 The
        directors and executive officers currently serving Brampton Crest International,
        Inc. are as follows:
  Name
                
                Age
                
                Positions
                    Held and TenureBryan
                    Norcross
                
                57
                
                President
                    and Chief Executive Officer,Robert
                    Wineberg
                
                53
                
                Secretary
                    and TreasurerMax
                    Mayfield
                
                59
                
                Senior
                    Vice President of Government RelationsRobert
                    Adams
                
                50
                
                Chairman
                    of the Board of DirectorsMatthew
                    Straeb
                
                46
                
                Senior
                    Vice President of MarketingJoseph
                    I. Emas
                
                53
                
                DirectorBrad
                    Hacker
                
                48
                
                Director
                    and Chief Financial Officer
  9
 
 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.
 
 On
        March
        19, 2008, the Board of Directors appointed Robert Adams and Bryan Norcross
        as
        members of the Board of Directors.
 
 On
        March
        19, 2008, the Board of Directors appointed Bryan Norcross as President and
        Chief
        Executive Officer, Robert Wineberg as Secretary and Treasurer, Max Mayfield
        as
        Senior Vice President of Government Relations, Robert Adams as Chairman of
        the
        Board of Directors, and Matthew Straeb as Senior Vice President of Marketing.
 
 **Robert
        Adams** : Robert
        Adams was appointed as Chairman of the Board of Directors on March 19, 2008.
        Mr.
        Adams is the President and Chief Executive Officer of Global Security Systems,
        LLC (GSS), the parent company of AlertFM. He has held this position since
        GSS’s
        inception. In 1985, Mr. Adams founded Adcom Communications, an entity that
        was
        instrumental in replacing the (MBS) protocol with the Radio Broadcasting
        Data
        System (RBDS). Mr. Adams has been involved in the FM data-transmission business
        for 17 years.  From
        May
        2, 2007 to the present, Mr. Adams was a Founding Member of America’s Emergency
        Network, LLC.
 
 In
        addition to his other accomplishments, Mr. Adams assisted in procuring RBDS
        approval in the U.S (1993); manufacturing the only RBDS FM data receiver
        in the
        U.S.; installation and testing of an FM data-transmission system in over
        20
        foreign markets and the 11 western U.S. states; and negotiating and signing
        the
        world’s first exclusive agreement between a manufacturer and a wireless
        communications carrier.
 
 **Bryan
        Norcross** : Bryan
        Norcross was appointed our President and Chief Executive Officer as well
        as a
        member of our Board of Directors on March 19, 2008. Since 1980, Mr. Norcross
        has
        been a broadcast meteorologist ,
        reporting for major outlets such as CNN, NBC, and recently WFOR-CBS4 in Miami,
        as well as being engaged as an analyst for CBS network news. From May 2,
        2007 to
        the present, Mr. Norcross was the President and Chief Executive Officer
        America’s Emergency Network, LLC.
  Mr.
        Norcross received the 1993 David Brinkley Award for Excellence in Communication.
        Mr. Norcross serves as Honorary Chairman of the Board of the South Florida
        Hurricane Warning museum project in Deerfield Beach. Mr. Norcross has a Bachelor
        of Science degree in Math and Physics and a Master of Science degree in
        Communications and Meteorology from Florida State University. In addition,
        Mr.
        Norcross received an Honorary Doctor of Public Service degree from Florida
        International University.
  **Mathew
        Straeb** : Matthew
        Straeb was appointed as Senior Executive Vice President of Marketing on March
        19, 2008. Mr. Straeb is Executive Vice President, Marketing for Global Security
        Systems, LLC (GSS), the parent company of AlertFM. Mr. Straeb has worked
        with
        the high-tech firms, Rohde &Schwarz, Continental Electronics, Vitec, and
        Orad and is an authority in many technology businesses including mobile data
        applications, hybrid digital (HD) radio, high power FM, AM and shortwave
        broadcast, on-the-field graphics, virtual sets, digital-TV transition, and
        intermediate and high-end post production color correction. From May 2, 2007
        to
        the present, Mr. Straeb was a Founding Member of America’s Emergency Network,
        LLC.
  Mr.
        Straeb holds a Bachelor of Science degree in Electrical Engineering from
        Southern Methodist University. He also has been a visiting professor teaching
        courses in broadcast and entertainment technologies.
 
 **Max
        Mayfield** : Max
        Mayfield was appointed as our Senior Vice President of Government relations
        on
        March 19, 2008. Mr. Mayfield was the director
        of the National Hurricane Center from 2000 to 2007. Mr. Mayfield is the former
        chairman of the World Meteorological Organization's Regional Association-IV
        Hurricane Committee, which supports 26 members from Atlantic and eastern
        Pacific
        countries. From
        May
        2, 2007, to the present, Mr. Mayfield was a Founding Member of America’s
        Emergency Network, LLC. Mr.
        Mayfield also serves as the Hurricane Specialist WPLG-TV in Miami.
 
 Mr.
        Mayfield is a Fellow of the American Meteorological Society. In 2006, Mr.
        Mayfield received the Government Communicator of the Year Award from the
        National Association of Government Communicators, as well as the prestigious
        Neil Frank Award from the 2006 National Hurricane Conference “for...efforts to
        significantly improve the accuracy of hurricane forecasting...as Director of the
        National Hurricane Center, a factor which has undoubtedly helped save countless
        lives and property.” Mr. Mayfield has Bachelor of Science degree in Mathematics
        from University of Oklahoma, and a Master of Science in Meteorology from
        Florida
        State University.
  10
 
 **Robert
        Wineberg** :
        Mr.
        Wineberg was appointed Secretary and Treasurer of the Company on March 19,
        2008.
        Previously to that he served as the Company’s Chairman of the Board, Chief
        Executive Officer and Principal Accounting Officer. 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 January, 2007 Mr. Wineberg served as a consultant to 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.).
 
 **Joseph
        I. Emas** :
        Mr.
        Emas served as Director of the Company since December, 2003. Mr. Emas is
        a
        securities regulation attorney and has practiced since January 1994. Mr.
        Emas
        received his Honors BA at University of Toronto, Bachelor of Administrative
        Studies, with distinction, at York University in Toronto, his JD, cum laude
        from
        Nova Southeastern Shepard Broad Law School and his L.L.M. in Securities
        Regulation at Georgetown University Law Center. Mr. Emas was an Adjunct
        Professor of Law at Nova Southeastern Shepard Broad Law School. Mr. Emas
        specializes in securities regulation, corporate finance, mergers and
        acquisitions and corporate law. Mr. Emas is licensed to practice law in Florida,
        New Jersey and New York.
 
 **Brad
        Hacker** :
        Mr.
        Hacker has been our Chief Financial Officer since December 2005. Mr. Hacker
        is a
        Certified Public Accountant and partner in the firm Kramer Weisman and
        Associates, LLC. Mr. Hacker received his Bachelor of Business Administration
        from the University Of Texas. Mr. Hacker as held position of Chief Financial
        Officer with both Public and private companies in South Florida. As previously
        Disclosed, the firm of Kramer Weisman and Associates, LLC has been retained
        by
        the company to provide accounting and financial services to the
        company.
 
 The
        directors named above will serve until the next annual meeting of Brampton
        Crest
        International, Inc.'s stockholders. Thereafter, directors will be elected
        for
        one-year terms at the annual stockholders meeting. Officers will hold their
        positions regardless of any employment agreement.
 
 There
        is
        no arrangement or understanding between the directors and officers of Brampton
        Crest International, Inc. and any other person pursuant to which any directors
        or officers were or are to be selected as a director or
        officer.
 
 Board
        of Directors Committees and Other Information
 
 All
        Directors hold office until the next annual meeting of stockholders and until
        their successors have been duly elected and qualified. Officers are appointed
        by
        and serve at the discretion of the Board of Directors.
 
 The
        Board
        of Directors currently has no committees. As and when required by law, it
        will
        establish an Audit Committee and a Compensation Committee. The Audit Committee
        will oversee the actions taken by our independent auditors and review our
        internal financial and accounting controls and policies. The Compensation
        Committee will be responsible for determining salaries, incentives and other
        forms of compensation for our officers, employees and consultants and will
        administer our incentive compensation and benefit plans, subject to full
        board
        approval. The Audit Committee Charter and the Compensation Committee Charter
        are
        attached hereto as Exhibit to this filing. The functions of the Audit Committee
        and the Compensation Committee are currently performed by the Board of
        Directors.
 
 Director
        Compensation
 
 Our
        Directors do not receive cash for their services. The Company does not provide
        additional compensation for committee participation or special assignments
        of
        the Board of Directors, but may enter into separate consulting agreements
        with
        individual directors at times.
 
 Indemnification
        of Officers and Directors
 
 As
        permitted by Nevada law, Brampton Crest International, Inc.'s Amended and
        Restated Articles of Incorporation provide that Brampton Crest International,
        Inc. will indemnify its directors and officers against expenses and liabilities
        they incur to defend, settle, or satisfy any civil or criminal action brought
        against them on account of their being or having been Company directors or
        officers unless, in any such action, they are adjudged to have acted with
        gross
        negligence or willful misconduct.
  11
 
 Pursuant
        to the foregoing provisions, Brampton Crest International, Inc. has been
        informed that, in the opinion of the Securities and Exchange Commission,
        such
        indemnification is against public policy as expressed in that Act and is,
        therefore, unenforceable.
  Exclusion
        of Liability
 
 Pursuant
        to the Nevada Business Corporation Act, Brampton Crest International, Inc.'s
        Amended and Restated Articles of Incorporation exclude personal liability
        for
        its directors for monetary damages based upon any violation of their fiduciary
        duties as directors, except as to liability for any breach of the duty of
        loyalty, acts or omissions not in good faith or which involve intentional
        misconduct or a knowing violation of law, acts in violation of the Nevada
        Business Corporation Act, or any transaction from which a director receives
        an
        improper personal benefit. This exclusion of liability does not limit any
        right
        that a director may have to be indemnified and does not affect any director's
        liability under federal or applicable state securities laws.
 
 ITEM
        10.
        EXECUTIVE COMPENSATION.
 
 The
        following table sets forth information with respect to compensation paid
        by the
        Company to the President and compensation to named executive officer's that
        exceeds $100,000 as of December 31, 2007:
 Annual
                  Compensation
                
                
                
                
                
                
                
                Long
                    Term CompensationOther
                    Annual
                
                
                
                Restricted
                    Stock Options/LTIP
                
                All
                    OtherName
                
                Title
                
                Year
                
                Salary
                
                Bonus
                
                Compensation
                
                Awarded
                
                SARs
                    (#)
                
                payouts
                    ($)
                
                CompensationRobert
                    Wineberg
                
                
                President
                
                
                2005
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                02006
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                02007
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
 
 **Outstanding
        Equity Awards At Fiscal Year-End Table**
 
 None.
 
 **Option
        Exercises And Stock Vested Table**
 
 None.
  12
  **PENSION
        BENEFITS TABLE**
 
 None.
 
 **Nonqualified
        Deferred Compensation Table**
 
 None.
 
 **All
        Other Compensation Table**
 
 None.
 
 **Perquisites
        Table**
 
 None.
  There
        are
        no existing or planned option/SAR grants.
 
 **Employment
        Agreements**
 
 As
        of
        December 31, 2007, we are not a party to any employment agreements.
 
 **Options/SAR
        Grants in Last Fiscal Year**
 
 None.
 
 **Aggregated
        Option Exercises and Fiscal Year-End Option Value Table**
 
 None.
  **Code
        of Ethics**
 
 We
        have
        adopted a code of ethics that applies to all of our executive officers,
        directors and employees. Code of ethics codifies the business and ethical
        principles that govern all aspects of our business. This document will be
        made
        available in print, free of charge, to any shareholder requesting a copy
        in
        writing from the Company. A copy of our code of ethics is filed herein.
  13
  Employees
 
 Brampton
        Crest International, Inc. currently has no employees including its directors
        and
        officers. Management expects to hire help as necessary once the business
        plan is
        applied.
 
 
 Consulting
        and Employment Agreements
 
 On
        November 29, 2005, the Board of Directors appointed Brad Hacker, CPA as the
        Chief Financial Officer for the Company.
 
 On
        December 7, 2005 the Company engaged Kramer Weisman and Associates, LLP,
        Certified Public Accountants & Consultants to do its daily accounting and
        monthly, quarterly and yearly financial reporting, including SEC filings
        as
        needed. Fees for services rendered will be billed at a flat rate of $1,250
        per
        month. Any additional work that is required will be billed at a standard
        hourly
        rate plus any out of pocket expenses and travel costs incurred. This agreement
        is renewed annually and has been renewed until December 2008.
  On
        March
        2, 2007, Brampton Crest International, Inc. appointed its then CEO, Robert
        Wineberg, as President of its newly formed wholly owned subsidiary, Laurentian
        Capital Group, Inc. (“Laurentian”), and entered into a three month consulting contract
        by and between Laurentian and its Vice President, Tsvi Katsir, effective
        February 1st, 2007. Pursuant to the agreement, Mr. Katsir is entitled to
        receive
        a Consulting fee of $10,000 and an option to acquire 200,000 shares of Brampton
        Crest International, Inc.’s common
        stock, par value $.01 per share. The one year options were granted effective
        March 19, 2008 at a exercise price of $.10. Mr. Katsir’s agreement was extended
        and expired on July 31, 2007. Subsequently, the company hired a real estate
        consultant, Scott Roberts, to manage Laurentian. Mr. Roberts has extensive
        experience in the lending business and is paid on a commission
        basis.
 
 On
        March
        19, 2008 as part of the AEN agreement the company agreed to an employment
        agreements with Bryan Norcross and Max Mayfield.
 
 Mr.
        Norcross’s agreement commences on January 1, 2008 until written notice of the
        consummation of a public or private capital contribution or investment in
        the
        Company by a third party equal to Five Million Dollars ($5,000,000).
        Compensation will consists of a base salary of Ten Thousand ($10,000) per
        month.
 
 Mr.
        Mayfield’s agreement commences on January 1, 2008 until written notice of the
        consummation of a public or private capital contribution or investment in
        the
        Company by a third party equal to Five Million Dollars ($5,000,000).
        Compensation will consists of a base salary of Two Thousand ($2,000) per
        month.
 
 ITEM
        11.
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The
        following table sets forth as at December 31, 2007, the name and address
        and the
        number of shares of the Company's common stock, with a par value of $0.001
        per
        share, held of record or beneficially by each person who held of record,
        or was known by the Company to own beneficially, more than 5% of the issued
        and
        outstanding shares of the Company's common stock, and the name and shareholdings
        of each director and of all officers and directors as a group.
 Number
                    of
                
                Percentage
                    ofShares
                
                SharesName
                      and Address
                
                Beneficially
                    Owned (1)
                
                Beneficially
                    Owned (1)Joseph
                    I. Emas
                
                
                38,700,000
                    (2
                )
                
                38.1
                %1224
                    Washington AvenueMiami
                    Beach, FL 33139Brad
                    Hacker
                
                
                -0-
                
                
                -0-
                %12515
                    Orange Drive, Suite 814Davie,
                    FL 33330All
                    directors and
                
                
                87,900,000
                
                
                86.6
                %executive
                    officers asa
                    group (3 persons)Brampton
                    Crest International, LLC
                
                
                38,700,000
                    (3
                )
                
                38.1
                %1224
                    Washington AvenueMiami
                    Beach, FL 33139Murray
                    Bacal
                
                
                38,700,000
                    (3
                )
                
                38.1
                %1455
                    Ocean Drive #904Miami
                    Beach, Florida 33139Robert
                    Wineberg
                
                
                51,200,000
                    (4
                )
                
                48.5
                %Delaporte
                    Point #45Nassau,
                    Bahamas
  14
  (1)
              Based
                  on a total of an aggregate of 101,518,764 shares of capital stock,
                  consisting of 51,518,764 issued and outstanding shares of common
                  stock and
                  warrants to purchase 50,000,000 shares of common
                  stock.
  (2)
              Includes
                  12,300,000 shares of common stock held in the name of Brampton
                  Crest
                  International, LLC, 300,000 shares of common stock held in the
                  name of
                  Joseph I, Emas, warrants to purchase 25,800,000 shares of common
                  stock
                  held in the name of Brampton Crest International, LLC (Murray Bacal,
                  and
                  Joseph I. Emas are the managing members of Brampton Crest International,
                  LLC) and warrants to purchase 300,000 shares of common stock held
                  in the
                  name of Joseph I, Emas.
  
 (3)
              Includes
                  12,300,000 shares of common stock held in the name of Brampton
                  Crest
                  International, LLC, warrants to purchase 25,800,000 shares of common
                  stock
                  held in the name of Brampton Crest International, LLC (Murray Bacal
                  is the
                  managing member of Brampton Crest International,
                  LLC)
 
 (4)
              Includes
                  25,600,000 shares of common stock and warrants to purchase 25,600,000
                  shares of common stock.
  ITEM
        12.
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
 No
        officer, director, promoter, or affiliate of Brampton Crest International,
        Inc.
        has or proposes to have any direct or indirect material interest in any asset
        held by Brampton Crest International, Inc. through security holdings, contracts,
        options, or otherwise.
 
 Although
        there is no current compensation plan in existence, it is probable that Brampton
        Crest International, Inc. will adopt a plan to pay or accrue compensation
        to its
        Officers and Directors for services related to development of the company's
        business plan.
   15
  ITEM
        13.
        EXHIBITS AND REPORTS
 
 (a)
        (1)
        FINANCIAL STATEMENTS.
 
 The
        following financial statements are included in this report:
 Title
                    of Document
                
                PageReport
                    of Independent Registered Public Accounting Firm
                
                
                F-1Financial
                    Statements:Balance
                    Sheets as of December 31, 2007 and 2006
                
                
                F-2Statements
                    of Operations for the years ended December 31, 2007 and
                    2006
                
                
                F-3Statements
                    of Stockholders' Equity for the years ended December 31, 2007
                    and
                    2006
                
                
                F-4Statements
                    of Cash Flows for the years ended December 31, 2007 and December
                    31,
                    2006
                
                
                F-5Notes
                    to financial statements
                
                
                F-6
 
 (a)
        (2)
        FINANCIAL STATEMENT SCHEDULES
 
 The
        following financial statement schedules are included as part of this
        report:
 
 None.
 
 (a)
        (3)
        EXHIBITS
 
 The
        exhibits required to be filed herewith by Item 601 of Regulation S-B, as
        described in the following index of exhibits, are incorporated herein by
        reference, as follows:
  14.1
              Code
                  of Ethics
  31.1
              Section
                  302 Certificate of Chief Executive Officer
  31.2
              Section
                  302 Certificate of Chief Financial Officer
  32.1
                Section
                    906 Certificate of Chief Executive Officer
  32.2
              Section
                  906 Certificate of Chief Financial Officer
  99.1
              Audit
                  Committee Charter  99.2
              Compensation
                  Committee Charter
  (b)
        Reports on Form 8-K
  ITEM
        14.
        PRINCIPAL ACCOUNTANT FEES AND SERVICES
  16
  (1)
        Audit
        Fees
  The
        aggregate fees billed by the independent accountants for the last fiscal
        year
        for professional services for the audit of the Company's annual financial
        statements and the review included in the Company's Form 10-QSB and services
        that are normally provided by the accountants in connection with statutory
        and
        regulatory filings or engagements for those fiscal years were $25,500 in
        2007
        and $22,000 on 2006.
 
 (2)
        Audit-Related Fees
  The
        aggregate fees billed in each of the last two fiscal years for assurance
        and
        related services by the principal accountants that are reasonably related
        to the
        performance of the audit or review of the Company’s financial statements and are
        not reported under Item 9 (e)(1) of Schedule 14A was NIL.
 
 (3)
        Tax
        Fees
  The
        aggregate fees billed in each of the last two fiscal years for professional
        services rendered by the principal accountants for tax compliance, tax advise,
        and tax planning was $1,500.
  (4)
        All
        Other Fees
  During
        the last two fiscal years there were no other fees charged by the principal
        accountants other than those disclosed in (1) and (2) above.
 
 (5)
        Audit
        Committee's Pre-approval Policies
  At
        the
        present time, there are not sufficient directors, officers and employees
        involved with Brampton Crest to make any pre-approval policies meaningful.
        Once
        Brampton Crest has elected more directors and appointed directors and
        non-directors to the Audit Committee it will have meetings and function in
        a
        meaningful manner.
 
 (6)
        Audit
        Hours Incurred
  The
        principal accountants spent approximately 50 percent of the total hours spent
        on
        the accounting. The hours were about equal to the hours spent by the Company's
        internal accountant.
 
 The
        Board
        of Directors has reviewed and discussed with the Company's management and
        independent registered public accounting firm the audited consolidated financial
        statements of the Company contained in the Company's Annual Report on Form
        10-KSB for the Company's 2007 fiscal year. The Board has also discussed with
        the
        auditors the matters required to be discussed pursuant to SAS No. 61
        (Codification of Statements on Auditing Standards, AU Section 380), which
        includes, among other items, matters related to the conduct of the audit
        of the
        Company's consolidated financial statements.
 
 The
        Board
        has received and reviewed the written disclosures and the letter from the
        independent registered public accounting firm required by Independence Standards
        Board Standard No. 1 (Independence Discussions with Audit Committees), and
        has
        discussed with its auditors its independence from the Company. The Board
        has
        considered whether the provision of services other than audit services is
        compatible with maintaining auditor independence.
 
 Based
        on
        the review and discussions referred to above, the Board approved the inclusion
        of the audited consolidated financial statements be included in the Company's
        Annual Report on Form 10-KSB for its 2007 fiscal year for filing with the
        SEC.
  17
  Pre-Approval
        Policies
 
 The
        Board's policy is now to pre-approve all audit services and all permitted
        non-audit services (including the fees and terms thereof) to be provided
        by the
        Company's independent registered public accounting firm; provided, however,
        pre-approval requirements for non-audit services are not required if all
        such
        services (1) do not aggregate to more than five percent of total revenues
        paid
        by the Company to its accountant in the fiscal year when services are provided;
        (2) were not recognized as non-audit services at the time of the engagement;
        and
        (3) are promptly brought to the attention of the Board and approved prior
        to the
        completion of the audit.
 
 The
        Board
        pre-approved all fees described above.
 
 18
 **Signatures**
 
 In
          accordance with the requirements of the Securities Act of 1933, the registrant
          certifies that it has reasonable grounds to believe that it meets all of
          the
          requirements of filing on Form 10-KSB and authorized this registration
          statement
          to be signed on its behalf by the undersigned, on the 31st day of March,
          2008.
 
 Brampton
          Crest International, Inc.
 
 /S/
          Bryan
          Norcross
 
 Bryan
          Norcross
 (Chief
          Executive Officer)
 
 Date:
          March 31, 2008
 
 
 /S/
          Brad
          Hacker
 
 Brad
          Hacker
 (Chief
          Financial Officer)
 Date:
          March 31, 2008
 
 Pursuant
          to the requirements of the Securities Exchange Act of 1934, this Report
          has been
          signed below by the following persons in the capacities and on the dates
          indicated.
  **Signature**
                
                **Title**
                
                **Date**/s/Bryan
                    Norcross
                
                Director
                
                March
                    31, 2008Name:Bryan
                      Norcross/s/Brad
                    Hacker
                
                Director
                
                March
                    31, 2008Name:
                      Brad Hacker/s/Robert
                    Wineberg
                
                Director
                
                March
                    31, 2008Name:
                      Robert Wineberg/s/Robert
                    Adams
                
                Director
                
                March
                    31, 2008Name:
                      Robert Adams/s/Joseph
                    I. Emas
                
                Director
                
                March
                    31, 2008Name:Joseph
                    I. Emas
 
 19




PART
      F/S.
      FINANCIAL STATEMENTS.





BRAMPTON
      CREST INTERNATIONAL, INC.




Report
                  of Independent Registered Public Accounting Firm
              
              
              F-1Financial
                  Statements:Balance
                  Sheets as of December 31, 2007 and 2006
              
              
              F-2Statements
                  of Operations for the years ended December 31, 2007 and
                  2006
              
              
              F-3Statements
                  of Stockholders' Equity for the years ended December 31, 2007 and
                  2006
              
              
              F-4Statements
                  of Cash Flows for the years ended December 31, 2007 and
                  2006
              
              
              F-5Notes
                  to Financial Statements
              
              
              F-6




20




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and Stockholders


Brampton
      Crest International, Inc.


Miami
      Beach, Florida





We
      have
      audited the accompanying balance sheets of Brampton Crest International, Inc.
      ("the Company") as of December 31, 2007 and 2006, and the related statements
      of
      operations, stockholders' equity and cash flows for each of the two-years in
      the
      period ended December 31, 2007. These financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audits included consideration of internal control
      over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purposes of expressing an
      opinion on the effectiveness of the company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall financial
      statement presentation. We believe that our audits provide a reasonable
      basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Brampton Crest International,
      Inc.("the Company")as of December 31, 2007 and 2006, and the related statements
      of operations, stockholders' equity and cash flows for each of the two-years
      in
      the period ended December 31, 2007 in conformity with accounting principles
      generally accepted in the United States of America.




BERENFELD,
      SPRITZER, SHECHTER & SHEER, LLP


CERTIFIED
      PUBLIC ACCOUNTANT AND CONSULTANTS




Fort
      Lauderdale, Florida


March
      28,
      2008




F-1




BRAMPTON
      CREST INTERNATIONAL, INC.


BALANCE
      SHEETS




December
                  31,
              
              December
                  31,2007
              
              2006ASSETSCURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              381,479
              
              $
              864,676Inventory
              
              
              -0-
              
              
              2,250Note
                  receivable-current
              
              
              204,337
              
              
              -0-Total
                  current assets
              
              $
              585,816
              
              $
              866,926PROPERTY,
                  PLANT AND EQUIPMENTOffice
                  furniture
              
              
              -0-
              
              
              834Computer
                  and software
              
              
              848
              
              
              -0-Accumulated
                  depreciation
              
              
              (28
              )
              
              (234
              )Total
                  property, plant and equipment
              
              
              820
              
              
              600OTHER
                  ASSETSPrepaid
                  acquisition costs
              
              
              11,622
              
              
              -0-$
              11,622
              
              
              -0-TOTAL
                  ASSETS
              
              $
              598,258
              
              $
              867,526LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              4,061
              
              $
              22,868STOCKHOLDERS'
                  EQUITYPreferred
                  stock, $.001 par value; 25,000,000 sharesauthorized,
                  -0- shares issued and outstanding at December 31, 2007 and
                  2006
              
              $
              -0-
              
              $
              -0-Common
                  stock, $.001 par value; 950,000,000 sharesauthorized,
                  51,518,764 shares issued and outstandingat
                  December 31, 2007 and 2006
              
              
              51,518
              
              
              51,518Additional
                  paid-in capital
              
              
              1,589,900
              
              
              1,589,900Accumulated
                  deficit
              
              
              (1,047,221
              )
              
              (796,760
              )Total
                  stockholders' equity
              
              
              594,197
              
              
              844,658TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              598,258
              
              $
              867,526




F-2




BRAMPTON
      CREST INTERNATIONAL, INC.


STATEMENTS
      OF OPERATIONS




Year
                  Ended
                December
                  31, 2007
              
              Year
                  Ended
                December
                  31, 2006SALES
              
              $
              1,063
              
              
              4,555COST
                  OF SALES
              
              
              459
              
              
              1,581GROSS
                  PROFIT
              
              
              604
              
              
              2,974SELLING,
                  GENERAL AND ADMINISTRATIVE EXPENSES
              
              
              294,493
              
              
              121,429LOSS
                  FROM OPERATIONS
              
              
              (293,889
              )
              
              (118,455
              )OTHER
                  INCOMEInterest
                  and dividend income
              
              
              43,428
              
              
              43,045LOSS
                  BEFORE INCOME TAXES
              
              
              (250,461
              )
              
              (75,410
              )INCOME
                  TAXES
              
              
              —
              
              
              —NET
                  LOSS
              
              $
              (250,461
              )
              $
              (75,410
              )LOSS
                  PER SHARE - BASIC AND DILUTED
              
              $
              (0.005
              )
              $
              (0.001
              )WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
              
              
              51,518,764
              
              
              51,518,764




F-3




BRAMPTON
      CREST INTERNATIONAL, INC.


STATEMENTS
      OF STOCKHOLDERS' EQUITY


Years
      ended December 31, 2007 and 2007




Common
                  Stock
              
              Additional
                Paid-in
              
              Accumulated
              
              Stockholder’sShares
              
              Amount
              
              Capital
              
              Deficit
              
              EquityBALANCE,
                  DECEMBER 31, 2005
              
              
              51,518,764
              
              $
              51,518
              
              $
              1,589,900
              
              $
              (721,350
              )
              $
              920,068Net
                  loss for the year endedDecember
                  31, 2006
              
              
              —
              
              
              —
              
              
              —
              
              
              (75,410
              )
              
              (75,410
              )BALANCE,
                  DECEMBER 31, 2006
              
              
              51,518,764
              
              
              51,518
              
              
              1,589,900
              
              
              (796,760
              )
              
              844,658Net
                  Loss for the year endedDecember
                  31, 2007
              
              
              —
              
              
              —
              
              
              —
              
              
              (250,461
              )
              
              (250,461
              )BALANCE,
                  DECEMBER 31, 2007
              
              
              51,518,764
              
              $
              51,518
              
              $
              1,589,900
              
              $
              (1,047,221
              )
              $
              594,197




F-4




BRAMPTON
      CREST INTERNATIONAL, INC.


STATEMENTS
      OF CASH FLOWS




Year
                  Ended
                December
                  31,
                2007
              
              Year
                  Ended
                December
                  31,
                2006CASH
                  FLOWS FROM OPERATINGACTIVITIES:Net
                  loss
              
              $
              (250,461
              )
              $
              (75,410
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
              
              
              28
              
              
              115Loss
                  on write-off of inventory
              
              
              2,250
              
              
              —Loss
                  on disposal of furniture
              
              
              600Changes
                  in operating assets and liabilities:(Increase)
                  decrease in:Inventory
              
              
              
              
              
              1,331Prepaid
                  and other current assets
              
              
              (11,622
              )Note
                  Receivable and Interest Receivable
              
              
              (204,337
              )
              
              —Increase
                  (decrease) in:Accounts
                  payable and accrued expenses
              
              
              (18,807
              )
              
              7,729NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (482,349
              )
              
              (66,235
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchases
                  of Fixed Assets
              
              
              (848
              )
              
              —NET
                  CASH USED IN INVESTING ACTIVITIES
              
              
              (848
              )
              
              —CASH
                  FLOWS FROM FINANCINGACTIVITIES:NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              —
              
              
              —NET
                  INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
              
              
              (483,197
              )
              
              (66.235
              )CASH
                  & CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              864,676
              
              
              930,911CASH
                  & CASH EQUIVALENTS, END OF PERIOD
              
              $
              381,479
              
              $
              864,676SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOWS INFORMATION:Interest
                  paid during the period
              
              
              —Income
                  taxes paid during the period
              
              
              —
              
              
              —


F-5




NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND
      CAPITALIZATION





Brampton
      Crest International, Inc., formerly known as Hamilton-Biophile Companies ("the
      Company"), a Nevada corporation, was formerly organized as Mehl/Biophile
      International Corporation. On March 22, 2000, the Company was reorganized as
      Hamilton-Biophile Companies. Effective November 18, 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 still kept
      at
      a minimum.





BASIS
      OF
      PRESENTATION





The
      consolidated financial statements are prepared in accordance with generally
      accepted accounting principles in the United States of America ("US GAAP").
      The
      consolidated financial statements of the Company include the Company and its
      wholly-owned subsidiarie, Laurentian Peak Capital. All material intercompany
      balances and transactions have been eliminated




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. Cash equivalents at December 31, 2007
      and
      2006 were approximately $381,000 and $865,000, respectively.





CONCENTRATION
      OF CREDIT RISK





Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consist principally of cash. The Company maintains cash balances at two
      financial institutions, one of which is not insured by the Federal Deposit
      Insurance Corporation (“FDIC”). The FDIC insured institution insures up to
      $100,000 on account balances. The amounts that are not insured by FDIC
      limitations are held in short-term securities. As of December 31, 2007 and
      2006
      were approximately $350,000 and $860,000, respectively. The company has not
      experienced any losses in such accounts.





ACCOUNTS
      RECEIVABLE





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





INVENTORY





Inventory
      was comprised of finished goods of consumer personal care products and is stated
      at the lower of cost or market. As of December 31, 2007 the company has written
      off the inventory due to spoilage.




F-6




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





In
      accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
      "Accounting for the Impairment or Disposal of Long-Lived Assets," The Company
      periodically reviews its long-lived assets for impairment whenever events or
      changes in circumstances indicate that the carrying amount of the assets may
      not
      be fully recoverable. The Company recognizes an impairment loss when the sum
      of
      expected undiscounted future cash flows is less than the carrying amount of
      the
      asset. The amount of impairment is measured as the difference between the
      asset’s estimated fair value and its book value. The Company did not consider it
      necessary to record any impairment charges during the year ended December 31,
      2007.





REVENUE
      RECOGNITION





The
      Company recognizes revenues when a sales agreement has been executed and
      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 currently charged to expense. Any gain or loss on disposition of assets
      is
      recognized currently in the statement of income.





NOTE
      RECEIVABLE





On
      September 11, 2007 Laurentian entered into a promissory note and loaned $200,000
      to America’s Emergency Network, LLC (AEN). The note is due the earliest of
      September 25, 2008 or when AEN enters into a private placement of at least
      $1,000,000. The loan carries an annual interest rate of 12% and is to be used
      for operating expenses excluding officer salaries and distributions. The loan
      is
      collateralized by the assets of AEN.





As
      noted
      below, the Company and AEN have agreed to a merger effective March 19, 2008.
      As
      part of the merger with AEN the loan becomes an intercompany transaction and
      will be repaid through the operations of the business.





FAIR
      VALUE OF FINANCIAL INSTRUMENTS





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





STOCK
      BASED COMPENSATION





Effective
      January 1, 2006, the Company adopted Statement of Financial Accounting Standards
      No. 123 (revised 2004), *Share
      Based Payment* (“SFAS
      No. 123R”). SFAS No. 123R establishes the financial accounting and
      reporting standards for stock-based compensation plans. As required by SFAS
      No. 123R, the Company recognized the cost resulting from all stock-based
      payment transactions including shares issued under its stock option plans in
      the
      financial statements.




For
      the
      year ended December 31, 2007, the Company did not grant any stock
      options.





NON-EMPLOYEE
      STOCK BASED COMPENSATION





The
      cost
      of stock-based compensation awards issued to non-employees for services are
      recorded at either the fair value of the services rendered or the instruments
      issued in exchange for such services, whichever is more readily determinable,
      using the measurement date guidelines enumerated in Emerging Issues Task Force
      Issue (“EITF”) 96-18, “Accounting for Equity Instruments That Are Issued to
      Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
      Services” (“EITF 96-18”).





F-7




COMMON
      STOCK PURCHASE WARRANTS





The
      Company accounts for common stock purchase warrants in accordance with the
      provisions of Emerging Issues Tack Force Issue (“EITF”) issue No. 00-19
“Accounting for Derivative Financial Instruments Indexed to, and Potentially
      Settled in, a Company’s Own Stock” (“EITF 00-19”). Based on the provisions of
      EITF 00-19, the Company classifies as equity any contracts that (i) require
      physical settlement or net-share settlement, or (ii) gives the company a choice
      of net-cash settlement or settlement in its own shares (physical settlement
      or
      net-share settlement). The Company classifies as assets or liabilities any
      contracts that (i) require net-cash settlement (including a requirement to
      net
      cash settle the contract if an event occurs and if that event is outside the
      control of the company), or (ii) give the counterparty a choice of net-cash
      settlement or settlement in shares (physical settlement or net-share
      settlement).





INCOME
      TAXES





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




In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      (FIN) No. 48, "Accounting for Uncertainty in Income Taxes-an interpretation
      of
      FASB Statement No. 109." This interpretation provides guidance for recognizing
      and measuring uncertain tax positions, as defined in SFAS No. 109, "Accounting
      for Income Taxes." FIN No. 48 prescribes a threshold condition that a tax
      position must meet for any of the benefit of an uncertain tax position to be
      recognized in the financial statements. Guidance is also provided regarding
      de-recognition, classification, and disclosure of uncertain tax positions.
      FIN
      No. 48 is effective for fiscal years beginning after December 15, 2006. The
      Company does not expect that this interpretation will have a material impact
      on
      its financial position, results of operations, or cash flows.





In
      May
      2007, the FASB issued FASB Staff Position No. FIN 48-1, *Definition of Settlement in FASB Interpretation No. 48* (“the
      FSP”). The FSP provides guidance about how an enterprise should determine
      whether a tax position is effectively settled for the purpose of recognizing
      previously unrecognized tax benefits. Under the FSP, a tax position could be
      effectively settled on completion of examination by a taxing authority if the
      entity does not intend to appeal or litigate the result and it is remote that
      the taxing authority would examine or re-examine the tax position. The Company
      does not expect that this interpretation will have a material impact on its
      financial position, results of operations, or cash flows.




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




Year
                  Ended
                December
                  31,
                2007
              
              Year
                  Ended
                December
                  31,
                2006Warrants
              
              
              50,100,000
              
              
              50,100,000Total
              
              
              50,100,000
              
              
              50,100,000




F-8





RECENT
      ACCOUNTING PRONOUCEMENTS





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, “Fair Value Measurements” (“FAS 157”). This Statement defines fair value as
      used in numerous accounting pronouncements, establishes a framework for
      measuring fair value in generally accepted accounting principles and expands
      disclosure related to the use of fair value measures in financial statements.
      The Statement is to be effective for the Company’s financial statements issued
      in 2008; however, earlier application is encouraged. The Company is currently
      evaluating the timing of adoption and the impact that adoption might have on
      its
      financial position or results of operations.




In
      February 2007, the FASB issued SFAS No. 159, *“The
      Fair Value Option for Financial Assets and Financial Liabilities, Including
      an
      Amendment of FASB Statement No. 115”* ,
      under
      which entities will now be permitted to measure many financial instruments
      and
      certain other assets and liabilities at fair value on an
      instrument-by-instrument basis. This Statement is effective as of the beginning
      of an entity’s first fiscal year that begins after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year that begins on or
      before November 15, 2007, provided the entity also elects to apply the
      provisions of SFAS 157. The Company is currently assessing the impact, if
      any, the adoption of SFAS 159 will have on its financial statements.





In
      May
      2007, the FASB issued FASB Staff Position No. FIN 48-1, *Definition of Settlement in FASB Interpretation No. 48* (“the
      FSP”). The FSP provides guidance about how an enterprise should determine
      whether a tax position is effectively settled for the purpose of recognizing
      previously unrecognized tax benefits. Under the FSP, a tax position could be
      effectively settled on completion of examination by a taxing authority if the
      entity does not intend to appeal or litigate the result and it is remote that
      the taxing authority would examine or re-examine the tax position. The Company
      does not expect that this interpretation will have a material impact on its
      financial position, results of operations, or cash flows.





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.





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
      3
      -INCOME TAXES





As
      of
      December 31, 2007 and 2006 the Company had Federal and state net operating
      losses of approximately $559,00 and $319,000, that are subject to limitations.
      The losses are available to offset future income.





The
      Tax
      Reform Act of 1986 imposed substantial restrictions on the utilization of net
      operating losses and tax credits in the event of an "ownership change", as
      defined by the Internal Revenue Code. Federal and state net operating losses
      are
      subject to limitations as a result of these restrictions. the Company
      experienced a substantial change in ownership exceeding 50%. As a result, the
      Company's ability to utilize its net operating losses against future income
      has
      been significantly reduced.





F-9




The
      temporary differences that give rise to deferred tax assets and liabilities
      at
      year end are as follows:




December
                  31,
              
              December
                  31,2007
              
              2006Deferred
                  tax asset due net operating losses
              
              $
              224,000
              
              $
              127,600Less:
                  Valuation allowance
              
              
              (224,000
              )
              
              (127,600
              )Net
                  deferred tax asset
              
              $
              0
              
              $
              0





In
      assessing the amount of deferred tax asset to be recognized, management
      considers whether it is more likely than not that some of the losses will be
      used in the future. Management expects that they will not have benefit in the
      future. Accordingly, a full valuation allowance has been
      established.




As
      of
      December 31, 2007 the Company had U.S. and state net operating loss
      carryforwards which may be applied to future taxable income of approximately
      $1
      million. The net operating loss carryfowards will expire in various years
      through 2023:





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’s accounting
      firm. Due to the limited amount of time the office space is utilized by the
      Company its value is deemed to be immaterial.





NOTE
      5
      -OTHER MATTERS





STOCK
      PURCHASE AGREEMENT





On
      December 19, 2003, the Company entered into a stock purchase agreement with
      Brampton Crest International, LLC ("Brampton" or the "Purchaser"). The agreement
      was finalized when all conditions required by the bankruptcy court on November
      24, 2004 were met. Brampton is an inactive company with no operations. Under
      the
      terms of the agreement, Brampton, along with other investors, purchased
      40,000,000 shares of the Company's common stock, and warrants to purchase
      40,000,000 shares of the Company's common stock at an exercise price of $.001
      per share for a total consideration of
      $50,000. Based on an agreement, a loan of $300,000 made available to the
      Company. The $300,000 loan was made by outside investors and enabled the Company
      to pay off outstanding bills and pay current operating expenses. The loan was
      paid back by the proceeds received by the Private Placement. Investors received
      25,800,000 of the 40,000,000 units sold and outside investors received the
      remaining 14,200,000.




The
      warrants may be exercised, in whole or in part, at any time between November
      24,
      2004 and November 24, 2007 (expiration). The warrants were valued, utilizing
      the
      Black-Scholes option pricing model. Accordingly, the proceeds were allocated
      to
      the common stock (approximately $40,000) and the warrants (approximately
      $10,000) on a prorata basis. The allocated value of the warrants has been
      recorded as additional paid-in-capital. The Company agreed to extend the
      expiration date to exercise the warrants to December 2008.




F-10




NOTE
      6
      -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 a $.001
      per
      share. The warrants expire in December 2007. The warrants were valued, utilizing
      the Black-Scholes option pricing model. Accordingly, the total proceeds of
      $1,250,100 were allocated to the common stock (allocated $626,948) and the
      warrants (allocated $623,152) on a prorata basis. The allocated value of the
      warrants has been recorded as additional paid-in-capital. The Company agreed
      to
      extend the expiration date to exercise the warrants to December 2008.




On
      January 11, 2005, the Company sold 1,666,000 units at $.15 per unit for a total
      sale price of $249,900. Each unit consisted of 1 share of common stock and
      1
      warrant to purchase one additional share of common stock at $.001 per share.
      The
      warrants expire January 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.
      The Company agreed to extend the expiration date to exercise the warrants to
      December 2008.





STOCK
      WARRANTS





As
      previously discussed, the Company issued 1,666,000 stock warrants during the
      year ended December 31, 2005 in connection with a stock purchase agreement,
      a
      private placement offering, and a consulting agreement. The following represents
      the stock warrant activity during the years ended December 31, 2007 and
      2006:




Warrants
              
              Weighted
                  Average PriceBeginning
                  Balance, 1/1/06
              
              
              50,145,000
              
              $
              .001Activity
                  from
                1/1/06
                  to 12/31/06
                Warrants
                  expired (March 2006)
              
              
              (45,000
              )
              $
              .200Balance,
                  12/31/06
              
              
              50,100,000
              
              $
              .001Activity
                  from
                1/1/07
                  to 12/31/07
              
              
              —
              
              $
              —Balance,
                  12/31/07
              
              
              50,100,000
              
              $
              .001




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




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




F-11




CONSULTING
      AGREEMENT




On
      November 1, 2004 the Company entered into a consulting agreement with a related
      party (the Consultant) for one year effective January 1, 2005. In exchange
      for
      services rendered, the Consultant received $37,500 for one year and 100,000
      shares of common stock and 100,000 warrants to purchase an equal number of
      common shares at $0.001 per share. The stock was valued at $0.15 cents per
      share, which is the amount per share sold via the private placement and is
      reflected as prepaid consulting on December 31, 2004, the services were
      rendered in 2005. The warrants have an exercise price of $0.001 and will expire
      three years from the date of issuance. This agreement was terminated in
      November, 2005.





The
      warrants were valued, utilizing the Black-Scholes option pricing model.
      Accordingly, the proceeds were allocated to the common stock (allocated $7,523)
      and the warrants (allocated $7,477) on a prorate basis. The allocated value
      of
      the warrants has been recorded as additional paid-in-capital. The Company agreed
      to extend the expiration date to exercise the warrants to December 2008.





Note
      7 -
      SUBSEQUENT EVENT





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.




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.





F-12