SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                   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, 2005 [ ] TRANSITION REPORT
                        UNDER SECTION 13 OR 15(d) OF THE
                                   SECURITIES
                              EXCHANGE ACT OF 1934



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                       BRAMPTON CREST INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

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

1224 Washington Avenue, Miami Beach, FL                                             33139
(Address of principal executive offices)                                          (Zip Code)
</TABLE>



       Registrant's telephone number, including area code: (305) 531-1174

                                       N/A

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


Check  whether the Issuer (1) 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.

          (1)   Yes [X]  No [  ]                (2)   Yes [X]  No [   ]

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. [ ]

State issuer's revenues for its most recent fiscal year:     $ 2,815

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Company.  The  aggregate  market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specific date within the past 60 days.

As of December 31, 2005, the aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

   (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 February 15, 2006
------------------------------          -------------------------------------
Common Stock, $0.001 per share                       51,518,710
                                                     ==========


                       DOCUMENTS INCORPORATED BY REFERENCE

Exhibits  incorporated  by reference are referred to under Part 1V

Transitional Small Business Disclosure Format (check one) Yes|_| No |X|

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PART I

ITEM 1.   Description of Business                                          2

ITEM 2.   Description of Property                                          4

ITEM 3.   Legal Proceedings                                                4

ITEM 4.   Submission of Matters to Vote of Securities Holders              5

PART II
--------

ITEM 5.    Market for Common Equity and Related Stockholder Matters        5

ITEM 6.    Management's Discussion and Analysis or Plan of Operations      6

ITEM 7.    Financial Statements                                            8

ITEM 8     Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                        8

ITEM 8A.  Controls and Procedures                                          9

ITEM 8B.  Other Information                                                9

PART III
----------

ITEM 9     Directors, Executive Officers, Promoters, and Control
               Persons; Compliance with Section 16(a) of the Exchange Act  9

ITEM 10.  Executive Compensation                                          10

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management  12

ITEM 12.  Certain Relationships and Related Transactions                  13

ITEM 13..  Exhibits and Reports on Form 8-K                               35

ITEM 14..  Principal Accountant Fees and Services                         36

           SIGNATURES                                                     36

                                        1



<PAGE>


                                     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.

On January 3, 2000,  the Company filed a petition  under chapter 11 of title 11,
United States Code (the "Bankruptcy  Code") for Chapter 11  reorganization in US
Bankruptcy  Court,  Eastern  District  of  California,  Case No.  00-20004-A-11.
Mehl/Biophile International Corporation and then subsequently, Hamilton-Biophile
Companies  remained in possession of their assets and properties,  and continued
to operate its  businesses  and manage its  properties  as  debtor-in-possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On March 27, 2001,
the Bankruptcy  Court issued an order  confirming  Hamilton-Biophile  Companies'
first amended plan of  reorganization  and a Final Decree was entered on July 3,
2003.  On December 19, 2003,  Hamilton-Biophile  Companies  entered into a Stock
Purchase Agreement with Brampton Crest International,  LLC. (the "Stock Purchase
Agreement").  On March 22, 2004 the Company filed a Conditional  Application  to
Reopen the Case for the  Authority  to  Complete  the Stock  Purchase  Agreement
between the Company and Brampton  Crest  International,  LLC, dated December 19,
2003. On April 9, 2004, the Bankruptcy Court approved the Company's  application
to complete the Stock Purchase  Agreement between the Company and Brampton Crest
International, LLC. dated December 19, 2003. On November 8, 2004, the Bankruptcy
Court issued an Order closing the bankruptcy proceedings.

Business

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

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

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

The third independent  contractor no longer works for the Company. The agreement
between the Company and the independent  contractor  dated November 15, 2004 was
terminated per section 5 on November 9, 2005.

The  Company's  products  were  originally  supplied by RX USA  Marketing  per a
Sub-Distributor  Supplier  Agreement.  On November 9, 2005 the Company rescinded
the  Agreement  with RX USA  Marketing  dated March 1, 2005 per section 2 of the
agreement  and the  products are now supplied  directly  from the  manufacturer,
Dermazone  Solutions,  LLC per a distribution  agreement  signed on September 8,
2005. The Dermazone  Solutions,  LLC agreement is a  non-exclusive  distribution
agreement  giving  Brampton access to their full line of products in a territory
comprising of all North America.

                                             2
<PAGE>


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

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

The  Company has also been  attempting  to market a new  medical  grade  sunless
tanner  called  Lyphazome  Inside  Tan.  This is a new and unique  product  just
recently developed by our  manufacturer/distributor and the Company had hoped it
could  differentiate  itself from the competition by concentrating its marketing
and sales  efforts on this new product.  However sales have been dismal to date,
re-orders on sales have been slow and in most cases  re-orders have been none at
all.  No  assurances  can be given that any of the  products  including  the new
product, Lyphazome Inside Tan, will ever produce a material revenue stream.

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

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

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

The Company's  business plan contemplated  growth in three phases and by the end
of the third quarter 2005 the Company had successfully  accomplished  nearly all
of its objectives in Phase 1 ahead of schedule.

Phase I objectives:

      |X|   Hiring of two full time sales people.
      |X|   Enter    into    a    formal     distribution     agreement     with
            manufacturer/supplier  Dermazone  Solutions,  LLC and rescinding the
            sub-distributor agreement with RX USA Marketing.
      |X|   Begin  sale  of  products  with  new  sales  people  and  under  new
            distribution agreement covering the initial territory of Florida.
      |X|   Set up eBay account and begin selling.
      |X|   Market and sell Company's products under the name DermaRX.
      |X|   Set up company 800 order line.
      |X|   Continue to look for new products.
      |X|   Attend trade shows.

Although these objectives were accomplished ahead of schedule,  sales were bleak
and  substantially  less  than  anticipated.  We feel  the weak  sales  were due
primarily to five reasons:

      o     The unusually busy hurricane season.

      o     Down time as a result of the  organization and ramping up of our new
            independent contractor Company Tina's Lotions and Creams, LLC.

                                             3


<PAGE>

      o     The down time as a result of  renegotiating  the second  independent
            contractor's agreement.
      o     Less than anticipated acceptance of the Company's line of products.
      o     Less than  anticipated  acceptance of the Company's lead in product,
            Lyphazome  Inside  Tan as well as  re-orders  being  slow  for  this
            product, to none at all after customers had made a first purchase.

Weak sales  have  forced  the  Company  to revise  Phase II and Phase III of its
business plan to include the following:

Phase II (6-12 months)

      o     Do not hire any additional sales people or expand on territories but
            continue  to  canvass   southern   Florida  with  the  existing  two
            independent contractors.
      o     Market/sell products at South Florida Boat Shows.
      o     Set up sales calls at large national pharmacy chains.
      o     Set up sales calls with wholesalers, importers and exporters.
      o     Use telemarketing more effectively.
      o     Sell at flea markets.
      o     Always work to  increase  the product  line with  complementary  and
            unique new products.
      o     Look for private  label  opportunities  to market  under the DermaRX
            name.
      o     Expand on marketing and advertising.
      o     Look for a suitable business combination and use our best efforts to
            find a possible acquisition or merger.

Phase III (12-18 months)

      o     Continue to market/sell products at South Florida Boat Shows.
      o     Continue setting up sales calls at large national pharmacy chains. o
            Continue  setting up sales  calls with  wholesalers,  importers  and
            exporters.
      o     Always work to  increase  the product  line with  complementary  and
            unique new products.
      o     Continue to look for unique private label products.
      o     Continue  to look for new,  unique  and better  products  as well as
            distribution relationships. o Expand on marketing and advertising.
      o     Look for a suitable business combination and use our best efforts to
            find a possible acquisition or merger.

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

The  Independent  Contractor  Agreement  between the  Company  and Mr.  Wineberg
expired in December 31, 2005. A new Agreement was then signed on January 1, 2006
and per the terms of the  agreement  Mr.  Wineberg  will  consult the Company in
analyzing various business opportunities.

On November 29, 2005, the Board of Directors  accepted the resignation of Robert
Wineberg as Chief  Financial  Officer as  submitted to the Board on November 23,
2005.  There  were no  disagreements  with  Robert  Wineberg  on any  matter  of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure.

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.  The term of this agreement is for
twelve months and expires on December 7, 2006.  Fees for services  rendered will
be billed at a flat rate of $1,000  per month and both  parties  agree to review
the  hours  accrued  each  month and  adjust  the  contract  as  requested.  Any
additional  work that is required will be billed at a standard  hourly rate plus
any out of pocket expenses and travel costs incurred. The Company will be billed
at the end of the month for services  rendered during the engagement.  The terms
of the agreement are the following:

      1.  Preparation  of  monthly  financials,   for  internal  purposes  only,
      including   input   of   all   financial    transactions   (receipts   and
      disbursements)and appropriate monthly journal entries.

      2. Preparation and supporting  schedules of quarterly financial statements
      including balance sheet,  income  statement,  equity and cash flow and all
      statements necessary for form 10QSB plus appropriate footnotes.

                                            4

<PAGE>

      3. Preparation of Form 10QSB including  appropriate exhibits and schedules
      and  management  discussion  and  analysis  write-up  for the  filing.  4.
      Preparation  and  supporting  schedules  of  yearly  financial  statements
      including balance sheet,  income  statement,  equity and cash flow and all
      statements necessary for form 10KSB plus appropriate footnotes.

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

Competition

The cosmetics and  non-prescription  dermatology  products industry is intensely
competitive in all its phases.  We will compete with many  companies  possessing
greater financial  resources and technical  facilities than us for the cosmetics
and  non-prescription   dermatology  products  industry,  as  well  as  for  the
recruitment and retention of qualified employees.

We must  overcome  significant  barriers to enter into the business of cosmetics
and  non-prescription  dermatology products as a result of our limited operating
history.  There can be no assurance that we will be able to compete  effectively
with current or future competitors or that the competitive pressures faced by us
will not have a material adverse effect on our business, financial condition and
operating results.

We intend to offer our products  primarily  to  prospective  customers  who have
established relationship with our independent  contractors.  Management believes
that  these  prospective  customers  will  establish  a general  market  for our
products.  Over time,  through the exposure of our products  resulting  from our
initial sales,  we will achieve a greater  market  acceptance and greater market
awareness.  By doing so, we  believe  that we  capitalize  on the  exposure  and
acceptance  and can expand our  product  sales  nationally  and  internationally
through  greater  product  recognition.  This expanded  product  recognition and
acceptance will permit us to be more competitive in this market.

ITEM 2. DESCRIPTION OF PROPERTY.

Brampton  Crest  International,  Inc.  currently  maintains  its  office at 1224
Washington  Avenue,  Miami Beach,  Florida 33139.  The telephone number is (305)
531-1174.  Other than this office,  Brampton Crest International,  Inc. does not
currently maintain any other office  facilities.  The office is leased by Joseph
I. Emas and, as a courtesy,  Mr. Emas allows Brampton Crest International,  Inc.
to use the office facilities  without rent. For 2004 and 2005, the Company's use
of Mr. Emas space was minimal and deemed immaterial.  The Company leases storage
space at Uncle Bob's Self-Storage, 7901 Sheridan St., Hollywood, 33024 at a cost
of approximately $190 per month on a month to month basis.

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.

On June 8, 2004 the Securities and Exchange  Commission issued an order pursuant
to Section 12(k) of the Securities  Exchange Act of 1934,  suspending trading in
the  securities  of the  Company  for the period  9:30 a.m.  EDT on June 8, 2004
through  11:59 p.m.  EDT on June 21, 2004  because of an alleged lack of current
and  accurate  information   concerning  the  securities  of  the  Company.  The
Securities and Exchange  Commission  alleged that the Company had failed to file
with  the  Securities  and  Exchange   Commission  periodic  reports  under  the
Securities  Exchange Act of 1934 at least since the period ending  September 30,
2001.

On June 8, 2004 the  Securities  and  Exchange  Commission  also  instituted  an
administrative  proceeding  against the Company pursuant to Section 12(j) of the
Securities Exchange Act of 1934 to determine whether the Company's  registration
pursuant  to  Section  12 of  the  Exchange  Act  should  be  revoked  or in the
alternative, suspended for a period not exceeding twelve months.

The Company submitted an offer of settlement, which the Securities and Exchange

                                            5
<PAGE>

Commission  determined to accept.  Solely for the purpose of the  Securities and
Exchange Commission  proceeding and any other proceeding brought by or on behalf
of the Securities and Exchange  Commission and without  admitting or denying the
findings,  the Company  consented to the entry of an order by the Securities and
Exchange  Commission  making  findings and revoking  registration  of securities
pursuant to Section 12(j) of the Exchange Act.  Pursuant to the Company's  offer
of settlement,  on August 16, 2004 the Securities and Exchange Commission issued
an Order Making  Findings and Revoking  Registration  of Securities  Pursuant to
Section 12(j) of the Exchange Act (Release No. 34-50200) against the Company. In
this Order the Securities and Exchange Commission made findings that:

      1.    Hamilton-Biophile  (CIK  No.  726608),  a  Nevada  corporation  with
            principal  executive offices in Miami Beach,  Florida,  is a holding
            company  with  manufacturing  subsidiaries.   The  common  stock  of
            Hamilton-Biophile  had been  registered  under  Exchange Act Section
            12(g) since April 27,  1984.  The Stock is quoted on the Pink Sheets
            (symbol "HBPH").

      2.    On June 4, 1999,  the United States  District Court for the District
            of  Columbia  issued an Order of  Permanent  Injunction  by  default
            against  Hamilton-Biophile  (then called "Mehl Biophile")  enjoining
            the issuer and its  officers  and agents from  causing the issuer to
            fail  to  file  timely  periodic  reports  with  the  Commission  in
            violation of Exchange Act ss.  13(a),  which  Hamilton-Biophile  has
            violated by not filing any periodic  reports since the period ending
            September  30, 2001  through the date of entity of the Order  Making
            Findings and Revoking Registration of Securities Pursuant to Section
            12(j) of the Securities Exchange Act of 1934.

      3.    Hamilton-Biophile  has failed to comply  with  Exchange  Act Section
            13(a) and Rules 13a-1 and 13a-13 thereunder,  while its common stock
            was  registered  with the  Commission  in that it had not  filed any
            periodic  reports since the period ending September 30, 2001 through
            the  date  of  entry  of the  order  Making  Findings  and  Revoking
            Registration  of  Securities   Pursuant  to  Section  12(j)  of  the
            Securities Exchange Act of 1934.

      The Order  also  revoked  the  registration  of the  Company's  securities
registered pursuant to Section 12 of the Exchange Act.

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

     No matters were submitted to a vote of  shareholders  of the Company during
the fiscal year ended October 31, 2005.

PART II

ITEM 5. MARKET PRICE AND  DIVIDENDS ON THE  REGISTRANTS  COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS.

TRADING MARKET

On June 8, 2004 the Securities and Exchange  Commission issued an order pursuant
to Section 12(k) of the Securities  Exchange Act of 1934,  suspending trading in
the  securities  of the  Company  for the period  9:30 a.m.  EDT on June 8, 2004
through  11:59 p.m.  EDT on June 21, 2004  because of an alleged lack of current
and  accurate  information   concerning  the  securities  of  the  Company.  The
Securities and Exchange  Commission  alleged that the Company had failed to file
with  the  Securities  and  Exchange   Commission  periodic  reports  under  the
Securities  Exchange Act of 1934 since at least the period ending  September 30,
2001.

On June 8, 2004 the  Securities  and  Exchange  Commission  also  instituted  an
administrative  proceeding  against the Company pursuant to Section 12(j) of the
Securities Exchange Act of 1934 to determine whether the Company's  registration
pursuant  to  Section  12 of  the  Exchange  Act  should  be  revoked  or in the
alternative, suspended for a period not exceeding twelve months.

The Company submitted an offer of settlement,  which the Securities and Exchange
Commission  determined to accept.  Solely for the purpose of the  Securities and
Exchange Commission  proceeding and any other proceeding brought by or on behalf
of the Securities and Exchange  Commission and without  admitting or denying the
findings,  the Company  consented to the entry of an order by the Securities and
Exchange  Commission  making  findings and revoking  registration  of securities
pursuant to Section 12(j) of the Exchange Act.  Pursuant to the Company's  offer
of settlement,  on August 16, 2004 the Securities and Exchange Commission issued
an Order Making  Findings and Revoking  Registration  of Securities  Pursuant to
Section 12(j) of the Exchange Act (Release No. 34-50200) against the Company. In
this Order the Securities and Exchange Commission made findings that:

                                            6
<PAGE>


      1.    Hamilton-Biophile  (CIK  No.  726608),  a  Nevada  corporation  with
            principal  executive offices in Miami Beach,  Florida,  is a holding
            company  with  manufacturing  subsidiaries.   The  common  stock  of
            Hamilton-Biophile  had been  registered  under  Exchange Act Section
            12(g) since April 27,  1984.  The Stock is quoted on the Pink Sheets
            (symbol "HBPH").

      2.    On June 4, 1999,  the United States  District Court for the District
            of  Columbia  issued an Order of  Permanent  Injunction  by  default
            against  Hamilton-Biophile  (then called "Mehl Biophile")  enjoining
            the issuer and its  officers  and agents from  causing the issuer to
            fail  to  file  timely  periodic  reports  with  the  Commission  in
            violation of Exchange Act ss.  13(a),  which  Hamilton-Biophile  has
            violated by not filing any periodic  reports since the period ending
            September  30, 2001  through the date of entity of the Order  Making
            Findings and Revoking Registration of Securities Pursuant to Section
            12(j) of the Securities Exchange Act of 1934.

      3.    Hamilton-Biophile  has failed to comply  with  Exchange  Act Section
            13(a) and Rules 13a-1 and 13a-13 thereunder,  while its common stock
            was  registered  with the  Commission  in that it had not  filed any
            periodic  reports since the period ending September 30, 2001 through
            the  date  of  entry  of the  order  Making  Findings  and  Revoking
            Registration  of  Securities   Pursuant  to  Section  12(j)  of  the
            Securities Exchange Act of 1934.

      The Order  also  revoked  the  registration  of the  Company's  securities
registered pursuant to Section 12 of the Exchange Act.

The company has contacted an authorized over-the-counter bulletin board (OTCBB),
market maker for sponsorship of our securities on the over-the-counter  bulletin
board (OTCBB).

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

Furthermore,  there can be no  assurance  that an active  public  market for our
common  stock will  develop or be  sustained or that the stock will be traded on
the over-the- counter bulletin board (OTCBB).

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 quarterly
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-SB.

TWELVE MONTHS ENDED DECEMBER 31, 2005
COMPARED TO TWELVE MONTHS ENDED DECEMBER 31, 2004

Sales increased from $287 for the twelve month period ended December 31, 2004 to
$2,645 for the twelve  month period  ended  December  31,  2005,  primarily as a
result of the sale of Company's products following emerging from bankruptcy.

Costs of sales  increased from $0 for the twelve month period ended December 31,
2004 to $1,221 for the twelve month period  ended  December 31, 2005,  primarily
due to the increased sales of the Company's products.

                                             7
<PAGE>


Selling,  General and  Administrative  Expenses  decreased from $386,744 for the
twelve  month  period  ended  December 31, 2004 to $256,105 for the twelve month
period ended December 31, 2005 due to professional fees and promotional expenses
incurred in 2004 to assist the Company  while it was  attempting  to emerge from
bankruptcy.

Other income  (expenses)  for the twelve  month  period ended  December 31, 2005
increased  by $319,377  due to  non-recurring  items such as write off of a loan
receivable  ($10,657)  in 2004,  other  income-bulk  sale of various  assets and
liabilities  of  $132,044  in 2004 and loss on  impairment  of  goodwill.  These
occurred while the Company was attempting to emerge from bankruptcy.

Net loss  decreased  from a net loss of  ($689,997)  for the twelve month period
ended December 31, 2004 to ($238,844) for the twelve month period ended December
31, 2005, due to the above analysis of Income and Expenses.

Current Assets
--------------
Cash  increased  from  $903,310 at December 31, 2004 to $930,911 at December 31,
2005, primarily as a result of a sale of the Company's securities.

Total  assets  increased  from  $928,310  at  December  31,  2004 to $935,207 at
December 31, 2005, primarily as a result of a sale of the Company's securities.

Liabilities
-----------
The Contingency reserved for settlement of litigation,  a total of $100,000, was
no longer reserved as of December 31, 2005 as the underlying matter was settled.

Current  liabilities  decreased  from $19,298 at December 31, 2004 to $15,139 at
December  31,  2005,  due to the  payment  of  Accounts  Payable  related to the
Company's current operations.

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  (see  below).  Our  management
estimates that once the business plan is implemented,  we will require a minimum
cash  flow of  approximately  $18,000  per  month  to  maintain  operations.  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.

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

Private Placement
-----------------
The Company entered into an agreement on November 1, 2004, pursuant to a Private
Placement,   to  sell  8,334,000  units,  each  unit  consisting  of  one  share
(post-reverse  split) of common stock for  consideration  of $.15 per unit and a
warrant to purchase an additional share of common stock at $.001 per share for a
total price of $1,250,100.

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  November 1, 2004  Private  Placement  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.

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

                                            8
<PAGE>


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.  The lotions,  creams and other  consumer  cosmetics  and
non-prescription dermatology products intended to be sold by the Company under a
Distributorship  Agreement (as  described  below) have intense  competition  and
there are no assurances the Company will be able to  successfully  penetrate the
market.

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

The Company's former accountant,  Joseph Decosimo and Company,  was appointed as
the  Company's  auditor in June 1997.  Joseph  Decosimo and Company  audited the
Company  balance  sheets  as of May 31,  1997  and  the  related  statements  of
operations,  stockholders' deficit and cash flows for the years then ended. Such
financial  statements  accompanied  the Company's Form 10-KSB for the year ended
May 31, 1997,  and along with the report of independent  accountants  were filed
with the  Securities  and  Exchange  Commission  on September  11, 1997.  In its
report,  Joseph  Decosimo  and Company  stated  that the  Company had  sustained
recurring  losses from operations  which at that time raised  substantial  doubt
about its ability to continue as a going concern.

Joseph  Decosimo  and Company was  appointed as the  Company's  auditor in June,
1997. After completion of the audit for the year ending May 31, 1997 the Company
and  Joseph  Decosimo  and  Company  mutually  determined  not to enter  into an
engagement for the next fiscal year due to the Company's  financial  difficulty.
Accordingly, the former accountant, Joseph Decosimo and Company, on or about the
first  quarter of 1998,  declined to stand for  re-election.  Since the original
engagement of Joseph Decosimo and Company, there have been no disagreements with
Joseph Decosimo and Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure or any reportable
events. The Company's  financial  statements have not been audited since May 31,
1997 due to its financial condition.  The Company's management has changed since
its last audit and it was determined that, while there was no concern  regarding
the  quality of the audits  performed  by Joseph  Decosimo  and  Company,  a new
independent  certified  public  accountant would be in the best interests of the
shareholders of the Company.  In June, 2004, the Board of Directors approved the
decision to change accountants.

Joseph  Decosimo  and Company  did not report on the  financial  statements  for
either  of the past two years  and  therefore  there  were no  reported  adverse
opinion or disclaimer  of opinion,  or  modification  as to  uncertainty,  audit
scope, or accounting  principles.  However,  as the Company filed for Chapter 11
reorganization  in US Bankruptcy  Court on January 3, 2000, there was an ongoing
uncertainty  regarding the ability of the Company to continue as a going concern
since the May 31, 1997 report of Joseph Decosimo and Company.

During  the  Company's  two most  recent  fiscal  years and  subsequent  interim
periods, there were no disagreements with the former accountant, Joseph Decosimo
and Company,  on any matter of accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure.

On June 11, 2004, the Company engaged Berenfeld,  Spritzer,  Shechter & Sheer to
act  as  the  Company's  independent  certified  public  accountant.  Berenfeld,
Spritzer,  Shechter & Sheer Certified  Public  Accountants were appointed by the
Company on June 11, 2004 to audit the  Company's  financial  statements  for the
fiscal years ended December 31, 2001, 2002 and 2003.  During our two most recent
fiscal years and the subsequent  interim period  preceding their  appointment as
independent accountants,  neither the Company nor anyone on its behalf consulted
Berenfeld,  Spritzer,  Shechter  & Sheer  regarding  either the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or  the  type  of  audit  opinion  that  might  be  rendered  on  the  Company's
consolidated financial statements, nor has Berenfeld, Spritzer, Shechter & Sheer
provided  to the  Company  a  written  report  or  oral  advice  regarding  such
principles  or audit  opinion,  nor has  there  been any  disagreements  between
Berenfeld,  Spritzer,  Shechter & Sheer and the Company, whether resolved or not
resolved,  on any  matter  of  accounting  principles  or  practices,  financial
statement  disclosure,  or auditing scope or procedure,  which, if not resolved,
would  have  caused  them  to  make  reference  to  the  subject  matter  of the
disagreement in connection with their reports.  Berenfeld,  Spritzer, Shechter &
Sheer has been engaged to audit the Company's year ended December 31, 2004.

                                            9


<PAGE>


The  Company  has  provided  Joseph  Decosimo  and  Company  with a copy  of the
disclosure  provided under this caption of our Report on Form,  8-K, and advised
it to provide the Company with a letter addressed to the Securities and Exchange
Commission  as to  whether  it agrees or  disagrees  with the  disclosures  made
herein.  To date, the Company has not received the letter from Joseph  Decosimo.
Upon receipt,  Joseph Decosimo and Company's response will be filed with the SEC
on Form 8-K/A as Exhibit 16.1 pursuant to Item 304(a)(3) of Regulation S-B.


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) of the date
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 quarterly 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 8B.   OTHER INFORMATION

      NONE

                                    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:

                                                Positions
Name                        Age                 Held and Tenure
----                        ---                 ---------------

Rod Martin                  44                  Director, President

Joseph I. Emas              51                  Director

Brad Hacker                 46                  Chief Financial Officer


J. ROD MARTIN:  President and Director of the Company since December, 2003. From
2001 through 2002, Mr. Martin acted as an independent  consultant  and, in 2003,
was a founding  member of Brampton  Crest  International,  LLC.  From  1999-2001
Chairman  of  the  Board  of  Directors  of  GSociety,   Inc.,  a  niche  market
media/entertainment  company.  From 1995 to 1999,  Mr.  Martin was the principal
shareholder and Chief Executive  Officer of South Beach Cards, Inc. a world wide
wholesaler of fine photography greeting cards, posters and calendars.  From 1990
to 1994,  Mr. Martin worked as an independent  investment  banker and acted as a
consultant to public and private  companies.  From 1987 to 1990,  Mr. Martin was
the Regional Sales Manager for Gant and  Associates,  a national U.S.  brokerage
firm.  From 1985 to 1987,  Mr.  Martin was Director of  Marketing  and Sales for
Martin Machinery  Company,  a family-based  industrial machine tool distributor.
Mr. Martin has a B.S. in Marketing and Finance from the University of Arkansas.


Mr. Martin as a director and officer of Brampton Crest International,  Inc. will
devote all his time to the Company's affairs.

                                            10


<PAGE>


JOSEPH I. EMAS:  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.

The directors  named above will serve until the first 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, of which none currently exists
or is contemplated.

BRAD HACKER:  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
mentioned the firm of Kramer  Weisman and  Associates,  LLC has been retained by
the company to provide accounting and financial services to the company.

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  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 as
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.

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.
                                            11


<PAGE>


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:


<TABLE>
<CAPTION>
                          Annual Compensation                         Long Term Compensation
                          -------------------                         ----------------------

                                                   Other Annual       Restricted Stock Options/   LTIP          All Other
Name           Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
----           -----      ----     ------   -----  ------------       -------          --------   -----------   ------------
<S>            <C>        <C>      <C>      <C>    <C>                <C>              <C>        <C>           <C>
J. Rod Martin  President  2004     0        0      0                  0                0          0             0
                          2005     0        0      0                  0                0          0             0
</TABLE>


Employees

Brampton Crest  International,  Inc.  currently has no employees  other than its
directors and officers. J. Rod Martin is employed as our President and Joseph I.
Emas is  employed  as our general  counsel.  Management  expects to hire help as
necessary and does not anticipate a need to engage any full-time employees until
the business plan is applied.

Consulting Agreement

The  Company  has  entered  into a one year  Consulting  Agreement  with  Robert
Wineberg  to  assist  the  Company  with  corporate  planning  and  development;
specifically, to develop an in-depth familiarization with the Company's business
objectives and bring to its attention  potential or actual  opportunities  which
meet those objectives or logical  extensions  thereof,  (b) alert the Company to
new or emerging high  potential  forms of product and  distribution  which could
either be  acquired  or  developed  internally,  (c)  comment  on the  Company's
corporate   development  including  such  factors  as  position  in  competitive
environment,  financial  performances vs. competition,  strategies,  operational
viability,  etc., and (d) identify  prospective  suitable  merger or acquisition
candidates for the Company,  perform appropriate  diligence  investigations with
respect thereto, advise the Company with respect to the desirability of pursuing
such  candidates,  and assist the  Company in any  negotiations  which may ensue
there from.

Pursuant to the terms of the Consulting  Agreement,  the Company has compensated
Mr.  Wineberg  with  100,000  shares of the  Company's  common stock and 100,000
warrants  to  purchase  an equal  number of common  shares of the  Company at an
exercise  price of $0.001 per share of common  stock for a period of three years
and shall pay to Mr. Wineberg an annual fee of $37,500 for a period of one year,
payable  monthly in advance in equal  monthly  payments of $3,125  commencing in
January 1, 2005.

On November 1, 2004 Mr.  Wineberg  purchased  8,334,000 Units for $.15 per Unit.
Each Unit  consists  of 1 share of the  Company's  common  stock and  warrant to
purchase an equal number of common  shares of the  Company.  On January 11, 2005
Mr. Wineberg purchased  1,666,000 Units for $.15 per Unit. On November 29, 2005,
the Board of Directors  accepted  the  resignation  of Robert  Wineberg as Chief
Financial  Officer as submitted to the Board on November 23, 2005. There were no
disagreements  with Robert  Wineberg on any matter of  accounting  principles or
practices,  financial statement  disclosure or auditing scope or procedure.  Mr.
Weinberg has been retained by the the company to continue to provide  consulting
services. The term of Mr. Wineberg agreement is one year.



                                       12


<PAGE>


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.  The term of this agreement is for
twelve months and expires on December 7, 2006.  Fees for services  rendered will
be billed at a flat rate of $1,000  per month and both  parties  agree to review
the  hours  accrued  each  month and  adjust  the  contract  as  requested.  Any
additional  work that is required will be billed at a standard  hourly rate plus
any out of pocket expenses and travel costs incurred. The Company will be billed
at the end of the month for services  rendered during the engagement.  The terms
of the agreement are the following:

      1.  Preparation  of  monthly  financials,   for  internal  purposes  only,
      including input of all financial transactions (receipts and disbursements)
      and appropriate monthly journal entries.
      2. Preparation and supporting  schedules of quarterly financial statements
      including balance sheet,  income  statement,  equity and cash flow and all
      statements necessary for form 10QSB plus appropriate footnotes.
      3. Preparation of Form 10QSB including  appropriate exhibits and schedules
      and management discussion and analysis write-up for the filing.
      4.  Preparation and supporting  schedules of yearly  financial  statements
      including balance sheet,  income  statement,  equity and cash flow and all
      statements necessary for form 10KSB plus appropriate footnotes.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets forth as at  December  31,  2005,  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 of
Name and Address                       Shares                      Shares
                                Beneficially Owned (1)    Beneficially Owned (1)
----------------------          ----------------------    ---------------------
J. Rod Martin                        51,600,000 (2)            50.8%
1224 Washington Avenue
Miami Beach, FL  33139

Joseph I. Emas                       52,200,000 (3)            51.4%
1224 Washington Avenue
Miami Beach, FL  33139

Brad Hacker                                 -0-                  -0%
12515 Orange Drive, Suite 814
Davie, FL  33330

All directors and
executive officers as
a group (3 persons)                  52,200,000 (5)            51.4%

Brampton Crest International, LLC.   51,600,000 (2)            50.8%
1224 Washington Avenue
Miami Beach, FL  33139

Murray Bacal                         51,600,000 (2)            50.8%
1455 Ocean Drive #904
Miami Beach, Florida 33139

Robert Wineberg                      22,200,000 (4)            21.9%
Delaporte Point  #45
Nassau, Bahamas

      (1)   Based on a total of an  aggregate of  101,518,649  shares of capital
            stock,  consisting of 51,518,649  issued and  outstanding  shares of
            common  stock and warrants to purchase  50,000,000  shares of common
            stock.

                                       13

<PAGE>


      (2)   Includes  25,800,000  shares  of  common  stock  held in the name of
            Brampton   Crest   International,   LLC  and  warrants  to  purchase
            25,800,000 shares of common stock held in the name of Brampton Crest
            International,  LLC. J. Rod Martin, Murray Bacal, and Joseph I. Emas
            are the managing members of Brampton Crest International, LLC.

      (3)   Includes  25,800,000  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 (J. Rod Martin, 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.

      (4)   Includes  11,100,000 shares of common stock and warrants to purchase
            11,100,000 shares of common stock.

      (5)   Includes  25,800,000  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,  shares of common  stock held in
            the name of Brampton Crest International, LLC (J. Rod Martin, 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.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The  Company  had a loan  payable  to a  majority  shareholder,  Brampton  Crest
International,  LLC, of $300,000. The Company allocated the proceeds of the loan
to satisfy costs, and other support,  to reorganize Hamilton Biophile Companies.
On November 1, 2004, in a private  placement the Company sold to Robert Wineberg
8,334,000 units consisting of 1 share of common stock and one three year warrant
to purchase an  additional  share of common stock at an exercise  price of $.001
per share for $.15 per unit for a total  price of  $1,250,100.  Management  used
part of the proceeds of this  private  placement to retire a debt of $300,000 to
affiliate  Brampton  Crest  International,  LLC.  Management  intends to use the
balance of the proceeds from the offering ($950,100), towards the implementation
of the business plan and to provide working capital for future  expansion of the
Company's   operations.   The   transactions   described   with  Brampton  Crest
International,  LLC were on terms at least as  favorable  to the  Company  as it
would expect to negotiate with unrelated third parties.

On  November  1, 2004,  the  Company  sold to Robert  Wineberg  8,334,000  units
consisting  of 1 share of common stock and one three year warrant to purchase an
additional  share of common  stock at an  exercise  price of $.001 per share for
$.15 per unit for a total price of $1,250,100.

On January 11,  2005,  the Company sold  1,666,000  units at $.15 per unit for a
total sale price of  $249,900 to Robert  Wineberg.  Each unit  consisted  of one
share of common stock and one warrant to purchase one additional share of common
stock at $.001 per share.

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.

                                            14


<PAGE>


ITEM 13. EXHIBITS AND REPORTS

(a) (1) FINANCIAL STATEMENTS.

The following financial statements are included in this report:

Title  of  Document                                                         Page
-------------------                                                         ----

Report of Independent Registered Public Accounting Firm                      F-1

Financial Statements:

Balance Sheets as of December 31, 2005 and 2004                              F-2

Statements  of Operations  for the year ended  December 31, 2005             F-3
and for the periods from November 24, 2004 to December 31, 2004
(restated) and from January 1, 2004 to November 24, 2004
(restated)(Debtor-in-Possession)

Statements of Stockholders'  Equity for the year ended                       F-4
December 31, 2005 and for the periods from November 24, 2004
to December 31, 2004  (restated) and from January 1, 2004
to November 24, 2004 (restated) (Debtor-in Possession)


Statements  of Cash Flows for the year ended  December  31, 2005             F-6
and for the periods from November 24, 2004 to December 31, 2004
(restated) and from January 1, 2004 to November 24, 2004 (restated)
(Debtor-in-Possession)

Notes to financial statements                                                F-7

(a) (2) FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included as part of this report:

None.

                                            15


<PAGE>


(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:


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


(b)   Reports on Form 8-K


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(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 $15,000.

(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 zero dollars.

(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.

                                    16

<PAGE>


SIGNATURES

In  accordance  with  Section  12 of the  Securities  Exchange  Act of 1934  the
Registrant caused this Registration  Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

Brampton Crest International, Inc.

/S/ J. Rod Martin
-----------------
    J. Rod Martin
    (President)

Date: March 11, 2006


/S/ Brad Hacker
-----------------
    Brad Hacker
   (Chief Financial Officer)


Date: March 11, 2006

/S/ Joseph I. Emas
------------------
    Joseph I. Emas
    (Director)

Date: March 11, 2006


                                            16

<PAGE>


PART F/S.  FINANCIAL STATEMENTS.

                       BRAMPTON CREST INTERNATIONAL, INC.
                       (F/K/A HAMILTON-BIOPHILE COMPANIES)

Report of Independent Registered Public Accounting Firm                      F-1

Financial Statements:

Balance Sheets as of December 31, 2005 and 2004                              F-2

Statements  of Operations  for the year ended  December 31, 2005             F-3
and for the periods from November 24, 2004 to December 31, 2004
(restated) and from January 1, 2004 to November 24, 2004 (restated)
(Debtor-in-Possession)

Statements of Stockholders'  Equity for the year ended                       F-4
December 31, 2005 and for the periods from November 24, 2004
to December 31, 2004  (restated) and from January 1, 2004
to November 24, 2004 (restated) (Debtor-in Possession)

Statements  of Cash Flows for the year ended  December  31, 2005             F-6
and for the periods from November 24, 2004 to December 31, 2004
(restated) and from January 1, 2004 to November 24, 2004 (restated)
(Debtor-in-Possession)

Notes to financial statements                                                F-7


<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Brampton Crest International, Inc.
(F/K/A Hamilton-Biophile Companies
Miami Beach, Florida

We have audited the accompanying balance sheets of Brampton Crest International,
Inc. (F/K/A Hamilton-Biophile  Companies) ("the Company")as of December 31, 2005
and 2004,  and the related  statements of operations,  stockholders'  equity and
cash flows for the year ended  December 31, 2005 and the periods  from  November
24, 2004 to December  31, 2004  (restated)  and from January 1, 2004 to November
24, 2004  (restated)(Debtor-in-Possession).  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 audit 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. (F/K/A  Hamilton-Biophile  Companies) as of December 31, 2005 and 2004, and
the results of its operations,  stockholders'  equity and its cash flows for the
year ended  December 31, 2005 and the periods from November 24, 2004 to December
31,  2004   (restated)   and  from   January  1,  2004  to  November   24,  2004
(restated)(Debtor-in-Possession)   in  conformity  with  accounting   principles
generally accepted in the United States of America.

As  discussed  in Note  12 to the  financial  statements,  certain  errors  were
discovered by management that affected the December 31, 2004 balance sheet,  and
the statement of operations for the periods January 1, 2004 through November 24,
2004  and  November  24,  2004 to  December  31,  2004.  Accordingly,  the  2004
financials statements have been restated to correct the errors.




BERENFELD, SPRITZER, SHECHTER & SHEER


Sunrise, Florida
March 5, 2006


                                       F-1


<PAGE>


                       BRAMPTON CREST INTERNATIONAL, INC.
                       (F/K/A HAMILTON-BIOPHILE COMPANIES)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                December 31,  December 31,
                                                                    2005          2004
                                                                 ----------    ----------
                                                                               (Restated)
<S>                                                              <C>           <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                      $  930,911    $  903,310
  Inventory                                                           3,581        10,000
  Prepaid consulting expense                                           --          15,000
                                                                 ----------    ----------
                                                                    934,492       928,310
                                                                 ----------    ----------
PROPERTY, PLANT AND EQUIPMENT
  Office furniture                                                      834          --
  Accumulated depreciation                                             (119)         --
                                                                 ----------    ----------
                                                                        715          --
                                                                 ----------    ----------


TOTAL ASSETS                                                     $  935,207    $  928,310
                                                                 ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                               $   15,139    $   19,298
                                                                 ----------    ----------


CONTINGENCY
  Reserve for settlement in litigation                                 --         100,000
                                                                 ----------    ----------

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value; 100,000,000 shares                  51,518        49,752
    authorized, 51,518,710 and 49,752,648 shares issued
    and outstanding at December 31, 2005 and December 31, 2004
  (restated), respectively
  Additional paid-in capital                                      1,589,900     1,241,766
  Accumulated deficit                                              (721,350)     (482,506)
                                                                 ----------    ----------

    Total stockholders' equity                                      920,068       809,012
                                                                 ----------    ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $  935,207    $  928,310
                                                                 ==========    ==========
</TABLE>

                                       F-2

<PAGE>


                       BRAMPTON CREST INTERNATIONAL, INC.
                       (F/K/A HAMILTON-BIOPHILE COMPANIES)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                              Year            Period from          Period from
                                             Ended        November 24, 2004     January 1, 2004 to
                                       December 31, 2005  to December 31, 2004   November 24, 2004
                                       -----------------  --------------------  ------------------
                                                               (Restated)           (Restated)
                                                                                   (Debtor-in-
                                                                                   Possession)
<S>                                    <C>                <C>                   <C>
SALES                                  $           2,645  $             --      $              287
COST OF SALES                                      1,221                --                    --
                                       -----------------  --------------------  ------------------

  GROSS PROFIT                                     1,424                --                     287

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                        256,105                60,279             326,465
                                       -----------------  --------------------  ------------------

LOSS FROM OPERATIONS                            (254,681)              (60,279)           (326,178)
                                       -----------------  --------------------  ------------------

OTHER INCOME (EXPENSES)
  Loss on write-off of loan receivable              --                  --                 (10,657)
  Loss on impairment of goodwill                    --                (422,227)               --
  Loss on impairment of inventory                 (9,910)
  Other income - bulk sale of
    various assets and liabilities to
    related party                                   --                    --               132,044
  Interest and dividend income                    25,747                  --                  --
  Interest expense                                  --                    --                (2,700)
                                       -----------------  --------------------  ------------------

    TOTAL OTHER INCOME (EXPENSES)                 15,837              (422,227)            118,687
                                       -----------------  --------------------  ------------------

LOSS BEFORE REORGANIZATION ITEMS AND
  INCOME TAXES                                  (238,844)             (482,506)           (207,491)


REORGANIZATION ITEMS                                --                    --                  --

INCOME TAXES                                        --                    --                  --
                                       -----------------  --------------------  ------------------

NET LOSS                               $        (238,844) $           (482,506) $         (207,491)
                                       =================  ====================  ==================

LOSS PER SHARE -
  BASIC AND DILUTED                    $            --    $               (.01) $            (0.15)
                                       =================  ====================  ==================

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED
  (SEE NOTE 1)                                51,470,264            44,107,035           1,344,982
                                       =================  ====================  ==================
</TABLE>


                                       F-3



<PAGE>


                       BRAMPTON CREST INTERNATIONAL, INC.
                      (F/K/A/ HAMILTON-BIOPHILE COMPANIES)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                    Year ended December 31, 2005 and for the
                    periods November 24, 2004 to December 31,
            2004 (Restated) and January 1, 2004 to November 24, 2004
                        (Restated)(Debtor-in-Possession)


<TABLE>
<CAPTION>
                                   Preferred Stock           Common Stock  Total         Additional                    Stockholder's
                                   to be Converted                                         Paid-in      Accumulated       Equity
                                                                                           Capital        Deficit        (Deficit)
                               --------------------------  --------------------------    -----------    -----------    -----------
                                  Shares         Amount      Shares         Amount
                               -----------    -----------  -----------    -----------
<S>                            <C>            <C>          <C>            <C>            <C>            <C>            <C>
BALANCE,DECEMBER 31, 2003           12,851     12,851,000      600,732        478,798     31,441,052    (48,408,180)    (3,637,330)

Issuance of common stock
 For service                          --             --        253,262         37,990           --             --           37,990

Issuance of common stock
 For prepaid consulting               --             --        100,000          7,523          7,477           --           15,000

Net loss January 1, 2004
 To November 24, 2004
(Debtor-in Possession)                --             --           --             --             --         (207,491)      (207,491)
                               -----------    -----------  -----------    -----------    -----------    -----------    -----------

BALANCE, NOVEMBER 24, 2004          12,851     12,851,000      953,994        524,311     31,448,529    (48,615,671)    (3,791,831)

Shares issued in connection
With debt discharge per
Bankruptcy confirmation:

  Conversion short-term note
  note payable to common stock        --             --          5,625         45,000           --             --           45,000

 Issuance common stock in
 Settlement of vendor
 account payable                      --             --          4,375         35,000           --             --           35,000

 Liability for stock to be
 issued satisfied
 With issuance of common stock        --             --         50,000         98,792           --             --           98,792

 Issuance of common
 stock in settlement
 of pre-petition liabilities          --             --        404,654      3,232,230           --             --        3,232,230
                               -----------    -----------  -----------    -----------    -----------    -----------    -----------

Balance after debt discharge        12,851     12,851,000    1,418,648      3,935,333     31,448,529    (48,615,671)      (380,809)

Recapitalization of common
Stock per bankruptcy
Confirmation:

 Retirement of old common
 Stock- no par value                  --             --     (1,418,648)    (3,935,333)     3,883,915           --          (51,418)
                               -----------    -----------  -----------    -----------    -----------    -----------    -----------

 Balance after retirement           12,851     12,851,000         --             --       35,332,444    (48,615,671)      (432,227)

Issuance of new common
stock -.001 par value                 --             --      1,418,648          1,418           --             --            1,418

Sale of common stock
pursuant to stock
purchase agreement                    --             --     40,000,000         40,000         10,000           --           50,000
                               -----------    -----------  -----------    -----------    -----------    -----------    -----------

 Balance after
recapitalization                    12,851     12,851,000   41,418,648         41,418     35,342,444    (48,615,671)      (380,809)

Fresh start accounting             (12,851)   (12,851,000)        --             --      (35,342,444)    48,615,671        422,227
                               -----------    -----------  -----------    -----------    -----------    -----------    -----------
Balance after adoption
of fresh-start accounting             --             --     41,418,648         41,418           --             --           41,418

Sale of common stock
pursuant to private
placement agreement                   --             --      8,334,000          8,334      1,241,766           --        1,250,100

Net loss for the period
November 24, 2004 to
December 31, 2004                     --             --           --             --             --         (482,506)      (482,506)
                               -----------    -----------  -----------    -----------    -----------    -----------    -----------

BALANCE, DECEMBER 31, 2004            --             --     49,752,648         49,752      1,241,766       (482,506)       809,012
</TABLE>

                                       F-4


<PAGE>



                       BRAMPTON CREST INTERNATIONAL, INC.
                      (F/K/A/ HAMILTON-BIOPHILE COMPANIES)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                    Year ended December 31, 2005 and for the
                    periods November 24, 2004 to December 31,
               2004 (Restated) and January 1, 2004 to November 24,
                      2004 (Restated)(Debtor-in-Possession)


<TABLE>
<CAPTION>
<S>                            <C>            <C>          <C>            <C>            <C>            <C>            <C>
Issuance of common stock
For contingency reserve for
Settlement in litigation              --             --        100,000            100         99,900           --          100,000

Sale of common stock                  --             --      1,666,000          1,666        248,234           --          249,900

Fractional Shares Issued              --             --             62           --             --             --             --

  Net loss for the year ended
    December 31, 2005                 --             --           --             --             --         (238,844)      (238,844)
                               -----------    -----------  -----------    -----------    -----------    -----------    -----------

BALANCE, DECEMBER 31, 2005            --             --     51,518,710    $    51,518    $ 1,589,900    $ (721,350)    $   920,068

                               ===========    ===========  ===========    ============   ===========    ===========    ===========
</TABLE>


                                                                             F-5

<PAGE>


                       BRAMPTON CREST INTERNATIONAL, INC.
                       (F/K/A HAMILTON-BIOPHILE COMPANIES)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   Year            Period from            Period from
                                                                   Ended        November 24, 2004 to   January 1, 2004 to
                                                             December 31, 2005   December 31, 2004     November 24, 2004
                                                             -----------------  --------------------  -------------------
                                                                                     (Restated)            (Restaed)
                                                                                                          (Debtor-in-
                                                                                                          Possession)
<S>                                                          <C>                <C>                   <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net (loss)                                                 $        (238,844) $           (482,506) $          (207,491)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities:
      Depreciation                                                         119                  --                  2,355
      Loss on write-off of loan receivable                                --                    --                 10,657
      Loss on impairment of goodwill                                      --                 422,227                 --
      Loss on write-off of inventory                                    19,910                  --                   --
      Gain on transfer of net liabilities
        bulk sale agreement                                               --                    --               (132,044)
      Common stock issued for services                                    --                    --                 52,990
      Changes in operating assets and liabilities:
      (Increase) decrease in:
        Inventory                                                      (13,491)                 --                (10,000)
        Prepaid and other current assets                                15,000                  --                (12,052)
      Increase (decrease) in:
        Accounts payable and accrued expenses                           (4,159)              (13,112)              32,843
                                                             -----------------  --------------------  -------------------
NET CASH USED IN OPERATING ACTIVITIES                                 (221,465)              (73,391)            (262,742)
                                                             -----------------  --------------------  -------------------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
    Proceeds (repayment) of Loan from related party                       --                (300,000)             300,000
    Loan to related party                                                 --                    --                (10,657)
    Purchases of Fixed Assets                                             (834)                 --
                                                             -----------------  --------------------  -------------------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                       (834)             (300,000)             289,343
                                                             -----------------  --------------------  -------------------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
    Proceeds from sale of common stock                                 249,900             1,250,100                 --
                                                             -----------------  --------------------  -------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                              249,900             1,250,100                 --
                                                             -----------------  --------------------  -------------------

NET INCREASE IN CASH & CAH EQUIVALENTS                                  27,601               876,709               26,601

CASH & CAH EQUIVALENTS, BEGINNING OF PERIOD                            903,310                26,601                 --
                                                             -----------------  --------------------  -------------------

CASH & CAH EQUIVALENTS, END OF PERIOD                        $         930,911  $            903,310  $            26,601
                                                             =================  ====================  ===================

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOWS INFORMATION:
  Interest paid during the period                            $                  $              2,700  $              --
                                                             =================  ====================  ===================
  Income taxes paid during the period                        $            --    $               --    $              --
                                                             =================  ====================  ===================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES

  Conversion of short-term note payable to common stock      $            --    $               --    $            45,000
                                                             =================  ====================  ===================
  Conversion of Vendor Account Payable to common stock       $            --    $               --    $            35,000
                                                             =================  ====================  ===================
  Liability for stock to be issued satisfied with
    issuance of common stock                                 $            --    $               --    $            98,792
                                                             =================  ====================  ===================
  Goodwill from fresh start accounting                       $            --    $            422,227  $              --
                                                             =================  ====================  ===================
  Conversion of pre-petition liabilities to common stock     $            --    $               --    $         3,232,230
                                                             =================  ====================  ===================

  Issuance of Common Stock in Settlement of Litigation       $         100,000  $               --    $
                                                             =================  ====================  ===================
</TABLE>

                                                     F-6

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.

      On  January  3,  2000,  the  Company  filed  a  petition  for  Chapter  11
      reorganization in US Bankruptcy Court, Eastern District of California.  On
      March 27, 2001, the Court confirmed the Plan of Reorganization and on July
      3, 2003, the bankruptcy case was closed. See Note 2.

      On March 22, 2004,  the  bankruptcy  case was  reopened to  implement  the
      confirmed  plan and complete a stock  purchase  agreement.  On November 8,
      2004, the court  confirmed the Plan of  Reorganization  and the bankruptcy
      case was closed. See Note 10.

      The Company's  authorized  capital stock consisted of 60,000,000 shares of
      common stock, no par value, and 200,000 shares of preferred stock, $10 par
      value, $1,000 stated value through November 2004.

      During 2004, in  accordance  with the Plan of  Reorganization  and through
      Fresh  Start  Accounting  the  Company  cancelled   12,851,000  shares  of
      preferred stock. The prior conversion features of the preferred stock were
      revised during the bankruptcy proceedings (See Note 7).

      On November 9, 2004 the Company  recapitalized its authorized common stock
      from  60,000,000  shares,  no par common  stock to  200,000,000  shares of
      common stock,  $0.001 par value. The Company also increased its authorized
      preferred stock from 200,000 shares to 25,000,000 shares.

      Effective  March 1, 2002,  the Company  conducted a reverse stock split of
       its issued and outstanding common stock on a 1 new for 8 old
      basis, and effective October 5, 2004 the Company conducted a reverse stock
      split of its issued  and  outstanding  common  stock on a 1 new for 10 old
      basis.  All prior stock  figures and price per share have been restated to
      reflect the stock split.

      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, 2005, business
      activities were still kept at a minimum.

      FINANCIAL STATEMENT PRESENTATION

      The  financial  statements  for the  period  ended  November  30,  2004 to
      December 31, 2004 reflect the Company's adoption of fresh start accounting
      in accordance  with SOP 90-7.  The financial  statements for the period of
      January 1, 2004 to November 24, 2004 have been prepared in accordance with
      Statement of Position 90-7 (SOP 90-7),  Financial Reporting by Entities in
      Reorganization Under the Bankruptcy Code.

      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, 2005 and 2004 were $925,000 and $950,000, 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  as of December 31,
        2005 and 2004 were approximately $933,000 and $777,000, respectively.

                                            F-7
<PAGE>

      ACCOUNTS RECEIVABLE

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

      INVENTORY

      Inventory  is  comprised  of  finished  goods of  consumer  personal  care
      products and is stated at lower of cost or market.

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

      The Company reviews  long-lived  assets for impairment  whenever events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be  recoverable.  Recoverability  of  assets  to be held  and  used is
      measured  by a  comparison  of the  carrying  amount of an asset to future
      undiscounted  cash flows  expected to be generated  by the asset.  If such
      assets are  considered to be impaired,  the impairment to be recognized is
      measured by the amount by which the carrying  amount of the assets exceeds
      the fair value.  Assets to be disposed of are reported at the lower of the
      carrying  amount or fair  value  less  costs to sell.  There were no asset
      impairments  during the one month  ended  December  31,  2004,  the eleven
      months ended November 30, 2004 and the year ended December 31, 2005.

      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.

      GOODWILL

      In November 2004, the Company recognized  $422,227 in goodwill as a result
      of the application of fresh start accounting (see Note 2).  Management has
      reviewed of the fair value of the goodwill,  due to the uncertainty of the
      estimated  future  cash  flows  and  the  challenges  encountered  by  the
      reorganization  of the disposal of various entities has lead management to
      determine that goodwill was impaired and should be fully written off. As a
      result,  the  Company  recognized  a loss from  impairment  of Goodwill of
      $422,227 at December 31, 2004.

      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.

      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.

                                            F-8
<PAGE>


      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   Year Ended
                              December 31,   December 31,
                                  2005           2004
                              ------------   ------------
Warrants                        50,145,000     48,479,000
                              ------------   ------------
Total                           50,145,000     48,479,000
                              ============   ============

      RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

      For  public  entities  that do not file as small  business  issuers,  this
      statement is effective as of the  beginning of the first interim or annual
      reporting period that begins after June 15, 2005.

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

                                            F-9

<PAGE>


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

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

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


NOTE 2 - BANKRUPTCY PROCEEDINGS AND FRESH START ACCOUNTING

      BANKRUPTCY PROCEEDINGS

      On January 3, 2000,  the Company filed a petition for relief under Chapter
      11 reorganization in US Bankruptcy Court,  Eastern District of California.
      On March 28,2001,  the Court confirmed the Plan of  Reorganization  and on
      July 3, 2003, the bankruptcy case was closed.  However,  on March 22,2004,
      the  Company  reopened  the  bankruptcy  case in  order to  implement  the
      confirmed plan and complete a stock purchase agreement. See Note 10.

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

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

      FRESH START ACCOUNTING

      On November 24, 2004 the Company adopted  fresh-start  accounting pursuant
      to the guidance provided by the SOP 90-7 "Financial  Reporting By Entities
      in  Reorganization  Under the  Bankruptcy  Code".  In connection  with the
      adoption of  fresh-start  reporting,  the Company has reviewed its assets,
      liabilities and equity  components to determine whether any adjustments in
      book  values to fair  market  values were  required.  Asset and  liability
      values  approximated  fair  market  values  and thus no  adjustments  were
      required.  Preferred  and common stock were adjusted to reflect their fair
      market value at November 24, 2004.

      The Company adopted fresh-start  reporting because the holders of existing
      voting  shares  immediately  before  filing and  confirmation  of the plan
      received less than 50% of the voting shares of the emerging entity and the
      reorganization  value  of  the  assets  is  less  than  its  post-petition
      liabilities and allowed claims as follows:

                Post-petition liabilities         $  311,202
                Claims allowed from bankruptcy
                proceeding                         3,232,320
                                                  ----------
                Total post-petition liabilities
                  and allowed claims               3,543,522
                Reorganization value                  51,601
                                                  ----------
                Excess of liabilities over
                reorganization value              $3,491,921
                                                  ==========

                                      F-10


<PAGE>

      After   consideration   of  the  Company's  debt  and  capital   structure
      considerations,  it  was  determined  that  the  Company's  reorganization
      capital structure would consist of the following:



            Accounts payable             $ 32,410
            Contingency for litigation    100,000
            Note payable                  300,000
            Common stock                   41,418
                                         --------
            Total                        $473,828
                                         ========

      Due to the fact  that the  reorganization  value of the  entity  cannot be
      attributed  to specific  tangible or identified  intangible  assets of the
      emerging entity, the remaining amount of reorganization  capital in excess
      of assets is reported as goodwill in  accordance  with FASB 142,  Goodwill
      and  Other  Intangible  Assets.  The  goodwill  value  was  calculated  by
      subtracting  total  Company's  debt of $473,828  from its total  assets of
      $51,601 or $422,227.

      The following table reflects balances prior and subsequent to the adoption
      of fresh-start reporting:


<TABLE>
<CAPTION>
                                    Preconfirmation                                        Reorganized
                                November 24,     Debt          Exchange        Fresh         Balance
                                    2004       Discharge       Of Stock        Start          Sheet
                                -----------   -----------    -----------   ------------   ------------
<S>                             <C>            <C>           <C>           <C>            <C>
Current Assets:
    Cash                        $    26,601   $      --      $      --     $       --     $     26,601

    Inventory                        10,000          --             --             --           10,000

    Prepaid consulting fees          15,000          --             --             --           15,000
                                -----------   -----------    -----------   ------------   ------------

  Total current assets               51,601          --             --             --           51,601
                                -----------   -----------    -----------   ------------   ------------

Goodwill                               --            --             --          422,227 3      422,227
                                -----------    ----------    -----------   ------------   ------------

Total Assets                    $    51,601   $      --      $      --     $   422,227    $    473,828
                                ===========   ===========    ===========   ============   ============

Current Liabilities:
 Post-petition liabilities:

  Short-term note payable       $    45,000   $   (45,000)1  $      --     $       --     $       --

  Accounts payable                   67,410       (35,000)1         --             --           32,410
  Liability for stock
    to be issued                     98,792       (98,792)1         --             --             --

  Contingency for litigation        100,000          --             --             --          100,000
                                -----------   -----------    -----------   ------------   ------------
    Total post-petition
      liabilities                   311,202      (178,792)          --             --          132,410
                                -----------   -----------    -----------   ------------   ------------
Pre-petition liabilities not
  subject to compromise:
  Accrued expenses and other
    current liabilities           1,832,230    (1,832,230)1         --             --             --

  Accrued interest payable        1,400,000    (1,400,000)1         --             --             --
                                -----------   -----------    -----------   ------------   ------------
   Total pre-petition
    liabilities not subject
    to compromise                 3,232,230    (3,232,230)          --             --             --
                                -----------   -----------    -----------   ------------   ------------

    Total current liabilities     3,543,432    (3,411,022)          --             --          132,410
                                -----------   -----------    -----------   ------------   ------------


                                             F-11


<PAGE>





Note payable                        300,000          --             --             --          300,000
                                -----------   -----------    -----------   ------------   ------------

Total Liabilities                 3,843,432    (3,411,022)          --             --          432,410
                                -----------   -----------    -----------   ------------   ------------
Stockholders' Equity

   Preferred stock               12,851,000          --             --      (12,851,000)4         --

   Common stock - old               524,311     3,411,022 1   (3,935,333)2         --             --

   Common stock - new                  --            --           41,418 2         --           41,418

   Additional paid-in capital    31,448,529          --        3,893,915 2  (35,342,444)4         --

   Accumulated deficit          (48,615,671)         --             --       48,615,671 4         --
                                -----------   -----------    -----------   ------------   ------------
Total Stockholders'
  Equity                         (3,791,831)    3,411,022           --          422,227         41,418
                                -----------   -----------    -----------   ------------   ------------
Total Liabilities and
  Stockholders' Equity          $    51,601   $      --      $      --     $    422,227   $    473,828
                                ===========   ===========    ===========   ============   ============
</TABLE>

1)    Debts  discharged  in  reorganization  in the  amount of  $3,411,022  were
      converted to a total of 464,654 shares of common stock as follows:

Short term note payable converted to
  5,625 shares of common stock (Note 3)    $    45,000

Trade accounts payable converted to
  4,375 shares of common stock (Note 6)         35,000

Liability for stock to be issued
  converted to 50,000 shares of
   common stock(Note 4)                         98,792

Pre-petition trade and other
  miscellaneous claims converted
   to 206,529 shares of common
  stock (Note 6)                             1,647,230

Pre-petition priority claims due
  to officers converted to 23,125
  shares of common stock (Note 6)              185,000

Pre-petition accrued interest
  converted to 175,000 shares
  of common stock (Note 6)                   1,400,000
                                            ----------
Total debts discharged                      $3,411,022
                                            ==========

2)    Recapitalization of the Company consisted of the following:

<TABLE>
<CAPTION>
                                                                        Additional Paid
                                    Common Stock Old  Common Stock New    in Capital
                                    ---------------------------------------------------
<S>                                 <C>               <C>               <C>
         Retirement of 1,418,648
          shares of common
         stock, no par value        $(3,935,333)      $       --        $     3,883,915
         Issuance of 1,418,648
         shares of common
         stock, $.001 par value            --                1,418                 --
         Sale of 40,000,000 shares
         of common stock pursuant
         to stock purchase
         agreement (see Note 10)           --               40,000               10,000
                                    -----------       ------------      ---------------

                                    $(3,935,333)      $     41,418      $     3,893,915
                                    ===========       ============      ===============
</TABLE>


                                      F-12


<PAGE>




3)    The  reorganization  value of the entity  cannot be attributed to specific
      tangible  or  identified   intangible   assets  of  the  emerging  entity.
      Accordingly,  the  remaining  amount is reported as goodwill in accordance
      with FASB 142, Goodwill and Other Intangible Assets.

4)    Accumulated  deficit was adjusted through  cancellation of preferred stock
      and  additional  paid-in  capital  due  to  the  adoption  of  fresh-start
      accounting at November 24, 2004.

The  remaining  accounts  payable  consists  primarily of audit fees and various
payables in  connection  with  administrative  activities.  The Note  Payable of
$300,000  represents  funds  advanced  to the  Company to fund  operations  upon
reemergence  from  bankruptcy.   The  $100,000  in  contingency  for  litigation
represents a reserve for common shares to be issued (see Note 5).

NOTE 3 - SHORT-TERM NOTE PAYABLE

      During 2001, the Company  borrowed  $45,000 from one of its directors,  as
      evidenced  by a note.  The loan bears  interest at the rate of 8% per year
      and was due on March 19, 2002. The loan was  personally  guaranteed by the
      Company's  former  president.  The  terms  of the note  were  subsequently
      modified  to  provide  for  repayment  in the form of 5,625  shares of the
      Company's common stock. These shares were issued on November 24, 2004.

      In connection  with the note, the Company issued to the lender warrants to
      purchase  45,000 shares of the Company's  common stock at $0.20 per share.
      The warrants  are  exercisable  until March 21,  2006.  Due to the lack of
      marketability of the Company's  Common Stock at the date of issuance,  the
      Company was unable to value the warrants.


NOTE 4 - LIABILITY FOR STOCK TO BE ISSUED

      In January and March 2002,  the Company  sold 50,000  shares of its common
      stock at a price of  $1.976  per  share to one  individual,  for which the
      Company  received  $98,792.  The proceeds of the sale were used to finance
      continuing operations. On November 24, 2004, 50,000 shares of common stock
      were issued to satisfy the debt.

NOTE 5 - CONTINGENCY RESERVE FOR SHARES IN LITIGATION

      During 2003, a lawsuit was filed on behalf of the participants involved in
      a September  2001 private  placement  offering.  The suit alleges that the
      Company received  $100,000 from various third parties in consideration for
      500,000  pre-split  shares of common stock.  The plaintiffs claim that the
      shares were never received.  In September 2004, the matter was voluntarily
      dismissed  without  prejudice  by  the  Plaintiffs,   however   management
      anticipates  that the  Plaintiffs  may re-file the matter at a later date.
      Management  has  established a reserve of $100,000 for a potential  future
      settlement.  Subsequent  to year end,  the  Company  issued  the shares to
      satisfy the potential claim.

NOTE 6 - CONVERSION OF DEBT INTO COMMON STOCK

      As  discussed  in Note 2, the Company has agreed to settle  $3,232,000  of
      pre-petition  liabilities  into  shares of its  common  stock at a rate of
      $8.00 per share.  Included in that amount are $185,000 of priority  claims
      due to three  officers  which were  converted into 23,125 shares of common
      stock;  $1,647,230 of unsecured  claims were converted into 206,529 shares
      of common stock,  and  $1,400,000 of accrued  interest was converted  into
      175,000 shares of common stock.

      As discussed in Note 3, the Company has agreed to convert $45,000 due to a
      director into 5,625 shares of its common stock.

      The Company also agreed to settle $35,000  payable to a vendor in exchange
      for 4,375 shares of common stock.

      On November 24, 2004,  all of the above  liabilities  were  converted into
      common stock.


                                            F-13


<PAGE>


NOTE 7 - PREFERRED STOCK

      As  of  the  date  the  Company  filed  for  petition   under  Chapter  11
      reorganization,  there were 12,851 shares of preferred stock  outstanding.
      As discussed  in Note 1, the prior  conversion  features of the  preferred
      stock  were  revised  during  the  bankruptcy  proceedings.  The  Plan  of
      Reorganization  provided for  conversion of each share of preferred  stock
      into 100  shares  (pre-split)  resulting  in  12,851,000  shares of common
      stock. As of November 24, 2004, the Company  cancelled the preferred stock
      due to fresh start accounting.

NOTE 8 -INCOME TAXES

      As of  December  31,  2005 and 2004 the  Company had Federal and state net
      operating losses of approximately $710,000 and $483,000,  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.  As stated in Note 10, 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.

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


                                         December 31,         December 31,
                                             2005                 2004
                                         ------------         ------------

       Deferred tax asset due
        net operating losses             $    277,000         $   187,700
       Less: Valuation
        allowance                            (277,000)         (187,700)
                                         ------------         ------------

       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.

      The  effective  tax rates for the year  ended  December  31,  2005 and the
      period ended November 24, 2004 to December 31, 2004 are as follows:

                                December 31,   November 24,2004-    December 31,
                                    2005       December 31, 2004        2003
                                -----------    -----------------    -----------

     U.S statutory tax rate           35%            35%                35%
     State and local taxes           4                4                  4
     Less:Valuation allowance       (39)            (39)               (39)
                                -----------    -----------------    -----------
     Effective tax rate              0%              0%                 0%
                                ===========    =================    ===========

      As of December 31, 2005 The Company had U.S. and state net operating  loss
      carryforwards  which may be applied to future  taxable  income of $710,000
      respectively subject to the ownership change restrictions described above.
      The net operating loss  carryfowards  will expire as follows  beginning in
      2023:

     ----------------- -------------------------- --------------------------
     Tax Year                     U.S.                       State
     ----------------- -------------------------- --------------------------
     2023                       $187,700                   $187,700
     ----------------- -------------------------- --------------------------
     2024                       $89,300                    $ 89,300
     ----------------- -------------------------- --------------------------

                                      F-14


<PAGE>


NOTE 9 -RELATED PARTY TRANSACTION

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

NOTE 10 -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.
      Brampton  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  40,000,000  shares of common stock and  warrants  will be adjusted to
      represent 96% of the issued and outstanding shares of the Company's common
      stock (after giving effect to the 1 for 10 reverse split discussed below).
      In the event  that the shares  represent  other than 96% of the issued and
      outstanding  shares  of the  Company's  common  stock,  as  fully  diluted
      (including  the  issuance of the  warrants),  the number of shares and new
      warrants issued to the  non-purchasing  shareholders  shall be adjusted to
      bring the total to 96%.

      The stock  purchase  agreement  also provides for the  establishment  of a
      subsidiary,  Hamilton PNG, to hold the core  businesses  along with all of
      the assets and liabilities of the Company.  Hamilton PNG will be held 100%
      by the Company's prior  shareholders.  The total liabilities  (represented
      solely by accrued  expenses)  in excess of assets are  reflected  as Other
      Income-Bulk Sale of Various Assets and Liabilities to Related Party in the
      amount of $132,044.

NOTE 11  -COMMON STOCK

      REVERSE SPLIT

      Effective  October 5, 2004, the Company conducted a reverse stock split of
      its issued and outstanding and to be issued common stock on a 1 new for 10
      old shares.  As of that date, the Company had 6,005,815  shares issued and
      outstanding, resulting in 600,732 shares after the split. As of that date,
      the  Company  had  also  an  obligation  to  issue  approximately  464,654
      additional  shares,  as  discussed  in Notes 4, 5, 6 and 7, for a total of
      approximately 1,065,386 (prior to the private placement offering disclosed
      in the next  footnote).  Due to the  reverse  stock  split,  the number of
      common
       shares  issued and  outstanding  have been  restated  for all  periods up
       through December 31, 2004.

      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.

                                            F-15
<PAGE>


      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.

      COMMON STOCK ISSUED FOR SERVICES

      As of December 31, 2005 there were no shares issued for  services.  During
      November 2004, the Company issued an aggregate of 253,262 shares of common
      stock to three consultants.  The shares were valued based on the estimated
      fair value of the services performed of $37,990.

      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 and 48,434,000  stock  warrants  during the year ended
      December  31, 2004 in  connection  with the stock  purchase  agreement,  a
      private  placement  offering,  and a consulting  agreement.  The following
      represents the stock warrant  activity during the years ended December 31,
      2005 and 2004:

                                        Warrants       Weighted
                                                     Average Price
       Beginning Balance  1/1/04          45,000     $   .0200
       Warrants granted during 2004   48,434,000         .0010
                                      -------------  -------------
       Balance at 12/31/04            48,479,000         .0010
       Warrants granted during 2005    1,666,000         .0010
                                      -------------  -------------
       Balance at 12/31/05            50,145,000         .0010
                                      =============  =============

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

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

      OTHER MATTERS

      On  June 8,  2004  the  U.S.  Securities  and  Exchange  Commission  (SEC)
      instituted an  administrative  proceeding  against the Company pursuant to
      Section  12(j) of the  Exchange  Act to  determine  whether the  Company's
      registration  pursuant to Section 12 of the Exchange Act should be revoked
      or in the alternative, suspended for a period not exceeding twelve months.
      On June  25,  2004  the  Company  filed  its  answer  to the  SEC's  order
      instituting  public  administrative  proceedings  in which it  asserted  a
      defense to the  allegations  and relief  sought.  The SEC and the  Company
      agreed that the Company would withdraw the Company's registration pursuant
      to Section 12 of the Exchange Act.

      Also on that date,  the SEC issued on order  pursuant to Section  12(k) of
      the Exchange Act  suspending  trading in the securities of the Company for
      the period from 9:30 am EDT on June 8, 2004  through  11:59 pm EDT on June
      21, 2004 as a result of alleged lack of current and  accurate  information
      concerning the securities of the Company. The SEC alleged that the Company
      failed to file periodic reports required by the Exchange Act.

      BULK SALE

      On May  24,  2004,  the  Company  obtained  a  court  order  allowing  the
      implementation  of its Plan of  Reorganization by forming Hamilton PNG and
      transferring into such Company, all assets and liabilities of the Company.

      This agreement is in accordance with Brampton's  stock purchase  agreement
      (discussed  above).  The  Company's  net  liabilities  in excess of assets
      transferred amounted to $132,044.

                                            F-16


<PAGE>


      CONSULTING AGREEMENT

      On November 1, 2004 the Company entered into a consulting agreement with a
      related party (the  Consultant)for  one year effective January 1, 2005. In
      exchange for services to be rendered,  the Consultant will receive $37,500
      for one year and 100,000 shares of common 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 at December 31,
      2004, the services will be 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 December  2005.  The  consultant  was
      retained in an unpaid capacity for 2006.

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

      DISTRIBUTOR AGREEMENT

      Effective  November  15,  2004  the  Company  entered  into a  distributor
      agreement with two  individuals(the  Distributors).  The Distributors will
      act as independent  distributors  of consumer  personal care products.  In
      exchange for services to be rendered in the sale of consumer personal care
      products  the  Distributors  will receive a fee  equivalent  to 30% of the
      wholesale  price,  after  expenses,  from  the  sale  of  these  products.
      Additionally,   the  Distributors  will  receive  an  additional  override
      commission  for sales made by parties  independently  contracted  with the
      Distributors. During 2004, there were no commissions due or payable.


NOTE 12 - CORRECTION OF AN ERROR

      FOR THE PERIOD FROM JANUARY 1, 2004 THROUGH NOVEMBER 24, 2004

      During 2005, the Company  discovered errors in previously  reported sales,
      selling,  general and  administrative  expenses ("SGA"),  and other income
      items.  The errors  resulted in an  overstatement  of the net loss for the
      period of $51,930 and were due to the following:

1)    100,000  units given to a consultant as  consideration  for services to be
      rendered  during  2005.  (See Note 10).  Each unit  consists of 1 share of
      common  stock and 1 warrant to  purchase 1 share of common  stock at $.001
      per  share.  The unit was valued at $.15 per unit and the total of $15,000
      was originally expensed during the period from January 1, 2004 to November
      24, 2004. The  restatement  reflects the consulting fees as prepaid in the
      amount of $15,000 at December  31, 2004 and includes a reduction of SGA of
      15,000 for the period from January 1, 2004 to November 24, 2004.

2)    The  Company  inadvertently  charged  to SGA  $50,000  of funds  disbursed
      against old accounts  payable,  resulting in an  overstatement  of the net
      loss for the period  from  January  1, 2004 to  November  24,  2004 in the
      amount of $50,000.

3)    Due  to  the  transmission   error  which  occurred  when  the  financials
      statements  were  converted  to Edgar and filed with the SEC. The balances
      reflected  zeros in various  columns for which actual  amounts should have
      been  recorded.  These  errors  for the  period  January  1, 2004  through
      November 24, 2004 were as follows:

      a)    Understatement of sales in the amount of $287,  originally  reported
            as $0.

      b)    Understatement   of  write  off  of  loan   receivable  of  $10,657,
            originally reported as $0.

      c)    Understatement of interest expense of $2,700, originally reported as
            $0.

      Due to the above  corrections,  net loss decreased by $51,930 and loss per
      share,  basic and  diluted,  decreased  by $0.05 per share from ($0.20) to
      ($0.15).


                                      F-17


<PAGE>


      BALANCE SHEET AS OF DECEMBER 31, 2004

      The errors in  transmission  also were  reflected on items in the original
      balance  sheet of the Company at December 31, 2004.  Cash was  incorrectly
      reported  at $0 should  have  been  reported  as  $903,310.  Common  stock
      reported at $0 should have been reported at $49,752.

      In addition,  the Company revised its financial  statements as a result of
      the following errors:

1)    Due to  "Fresh-Start  Accounting,"  the Company  corrected  the balance in
      accumulated  deficit to $0 upon its emergence from  bankruptcy on November
      24, 2004. As a result of the  application of fresh start  accounting,  the
      Company recorded goodwill in the amount of $422,227.


2)    Inventory and related accounts payable were both overstated by $5,000. The
      original  amount  recorded for of  inventory  was  $15,000,  however,  the
      Company  renegotiated  the price of the purchase and revalued its carrying
      cost at $10,000.


FOR THE PERIOD FROM NOVEMBER 24, 2004 THROUGH DECEMBER 31, 2004

1)    Upon  review  of the  fair  value of the  goodwill,  and  considering  the
      uncertainty  of  estimated  future  cash flows and  revenues,  the Company
      determined   that   goodwill  was  impaired  and  wrote  off  the  balance
      accordingly leading to a loss from impairment of $422,227.

      Due to the above  correction,  net loss for the period increased  $422,227
      and loss per share, basic and diluted, increased from $0 per share to $.01
      per share.



                                            F-18