SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                  FORM 10-KSB/A
          |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2006
        |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


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

<TABLE>
<CAPTION>
<S>                                       <C>                        <C>
               Nevada                            000-1321002                       30-0286164

  (State or other jurisdiction of         (Commission File Number)   (I.R.S. Employer Identification No.)
   incorporation or organization)

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



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

                                       N/A

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


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

          Yes [X]  No [ ]

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

State issuer's revenues for its most recent fiscal year:     $ 4,555

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

As of December 31, 2006, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

Transitional Small Business Disclosure Format (check one):  Yes [ ] No [X]

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


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

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

            Class                         Outstanding as of March 22, 2007
------------------------------            --------------------------------
Common Stock, $0.001 per share                       51,518,710
                                                     ==========


                                            DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to under Part 1V Transitional
Small Business Disclosure Format (check one) Yes|_| No |X|


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<PAGE>


PART I

ITEM 1.   Description of Business                                          3

ITEM 2.   Description of Property                                          6

ITEM 3.   Legal Proceedings                                                6

ITEM 4.   Submission of Matters to Vote of Securities Holders              7

PART II
--------

ITEM 5.    Market for Common Equity and Related Stockholder Matters        7

ITEM 6.    Management's Discussion and Analysis or Plan of Operations      8

ITEM 7.    Financial Statements                                           10

ITEM 8     Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                       10

ITEM 8A.  Controls and Procedures                                         10

ITEM 8B.  Other Information                                               10

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

ITEM 9     Directors, Executive Officers, Promoters, and Control
               Persons; Compliance with Section 16(a) of the Exchange Act 11

ITEM 10.  Executive Compensation                                          12

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management  13

ITEM 12.  Certain Relationships and Related Transactions                  14

ITEM 13.  Exhibits                                                        15

ITEM 14.  Principal Accountant Fees and Services                          15

           SIGNATURES                                                     17



                                       2
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General

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

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

On  November  1, 2004 the company  sold  8,334,000  units at $.15 per unit for a
total  sales price of  $1,250,100.  Each unit  consisted  of one share of common
stock and one warrant to purchase one additional  share of common stock at $.001
per share.

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

The previous  Private  Placement dated November 1, 2004 and the January 11, 2005
Private  Placement may not be resold for a period of twelve months from the date
of purchase without the express written consent of the Company.

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

On January 29, 2007, the Board of Directors  accepted the  resignation of J. Rod
Martin as Chief Executive Officer and director submitted to the Board on January
29,  2007.  There  were no  disagreements  with J. Rod  Martin on any  matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure.

On January 29, 2007,  the Board of Directors  appointed  Robert  Wineberg as the
Chief  Executive  Officer,  Principal  Accounting  Officer for the Company and a
member of the Board of Directors.  Mr. Wineberg was our Secretary-Treasurer from
January 2005 through November 2005 and Chief Financial  Officer from April, 2005
through  November 2005.  From November 2005 to his appointment as CEO in January
of 2007 Mr. Wineberg  served as a consultant for the company.  Mr. Wineberg is a
graduate  of McGill  University  with a B.  Comm.  in  Accounting,  Systems  and
Computers.  Mr.  Wineberg  is a  Chartered  Accountant  (C.A.)  and a  Chartered
Financial Analyst (C.F.A.).


Business

Effective March 2, 2007,  Brampton Crest  International  (BRCI or the "Company")
announced  that it had formed a wholly  owned  subsidiary,  White  Peak  Capital
Group,  Inc.,  a Florida  corporation  ("White  Peak") that will focus on making
secured short and medium term loans.

White Peak will  generate its own  business  through an  established  network of
finance   industry   contacts   developed  by  its  management  and  by  seeking
participations with other originators,  known to the company  management.  White
Peak 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  White  Peak will  purchase
participations are established companies known to White Peak management.



                                       3
<PAGE>


White Peak will initially be funded by capital from BRCI.  BRCI intends to raise
additional  capital,  and will attempt to secure bank lines of credit to further
its lending activities.  However, there are no assurances or guaranties that the
lines of credit or additional capital will be achieved.

The Company  will  continue  the  business  of  marketing  and selling  consumer
cosmetics  and  non-prescription  dermatology  products  through  the use of one
independent  sales  consultant.  Although  sales of the consumer  cosmetics  and
non-prescription  dermatology products have been slow and general acceptance for
these products has been less than  anticipated the Company still feels it can be
successful  in  establishing  a domestic  market and once it has done so it will
then  attempt  to sell on an  international  level.  However,  due to the dismal
acceptance of the consumer  product line the Company's  management,  consultants
and board of  directors  will  continue to dedicate  time and Company  resources
towards finding a suitable business  combination and or use best efforts to find
a possible acquisition or merger.


The  Company  currently  uses  one  independent  sales  consultant  to sell  its
products,  working under an  independent  contractor  agreement.  The consultant
covers the state of Florida.

The sales  consultant's  agreement was extended for another six months effective
June 30, 2006 expiring December 31, 2006. The original  agreement was signed and
dated February 15, 2006 and per the terms,  the consultant uses his best efforts
to sell the Company's cosmetics and  non-prescription  dermatology products on a
full time basis.  The  agreement  was  extended  for an  additional  six months,
expiring June 30, 2007. The consultant is an experienced  skin care sales person
and has been in the business for many years. He comes to the Company with a list
of over 250  customers  that he has either sold to before or that he has visited
and/or  prospected in the past. This consultant  spends his working time for the
Company  selling  and  calling  on this  list of  customers  and  potential  new
customers.  On September 15, 2006 the  consultant's  auto  allowance was reduced
from $400 per month to $200 per month.  plus he receives a 15% commission on net
revenues.

The  agreement  with the  company's  other sales  consultant,  Tina's  Lotions &
Creams,  was  terminated  on June 14, 2006  because the sales  generated  by the
consultant were less than expected and not enough to justify the consulting fees
being paid. Per the termination clause the company paid 60 days severance pay.

Suppliers

The Company's  products are supplied directly from the  manufacturer,  Dermazone
Solutions,  LLC per a  distribution  agreement  signed on September 8, 2005. The
Dermazone  Solutions,  LLC agreement is a non-exclusive  distribution  agreement
giving  the  Company  access  to their  full  line of  products  in a  territory
comprising  of all  North  America.The  Company  sells a full  line of  consumer
cosmetics and non-prescription dermatology products including body lotions, face
creams,  rejuvenating ointments, lip balm, anti-aging creams as well as sun care
products  and has also been  attempting  to market a new medical  grade  sunless
tanner called Lyphazome  Inside Tan. This is a relatively new product  developed
by our manufacturer/distributor and the Company had hoped it could differentiate
itself from the competition by concentrating  its marketing and sales efforts on
this new product.  However,  sales have been dismal to date,  re-orders on sales
have been slow and in most cases  re-orders have been none at all. No assurances
can be given that any of the products including  Lyphazome Inside Tan, will ever
produce a material revenue stream.

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

The Company filed a Form 10-SB on December 16, 2004,  and on May 17, 2005 became
a reporting company pursuant to the Securities Exchange Act of 1934, as amended.
The  Company's  15C-211  filed on October 3, 2005 to list its  securities on the
Bulletin  Board  Exchange  was  approved on November  30, 2005 and the stock now
trades under the ticker symbol BRCI.OB.


                                       4
<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY.

Brampton  Crest  International,  Inc.  currently  maintains  its  office at 1224
Washington  Avenue,  Miami Beach,  Florida 33139.  The telephone number is (305)
531-1174.  Other than this office,  Brampton Crest International,  Inc. does not
currently maintain any other office  facilities.  The office is leased by Joseph
I. Emas and, as a courtesy,  Mr. Emas allows Brampton Crest International,  Inc.
to use  the office  facilities  without rent.  For 2005 and 2006, the  Company's
use of Mr. Emas space was minimal and deemed  immaterial.

ITEM 3. LEGAL PROCEEDINGS.

Brampton  Crest  International,  Inc.  is  not a  party  to  any  pending  legal
proceedings, and no such proceedings are known or contemplated.

No director,  officer or affiliate of Brampton Crest International,  Inc. and no
owner of record or  beneficial  owner of more than 5.0% of the  securities of or
any associate of Brampton Crest International,  Inc. any such director,  officer
or security holder is a party adverse to Brampton Crest  International,  Inc. or
has a material  interest  adverse  to  Brampton  Crest  International,  Inc.  in
reference to pending litigation.

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

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

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

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

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

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

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


                                       5
<PAGE>


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

     On July 14, 2006, the Company held its annual meeting in which greater than
a majority of the shares entitled to voted to elect J. Rod Martin and Joseph I,.
Emas as directors and ratified the appointment of Berenfeld, Spritzer, Shechter
& Sheer as the Company's independent certified public accountant for the fiscal
year ending December 31, 2006.

PART II

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

TRADING MARKET

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

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

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

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

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

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

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

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

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


                                       6
<PAGE>


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

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS

Management's   Discussion  and  Analysis   contains   various  "forward  looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this  Form  10-KSB,  including,   without  limitation,   statements  related  to
anticipated  cash flow sources and uses, and words  including but not limited to
"anticipates",  "believes",  "plans", "expects", "future" and similar statements
or  expressions,   identify  forward  looking  statements.  Any  forward-looking
statements  herein  are  subject  to  certain  risks  and  uncertainties  in the
Company's  business,  including  but not limited to,  reliance on customers  and
competition in its markets,  market demand, product performance,  maintenance of
relationships  with key  suppliers,  difficulties  of  contracting  or retaining
independent  contractors  and any changes in current  accounting  rules,  all of
which may be beyond the control of the Company.  The  Company's  actual  results
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements as a result of certain factors, including those set forth therein.

Management's  Discussion  and  Analysis  of  Consolidated  Results of  Financial
Condition and Results of Operations  ("MD&A") should be read in conjunction with
the consolidated  financial  statements  included herein.  Further,  this yearly
report  on Form  10-KSB  should  be  read  in  conjunction  with  the  Company's
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in Report on Form 10-KSB.


TWELVE MONTHS ENDED DECEMBER 31, 2006
COMPARED TO TWELVE MONTHS ENDED DECEMBER 31, 2005

Sales  increased from $2,645 for the twelve month period ended December 31, 2005
to $4,555 for the twelve month period ended December 31, 2006.

Costs of Sales  increased from $1,221 for the twelve month period ended December
31,  2005 to $1,581  for the  twelve  month  period  ended  December  31,  2006,
primarily due to the increased sales of the Company's products.

Selling,  General and  Administrative  Expenses  decreased from $256,105 for the
twelve  month  period  ended  December 31, 2005 to $121,429 for the twelve month
period ended December 31, 2006 due to professional fees and promotional expenses
incurred in 2005 to assist the Company  while it was  attempting  to emerge from
bankruptcy.

Other Income  (Expenses)  for the twelve  month  period ended  December 31, 2006
increased by $27,208 These  occurred  while the Company was attempting to emerge
from bankruptcy.

Net Loss decreased from a net Loss of $238,844 for the twelve month period ended
December  31, 2005 to $75,410 for the twelve  month  period  ended  December 31,
2006, due to the above analysis of Income and Expenses.

Current Assets

Cash  decreased  from  $934,492 at December 31, 2005 to $864,676 at December 31,
2006,  primarily  as a result of expenses in  operating  the company for the the
past year.

Total  assets  decreased  from  $935,207  at  December  31,  2005 to $867,526 at
December 31, 2006, primarily as a result of a sale of the Company's securities.

Liabilities

Current  liabilities  increased  from $15,139 at December 31, 2005 to $22,868 at
December 31, 2006, due to additional accrued expense as related to the Company's
2006 audit and current operations.

Liquidity and Capital Resources

We  are  financing  our  operations  and  other  working  capital   requirements
principally  from the  receipt of proceeds  in the amount of  $1,250,100  from a
private  placement  of our  securities  in 2004 and from  interest  income.  Our
management estimates that once the business plan is implemented, we will require
a minimum cash flow of approximately $9,000 per month to maintain operations. In
addition, on January 11, 2005, the Company sold 1,666,000 units at $.15 per unit
for a total sale price of $249,900,  which was finalized  during May, 2005, when
the restrictions were met and the funds disbursed from escrow.



                                       7
<PAGE>


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


Private Placements

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

The previous sold Private  Placement  dated  November 1, 2004 for  approximately
$1,251,100  and the January 11, 2005 Private  Placement  may not be resold for a
period of twelve  months from the date of purchase  without the express  written
consent of the Company.

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

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.


ITEM 7.  FINANCIAL STATEMENTS

The  financial  statements  of the Company are included  following the signature
page to this Form 10-KSB.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINACIAL
        DISCLOSURES

On June 11, 2004, the Company engaged Berenfeld,  Spritzer,  Shechter & Sheer to
act  as  the  Company's  independent  certified  public  accountant.  Berenfeld,
Spritzer,  Shechter & Sheer Certified  Public  Accountants were appointed by the
Company on June 11, 2004 to audit the  Company's  financial  statements  for the
fiscal years ended December 31, 2001, 2002 and 2003.  During our two most recent
fiscal years and the subsequent  interim period  preceding their  appointment as
independent accountants,  neither the Company nor anyone on its behalf consulted
Berenfeld,  Spritzer,  Shechter  & Sheer  regarding  either the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or  the  type  of  audit  opinion  that  might  be  rendered  on  the  Company's
consolidated financial statements, nor has Berenfeld, Spritzer, Shechter & Sheer
provided  to the  Company  a  written  report  or  oral  advice  regarding  such
principles  or audit  opinion,  nor has  there  been any  disagreements  between
Berenfeld,  Spritzer,  Shechter & Sheer and the Company, whether resolved or not
resolved,  on any  matter  of  accounting  principles  or  practices,  financial
statement  disclosure,  or auditing scope or procedure,  which, if not resolved,
would  have  caused  them  to  make  reference  to  the  subject  matter  of the
disagreement in connection with their reports.  Berenfeld,  Spritzer, Shechter &
Sheer has been engaged to audit the Company's year ended December 31, 2006.

ITEM 8A. CONTROLS AND PROCEDURES


(a)   Evaluation of Disclosure Controls and Procedures
      ------------------------------------------------

The  Company's  Chief  Executive  Officer  and Chief  Financial  Officer,  after
evaluating  the  effectiveness  of the  Company's  controls and  procedures  (as
defined in the  Securities Act of 1934 Rule 13a 14(c) and 15d 14 (c) of the date
within  90 days of the  filing  of  this  annual  report  on  Form  10-KSB  (the
"Evaluation Date"), have concluded that as of the Evaluation Date, the Company's
disclosure  controls and  procedures  were adequate and effective to ensure that
material  information  relating  to it  would  be made  known  to it by  others,
particularly  during the period in which this  yearly  report on Form 10-KSB was
being made.



                                       8
<PAGE>

(b)   Changes in Internal Controls
      -------------------------------

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect the Company's  disclosure controls and
procedures  subsequent to the Evaluation Date, nor any significant  deficiencies
or material  weaknesses in such  disclosure  controls and  procedures  requiring
corrective actions.


ITEM 8B. OTHER INFORMATION

         NONE



                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The  directors  and  executive   officers   currently   serving  Brampton  Crest
International, Inc. are as follows:

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

Robert Wineberg      52      CEO, Dirctor and Principle Accounting Officer

Joseph I. Emas       52      Director

Brad Hacker          47      Chief Financial Officer


On January 29, 2007, the Board of Directors  accepted the  resignation of J. Rod
Martin as Chief Executive Officer and Director submitted to the Board on January
29,  2007.  There  were no  disagreements  with J. Rod  Martin on any  matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure.

On January 29, 2007,  the Board of Directors  appointed  Robert  Wineberg as the
Chief  Executive  Officer,  Principal  Accounting  Officer for the Company and a
member of the Board of Directors.

ROBERT WINEBERG:  Chief Executive Officer,  Principal Accounting Officer for the
Company  and  a  member  of  the  Board  of  Directors.  Mr.  Wineberg  was  our
Secretary-Treasurer   from  January,  2005  through  November,  2005  and  Chief
Financial Officer from April, 2005 through November,  2005. From November,  2005
to  January,  2007 Mr.  Wineberg  served as a  consultant  to the  company.  Mr.
Wineberg  is a graduate  of McGill  University  with a B. Comm.  in  Accounting,
Systems and  Computers.  Mr.  Wineberg is a  Chartered  Accountant  (C.A.) and a
Chartered Financial Analyst (C.F.A.).

JOSEPH I. EMAS:  Director of the Company  since  December,  2003.  Mr. Emas is a
securities  regulation  attorney and has practiced  since January 1994. Mr. Emas
received  his Honors BA at  University  of Toronto,  Bachelor of  Administrative
Studies, with distinction, at York University in Toronto, his JD, cum laude from
Nova  Southeastern  Shepard  Broad  Law  School  and his  L.L.M.  in  Securities
Regulation  at  Georgetown  University  Law  Center.  Mr.  Emas  was an  Adjunct
Professor  of Law at Nova  Southeastern  Shepard  Broad  Law  School.  Mr.  Emas
specializes   in  securities   regulation,   corporate   finance,   mergers  and
acquisitions and corporate law. Mr. Emas is licensed to practice law in Florida,
New Jersey and New York.

The directors  named above will serve until the first annual meeting of Brampton
Crest International, Inc.'s stockholders.  Thereafter, directors will be elected
for one-year terms at the annual stockholders meeting.  Officers will hold their
positions regardless of any employment agreement, of which none currently exists
or is contemplated.



                                       9
<PAGE>

BRAD HACKER:  Chief  Financial  Officer since  December,  2005.  Mr. Hacker is a
Certified  Public  Accountant  and  partner  in  the  firm  Kramer  Weisman  and
Associates,  LLC. Mr.  Hacker  received his Bachelor of Business  Administration
from the  University Of Texas.  Mr. Hacker has held position of Chief  Financial
Officer with both Public and private  companies in South Florida.  As previously
mentioned,  the firm of Kramer Weisman and Associates,  LLC, of which Mr. Hacker
is a  partner,  has been  retained  by the  Company to  provide  accounting  and
financial services to the Company.

There is no arrangement or  understanding  between the directors and officers of
Brampton Crest  International,  Inc. and any other person  pursuant to which any
directors or officers were or are to be selected as a director or officer.

Board of Directors Committees and Other Information

All  Directors  hold office until the next annual  meeting of  stockholders  and
until their  successors  have been duly  elected  and  qualified.  Officers  are
appointed by and serve at the discretion of the Board of Directors.

The Board of Directors currently has no committees. As and when required by law,
it will  establish  Audit  Committee  and a  Compensation  Committee.  The Audit
Committee will oversee the actions taken by our independent  auditors and review
our internal  financial and accounting  controls and policies.  The Compensation
Committee will be responsible  for  determining  salaries,  incentives and other
forms of  compensation  for our  officers,  employees and  consultants  and will
administer our incentive  compensation and benefit plans,  subject to full board
approval.  The Audit Committee Charter and the Compensation Committee Charter as
attached hereto as Exhibit to this filing.  The functions of the Audit Committee
and  the  Compensation  Committee  are  currently  performed  by  the  Board  of
Directors.

Director Compensation

Our  directors  do not receive  cash for their  services.  The Company  does not
provide   additional   compensation  for  committee   participation  or  special
assignments  of the Board of Directors,  but may enter into separate  consulting
agreements with individual directors at times.

Indemnification of Officers and Directors

As permitted by Nevada law,  Brampton  Crest  International,  Inc.'s Amended and
Restated  Articles of Incorporation  provide that Brampton Crest  International,
Inc. will indemnify its directors and officers  against expenses and liabilities
they incur to defend,  settle,  or satisfy any civil or criminal  action brought
against  them on account of their  being or having  been  Company  directors  or
officers unless, in any such action,  they are adjudged to have acted with gross
negligence or willful misconduct.

Pursuant to the foregoing  provisions,  Brampton Crest  International,  Inc. has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability

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

ITEM 10. EXECUTIVE COMPENSATION.

      The following  table sets forth  information  with respect to compensation
paid by the  Company  to the  President  and  compensation  to  named  executive
officer's that exceeds $100,000 as of December 31, 2006:


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

                                                   Other Annual       Restricted Stock Options/   LTIP          All Other
Name           Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
----           -----      ----     ------   -----  ------------       -------          --------   -----------   ------------
<S>            <C>        <C>      <C>      <C>    <C>                <C>              <C>        <C>           <C>
J. Rod Martin  President  2004     0        0      0                  0                0          0             0
                          2005     0        0      0                  0                0          0             0
                          2006     0        0      0                  0                0          0             0
</TABLE>




                                       10
<PAGE>

Employees

Brampton Crest  International,  Inc.  currently has no employees  other than its
directors  and officers.  Management  expects to hire help as necessary and does
not anticipate a need to engage any full-time  employees until the business plan
is applied.

Consulting Agreement

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

Pursuant to the terms of the Consulting  Agreement,  the Company has compensated
Mr.  Wineberg  with  100,000  shares of the  Company's  common stock and 100,000
warrants  to  purchase  an equal  number of common  shares of the  Company at an
exercise  price of $0.001 per share of common  stock for a period of three years
and shall pay to Mr. Wineberg an annual fee of $37,500 for a period of one year,
payable  monthly in advance in equal  monthly  payments of $3,125  commencing in
January 1, 2005. This agreement was extended until December 31, 2006.

On November 29, 2005, the Board of Directors appointed Brad Hacker, CPA as the
Chief Financial Officer for the Company.

On December 7, 2005 the Company  engaged  Kramer  Weisman and  Associates,  LLP,
Certified  Public  Accountants & Consultants.  The term of this agreement is for
twelve months and expires on December 7, 2006.  Fees for services  rendered will
be billed at a flat rate of $1,000  per month and both  parties  agree to review
the  hours  accrued  each  month and  adjust  the  contract  as  requested.  Any
additional  work that is required will be billed at a standard  hourly rate plus
any out of pocket expenses and travel costs incurred. The Company will be billed
at the end of the month for services  rendered during the engagement.  The terms
of the agreement are the following:

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

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

3.    Preparation of Form 10QSB including appropriate exhibits and schedules and
      management discussion and analysis write-up for the filing.

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

On March 2, 2007, Brampton Crest  International,  Inc. appointed its CEO, Robert
Wineberg,  as President of its newly formed wholly owned subsidiary,  White Peak
Capital Group,  Inc.  ("White Peak"),  and entered into a three month consulting
contract  by and  between  White  Peak  and its  Vice  President,  Tsvi  Katsir,
effective February 1st, 2007. Pursuant to the agreement,  Mr. Katsir is entitled
to receive a Consulting  fee of $10,000 and an option to acquire  200,000 shares
of Brampton Crest International, Inc.'s common stock, par value $.01 per share.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table sets forth as at  December  31,  2006,  the name and
address and the number of shares of the Company's common stock, with a par value
of $0.001 per share,  held of record or  beneficially by each person who held of
record,  or was known by the  Company to own  beneficially,  more than 5% of the
issued and outstanding  shares of the Company's  common stock,  and the name and
shareholdings of each director and of all officers and directors as a group.



                                       11
<PAGE>

                                      Number of                Percentage of
Name and Address                       Shares                      Shares
                                Beneficially Owned (1)    Beneficially Owned (1)
----------------------          ----------------------    ---------------------

Joseph I. Emas                       25,200,000 (2)              28.4%
1224 Washington Avenue
Miami Beach, FL  33139

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

All directors and
executive officers as
a group (3 persons)                  74,400,000                  83.9%

Brampton Crest International, LLC.   24,600,000 (3)              27.7%
1224 Washington Avenue
Miami Beach, FL  33139

Murray Bacal                         24,600,000 (3)              27.7%
1455 Ocean Drive #904
Miami Beach, Florida 33139

Robert Wineberg                      49,200,000 (4)              55.5%
Delaporte Point  #45
Nassau, Bahamas

      (1)   Based on a total of an  aggregate  of  88,718,710  shares of capital
            stock,  consisting of 51,518,710  issued and  outstanding  shares of
            common  stock and warrants to purchase  37,200,000  shares of common
            stock.


      (2)   Includes  12,300,000  shares  of  common  stock  held in the name of
            Brampton Crest  International,  LLC,  300,000 shares of common stock
            held in the name of Joseph I, Emas,  warrants to purchase 12,300,000
            shares  of  common  stock  held  in  the  name  of  Brampton   Crest
            International,  LLC  (Murray  Bacal,  and  Joseph  I.  Emas  are the
            managing members of Brampton Crest International,  LLC) and warrants
            to  purchase  300,000  shares  of common  stock  held in the name of
            Joseph I, Emas.

      (3)   Includes  12,300,000  shares  of  common  stock  held in the name of
            Brampton Crest  International,  LLC, warrants to purchase 12,300,000
            shares  of  common  stock  held  in  the  name  of  Brampton   Crest
            International,  LLC (Murray Bacal is the managing member of Brampton
            Crest International, LLC)

      (4)   Includes  24,600,000 shares of common stock and warrants to purchase
            24,600,000 shares of common stock.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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



                                       12
<PAGE>

No officer,  director,  promoter,  or affiliate of Brampton Crest International,
Inc.  has or proposes to have any direct or  indirect  material  interest in any
asset held by Brampton Crest  International,  Inc.  through  security  holdings,
contracts, options, or otherwise.

Although there is no current compensation plan in existence, it is probable that
Brampton  Crest  International,  Inc.  will  adopt  a  plan  to  pay  or  accrue
compensation  to its Officers and Directors for services  related to development
of the company's business plan.


                                       13
<PAGE>


ITEM 13. EXHIBITS AND REPORTS


(a) (1) FINANCIAL STATEMENTS.

The following financial statements are included in this report:

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

Report of Independent Registered Public Accounting Firm                    F-1

Financial Statements:

Balance Sheets as of December 31, 2006 and 2005                            F-2

Statements of Operations  for the years ended December 31, 2006            F-3
and 2005

Statements of Stockholders' Equity for the years ended                     F-4
December 31, 2006 and 2005


Statements of Cash Flows for the years ended  December 31, 2006            F-5
and December 31, 2005

Notes to financial statements                                              F-6

(a) (2) FINANCIAL STATEMENT SCHEDULES

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

None.


(a) (3) EXHIBITS

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


31.1 Section 302 Certificate of Chief Executive Officer


31.2 Section 302 Certificate of Chief Financial Officer


32.1 Section 906 Certificate of Chief Executive Officer


32.2 Section 906 Certificate of Chief Financial Officer


(b) Reports on Form 8-K


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)     Audit  Fees
        -----------

The aggregate  fees billed by the  independent  accountants  for the last fiscal
year for  professional  services for the audit of the Company's annual financial
statements  and the review  included in the  Company's  Form 10-QSB and services
that are normally  provided by the  accountants in connection with statutory and
regulatory filings or engagements for those fiscal years were $22,500.

(2)     Audit-Related  Fees
        -------------------

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.

(3)     Tax  Fees
        ---------

The aggregate fees billed in each of the last two fiscal years for  professional
services rendered by the principal  accountants for tax compliance,  tax advise,
and tax planning was $1,500.




                                       14
<PAGE>

(4)     All  Other  Fees
        ----------------

During  the last two  fiscal  years  there  were no other  fees  charged  by the
principal accountants other than those disclosed in (1) and (2) above.

(5)     Audit  Committee's  Pre-approval  Policies
        ------------------------------------------

At the present time, there are not sufficient directors,  officers and employees
involved with Brampton Crest to make any pre-approval policies meaningful.  Once
Brampton  Crest  has  elected  more   directors  and  appointed   directors  and
non-directors  to the Audit  Committee  it will have  meetings and function in a
meaningful manner.

(6)     Audit  Hours  Incurred
        ----------------------

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




                                       15
<PAGE>


SIGNATURES

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

Brampton Crest International, Inc.

/S/ Robert Wineberg
-------------------------------
    Robert Wineberg
    (President)

Date: March 26, 2007


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


Date: March 26, 2007

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

Date: March 26, 2007




                                       16
<PAGE>

PART F/S.  FINANCIAL STATEMENTS.

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

Report of Independent Registered Public Accounting Firm                    F-1

Financial Statements:

Balance Sheets as of December 31, 2006 and 2005                            F-2

Statements of Operations  for the years ended December 31, 2006            F-3
and 2005

Statements of Stockholders' Equity for the years ended                     F-4
December 31, 2006 and 2005


Statements of Cash Flows for the years ended  December 31, 2006            F-5
and 2005

Notes to Financial Statements                                              F-6




                                       17
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheets of Brampton Crest International,
Inc. (F/K/A Hamilton-Biophile  Companies) ("the Company")as of December 31, 2006
and 2005,  and the related  statements of operations,  stockholders'  equity and
cash flows for each of the  two-years  in the period  ended  December  31, 2006.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Brampton Crest  International,
Inc. (F/K/A Hamilton-Biophile  Companies) ("the Company")as of December 31, 2006
and 2005,  and the related  statements of operations,  stockholders'  equity and
cash flows for each of the  two-years in the period  ended  December 31, 2006 in
conformity with accounting principles generally accepted in the United States of
America.





BERENFELD, SPRITZER, SHECHTER & SHEER


Fort Lauderdale, Florida
March 9, 2007


                                       F-1



<PAGE>


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

<TABLE>
<CAPTION>
                                                           December 31,   December 31,
                                                              2006           2005
                                                           -----------    -----------
<S>                                                        <C>            <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                $   864,676    $   930,911
  Inventory                                                      2,250          3,581
                                                           -----------    -----------
                                                               866,926        934,492
                                                           -----------    -----------
PROPERTY, PLANT AND EQUIPMENT
  Office Furniture                                                 834            834
  Accumulated Depreciation                                        (234)          (119)
                                                           -----------    -----------
                                                                   600            715
                                                           -----------    -----------


TOTAL ASSETS                                               $   867,526    $   935,207
                                                           ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable and Accrued Expenses                    $    22,868    $    15,139
                                                           -----------    -----------


CONTINGENCY


STOCKHOLDERS' EQUITY
  Common stock, $.001 par value; 200,000,000 shares             51,518         51,518
    authorized, 51,518,710 shares issued and outstanding
    at December 31, 2006 and 2005
  Additional paid-in capital                                 1,589,900      1,589,900
  Accumulated deficit                                         (796,760)      (721,350)
                                                           -----------    -----------

    Total stockholders' equity                                 844,658        920,068
                                                           -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $   867,526    $   935,207
                                                           ===========    ===========
</TABLE>

                                       F-2



<PAGE>


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


<TABLE>
<CAPTION>
                                                           Year Ended         Year Ended
                                                       December 31, 2006   December 31,2005
                                                       -----------------   ----------------
<S>                                                    <C>                 <C>
SALES                                                  $           4,555   $          2,645
COST OF SALES                                                      1,581              1,221
                                                       -----------------   ----------------
  GROSS PROFIT                                                     2,974              1,424

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                                        121,429            256,105
                                                       -----------------   ----------------

LOSS FROM OPERATIONS                                            (118,455)          (254,681)
                                                       -----------------   ----------------

OTHER INCOME (EXPENSES)
   Loss on impairment of inventory                                (9,910)
   Interest and dividend income                                   43,045             25,747
                                                       -----------------   ----------------
    TOTAL OTHER INCOME (EXPENSES)                                 43,045
                                                                                     15,837
                                                       -----------------   ----------------
LOSS BEFORE REORGANIZATION ITEMS AND
  INCOME TAXES                                                   (75,410)          (238,844)


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

NET LOSS                                               $         (75,410)  $       (238,844)
                                                       =================   ================


LOSS PER SHARE -
  BASIC AND DILUTED                                    $           --      $          --
                                                       =================   ================

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED
                                                              51,518,710         51,470,264
                                                       =================   ================
</TABLE>


                                       F-3



<PAGE>




                       BRAMPTON CREST INTERNATIONAL, INC.
                      (F/K/A/ HAMILTON-BIOPHILE COMPANIES)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years ended December 31, 2005 and 2006


<TABLE>
<CAPTION>
                                                               Additional                  Stockholder's
                                                                 Paid-in      Accumulated     Equity
                                       Common Stock  Total       Capital        Deficit
                               ------------   -------------    -----------   ------------  -------------
                                    Shares           Amount
                               ------------    ------------
<S>                            <C>             <C>             <C>           <C>           <C>
BALANCE, DECEMBER 31, 2004       49,752,648         $49,752    $ 1,241,766   $   (482,506) $     809,012

Issuance of common stock
For contingency reserve for
Settlement in litigation            100,000             100         99,900             --        100,000

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

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

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

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

Net loss for the year ended
    December 31, 2006                    --              --             --        (75,410)       (75,410)
                               ------------    ------------    -----------   ------------  -------------

BALANCE, DECEMBER 31, 2006       51,518,710    $     51,518    $ 1,589,900       (796,760)       844,658

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


                                       F-4


<PAGE>

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

<TABLE>
<CAPTION>
                                                               Year                   Year
                                                               Ended                  Ended
                                                         December 31, 2006      December 31, 2005
                                                         ------------------    ------------------
<S>                                                      <C>                   <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net loss                                               $         (75,410)    $         (238,844)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                                     115                    119

      Loss on write-off of inventory                                  --                   19,910

      Changes in operating assets and liabilities:
      (Increase) decrease in:
        Inventory                                                    1,331                (13,491)
        Prepaid and other current assets                              --                   15,000
      Increase (decrease) in:
        Accounts payable and accrued expenses                        7,729                 (4,159)
                                                         ------------------    ------------------
NET CASH USED IN OPERATING ACTIVITIES                              (66,235)              (221,465)
                                                         ------------------    ------------------
CASH FLOWS FROM INVESTING
  ACTIVITIES:


    Purchases of Fixed Assets                                         --                     (834)
                                                         ------------------    ------------------

NET CASH USED IN INVESTING ACTIVITIES                                 --                     (834)
                                                         ------------------    ------------------

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

NET CASH PROVIDED BY FINANCING ACTIVITIES                             --                  249,900
                                                         ------------------    ------------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                 (66,235)                27,601

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD                       930,911                903,310
                                                         ------------------    ------------------

CASH & CASH EQUIVALENTS, END OF PERIOD                   $         864,676     $          930,911
                                                         =================     ==================

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES


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


                                       F-5


<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND
         CAPITALIZATION

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

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

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

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

      During 2004, in  accordance  with the Plan of  Reorganization  and through
      Fresh  Start  Accounting  the  Company  cancelled   12,851,000  shares  of
      preferred stock. The prior conversion features of the preferred stock were
      revised during the bankruptcy proceedings (See Note 4).

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

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

      BUSINESS

      The  Company  was  originally  engaged  in the  sale and  distribution  of
      consumer personal care products and professional laser hair removal. Prior
      to the bankruptcy  filing,  the Company had already lost substantially all
      of its assets to a creditor  and  business  activities  were  reduced to a
      minimum.  Following the bankruptcy and through December 31, 2006, business
      activities were still kept at a minimum.

      USE OF ESTIMATES

      The  preparation  of financial  statements in conformity  with  accounting
      principles  generally  accepted in the United  States of America  requires
      management  to make  estimates  and  assumptions  that affect the reported
      amounts of assets and liabilities and disclosures of contingent assets and
      liabilities  at the  date of the  financial  statements  and the  reported
      amount of revenues and expenses during the reported period. Actual results
      could differ from those estimates.

      CASH AND CASH EQUIVALENTS

      The Company considers all highly liquid  investments with an original term
      of  three  months  or less to be cash  equivalents.  Cash  equivalents  at
      December  31,  2006  and 2005  were  approximately$865,000  and  $930,000,
      respectively.

      CONCENTRATION OF CREDIT RISK

      Financial   instruments   that   potentially   subject   the   Company  to
      concentrations  of credit risk consist  principally  of cash.  The Company
      maintains cash balances at two financial institutions, one of which is not
      insured by the Federal Deposit Insurance  Corporation  ("FDIC").  The FDIC
      insured  institution  insures  up to  $100,000  on account  balances.  The
      amounts that are not insured by FDIC  limitations  are held in  short-term
      securities.  As of December 31, 2006 and 2005 were approximately  $850,000
      and $933,000,  respectively. The company has not experienced any losses in
      such accounts.

                                       F-6


<PAGE>

      ACCOUNTS RECEIVABLE

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

      INVENTORY

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

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

      The Company reviews  long-lived  assets for impairment  whenever events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be  recoverable.  Recoverability  of  assets  to be held  and  used is
      measured  by a  comparison  of the  carrying  amount of an asset to future
      undiscounted  cash flows  expected to be generated  by the asset.  If such
      assets are  considered to be impaired,  the impairment to be recognized is
      measured by the amount by which the carrying  amount of the assets exceeds
      the fair value.  Assets to be disposed of are reported at the lower of the
      carrying  amount or fair  value  less  costs to sell.  There were no asset
      impairments during the years ended December 31, 2006 and 2005.

      REVENUE RECOGNITION

      The Company  recognizes  revenues when a sales agreement has been executed
      and delivery has occurred, and collectibility of the fixed or determinable
      sales price is reasonably assured.

      PROPERTY AND EQUIPMENT

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

      FAIR VALUE OF FINANCIAL INSTRUMENTS

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

      INCOME TAXES

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

      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.

                                       F-7


<PAGE>

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


                                  Year Ended   Year Ended
                                  December 31, December 31,
                                     2006         2005
                                  ----------   ----------
                       Warrants   50,100,000   50,145,000
                                  ----------   ----------
                       Total      50,100,000   50,145,000
                                  ==========   ==========

      NOTE 2-RECENT ACCOUNTING PRONOUNCEMENTS

      On January 1, 2006,  the Company  adopted SFAS No. 123R,  "Accounting  for
      Stock-Based  Compensation".  This statement is a revision to SFAS No. 123,
      "Accounting for Stock-Based  Compensation"  and supersedes APB Opinion No.
      25,  "Accounting for Stock Issued to Employees." This statement requires a
      public  entity  to  measure  the cost of  employee  services  received  in
      exchange for an award of equity  instruments  based on the grant-date fair
      value of the award (with limited exceptions). That cost will be recognized
      over the period  during which an employee is required to provide  service,
      the requisite service period (usually the vesting period).  The grant-date
      fair value of employee  share  options and  similar  instruments  has been
      estimated using option-pricing models.

      In addition,  a public  entity is required to measure the cost of employee
      services received in exchange for an award of liability  instruments based
      on its  current  fair  value.  The  fair  value  of that  award  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.

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


      In May 2005,  the FASB issued SFAS No. 154,  Accounting  Changes and Error
      Corrections,  which was adopted  effective January 1, 2006. This statement
      addresses the  retrospective  application of such changes and  corrections
      and will be followed if and when necessary.  Adoption of this standard did
      not  have a  material  impact  on  the  Company's  consolidated  financial
      statements.


      In February  2006,  the FASB issued SFAS No. 155,  Accounting  for Certain
      Hybrid  Financial  Instruments,  or SFAS 155,  which will be effective for
      fiscal years that begin after  December 15, 2006.  This  statement  amends
      SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities
      , to narrow  the scope  exception  for  interest-only  and  principal-only
      strips on debt instruments to include only such strips representing rights
      to receive a specified  portion of the  contractual  interest or principal
      cash  flows.   SFAS  155  also   amends  SFAS  140  to  allow   qualifying
      special-purpose entities to hold a passive derivative financial instrument
      pertaining to beneficial  interests that itself is a derivative  financial
      instrument. The Company does not anticipate adoption of this standard will
      have a material impact on its consolidated financial statements.


                                       F-8


<PAGE>


      Recent accounting pronouncements (continued)

      In March 2006, the FASB issued SFAS No. 156,  "Accounting for Servicing of
      Financial Assets,  an amendment of FASB Statement No. 140,  Accounting for
      Transfers  and  Servicing  of  Financial  Assets  and  Extinguishments  of
      Liabilities".  This statement requires all separately recognized servicing
      assets and servicing  liabilities be initially  measured at fair value, if
      practicable,  and permits for  subsequent  measurement  using  either fair
      value  measurement with changes in fair value reflected in earnings or the
      amortization  and  impairment  requirements  of  Statement  No.  140.  The
      subsequent  measurement  of  separately  recognized  servicing  assets and
      servicing  liabilities at fair value eliminates the necessity for entities
      that  manage  the  risks  inherent  in  servicing   assets  and  servicing
      liabilities with derivatives to qualify for hedge accounting treatment and
      eliminates the  characterization  of declines in fair value as impairments
      or direct  write-downs.  SFAS No. 156 is effective  for an entity's  first
      fiscal year  beginning  after  September  15,  2006.  The adoption of this
      statement is not expected to have a  significant  effect on the  Company's
      future reported financial position or results of operations.

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

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

      In  September  2006,  the SEC issued  Staff  Accounting  Bulletin No. 108,
      Considering  the  Effects of Prior  Year  Misstatements  when  quantifying
      Misstatements  in Current Year Financial  Statements  ("SAB 108"). SAB 108
      requires  companies to evaluate the  materiality of identified  unadjusted
      errors  on  each  financial  statement  and  related  financial  statement
      disclosure using both the rollover approach and the iron curtain approach,
      as those terms are defined in SAB 108.  The rollover  approach  quantifies
      misstatements  based  on the  amount  of the  error  in the  current  year
      financial   statement,   whereas  the  iron  curtain  approach  quantifies
      misstatements based on the effects of correcting the misstatement existing
      in the balance sheet at the end of the current year,  irrespective  of the
      misstatement's  year(s)  of origin.  Financial  statements  would  require
      adjustment when either approach results in quantifying a misstatement that
      is material.  Correcting  prior year  financial  statements for immaterial
      errors  would not require  previously  filed  reports to be amended.  If a
      Company  determines that an adjustment to prior year financial  statements
      is  required  upon  adoption  of SAB 108 and does not elect to restate its
      previous  financial  statements,  then it must  recognize  the  cumulative
      effect  of  applying  SAB 108 in fiscal  2006  beginning  balances  of the
      affected  assets and liabilities  with a  corresponding  adjustment to the
      fiscal 2006 opening balance in retained earnings. SAB 108 is effective for
      interim  periods of the first fiscal year ending after  November 15, 2006.
      The Company  believes  the  adoption of SAB 108 will not have an impact on
      it's consolidated financial statements.

                                       F-9

<PAGE>


      In September 2006, the FASB issued SFAS No. 158, Employers' Accounting for
      Defined Benefit Pension and Other  Postretirement  Plans - an amendment of
      FASB  Statements  No. 87, 88,  106 and 132(R) . SFAS No. 158  requires  an
      employer to recognize the  overfunded or  underfunded  status of a defined
      benefit  postretirement  plan as an asset or liability in its statement of
      financial  position and recognize changes in the funded status in the year
      in  which  the  changes  occur.  The  statement  also  requires  actuarial
      valuations to be performed as of the balance sheet date. The balance sheet
      recognition  provisions  of SFAS No. 158 were  effective  for fiscal years
      ending  after  December  15,  2006.  The  valuation  date  provisions  are
      effective  for fiscal years ending  after  December 15, 2007.  The Company
      believes the adoption of this statement will not have a material effect on
      its financial statements.

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

      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  financial
      statements upon adoption.

      Reclassifications

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

NOTE 3 - BANKRUPTCY PROCEEDINGS AND FRESH START ACCOUNTING

      BANKRUPTCY PROCEEDINGS

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

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

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

      NOTE 4 -INCOME TAXES

      As of  December  31,  2006 and 2005 the  Company had Federal and state net
      operating losses of approximately $797,000 and $720,000,  that are subject
      to limitations. The losses are available to offset future income.

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


                                      F-10

<PAGE>


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


                                         December 31,         December 31,
                                             2006                 2005
                                         ------------         ------------

       Deferred tax asset due
        net operating losses             $    314,000         $   277,000
       Less: Valuation
        allowance                            (314,000)         (277,000)
                                         ------------         ------------

       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.

      The effective tax rates for the years ended December 31, 2006 and December
      31, 2005 are as follows:

                                  December 31,       December 31,
                                      2006              2005
                                  ------------       -----------

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

      As of December 31, 2006 the Company had U.S. and state net operating  loss
      carryforwards  which may be applied to future  taxable  income of $797,000
      subject to the ownership  change  restrictions  described  above.  The net
      operating loss carryfowards will expire in various years through 2023:

      NOTE 5 -RELATED PARTY TRANSACTION

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

      NOTE 6 -OTHER MATTERS

      STOCK PURCHASE AGREEMENT

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

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

                                      F-11

<PAGE>


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

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

      NOTE 7  -COMMON STOCK

      PRIVATE PLACEMENT OFFERING

      On November 1, 2004 the Company entered into a private placement agreement
      which was completed  during  December  2004,  when all  restrictions  were
      lifted and the funds were released from escrow. The Company sold 8,334,000
      units  for  $.15  per unit for a total  price  of  $1,250,100.  Each  unit
      consists  of one share of  common  stock and a  warrant  to  purchase  one
      additional share of common stock a $.001 per share. The warrants expire in
      December  2007.  The warrants  were valued,  utilizing  the  Black-Scholes
      option pricing model.  Accordingly,  the total proceeds of $1,250,100 were
      allocated  to the  common  stock  (allocated  $626,948)  and the  warrants
      (allocated  $623,152)  on a  prorata  basis.  The  allocated  value of the
      warrants has been recorded as additional paid-in-capital.

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

      STOCK WARRANTS

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

                                                          Weighted
                                                          Average
                                           Warrants        Price
                                         ------------   ------------
      Beginning Balance, 1/1/05            48,479,000   $       .001
      Warrants granted (May 2005)           1,666,000           .001
                                         ------------   ------------
      Balance, 12/31/05                    50,145,000   $       .001
                                         ------------   ------------
       Activity from
       1/1/06 to 12/31/06
       Warrants expired (March 2006)          (45,000)  $       .200
                                         ------------   ------------
      Balance, 12/31/06                    50,100,000   $       .001
                                         ============   ============


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

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


                                      F-12

<PAGE>

      CONSULTING AGREEMENT

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

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


                                      F-13