SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549









FORM
10-K


[x]
ANNUAL REPORT UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE
ACT OF 1934




For
the fiscal year ended December 31, 2008




[
] TRANSITION REPORT UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE
ACT OF 1934









BRAMPTON
CREST INTERNATIONAL, INC.


(Exact
name of registrant as specified in its charter)




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




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




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







12515 Orange Drive, Suite
814, Davie, FL 33330





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





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


None





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





Common
Stock, $0.001 par value per share


(Title
of Class)




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




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




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o




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




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


Large accelerated filer
      o
              
              Accelerated filer oNon-accelerated filer
      o
              
              Small
      Business Issuer x




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




The
aggregate market value of voting stock held by non-affiliates of the registrant
on December 31, 2008 was approximately $13,311,000. Solely for purposes of the foregoing
calculation, all of the registrant’s directors and officers as of December 31,
2008, are deemed to be affiliates. This determination of affiliate status for
this purpose does not reflect a determination that any persons are affiliates
for any other purposes.




State the
number of shares outstanding of each of the issuer’s classes of equity
securities, as of the latest practicable date: As at March 30, 2009, there
were  222,054,881shares of Common Stock, $0.001 par value per share issued and
outstanding .




Documents
Incorporated By Reference


None







Brampton
Crest International, Inc.


FORM
10-K ANNUAL REPORT


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008


TABLE
OF CONTENTS


PART IITEM 1.
              
              BUSINESS
              
              6ITEM 1A.
              
              RISK
      FACTORS
              
              23ITEM 1B.
              
              UNRESOLVED
      STAFF COMMENTS
              
              23ITEM 2.
              
              PROPERTIES
              
              29ITEM 3.
              
              LEGAL
      PROCEEDINGS
              
              29ITEM 4.
              
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              29PART IIITEM 5.
              
              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
              
              30ITEM 6.
              
              SELECTED
      FINANCIAL DATA
              
              30ITEM 7.
              
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              
              31ITEM 7A.
              
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              
              32ITEM 8.
              
              CONSOLIDATED
      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
              
              35ITEM 9.
              
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              
              35ITEM 9A.
              
              CONTROLS
      AND PROCEDURES
              
              36ITEM 9B.
              
              OTHER
      INFORMATION
              
              36PART IIIITEM 10.
              
              DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
              
              37ITEM 11.
              
              EXECUTIVE
      COMPENSATION
              
              40ITEM 12.
              
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
              
              41ITEM 13.
              
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
              
              45ITEM 14.
              
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              
              46PART IVITEM 15.
              
              EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
              
              48SIGNATURES
              
              49CERTIFICATIONSExhibit
      31 – Management certification
              
              73Exhibit
      32 – Sarbanes-Oxley Act
              
              75









Forward
Looking Statements — Cautionary Language




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


5




PART
I




ITEM 1.
DESCRIPTION OF BUSINESS.





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





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





Corporate
History





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





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





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





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




6





Laurentian
obtained a license as a mortgage lender and is now able to begin to implement
its marketing plan.





On
September 11, 2007 Laurentian entered into a promissory note and loaned $200,000
to America’s Emergency Network, LLC (AEN). The note was due the earliest of
September 25, 2008 or when AEN entered into a private placement of at least
$1,000,000. The loan carried an annual interest rate of 12% and was to be used
for operating expenses excluding officer salaries and distributions. The loan
was collateralized by the assets of AEN . On March 24, 2008 the Company
consummated the private placement subsequent to the acquisition of AEN, LLC. The
private placement is described below.





On March
19, 2008, the Company, America’s Emergency Network, LLC, a Florida limited
liability company, Bryan Norcross, in his capacity as a member and
representative of the members of America’s Emergency Network, LLC, Max Mayfield,
a member of America’s Emergency Network, LLC, Matthew Straeb, a member of the
America’s Emergency Network, LLC, Robert Adams, a member of America’s Emergency
Network, LLC, and Brampton Acquisition Subsidiary Corp., a Florida corporation
and a wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger whereby America’s Emergency Network, LLC was merged into the Company
such that America’s Emergency Network, as a Florida corporation, shall continue
as a wholly owned subsidiary corporation of the Company. Pursuant to the terms
and conditions of the Merger Agreement, the members of America’s Emergency
Network, LLC received an aggregate of 100,000,000 shares of Company Common
Stock.





General
Overview





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





The
Company phased out its former operations (consisting of the marketing and sale
of consumer personal care products) during the second quarter of
2008.  Prior to that, revenue for the cosmetics and non-prescription
dermatology products was generated through the use of one independent sales
consultant, who covered Florida. The consultant has been terminated and, as
sales were continuously lackluster, the Company has completely re-focused its
energies and resources into the development of the businesses of its two
operating subsidiary corporations, Laurentian and America’s Emergency Network
(AEN).





1.0
AEN Business Summary





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




7





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





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





With AEN,
for the first time emergency managers will have direct, always-on satellite
connections to the media and the public.  With AEN, broadcast
television stations, online newspapers, cellular carriers and other key media
partners will have the ability to receive live video feeds of news briefings
from government agencies – as they occur – without the need to deploy
reporters, camera crews, or satellite equipment.  The general public
will receive the same briefings via the internet and, eventually, on dedicated
cable, satellite, and broadcast television channels
(AEN-TV).  Additionally, the same distribution backbone will be used
to develop a for-profit, parallel system to distribute video feeds from
non-governmental organizations (such as universities and health-care
organizations) and for private businesses.




8





Beta
deployments of the AEN Network already are installed and operating in ten (10)
Florida governmental agencies, and additional installations are scheduled
to be completed prior to the end of Q2 of 2009.  During Tropical Storm
Fay and Hurricanes Gustav, Hanna and Ike in 2008, governmental emergency
management personnel successfully used AEN to broadcast live briefings from the
governor of Florida and other public officials.  These broadcasts
included storm forecasts, evacuation plans, school closings, shelter locations
and other critical information.  Important localized information was
carried live by the South Florida Sun-Sentinel (www.sunsentinel.com),
the Florida Times-Union (www.jacksonville.com),
the Miami Herald (www.miamiherald.com),
and the Fort Myers News-Press (www.news-press.com). Though neither AEN nor any
of these news sites actively promoted or advertised AEN’s feeds to the public
outside of the websites, the information nonetheless was widely
viewed.   Initial feedback throughout the beta program has been
very positive from our governmental and media partners, and we have received
several inquiries from additional governmental agencies, media outlets, and
private companies interested in utilizing our service – both in and out of
Florida.  The process of transitioning from beta/pilot
testing into full production mode is underway and is expected to lead to
enhanced revenue streams.





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





Management
is aware that recent worldwide economic events have created substantial
uncertainty in both the size and administration of governmental
budgets.  In spite of the favorable response to our beta program, our
projected rate of revenue growth has been adversely affected by the current
economic environment which is negatively affecting tax revenues in many
jurisdictions.   However, our management believes that overall
future anticipated demand for our services will continue to be
robust.  Due to the recent budgetary changes, the Company is working
with governmental entities whose budgets have been affected to identify and
acquire additional sources of funding, as necessary, to install and maintain the
AEN system.  In addition, the Management is pursuing other sales
opportunities with entities whose budgets have not been affected as well as
business opportunities outside the government sector





The
Company is discussing sales partnerships with key partners in multiple sales
verticals.  While still pursuing government contracts with a goal of
tapping into federal funds allocated to emergency communications and
communications infrastructure, in Q4 of 2008 the Company began to deploy
significant resources to sales opportunities and markets that can make decisions
more quickly and are especially attracted to AEN’s technology as a lower-cost
alternative to their existing communications infrastructure.  In
addition, AEN’s satellite backbone can carry relatively high-bandwidth video
streams from locations that previously were confined to low-quality
connections.





However,
while an increased number of business opportunities are present, the Company is
aware that less-than-projected revenue in first and second quarter of fiscal
2009 will mean that additional capitalization will be required in 2009 and is
considering its options.  In addition, monthly expenditures for
part-time personnel will be decreased during the period of sales
development.  It is expected, however, that staffing will increase
again when sales are generated and revenue increases.




9





During
the quarter ended September 30, 2008, AEN was nominated for ITFlorida’s
Government Technology Leadership award, and ultimately was awarded first place
during a ceremony on October 6, 2008.  AEN was presented the first place
prize during a ceremony that included recognition from several prominent
governmental figures, including an administrator for the Small Business
Association and Senator Bill Nelson. ITFlorida is a state umbrella organization
comprised of public and private technology leaders and includes advocates for
sound public policy to the Governor, the Legislature and Enterprise Florida
on issues and initiatives.





In
addition to the continued development of its network to adapt to a larger
variety of customer requirements and configurations, and the successful conduct
of its beta period, significant progress also was achieved in other areas during
2008, both strategically and operationally.





AEN
signed a strategic agreement with Peacock Productions, a division of NBC News,
which in turn is a division of NBC Universal, Inc., pursuant to which AEN is to
provide to Peacock its expertise and experience on engineering and
meteorological issues.  In return, AEN is provided with a revenue
stream and an opportunity to actively explore new potential uses and deployments
of the AEN network with industry leading, world-class brands including the
Weather Channel. The agreement, which commenced on July 21, 2008 and continues
through April 30, 2009, contemplates close and regular interaction between AEN,
NBCU, and the Weather Channel, and stipulates that AEN will provide advice with
respect to matters such as growth opportunities in programming and technology.
In addition, the agreement explicitly acknowledges the parties’ intent to enter
into good faith negotiations concerning the possible integration of AEN
technology into the NBC and/or its affiliated companies, though neither party is
under any firm commitment to do so.





From an
operational perspective, during the quarter ended December 31, 2008, AEN
transitioned to a new office space which will house its headquarters through
December 1, 2009.   The new space is both cost-effective and
operationally conducive to the Company’s planned growth and expansion.
 Located in Miami, Florida, the new lease replaced the Company’s
previous arrangement pursuant to which it shared office space with an unrelated,
third-party law firm.





In
addition, during the quarter ended September 30, 2008 AEN made two strategic
hires, adding over 40 years of additional experience to AEN’s management
team.  The new hires each bring a significant amount of experience in
scaling growth oriented companies, generally, and in the creation, development,
licensing, distribution and protection of digital content,
specifically.  With these additions to the management team, AEN
founders Bryan Norcross and Max Mayfield will be able to more effectively
delegate day-to-day managerial responsibilities and focus on matters more
directly related to the expansion of the Company’s business and the achievement
of the Company’s strategic goals and vision. Subject to resource availability
and general business conditions, AEN plans on continuing to build its team as it
works toward emerging from a developmental stage beta to a revenue-generating
platform, particularly in the areas of sales, marketing and engineering, with a
focus on content acquisition and content distribution.




10





As
previously noted, the Company phased out its former operations (consisting of
the marketing and sale of consumer personal care products) during the second
quarter of 2008.  The Company has completely re-focused its energies
and resources into the development of the businesses of its two operating
subsidiary corporations, Laurentian and AEN.





1.1           Mission
Statement





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





1.2           Background of the United
States Emergency Communications System





Since the
terrorist attacks of Sept. 11, 2001, the topic of inoperable and ineffective
“emergency communications” has been heavily discussed and actively legislated in
Washington, D.C.  Hurricane Katrina further highlighted systemic gaps
in the communication system, and served as a stark reminder of the public safety
hazards caused by ineffective and incomplete communications. Many of the
communications lapses during Hurricane Katrina – particularly with respect to
post-disaster information – paralleled the issues Norcross and Mayfield
personally experienced during Hurricane Andrew in 1992.





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





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




11





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





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





1.3           Markets





The
Company expects there to be two distinct markets for its products: government
emergency communications and live video distribution for private companies and
other entities.  Emergency news briefings are being marketed under the
brand “America’s Emergency Network”.  We plan to market live
video-distribution services under the brand “AEN Live”.





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




12





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





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





The AEN
network and underlying technology has numerous applications outside of
government space.  The Company intends to market a line of
video-streaming products and configurations to meet the video-distribution needs
broadcasters and networks, schools and universities, healthcare facilities,
churches and other private entities under the “AEN Live” label.  The
AEN network combining terrestrial internet and satellite connections, which the
company has designed and built over the past year, is flexible enough to be used
for many applications and in many arenas.  AEN was the first company
to utilize a new Hughes Network Systems satellite  which provides
features and capabilities that complement the Company’s products and
goals.  At this time, AEN is still the only video-streaming network
built around this satellite.  The Company believes that the
development process required for another company to build a similar network
gives it a unique position in the marketplace.





2.0           General
Company Description





2.1           Company
Ownership





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




13




2.2           Company
Services





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





Video
feeds are distributed to multiple websites.  On media sites (owned by
newspapers, television stations, etc.), the public is able to view the live news
briefings free of charge.  AEN will also host password-protected Web
pages for the government agencies so they can conduct briefings for a closed set
of people – politicians, other agencies, and/or selected members of the media,
for example.  In addition, the video feeds will be recorded so they
can be viewed after the news conferences have concluded.  Members of
the public will have access to the full set of emergency information for their
area (free, for a reasonable time after the event) even if they miss the live
coverage.





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





An
agency’s AEN feeds will be controlled by an easy-to-use switch control
box.  Administrators use a secure login to edit the text that
accompanies their video on web pages.  Each subscribing governmental
entity, big and small, will be able to feed its emergency briefings to
local-media websites for distribution to the public.  For private
distribution, each agency will have its own secure emergency Web page on the AEN
system, a site where designated media and other agencies can see live news
briefings and send in questions (if the service is enabled).





The video
feeds and text bulletins are distributed for free to the public on the internet
via media websites.  Access to “premium” content (such as
broadcast-resolution video streams – whether live, recently recorded, and/or
archived) will be sold on a subscription basis to television outlets and other
entities.





Additional
revenue will be generated by leveraging AEN’s technology and distribution
backbone for private business.  A parallel system using the same,
robust communications technology is being developed for non-governmental
organizations and private companies.  Universities, for example, would
benefit by having an emergency Web page and notification system in case of a
rare, but not impossible, event that would require immediate distribution of
detailed instructions to students, faculty, parents and the
media.  Health-care facilities – notably nursing homes and
assisted-care centers – also would be obvious beneficiaries of the ability to
communicate with the outside world (notably the relatives of residents) when
traditional communications systems are non-functional.  Broadcasters
and networks have a need for a less expensive system for gathering video feeds
and for providing “backhaul” video to reporters at remote
locations.  Many private businesses and other entities would benefit
from being able to distribute video of a special briefing or event to media
outlets for broadcast.  The AEN infrastructure can fill many of these
needs.




14





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





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





Commencing
in 2007, the Company pursued the goals of Phase 1, with the intent to complete
that phase at the end of 2008. However, as a direct result of the combination
of: the March 2008 merger transaction with Brampton Crest International, Inc.
(pursuant to which AEN became a wholly-owned subsidiary of a publicly reporting
entity1); prudent product development decisions, which
enabled rapid deployment2; and requests from beta-test clients to use
the system for real-world public distribution of their news briefings, the
Company’s operational evolution accelerated, which increased the need for
capital.  Phase I is expected to be completed by the second quarter of
fiscal 2009.





As a
result of series of innovative decisions, a working demonstration system was
constructed at the AEN headquarters in Miami in early 2008, which lead to an
earlier-than-envisioned deployment of the system in the field. The video
capabilities of the system were successfully demonstrated in early June 2008
during the annual Florida Hurricane Exercise, when news briefings were sent from
the state emergency operations center in Tallahassee to emergency managers
around Florida and in Washington, DC, New York newsrooms, and other
locations.  In addition, video feeds from local offices were received
at the state center, demonstrating a capability not previously available;
namely, to see news briefings being held at county emergency centers in real
time.   Key emergency personnel of all levels took note of the
clear benefits afforded by the AEN network.







1 Funds
raised by AEN’s parent (Brampton Crest International, Inc.) have not been
invested exclusively in the development and operation of AEN; rather, a portion
of the proceeds have necessarily been spent on legal, accounting, insurance, and
other costs relating to costs of regulatory compliance and the operation of
the  public entity.
 2 For
example, instead of developing the technological backbone of the AEN system
in-house, existing systems were identified that could be reconfigured to handle
the tasks needed to meet the company’s goals. (For a more detailed discussion of
important strategic relationships, see Section 4.3 “Strategic
Alliances.”)




15





The
success of this initial demonstration created a wave of interest from several
Florida governmental agencies, leading to a rapid deployment of more beta
installations. Currently, AEN systems are installed in Brevard County, Broward
County, Duval County, Flagler County, the Florida Division of Emergency
Management (in Tallahassee), Miami-Dade County, Putnam County, Volusia County,
and the town of Islamorada in the Florida Keys. The National Hurricane Center is
the next scheduled installation site.





2.4           Company Locations and
Facilities





The
Company is currently headquartered in Miami, Florida pursuant to a lease (with
economically favorable terms) which runs through December 1,
2009.  However, the existence of numerous corporate relationships,
back up facilities, and remote operations capabilities will frequently
necessitate key personnel to be located elsewhere. In addition, AEN production
servers (i.e. the
servers that distribute AEN’s video streams) are located at the Hughes Network
Systems Network Operations Center in North Las Vegas, NV, a geographical area
featuring relatively little rainfall (which can affect satellite transmissions)
and with a low likelihood of being affected by hurricanes or other
disasters.  The center is staffed around the clock, 365 days a year
with experienced engineers and has immediate access to an extensive group of
field operations personnel.  The Company plans to begin the process of
designing a robust and secure network operations center during 2009, which will
be its base of operations in the future, perhaps with a strategic
partner.





3.0           Market
Analysis





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





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





a. Intra-government
communications systems




b. Public
emergency alert dissemination
systems




c. Public
emergency information
dissemination systems





3.1           Intra-Government
Communications Systems





First
responders need to be able to talk to each other – firemen to policemen, for
example. Or, when a natural disaster knocks out traditional communications
links, FEMA needs to be able to reach local officials. Numerous government
initiatives are underway to link the various disaster-response agencies, and
this type of agency-to-agency communication is not AEN’s focus. However, AEN
provides emergency managers with a mechanism to distribute their briefings to
the media when traditional communications systems have failed. Widespread
dissemination of such emergency information and instructions can aid first
responders – and government operations in general – as well as the general
public.




16





3.2           Public Emergency Alert
Dissemination Systems





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





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





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





Alert FM
– a product of AEN’s strategic partner Global Security Systems, LLC – is aimed
at this short-form alerting part of the disaster-communications
problem.  The Alert FM system can distribute these “short-form”
emergency alerts, and can do so more quickly than mobile phone networks and
other dissemination systems.





3.
3           Public Emergency Information
Dissemination Systems





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





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




17





America’s
Emergency Network – on the internet and television – is designed to fill the
critical need to get information from responsible officials to the public during
an emergency.  Government cannot serve residents and businesses
without the means to communicate with them, and those means must be robust,
secure, and storm-resistant.  Without AEN, or a similar system (no
others have been proposed, to our knowledge), the communications gap will
continue.





In the
general video-distribution arena, the Company plans to aggressively market its
technology under the brand “AEN Live”.  The Company believes that its
first-to-market video-streaming distribution network will give it an advantage
over other companies that may come into the marketplace.  In addition,
the general economic climate is putting pressure on budgets in all industries
making the cost-saving aspect of AEN Live technology attractive.





4.0           Business
Strategies





4.1           Strategic
Overview





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





4.1.1         Operational
Strategy





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





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




18





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





AEN
centralizes access to critical, emergency information.  One system
will distribute and store the video news briefings from wherever they originate
– whether at the local, state or federal level.  AEN is designed to be
used by city and county-government officials to communicate with their local
media using the same infrastructure that feeds news briefings to the networks in
New York and Atlanta.  Consequently, reporters in the field will be
fed timely, accurate, official information that their newsrooms have received
via AEN.  Everybody will be on the same page with full access to any
information that emergency managers across the disaster zone are
dispensing.  With AEN, access to critical information is no longer
hampered by the resource limitations experienced by governmental agencies (the
creators of the emergency information) and the media (the traditional
distributors of emergency information).





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





4.1.2         Physical Infrastructure
Strategy





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





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




19





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





Not all
emergencies knock out communications, but even if the wires stay up, Americans
are more vulnerable without a dedicated emergency communications
system.  Most people don’t realize it, but if a tanker car overturns
and a neighborhood needs to be evacuated, there is no systemthat responsible
public officials can use to immediately communicate the exact boundaries,
evacuation routes, shelters and other critical details to the local media, and
thereby to the public.  The necessary organized, structured, direct
connection between government officials and the media (and therefore the public)
is missing. AEN will bridge that gap.





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





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





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





4.2           Business
Development





The
success of AEN’s government communications system depends on the cooperation and
support of the emergency management community.  Like C-SPAN, the
content on AEN will be unedited, government-generated
information.  But, unlike C-SPAN where, in general, the cameras are
simply showing events that would happen even if there was no coverage, the
convenience and reliability of the AEN communication system will enable
emergency managers to hold news briefings much more frequently than in the
past.  AEN’s management has decades of experience working with
emergency managers and is confident of the latter’s enthusiastic
participation.  Indeed, as previously noted, there was overall
positive response to our beta testing program.




20





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





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





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





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





In
addition to the government initiatives, the Company is developing products for
the private marketplace.  The products are similar to or based on the
government products, and have the same technological base.  In many
cases the same IP network, which was especially designed for video distribution,
will be utilized.  The private-enterprise products will be marketed
under the brand “AEN Live”.





4.3           Strategic
Alliances





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




21





Global Security Systems, LLC/Alert
FM.  A strategic alliance is in place with Global Security
Systems, LLC (GSS), the developer and marketer of Alert FM.  Alert FM
operates a personal alert and messaging system that allows emergency management
officials to create and send digital alerts and messages to recipients such as
first responders, school officials, businesses and individuals based on
geographic or organizational groupings.  Such alerts and messages
might include NOAA weather warnings, evacuation instructions, homeland security
notices, Amber Alerts, or school closings.  Alert FM messages can be
decoded from a standard FM radio signal by an FM receiver chip inserted into
mobile devices such as pagers, cell phones, home receivers, and
PDAs.





The
alliance between AEN and GSS/AlertFM provides a comprehensive
emergency-communications solution for government agencies and other
emergency-response entities.  AEN gathers the video feeds and
distributes them on the internet and television; GSS/Alert FM provides the
short-message alerting system for cell phones, pagers, and other
devices.  In addition, Alert FM’s technology also provides a platform
that, in the future, could allow iPods (or similar gadgets), DVD players, and
other heretofore unconnected devices to display emergency alerts at a very low
cost – literally pennies per unit.  This possibility further enhances
the value of the AEN/Alert FM relationship.





Hughes Network Systems,
LLC.  AEN has entered into a contract with Hughes Network
Systems, LLC (HNS) to, among other things, provide IP satellite
services.  Based outside of Washington, D.C., HNS is a
world-recognized developer of high-speed satellite internet services, and
developer of the SPACEWAY satellite.  AEN was the first customer on
Hughes’ new SPACEWAY3 satellite in June 2008.  This unique
state-of-the-art satellite provides a high-bandwidth channel from remote
locations to the AEN Central Database and television outlets.  For the
first time, broadcast-ready video can be inexpensively sent from any location
via an IP feed.  The broad based, strategic relationship with HNS
permits AEN to provide the benefits associated with the reliability of satellite
communication and transmission (which service operates even when
terrestrial  internet connections are down) and broadcast-ready feeds
at a lower price than was previously possible.





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





In the
near future, the Company intends to pursue additional strategic relationships
with important vendors, technology partners, and key
distributors.  For example, mutually-beneficial relationships are
under confidential consideration with parties who could directly benefit from
access to AEN’s feed.




22




Employees





The
Company’s team currently consists of seven (7) employees and several independent
contractors.  Each management hire has been carefully selected to
address immediate needs in particular functional areas, but also with
consideration of the Company’s future needs during a period of expected rapid
growth and expansion.  Value is placed not only on outstanding
credentials in specific areas of functional expertise, but also on
cross-functionality, collegiality, a strong knowledge of content acquisition and
distribution, along with hands-on experience in scaling operations from initial
beta and development stage through successful commercial
deployment.





Specifically,
the Company’s initial in-house team includes decades of combined experience in
website development, content licensing, the development of strategic
partnerships and relationships, and also significant experience in public
company operations, finance, and venture capital transactions. Given the highly
successful results (and increasing demand) associated with its beta testing, the
Company hired a Vice President of Sales and Marketing to oversee the post-beta
rollout of the Company’s government and private-industry products, anticipated,
but not guaranteed, to commence during the second quarter of 2009.





WHERE YOU CAN FIND MORE
INFORMATION





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




ITEM 1A
- Risk Factors





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




BECAUSE
WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM,
OUR INVESTORS MAY HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE NEGATIVE
VOLATILITY ON THE MARKET PRICE OF OUR STOCK.




Our
common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part
because it does not have a national quotation system by which potential
investors can follow the market price of shares except through information
received and generated by a limited number of broker-dealers that make markets
in particular stocks. There is a greater chance of volatility for securities
that trade on the OTCBB as compared to a national exchange or quotation system.
This volatility may be caused by a variety of factors, including the lack of
readily available price quotations, the absence of consistent administrative
supervision of bid and ask quotations, lower trading volume, and market
conditions. Investors in our common stock may experience high fluctuations in
the market price and volume of the trading market for our securities. These
fluctuations, when they occur, have a negative effect on the market price for
our securities. Accordingly, our stockholders may not be able to realize a fair
price from their shares when they determine to sell them or may have to hold
them for a substantial period of time until the market for our common stock
improves.




23




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




It may be
time consuming, difficult and costly for us to develop and implement the
additional internal controls, processes and reporting procedures required by the
Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal
auditing and other finance staff in order to develop and implement appropriate
additional internal controls, processes and reporting procedures. If we are
unable to comply with these requirements of the Sarbanes-Oxley Act, we may not
be able to obtain the independent accountant certifications that the
Sarbanes-Oxley Act requires of publicly traded companies.




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




Pursuant
to Section 404 of the Sarbanes-Oxley Act and current SEC regulations,
beginning with our annual report on Form 10-K for our fiscal period ending
December 31, 2007, we will be required to prepare assessments regarding
internal controls over financial reporting and beginning with our annual report
on Form 10-K for our fiscal period ending December 31, 2008, furnish a
report by our management on our internal control over financial reporting. We
have begun the process of documenting and testing our internal control
procedures in order to satisfy these requirements, which is likely to result in
increased general and administrative expenses and may shift management time and
attention from revenue-generating activities to compliance activities. While our
management is expending significant resources in an effort to complete this
important project, there can be no assurance that we will be able to achieve our
objective on a timely basis. There also can be no assurance that our auditors
will be able to issue an unqualified opinion on management’s assessment of the
effectiveness of our internal control over financial reporting. Failure to
achieve and maintain an effective internal control environment or complete our
Section 404 certifications could have a material adverse effect on our
stock price.




24




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




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




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







RISKS
RELATING TO OWNERSHIP OF OUR COMMON STOCK




Although
there is presently a market for our common stock, the price of our common stack
may be extremely volatile and investors may not be able to sell their shares at
or above their purchase price, or at all. We anticipate that the market may be
potentially highly volatile and may fluctuate substantially because
of:




·
              Actual
      or anticipated fluctuations in our future business and operating
      results;
 
 ·
              Changes
      in or failure to meet market
expectations;
 
 ·
              Fluctuations
      in stock market price and
volume






WE
DO NOT INTEND TO PAY DIVIDENDS




We do not
anticipate paying cash dividends on our common stock in the foreseeable future.
We may not have sufficient funds to legally pay dividends. Even if funds are
legally available to pay dividends, we may nevertheless decide in our sole
discretion not to pay dividends. The declaration, payment and amount of any
future dividends will be made at the discretion of the board of directors, and
will depend upon, among other things, the results of our operations, cash flows
and financial condition, operating and capital requirements, and other factors
our board of directors may consider relevant. There is no assurance that we will
pay any dividends in the future, and, if dividends are rapid, there is no
assurance with respect to the amount of any such dividend.




25




VOLATILITY
IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY
DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND
RESULTS OF OPERATIONS.




As
discussed in the preceding risk factors, the market for our common shares is
characterized by significant price volatility when compared to seasoned issuers,
and we expect that our share price will continue to be more volatile than a
seasoned issuer for the indefinite future. In the past, plaintiffs have often
initiated securities class action litigation against a company following periods
of volatility in the market price of its securities. We may in the future be the
target of similar litigation. Securities litigation could result in substantial
costs and liabilities and could divert management’s attention and
resources.




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




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




26




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




OUR
BUSINESS PLAN CALLS FOR EXTENSIVE AMOUNTS OF FUNDING AND WE MAY NOT BE ABLE TO
OBTAIN SUCH FUNDING WHICH COULD ADVERSELY AFFECT OUR BUSINESS, OPERATIONS, AND
FINANCIAL CONDITION.




We will
be relying on additional financing and funding. We are currently in discussions
with potential sources of financing but no definitive agreements are in place.
If we cannot achieve the requisite financing or complete the projects as
anticipated, this could adversely affect our business, the results of our
operations, prospects, and financial condition.





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





A
significant portion of our business plan relies upon our ability to successfully
charge licensing and other fees to governmental agencies for our
services.    The recent worldwide financial crisis, coupled with
dramatic reductions in state revenues due to reduced property values and the
economic downturn, creates substantial additional uncertainty in both the size
and administration of governmental budgets.  In turn, our business plan may
be adversely affected if governmental budgets are reduced, if any limitations or
restrictions are placed upon the acquisition of new products or services like
ours (such as a “freeze” on new products or services) or if expenditure
priorities are changed, particularly if budgets available for emergency
management services are reduced.    We believe that our services
provide a key benefit to emergency managers and the general public,  and
that we will ultimately be able to successfully market our services on a
widespread basis  but we have no control over general economic conditions
or the administration of public funds, so the actual timing of the rate of
adoption is subject to additional uncertainty.    Should such
uncertainties otherwise adversely affect the execution of our business plan, we
will make appropriate adjustments to our plan, generally, and/or to the
execution of our plan, specifically, in light of the then-available resources,
existing prospects, and rapidly changing conditions.   By way of
example, if our adoption rates in the governmental sector are significantly
reduced, we may elect to curtail the growth of our operations, divert more
resources toward the pursuit of private sector (rather than governmental)
enterprises, adjust the pricing or terms of our offerings, or any combination of
the foregoing.   In anticipation of the potential for a reduction in
the short-term revenue from our services, particularly from our governmental
prospects, we have already scaled back expenditures beyond previously planned
levels.




27





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




FORWARD-LOOKING
STATEMENTS




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




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




28




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




ITEM
1B.  UNRESOLVED STAFF COMMENTS





Not
applicable to small business issuers.





ITEM 2. DESCRIPTION OF
PROPERTY.





Our
executive and operations offices are located in Miami, Florida.
The  Company leases approximately 2,311 square feet of office space.
The Company pays rent on a monthly basis of $4,044 per month plus sales
taxes.  Also, the Company is responsible for an additional $963 per
month for operating cost pass-through.  Consequently, the total lease
payment is $5,007.  The lease expires on December 1,
2009.





ITEM 3. LEGAL
PROCEEDINGS.





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





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





The
Company submitted no matters to a vote of its security holders during the fiscal
year ended December 31, 2008.




29


PART II





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





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





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





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





Periods
            
            High
            
            
            LowFiscal
      Year 2008First
      Quarter (January – March 2008)
            
            $
            .31
            
            
            $
            .
      19Second
      Quarter (April – June 2008)
            
            $
            .
      30
            
            
            $
            .
      15Third
      Quarter (July – September 2008)
            
            $
            .26
            
            
            $
            .
      10Fourth
      Quarter (October – December 2008)
            
            $
            .15
            
            
            $
            .02Fiscal
      Year 2007First
      Quarter (January – March 2007)
            
            $
            .14
            
            
            $
            .
      14Second
      Quarter (April – June 2007)
            
            $
            .
      07
            
            
            $
            .
      07Third
      Quarter (July – September 2007)
            
            $
            .26
            
            
            $
            .21Fourth
      Quarter (October – December 2007)
            
            $
            .30
            
            
            $
            .28




On March
30, 2009, the closing bid price of our common stock
was  $.03





Dividends





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





Transfer
Agent





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




30





Recent
sales of unregistered securities




Stock
      issued
              
              
              
              
              
              Conversion
      ofYears
      Ended
              
              for
      Cash
              
              
              Cash
      Received
              
              
              WarrantsDecember
      31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -December
      31, 2008
              
              
              70,336,171
              
              
              $
              2,439,499
              
              
              
              50,300,000




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




ITEM
6.  SELECTED FINANCIAL DATA.





Not
required for smaller reporting Companies





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





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




31





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





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





RESULTS
OF OPERATIONS





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





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





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





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





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





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





As part
of the acquisition of AEN the Company had $3,415,747 of Goodwill as a result of
the purchase paid for AEN and the Company being responsible for additional more
liabilities than assets as part of the acquisition. As a result of the Goodwill
and AEN losses for 2008 and projected cash flow for 2009 and 2010 the Company
recorded
an impairment loss in an amount equal to the entire goodwill amount in
2008. The impairment loss is a result of the Company’s annual impairment
testing at December 31, 2008 it performs on its intangible assets. See the
footnote to the financial statements for further explanation of goodwill
impairment.




32




As a
result of the above the net loss increased from a of $250,461 for the year
ended December 31, 2007 to $4,451,644 for the year ended December 31, 2008 due
to the above analysis of Income and Expenses.





Current
Assets





Cash  increased  from
$381,479 on December 31, 2007 to $1,400,058 on December 31, 2008, primarily
as a result of private placements previously discussed and noted below in
liquidity and capital resources.





Liabilities





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





Liquidity and Capital
Resources





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




On March
24, 2008, the Company accepted subscriptions for  10,000,000 shares of
common stock, at a price of $.10 per share, resulting in gross proceeds
of  $1,000,000.  After legal costs and commissions the net
proceeds to the Company were approximately $914,000.  No other
warrants or options are associated with the stock purchase.  The
common stock issued to U.S. investors was sold based on an exemption from
registration pursuant to Section 4(2) and Rule 506 of the Securities Act of 1933
and the common stock issued to non-U.S. investors was sold based on an exemption
from registration pursuant to Regulation S  of the Securities Act of
1933.





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





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





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




33





Critical
Accounting Policies





Accounting Policies and
Estimates





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




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





Revenue
Recognition





Revenue
from product sales is recognized upon shipment to customers at which time such
customers are invoiced.  Units are shipped under the terms of FOB
shipping point when determination is made that collectibility is
probable.  Revenues for services are recognized upon completion of the
services.  For consulting services and other fee-for-service
arrangements, revenue is recognized upon completion of the
services.  The Company follows the guidance contained in the
Securities and Exchange Commission’s Staff Accounting Bulletin (SAB) No. 104,
which provides guidance on the recognition, presentation and disclosure of
revenue in financial statements.





Stock Based
Compensation




ITEM 7A.QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





Not
applicable to smaller reporting Companies




34




ITEM
8.  FINANCIAL STATEMENTS


The
unaudited financial statements of the Company required pursuant to this Item 8
are included in the Annual Report on form 10-K, as a separate section commencing
on page F-1 and are incorporated herein by reference.





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




We have
no changes or disagreements with our auditors.




ITEM
9A. CONTROLS AND PROCEDURES




Our
management team, under the supervision and with the participation of our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under
the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last
day of the fiscal period covered by this report, December 31,
2008.  The term disclosure controls and procedures means our controls
and other procedures that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to management, including
our principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. Based on this evaluation, our principal executive officer and our
principal financial officer concluded that our disclosure controls and
procedures were effective as of December 31, 2008.




35





Our
principal executive officer and our principal financial officer, are responsible
for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act
Rules 13a-15(f).  Management is required to base its assessment
of the effectiveness of our internal control over financial reporting on a
suitable, recognized control framework, such as the framework developed by the
Committee of Sponsoring Organizations (COSO).  The COSO framework,
published in Internal
Control-Integrated Framework, is known as the COSO Report.  Our
principal executive officer and our principal financial officer, have has chosen
the COSO framework on which to base its assessment. Based on this evaluation,
our management concluded that our internal control over financial reporting was
effective as of December 31, 2008.





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





There
were no changes in our internal control over financial reporting that occurred
during the last quarter of 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





LACK
OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE








LACK
OF SEGREGATION OF DUTIES






36





ITEM 9B. OTHER
INFORMATION





None.




37


PART
III





ITEM 10
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





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




Name
            
            Age
            
            Positions
      Held and TenureBryan
      Norcross
            
            58
            
            President
      and Chief Executive Officer,Robert
      Wineberg
            
            54
            
            Secretary
      and TreasurerRobert
      Adams
            
            50
            
            Chairman
      of the Board of DirectorsJoseph
      I. Emas
            
            54
            
            DirectorBrad
      Hacker
            
            49
            
            Director
      and Chief Financial Officer




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





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




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





Robert
Wineberg: Mr. Wineberg was appointed Secretary and Treasurer of the
Company on March 19, 2008. Previously to that he served as the Company’s
Chairman of the Board, Chief Executive Officer and Principal Accounting
Officer.  Mr. Wineberg was our Secretary-Treasurer from January, 2005
through November, 2005 and Chief Financial Officer from April, 2005 through
November, 2005. From November, 2005 to January, 2007 Mr. Wineberg served as a
consultant to the company.  Mr. Wineberg is a graduate of McGill
University with a B. Comm. in Accounting, Systems and Computers.  Mr.
Wineberg is a Chartered Accountant (C.A.) and a Chartered Financial Analyst
(C.F.A.).




38





Robert
Adams: Robert Adams was appointed as Chairman of the Board of Directors
on March 19, 2008.  Mr. Adams is the President and Chief Executive
Officer of Global Security Systems, LLC (GSS), the parent company of
AlertFM.  He has held this position since GSS’s
inception.  In 1985, Mr. Adams founded Adcom Communications, an entity
that was instrumental in replacing the (MBS) protocol with the Radio
Broadcasting Data System (RBDS).  Mr. Adams has been involved in the
FM data-transmission business for 17 years.  From May 2, 2007 to the
present, Mr. Adams was a Founding Member of America’s Emergency Network,
LLC.





In
addition to his other accomplishments, Mr. Adams assisted in procuring RBDS
approval in the U.S (1993); manufacturing the only RBDS FM data receiver in the
U.S.; installation and testing of an FM data-transmission system in over 20
foreign markets and the 11 western U.S. states; and negotiating and signing the
world’s first exclusive agreement between a manufacturer and a wireless
communications carrier.





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





Brad
Hacker: Mr. Hacker has been our Chief Financial Officer since December
2005.  Mr. Hacker 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.





Audit
Committee Financial Expert





The
Company does not have an audit committee or a compensation committee of its
board of directors.  In addition, the Company’s board of directors has
determined that the Company does not have an audit committee financial expert
serving on the board.  When the Company develops its operations, it will
create an audit and a compensation committee and will seek an audit committee
financial expert for its board and audit committee.





Conflicts
of Interest





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




39





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





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





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





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




Based
solely on our review of such forms furnished to us and written representations
from certain reporting persons, we believe that all filing requirements
applicable to our executive officers, directors, and more than 10% stockholders
were not complied with during the fiscal year ended December 31,
2008.




Code
of Ethics




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





Indemnification of Officers
and Directors





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




40





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 11
EXECUTIVE COMPENSATION.





The
following table sets forth for the year ended December 31, 2008 and 2007
compensation awarded to, paid to, or earned by, our  Chief Executive
Officer, andour other most highly compensated executive
officers whose total compensation during the last fiscal year exceeded $100,000,
if any.




Long
      Term CompensationAnnual
      Compensation
            
            
            Other
      Annual
            
            
            
            Restricted
      Stock Options/LTIP
            
            All
      OtherName
            
            Title
            
            Year
            
            
            Salary
            
            Bonus
            
            Compensation
            
            Awarded
            
            SARs
      (#)
            
            payouts
      ($)
            
            CompensationBryan
      Norcross
            
            President
            
            
            2008
            
            $
            90,000
            
            
            0
            
            0
            
            0
            
            0
            
            
            0
            
            0




Outstanding
Equity Awards At Fiscal Year-End Table




None.





Option
Exercises And Stock Vested Table




None.




PENSION
BENEFITS TABLE





None.





Nonqualified
Deferred Compensation Table





None.




41





All
Other Compensation Table





None.





Perquisites
Table





None.




There are
no existing or planned option/SAR grants.





Employment
Agreements





The
Company has entered into employment agreements with both Bryan Norcross and Max
Mayfield commencing January 1, 2008.  The term for both agreements is
until written notice of the consummation of a public or private capital
contribution to, or investment in the Company, by a third party, equivalent to
Five Million Dollars ($5,000,000.00) (“Trigger Event”), such Trigger Event which
is set to occur on a date to be determined but in no event later than August 31,
2008 and to which the parties will then agree to enter into good faith
negotiations to enter into a more formal long form employment
agreement.  Bryan Norcross is to be paid a base salary of $10,000 per
month and Max Mayfield is to be paid a base salary of $2,000 per
month.   Both agreements are currently up for renewal and are
being negotiated.  In the interim, Bryan Norcross and Max Mayfield
continue to be employed on a month to month basis.





Options/SAR
Grants in Last Fiscal Year





None.





Aggregated
Option Exercises and Fiscal Year-End Option Value Table





None.




42





ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.




The following table lists stock
ownership of our Common Stock as ofDecember 31, 2008. The information includes beneficial
ownership by (i) holders of more than 5% of our Common Stock, (ii) each
ofourdirectors and executive officers and
(iii) all of our directors and executive officers as a group. Except as noted
below, to our knowledge, each person named in the table has sole voting and
investment power with respect to all shares of our Common Stock
beneficially owned by them.





Number
      of
            
            Percentage
      ofShares
            
            SharesName
      and Address
            
            Beneficially
      Owned (1)
            
            Beneficially
      Owned (1)Bryan
      Norcross(2)
            
            
            25,000,000
            
            11.1
            %4700
      Biscayne Blvd,
              Suite
      500,
              Miami,
      FL 33137,Robert
      Wineberg
            
            
            53,200,000
            
            23.6
            %4700
      Biscayne Blvd,
              Suite
      500,
              Miami,
      FL 33137,Robert
      Adams(3)
            
            
            25,000,000
            
            11.2
            %4700
      Biscayne Blvd,
              Suite
      500,
              Miami,
      FL 33137,Brad
      Hacker
            
            
            -0-
            
            -0-
            %12515
      Orange Drive, Suite 814Davie,
      FL 33330Joseph
      I. Emas
            
            
            600,000
            
            
            *1224
      Washington AvenueMiami
      Beach, FL 33139All
      directors and
            
            
            103,800,000
            
            45.8
            %executive
      officers asa
      group (5 persons)RMS
      Associates of Broward, LLC
              c/o
      Matthew Streab
            
            
            25,000,000
            
            11.2
            %4700
      Biscayne Blvd,
              Suite
      500,
              Miami,
      FL 33137,Max
      Mayfield and Associates, LLC
            
            
            25,000,000
            
            11.2
            %4700
      Biscayne Blvd,
              Suite
      500,
              Miami,
      FL 33137.MB
      Worldwide Investments, LLC
              One
      East Broward Blvd.
              Suite
      1010
              Fort
      Lauderdale, FL  33301
            
            
            17,576,575
            
            7.9
            %





* less
than 1%





(1)
            Based
      on a total of an aggregate of 221,854, 881 shares of capital stock,
      consisting of 221,854,881 issued and outstanding shares of common stock
      and warrants to purchase -0- shares of common
  stock.





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





(3)
            The
      shares of common stock are held in the name of Adams Family Company LLC of
      which Robert Adams is the controlling
Member.




43





CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS





No
officer, director, promoter, or affiliate of the Company 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 the
Company 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.




Changes
in Control




We are
not aware of any arrangements that may result in a change in control of the
Company.




44




DESCRIPTION
OF SECURITIES




General




Our
authorized capital stock consists of 950,000,000 shares of common stock, par
value $ .001, and 25,00,000 shares of preferred stock, par value $
..001.




Common
Stock




The
shares of our common stock presently outstanding, and any shares of our common
stock issues upon exercise of stock options and/or warrants, will be fully paid
and non-assessable. Each holder of common stock is entitled to one vote for each
share owned on all matters voted upon by shareholders, and a majority vote is
required for all actions to be taken by shareholders. In the event we liquidate,
dissolve or wind-up our operations, the holders of the common stock are entitled
to share equally and ratably in our assets, if any, remaining after the payment
of all our debts and liabilities and the liquidation preference of any shares of
preferred stock that may then be outstanding. The common stock has no preemptive
rights, no cumulative voting rights, and no redemption, sinking fund, or
conversion provisions. Since the holders of common stock do not have cumulative
voting rights, holders of more than 50% of the outstanding shares can elect all
of our Directors, and the holders of the remaining shares by themselves cannot
elect any Directors.  Holders of common stock are entitled to receive
dividends, if and when declared by the Board of Directors, out of funds legally
available for such purpose, subject to the dividend and liquidation rights of
any preferred stock that may then be outstanding.




Voting
Rights





Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.





Dividends





Subject
to preferences that may be applicable to any then-outstanding shares of
Preferred Stock, if any, and any other restrictions, holders of Common Stock are
entitled to receive ratably those dividends, if any, as may be declared from
time to time by the Company’s board of directors out of legally available funds.
The Company and its predecessors have not declared any dividends in the past.
Further, the Company does not presently contemplate that there will be any
future payment of any dividends on Common Stock.




Amendment
of our Bylaws




Our
bylaws may be adopted, amended or repealed by the affirmative vote of a majority
of our outstanding shares. Subject to applicable law, our bylaws also may be
adopted, amended or repealed by our board of directors.




45




Transfer
Agent





Madison
Stock Transfer serves in the capacity of transfer agent. Their mailing address
and telephone number Madison Stock Transfer is PO box 145, Brooklyn, NY 11229-0145;
tel: 718-627-4453





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





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 thatBrampton  Crest  International,  Inc.  will  adopt  a  plan  to  pay  or  accruecompensation  to its Officers
and Directors for services  related to developmentof the company's business
plan.




46




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




Fiscal
2007





(1)     Audit  Fees





The
aggregate fees billed by the independent accountants for the last fiscal year
for professional services for the audit of the Company's annual financial
statements  and  the  review  included
in the Company's Form 10-Q and services that  are  normally
provided by the accountants in connection with statutory and regulatory filings
or engagements for those fiscal years were $25,500.





(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.




(4)     All  Other  Fees





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





Fiscal
2008





(1)     Audit  Fees





The
aggregate fees billed by the independent accountants for the last fiscal
year  for professional services for the audit of the Company's annual
financial
statements  and  the  review  included
in the Company's Form 10-Q and services that are normally provided by the
accountants in connection with statutory and regulatory filings or engagements
for those fiscal years were $28,000.




47





(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  $3,000.





(4)     All  Other  Fees





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





Audit  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.





Audit  Hours  Incurred





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





The Board
of Directors has reviewed and discussed with the Company's management and
independent registered public accounting firm the audited consolidated
financial  statements of the Company contained in the Company's Annual
Report on Form 10-K for the Company's 2008 fiscal year. The Board has also
discussed with the auditors the matters required to be discussed pursuant to SAS
No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's consolidated financial statements.




48





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





Based on
the review and discussions referred to above, the Board approved the inclusion
of the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for its 2008fiscal year for filing with the
SEC.





Pre-Approval
Policies





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





The Board
pre-approved all fees described above.





PART
IV




ITEM
15.  EXHIBITS AND REPORTS.




Exhibits




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









(2)  Filed
herein.





(a)  (3)   EXHIBITS





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




49




Signatures





In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, on the 31st day of March,
2009




Brampton
      Crest International, Inc.Date:
      March 31, 2009
              
              /S/
      Bryan NorcrossBryan
      Norcross(Chief
      Executive Officer)


/S/
      Brad HackerBrad
      Hacker(Chief
      Financial Officer)




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






Signature
              
              Title
              
              Date/s/Bryan Norcross
              
              Director
              
              March
      31, 2009Name:
      Bryan Norcross/s/ Brad Hacker
              
              Director
              
              March
      31, 2009Name:
      Brad Hacker/s/ Robert Wineberg
              
              Director
              
              March
      31, 2009Name:
      Robert Wineberg/s/ Robert Adams
              
              Director
              
              March
      31, 2009Name:
      Robert Adams/s/ Joseph I. Emas
              
              Director
              
              March
      31, 2009Name:
      Joseph I. Emas




50




PART
F/S.  FINANCIAL STATEMENTS.





BRAMPTON
CREST INTERNATIONAL, INC.




Report
      of Independent Registered Public Accounting Firm
              
              
              F-1Consolidated
      Financial Statements:Consolidated
      Balance Sheets as of December 31, 2008 and 2007
              
              
              F-2Consolidated
      Statements of Operations  for the years ended December 31, 2008
      and
      2007
              
              
              F-3Consolidated
      Statements of Stockholders' Equity for the years ended December
      31, 2008 and 2007
              
              
              F-4Consolidated Statements
      of Cash Flows for the years ended  December 31, 2008 and
      2007
              
              
              F-5Notes
      to Consolidated Financial Statements
              
              
              F-6


51




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the
Board of Directors and Stockholders


Brampton
Crest International, Inc. and Subsidiaries


Miami
Beach, Florida





We have
audited the accompanying consolidated balance sheets of Brampton Crest
International, Inc. and subsidiaries ("the Company") as of December
31, 2008 and 2007, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the two-years in the period
ended December 31, 2008. These consolidated financial
statements   are  the   responsibility   of  the   Company's
management.   Our responsibility  is to express an
opinion on these consolidated financial statements based on our
audits.





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





In our
opinion,  the
consolidated financial  statements  referred to above
present fairly, in all material respects, the consolidated financial
position of Brampton Crest International, Inc. and subsidiaries ("the
Company") as of December 31, 2007 and 2008, and the consolidated results of
its operations audits consolidated cash flow for each
of the two-years in the period ended December 31, 2008 in conformity with
accounting principles generally accepted in the United States of
America.





BERENFELD,
SPRITZER, SHECHTER & SHEER, LLP


CERTIFIED
PUBLIC ACCOUNTANT AND CONSULTANTS




Fort
Lauderdale, Florida


March 31,
2009




F-1




Brampton
      Crest International, Inc. and SubsidiariesConsolidated
      Balance Sheets




December
      31,
            
            
            December
      31,2008
            
            
            2007ASSETSCurrent
      Assets:Cash
      and Cash Equivalents
            
            $
            1,400,058
            
            
            $
            381,479Notes
      Receivable
            
            
            —
            
            
            
            204,337Accounts
      Receivable
            
            
            31,147
            
            
            
            —Total
      Current Assets
            
            
            1,431,205
            
            
            
            585,816Property
      and Equipment, net
            
            
            355,220
            
            
            
            820Other
      Assets:Deposits
      and Prepaid Expenses
            
            
            6,294
            
            
            
            11,622Trademarks
            
            
            10,650
            
            
            
            —Total
      Other Assets
            
            
            16,944
            
            
            
            11,622TOTAL
      ASSETS
            
            $
            1,803,369
            
            
            $
            598,258LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            
            $
            25,391
            
            
            $
            4,061Due
      to officer
            
            
            95,926
            
            
            
            —Total
      Current Liabilities
            
            
            121,317
            
            
            
            4,061STOCKHOLDERS’
      EQUITYPreferred
      stock, $.001 par value; 25,000,000 shares authorized,
              -0-
      shares issued and outstanding
            
            
            —
            
            
            
            —Common
      stock, $.001 par value; 950,000,000 shares authorized, 221,854,881 and
      51,518,710 shares issued and outstanding at December 31, 2008 and December
      31, 2007
            
            
            221,854
            
            
            
            51,518Additional
      paid in capital
            
            
            6,959,063
            
            
            
            1,589,900Accumulated
      deficit
            
            
            (5, 498,865
            )
            
            
            (1,047,221
            )Total
      Stockholders' Equity
            
            
            1,682,052
            
            
            
            594,197Total
      Liabilities & Stockholders’ Equity
            
            $
            1,803,369
            
            
            $
            598,258




See
accompanying notes to the Consolidated Financial Statements




F-2




Brampton
Crest International, Inc. and Subsidiaries
 Statements
of Operations


Years Ended
      December
      31,2008
                      
                      
                      
                      2007Sales
                      
                      $
                      172,909
                      
                      
                      $
                      -0-Cost
      of Sales
                      
                      
                      84,019
                      
                      
                      
                      -0-Gross
      Profit
                      
                      
                      88,890
                      
                      
                      
                      -0-Selling,
      General andAdministrative
      Expenses
                      
                      
                      1,149,996
                      
                      
                      
                      294,493Impairment
      of Goodwill
                      
                      
                      3,415,747
                      
                      
                      
                      —Loss
      From Operations
                      
                      
                      (4,476,853
                      )
                      
                      
                      (294,493
                      )Other
      Income (Expense):Interest
      Income
                      
                      
                      25,209
                      
                      
                      
                      43,428Total
      Other Income (Expense)
                      
                      
                      25,209
                      
                      
                      
                      43,428Loss
      from Continuing Operations BeforeIncome
      Taxes
                      
                      
                      (4,451,644
                      )
                      
                      
                      (250,534
                      )Income
      Taxes Provision
                      
                      
                      —
                      
                      
                      
                      —Net
      Loss From Continued Operations
                      
                      
                      (4,451,644
                      )
                      
                      
                      (250,534
                      )Income
      From Discontinued Operations Net ofIncome
      Tax Benefit of $0 in 2007
                      
                      
                      —
                      
                      
                      
                      73$
                      (4,451,644
                      )
                      
                      $
                      (250,461
                      )
      )Net
      LossLoss
      Per Share-Basic
      and Diluted Loss Per Share:Continuing
      Operations
                      
                      $
                      (0.03
                      )
                      
                      $
                      (0.00
                      )
      )Discontinued
      Operations
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
      )Net
      Loss Per Share
                      
                      $
                      (0.03
                      )
                      
                      $
                      (0.00
                      )
      )Weighted
      Average Common SharesOutstanding
      - Basic and Diluted
                      
                      
                      163,825,550
                      
                      
                      
                      51,518,710




See
accompanying notes to the Consolidated Financial Statements
  F-3




BRAMPTON
CREST INTERNATIONAL, INC.
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
 Years
ended December 31, 2008 and 2007




Additional
              
              
              
              
              
              TotalCommon
      Stock
              
              
              Paid-In
              
              
              Accumulated
              
              
              Stockholder’sShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              EquityBALANCE,
      DECEMBER 31, 2006
              
              
              51,518,710
              
              
              $
              51,518
              
              
              $
              1,589,900
              
              
              $
              (796,760
              )
              
              $
              844,658Net
      Loss for the year ended December 31, 2007
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (250,461
              )
              
              
              (250,461
              )BALANCE,
      DECEMBER 31, 2007
              
              
              51,518,710
              
              
              
              51,518
              
              
              $
              1,589,900
              
              
              $
              (1,047,221
              )
              
              
              594,197Common
      Stock Issued for Private Placement andExercise
      of Stock Warrants Net of Issuance Costs
              
              
              70,336,171
              
              
              
              70,336
              
              
              
              2,369,163
              
              
              
              —
              
              
              
              2,439,499Common
      Stock Issued for Acquisition
              
              
              100,000,000
              
              
              
              100,000
              
              
              
              3,000,000
              
              
              
              
              
              
              
              3,100,000Net
      Loss for the year ended December 31, 2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (4,451,644
              )
              
              
              (4,451,644
              )BALANCE,
      DECEMBER 31, 2008
              
              
              221,854,881,
              
              
              
              221,854
              
              
              $
              6,959,063
              
              
              $
              (5,498,865
              )
              
              $
              1,682,052


See
accompanying notes to the Consolidated Financial Statements




F-4


Brampton Crest International,
      Inc. and SubsidiariesConsolidated
      Statements of Cash Flows
  Years
      Ended December 31,2008
                                
                                
                                2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                
                                $
                                (4,451,644
                                )
                                
                                $
                                (250,461
                                )Adjustments
      to reconcile net loss to net cash used in operatingactivities:Depreciation
                                
                                
                                96,402
                                
                                
                                
                                28Loss
      on Disposal of Assets
                                
                                
                                —
                                
                                
                                
                                2,850Impairment
      of Goodwill from Acquisition
                                
                                
                                3,415,747Changes
      in operating assets and liabilities:Accounts
      Receivable
                                
                                
                                (31,147
                                )Other
      assets:Prepaid
      expenses and deposits
                                
                                
                                5,328
                                
                                
                                
                                (11,622Note
      Receivable
                                
                                
                                —
                                
                                
                                
                                (204,337
                                )Accounts
      payable and accrued expenses
                                
                                
                                (85,347
                                )
                                
                                
                                (18,807
                                )Net
      Cash (Used) in Operating Activities
                                
                                
                                (1,050,661
                                )
                                
                                
                                (482,349Cash
      From Investing ActivitiesCash
      acquired at acquisition
                                
                                
                                19,349
                                
                                
                                
                                —Fixed
      Assets Purchased
                                
                                
                                (389,608
                                )
                                
                                
                                (848
                                )Net
      Cash Used In Investing Activities
                                
                                
                                (370,259
                                )
                                
                                
                                (198,204
                                )Cash
      Flows From Financing ActivitiesProceeds
      from Sale of Common Stock, net of expenses issuance Costs
                                
                                
                                2,439,499
                                
                                
                                
                                —Net
      Cash Provided by Financing Activities
                                
                                
                                2,439,499
                                
                                
                                
                                —NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                
                                
                                1,018,579
                                
                                
                                
                                (483,197
                                )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                
                                
                                381,479
                                
                                
                                
                                864,676CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                
                                $
                                1,400,058
                                
                                
                                $
                                381,479SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWS INFORMATION:SUPPLEMENTAL
      DISCLOSURE OF NONCASHACTIVITIES:Acquisition
      of America’s Emergency Network, LLC:Goodwill
                                
                                
                                3,415,749
                                
                                
                                
                                —Accounts
      Payable
                                
                                
                                108.927
                                
                                
                                
                                —Cash
      acquired at acquisition
                                
                                $
                                19,349
                                
                                
                                
                                —Fixed
      assets
                                
                                
                                61,194
                                
                                
                                
                                —Other
      assets
                                
                                
                                12,900
                                
                                
                                
                                —Loan
      payable
                                
                                
                                (204,337
                                )
                                
                                
                                —Officer
      loan
                                
                                
                                (95,926
                                )
                                
                                
                                —$
                                3,100,100
                                
                                
                                $OTHER
      SUPPLEMENTAL INFORMATION:Interest
      Paid
                                
                                
                                —
                                
                                
                                
                                —Income
      Taxes Paid
                                
                                
                                —
                                
                                
                                
                                —
  See accompanying notes to the
Consolidated Financial Statements


F-5




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
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/Biophil
International  Corporation.  On March 22, 2000, the
Company was reorganized
as  Hamilton-Biophile  Companies.  Effective  November
18, 2004, the Company changed its name to Brampton Crest International,
Inc.





BUSINESS





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





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





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





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





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





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




F-6







BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS








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





Goodwill
            
            $
            3,415,747Cash
            
            
            19,349Fixed
      assets
            
            
            61,194Other
      assets
            
            
            12,900Accounts
      payable
            
            
            (108,927
            )Officer
      Loan
            
            
            (95,926
            )Loan
      Payable
            
            
            (204,337
            )Total
      Stock Issued for Purchase
            
            $
            3,100,000





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





BASIS OF
PRESENTATION





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







USE OF
ESTIMATES





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




CASH AND
CASH EQUIVALENTS





The
Company considers all highly liquid investments with an original term of three
months or less to be cash equivalents. At December 31, 2008 and December 31,
2007, the Company had cash equivalents in the amount of approximately
$1,400,000, and $381,000, respectively, all in low risk
investments.








F-7




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS








CONCENTRATION
OF CREDIT RISK





Financial   instruments   that   potentially   subject   the   Company  to concentrations
of credit risk consist principally of cash. The
Company maintains  cash  balances  at one
financial institution, which is t insured by the Federal Deposit Insurance
Corporation (“FDIC”). The FDIC insured institution insures up to $250,000
on account balances. The amounts that are not insured by FDIC limitations
are held in short-term securities. As of December 31, 2008 and 2007 were
approximately $381,000 and $1,400,000, respectively. The company has not
experienced any losses in such accounts.








ACCOUNTS
RECEIVABLE





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





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





INVENTORY





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





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





The
Company accounts for the impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”
(“SFAS No. 144”). SFAS No. 144 requires write-downs to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets’ carrying amount.





Assets
with a carrying value of $3.4 million held and used by the Company during the
year ended December 31, 2008, including amortizable intangible assets, are
reviewed for impairment whenever events or circumstances




F-8






BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS







If the
long-lived assets are identified as being planned for disposal or sale, they
would be separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet. As of December 31, 2008 this does not
apply.





GOODWILL
AND OTHER INTANGIBLE ASSETS





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





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





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





The
Company has reviewed the value of the intangible assets of goodwill as of
December 31, 2008 and has determined as of the filing to impair the value of
goodwill at this time. Based on the  operating losses for 2008 and
projected losses in 2009 and breakeven not projected until 2010 the Company has
decided to impair the entire balance of $3.4 million as of year ended December
31, 2008.





F-9





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





REVENUE
RECOGNITION





Revenue
for video streaming and maintenance services is recognized monthly as services
are provided pursuant to the terms of contracts or purchase orders, which have
prices that are fixed and determinable. The Company assesses the clients ability
to meet the contract terms, including meeting payment obligations, before
entering into the contract. Deferred revenue results from customers who are
billed for monitoring in advance of the period in which the services are
provided, on a monthly, quarterly or annual basis.





The
Company follows Staff Accounting Bulletin 104 (SAB 104), which requires the
Company to defer certain installation revenue and expenses, primarily equipment
related to, and direct labor incurred. The capitalized costs and deferred
revenues related to the installation are then amortized over the life of an
average customer relationship, on a straight line basis. If the customer is
discontinued prior to the expiration of the original expected life, the
unamortized portion of the deferred installation revenue and related capitalized
costs are recognized in the period the discontinuation becomes effective. In
accordance with EITF 00-21, “Revenue Arrangements with Multiple Deliverables”,
the service contracts that include both installation and video streaming are
considered a single unit of accounting. The criteria in EITF 00-21 that the
Company does not meet for services and installation services to be considered
separate units of accounting is that the installation service to customers has
no standalone value. The installation service alone is not functional to
customers without the service.




PROPERTY
AND EQUIPMENT





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





NOTE
RECEIVABLE





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





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





FAIR
VALUE OF FINANCIAL INSTRUMENTS





The
Company's  financial  instruments  consist
primarily of cash, accounts  payable
and  accrued  expenses,  and
debt.  The  carrying  amounts of
such  financial  instruments  approximate their
respective  estimated fair value


due to
the short-term  maturities and approximate market interest rates
of  these instruments.  The estimated fair value is not
necessarily indicative of the amounts the Company would realize in a
current  market  exchange or


from
future earnings or cash flows.




F-10




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





INCOME
TAXES





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




EARNINGS
(LOSS) PER SHARE




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




ACCOUNTING
FOR STOCK-BASED COMPENSATION




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




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




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




F-11




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





NON-EMPLOYEE
STOCK BASED COMPENSATION





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





COMMON
STOCK PURCHASE WARRANTS





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




INCOME
TAXES





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




F-12








BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS








NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





beginning
after December 15, 2006. The Company does not expect that this interpretation
will have a material impact on its financial position, results of operations, or
cash flows.





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





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





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





NOTE
3 - RECENT ACCOUNTING PRONOUNCEMENTS




In
September 2006, the FASB issued SFAS No. 157, which is effective for fiscal
years beginning after November 15, 2007 and for interim periods within
those years. This statement defines fair value, establishes a framework for
measuring fair value and expands the related disclosure requirements. This
statement applies under other accounting pronouncements that require or permit
fair value measurements. The statement indicates, among other things, that a
fair value measurement assumes that the transaction to sell an asset or transfer
a liability occurs in the principal market for the asset or liability or, in the
absence of a principal market, the most advantageous market for the asset or
liability. SFAS 157 defines fair value based upon an exit price model. Relative
to SFAS 157, the FASB issued FSP FAS 157-1, FAS 157-2, and FAS 157-3. FSP FAS
157-1 amends SFAS 157 to exclude SFAS 13 and its related interpretive accounting
pronouncements that address leasing transactions, while FSP FAS 157-2 delays the
effective date of SFAS 157 for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis. FSP FAS 157-3 clarifies the
application of SFAS 157 as it relates to the valuation of financial assets in a
market that is not active for those financial assets. This FSP is effective
immediately and includes those periods for which financial statements have not
been issued. We currently do not have any financial assets that are valued using
inactive markets, and as such are not impacted by the issuance of this FSP. We
adopted SFAS 157 as of January 1, 2008, with the exception of the
application of the statement to non-recurring nonfinancial assets and
nonfinancial liabilities.





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




F-13




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3 -
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141(R)), which replaces SFAS No. 141, “Business
Combinations” (SFAS 141). SFAS 141(R) retains the underlying concepts of SFAS
141 in that all business combinations are still required to be accounted for at
fair value under the acquisition method of accounting but SFAS 141(R) changed
the method of applying the acquisition method in a number of significant
aspects. Acquisition costs will generally be expensed as incurred;
noncontrolling interests will be valued at fair value at the acquisition date;
in-process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date, until either
abandoned or completed, at which point the useful lives will be determined;
restructuring costs associated with a business combination will generally be
expensed subsequent to the acquisition date; and changes in deferred tax asset
valuation allowances and income tax


uncertainties
after the acquisition date generally will affect income tax expense. SFAS 141(R)
is effective on a prospective basis for all business combinations for which the
acquisition date is on or after the beginning of the first annual period
subsequent to December 15, 2008, with the exception of the accounting for
valuation allowances on deferred taxes and acquired tax contingencies. SFAS
141(R) amends SFAS No. 109, “Accounting for Income Taxes” (SFAS 109) such
that adjustments made to valuation allowances on deferred taxes and acquired tax
contingencies associated with acquisitions that closed prior to the effective
date of SFAS 141(R) would also apply the provisions of SFAS 141(R). Early
adoption is not permitted. Upon adoption, SFAS 141(R) will not have a
significant impact on our consolidated financial position and results of
operations; however, any business combination entered into after the adoption
may significantly impact our financial position and results of operations when
compared to acquisitions accounted for under existing U.S. Generally Accepted
Accounting Principles (GAAP).




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








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





F-14





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3 -
RECENT ACCOUNTING POLICIES (CONTINUED)





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




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




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





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




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






F-15




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3 -
RECENT ACCOUNTING POLICIES (CONTINUED)





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





NOTE 4 -
RECLASSIFICATIONS





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





NOTE 5 -INCOME TAXES





As
of  December  31,  2007 and 2008 the Company had
Federal and state net operating losses of approximately $559,000 and
$5,498,000, that are  subject  to limitations. The losses
are available to offset future income. The net operating  loss
carryfowards will expire in various years  through
2028.





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





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




December
      31,
              
              
              December
      31,2007
              
              
              2008Deferred
      tax asset duenet operating losses
              
              $
              224,000
              
              
              $
              2,200,000Less:
      Valuationallowance
              
              
              (224,000
              )
              
              
              (2,200,000
              )Net
      deferred tax asset
              
              $
              0
              
              
              $
              0


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




F-16




BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE
6  -COMMON STOCK





PRIVATE
PLACEMENT OFFERING




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




During
the second and third quarters of 2008 the Company accepted subscriptions for
9,915,943 shares of common stock, at a price of $.17 per share, resulting in
gross proceeds of One Million six hundred seventy-one thousand seven hundred and
ten Dollars ($1,671,710).  After legal costs and commissions the net
proceeds to the Company were approximately $1,559,000.  No other warrants
or options are associated with the stock purchase.  The common stock issued
to U.S. investors was sold based on an exemption from registration pursuant to
Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933 and the
common stock issued to non-U.S. investors was sold based on an exemption from
registration pursuant to Regulation S of the Securities Act of
1933.





COMMON
STOCK OUTSTANDING





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




STOCK
WARRANTS





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





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








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





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


F-17





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 7
- ACQUISITIONS




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




Year EndedDecember
      31,2008
            
            
            2007Sales
            
            $
            172,909
            
            
            $
            -0-Cost
      of Sales
            
            
            84,019
            
            
            
            -0-Gross
      Profit
            
            
            88,890
            
            
            
            -0-Selling,
      General andAdministrative
      Expenses
            
            
            1,209,996
            
            
            
            294,493Impairment
      of Goodwill
            
            
            3,415,747
            
            
            
            ---Loss
      From Operations
            
            
            (4,536,853
            )
            
            
            (294,493
            )Other
      Income (Expense):Interest
      Income
            
            
            25,
      209
            
            
            
            43,428Total
      Other Income (Expense)
            
            
            25,
      209
            
            
            
            43,428Loss
      from Continuing Operations BeforeIncome
      Taxes
            
            
            (4,511,644
            )
            
            
            (250,534
            )Income
      Taxes Provision
            
            
            ---
            
            
            
            ---Net
      Loss From Continued Operations
            
            
            (4,511,644
            )
            
            
            (250,534
            )Income
      From Discontinued Operations Net of
              Income
      Tax Benefit of $0 in 2007
            
            
            ---
            
            
            
            73Net
      Loss
            
            $
            (4,511,644
            )
            
            $
            (250,461
            )Loss
      Per Share-Basic
      and Diluted Loss Per Share:Continuing
      Operations
            
            $
            (0.03
            )
            
            $
            (0.00
            )Discontinued
      Operations
            
            $
            (0.00
            )
            
            $
            (0.00
            )Net
      Loss Per Share
            
            $
            (0.03
            )
            
            $
            (0.00
            )Weighted
      Average Common SharesOutstanding
      - Basic and Diluted
            
            
            221,854,881
            
            
            
            221,854,881


F-18





BRAMPTON
CREST INTERNATIONAL, INC. AND SUBSDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 8
- DISCONTINUED OPERATIONS





Through
March 31, 2008, business activities for the consumer personal care products
continued however the anticipated results were not successful and the Company
discontinued those operations.





The
accompanying unaudited condensed consolidated statements of operations for the
nine and three months presented have been adjusted to classify $73 and $538 for
the periods respectively, of gross profit earned from the sale and distribution
of consumer personal care products as discontinued operations.





NOTE 9 -
DUE TO OFFICERS





Prior to
the acquisition of AEN its President and current CEO of Brampton advanced the
Company funds for legal and other start up costs for the Company’s operations.
These advances are non-interest bearing and are expected to be paid at an
undetermined date.





NOTE 10 -
PROPERTY AND EQUIPMENT





Property
and Equipment consist of the following:





Property
      and Equipment:
            
            Estimated
      Life
            
            December
      31, 2008
            
            
            December
      31, 2007Website
      development
            
            5
      Years
            
            $
            267,928
            
            
            $
            —Conference
      display
            
            5
      Years
            
            
            8,559
            
            
            
            —Computer
      and software
            
            5
      Years
            
            
            158,010Installation
      Parts
            
            5
      Years
            
            
            16,502
            
            
            
            848Leasehold
      improvements
            
            2
      Years
            
            
            6,445Furniture
            
            5
      Years
            
            
            9,130
            
            
            
            —Total
      Property and Equipment
            
            
            
            $
            466,574
            
            
            $
            848Accumulated
      Depreciation
            
            
            
            
            (111,354
            )
            
            
            (28
            )Total
      Property and Equipment, Net
            
            
            
            $
            355,220
            
            
            $
            820




NOTE
      11
            SEGMENT
      REPORTING





The
Company operates two segment operations within its two subsidiaries, Laurentian
Peak Capital Group ,Inc. and America’s
Emergency Network, Inc. All of the operations in the consolidated financial
statements are from the AEN operating segment. The other segment is for the
lending unit, Laurentian Peak Capital. Laurentian operations were minimal in
2008 and no information is reported for segment reporting purposes.




NOTE
12ADOPTION  OF SFAS 154: ACCOUNTING
CHANGES AND ERROR CORRECTIONS





The Company’s
management has determined that had improperly accounted for theas a
result of recording the business
combination with AEN in march 2008 , which
resulted in an understatement of the estimated recoverable value of recorded
goodwill of approximately $3.4 million.  The Company will be restating its
financial statements for the quarters ended March 31, June 30 and September 30,
2008, to record goodwill on the acquisition at the excess of the fair value of
the  consideration given (i.e., the common stock issued) and the
liabilities assumed over the estimated fair value of the assets acquired. The
effect of the adjustment in March 2008 was an increase in recorded goodwill and
additional paid in capital of $3 million





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