SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K


x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934




For
the fiscal year ended December 31, 2009




o TRANSITION REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934










BRAMPTON
CREST INTERNATIONAL, INC.


(Exact
name of registrant as specified in its charter)




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




4700
      Biscayne Blvd. Suite 500, Miami, FL
              
              33137(Address
      of principal executive offices)
              
              (Zip
      Code)




Registrant’s
telephone number, including area code:  (305) 428-8300





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





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


None





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





Common
Stock, $0.001 par value per share


(Title
of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o Nox




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o Nox




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yeso Noo





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.Yesx  Noo




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large accelerated filero
            
            Accelerated filer oNon-accelerated filero
            
            Small
      Reporting Company x




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





The
aggregate market value of voting and nonvoting   common equity
totaling 132,045,881 shares held by non-affiliates computed by reference to the
price (i.e. $.04 per share) at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter, June 30, 2009
was approximately $5,281,835.





Solely
for purposes of the foregoing calculation, all of the registrant’s directors and
officers as of June 30, 2009, are deemed to be affiliates. This determination of
affiliate status for this purpose does not reflect a determination that any
persons are affiliates for any other purposes.




The
number of shares outstanding of each of the issuer’s classes of equity
securities, as of the latest practicable date: As of April 15, 2010, there
were 160,054,881 shares of Common Stock, $0.001 par value per share, issued
and outstanding,Upon the issuance
of additional shares to board members and employees and consultants for accrued
feels and salaries the shares of Common stock outstanding will increase to
190,119,191.




Documents
Incorporated By Reference


None









Brampton
Crest International, Inc.


FORM
10-K ANNUAL REPORT


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009


TABLE
OF CONTENTS





PART IITEM 1.
                                
                                BUSINESS
                                
                                4ITEM 1A.
                                
                                RISK
      FACTORS
                                
                                12ITEM 1B.
                                
                                UNRESOLVED
      STAFF COMMENTS
                                
                                18ITEM 2.
                                
                                DESCRIPTION
      OF PROPERTY
                                
                                18ITEM 3.
                                
                                LEGAL
      PROCEEDINGS
                                
                                18ITEM
      4.
                                
                                REMOVED AND RESERVED
                                
                                18PART IIITEM 5.
                                
                                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                                
                                19ITEM 6.
                                
                                SELECTED
      FINANCIAL DATA
                                
                                20ITEM 7.
                                
                                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                
                                20ITEM 7A.
                                
                                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                
                                23ITEM 8.
                                
                                CONSOLIDATED
      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                
                                23ITEM 9.
                                
                                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                
                                23ITEM 9A.
                                
                                CONTROLS
      AND PROCEDURES
                                
                                24ITEM 9B.
                                
                                OTHER
      INFORMATION
                                
                                25PART IIIITEM 10.
                                
                                DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
                                
                                26ITEM 11.
                                
                                EXECUTIVE
      COMPENSATION
                                
                                29ITEM 12.
                                
                                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                
                                32ITEM 13.
                                
                                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                
                                34ITEM 14.
                                
                                PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                
                                35PART IVITEM 15.
                                
                                EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                                
                                37SIGNATURES
                                
                                38CERTIFICATIONSExhibit
      31 – Management certificationExhibit
      32 – Sarbanes-Oxley Act




2




Forward
Looking Statements — Cautionary Language




Certain
statements made in these documents and in other written or oral statements made
by Brampton Crest International, Inc. or on Brampton Crest International, Inc’s
behalf are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement
is a statement that is not a historical fact and, without limitation, includes
any statement that may predict, forecast, indicate or imply future results,
performance or achievements, and may contain words like: "believe",
"anticipate", "expect", "estimate", "project", "will", "shall" and other words
or phrases with similar meaning in connection with a discussion of future
operating or financial performance. In particular, these include statements
relating to future actions, trends in our businesses, prospective products,
future performance or financial results. Brampton Crest International, Inc.
claims the protection afforded by the safe harbor for forward-looking statements
provided by the PSLRA.  Forward-looking statements involve risks and
uncertainties that may cause actual results to differ materially from the
results contained in the forward-looking statements. Risks and uncertainties may
cause actual results to vary materially, some of which are described in this
filing.  The risks included herein are not exhaustive. This annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and other documents filed with the SEC include additional factors which could
impact Brampton Crest International, Inc.'s business and financial performance.
Moreover, Brampton Crest International, Inc. operates in a rapidly changing and
competitive environment. New risk factors emerge from time to time and it is not
possible for management to predict all such risk factors. Further, it is not
possible to assess the impact of all risk factors on Brampton Crest
International, Inc's business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking statements as a
prediction of actual results. In addition, Brampton Crest International, Inc.
disclaims any obligation to update any forward-looking statements to reflect
events or circumstances that occur after the date of the report.




3




PART I




ITEM 1.
DESCRIPTION OF BUSINESS.





Except
for historical information contained herein, the following discussion contains
forward-looking statements that involve risks and uncertainties.  Such
forward-looking statements include, but are not limited to, statements regarding
future events and the Company’s plans and expectations.  Actual
results could differ materially from those discussed herein.  Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed elsewhere in this Form 10-K or incorporated herein by
reference, including those set forth inManagement’s Discussion
and Analysis or Plan of Operation.





Unless
otherwise noted, references in this Form 10-K to “Brampton” the “Company,” “we,”
“our” or “us” means Brampton Crest International,  Inc., a Nevada
corporation.





Corporate
History





Brampton
Crest International, Inc. (the “Company"), a Nevada corporation, was originally
organized as Selvac Corporation, a Delaware corporation. On June 28, 1982,
Selvac Corporation restated its Certificate of Incorporation and changed its
name to Mehl/Biophile International Corporation. On March 22, 2000, the Company
reorganized as Hamilton-Biophile Companies. On November 26, 2001, the Company
re-domiciled to Nevada. Hamilton Biophile Companies changed their name to
Brampton Crest International, Inc., effective on November 18, 2004.





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





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





Laurentian,
as a licensed mortgage lender, sought to develop its loan business through an
established network of finance industry contacts developed by its management and
by seeking the participation by other originators known to the company
management. Laurentian loans were to be both short and medium term, secured by
accounts and trade receivables, real estate, credit card receivables, equipment
letters of credit and shares of stock. The originators from whom Laurentian were
to purchase participations were established companies known to Laurentian
management. Currently Laurentian is an inactive Company. Prior to becoming
inactive in this line of business, Laurentian made a loan totaling $200,000 to
America's Emergency Network, LLC. As a result of this loan transaction, the
Company became interested in acquiring AEN.




On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company ("AEN"), Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into the Company
such that AEN continued as a wholly owned subsidiary corporation of the Company.
As a result of this transaction, the Company issued a total of 100,000,000
shares of Common Stock to the former members of AEN. Shortly after the Company's
acquisition of AEN, the loan origination business of Laurentian ceased, to
concentrate the Company's resources on the business of AEN.





General
Overview





The
Company originally was engaged in the sale and distribution of consumer personal
care products and professional laser hair removal. The Company phased out these
former operations during the second quarter of 2008.  Prior to that,
revenue from the cosmetics and non-prescription dermatology products was
generated through the use of one independent sales consultant, who covered
Florida. The consultant was terminated and, as sales were continuously
lackluster, the Company completely re-focused its energies and resources into
the development of the business of AEN.





AEN’s
mission is to be recognized as the leading aggregator and distributor of
critical video information from emergency operations centers and other
government entities to the general public, the media, and other disaster
agencies.  AEN designed a  robust, fail-safe,
satellite-based system to provide the reliability and redundancy necessary to
allow critical information to flow – even after traditional communication
systems (such as telephones, cell phones, and internet connections) have
failed.  AEN’s process of gathering and distributing critical
information to the public is designed to work before, and especially after, a
disaster.




4




AEN
Business Summary





AEN
developed a technology and built a network to distribute emergency information
from emergency operation centers, municipalities, and other government entities
to the general public, the media, first responders, and other government
agencies. AEN is designed to be the communications system that emergency
managers use when urgent information needs to be dispensed, thus filling
critical voids in the nation’s emergency communications
system.  Designed by Bryan Norcross, until 2008, CBS News’ hurricane
analyst, and Max Mayfield, immediate past director of the National Hurricane
Center, the AEN system was designed to be the conduit that emergency managers
and other government officials responsible for disaster preparation, response
and recovery would use to get video news briefings containing life saving
instructions to the media and directly to the public.




America's
Emergency Network is designed to link Emergency Operations Centers (EOCs) in
state capitals, cities, towns, counties, school boards, and other government
entities with the general public, media outlets, and other government agencies.
 The satellite-based system is designed to send video feeds of news
briefings by emergency officials to all users instantly.  The
satellite-based system is designed to operate before and after disasters, even
when telephone, cell phone, and terrestrial internet systems have failed. 
In addition, during short-fuse emergencies, such as tanker accidents and
bio-hazards, America's Emergency Network is designed to provide an instant
communications link directly to all subscribing media outlets.  Critical
information can reach the public much sooner because all subscribing media
outlets would be able to receive the video feeds instantly and
simultaneously.





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





With AEN,
for the first time emergency managers of governmental entities which subscribed
to our service had direct, always-on satellite connections to the media and the
public.  With the AEN design fully implemented, broadcast television
stations, online newspapers, cellular carriers and other key media partners will
have the ability to receive live video feeds of news briefings from government
agencies – as they occur – without the need to deploy reporters, camera
crews, or satellite equipment.  The general public will receive the
same briefings via the internet and, eventually, on dedicated cable, satellite,
and broadcast television channels (AEN-TV).  Additionally, the same
distribution backbone will be used for those who subscribe to our service to
distribute video feeds from non-governmental organizations (such as universities
and health-care organizations) and for private businesses, which would provide
additional revenue streams for AEN.




AEN
hardware has been installed in ten (10) governmental agencies in Florida,
including the National Hurricane Center in Miami.  During Tropical
Storm Fay and Hurricanes Gustav, Hanna, and Ike in 2008, and Hurricane Ida in
2009, governmental personnel successfully used AEN to broadcast live briefings
on the storms.  These broadcasts included storm forecasts, evacuation
plans, school closings, shelter locations and other critical information.
 Important localized information was carried live by the Weather Channel
website (weather.com), the Miami Herald (www.miamiherald.com), and nearly 90
other sites in 2009. The information, especially in the storm areas, was widely
viewed.   The feedback from the use of the system was very
positive from our governmental and media partners, and we received several
inquiries from additional governmental agencies, media outlets, and private
companies interested in utilizing our service – both in and out of
Florida.





The video
capabilities of the system were first successfully demonstrated in early June
2008 during the annual Florida Hurricane Exercise, when news briefings were sent
from the state emergency operations center in Tallahassee to emergency managers
around Florida and in Washington, DC, New York newsrooms, and other
locations.  In addition, video feeds from local offices were received
at the state center, demonstrating a capability not previously available;
namely, to see news briefings being held at county emergency centers in real
time.   Key emergency personnel of all levels took note of the
clear benefits afforded by the AEN network.





The
underlying technology that AEN developed to inexpensively distribute video feeds
from remote locations to websites and broadcast outlets has many applications
outside of emergency communications.  In addition, the cost savings of
the AEN video distribution system will be especially attractive in the era of
shrinking budgets.  Inquiries have come from third-party companies
with clients in other arenas than government.  They have asked how the
broadcast media, for example, could use the AEN live-video-optimized network in
their operations and to save money.




5




Management
is aware that recent worldwide economic events have created substantial
uncertainty in both the size and administration of governmental
budgets.  In spite of the favorable response to the deployment of the
AEN system, our projected rate of revenue growth has been adversely affected by
the current economic environment which is negatively affecting tax revenues in
many jurisdictions.   However, our management believes that
overall future anticipated demand for our services will continue to be
robust.   In light of the economic climate, the Company is
developing an entry-level system that will allow municipalities and other
government agencies to distribute their live video, but with fewer features and
back-up systems than the original AEN system.  Management expects to
test and deploy this new, more efficient version of its system in
2010.





Management
believes that the business opportunities for the AEN system are present and we
are working on capitalizing on these opportunities. However, we will need
additional capital to finance our operations and to pursue such sales
opportunities.   In addition, monthly expenditures for personnel and
business operations have been decreased to preserve our limited
capital.  It is expected, however, that staffing will increase again
when sales are generated and revenue increases, of which no assurances can be
given. See "Risk Factors."




In July,
2008, AEN signed a strategic agreement with Peacock Productions, a division of
NBC News, which in turn is a division of NBC Universal, Inc., pursuant to which
AEN provided to Peacock its expertise and experience on engineering and
meteorological issues.  In return, AEN was provided with a revenue
stream and an opportunity to actively explore new potential uses and deployments
of the AEN network with industry leading, world-class brands including the
Weather Channel. The agreement, which ended April 30, 2009, provided close and
regular interaction between AEN, NBCU, and the Weather Channel during which time
AEN provided advice with respect to matters such as growth opportunities in
programming and technology. AEN and the Weather Channel continue to work
together to provide an outlet for AEN-generated video streams to the public and
joint proposals to deploy AEN systems with federal funding.





AEN is
seeking to execute reseller agreements with key sales partners to take advantage
of multiple regional and national sales forces to increase the scope of the AEN
video distribution network.  It is the Company’s strategy to utilize
established sales networks to take the AEN hardware and video distribution to
market instead of growing a large sales force in house.  We can
provide no assurances that management's plans for sales and marketing of the AEN
hardware and video distribution will be successful. See "Risk
Factors."





Background
of the United States Emergency Communications System





Since the
terrorist attacks of Sept. 11, 2001, the topic of inoperable and ineffective
“emergency communications” has been heavily discussed and actively legislated in
Washington, D.C.  Hurricane Katrina further highlighted systemic gaps
in the nation’s emergency communications system, and served as a stark reminder
of the public safety hazards caused by ineffective and incomplete
communications.





The lack
of effective emergency communications is partly attributable to the absence of a
dedicated, emergency communications network in the United
States.  During a crisis, government officials generally rely on the
same news-gathering and reporting systems that serve us every
day.  Unfortunately, neither the technical infrastructure nor the
operational systems that serve the “everyday” news cycle are designed to operate
under the strain of a disaster.  Daily news gathering and reporting
are frequently limited to short “sound bites,” and can be subject to several –
often competing – objectives.   In contrast, emergency
communications have a much more direct and refined set of goals: be immediate,
be clear, and cover all important issues and affected geographic
areas.  Emergency communications cannot be satisfactorily fulfilled by
the traditional news-gathering framework.  This fact is confirmed
every time a regional disaster stretches the capabilities of the local media
beyond their ability to fully inform the public.





In
addition, in the modern world, blogs and various social-networking websites and
mechanisms provide a continuous flow of information during a disaster
situation.  This information is often inaccurate or incomplete,
however, which can cause public confusion.  The AEN design represents
the the only system that has been deployed so that municipalities and agencies
would be able to distribute official live video news briefings through media
websites in order to minimize rumors and to correct
misinterpretations.





There is
no standardized, dedicated, and secure distribution infrastructure deployed
nationally for disseminating live video feeds of critical information and
instructions issued by local, state, and federal emergency management agencies
that overcomes the delays and incomplete-distribution limitations of the
everyday news-coverage system. The AEN design fills that need.  Local
municipalities are especially handicapped by the current system because of the
practical and physical limitations intrinsic to covering news.  For
example, major television stations and newspaper websites do not have enough
crews to cover the news briefings that would be held in every municipality in
their coverage area after a regional disaster.  However, during an
emergency, each mayor or emergency manager has valuable information to dispense
– information that could be critical to the health and safety of the residents
in his/her area of responsibility.  (This problem has been amplified
by the aggressive staffing cuts being made by local media outlets.) The AEN
system is designed to fill this large, and growing, gap in the emergency
communications system. AEN envisions that all municipalities, regardless of
their size, will be able to subscribe to and then participate in the AEN
emergency-information distribution system, and feeds will be accessible by media
outlets without relying on the availability of reporters, crews and/or field
resources.




6




In
October 2006, Congress enacted the Warning, Alert and Response Network Act (or
the WARN Act) that directed the Federal Communications Commission to establish
an Advisory Committee and develop a national system of sending emergency alerts
over mobile devices.  The envisioned Integrated Public Alert and
Warning System (known as “IPAWS”) is in development, but has not been
deployed.  The effort is one step toward improving emergency
communications.  The primary goal of the WARN Act is to alert the
public that an emergency situation has occurred, not to provide detailed and
ongoing information about that event. In fact, the FCC has set a standard of 90
characters as the length of these alerts, meaning that only a minimal amount of
information will be conveyed. Members of the public will still be required to
turn to broadcast media or the internet fordetailed
information.





AEN is
designed to be the conduit to disseminate that criticaldetailed information to
broadcasters and websites.  Numerous companies are in the “alerting”
business, and the IPAWS project is a governmental effort directed at
disseminating an alert, but to our knowledge there is no other company or agency
in the business of distributing video news briefings with in-depth, emergency
instructions for the public.  The AEN system is designed to collect
and distribute the practical, detailed, and localized information that people
need to understand the scope of the emergency and perhaps more importantly to
quickly and reliably access post-disaster information that directly affects
their lives.





Markets





The
Company expects there to be two distinct markets for its video distribution
system: government emergency communications and live video distribution for
private companies and other entities.





The
Company expects the government market to grow.  Over the next several
decades, the projected number of dangerous storms, natural disasters, i.e.,
earthquakes, tsunamis, volcanoes, tornadoes, hurricanes, and floods will create
an environment in which an efficient, effective, and structured emergency
communication system will become increasingly critical.  Many
governmental entities – notably cities and less-populated counties – are already
acutely aware of the need to have live, direct access to their constituents
during emergencies created by these events and others.  At the current
time, there is no organized, secure, national system in place to distribute
official emergency news briefing by government officials to the public, the
media, and other interested parties.





Since the
formation of the federal Department of Homeland Security and the related
security focus at all levels of government, the information gap has become more
evident and acute.  Literally thousands of cities and other government
entities now have an emergency operations plan, including a dedicated physical
center – ranging from a room to an entire complex – used to handle emergency
tasks such as evacuations and supply chain coordination.  Until AEN,
however, there was no dedicated, robust communications system designed or
planned to disseminate the information that these centers produce to the public
and/or the media.





In
addition, the private sector has developed an acute awareness that emergency
planning – including emergency-communications planning – is good policy and good
for business.  Many businesses have formally recognized both the human
and economic benefits that accrue from having disaster-related plans and
incorporating these plans throughout all levels of their organizations. Indeed,
many prominent insurance companies offer discounts and other incentives relating
to disaster preparedness.  The management believes that this awareness
provides an open door for AEN to recommend that its services be incorporated as
an integral part of a complete companywide disaster-response plan. To that end,
the same technology that will allow governmental agencies to reach the public
before, during and after disasters will be equally effective for
non-governmental agencies and private businesses.  The AEN-based
system is designed to be a key component of business disaster
planning.





The AEN
network and underlying technology has numerous applications outside of the
government space.  The Company intends to market a line of
video-streaming products and configurations to meet the video-distribution needs
broadcasters and networks, schools and universities, healthcare facilities,
churches and other private entities.  AEN’s original network design
combined terrestrial internet and satellite connections, so the system is
flexible enough to be used for many applications and in many
arenas.  AEN was the first company to utilize a new Hughes Network
Systems satellite, which went into operation in 2008, which provides features
and capabilities that complement the Company’s products and goals.  At
this time, management believes that AEN is still the only public video-streaming
network built around this satellite, and that the delays inherent in the
development process required for another company to build a similar network
provide AEN an opportunistic position in the marketplace.





General
Company Description





History





America’s
Emergency Network, LLC was a Florida-registered limited liability company
founded by Bryan Norcross and Max Mayfield in 2007 to implement
AEN.  On March 19, 2008, the LLC merged into a subsidiary of the
publicly traded company, Brampton Crest International, Inc. (OTBB: BRCI), and
became America’s Emergency Network, Inc. (“AEN”), a Florida
corporation.  AEN is a wholly owned subsidiary of Brampton Crest
International, Inc. Norcross and Mayfield are shareholders and the key strategic
visionaries of the Company.   Norcross serves as Brampton’s and
AEN’s President and Chief Executive Officer. See "Item 13."




7




Services





The AEN
network design is a multi-part system that gathers, distributes, displays, and
archives emergency information generated by local, state, and federal
governmental agencies.  The design does not allow AEN to alter or edit
the content, nor provide any commentary or analysis.  Each
municipality or agency remains in full control of its information, and decides
when (or under what conditions) to send out live video
feeds.  Analogous to C-SPAN’s broadcasts of raw, unedited, live video
of the House and Senate proceedings, the AEN design allows emergency news
briefings from any subscribing governmental entity with and instructions for the
general public to be disseminated.





The video
feeds sent out by government agencies are distributed to multiple
websites.  On media sites (owned by newspapers, television stations,
etc.), the public would be able to view the live news briefings free of
charge.    In addition, the design allows video feeds to be
recorded so they can be viewed after the news conferences have
concluded.  With the AEN system widely deployed, members of the public
will have access to the full set of emergency information and instructions for
their area (free, for a reasonable time after the event) even if they miss the
live coverage.





Subject
to sales and additional financing to expand our operations, we plan to produce
TV channels – local and national versions of AEN-TV – airing selected video
feeds and text bulletins so those without access to the internet can readily
access critical information. Local versions of AEN-TV would put a priority on
any information coming from emergency management offices in the region where
they are broadcast.  The national version would air the most critical
feeds as designated by local emergency managers across the country.





The AEN
design allows an agency to control its feeds by an easy-to-use switch control
box.    Each subscribing governmental entity, big and small,
will be able to feed its emergency briefings to local-media websites for
distribution to the public.





AEN’s
business model call for video feeds to be distributed for free to the public on
the internet via media websites, while access to “premium” content (such as
broadcast-resolution video streams – whether live, recently recorded, and/or
archived) would be sold on a subscription basis to television outlets and other
entities.





Additional
revenue would be generated by leveraging AEN’s technology and distribution
backbone for private business.    Broadcasters and networks
have a need for a new method for gathering video feeds and for providing
“backhaul” video to reporters at remote locations that is less expensive than
traditional video transmission and back-haul systems.  Many private
businesses and other entities would benefit from being able to distribute video
of a special briefing or event to media outlets for broadcast.  The
AEN infrastructure’s design can fill many of these needs.




Start-Up Summary: The
Successful Completion of “Phase 1”





Since
inception, the Company envisioned a deliberate, planned phased rollout of the
architecture, development, and subsequent deployment and monetization of the AEN
network.   The phased rollout was split into three general
categories:  Phase 1, consisting of proof-of-concept and beta
deployment of the communications system and database; Phase 2, which includes
initial monetization efforts and distribution and expansion of the network
through agreements with resellers; and Phase 3, which consists of the full
deployment of the network including expansion of the AEN infrastructure for use
by private businesses, monetization of the expanded network, the launch of
AEN-TV, and the active pursuit of all revenue sources.





Commencing
in 2007, the Company pursued the goals of Phase 1, with the intent to complete
that phase at the end of 2008. However, as a direct result of the combination
of: the March 2008 merger transaction with Brampton Crest International, Inc.
(pursuant to which AEN became a wholly-owned subsidiary of a publicly reporting
entity1);
prudent product development decisions, which enabled rapid deployment2;
and requests from beta-test clients to use the system for real-world public
distribution of their news briefings, the Company’s operational evolution
accelerated, which increased the need for capital.  Phase I was
completed in mid 2009.  AEN is still in Phase 2 of its growth plan,
the completion of which has been delayed by general economic conditions which
slowed the company’s ability to secure necessary funding to support its plans in
2009.    The original AEN network was maintained and used
through 2009 while new technologies were explored to allow AEN services to be
deployed at a lower cost to both the customer and AEN.  The management
plans to begin the transition to the new, more cost-effective technology in the
second quarter of 2010, while it retires the legacy network.  Funds
raised by AEN’s parent (Brampton Crest International, Inc.) were not invested
exclusively in the development and operation of AEN; rather, a portion of the
proceeds have necessarily been spent on legal, accounting, insurance, and other
costs relating to costs of regulatory compliance and the operation of
the public entity.




8




Company Locations and
Facilities





The
Company is currently headquartered in Miami, Florida pursuant to a
month-to-month arrangement which runs through April 30, 2010.  See
"Item 2."  The management intends to sign a new lease with economically
more favorable terms.  However, the existence of corporate
relationships, back up facilities, and remote operations capabilities will
frequently necessitate key personnel to be located elsewhere.





Market
Analysis





Today, we
are experiencing rapid growth in both the need for emergency information on a
timely basis and the need to distribute video feeds less expensively than
traditional methods.





In the
emergency communications arena, the ability of government officials to
communicate vital emergency information directly to the public, the media,
government agencies, non-governmental organizations, and/or other entities is
critical and challenging during a crisis.  There are three separate
communications systems – each with different goals – at work in a disaster
situation:





a.Intra-government
communications systems;




b.
Publicemergency alert
dissemination systems; and




c.
Publicemergency
information dissemination systems





Intra-Government
Communications Systems





First
responders need to be able to talk to each other – firemen to policemen, for
example. Or, when a natural disaster knocks out traditional communications
links, FEMA needs to be able to reach local officials. Numerous government
initiatives are underway to link the various disaster-response agencies, and
this type of agency-to-agency communication isnot the focus of AEN’s
design. However, the AEN design provides emergency managers with a mechanism to
distribute their briefings to the media when traditional communications systems
have failed. Widespread dissemination of such emergency information and
instructions can aid first responders – and government operations in general –
as well as the general public.




Public
Emergency Alert Dissemination Systems





In
today’s world of iPods, satellite radio and other non-mainstream-media
entertainment systems, there is an increased risk that people will not get the
word that a tornado is bearing down or some other high-risk event is
transpiring.  Numerous plans have been put forth by government and
private companies to solve even a slice of this problem, including using the
digital signals of public television stations and, of course, a variety of
systems to distribute messages to cell phones.





As
previously noted, the WARN Act (passed by Congress in 2006) directed the FCC to
create a standard for sending short alert message via the mobile-phone SMS
system.  The first step in creating that standard was issued by the
FCC in April 2008. In the aggregate, the new, digital alerting systems are
called the Integrated Public Alert and Warning System, or IPAWS.





These
systems, real and proposed, are designed to alert the public that a high-risk
event isimminent
orunderway, and that
they should take action or seek additional information. The messages are short
(the new FCC standard only allows 90 characters) and similar to a news headline
or synopsis.  The systems are not designed for, nor can they carry,
complex instructions, explanations, or video.





Public
Emergency Information Dissemination Systems





In
contrast to both intra-governmental communications and the public-alert short
messages described above, public emergencyinformation  dissemination systems convey the practical,
detailed information and instructions that people need to understand what has
happened and (of equal or more importance) what their governmental officials are
instructing them to do.  America’s Emergency Network is designed to
carry this type of critical information.  AEN’s design envisions a
reliable, centralized database and distribution system for national distribution
of official disaster-related news briefings, and viewing of that information via
live streaming (as the information is delivered) or by access to archives of the
video streams.





Traditionally,
in the United States, commercial broadcasters – radio and television – have been
the main conduits for government emergency information to reach the
public.  For instance, when the National Weather Service issues
bulletins with important warnings about severe weather, those advisories are
communicated over news-oriented media outlets, and somewhat less often on
entertainment stations.  In large-scale emergencies, officials hold
news conferences with instructions and information for the
public.  The media disseminates the information to the extent it is
able, given physical, technical, and personnel limitations. When traditional
media resources are limited, which they always are after a disaster, the
distribution of emergency information can be delayed or degraded. That is not
the case with the AEN design, which would not be subject to such traditional
limitations.




America’s
Emergency Network – on the internet and television – is designed to fill the
critical need to get information from responsible officials to the public during
an emergency.  Government cannot serve residents and businesses
without the means to communicate with them, and those means must be robust,
secure, and storm-resistant.  Without AEN, or a similar system (no
others have been proposed, to our knowledge), the communications gap will
continue.  In addition, the general economic climate is putting
pressure on budgets in all industries making the cost-saving aspect of AEN
technology attractive.




9




Business
Strategies





Strategic
Overview





America’s
Emergency Network was designed to become the primary conduit for
emergency-management communications.   That is, a robust system
which will continue to function when traditional emergency communications
systems break down – as often happens during disasters and times of
crisis.  AEN’s design focuses on the technology and the communication
network that distributes the video streams, the means by which video feeds
containing critical information and instructions are distributed by the
government to the public, the media, and other agencies.  In addition,
the same technology can be used to send video from a school or university to
media outlets and the internet, among numerous other applications.





Operational
Strategy





Media
coverage of a disaster situation suffers greatly from a lack of credible
information.  Reporters are, in general, rooted in one place due to
the difficulty of moving around in a disaster zone.  As a result, they
communicate what they see and know based on the perspective of their immediate
location and secondhand reports.  At best, they receive sporadic
reports from the large city halls and/or major emergency management offices, but
normally they have no link with suburban or outlying areas, even if they are
only a few miles away.  Sometimes, they have no access to any official
information, even secondhand.





After
Hurricane Katrina, this problem was acute in the smaller, lower-profile parishes
and counties outside of New Orleans and coastal Mississippi.  Days
went by while no reports came from those areas because all available media
manpower was concentrated in the high-profile cities.  These other
affected areas suffered from a communications blackout because there was no
functioning infrastructure with which officials could transmit their
message.  Instead, they waited for days for the media to come to them
– days when no vital information from those communities was being broadcast.
AEN’s design allows all areas to be served equally, from the biggest city to the
smallest town, eliminating communications dead-zones.





Information
that might be distributed and stored by the AEN system, even if the media is
rooted in the big cities, would be available so reporters would still have
access to emergency messages from the surrounding communities. If each
municipality had a presence on the internet, residents who have evacuated would
be able to stay informed about what’s going on back home by monitoring news
briefings and bulletins being “broadcast” on media websites connected via AEN to
their town, county or parish’s video stream.





In the
years since Katrina, blogs and social-networking websites have dramatically
increased their role in the emergency-communications process.  The
information that is dispensed through these mechanisms, however, is often
incomplete or inaccurate.  AEN is designed to provide municipalities
and government agencies a conduit for the distribution of official information
and instructions to counteract the rumors and misinformation that are often
circulating in a disaster situation.





The same
underlying technology used to develop the government system can also be used to
send video to websites or broadcast outlets from sporting events, conference
halls, schools and universities, health-care facilities, and other fixed
locations.  The cost of sending video using the AEN design is a
fraction of traditional transmission costs.  This savings is
accomplished by utilizing newly available dedicated-bandwidth satellite data
channels, as opposed to standard, costly video transmission
systems.





Physical Infrastructure
Strategy





When a
disaster occurs, the ability of government officials to communicate with the
affected public is restricted by the post-event state of the technical systems
of surviving local broadcasters, including the physical, electronic connections
between city and county emergency management centers and the radio and
television stations that cover that area.





Currently,
when phone and cable lines, cellular-phone towers and the power grid are knocked
out during a disaster, most emergency management offices, city halls and other
functioning government agencies are isolated and unable to reach the public
(either directly or through the media) with vital instructions and
information.  There are a number of programs underway to ensure that
government officials – fire rescue, police, FEMA, the Coast Guard, etc. – can
communicate with each other (the term is “interoperability”), meaning that
emergency managers will have a better picture of the disaster.  But,
without a robust communications infrastructure that connects emergency
operations centers to the surviving media and the public, the information and
instructions they produce will most often not reach the people who need
it.




The
creation of the Department of Homeland Security, and the accompanying systems
and procedures, has made the problem even more acute.  Now, most
cities of any size have an emergency operations center where instructions and
information are generated for the community.  Previously, in much of
the United States, only relatively large (geographically or in population)
governmental entities have had a centralized operation that activated during
disasters.  The post-9/11 configuration means that full media coverage
is impractical, especially in large metropolitan areas.  No news
organization has the resources to send crews to every
municipality.  After a disaster, 24/7 coverage of big-cities’
emergency operations centers challenges local-media resources, let alone
covering all of the new suburban EOCs, of which there are likely dozens in a
major metro area.  AEN is designed to be the conduit for all
governments tosend
their video feeds to the media instead of waiting and hoping for the media to
come to them.




10




Not all
emergencies knock out communications, but even if the wires stay up, Americans
are more vulnerable without a dedicated emergency communications
system.  Most people don’t realize it, but if a tanker car overturns
and a neighborhood needs to be evacuated, there isno system that responsible
public officials can use to immediately communicate the exact boundaries,
evacuation routes, shelters and other critical details to the local media, and
thereby to the public.  The necessary organized, structured, direct
connection between government officials and the media (and therefore the public)
is missing.  AEN is designed to bridge that gap.





When
hundreds of thousands of residents of the New Orleans area and southern
Mississippi found themselves away from home after Hurricane Katrina, they had no
access to official, local information from their hometowns.  Some
surviving TV and radio stations were streaming on the internet, but seeing those
feeds required high-speed internet access, and, worse, those news stations did
not have connections to the cut-off areas to get accurate information to pass
along.





In
addition, most radio stations and many TV stations have no news-gathering
capabilities (they carry entertainment programming or play music 24 hours a day)
and have no way to receive the detailed information from emergency operations
centers so it can be relayed.  AEN solves this problem.





AEN is
designed to provide the organization, physical infrastructure, and the
distribution framework so government officials can instantly distribute a
detailed message to the media (and therefore to the public) on a timely
basis.  AEN can connect all emergency management offices to all media
outlets using readily available, proven technology.  No matter how far
away from the affected city the control point of the radio station might be, the
station operator can receive an official notification and broadcast the
emergency-information feed from the local authorities.  An operator in
Dallas, for example, that is controlling a radio station in Minot, North Dakota,
would know to switch to an AEN-distributed live announcement from Minot city
hall at the prescribed time if there were a disaster in that station’s coverage
area.  In addition, the announcement would be stored on media websites
so it could be retrieved and repeated as required.





Business
Development





The
success of AEN’s government communications system depends on the cooperation and
support of the emergency management community, local municipalities, and
government agencies.  Like C-SPAN, the content on AEN will be
unedited, government-generated information.  But, unlike C-SPAN where,
in general, the cameras are simply showing events that would happen even if
there was no coverage, the convenience and reliability of the AEN communications
system will enable emergency managers to hold news briefings much more
frequently than in the past.




During
the beta-test period, the technical infrastructure of the central AEN database
was assembled, tested and refined, and access to AEN-gathered emergency
information was sent to a limited number of media websites.  After the
initial test at the Florida Division of Emergency Management in Tallahassee,
that agency generated an assessment report from input it received from inside
and outside the organization.





When a
critical mass of information from government entities is available in the
Central Database – sufficient to sustain a viable and credible 24/7 television
channel – AEN-TV is planned to be launched.  The television channel is
expected to lag full-production (as opposed to beta-test) internet distribution
by more than a year while the number of emergency offices feeding into the
system increases.





A secure
and robust connection to television outlets will be accomplished through a
private satellite IP network which is a key part of the AEN system
design.  Each TV station or network will need to have a 1.2 meter
satellite dish and an IP receiver (purchased through AEN) to receive the
broadcast-resolution streams.  Radio stations will be able to receive
the audio portion of the emergency feeds by connecting to the websites that are
streaming the live news briefings.  Stations which install a back-up
satellite connection will continue to have access to the feeds after a disaster
even if terrestrial communications systems have failed with AEN widely
deployed.





AEN’s
decision to distribute the streams to media websites for distribution to the
public will assure that the information is available during heavy traffic
periods.  Media websites are already designed for large fluctuations
in traffic, and distributing the streams through multiple sites will assure the
demand is spread over many servers.





In
addition to the government initiatives, the Company envisions developing
products for the private marketplace.  The products would be similar
to or based on the government products, and have the same technological
base.  In many cases the same IP network, which was especially
designed for video distribution, would be utilized in serving the education,
healthcare, and corporate markets.





AEN’s
business model is to sell its stream-broadcasting hardware and to charge a
recurring subscription fee for access to its distribution network to government
agencies and other entities which want to communicate directly to the public
through the media.  In addition, revenue is envisioned from distributing
the content through media websites, either by charging those outlets
subscription fee for the unique video content AEN provides or through an
advertising revenue-share arrangement with the websites.  In 2010, subject
to availability of additional financing to meet our capital resource needs, AEN
is expected to begin distributing live video feeds for television broadcast over
its network.  This service will also be sold on a hardware plus recurring
subscription-fee basis.




11




Strategic
Alliances





In the
modern world there is an ever-growing list of audio, data, and video
communication devices that people use. This growing trend requires that
emergency messages be distributed and delivered through a multitude of channels
and in a variety of technical formats for the information to reach the general
public.  This requires undertaking strategic alliances with “best of
breed” communications businesses that can broaden the reach of the emergency
messages, for the benefit of AEN and the public.  Conversely, the AEN
alliance will bring credibility, added importance and public relations benefits
to the strategic partners. The Company has already developed several key
alliances, and is continually in the process of developing additional such
relationships.




Hughes Network Systems,
LLC.  AEN has a contract with
Hughes Network Systems, LLC (HNS) under which, among other things, HNS provides
IP satellite service, a key component of the AEN design.  AEN was the
first customer on Hughes’ new SPACEWAY3 satellite in June 2008.  This
unique state-of-the-art satellite provides a high-bandwidth channel so video
feeds can be distributed from remote locations to media websites and television
outlets.  For the first time, broadcast-ready video can be
inexpensively sent from any location via an IP feed over
SPACEWAY3.  The strategic relationship with HNS permits the AEN design
to provide the benefits associated with the reliability of satellite
communication and transmission (which service operates even when
terrestrial internet connections are down) and broadcast-ready feeds at a
lower price than was previously possible.





VBrick Systems. The Company
has developed a close and ongoing relationship with VBrick Systems, Inc., the
world leader of live, online networked video solutions.  VBrick is an
industry leader in providing equipment possessing the design, specifications,
and capabilities necessary for emergency
communications.  Specifically, VBrick provides the Company with the
encoders necessary to convert analog video and audio into streams that can be
then reliably distributed through AEN’s distribution network.





Weather
Channel/NBC:  In 2009, the Weather Channel carried AEN Network
feeds on its website (weather.com).





Weather Decisions Technologies(WDT) :  WDT places high-value video content on media websites
and markets AEN’s government-agency live video feeds nationally.





The
Company intends to pursue additional strategic relationships with important
vendors, technology partners, and key distributors.





Employees





The
Company’s team currently consists of three (3) employees and several independent
contractors.  Each management hire has been carefully selected to
address immediate needs in particular functional areas, but also with
consideration of the Company’s future needs during a period of expected growth
and expansion.  Value is placed not only on outstanding credentials in
specific areas of functional expertise, but also on cross-functionality,
collegiality, a strong knowledge of content acquisition and distribution, along
with hands-on experience in scaling operations from initial beta and development
stage through successful commercial deployment.





WHERE
YOU CAN FIND MORE INFORMATION





You are
advised to read this Form 10-K in conjunction with other reports and documents
that we file from time to time with the SEC.  In particular, please
read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we
file from time to time.  You may obtain copies of these reports
directly from us or from the SEC at the SEC’s Public Reference Room at 100 F.
Street, N.E. Washington, D.C. 20549, and you may obtain information about
obtaining access to the Reference Room by calling the SEC at
1-800-SEC-0330.  In addition, the SEC maintains information for
electronic filers at its website http://www.sec.gov.




ITEM 1A
- Risk Factors





An
investment in our common stock involves a high degree of risk. You should
carefully consider the following information about these risks, together with
the other information contained in this Annual Report on Form 10-K, before
investing in our common stock. If any of the events anticipated by the risks
described below occur, our results of operations and financial condition could
be adversely affected which could result in a decline in the market price of our
common stock, causing you to lose all or part of your investment.




12


OUR
BUSINESS PLAN CALLS FOR EXTENSIVE AMOUNTS OF FUNDING AND WE MAY NOT BE ABLE TO
OBTAIN SUCH FUNDING WHICH
COULD ADVERSELY AFFECT OUR BUSINESS, OPERATIONS, AND FINANCIAL
CONDITION.
  We will
be relying on additional external equity and/or debt financing and funding.
While we have accepted a subscription agreement to receive up to six tranches of
$250,000 each, to this date we have received $20,000 and an additional $230,000
is due to be paid the week of April 19, 2010 under the terms of the
agreement.  We can provide no assurances that we will receive said
additional funding or other financing on terms satisfactory to us.  If we
cannot achieve the requisite financing and complete the projects as anticipated,
this could adversely affect our business, the results of our operations,
prospects, and financial condition.


OUR
BUSINESS PLAN RELIES ON SIGNIFICANT REVENUE FROM NATIONAL, STATE AND LOCAL
GOVERNMENTS AND REDUCTION IN GOVERNMENT REVENUE COULD EFFECT OUR BUSINESS
PLAN





A
significant portion of our business plan relies upon our ability to successfully
charge licensing and other fees to governmental agencies, universities and
others for our services.    The recent worldwide financial
crisis, coupled with dramatic reductions in state revenues due to reduced
property values and the economic downturn, creates substantial additional
uncertainty in both the size and administration of governmental, school and
other-entity budgets.  In turn, our business plan may be adversely affected
if these budgets are reduced, if any limitations or restrictions are placed upon
the acquisition of new products or services like ours (such as a “freeze” on new
products or services) or if expenditure priorities are changed, particularly if
budgets available for emergency management services are reduced.  We
can provide no assurances that our business plan to develop the AEN network will
be successful or that our operation will be successful.




FAILURE TO ACHIEVE AND MAINTAIN
EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE
SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND
OPERATING RESULTS.




It is
time consuming, difficult and costly for us to develop and implement the
additional internal controls, processes, written and reporting procedures
required by the Sarbanes-Oxley Act.  We have identified material
weaknesses which are described under Item 9A. We have hired an outside firm to
attempt to cure these material weaknesses. We also may need to hire additional
financial reporting, internal auditing, and other finance staff in order to be
in compliance with Section 404. If we are unable to comply with these
requirements of the Sarbanes-Oxley Act, we may not be able to obtain the
independent accountant certifications that the Sarbanes-Oxley Act requires of
publicly traded companies.




If we
fail to comply in a timely manner with the requirements of Section 404 of
the Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material weaknesses in our internal controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause investors to lose confidence in our reported financial information and
have a negative effect on the trading price of our common stock.




Pursuant
to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we
are required to prepare assessments regarding internal controls over financial
reporting and furnish a report by our management on our internal control over
financial reporting. The requirement to document and test our internal control
procedures in order to satisfy these requirements has resulted in increased
general and administrative expenses and has shifted management time and
attention from revenue-generating activities to compliance activities. While our
management has expended significant resources in this effort, there is no
assurance that our auditors will be able to issue for year ended December 31,
2010 an unqualified opinion on management’s assessment of the effectiveness of
our internal controls over financial reporting. Failure to achieve and maintain
an effective internal control environment or complete our Section 404
obligations could have a material adverse effect on our stock
price.




In
addition, in connection with our on-going assessment of the effectiveness of our
internal control over financial reporting, we have discovered (and may in the
future discover) “material weaknesses” in our internal controls as defined in
standards established by the Public Company Accounting Oversight Board, or the
PCAOB. A material weakness is a significant deficiency, or combination of
significant deficiencies, that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected. The PCAOB defines “significant deficiency” as a
deficiency that results in more than a remote likelihood that a
misstatement of the financial statements that is more than inconsequential
will not be prevented or detected.




In the
event that a material weakness is identified in the future, we will employ
qualified personnel and adopt and implement policies and procedures to address
any material weaknesses that we identify. However, the process of designing and
implementing effective internal controls is a continuous effort that requires us
to anticipate and react to changes in our business and the economic and
regulatory environments and to expend significant resources to maintain a system
of internal controls that is adequate to satisfy our reporting obligations as a
public company. We cannot assure you that the measures we will take will
remediate any material weaknesses that we may identify or that we will implement
and maintain adequate controls over our financial process and reporting in the
future.




Any
failure to complete our assessment of our internal control over financial
reporting, to remediate material weaknesses that we have identified (or will
identify in the future) or to implement new or improved controls, or
difficulties encountered in their implementation, could harm our operating
results, cause us to fail to meet our reporting obligations or result in
material misstatements in our financial statements. Any such failure could also
adversely affect the results of the periodic management evaluations of our
internal controls and, in the case of a failure to remediate any material
weaknesses that we may identify, would adversely affect the annual auditor
attestation reports regarding the effectiveness of our internal control over
financial reporting that are required under Section 404 of the
Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to
lose confidence in our reported financial information, which could have a
negative effect on the trading price of our common stock.




13




SEC
INVESTIGATION INTO THE COMPANY'S COMPLIANCE WITH SECTION 404(A) OF THE
SARBANES-OXLEY ACT OF 2002 AND DISCLOSURES MADE TO THE PUBLIC UNDER CERTAIN
EXCHANGE ACT FILINGS.





In March
2010, the SEC subpoenaed certain records of the Company and Bryan Norcross,
Chief Executive Officer, and Brad Hacker, our former Chief Financial Officer, in
connection with its review of the Company' Exchange Act filings and, in
particular, statements made in Exchange Act filings with respect to compliance
with Section 404(a) of the Sarbanes-Oxley Act of 2002, as amended (the "SOA").
Such individuals also were subpoenaed and gave testimony to the SEC on April 8,
2010 primarily with respect to compliance with Section 404(a) of the SOA Act. We
can provide no assurances that the SEC investigation will not result in adverse
actions taken against the Company and its current and/or former
officer.  In the event that action is taken by the SEC against the
Company and its current and/or former officers, such action may adversely affect
the trading price of our Common Stock.





HISTORY OF OPERATING LOSSES





Our
Company was originally engaged in the sale and distribution of consumer personal
care products and professional laser hair removal. We also had a loan
origination business and made one $200,000 loan to AEN before we acquired
it.  As of December 31, 2009, we have an accumulated deficit of
$14,213,830.  We can provide no assurances that current business
operation of AEN will be successful and operate at a profit.





AEN
MAY NOT BE ABLE TO ACCOMPLISH ITS BUSINESS OBJECTIVE OF BECOMING A LEADING
AGGREGATOR AND DISTRIBUTOR OF CRITICAL VIDEO INFORMATION FROM EMERGENCY
OPERATION CENTERS AND OTHER GOVERNMENTAL ENTITIES.





AEN’s
mission is to be recognized as the leading aggregator and distributor of
critical video information from emergency operations centers and other
government entities to the general public, the media, first responders, and
other disaster agencies.  Management believes that the design of AEN’s
satellite-based system provides the reliability and redundancy necessary to
allow critical information to flow – even after traditional communication
systems (such as telephones, cell phones, and internet connections) have
failed.  While AEN is designed to gather and distribute critical
information to the public before, and especially after, a disaster, we can
provide no assurances that a large number of government and other entities will
choose to utilize our AEN network designs to implement a critical flow of
information to the public over other means that may be or may become
available.





THERE
ARE TECHNOLOGICAL SYSTEMS IN PLACE OWNED BY COMPETITORS THAT COULD BE MODIFIED
TO COMPETE WITH OUR AEN NETWORK SYSTEM.





Companies
have technological systems in existence that could be modified for different
applications that may compete with our AEN network system in the future.
Competition could come from companies that are larger, better established and
more experienced than our Company. We can provide no assurance that we will be
competitive with our competitors in the future.





OUR
AEN NETWORK SYSTEM HAS NOT BEEN COMMERCIALLY SUCCESSFUL.





While our
AEN network system has been tested and used by several Florida governmental
agencies and the National Hurricane Center in Miami, our AEN network system has
not been proven to be commercially successful and accepted by the industry. We
are seeking to improve the AEN network system and its commercial applications
and are attempting to have governmental and other entities subscribe for our AEN
network service. We can provide no assurances that our AEN network system will
be commercially successful. Further, competitors may in the future establish
systems that compete with our AEN network system that offer superior technology
and which effectively make our AEN network system technologically obsolete. We
can provide no assurances that our AEN network system will be able to remain
technologically competitive with competing products and services of the
future.





WE
ARE DEPENDENT UPON THIRD PARTIES TO MANUFACTURE OUR HARDWARD NEEDS.





Our AEN
network design requires the installation of hardware at each government-agency
location.  We obtain all of our hardware products from third-party
suppliers.  We submit purchase orders to our suppliers who are not
committed to supply hardware products to us. Therefore, suppliers may be unable
to provide the products we need in the quantities we request. Because we lack
control of the actual production of the hardware products we need for our AEN
network system, we may be subject to delays caused by interruption in production
based on conditions outside of our control. In the event that any of our
third-party suppliers were to become unable or unwilling to continue to provide
the hardware products in required volumes, we would need to identify and obtain
acceptable replacement sources on a timely, cost-effective basis. There is no
guarantee that we will be able to obtain such alternative sources of supply on a
timely basis, if at all. An extended interruption in the supply of our hardware
products would have an adverse effect on our results of operations, which most
likely would adversely affect the value of our Common Stock.




14




OUR
LIMITED CASH RESOURCES AND LACK OF A LINE OF CREDIT MAY RESTRICT OUR EXPANSION
OPPORTUNITIES.





An economic issue that can limit our
growth is the lack of extensive cash resources, due to the typical payment terms
of a transaction. Most hardware suppliers require us to pay within 30 days of
delivery of an order; however, we may not receive our customer's payment in the
same time frame. This requires us to have available cash resources to finance
most of our customers' orders. Any lack of cash resources would limit our
ability to take orders from customers, thus limiting our ability to grow. An
infusion of capital and a good line of credit can enable us to service a broader
base of customers. We can provide no assurances that we will obtain an adequate
line of credit in the future, if at all.





OUR
REVENUES MAY DEPEND ON OUR RELATIONSHIPS WITH CAPABLE INDEPENDENT SALES
PERSONNEL OVER WHOM WE HAVE NO CONTROL, AS WELL AS KEY CUSTOMERS, VENDORS, AND
MANUFACTURERS OF THE PRODUCTS WE DISTRIBUTE.





Our future operating results depend on
our ability to maintain satisfactory relationships with qualified independent
sales personnel as well as key customers. We may be dependent upon our
independent sales representatives to sell our AEN network systems and do not
have any direct control over these third parties. If we fail to maintain our
existing relationships with our independent sales representatives or fail to
acquire new relationships with such key persons in the future, our business may
suffer.





OUR
FUTURE PERFORMANCE IS MATERIALLY DEPENDENT UPON OUR MANAGEMENT AND THEIR ABILITY
TO MANAGE OUR GROWTH.





Our future success is substantially
dependent upon the efforts and abilities of members of our existing management,
particularly Bryan Norcross.  We do not have an employment contract
with Mr. Norcross. The loss of the services of Mr. Norcross could have a
material adverse effect on our business. We lack "key man" life insurance
policies on any of our officers or employees. Competition for additional
qualified management is intense, and we may be unable to attract and retain
additional key personnel. The number of management personnel is currently
limited and they may be unable to manage our expansion successfully and the
failure to do so could have a material adverse effect on our business, results
of operations, and financial condition.





WE
CANNOT PREDICT OUR FUTURE CAPITAL NEEDS AND WE MAY NOT BE ABLE TO SECURE
ADDITIONAL FINANCING.





We currently need to raise additional
funds to fund our operations and growth. In the future, we may require
additional equity or debt financings or funds from other sources for these
purposes. No assurance can be given that these funds will be available for us to
finance our operations on acceptable terms, if at all. Such additional
financings may involve substantial dilution of our stockholders or may require
that we relinquish rights to certain of our technologies or products. In
addition, we may experience operational difficulties and delays due to working
capital restrictions. If adequate funds are lacking from operations or
additional sources of financing, we may have to delay or scale back our growth
plans.





RISKS
RELATING TO AN INVESTMENT IN OUR COMMON STOCK





WE
LACK AN ESTABLISHED TRADING MARKET FOR OUR COMMON STOCK, AND YOU MAY BE UNABLE
TO SELL YOUR COMMON STOCK AT ATTRACTIVE PRICES OR AT ALL.





There is currently a limited and
sporadic trading market for our common stock in the OTC electronic bulletin
board under the symbol "BRCI." There can be no assurances given that an
established public market will be obtained for our common stock or that any
public market will last. The trading price of the common stock depends on many
factors, including:





·
            the
      markets for similar securities;





·
            our
      financial condition, results of operations and
  prospects;





·
            the
      publication of earnings estimates or other research reports and
      speculation in the press or investment
  community;





·
            changes
      in our industry and competition;
and





·
            general
      market and economic conditions.





As a result, we cannot assure you that
you will be able to sell your common stock at attractive prices or at
all.




15




THE
MARKET PRICE FOR OUR COMMON STOCK MAY BE HIGHLY VOLATILE.





The market price for our common stock
may be highly volatile. A variety of factors may have a significant impact on
the market price of our common stock, including:





·
            the
      publication of earnings estimates or other research reports and
      speculation in the press or investment
  community;





·
            changes
      in our industry and competitors;





·
            our
      financial condition, results of operations and
  prospects;





·
            any
      future issuances of our common stock, which may include primary offerings
      for cash, issuances in connection with business acquisitions, and the
      grant or exercise of stock options from time to
  time;





·
            general
      market and economic conditions; and





·
            any
      outbreak or escalation of hostilities, which could cause a recession or
      downturn in our economy.





In addition, the markets in general can
experience extreme price and volume fluctuations that can be unrelated or
disproportionate to the operating performance of the companies listed or
quoted.  Broad market and industry factors may negatively affect the
market price of our common stock, regardless of actual operating performance. In
the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
companies. This type of litigation, if instituted, could result in substantial
costs and a diversion of management's attention and resources, which would harm
our business.





WE
DO NOT ANTICIPATE PAYING CASH DIVIDENDS IN THE FUTURE.





No cash dividends have been paid by our
company on our common stock.  The future payment by us of cash
dividends on our common stock, if any, rests within the discretion of our board
of directors and will depend, among other things, upon our earnings, our capital
requirements and our financial condition as well as other relevant
factors.  We do not intend to pay cash dividends upon our common stock
for the foreseeable future.





PROVISIONS
OF OUR ARTICLES OF INCORPORATION AND AGREEMENTS COULD DELAY OR PREVENT A CHANGE
IN CONTROL OF OUR COMPANY.





Certain provisions of our articles of
incorporation may discourage, delay, or prevent a merger or acquisition that a
shareholder may consider favorable. These provisions include:





·
            Authority
      of the board of directors to issue preferred
  stock.





·
            Prohibition
      on cumulative voting in the election of
  directors.




OUR
FUTURE SALES OF COMMON STOCK BY MANAGEMENT AND OTHER STOCKHOLDERS MAY HAVE AN
ADVERSE EFFECT ON THE THEN PREVAILING MARKET PRICE OF OUR COMMON
STOCK.





In the event a public market for our
common stock is sustained in the future, sales of our common stock may be made
by holders of our public float or by holders of restricted securities in
compliance with the provisions of Rule 144 of the Securities Act of 1933. In
general, under Rule 144, a non-affiliated person who has satisfied a six-month
holding period in a fully reporting company under the Securities Exchange Act of
1934, as amended, may, sell their restricted Common Stock without volume
limitation, so long as the issuer is current with all reports under the Exchange
Act in order for there to be adequate common public information. Affiliated
persons may also sell their common shares held for at least six months, but
affiliated persons will be required to meet certain other requirements,
including manner of sale, notice requirements and volume limitations.
Non-affiliated persons who hold their common shares for at least one year will
be able to sell their common stock without the need for there to be current
public information in the hands of the public. Future sales of shares of our
public float or by restricted common stock made in compliance with Rule 144 may
have an adverse effect on the then prevailing market price, if any, of our
common stock.


16





OPERATING
HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE
PRICE. THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE
OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET. YOU MAY BE UNABLE TO SELL
YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN
SUBSTANTIAL LOSSES TO YOU.  THE MARKET PRICE FOR OUR COMMON SHARES IS
PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A
SMALL AND THINLY TRADED PUBLIC FLOAT.





The
market for our common shares is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
The volatility in our share price is attributable to a number of factors. First,
as noted above, our common shares are sporadically and thinly traded. As a
consequence of this lack of liquidity, the trading of relatively small
quantities of shares by our shareholders may disproportionately influence the
price of those shares in either direction. The price for our shares could, for
example, decline precipitously in the event that a large number of our common
shares are sold on the market without commensurate demand, as compared to a
seasoned issuer which could better absorb those sales without adverse impact on
its share price. Secondly, we are a speculative or “risky” investment due to our
limited operating history and lack of profits to date, and uncertainty of future
market acceptance for our potential products. As a consequence of this enhanced
risk, more risk-adverse investors may, under the fear of losing all or most of
their investment in the event of negative news or lack of progress, be more
inclined to sell their shares on the market more quickly and at greater
discounts than would be the case with the stock of a seasoned issuer. Many of
these factors are beyond our control and may decrease the market price of our
common shares, regardless of our operating performance. We cannot make any
predictions or projections as to what the prevailing market price for our common
shares will be at any time, including as to whether our common shares will
sustain their current market prices, or as to what effect that the sale of
shares or the availability of common shares for sale at any time will have on
the prevailing market price.





Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;
(2) manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask
differential and markups by selling broker-dealers; and (5) the wholesale
dumping of the same securities by promoters and broker-dealers after prices have
been manipulated to a desired level, along with the resulting inevitable
collapse of those prices and with consequent investor losses. Our management is
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, management will
strive within the confines of practical limitations to prevent the described
patterns from being established with respect to our securities. The occurrence
of these patterns or practices could increase the volatility of our share
price.





SHOULD
ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE
UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR
PLANNED.





FORWARD-LOOKING
STATEMENTS




This
Annual Report contains certain forward-looking statements regarding management’s
plans and objectives for future operations including plans and objectives
relating to our planned marketing efforts and future economic performance. The
forward-looking statements and associated risks set forth in this Annual Report
include or relate to, among other things, (a)  our growth strategies,
(b) anticipated trends in our industry, (c) our ability to obtain and
retain sufficient capital for future operations, and (d) our anticipated
needs for working capital. These statements may be found under “Management’s
Discussion and Analysis or Plan of Operations” and “Business,” as well as in
this Annual Report generally. Actual events or results may differ materially
from those discussed in forward-looking statements as a result of various
factors, including, without limitation, the risks outlined under “Risk Factors”
and matters described in this Annual Report generally. In light of these risks
and uncertainties, there can be no assurance that the forward-looking statements
contained in this Annual Report will in fact occur.




The
forward-looking statements herein are based on current expectations that involve
a number of risks and uncertainties. Such forward-looking statements are based
on assumptions described herein. The assumptions are based on judgments with
respect to, among other things, future economic, competitive and market
conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Accordingly, although we believe that the assumptions underlying the
forward-looking statements are reasonable, any such assumption could prove to be
inaccurate and therefore there can be no assurance that the results contemplated
in forward-looking statements will be realized. In addition, as disclosed
elsewhere in the “Risk Factors” section of this prospectus, there are a number
of other risks inherent in our business and operations which could cause our
operating results to vary markedly and adversely from prior results or the
results contemplated by the forward-looking statements. Management decisions,
including budgeting, are subjective in many respects and periodic revisions must
be made to reflect actual conditions and business developments, the impact of
which may cause us to alter marketing, capital investment and other
expenditures, which may also materially adversely affect our results of
operations. In light of significant uncertainties inherent in the
forward-looking information included in this prospectus, the inclusion of such
information should not be regarded as a representation by us or any other person
that our objectives or plans will be achieved.




17





Some of
the information in this annual report contains forward-looking statements that
involve substantial risks and uncertainties. Any statement in this prospectus
and in the documents incorporated by reference into this prospectus that is not
a statement of an historical fact constitutes a “forward-looking statement”.
Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”,
“seek”, “estimate”, “internal”, and similar words, we intend to identify
statements and expressions that may be forward- looking statements. We believe
it is important to communicate certain of our expectations to our investors.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions that could cause our future results
to differ materially from those expressed in any forward-looking statements.
Many factors are beyond our ability to control or predict. You are accordingly
cautioned not to place undue reliance on such forward-looking statements.
Important factors that may cause our actual results to differ from such
forward-looking statements include, but are not limited to, the risk factors
discussed herein.




ITEM
1B.  UNRESOLVED STAFF COMMENTS





Not
applicable to smaller reporting companies.





ITEM 2. DESCRIPTION OF
PROPERTY.





Our
executive and operations offices are located in Miami, Florida. The Company
rents approximately 2,311 square feet of office space. The Company pays rent on
a monthly basis of $4,269 per month.  Also, the Company is responsible
for an additional $738 per month for operating cost
pass-through.  Consequently, the total rent payment is
$5,007.  The current month-to-month arrangement expires on April 30,
2010. The management intends to sign a new lease for the same space with
economically more favorable terms.  See "Item 1" for additional
information regarding facilities.







ITEM 3. LEGAL
PROCEEDINGS.





We are
currently not involved in any litigation that we believe could have a materially
adverse effect on our financial condition or results of
operations.  There is no action, suit, proceeding, inquiry, or
investigation before or by any court, public board, government agency,
self-regulatory organization, or body pending or, to the knowledge of the
executive officers of our company or any of our subsidiaries, threatened against
or affecting our company, our common stock, any of our subsidiaries, or of our
company’s or our company’s subsidiaries’ officers or directors in their
capacities as such, in which an adverse decision could have a material adverse
effect.





ITEM 4. REMOVED AND
RESERVED.


18


PART
II





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




The
Company’s common stock is traded in the over-the-counter market, and quoted in
the National Association of Securities Dealers over The Counter Bulletin Board
under the symbol “BRCI.OB.”





The
following table sets forth for the periods indicated the high and low bid
quotations for our common stock.  These quotations represent
inter-dealer quotations, without adjustment for retail markup, markdown, or
commission and may not represent actual transactions.





Periods
                
                High
                
                
                LowFiscal
      Year 2009First
      Quarter (January – March 2009)
                
                $
                .09
                
                
                $
                .
      02Second
      Quarter (April – June 2009)
                
                $
                .
      20
                
                
                $
                .
      02Third
      Quarter (July – September 2009)
                
                $
                .08
                
                
                $
                .04Fourth
      Quarter (October – December 2009)
                
                $
                .09
                
                
                $
                .02Fiscal
      Year 2008First
      Quarter (January – March 2008)
                
                $
                .31
                
                
                $
                .
      19Second
      Quarter (April – June 2008)
                
                $
                .
      30
                
                
                $
                .
      15Third
      Quarter (July – September 2008)
                
                $
                .26
                
                
                $
                .
      10Fourth
      Quarter (October – December 2008)
                
                $
                .15
                
                
                $
                .02




On March
16, 2010, the closing bid price of our common stock was $.044.





Dividends





We may
never pay any dividends to our shareholders. We did not declare any dividends
for the years ended December 31, 2009 and 2008. Our Board of Directors does
not intend to distribute dividends in the near future. The declaration, payment
and amount of any future dividends will be made at the discretion of the Board
of Directors, and will depend upon, among other things, the results of our
operations, cash flows and financial condition, operating and capital
requirements, and other factors as the Board of Directors considers relevant.
There is no assurance that future dividends will be paid, and if dividends are
paid, there is no assurance with respect to the amount of any such
dividend.





Transfer
Agent





Our
Transfer Agent and Registrar for the common stock is Madison Stock Transfer
located in Brooklyn, New York.




Recent Sales of Unregistered
Securities





During the year ended December 31,
2009, the Company had issuances of unregistered securities as
follows:




Date
      of Sale
                        
                        Title
      of Security
                        
                        Number
                          Sold
                        
                        Consideration
      Received,
                          Commissions
                        
                        Purchasers
                        
                        Exemption
      from
                          Registration
      Claimed_December
      24, 2009
                        
                        Common
      Stock ; Notes
                        
                        11,000,000 Shares;
      $220,000 of notes
                        
                        $220,000
      received in cash for  notes payable; no commissions
      paid
                        
                        Accredited
                          Investors
                        
                        Section
      4(2), Rule 506




The offer
and sale of shares of our common stock were effected in reliance on the
exemptions for sales of securities not involving a public offering, as set forth
in Rule 506 promulgated under the Securities Act and in Section 4(2) of the
Securities Act, based on the following: (a) the investors confirmed to us that
they were “accredited investors,” as defined in Rule 501 of Regulation D
promulgated under the Securities Act and had such background, education, and
experience in financial and business matters as to be able to evaluate the
merits and risks of an investment in the securities; (b) there was no public
offering or general solicitation with respect to the offering; (c) the investors
were provided with certain disclosure materials and all other information
requested with respect to our company; (d) the investors acknowledged that all
securities being purchased were “restricted securities” for purposes of the
Securities Act, and agreed to transfer such securities only in a transaction
registered under the Securities Act or exempt from registration under the
Securities Act; (e) a legend was placed on the certificates representing each
such security stating that it was restricted and could only be transferred if
subsequent registered under the Securities Act or transferred in a transaction
exempt from registration under the Securities Act; and (f) no finder's fees were
paid


19




NEW SALES OF
STOCK





On April
14, 2010 the Company agreed to a stock subscription agreement with an investor.
The agreement states the Company will sell up to $1,500,000 in five year
convertible debentures (converting to an aggregate of 300,000,000 shares the
Company’s common stock [“Common Stock” or the “Shares”]), subject to certain
terms and conditions.  The Company will, subject to continuing
confirmation of Accredited Subscriber Status accept subscriptions of $250,000
every ninety  (90) days following the initial investment, until the
full Offering amount is satisfied or the Company, in its sole discretion,
terminates the Offering (each a “Tranche”); except that it is acknowledged that
the initial investment shall be satisfied in two payments, one of $20,000 on
April 14, 2010 and the remainder of the payment, consisting of $230,000, to be
paid in the week of April 19, 2010.  The Company may, in its sole
discretion, not accept a Tranche provided the Company provides written notice to
the Subscriber, not less than five days prior to the expiration of the 90 day
period of a Tranche, of not accepting the Tranche.  Unaccepted
Tranches are not cumulative unless agreed to in writing by the
Subscriber.





If the
full amount of these debentures are transacted and the aggregate shares of
300,000,000 were to be issued it would result in a change of control in the
Company.




Repurchase
of Securities





In 2009,
the Company repurchased (i) 48,000,000 shares of Common Stock at a price of
$200,000 from two affiliated persons and (ii) 25,000,000 shares of Common Stock
from two additional affiliated persons for no additional
consideration.  See "Item 13."




ITEM
6.  SELECTED FINANCIAL DATA.





Not
required for smaller reporting Companies




ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OUR PLAN OF OPERATION.





The
following is management’s discussion and analysis of certain significant factors
that have affected our financial position and operating results during the
periods included in the accompanying consolidated financial statements, as well
as information relating to the plans of our current management. This report
includes forward-looking statements. Generally, the words “believes,”
“anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,”
“continue,” and similar expressions or the negative thereof or comparable
terminology are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, including the matters set forth
in this report or other reports or documents we file with the Securities and
Exchange Commission from time to time, which could cause actual results or
outcomes to differ materially from those projected. Undue reliance should not be
placed on these forward-looking statements which speak only as of the date
hereof. We undertake no obligation to update these forward-looking
statements.




The
following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes thereto and other
financial information contained elsewhere in this Form 10-K.





We
prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Our
management periodically evaluates the estimates and judgments made. Management
bases its estimates and judgments on historical experience and on various
factors that are believed to be reasonable under the
circumstances.  Actual results may differ from these estimates as a
result of different assumptions or conditions.




20




RESULTS
OF OPERATIONS





Fiscal Year Ended December 31, 2008,
Compared to Fiscal Year Ended December 31, 2009





TWELVE
MONTHS ENDED DECEMBER 31, 2008 COMPARED TO TWELVE MONTHS ENDED DECEMBER 31,
2009


Sales
decreased from $172,909 for the year ended December 31, 2008 to $120,132 for the
year ended December 31, 2009. The decrease was all due to the contract with
Peacock Productions expiring as previously discussed under Item 1 and lack of
sales to governments due to budget constraints.





Costs of
Sales increased from $84,019 for the year ended December 31, 2008 to $89,650 for
the year ended December 31, 2009, primarily due to costs associated with
the Peacock contract and installation expenses related to the projects in
Florida.





Selling,
General, and Administrative Expenses increased from $1,149,996 for the year
ended December 31, 2008 to $1,717,163 for the year ended December 31, 2009 due
to additional expenses associated with the operations of AEN and activities
related to acquiring funding for Brampton’s and AEN’s operations. The increase
was primarily due to additional payroll for new employees and independent
contractors hired by the Company.  Payroll and associated costs were
approximately $500,000 for the year.  Professional fees,
promotional, and travel expenses of $520,000 incurred in 2009 for the promotion
and sales of the AEN product are also part of the increase in administrative
expenses.





Other
Income (Expenses) for the years ended December 31, 2008 and 2009 was
income $25,209 and expenses net of income of $17,634, respectively. This
income was due to interest/dividend income earned by the Company on investments
and interest accrued from the AEN loan.  For 2009, income was lower
due to less money in the investment accounts and lower interest and dividend
rates and interest expense of $22,000 related to the December 2009 private
placement for notes payable.





As part
of the acquisition of AEN, the Company had $10,415,747 of Goodwill as a result
of the purchase price paid for AEN and the Company being responsible for more
liabilities than assets as part of the acquisition. As a result of the Goodwill
and AEN losses for 2008 and projected cash flow for 2009 and 2010 the Company
recorded an impairment loss in an amount equal to the entire goodwill amount in
2008. The impairment loss is a result of the Company’s annual impairment
testing at December 31, 2008 it performed on its intangible assets. See the
footnote to the financial statements for further explanation of goodwill
impairment.




As a
result of the above, the net loss decreased from $11,451,644 for the year ended
December 31, 2008 to $1,714,965 for the year ended December 31, 2009 due to the
above analysis of Income and Expenses.





Current
Assets





Cash and
cash equivalents decreased from $375,058 on December 31, 2008 to
$165,101 on December 31, 2009, primarily as a result of the increase in
operating costs previously discussed and also noted below in liquidity and
capital resources.





Liabilities





Current
Liabilities increased from $121,617 at December 31, 2008 to $519,616 at December
31, 2009, due to a larger amount of accruals of salaries and as a result of
services provided by professionals and consultants to the Company.




Liquidity
and Capital Resources





We are
financing our operations and other working capital requirements principally from
the receipt of proceeds from private placements of our securities and from
interest income as outlined below.




On March
24, 2008, the Company accepted subscriptions for 10,000,000 shares of
common stock, at a price of $.10 per share, resulting in gross proceeds
of $1,000,000.  After legal costs and commissions the net
proceeds to the Company were approximately $915,000.  No other
warrants or options are associated with the stock purchase.  The
common stock issued to U.S. investors was sold based on an exemption from
registration pursuant to Section 4(2) and Rule 506 of the Securities Act of 1933
and the common stock issued to non-U.S. investors was sold based on an exemption
from registration pursuant to Regulation S  of the Securities Act of
1933.





During
the second and third quarter of 2008, the Company accepted subscriptions for
9,915,943 shares of common stock, at a price of $.17 per share, resulting in
gross proceeds of $1,671,710.  After legal costs and commissions
the net proceeds to the Company were approximately $1,526,000.  No
other warrants or options are associated with the stock purchase.  The
common stock issued to U.S. investors was sold based on an exemption from
registration pursuant to Section 4(2) and Rule 506 of Regulation D of the
Securities Act of 1933 and the common stock issued to non-U.S. investors was
sold based on an exemption from registration pursuant to Regulation S of the
Securities Act of 1933.





On
December 24, 2009, we accepted the final subscription arising from a December 7,
2009 private financing transactions with certain private investors, pursuant to
a subscription agreement for an aggregate purchase price of Two Hundred and
Twenty Thousand Dollars ($220,000) consisting of an aggregate of $220,000 in 10%
Promissory Notes, due twelve months from the date of issuance and 11,000,000
shares of common stock.




21


Pursuant
to the completed private financing transactions, we issued to U.S. Purchasers,
in reliance upon the exemption provided by Sections 4(2) and 4(6) under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and pursuant to Rule 506 of Regulation D promulgated thereunder,
consisting(a) an aggregate of $170,000 in 10% Promissory Notes, due twelve
months from the date of issuance; and (b) an aggregate of 8,500,000 shares of
common stock of our Company. The offer and sale of the following securities was
exempt from the registration requirements of the Securities Act under
Rule 506 insofar as (1) each of the U.S. Purchasers was accredited
within the meaning of Rule 501(a); (2) the transfer of the securities were
restricted by the Company in accordance with Rule 502(d); (3) there were no
non-accredited investors in any transaction within the meaning of Rule 506(b),
after taking into consideration all prior investors under Section 4(2) of
the Securities Act within the twelve months preceding the transaction; and (4)
none of the offers and sales were effected through any general solicitation or
general advertising within the meaning of Rule 502(c).




Pursuant
to the completed private financing transactions, we issued to non-U.S.
Purchasers, in reliance upon the exemption provided by Regulation S under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and consisting of (a) an aggregate of $50,000 in 10% Promissory Notes,
due twelve months from the date of issuance; and (b) an aggregate of 2,500,000
shares of common stock of our Company. The non-U.S. Purchasers acknowledged the
following: The non-U.S. Purchaser is not a United States Person, nor is the
non-U.S. Purchaser acquiring the Securities hares directly or indirectly for the
account or benefit of a United States Person.  None of the funds used
by the non-U.S. Purchaser to purchase the Securities have been obtained from
United States Persons. For purposes of this Agreement, “United States Person”
within the meaning of U.S. tax laws, means a citizen or resident of the United
States, any former U.S. citizen subject to Section 877 of the Internal Revenue
Code, any corporation, or partnership organized or existing under the laws of
the United States of America or any state, jurisdiction, territory or possession
thereof and any estate or trust the income of which is subject to U.S. federal
income tax irrespective of its source, and within the meaning of U.S. securities
laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person
resident in the United States; (ii) any partnership or corporation organized or
incorporated under the laws of the United States; (iii) any estate of which any
executor or administrator is a U.S. person; (iv) any trust of which any trustee
is a U.S. person; (v) any agency or branch of a foreign entity located in the
United States; (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a U.S. person; (vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized,
incorporated, or (if an individual) resident in the United States; and (viii)
any partnership or corporation if organized under the laws of any foreign
jurisdiction, and formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a)) who are not natural persons, estates or trusts.







We
currently need additional financing to maintain our company as a going concern.
We can provide no assurances that additional financing will be available to us
on terms satisfactory to us, if at all. See "Risk Factors." Management intends
to use the net proceeds received from any additional financing towards the
implementation of our business plan and to
provide  working  capital and/or for future expansion of the
Company's operations.





On April
14, 2010 the Company agreed to a stock subscription agreement with an investor.
The agreement states the Company will sell up to $1,500,000 in five-year
convertible debentures (converting to an aggregate of 300,000,000 shares the
Company’s common stock [“Common Stock” or the “Shares”]), subject to certain
terms and conditions.  The Company will, subject to continuing
confirmation of Accredited Subscriber Status accept subscriptions of $250,000
every ninety  (90) days following the initial investment, until the
full Offering amount is satisfied or the Company, in its sole discretion,
terminates the Offering (each a “Tranche”); except that it is acknowledged that
the initial investment shall be satisfied in two payments, one of $20,000 on
April 14, 2010 and the remainder of the payment, consisting of $230,000, to be
paid in the week of April 19, 2010.  The Company may, in its sole
discretion, not accept a Tranche provided the Company provides written notice to
the Subscriber, not less than five days prior to the expiration of the 90 day
period of a Tranche, of not accepting the Tranche.  Unaccepted
Tranches are not cumulative unless agreed to in writing by the
Subscriber.





If the
full amount of these debentures are transacted and the aggregate shares of
300,000,000 be issued it would result in a change of control in the
Company.





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.




Critical
Accounting Policies





Accounting
Policies and Estimates





The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America requires our management to
make certain estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Our management periodically
evaluates the estimates and judgments made. Management bases its estimates and
judgments on historical experience and on various factors that are believed to
be reasonable under the circumstances. Actual results may differ from these
estimates as a result of different assumptions or conditions.




22





As such,
in accordance with the use of accounting principles generally accepted in the
United States of America, our actual realized results may differ from
management’s initial estimates as reported.  A summary of significant
accounting policies are detailed in notes to the financial statements which are
an integral component of this filing.





Revenue
Recognition





The
Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB
No. 104”). SAB 104 clarifies application of generally accepted accounting
principles related to revenue transactions. The Company also follows the
guidance in FASB Accounting Standards Codification (ASC) Topic 605-25, Revenue
Arrangements with Multiple Deliverables (formerly "EITF Issue No. 00-08-1"), in
arrangements with multiple deliverables.





The
Company recognizes revenues when all of the following criteria are met: (1)
persuasive evidence of an arrangement exists, (2) delivery of products and
services has occurred, (3) the fee is fixed or determinable and (4)
collectability is reasonably assured.





The
Company receives revenue for consulting services, video streaming services,
equipment sales and leasing, installation, and maintenance
agreements.  Sales and leasing agreement terms generally are for one
year, and are renewable year to year thereafter.  Revenue for
consulting services is recognized as the services are provided to
customers.  For upfront payments and licensing fees related to
contract research or technology, the Company determines if these payments and
fees represent the culmination of a separate earnings process or if they should
be deferred and recognized as revenue as earned over the life of the
related agreement. Milestone payments are recognized as revenue upon achievement
of contract-specified events and when there are no remaining performance
obligations. Revenues from monthly video streaming agreements, as well as
equipment maintenance, are recorded when earned. Operating equipment lease
revenues are recorded as they become due from customers.  Revenues
from equipment sales and installation are recognized when equipment delivery and
installation have occurred, and when collectability is reasonably
assured.





In
certain cases, the Company enters into agreements with customers that involve
the delivery of more than one product or service.  Revenue for such
arrangements is allocated to the separate units of accounting using the relative
fair value method in accordance with ASC Topic No. 605-25. The delivered item(s)
is considered a separate unit of accounting if all of the following criteria are
met: (1) the delivered item(s) has value to the customer on a standalone basis,
(2) there is objective and reliable evidence of the fair value of the
undelivered item(s) and (3) if the arrangement includes a general right of
return, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor. If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement, the arrangement consideration is
allocated to the separate units of accounting based on their relative fair
values.





Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through December
31, 2009.   Therefore, a sales return allowance has not been
established since management believes returns will be
insignificant.





Segment
Information





The
Company does not have separately reportable segments as defined by ASC 280,
Disclosures about Segments of
a Enterprise and
Related Information.





ITEM 7A.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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





ITEM
8.  FINANCIAL STATEMENTS




The
audited financial statements of the Company required pursuant to this Item 8 are
included in the Annual Report on Form 10-K on page F-1 this starting
on page 39.







ITEM
9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.




We have
no changes or disagreements with our auditors.




23




ITEM
9A. CONTROLS AND PROCEDURES





CONTROLS
AND PROCEDURES





a)
Evaluation of Disclosure Controls and Procedures




Our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under
the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the last
day of the fiscal period covered by this report, December 31,
2009.  The term disclosure controls and procedures means our controls
and other procedures that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to management, including
our principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.




On July
7, 2009, the Company’s Board of Directors and management determined that our
financial statements for the year ended December 31, 2008 could no longer be
relied upon because of a change in the accounting treatment of the Merger
discussed and accounted for in those financial statements as prepared by our
prior Chief Executive Officer and audited by our current
auditors.  Based on this factor and the above evaluation, our
principal executive officer and our principal financial officer concluded that
our disclosure controls and procedures were not effective for the prior quarter.
Management identified the following control deficiencies that led to our
assessment of the ineffectiveness of disclosure controls and procedures: (1) an
inadequate segregation of duties consistent with control objectives; (2)
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; and (3) ineffective controls over period end financial
disclosure and reporting processes.





The
aforementioned material weaknesses were identified by the Company's Principal
Financial Officer in connection with the correction of accounting errors in the
Company’s previously issued financial statements as of and for the year ended
December 31, 2008.  These accounting errors included the restatement
of the acquisition cost of AEN and resultant goodwill, as well as corrections in
the reporting of cash and marketable securities on the Company’s cash flow
statements for the years ended December 31, 2008 and 2007.





The
Company filed amendments to its financial statements for the year ended December
31, 2008 and for its quarterly financial statements in 2008 and 2009 to rectify
the deficiency in accounting disclosure. In addition, in October 2009 the
Company retained a new interim chief financial officer who is a certified public
accountant.  In March 2010 the Company replaced the interim CFO with a
full-time CFO. Due to the size of our Company and the costs associated to
remediate these issues, we still consider the concerns listed to be relevant.
Based on that evaluation, our principal executive officer and our principal
financial officer have concluded that our disclosure controls and procedures as
of December 31, 2009 are not effective due to material weaknesses in our
internal controls over financial reporting described above, and other factors
related to the Company’s financial reporting processes. The Company is in the
process of evaluating and continuing to rectify the internal controls and
procedures to ensure that the internal controls and procedures satisfy the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control — Integrated Framework.





It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable and not absolute assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of certain events. Because of
these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.





b)
Management’s Report on Internal Control over Financial Reporting




The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by the
Sarbanes-Oxley Act. The Company's internal control over financial reporting is a
process designed under the supervision of the Company's Principal Executive
Officer and our Principal Financial Officer to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the
Company's financial statements for external purposes in accordance with U.S.
generally accepted accounting principles (“US GAAP”).




As of
December 31, 2009, management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO") and SEC guidance on conducting such
assessments. Based on that evaluation, management concluded that, during the
period covered by this report, such internal controls and procedures were not
effective to detect the inappropriate application of US GAAP as more fully
described below. This assessment was due to the identification of control
deficiencies that existed in the design or operation of our internal control
over financial reporting that adversely affected our disclosure controls and
procedures and that were considered to be material weaknesses.




24




The
matters involving internal controls over financial reporting and disclosure
controls and procedures that were considered to be material weaknesses under the
standards of the Public Company Accounting Oversight Board were: (1) inadequate
segregation of duties consistent with control objectives; (2) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (3) ineffective controls over period end financial disclosure
and reporting processes. The material weaknesses were subsequently reported to
management and the Board of Directors, who concluded that the previously issued
financial statements could no longer be relied upon.




The
aforementioned material weaknesses were identified by the Company's Principal
Financial Officer in connection with the correction of accounting errors in the
Company’s previously issued financial statements as of and for the year ended
December 31, 2008.  These accounting errors included the restatement
of the acquisition cost of AEN and resultant goodwill, as well as corrections in
the reporting of cash and marketable securities on the Company’s cash flow
statements for the years ended December 31, 2008.




Management
is committed to improving our financial organization. As part of this
commitment, we have i) created a new finance and accounting position that will
allow for proper segregation of duties consistent with control objectives, and
will increase our personnel resources and technical accounting expertise within
the accounting function; and we will ii) prepare and implement appropriate
written policies and checklists which will set forth procedures for accounting
and financial reporting with respect to the requirements and application of US
GAAP and SEC disclosure requirements.




Management
believes that preparing and implementing sufficient written policies and
checklists will remedy the following material weaknesses (i) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (ii) ineffective controls over period end financial close and
reporting processes. Further, management believes that the hiring of additional
personnel who have the technical expertise and knowledge will result in proper
segregation of duties and provide more checks and balances within the accounting
department. Additional personnel will also be provided with the cross training
needed to support the Company if personnel turnover within the department
occurs.




We will
also implement procedures that will create more involvement from the Board in
the overall financial reporting process by way of extensive monitoring and
oversight as a mitigating control for our lack of segregation of
duties.





Management
believes that the implementation of procedures to create more involvement from
the Board by way of monitoring and oversight will result in controls that
mitigate our lack of segregation of duties and will also provide more checks and
balances within the Company.




We will
continue to monitor and evaluate the effectiveness of our disclosure controls
and procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.




This
annual report does not include an attestation report of the Company's registered
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this annual report on Form 10-K.




There
were no changes in our internal control over financial reporting that occurred
during the last quarter of 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.




ITEM
9B. OTHER INFORMATION





On April
14, 2010 the Company agreed to a stock subscription agreement with an investor.
The agreement states the Company will sell up to $1,500,000 in five year
convertible debentures (converting to an aggregate of 300,000,000 shares the
Company’s common stock [“Common Stock” or the “Shares”]), subject to certain
terms and conditions.  The Company will, subject to continuing
confirmation of Accredited Subscriber Status accept subscriptions of $250,000
every ninety  (90) days following the initial investment, until the
full Offering amount is satisfied or the Company, in its sole discretion,
terminates the Offering (each a “Tranche”); except that it is acknowledged that
the initial investment shall be satisfied in two payments, one of $20,000 on
April 14, 2010 and the remainder of the payment, consisting of $230,000, to be
paid in the week of April 19, 2010.  The Company may, in its sole
discretion, not accept a Tranche provided the Company provides written notice to
the Subscriber, not less than five days prior to the expiration of the 90 day
period of a Tranche, of not accepting the Tranche.  Unaccepted
Tranches are not cumulative unless agreed to in writing by the
Subscriber.





If the
full amount of these debentures are transacted and the aggregate shares of
300,000,000 were to be issued it would result in a change of control in the
Company.


25




Certain
employees and consultants to the Company have accepted an agreement to convert
accrued salaries and fees due them to common stock. The individuals and
consultants have agreed to convert a total of $427,245 of accrued salaries and
fees to total shares of 29,064.310.




PART
III




ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Set
forth below is information regarding the Company’s current directors and
executive officers. There are no family relationships between any of our
directors or executive officers. The directors are elected annually by
stockholders. The executive officers serve at the pleasure of the Board of
Directors.:




Name
            
            Age
            
            Positions Held and
TenureBryan
      Norcross
            
            59
            
            President
      and Chief Executive Officer,Joseph
      J. Giuliano
            
            49
            
            Director
      and Chief Financial OfficerRobert
      Wildberger
            
            62
            
            DirectorBryan
      Janeczko
            
            39
            
            DirectorJanis
      Farnham
            
            54
            
            Director




The
background and principal occupations of the directors and officers of the
Company are as follows:





Bryan Norcross, President and
Chief Executive Officer as well as a member of our Board of
Directors, since March 19, 2008.  Since 1980, Mr. Norcross has
been a broadcast meteorologist, reporting for major outlets such as CNN, NBC,
and recently WFOR-CBS4 in Miami, as well as being engaged as an analyst for CBS
network news.  From May 2, 2007 to the present, Mr. Norcross was the
President and Chief Executive Officer America’s Emergency Network,
LLC.




Mr.
Norcross received the 1993 David Brinkley Award for Excellence in
Communication.  Mr. Norcross served as Honorary Chairman of the Board
of the South Florida Hurricane Warning museum project in Deerfield
Beach.  Mr. Norcross has a Bachelor of Science degree in Math and
Physics and a Master of Science degree in Communications and Meteorology from
Florida State University.  In addition, Mr. Norcross received an
Honorary Doctor of Public Service degree from Florida International
University.





Joseph J. Giuliano, Chief
Financial Officer and a director of the Company since March 6, 2010. Since 1999,
Mr. Guiliano has been President, owner and Chief Financial Officer of Forge
Financial Group, Inc., an entity engaged in institutional sales and order
execution for equity securities.





Robert G. Wildberger, a
director of the Company since March 6, 2010. From 2007 through the present, Mr.
Wildberger, has been President and Chief Executive Officer of SCCA Pro Racing
Ltd., a race-sanctioning corporation.  It sanctions races throughout
North America associated with major Gran Prix and race event weekends. 
From 1987 through 2006, Mr. Wildberger was employed with DaimlerChrysler Corp.
in their Marketing and Motorsport business.  Mr. Wildberger holds a
Bachelor of Science from Point Park University.


Bryan Janeczko,a director of
the Company since March 6, 2010, Mr. Janeczko, founded Wicked Start LLC, a
business advisory company in 2009 and continues to be active in the
development of this entity.  Wicked Start offers advisory services to early
stage ventures, providing consulting services to evaluate financial,
operational, and/or marketing strategies to early stage and small businesses.
 From 2008 through 2009, Mr. Janeczko was Vice-President of
of Nutrisystem, Inc., managing post-sale integration of
Nu-Kitchen, an entity he sold in 2008.  From 2003 through 2008, Mr.
Janeczko was the Managing Partner of Nu-Kitchen (Power Chow, LLC), which he
co-founded.  Mr. Janeczko holds a Bachelor of Science from Marquette
University and an MBA from New York University-Stern School of
Business.
 26


Janis J. Farnham, a director
of the Company since March 6, 2010.  Ms. Farnham, has been the
non-executive Vice President of Sales and Marketing for America’s Emergency
Network, a subsidiary of Brampton Crest International, Inc., located in Miami,
Florida since 2008.  Prior to joining America’s Emergency Network she
served as Vice President of Sales & Marketing for MySky Communications, Inc.
beginning in 2006.  MySky is a start-up weather technology company in
Lakeville, Massachusetts.  Since 2003, she has been a partner in a
technology-based sales and marketing consulting business, JDB Sales,
LLC.  From 1988 to 1999, she was Vice President of Sales for Weather
Services International, Inc., a company that provides weather data and
technology.





Recent resignations from the
board and appointments to the board.





Effective
June 15, 2009, Robert Adams resigned as a member of the Board of Directors and
as an Officer of the Company to pursue other interests. To the knowledge of the
Board and executive officers of the Company, Mr. Adams had no disagreement with
the Company on any matter related to the Company's operations, policies or
practices.








Effective
June 15, 2009, Robert Adams for the sum of $100,000, redeemed 24,000,000 of the
25,000,000 shares held in the name of Adams Family Company LLC of which Robert
Adams is the controlling Member. Also Matthew Streab, for the sume of $100,000,
redeemed 24,000,000 of the 25,000,000 shares held in the name of RMS Associates
of Broward, LLC of which Matthew Streab is the controlling Member. The
48,000,000 shares redeemed were subsequently cancelled by the
Company.





In
addition, Bryan Norcross and Max Mayfield each cancelled 12,500,000 shares of
common stock respectively.





Effective
August 13, 2009, Robert Wineberg resigned as a member of the Board of Directors
and as an Officer of the Company. Mr. Wineberg is an advisor to the Company. To
the knowledge of the Board and executive officers of the Company, Mr. Wineberg
had no disagreement with the Company on any matter related to the Company's
operations, policies or practices.





Effective
March 4, 2010, Robert G. Wildberger, Bryan Janeczko, Joseph J. Giuliano, and
Janis J. Farnham were appointed as members of the Board of Directors to serve
until the next annual meeting of the Corporation’s shareholders or their
respective earlier death, resignation or removal from office. Commiserate with
their appointment, each of Robert G. Wildberger, Bryan Janeczko, Joseph J.
Giuliano, and Janis Farnham, were granted 250,000 shares of our company Common
Stock.  In addition, Joseph I. Emas resigned as a member of the Board
of Directors.  In appreciation of his contributions to the Company
outside of legal services, Mr. Emas was granted 1,000,000 shares of our
company’s Common Stock. Further, effective March 4, 2010, Pamela Thompson
resigned as our Chief Financial Officer and Joseph J. Giuliano was appointed our
Chief Financial Officer.




Audit
Committee Financial Expert




The
Company’s board of directors currently serves as the Audit
Committee.  The Company does not currently have, and is not required
to have, an independent director serving on the board who may be deemed a
"Financial Expert.".




Conflicts
of Interest





Members
of our management are associated with other firms involved in a range of
business activities.  Consequently, there are potential inherent
conflicts of interest in their acting as officers and directors of our
company.   Although the officers and directors are engaged in
other business activities, we anticipate they will devote an important amount of
time to our affairs.




Our
officers and directors are now and may in the future become shareholders,
officers, or directors of other companies, which may be formed for the purpose
of engaging in business activities similar to ours.  Accordingly,
additional direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of us or other entities.  Moreover,
additional conflicts of interest may arise with respect to opportunities which
come to the attention of such individuals in the performance of their duties or
otherwise.  Currently, we do not have a right of first refusal
pertaining to opportunities that come to their attention and may relate to our
business operations.





Our
officers and directors are, so long as they are our officers or directors,
subject to the restriction that all opportunities contemplated by our plan of
operation which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities of, and be made
available to us and the companies that they are affiliated with on an equal
basis.  A breach of this requirement will be a breach of the fiduciary
duties of the officer or director.  If we or the companies with which
the officers and directors are affiliated both desire to take advantage of an
opportunity, then said officers and directors would abstain from negotiating and
voting upon the opportunity.  However, all directors may still
individually take advantage of opportunities if we should decline to do
so.  Except as set forth above, we have not adopted any other conflict
of interest policy with respect to such transactions.





Compliance
With Section 16(A) Of The Exchange Act 9.A. Directors And Executive Officers,
Promoters, And Control Persons:





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers, directors, and persons who own more than 10% of a registered class of
our equity securities to file certain reports with the SEC regarding ownership
of, and transactions in, our securities.  Such officers, directors,
and 10% shareholders are also required by the SEC to furnish us with all Section
16(a) forms that they file.


27




Based
solely on our review of such forms furnished to us and written representations
from certain reporting persons, we believe that all filing requirements
applicable to our executive officers, directors, and more than 10% stockholders
were not complied with during the fiscal year ended December 31,
2009.




Code
of Ethics




We have
adopted a code of ethics that applies to all of our executive officers,
directors, and employees.  Code of ethics codifies the business and
ethical principles that govern all aspects of our business.  This
document will be made available in print, free of charge, to any shareholder
requesting a copy in writing from the Company and it was attached as Exhibit
14.1 to our annual report for December 31, 2007.





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 Securities Act of 1933 and
is, therefore, unenforceable.





Exclusion
of Liability





Pursuant
to the Nevada Business Corporation Act, Brampton Crest
International, Inc.'s Amended and Restated Articles of Incorporation
exclude personal liability for its directors
for  monetary  damages  based  upon
any  violation  of their fiduciary duties as directors,
except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which  involve
intentional misconduct or a knowing violation of law, acts in violation of
the  Nevada Business Corporation Act, or any transaction from
which a director receives an improper personal benefit.  This
exclusion of liability does not limit any right that a director may have to
be indemnified and does not affect any director's liability under federal
or applicable state securities laws.





Independent
Directors and Financial Expert





Each of
Bryan Janeczko and Robert Wildberger is considered by the Board to be an
"Independent Director" of the Company as defined under Rule 10-A.3 of the
Exchange Act, but not a "Financial Expert" as defined herein.  In
order to be considered to be independent for purposes of Rule 10A-3, a member of
an audit committee of a listed issuer that is not an investment company may not,
other than in his or her capacity as a member of the audit committee, the board
of directors, or any other board committee: (A) accept directly or indirectly
any consulting, advisory, or other compensatory fee from the issuer or any
subsidiary thereof, provided that, unless the rules of the national securities
exchange or national securities association provide otherwise, compensatory fees
do not include the receipt of fixed amounts of compensation under a retirement
plan (including deferred compensation) for prior service with the listed issuer
(provided that such compensation is not contingent in any way on continued
service); or (B) be an affiliated person of the issuer or any subsidiary
thereof.





The term
“Financial Expert” is defined as a person who has the following attributes: an
understanding of generally accepted accounting principles and financial
statements; has the ability to assess the general application of such principals
in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements
that present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that can reasonably
be expected to be raised by the Company’s financial statements, or experience
actively supervising one or more persons engaged in such activities; an
understanding of internal controls and procedures for financial reporting; and
an understanding of audit committee functions.




Corporate
Governance




Our
business, property and affairs are managed by, or under the direction of, our
Board, in accordance with the General Corporation Law of the State of Nevada and
our By-Laws. Members of the Board are kept informed of our business through
discussions with the Chief Executive Officer and other key members of
management, by reviewing materials provided to them by management.




We
continue to review our corporate governance policies and practices by comparing
our policies and practices with those suggested by various groups or authorities
active in evaluating or setting best practices for corporate governance of
public companies. Based on this review, we have adopted, and will continue to
adopt, changes that the Board believes are the appropriate corporate governance
policies and practices for our Company. We have adopted changes and will
continue to adopt changes, as appropriate, to comply with the Sarbanes-Oxley Act
of 2002 and subsequent rule changes made by the SEC and any applicable
securities exchange.




28




Director Qualifications and Diversity




The board
seeks independent directors who represent a diversity of backgrounds and
experiences that will enhance the quality of the board’s deliberations and
decisions. Candidates shall have substantial experience with one or more
publicly traded companies or shall have achieved a high level of distinction in
their chosen fields. The board is particularly interested in maintaining a mix
that includes individuals who are active or retired executive officers and
senior executives, particularly those with experience in the sales and
marketing, finance and capital market industries.




In
evaluating nominations to the Board of Directors, our Board also looks for
certain personal attributes, such as integrity, ability and willingness to apply
sound and independent business judgment, comprehensive understanding of a
director’s role in corporate governance, availability for meetings and
consultation on Company matters, and the willingness to assume and carry out
fiduciary responsibilities. Qualified candidates for membership on the Board
will be considered without regard to race, color, religion, sex, ancestry,
national origin or disability.




Risk
Oversight




Enterprise
risks are identified and prioritized by management and each prioritized risk is
assigned to the full board for oversight. These risks include, without
limitation, the following:




Risks and
exposures associated with strategic, financial and execution risks and other
current matters that may present material risk to our operations, plans,
prospects or reputation.




Risks and
exposures associated with financial matters, particularly financial reporting,
tax, accounting, disclosure, internal control over financial reporting,
financial policies, investment guidelines and credit and liquidity
matters.




Risks and
exposures relating to corporate governance; and management and director
succession planning.




Risks and
exposures associated with leadership assessment, and compensation programs and
arrangements, including incentive plans.




Board
Leadership Structure




The
Chairman of the Board presides at all meetings of the Board. The Chairman is
appointed on an annual basis by at least a majority vote of the remaining
directors. In 2009, the Chairman resigned from the Board and no replacement has
been designated.




Review
of Risks Arising from Compensation Policies and Practices




We
have reviewed our compensation policies and practices for all employees and
concluded that any risks arising from our policies and practices are not
reasonably likely to have a material adverse effect on the Company.




ITEM
11. EXECUTIVE COMPENSATION.





The
following table sets forth for the year ended December 31, 2008 and 2009
compensation awarded to, paid to, or earned by, our Chief Executive
Officer, and our other most highly compensated executive officers whose
total compensation during the last fiscal year exceeded $100,000, if
any.




29




Salary CompensationName and
                                Principal
                                Position
                              
                              Fiscal
                                Year
                              
                              Salary ($)
                              
                              
                              Bonus
      ($)
                              
                              
                              Restricted
                                Stock
                                Awards
                                (1)
                              
                              
                              Options
                                Awards
                                ($)(1)
                              
                              
                              Non-Equity
                                Incentive Plan
                                Compensation
                                ($)
                              
                              
                              Nonqualified
                                Deferred
                                Compensation
                                Earnings ($)
                              
                              
                              All Other
                                Compensation
                                ($) (2)(3)
                              
                              Total ($)Bryan
      Norcross,
                              
                              2009
                              
                              $
                              120,000
                              
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              
                              -0-
                              
                              
                              
                              -0-
                              
                              
                              
                              -0-
                              
                              $
                              -0-
                              
                              $
                              120,000Chief
      Executive
                                Officer
      (4)
                              
                              2008
                              
                              $
                              120,000
                              
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              
                              -0-
                              
                              
                              
                              -0-
                              
                              
                              
                              -0-
                              
                              $
                              -0-
                              
                              $
                              120,000




(1)
            The
      options and restricted stock awards presented in this table for 2009 and
      2008 reflects the entire amount to be expensed over the service period as
      if the total dollar amount were earned in the year of grant. However, the
      accompanying financial statements reflect the dollar amount expensed by
      the company during applicable fiscal year for financial statement
      reporting purposes pursuant to guidance issued by the FASB. Such
      guidance requires the company to determine the overall value of the stock
      awards and options as of the date of grant. The stock awards are valued
      based on the fair market value of such shares on the date of grant and are
      charged to compensation expense over the related vesting period. The
      options are valued at the date of grant based upon the Black-Scholes
      method of valuation, which is expensed over the service period over which
      the options become vested. As a general rule, for
      time-in-service-based options, the company will immediately expense any
      option or portion thereof which is vested upon grant, while expensing the
      balance on a pro rata basis over the remaining vesting term of the
      option. For a description of the guidance issued by the FASB and the
      assumptions used in determining the value of the options under the
      Black-Scholes model of valuation, see the notes to the consolidated
      financial statements included with this Form
  10-K.




(2)
            Includes
      all other compensation not reported in the preceding columns, including
      (i) perquisites and other personal benefits, or property, unless the
      aggregate amount of such compensation is less than $10,000; (ii) any
      “gross-ups” or other amounts reimbursed during the fiscal year for the
      payment of taxes; (iii) discounts from market price with respect to
      securities purchased from the company except to the extent available
      generally to all security holders or to all salaried employees; (iv) any
      amounts paid or accrued in connection with any termination (including
      without limitation through retirement, resignation, severance or
      constructive termination, including change of responsibilities) or change
      in control; (v) contributions to vested and unvested defined contribution
      plans; (vi) any insurance premiums paid by, or on behalf of, the company
      relating to life insurance for the benefit of the named executive officer;
      and (vii) any dividends or other earnings paid on stock or option awards
      that are not factored into the grant date fair value required to be
      reported in a preceding column.




(3)
            Includes
      compensation for service as a director described under Director
      Compensation, below.




(4)
            The
      table above does not reflect the
following:




·
            Mr.
      Norcross became an officer and director of the Company in March 2008.
      Since May 2009, Mr. Norcross has accrued his monthly salary. In 2010, his
      accrued salary and unpaid expenses were converted into restricted stock at
      $.0147 per share.




·
            Mr.
      Norcross donated back to our treasury 12,500,000 shares on June 28, 2009
      for no specific consideration.




·
            Mr.
      Norcross participated in a December 22, 2009 private placement of
      $220,000. In such offering, he purchased $50,000 of notes due in December
      2010. For his investment, he received $5,000 interest paid up front,
      2,500,000 shares of common stock and promissory note in the amount of
      $50,000, which if not repaid in December 2010, automatically converts into
      2,500,000 common shares. Mr. Norcross' compensation is as an employee at
      will as there is no employment contract covering his
    services.




No
outstanding common share purchase option or other equity-based award granted to
or held by any named executive officer in 2009 or 2008 were re-priced or
otherwise materially modified, including extension of exercise periods, the
change of vesting or forfeiture conditions, the change or elimination
of applicable performance criteria, or the change of the bases upon which
returns are determined, nor was there any waiver or modification of any
specified performance target, goal or condition to payout.




Executive
Officer Outstanding Equity Awards At Fiscal Year-End




The
following table provides certain information concerning any common share
purchase options, stock awards or equity incentive plan awards held by each of
our named executive officers that were outstanding as of December 31,
2009.




30




Option Awards
                                          
                                          
                                          
                                          
                                          
                                          Stock AwardsName
                                          
                                          Number of
                                            Securities
                                            Underlying
                                            Unexercised
                                            Options(#)
                                            Exercisable
                                          
                                          
                                          Number of
                                            Securities
                                            Underlying
                                            Unexercised
                                            Options(#)
                                            Unexercisable
                                          
                                          
                                          Equity
                                            Incentive
                                            Plan
                                            Awards:
                                            Number of
                                            Securities
                                            Underlying
                                            Unexercised
                                            Unearned
                                            Options (#)
                                          
                                          
                                          Option
                                            Exercise
                                            Price ($)
                                          
                                          
                                          Option
                                            Expiration
                                            Date
                                          
                                          
                                          Number of
                                            Shares or
                                            Units of
                                            Stock That
                                            Have Not
                                            Vested (#)
                                          
                                          
                                          Market
                                            Value of
                                            Shares or
                                            Units of
                                            Stock
      That
                                            Have Not
                                            Vested
                                          
                                          Equity
                                            Incentive
                                            Plan
                                            Awards:
                                            Number
                                            of
                                            Unearned
                                            Shares,
                                            Units or
                                            Other
                                            Rights
                                            That Have
                                            Not
                                            Vested
                                          
                                          Equity
                                            Incentive Plan
                                            Awards:
                                            Market or
                                            Payout Value of
                                            Unearned
                                            Shares, Units or
                                            Other Rights
                                            That Have Not
                                            VestedBryan
      Norcross
                                          
                                          
                                          -0-
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          
                                          N/A
                                          
                                          
                                          
                                          N/A
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          $
                                          -0-
                                          
                                          NA
                                          
                                          NA





Director
Compensation





In 2009,
our directors did not receive compensation for serving on the Board or on its
committees. Depending on the number of meetings and the time required for the
Company’s operations, it was the Company's policy that it may decide to
compensate its directors in the future. In March 2010, the Company granted
250,000 shares to each non-executive director and 1,000,000 shares to a retiring
director in appreciation of his contributions to the Company.





Other
Compensation





Our Board
of Directors in 2009 consisted of Bryan Norcross, our CEO, Brad Hacker, then our
CFO, Joseph Emas, our prior securities counsel, and Robert Wineberg, a former
officer. Each person was compensated for their services to the Company as an
executive officer, legal counsel or for accounting services to the Company as
opposed to being compensated for services as a director. For 2009, compensation
paid and accrued to Messrs. Hacker, Emas and Wineberg totaled $47,000, $47,500
and $25,000, respectively.





Any
unpaid amounts were converted by the above individuals to stock. The conversion
with other employees and consultants to the Company accepted an agreement to
convert accrued salaries and fees due them to common stock. The individuals and
consultants have agreed to convert a total of $427,245 of accrued salaries and
fees to total shares of 29,064.310.




Travel
Expenses




All
directors shall be reimbursed for their reasonable out of pocket expenses
associated with attending the meeting.




Compensation
Table




The
following table shows the overall compensation earned for the 2009 fiscal year
with respect to each director (other than Bryan Norcross) as of December 31,
2009.




DIRECTOR COMPENSATIONName and
                                            Principal
                                            Position
                                          
                                          Fees
                                            Earned
                                            or Paid
                                            in Cash
                                            ($)
                                          
                                          
                                          Stock
                                            Awards ($)(1)
                                            (5)
                                          
                                          
                                          Option
                                            Awards ($)
                                            (1)
                                          
                                          
                                          Non-Equity
                                            Incentive Plan
                                            Compensation
                                            ($) (2)
                                          
                                          
                                          Nonqualified
                                            Deferred
                                            Compensation
                                            Earnings ($)
                                          
                                          
                                          All Other
                                            Compensation ($)
                                            (3)(4)(6)
                                          
                                          
                                          Total ($)Brad
      Hacker, Director (4)
                                          
                                          $
                                          5,000
                                          
                                          
                                          $
                                          42,000
                                          
                                          
                                          $
                                          -0-
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          $
                                          -0-
                                          
                                          
                                          $
                                          47,000Joseph
      Emas, Director (5)
                                          
                                          $
                                          7,500
                                          
                                          
                                          $
                                          40,000
                                          
                                          
                                          $
                                          -0-
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          $
                                          -0-
                                          
                                          
                                          $
                                          47,500Robert
      Wineberg, Director (6)
                                          
                                          $
                                          5,000
                                          
                                          
                                          $
                                          20,000
                                          
                                          
                                          $
                                          -0-
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          
                                          -0-
                                          
                                          
                                          $
                                          -0-
                                          
                                          
                                          $
                                          25,000







(1)  The
      restricted stock awards presented in this table for 2009 reflects the
      entire amount to be expensed over the service period as if the total
      dollar amount were earned in the year of grant. However, the accompanying
      financial statements reflect the dollar amount expensed by the company
      during applicable fiscal year for financial statement reporting purposes
      pursuant to guidance issued by the FASB.  Such guidance requires the
      company to determine the overall value of the restricted stock awards and
      options as of the date of grant based upon the Black-Scholes method of
      valuation, and to then expense that value over the service period over
      which the restricted stock awards and options become vested. As a
      general rule, for time-in-service-based options, the company will
      immediately expense any restricted stock awards and option or portion
      thereof which is vested upon grant, while expensing the balance on a pro
      rata basis over the remaining vesting term of the restricted stock awards
      and options. For a description guidance issued by the FASB and the
      assumptions used in determining the value of the restricted stock awards
      and options under the Black-Scholes model of valuation, see the notes to
      the financial statements included with this Form
  10-K.




31




(2)
              Excludes
      awards or earnings reported in preceding
  columns.




(3)
            Includes
      all other compensation not reported in the preceding columns, including
      (i) perquisites and other personal benefits, or property, unless the
      aggregate amount of such compensation is less than $10,000; (ii) any
      “gross-ups” or other amounts reimbursed during the fiscal year for the
      payment of taxes; (iii) discounts from market price with respect to
      securities purchased from the company except to the extent available
      generally to all security holders or to all salaried employees; (iv) any
      amounts paid or accrued in connection with any termination (including
      without limitation through retirement, resignation, severance or
      constructive termination, including change of responsibilities) or change
      in control; (v) contributions to vested and unvested defined contribution
      plans; (vi) any insurance premiums paid by, or on behalf of, the company
      relating to life insurance for the benefit of the director; (vii) any
      consulting fees earned, or paid or payable; (viii) any annual costs of
      payments and promises of payments pursuant to a director legacy program
      and similar charitable awards program; and (ix) any dividends declared or
      other earnings paid on stock or option awards that are not factored into
      the grant date fair value required to be reported in a preceding
      column.




(4)
            Compensation
      paid for accounting services.




(5)
            Compensation
      paid for legal services.




(6)
            Officer
      compensation paid.




The
foregoing table does not reflect the following: Mr. Wineberg participated in
a December 2009 private placement of $220,000. In such offering, he purchased
$50,000 of notes due in December 2010. For his investment, he received $5,000
interest paid up front, 2,500,000 shares of common stock and promissory note in
the amount of $50,000, which if not repaid in December 2010, automatically
converts into 2,500,000 common shares.




Certain
employees and consultants to the Company have accepted an agreement to convert
accrued salaries and fees due them to common stock. The individuals and
consultants have agreed to convert a total of $427,245 of accrued salaries and
fees to total shares of 29,064.310.




The
Company, desires to sell up to $1,500,000 in five year convertible debentures
(converting to an aggregate of 300,000,000 shares the Company’s common
stock,  The Company will, subject to continuing confirmation of
Accredited Subscriber Status, accept subscriptions of $250,000 every
ninety  (90) days following the initial investment, until the full
Offering amount is satisfied or the Company, in its sole discretion, terminates
the Offering; except that it is acknowledged that the initial investment shall
be satisfied in two payments, one of $20,000 immediately and the remainder of
the payment, consisting of $230,000, to be paid in the week of April 19,
2010.  The Company may, in its sole discretion, not accept a Tranche
provided the Company provides written notice to the Subscriber, not less than
five days prior to the expiration of the 90 day period of a Tranche, of not
accepting the Tranche.  Unaccepted Tranches are not cumulative unless
agreed to in writing by the Subscriber




If the
full amount of these debentures are transacted and the aggregate shares of
300,000,000 be issued it would result in a change of control in the
Company.




Review
of Risks Arising from Compensation Policies and Practices





We have
reviewed our compensation policies and practices for all employees and concluded
that any risks arising from our policies and practices are not reasonably likely
to have a material adverse effect on the Company.





ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.




The
following table lists stock ownership of our Common Stock as of April 15, 2010.
The Company has elected to report the Security ownership of certain beneficial
owners as of the current date due to the large number of shares issued agreed to
be issued in 2010. These shares were issued as a result of certain employees and
consultants to the Company accepted an agreement to convert accrued salaries and
fees due them to common stock. The individuals and consultants have agreed to
convert a total of $427,245 of accrued salaries and fees to total shares of
29,064.310.


32




The
information includes beneficial ownership by (i) holders of more than 5% of our
Common Stock, (ii) each of our directors and executive officers and (iii)
all of our directors and executive officers as a group. Except as noted below,
to our knowledge, each person named in the table has sole voting and investment
power with respect to all shares of our Common Stock beneficially owned by
them.




Number
      of
                                              
                                              
                                              Percentage
      ofShares
                                              
                                              
                                              SharesName and Address
                                              
                                              Beneficially Owned (1)
                                              
                                              
                                              Beneficially Owned (1)Bryan
      Norcross(2)
                                              
                                              
                                              23,213,969
                                              
                                              
                                              
                                              12.2
                                              %4700
      Biscayne Blvd, Suite 500 ,Miami, FL 33137,Joseph
      J. Giuliano
                                              
                                              
                                              250,000
                                              
                                              
                                              
                                              0.1-
                                              %4700
      Biscayne Blvd, Suite 500, Miami, FL 33137,Brad
      Hacker
                                              
                                              
                                              4,081,633
                                              
                                              
                                              
                                              2.1
                                              %5722
      S. Flamingo Drive, Suite 151, Ft. Lauderdale, FL 33330Robert
      Wildberger
                                              
                                              
                                              750,000
                                              
                                              
                                              
                                              0.4
                                              %4700
      Biscayne Blvd, Suite 500, Miami, FL 33137Bryan
      Janeczko
                                              
                                              
                                              250,000
                                              
                                              
                                              
                                              0.1-
                                              %4700
      Biscayne Blvd, Suite 500, Miami, FL 33137,Janis
      Farnham
                                              
                                              
                                              3,311,224
                                              
                                              
                                              
                                              1.7
                                              %4700
      Biscayne Blvd, Suite 500, Miami, FL 33137,All
      directors and
                                              
                                              
                                              31,856,826
                                              
                                              
                                              
                                              16.8
                                              %executive
      officers asa
      group (6 persons)Robert
      Wineberg
                                              
                                              
                                              54,560,544
                                              
                                              
                                              
                                              28.7
                                              %Delaporte
      Point, House #45
                                                Nassau,
      BahamasMax
      Mayfield and Associates, LLC
                                              
                                              
                                              14,132,653
                                              
                                              
                                              
                                              7.4
                                              %4700
      Biscayne Blvd, Suite 500,Miami, FL 33137.MB
      Worldwide Investments, LLC One East Broward Blvd, Suite 1010
                                                Fort
      Lauderdale, FL  33301
                                              
                                              
                                              25,059,568
                                              
                                              
                                              
                                              13.2
                                              %




* less
than 1%





(1)
            Based
      on a total of an aggregate of 190,191,191 shares of capital stock,
      consisting of 160,054,881 issued and outstanding shares of common stock
      and warrants to purchase -0- shares of common stock and 1,000,000 shares
      issued to  board member upon their appointment March 4, 2010 and
      29,064,310 shares issued to employees and consultants of the Company whom
      elected to convert accrued salaries and fees to stock on April 12,
      2010




(2)
            The
      shares of common stock are held in the name of Bryan Norcross Corporation
      of which Bryan Norcross is the controlling
  shareholder.




33





Effective
March 4, 2010, Robert G. Wildberger, Bryan Janeczko, Joseph J. Giuliano, and
Janis J. Farnham were appointed as members of the Board of Directors to serve
until the next annual meeting of the Corporation’s shareholders or their
respective earlier death, resignation or removal from office. Commiserate with
their appointment, each of Robert G. Wildberger, Bryan Janeczko, Joseph J.
Giuliano, and Janis Farnham, were granted 250,000 shares of our company Common
Stock.





Certain
employees and consultants to the Company have accepted an agreement to convert
accrued salaries and fees due them to common stock. The individuals and
consultants have agreed to convert a total of $427,245 of accrued salaries and
fees to total shares of 29,064.310. Shares to be issued are as
follows:





Brad
      Hacker
                                
                                
                                4,081,633Joseph
      Emas
                                
                                
                                3,231,293Murray
      Bacal
                                
                                
                                7,482,993Robert
      Wineberg
                                
                                
                                1,360,544Bryan
      Norcross
                                
                                
                                8,213,969Janis
      Farnham
                                
                                
                                3,061,224Max
      Mayfield
                                
                                
                                1,632,653





ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDPENDENCE.





Related
Party Transactions





On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company ("AEN"), Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into the Company
such that AEN continued as a wholly owned subsidiary corporation of the Company.
As a result of this transaction, the Company issued a total of 100,000,000
shares of Common Stock to the former members of AEN.





In 2009,
the Company repurchased (i) 48,000,000 shares of Common Stock at a price of
$200,000 from two affiliated persons (Robert Adams and Matthew Straeb) and (ii)
25,000,000 shares of Common Stock from two additional affiliated persons (Bryan
Norcross and Max Mayfield) for no additional consideration.





Since May
2009, Mr. Norcross has accrued his monthly salary. In 2010, his accrued salary
and unpaid expenses were converted into restricted stock at $.0147 per share. In
addition, in April 2010 six (6) persons also agreed to convert their accrued
salary and unpaid expenses, if any, into an aggregate of 29,064,310 shares of
Common Stock at a price of $.0147 per share.





Mr.
Norcross participated in a December 2009 private placement of $220,000. In such
offering, he purchased $50,000 of notes due in December 2010. For his
investment, he received $5,000 interest paid up front, 2,500,000 shares of
common stock and promissory note in the amount of $50,000, which if not repaid
in December 2010, automatically converts into 2,500,000 common
shares.




Mr.
Wineberg participated in a December 2009 private placement of $220,000. In such
offering, he purchased $50,000 of notes due in December 2010. For his
investment, he received $5,000 interest paid up front, 2,500,000 shares of
common stock and promissory note in the amount of $50,000, which if not repaid
in December 2010, automatically converts into 2,500,000 common
shares.




Mr.
Wildberger participated in a December 2009 private placement of $220,000. In
such offering, he purchased $10,000 of notes due in December 2010. For his
investment, he received $1,000 interest paid up front, 500,000 shares of common
stock and promissory note in the amount of $10,000, which if not repaid in
December 2010, automatically converts into 500,000 common shares.


34


ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




Fiscal
2009





(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-Q and services that  are  normally
provided by the accountants in connection with statutory and regulatory filings
or engagements for those fiscal years were $20,000.





(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 advice,
and  tax  planning  was  $1,500.




(4)     All  Other  Fees





There were no
other fees charged by the
principal accountants other than those disclosed in (1)
and (3) above.





Fiscal
2008





(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-Q and services that are normally provided by the
accountants in connection with statutory and regulatory filings or engagements
for those fiscal years were $28,000.





(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 advice,
and  tax  planning  was  $3,000.





(4)     All Other  Fees





There  were  no
other fees charged by the
principal  accountants  other  than  those  disclosed  in  (1)  and  (3)
above.





Audit  Hours Incurred





The principal accountants spent approximately 50
percent of the total hours spent on the accounting.  The
hours were about equal to the hours spent by the
Company's internal accountant.





The Board
of Directors has reviewed and discussed with the Company's management and
independent registered public accounting firm the audited consolidated
financial  statements of the Company contained in the Company's Annual
Report on Form 10-K for the Company's 2009 fiscal year. The Board has also
discussed with the auditors the matters required to be discussed pursuant to SAS
No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's consolidated financial statements.


35


The Board
has received and reviewed the written disclosures and the letter from the
independent registered public accounting firm required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with its auditors its independence from the Company. The Board has
considered whether the provision of services other than audit services is
compatible with maintaining auditor independence.





Based on
the review and discussions referred to above, the Board approved the inclusion
of the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for its 2009 fiscal year for filing with the
SEC.





Pre-Approval
Policies





The
Board's policy is now to pre-approve all audit services and all permitted
non-audit services (including the fees and terms thereof) to be provided by the
Company's independent registered public accounting firm; provided, however,
pre-approval requirements for non-audit services are not required if all such
services (1) do not aggregate to more than five percent of total revenues paid
by the Company to its accountant in the fiscal year when services are provided;
(2) were not recognized as non-audit services at the time of the engagement; and
(3) are promptly brought to the attention of the Board and approved prior to the
completion of the audit.





The Board
pre-approved all fees described above.


36





PART IV




ITEM
15.  EXHIBITS AND REPORTS.




Exhibits




3.1
            
            Articles
      of Incorporation (1)3.2
            
            Amendments
      to Articles of Incorporation (1)3.1
            
            Bylaws
      of the Corporation (1)14
            
            Code
      of Ethics (1)21
            
            Subsidiaries
      (2)31.1
            
            Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act. (2)31.2
            
            Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act. (2)32.1
            
            Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.  (2)32.2
            
            Certification
      of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.  (2)





(1)
Incorporated by reference.




(2)  Filed
herein.


37




Signatures





In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, on the 15th day of April,
2010




Brampton
      Crest International, Inc.Date:
      April 15, 2010
              
              /S/ Bryan NorcrossBryan
      Norcross(Chief
      Executive Officer)




Date:
      April 15, 2010
                
                /S/
      Joseph GiulianoJoseph
      Giuliano(Chief
      Financial Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons in the capacities and on the dates
indicated.




Date
                            
                            Signature/TitleDate:
      April 15, 2010
                            
                            
                            /S/ Bryan NorcrossBryan
      Norcross(Chief
      Executive Officer)Date:
      April 15, 2010
                            
                            
                            /S/ Joseph GiulianoJoseph
      Giuliano(Chief
      Financial Officer)/S/ Robert WildbergerDate:
      April 15, 2010
                            
                            
                            Robert
      Wildberger(Director)Date:
      April 15, 2010
                            
                            
                            /S/ Bryan JaneczkoBryan
      Janeczko(Director)Date:
      April 15, 2010
                            
                            
                            /S/ Janis FarnhamJanis
      Farnham(Director)




38




PART
F/S.  FINANCIAL STATEMENTS





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES




Report
      of Independent Registered Public Accounting Firm
              
              
              F-1Consolidated
      Financial Statements:Consolidated
      Balance Sheets as of December 31, 2009 and 2008
              
              
              F-2Consolidated
      Statements of Operations  for the years ended December 31, 2009
      and 2008
              
              
              F-3Consolidated
      Statements of Stockholders' Equity for the years ended December 31, 2009
      and 2008
              
              
              F-4Consolidated Statements
      of Cash Flows for the years ended  December 31, 2009 and
      2008
              
              
              F-5Notes
      to Consolidated Financial Statements
              
              
              F-6




39




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


Brampton
Crest International, Inc. and Subsidiaries


Miami
Beach, Florida





We have
audited the accompanying consolidated balance sheets of Brampton Crest
International, Inc. and subsidiaries ("the Company") as of December
31, 2009 and 2008, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the two-years in the period
ended December 31, 2009. These consolidated financial
statements   are the   responsibility   of the   Company's
management.   Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.





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





In our
opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Brampton Crest International, Inc. and subsidiaries ("the
Company") as of December 31, 2009 and 2008, and the consolidated results of
its operations and its consolidated cash flows for each of the two-years in the
period ended December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 12 to the consolidated
financial statements, the Company’s significant operating losses, working
capital deficiency, and stockholders’ deficiency raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.





BERENFELD,
SPRITZER, SHECHTER & SHEER, LLP


CERTIFIED
PUBLIC ACCOUNTANTS AND CONSULTANTS




Fort
Lauderdale, Florida


–April
15, 2010


F-1





BRAMPTON
CREST INTERNATIONAL, INC.  AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS





December 31,
                  
                  
                  December 31,2009
                  
                  
                  2008ASSETSCurrent
      Assets:Cash
                  
                  $
                  165,101
                  
                  
                  $
                  375,058Marketable
      securities
                  
                  
                  —
                  
                  
                  
                  1,025,000Accounts
      receivable-net
                  
                  
                  10,000
                  
                  
                  
                  31,147Total
      Current Assets
                  
                  
                  175,101
                  
                  
                  
                  1,431,205PROPERTY
      AND EQUIPMENT, net
                  
                  
                  326,843
                  
                  
                  
                  355,220Other
      Assets:Deposits
      and prepaid expenses
                  
                  
                  4,758
                  
                  
                  
                  6,294Trademarks
                  
                  
                  -
                  
                  
                  
                  10,650Total
      Other Assets
                  
                  
                  4,758
                  
                  
                  
                  16,944TOTAL
      ASSETS
                  
                  $
                  506,702
                  
                  
                  $
                  1,803,369LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIENCY)Current
      LiabilitiesAccounts
      payable
                  
                  $
                  272,689
                  
                  
                  $
                  25,391Accrued
      expenses
                  
                  
                  151,000
                  
                  
                  
                  -Due
      to related party
                  
                  
                  95,926
                  
                  
                  
                  95,926Current
      portion of notes payable
                  
                  
                  1
                  
                  
                  
                  -Total
      Current liabilities
                  
                  
                  519,616
                  
                  
                  
                  121,317COMMITMENTS
      AND CONTINGENCIES
                  
                  
                  -
                  
                  
                  
                  -STOCKHOLDERS’
      EQUITY (DEFICIENCY)Preferred
      stock, $.001 par value; 25,000,000 shares authorized,
                    -0-
      shares issued and outstanding as of December 31, 2008 and
    2009
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, $.001 par value; 950,000,000 shares authorized,
                    232,854,881shares
      issued and 160,054,881 shares outstanding at December 31, 2009 and
      221,854,881 shares issued and outstanding at December 31,
    2008
                  
                  
                  160,055
                  
                  
                  
                  221,854Additional
      paid in capital
                  
                  
                  14,040,861
                  
                  
                  
                  13,959,063Accumulated
      deficit
                  
                  
                  (14,213,830
                  )
                  
                  
                  (12, 498,865
                  )TOTAL
      STOCKHOLDERS’ EQUITY (DEFICIENCY)
                  
                  
                  (12,914)
                  
                  
                  
                  1,682,052TOTAL
      LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIENCY)
                  
                  $
                  506,702
                  
                  
                  $
                  1,803,369




See
accompanying notes to the Consolidated Financial Statements




F-2




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS





Years EndedDecember31,2009
                  
                  
                  
                  2008Revenue
                  
                  $
                  120,132
                  
                  
                  $
                  172,909Cost
      of Sales
                  
                  
                  89,650
                  
                  
                  
                  84,019Gross
      Profit
                  
                  
                  30,482
                  
                  
                  
                  88,890Selling,
      General andAdministrative
      Expenses
                  
                  
                  1,717,163
                  
                  
                  
                  1,149,996Impairment
      of Asset
                  
                  
                  10,650
                  
                  
                  
                  10,415,747Loss
      From Operations
                  
                  
                  (1,697,331
                  )
                  
                  
                  (11,476,853
                  )Other
      Income (Expense):Interest
      Expense
                  
                  
                  (22,000)
                  
                  
                  
                  -Interest
      Income
                  
                  
                  4,366
                  
                  
                  
                  25,209Total
      Other Income (Expense)
                  
                  
                  (17,634)
                  
                  
                  
                  25,209Loss
      Before Income Taxes
                  
                  
                  (1,714,965
                  )
                  
                  
                  (11,451,644
                  )Provision
      for Income Taxes
                  
                  
                  —
                  
                  
                  
                  —Net
      Loss
                  
                  $
                  (1,714,965
                  )
                  
                  $
                  (11,451,644
                  )Net
      Loss Per Share-Basic
      and Diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.07
                  )Weighted
      Average Common SharesOutstanding
      - Basic and Diluted
                  
                  
                  182,547,528
                  
                  
                  
                  163,825,550




See
accompanying notes to the Consolidated Financial Statements




F-3




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY


Years
ended December 31, 2009 and 2008




Additional
                        
                        
                        
                        
                        
                        TotalCommonStock
                        
                        
                        Paid-In
                        
                        
                        Accumulated
                        
                        
                        Stockholder’sShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        EquityBALANCE,
      DECEMBER 31, 2007
                        
                        
                        51,518,710
                        
                        
                        $
                        51,518
                        
                        
                        $
                        1,589,900
                        
                        
                        $
                        (1,047,221
                        )
                        
                        
                        594,197Common
      Stock Issued for Private Placement andExercise
      of Stock Warrants Net of Issuance Costs
                        
                        
                        70,336,171
                        
                        
                        
                        70,336
                        
                        
                        
                        2,369,163
                        
                        
                        
                        —
                        
                        
                        
                        2,439,499Common
      Stock Issued for Acquisition
                        
                        
                        100,000,000
                        
                        
                        
                        100,000
                        
                        
                        
                        10,000,000
                        
                        
                        
                        
                        
                        
                        
                        10,100,000Net
      Loss for the year ended December 31, 2008
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (11,451,644
                        )
                        
                        
                        (11,451,644
                        )BALANCE,
      DECEMBER 31, 2008
                        
                        
                        221,854,881
                        
                        
                        $
                        221,854
                        
                        
                        $
                        13,959,063
                        
                        
                        $
                        (
      12,498,865
                        )
                        
                        $
                        1,682,052Exercise
      of Stock Warrants Net of Issuance Costs
                        
                        
                        200,000
                        
                        
                        
                        200
                        
                        
                        
                        (200
                        )
                        
                        
                        
                        
                        
                        
                        -Common
      Stock Issued for Private Placement
                        
                        
                        11,000,000
                        
                        
                        
                        11,001
                        
                        
                        
                        208,998
                        
                        
                        
                        -
                        
                        
                        
                        219,999Common
      Stock Cancelled
                        
                        
                        (25,000,000
                        )
                        
                        
                        (25,000
                        )
                        
                        
                        25,000
                        
                        
                        
                        -
                        
                        
                        
                        -Common
      Stock Redemption
                        
                        
                        (48,000,000
                        )
                        
                        
                        (48,000
                        )
                        
                        
                        (152,000
                        )
                        
                        
                        -
                        
                        
                        
                        (200,000
                        )Net
      Loss for the year ended December 31, 2009
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (1,714,965
                        )
                        
                        
                        (1,714,965
                        )BALANCE,
      DECEMBER 31, 2009
                        
                        
                        160,054,881
                        
                        
                        $
                        160,055
                        
                        
                        $
                        14,040,861
                        
                        
                        $
                        (14,213,830
                        )
                        
                        $
                        (12,914
                        )




See
accompanying notes to the Consolidated Financial Statements


F-4




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS





YearsEndedDecember31,2009
                            
                            
                            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                            
                            $
                            (1,714,965
                            )
                            
                            $
                            (11,451,644
                            )Adjustments
      to reconcile net loss to net cash used in operatingactivities:Depreciation
                            
                            
                            109,178
                            
                            
                            
                            96,402Loss
      on disposal of assets
                            
                            
                            
                            
                            
                            
                            —Impairment
      of trademarks
                            
                            
                            10,650Impairment
      of goodwill from acquisition
                            
                            
                            
                            
                            
                            
                            10,415,747Changes
      in operating assets and liabilities:Decreases
      (increases) in assetsAccounts
      receivable
                            
                            
                            21,147
                            
                            
                            
                            (31,147
                            )Prepaid
      expenses and deposits
                            
                            
                            1,536
                            
                            
                            
                            5,328Increases
      (decreases) in liabilitiesAccounts
      payable
                            
                            
                            247,298
                            
                            
                            
                            (85,347
                            )Accrued
      expenses
                            
                            
                            151,000
                            
                            
                            
                            -Net
      Cash Used in Operating Activities
                            
                            
                            (1,174,156
                            )
                            
                            
                            (1,050,661
                            )Cash
      Flows From Investing Activities:Cash
      acquired at acquisition
                            
                            
                            —
                            
                            
                            
                            19,349Marketable
      securities redeemed (purchased)
                            
                            
                            1,025,000
                            
                            
                            
                            (675,000
                            )Fixed
      assets purchased
                            
                            
                            (80,801
                            )
                            
                            
                            (389,608
                            )Net
      Cash Provided By (Used In) Investing Activities
                            
                            
                            944,199
                            
                            
                            
                            (1,045,259
                            )Cash
      Flows From Financing Activities:Repurchase
      of common stock
                            
                            
                            (200,000
                            )
                            
                            
                            —Proceeds
      from notes payable
                            
                            
                            1
                            
                            
                            
                            —Proceeds
      from sale of common stock, net of issuance costs
                            
                            
                            219,999
                            
                            
                            
                            2,439,499Net
      Cash Provided by Financing Activities
                            
                            
                            20,000
                            
                            
                            
                            2,439,499NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                            
                            
                            (209,957
                            )
                            
                            
                            343,579CASH,
      BEGINNING OF YEAR
                            
                            
                            375,058
                            
                            
                            
                            31,479CASH,
      END OF YEAR
                            
                            $
                            165,101
                            
                            
                            $
                            375,058SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWS INFORMATION:SUPPLEMENTAL
      DISCLOSURE OF NONCASH ACTIVITIES:Acquisition
      of America’s Emergency Network, LLC:Goodwill
                            
                            $
                            
                            
                            
                            $
                            10,415,749Accounts
      Payable
                            
                            
                            
                            
                            
                            
                            (108,927
                            )Cash
      acquired at acquisition
                            
                            
                            
                            
                            
                            
                            19,349Fixed
      assets
                            
                            
                            
                            
                            
                            
                            61,194Other
      assets
                            
                            
                            
                            
                            
                            
                            12,900Loan
      payable
                            
                            
                            
                            
                            
                            
                            (204,337
                            )Officer
      loan
                            
                            
                            
                            
                            
                            
                            (95,926
                            )$
                            
                            
                            
                            $
                            10,100,000OTHER
      SUPPLEMENTAL INFORMATION:Interest
      Paid
                            
                            $
                            22,000
                            
                            
                            $
                            —Income
      Taxes Paid
                            
                            $
                            —
                            
                            
                            $
                            —




See
accompanying notes to the Consolidated Financial Statements


F-5





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND
CAPITALIZATION





Brampton
Crest International, Inc. (the “Company"), a Nevada corporation, was originally
organized as Selvac Corporation, a Delaware corporation. On June 28, 1982,
Selvac Corporation restated its Certificate of Incorporation and changed its
name to Mehl/Biophile International Corporation. On March 22, 2000, the Company
reorganized as Hamilton-Biophile Companies. On November 26, 2001, the Company
re-domiciled to Nevada. Hamilton Biophile Companies changed their name to
Brampton Crest International, Inc., effective on November 18, 2004.





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





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





Laurentian,
as a licensed mortgage lender, sought to develop its loan business through an
established network of finance industry contacts developed by its management and
by seeking the participation by other originators known to the company
management. Laurentian loans were to be both short and medium term, secured by
accounts and trade receivables, real estate, credit card receivables, equipment
letters of credit and shares of stock. The originators from whom Laurentian were
to purchase participations were established companies known to Laurentian
management. Currently Laurentian is an inactive Company. Prior to becoming
inactive in this line of business, Laurentian made a loan totaling $200,000 to
America's Emergency Network, LLC. As a result of this loan transaction, the
Company became interested in acquiring AEN.




On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company ("AEN"), Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into the Company
such that AEN continued as a wholly owned subsidiary corporation of the Company.
As a result of this transaction, the Company issued a total of 100,000,000
shares of Common Stock to the former members of AEN. Shortly after the Company's
acquisition of AEN, the loan origination business of Laurentian ceased to
concentrate the Company's resources on the business of AEN.





Pursuant
to the terms and conditions of the Merger Agreement, the members of America’s
Emergency Network, LLC received an aggregate of 100,000,000 shares of Company
Common Stock.




The
following table sets forth the allocation of the purchase price for tangible and
intangible assets associated with the above 2008 acquisition and acquired assets
and liabilities assumed as of March 19, 2008:





Goodwill
                
                $
                10,415,747Cash
                
                
                19,349Fixed
      assets
                
                
                61,194Other
      assets
                
                
                12,900Accounts
      payable
                
                
                (108,927
                )Officer
      Loan
                
                
                (95,926
                )Loan
      Payable
                
                
                (204,337
                )Total
      Stock Issued for Purchase
                
                $
                10,100,000





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




F-6




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND CAPITALIZATION
(CONTINUED)





BASIS OF
PRESENTATION





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





USE OF
ESTIMATES





The
preparation of consolidated 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 consolidated financial statements and the reported amount of
revenues and expenses during the reported period. Actual results could differ
from those estimates.




CASH AND
CASH EQUIVALENTS





The
Company considers all highly liquid investments with an original term of three
months or less to be cash equivalents. At December 31, 2009 and December 31,
2008, the Company had cash equivalents in the amount of approximately $165,000,
and $375,000, respectively, all in low risk investments.





MARKETABLE
SECURITIES




The
Company holds marketable securities with a financial institution. The
investments are highly liquid, short-term securities and the fair value of these
securities has little or no change from the original purchase price. The amounts
held at December 31, 2009 and December 31, 2008 were $0 and $1,025,000,
respectively.





ACCOUNTS
RECEIVABLE





Substantially
all of the Company’s accounts receivable balance is related to trade
receivables. Trade accounts receivable are recorded at the invoiced amount and
do not bear interest. The allowance for doubtful accounts is the Company’s best
estimate of the amount of probable credit losses in its existing accounts
receivable. The Company will maintain allowances for doubtful accounts for
estimated losses resulting from the inability of its customers to make required
payments for products. Accounts with known financial issues are first reviewed
and specific estimates are recorded. The remaining accounts receivable balances
are then grouped in categories by the amount of days the balance is past due,
and the estimated loss is calculated as a percentage of the total category based
upon past history. Account balances are charged off against the allowance when
it is probable the receivable will not be recovered.  The Company had
accounts receivable of $10,000 at December 31, 2009 and $31,147 at December 31,
2008.





IMPAIRMENT
OF LONG-LIVED ASSETS





The
Company accounts for the impairment of long-lived assets in accordance with ASC
Topic 360, “Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of” (“ASC Topic 360”) requires write-downs to
be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets’ carrying amount.





If the
long-lived assets are identified as being planned for disposal or sale, they
would be separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet. As of December 31, 2009 this does not
apply.





GOODWILL
AND OTHER INTANGIBLE ASSETS





ASC Topic
350, “Intangibles – Goodwill and Other,” addresses financial accounting and
reporting for acquired goodwill


Goodwill
and intangible assets with indefinite useful lives are not amortized. Intangible
assets with finite useful lives are amortized generally on a straight-line basis
over the periods benefited, with a weighted average useful life of 15
years.





F-7




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND CAPITALIZATION
(CONTINUED):





In
performing this assessment, management uses the income approach and the similar
transactions method of the market approach to develop the fair value of the
acquisition in order to assess its potential impairment of goodwill. The income
approach is based on a discounted cash flow model which relies on a number of
factors, including operating results, business plans, economic projections and
anticipated future cash flows. Rates used to discount future cash flows are
dependent upon interest rates and the cost of capital at a point in time. The
similar transactions method is a market approach methodology in which the fair
value of a business is estimated by analyzing the prices at which companies
similar to the subject, which are used as guidelines, have sold in controlling
interest transactions (mergers and acquisitions). Target companies are compared
to the subject company, and multiples paid in transactions are analyzed and
applied to subject company data, resulting in value indications. Comparability
can be affected by, among other things, the product or service produced or sold,
geographic markets served, competitive position, profitability, growth
expectations, size, risk perception, and capital structure. There are inherent
uncertainties related to these factors and management’s judgment in applying
them to the analysis of goodwill impairment. It is possible that assumptions
underlying the impairment analysis will change in such a manner that impairment
in value may occur in the future.





The
Company had reviewed the value of the intangible assets of goodwill as of
December 31, 2008 and  determined as of the filing and subsequent
amended filings to impair the value of goodwill. Based on the operating
losses for 2008 and projected losses in 2009 and breakeven not projected until
2010 the Company decided to impair the entire balance of $10.4 million as of
year ended December 31, 2008.





REVENUE
RECOGNITION





The
Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB
No. 104”). SAB 104 clarifies application of generally accepted accounting
principles related to revenue transactions. The Company also follows the
guidance in ASC Topic 980, Revenue Arrangements with Multiple Deliverables ("ASC
Topic 980"), in arrangements with multiple deliverables.





The
Company recognizes revenues when all of the following criteria are met: (1)
persuasive evidence of an arrangement exists, (2) delivery of products and
services has occurred, (3) the fee is fixed or determinable and (4)
collectability is reasonably assured.





The
Company receives revenue for consulting services, video streaming services,
equipment sales and leasing, installation, content licensing, and maintenance
agreements. Sales and leasing agreement terms generally are for one year,
and are renewable year to year thereafter. Revenue for consulting services
is recognized as the services are provided to customers. For upfront
payments and licensing fees related to contract research or technology, the
Company determines if these payments and fees represent the culmination of a
separate earnings process or if they should be deferred and recognized as
revenue as earned over the life of the related agreement. Milestone
payments are recognized as revenue upon achievement of contract-specified events
and when there are no remaining performance obligations. Revenues from monthly
video streaming agreements, as well as equipment maintenance, are recorded when
earned. Operating equipment lease revenues are recorded as they become due from
customers. Revenues from equipment sales and installation are recognized
when equipment delivery and installation have occurred, and when collectability
is reasonably assured.





In
certain cases, the Company enters into agreements with customers that involve
the delivery of more than one product or service. Revenue for such
arrangements is allocated to the separate units of accounting using the relative
fair value method in accordance with ASC Topic 980. The delivered item(s) is
considered a separate unit of accounting if all of the following criteria are
met: (1) the delivered item(s) has value to the customer on a standalone basis,
(2) there is objective and reliable evidence of the fair value of the
undelivered item(s) and (3) if the arrangement includes a general right of
return, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor. If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement, the arrangement consideration is
allocated to the separate units of accounting based on their relative fair
values.




Explicit
return rights are not offered to customers; however, the Company may accept
returns in limited circumstances. There have been no returns through December
31, 2009 and 2008. Therefore, a sales return allowance has not been
established since management believes returns will be
insignificant.





F-8





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND CAPITALIZATION
(CONTINUED):
 
 PROPERTY
AND EQUIPMENT
 
 Property
and equipment is recorded at cost and depreciated over the estimated useful
lives of the assets using the straight-line method. When items are retired or
otherwise disposed of, income is charged or credited for the difference between
net book value and proceeds realized
thereon.  Ordinary maintenance and repairs are charged to expense as
incurred, and replacements and betterments are capitalized.
 
 The range
of estimated useful lives used to calculate depreciation for property and
equipment are as follow:
 
 Asset
      Category
                    
                    Depreciation/
                      Amortization
      PeriodFurniture
      and Fixture
                    
                    5
      YearsOffice
      equipment
                    
                    5
      YearsLeasehold
      improvements
                    
                    2
      Years
 
 INCOME
TAXES
 
 Deferred
income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes",
to reflect the tax consequences in future years of differences between the tax
basis of assets and liabilities and their financial reporting amounts based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income.  Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.
 
 Based on
its evaluation, the Company concluded that there are no significant uncertain
tax positions requiring recognition in its consolidated financial statements.
The evaluation was performed for the tax years ended December 31, 2006, 2007 and
2008, the tax years which remain subject to examination by major tax
jurisdictions as of December 31, 2009.
 
 The
Company may from time to time be assessed interest or penalties by major tax
jurisdictions, although any such assessments historically have been minimal and
immaterial to the Company’s financial results. In the event the Company has
received an assessment for interest and/or penalties, it has been classified in
the consolidated financial statements as selling, general and administrative
expense.
 
 The
Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In
Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740").  Topic
740 contains a two-step approach to recognizing and measuring uncertain tax
positions.  The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates it is
more likely than not, that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any. The second step
is to measure the tax benefit as the largest amount, which is more than 50%
likely of being realized upon ultimate settlement.  The Company
considers many factors when evaluating and estimating the Company's tax
positions and tax benefits, which may require periodic adjustments. At December
31, 2009 and 2008, the Company did not record any liabilities for uncertain tax
positions.
 
 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 one financial
institution, which is insured by the Federal Deposit Insurance Corporation
(“FDIC”). The FDIC insured institution insures up to $250,000 on account
balances. The amounts that are not insured by FDIC limitations are held in
short-term securities. As of December 31, 2009 and 2008 were approximately
$0 and $1,025,000, respectively. The company has not experienced any losses in
such accounts.
 
 EARNINGS
(LOSS) PER SHARE
  Earnings
(loss) per share is computed in accordance with ASC Topic 260, "Earnings per
Share". Basic earnings (loss) per share is computed by dividing net income
(loss), after deducting preferred stock dividends accumulated during the period,
by the weighted-average number of shares of common stock outstanding during each
period. Diluted earnings per share is computed by dividing net income by the
weighted-average number of shares of common stock, common stock equivalents and
other potentially dilutive securities outstanding during the period. The
outstanding warrants for the years ended December 31, 2009 and 2008, are
anti-dilutive and therefore are not included in earnings (loss) per
share.
  F-9
  BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND CAPITALIZATION
(CONTINUED):
 
 The
following is a summary of the securities that could be 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 EndedDecember 31,
                    
                    
                    December 312009
                    
                    
                    2008Warrants
                    
                    
                    600,000
                    
                    
                    
                    800,000Total
                    
                    
                    600,000
                    
                    
                    
                    800,000
 
 ACCOUNTING
FOR STOCK-BASED COMPENSATION
  The
Company applies ASC Topic 718 “Share-Based Payments” (“ASC Topic 718”) to
share-based compensation, which requires the measurement of the cost of services
received in exchange for an award of an equity instrument based on the
grant-date fair value of the award.  Compensation cost is recognized when
the event occurs.  The Black-Scholes option-pricing model is used to
estimate the fair value of options granted.
 
 For the
years ended December 31, 2009 and 2008, the Company did not grant any stock
options.
  NON-EMPLOYEE
STOCK BASED COMPENSATION
 
 The cost
of stock-based compensation awards issued to non-employees for services are
recorded, in accordance with ASC Topic 505- 50 “Equity-Based Payments to
Non-Employees,” at either the fair value of the services rendered or the
instruments issued in exchange for such services, whichever is more readily
determinable, using the measurement date guidelines.
 
 COMMON
STOCK PURCHASE WARRANTS
 
 The
Company accounts for common stock purchase warrants in accordance ASC Topic 815
“Derivatives and Hedging”. The Company classifies as equity any contracts that
(i) require physical settlement or net-share settlement, or (ii) gives the
company a choice of net-cash settlement or settlement in its own shares
(physical settlement or net-share settlement).  The Company classifies
as assets or liabilities any contracts that (i) require net-cash settlement
(including a requirement to net cash settle the contract if an event occurs and
if that event is outside the control of the company), or (ii) give the
counterparty a choice of net-cash settlement or settlement in shares (physical
settlement or net-share settlement).
  NOTE 2 -
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
 Accounting Standards
Codification
 
 In
June 2009, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 168, The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles(the “Codification”). This standard replaces SFAS
No. 162, The Hierarchy of
Generally Accepted Accounting Principles, and establishes only two levels
of U.S. generally accepted accounting principles (“GAAP”), authoritative and
nonauthoritative. The FASB ASC has become the source of authoritative,
nongovernmental GAAP, except for rules and interpretive releases of the SEC,
which are sources of authoritative GAAP for SEC registrants. All other
nongrandfathered, non-SEC accounting literature not included in the Codification
will become nonauthoritative. This standard is effective for financial
statements for interim or annual reporting periods ending after
September 15, 2009. The adoption of the Codification changed the Company’s
references to GAAP accounting standards but did not impact the Company’s results
of operations, financial position or liquidity.
  F-10
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS(CONTINUED)
 
 Participating Securities Granted in
Share-Based Transactions
 
 Effective
January 1, 2009, the Company adopted a new accounting standard included in
ASC 260, Earnings Per Share(formerly FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”)
03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities).The new guidance clarifies that non-vested share-based
payment awards that entitle their holders to receive nonforfeitable dividends or
dividend equivalents before vesting should be considered participating
securities and included in basic earnings per share. The Company’s adoption of
the new accounting standard did not have a material effect on previously issued
or current earnings per share.
 
 Business Combinations and
Noncontrolling Interests
 
 Effective
January 1, 2009, the Company adopted a new accounting standard included in
ASC 805, Business Combinations(formerly SFAS No. 141(R), Business Combinations).The
new standard applies to all transactions or other events in which an entity
obtains control of one or more businesses. Additionally, the new standard
requires the acquiring entity in a business combination to recognize all (and
only) the assets acquired and liabilities assumed in the transaction;
establishes the acquisition-date fair value as the measurement date for all
assets acquired and liabilities assumed; and requires the acquirer to disclose
additional information needed to evaluate and understand the nature and
financial effect of the business combination. The Company’s adoption of the new
accounting standard did not have a material effect on the Company’s consolidated
financial statements.
 
 Effective
January 1, 2009, the Company adopted a new accounting standard included in
ASC 810, Consolidations(formerly SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements). The new accounting standard
establishes accounting and reporting standards for the noncontrolling interest
(or minority interests) in a subsidiary and for the deconsolidation of a
subsidiary by requiring all noncontrolling interests in subsidiaries be reported
in the same way, as equity in the consolidated financial statements. As such,
this guidance has eliminated the diversity in accounting for transactions
between an entity and noncontrolling interests by requiring they be treated as
equity transactions. The Company’s adoption of this new accounting standard did
not have a material effect on the Company’s consolidated financial
statements.
 
 Fair Value Measurement and
Disclosure
 
 Effective
January 1, 2009, the Company adopted a new accounting standard included in
ASC 820, Fair Value
Measurements and Disclosures(“ASC 820”) (formerly FASB FSP No 157-2,
Effective Date of FASB
Statement No. 157),which delayed the effective date for disclosing
all non-financial assets and non-financial liabilities, except for items that
are recognized or disclosed at fair value on a recurring basis (at least
annually). This standard did not have a material impact on the Company’s
consolidated financial statements.
 
 In
April 2009, the FASB issued new guidance for determining when a transaction
is not orderly and for estimating fair value when there has been a significant
decrease in the volume and level of activity for an asset or liability. The new
guidance, which is now part of ASC 820 (formerly FSP 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly), requires
disclosure of the inputs and valuation techniques used, as well as any changes
in valuation techniques and inputs used during the period, to measure fair value
in interim and annual periods. In addition, the presentation of the fair value
hierarchy is required to be presented by major security type as described in ASC
320, Investments — Debt and
Equity Securities. The provisions of the new standard were effective for
interim periods ending after June 15, 2009. The adoption of the new
standard on April 1, 2009 did not have a material effect on the Company’s
consolidated financial statements.
 
 In
April 2009, the Company adopted a new accounting standard included in ASC
820, (formerly FSP 107-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures about Fair Value
of Financial Instruments).The new standard requires disclosures of the
fair value of financial instruments for interim reporting periods of publicly
traded companies in addition to the annual disclosure required at year-end. The
provisions of the new standard were effective for the interim periods ending
after June 15, 2009. The Company’s adoption of this new accounting standard
did not have a material effect on the Company’s consolidated financial
statements.
  F-11
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
 In
August 2009, the FASB issued new guidance relating to the accounting for
the fair value measurement of liabilities. The new guidance, which is now part
of ASC 820, provides clarification that in certain circumstances in which a
quoted price in an active market for the identical liability is not available, a
company is required to measure fair value using one or more of the following
valuation techniques: the quoted price of the identical liability when traded as
an asset, the quoted prices for similar liabilities or similar liabilities when
traded as assets, or another valuation technique that is consistent with the
principles of fair value measurements. The new guidance clarifies that a company
is not required to include an adjustment for restrictions that prevent the
transfer of the liability and if an adjustment is applied to the quoted price
used in a valuation technique, the result is a Level 2 or 3 fair value
measurement. The new guidance is effective for interim and annual periods
beginning after August 27, 2009. The Company’s adoption of the new guidance
did not have a material effect on the Company’s consolidated financial
statements.
 
 Derivative Instruments and Hedging
Activities
 
 Effective
January 1, 2009, the Company adopted a new accounting standard included in
ASC 815, Derivatives and
Hedging(SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of SFAS No. 133).
The new accounting standard requires enhanced disclosures about an entity’s
derivative and hedging activities and is effective for fiscal years and interim
periods beginning after November 15, 2008. Since the new accounting
standard only required additional disclosure, the adoption did not impact the
Company’s consolidated financial statements.
 
 Other-Than-Temporary
Impairments
 
 In
April 2009, the FASB issued new guidance for the accounting for
other-than-temporary impairments. Under the new guidance, which is part of ASC
320, Investments — Debt and
Equity Securities(formerly FSP 115-2 and 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments),an other-than-temporary impairment is
recognized when an entity has the intent to sell a debt security or when it is
more likely than not that an entity will be required to sell the debt security
before its anticipated recovery in value.The new guidance does not
amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities and is effective for
interim and annual reporting periods ending after June 15, 2009. The
Company’s adoption of the new guidance did not have a material effect on the
Company’s consolidated financial statements.
 Subsequent
Events
 
 In
May 2009, the FASB issued new guidance for subsequent events. The new
guidance, which is part of ASC 855, Subsequent Events(formerly
SFAS No. 165, Subsequent
Events)is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically,
this guidance sets forth the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. The new guidance is effective for fiscal
years and interim periods ended after June 15, 2009 and will be applied
prospectively. The Company’s adoption of the new guidance did not have a
material effect on the Company’s consolidated financial statements. The Company
evaluated subsequent events through the date the accompanying financial
statements were issued, which was (date of filing) April 15, 2010.
 
 Accounting
Standards Not Yet Effective
 
 Accounting for the Transfers of
Financial Assets
 
 In
June 2009, the FASB issued new guidance relating to the accounting for
transfers of financial assets. The new guidance, which was issued as SFAS
No. 166, Accounting for
Transfers of Financial Assets, an amendment to SFAS No.140,
was adopted into Codification in December 2009 through the issuance of
Accounting Standards Updated (“ASU”) 2009-16. The new standard eliminates the
concept of a “qualifying special-purpose entity,” changes the requirements for
derecognizing financial assets, and requires additional disclosures in order to
enhance information reported to users of financial statements by providing
greater transparency about transfers of financial assets, including
securitization transactions, and an entity’s continuing involvement in and
exposure to the risks related to transferred financial assets. The new guidance
is effective for fiscal years beginning after November 15, 2009. The
Company will adopt the new guidance in 2010 and is evaluating the impact it will
have to the Company’s consolidated financial statements.
  F-12
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 -
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
 Accounting
for Variable Interest Entities
 
 In
June 2009, the FASB issued revised guidance on the accounting for variable
interest entities. The revised guidance, which was issued as SFAS No. 167,
Amending FASB Interpretation
No. 46(R),was adopted into Codification in December 2009
through the issuance of ASU 2009-17. The revised guidance amends FASB
Interpretation No. 46(R), Consolidation of Variable Interest
Entities, in determining whether an enterprise has a controlling
financial interest in a variable interest entity. This determination identifies
the primary beneficiary of a variable interest entity as the enterprise that has
both the power to direct the activities of a variable interest entity that most
significantly impacts the entity’s economic performance, and the obligation to
absorb losses or the right to receive benefits of the entity that could
potentially be significant to the variable interest entity. The revised guidance
requires ongoing reassessments of whether an enterprise is the primary
beneficiary and eliminates the quantitative approach previously required for
determining the primary beneficiary. The Company does not expect that the
provisions of the new guidance will have a material effect on its consolidated
financial statements.
 
 Revenue
Recognition
 
 In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements. The new standard changes the requirements for establishing
separate units of accounting in a multiple element arrangement and requires the
allocation of arrangement consideration to each deliverable based on the
relative selling price. The selling price for each deliverable is based on
vendor-specific objective evidence (“VSOE”) if available, third-party evidence
if VSOE is not available, or estimated selling price if neither VSOE or
third-party evidence is available. ASU 2009-13 is effective for revenue
arrangements entered into in fiscal years beginning on or after June 15,
2010. The Company does not expect that the provisions of the new guidance will
have a material effect on its consolidated financial statements.
 
 In
October 2009, the FASB issued Accounting Standards Update No. 2009-14,
"Certain Revenue Arrangements That Include Software Elements"("ASU No. 2009-14").
ASU No. 2009-14 amends guidance included within ASC Topic 985-605 to exclude
tangible products containing software components and non-software components
that function together to deliver the product’s essential
functionality.  Entities that sell joint hardware and software
products that meet this scope exception will be required to follow the guidance
of ASU No. 2009-13.  ASU No. 2009-14 is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010.  Early adoption and
retrospective application are also permitted.  The company is
currently evaluating the impact of adopting the provisions of ASU No.
2009-14.
 
 NOTE 3 -
RECLASSIFICATIONS
 
 Certain
prior year balances have been reclassified to conform to the current year's
financial statement presentation. These reclassifications had no impact on
previously reported results of operations or stockholders'
equity.
  
 NOTE 4
-INCOME TAXES
 
 As
of December 31,  2009 and 2008 the Company had Federal and
state net operating losses of approximately $12,100,000 and $10,498,000,
that are  subject  to limitations. The losses are available
to offset future income. The net operating loss carryfowards will expire
in various years through 2028 subject to limitations of Section 382 of
the Internal Revenue Code, as amended. The Company has provided a valuation
reserve against the full amount of the net operating loss benefit, because in
the opinion of management based upon the earning history of the Company, it is
more likely than not that the benefits will not be realized.
 
 The
Company adopted ASC 740 which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between Consolidated Financial Statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.
  F-13
  BRAMPTON
CREST INTERNATIONAL, INC. AND SUBISDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 The Tax
Reform Act of 1986 imposed substantial restrictions on the utilization of net
operating losses and tax credits in the event of an "ownership change", as
defined by the Internal Revenue Code. Federal and state net operating losses are
subject to limitations as a result of these restrictions. The Company
experienced a substantial change in ownership exceeding 50%. As a result, the
Company's ability to utilize its net operating losses against future income has
been significantly reduced.
 
 The temporary differences  that
give rise
to  deferred  tax  assets  and  liabilities
at year end are as follows:
  December 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Deferred
      tax asset due net operating losses
                  
                  $
                  4,235,000
                  
                  
                  $
                  3,375,000Less:
      Valuation allowance
                  
                  
                  (4,235,000
                  )
                  
                  
                  (3,375,000
                  )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.
  NOTE 5–
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
 The
Company’s financial instruments consist primarily of cash, cash equivalents, and
marketable securities, accounts receivable, accounts payable, accrued expenses,
and debt. The carrying amounts of such financial instruments approximate their
respective estimated fair value due to the short-term maturities and/or
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.
  The
Company adopted Statement of ASC Topic 820 Fair Value Measurements (“ASC
Topic 820”), which defines fair value, establishes a framework for measuring
fair value, and expands disclosures about fair value
measurements.  The standard provides a consistent definition of fair
value which focuses on an exit price that would be received upon sale of an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.  The standard also prioritizes,
within the measurement of fair value, the use of market-based information over
entity specific information and establishes a three-level hierarchy for fair
value measurements based on the nature of inputs used in the valuation of an
asset or liability as of the measurement date.
  The
three-level hierarchy for fair value measurements is defined as
follows:
 
 ·
              Level
      1 – inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets;
 
 ·
              Level
      2 – inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      or the asset or liability other than quoted prices, either directly or
      indirectly including inputs in markets that are not considered to be
      active;
 
 ·
              Level
      3 – inputs to the valuation methodology are unobservable and significant
      to the fair value measurement
 
 Assets
measured at fair value on a recurring basis are summarized below:
 Fair value measurement at reporting date usingDescription
                      
                      December 31,
                        2009
                      
                      
                      Quoted Prices in Active
                        Markets for Identical Assets
                        (Level 1)
                      
                      
                      Significant Other
                        Observable Inputs
                        (Level 2)
                      
                      
                      Significant
                        Unobservable Inputs
                        (Level 3)AssetsCash
      and  Cash Equivalents:Money
      market
                      
                      $
                      165,101
                      
                      
                      $
                      165,101
                      
                      
                      
                      —
                      
                      
                      
                      —
 
 No other
than temporary impairments were recognized for the years ended December 31, 2009
and 2008.
  F-14
  BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 6 –
CAPITAL STOCK AND EQUITY
 
 Private Placement
Offering
 
 On March
24, 2008, the Company accepted subscriptions for 10,000,000 shares of common
stock, at a price of $.10 per share, resulting in gross proceeds of one million
dollars ($1,000,000).  After legal costs and commissions the net proceeds
to the Company were approximately $915,000.  No other warrants or options
are associated with the stock purchase.  The common stock issued to U.S.
investors was sold based on an exemption from registration pursuant to Section
4(2) and Rule 506 of Regulation D of the Securities Act of 1933 and the common
stock issued to non-U.S. investors was sold based on an exemption from
registration pursuant to Regulation S of the Securities Act of
1933.
 
 During
the second and third quarters of 2008 the Company accepted subscriptions for
9,915,943 shares of common stock, at a price of $.17 per share, resulting in
gross proceeds of One Million six hundred seventy-one thousand seven hundred and
ten Dollars ($1,671,710).  After legal costs and commissions the net
proceeds to the Company were approximately $1,559,000.  No other warrants
or options are associated with the stock purchase.  The common stock issued
to U.S. investors was sold based on an exemption from registration pursuant to
Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933 and the
common stock issued to non-U.S. investors was sold based on an exemption from
registration pursuant to Regulation S of the Securities Act of
1933.
 
 On
December 24, 2009, we accepted the final subscription arising from a December 7,
2009 private-financing transaction with certain private investors (the
“Purchasers”), pursuant to a subscription agreement (the “Agreement”) for an
aggregate purchase price of Two Hundred and Twenty Thousand Dollars ($220,000)
consisting of an aggregate of $220,000 in 10% Promissory Notes, due twelve
months from the date of issuance and 11,000,000 shares of common
stock.
 
 Pursuant
to the completed private financing transactions, we issued to U.S. Purchasers,
in reliance upon the exemption provided by Sections 4(2) and 4(6) under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and pursuant to Rule 506 of Regulation D promulgated thereunder,
consisting(a) an aggregate of $170,000 in 10% Promissory Notes, due twelve
months from the date of issuance; and (b) an aggregate of 8,500,000 shares of
common stock of our Company. The offer and sale of the
following securities was exempt from the registration requirements of the
Securities Act under Rule 506 insofar as (1) each of the U.S.
Purchasers was accredited within the meaning of Rule 501(a); (2) the
transfer of the securities were restricted by the Company in accordance with
Rule 502(d); (3) there were no non-accredited investors in any transaction
within the meaning of Rule 506(b), after taking into consideration all prior
investors under Section 4(2) of the Securities Act within the twelve months
preceding the transaction; and (4) none of the offers and sales were effected
through any general solicitation or general advertising within the meaning of
Rule 502(c).
  Pursuant
to the completed private financing transactions, we issued to non-U.S.
Purchasers, in reliance upon the exemption provided by Regulation S under the
Securities Act of 1933, as amended, for a transaction not involving a public
offering and consisting of (a) an aggregate of $50,000 in 10% Promissory Notes,
due twelve months from the date of issuance; and (b) an aggregate of 2,500,000
shares of common stock of our Company. The non-U.S. Purchasers acknowledged the
following: The non-U.S. Purchaser is not a United States Person, nor is the
non-U.S. Purchaser acquiring the Securities shares directly or indirectly for
the account or benefit of a United
States Person.  None of the funds used by the non-U.S. Purchaser to
purchase the Securities have been obtained from United States Persons. For
purposes of this Agreement, “United States Person” within the meaning of U.S.
tax laws, means a citizen or resident of the United States, any former U.S.
citizen subject to Section 877 of the Internal Revenue Code, any corporation, or
partnership organized or existing under the laws of the United States of America
or any state, jurisdiction, territory or possession thereof and any estate or
trust the income of which is subject to U.S. federal income tax irrespective of
its source, and within the meaning of U.S. securities laws, as defined in Rule
902(o) of Regulation S, means: (i) any natural person resident in the United
States; (ii) any partnership or corporation organized or incorporated under the
laws of the United States; (iii) any estate of which any executor or
administrator is a U.S. person; (iv) any trust of which any trustee is a U.S.
person; (v) any agency or branch of a foreign entity located in the United
States; (vi) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit or account
of a U.S. person; (vii) any discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized, incorporated,
or (if an individual) resident in the United States; and (viii) any partnership
or corporation if organized under the laws of any foreign jurisdiction, and
formed by a U.S. person principally for the purpose of investing in securities
not registered under the Securities Act, unless it is organized or incorporated,
and owned, by accredited investors (as defined in Rule 501(a)) who are not
natural persons, estates or trusts.
  F-15
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 6 -
CAPITAL STOCK AND EQUITY (CONTINUED)
 
 Common
Stock
 
 The
Company had 950,000,000 shares of $.01 par value common stock authorized as of
December 31, 2009 and 2008. Total shares issued and outstanding as of December
31, 2009 were 232,854,881 and 160,054,881, respectively. Total shares issued and
outstanding as of December 31, 2008 were 221,854,881..
 
 During
the year ended December 31, 2009, the Company issued 11,000,000 shares of common
stock as part of the above private placement as referred to in the section
“Private Placement Offering.”.
 
 Preferred
Stock
 
 As of
December 31, 2009 and 2008, the Company authorized 25,000,000 shares of
preferred stock, at $.001 par value and there are no preferred shares issued and
outstanding as of December 31, 2009 and 2008.
 
 Options
 As of
December 31, 2009 and 2008, no options to purchase common stock of the Company
were issued and outstanding.
 
 Warrants
 As of
December 31, 2009 and 2008, the Company has 600,000 and 800,000 common stock
warrants outstanding, respectively.
 
 The
following represents the stock warrant activity during the years ended December
31, 2008 and 2009:
 WeightedAverageWarrants
                  
                  
                  PriceBalance,
      12/31/07
                  
                  
                  51,100,000
                  
                  
                  $
                  .001Activity:Activity
      1/1/08-12/31/08-Warrants exercised
                  
                  
                  (50,300,000
                  )
                  
                  
                  .001Balance,
      12/31/08
                  
                  
                  800,000
                  
                  
                  $
                  .001Activity:Activity
      1/1/09-12/31/09—Warrants expired
                  
                  
                  (200,000
                  )
                  
                  
                  —Balance  12/31/09
                  
                  
                  600,000
                  
                  
                  $
                  .001
 
 Redemption And Cancellation
Of Common Stock
  Effective
June 15, 2009, Robert Adams redeemed, for the sum of $100,000, 24,000,000 of the
25,000,000 shares held in the name of Adams Family Company LLC of which Robert
Adams is the controlling Member.  Also Matthew Straeb, for the
sum of $100,000, redeemed 24,000,000 of the 25,000,000 shares held in the name
of RMS Associates of Broward, LLC of which Matthew Straeb is the controlling
Member. The 48,000,000 shares were subsequently cancelled by the
Company.
  Effective
June 15, 2009, Bryan Norcross and Max Mayfield each redeemed 12,500,000 shares
of common stock for no consideration, and the 25,000,000 shares were
subsequently cancelled by the Company.
 
 NOTE 7 –
COMMITMENT AND CONTINGENCIES
 
 The
Company’s executive and operations offices are located in Miami,
Florida.  The Company pays rent on a monthly basis of $4,269 per
month.  Also, the Company is responsible for an additional $738 per
month for operating cost pass-through.  Consequently, the total rent
payment is $5,007.  The current month-to-month arrangement expires on
April 30, 2010. The management intends to sign a new lease for the same space
with economically more favorable terms.
  F-16
  BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 The
Company entered into various consulting agreements related to services to be
rendered by the consultants.  The agreements are on a month to month
basis.
 
 NOTE 8 –
OTHER EVENTS
 
 On November
18, 2009, Brampton scheduled in Circuit Court a motion for a default final
judgment against Blackpool Corporate Advisors LLC for damages in the amount of
$33,403. On October 23, 2009, the court entered an order of default against the
defendant for failure to obtain counsel.
 
 NOTE 9 –
RELATED PARTY TRANSACTIONS
 
 Prior to
the acquisition of AEN its President and current CEO of Brampton advanced the
Company funds for legal and other start up costs for the Company’s operations.
These advances are non-interest bearing and are expected to be paid at an
undetermined date.
 
 NOTE 10 -
PROPERTY AND EQUIPMENT
 
 Property
and Equipment consist of the following:
 
 Property and Equipment:
                      
                      Estimated
                        Life
                      
                      December 31, 2009
                      
                      
                      December 31, 2008Website
      development
                      
                      5
      Years
                      
                      $
                      290,927
                      
                      
                      $
                      267,928Conference
      display
                      
                      5
      Years
                      
                      
                      8,559
                      
                      
                      
                      8,559Computer
      and software
                      
                      5
      Years
                      
                      
                      206,746
                      
                      
                      
                      158,010Installation
      Parts
                      
                      5
      Years
                      
                      
                      24,697
                      
                      
                      
                      16,502Leasehold
      improvements
                      
                      2
      Years
                      
                      
                      6,445
                      
                      
                      
                      6,445Furniture
                      
                      5
      Years
                      
                      
                      10,225
                      
                      
                      
                      9,130Total
      Property and Equipment
                      
                      
                      
                      $
                      547,599
                      
                      
                      $
                      466,574Accumulated
      Depreciation
                      
                      
                      
                      
                      (220,756
                      )
                      
                      
                      (111,354
                      )Total
      Property and Equipment, Net
                      
                      
                      
                      $
                      326,843
                      
                      
                      $
                      355,220
 
 NOTE
11     SEGMENT REPORTING
 The
Company operates two segment operations within its two subsidiaries, Laurentian
Peak Capital Group, Inc. and America’s Emergency Network, Inc.  All of
the operations in the consolidated financial statements are from the AEN
operating segment. The other segment is for the lending unit, Laurentian Peak
Capital. Laurentian was not operational in 2009 and operations were minimal in
2008 , therefore no information is reported for segment reporting
purposes.
  NOTE
12    GOING CONCERN
ISSUES
 
 The
Company had losses from continuing operations of $1,714,965 during the year
ended 2009. At 12/31/09, the Company had negative working capital of
$344,515.   The decrease in working capital from 2008-2009 is
attributable to decrease in marketable securities as a result of funding
operations. The Company had cash on hand of $165,101 at 12/31/09 which is not
sufficient to meet our current cash requirements for the next twelve
months.
 
 The
Company expects to incur additional losses until sufficient sales of its
products are achieved.  The Company’s total sales figure for 2009 is
$120,132, however the Company is still operating at a loss and substantial sales
volumes have not yet been achieved.  The Company continues to need
operating capital to continue operations. There can be no assurance that the
Company's future revenues will ever be significant or that the Company's
operations will ever be profitable.
 
 The
Company continues to target government initiatives for sales. In addition, the
Company is developing products for the private marketplace.  The
products are similar to or based on the government products, and have the same
technological base.  In many cases the same IP network, which was
especially designed for video distribution, will be utilized in serving the
education, healthcare, and corporate markets.
  F-17
 
 BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 13
NOTES PAYABLE
 
 On
December 24, 2009, the Company completed an offering with certain private
investors, pursuant to a subscription agreement for an aggregate purchase price
of $220,000 consisting of an aggregate of $220,000 in 10% Promissory Notes. The
Notes are due on December 7, 2010 and interest is due immediately as of December
24, 2009. Interest expense for 2009 totaled $22,000.
 
 In
consideration for the purchase of the 10% Promissory Notes, each investor
received 50 shares of $.001 par value common stock for each dollar subscribed
for an aggregate issuance of 11,000,000 shares.  The Notes were
recorded at their approximate fair value at the date of the Subscription
Agreement of $220,000, and a discount in the same amount was recorded against
the carrying value of the notes payable.   Amortization of the
discount will begin in January of 2010 and will be charged against interest
expense over the term of the notes.
  The
offering was made in reliance upon the exemption provided by Sections 4(2) and
4(6) under the Securities Act of 1933, as amended, for a transaction not
involving a public offering and pursuant to Rule 506 of Regulation D promulgated
thereunder.
  NOTE 14
SUBSEQUENT EVENTS
 
 On April
14, 2010 the Company agreed to a stock subscription agreement with an investor.
The agreement states the Company will sell up to $1,500,000 in five year
convertible debentures (converting to an aggregate of 300,000,000 shares the
Company’s common stock [“Common Stock” or the “Shares”]), subject to certain
terms and conditions.  The Company will, subject to continuing
confirmation of Accredited Subscriber Status accept subscriptions of $250,000
every ninety  (90) days following the initial investment, until the
full Offering amount is satisfied or the Company, in its sole discretion,
terminates the Offering (each a “Tranche”); except that it is acknowledged that
the initial investment shall be satisfied in two payments, one of $20,000 on
April 14, 2010 and the remainder of the payment, consisting of $230,000, to be
paid in the week of April 19, 2010.  The Company may, in its sole
discretion, not accept a Tranche provided the Company provides written notice to
the Subscriber, not less than five days prior to the expiration of the 90 day
period of a Tranche, of not accepting the Tranche.  Unaccepted
Tranches are not cumulative unless agreed to in writing by the
Subscriber.
 
 If the
full amount of these debentures are transacted and the aggregate shares of
300,000,000 were to be issued it would result in a change of control in the
Company.
 
 Certain
employees and consultants to the Company have accepted an agreement to convert
accrued salaries and fees due them to common stock. The individuals and
consultants have agreed to convert a total of $427,245 of accrued salaries and
fees to total shares of 29,064.310.
  F-18