SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549










FORM
10-K/A


Amendment
No. 2


x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934




For
the fiscal year ended December 31, 2008




 ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934







BRAMPTON
CREST INTERNATIONAL, INC.


(Exact
name of registrant as specified in its charter)




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




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




Registrant’s
telephone number, including area code:  (305)722-4800







12515
Orange Drive, Suite 814, Davie, FL 33330





(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 No  x




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 No  x




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. Yes  x No  o




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.  o




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





Large accelerated filero
            
            Accelerated filer oNon-accelerated filero
            
            Small
      Business Issuer 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 stock held by non-affiliates of the registrant
on December 31, 2008 was approximately $13,311,000. Solely for purposes of the
foregoing calculation, all of the registrant’s directors and officers as of
December 31, 2008, 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.




State the
number of shares outstanding of each of the issuer’s classes of equity
securities, as of the latest practicable date: As of October 6, 2009, there
were  148,218,881 shares of Common Stock, $0.001 par value per share
issued and outstanding.




Documents
Incorporated By Reference


None





EXPLANATORY
NOTE:





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. Note 13 of the
attached consolidated financial statements describes the revisions that have
been made to the consolidated financial statements. We have also revised “Item
7.  Management’s Discussion and Analysis of Financial Condition and Results
of Operation” to reflect those changes.  In addition, we have revised “Item
9A(T).  Controls and Procedures” to conform to the requirements of Item
308T(a)(1) of Regulation S-K. Finally, the Company has revised “Item 11,
Executive Compensation”, to adjust for the President’s salary paid during the
year.





Other
than these changes, the disclosures in this amended report are as of the initial
filing date of March 31, 2009 and this report does not include subsequent
events.





Further,
as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), new certifications by our principal executive officer and
principal financial officer have been filed as exhibits to this Form 10-K/A
under Item 15 of Part IV hereof.


2




Brampton
Crest International, Inc.


FORM
10-K/A ANNUAL REPORT


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008


TABLE
OF CONTENTS





PART IITEM 7.
                
                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                
                5ITEM 8.
                
                CONSOLIDATED
      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                
                7ITEM 9A.
                
                CONTROLS
      AND PROCEDURES
                
                7ITEM
      11.
                
                EXECUTIVE COMPENSATION
                
                8PART IVITEM 15.
                
                EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                
                9SIGNATURES
                
                10CERTIFICATIONSExhibit
      31 – Management certificationExhibit
      32 – Sarbanes-Oxley Act


3




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
that 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.


4





ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OR 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/A.





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.





RESULTS
OF OPERATIONS





Fiscal Year Ended December 31, 2008,
Compared to Fiscal Year Ended December 31, 2007





TWELVE
MONTHS ENDED DECEMBER 31, 2008 COMPARED TO TWELVE MONTHS ENDED DECEMBER 31,
2007





Sales
increased from $-0- for the year ended December 31, 2007 to $172,909 for the
year ended December 31, 2008. The increase was all due to the contract with
Peacock Productions as previously discussed.





Costs of
Sales increased from $-0- for the year ended December 31, 2007 to $84,019 for
the year ended December 31, 2008,  primarily due to costs associated
with the Peacock contract and installation expenses related to the initial beta
projects in Florida.





Selling,
General, and Administrative Expenses increased from $294,493 for the year ended
December 31, 2007 to $1,149,996 for the year ended December 31, 2008 due to
additional expenses associated with the operations of AEN. The increase
primarily due to additional for employees hired payroll and independent
contractors hired by the Company. Payroll and associated costs was approximately
$600,000 for the year. Professional fees, promotional, and travel expenses
incurred in 2008 for the promotion and sales of the AEN product is also part of
the increase in administrative expenses.





Other
Income (Expenses) for the years ended December 31, 2008 and
2007 was $25,209 and $43,428, respectively. This income was due to
interest/dividend income earned by the Company on investments and interest
accrued from the AEN loan. The 2008 income was lower due to lower interest
and dividend rates.





As part
of the acquisition of AEN the Company had $10,415,747 of Goodwill as a result of
the purchase paid for AEN and the Company being responsible for additional 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 increased from $250,461 for the year ended
December 31, 2007 to $11,451,644 for the year ended December 31, 2008 due to the
above analysis of Income and Expenses.





Current
Assets





Cash and
cash equivalents increased from $31,479 on December 31, 2007 to $375,058 on
December 31, 2008, primarily as a result of private placements previously
discussed and noted below in liquidity and capital resources.


5





Liabilities





Current
Liabilities increased from $4,061 at December 31, 2007 to $121,317 at December
31, 2008, due to a larger amount of payables as a result of the AEN operations
and $95,000 due to an officer of the Company for prior advances to AEN before
the acquisition.





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.




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.





Management
intends to use the balance of the proceeds from the offering towards the
implementation of the business plan and to provide working capital and/or for
future expansion of the Company's operations.





It is
probable the Company will require additional capital in order to
operate its business and there are no assurances the Company will be able
to raise that capital in the future.





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.




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 EITF Issue No. 00-21, Revenue Arrangements with Multiple
Deliverables ("EITF Issue No. 00-21"), 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.


6





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 EITF Issue No. 00-21. 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, 2008.  Therefore, a sales return allowance has not been established
since management believes returns will be insignificant.




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/A (Amendment No. 2), as a separate
section commencing on page F-1 and are incorporated herein by
reference.




ITEM
9A. CONTROLS AND PROCEDURES





CONTROLS
AND PROCEDURES




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, 2008, 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.




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 and 2007.




Management
is committed to improving our financial organization. As part of this
commitment, we will i) create 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 undertake the following actions: (i) 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, and (ii) establish an Audit Committee separate from
the Board of Directors with persons of technical accounting
expertise.
 Management
believes that the implementation of procedures to create more involvement from
the Board by way of monitoring and oversight and the creation of a separate
Audit Committee with persons of technical accounting expertise and knowledge
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/A.
  There
were no changes in our internal control over financial reporting that occurred
during the last quarter of 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.


7




ITEM
11. EXECUTIVE COMPENSATION
  The
following table sets forth for the year ended December 31, 2008 and 2007
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.
  Long
      Term CompensationAnnual
      Compensation
              
              
              Other
      Annual
              
              
              
              Restricted
      Stock Options/LTIPName
              
              Title
              
              Year
              
              
              Salary
              
              Bonus
              
              Compensation
              
              Awarded
              
              SAR
                (#)
              
              payout
                ($)
              
              All
      Other CompensationBryan
      Norcross
              
              President
              
              
              2008
              
              $
              120,000
              
              
              0
              
              0
              
              0
              
              0
              
              
              0
              
              0
  Outstanding
Equity Awards At Fiscal Year-End Table
  None.
 
 Option
Exercises And Stock Vested Table
  None.
  PENSION
BENEFITS TABLE
 
 None.
 
 Nonqualified
Deferred Compensation Table
 
 None.
  All
Other Compensation Table
 
 None.
 
 Perquisites
Table
 
 None.
  There are
no existing or planned option/SAR grants.
 
 Employment
Agreements
 
 The
Company has entered into employment agreements with both Bryan Norcross and Max
Mayfield commencing January 1, 2008.  The term for both agreements is
until written notice of the consummation of a public or private capital
contribution to, or investment in the Company, by a third party, equivalent to
Five Million Dollars ($5,000,000.00) (“Trigger Event”), such Trigger Event which
is set to occur on a date to be determined but in no event later than August 31,
2008 and to which the parties will then agree to enter into good faith
negotiations to enter into a more formal long form employment
agreement.  Bryan Norcross is to be paid a base salary of $10,000 per
month and Max Mayfield is to be paid a base salary of $2,000 per
month.   Both agreements are currently up for renewal and are
being negotiated.  In the interim, Bryan Norcross and Max Mayfield
continue to be employed on a month to month basis.
 
 Options/SAR
Grants in Last Fiscal Year
 
 None.
 
 Aggregated
Option Exercises and Fiscal Year-End Option Value Table
 
 None.




8




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
      (1)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.





(a) (3)
 EXHIBITS





The exhibits required to be
filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated
herein by reference, as follows:


9





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 6th day of October,
2009.




Brampton
      Crest International, Inc.Date:
      October 6, 2009
                    
                    /S/
      Bryan NorcrossBryan
      Norcross(Chief
      Executive Officer)/S/
      Brad HackerBrad
      Hacker(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.




Signature
            
            Title
            
            Date/s/
      Bryan Norcross
            
            Director
            
            October
      6, 2009Name:
      Bryan Norcross/s/
      Brad Hacker
            
            Director
            
            October
      6, 2009Name:
      Brad Hacker/s/
      Robert Wineberg
            
            Director
            
            October
      6, 2009Name:
      Robert Wineberg/s/
      Robert Adams
            
            Director
            
            October
      6, 2009Name:
      Robert Adams/s/
      Joseph I. Emas
            
            Director
            
            October
      6, 2009Name:
      Joseph I. Emas


10




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, 2008 and 2007-RESTATED
                
                F-2Consolidated
      Statements of Operations  for the years ended December 31, 2008
      and 2007-RESTATED
                
                F-3Consolidated
      Statements of Stockholders' Equity for the years ended December 31, 2008
      and 2007-RESTATED
                
                F-4Consolidated Statements
      of Cash Flows for the years ended  December 31, 2008 and
      2007-RESTATED
                
                F-5Notes
      to Consolidated Financial Statements
                
                F-6


11





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, 2008 and
2007, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the two-years in the period ended December 31,
2008. 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, 2008 and 2007, and the consolidated results of
its operations and its consolidated cash flows for each of the two-years in the
period ended December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.





As
discussed in Note 13 to the consolidated financial statements, the 2008
financial statements have been restated to correct a material
misstatement.





BERENFELD,
SPRITZER, SHECHTER & SHEER, LLP


CERTIFIED
PUBLIC ACCOUNTANTS AND CONSULTANTS




Fort
Lauderdale, Florida


March 31,
2009, except for Note 13, as to


which the
date is July 6, 2009


F-1





Brampton
Crest International, Inc. and Subsidiaries


Consolidated
Balance Sheets-Restated




December
      31,
                
                
                December
      31,2008(As Restated)
                
                
                2007(As Restated)ASSETSCurrent
      Assets:Cash
      and Cash Equivalents
                
                $
                375,058
                
                
                $
                31,479Marketable
      Securities
                
                
                1,025,000
                
                
                
                350,000Notes
      Receivable
                
                
                —
                
                
                
                204,337Accounts
      Receivable
                
                
                31,147
                
                
                
                —Total
      Current Assets
                
                
                1,431,205
                
                
                
                585,816Property
      and Equipment, net
                
                
                355,220
                
                
                
                820Other
      Assets:Deposits
      and Prepaid Expenses
                
                
                6,294
                
                
                
                11,622Trademarks
                
                
                10,650
                
                
                
                —Total
      Other Assets
                
                
                16,944
                
                
                
                11,622TOTAL
      ASSETS
                
                $
                1,803,369
                
                
                $
                598,258LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                
                $
                25,391
                
                
                $
                4,061Due
      to officer
                
                
                95,926
                
                
                
                —Total
      Current Liabilities
                
                
                121,317
                
                
                
                4,061STOCKHOLDERS’
      EQUITYPreferred
      stock, $.001 par value; 25,000,000 shares authorized,
                  -0-
      shares issued and outstanding
                
                
                —
                
                
                
                —Common
      stock, $.001 par value; 950,000,000 shares authorized, 221,854,881 and
      51,518,710 shares issued and outstanding at December 31, 2008 and December
      31, 2007
                
                
                221,854
                
                
                
                51,518Additional
      paid in capital
                
                
                13,959,063
                
                
                
                1,589,900Accumulated
      deficit
                
                
                (12,498,865
                )
                
                
                (1,047,221
                )Total
      Stockholders' Equity
                
                
                1,682,052
                
                
                
                594,197Total
      Liabilities & Stockholders’ Equity
                
                $
                1,803,369
                
                
                $
                598,258




See
accompanying notes to the Consolidated Financial Statements


F-2




Brampton
Crest International, Inc. and Subsidiaries


Consolidated
Statements of Operations-Restated





YearsEndedDecember31,2008(AsRestated)
                  
                  
                  2007Sales
                  
                  $
                  172,909
                  
                  
                  $
                  —Cost
      of Sales
                  
                  
                  84,019
                  
                  
                  
                  —Gross
      Profit
                  
                  
                  88,890
                  
                  
                  
                  -0-Selling,
      General andAdministrative
      Expenses
                  
                  
                  1,149,996
                  
                  
                  
                  294,493Impairment
      of Goodwill
                  
                  
                  10,415,747
                  
                  
                  
                  —Loss
      From Operations
                  
                  
                  (11,476,853
                  )
                  
                  
                  (294,493
                  )Other
      Income (Expense):Interest
      Income
                  
                  
                  25,209
                  
                  
                  
                  43,428Total
      Other Income (Expense)
                  
                  
                  25,209
                  
                  
                  
                  43,428Loss
      from Continuing Operations BeforeIncome
      Taxes
                  
                  
                  (11,451,644
                  )
                  
                  
                  (251,065
                  )Income
      Taxes Provision
                  
                  
                  —
                  
                  
                  
                  —Net
      Loss From Continued Operations
                  
                  
                  (11,451,644
                  )
                  
                  
                  (251,065
                  )Income
      From Discontinued Operations Net ofIncome
      Tax Benefit of $0 in 2007
                  
                  
                  —
                  
                  
                  
                  604$
                  (11,451,644
                  )
                  
                  $
                  (250,461
                  )Net
      LossLoss
      Per Share-Basic
      and Diluted Loss Per Share:Continuing
      Operations
                  
                  $
                  (0.07
                  )
                  
                  $
                  (0.00
                  )Discontinued
      Operations
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Net
      Loss Per Share
                  
                  $
                  (0.07
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Common SharesOutstanding
      - Basic and Diluted
                  
                  
                  163,825,550
                  
                  
                  
                  51,518,710




See
accompanying notes to the Consolidated Financial Statements


F-3





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY-RESTATED


Years
ended December 31, 2008 and 2007




Additional
                        
                        
                        
                        
                        
                        TotalCommon Stock
                        
                        
                        Paid-In
                        
                        
                        Accumulated
                        
                        
                        Stockholder’sShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        EquityBALANCE,
      DECEMBER 31, 2006
                        
                        
                        51,518,710
                        
                        
                        $
                        51,518
                        
                        
                        $
                        1,589,900
                        
                        
                        $
                        (796,760
                        )
                        
                        $
                        844,658Net
      Loss for the year ended December 31, 2007
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (250,461
                        )
                        
                        
                        (250,461
                        )BALANCE,
      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
                        )
                        
                        $
                        1,682,052




See
accompanying notes to the Consolidated Financial Statements


F-4





Brampton
Crest International, Inc. and Subsidiaries


Consolidated
Statements of Cash Flows-Restated




YearsEndedDecember31,2008(AsRestated)
                        
                        
                        2007(AsRestated)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                        
                        $
                        (11,451,644
                        )
                        
                        $
                        (250,461
                        )Adjustments
      to reconcile net loss to net cash used in
      operating activities:Depreciation
                        
                        
                        96,402
                        
                        
                        
                        28Loss
      on Disposal of Assets
                        
                        
                        —
                        
                        
                        
                        2,850Impairment
      of Goodwill from Acquisition
                        
                        
                        10,415,747Changes
      in operating assets and liabilities:(Increase)
      Decrease in AssetsAccounts
      Receivable
                        
                        
                        (31,147
                        )Prepaid
      expenses and deposits
                        
                        
                        5,328
                        
                        
                        
                        (11,622
                        )Note
      Receivable
                        
                        
                        —
                        
                        
                        
                        (204,337
                        )Decrease
      in LiabilitiesAccounts
      payable and accrued expenses
                        
                        
                        (85,347
                        )
                        
                        
                        (18,807
                        )Net
      Cash Used in Operating Activities
                        
                        
                        (1,050,661
                        )
                        
                        
                        (482,349
                        )Cash
      Flows From Investing ActivitiesCash
      acquired at acquisition
                        
                        
                        19,349
                        
                        
                        
                        —Marketable
      securities purchased
                        
                        
                        (675,000
                        )
                        
                        
                        (350,000
                        )Fixed
      Assets Purchased
                        
                        
                        (389,608
                        )
                        
                        
                        (848
                        )Net
      Cash Used In Investing Activities
                        
                        
                        (1,045,259
                        )
                        
                        
                        (350,848
                        )Cash
      Flows From Financing ActivitiesProceeds
      from Sale of Common Stock, net of issuance Costs
                        
                        
                        2,439,499
                        
                        
                        
                        —Net
      Cash Provided by Financing Activities
                        
                        
                        2,439,499
                        
                        
                        
                        —NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                        
                        
                        343,579
                        
                        
                        
                        (833,197
                        )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                        
                        
                        31,479
                        
                        
                        
                        864,676CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                        
                        $
                        375,058
                        
                        
                        $
                        31,479SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWS INFORMATION:SUPPLEMENTAL
      DISCLOSURE OF NONCASH ACTIVITIES:Acquisition
      of America’s Emergency Network, LLC:Goodwill
                        
                        $
                        10,415,749
                        
                        
                        
                        —Accounts
      Payable
                        
                        
                        (108,927
                        )
                        
                        
                        —Cash
      acquired at acquisition
                        
                        
                        19,349
                        
                        
                        
                        —Fixed
      assets
                        
                        
                        61,194
                        
                        
                        
                        —Other
      assets
                        
                        
                        12,900
                        
                        
                        
                        —Loan
      payable
                        
                        
                        (204,337
                        )
                        
                        
                        —Officer
      loan
                        
                        
                        (95,926
                        )
                        
                        
                        —$
                        10,100,000
                        
                        
                        $
                        —OTHER
      SUPPLEMENTAL INFORMATION:Interest
      Paid
                        
                        $
                        —
                        
                        
                        $
                        —Income
      Taxes Paid
                        
                        $
                        —
                        
                        
                        $
                        —





See
accompanying notes to the Consolidated Financial Statements


F-5




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
ORGANIZATION AND CAPITALIZATION





Brampton
Crest International, Inc., formerly known as Hamilton-Biophile
Companies ("the Company"), a Nevada corporation, was formerly organized as
Mehl/Biophil International Corporation. On March 22, 2000, the
Company was reorganized
as Hamilton-Biophile Companies. Effective November 18, 2004,
the Company changed its name to Brampton Crest International, Inc.





BUSINESS





The
Company was originally engaged in the sale and distribution of consumer personal
care products and professional laser hair removal. Following the Company’s name
change and through the end of the first quarter of 2008, business activities for
the consumer personal care products continued however the anticipated results
were not successful and the Company discontinued its consumer personal care
products operations during the quarter ending June 30, 2008.





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





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





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





On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company, Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into Brampton
Acquisition Subsidiary Corp. Brampton Acquisition Subsidiary Corp.’s name was
subsequently changed to America’s Emergency Network, Inc. Consequently,
America’s Emergency Network, Inc. (which contains the operating business
formerly conducted by America’s Emergency Network, LLC), continues as a wholly
owned subsidiary of the Company.





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


F-6





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
ORGANIZATION AND CAPITALIZATION (CONTINUED)





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





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




NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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, 2008 and December 31,
2007, the Company had cash equivalents in the amount of approximately $375,000,
and $31,000, respectively, all in low risk investments.


F-7





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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, 2008 and 2007 were approximately
$1,025,000 and $350,000, respectively in these accounts. The Company has not
experienced any losses in such accounts.


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, 2008 and December 31, 2007 were approximately $1,025,000
and $350,000
respectively.


ACCOUNTS
RECEIVABLE





The
Company conducts business and extends credit based on the evaluation of its
customers' financial condition. AEN extends credit without requiring collateral.
Laurentian may require collateral from its customers; however, it’s primary
business is making secured short and medium term loans, not periodically
extending trade credit in connection with the sale of other products or
services. Exposure to losses on receivables is expected to vary by customer due
to the financial condition of each customer. The Company monitors credit losses
and maintains allowances for anticipated losses considered necessary under the
circumstances. Recoveries of accounts previously written off are recognized as
income in the periods in which the recoveries are made. The Company had accounts
receivable of $31,147 at December 31, 2008 and -0- at December 31,
2007.





AEN
signed a strategic agreement with Peacock Productions, a division of NBC News,
which in turn is a division of NBC Universal, Inc., (NBCU) pursuant to which AEN
is to provide its expertise and experience on engineering and meteorological
issues to Peacock,  NBC News, and the Weather Channel. The agreement,
which commenced as of July 21, 2008 and continues through April 30, 2009,
contemplates close and regular interaction between AEN and NBCU and seeks AEN’s
advice with respect to matters such as growth opportunities in programming and
technology. The entire accounts receivable balance outstanding at quarter end is
for this customer.





INVENTORY





Inventory
was comprised of finished goods of consumer personal care products and is stated
at lower of cost or market. As of December 31, 2008 the company has written off
the inventory due to spoilage.





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





The
Company accounts for the impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”
(“SFAS No. 144”). SFAS No. 144 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.


F-8




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS




NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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, 2008 this does not
apply.





GOODWILL
AND OTHER INTANGIBLE ASSETS





In June
2001, the FASB issued Statement No. 142 Goodwill and Other Intangible Assets.
 This statement addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible Assets.  It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those acquired in a
business combination) should be accounted for in financial statements upon their
acquisition.  This Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements.





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.





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




F-9


BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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 EITF Issue No. 00-21, Revenue Arrangements with Multiple
Deliverables ("EITF Issue No. 00-21"), 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 EITF Issue No. 00-21. 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, 2008.  Therefore, a sales return allowance has not been established
since management believes returns will be insignificant.




PROPERTY
AND EQUIPMENT





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





NOTE
RECEIVABLE





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





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





FAIR
VALUE OF FINANCIAL INSTRUMENTS





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




F-10




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





The
Company adopted Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (“SFAS 157”), 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





INCOME
TAXES





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




The
Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No.
(FIN) 48, “Accounting for Uncertainty in Income Taxes.” FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in financial statements in
accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 requires that the Company determine whether the benefits of
the Company’s tax positions are more likely than not of being sustained upon
audit based on the technical merits of the tax position. The provisions of FIN
48 also provide guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, and disclosure. The Company did not
have any unrecognized tax benefits and there was no effect on the financial
condition or results of operations as a result of implementing FIN 48. The
Company does not have any interest and penalties in the statement of operations
for the years ended December 31, 2007 and 2008.




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




F-11




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





EARNINGS
(LOSS) PER SHARE




Earnings
(loss) per share is computed in accordance with SFAS No. 128, "Earnings per
Share". Basic earnings (loss) per share is computed by dividing net income
(loss), after deducting preferred stock dividends accumulated during the period,
by the weighted-average number of shares of common stock outstanding during each
period. Diluted earnings per share is computed by dividing net income by the
weighted-average number of shares of common stock, common stock equivalents and
other potentially dilutive securities outstanding during the period. The
outstanding warrants for the years ended December 31, 2007 and 2008,
respectively are anti-dilutive and therefore are not included in earnings (loss)
per share.





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




Year Ended
                
                
                Year EndedDecember 31,
                
                
                December 31,2008
                
                
                2007Warrants
                
                
                800,000
                
                
                
                50,100,000Total
                
                
                800,000
                
                
                
                50,100,000




ACCOUNTING
FOR STOCK-BASED COMPENSATION




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




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




For the
year ended December 31, 2008 and 2007, the Company did not grant any stock
options.





NON-EMPLOYEE
STOCK BASED COMPENSATION





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





COMMON
STOCK PURCHASE WARRANTS





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




F-12




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




SEGMENT
INFORMATION





The
Company currently operates two business operations within its two subsidiaries,
America’s Emergency Network, Inc. (“AEN”) and Laurentian Peak Capital Group. In
2008, all of the Company’s operations were in AEN, which is the material
business segment. Laurentian’s business activities and operations were minimal
in 2008 and 2007, and its operations are not materially considered in
management’s decision making. The entire business is comprehensively managed by
a single management team that reports to the Chief Executive Officer.
Accordingly, the Company does not have separately reportable segments as defined
by Statement of Financial Accounting Standards No. 131, Disclosures about Segments of a
Enterprise and Related
Information.




NOTE 3 -
RECENT ACCOUNTING PRONOUNCEMENTS




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




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141(R)), which replaces SFAS No. 141, “Business
Combinations” (SFAS 141). SFAS 141(R) retains the underlying concepts of SFAS
141 in that all business combinations are still required to be accounted for at
fair value under the acquisition method of accounting but SFAS 141(R) changed
the method of applying the acquisition method in a number of significant
aspects. Acquisition costs will generally be expensed as incurred;
noncontrolling interests will be valued at fair value at the acquisition date;
in-process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date, until either
abandoned or completed, at which point the useful lives will be determined;
restructuring costs associated with a business combination will generally be
expensed subsequent to the acquisition date; and changes in deferred tax asset
valuation allowances and income tax uncertainties after the acquisition date
generally will affect income tax expense. SFAS 141(R) is effective on a
prospective basis for all business combinations for which the acquisition date
is on or after the beginning of the first annual period subsequent to
December 15, 2008, with the exception of the accounting for valuation
allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends
SFAS No. 109, “Accounting for Income Taxes” (SFAS 109) such that
adjustments made to valuation allowances on deferred taxes and acquired tax
contingencies associated with acquisitions that closed prior to the effective
date of SFAS 141(R) would also apply the provisions of SFAS 141(R). Early
adoption is not permitted. Upon adoption, SFAS 141(R) will not have a
significant impact on our consolidated financial position and results of
operations; however, any business combination entered into after the adoption
may significantly impact our financial position and results of operations when
compared to acquisitions accounted for under existing U.S. Generally Accepted
Accounting Principles (GAAP).





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.” This
statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008, with earlier adoption
prohibited. This statement requires the recognition of a noncontrolling interest
(minority interest) as equity in the consolidated financial statements and
separate from the parent’s equity. The amount of net income attributable to the
noncontrolling interest will be included in consolidated net income on the face
of the income statement. It also amends certain of ARB No. 51’s
consolidation procedures for consistency with the requirements of SFAS 141(R).
This statement also includes expanded disclosure requirements regarding the
interests of the parent and its noncontrolling interest. We have evaluated this
new statement and have determined that the statement will not have a significant
impact on the reporting of our financial position and results of
operations.




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




F-13




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3 -
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement; however, the new statement will not have an
impact on the determination of our financial results.




In April
2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets.” This FSP amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets” (SFAS 142). The objective of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under SFAS
142 and the period of expected cash flows used to measure the fair value of the
asset under SFAS 141(R), and other principles of GAAP. This FSP applies to all
intangible assets, whether acquired in a business combination or otherwise, and
shall be effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years and
applied prospectively to intangible assets acquired after the effective date.
Early adoption is prohibited. We have evaluated the new statement and have
determined that it will not have a significant impact on the determination or
reporting of our financial results.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162). This statement identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in accordance with GAAP. With the issuance of this statement, the FASB
concluded that the GAAP hierarchy should be directed toward the entity and not
its auditor, and reside in the accounting literature established by the FASB as
opposed to the American Institute of Certified Public Accountants (AICPA)
Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.” This statement is
effective 60 days following the SEC’s approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, “The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles.” We have
evaluated the new statement and have determined that it will not have a
significant impact on the determination or reporting of our financial
results.





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




In June
2008, the FASB issued FSP No. EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities". This
FASB Staff Position (FSP) addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting and,
therefore, need to be included in the earnings allocation in computing earnings
per share (EPS) under the two-class method described in paragraphs 60 and 61 of
FASB Statement No. 128, Earnings per Share. This FSP provides that unvested
share-based payment awards that contain non forfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of EPS pursuant to the two-class method.
The provisions of FSP No. 03-6-1 shall be effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those years. All prior-period EPS data presented shall be adjusted
retrospectively (including interim financial statements, summaries of earnings,
and selected financial data) to conform with the provisions of this FSP. Early
application is not permitted. The provisions of FSP No. 03-6-1 are effective for
the Company retroactively in the first quarter ended March 31, 2009. The Company
is currently assessing the impact of FSP No. EITF 03-6-1 on the calculation and
presentation of earnings per share in its’ consolidated financial
statements.




F-14




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3 -
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)





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





NOTE 4 -
RECLASSIFICATIONS





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





NOTE
5 -FAIR VALUE OF FINANCIAL INSTRUMENTS




In
accordance with SFAS 157, the Company measures cash equivalents and marketable
securities at fair value. Our cash equivalents and marketable securities are
classified within Level 1 or Level 2. This is because our cash equivalents,
marketable securities and other investments are valued using quoted market
prices or alternative pricing sources and models utilizing market observable
inputs.




Assets
measured at fair value on a recurring basis are summarized below:




FairvaluemeasurementatreportingdateusingDescription
                                
                                December 31,
                                  2008
                                
                                
                                QuotedPricesinActive
                                  MarketsforIdenticalAssets
                                  (Level1)
                                
                                
                                SignificantOther
                                  ObservableInputs
                                  (Level2)
                                
                                
                                Significant
                                  UnobservableInputs
                                  (Level3)AssetsCash
      equivalents:Money
      market
                                
                                
                                375,058
                                
                                
                                
                                375,058
                                
                                
                                
                                —
                                
                                
                                
                                —Marketable
      securities:Mutual
      Funds
                                
                                
                                1,000,000
                                
                                
                                
                                1,000,000
                                
                                
                                
                                —
                                
                                
                                
                                —Preferred/FixedRate
      CapSecurities
                                
                                
                                25,000
                                
                                
                                
                                —
                                
                                
                                
                                25,000
                                
                                
                                
                                —Total
      assets
                                
                                $
                                1,400,058
                                
                                
                                $
                                1,375,058
                                
                                
                                $
                                25,000
                                
                                
                                $
                                —




No other
than temporary impairments were recognized for the year ended December 31,
2008.




NOTE 6
-INCOME TAXES





As
of December 31, 2007 and 2008 the Company had Federal and state
net operating losses of approximately $559,000 and $5,498,000 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.





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 31,2008
                
                
                2007Deferred
      tax asset due net operating losses
                
                $
                2,200,000
                
                
                $
                224,000Less:
      Valuation allowance
                
                
                (2,200,000
                )
                
                
                (224,000
                )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.


F-15




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 7
-COMMON STOCK





PRIVATE
PLACEMENT OFFERING




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




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.





COMMON
STOCK OUTSTANDING





As of
December 31, 2008 and December 31, 2007, 950,000,000 shares of common stock were
authorized at a par value of $.001 per share. As of the respective dates,
the Company had 221,854,881 and 51,518,710 shares issued and
outstanding.




STOCK
WARRANTS





As
previously discussed, the Company issued 1,666,000 stock warrants during the
year ended December 31, 2005 and 49,434,000 stock warrants during the year ended
December 31, 2006 in connection with a stock purchase agreement, private
placement offerings, and a consulting agreement.  The following represents
the stock warrant activity during the years ended December 31, 2007and
2008:





WeightedAverageWarrants
                
                
                PriceBalance,
      12/31/06
                
                
                51,100,000
                
                
                $
                .001Activity:1/1/07
      to 12/31/07
                
                
                —
                
                
                
                —Activity
      1/1/08-12/31/08-Warrants exercised
                
                
                (50,300,000
                )
                
                
                .001Balance,
      12/31/08
                
                
                800,000
                
                
                $
                .001




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




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




F-16




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 8
- ACQUISITIONS




The
summarized unaudited pro forma financial information for the years ended
December 31, 2008 and 2007 that follows assumes the acquisition of America’s
Emergency Network, LLC was consummated on January 1, 2007:




Year EndedDecember31,2008
                
                
                2007Sales
                
                $
                172,909
                
                
                $
                -0-Cost
      of Sales
                
                
                84,019
                
                
                
                -0-Gross
      Profit
                
                
                88,890
                
                
                
                -0-Selling,
      General and Administrative Expenses
                
                
                1,210,107
                
                
                
                294,493Impairment
      of Goodwill
                
                
                10,415,747
                
                
                
                —Loss
      From Operations
                
                
                (11,536,964
                )
                
                
                (294,493
                )Other
      Income (Expense):Interest
      Income
                
                
                25, 209
                
                
                
                43,428Total
      Other Income (Expense)
                
                
                25, 209
                
                
                
                43,428Loss
      from Continuing Operations BeforeIncome
      Taxes
                
                
                (11,511,755
                )
                
                
                (251,056
                )Income
      Taxes Provision
                
                
                —
                
                
                
                —Net
      Loss From Continued Operations
                
                
                (11,511,755
                )
                
                
                (251,056
                )Income
      From Discontinued Operations Net of Income Tax Benefit of $0 in
      2007
                
                
                —
                
                
                
                604Net
      Loss
                
                $
                (11,511,755
                )
                
                $
                (250,461
                )Loss
      Per Share-Basic
      and Diluted Loss Per Share:Continuing
      Operations
                
                $
                (0.05
                )
                
                $
                (0.00
                )Discontinued
      Operations
                
                $
                (0.00
                )
                
                $
                (0.00
                )Net
      Loss Per Share
                
                $
                (0.05
                )
                
                $
                (0.00
                )Weighted
      Average Common SharesOutstanding
      - Basic and Diluted
                
                
                221,854,881
                
                
                
                221,854,881




F-17




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 9
- DISCONTINUED OPERATIONS




During
the second quarter of 2008 the Company discontinued the sale and distribution of
consumer personal care products and professional laser hair removal. Prior to
the bankruptcy filing as discussed in Note 1, the Company had already lost
substantially all of its assets to a creditor and business activities were
reduced to a minimum. Following the bankruptcy and through March 31, 2008,
business activities for the consumer personal care products continued however
the anticipated results were not successful and the Company discontinued the
operations.




The
accompanying consolidated statements of operations have been adjusted to
classify the gross profit earned from the sale and distribution of these
products as discontinued operations. Discontinued operations for the years ended
December 31, 2008 and 2007 were $0 and $604, respectively.





NOTE 10 -
DUE TO OFFICERS





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 11 -
PROPERTY AND EQUIPMENT





Property
and Equipment consist of the following:


PropertyandEquipment:
                    
                    Estimated
                      Life
                    
                    December31,2008
                    
                    
                    December31,2007Website
      development
                    
                    5
      Years
                    
                    $
                    267,928
                    
                    
                    $
                    —Conference
      display
                    
                    5
      Years
                    
                    
                    8,559
                    
                    
                    
                    —Computer
      and software
                    
                    5
      Years
                    
                    
                    158,010Installation
      Parts
                    
                    5
      Years
                    
                    
                    16,502
                    
                    
                    
                    848Leasehold
      improvements
                    
                    2
      Years
                    
                    
                    6,445Furniture
                    
                    5
      Years
                    
                    
                    9,130
                    
                    
                    
                    —Total
      Property and Equipment
                    
                    
                    
                    $
                    466,574
                    
                    
                    $
                    848Accumulated
      Depreciation
                    
                    
                    
                    
                    (111,354
                    )
                    
                    
                    (28
                    )Total
      Property and Equipment, Net
                    
                    
                    
                    $
                    355,220
                    
                    
                    $
                    820




NOTE 12
-RELATED PARTY TRANSACTION





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





NOTE 13-
ACCOUNTING CHANGES AND ERROR CORRECTIONS




The
Company determined that accounting errors existed in reporting the acquisition
of AEN, as a result of the Company not appropriately determining the fair value
of its common stock issued in connection with the acquisition. The Company has
restated its financial statements for the quarters ended March 31, 2008, June
30, 2008, and September 30, 2008, and for the year ended December 31, 2008, to
record goodwill on the acquisition at the excess of the fair value of the
consideration given (i.e., the common stock issued) and the liabilities assumed
over the estimated fair value of the assets acquired. The restated financial
statements include the disclosures required under SFAS No. 154, “Accounting
Changes and Error Corrections”.


A revised
stock price of $0.10 per share was used for the valuation of the common stock
issued for the AEN acquisition. This price was derived from an average of the
stock price at the time of the acquisition and the stock price used in the
private placement dated March 24, 2008. This revaluation resulted in an increase
of $7 million in the purchase price of AEN, to a total consideration of
approximately $10.1 million, and a corresponding adjustment of the estimated
recoverable value of recorded goodwill from approximately $3 million to
approximately $10.4 million. As per Note 2 the Company has elected to impair the
entire balance of $10.4 million at year ended December 31, 2008.
 
 The
Company also discovered classification errors in its consolidated financial
statements for cash and cash equivalents and marketable securities. The Company
has reclassified marketable securities on its restated consolidated balance
sheets for the aforementioned reporting periods. The Company has also corrected
errors in reporting cash flow activity relative to purchases and redemptions of
marketable securities on its restated consolidated statements of cash flows for
the aforementioned reporting periods.


F-18




RAMPTON
CREST INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 13
- ACCOUNTING CHANGES AND ERROR CORRECTIONS (CONTINUED)





The
following table illustrates the adjustments that were made to the originally
reported amounts on the balance sheet and income statement at December 31,
2008:





Brampton
Crest International, Inc. and Subsidiaries


Consolidated
Balance Sheet (Restated)


Year
Ended December 31, 2008




AsOriginallyReported
                                    
                                    
                                    Adjusted
                                    
                                    
                                    AsRestated
                                      (Amendment No. 2)ASSETSCurrent
      Assets:Cash
      and Cash Equivalents
                                    
                                    $
                                    1,400,058
                                    
                                    
                                    
                                    (1,025,000
                                    )
                                    
                                    $
                                    375,058Marketable
      Securities
                                    
                                    
                                    —
                                    
                                    
                                    
                                    1,025,000
                                    
                                    
                                    
                                    1,025,000Notes
      Receivable
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —Accounts
      Receivable
                                    
                                    
                                    31,147
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    31,147Total
      Current Assets
                                    
                                    
                                    1,431,205
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    1,431,205Property
      and Equipment, net
                                    
                                    
                                    355,220
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    355,220Other
      Assets:Deposits
      and Prepaid Expenses
                                    
                                    
                                    6,294
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    6,294Trademarks
                                    
                                    
                                    10,650
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    10,650Total
      Other Assets
                                    
                                    
                                    16,944
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    16,944TOTAL
      ASSETS
                                    
                                    $
                                    1,803,369
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    1,803,369LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                    
                                    $
                                    25,391
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    25,391Due
      to officer
                                    
                                    
                                    95,926
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    95,926Total
      Current Liabilities
                                    
                                    
                                    121,317
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    121,317STOCKHOLDERS’
      EQUITYPreferred
      stock
                                    
                                    
                                    —
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    —Common
      stock
                                    
                                    
                                    221,854
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    221,854Additional
      paid in capital
                                    
                                    
                                    6,959,063
                                    
                                    
                                    
                                    7,000,000
                                    
                                    
                                    
                                    13,959,063Accumulated
      deficit
                                    
                                    
                                    (5,498,865
                                    )
                                    
                                    
                                    (7,000,000
                                    )
                                    
                                    
                                    (12,498,865
                                    )Total
      Stockholders' Equity
                                    
                                    
                                    1,682,052
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    1,682,052Total
      Liabilities & Stockholders’ Equity
                                    
                                    $
                                    1,803,369
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    1,803,369




F-19


Brampton
Crest International, Inc. and Subsidiaries


Consolidated
Statements of Operations (Restated)


Year
Ended December 31, 2008





As Originally Reported
                            
                            
                            Adjusted
                            
                            
                            As Restated
                              (Amendment No. 2)Sales
                            
                            $
                            172,909
                            
                            
                            
                            
                            
                            $
                            172,909Cost
      of Sales
                            
                            
                            84,019
                            
                            
                            
                            
                            
                            
                            84,019Gross
      Profit
                            
                            
                            88,890
                            
                            
                            
                            
                            
                            
                            88,890Selling,
      General andAdministrative
      Expenses
                            
                            
                            1,149,996
                            
                            
                            
                            
                            
                            
                            1,149,996Impairment
      of Goodwill
                            
                            
                            3,415,747
                            
                            
                            
                            7,000,000
                            
                            
                            
                            10,415,747Loss
      From Operations
                            
                            
                            (4,476,853
                            )
                            
                            
                            (7,000,000
                            )
                            
                            
                            (11,476,853
                            )Other
      Income (Expense):Interest
      Income
                            
                            
                            25,209
                            
                            
                            
                            
                            
                            
                            
                            25,209Total
      Other Income (Expense)
                            
                            
                            25,209
                            
                            
                            
                            
                            
                            
                            
                            25,209Loss
      from Continuing Operations BeforeIncome
      Taxes
                            
                            
                            (4,451,644
                            )
                            
                            
                            (7,000,000
                            )
                            
                            
                            (11,451,644
                            )Income
      Taxes Provision
                            
                            
                            —
                            
                            
                            
                            
                            
                            
                            
                            —Net
      Loss From Continued Operations
                            
                            
                            (4,451,644
                            )
                            
                            
                            (7,000,000
                            )
                            
                            
                            (11,451,644
                            )Income
      From Discontinued Operations Net ofIncome
      Tax Benefit of $0 in 2007
                            
                            
                            -0-
                            
                            
                            
                            
                            
                            
                            
                            -0-$
                            (4,451,644
                            )
                            
                            $
                            (7,000,000
                            )
                            
                            $
                            (11,451,644
                            )Net
      LossLoss
      Per Share-Basic
      and Diluted Loss Per Share:Continuing
      Operations
                            
                            $
                            (0.03
                            )
                            
                            $
                            (0.04
                            )
                            
                            $
                            (0.07Discontinued
      Operations
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.00Net
      Loss Per Share
                            
                            $
                            (0.03
                            )
                            
                            $
                            (0.04
                            )
                            
                            $
                            (0.07Weighted
      Average Common SharesOutstanding
      - Basic and Diluted
                            
                            
                            163,825,550
                            
                            
                            
                            -0-
                            
                            
                            
                            163,825,550




NOTE
14-  COMMITMENTS AND CONTINGENCIES





Operating
Leases





The
company leases office space of approximately 2,220 square feet in Miami, Florida
for a monthly rental of approximately $5,007. Including monthly maintenance
charges. The lease terminates on December 31, 2009. The company has no other
obligations beyond December 31, 2008. The future commitments under this lease
are as follows:





Year Ending December 31,
                  
                  Annual Rental2009
                  
                  $
                  60,0842010
                  
                  
                  -0-2011
                  
                  
                  -0-$
                  60,084





Rent
expense was $50,936 for the year ended December 31, 2008




F-20